AI assistant
Faraday Copper Corp. — Interim / Quarterly Report 2025
May 12, 2025
47242_rns_2025-05-12_a5ee7c07-d8ce-4a78-8515-95246cc09a33.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer

FARADAY COPPER
Faraday Copper Corp.
Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited - expressed in Canadian dollars)
(Unaudited - expressed in Canadian dollars)
FARADAY COPPER CORP.
Condensed Interim Consolidated Statements of Financial Position
| Note | March 31, 2025 | December 31, 2024 | |
|---|---|---|---|
| $ | $ | ||
| ASSETS | |||
| Current | |||
| Cash and cash equivalents | 10 | 7,551,568 | 17,003,895 |
| Other receivables | 9 | 177,628 | 92,632 |
| Prepaid expenses and deposits | 341,630 | 347,238 | |
| Current assets | 8,070,826 | 17,443,765 | |
| Property and equipment | 4 | 18,179,077 | 18,037,072 |
| Resource properties | 5 | 4,955,328 | 4,955,328 |
| Other long-term assets | 141,891 | 142,020 | |
| Total assets | 31,347,122 | 40,578,185 | |
| LIABILITIES | |||
| Current | |||
| Accounts payable and accrued liabilities | 7 | 2,257,454 | 3,441,524 |
| Due to related parties | 9 | 254,889 | 873,036 |
| Total liabilities | 2,512,343 | 4,314,560 | |
| SHAREHOLDERS' EQUITY | |||
| Share capital | 8b | 117,118,307 | 117,059,415 |
| Reserves | 8 | 14,456,413 | 14,095,979 |
| Accumulated other comprehensive income | 5,089,369 | 5,117,110 | |
| Deficit | (107,829,310) | (100,008,879) | |
| Total shareholders' equity | 28,834,779 | 36,263,625 | |
| Total liabilities and shareholders' equity | 31,347,122 | 40,578,185 |
Nature of operations and going concern (Note 1)
Commitments (Note 11)
Approved and authorized for issue on behalf of the Board of Directors:
/s/ Russell Ball
Director
/s/ Paul Harbidge
Director
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
(Unaudited - expressed in Canadian dollars, except for per share amounts and number of shares)
FARADAY COPPER CORP.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
| Note | Three months ended March 31, | ||
|---|---|---|---|
| 2025 | 2024 | ||
| $ | $ | ||
| Operating expenses | |||
| Amortization | 4 | 64,299 | 49,697 |
| Consulting and management fees | 9 | - | 28,002 |
| Exploration and evaluation expenses | 6 | 6,484,508 | 4,464,210 |
| General and administration | 681,672 | 695,542 | |
| Professional fees | 91,378 | 78,597 | |
| Shareholder costs and investor relations | 86,563 | 30,929 | |
| Share-based compensation | 8(d), 8(e), 9 | 384,126 | 269,617 |
| Travel | 52,353 | 19,699 | |
| Total operating expenses | 7,844,899 | 5,636,293 | |
| Foreign exchange loss (gain) | 123,051 | (65,002) | |
| Interest income | 10 | (51,813) | (71,456) |
| Other income | 9 | (95,706) | - |
| Net loss | 7,820,431 | 5,499,835 | |
| Other comprehensive loss (income) | |||
| Items that may be reclassified subsequently to profit or loss: | |||
| Foreign exchange differences on translation of foreign operations | 27,741 | (428,628) | |
| Comprehensive loss | 7,848,172 | 5,071,207 | |
| Net loss per share: | |||
| Basic and diluted | 0.04 | 0.03 | |
| Weighted average number of common shares: | |||
| Basic and diluted | 205,496,019 | 176,585,370 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
(Unaudited - expressed in Canadian dollars, except number of shares)
FARADAY COPPER CORP.
