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Arya Resources Ltd. — Interim / Quarterly Report 2025
Sep 30, 2025
47564_rns_2025-09-29_825bde42-975a-474e-96f2-cbae6ce8433e.pdf
Interim / Quarterly Report
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ARYA RESOURCES LTD.
Condensed Interim Financial Statements
For the three months ended July 31, 2025 and 2024
(Unaudited - Expressed in Canadian dollars)
Notice of Disclosure of Non-auditor Review of the Condensed Interim Financial Statements for the Three Months Ended July 31, 2025 and 2024
Pursuant to National Instrument 51-102 Continuous Disclosure Obligations, part 4, subsection 4.3(3)(a) issued by the Canadian Securities Administrators, if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the interim financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed interim financial statements of Arya Resources Ltd. for the interim periods ended July 31, 2025 and 2024, have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting, as issued by the International Accounting Standards Board, and are the responsibility of management.
The independent auditors, MNP LLP, have not performed a review of these unaudited condensed interim financial statements.
September 29, 2025
(Unaudited - Expressed in Canadian dollars)
ARYA RESOURCES LTD.
Condensed Interim Statements of Financial Position
| Note | July 31, 2025 | April 30, 2025 | |
|---|---|---|---|
| ASSETS | $ | $ | |
| Current | |||
| Cash | 824,008 | 3,572 | |
| Goods and services tax receivable | 15,628 | 9,400 | |
| Prepaid expenses and deposits | 5,180 | 5,180 | |
| 844,816 | 18,152 | ||
| Exploration and evaluation assets | 5 | 184,800 | 89,800 |
| Total assets | 1,029,616 | 107,952 | |
| LIABILITIES | |||
| Current | |||
| Accounts payable and accrued liabilities | 9 | 153,179 | 157,924 |
| Flow-through premium liability | 6 | 23,738 | - |
| Promissory notes | 7, 9 | 10,000 | 42,000 |
| Total liabilities | 186,917 | 199,924 | |
| SHAREHOLDERS' EQUITY (DEFICIENCY) | |||
| Share capital | 8(c) | 2,775,395 | 1,884,865 |
| Reserves | 539,979 | 318,753 | |
| Deficit | (2,472,675) | (2,295,590) | |
| Total shareholders' equity (deficiency) | 842,699 | (91,972) | |
| Total liabilities and shareholders' equity (deficiency) | 1,029,616 | 107,952 |
Nature of operations and going concern (Note 1)
Subsequent event (Note 12)
Approved and authorized for issue on behalf of the Board of Directors:
/s/ "Rasool Mohammed"
Director
/s/ "Andrew Cormier"
Director
The accompanying notes are an integral part of these condensed interim financial statements.
(Unaudited - Expressed in Canadian dollars, except number of shares)
ARYA RESOURCES LTD.
Condensed Interim Statements of Income (Loss) and Comprehensive Income (Loss)
| Note | Three months ended July 31, | ||
|---|---|---|---|
| 2025 | 2024 | ||
| $ | $ | ||
| Operating expenses | |||
| Directors' fees | 9 | 6,000 | - |
| Exploration and evaluation expenses | 5 | 54,800 | - |
| Filing fees | 590 | - | |
| General and administrative | 34,932 | 8,715 | |
| Management fees | 9 | 41,528 | 47,788 |
| Professional fees | 9 | 20,250 | 3,500 |
| Share-based compensation | 8(f),9 | 22,206 | - |
| 180,306 | 60,003 | ||
| Other income (expense) | |||
| Amortization of flow-through premium liability | 6 | 2,262 | - |
| Gain on forgiveness of accrued interest on promissory notes | 7 | 1,401 | - |
| Government grant income | - | 67,308 | |
| Interest expense on promissory note | 7 | (442) | - |
| Net income (loss) and comprehensive income (loss) for the period | (177,085) | 7,305 | |
| Net income (loss) per share: | |||
| Basic and diluted | (0.01) | 0.00 | |
| Weighted average number of common shares: | |||
| Basic and diluted | 33,643,097 | 25,609,995 |
The accompanying notes are an integral part of these condensed interim financial statements.
(Unaudited - Expressed in Canadian dollars)
ARYA RESOURCES LTD.
