AI assistant
Copper Road Resources — Interim / Quarterly Report 2025
Aug 28, 2025
45353_rns_2025-08-27_421a4664-cc2d-418d-98ec-9907fed89cf5.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
COPPER ROAD RESOURCES INC.
CONDENSED INTERIM FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED
JUNE 30, 2025
(EXPRESSED IN CANADIAN DOLLARS)
(UNAUDITED)
Notice to Reader
The accompanying unaudited condensed interim financial statements of Copper Road Resources Inc. (the "Company") have been prepared by and are the responsibility of management. The unaudited condensed interim financial statements as at and for the three and six months ended June 30, 2025 have not been reviewed by the Company's auditors.
- 2 -
Copper Road Resources Inc.
Condensed Interim Statements of Financial Position
(Expressed in Canadian dollars)
(Unaudited)
| As at June 30, 2025 | As at December 31, 2024 | |
|---|---|---|
| ASSETS | ||
| Current assets | ||
| Cash | $ 83,133 | $ 101,098 |
| Prepaid expenses (note 3) | 10,789 | 5,534 |
| Sales tax recoverable | 2,962 | 38,655 |
| Marketable securities (note 4) | 1,051,906 | 655,143 |
| Total assets | $ 1,148,790 | $ 800,430 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||
| Current liabilities | ||
| Amounts payable and other liabilities (notes 5 and 12) | $ 285,167 | $ 303,463 |
| Total liabilities | 285,167 | 303,463 |
| Shareholders' equity | ||
| Share capital (note 6) | 27,622,161 | 27,622,161 |
| Reserves (notes 7 and 8) | 540,723 | 689,597 |
| Accumulated deficit | (27,299,261) | (27,814,791) |
| Total shareholders' equity | 863,623 | 496,967 |
| Total liabilities and shareholders' equity | $ 1,148,790 | $ 800,430 |
The accompanying notes to the unaudited condensed interim financial statements are an integral part of these statements.
Nature of operations and going concern (note 1)
Subsequent event (note 14)
Copper Road Resources Inc.
Condensed Interim Statements of Income and Comprehensive Income
(Expressed in Canadian dollars)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Operating expenses | ||||
| Exploration and evaluation expenditures (note 10) | $ - | $ 2,657 | $ (6,000) | $ 63,667 |
| General and administrative (note 11) | 37,723 | 114,731 | 75,726 | 397,994 |
| Share-based compensation (notes 8 and 12) | - | - | - | 1,171 |
| Operating loss before the following | (37,723) | (117,388) | (69,726) | (462,832) |
| Sale of Copper Road Project (note 10(ii)) | - | 6,945,260 | - | 6,945,260 |
| Unrealized gain on marketable securities (note 4) | 400,523 | - | 422,362 | - |
| Realized gain on sale of marketable securities (note 4) | 14,020 | - | 14,020 | - |
| Loss on settlement of debt (note 6(b)(i)) | - | - | - | (19,007) |
| Net income and comprehensive income for the period | $ 376,820 | $ 6,827,872 | $ 366,656 | $ 6,463,421 |
| Basic and diluted income per share (note 9) | $ 0.01 | $ 0.12 | $ 0.01 | $ 0.11 |
| Weighted average number of common shares outstanding - basic and diluted (note 9) | 65,016,316 | 59,016,316 | 65,016,316 | 57,318,720 |
The accompanying notes to the unaudited condensed interim financial statements are an integral part of these statements.
Copper Road Resources Inc.
Condensed Interim Statements of Changes in Equity (Deficiency)
(Expressed in Canadian dollars)
(Unaudited)
| Share capital | Reserves | Accumulated deficit | Total | |
|---|---|---|---|---|
| Balance, December 31, 2024 | $ 27,622,161 | $ 689,597 | $ (27,814,791) | $ 496,967 |
| Warrants expired (note 7) | - | (148,874) | 148,874 | - |
| Net income for the period | - | - | 366,656 | 366,656 |
| Balance, June 30, 2025 | $ 27,622,161 | $ 540,723 | $ (27,299,261) | $ 863,623 |
| Balance, December 31, 2023 | $ 27,304,551 | $ 806,774 | $ (28,232,136) | $ (120,811) |
| Shares issued through settlement of debt (note 6(b)(i)) | 209,075 | - | - | 209,075 |
| Dividend-in-kind (note 10(ii)) | - | - | (5,174,973) | (5,174,973) |
| Share-based compensation (note 8) | - | 1,171 | - | 1,171 |
| Net income for the period | - | - | 6,463,421 | 6,463,421 |
| Balance, June 30, 2024 | $ 27,513,626 | $ 807,945 | $ (26,943,688) | $ 1,377,883 |
The accompanying notes to the unaudited condensed interim financial statements are an integral part of these statements.