Condensed Interim Consolidated Statements of Changes in Shareholders' Equity
| Note | Share capital | Reserves | Accumulated other comprehensive income | Deficit | Total shareholders' equity | |||
|---|---|---|---|---|---|---|---|---|
| Number | Amount | Warrants | Options | |||||
| # | $ | $ | $ | $ | $ | $ | ||
| Balance, December 31, 2023 | 176,566,975 | 94,798,827 | 2,776,475 | 10,308,172 | 3,682,085 | (77,460,170) | 34,105,389 | |
| Share-based compensation | - | - | - | 269,617 | - | - | 269,617 | |
| Settlement of RSUs | 8(b), 8(e) | 18,600 | 13,392 | - | (28,800) | - | - | (15,408) |
| Currency translation adjustment | - | - | - | - | 428,628 | - | 428,628 | |
| Net loss | - | - | - | - | - | (5,499,835) | (5,499,835) | |
| Balance, March 31, 2024 | 176,585,575 | 94,812,219 | 2,776,475 | 10,548,989 | 4,110,713 | (82,960,005) | 29,288,391 | |
| Share-based compensation | - | - | - | 839,458 | - | - | 839,458 | |
| Shares issued for equity placement, net of issuance costs | 8(b) | 28,750,000 | 22,138,253 | - | - | - | - | 22,138,253 |
| Shares issued for options exercise | 8(b), 8(d) | 100,000 | 108,943 | - | (68,943) | - | - | 40,000 |
| Currency translation adjustment | - | - | - | - | 1,006,397 | - | 1,006,397 | |
| Net loss | - | - | - | - | - | (17,048,874) | (17,048,874) | |
| Balance, December 31, 2024 | 205,435,575 | 117,059,415 | 2,776,475 | 11,319,504 | 5,117,110 | (100,008,879) | 36,263,625 | |
| Share-based compensation | - | - | - | 384,126 | - | - | 384,126 | |
| Shares issued for options exercise | 8(b), 8(d) | 80,000 | 58,892 | - | (23,692) | - | - | 35,200 |
| Currency translation adjustment | - | - | - | - | (27,741) | - | (27,741) | |
| Net loss | - | - | - | - | - | (7,820,431) | (7,820,431) | |
| Balance, March 31, 2025 | 205,515,575 | 117,118,307 | 2,776,475 | 11,679,938 | 5,089,369 | (107,829,310) | 28,834,779 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
(Unaudited - expressed in Canadian dollars, except where noted)
FARADAY COPPER CORP.
Condensed Interim Consolidated Statements of Cash Flows
| Three months ended | ||
|---|---|---|
| 2025 | March 31, 2024 | |
| $ | $ | |
| Operating activities: | ||
| Net loss for the period | (7,820,431) | (5,499,835) |
| Adjustments for: | ||
| Amortization | 64,299 | 49,697 |
| Share-based compensation | 384,126 | 269,617 |
| Changes in non-cash working capital: | ||
| Other receivables | (84,996) | 11,843 |
| Prepaid expenses and deposits | 5,608 | 27,319 |
| Accounts payable and accrued liabilities | (1,184,070) | (91,107) |
| Due to related parties | (618,147) | (534,713) |
| Cash used in operating activities | (9,253,611) | (5,767,179) |
| Investing activities: | ||
| Purchases of property and equipment | (222,601) | (393,496) |
| Cash used in investing activities | (222,601) | (393,496) |
| Financing activities: | ||
| Payments on exercise of RSUs | - | (10,486) |
| Proceeds from exercise of options | 35,200 | - |
| Cash provided by (used in) financing activities | 35,200 | (10,486) |
| Effect of foreign exchange on cash and cash equivalents | (11,315) | 24,654 |
| Changes in cash and cash equivalents | (9,452,327) | (6,146,507) |
| Cash and cash equivalents, beginning of the period | 17,003,895 | 14,901,206 |
| Cash and cash equivalents, end of the period | 7,551,568 | 8,754,699 |
| Supplemental cash flow information: | ||
| Cash received from interest included in operating activities | 51,813 | 71,456 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
FARADAY COPPER CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited - expressed in Canadian dollars, except where noted)
1. NATURE OF OPERATIONS AND GOING CONCERN
Faraday Copper Corp. (the "Company") was incorporated on October 21, 2014 under the Business Corporations Act (British Columbia). The Company's registered office is located at Suite 2400, 745 Thurlow Street, Vancouver, British Columbia, V6E 0C5. The Company's head office and principal address is located at 2800 - 1055 Dunsmuir Street, Vancouver, British Columbia, V7X 1L2. The Company's shares are traded on the Toronto Stock Exchange and OTCQX under the symbol "FDY" and "CPPKF", respectively, and its principal business is the acquisition and development of resource properties.