Condensed Interim Statements of Cash Flows
| Three months ended July 31, | ||
|---|---|---|
| 2025 | 2024 | |
| $ | $ | |
| Operating activities | ||
| Net (loss) income for the period | (177,085) | 7,305 |
| Adjustments for: | ||
| Share-based compensation | 22,206 | - |
| Amortization of flow-through premium liability | (2,262) | - |
| Gain on forgiveness of accrued interest on promissory notes | (1,401) | - |
| Changes in non-cash working capital items: | ||
| Goods and services tax receivable | (6,228) | 34,429 |
| Accounts payable and accrued liabilities | (3,344) | (31,151) |
| Cash (used in) provided by operating activities | (168,114) | 10,583 |
| Investing activities | ||
| Ramp East Claims option payment | (25,000) | - |
| Proceeds from government grant | - | 67,308 |
| Cash (used in) provided by investing activities | (25,000) | 67,308 |
| Financing activities | ||
| Repayment of promissory notes | (32,000) | - |
| Proceeds from issuance of units in private placement | 510,000 | - |
| Proceeds from issuance of flow-through shares in private placements | 630,000 | - |
| Unit and flow-through share issuance costs | (94,450) | - |
| Cash provided by financing activities | 1,013,550 | - |
| Change in cash | 820,436 | 77,891 |
| Cash, beginning of period | 3,572 | 1,416 |
| Cash, end of the period | 824,008 | 79,307 |
| Supplemental cash flow information: | ||
| Fair value of shares issued for Ramp East Claims option payment | 70,000 | - |
| Fair value of finders' warrants issued as finders' fees for private placements | 33,786 | - |
| Cash interest paid | - | - |
| Cash income tax paid | - | - |
The accompanying notes are an integral part of these condensed interim financial statements.
(Unaudited - Expressed in Canadian dollars, except number of shares)
ARYA RESOURCES LTD.
Condensed Interim Statements of Changes in Equity
| Common shares | Share capital | Reserves | Deficit | Total shareholder's equity (deficiency) | |
|---|---|---|---|---|---|
| # | $ | $ | $ | $ | |
| Balance, April 30, 2024 | 25,609,995 | 1,678,839 | 439,896 | (2,193,498) | (74,763) |
| Net income for the period | - | - | - | 7,305 | 7,305 |
| Balance, July 31, 2024 | 25,609,995 | 1,678,839 | 439,896 | (2,186,193) | (67,458) |
| Fair value of expired unexercised warrants transferred to deficit | - | - | (132,828) | 132,828 | - |
| Shares issued for Wedge Lake Gold Property option payment | 100,000 | 7,500 | - | - | 7,500 |
| Shares issued for debt settlement | 2,647,010 | 198,526 | - | - | 198,526 |
| Share-based compensation | - | - | 11,685 | - | 11,685 |
| Net loss and comprehensive loss for the period | - | - | - | (242,225) | (242,225) |
| Balance, April 30, 2025 | 28,357,005 | 1,884,865 | 318,753 | (2,295,590) | (91,972) |
| Units issued in unit financing | 5,100,000 | 344,766 | 165,234 | - | 510,000 |
| Shares issued in flow-through financing | 4,712,820 | 630,000 | - | - | 630,000 |
| Flow-through premium liability | - | (26,000) | - | - | (26,000) |
| Unit and flow-through share issuance costs | - | (128,236) | 33,786 | - | (94,450) |
| Shares issued for Ramp East Claims option payment | 500,000 | 70,000 | - | - | 70,000 |
| Share-based compensation | - | - | 22,206 | - | 22,206 |
| Net loss and comprehensive loss for the period | - | - | - | (177,085) | (177,085) |
| Balance, July 31, 2025 | 38,669,825 | 2,775,395 | 539,979 | (2,472,675) | 842,699 |
The accompanying notes are an integral part of these condensed interim financial statements.
ARYA RESOURCES LTD.
Notes to the Condensed Interim Financial Statements
For the three months ended July 31, 2025 and 2024
(Unaudited - Expressed in Canadian dollars, except where noted)
1. NATURE OF OPERATIONS AND GOING CONCERN
Arya Resources Ltd. (the "Company" or "Arya") was incorporated under the laws of the Province of British Columbia on October 19, 2017. The Company is an exploration stage mining company focused on the acquisition, exploration and development of mineral property interests in Saskatchewan, Canada. The Company's registered and records office is 301-850 West Georgia Street, Vancouver, British Columbia, V6C 3J1. The Company's common shares are traded on the TSX Venture Exchange (the "TSX-V") under the symbol RBZ-P.
