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FRONTIER LITHIUM INC. Audit Report / Information 2025
44269_rns_2025-10-28_9541e9b5-07e6-45c0-b074-e11e683cfd32.pdf
Audit Report / Information
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GIANT MINING CORP.
Consolidated Financial Statements
Years Ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
SHIM
SHIM & Associates LLP
Chartered Professional Accountants
Suite 900 – 777 Hornby Street
Vancouver, B.C. V6Z 1S4
T: 604 559 3511 | F: 604 559 3501
INDEPENDENT AUDITOR'S REPORT
To the Shareholders of Giant Mining Corp.
Opinion
We have audited the consolidated financial statements of Giant Mining Corp. and its subsidiary (the "Company"), which comprise the consolidated statements of financial position as at June 30, 2025 and 2024, and the consolidated statements of operations and comprehensive loss, consolidated statements of changes in equity and consolidated statements of cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at June 30, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB").
Basis for Opinion
We conducted our audits 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 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 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.
Except as described in the Material Uncertainty Related to Going Concern section, we have determined that there are no key audit matters to communicate in our auditor's report.
Other Information
Management is responsible for the other information. The other information comprises the information included in the Management's Discussion and Analysis, but does not include the consolidated financial statements and our auditor's report thereon.
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. 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.
SHIM & Associates LLP
Chartered Professional Accountants
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 as issued by the IASB, 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 units within the Company as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes 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.
SHIM & Associates LLP
Chartered Professional Accountants
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 Dong H. Shim.
SHIM & Associates LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, Canada
October 27, 2025
GIANT MINING CORP.
Consolidated Statements of Financial Position
(Expressed in Canadian dollars)
| June 30, 2025 $ | June 30, 2024 $ | |
|---|---|---|
| Assets | ||
| Current assets | ||
| Cash | 2,897,064 | 1,707,117 |
| GST receivable | 43,454 | 43,945 |
| Prepaid expenses and deposits | 1,742,768 | 951,914 |
| Total current assets | 4,683,286 | 2,702,976 |
| Non-current assets | ||
| Exploration and evaluation assets (Note 5) | 10,735,046 | 8,556,360 |
| Reclamation bond (Note 5) | 328,472 | 329,531 |
| Total assets | 15,746,804 | 11,588,867 |
| Liabilities and shareholders’ equity | ||
| Current liabilities | ||
| Accounts payable and accrued liabilities (Note 6) | 532,607 | 199,471 |
| Total current liabilities | 532,607 | 199,471 |
| Shareholders’ equity | ||
| Share capital (Note 8) | 53,146,694 | 43,580,602 |
| Share subscriptions receivable | (360,000) | – |
| Reserves (Notes 9, 10 and 11) | 7,789,993 | 5,585,758 |
| Deficit | (45,362,490) | (37,776,964) |
| Total shareholders’ equity | 15,214,197 | 11,389,396 |
| Total liabilities and shareholders’ equity | 15,746,804 | 11,588,867 |
Nature and continuance of operations (Note 1)
Contingencies (Note 14)
Subsequent events (Note 17)
Approved and authorized for issuance by the Board of Directors on October 27, 2025:
/s/ "David Greenway"
/s/ "Bradley Dixon"
David Greenway, Director
Bradley Dixon, Director
(The accompanying notes are an integral part of these consolidated financial statements)
GIANT MINING CORP.
Consolidated Statements of Operations and Comprehensive Loss
(Expressed in Canadian dollars)
| Year ended June 30, 2025 $ | Year ended June 30, 2024 $ | |
|---|---|---|
| Expenses | ||
| Consulting fees (Note 6) | 665,419 | 19,993 |
| General and administrative | 103,018 | (38,730) |
| Investor relations | 3,665,472 | 432,890 |
| Management fees (Note 6) | 910,000 | 707,250 |
| Professional fees | 258,530 | 98,619 |
| Share-based payments (Notes 10 and 11) | 1,288,959 | 1,838,740 |
| Transfer agent and filing fees | 111,430 | 37,807 |
| Travel | 63,406 | 34,997 |
| Total expenses | 7,066,234 | 3,131,566 |
| Other items | ||
| Foreign exchange gain | 62,178 | (262) |
| Interest income | (14,507) | (2,442) |
| Interest expense (Note 7) | 7,521 | 4,401 |
| Recovery of sales tax payable | – | (141,380) |
| Impairment of exploration and evaluation asset (Note 5) | 464,100 | – |
| Total other items | 519,293 | (139,683) |
| Net loss and comprehensive loss | (7,585,526) | (2,991,883) |
| Basic and diluted loss per share | (0.16) | (0.48) |
| Weighted average shares outstanding | 47,844,668 | 6,217,131 |
(The accompanying notes are an integral part of these consolidated financial statements)
GIANT MINING CORP.
