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Armory Mining Corp. — Interim / Quarterly Report 2025
Jul 30, 2025
47573_rns_2025-07-29_b6bfea15-47e4-4ebb-8152-bae851564813.pdf
Interim / Quarterly Report
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ARMORY MINING CORP.
Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended May 31, 2025 and 2024
(Unaudited - expressed in Canadian Dollars)
NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed interim consolidated financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed interim consolidated financial statements have been prepared by and are the responsibility of management.
The Company's independent auditor has not performed a review of these financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of condensed interim consolidated financial statements by an entity's auditor.
Page 2
ARMORY MINING CORP.
Condensed Interim Consolidated Statements of Financial Position
(Unaudited - expressed in Canadian Dollars)
| Note | May 31, 2025 | November 30, 2024 | |
|---|---|---|---|
| $ | $ | ||
| ASSETS | |||
| Current assets | |||
| Cash and cash equivalents | 22,806 | 116,921 | |
| Amounts receivable | 36,567 | 29,814 | |
| Prepaids | 314,847 | 132,292 | |
| Deferred share issuance costs | 4,378 | - | |
| 378,598 | 279,027 | ||
| Exploration and evaluation assets | 3 | 4,331,045 | 4,583,146 |
| Total Assets | 4,709,643 | 4,862,173 | |
| LIABILITIES | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | 7 | 830,351 | 889,272 |
| Loans payable | 5 | 73,255 | 22,420 |
| 903,606 | 911,692 | ||
| SHAREHOLDERS' EQUITY | |||
| Share capital | 6 | 24,106,047 | 22,998,964 |
| Contributed surplus | 2,672,607 | 2,230,335 | |
| Subscriptions received | - | 90,000 | |
| Accumulated other comprehensive income | 84,599 | 87,454 | |
| Deficit | (23,057,216) | (21,456,272) | |
| 3,806,037 | 3,950,481 | ||
| Total Liabilities and Shareholders' Equity | 4,709,643 | 4,862,173 |
Nature and continuance of operations (Note 1)
Subsequent events (Note 3 and 11)
Approved on behalf of the Board of Directors on July 29, 2025:
/s/ Arjun Grewal
Arjun Grewal
Director
/s/ Lawrence Hay
Lawrence Hay
Director
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
ARMOY MINING CORP.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
For the Three and Six Months Ended May 31, 2025 and 2024
(Unaudited - expressed in Canadian Dollars)
| Note | Three months ended May 31, | Six months ended May 31, | |||
|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||
| $ | $ | $ | $ | ||
| Expenses | |||||
| Advertising and marketing | - | - | 151,969 | - | |
| Management and consulting fees | 7 | 193,321 | 135,000 | 519,302 | 159,000 |
| Office and other | 23,224 | 19,560 | 74,814 | 41,986 | |
| Professional fees | 7 | 86,311 | 67,136 | 133,301 | 90,413 |
| Transfer agent and filing fees | 8,950 | 22,423 | 15,182 | 34,120 | |
| Share-based compensation | 6, 7 | 313,420 | - | 388,820 | - |
| Loss before other items | (625,226) | (244,119) | (1,283,388) | (325,519) | |
| Other Items | |||||
| Foreign exchange (loss) gain | (7,279) | (2,509) | (12,009) | 5,476 | |
| Interest (expense) income | 5 | (835) | 6,526 | (835) | 6,526 |
| Unrealized gain on marketable securities | 4 | - | 75,000 | - | - |
| Realized loss on marketable securities | 4 | - | (63,250) | - | (63,250) |
| Impairment of exploration and evaluation asset | 3 | (304,712) | - | (304,712) | - |
| (312,826) | 15,767 | (317,556) | (51,248) | ||
| Net loss for the period | (938,052) | (228,352) | (1,600,944) | (376,767) | |
| Items that may be reclassified to net loss: | |||||
| Foreign currency translation adjustment | (2,451) | 10,429 | (2,855) | 10,323 | |
| Comprehensive loss for the period | (940,503) | (217,923) | (1,603,799) | (366,444) | |
| Basic and diluted loss per common share | (0.02) | (0.02) | (0.04) | (0.03) | |
| Weighted average number of common shares outstanding | 39,338,513 | 11,210,054 | 36,530,435 | 11,202,404 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Page 3
ARMOY MINING CORP.