Going concern
These unaudited condensed interim consolidated financial statements (the "Interim Financial Statements") for the three months ended March 31, 2025 and 2024 have been prepared based on accounting principles applicable to 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 business. The Company is a resource exploration stage company, which does not generate any revenue and has been relying mainly on equity-based financing to fund its operations. For the three months ended March 31, 2025, the Company incurred a net loss of $7,820,431 (March 31, 2024 - $5,499,835). The Company will require additional financing either through equity or debt financing, sale of assets, joint venture arrangements, or a combination thereof to meet its administrative costs and to continue to explore and develop its resource properties. There is no assurance that sufficient future funding will be available on a timely basis or on terms acceptable to the Company. As such, there is a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. These Interim Financial Statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern, and any such adjustments may be material.
2. BASIS OF PREPARATION
a) Statement of compliance
These Interim Financial Statements were approved by the Board of Directors and authorized for issue on May 12, 2025.
These Interim Financial Statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Certain disclosures included in the annual financial statements prepared in accordance with IFRS® Accounting Standards ("IFRS Accounting Standards") as issued by the International Accounting Standards Board have been condensed or omitted, and accordingly, these Interim Financial Statements should be read in conjunction with the Company's audited consolidated financial statements for the years ended December 31, 2024 and 2023 ("Annual Financial Statements").
b) Basis of presentation
These Interim Financial Statements have been prepared using the historical cost basis, except for certain financial assets and liabilities which are measured at fair value, as specified by IFRS Accounting Standards for each type of asset, liability, income, and expense as set out in the accounting policies below.
c) Functional and presentation currency
These Interim Financial Statements are presented in Canadian dollars ("Canadian dollar" or "CAD"), which is also the functional currency, except as otherwise noted. The functional currency is the currency of the primary economic environment in which an entity operates. References to "CAD" are to Canadian dollars and references to "USD" or "US$" are to United States dollars.
d) Basis of consolidation
These Interim Financial Statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances are eliminated on consolidation. Subsidiaries are included in the financial statements from the date control commences until the date control ceases. Control exists where the parent entity has power over the investee and is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
FARADAY COPPER CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited - expressed in Canadian dollars, except where noted)
2. BASIS OF PRESENTATION (continued)
A summary of the Company's subsidiaries included in these Interim Financial Statements as at March 31, 2025 is as follows:
| Name of subsidiary | Country of incorporation | Percentage ownership | Functional currency | Principal activity |
|---|---|---|---|---|
| CopperBank Royalties Corp. | Canada | 100% | CAD | Holding |
| Enexco International Inc. | USA | 100% | USD | Exploration |
| Redhawk Copper Inc. | USA | 100% | USD | Exploration |
| Redhawk Ranch Land Holdings LLC | USA | 100% | USD | Holding |
| Redhawk Resources, Inc. ("Redhawk") | Canada | 100% | CAD | Holding |
As at March 31, 2025, the Company has one operating segment, a mineral exploration group focused on projects located in the United States of America.
3. MATERIAL ACCOUNTING POLICY INFORMATION
These Interim Financial Statements were prepared using accounting policies consistent with those described in the Annual Financial Statements.
4. PROPERTY AND EQUIPMENT
A summary of the Company's property and equipment is as follows:
| Building | Land | Equipment | Vehicle | Total | |
|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | |
| Cost | |||||
| Balance, December 31, 2023 | 2,830,896 | 13,275,115 | 304,538 | 115,565 | 16,526,114 |
| Additions | 37,328 | 360,368 | 139,458 | - | 537,154 |
| Foreign exchange | 248,929 | 1,167,319 | 26,779 | 10,162 | 1,453,189 |
| Balance, December 31, 2024 | 3,117,153 | 14,802,802 | 470,775 | 125,727 | 18,516,457 |
| Additions | - | - | 222,601 | - | 222,601 |
| Foreign exchange | (2,816) | (13,374) | (425) | (114) | (16,729) |
| Balance, March 31, 2025 | 3,114,337 | 14,789,428 | 692,951 | 125,613 | 18,722,329 |
| Accumulated amortization | |||||
| Balance, December 31, 2023 | 147,370 | - | 88,315 | 11,557 | 247,242 |
| Amortization | 106,662 | - | 79,804 | 23,936 | 210,402 |
| Foreign exchange | 12,959 | - | 7,766 | 1,016 | 21,741 |
| Balance, December 31, 2024 | 266,991 | - | 175,885 | 36,509 | 479,385 |
| Amortization | 27,944 | - | 30,085 | 6,270 | 64,299 |
| Foreign exchange | (241) | - | (158) | (33) | (432) |
| Balance, March 31, 2025 | 294,694 | - | 205,812 | 42,746 | 543,252 |
| Net book value | |||||
| Balance, December 31, 2024 | 2,850,162 | 14,802,802 | 294,890 | 89,218 | 18,037,072 |
| Balance, March 31, 2025 | 2,819,643 | 14,789,428 | 487,139 | 82,867 | 18,179,077 |
On January 5, 2024, the Company completed the acquisition of additional land in Arizona, included in land for $360,368 (US$250,447) which included $35,940 (US$25,000) deposit classified as other long-term assets as at December 31, 2023.
