AI assistant
CopperCorp Resources Inc. — Audit Report / Information 2025
Apr 21, 2026
47998_rns_2026-04-21_5e2f4a86-4089-428e-902d-268c11c89b00.pdf
Audit Report / Information
Open in viewerOpens in your device viewer

COPPERCORP RESOURCES INC.
CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2025 and 2024
Expressed in Canadian Dollars
DAVIDSON
INDEPENDENT AUDITOR'S REPORT
To the Shareholders of CopperCorp Resources Inc.
Opinion
We have audited the accompanying consolidated financial statements of CopperCorp Resources Inc. (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2025 and 2024 and the consolidated statements of loss and comprehensive loss, changes in shareholders' equity, and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.
In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards").
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 of the consolidated financial statements, which indicates that the Company had current assets of $1,997,438 to settle current liabilities of $327,780, leaving the company with a working capital of $1,669,658; the continuation of the Company is dependent upon obtaining necessary financing to meet its ongoing operational levels of corporate overhead. As stated in Note 1, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matter described below to be the key audit matter to be communicated in our auditor's report.
DAVIDSON & COMPANY LLP
1200 - 609 Granville Street
PO BOX 10372, Pacific Centre
Vancouver, BC V7Y 1G6
604 687 0947
davidson-co.com
Assessment of Impairment Indicators of Exploration and Evaluation Assets ("E&E Assets")
As described in Note 4 to the consolidated financial statements, the carrying amount of the Company's E&E Assets was $563,871 as of December 31, 2025. As more fully described in Note 3 to the consolidated financial statements, management assesses E&E Assets for indicators of impairment at each reporting period.
The principal considerations for our determination that the assessment of impairment indicators of the E&E Assets is a key audit matter is that there was judgment made by management when assessing whether there were indicators of impairment for the E&E Assets, specifically relating to the assets' carrying amount which is impacted by the Company's intent and ability to continue to explore and evaluate these assets. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate audit evidence relating to the judgments made by management in their assessment of indicators of impairment that could give rise to the requirement to prepare an estimate of the recoverable amount of the E&E Assets.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures included, among others:
- Evaluating management's assessment of impairment indicators.
- Evaluating the intent for the E&E Assets through discussion and communication with management.
- Reviewing the Company's recent expenditure activity.
- Evaluating on a test basis confirmation of title to ensure mineral rights underlying the E&E Assets are in good standing.
Other Information
Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management's Discussion and Analysis.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor's report is Michael MacLaren.

Chartered Professional Accountants
Vancouver, Canada
April 20, 2026
COPPERCORP RESOURCES INC.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian Dollars)
| Note(s) | December 31, 2025 | December 31, 2024 | |
|---|---|---|---|
| ASSETS | |||
| Current assets: | |||
| Cash and cash equivalents | $ | 1,677,866 | $ 2,986,209 |
| Accounts receivable | 4 | 15,550 | - |
| GST recoverable | 127,641 | 61,167 | |
| Prepaid expenses | 9 | 176,381 | 180,200 |
| Total current assets | 1,997,438 | 3,227,576 | |
| Non-current assets: | |||
| Right of use – asset | 7 | 42,193 | 5,078 |
| Exploration and evaluation assets | 4 | 563,871 | 563,871 |
| Reclamation bonds | 4 | 136,819 | 152,369 |
| Equipment | 6 | 90,618 | 67,993 |
| Long term deposits | 4,603 | 4,603 | |
| Total assets | $ | 2,835,542 | $ 4,021,490 |
| LIABILITIES | |||
| Current liabilities: | |||
| Accounts payable and accrued liabilities | 5,9 | $ 290,844 | $ 312,724 |
| Lease liability – short term portion | 7 | 36,936 | 9,463 |
| 327,780 | 322,187 | ||
| Non-current liabilities: | |||
| Lease liability – long-term portion | 7 | 6,392 | - |
| Reclamation provision | 4 | 55,801 | 52,309 |
| 389,973 | 374,496 | ||
| SHAREHOLDERS’ EQUITY | |||
| Share capital | 8 | 17,936,730 | 15,423,203 |
| Reserves | 8 | 3,410,695 | 3,304,850 |
| Deficit | (18,901,856) | (15,081,059) | |
| Total shareholders’ equity | 2,445,569 | 3,646,994 | |
| Total liabilities and shareholders’ equity | $ | 2,835,542 | $ 4,021,490 |
Nature and continuance of operations (Note 1)
Subsequent event (Note 14)
Approved and authorized by the Board on April 20, 2026.
“Stephen Swatton” Director “Jason Bahnsen” Director
The accompanying notes are an integral part of these consolidated financial statements.
COPPERCORP RESOURCES INC.
