AI assistant
Bolt Metals Corp. — Interim / Quarterly Report 2025
Nov 28, 2025
44574_rns_2025-11-27_16280efe-3090-455f-bc33-841804e093c8.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer

BOLT
METALS
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR NINE MONTHS ENDED SEPTEMBER 30, 2025
(Expressed in Canadian Dollars)
(Unaudited)
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 an auditor has not reviewed the financial statements.
The Company’s independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor.
The accompanying condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company’s management.
BOLT METALS CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian Dollars)
(Unaudited)
AS AT
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| ASSETS | ||
| Current | ||
| Cash | $ 9,975 | $ 88,812 |
| Receivables (Note 5) | 144,344 | 92,361 |
| Prepaid expenses | 22,894 | 69,875 |
| Advances (Note 4) | 210,000 | 660,000 |
| Assets held for sale (Note 5) | - | 174,430 |
| 387,213 | 1,085,478 | |
| Exploration and Evaluation Assets (Note 6) | 892,000 | 2,198,498 |
| $ 1,279,213 | $ 3,283,976 | |
| LIABILITIES AND EQUITY | ||
| Current | ||
| Accounts payable and accrued liabilities (Notes 7 and 11) | $ 498,941 | $ 486,108 |
| Deposit (Note 5) | - | 361,089 |
| Loans payable (Note 8) | 33,234 | - |
| Flow through premium liability (Note 9) | 78,750 | 247,500 |
| Liabilities held for sale (Note 5) | - | 147,787 |
| 610,925 | 1,242,484 | |
| Equity | ||
| Share capital (Note 9) | 22,226,258 | 21,022,603 |
| Reserves | 259,056 | 325,539 |
| Deficit | (21,817,026) | (19,142,201) |
| Equity attributable to the Company’s shareholders | 668,288 | 2,205,941 |
| Non-controlling interest (Note 10) | - | (164,449) |
| 668,288 | 2,041,492 | |
| $ 1,279,213 | $ 3,283,976 |
NATURE OF OPERATIONS AND GOING CONCERN (Note 1)
SUBSEQUENT EVENTS (Note 16)
Approved and authorized on behalf of the Board:
“Zachary Kotowych”
Director
“Garry Clark”
Director
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
BOLT METALS CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Expressed in Canadian Dollars)
(Unaudited)
| For the three months ended September 30, 2025 | For the three months ended September 30, 2024 | For the nine months ended September 30, 2025 | For the nine months ended September 30, 2024 | |
|---|---|---|---|---|
| EXPENSES | ||||
| Consulting fees | $ 130,509 | $ 304,000 | $ 356,724 | $ 330,500 |
| Exploration expenditures (Note 6) | 186,000 | 97 | 450,000 | 5,609 |
| Foreign exchange | (15,259) | (7,561) | (2,552) | 22,272 |
| Management fees (Note 11) | 10,000 | 39,266 | 40,000 | 140,754 |
| Marketing | - | 59,595 | 78,602 | 59,595 |
| Office and miscellaneous | 59,088 | 19,436 | 113,666 | 41,779 |
| Professional fees (Note 11) | 14,372 | 13,016 | 72,652 | 113,641 |
| Property investigation costs | - | 20,750 | - | 20,750 |
| Share-based payments (Notes 9 and 11) | 9,129 | - | 83,517 | - |
| Shareholder liaison and filing fees | 13,555 | 13,207 | 39,135 | 30,815 |
| Transfer agent | 2,846 | 7,435 | 5,816 | 13,740 |
| Travel | - | 12,992 | - | 17,018 |
| (410,240) | (482,233) | (1,237,560) | (796,473) | |
| Gain on sale of exploration and evaluation assets (Note 5) | - | - | 457,826 | - |
| Impairment of exploration and evaluation assets (Note 6) | (2,056,498) | - | (2,056,498) | - |
| Flow through premium liability (Note 9) | 69,750 | - | 168,750 | - |
| Transaction costs | - | - | (19,000) | - |
| Gain (loss) on settlement of accounts payable | 17,035 | (53,473) | 13,313 | (250,098) |
| Interest expense | (827) | - | (1,454) | - |
| Loss and comprehensive loss for the period | $ (2,380,780) | $ (535,706) | $ (2,674,623) | $ (1,046,571) |
| Income (loss) and comprehensive income (loss) attributable to: | ||||
| Equity holders of the Company | $ (2,380,780) | $ (524,084) | $ (2,674,825) | $ (1,040,111) |
| Non-controlling interest (Note 10) | - | (11,622) | 202 | (6,460) |
| $ (2,380,780) | $ (535,706) | $ (2,674,623) | $ (1,046,571) | |
| Basic and diluted loss per common share | $ (1.01) | $ (0.87) | $ (1.32) | $ (2.87) |
| Weighted average number of common shares outstanding (basic and diluted) | 2,352,146 | 614,851 | 2,032,626 | 364,324 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
BOLT METALS CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
(Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Loss for the period | $ (2,674,623) | $ (1,046,571) |
| Items not affecting cash: | ||
| Foreign exchange | 4,454 | 3,161 |
| Gain on sale of exploration and evaluation assets | (457,826) | - |
| Impairment of exploration and evaluation assets | 2,056,498 | - |
| Flow through premium liability | (168,750) | - |
| Interest expense | 1,454 | - |
| Loss (gain) on settlement of accounts payable | (13,313) | 250,098 |
| Share-based payments | 83,517 | - |
| Changes in non-cash working capital items: | ||
| Receivables | 87,227 | (15,231) |
| Prepaid expenses | 46,981 | (38,327) |
| Advances | 450,000 | - |
| Accounts payable and accrued liabilities | 344,801 | 164,614 |
| Net cash used in operating activities | (239,580) | (682,256) |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Acquisition of exploration and evaluation assets | (15,000) | (32,632) |
| Proceeds on sale of exploration and evaluation assets | 143,963 | - |
| Net cash provided by (used in) investing activities | 128,963 | (32,632) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from loans payable | 37,884 | - |