FARADAY COPPER CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited - expressed in Canadian dollars, except where noted)
5. RESOURCE PROPERTIES
Copper Creek Project, Arizona
The Company acquired 100% of the Copper Creek project through the acquisition of Redhawk for a value of $4,955,328 in 2018. All permits of this resource property are in good standing. During the three months ended March 31, 2025, there have been no additions to acquisition costs (March 31, 2024 - $nil).
- D & G Mining Agreement
In November 2005, Redhawk entered into a lease-to-purchase agreement with a third party for additional property within the Copper Creek boundaries. Redhawk has the option to purchase the property for US$3,000,000 until May 2033.
Redhawk paid US$80,000 in both 2006 and 2007 and US$100,000 annually from 2008 to 2017. Starting May 2018, Redhawk is required to make two payments per year of US$25,000 due by May 31 and by November 30, until the end of May 2033.
Commencing January 1, 2022, 50% of the annual payments made prior to exercising the option to purchase will be applied against the purchase price in the event that Redhawk exercises its property purchase option. As of March 31, 2025, the purchase option has not been executed. All options payments to date have been made to keep the option in good standing.
- Freeport Mineral Corporation Agreement
In April 2007, Redhawk entered into a purchase agreement with Freeport Mineral Corporation ("Freeport") to acquire additional mining claims within the Copper Creek boundaries. The additional mining claims are subject to a 1% net smelter return royalty.
On May 30, 2018, Redhawk entered into an amendment to the Fourth Workout Agreement with Freeport. The substance of the amended agreement is a conversion of interest and principal owing to Freeport into production decision royalty payments. The total will be US$3,000,000 paid in six equal annual instalments of US$500,000 per annum. The payments are contingent upon Redhawk or successors achieving a defined commercial production of minerals. As a result of this amendment, no liabilities in connection with this agreement have been recorded as of March 31, 2025 and December 31, 2024.
Contact Copper Project, Nevada
The Company owns a 100% interest in the Contact Copper project located in Elko County, Nevada. All permits of this resource property are in good standing. During the three months ended March 31, 2025, there have been no additions to acquisition costs (March 31, 2024 - $nil).
6. EXPLORATION AND EVALUATION EXPENSES
A summary of the Company's exploration and evaluation expenses by property is as follows:
| Three months ended | ||
|---|---|---|
| 2025 | March 31, 2024 | |
| $ | $ | |
| Copper Creek Project | ||
| Exploration, geological and laboratory | 4,830,082 | 2,966,351 |
| Engineering & studies | 152,894 | 193,092 |
| Environmental, social, and governance | 384,888 | 354,776 |
| Legal | 35,496 | 22,564 |
| Payroll | 899,309 | 813,832 |
| Permit maintenance and land access | 7,306 | 9,655 |
| Administration and other costs | 145,463 | 86,253 |
| 6,455,438 | 4,446,523 | |
| Contact Copper Project | ||
| Administration and other costs | 29,070 | 17,687 |
| Total | 6,484,508 | 4,464,210 |
FARADAY COPPER CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited - expressed in Canadian dollars, except where noted)
7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
A summary of the Company's accounts payable and accrued liabilities is as follows:
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Exploration and evaluation expenses | 1,971,708 | 3,023,701 |
| General and administration | 285,746 | 417,823 |
| 2,257,454 | 3,441,524 |
8. SHARE CAPITAL
a) Authorized
The Company is authorized to issue an unlimited number of common shares without par value. As at March 31, 2025, the Company had 205,515,575 common shares issued and outstanding (December 31, 2024 - 205,435,575).
b) Issued and outstanding
During the three months ended March 31, 2025, the Company had the following share capital transactions:
- The Company issued 80,000 common shares pursuant to the exercise of 80,000 stock options with an exercise price of $0.44. The Company received gross proceeds of $35,200 and transferred $23,692 from the Company's options reserve into share capital.
