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Etruscus Resources Corp. — Interim / Quarterly Report 2025
Nov 8, 2025
47595_rns_2025-11-07_0a902469-1a3e-4814-b4aa-2b9135f0a5d5.pdf
Interim / Quarterly Report
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ETRUSCUS RESOURCES CORP.
Condensed Interim Financial Statements
September 30, 2025
(Expressed in Canadian Dollars)
(The accompanying notes are an integral part of these condensed interim financial statements)
ETRUSCUS RESOURCES CORP.
Index to Condensed Interim Financial Statements
For the three and six-month periods ended September 30, 2025
(Expressed in Canadian Dollars)
Page
MANAGEMENT'S RESPONSIBILITY FOR UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS AND NOTICE OF NO AUDITOR REVIEW 2
FINANCIAL STATEMENTS:
Condensed Interim Statements of Financial Position 3
Condensed Interim Statements of Operations and Comprehensive Loss 4
Condensed Interim Statements of Changes in Equity 5
Condensed Interim Statements of Cash Flows 6
Notes to Condensed Interim Financial Statements 7-21
MANAGEMENT'S RESPONSIBILITY FOR UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS AND NOTICE OF NO AUDITOR REVIEW
The accompanying condensed interim financial statements of Etruscus Resources Corp. (the "Company") are the responsibility of management and have not been reviewed by the Company’s auditors.
These condensed interim financial statements have been prepared by management, on behalf of the Board of Directors, in accordance with the accounting policies disclosed in the notes to the unaudited condensed interim financial statements. Where necessary, management has made informed judgments and estimates in accounting for transactions which were not complete at the financial position date. In the opinion of management, the condensed interim financial statements have been prepared within acceptable limits of materiality and are in accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board using accounting policies consistent with International Financial Reporting Standards appropriate in the circumstances.
The Company has established processes, which are in place to provide it sufficient knowledge to support management representations that it has exercised reasonable diligence that (i) the condensed interim financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of, and for the periods presented by, the condensed interim financial statements and (ii) the condensed interim financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of the date of and for the periods presented by the condensed interim financial statements.
The Board of Directors is responsible for reviewing and approving the condensed interim financial statements together with other financial information of the Company and for ensuring that management fulfills its financial reporting responsibilities. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process and the condensed interim financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the condensed interim financial statements together with other financial information of the Company for issuance to the shareholders.
Management recognizes its responsibility for conducting the Company’s affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.
(The accompanying notes are an integral part of these condensed interim financial statements)
(Expected by management)
ETRUSCUS RESOURCES CORP.
Condensed Interim Statements of Financial Position
As at September 30, 2025
| September 30, 2025 (unaudited) | March 31, 2025 (audited) | |
|---|---|---|
| ASSETS | ||
| Current assets | ||
| Cash and cash equivalents | $ 276,051 | $ 873,063 |
| Receivables (Note 3) | 41,099 | 8,510 |
| Prepaid expenses (Note 4) | 1,634 | 39,791 |
| Total current assets | 318,784 | 921,364 |
| Exploration and evaluation assets (Note 5) | 4,734,954 | 3,938,387 |
| Reclamation deposit | 24,900 | 24,900 |
| Equipment (Note 6) | 2,760 | 858 |
| Right-of-use assets (Note 6) | 50,435 | 4,435 |
| Total assets | $ 5,131,833 | $ 4,889,944 |
| LIABILITIES | ||
| Current liabilities | ||
| Accounts payable and accrued liabilities (Note 7) | $ 67,436 | $ 75,734 |
| Due to related parties (Note 9) | 122,270 | 122,623 |
| Lease liability (Note 7) | 16,744 | 5,188 |
| Flow-through share premium liability (Note 8) | 6,582 | 113,970 |
| Total current liabilities | 213,032 | 317,515 |
| Lease liability | 34,344 | - |
| Total liabilities | 247,376 | 317,515 |
| EQUITY | ||
| Share capital (Note 8) | 9,743,087 | 9,381,056 |
| Equity reserves | 954,946 | 795,250 |
| Deficit | (5,813,576) | (5,603,877) |
| Total equity | 4,884,457 | 4,572,429 |
| Total liabilities and equity | $ 5,131,833 | $ 4,889,944 |
Nature of Operations and Going Concern (Note 1)
Approved and authorized on behalf of the Board on November 7, 2025.
Fiore Aliperti Director
Michael Sikich Director
(The accompanying notes are an integral part of these condensed interim financial statements)
ETRUSCUS RESOURCES CORP.