| Repayment of loans payable | (6,104) | - |
| Proceeds from issue of common shares, net of share issue costs | - | 891,787 |
| Net cash provided by financing activities | 31,780 | 891,787 |
| Change in cash for the period | (78,837) | 176,899 |
| Cash, beginning of period | 88,812 | 69,668 |
| Cash, end of period | $ 9,975 | $ 246,567 |
Supplemental disclosure with respect to cash flows (Note 12)
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
BOLT METALS CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIENCY)
(Expressed in Canadian Dollars)
(Unaudited)
| Share capital | Non-controlling interest | Total | ||||
|---|---|---|---|---|---|---|
| Number | Amount | Reserves | Deficit | |||
| Balance at December 31, 2023 | 177,045 | $ 15,601,766 | $ - | $ (16,722,579) | $ (181,883) | $ (1,302,696) |
| Shares issued for cash | 345,200 | 1,034,750 | - | - | - | 1,034,750 |
| Shares issued for exploration and evaluation assets | 32,000 | 132,000 | - | - | - | 132,000 |
| Share issue costs | - | (137,809) | 31,307 | - | - | (106,502) |
| Shares issued for share issue costs | 16,000 | 59,000 | - | - | - | 59,000 |
| Shares issued for settlement of accounts payable | 209,152 | 1,098,051 | - | - | - | 1,098,051 |
| Income (loss) for the period | - | - | - | (1,040,111) | (6,460) | (1,046,571) |
| Balance at September 30, 2024 | 779,397 | $ 17,787,758 | $ 31,307 | $ (17,762,690) | $ (188,343) | $ (131,968) |
| Balance at December 31, 2024 | 1,440,857 | $ 21,022,603 | $ 325,539 | $ (19,142,201) | $ (164,449) | $ 2,041,492 |
| Shares issued for exploration and evaluation assets | 280,000 | 735,000 | - | - | - | 735,000 |
| Shares issued for settlement of accounts payable | 750,147 | 318,655 | - | - | - | 318,655 |
| Shares issued for RSUs converted | 60,000 | 150,000 | (150,000) | - | - | - |
| Share-based payments | - | - | 83,517 | - | - | 83,517 |
| Derecognition of non-controlling interest on disposal | - | - | - | - | 164,247 | 164,247 |
| Income (loss) for the period | - | - | - | (2,674,825) | 202 | (2,674,623) |
| Balance at September 30, 2025 | 2,531,004 | $ 22,226,258 | $ 259,056 | $ (21,817,026) | $ - | $ 668,288 |
- The share numbers have been retroactively adjusted to reflect a share consolidation of the Company's share capital on a 25 to 1 basis effective October 23, 2025.
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
BOLT METALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
- NATURE OF OPERATIONS AND GOING CONCERN
Bolt Metals Corp. (“the Company”) operates in the mineral resource industry and trades on the Canadian Securities Exchange (“CSE”) under the symbol BOLT, on the OTCQB under the symbol PCRCF, and on the Frankfurt Exchange under the symbol NXFE. The Company’s head office is located at Suite 300 - Bellevue Centre, 235 - 15th Street, West Vancouver, BC, V7T 2X1 and its registered records office is located at Bentall 5, 550 Burrard Street, Suite 1008, Vancouver, BC, V6C 2B5.
The Company’s principal business activities include the acquisition and exploration of mineral exploration and evaluation assets in the United States and Canada. To date, the Company has not earned any revenues.
These condensed interim consolidated financial statements have been prepared assuming the Company will continue on a going-concern basis. The Company has incurred losses since its inception and the ability of the Company to continue as a going-concern depends upon its ability to raise adequate financing and to develop profitable operations. These condensed interim consolidated financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.
The Company’s continuation as a going concern is dependent upon the successful results from its business activities, its ability to obtain profitable operations and generate funds, and/or complete financings sufficient to meet current and future obligations, which in turn is dependent upon the existence of economically recoverable reserves and market prices for the underlying minerals. The Company will be required to raise funding to continue operations in the upcoming twelve months. These material uncertainties may cast significant doubt as to the ability of the Company to continue as a going concern. Management closely monitors commodity prices of precious metals, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company if favourable or adverse market conditions occur.
Share Consolidations
On November 13, 2024, the Company completed a stock split of its common shares on the basis of two post consolidation common shares for every pre-consolidation common share and on October 23, 2025, the Company completed a consolidation of its common shares on the basis of one post consolidation common share for every twenty-five pre-consolidation common shares (the “Consolidations”). The exercise price and number of common shares issuable pursuant to the exercise of any outstanding convertible securities, including incentive stock options and warrants, were also retrospectively adjusted in accordance with the Consolidations. The numbers of outstanding securities and other relevant information including but not limited to price per share, and exercise prices of convertible securities presented in these condensed consolidated interim financial statements have been retroactively adjusted accordingly, unless otherwise specified.