Consolidated Statements of Changes in Equity
(Expressed in Canadian dollars)
| Share capital | Subscriptions receivable $ | Reserves $ | Deficit $ | Total shareholders' equity $ | ||
|---|---|---|---|---|---|---|
| Number | Amount $ | |||||
| Balance, June 30, 2023 | 2,637,085 | 38,473,296 | – | 3,988,479 | (34,785,081) | 7,676,694 |
| Shares issued for cash, net of share issue costs | 20,058,021 | 4,401,745 | – | – | – | 4,401,745 |
| Fair value of finders' warrants | – | (121,039) | – | 121,039 | – | – |
| Fair value of shares issued to acquire 1429570 BC Ltd. | 663,000 | 464,100 | – | – | – | 464,100 |
| Shares issued for restricted share units settled | 105,000 | 362,500 | – | (362,500) | – | – |
| Restricted share units granted | – | – | – | 1,562,000 | – | 1,562,000 |
| Fair value of stock options granted | – | – | – | 276,740 | – | 276,740 |
| Net loss for the year | – | – | – | – | (2,991,883) | (2,991,883) |
| Balance, June 30, 2024 | 23,463,106 | 43,580,602 | – | 5,585,758 | (37,776,964) | 11,389,396 |
| Shares issued for cash, net of share issue costs | 33,396,040 | 3,284,825 | – | – | – | 3,284,825 |
| Special warrant offering, net of share issue costs | – | – | (360,000) | 2,935,379 | – | 2,575,379 |
| Fair value of finders' warrants | – | (261,300) | – | 261,300 | – | – |
| Shares issued for warrants exercised | 15,185,000 | 4,031,300 | – | – | – | 4,031,300 |
| Shares issued for finders' warrants exercised | 231,951 | 130,008 | – | (71,394) | – | 58,614 |
| Shares issued for stock options exercised | 375,000 | 259,759 | – | (88,509) | – | 171,250 |
| Shares issued for restricted share units settled | 4,455,000 | 2,121,500 | – | (2,121,500) | – | – |
| Restricted share units granted | – | – | – | 1,093,750 | – | 1,093,750 |
| Fair value of stock options granted | – | – | – | 195,209 | – | 195,209 |
| Net loss for the year | – | – | – | – | (7,585,526) | (7,585,526) |
| Balance, June 30, 2025 | 77,106,097 | 53,146,694 | (360,000) | 7,789,993 | (45,362,490) | 15,214,197 |
(The accompanying notes are an integral part of these consolidated financial statements)
GIANT MINING CORP.