Condensed Interim Statements of Operations and Comprehensive Loss
For the three and six-month periods ended September 30, 2025 and 2024
(Expressed in Canadian Dollars)
(unaudited – prepared by management)
| Six months ended September 30, 2025 | Six months ended September 30, 2024 | Three months ended September 30, 2025 | Three months ended September 30, 2024 | |
|---|---|---|---|---|
| Operating Expenses: | ||||
| Communications | $ 6,005 | $ 7,309 | $ 4,330 | $ 2,552 |
| Consulting fees (Note 9) | 139,191 | 91,725 | 70,219 | 45,975 |
| Depreciation (Note 6) | 9,472 | 9,062 | 4,973 | 4,531 |
| Office and general | 8,276 | 18,439 | 1,807 | 10,064 |
| Professional fees | 6,805 | 7,842 | 2,265 | 6,827 |
| Regulatory and transfer agent fees | 11,626 | 10,242 | 7,329 | 5,940 |
| Rent | 8,210 | 8,756 | 4,105 | 4,381 |
| Share-based compensation (Note 8) | 156,564 | 14,013 | 156,564 | - |
| Travel | 1,612 | 2,182 | 1,612 | 644 |
| Total operating expenses | (347,761) | (169,570) | (253,204) | (80,914) |
| Finance income | 7,349 | 2,730 | 3,966 | 2,130 |
| Accretion of lease liability discount | (1,342) | (950) | (1,299) | (416) |
| Other income from settlement of flow-through share premium liability (Note 8) | 132,055 | 26,896 | 128,471 | 24,579 |
| Write-down of exploration and evaluation assets (Note 5) | - | (1,495,130) | - | - |
| Loss and comprehensive loss for the period | $ (209,699) | $ (1,636,024) | $ (122,066) | $ (54,621) |
| Basic and diluted loss per common share | $ (0.00) | $ (0.03) | $ (0.00) | $ (0.00) |
| Weighted average number of common shares outstanding: | ||||
| Basic and diluted | 61,827,305 | 49,617,547 | 63,095,397 | 50,643,948 |
(The accompanying notes are an integral part of these condensed interim financial statements)
ETRUSCUS RESOURCES CORP.
Condensed Interim Statements of Changes in Equity
For the periods ended September 30, 2025 and 2024
(Expressed in Canadian Dollars)
(unaudited – prepared by management)
| Share Capital | Equity Reserves | Deficit | Total Equity | ||
|---|---|---|---|---|---|
| Number of Shares | Amount | ||||
| Balance at March 31, 2024 | 48,085,361 | $ 8,192,190 | $ 778,112 | $(3,800,971) | $ 5,169,331 |
| Private placements | 5,185,000 | 542,000 | - | - | 542,000 |
| Share issuance costs | - | (1,050) | 250 | - | (800) |
| Flow through share premium liability | - | (61,000) | - | - | (61,000) |
| Share-based compensation | - | - | 14,013 | - | 14,013 |
| Loss for the period | - | - | - | (1,636,024) | (1,636,024) |
| Balance at September 30, 2024 | 53,270,361 | $ 8,672,140 | $ 792,125 | $(5,436,995) | $ 4,027,520 |
| Private placements | 7,315,833 | 827,250 | - | - | 827,250 |
| Share issuance costs | - | (22,667) | 2,586 | - | (20,081) |
| Flow-through share premium liability | - | (95,667) | - | - | (95,667) |
| Loss for the period | - | - | - | (166,882) | (166,882) |
| Balance at March 31, 2025 | 60,586,194 | $ 9,381,056 | $ 795,250 | $(5,603,877) | $ 4,572,429 |
| Private placements | 3,723,333 | 397,000 | - | - | 397,000 |
| Share issuance costs | - | (10,302) | 3,132 | - | (7,170) |
| Flow-through share premium liability | - | (24,667) | - | - | (24,667) |
| Share-based compensation | - | - | 156,564 | - | 156,564 |
| Loss for the period | - | - | - | (209,699) | (209,699) |
| Balance at September 30, 2025 | 64,309,527 | $ 9,743,087 | $ 954,946 | $(5,813,576) | $ 4,884,457 |
(The accompanying notes are an integral part of these condensed interim financial statements)
ETRUSCUS RESOURCES CORP.
Condensed Interim Statements of Cash Flows
For the six-month periods ended September 30, 2025 and 2024
(Expressed in Canadian Dollars)
(unaudited – prepared by management)
| 2025 | 2024 | |
|---|---|---|
| Cash flows provided by (used in) operating activities | ||
| Loss for the period | $ (209,699) | $ (1,636,024) |
| Add-back non-cash items: | ||
| Depreciation | 9,472 | 9,062 |
| Accretion of lease liability discount | 1,342 | 950 |
| Other income from settlement of flow-through share premium liability | (132,055) | (26,896) |
| Share-based compensation | 156,564 | 14,013 |
| Write-down of exploration and evaluation assets | - | 1,495,130 |
| Changes in non-cash working capital items: | ||
| Receivables | (32,589) | (7,043) |
| Prepaid expenses | 38,157 | 6,395 |
| Accounts payable and accrued liabilities | (15,039) | (26,511) |
| Due to related parties | (353) | 10,875 |
| Net cash used in operating activities | (184,200) | (160,049) |
| Cash flows provided by (used in) investing activities | ||
| Investment in exploration and evaluation assets | (789,826) | (161,419) |
| Equipment purchased | (2,354) | - |
| Exploration tax credit | - | 115,500 |
| Net cash used in investing activities | (792,180) | (45,919) |
| Cash flows provided by (used in) financing activities | ||
| Proceeds from issuance of shares | 397,000 | 542,000 |
| Share issue costs | (7,170) | (800) |
| Lease payments | (10,462) | (10,294) |
| Net cash provided by financing activities | 379,368 | 530,906 |
| Change in cash and cash equivalents during the period | (597,012) | 324,938 |
| Cash and cash equivalents, beginning of period | 873,063 | 73,106 |
| Cash and cash equivalents, end of period | $ 276,051 | $ 398,044 |
| Cash and cash equivalents consist of: | ||
| Bank deposits | $ 276,051 | $ 398,044 |
Supplemental Disclosure with Respect to Cash Flows (Note 12)
(The accompanying notes are an integral part of these condensed interim financial statements)
ETRUSCUS RESOURCES CORP.
Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended September 30, 2025 (Expressed in Canadian Dollars)
1. NATURE OF OPERATIONS AND GOING CONCERN
Etruscus Resources Corp. (“the Company”) was incorporated under the Business Corporations Act (British Columbia) on July 1, 2017. The Company’s registered office is located at Suite #1400 - 1125 Howe St., Vancouver, British Columbia, V6Z 2K8, and its operating office is located at Suite #604 - 850 West Hastings St., Vancouver, British Columbia V6C 1E1. The Company’s common shares are listed for trading on the Canadian Securities Exchange (“CSE”) under the symbol “ETR”.
The Company is engaged in the exploration and evaluation of mineral properties and has not yet determined whether any of its properties contain economically recoverable reserves. To date, the Company has not earned any operating revenues and is in the exploration stage. The mining exploration business involves a high degree of risk. The recoverability of the amounts expended on mineral interests by the Company is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the exploration and development of its mineral properties and upon future profitable production or proceeds from disposition of its mineral interests.
These condensed interim financial statements have been prepared on the basis that the Company will continue as a going concern which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operations. As an exploration stage company, at September 30, 2025 the Company has incurred an accumulated deficit since its inception of $5,813,576 and has not generated revenue from operations and on that date it had working capital of $105,752. The ability of the Company to continue as a going concern depends upon its ability to raise adequate financing and to ultimately develop profitable operations. These factors indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern.
Since incorporation on July 1, 2017, the Company raised equity financing from investors to provide for its early-stage exploration and working capital needs. The Company expects to undertake additional fundraising over the ensuing year, likely through private placements but the Company may also consider convertible debentures, third party earn-ins or joint ventures using debt or equity financing structures, to ensure the continuation of Company’s exploration activities. To the extent future financing is not available, future working capital commitments may not be satisfied, and future exploration programs would face curtailment and could result in a loss of property ownership or earning opportunities for the Company.
There can be no assurance that the Company will be able to raise the funds necessary to continue future operations beyond the end of the current fiscal year. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded on the statements of financial position. These condensed interim financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.
ETRUSCUS RESOURCES CORP.
Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended September 30, 2025 (Expressed in Canadian Dollars)
2. MATERIAL ACCOUNTING POLICIES
The accounting policies set out below have been applied consistently to all periods presented in these condensed interim financial statements.
Basis of presentation
These condensed interim financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board and are presented in Canadian dollars which is the financial currency of the Company. These condensed interim financial statements have been prepared on a historical cost basis, except for certain financial instruments which are classified as fair value through profit or loss. In addition, these condensed interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
These condensed interim financial statements should be read in conjunction with the Company's annual financial statements and notes thereto for the year ended March 31, 2025. These condensed interim financial statements do not include all disclosures required in annual financial statements but rather they follow recommendations for condensed interim financial statements in accordance with International Accounting Standard 34, Interim Financial Reporting ("IAS 34") as issued by the International Accounting Standards Board ("IASB"). These condensed interim financial statements follow the same accounting policies and methods of their application as those followed in the March 31, 2025 annual financial statements.
New accounting standards
There are no material accounting policy amendments for the fiscal year commencing April 1, 2025.
Future accounting standard
IFRS 18, "Presentation and Disclosure in Financial Statements", effective for annual reporting periods beginning on or after January 1, 2027, updates the requirements for presenting and disclosing information in financial statements, primarily focusing on the statement of profit or loss. It introduces three new categories for income and expense items: operating, financing, and investing, along with specified subtotals like "Operating profit or loss". IFRS 18 also enhances disaggregation guidance and requires companies to disclose management-defined performance measures. Management is currently assessing the effect of this new standard on the Company's consolidated financial statements.
3. RECEIVABLES
| September 30, 2025 | March 31, 2025 | |
|---|---|---|
| Recoverable sales taxes | $ 41,099 | $ 7,510 |
| Other receivables | - | 1,000 |
| Total receivables | $ 41,099 | $ 8,510 |
ETRUSCUS RESOURCES CORP.
Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended September 30, 2025 (Expressed in Canadian Dollars)
4. PREPAID EXPENSES
The deposits and prepaid expenses of the Company consist of the following:
| September 30, 2025 | March 31, 2025 | |
|---|---|---|
| Legal retainer | $ 1,634 | $ - |
| Prepaid consultant- third party contract | - | 39,791 |
| $ 1,634 | $ 39,791 |
5. EXPLORATION AND EVALUATION ASSETS
| Rock & Roll Property* | Pheno Property* | Lewis Property | Total | |
|---|---|---|---|---|
| Balance, March 31, 2024 | $ 3,631,453 | $ 30,032 | $ 1,488,630 | $ 5,150,115 |
| Additions: | ||||
| Accommodation and camp costs | 29,120 | 8,058 | - | 37,178 |
| Assays and laboratory analysis | 8,608 | 11,569 | - | 20,177 |
| Field expenses | 3,757 | - | - | 3,757 |
| Geological and geophysical consulting | 85,160 | 13,925 | 7,000 | 106,085 |
| Helicopters and aircraft support | 35,919 | 27,096 | - | 63,015 |
| Licenses, claim fees and permits | 4,765 | 17,141 | - | 21,906 |
| Surveying | 32,984 | - | - | 32,984 |
| Less: Recoveries: tax credits | (1,200) | - | (500) | (1,700) |
| Less: Write-downs | - | - | (1,495,130) | (1,495,130) |
| Subtotal- net additions (reductions) | 199,113 | 77,789 | (1,488,630) | (1,211,728) |
| Balance, March 31, 2025 | $ 3,830,566 | $ 107,821 | $ - | $ 3,938,387 |
| Additions: | ||||
| Accommodations and camp costs | 78,714 | - | - | 78,414 |
| Assays and laboratory analysis | 47,166 | 5,317 | - | 52,483 |
| Community relations | 8,055 | - | - | 8,055 |
| Drilling | 263,674 | - | - | 263,674 |
| Field expenses | - | 407 | - | 407 |
| Geological and geophysical consulting | 58,381 | 3,750 | - | 62,131 |
| Helicopter and aircraft support | 291,508 | 17,055 | - | 308,563 |
| Licenses, claim fees and permits | 22,000 | - | - | 22,000 |
| Subtotal- net additions | 770,038 | 26,529 | - | 796,567 |
| Balance, September 30, 2025 | $ 4,600,604 | $ 134,350 | $ - | $ 4,734,954 |
(* Note- The capitalized costs of Rock & Roll previously included the costs of the contiguous Pheno claims, and effective beginning with the current quarter, the Pheno Property and its costs are shown separately on a retrospective basis)
ETRUSCUS RESOURCES CORP.
Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended September 30, 2025 (Expressed in Canadian Dollars)
- EXPLORATION AND EVALUATION ASSETS – Mineral Properties (continued)
Rock & Roll Property, Liard Mining Division, Northwest British Columbia, Canada
The Rock & Roll Property (the "Property" or "Rock & Roll") has consisted of fifty-eight (58) contiguous mineral claims totaling 29,344 hectares ("ha") situated in the Liard Mining Division of British Columbia, in the Iskut River Valley of the Coast Mountains in northwestern British Columbia. A group of 15 of those claims has been referred to as the Pheno target since being staked and re-staked in 2023 and 2024. As of September 30, 2025, the Company is reporting its costs on the re-named Pheno Property separate from Rock & Roll and has applied this change on a retrospective basis.
With respect to Rock & Roll, it now consists of 43 claims totalling 23,726 ha, of which the first 14 claims acquired in 2018 are subject to a 2% net smelter return ("NSR") royalty, held by a group of six parties (the "Royalty Holders"). The Company received an option to purchase one-half of the 2% NSR (the "NSR Buyout Option") for a future payment of $2,000,000 to the Royalty Holders within 30 days of the commencement of commercial production or December 31, 2030, whichever comes earlier. The Company then staked 29 additional claims from 2019-2022 contiguous to Rock & Roll.
Equity has notified the Company that there may be unregistered royalties on the Property in favour of Prime Equities International Corporation, in relation to the original 14 claims. To the Company's best information and belief, such royalties (i) are not evidenced by any completed legal instrument and (ii) have not been the subject of any notice or claim to Equity asserting such royalties. The Company has agreed to indemnify Equity against all costs, charges, and expenses, including any amount paid to settle a threatened or an actual action or to satisfy a judgment, reasonably incurred by Equity in the event that such possible royalties are validated as existing legal obligations binding on the Property.
Pheno Property, Liard Mining Division, Northwest British Columbia, Canada
The Pheno Property consists of 15 mineral claims totalling 5,618 ha, covering an area of approximately 5 km x 14 km. The claims were staked following a review of highly anomalous REE tenors returned from random rock sampling during a 2011 program of BC government reconnaissance mapping. The Company's initial summer 2024 exploration program successfully identified unique Rare Earth Elements (REE) spread across a very large area. The property appears highly encouraging for a possible large mineralized REE system capable of containing significant REE reserves.
ETRUSCUS RESOURCES CORP.
Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended September 30, 2025 (Expressed in Canadian Dollars)
6. EQUIPMENT AND RIGHT-OF-USE ASSETS
Equipment:
| Computers & software | Furniture & fixtures | Total | |
|---|---|---|---|
| Cost: | |||
| Balance, March 31, 2024 and 2025 | $ 4,938 | $ 8,938 | $ 13,876 |
| Disposal | (4,938) | - | (4,938) |
| Additions | 2,354 | - | 2,354 |
| Balance, September 30, 2025 | $ 2,354 | $ 8,938 | $ 11,292 |
| Accumulated depreciation: | |||
| Balance, March 31, 2024 | $ 4,938 | $ 7,712 | $ 12,650 |
| Depreciation for the year | - | 368 | 368 |
| Balance, March 31, 2025 | $ 4,938 | $ 8,080 | $ 13,018 |
| Disposal | (4,938) | - | (4,938) |
| Depreciation for the period | 324 | 128 | 452 |
| Balance, September 30, 2025 | $ 324 | $ 8,208 | $ 8,532 |
| Net book value – September 30, 2025 | $ 2,030 | $ 730 | $ 2,760 |
| Net book value – March 31, 2025 | $ - | $ 858 | $ 858 |
Right-of-use assets:
| Cost: | |
|---|---|
| Balance, March 31, 2024 and 2025 | $ 53,262 |
| Maturity of lease | (53,262) |
| Additions during the period* | 55,020 |
| Balance, September 30, 2025 | $ 55,020 |
| Accumulated depreciation: | |
| Balance, March 31, 2024 | $ 31,074 |
| Depreciation for the year | 17,753 |
| Balance, March 31, 2025 | 48,827 |
| Depreciation for the period | 9,020 |
| Maturity of lease | (53,262) |
| Balance, September 30, 2025 | $ 4,585 |
| Net book value – September 30, 2025 | $ 50,435 |
| Net book value – March 31, 2025 | $ 4,435 |
- Right-of-use assets added during the period consists of $55,020 recognized pursuant to the application of IFRS 16 Leases.
ETRUSCUS RESOURCES CORP.
Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended September 30, 2025 (Expressed in Canadian Dollars)
7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES AND LEASE LIABILITY
Accounts payable and accrued liabilities for the Company are comprised as follows:
| September 30, 2025 | March 31, 2025 | |
|---|---|---|
| Accounts payable | $ 37,436 | $ 45,734 |
| Accrued liabilities | 30,000 | 30,000 |
| $ 67,436 | $ 75,734 |
Lease liability:
On June 30, 2025, the Company's three-year premises sublease matured, and a new sublease agreement for another three-year period commencing July 1, 2025 was executed. The sublandlord for the new and old premises subleases is Metallis Resources Inc. ("MTS"), a public company related by two common directors and a common officer. As before, the sublease is for $\frac{1}{2}$ of the space leased by MTS for fixed monthly lease payments of $1,744 per month for the first two years which is the same rate as the lease which just expired, rising to $1,800 per month for the third year. The company applied a 10% discount rate to determine the fair value of the lease and the corresponding value of the Right-of-use asset, which was the same rate as was applied by the sublandlord to its head lease.
The following table summarizes the lease liability recognized in the financial statements:
| Lease term: 7/1/25 – 6/30/28 | Lease term: 7/1/22 – 6/30/25 | Total | |
|---|---|---|---|
| Balance, March 31, 2024 | $ - | $ 24,529 | $ 24,529 |
| Lease payments | - | (20,758) | (20,758) |
| Accretion of lease liability discount | - | 1,417 | 1,417 |
| Balance, March 31, 2025 | $ - | 5,188 | 5,188 |
| Additions | 55,020 | - | 55,020 |
| Lease payments | (5,231) | (5,231) | (10,462) |
| Accretion of lease liability discount | 1,299 | 43 | 1,342 |
| Balance, September 30, 2025 | $ 51,088 | $ - | $ 51,088 |
Allocation:
Short-term portion of lease liability $ 16,744
Long-term portion of lease liability 34,344
Total lease liability at September 30, 2025 $ 51,088
ETRUSCUS RESOURCES CORP.
Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended September 30, 2025 (Expressed in Canadian Dollars)
- ACCOUNTS PAYABLE AND ACCRUED LIABILITIES AND LEASE LIABILITY (continued)
Lease liability: (continued)
Fixed lease payment obligations over the next five years:
| Years ended December 31: | |
|---|---|
| 2025 | $ 5,231 |
| 2026 | 20,925 |
| 2027 | 21,262 |
| 2028 | 10,800 |
| 2029 | - |
| Total | $ 58,218 |
- SHARE CAPITAL
Authorized: Unlimited number of common shares, without par value.
Issued: 64,309,527 common shares (March 31, 2025 – 60,586,194 common shares).
Transactions for the period ended September 30, 2025:
During the period ended September 30, 2025, the Company closed the second and final tranche of a private placement, under which the first tranche closed in March 2025. The final tranche raised $397,000, consisting of 1,233,333 flow-through units for gross proceeds of $148,000 and 2,490,000 non-flow-through units for gross proceeds of $249,000. For the two-tranche financing, $1,214,250 was raised by the issuance of 4,922,500 non-flow-through units at $0.10 per unit and 6,016,666 flow-through units at $0.12 per unit. Finders' fees were paid in the final tranche to registered finders comprised of fees of $6,580 and 54,833 finders' warrants exercisable at $0.15 per share for a 2-year period, and valued at $3,132, and filing fees of $590 were incurred. For the financing as a whole, total finders' fees were $23,060, filing fees were $1,851 and 96,833 finders' warrants were issued, valued at $5,718 using the following Black Scholes model parameters:
| Parameters for Finders’ fees: | Period ended September 30, 2025 | Year ended March 31, 2025 |
|---|---|---|
| Weighted average fair value at issue date | $ 0.05 | $ 0.07 |
| Risk-free interest rate | 2.73% | 3.09% |
| Expected dividend yield | - | - |
| Expected life (years) | 2.0 | 2.0 |
| Expected stock price volatility | 128% | 129% |
| Expected forfeiture rate | - | - |
Flow-through funds are to be used exclusively for qualifying exploration expenditures. A significant portion of the flow-through funds raised were spent in respect of the drilling program this summer at the Zappa copper-gold porphyry target on the Rock & Roll Property. Non-flow-through funds have been used for exploration and for working capital.
ETRUSCUS RESOURCES CORP.
Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended September 30, 2025 (Expressed in Canadian Dollars)
8. SHARE CAPITAL (continued)
Transactions for the period ended September 30, 2025: (continued)
Each non-flow-through unit consists of one common share and one-half (1/2) of a non-transferable share purchase warrant with each whole warrant exercisable into one additional common share at a price of $0.15 per share for a 2-year period. Each flow-through unit consists of one flow-through common share and one-half (1/2) of one non-flow-through, non-transferable share purchase warrant with each whole warrant exercisable into one additional common share at a price of $0.18 per share for a 2-year period.
All shares issued under the private placement are subject to a hold period of four months and a day from the date of issuance.
Transactions for the year ended March 31, 2025:
a) During June 2024, the Company completed a private placement of $150,000 by the issuance of 1,875,000 common shares at a price of $0.08 per share to a single subscriber. No finder’s fees or issuance costs were incurred.
b) In November 2024, the Company completed a two-tranche private placement of $402,000 through the issuance of 2,440,000 flow-through units at $0.125 per unit for gross proceeds of $305,000 and 970,000 non-flow-through units at $0.10 per unit for gross proceeds of $97,000. The first tranche totalled $392,000 and closed on September 11, 2024. Each flow-through unit consisted of one flow-through common share and one-half (1/2) of one non-flow-through, non-transferable share purchase warrant with each whole warrant exercisable into one additional common share at a price of $0.18 per share for a 2-year period. Each non-flow-through unit consisted of one common share and one-half (1/2) of a non-transferable share purchase warrant with each whole warrant exercisable into one additional common share at a price of $0.15 per share for a 2-year period.