- 5 -
Copper Road Resources Inc.
Condensed Interim Statements of Cash Flows
(Expressed in Canadian dollars)
(Unaudited)
| Six Months Ended June 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Operating activities | ||
| Net income for the period | $ 366,656 | $ 6,463,421 |
| Adjustments for: | ||
| Loss on settlement of debt (note 6(b)(i)) | - | 19,007 |
| Share-based compensation (note 8) | - | 1,171 |
| Unrealized gain on marketable securities (note 4) | (422,362) | - |
| Realized gain on sale of marketable securities (note 4) | (14,020) | - |
| Shares received for the sale of Copper Road Project (note 10(ii)) | - | (6,485,260) |
| Changes in non-cash working capital items: | ||
| Prepaid expenses | (5,255) | 3,905 |
| Sales tax recoverable | 35,693 | 8,862 |
| Amounts payable and other liabilities | (18,297) | 242,814 |
| Net cash (used in) provided by operating activities | (57,585) | 253,920 |
| Investing activities | ||
| Proceeds from sale of marketable securities | 39,620 | - |
| Net cash provided by investing activities | 39,620 | - |
| Net change in cash | (17,965) | 253,920 |
| Cash, beginning of period | 101,098 | 11,659 |
| Cash, end of period | $ 83,133 | $ 265,579 |
| Supplemental information | ||
| Shares issued for settlement of debt (note 6(b)(i)) | $ - | $ 209,075 |
The accompanying notes to the unaudited condensed interim financial statements are an integral part of these statements.
Copper Road Resources Inc.
Notes to Condensed Interim Financial Statements
Three and Six Months Ended June 30, 2025
(Expressed in Canadian dollars)
(Unaudited)
- Nature of operations and going concern
Copper Road Resources Inc. (the "Company" or "Copper Road") was incorporated by a Certificate of Incorporation issued pursuant to the provisions of the Ontario Business Corporations Act on December 13, 2002. The Company is engaged in the acquisition, exploration and evaluation of properties for the mining of precious and base metals. The primary office of the Company is located at 82 Richmond Street East, Toronto, Ontario, M5C 1P1.
On February 12, 2024, 100797918 Ontario Inc. (the "Subsidiary") was incorporated. The Subsidiary is a wholly-owned subsidiary of the Company. On May 10, 2024, the Company sold the Subsidiary.
These unaudited condensed interim financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period.
The Company has incurred an income of $366,656 for the six months ended June 30, 2025 (six months ended June 30, 2024 - loss of $6,463,421) and as at June 30, 2025, had an accumulated deficit of $27,299,261 (December 31, 2024 - $27,814,791). Although the Company's current working capital is positive, this position is not expected to be sustainable without additional financing.
The business of acquisition, exploration and evaluation for minerals involves a high degree of risk and there can be no assurance that the current exploration programs will result in profitable operations.
The Company is in the process of exploring its mineral properties and has not yet determined whether these properties contain mineral reserves that are economically recoverable. The Company's continued existence is dependent upon the establishment of a sufficient quantity of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development and upon future profitable production or proceeds from the disposition of these assets.
Although the Company has taken steps to verify title to the properties on which it is conducting its exploration activities, these procedures do not guarantee the Company's title. Property title may be subject to government licensing requirements or regulations, social licensing requirements, unregistered prior agreements, unregistered claims and non-compliance with regulatory and environmental requirements. The Company's assets may also be subject to increases in taxes and royalties, renegotiation of contracts, currency exchange fluctuations and restrictions, and political uncertainty.
These factors indicate the existence of a material uncertainty that casts significant doubt on the Company's ability to continue as a going concern. These unaudited condensed interim financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and classification of assets and liabilities that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations for the foreseeable future. These adjustments could be material.
- 6 -
Copper Road Resources Inc.
Notes to Condensed Interim Financial Statements
Three and Six Months Ended June 30, 2025
(Expressed in Canadian dollars)
(Unaudited)
2. Material accounting policies
Statement of compliance
The Company applies International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). These unaudited condensed interim financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements required by IFRS as issued by the IASB.