During the year ended December 31, 2024, the Company had the following share capital transactions:
-
The Company issued an aggregate of 18,600 common shares net of withholding tax, to settle 40,000 RSUs. The total grant date fair value of the vested RSUs was $28,800. A total of 21,400 common shares were withheld in lieu of withholding taxes in the amount of $10,486. The fair value of common shares issued was $13,392.
-
On May 30, 2024, the Company closed a bought deal financing and issued 28,750,000 common shares at a price of $0.80 per share for net proceeds of $22,138,253, which included share issuance costs of $861,747.
-
The Company issued 100,000 common shares pursuant to the exercise of 100,000 stock options with an exercise price of $0.40. The Company received gross proceeds of $40,000 and reallocated $68,943 from the Company's options reserve into share capital.
c) Warrants
As at March 31, 2025, the Company had 12,500,000 warrants outstanding (December 31, 2024 - 12,500,000) all of which have an exercise price of $0.60 and expire on September 16, 2026. As at March 31, 2025, the remaining life of these warrants is 1.46 years (December 31, 2024 - 1.71 years).
d) Options
On September 2, 2021, the Company adopted a Long-Term Incentive Plan (the "LTIP"), which provides for the granting of deferred share units, restricted share units ("RSU"), performance share units, and stock options ("Options"). The maximum number of common shares reserved for issuance under the LTIP (with any other share-based compensation arrangement, including the Legacy Plan) will be 19,296,967.
FARADAY COPPER CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited - expressed in Canadian dollars, except where noted)
8. SHARE CAPITAL (continued)
On May 12, 2023, following a vote by shareholders, the LTIP was replaced by the Company's amended and restated long term incentive plan (the "Amended and Restated LTIP"), which is substantially similar to the LTIP, except, the Amended and Restated LTIP provides for the granting of deferred share units, RSUs, performance share units, and Options to its employees, directors, consultants, and officers for a maximum of 10% of issued and outstanding Common Shares, instead of conversion from a fixed reserve plan of 19,296,967 common shares as per the LTIP.
Options under both plans had a maximum term of five years and terminate up to 90 days following the date on which an optionee ceases to be an employee, director, consultant, or officer and up to 30 days following the date on which an optionee who is engaged to provide investor relations activities ceases to be engaged to provide such services. In the case of death, the option terminates at the earlier of twelve months after the date of death and the expiration of the option period.
A summary of the Company's stock options activity is as follows:
| Number of options | Weighted average exercise price | |
|---|---|---|
| # | $ | |
| Outstanding, December 31, 2023 | 11,439,000 | 0.46 |
| Exercised | (100,000) | 0.40 |
| Outstanding, December 31, 2024 | 11,339,000 | 0.46 |
| Exercised | (80,000) | 0.44 |
| Outstanding, March 31, 2025 | 11,259,000 | 0.46 |
| Exercisable balance, March 31, 2025 | 11,229,000 | 0.46 |
A summary of the Company's stock options outstanding at March 31, 2025, is as follows:
| Expiry date | Number of outstanding options | Number of exercisable options | Weighted average exercise price | Weighted average life (years) |
|---|---|---|---|---|
| # | # | $ | # | |
| July 24, 2025 | 100,000 | 100,000 | 0.23 | 0.32 |
| June 8, 2026 | 325,000 | 325,000 | 0.60 | 1.19 |
| September 2, 2026 | 9,550,000 | 9,550,000 | 0.40 | 1.42 |
| February 1, 2027 | 120,000 | 120,000 | 0.80 | 1.84 |
| February 16, 2027 | 224,000 | 224,000 | 0.94 | 1.88 |
| April 1, 2027 | 500,000 | 500,000 | 0.86 | 2.00 |
| April 25, 2027 | 350,000 | 350,000 | 0.91 | 2.07 |
| August 16, 2027 | 90,000 | 60,000 | 0.49 | 2.38 |
| 11,259,000 | 11,229,000 | 0.46 | 1.47 |
The weighted average remaining contractual life of the Company's options as at March 31, 2025, was 1.47 years (December 31, 2024 - 1.71 years). During the three months ended March 31, 2025, the Company incurred share-based compensation related to options of $896 in connection with options vested (March 31, 2024 - $37,094).