The Company has not determined if its exploration and evaluation assets contain ore reserves that are economically recoverable. The recoverability of exploration and evaluation assets are 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.
As at July 31, 2025, the Company had working capital of $657,899 (April 30, 2025 - working capital deficit of $181,772), an accumulated deficit of $2,472,675 (April 30, 2025 - $2,295,590) and has not generated revenue to date. The Company's operations to date have been funded through the issuance of equity and debt. These factors represent a material uncertainty which may cast significant doubt upon the Company's ability to continue as a going concern. The Company's ability to continue its operations and to realize its assets at their carrying values is dependent upon obtaining additional financing. During the three months ended July 31, 2025, the Company received gross proceeds of $1,140,000 from its non-flow through and flow-through financings.
These condensed interim financial statements for the three months ended July 31, 2025 and 2024 (the "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 financial statements.
2. BASIS OF PREPARATION
a) Statement of compliance
These financial statements have been prepared in accordance with IFRS® Accounting Standards ("IFRS Accounting Standards") as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee applicable to the preparation of interim financial statements including International Accounting Standard 34 Interim Financial Reporting. These financial statements do not include all disclosures required for annual audited financial statements. Accordingly, they should be read in conjunction with the notes to the Company's audited financial statements for the years ended April 30, 2025 and 2024 (the "Annual Financial Statements").
These financial statements were approved by the Board of Directors and authorized for issue on September 29, 2025.
b) Basis of presentation
These financial statements have been prepared using the historical cost basis, except for certain financial assets and liabilities which are measured at fair value, as specified by IFRS Accounting Standards, for each type of asset, liability, income and expense as set out in the material accounting policies below.
c) Functional and presentational currency
These financial statements are presented in Canadian dollars. The functional currency is the currency of the primary economic environment in which an entity operates.
d) Reclassification and change in presentation of comparative figures
Professional fees of $11,788 recognized during the three months ended July 31, 2024 have been reclassified to management fees to conform to the Company's current year presentation of these amounts on the statements of income (loss) and comprehensive income (loss). These reclassifications had no effect on the reported net income (loss) and comprehensive income (loss).
ARYA RESOURCES LTD.
Notes to the Condensed Interim Financial Statements
For the three months ended July 31, 2025 and 2024
(Unaudited - Expressed in Canadian dollars, except where noted)
3. MATERIAL ACCOUNTING POLICIES
The material accounting policies followed in preparing the financial statements are the same as those followed in preparing the Annual Financial Statements. For a complete summary of significant accounting policies, please refer to the Company's Annual Financial Statements.
4. SIGNIFICANT ACCOUNTING JUDGMENTS AND SOURCES OF ESTIMATION UNCERTAINTY
The preparation of financial statements under IFRS Accounting Standards requires management to make judgements in applying its accounting policies and estimates that affect the reported amounts of assets and liabilities at the period end date and reported amounts of expenses during the reporting period. Such judgements and estimates are, by their nature, uncertain. Actual outcomes could differ from these estimates.
The impact of such judgements and estimates are pervasive throughout these financial statements and may require accounting adjustments based on future occurrences. These judgements and estimates are continuously evaluated and are based on management's experience and knowledge of the relevant facts and circumstances. Revisions to accounting estimates are recognized in the period in which the estimate is revised and are accounted for prospectively.
In preparing these financial statements, the Company applied the same significant judgements in applying its accounting policies and is exposed to the same sources of estimation uncertainty as disclosed its Annual Financial Statements.
5. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURE
A summary of the Company's exploration and evaluation assets is as follows:
| Wedge Lake Gold Property | Dunlop Deposit | Ramp East Claims | Total | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Balance, April 30, 2024 | 56,800 | 15,500 | - | 72,300 |
| Cash option payment | 10,000 | - | - | 10,000 |
| Option payment in shares | 7,500 | - | - | 7,500 |
| Balance, April 30, 2025 | 74,300 | 15,500 | - | 89,800 |
| Cash option payment | - | - | 25,000 | 25,000 |
| Option payment in shares | - | - | 70,000 | 70,000 |
| Balance, July 31, 2025 | 74,300 | 15,500 | 95,000 | 184,800 |
A summary of the Company's exploration and evaluation expenses for the Wedge Lake gold property (the "Wedge Lake Gold Property") is as follows:
| Three months ended July 31, | ||
|---|---|---|
| 2025 | 2024 | |
| $ | $ | |
| Drilling | 54,800 | - |
| 54,800 | - |
During the three months ended July 31, 2025 and 2024, the Company did not incur any exploration and evaluation expenses on the Dunlop Deposit and the Ramp East Claims (defined below).