Condensed Interim Consolidated Statements of Cash Flows
For the Three and Six Months Ended May 31, 2025 and 2024
(Unaudited - expressed in Canadian Dollars)
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Cash flows used in operating activities | ||
| Loss for the period | (1,600,944) | (376,767) |
| Items not affecting cash: | ||
| Share-based compensation | 388,820 | - |
| Interest expense | 835 | - |
| Impairment of exploration and evaluation asset | 304,712 | - |
| Realized loss on marketable securities | - | 63,250 |
| Changes in non-cash working capital: | ||
| Amounts receivable | (6,753) | 180,206 |
| Prepaid expense | (182,555) | 5,150 |
| Accounts payable and accrued liabilities | (58,921) | (93,950) |
| Deferred share issuance costs | (4,378) | - |
| (1,159,184) | (222,111) | |
| Cash flows used in (provided by) investing activities | ||
| Exploration and evaluation assets | (26,361) | (20,000) |
| Exploration and evaluation assets option payments received | - | 110,000 |
| Sale of marketable securities | - | 161,750 |
| (26,361) | 251,750 | |
| Cash flows provided by financing activities | ||
| Shares issued for private placements | 1,087,175 | - |
| Share issuance costs | (102,290) | - |
| Loan received | 50,000 | - |
| Warrant exercises | 59,400 | - |
| 1,094,285 | - | |
| Effect of foreign exchange on cash | (2,855) | 10,323 |
| Change in cash and cash equivalents during the period | (94,115) | 39,962 |
| Cash and cash equivalents, beginning of period | 116,921 | 23,775 |
| Cash and cash equivalents, end of the period | 22,806 | 63,737 |
| Interest and taxes | - | - |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
ARMOY MINING CORP.
Condensed Interim Consolidated Statements of Changes in Shareholders' Equity
For the Six Months Ended May 31, 2025 and 2024
(Unaudited - Expressed in Canadian Dollars)
| Share Capital | Share Capital | Contributed surplus | Subscriptions received | AOCI | Deficit | Total | |
|---|---|---|---|---|---|---|---|
| # | $ | $ | $ | $ | $ | $ | |
| Balance, November 30, 2023 | 11,110,054 | 21,418,090 | 2,219,273 | - | 140,300 | (20,782,873) | 2,994,790 |
| Shares issued for exploration and evaluation assets | 100,000 | 20,000 | - | - | - | - | 20,000 |
| Net and comprehensive loss for the period | - | - | - | - | 10,323 | (376,767) | (366,444) |
| Balance, May 31, 2024 | 11,210,054 | 21,438,090 | 2,219,273 | - | 150,623 | (21,159,640) | 2,648,346 |
| Shares issued pursuant to private placement | 7,600,000 | 380,000 | - | - | - | - | 380,000 |
| Share issuance costs | - | (13,876) | - | - | - | - | (13,876) |
| Subscriptions received | - | - | - | 90,000 | - | - | 90,000 |
| Shares issued for exploration and evaluation assets | 6,425,000 | 1,062,000 | - | - | - | - | 1,062,000 |
| Shares issued for debt | 1,475,000 | 132,750 | - | - | - | - | 132,750 |
| Share-based compensation | - | - | 11,062 | - | - | - | 11,062 |
| Net and comprehensive loss for the period | - | - | - | - | (63,169) | (296,632) | (359,801) |
| Balance, November 30, 2024 | 26,710,054 | 22,998,964 | 2,230,335 | 90,000 | 87,454 | (21,456,272) | 3,950,481 |
| Shares issued pursuant to private placement | 10,016,111 | 1,177,175 | - | - | - | - | 1,177,175 |
| Share issuance costs | 1,070,500 | (197,742) | 95,452 | - | - | - | (102,290) |
| Warrants exercised | 990,000 | 59,400 | - | - | - | - | 59,400 |
| Shares issued for exploration and evaluation assets | 250,000 | 26,250 | - | - | - | - | 26,250 |
| Subscriptions received | - | - | - | (90,000) | - | - | (90,000) |
| Share-based compensation | - | - | 388,820 | - | - | - | 388,820 |
| RSUs exercised | 450,000 | 42,000 | (42,000) | - | - | - | - |
| Net and comprehensive loss for the period | - | - | - | - | (2,855) | (1,600,944) | (1,603,799) |
| Balance, May 31, 2025 | 39,486,665 | 24,106,047 | 2,672,607 | - | 84,599 | (23,057,216) | 3,806,037 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Page 5
ARMOY MINING CORP.