- BASIS OF PRESENTATION
Statement of compliance
These condensed interim consolidated financial statements, including comparatives, have been prepared in accordance with IAS 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”) and the interpretations of the International Financial Reporting Interpretations Committee. They do not include all disclosures required by International Financial Reporting Standards (“IFRS”) for annual financial statements, and, therefore, should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2024, prepared in accordance with IFRS as issued by the IASB.
Approval of the financial statements
These condensed interim consolidated financial statements were authorized by the Board of Directors of the Company on November 27, 2025.
BOLT METALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
2. BASIS OF PRESENTATION (cont'd...)
Principles of consolidation
These condensed interim consolidated financial statements include the accounts of the Company and its direct wholly-owned subsidiaries. Control exists when the Company possesses power over an investee, has exposure to variable returns from the investee and has the ability to use its power over the investee to affect its returns. Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the condensed interim consolidated financial statements.
For partially owned subsidiaries, non-controlling interest represents the portion of a subsidiary’s earnings and losses and net assets that is not held by the Company. Adjustments to non-controlling interest are accounted for as transactions with owners and adjustments that do not involve the loss of control are based on a proportionate amount of the net assets of the subsidiary.
| Name of Subsidiary | Country of Incorporation | Percentage of Ownership | Principal Activity |
|---|---|---|---|
| 1121844 BC Ltd. | Canada | 100% | Holding company |
| 1436060 BC Ltd. | Canada | 100% | Holding company |
| Cobalt Power (Asia) Limited (“CPA”) | Hong Kong | 100% | Holding company |
| Pacific Rim Processing Limited | Hong Kong | 100% | Holding company |
| Minerals Harvest Limited (“MHL”) | Hong Kong | Nil% (2024 - 100%) | Holding company |
| PT. Tablasufa Nickel Mining (“TNM”) | Indonesia | Nil% (2024 - 65%) | Exploration in Indonesia |
| PT. Pacific Rim Mineral Indonesia | Indonesia | 100% | Exploration in Indonesia |
During the nine months ended September 30, 2025, CPA sold all of the issued and outstanding shares of its subsidiary, MHL, which held 65% of the issued and outstanding shares of TNM.
Significant estimates
The preparation of these condensed interim consolidated financial statements requires the Company to make estimates and assumptions concerning the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.
Critical accounting estimates are estimates and assumptions made by management that may result in a material adjustment to the carrying amount of assets and liabilities within the next financial year and are, but are not limited to, the following:
Economic recoverability and probability of future economic benefits of exploration and evaluation assets
Management has determined that exploration, evaluation, and related costs incurred which were capitalized may have future economic benefits and may be economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefits including, geologic and other technical information, a history of conversion of mineral deposits with similar characteristics to its own properties to proven and probable mineral reserves, the quality and capacity of existing infrastructure facilities, evaluation of permitting and environmental issues and local support for the project.
Valuation of share-based payments
The Company uses the Black-Scholes Option Pricing Model for valuation of share-based payments. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate, and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company’s earnings and equity reserves.
BOLT METALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
2. BASIS OF PRESENTATION (cont’d...)
Significant estimates (cont’d...)
Determination of income taxes
Deferred tax assets and liabilities are determined based on differences between the financial statement carrying values of assets and liabilities and their respective income tax bases (“temporary differences”), and losses carried forward.
The determination of the ability of the Company to utilize tax loss carry-forwards to offset deferred tax liabilities requires management to exercise judgment and make certain assumptions about the future performance of the Company. Management is required to assess whether it is probable that the Company will benefit from these prior losses and other deferred tax assets. Changes in economic conditions, metal prices and other factors could result in revisions to the estimates of the benefits to be realized or the timing of utilizing the losses.
Significant judgments
Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in these condensed interim consolidated financial statements are, but are not limited to, the following:
Determination of functional currency
The functional currency of the Company and its subsidiaries is the currency of the primary economic environment in which each entity operates. The Company has determined the functional currency of each entity to be the Canadian dollar. Determination of the functional currency may involve certain judgments to determine the primary economic environment. The functional currency may change if there is a change in events and conditions which determines the primary economic environment.
Going concern
The Company has exercised judgment in determining whether its available funds are sufficient to continue operations for twelve months from the end of the reporting period.
3. MATERIAL ACCOUNTING POLICIES
These condensed interim consolidated financial statements were prepared using the same accounting policies and methods of computation as in the Company’s consolidated financial statements for the year ended December 31, 2024, except as noted below.
Accounting standards issued but not yet adopted
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements. This standard aims to improve the consistency and clarity of financial statement presentation and disclosures by providing updated guidance on the structure and content of financial statements. Key changes include enhanced requirements for the presentation of financial performance, financial position, and cash flows, as well as additional disclosures to improve transparency and comparability. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027. The Company is currently assessing the impact that the adoption of IFRS 18 will have on its consolidated financial statements.
4. ADVANCES
During December 2024 the Company made an advance payment of $660,000 to a contractor for exploration expenses to be incurred on the Company’s Northwind property during fiscal 2025. As at September 30, 2025, $450,000 exploration expenditures have been incurred.
BOLT METALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
5. HELD FOR SALE ASSETS AND LIABILITIES
The Company's wholly owned subsidiary, CPA is party to a conditional share sale and purchase agreement ("CSPA") dated November 26, 2024 to sell all of the issued and outstanding shares of its subsidiary MHL, which indirectly holds a cancelled mining permit for the Cyclops property located in Depapre District, Jayapura Regency, Papua Province, Republic of Indonesia.