ARYA RESOURCES LTD.
Notes to the Condensed Interim Financial Statements
For the three months ended July 31, 2025 and 2024
(Unaudited - Expressed in Canadian dollars, except where noted)
5. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURE (continued)
a) Wedge Lake Gold Property
The Company has the option to acquire a 100% interest in the Wedge Lake Gold Property from North-Sask Venture Ltd. (the "Wedge Lake Optionor"). Under the terms of the option agreement the Company is committed to the following:
Cash payments to the Wedge Lake Optionor
- $5,000 on November 10, 2020 (paid);
- $10,000 within 10 business days of December 16, 2022 (paid);
- $10,000 on or before December 16, 2023 (paid);
- $10,000 on or before December 16, 2024 (paid);
- $20,000 on or before December 16, 2025 (partial cash payment of $10,000 made on October 21, 2024);
- $20,000 on or before December 16, 2026; and
- $30,000 on or before December 16, 2027.
Share consideration to the Wedge Lake Optionor
- 150,000 common shares within 10 business days of December 16, 2022 (issued);
- 100,000 common shares on or before December 16, 2023 (issued);
- 100,000 common shares on or before December 16, 2024 (issued);
- 150,000 common shares on or before December 16, 2025;
- 200,000 common shares on or before December 16, 2026; and
- 300,000 common shares on or before December 16, 2027.
Expenditure on the Wedge Lake Gold Property
- $100,000 on or before November 10, 2021 (met);
- an additional $300,000 on or before December 16, 2025;
- an additional $300,000 on or before December 16, 2026; and
- an additional $300,000 on or before December 16, 2027.
The optionor retained a 2.5% net smelter returns royalty ("NSR"), of which 1.0% can be purchased by the Company at any time up until certain milestones are met for $1,000,000.
Additionally, if the Company prepares a report under National Instruments 43-101 Standard of Disclosure for Mineral Projects (the "Wedge Lake Report") then the Company will be subject to the following contingent issuances of common shares:
- if the Wedge Lake Report confirms the existence of inferred mineral resource estimate grading at least 4 grams/ton of gold ("Au") for at least 80,000 contained ounces of Au on the Wedge Lake Gold Property, the Company will issue the Wedge Lake Optionor 250,000 common shares.
- if the Wedge Lake Report confirms the existence of indicated mineral resource estimate grading at least 4 grams/ton of Au, aggregating at least 80,000 ounces of Au on the Wedge Lake Gold Property, the Company will issue the Wedge Lake Optionor an additional 250,000 common shares.
- if the Wedge Lake Report confirms the existence of combined inferred mineral resources, indicated mineral resources and measured mineral resources estimate grading at least 4 grams/ton of Au aggregating an initial 500,000 ounces of Au on the Wedge Lake Gold Property, the Company will issue the Wedge Lake Optionor an additional 200,000 common shares.
9
ARYA RESOURCES LTD.
Notes to the Condensed Interim Financial Statements
For the three months ended July 31, 2025 and 2024
(Unaudited - Expressed in Canadian dollars, except where noted)
5. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURE (continued)
Furthermore, should the Company commission a pre-feasibility study with respect to the Wedge Lake Gold Property, the Company will issue the Wedge Lake Optionor an additional 200,000 common shares. As of July 31, 2025, the Company had not yet commissioned a pre-feasibility study with respect to the Wedge Lake Gold Property.
b) Dunlop Deposit
On February 28, 2023, the Company entered into a definitive agreement to acquire three claims of the previously drilled Dunlop Copper Nickel Deposit (the "Dunlop Deposit"), located 25 kilometers north of La Ronge, Saskatchewan Canada, road-accessible year around via a provincial highway. Of the three original claims, two have been forfeited, and only one claim of the Dunlop Deposit remains. As of July 31, 2025, the Company had not completed the Dunlop Deposit report.