Notes to Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended May 31, 2025 and 2024
(Unaudited - expressed in Canadian Dollars)
1. NATURE OF OPERATIONS AND GOING CONCERN
Armory Mining Corp. (formerly, Spey Resources Corp.) ("Armory" or the "Company") was incorporated on July 31, 2017, under the laws of British Columbia. The address of the Company's corporate office and its principal place of business is Suite 1100-1199 West Hastings Street, Vancouver, BC V6E 3T5 Canada. The Company is listed for trading on the Canadian Securities Exchange ("CSE") under the symbol "ARMY".
The Company's principal business activities include the acquisition and exploration of mineral property assets. As at May 31, 2025, the Company had not yet determined whether the Company's mineral property assets contain ore reserves that are economically recoverable. The recoverability of amount shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete the development of and the future profitable production from the property or realizing proceeds from its disposition.
On June 28, 2024, the Company consolidated its outstanding common shares on a 10:1 basis. All share amounts have been restated on a consolidated basis.
The Company had a deficit of $23,057,216 as at May 31, 2025 (November 30, 2024 - $21,456,272), which has been funded by the issuance of equity. The Company's ability to continue its operations and to realize its assets at their carrying values is dependent upon obtaining additional financing and generating revenues sufficient to cover its operating costs. The outcome of these matters cannot be predicted at this time and indicate the existence of material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern.
These condensed interim consolidated financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in these condensed interim consolidated financial statements.
These condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
2. MATERIAL ACCOUNTING POLICIES
Statement of compliance
These unaudited condensed interim consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. The condensed interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended November 30, 2024.
The Company uses the same accounting policies and methods of computation as in the annual consolidated financial statements for the year ended November 30, 2024.
The condensed interim consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, except for certain financial assets and liabilities that are measured at fair value. The consolidated financial statements are presented in Canadian dollars unless otherwise noted.
The condensed interim consolidated financial statements were approved by the board and authorized for issue on July 29, 2025.
Page 6
ARMOY MINING CORP.
Notes to Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended May 31, 2025 and 2024
(Unaudited - expressed in Canadian Dollars)
Basis of consolidation
These condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries at the end of the reporting period as follows:
| Incorporation | Percentage owned | ||
|---|---|---|---|
| 2025 | 2024 | ||
| Tech One | Canada | 100% | 100% |
| Tay Resources Corp. | Canada | 100% | 100% |
| Lithium Energy Metal Corporation (“LEM”) | Canada | 100% | 100% |
| Antimony Assets Inc. | Canada | 100% | 100% |
| Spey Resources Argentina S.A. | Argentina | 80% | 80% |
All significant intercompany accounts and transactions between the Company and its subsidiaries have been eliminated upon consolidation.
Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
3. EXPLORATION AND EVALUATION ASSETS
| Kaslo Silver | Candela II | Riley Creek | Armory | Total | |
|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | |
| Acquisition Costs | |||||
| At November 30, 2023 | 415,582 | 1,530,500 | - | - | 1,946,082 |
| Cash payments | 90,000 | - | - | 25,000 | 115,000 |
| Shares issued | 62,000 | - | 995,000 | 25,000 | 1,082,000 |
| Option payment received | - | (110,000) | - | - | (110,000) |
| At November 30, 2024 | 567,582 | 1,420,500 | 995,000 | 50,000 | 3,033,082 |
| Shares issued | - | - | - | 26,250 | 26,250 |
| Impairment | (304,712) | - | - | - | (304,712) |
| At May 31, 2025 | 262,870 | 1,420,500 | 995,000 | 76,250 | 2,754,620 |
| Exploration Costs | |||||
| At November 30, 2023 | 122,011 | 1,451,464 | - | - | 1,573,475 |
| Assaying | 5,212 | - | - | - | 5,212 |
| Administration | 754 | - | - | - | 754 |
| Consulting | 2,500 | - | - | - | 2,500 |
| Travel | 2,153 | - | 2,814 | - | 4,967 |
| Foreign exchange | - | (36,844) | - | - | (36,844) |
| At November 30, 2024 | 132,630 | 1,414,620 | 2,814 | - | 1,550,064 |
| Consulting | 4,500 | - | 18,716 | - | 23,216 |
| Geological | - | - | - | 6,000 | 6,000 |
| Foreign exchange | - | (2,855) | - | - | (2,855) |
| At May 31, 2025 | 137,130 | 1,411,765 | 21,530 | 6,000 | 1,576,425 |
| At November 30, 2024 | 700,212 | 2,835,120 | 997,814 | 50,000 | 4,583,146 |
| At May 31, 2025 | 400,000 | 2,832,265 | 1,016,530 | 82,250 | 4,331,045 |
Page 7
ARMORY MINING CORP.