MHL is a private Hong Kong company holding 65% of the shares of TNM. TNM is a private Indonesia company which held the Operation Production Mining Permit for the Cyclops Project. On July 16, 2018, the Company, through MHL, acquired 65% of the issued and outstanding shares of TNM.
Under the terms of the CSPA, the Company will receive US$250,000 as follows:
- US$50,000 within 5 days of signing of the CSPA which was received during the year ended December 31, 2024 and recognized as a gain on sale of exploration and evaluation assets of $70,050;
- US$100,000 on closing which was received during the period ended September 30, 2025;
- US$100,000 subject to an escrow agreement, which upon certain post-closing conditions being met by the Company requires release of the funds to the Company; and
- Forgiveness of the refundable deposit of US$250,000 received by the Company in fiscal 2021 upon closing of the transaction.
In fiscal 2021, the Company received US$250,000 as a non-refundable advance on the TNM Agreement, which was recorded as income in the year. In fiscal 2021, the Company also received US$250,000 as a refundable deposit on the TNM Agreement, which was recorded as a deposit. As at December 31, 2024, the refundable deposit was recorded at $361,089 (December 31, 2023 - $331,168).
As of December 31, 2024, the Company has reclassified non-current assets and liabilities of MHL and TNM as assets held for sale of $174,430 and liabilities held for sale of $147,787, respectively.
As at December 31, 2024, the Company has a reclamation deposit of $171,524 (December 31, 2023 - $165,642) to cover potential work requirements on the Cyclops property. The reclamation deposit is included in assets held for sale.
During the period ended September 30, 2025, the CSPA closed and the Company recognized the US$100,000 receivable in receivables, derecognized the assets held for sale, the liabilities held for sale, the deposit, and the non-controlling interest. On derecognition, the Company realized a gain on sale of $457,826, calculated as follows:
| $ | |
|---|---|
| US$100,000 receivable subject to escrow agreement | 143,760 |
| Liabilities held for sale | 147,640 |
| Deposit | 504,918 |
| Assets held for sale | (174,245) |
| Derecognition of non-controlling interest | (164,247) |
| Gain on disposal of exploration and evaluation assets | 457,826 |
BOLT METALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
6. EXPLORATION AND EVALUATION ASSETS
| Property | Northwind | Thundercloud | New Britain | Soap Gulch | Switchback | Total |
|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | |
| December 31, 2023 | - | - | - | - | - | - |
| Additions | - | 157,000 | 7,740 | 68,758 | 1,965,000 | 2,198,498 |
| December 31, 2024 | - | 157,000 | 7,740 | 68,758 | 1,965,000 | 2,198,498 |
| Additions | 735,000 | - | - | - | 15,000 | 750,000 |
| Impairment | - | - | (7,740) | (68,758) | (1,980,000) | (2,056,498) |
| September 30, 2025 | 735,000 | 157,000 | - | - | - | 892,000 |
Northwind Property (Quebec, Canada)
On December 3, 2024, the Company entered into an agreement pursuant to which the Company may acquire a 100% ownership interest in mineral claims in Quebec. To exercise the option and acquire a 100% ownership interest in the property, the Company is required to make the following cash and share payments:
- by issuing to the optionor 280,000 shares on closing (issued at a value of $735,000);
- making cash payments to the optionor of $50,000 on the 6, 12, 18 and 24 month anniversary of closing (overdue);
- incurring a minimum of $3,000,000 in exploration expenditures prior to the second anniversary of closing, including a firm commitment of $100,000 within six months of closing, which may, at the option of the Company, be paid in cash to the optionor; and
- reserving a 3% net smelter return royalty in favour of the optionor.
Thundercloud Property (Ontario, Canada)
On June 27, 2024 the Company entered into an option agreement pursuant to which the Company may acquire a 100% ownership interest in and to the Thundercloud South gold property in the Kenora Mining Division, Northwestern Ontario, Canada. To acquire the 100% ownership interest, the Company is required to make the following cash and share payments:
- $25,000 (paid) and 32,000 common shares (issued at a value of $132,000) of the Company within five business days of signing;
- 40,000 common shares on July 5, 2025 (overdue); and
- 48,000 common shares on July 5, 2026.
New Britain Property (BC, Canada)
On September 6, 2024 the Company entered into an agreement, pursuant to which the Company may acquire a 100% ownership interest in and to the New Britain antimony and gold property in the Slocan Mining Division, BC, Canada. To exercise the option and acquire a 100% ownership interest in the property, the Company is required to make the following cash and share payments and incur exploration expenditures:
- $5,000 within five business days of the effective date (paid);
- $25,000 on March 13, 2025 (overdue);
- $50,000 and 40,000 common shares on September 13, 2025 and $100,000 in exploration expenditures prior to September 13, 2025 (overdue);
- $50,000 and 80,000 common shares on September 13, 2026 and $200,000 in exploration expenditures prior to September 13, 2026.
BOLT METALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
6. EXPLORATION AND EVALUATION ASSETS (cont'd...)
The vendor maintains a 2% net smelter returns royalty of which the Company may purchase 1% for $1,000,000 at any time subsequent to its exercise of the option.
During the last six months of 2024, the Company acquired, through staking, additional mineral claims contiguous to the New Britain property.
During the period ended September 30, 2025, the agreement was terminated due to the Company’s decision not to proceed with the required anniversary payment and share issuance, as well as the required exploration expenditures. Consequently, the Company impaired the property to $Nil and recognized an impairment loss of $7,740.
Soap Gulch Property (Montana, USA)
On June 12, 2024, the Company entered into an agreement pursuant to which the Company may acquire a 100% ownership interest in and to a lode mining claims in Montana.