Pursuant to the agreement, the Company can earn a 100% interest in the Dunlop Deposit claim by:
Cash payments to the Dunlop optionor
- $25,000 upon completion of a report under National Instruments 43-101, Standard of Disclosure for Mineral Projects (the "Dunlop Deposit Report"); and
- $25,000 upon completion of the Dunlop Deposit Report indicating a mineral resource on the Dunlop Deposit.
Share consideration to the Dunlop optionor
- 100,000 common shares upon TSX-V approval of the acquisition of the Dunlop Deposit (issued on May 1, 2023);
- 500,000 common shares upon completion of the Dunlop Deposit Report; and
- 1,000,000 common shares upon completion of the Dunlop Deposit Report indicating a mineral resource on the Dunlop Deposit.
Expenditure on Dunlop Deposit
- $75,000 on or before December 19, 2023 (met);
- $50,000 on or before April 25, 2024 (met); and
- $125,000 on or before April 25, 2025 (met).
The optionor retained a 3.0% NSR on the Dunlop Deposit claim, of which 2.5% may be purchased by the Company for a cash payment of $2,000,000.
c) Ramp East Claims
On May 18, 2025, the Company signed a legally binding letter of intent ("LOI") with Northex Capital Partners Inc ("Northex") to acquire a 100% interest in a prospective claim block directly adjacent to the northeast of Ramp Metals' property in the Rottenstone Domain, Northern Saskatchewan, Canada (the "Ramp East Claims"). As stipulated in the LOI, the milestones below are based on TSX-V's approval date of the transaction, which was June 26, 2025.
Pursuant to the LOI, the Company can earn a 100% interest in the Ramp East Claims by:
Cash payments to Northex
- $25,000 upon the signing the LOI (paid, May 20, 2025); and
- $75,000 on or before June 26, 2027.
Share consideration to Northex
- 500,000 common shares upon TSX-V approval of the option payment (issued on June 26, 2025, Note 8(c));
- 500,000 common shares on or before June 26, 2026; and
- 500,000 common shares on or before December 26, 2026,
10
ARYA RESOURCES LTD.
Notes to the Condensed Interim Financial Statements
For the three months ended July 31, 2025 and 2024
(Unaudited - Expressed in Canadian dollars, except where noted)
5. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURE (continued)
The Ramp East Claims is a subject to a 2.0% NSR of which 1.5% can be purchased by the Company at any time for $1,500,000.
6. FLOW-THROUGH PREMIUM LIABILITY
On June 23, 2025, the Company issued 3,846,154 flow-through shares ("FT Shares") for gross proceeds of $500,000 (Note 8(c)). In connection with the FT Share financing, the Company did not record a flow-through premium liability as the market price of the Company's common shares exceeded the FT Share price on the date of issuance. The Company is obligated to spend $500,000 on eligible exploration expenditures by December 31, 2026.
On June 30, 2025, the Company issued 866,666 FT Shares for gross proceeds of $130,000 (Note 8(c)). In connection with the FT Share financing, the Company recorded a flow-through premium liability of $26,000 representing the difference between the market price of the Company's common shares of $0.12 and the FT Share price of $0.15 at the date of issuance. The Company is obligated to spend $130,000 on eligible exploration expenditures by December 31, 2026.
During the three months ended July 31, 2025, the Company incurred $54,800 (2024 - $nil) of eligible exploration expenditures and accordingly, recorded amortization of flow-through premium liability of $2,262 (2024 - $nil).
A summary of the Company's flow-through premium liability and remaining eligible expenditure obligation is as follows:
| Flow-through funding and eligible expenditures | Flow-through premium liability | |
|---|---|---|
| $ | $ | |
| Balance, April 30, 2025 and 2024 | - | - |
| Flow-through funds raised | 630,000 | 26,000 |
| Flow-through expenditures incurred, renounced, and amortization of flow-through premium liability | (54,800) | (2,262) |
| Balance, July 31, 2025 | 575,200 | 23,738 |
7. PROMISSORY NOTES
On May 7, 2024, the Company issued a promissory note to an arm's length company for gross proceeds of $10,000. The promissory note incurs interest at a rate of 5% per annum and had a maturity date of June 30, 2025. The principal and accrued interest are payable on the maturity date. As at July 31, 2025, the promissory note remains outstanding and is past due, with total interest accrued of $616 (April 30, 2025 - $490).
On May 28, 2024, the Company issued a promissory note to the Company's Chief Executive Officer ("CEO") for gross proceeds of $20,000 (Note 9). The promissory note incurs interest at a rate of 5% per annum and had a maturity date of June 30, 2025. The principal and accrued interest are payable on the maturity date. On July 7, 2025, the Company repaid the principal related to this promissory note.