Notes to Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended May 31, 2025 and 2024
(Unaudited - expressed in Canadian Dollars)
Kaslo Silver Property
The Company had an option to acquire an undivided 100% interest in and to the Kaslo Silver Property (the "Kaslo Silver Property"), a silver and base metal property, located 12 kilometres west of Kaslo in southern British Columbia.
The option was exercisable by the Company pursuant to the following:
Cash payments as follows:
- $30,000 on or before May 12, 2022 (paid);
- $20,000 on or before March 21, 2024 (paid);
- $10,000 on or before June 15, 2024 (paid); and
- $60,000 on or before September 9, 2024 (paid).
Issuing an aggregate of 57,885 common shares as follows:
- 50,000 shares on or before November 30, 2022 (issued and fair valued at $87,500, $30,712 accrued at November 30, 2021); and
- 7,885 common shares on or before September 15, 2023 (issued); and
- $50,000 worth of common shares on December 15, 2023 (issued 100,000 common shares)
- $60,000 worth of common shares (issued 1,200,000 common shares)
During the year ended November 30, 2024, the Company fulfilled the option payments and exercised its option to acquire a 100% interest in the Kaslo Silver Property.
The Company was also required to issue an additional 13,142 common shares upon the commencement of commercial production at the Kaslo Silver Property.
Upon commencement of commercial production at the Kaslo Silver Property, the Kaslo Silver Property will be subject to 2.5% net smelter return royalty.
Subsequent to May 31, 2025, the Company announced that it has entered into an agreement with 2724898 Alberta Inc. ("2724898"), a private Alberta company, pursuant to which the Company has agreed to sell its 100% interest in the Kaslo Silver property in exchange for a cash payment of $100,000 (received subsequent to May 31, 2025) and 1,500,000 common shares of 2724898 at a deemed price of $0.20 per share. During the period ended May 31, 2025, the Company recognized an impairment of $304,712 to value the Kaslo Silver Property according to the consideration in the agreement.
Candella II Project
On March 18, 2021, Tech One entered into a mineral property option agreement (the "Candela II Agreement") with A.I.S Resources Ltd. (the "Optionor"). The Company has an option to acquire up to a 100% interest in the mining tenement known as Candella II located in Salar de Incahuasi, Province of Salta, Argentina (the "Concession").
On April 28, 2021, the Company entered into an amended and restated exploration and mineral property purchase agreement (the "Amended Agreement") with the Optionor, which supersedes the Candela II Agreement, to include a clause to appoint the Optionor as the exclusive project manager for any exploration conducted on the Concession.
Pursuant to the terms of the Agreement and the Amended Agreement, the Company acquired an 80% interest in the Concession.
Page 8
ARMORY MINING CORP.
Notes to Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended May 31, 2025 and 2024
(Unaudited - expressed in Canadian Dollars)
On March 4, 2024, the Company entered into an option agreement (the "Candela Option") with American Salars Lithium Inc. ("American Salars") whereby the Company has granted American Salars the option to acquire the Company's 80% interest in the Candela II project. As part of the Candela Option, the title of the Candela property was transferred to Spey Resources Argentina S.A. and 20% of the outstanding shares of Spey Resources Argentina S.A were transferred to AIS, as they hold a 20% interest in the Candela II project.