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Expressed in Canadian Dollars)
| Note(s) | Year ended December 31, 2025 | Year ended December 31, 2024 | |
|---|---|---|---|
| Expenses | |||
| Depreciation, amortization and accretion | 4,6,7 | $ 52,046 | $ 75,739 |
| Bank charges and interest | 5,681 | 5,323 | |
| Director fees | 9 | 35,766 | 37,500 |
| Exploration expenditures | 4,9 | 2,411,170 | 1,859,567 |
| Management and consulting fees | 9 | 527,940 | 380,000 |
| Marketing and IR | 438,554 | 208,107 | |
| Office and miscellaneous | 105,140 | 145,616 | |
| Professional fees | 75,666 | 111,455 | |
| Share-based compensation | 8,9 | 53,329 | 562,890 |
| Transfer agent and filing fees | 28,321 | 41,700 | |
| Travel and conference | 174,805 | 189,531 | |
| (3,908,418) | (3,617,428) | ||
| Other income (expenses) | |||
| Interest income | 76,563 | 208,042 | |
| Other income | 4 | 63,063 | - |
| Foreign exchange | (52,005) | (32,801) | |
| Loss for the year | (3,820,797) | (3,442,187) | |
| Basic and diluted loss per common share | $(0.04) | $(0.04) | |
| Weighted average number of common shares outstanding – basic and diluted | 101,970,182 | 86,176,576 |
The accompanying notes are an integral part of these consolidated financial statements.
COPPERCORP RESOURCES INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(Expressed in Canadian Dollars)
| Share Capital (Note 8) | |||||
|---|---|---|---|---|---|
| Shares | Amount | Reserves | Deficit | Total | |
| Balance, December 31, 2023 | 85,996,162 | $ 15,115,257 | $ 2,770,850 | $ (11,638,872) | $ 6,247,235 |
| Share-based compensation | - | - | 562,890 | - | 562,890 |
| Warrants exercised | 2,025,467 | 251,508 | (8,452) | - | 243,056 |
| Options exercised | 300,000 | 56,438 | (20,438) | - | 36,000 |
| Loss for the year | - | - | - | (3,442,187) | (3,442,187) |
| Balance, December 31, 2024 | 88,321,629 | $ 15,423,203 | $ 3,304,850 | $ (15,081,059) | $ 3,646,994 |
| Balance, December 31, 2024 | 88,321,629 | $ 15,423,203 | $ 3,304,850 | $ (15,081,059) | $ 3,646,994 |
| Shares issued for private placement | 29,415,517 | 2,500,319 | - | - | 2,500,319 |
| Share issue costs – cash | - | (80,676) | - | - | (80,676) |
| Share issue costs – warrants | - | (52,516) | 52,516 | - | - |
| Share-based compensation | - | - | 53,329 | - | 53,329 |
| Warrants exercised | 1,220,000 | 146,400 | - | - | 146,400 |
| Loss for the year | - | - | - | (3,820,797) | (3,820,797) |
| Balance, December 31, 2025 | 118,957,146 | $ 17,936,730 | $ 3,410,695 | $ (18,901,856) | $ 2,445,569 |
The accompanying notes are an integral part of these consolidated financial statements.
COPPERCORP RESOURCES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows from operating activities: | ||
| Loss for the year | $ (3,820,797) | $ (3,442,187) |
| Items not involving cash: | ||
| Depreciation, amortization and accretion | 52,046 | 75,739 |
| Non-cash interest expense on lease liability | 24 | 4,250 |
| Foreign exchange | 1,347 | (1,103) |
| Share-based compensation | 53,329 | 562,890 |
| Changes in non-cash working capital: | ||
| GST recoverable | (66,474) | (18,748) |
| Prepaid expenses | 597 | (71,306) |
| Accounts payable and accrued liabilities | (21,880) | 67,121 |
| Net cash used in operating activities | (3,801,808) | (2,823,344) |
| Cash flows from investing activities: | ||
| Acquisition of equipment | (37,310) | - |
| Reclamation bonds | - | - |
| Net cash used in investing activities | (37,310) | - |
| Cash flows from financing activities: | ||
| Proceeds from issuance of share capital | 2,500,319 | - |
| Share issuance costs - cash | (80,676) | - |
| Repayment of leases | (35,268) | (64,159) |
| Options exercised | - | 36,000 |
| Warrants exercised | 146,400 | 243,056 |
| Net cash provided by financing activities | 2,530,775 | 214,897 |
| Net increase (decrease) in cash | (1,308,343) | (2,608,447) |
| Cash and cash equivalents, beginning of the year | 2,986,209 | 5,594,656 |
| Cash and cash equivalents, end of the year | $ 1,677,866 | $ 2,986,209 |
During the year ended December 31, 2025, the Company paid $Nil in taxes (2024 - $Nil) and $Nil (2024 - $Nil) in interest.
Supplemental Schedule of Non-Cash Investing and Financing Activities
| Lease addition | $ 72,331 | $ | - |
|---|---|---|---|
| Deposit applied to lease payment | $ 3,222 | - | |
| Reclamation provision recognized | $ - | $ | 52,309 |
| Fair value of finders warrants | $ 52,516 | $ | - |
| Fair value of options and warrants exercised | $ - | $ | 28,890 |
The accompanying notes are an integral part of these consolidated financial statements.
COPPERCORP RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2025 and 2024
Expressed in Canadian Dollars
1. NATURE AND CONTINUANCE OF OPERATIONS
CopperCorp Resources Inc. (“CopperCorp”, the “Company”) was incorporated pursuant to the provisions of the British Columbia Business Corporations Act on July 21, 2020. The Company’s head office is located at Suite 203 – 55 Water Street, Vancouver, BC, V6B 1A1 and the Company’s registered and records office is located at Suite 900 – 885 West Georgia Street, Vancouver, BC, V6C 3H1. The Company is a mineral exploration company with interests in properties in Australia.
On January 12, 2022, the Company commenced trading on the TSX Venture Exchange under the trading symbol (“CPER”).
These consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and settle its obligations in the normal course of business.
As at December 31, 2025, the Company had current assets of $1,997,438 to settle current liabilities of $327,780, leaving the company with a working capital of $1,669,658. The continuation of the Company is dependent upon obtaining necessary financing to meet its ongoing operational levels of corporate overhead. These factors indicate material uncertainties that may cast significant doubt upon the Company’s ability to continue as a going concern and, therefore, that it may be unable to discharge its liabilities in the normal course of business. Additional funds will be required to enable the Company to continue its operations and there can be no assurance that financing will be available on terms which are acceptable to the Company. These financial statements do not give effect to any adjustments to the amounts and classifications of assets and liabilities which might be necessary should the Company be unable to continue its operations as a going concern.
The business of exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying value of exploration properties and the Company’s continued existence are dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, or the ability of the Company to raise alternative financing, if necessary, or alternatively upon the Company’s ability to dispose of its interests on an advantageous basis.
2. BASIS OF PRESENTATION
a) Statement of compliance
These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These consolidated financial statements were approved by the Board of Directors on April 20, 2026.
b) Basis for measurement
These consolidated financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value. All dollar amounts presented are expressed in Canadian Dollars unless otherwise specified. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.
3. MATERIAL ACCOUNTING POLICY INFORMATION
a) Basis of consolidation
These consolidated financial statements include the financial statements of CopperCorp Resources Inc. and its wholly owned subsidiary Georgina Resources Pty Ltd. incorporated in Australia. Subsidiaries are entities which the Company controls, either directly or indirectly, where control is defined as the power to govern an entity’s financial and operating policies and generally accompanies a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that may arise upon the exercise or conversion of non-voting securities are considered when assessing whether the Company
COPPERCORP RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2025 and 2024
Expressed in Canadian Dollars
controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company and they are deconsolidated from the date which control ceases. All intercompany transactions and balances have been eliminated upon consolidation.
| Name of subsidiary | Country of incorporation | Proportion of ownership interest | Principal activity |
|---|---|---|---|
| Georgina Resources Pty Ltd | Australia | 100% | Mineral exploration |
b) Accounting estimates and judgments
The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.
The effect of a change in an accounting estimate is recognized prospectively by including it in profit or loss in the year of the change, if the change affects that year only, or in the year of the change and future years, if the change affects both.
Information about critical estimates and judgments in applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the financial statements within the next financial year are discussed below:
Critical estimates
Share-based compensation
Share-based compensation expense is measured by reference to the fair value of the stock options at the date at which they are granted. Estimating fair value for granted stock options requires determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the option, volatility, dividend yield, and rate of forfeitures and making assumptions about them.
PPE Impairment
Management reviews PPE for impairment when indicators exist. Determining recoverable amounts involves estimating future cash flows, discount rates, and asset useful lives. An impairment loss is recognized if the carrying amount exceeds the recoverable amount. Changes in these assumptions could materially affect the carrying amount and impairment charge.
Income Taxes
The estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Company's ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income, which in turn is dependent upon the successful discovery, extraction, development and commercialization of mineral reserves. To the extent that management's assessment of the Company's ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets, and future income tax provisions or recoveries could be affected.
Lease Liabilities
Lease liabilities are measured at the present value of future lease payments, discounted using the incremental borrowing rate or the rate implicit in the lease. Estimating lease terms, including options to extend or terminate, requires judgment and can materially affect the liability and related right-of-use asset.
COPPERCORP RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2025 and 2024
Expressed in Canadian Dollars
Finders Warrants
The fair value of finders warrants issued in financing transactions is estimated using option pricing models, which require significant assumptions including expected volatility, risk-free interest rates, expected life of the warrants, and forfeiture rates. Changes in these assumptions could materially affect the recorded liability or equity component.
Critical judgments
The preparation of these consolidated financial statements requires management to make judgments regarding the concern of the Company as discussed in Note 1.
Carrying value and recoverability of exploration and evaluation assets
The carrying amount of the Company’s exploration and evaluation assets do not necessarily represent present or future values, and the Company’s exploration and evaluation assets have been accounted for under the assumption that the carrying amount will be recoverable. Recoverability is dependent on various factors, including the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development and upon future profitable production or proceeds from the disposition of the mineral property interests themselves. Additionally, there are numerous geological, economic, environmental and regulatory factors and uncertainties that could impact management’s assessment as to the overall viability of its mineral property interests or to the ability to generate future cash flows necessary to cover or exceed the carrying value of the Company’s exploration and evaluation assets.
c) Foreign exchange
The Company’s reporting currency and the functional currency of all of its operations, including that of its subsidiary, is the Canadian dollar. Transactions in foreign currencies are initially recorded at the functional currency rate at the date of the transaction. At each statement of financial position date, monetary assets and liabilities are translated using the period-end foreign exchange rate. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when acquired. All gains and losses on translation of these foreign currency transactions are included in profit or loss.
d) Exploration and evaluation assets
Costs related to the acquisition of exploration and evaluation assets are capitalized by property until the commencement of commercial production. Exploration and evaluation costs are recognized in profit or loss. Costs incurred before and after the Company has obtained the legal rights to explore an area of interest are recognized in profit or loss until such time the technical feasibility and commercial viability of extracting a mineral resource are demonstrable, after which such costs are capitalized. Upon achieving production, costs for a producing property will be amortized on a unit of-production method based on the estimated life of the ore reserves. The recoverability of the amounts capitalized for the undeveloped exploration and evaluation assets is dependent upon the determination of economically recoverable ore reserves, confirmation of the Company's interest in the underlying mineral claims, the ability to obtain the necessary financing to complete their development, and future profitable production or proceeds from the disposition thereof.
e) Government grants
A government grant is recognised only when there is reasonable assurance that (a) the entity will comply with any conditions attached to the grant and (b) the grant will be received.