On January 22, 2025, the Company issued a promissory note to a company controlled by the Company's CEO for gross proceeds of $12,000 (Note 9). The promissory note incurs interest at a rate of 5% per annum and has a maturity date of June 30, 2025. The principal and accrued interest are payable on the maturity date. On July 18, 2025, the Company repaid the principal related to this promissory note.
During the three months ended July 31, 2025, the Company incurred interest expense on promissory notes of $442 (2024 - $nil).
On July 18, 2025, the CEO forgave the total accrued interest of $1,401 (2024 - $nil) on the promissory notes issued on May 28, 2024 and January 22, 2025. A gain on forgiveness of accrued interest on promissory notes of $1,401 was recorded through profit or loss.
ARYA RESOURCES LTD.
Notes to the Condensed Interim Financial Statements
For the three months ended July 31, 2025 and 2024
(Unaudited - Expressed in Canadian dollars, except where noted)
8. SHARE CAPITAL
a) Authorized
The Company is authorized to issue an unlimited number of common shares without par value.
b) Issued share capital
As at July 31, 2025, 38,669,825 common shares were issued and outstanding (April 30, 2025 - 28,357,005).
c) Share issuances
During the three months ended July 31, 2025, the Company had the following share capital transactions:
Units and flow-through shares issued in private placements
- On June 3, 2025, the Company closed a private placement of 5,100,000 units priced at $0.10 per unit for gross proceeds of $510,000. Each unit consists of one common share of the Company and one warrant. Each warrant is exercisable into one common share until June 3, 2027, at an exercise price of $0.25 per warrant. Using the relative fair value method, the Company allocated fair value of $344,766 to share capital and $165,234 to the reserves. Assumptions used in the Black-Scholes option pricing model ("BSM") to determine the proportionate fair value of the warrants are contained in Note 8(d).
- On June 23, 2025, the Company closed a private placement of 3,846,154 FT Shares priced at $0.13 per FT Share for gross proceeds of $500,000 (Note 6). The Company allocated the entirety of the gross proceeds to share capital as the market price of the Company's common shares of $0.15 exceeded the FT Share price of $0.13 on the date of close.
- On June 30, 2025, the Company closed a private placement of 866,666 FT Shares priced at $0.15 per FT Share for gross proceeds of $130,000 (Note 6). The Company recognized $26,000 as a flow-through premium liability which was estimated based on the price difference between the market closing price of the Company's common shares on June 30, 2025 and the FT share price of $0.03. The remainder of the gross proceeds in the amount of $104,000 was allocated to share capital.
In connection with the private placements above, the Company paid total cash issuance costs of $94,450 and issued 432,120 warrants to finders with a fair value of $33,786. Each warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.25 per warrant. These warrants are exercisable until June 3, 2027, for those issued under the $0.10 unit financing, and until June 23, 2027 for those issued under the $0.13 FT Share financing. No warrants were issued to finders in connection with the $0.15 FT Share financing. The fair value of the finders' warrants was determined using the BSM (see Note 8(d)).
Other share issuances
- On June 26, 2025, the Company issued 500,000 common shares at a price of $0.14 per common share for a total fair value of $70,000 to Northex for settlement of an option payment in relation to the Ramp East Claims (Note 5(c)).
d) Warrants
During the three months ended July 31, 2025, the Company completed the following warrant transactions:
- On June 3, 2025, in connection with the $0.10 unit financing (Note 8(c)), the Company issued 5,100,000 warrants. Each warrant entitles the holder to purchase one common share at an exercise price of $0.25 until June 3, 2027. In addition, the Company issued 210,000 finders' warrants as share issuance costs. Each finders' warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.25 until June 3, 2027.
- On June 23, 2025, in connection with the $0.13 FT Share financing (Note 8(c)), the Company issued 222,120 finders' warrants as share issuance costs. Each finders' warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.25 until June 23, 2027.
12
ARYA RESOURCES LTD.