In consideration the Company would have received $1,958,000 and 5,268,000 common shares of American Salars at a price of $0.30 per share as follows:
| Cash $ | Shares # | |
|---|---|---|
| Within 60 days of the Candela Option | 110,000 (received) | 1,317,000 |
| On or before the 1st anniversary execution of the Candela option | 176,000 | 1,317,000 |
| On or before the 2nd anniversary execution of the Candela option | 352,000 | 1,317,000 |
| On or before the 3rd anniversary execution of the Candela option | 440,000 | 1,317,000 |
| On or before the 4th anniversary execution of the Candela option | 440,000 | - |
| On or before the 5th anniversary execution of the Candela option | 440,000 | - |
| Total | 1,958,000 | 5,268,000 |
During the period ended May 31, 2025, American Salars relinquished their option and will not make any additional cash payments or share issuances.
Riley Creek
On November 19, 2024, the Company issued 4,975,000 common shares to acquire a 100% interest in Antimony Assets Inc. an Ontario based company whose only asset is two mineral claims located in Haida Gwaii, British Columbia known as the "Riley Creek Project". As the mineral claims were the only assets of Antimony Assets Inc. the acquisition was accounted for as an asset acquisition and the consideration shares were fair valued at $995,000, with the value fully allocated to the Riley Creek Project.
Armory Project
On October 25, 2024, the Company entered into an option agreement to acquire a 100% interest in certain mineral claims located adjacent to and surrounding the past-producing West Gore antimony-gold mine in central Nova Scotia (the "Armory Project"). Per the terms of the agreement, the Company can acquire a 100% interest by completing the following:
- Making cash payments of $25,000 within five days of closing of the transaction (paid)
- Issue 250,000 common shares of the Company within five days of closing (issued and fair valued at $25,000)
- Issue 250,000 common shares of the Company on or before the date which is four months from closing (issued and fair valued at $26,250)
- Make an additional cash payment of $25,000 on or before the date which is six months from closing.
- Issue an additional 250,000 common shares on or before the date which eight months from closing.
The Armory Project is subject to a 2% NSR royalty. The Company has the option to purchase 50% of the NSR royalty, being a 1% NSR royalty at any time for $500,000.
Page 9
ARMORY MINING CORP.
Notes to Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended May 31, 2025 and 2024
(Unaudited - expressed in Canadian Dollars)
4. MARKETABLE SECURITIES AND INVESTMENTS
Changes in the Company's marketable securities balance is as follows:
| $ | |
|---|---|
| Balance, November 30, 2023 | 225,000 |
| Proceeds on disposition | (161,750) |
| Realized loss on marketable securities | (63,250) |
| Balance, November 30, 2024 and May 31, 2025 | - |
5. LOANS PAYABLE
Changes in the Company's loan payable balance is as follows:
| $ | |
|---|---|
| Balance, November 30, 2023 and 2024 | 22,420 |
| Loan received | 50,000 |
| Interest accrued | 835 |
| Balance, May 31, 2025 | 73,255 |
During the six months ended May 31, 2025, the Company received a $50,000 loan from a third-party lender. The loan bears interest at 6% per annum and is payable on demand.
6. SHARE CAPITAL
Authorized Share Capital
The Company is authorized to issue an unlimited number of common shares without par value.
Issued share capital
During the six months ended May 31, 2025:
On December 18, 2024, the Company closed a non-brokered private placement by issuing 5,000,000 units at a price of $0.10 per unit for gross proceeds of $500,000. Each unit consisted of one common share and one-half share purchase warrant. Each full warrant is exercisable at a price of $0.20 per share until December 18, 2029. The warrants were allocated a value of $nil using the residual value method. The Company paid cash finder's fees of $4,725 and issued 47,250 finder's warrants. The finder's warrants are exercisable at a price of $0.20 per warrant until December 18, 2026. The Company incurred other cash share issuance costs of $7,028. The finder's warrants were fair valued at $5,048 using the Black-Scholes option pricing model using the following assumptions: Expected life – 2 years, expected volatility – 100%, risk free rate – 2.88%, expected dividends – nil.
On January 22, 2025, the Company closed a non-brokered private placement by issuing 5,016,111 common shares at a price of $0.135 per share for aggregate gross proceeds of $677,175. The Company paid cash finders fees of $65,017, issued 370,500 finder's shares and 481,611 finder's warrants. The Company incurred other cash share issuance costs of $25,520. Each finder's warrant is exercisable at a price of $0.135 per share until January 22, 2029. The Company also issued 700,000 common shares as compensation for advisory services provided in connection with the private placement. The finder's warrants were fair valued at $90,404
Page 10
ARMORY MINING CORP.