The grant is recognised as income over the period necessary to match them with the related costs, for which they are intended to compensate, on a systematic basis.
A grant relating to assets may be presented in one of two ways:
COPPERCORP RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2025 and 2024
Expressed in Canadian Dollars
- as deferred income, or
- by deducting the grant from the asset's carrying amount.
A grant relating to income may be reported separately as 'other income' or deducted from the related expense. The Company opted for recording the grants received as other income.
f) Impairment of long-lived assets
At the end of each reporting period, the Company reviews the carrying amounts of its long-lived assets to determine whether there is an indication that those assets have suffered impairment. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment charge (if any).
The recoverable amount used for this purpose is the higher of the fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assignments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its recorded amount, the recorded amount of the asset is reduced to its recoverable amount. An impairment charge is recognized immediately in the statement of loss and comprehensive loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.
g) Reclamation obligations
The Company recognizes statutory, contractual or other legal obligations related to the retirement of its exploration and evaluation assets and its tangible long-lived assets when such obligations are incurred, if a reasonable estimate of fair value can be made. These obligations are measured initially at the net present value of estimated future cash flows and the resulting costs are expensed to the statement of loss and comprehensive loss. In subsequent periods, the liability is adjusted for any changes in the amount or timing and for the discounting of the underlying future cash flows.
h) Share capital
Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company's common shares, stock options and share warrants are classified as equity instruments. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
The Company uses the residual approach when allocating the fair value of the share purchase warrants issued in conjunction with the offering of units through a private placement. The Company determines the fair value of the common share and the residual value is allocated to the share purchase warrant for unit offerings that contain a common share and a share purchase warrant.
i) Share-based compensation
The Company applies the fair value method of accounting for all stock option awards. Under this method, share-based compensation expense attributed to the award of options to employees is measured at the fair value of the award on the date of grant and is recognized over the vesting period of the award. Share-based compensation to non-employees is valued based on the fair value of the service received, if reliably determinable, otherwise based on the fair value of the award granted. Valuation is calculated based on the date at which the Company receives the service. If and when the stock options are ultimately exercised, the applicable amounts of other equity reserves are transferred to share capital.
COPPERCORP RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2025 and 2024
Expressed in Canadian Dollars
The fair value of instruments granted is measured using the Black-Scholes Option Pricing Model, taking into account the terms and conditions under which the instruments are granted. The fair value of the awards is adjusted by an estimate of the number of awards that are expected to vest as a result of non-market conditions. At each statement of financial position date, the Company revises its estimates of the number of options that are expected to vest based on the non-market conditions including the impact of the revision to original estimates, if any, with corresponding adjustments to equity.
j) Income taxes
Income tax expense is comprised of current and deferred taxes. Current and deferred taxes are recognized in profit or loss except to the extent that they relate to a business combination or items recognized directly in equity or profit or loss.
Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss for the current year and any adjustment to income taxes payable in respect of previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or substantively enacted by the year-end date.
Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability differs from its tax base, except for taxable temporary differences arising on the initial recognition of goodwill and temporary differences arising on the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit or loss.
Recognition of deferred tax assets for unused tax losses, tax credits and deductible temporary differences is restricted to those instances where it is possible that future taxable profit will be available against which the deferred tax asset can be utilized. At the end of each reporting year, the Company reassesses unrecognized deferred tax assets. The Company recognizes a previously unrecognized deferred tax asset to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
k) Loss per share
The basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. The diluted loss per share reflects the potential dilution of common share equivalents, such as outstanding share options and warrants, in the weighted average number of common shares outstanding during the year, if dilutive. The number of additional shares is calculated by assuming that outstanding share options and warrants were exercised and that the proceeds from such exercises were used to acquire common shares at the average market price during the reporting periods. Common share equivalents have been excluded from the computation of diluted loss per share for the years presented as including them would have been antidilutive.
l) Equipment
Equipment is stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the company and cost can be measured reliably. The carrying amount of a replaced asset is derecognized when replaced. Repair and maintenance costs are charged to profit or loss during the period in which they are incurred.
The Company's field equipment is depreciated on a straight-line basis over 2-7 years.
m) Leases
The Company assesses if a contract is or contains a lease at inception of the contract. Control is considered to exist if the contract conveys the right to control the use of an identified asset during the term of the lease. When a lease is identified, a right-of-use asset and a corresponding lease liability are recognized, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Company recognizes the lease payments as an expense in profit or loss on a straight-line basis. Right-of-use assets are recognized at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct
COPPERCORP RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2025 and 2024
Expressed in Canadian Dollars
costs and decommissioning and restoration costs, less any lease incentives received. Right-of-use assets are depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date discounted by using the rate implicit in the lease or the Company’s incremental borrowing rate, if the rate implicit in the lease cannot be determined.
n) Financial instruments
Classification
Financial assets are classified at initial recognition as either: measured at amortized cost, fair value through profit or loss (“FVTPL”), or fair value through other comprehensive income (“FVTOCI”). The classification depends on the Company’s business model for managing the financial assets and the contractual cash flow characteristics. For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income (“OCI”).