The policies applied in these unaudited condensed interim financial statements are based on IFRSs issued and outstanding as of August 26, 2025, the date the Board of Directors approved the statements. The same accounting policies and methods of computation are followed in these unaudited condensed interim financial statements as compared with the most recent annual financial statements as at and for the year ended December 31, 2024, except as noted below. Any subsequent changes to IFRS that are given effect in the Company's annual financial statements for the year ending December 31, 2025 could result in restatement of these unaudited interim financial statements.
Future accounting pronouncements
Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2025. Many are not applicable or do not have a significant impact to the Company and have been excluded.
Presentation and Disclosure in Financial Statements (IFRS 18)
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. The new standards replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new categories and required subtotals in the statement of profit and loss and also requires disclosure of management defined performance measures. It also includes new requirements for the location, aggregation and disaggregation of financial information. The standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim financial statements. Retrospective application is required and early adoption is permitted.
Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)
In May 2024, the IASB issued amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments – Disclosures. The amendments clarify the derecognition of financial liabilities and introduces an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system. The amendments also clarify how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance (ESG)-linked features and other similar contingent features and the treatment of non-recourse assets and contractually linked instruments (CLIs). Further, the amendments mandate additional disclosures in IFRS 7 for financial instruments with contingent features and equity instruments classified at FVOCI.
The amendments are effective for annual periods starting on or after January 1, 2026. Retrospective application is required and early adoption is permitted.
3. Prepaid expenses
| As at June 30, 2025 | As at December 31, 2024 | |
|---|---|---|
| Prepaid expenses | $ 10,789 | $ 5,534 |
- 7 -
Copper Road Resources Inc.
Notes to Condensed Interim Financial Statements
Three and Six Months Ended June 30, 2025
(Expressed in Canadian dollars)
(Unaudited)
4. Marketable securities
| Number of Shares | Cost | |
|---|---|---|
| Balance, December 31, 2024 | 21,838,123 | $ 655,143 |
| Stock consolidation | (19,654,311) | - |
| Unrealized gain | - | 422,362 |
| Cost of shares sold | (80,000) | (25,599) |
| Balance, June 30, 2025 | 2,103,812 | $ 1,051,906 |
During the six months ended June 30, 2025, the Company recorded an unrealized gain on marketable securities of $422,362 (six months ended June 30, 2024 - $nil) in the unaudited condensed interim statement of income. The shares of Sterling Metal Corp. ("Sterling") are valued based on their quoted market value. During the six months ended June 30, 2025, the Company sold 80,000 common shares of Sterling for gross proceeds of $39,620 which resulting in a gain on sale of marketable securities of $14,020.
5. Amounts payable and other liabilities
| As at June 30, 2025 | As at December 31, 2024 | |
|---|---|---|
| Trade payables | $ 264,408 | $ 264,408 |
| Accrued liabilities | 20,759 | 39,055 |
| $ 285,167 | $ 303,463 |
The following is an aged analysis of the amounts payable and other liabilities:
| As at June 30, 2025 | As at December 31, 2024 | |
|---|---|---|
| Less than 1 month | $ 43,513 | $ 270,390 |
| 1 to 3 months | 16,590 | 8,856 |
| Greater than 3 months | 225,064 | 24,217 |
| $ 285,167 | $ 303,463 |
6. Share capital
a) Authorized share capital
The authorized share capital consisted of an unlimited number of common shares. The common shares do not have a par value. All issued shares are fully paid.
b) Common shares issued
As at June 30, 2025, the issued share capital amounted to $27,622,161 (December 31, 2024 - $27,622,161). Changes in issued share capital for the periods presented are as follows:
| Number of common shares | Amount | |
|---|---|---|
| Balance, December 31, 2023 | 55,214,951 | $ 27,304,551 |
| Shares issued for settlement of debt (i) | 3,801,365 | 209,075 |
| Balance, June 30, 2024 | 59,016,316 | $ 27,513,626 |
- 8 -
Copper Road Resources Inc.
Notes to Condensed Interim Financial Statements
Three and Six Months Ended June 30, 2025
(Expressed in Canadian dollars)
(Unaudited)
- Share capital (continued)
b) Common shares issued (continued)
| Number of common shares | Amount | |
|---|---|---|
| Balance, December 31, 2024 and June 30, 2025 | 65,016,316 | $ 27,622,161 |
(i) On March 21, 2024, the Company issued 3,801,365 common shares of the Company to settle $190,068 of accounts payable for professional services. The fair value of the shares issued was $209,075 based on the quoted market price, resulting in a loss on settlement of debt of $19,007.
