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Copper Road Resources Interim / Quarterly Report 2025

Nov 24, 2025

45353_rns_2025-11-24_058d93a8-e39d-4e7b-a7ea-8786d28612ff.pdf

Interim / Quarterly Report

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COPPER ROAD RESOURCES INC.
CONDENSED INTERIM FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED
SEPTEMBER 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 nine months ended September 30, 2025 have not been reviewed by the Company's auditors.


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Copper Road Resources Inc.

Condensed Interim Statements of Financial Position

(Expressed in Canadian dollars)

(Unaudited)

As at September 30, 2025 As at December 31, 2024
ASSETS
Current assets
Cash $ 137,900 $ 101,098
Prepaid expenses (note 3) 7,985 5,534
Sales tax recoverable 2,937 38,655
Marketable securities (note 4) 4,758,558 655,143
Total assets $ 4,907,380 $ 800,430
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Amounts payable and other liabilities (notes 5 and 12) $ 224,261 $ 303,463
Total liabilities 224,261 303,463
Shareholders' equity
Share capital (note 6) 27,622,161 27,622,161
Reserves (notes 7 and 8) 540,723 689,597
Accumulated deficit (23,479,765) (27,814,791)
Total shareholders' equity 4,683,119 496,967
Total liabilities and shareholders' equity $ 4,907,380 $ 800,430

The accompanying notes to the interim financial statements are an integral part of these unaudited condensed statements.

Nature of operations and going concern (note 1)

Subsequent events (note 14)


Copper Road Resources Inc.

Condensed Interim Statements of Income (Loss) and Comprehensive Income (Loss)

(Expressed in Canadian dollars)

(Unaudited)

| | Three Months Ended
September 30, | | Nine Months Ended
September 30, | |
| --- | --- | --- | --- | --- |
| | 2025 | 2024 | 2025 | 2024 |
| Operating expenses | | | | |
| Exploration and evaluation expenditures (note 10) | $ 5,473 | $ - | $ (527) | $ 63,667 |
| General and administrative (note 11) | 39,214 | 28,094 | 114,940 | 426,088 |
| Share-based compensation (notes 8 and 12) | - | - | - | 1,171 |
| Operating loss before the following | (44,687) | (28,094) | (114,413) | (490,926) |
| Sale of Copper Road Project (note 10(ii)) | - | - | - | 6,945,260 |
| Unrealized gain on marketable securities (note 4) | 3,785,053 | - | 4,207,415 | - |
| Realized gain on sale of marketable securities (note 4) | 79,130 | - | 93,150 | - |
| Loss on settlement of debt (note 6(b)(i)) | - | - | - | (19,007) |
| Net income (loss) and comprehensive income (loss) for the period | $ 3,819,496 | $ (28,094) | $ 4,186,152 | $ 6,435,327 |
| Basic and diluted income (loss) per share (note 9) | $ 0.06 | $ (0.00) | $ 0.06 | $ 0.11 |
| Diluted (loss) income per share (note 9) | $ 0.08 | $ 0.00 | $ 0.26 | $ 0.11 |
| Weighted average number of common shares outstanding - basic and diluted (note 9) | 65,016,316 | 60,320,664 | 65,016,316 | 58,333,356 |

The accompanying notes to the interim financial statements are an integral part of these unaudited condensed statements.


Copper Road Resources Inc.

Condensed Interim Statements of Changes in Equity

(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 - - 4,186,152 4,186,152
Balance, September 30, 2025 $ 27,622,161 $ 540,723 $(23,479,765) $ 4,683,119
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
Share issued through private placement (note 6(b)(ii)) 120,000 - - 120,000
Warrants expired (note 7) (70,593) 70,593 -
Stock options expired (note 8) - (5,928) 5,928 -
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 - - 6,435,327 6,435,327
Balance, September 30, 2024 $ 27,633,626 $ 731,424 $(26,895,261) $ 1,469,789

The accompanying notes to the interim financial statements are an integral part of these unaudited condensed statements.


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Copper Road Resources Inc.

Condensed Interim Statements of Cash Flows

(Expressed in Canadian dollars)