FVTPL – Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed to profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial asset held at FVTPL are included in profit or loss in the period in which they arise.
FVTOCI – Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently, they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment.
Financial assets at amortized cost – A financial asset is measured at amortized cost if the objective of the business model is to hold the financial asset for the collection of contractual cash flows, and the asset's contractual cash flows are comprised solely of payments of principal and interest. They are classified as current assets or non-current assets based on their maturity date and are initially recognized at fair value and subsequently carried at amortized cost less any impairment.
Financial liabilities are measured at amortized cost unless they are required to be measured at FVTPL or the Company has opted to measure at FVTPL.
Measurement
Financial assets and liabilities at FVTPL are initially recognized at fair value and transaction costs are expensed in the consolidated statement of loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets or liabilities held at FVTPL are included in the consolidated statement loss in the period in which they arise. Where the Company has opted to designate a financial liability at FVTPL, any changes associated with the Company's credit risk will be recognized in OCI.
Financial assets and liabilities at amortized cost are initially recognized at fair value, and subsequently carried at amortized cost less any impairment.
Impairment
The Company assesses on a forward-looking basis the expected credit loss ("ECL") associated with financial assets measured at amortized cost, contract assets and debt instruments carried at FVTOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognized in profit or loss and reflected in an allowance account against receivables. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.
COPPERCORP RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2025 and 2024
Expressed in Canadian Dollars
o) Recent accounting pronouncements
There were no new accounting standards or amendments to standards that were applicable to the Company for the year ended December 31, 2025 that had a material impact on its consolidated financial statements.
The following new standards, amendments to standards and interpretations have been issued but are not effective during the year ended December 31, 2025:
On April 9, 2024, the IASB issued a new standard – IFRS 18, “Presentation and Disclosure in Financial Statements” with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:
- the structure of the statement of profit or loss;
- required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management-defined performance measures); and
- enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.
IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also applies to comparative information. Adoption of IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its ‘operating profit or loss’. The Company is evaluating the impact this standard will have on the consolidated financial statements.
4. EXPLORATION AND EVALUATION ASSETS
On November 9, 2020, the Company closed a transaction, whereby the Company acquired a 100% interest in Georgina Resources Pty Ltd. (“Georgina”) that holds the rights to the AMC Project (formerly the Alpine Project) and to the Skyline Project in Australia with an initial acquisition cost of $511,562. The Properties are subject to a 1.5% net smelter return royalty for certain mineral exploration permits which can be purchased for $3,000,000. On December 31, 2024, the Company recognized a reclamation provision of $52,309. The provision is based on an estimated obligation of AUD$60,000, a net discount rate of 1% and a discount period of 2.5 years. No additional provisions were made for the year ending December 31, 2025.
| December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|
| Balance, Opening | $ | 563,871 | $ 511,562 |
| Reclamation provision | - | 52,309 | |
| Balance, Ending | $ | 563,871 | $ 563,871 |
Below is the continuity schedule for the reclamation provision, detailing movements during the year.
| December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|
| Balance, Opening | $ | 52,309 | - |
| Additions | - | 52,309 | |
| Accretion | 2,145 | - | |
| Foreign exchange | 1,347 | - | |
| Balance, Ending | $ | 55,801 | $ 52,309 |
COPPERCORP RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2025 and 2024
Expressed in Canadian Dollars
a) Expenditures
For the year ended December 31, 2025, the Company incurred the following exploration and evaluation expenditures:
| AMC (formerly Alpine) | Skyline | Others | Total | |
|---|---|---|---|---|
| Drilling | $ - | $ 743,023 | $ - | $ 743,023 |
| Field and general operations | 160,501 | 701,749 | 26 | 862,276 |
| Field contractors and consultants | 138,016 | 227,106 | 563 | 365,685 |
| Geochemistry | 8,454 | 215,354 | 1,572 | 225,380 |
| Geophysics | 7,018 | 177,271 | - | 184,289 |
| Travel and accommodation | 3,402 | 27,115 | - | 30,517 |
| December 31, 2025 | $ 317,391 | $ 2,091,618 | $ 2,161 | $ 2,411,170 |
For the year ended December 31, 2024, the Company incurred the following exploration and evaluation expenditures:
| AMC (formerly Alpine) | Skyline | Others | Total | |
|---|---|---|---|---|
| Drilling | $ - | $ 553,972 | $ - | $ 553,972 |
| Field and general operations | 138,255 | 489,885 | 13,488 | 641,628 |
| Field contractors and consultants | 100,785 | 207,077 | 6,494 | 314,356 |
| Geochemistry | 22,123 | 286,026 | 348 | 308,497 |
| Geophysics | 6,171 | 17,429 | - | 23,600 |
| Travel and accommodation | 1,554 | 15,960 | - | 17,514 |
| December 31, 2024 | $ 268,888 | $ 1,570,349 | $ 20,330 | $ 1,859,567 |
The Company has posted reclamation bonds of $136,819 (2024 – $152,369) in relation to its mineral properties in Australia. During the year ended December 31, 2025, the Company reclassified $15,550 from reclamation bonds to accounts receivable.
b) Government grants
During the year ended December 31, 2025, the Company received government grants of $63,063 (AUD $70,000) (2024 – $Nil) from the Tasmania government for project rebates related to Skyline Project.
- ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Accounts payable | $ 250,844 | $ 274,924 |
| Accrued liabilities | 40,000 | 37,800 |
| Total accounts payable and accrued liabilities | $ 290,844 | $ 312,724 |
COPPERCORP RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2025 and 2024
Expressed in Canadian Dollars
6. EQUIPMENT
| Field Equipment | |
|---|---|
| Cost | |
| At December 31, 2023 and 2024 | $ 130,346 |
| Addition | 37,310 |
| At December 31, 2025 | $ 167,656 |
| Accumulated Depreciation | |
| At December 31, 2023 | $ 45,830 |
| Additions | 16,523 |
| At December 31, 2024 | $ 62,353 |
| Additions | 14,685 |
| At December 31, 2025 | $ 77,038 |
| Net Book Value | |
| At December 31, 2024 | $ 67,993 |
| At December 31, 2025 | $ 90,618 |
7. RIGHT-OF-USE ASSET AND LEASE LIABILITIES
a) Right-of-use asset
| Cost | |
|---|---|
| Balance, December 31, 2023 and 2024 | $ 188,198 |
| Additions | 72,331 |
| Balance, December 31, 2025 | $ 260,529 |
| Accumulated Amortization | |
| Balance, December 31, 2023 | $ 123,904 |
| Additions | 59,216 |
| Balance, December 31, 2024 | $ 183,120 |
| Additions | 35,216 |
| Balance, December 31, 2025 | $ 218,336 |
| Net book value, December 31, 2024 | $ 5,078 |
| Net book value, December 31, 2025 | $ 42,193 |
The right-of-use asset relates to the following:
- On January 1, 2021, the Company entered into a lease agreement for the Company’s office space in Australia with the following terms: duration of four years and monthly payments of $2,355 (AUD $2,500).
- On March 1, 2022, the Company entered into a lease agreement for the Company’s office space in Canada with the following terms: duration of three years and monthly payments of $2,787.
- On March 1, 2025, the Company renewed the lease agreement for the Company’s office space in Canada with the following terms: duration of two years and monthly payments of $3,222.
COPPERCORP RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2025 and 2024
Expressed in Canadian Dollars
b) Lease liability
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Opening balance | $ 9,463 | $ 70,475 |
| Additions | 72,331 | - |
| Interest expense | 24 | 4,250 |
| Lease payments | (38,490) | (64,159) |
| Foreign exchange | - | (1,103) |
| Ending balance | $ 43,328 | $ 9,463 |
The Company used 6.5% interest rate, its estimated incremental borrowing rate to calculate the present value of the lease payments as well as to calculate the monthly accretion expense.
Future minimum payments per the lease payable are as follows:
| Fiscal 2026 | $ | 38,665 |
|---|---|---|
| Fiscal 2027 | 6,444 | |
| Total future minimum lease payments | $ | 45,109 |
| Effects of discounting | (1,781) | |
| Total lease liability | $ | 43,328 |
| Current lease liability | 36,936 | |
| Non-Current lease liability | $ | 6,392 |
Variable Lease Payments
Variable lease payments that are not included in the measurement of lease liabilities, such as common area maintenance fees, property taxes, and utilities, are recognized as an expense in the period in which they are incurred. During the year ended December 31, 2025, total expense relating to variable lease payments amounted to $16,012 (2024 - $14,761) and is included in Office and miscellaneous in the statements of loss and comprehensive loss.
- SHARE CAPITAL AND RESERVES
a) Authorized share capital: Unlimited number of common shares, without par value.
Issued share capital: As at December 31, 2025, the Company had 118,957,146 (December 31, 2024 – 88,321,629) shares issued and outstanding.
As at December 31, 2025, there were no common shares held in escrow (December 31, 2024 – 5,657,235).
For the year ended December 31, 2025
On July 18 and July 24, 2025, the Company closed a non-brokered private placement of units in two tranches, raising total gross proceeds of $2,500,319 through the issuance of 29,415,517 units at a price of $0.085 per unit. Each unit consisted of one common share and one common share purchase warrant, with each warrant entitling the holder to purchase one additional common share at a price of $0.13 per share until July 18 or July 24, 2027, depending on the closing date of the respective tranche. In connection with the placement, the Company paid total finder's fees of $59,974 and issued 705,582 finder's warrants under the same terms. The finder's warrants were valued at $52,516 as of the issuance date. In addition, $20,702 share issuance cost was incurred related to the private placement.
During the year ended December 31, 2025, 1,220,000 warrants were exercised at $0.12 per common share with gross proceeds of $146,400.
16
COPPERCORP RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2025 and 2024
Expressed in Canadian Dollars
For the year ended December 31, 2024
During the year ended December 31, 2024, a total of 2,025,467 common shares were issued through the exercise of warrants, generating gross proceeds of $243,056.