- Warrants
The following table reflects the continuity of warrants for the periods ended June 30, 2025 and June 30, 2024:
| Number of warrants | Weighted average exercise price ($) | |
|---|---|---|
| Balance, December 31, 2023 and June 30, 2024 | 10,862,180 | 0.161 |
| Balance, December 31, 2024 | 10,074,680 | 0.151 |
| Expired | (5,000,000) | 0.150 |
| Balance, June 30, 2025 | 5,074,680 | 0.150 |
The following table reflects the actual warrants issued and outstanding as of June 30, 2025:
| Number of warrants outstanding | Grant date fair value ($) | Exercise price ($) | Expiry date |
|---|---|---|---|
| 1,750,000 | 66,319 | 0.150 | October 20, 2025 |
| 122,500 | 5,120 | 0.100 | October 20, 2025 |
| 2,857,142 | 105,460 | 0.150 | July 26, 2026 |
| 345,038 | 12,736 | 0.150 | July 26, 2026 |
| 5,074,680 | 189,635 | 0.150 |
- Stock options
The following table reflects the continuity of stock options:
| Number of stock options | Weighted average exercise price ($) | |
|---|---|---|
| Balance, December 31, 2023 | 3,770,000 | 0.15 |
| Expired | (120,000) | 0.05 |
| Balance, June 30, 2024 | 3,650,000 | 0.15 |
| Balance, December 31, 2024 and June 30, 2025 | 2,950,000 | 0.18 |
(i) The portion of the estimated fair value of options granted in the current and prior periods and vested during the three and six months ended June 30, 2025, amounted to $nil (three and six months ended June 30, 2024 - $nil and $1,171, respectively).
- 9 -
Copper Road Resources Inc.
Notes to Condensed Interim Financial Statements
Three and Six Months Ended June 30, 2025
(Expressed in Canadian dollars)
(Unaudited)
8. Stock options (continued)
The following table reflects the actual stock options issued and outstanding as of June 30, 2025:
| Expiry date | Exercise price ($) | Weighted average remaining contractual life (years) | Number of options outstanding | Number of options vested (exercisable) |
|---|---|---|---|---|
| November 2, 2025 | 0.15 | 0.34 | 750,000 | 750,000 |
| December 9, 2025 | 0.17 | 0.44 | 50,000 | 50,000 |
| July 12, 2026 | 0.11 | 1.03 | 100,000 | 100,000 |
| February 10, 2027 | 0.15 | 1.62 | 1,250,000 | 1,250,000 |
| November 2, 2027 | 0.15 | 2.34 | 800,000 | 800,000 |
| 1.45 | 2,950,000 | 2,950,000 |
9. Net income per common share
The calculation of basic and diluted income per share for the three and six months ended June 30, 2025 was based on the income attributable to common shareholders of $376,820 and $366,656, respectively (three and six months ended June 30, 2024 - $6,827,872 and $6,463,421, respectively) and the weighted average number of common shares outstanding of 65,016,316 and 65,016,316, respectively (three and six months ended June 30, 2024 - 59,016,316 and 57,318,720, respectively). Diluted income per share did not include the effect of 2,950,000 stock options (June 30, 2024 - 3,650,000 stock options) and 5,074,680 warrants (June 30, 2024 - 10,862,180 warrants) as they are anti-dilutive.
10. Exploration and evaluation expenditures
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Copper Road Project | ||||
| Consulting fees (recovery) | $ - | $ - | $ (6,000) | $ - |
| Drilling | - | - | - | 206 |
| Legal fees | - | - | - | 180 |
| Property acquisition costs (i) | - | - | - | 55,000 |
| Property maintenance | - | 2,657 | - | 4,027 |
| Other | - | - | - | 3,592 |
| $ - | $ 2,657 | $ (6,000) | $ 63,005 | |
| Mount Jamie North Property | ||||
| Property maintenance | $ - | $ - | $ - | $ 662 |
| $ - | $ - | $ - | $ 662 | |
| Total | $ - | $ 2,657 | $ (6,000) | $ 63,667 |
(i) On March 4, 2024, the Company paid $40,000 according to the East Breccia Option Agreement and paid $15,000 according to the Tribag Option Agreement.