Notes to Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended May 31, 2025 and 2024
(Unaudited - expressed in Canadian Dollars)
using the Black-Scholes option pricing model using the following assumptions: Expected life – 5 years, expected volatility – 100%, risk free rate – 2.88%, expected dividends – nil.
The Company issued 250,000 common shares valued at $26,250 for Armory Project (Note 3).
During the six months ended May 31, 2025, the Company issued 450,000 common shares pursuant to the exercise of RSUs and transferred $42,000 of contributed surplus to share capital.
During the six months ended May 31, 2025, the Company issued 990,000 common shares pursuant to the exercise of warrants for gross proceeds of $59,400.
During the year ended November 30, 2024:
The Company issued 1,300,000 common shares valued at $62,000 for the Kaslo Silver Property (Note 3).
On October 23, 2024, the Company closed a non-brokered private placement issuing 6,600,000 units at $0.05 per unit for gross proceeds of $330,000. Each unit consists of one common share and one-half share purchase warrant. Each full warrant is exercisable at a price of $0.06 per share until October 23, 2029. The Company valued the warrants at $nil using the residual value method.
On November 4, 2024, the Company closed a non-brokered private placement issuing 1,000,000 units for gross proceeds of $50,000. Each unit consists of one common share and one-half share purchase warrant. Each full warrant is exercisable at a price of $0.06 per share until November 4, 2029. The Company valued the warrants at $nil using the residual value method. The Company incurred cash share issuance costs of $13,876.
The Company issued 250,000 common shares valued at $25,000, pursuant to the acquisition of the Armory Project (Note 3).
The Company issued 1,475,000 common shares, valued at $132,750, to settle debt of $143,500. The Company recorded a gain on debt settlement of $10,750.
The Company issued 4,975,000 common shares, valued at $995,000, pursuant to the acquisition of the Riley Creek Project (Note 3).
Share options
The Company has established a rolling share option plan (the "Plan"), in which the maximum number of common shares which can be reserved for issuance under the Plan is 10% of the issued and outstanding shares of the Company. The minimum exercise price of the options is set at the Company's closing share price on the day before the grant date, less allowable discounts in accordance with the policies of the CSE. The vesting provisions are determined by the Board of Directors and, unless otherwise stated, fully vest when granted.
A summary of share option activity is as follows:
| Number of Share Options | Weighted Average Exercise Price | |
|---|---|---|
| $ | ||
| Balance, November 30, 2023 | 352,500 | 2.41 |
| Expired | (352,500) | 2.41 |
| Balance, November 30, 2024 | - | - |
| Granted | 100,000 | 0.17 |
| Balance, May 31, 2025 | 100,000 | 0.17 |
ARMORY MINING CORP.
Notes to Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended May 31, 2025 and 2024
(Unaudited - expressed in Canadian Dollars)
On February 18, 2025, the Company granted 100,000 share options to a director of the Company. The options vested immediately, are exercisable at $0.17 and expire on February 18, 2030. The Company fair valued the options at $11,082 using the Black-Scholes option pricing model using the following assumptions: Expected life – 5 years, expected volatility – 100%, risk free rate – 2.88%, expected dividends – nil.
A summary of the share options outstanding at May 31, 2025 is as follows:
| Number of Share Options | Exercise Price | Expiry Date |
|---|---|---|
| $ | ||
| 100,000 | 0.17 | February 18, 2030 |
| 100,000 |
The weighted average life of share options outstanding at May 31, 2025 was 4.72 years.
During the three and six months ended May 31, 2025 the Company recorded $nil and $11,082 (2024 - $nil and $nil) in share-based compensation expense relating to the vesting of share options.
Warrants
A summary of warrant activity is as follows:
| Number of Warrants | Weighted Average Exercise Price | |
|---|---|---|
| $ | ||
| Balance, November 30, 2023 | 1,291,059 | 3.50 |
| Expired | (1,291,059) | 3.50 |
| Issued | 3,800,000 | 0.06 |
| Balance, November 30, 2024 | 3,800,000 | 0.06 |
| Issued | 3,028,861 | 0.19 |
| Exercised | (990,000) | 0.06 |
| Balance, May 31, 2025 | 5,838,861 | 0.13 |
A summary of the warrants outstanding at May 31, 2025 is as follows:
| Number of Warrants | Exercise Price | Expiry Date |
|---|---|---|
| $ | ||
| 47,250 | 0.20 | December 18, 2026 |
| 481,611 | 0.135 | January 22, 2029 |
| 2,310,000 | 0.06 | October 23, 2029 |
| 500,000 | 0.06 | November 4, 2029 |
| 2,500,000 | 0.20 | December 18, 2029 |
| 5,838,861 |
The weighted average life of warrants outstanding at May 31, 2025 was 4.38 years.