Additionally, 300,000 common shares were issued upon the exercise of options, resulting in gross proceeds of $36,000.
b) Warrants
The activity and weighted average prices of warrants are as follows:
| Number of Warrants | Weighted Average Exercise Price | |
|---|---|---|
| Outstanding as at December 31, 2023 | 20,500,971 | $ 0.12 |
| Exercised | (2,025,467) | $ 0.12 |
| Outstanding as at December 31, 2024 | 18,475,504 | $ 0.12 |
| Granted | 30,121,099 | $ 0.13 |
| Exercised | (1,220,000) | $ 0.12 |
| Expired | (17,255,504) | $ 0.12 |
| Outstanding as at December 31, 2025 | 30,121,099 | $ 0.13 |
During the year ended December 31, 2025, 17,255,504 warrants expired unexercised.
As at December 31, 2025, the outstanding and exercisable share purchase warrants were as follows:
| Number of Warrants | Exercise Price | Expiry Date | Weighted average remaining life (in years) |
|---|---|---|---|
| 18,533,163 | $0.13 | July 18, 2027 | 1.55 |
| 705,582 | $0.13 | July 18, 2027 | 1.55 |
| 10,882,354 | $0.13 | July 24, 2027 | 1.56 |
| 30,121,099 | $0.13 | 1.55 |
The fair value of finder's warrants issued was $52,516 (December 31, 2024 - $Nil) estimated at the grant date based on the Black-Scholes valuation model with the following weighted average assumptions:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Risk-free interest rate | 3.10% | N/A |
| Expected dividend yield | Nil | N/A |
| Share price | $0.115 | N/A |
| Exercise price | $0.130 | N/A |
| Expected stock price volatility | 134% | N/A |
| Average expected warrant life | 2 years | N/A |
COPPERCORP RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2025 and 2024
Expressed in Canadian Dollars
c) Stock options
Pursuant to CopperCorp’s stock option plan, the Board of Directors may grant options for the purchase of up to 10% of the total number of issued and outstanding common shares of the Company. Options granted under the plan vest over time at the discretion of the Board of Directors and expire no later than five years from the date of issuance. Exercise prices on options granted under the plan cannot be lower than the market price of one share on the last trading day immediately preceding the day on which the option is granted, less the maximum applicable discount permitted by TSX Venture Exchange and the minimum exercise price per common share must be at least $0.10. Options issued are subject to vesting terms at the discretion of the Board of Directors.
On August 13, 2025, the Company appointed Alan Coutts to its Board of Directors. In connection with his appointment, the Company granted Mr. Coutts 400,000 incentive stock options in accordance with the Company’s omnibus incentive plan. The options are exercisable at $0.165 per share for five years.
In January 2024, the Company granted a total of 2,050,000 incentive stock options to certain directors and officers of the Company. Each option is exercisable to acquire one common share of CopperCorp at a price of $0.12 for five years from the date of the grant. The options were granted and vested in accordance with the Company’s equity incentive plan. In December 2024, the Company granted a total of 2,600,000 incentive stock options to certain directors and officers of the Company. Each option is exercisable to acquire one common share of CopperCorp at a price of $0.19 for five years from the date of the grant. The options were granted and vested in accordance with the Company’s equity incentive plan.
The number and weighted average prices of options are as follows:
| Number of Options | Weighted Average Exercise Price | |
|---|---|---|
| Outstanding as at December 31, 2023 | 4,262,500 | $ 0.35 |
| Granted | 4,650,000 | $ 0.16 |
| Cancelled | (162,500) | $ 0.34 |
| Exercised | (300,000) | $ 0.12 |
| Outstanding as at December 31, 2024 | 8,450,000 | $ 0.25 |
| Granted | 400,000 | $ 0.165 |
| Outstanding as at December 31, 2025 | 8,850,000 | $ 0.25 |
As at December 31, 2025, the Company has the following options outstanding and exercisable:
| Number of options outstanding | Number of options exercisable | Exercise Price | Expiry Date | Weighted average remaining life (in years) |
|---|---|---|---|---|
| 4,100,000 | 4,100,000 | $0.35 | July 27, 2026 | 0.57 |
| 1,750,000 | 1,750,000 | $0.12 | January 18, 2029 | 3.05 |
| 2,600,000 | 2,600,000 | $0.19 | December 13, 2029 | 3.95 |
| 400,000 | 400,000 | $0.165 | August 13, 2030 | 4.62 |
| 8,850,000 | 8,850,000 | $0.25 | 2.24 |
COPPERCORP RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2025 and 2024
Expressed in Canadian Dollars
The fair value of stock options issued was estimated at the grant date based on the Black-Scholes valuation model with the following weighted average assumptions:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Risk-free interest rate | 2.93% | 2.97-3.54% |
| Expected dividend yield | Nil | Nil |
| Share price | $0.165 | $0.12-0.19 |
| Expected stock price volatility | 130% | 119-127% |
| Average expected option life | 5 years | 5 years |
| Fair value of options granted | $0.12 | $0.08-0.14 |
During the year ended December 31, 2025, the Company recognized $53,329 (December 31, 2024 – $562,890) in share-based compensation expense for the fair value of stock options granted and vested.
9. RELATED PARTY TRANSACTIONS
Key management personnel
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company's Board of Directors and corporate officers and/or companies controlled by those individuals. The aggregate value of compensation with key management for the year ended December 31, 2025 was $462,744 (2024 - $845,524) and comprised of the following:
| Year ended December 31, 2025 | Year ended December 31, 2024 | |||
|---|---|---|---|---|
| Management and consulting fees | $ | 225,000 | $ | 225,000 |
| Directors’ fees | 35,766 | 37,500 | ||
| Exploration expenditures | 148,649 | 163,985 | ||
| Share-based compensation | 53,329 | 419,039 | ||
| Total remuneration | $ | 462,744 | $ | 845,524 |
As at December 31, 2025, the Company owed $Nil (2024 - $37,400) to related parties.