Total issuance costs of $3,390 were incurred, consisting of finders’ fees of $1,600, filing fees of $1,251 and $539 being the fair value under the Black Scholes model of 16,000 finders’ warrants issued to registered finders in respect of the private placement, which have the same terms and conditions as the non-flow-through unit warrants.
c) In March 2025, the Company completed the first tranche of a private placement, raising $817,250 through the issuance of 4,783,333 flow-through units at $0.12 per unit for gross proceeds of $574,000 and 2,432,500 non-flow-through units at $0.10 per unit for gross proceeds of $243,250. Each flow-through unit consisted of one flow-through common share and one-half (1/2) of one non-flow-through, non-transferable share purchase warrant with each whole warrant exercisable into one additional common share at a price of $0.18 per share for a 2-year period. Each non-flow-through unit consists of one common share and one-half (1/2) of a non-transferable share purchase warrant with each whole warrant exercisable into one additional common share at a price of $0.15 per share for a 2-year period.
Total issuance costs of $20,327 were incurred, comprised of finders’ fees of $16,480, filing fees of $1,261 and $2,586 being the Black-Scholes fair value of 42,000 finders’ warrants issued to registered finders in respect of the private placement. Finders’ warrants have the same terms as the non-flow-through unit warrants.
14
ETRUSCUS RESOURCES CORP.
Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended September 30, 2025 (Expressed in Canadian Dollars)
8. SHARE CAPITAL (continued)
Flow-through share premium liability:
The Company's issuance of flow-through common shares as described above resulted in flow-through share premium liabilities which are reduced pro-rata by the incurrence of qualifying exploration expenses. At September 30, 2025, the Company is only required to spend an additional $39,490 (March 31, 2025 - $665,517) on eligible flow-through expenditures by December 31, 2026 to satisfy its obligations.
| Changes in Flow-through share premium liability: | Six months ended September 30, 2025 | Year ended March 31, 2025 |
|---|---|---|
| Balance, beginning of period | $ 113,970 | $ 6,915 |
| Liability incurred on flow-through shares issued | 24,667 | 156,667 |
| Settlement of flow-through share premium liability upon incurring eligible expenditures | (132,055) | (49,612) |
| Balance, end of period | $ 6,582 | $ 113,970 |
Stock Options:
At the Company's Annual and Special Meeting ("ASM") on November 21, 2023, the shareholders approved the Amended and Restated Stock Option Plan ("SOP") which had a three-year term under which the Company is authorized to grant stock options to executive officers and directors, employees and consultants. The exercise price of each stock option granted shall not be less than the discounted market price as calculated and defined in the policies of the CSE. The options can be granted for a maximum term of 10 years and vest at the discretion of the Board of Directors at the time of grant. Stock options granted to employees or consultants in respect of investor relations activities follow the vesting provisions whereby no more than 25% of the grant vests each three months, measured from the date of grant.
During the period ending September 30, 2025, the Company granted 2,100,000 stock options of which 1,350,000 were to directors and officers and 750,000 stock options were granted to a total of 7 different consultants. The options are exercisable at $0.12 per share for a five-year period. Share-based compensation of $156,564 was recorded using the Black-Scholes option model.
The following parameters were used for valuing stock options:
| July 2025 option grant | |
|---|---|
| Weighted average assumptions: | |
| Weighted average fair value at grant date | $ 0.08 |
| Risk-free interest rate | 2.99% |
| Expected dividend yield | - |
| Expected option life (years) | 5.0 |
| Expected stock price volatility | 103% |
| Expected forfeiture rate | - |
ETRUSCUS RESOURCES CORP.
Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended September 30, 2025 (Expressed in Canadian Dollars)
8. SHARE CAPITAL (continued)
Stock Options: (continued)
| Number of stock options outstanding: | Number of Stock options | Weighted average exercise price |
|---|---|---|
| Balance at March 31, 2024 | 2,351,111 | $ 0.21 |
| Options granted | 300,000 | 0.15 |
| Options expired | (60,000) | 0.25 |
| Balance at March 31, 2025 | 2,591,111 | 0.21 |
| Options granted | 2,100,000 | 0.12 |
| Options expired | (816,111) | 0.33 |
| Balance at September 30, 2025 | 3,875,000 | $ 0.13 |
The following table shows outstanding and vested stock options as at September 30, 2025:
| Expiry Date | Number of outstanding stock options | Number of vested stock options | Exercise price ( $ ) | Weighted average remaining contractual life (years) |
|---|---|---|---|---|
| October 26, 2027 | 1,475,000 | 1,475,000 | 0.15 | 2.07 |
| May 30, 2029 | 300,000 | 300,000 | 0.15 | 3.67 |
| July 29, 2030 | 2,100,000 | 2,100,000 | 0.12 | 4.83 |
| Total outstanding options | 3,875,000 | 3,875,000 | 3.69 |
Restricted Share Units:
At the ASM on November 21, 2023, the shareholders also approved the Restricted Share Unit Plan for a three-year period under which the Board may grant restricted share units ("RSUs") to directors, officers and employees. RSUs are subject to vesting requirements of up to three years but can be settled by issuing shares from treasury or disbursing cash. RSUs provide a means to earn compensation though an equity plan without making a stock option exercise payment. As at September 30, 2025, no RSU's had been granted.