Notes to the Condensed Interim Financial Statements
For the three months ended July 31, 2025 and 2024
(Unaudited - Expressed in Canadian dollars, except where noted)
8. SHARE CAPITAL (continued)
A summary of the Company's warrant activity is as follows:
| Number of warrants | Weighted average exercise price | |
|---|---|---|
| # | $ | |
| Balance, April 30, 2024 | 4,080,000 | 0.20 |
| Expired | (4,080,000) | 0.20 |
| Balance, April 30, 2025 | - | - |
| Issued | 5,532,120 | 0.25 |
| Balance, July 31, 2025 | 5,532,120 | 0.25 |
A summary of the Company's outstanding warrants as at July 31, 2025 is as follows:
| Date of expiry | Weighted average exercise price | Number of warrants | Weighted average remaining life |
|---|---|---|---|
| $ | # | Years | |
| June 3, 2027 | 0.25 | 5,310,000 | 1.84 |
| June 23, 2027 | 0.25 | 222,120 | 1.90 |
| 0.25 | 5,532,120 | 1.84 |
A summary of the Company's weighted average inputs used in the BSM to calculate the fair value of warrants issued during the three months ended July 31, 2025 is as follows:
| 2025 | |
|---|---|
| Share price | $0.20 |
| Exercise price | $0.25 |
| Expected life | 2 years |
| Expected volatility | 100% |
| Risk-free interest rate | 2.62% |
| Expected annual dividend yield | 0.00% |
The Company estimates expected volatility on the grant date based on a review of historical volatilities over a period equivalent to the expected life of the warrants being valued. The risk-free interest rate is determined on the grant date using the implied yields on Government of Canada zero-coupon bonds with a remaining term consistent with the expected life of the warrants.
e) Escrow
Pursuant to the terms of the TSX-V, the Company's common shares prior to the reverse take-over ("RTO") on December 16, 2022, and a portion of shares issued pursuant to the RTO, were subject to certain escrow requirements. On closing of the RTO, 8,940,171 common shares were placed in escrow to be released semi-annually starting December 2022 through December 2025.
During the three months ended July 31, 2025, 1,238,359 (2024 - 1,741,696) common shares were released from escrow. As at July 31, 2025, 1,238,363 (April 30, 2025 - 2,476,722) common shares remained subject to the escrow requirements.
f) Stock options
The Company established a stock option plan (the "Plan") for the benefit of full-time and part-time employees, officers, directors, and consultants of the Company and its affiliates. The maximum number of shares available under the Plan is limited to 10% of the issued common shares of the Company and are exercisable within a maximum of five years. The Board of Directors has the exclusive power over the granting of stock options, the exercise price, the term, and their vesting and cancellation provisions.
ARYA RESOURCES LTD.
Notes to the Condensed Interim Financial Statements
For the three months ended July 31, 2025 and 2024
(Unaudited - Expressed in Canadian dollars, except where noted)
8. SHARE CAPITAL (continued)
During the three months ended July 31, 2025, the Company completed the following stock option transactions:
- On July 3, 2025, the Company granted 310,000 stock options with an exercise price of $0.25 to directors and officers of the Company. The stock options vested immediately and expire on July 3, 2028. In addition, the Company granted 200,000 stock options with an exercise price of $0.25 to a consultant which vest over 12 months from the grant date and expire on July 3, 2028.
A summary of the Company's stock option activity is as follows:
| Stock options | Weighted average exercise price | |
|---|---|---|
| # | $ | |
| Balance, April 30, 2024 | 2,500,000 | 0.22 |
| Granted | 310,000 | 0.06 |
| Expired | (600,000) | 0.27 |
| Balance, April 30, 2025 | 2,210,000 | 0.18 |
| Granted | 510,000 | 0.25 |
| Balance, July 31, 2025 | 2,720,000 | 0.20 |
A summary of the Company's outstanding and exercisable stock options as at July 31, 2025, is as follows:
| Expiry date | Weighted average exercise price | Options outstanding | Options exercisable | Weighted average remaining life |
|---|---|---|---|---|
| $ | # | Years | ||
| March 14, 2028 | 0.06 | 310,000 | 310,000 | 2.62 |
| March 24, 2028 | 0.30 | 1,000,000 | 1,000,000 | 2.65 |
| July 3, 2028 | 0.25 | 510,000 | 310,000 | 2.93 |
| March 1, 2029 | 0.10 | 900,000 | 900,000 | 3.59 |
| 0.20 | 2,720,000 | 2,520,000 | 3.01 |
During the three months ended July 31, 2025, the Company recorded share-based compensation of $22,206 (2024 - $nil) in connection with the vesting of stock options.