As at December 31, 2025, there was $Nil (2024 - $8,154) included in prepaid expenses to related parties.
Other related party transactions
For the year ended December 31, 2025, CopperCorp incurred a total of $90,000 (2024 - $90,000) in consulting fees from a company owned by a close family member of the CFO.
10. FINANCIAL INSTRUMENTS
Fair value
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:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
COPPERCORP RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2025 and 2024
Expressed in Canadian Dollars
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 recorded values of cash and cash equivalents, GST recoverable, and accounts payable and accrued liabilities approximate their carrying values due to their short-term to maturities which is the amount presented on the statement of financial position. Lease liability is considered to approximate fair value as it is measured at a market rate of interest.
Financial risk factors
The Company’s risk exposures and the impact on the Company’s financial statements are summarized below:
Credit risk
Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash, GST recoverable and reclamation bonds due from the Government of Canada and Australia. The Company limits its exposure to credit loss by placing its cash with major financial institutions. The Company believes its credit risk with respect to GST recoverable and reclamation bonds is minimal. The maximum credit risk is the carrying value of the instruments.
Liquidity risk
The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at December 31, 2025, the Company had a working capital balance of $1,669,658.
Interest rate risk
The Company is exposed to interest rate risk to the extent that the cash maintained at the financial institution is subject to floating rates of interest. The interest rate risk on cash is not considered significant.
Foreign currency risk
The Company is exposed to foreign currency risk on fluctuations related to cash, and accounts payable and accrued liabilities, denominated in Australian dollars. A 10% fluctuation between the Canadian dollar against the Australian dollar would impact profit or loss by approximately $4,115.
Price risk
The Company has limited exposure to price risk with respect to equity prices. Equity price 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.
11. CAPITAL MANAGEMENT
Capital is comprised of the Company’s shareholders’ equity. As at December 31, 2025, the Company’s shareholders’ equity was $2,445,569. The Company manages its capital structure to maximize its financial flexibility by making adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. The Company does not at present utilize any quantitative measures to monitor its capital. The Company currently is not subject to externally imposed capital requirements. There were no changes to the Company’s capital management during the year ended December 31, 2025.
COPPERCORP RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2025 and 2024
Expressed in Canadian Dollars
12. SEGMENT INFORMATION
The Company operates in one reportable segment, being the acquisition, exploration and evaluation of mineral resources. All of the Company's equipment and exploration and evaluation assets are located in Australia as follows:
| December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|
| Equipment | |||
| Australia | $ | 90,618 | $ 67,993 |
| 90,618 | 67,993 | ||
| Reclamation bonds | |||
| Australia | 136,819 | 152,369 | |
| $ | 136,819 | $ 152,369 | |
| Exploration and evaluation assets | |||
| Australia | 563,871 | 563,871 | |
| $ | 563,871 | $ 563,871 | |
| $ | 806,858 | $ 784,233 |
13. INCOME TAXES
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | |
|---|---|---|
| Loss before income taxes | $ (3,820,797) | $ (3,442,187) |
| Expected income tax (recovery) | (1,032,000) | (929,000) |
| Change in statutory, foreign tax, foreign exchange rates and other | (74,000) | (51,000) |
| Permanent differences | 17,000 | 158,000 |
| Share issue cost | (22,000) | - |
| Change in unrecognized deductible temporary differences | 1,111,000 | 822,000 |
| Deferred income tax recovery | $ - | $ - |
The tax effects on the temporary differences that give rise to the Company's deferred tax assets and liabilities are as follows:
| 2025 | 2024 | |
|---|---|---|
| Deferred tax assets (liabilities) | ||
| Share issue costs | $ 42,000 | $ 59,000 |
| Non-capital losses | 4,641,000 | 3,513,000 |
| 4,683,000 | 3,572,000 | |
| Unrecognized deferred tax assets | (4,683,000) | (3,572,000) |
| Net deferred tax assets | $ - | $ - |
COPPERCORP RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2025 and 2024
Expressed in Canadian Dollars
The significant components of the Company’s temporary differences, unused tax credits and unused tax losses that have been included on the statement of financial position are as follows:
| 2025 | Expiry Date Range | 2024 | Expiry Date Range | |
|---|---|---|---|---|
| Temporary differences | ||||
| Share issuance costs | $ 154,000 | 2026 to 2028 | $ 219,000 | 2025 to 2027 |
| Right of use assets/Lease liability | $ 1,000 | No expiry date | $ 4,000 | No expiry date |
| Non-capital losses | $16,109,000 | $12,201,000 | ||
| Canada | $ 6,361,000 | 2040 to 2045 | $ 4,908,000 | 2040 to 2044 |
| Australia | $ 9,748,000 | Indefinite | $ 7,293,000 | Indefinite |
Tax attributes are subject to review and potential adjustment by tax authorities.
14. SUBSEQUENT EVENT
On January 27, 2026, the Company granted 200,000 stock options to a consultant, exercisable at $0.10 per share for a period of three years from the grant date. The options vest in equal quarterly installments over a 12-month period.
22