To exercise the option and acquire a 100% ownership interest in the property, the Company is required to make the following cash and share payments:
- $25,000 and 10,000 common shares of the Company on the later of: (i) five business days following any required regulatory approval of the option agreement; and (ii) the date that the purchaser receives satisfactory confirmation, acting reasonably, from: (a) a geologist, that certain drill core generated from historic drilling is accessible and capable of being sampled and explored; and (b) the U.S. Bureau of Land Management (“USBLM”), that additional lode mining claims, have been registered with the USBLM in favour of the vendor (“Effective Date”);
- 20,000 common shares on the earlier of: (i) 30 days following receipt of results of the relogging and assaying of the historic core satisfactory to the purchaser, acting reasonably; and (ii) the first anniversary of the Effective Date (overdue);
- 28,000 common shares on the second anniversary of the Effective Date;
- 40,000 common shares on the third anniversary of the Effective Date;
- 48,000 common shares on the fourth anniversary of the Effective Date;
Additionally, the Company must at all times, keep the property in good standing, including making, or causing to be made, as applicable, the minimum required tax, expenditures and other maintenance payments to keep the property in good standing (paid US$50,000 during the year ended December 31, 2024 in advance royalty payments ($68,758)).
During the period ended September 30, 2025, the agreement was terminated due to the Company’s decision not to proceed with the required anniversary share issuance. Consequently, the Company impaired the property to $Nil and recognized an impairment loss of $68,758.
Switchback Property (BC, Canada)
On October 2, 2024, the Company entered into a definitive agreement for the acquisition by the Company of 1436060 B.C. Ltd., which holds a beneficial interest in the Switchback Copper-Silver property in British Columbia.
Under the terms of the definitive agreement, the Company issued an aggregate of 320,000 common shares (issued at a value of $1,920,000) in the Company to the shareholders of 1436060 B.C. and made a cash payment of $20,000. All acquisition costs were allocated to the Switchback property. The acquisition was considered an acquisition of assets as 1436060 BC Ltd. did not constitute a business under IFRS 3 Business Combinations.
The Switchback property is held by 1436060 B.C. Ltd. pursuant to an asset purchase agreement (as amended), whereby 1436060 B.C. must make the following cash payments to the underlying claim holder:
BOLT METALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
6. EXPLORATION AND EVALUATION ASSETS (cont'd...)
- $5,000 on signing of this Agreement (paid)
- $10,000 on or before November 7, 2024 (paid);
- $10,000 on or before December 7, 2024 (paid);
- $15,000 on or before February 7, 2025 (paid);
- $25,000 on or before the 1st anniversary of closing of the agreement; and
- $35,000 on or before the 2nd anniversary of closing of the agreement.
During the period ended September 30, 2025, the Company decided not to proceed with exploration of the Switchback Property and did not intend to make further payments toward the asset purchase agreement. Consequently, the Company impaired the property to $Nil and recognized an impairment loss of $1,980,000.
Exploration and evaluation expenditures
Exploration and evaluation expenditures for the nine months ended September 30, 2025 are as follows:
| Property | Northwind Property | Total |
|---|---|---|
| Geophysics, soil sampling and data compilation | 450,000 | 450,000 |
| $ 450,000 | $ 450,000 |
Exploration and evaluation expenditures for the nine months ended September 30, 2024 are as follows:
| Property | Cyclops Property | Total |
|---|---|---|
| Supplies and miscellaneous | $ 5,030 | $ 5,030 |
| Wages and benefits | 579 | 579 |
| $ 5,609 | $ 5,609 |
7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Accounts payable | $ 403,875 | $ 348,566 |
| Accrued liabilities | 95,066 | 137,542 |
| $ 498,941 | $ 486,108 |
Accounts payable was reduced from December 31, 2024 to September 30, 2025 due to shares for debt settlements closed on February 20, 2025, June 11, 2025 and August 5, 2025 (see Note 9 for details). This was offset by an increase in accounts payable due to the completion of the company's year-end audit and the accrued audit fees were invoiced and reallocated to accounts payable.
BOLT METALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
8. LOANS PAYABLE
During the period ended September 30, 2025, the Company entered into a demand promissory note and received $6,000 (2024 - $Nil) from a private company. The note is unsecured, bears interest at 10% per annum and is due on demand. The Company also agreed to pay a $4,000 loan facilitation fee. For the period ended September 30, 2025, the Company recorded interest expense of $104 (2024 - $Nil). The loan was fully repaid during the period ended September 30, 2025.
During the period ended September 30, 2025, the Company entered into a demand promissory note and received $31,884 (2024 - $Nil) from a private company. The note is unsecured, bears interest at 10% per annum and is due on demand. The Company also agreed to pay a $15,000 loan facilitation fee. For the period ended September 30, 2025, the Company recorded interest expense of $1,350 (2024 - $Nil).
9. SHARE CAPITAL AND RESERVES
Authorized share capital
Unlimited number of common shares without par value.
Issued share capital
During the nine months ended September 30, 2025, the Company issued:
i. 280,000 common shares valued at $735,000, pursuant to the acquisition of the Northwind Property (Note 6);
ii. 131,118 units at a price of $1.25 per unit to settle debt in an aggregate amount of $163,898, which resulted in a loss on settlement of accounts payable of $Nil. Each unit is comprised of one common share in the capital of the Company and one common share purchase warrant. Each warrant is exercisable for one common share at a price of $1.25 per share until February 20, 2027 pursuant to applicable securities laws;
iii. 60,000 common shares pursuant to the conversion of 60,000 RSUs and the Company transferred $150,000 from reserves to share capital;
iv. 148,889 common shares at a price of $0.25 per common share to settle debt in an aggregate amount of $33,500, which resulted in a loss on settlement of accounts payable of $3,722; and
v. 470,140 common shares at a price of $0.25 per common share to settle debt in an aggregate amount of $117,535, which resulted in a loss on settlement of accounts payable of $Nil.