(Unaudited)

| | Nine Months Ended
September 30, | |
| --- | --- | --- |
| | 2025 | 2024 |
| Operating activities | | |
| Net income for the period | $ 4,186,152 | $ 6,435,327 |
| 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) | (4,207,415) | - |
| Realized gain on sale of marketable securities (note 4) | (93,150) | - |
| Shares received for the sale of Copper Road Project (note 10(ii)) | - | (6,485,260) |
| Changes in non-cash working capital items: | | |
| Prepaid expenses | (2,451) | - |
| Amounts receivable and other assets | - | 12,175 |
| Sales tax recoverable | 35,718 | - |
| Amounts payable and other liabilities | (79,202) | 154,850 |
| Net cash (used in) provided by operating activities | (160,348) | 137,270 |
| Investing activities | | |
| Proceeds from sale of marketable securities (note 4) | 197,150 | - |
| Net cash provided by investing activities | 197,150 | - |
| Financing activities | | |
| Proceeds from private placement (note 6(b)(ii)) | - | 120,000 |
| Net cash provided by financing activities | - | 120,000 |
| Net change in cash | 36,802 | 257,270 |
| Cash, beginning of period | 101,098 | 11,659 |
| Cash, end of period | $ 137,900 | $ 268,929 |
| Supplemental information | | |
| Shares issued for settlement of debt (note 6(b)(i)) | $ - | $ 209,075 |

The accompanying notes to the interim financial statements are an integral part of these unaudited condensed statements.


Copper Road Resources Inc.
Notes to Condensed Interim Financial Statements
Three and Nine Months Ended September 30, 2025
(Expressed in Canadian dollars)
(Unaudited)

  1. 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. Refer to note 10(ii).

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 $4,186,152 for the nine months ended September 30, 2025 (nine months ended September 30, 2024 - income of $6,435,327) and as at September 30, 2025, had an accumulated deficit of $23,479,765 (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.

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Copper Road Resources Inc.
Notes to Condensed Interim Financial Statements
Three and Nine Months Ended September 30, 2025
(Expressed in Canadian dollars)
(Unaudited)

2. Material accounting policies

Statement of compliance

The Company applies IFRS® Accounting 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 November 24, 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 condensed interim financial statements.

Future accounting pronouncements

Certain pronouncements were issued by the IASB or the IFRS Interpretations Committee that are mandatory for accounting periods commencing on or after January 1, 2026. 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 September 30, 2025 As at December 31, 2024
Prepaid expenses $ 7,985 $ 5,534
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Copper Road Resources Inc.
Notes to Condensed Interim Financial Statements
Three and Nine Months Ended September 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 - 4,207,415
Cost of shares sold (325,000) (104,000)
Balance, September 30, 2025 1,858,812 $ 4,758,558

During the three and nine months ended September 30, 2025, the Company recorded an unrealized gain on marketable securities of $3,785,053 and $4,207,415, respectively (nine months ended September 30, 2024 - $nil) in the unaudited condensed interim statement of income (loss). The shares of Sterling Metal Corp. ("Sterling") are valued based on their quoted market value. During the three and nine months ended September 30, 2025, the Company sold 245,000 and 325,000 common shares of Sterling (three and nine months ended September 30, 2024 - nil) for gross proceeds of $183,130 and $197,150, respectively (three and nine months ended September 30, 2024 - $nil) which resulting in a gain on sale of marketable securities of $79,130 and $93,150, respectively (three and nine months ended September 30, 2024 - $nil).

5. Amounts payable and other liabilities

As at September 30, 2025 As at December 31, 2024
Trade payables $ 196,121 $ 264,408
Accrued liabilities 28,140 39,055
$ 224,261 $ 303,463

The following is an aged analysis of the amounts payable and other liabilities:

As at September 30, 2025 As at December 31, 2024
Less than 1 month $ 32,593 $ 270,390
1 to 3 months 1,123 8,856
Greater than 3 months 190,545 24,217
$ 224,261 $ 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.

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Copper Road Resources Inc.
Notes to Condensed Interim Financial Statements
Three and Nine Months Ended September 30, 2025
(Expressed in Canadian dollars)
(Unaudited)

  1. Share capital (continued)

b) Common shares issued

As at September 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
Shares issued through private placements (ii) 6,000,000 120,000
Balance, September 30, 2024 65,016,316 $ 27,633,626
Number of common shares Amount
--- --- ---
Balance, December 31, 2024 and September 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.

(ii) On September 10, 2024, the Company completed a non-brokered private placement consisting of the sale of 6,000,000 common shares of the Company at a price of $0.02 per share, for aggregate gross proceeds of $120,000.

  1. Warrants

The following table reflects the continuity of warrants for the periods ended September 30, 2025 and September 30, 2024:

Number of warrants Weighted average exercise price ($)
Balance, December 31, 2023 10,862,180 0.161
Expired (787,500) 0.300
Balance, September 30, 2024 10,074,680 0.149
Balance, December 31, 2024 10,074,680 0.151
Expired (5,000,000) 0.150
Balance, September 30, 2025 5,074,680 0.150

The following table reflects the actual warrants issued and outstanding as of September 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
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Copper Road Resources Inc.
Notes to Condensed Interim Financial Statements
Three and Nine Months Ended September 30, 2025
(Expressed in Canadian dollars)
(Unaudited)

8. Stock options

The following table reflects the continuity of stock options:

Number of stock options Weighted average exercise price ($)
Balance, December 31, 2023 3,770,000 0.15
Expired (120,000) 0.05
Balance, September 30, 2024 3,650,000 0.15
Number of stock options Weighted average exercise price ($)
Balance, December 31, 2024 and September 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 nine months ended September 30, 2025, amounted to $nil (three and nine months ended September 30, 2024 - $nil and $1,171, respectively).