At no time may the combined total of stock options and RSUs exceed 10% of the outstanding common shares.
16
ETRUSCUS RESOURCES CORP.
Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended September 30, 2025 (Expressed in Canadian Dollars)
8. SHARE CAPITAL (continued)
Warrants:
Through certain unit offerings that completed, the Company has issued warrants in addition to shares. Warrant transactions are summarized as follows:
| Schedule of changes in share purchase warrants: | Number of warrants | Weighted average exercise price |
|---|---|---|
| Balance at March 31, 2024 | 2,845,646 | $ 0.24 |
| Warrants issued | 5,370,915 | 0.17 |
| Balance at March 31, 2025 | 8,216,561 | $ 0.19 |
| Warrants expired | (2,845,646) | 0.24 |
| Warrants issued | 1,916,499 | 0.16 |
| Balance at September 30, 2025 | 7,287,414 | $ 0.16 |
As at September 30, 2025, the following warrants are outstanding:
| Expiry Date | Number of warrants outstanding and exercisable | Exercise price ($) | Remaining contractual life (years) |
|---|---|---|---|
| September 11, 2026 | 1,228,000 | 0.15 | 0.95 |
| September 11, 2026 | 435,000 | 0.18 | 0.95 |
| November 20, 2026 | 58,000 | 0.15 | 1.14 |
| March 20, 2027 | 1,258,250 | 0.15 | 1.47 |
| March 20, 2027 | 2,391,665 | 0.18 | 1.47 |
| July 29, 2027 | 1,299,833 | 0.15 | 1.83 |
| July 29, 2027 | 616,666 | 0.18 | 1.83 |
| Total | 7,287,414 | 1.48 |
9. RELATED PARTY TRANSACTIONS AND BALANCES
All related party transactions are recorded at the exchange amount which is the amount agreed to by the Company and the related party.
The following related parties for the periods presented include key management personnel consisting of officers, and directors of the Company and those entities in which such individuals may hold positions that result in them having control or significant influence over the financial or operational policies of these entities:
a) Avanti Consulting Inc. is a company controlled by the President and CEO of the Company, providing such services to the Company commensurate with the position;
ETRUSCUS RESOURCES CORP.
Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended September 30, 2025 (Expressed in Canadian Dollars)
- RELATED PARTY TRANSACTIONS AND BALANCES (continued)
b) Hatch 8 Consulting is a company controlled by a director and former Chief Executive Officer of the Company, who has provided occasional consulting services to the Company;
c) Lever Capital Corp. is a company owned by the Chief Financial Officer and provides consulting services to the Company;
d) Wetherup Geological Consultants is a business operated by the Company’s Vice-President of Exploration and provides the Company with geological consulting services. Amounts billed are recognized as either capitalized under exploration and evaluation assets or expensed under Property investigation; and
e) Metallis Resources Inc. (“MTS”) is a public company that has two directors and an officer in common with the Company. Etruscus subleases one-half of MTS’ office premises. Consequently, some administrative costs are accordingly shared or reimbursable and are payable on demand.
Amounts owing to related parties at September 30, 2025 is $122,270 (March 31, 2025 - $122,623), comprised of amounts owing to management of $121,057 (including GST), and amounts owing to MTS of $1,213 as follows:
i) The aggregate value of key management compensation and outstanding balances relating to the above noted related parties are as follows:
| Transactions for the period ended September 30, 2025 | Transactions for the year ended March 31, 2025 | Balance payable as at September 30, 2025 | Balance payable as at March 31, 2025 | ||
|---|---|---|---|---|---|
| Short-term benefits: | |||||
| Avanti Consulting Inc. | (a) | $ 36,000 | $ 72,000 | $ 41,100 | $ 41,100 |
| Hatch 8 Consulting | (b) | 6,000 | - | 37,800 | 37,800 |
| Lever Capital Corp. | (c) | 27,000 | 54,000 | 35,437 | 35,438 |
| Wetherup Geological Consultants | (d) | - | 8,100 | 6,720 | 6,720 |
| Total | $ 69,000 | $ 134,100 | $ 121,057 | $ 121,058 |
ii) During the period ended September 30, 2025, the Company entered into transactions with MTS as follows:
| Due to MTS, March 31, 2025 | Invoiced | Paid | Due to MTS, September 30, 2025 | |
|---|---|---|---|---|
| Rent | $ 76 | $ 18,672 | $ 18,748 | $ - |
| Office | 1,489 | 2,557 | 2,833 | 1,213 |
| Total | $ 1,565 | $ 21,229 | $ 21,581 | $ 1,213 |
Amounts due to related parties are non-interest bearing, unsecured and due on demand.
ETRUSCUS RESOURCES CORP.
Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended September 30, 2025 (Expressed in Canadian Dollars)
10. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Financial instruments consist of financial assets and financial liabilities and are accounted for under IFRS 9 – Financial Instruments. Financial instruments are initially recognized at fair value along with, in the case of a financial asset or liability not at fair value through profit and loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset or liability. Transaction costs of financial assets and financial liabilities carried at fair value through profit or loss are expensed in profit and loss.
The Company classifies its financial assets and financial liabilities as i) those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss), and ii) those to be measured at amortized cost.
The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding, are generally measured at amortized cost at the end of subsequent accounting periods. All other financial assets are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or other comprehensive income.
Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at fair value through profit or loss (irrevocable election at the time of recognition). Any fair value changes due to credit risk for liabilities designated at fair value through profit and loss are recorded in other comprehensive income.
The Company has implemented the following classifications for financial instruments:
-
The Company’s financial assets are cash and cash equivalents, and reclamation deposit. Cash and cash equivalents and reclamation deposit are classified as fair value through profit or loss on a recurring basis and any changes to fair value subsequent to initial recognition are recorded in profit or loss for the period in which they occur. The fair values of these financial instruments equal their carrying values.
-
Financial liabilities comprise accounts payable, lease liability and amounts due to related parties which are classified as other financial liabilities and measured at amortized cost using the effective interest rate method. Interest expense is recorded in profit or loss, as applicable. The fair values of these financial instruments approximate their carrying values due to their short-term maturities.
The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.
Fair values of financial instruments are classified in a fair value hierarchy based on the inputs used to determine fair values, as follows:
The three levels of the fair value hierarchy are:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
Level 3 – Inputs that are not based on observable market data, with fair value measurement derived from valuation techniques.
The fair values of cash and cash equivalents and reclamation deposits are measured at fair value on a recurring basis based on Level 1 inputs of the fair value hierarchy.
ETRUSCUS RESOURCES CORP.
Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended September 30, 2025 (Expressed in Canadian Dollars)
10. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)
The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:
Credit risk
Credit risk arises from the potential that one or more counterparties fail to meet their obligations. The Company is exposed to credit risk through its cash and cash equivalents, receivables, deposits and reclamation deposits. As at September 30, 2025, the Company’s maximum credit risk is equal to $343,684. The Company manages credit risk associated with its cash and cash equivalents by using reputable financial institutions, from which management believes the risk to be remote. Receivables have historically consisted primarily of goods and services for which management assesses the collectability of these amounts to be assured.
Liquidity risk
Liquidity risk is related to the ability of the Company to meet its obligations as they come due, and in that regard the Company acts proactively to ensure that it will have sufficient liquidity when and as needed. At September 30, 2025, the Company had working capital of $105,752 which is sufficient to exit the current fiscal year. The Company has historically relied on equity financings to satisfy its capital requirements and will continue to depend upon equity capital as required but may also enter into earn-in arrangements or the sale of certain property interests. However, there can be no assurance that the Company will be able to obtain its future financing needs on acceptable terms. The ability of the Company to continue on this course will depend, in part, on the prevailing market conditions, the market interest in financing the Company’s mineral property exploration programs, and the scope of such programs.
The following are the contractual maturities of financial liabilities as at September 30, 2025:
| Carrying amount | Contractual cash flows | Within 1 year | Within 2 years | Within 3-5 years | |
|---|---|---|---|---|---|
| Accounts payable and accrued liabilities | $ 67,436 | $ 67,436 | $ 67,436 | $ - | $ - |
| Due to related parties | 122,270 | 122,270 | 122,270 | - | - |
| Lease liability | 51,088 | 51,088 | 16,744 | 18,669 | 15,675 |
| Total | $ 240,794 | $ 240,794 | $ 206,450 | $ 18,669 | $ 15,675 |
Interest rate risk
The Company is not exposed to material risk in the event of interest rate fluctuations. The Company has no long-term debt and has not entered into any interest rate swaps or other financial arrangements to mitigate the exposure to interest rate fluctuations. For these reasons, the Company considers it is not subject to material risks should interest rates change.
Market risk
The Company is subject to limited market risk as the price of its short-term money market investments that it may hold from time to time fluctuates due to market forces. The Company has no control over their fluctuating prices, does not hedge its investments and the fluctuations are limited in scope and volatility. As at September 30, 2025, the Company held no short-term money market investments.
ETRUSCUS RESOURCES CORP.
Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended September 30, 2025 (Expressed in Canadian Dollars)
- FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)
Foreign currency risk
The Company's functional currency is the Canadian dollar, and an immaterial amount of transactions are in other currencies. Management believes the foreign exchange risk derived from currency conversions is not significant and therefore does not hedge its foreign exchange risk.
- CAPITAL MANAGEMENT
Capital is comprised of all components of equity, and the Company is not subject to externally imposed capital requirements. The Company’s objectives when managing capital are to fund critical exploration work, meet its ongoing liabilities, continue as a going concern, maintain creditworthiness and to ultimately maximize returns for shareholders over the long term. Meeting current and future liabilities and obligations as a non-revenue early-stage explorer requires management to plan for its current and future cash needs while continually monitoring the Company’s internal, exploration and financing risks. The Company endeavors to maintain capital balances over the periods to alleviate unexpected cash flow shortfalls and remains confident that sufficient financing will be raised to ensure working capital needs are met and exploration funds are available for future exploration. Management strives to minimize shareholder dilution when undertaking financings, subject to market conditions and other considerations.
The capital for operations and the acquisition and exploration of exploration and evaluation assets has historically come from the issuance of common shares.
There were no changes in the Company’s capital management objectives during the period ended September 30, 2025.
- SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
The significant non-cash investing and financing transactions during the six-month period ended September 30, 2025 were as follows:
The Company’s exploration costs incurred during the period included $774,026 of qualifying expenses which reduced the flow-through premium liability by $132,055, recognized as other income on settlement of flow-through premium liability.
The significant non-cash investing and financing transactions during the six-month period ended September 30, 2024 were as follows:
The Company’s exploration costs incurred during the period included $141,878 of qualifying expenses which reduced the flow-through premium liability by $26,896, recognized as other income on settlement of flow-through premium liability.
21