Page 12
ARMORY MINING CORP.
Notes to Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended May 31, 2025 and 2024
(Unaudited - expressed in Canadian Dollars)
Restricted Share Units ("RSUs")
A summary of RSU activity is as follows:
| Number of Share Options | |
|---|---|
| Balance, November 30, 2023 | 200,000 |
| Granted | 450,000 |
| Cancelled | (200,000) |
| Balance, November 30, 2024 | 450,000 |
| Granted | 2,550,000 |
| Exercised | (450,000) |
| Balance, May 31, 2025 | 2,550,000 |
On October 25, 2024, the Company granted 300,000 RSUs to a former officer of the Company. The RSUs vested on February 22, 2025. The RSU's were fair valued at $27,000.
On November 4, 2024, the Company granted 150,000 RSUs to a former officer of the Company. The RSUs vested on March 4, 2025. The RSU's were fair valued at $15,000.
On February 18, 2025, the Company granted 2,550,000 RSU's to former directors, directors and consultants of the Company. The RSUs vested on June 18, 2025. The RSUs were fair valued at $408,000.
During the three and six months ended May 31, 2025 the Company recorded $313,420 and $377,738 (2024 - $nil and $nil) in share-based compensation expense relating to the vesting of RSUs.
7. RELATED PARTY TRANSACTIONS AND BALANCES
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company's executive officers including the chief executive officer ("CEO") and the chief financial officer ("CFO") and the members of the Board of Directors. Transactions with related parties are made in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
Accounts payable and accrued liabilities at May 31, 2025, include $15,750 (November 30, 2024 - $213,766) owing to directors, officers, or to companies significantly controlled by common directors for unpaid fees and expense reimbursements. The amounts owing are unsecured, non-interest bearing and due on demand.
Page 13
Page 14
ARMORY MINING CORP.
Notes to Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended May 31, 2025 and 2024
(Unaudited - expressed in Canadian Dollars)
The Company incurred charges to directors and officers, or to companies associated with these individuals, during the three and six months ended May 31, 2025 and 2024:
| Three months ended May 31, | Six months ended May 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| $ | $ | $ | $ | |
| Management and consulting fees^{1} | 15,000 | 15,000 | 40,000 | 30,000 |
| Professional fees^{2} | 21,660 | 18,150 | 38,598 | 34,300 |
| Share-based compensation | 620 | - | 54,687 | - |
| 37,280 | 33,150 | 133,285 | 64,300 |
1 Includes fees paid or payable to the CEO, former CFO and former CEO for services rendered to the Company
2 Includes fees paid or payable to a company the former CFO is a managing director of for services rendered to the Company
8. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Categories of financial assets and financial liabilities
Financial instruments are classified into one of the following categories: fair value through profit or loss ("FVTPL"); amortized cost; and fair value through other comprehensive income. The carrying values of the Company's financial instruments are classified into the following categories:
| Financial Instrument | Category | May 31, 2025 | November 30, 2024 |
|---|---|---|---|
| $ | $ | ||
| Cash and cash equivalents | FVTPL | 22,806 | 116,921 |
| Accounts payable and accrued liabilities | Amortized cost | (830,351) | (889,272) |
| Loans payable | Amortized cost | (73,255) | (22,420) |
The Company's financial instruments recorded at fair value require disclosure about how the fair value was determined based on significant levels of inputs described in the following hierarchy:
Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and value to provide pricing information on an ongoing basis.
Level 2 - Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the market place.
Level 3 - Valuations in this level are those with inputs for the asset or liability that are not based on observable market data.
The recorded amounts for cash and cash equivalents, accounts payable and accrued liabilities and loans payable approximate their fair value due to their short-term nature.
Risk exposure
The Company's risk exposures and the impact on the Company's financial instruments are summarized below:
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ARMORY MINING CORP.