The following table reflects the actual stock options issued and outstanding as of September 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 0.09 750,000 750,000
December 9, 2025 0.17 0.19 50,000 50,000
July 12, 2026 0.11 0.78 100,000 100,000
February 10, 2027 0.15 1.37 1,250,000 1,250,000
November 2, 2027 0.15 2.09 800,000 800,000
1.20 2,950,000 2,950,000

9. Net income (loss) per common share

The calculation of basic and diluted income (loss) per share for the three and nine months ended September 30, 2025 was based on the income (loss) attributable to common shareholders of $3,819,496 and $4,186,152, respectively (three and nine months ended September 30, 2024 - $(28,094) and $6,435,327, respectively) and the weighted average number of common shares outstanding of 65,016,316 and 65,016,316, respectively (three and nine months ended September 30, 2024 - 60,320,664 and 58,333,356, respectively). Diluted income (loss) per share did not include the effect of 2,950,000 stock options (September 30, 2024 - 3,650,000 stock options) and 5,074,680 warrants (September 30, 2024 - 10,074,680 warrants) as they are anti-dilutive.

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Copper Road Resources Inc.
Notes to Condensed Interim Financial Statements
Three and Nine Months Ended September 30, 2025
(Expressed in Canadian dollars)
(Unaudited)

10. Exploration and evaluation expenditures

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Copper Road Project
Drilling $ - $ - $ - $ 206
Legal fees - - - 180
Property acquisition costs (i) - - - 55,000
Property maintenance - - - 4,027
Other - - - 3,592
$ - $ - $ - $ 63,005
Mount Jamie North Property
Consulting fees (recovery) $ - $ - $ (6,000) $ -
Property maintenance $ 5,473 $ - $ 5,473 $ 662
$ 5,473 $ - $ (527) $ 662
Total $ 5,473 $ - $ (527) $ 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.

(ii) On May 10, 2024, the Company completed the sale of its 100% interest in the Copper Road Project located in Batchewana Bay, Ontario ("Copper Road Project") from the Company to Sterling. 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 September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Professional fees (note 12) $ 24,850 $ 79,396 $ 71,196 $ 338,443
Management compensation (note 12) - - - 60,000
Office and general 3,549 6,269 11,245 20,832
Director fees (note 12) - (69,000) - (42,000)
Reporting issuer costs 10,623 9,984 25,004 38,230
Shareholder and investors relations 88 1,134 7,009 8,370
Business development - - - 1,500
Bank charges 104 311 486 713
$ 39,214 $ 28,094 $ 114,940 $ 426,088
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Copper Road Resources Inc.
Notes to Condensed Interim Financial Statements
Three and Nine Months Ended September 30, 2025
(Expressed in Canadian dollars)
(Unaudited)

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 September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Management compensation and salaries and benefits (1) $ 4,635 $ (55,365) $ 13,905 $ 40,905
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 September 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.

The Company entered into the following transactions with related parties:

Notes Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Marrelli Group (i) $ 10,362 $ 4,408 $ 35,197 $ 23,451
Dixcart Trust Corporation Limited ("Dixcart") (ii) $ 3,015 $ 6,024 $ 14,155 $ 14,092

(i) During the three and nine months ended September 30, 2025, the Company paid professional fees of $10,362 and $35,197, respectively (three and nine months ended September 30, 2024 - $4,408 and $23,451, 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 $1,838 (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 nine months ended September 30, 2025, the Company paid professional fees of $3,015 and $14,155, respectively (three and nine months ended September 30, 2024 - $6,024 and $14,092, respectively) to Dixcart. The amounts charged by Dixcart are recorded at their exchange value. As at September 30, 2025, Dixcart was owed $3,015 (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.

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Copper Road Resources Inc.
Notes to Condensed Interim Financial Statements
Three and Nine Months Ended September 30, 2025
(Expressed in Canadian dollars)
(Unaudited)

14. Subsequent events

(i) On October 3, 2025, the Company announced that it has granted 1,600,000 incentive stock options (“Options”) pursuant to the plan to directors and officers of the Company. Each Option is exercisable into one common share of the Company at an exercise price of $0.05 for a five-year term expiring on October 3, 2030.

(ii) On October 20, 2025, 1,750,000 warrants with an exercise price of $0.15 and 122,500 warrants with an exercise price of $0.10 expired unexercised.

(iii) On November 2, 2025, 750,000 stock options with an exercise price of $0.15 expired unexercised.

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