- 10 -
Copper Road Resources Inc.
Notes to Condensed Interim Financial Statements
Three and Six Months Ended June 30, 2025
(Expressed in Canadian dollars)
(Unaudited)
10. Exploration and evaluation expenditures (continued)
Pursuant to the terms of the share purchase agreement dated February 13, 2024, Sterling acquired the Subsidiary which holds the Copper Road Project, in consideration for: (i) the payment of $460,000 in cash; and (ii) the issuance of an aggregate of 108,087,669 common shares of Sterling (the "Consideration Shares") (fair value of $6,485,260), of which Copper Road retained 21,838,123 Consideration Shares (fair value of $1,310,287), representing approximately 9.9% of the issued and outstanding common shares of Sterling. The registrar and transfer agent for Sterling, distributed the remaining 86,249,546 Consideration Shares (fair value of $5,174,973) to shareholders of Copper Road on a pro rata basis.
11. General and administrative
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Professional fees (note 12) | 19,598 | 50,067 | $ 46,346 | $ 259,047 |
| Management compensation (note 12) | - | 30,000 | - | 60,000 |
| Office and general | 3,678 | 3,955 | 7,696 | 14,563 |
| Director fees (note 12) | - | 9,000 | - | 27,000 |
| Reporting issuer costs | 7,373 | 17,400 | 14,381 | 28,246 |
| Shareholder and investors relations | 6,921 | 4,089 | 6,921 | 7,236 |
| Business development | - | - | - | 1,500 |
| Bank charges | 153 | 220 | 382 | 402 |
| $ 37,723 | $ 114,731 | $ 75,726 | $ 397,994 |
12. Related party disclosures
Related parties include the Board of Directors and officers, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions.
Remuneration of directors and key management personnel including Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO") and directors of the Company was as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Management compensation and salaries and benefits (1) | $ 4,635 | $ 43,635 | $ 9,270 | $ 96,270 |
| Share-based compensation | $ - | $ - | $ - | $ 156 |
(1) Salaries and benefits include director fees. The Board of Directors and select officers do not have employment or service contracts with the Company. Directors are entitled to director fees and stock options for their services and officers are entitled to fees and stock options for their services. As at June 30, 2025, officers and directors (excluding the CFO) were owed $nil (December 31, 2024 - $nil) and this amount was included in amounts payable and other liabilities.
- 11 -
Copper Road Resources Inc.
Notes to Condensed Interim Financial Statements
Three and Six Months Ended June 30, 2025
(Expressed in Canadian dollars)
(Unaudited)
12. Related party disclosures (continued)
The Company entered into the following transactions with related parties:
| Notes | Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||
| Marrelli Group | (i) | $ 13,505 | $ 10,384 | $ 24,835 | $ 19,043 |
| Dixcart Trust Corporation Limited ("Dixcart") | (ii) | $ 5,957 | $ - | $ 11,140 | $ 8,068 |
(i) During the three and six months ended June 30, 2025, the Company paid professional fees of $13,505 and $24,835, respectively (three and six months ended June 30, 2024 - $10,384 and $19,043, respectively) to Marrelli Support Services Inc., and certain of its affiliates, together known as the "Marrelli Group", for: (i) bookkeeping and office support, (ii) regulatory filing services, and (iii) press release services. The Marrelli Group was owed $5,530 (December 31, 2024 - $nil) and these amounts were included in amounts payable and other liabilities.
(ii) Shaun Drake, who is the Corporate Secretary Officer of the Company, is an employee of Dixcart. During the three and six months ended June 30, 2025, the Company paid professional fees of $5,957 and $11,140, respectively (three and six months ended June 30, 2024 - $nil and $8,068, respectively) to Dixcart. The amounts charged by Dixcart are recorded at their exchange value. As at June 30, 2025, Dixcart was owed $5,957 (December 31, 2024 - $14,561).
All amounts due to related parties are unsecured, non-interest bearing and due on demand.
13. Segmented information
The Company's operations comprise a single reporting operating segment engaged in mineral exploration in Canada. As the operations comprise a single reporting segment, amounts disclosed in the unaudited condensed interim financial statements also represent segment amounts. In order to determine reportable operating segments, the chief operating decision maker reviews various factors including geographical location, quantitative thresholds and managerial structure.
14. Subsequent event
On July 7, 2025, the Company announced the appointment of Mr. Brian Howlett as President and CEO, effective immediately.
- 12 -