During the nine months ended September 30, 2024, the Company issued:
i. 88,000 units at a price of $2.625 per unit by way of a non-brokered private placement for proceeds of $231,000. Each unit was comprised of one common share and one share purchase warrant, which will entitle the holder of each whole warrant to acquire an additional common share of the Company at a price of $6.25 per common share, for a period of 24 months from the date of issue. The Company paid a total of $4,539 for share issue costs;
ii. 257,200 units at a price of $3.125 per unit by way of a non-brokered private placement for proceeds of $803,750. Each unit was comprised of one common share and one-half of one share purchase warrant. Each whole warrant will entitle the holder of each whole warrant to acquire an additional common share of the Company at a price of $6.25 per common share, for a period of 24 months from the date of issue. The Company paid a total of $42,963 in cash, issued 16,000 common shares, valued at $59,000, and issued 13,748 finders' warrants for finders' fees. Each whole warrant will entitle the holder of each whole warrant to acquire an additional common share of the Company at a price of $6.25 per common share, for a period of 24 months from the date of issue. The finders' warrants were valued at $31,307, calculated using the Black-Scholes option pricing model assuming a life expectancy of two years, a risk-free interest rate of 3.31%, a dividend rate of nil%, a forfeiture rate of nil%, and volatility of 144%;
iii. 32,000 common shares, valued at $132,000, pursuant to the Thundercloud option agreement (Note 4); and
iv. 209,152 common shares, valued at $1,098,051, to settle accounts payable of $847,953, which resulted in a loss on settlement of accounts payable of $250,098.
14
BOLT METALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
9. SHARE CAPITAL AND RESERVES (cont'd...)
During the year ended December 31, 2024, The Company issued 165,000 flow-through shares at a price of $4.00 per share for proceeds of $660,000. The issuance of flow-through shares resulted in the recognition of a flow-through share premium liability of $247,500, representing the excess of the subscription price over the market price of the Company's common shares on the date of issuance. For the period ended September 30, 2025, the Company incurred $450,000 in flow-through expenditures resulting in a recovery recorded as other income of $168,750. In addition, the Company paid finders' fees of $39,600 and issued 9,900 finder's warrants. Each finder's warrant entitles the holder to acquire one additional common share at a price of $4.00 for a period of 24 months from the date of issue. The finders' warrants were valued at $15,907, calculated using the Black-Scholes option pricing model assuming a life expectancy of two years, a risk-free interest rate of 3.03%, a dividend rate of Nil%, a forfeiture rate of Nil%, and volatility of 148%.
Stock options
The Company has an equity incentive plan that provides for the issuance of options to directors, officers, employees and consultants of the Company to purchase common shares. The maximum aggregate number of plan shares that may be reserved for issuance under the plan at any point in time is 20% of the outstanding shares at the time. Vesting is determined at the discretion of the Board of Directors.
During the year ended December 31, 2024, the Company granted 92,000 incentive stock options to directors, officers and consultants. The options have various vesting provisions. The stock options were valued at $117,714, calculated using the Black-Scholes option pricing model assuming a life expectancy of five years, a risk-free interest rate of 3.03%, a dividend rate of Nil%, a forfeiture rate of Nil%, and volatility of 148%. During the period ended September 30, 2025, the Company expensed $83,517 (2024 - $Nil), which was recorded in share-based payments.
Option activities are summarized as follows:
| Number of options | Weighted average exercise price | |
|---|---|---|
| Outstanding at December 31, 2023 | - | $ - |
| Issued | 92,000 | 2.75 |
| Outstanding at December 31, 2024 and September 30, 2025 | 92,000 | $ 2.75 |
| Exercisable at December 31, 2024 | 53,000 | $ 2.75 |
| Exercisable at September 30, 2025 | 92,000 | $ 2.75 |
The Company has outstanding options entitling the holder to purchase an aggregate of common shares at September 30, 2025 as follows:
| Number of options | Exercise price | Expiry date | Contractual life remaining (years) |
|---|---|---|---|
| 92,000 | $ 2.75 | December 23, 2029 | 4.23 |
| 92,000 |
BOLT METALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
9. SHARE CAPITAL AND RESERVES (cont'd...)
The Company has outstanding options entitling the holder to purchase an aggregate of common shares at December 31, 2024 as follows:
| Number of options | Exercise price | Expiry date | Contractual life remaining (years) |
|---|---|---|---|
| 92,000 | $ 2.75 | December 23, 2029 | 4.98 |
| 92,000 |
Warrants
Warrant activities are summarized as follows:
| Number of warrants | Weighted average exercise price | |
|---|---|---|
| Outstanding at December 31, 2023 | 57,194 | $ 6.25 |
| Issued | 350,212 | 7.25 |
| Exercised | (67,560) | 6.25 |
| Outstanding at December 31, 2024 | 339,846 | 7.25 |
| Issued | 131,118 | 1.25 |
| Expired | (25,914) | 6.25 |
| Outstanding at September 30, 2025 | 445,050 | $ 5.50 |
The Company has outstanding warrants entitling the holder to purchase an aggregate of common shares at September 30, 2025 as follows:
| Number of warrants | Exercise price | Expiry date | Contractual life remaining (years) |
|---|---|---|---|
| 51,720 | $ 6.25 | April 22, 2026 | 0.56 |
| 142,348 | $ 6.25 | August 15, 2026 | 0.87 |
| 109,964 | $ 9.38 | October 29, 2026 | 1.08 |
| 9,900 | $ 4.00 | December 24, 2026 | 1.23 |
| 131,118 | $ 1.25 | February 20, 2027 | 1.39 |
| 445,050 |
The Company has outstanding warrants entitling the holder to purchase an aggregate of common shares at December 31, 2024 as follows:
BOLT METALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
9. SHARE CAPITAL AND RESERVES (cont'd...)
| Number of warrants | Exercise price | Expiry date | Contractual life remaining (years) |
|---|---|---|---|
| 25,914 | $ 6.25 | June 5, 2025 | 0.43 |
| 51,720 | $ 6.25 | April 22, 2026 | 1.31 |
| 142,348 | $ 6.25 | August 15, 2026 | 1.62 |
| 109,964 | $ 9.38 | October 29, 2026 | 1.83 |
| 9,900 | $ 4.00 | December 24, 2026 | 1.98 |
| 339,846 |
Restricted Share Units ("RSU")
On December 23, 2024, the Company granted 60,000 RSUs to a consultant of the Company. The RSUs vest immediately and each RSU entitles the holder to acquire one common share of the Company for a period of five years from issuance. The RSUs had a fair value of $150,000, based on the closing price of the Company's common shares on the date of grant. During the year ended December 31, 2024, the Company recognized $150,000 as share-based payments.
During the period ended September 30, 2025, the Company issued 60,000 (2024 – Nil) common shares upon conversion of 60,000 (2024 – Nil) RSUs and transferred $150,000 (2024 - $Nil) from reserves to share capital.
10. NON-CONTROLLING INTEREST
As at September 30, 2025, the equity attributable to the Nil% (December 31, 2024 - 35%) non-controlling interest in TNM is $Nil (December 31, 2024 - $(164,449)).
The following table presents the changes in equity attributable to the non-controlling interest in TNM:
| Total | |
|---|---|
| Balance, December 31, 2023 | $ (181,883) |
| Share of income for the year | 17,434 |
| Balance, December 31, 2024 | (164,449) |
| Share of income for the period | 202 |
| Derecognition of non-controlling interest on disposal (Note 5) | (164,247) |
| Balance, September 30, 2025 | $ - |
As at September 30, 2025 and December 31, 2024 and for the nine months ended September 30, 2025 and 2024, summarized financial information about TNM is as follows:
BOLT METALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
- NON-CONTROLLING INTEREST (cont'd...)
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Current assets | $ - | $ 1,828 |
| Non-current assets | - | 171,524 |
| Current liabilities | - | (139,880) |
| Non-current liabilities | - | (503,326) |
| Income (loss) for the nine months ended September 30, 2025 and 2024 | $ 577 | $ (18,456) |
- RELATED PARTY TRANSACTIONS
The Company defines its directors and officers as its key management personnel. The compensation costs for key management personnel are as follows:
| For the nine months ended September 30, 2025 | For the nine months ended September 30, 2024 | |
|---|---|---|
| Management fees | $ 40,000 | $ 140,754 |
| Professional fees | 18,000 | 48,400 |
| Share-based payments | 48,183 | - |
| $ 106,183 | $ 189,154 |
During the year ended December 31, 2024, the Company issued 5,228,812 common shares, valued at $1,098,051, to settle accounts payable, owed to directors and officers, of $847,953. As at September 30, 2025, included in accounts payable and accrued liabilities are amounts owing to directors and officers of $21,075 (December 31, 2024 - $175,290). As at September 30, 2025, the Company had prepaid management fees of $2,500 (December 31, 2024 - $5,000).
- SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
For the periods ended September 30, 2025 and 2024, the Company's significant non-cash transactions consisted of:
| 2025 | 2024 | |
|---|---|---|
| Interest paid | $ 1,454 | $ - |
| Income taxes paid | - | - |
| Shares issued for exploration and evaluation assets | 735,000 | 132,000 |
| Shares issued for share issue costs | - | 59,000 |
| Fair value of warrants issued for share issue costs | - | 31,307 |
| Shares issued for settlement of accounts payable | 331,968 | 1,098,051 |
| Shares issued on conversion of RSUs | 150,000 | - |
- FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
BOLT METALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (cont'd...)
- Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
- Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
- Level 3 – Inputs that are not based on observable market data.
The Company’s financial instruments consist of cash, receivables, advances, accounts payable and accrued liabilities, loans payable and deposit. The fair value of these financial instruments approximates their carrying values.
Financial risk factors
The Company is exposed to a variety of financial risks by virtue of its activities including currency, credit, interest rate, liquidity and price risk.
Credit risk
The Company is exposed to industry credit risks arising from its cash holdings, receivables, and deposit. The Company’s primary bank accounts are held with a major Canadian bank and funds are transferred to the subsidiary’s foreign bank accounts to cover expenditures as required, minimizing the risk to the Company. The Company’s primary receivable consists of the US$100,000 receivable from the Cyclops Property sale subject to escrow agreement and goods and service tax receivable due from the Federal Government of Canada. Management believes that credit risk related to these amounts is nominal.
Liquidity risk
Liquidity risk is the risk that the Company will not have sufficient funds to meet its financial obligations when they are due. To manage liquidity risk, the Company reviews additional sources of capital and financing to continue its operations and discharge its commitments as they become due. The Company is subject to liquidity risk.