Notes to Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended May 31, 2025 and 2024
(Unaudited - expressed in Canadian Dollars)
Currency risk
The Company's expenses are denominated in Canadian dollars. The Company's corporate office is based in Canada and current exposure to exchange rate fluctuations is minimal. As the Company commences exploration activities through Spey Argentina, the Company's exposure to exchange rate fluctuations may change and will be monitored by management.
As at May 31, 2025, the Company does not have any material foreign currency denominated monetary liabilities. The principal business of the Company is the identification and evaluation of assets or a business and once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholder approval and acceptance by regulatory authorities.
Credit risk
Credit risk is the risk of loss associated with a counterparty's inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to cash and cash equivalents and amounts receivable. Management believes that the credit risk concentration with respect to financial instruments included in cash and cash equivalents and amounts receivable is remote.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its obligations as they come due. The Company's ability to continue as a going concern is dependent on management's ability to raise the required capital through future equity or debt issuances but there can be no assurance that such financing will be available on a timely basis under terms acceptable to the Company. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. As at May 31, 2025, the Company had a cash and cash equivalents balance of $22,806 to settle current liabilities of $903,606.
Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. These fluctuations may be material.
Interest rate risk
Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company does not hold any financial liabilities with variable interest rates. The loans included in loans payable bear interest at 6% per annum. The Company does maintain bank accounts which earn interest at variable rates, but it does not believe it is currently subject to any material interest rate risk.
9. CAPITAL MANAGEMENT
The Company does not have any externally imposed regulatory capital requirements for managing capital. The Company has defined its capital to mean working capital and shareholders' equity, as determined at each reporting date.
The Company's objectives when managing capital are to safeguard the entity's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders. The Company sets the amount of capital in proportion to risk. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new shares, or engage in debt financing.
ARMORY MINING CORP.
Notes to Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended May 31, 2025 and 2024
(Unaudited - expressed in Canadian Dollars)
10. SEGMENT DISCLOSURE
As at May 31, 2025, the Company has one reportable segment, being mineral exploration and has operations in two geographical areas, Canada and Argentina.
The Company's assets by geographic location are as follows:
| May 31, 2025 | November 30, 2024 | |
|---|---|---|
| $ | $ | |
| Assets | ||
| Canada | 1,877,378 | 2,027,053 |
| Argentina | 2,832,265 | 2,835,120 |
| 4,709,643 | 4,862,173 |
The Company's net loss by geographic location is as follows
| May 31, 2025 | May 31, 2024 | |
|---|---|---|
| $ | $ | |
| Net loss | ||
| Canada | 1,600,944 | 345,243 |
| Argentina | - | 31,524 |
| 1,600,944 | 376,767 |
11. SUBSEQUENT EVENTS
Subsequent to May 31, 2025:
-
The Company announced that it has entered into an assignment agreement with 1321968 BC Ltd., Northex Capital Partners Inc., and Tidal Gold Corp. (together, the "Optionors") pursuant to which 1321968 BC Ltd. agreed to assign to the Company an option to acquire a 100% interest in certain mineral claims located in Haida Gwaii, British Columbia, which will form part of the Company's Riley Creek Project.
-
In consideration for the assignment of the option, the Company has agreed to issue an aggregate of 10,100,000 common shares of the Company to the shareholders of 1321968 BC Ltd. and the Optionors as indicated in the table below:
| Shares | |
|---|---|
| # | |
| First Share Issuance (within 5 business days from receipt of approval of the Assignment Agreement from the CSE ("Exchange Approval")) (issued) | 9,000,000 |
| Second Share Issuance (later of i) five business days from Exchange Approval and ii) July 30, 2025) | 500,000 |
| Third Share Issuance (later of i) five business days from Exchange Approval and ii) February 1, 2026) | 600,000 |
| Total | 10,100,000 |
- To exercise the option to acquire a 100% interest in the mineral claims, the Company is required to:
- Incur $50,000 of exploration expenditures on the project on or before October 31, 2025; and
-
Making a cash payment of $100,000 on or before October 31, 2026.
-
If the option is exercised, the Company's interest in the Riley Creek Project will be subject to a 2% NSR royalty granted to the Optionors. The Company has the option to purchase 50% of the NSR royalty, being a 1% NSR royalty at any time for $500,000.
-
The Company issued 1,450,000 common shares pursuant to the exercise of RSUs.
- The Company issued 400,000 common shares pursuant to the exercise of warrants for gross proceeds of $24,000.
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