A summary of the Company's weighted average inputs used in the BSM to calculate the fair value of stock options granted during the three months ended July 31, 2025 and the year ended April 30, 2025 is as follows:
| July 31, 2025 | April 30, 2025 | |
|---|---|---|
| Share price | $0.13 | $0.06 |
| Exercise price | $0.25 | $0.06 |
| Expected life | 3 years | 3 years |
| Expected volatility | 100% | 100% |
| Risk-free interest rate | 2.70% | 2.57% |
| Expected annual dividend yield | 0.00% | 0.00% |
The Company estimates expected volatility on the grant date based on a review of historical volatilities over a period equivalent to the expected life of the warrants being valued. The risk-free interest rate is determined on the grant date using the implied yields on Government of Canada zero-coupon bonds with a remaining term consistent with the expected life of the stock options.
9. RELATED PARTY TRANSACTIONS
Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company's Board of Directors and corporate officers.
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ARYA RESOURCES LTD.
Notes to the Condensed Interim Financial Statements
For the three months ended July 31, 2025 and 2024
(Unaudited - Expressed in Canadian dollars, except where noted)
9. RELATED PARTY TRANSACTIONS (continued)
A summary of the Company's related party transactions with directors and officers, or with companies associated with key management personnel is as follows:
| Three months ended July 31, | ||
|---|---|---|
| 2025 | 2024 | |
| $ | $ | |
| Directors' fees | 6,000 | - |
| Management fees | 41,528 | 47,788 |
| Professional fees | 12,000 | - |
| Share-based compensation | 20,088 | - |
| 79,616 | 47,788 |
As at July 31, 2025, accounts payable and accrued liabilities includes $60,516 (April 30, 2025 - $73,882) payable to related parties for management fees, directors' fees, and expenses that were paid by the Company's CEO on behalf of the Company. At July 31, 2025, promissory notes includes $nil (April 30, 2025 - $32,000) due to the CEO and a company controlled by the Company's CEO (Note 7).
10. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
As at July 31, 2025, the Company's financial instruments consist of cash, deposits, accounts payable and accrued liabilities, and promissory notes all of which are classified and measured at amortized cost. The carrying value of these financial instruments approximate their fair values due to their short-term to maturity.
The Company is exposed to certain financial risks by its financial instruments. The risk exposures and their impact on the Company's financial statements are summarized below.
a) Credit risk
Credit risk is the risk of financial loss to the Company if a counterparty fails to meet an obligation under contract. Credit risk exposure arises with respect to the Company's cash and deposits. The Company minimizes its credit risk related to cash by placing cash with major financial institutions. The Company considers the credit risk related to cash and deposits to be minimal.
b) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. The Company is exposed to liquidity risk through its accounts payable and accrued liabilities, and promissory notes. As the Company's operations do not generate cash, financial liabilities are discharged using funding through the issuance of common shares or debt as required. As at July 31, 2025, the Company had a cash balance of $824,008 (April 30, 2025 - $3,572) to settle current liabilities of $186,917 (April 30, 2025 - $199,924) and has assessed liquidity risk as low.
c) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. The Company is exposed to minimal interest rate risk as at July 31, 2025.
11. CAPITAL MANAGEMENT
The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern such that it can provide returns for shareholders and benefits for other stakeholders. The management of the capital structure is based on the funds available to the Company in order to support the acquisition, exploration and development of mineral properties and to maintain the Company in good standing with the various regulatory authorities. In order to maintain or adjust its capital structure, the Company may issue new shares, sell assets to settle liabilities or issue debt instruments. The Company monitors its capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets.
ARYA RESOURCES LTD.
Notes to the Condensed Interim Financial Statements
For the three months ended July 31, 2025 and 2024
(Unaudited - Expressed in Canadian dollars, except where noted)
11. CAPITAL MANAGEMENT (continued)
The properties in which the Company currently has an interest, are in the exploration stage and are not positive cash-flow generating; as such, the Company has relied on the equity markets to fund its activities. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There have not been changes to the Company's capital management policy during the three months ended July 31, 2025.
12. SUBSEQUENT EVENT
On September 22, 2025, the Company announced two concurrent private financings to raise total gross proceeds of $1,200,000, consisting of a flow-through private placement at $0.40 per share for gross proceeds of $600,000 and a non-flow-through private placement at $0.30 per share for gross proceeds of $600,000.
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