e) Restricted share units
When the Company issues RSUs, it records a share-based compensation expense in the year or period which the RSUs are granted and/or vested. The expense is measured using a deemed price that is based on the volume weighted average trading price of the Company's common shares for the five trading days immediately preceding the grant date as prescribed in the Company's Amended and Restated LTIP.
During the three months ended March 31, 2025, the Company incurred share-based compensation related to RSUs of $383,230 in connection with RSUs vested (March 31, 2024 - $232,523).
FARADAY COPPER CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited - expressed in Canadian dollars, except where noted)
8. SHARE CAPITAL (continued)
A summary of the Company's RSUs is as follows:
| Number of non-vested RSUs | Weighted average issue price | |
|---|---|---|
| # | $ | |
| Non-vested balance, December 31, 2023 | 2,006,364 | 0.71 |
| Granted | 2,060,176 | 0.54 |
| Vested and settled | (999,454) | 0.79 |
| Non-vested balance, December 31, 2024(1) | 3,067,086 | 0.60 |
| Granted | 3,198,630 | 0.70 |
| Vested | (1,150,844) | 0.62 |
| Non-vested balance, March 31, 2025(1) | 5,114,872 | 0.66 |
(1) As at March 31, 2025, 8,137,168 RSUs are outstanding (December 31, 2024 - 4,938,538).
A summary of the Company's non-vested RSUs at March 31, 2025, is as follows:
| Vesting date (1) | Weighted average issue price | Number of non-vested RSUs |
|---|---|---|
| $ | # | |
| November 9, 2025 | 0.46 | 78,667 |
| January 31, 2026 | 0.62 | 1,150,845 |
| February 6, 2026 | 0.70 | 1,066,205 |
| January 31, 2027 | 0.54 | 686,730 |
| February 6, 2027 | 0.70 | 1,066,212 |
| February 6, 2028 | 0.70 | 1,066,213 |
| 0.66 | 5,114,872 |
(1) RSUs vest over a period of two to three years. Vesting dates listed above represent the end of the two-year or three-year term.
9. RELATED PARTY TRANSACTIONS
During the three months ended March 31, 2025 and 2024, the Company incurred transactions with key management personnel, being the Chief Executive Officer, Chief Financial Officer, Vice President Projects & Evaluations, and Vice President of Exploration; as well as the directors of the Company.
A summary of the Company's related party transactions is as follows:
| Three months ended | ||
|---|---|---|
| 2025 | March 31, 2024 | |
| $ | $ | |
| Consulting and management fees | - | 3,373 |
| Director fees | 56,250 | 56,250 |
| Salaries and other compensation | 502,171 | 498,458 |
| Share-based compensation | 254,332 | 208,787 |
| 812,753 | 766,868 |
During the year ended December 31, 2024, the Company entered into a services agreement with Fireweed Metals Corp. ("Fireweed") to provide key management services for a fee. The Company and Fireweed became related parties effective September 30, 2024, and recorded $91,618 of fees earned from related party in other income on the consolidated statements of loss and comprehensive loss for the year ended December 31, 2024.
FARADAY COPPER CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited - expressed in Canadian dollars, except where noted)
9. RELATED PARTY TRANSACTIONS (continued)
The Company and Fireweed ceased to be related parties as of February 27, 2025, and $64,082 of fees were earned as related party income for the three months ended March 31, 2025 (2024 - $nil). The services agreement was terminated on March 31, 2025. Income received from Fireweed was recorded as other income on the condensed interim consolidated statements of loss and comprehensive loss. As at March 31, 2025, $66,410 was receivable from Fireweed and was recorded as other receivables on the condensed interim consolidated statements of financial position (December 31, 2024 - $nil).
As at March 31, 2025, amount due to related parties comprised of amounts owing to key management members and directors totalling $254,889 (December 31, 2024 - $873,036) in relation to the services rendered. Due to related parties is unsecured and non-interest-bearing and with no specific terms of repayment.
10. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company's financial instruments are exposed to several financial and market risks, including credit, interest rate and liquidity risks. The Company may, or may not, establish from time-to-time active policies to manage these risks. The Company does not currently have in place any active hedging or derivative trading policies to manage these risks since the Company's management does not believe that the current size, scale and pattern of cash flow of its operations would warrant such hedging activities.
Fair value of financial instruments
The fair value hierarchy established by IFRS 13 Fair Value Measurement has three levels to classify the inputs to valuation techniques used to measure fair value described as follows:
- 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 assets or liabilities either directly or indirectly; and
- Level 3 - Inputs that are not based on observable market data.
The fair values of the Company's cash and cash equivalents, other receivables except for Goods and Services Tax receivables, accounts payable and accrued liabilities, and due to related parties are equivalent to their carrying values due to their short-term nature.
Credit risk
Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations.
The financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash and cash equivalents. The Company mitigates its exposure to credit loss associated with cash and cash equivalents by placing its cash and cash equivalents in major financial institutions. As at March 31, 2025, the Company had cash equivalents of $6,830,218 in term deposits (December 31, 2024 - $14,201,500) that are cashable in no more than 90 days and bear interest up to 5.05% (December 31, 2024 - 5.05%). Interest income on term deposits during the three months ended March 31, 2025 was $51,813 (2024 - $71,456).
The Company's other receivables include amounts due from Fireweed under a service fee agreement. The credit risk associated with these receivables is considered minimal, as the Company has historically not experienced any issues with collection (Note 9).
Liquidity risk
Liquidity risk is the risk that the Company may be unable to meet its financial obligations as they fall due or that it will be required to meet them at excessive cost. To mitigate the risk, the Company reviews its working capital position regularly to ensure there is sufficient capital in order to meet short-term business requirements, after taking into account the Company's holdings of cash. The Company's cash and cash equivalents are maintained in business accounts and invested in term deposits that are cashable in no more than 90 days and bear interest up to 5.05% (December 31, 2024 - 5.05%). The Company manages its liquidity risk mainly through raising funds from private placements. The Company's accounts payable and accrued liabilities are due within 90 days of March 31, 2025 and due to related parties has no specific terms of repayment.
FARADAY COPPER CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited - expressed in Canadian dollars, except where noted)
10. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)
The Company's operating cash requirements are continuously monitored and adjusted as input variables change. As these variables change, liquidity risks may necessitate the need for the Company to pursue equity issuances, obtain project or debt financing, or enter into joint arrangements. There is no assurance that the necessary financing will be available in a timely manner.
Interest rate risk
Interest rate risk is the risk that the Company is exposed to the risk that the value of financial instruments will change due to movements in market interest rates. As at March 31, 2025, the Company did not have debt instruments exposed to variable interest rate.
Foreign exchange risk
Foreign exchange risk is the risk that the fair value of the Company's assets and liabilities will fluctuate due to changes in foreign exchange rates.
The Company is exposed to foreign currency risk to the extent that monetary assets and liabilities held by the Company are not denominated in its functional currency. The Company does not manage currency risk through hedging or other currency management tools.
A summary of the Company's financial assets and liabilities that are denominated in US dollars and are presented in the Company's functional currency is as follows:
| March 31, | December 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | |||
| US$ | $ | US$ | $ | |
| Cash | 2,114,617 | 3,039,973 | 2,132,694 | 3,068,733 |
| Accounts payable and accrued liabilities | (1,338,992) | (1,924,935) | (2,067,113) | (2,974,369) |
| 775,625 | 1,115,038 | 65,581 | 94,364 |
As at March 31, 2025, a 5% change in the US dollar against the Canadian dollar would result in a $55,752 impact on the net loss to the Company.
11. COMMITMENTS
On May 1, 2024, the Company entered into a management services agreement (the "Agreement") with a management services company for the use of certain shared office facilities and related services. As part of the terms of the Agreement, the Company is required to pay a basic fee per month, plus applicable taxes. Effective January 1, 2025, the basic fee was $33,000 per month and is subject to adjustment. The Agreement expires on April 30, 2029. The Company is required to make a one-time termination payment as determined by the Agreement and the management services company, if the Company were to terminate the agreement prior to its expiry.
13