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk is comprised of three types of market price changes:
(a) Interest rate risk - this risk relates to the change in the borrowing rates of the Company. The Company is not exposed to interest rate risk as it does not have any significant financial instruments with interest rates, with the exception of cash. Interest earned on cash is based on prevailing bank account interest rates, which may fluctuate. A 10% change in interest rates would result in a nominal difference in interest income for the nine months ended September 30, 2025.
(b) Foreign currency risk - this risk relates to any changes in foreign currencies in which the Company transacts. The effect of a 10% change in foreign exchange rates would be approximately $13,000 for the nine months ended September 30, 2025.
(c) Price risk - this risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices in relation to its exploration and evaluation assets.
14. CAPITAL MANAGEMENT
The Company considers its components within shareholders’ equity (deficiency) as capital. The Company’s objective when managing capital is to fund its operations and corporate overhead costs, meet obligations as they come due, and to maintain a flexible capital structure, which optimizes the cost of capital at an acceptable risk. The Company has no earnings and therefore it must finance its activities and corporate overhead costs by the sale of common shares or loans.
BOLT METALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
14. CAPITAL MANAGEMENT (cont'd...)
The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, or acquire or dispose of assets. In order to maximize ongoing development efforts, the Company does not pay out dividends. Given its objectives, the Company determines the amount of capital to be raised and retained based on the scope of operating activities and potential acquisitions as well as management's assessment of the expected availability of acceptably priced capital in future periods.
There were no changes in the Company's approach to capital management for the nine months ended September 30, 2025. The Company is not subject to externally imposed capital requirements.
15. SEGMENTED INFORMATION
The Company operates in a single reportable operating segment being the acquisition and exploration of exploration and evaluation assets. Geographical information is as follows:
| September 30, 2025 | United States | Canada | Indonesia | Total |
|---|---|---|---|---|
| Exploration and evaluation assets | $ - | $ 892,000 | $ - | $ 892,000 |
| Total | $ - | $ 892,000 | $ - | $ 892,000 |
| December 31, 2024 | United States | Canada | Indonesia | Total |
| Exploration and evaluation assets | $ 68,758 | $ 2,129,740 | $ - | $ 2,198,498 |
| Total | $ 68,758 | $ 2,129,740 | $ - | $ 2,198,498 |
16. SUBSEQUENT EVENTS
On October 10, 2025, the Company closed a non-brokered private placement (the "Offering") of common shares. Under the Offering, the Company issued an aggregate of 1,847,385 common shares at a price of $0.33 per share for gross proceeds of $600,399.98. The securities issued under the Offering are subject to a statutory hold period of four (4) months and one (1) day from the date of issuance and to applicable resale restrictions under Canadian securities laws and the policies of the Canadian Securities Exchange (the "CSE"). The Company intends to use the net proceeds of the Offering for general working capital purposes. No finder's fees were paid in connection with the Offering. Insider participation was not anticipated and did not occur. The proceeds from the Offering will be used for general working capital.
On October 15, 2025, the Company granted 760,000 Restricted Share Units ("RSUs") to certain consultants of the Company pursuant to its Equity Incentive Plan, dated May 3, 2024, and adopted by the shareholders on June 18, 2024. The RSUs are subject to the standard four (4) month and one (1) day hold period.
On October 23, 2025, the Company entered into a non-binding letter of intent with Max Iron Brazil Ltd. to acquire an option to earn a 100% interest in an iron property in Brazil (the "Property"). Under the proposed terms, Bolt will pay USD$200,000 to Jaguar Mining Inc. on behalf of Max Iron Brazil Ltda. ("Max Brazil"), keep the property in good standing, and issue an aggregate of 1,048,000 common shares to Max Brazil and 243,787 common shares to Max Resource Corp. over a 30-month period. The Property, located in Brazil and originally held under mineral right 832.022/2018, covers a district-scale land position within the Iron Quadrangle, a prolific mining region historically known for its high-grade gold and base-metal production and existing mining infrastructure. Completion of the transaction remains subject to satisfactory due diligence, definitive documentation, and applicable regulatory approvals.
BOLT METALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
16. SUBSEQUENT EVENTS (cont'd...)
On November 19, 2025 the Company closed the first tranche of a non-brokered listed issuer financing exemption offering (the "LIFE Offering"), for total gross proceeds of $430,000. The Company issued an aggregate of 2,150,000 units, at a price of $0.20 per unit (each, a "LIFE Unit"), under the LIFE Offering for total proceeds of $430,000.
Each LIFE Unit issued under the LIFE Offering consisted of one (1) common share and one (1) common share purchase warrant (each, a "Warrant"), issued pursuant to Part 5A of National Instrument 45-106 – Prospectus Exemptions (the "Listed Issuer Financing Exemption"). Each Warrant issued under the LIFE Offering entitles the holder to acquire one (1) common share at a price of $0.40 per share for a period of twenty-four (24) months from the date of issuance and is exercisable beginning sixty (60) days following the closing date.
The Company intends to use the net proceeds from the LIFE Offering for general working capital and corporate purposes. In connection with the LIFE Offering, the Company paid cash finder's fees of $19,800, respectively, to Research Capital Corporation. In addition, the Company issued 94,500 broker warrants (the "Broker Warrants") to Research Capital Corporation as consideration for services rendered in connection with the LIFE Offering. Each Broker Warrant has the same terms as the warrant issued under the respective offering.
21