Consolidated Statements of Cash Flows
(Expressed in Canadian dollars)
| Year ended June 30, 2025 $ | Year ended June 30, 2024 $ | |
|---|---|---|
| Operating activities | ||
| Net loss | (7,585,527) | (2,991,883) |
| Items not involving cash: | ||
| Foreign exchange loss | 1,059 | – |
| Share-based payments | 1,288,959 | 1,838,740 |
| Loss on impairment of exploration and evaluation asset | 464,100 | – |
| Recovery of GST receivable | – | (141,380) |
| Changes in non-cash working capital items: | ||
| GST receivable | 491 | 97,435 |
| Prepaid expenses and deposits | (790,854) | (830,467) |
| Accounts payable and accrued liabilities | 333,136 | 2,808 |
| Net cash used in operating activities | (6,288,636) | (2,024,747) |
| Investing activities | ||
| Exploration and evaluation expenditures | (2,642,786) | (645,689) |
| Reclamation bond | – | (329,531) |
| Net cash used in investing activities | (2,642,786) | (975,220) |
| Financing activities | ||
| Proceeds from issuance of common shares net of share issuance cost | 3,284,825 | 4,401,745 |
| Proceeds on issuance of special warrants net of share issuance cost | 2,575,379 | – |
| Proceeds from warrants exercised | 4,031,300 | – |
| Proceeds from finder’s warrants exercised | 58,614 | – |
| Proceeds from stock options exercised | 171,250 | – |
| Proceeds from loans payable | 100,000 | – |
| Repayment of loans payable | (100,000) | – |
| Net cash provided by financing activities | 10,121,368 | 4,401,745 |
| Change in cash | 1,189,947 | 1,401,778 |
| Cash, beginning of year | 1,707,117 | 305,339 |
| Cash, end of year | 2,897,064 | 1,707,117 |
| Non-cash investing and financing activities: | ||
| Shares issued for acquisition of 1429570 BC Ltd. | – | 464,100 |
| Fair value of finder’s warrants | 261,300 | 121,039 |
| Fair value of finder’s warrants transferred from reserves | 71,394 | – |
| Fair value of stock options transferred from reserves | 88,509 | – |
| Shares issued for restricted share units transferred from reserves | 2,121,500 | 362,500 |
| Cash paid: | ||
| Interest | 7,521 | 4,401 |
| Income taxes | – | – |
(The accompanying notes are an integral part of these consolidated financial statements)
GIANT MINING CORP.
Notes to the Consolidated Financial Statements
Years Ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
- Nature and Continuance of Operations
Giant Mining Corp. (“the Company”) was incorporated on March 10, 2017 under the laws of British Columbia. The address of the Company’s corporate office and its principal place of business is 1500 – 1055 West Georgia Street, Vancouver, BC. The Company’s principal business activities include the acquisition and exploration of mineral property assets. As at June 30, 2025, the Company had not yet determined whether the Company’s mineral property assets contain ore reserves that are economically recoverable. The recoverability of amount shown for exploration and evaluation asset is dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete the development of and the future profitable production from the property or realizing proceeds from its disposition.
These consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. During the year ended June 30, 2025, the Company has not generated any revenues and has negative cash flow from operations. As at June 30, 2025, the Company and an accumulated deficit of $45,362,491 (June 30, 2024 - $37,776,964). The Company’s continuation as a going concern is dependent on its ability to generate future cash flows and/or obtain additional financing. Management intends to finance operating costs over the next twelve months with cash on hand, loans from directors and companies controlled by directors, and/or private placements of common shares. There is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. These factors indicate the existence of a material uncertainty that may cast significant doubt on the ability of the Company to continue as a going concern. These consolidated financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern.
- Material Accounting Policy Information
(a) Statement of Compliance and Basis of Preparation
The accompanying consolidated financial statements have been prepared in accordance with IFRS Accounting Standards, as issued by the International Accounting Standards Board (“IASB”).
These consolidated financial statements have been prepared on a historical cost basis and are presented in Canadian dollars, which is also the Company’s functional currency.
(b) Principles of Consolidation
These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Bam Bam Nevada, Inc. and 1429570 BC Ltd., from the date of acquisition (Note 4). All significant inter-company balances and transactions have been eliminated on consolidation.
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GIANT MINING CORP.
Notes to the Consolidated Financial Statements
Years Ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
2. Material Accounting Policy Information (continued)
(c) Use of Estimates and Judgments
When preparing the audited consolidated financial statements, management undertakes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results are likely to differ from the judgments, estimates and assumptions made by management, and will seldom equal the estimated results. Information about the significant judgments, estimates and assumptions that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses are discussed below.
Going concern
The assessment of the Company's ability to execute its strategy by funding future working capital requirements involves judgment. Further information regarding going concern issues are outlined in Note 1.
Share-based payments
The estimation of share-based payment costs requires the selection of an appropriate valuation model and consideration as to the inputs necessary for the valuation model chosen. The Company has made estimates as to the expected volatility of its own shares, the expected life of share options granted, the estimated number of share options expected to vest and the expected time of exercise of those stock options. The model used by the Company is the Black-Scholes option pricing valuation model.
Exploration and evaluation assets
Indications of impairment
The assessment of indications of impairment loss and the measuring of the recoverable amount when impairment tests have been done involve judgment. If there is an indication of impairment, an estimate of the recoverable amount of the asset or the cash generating unit is performed and an impairment loss is recognized to the extent that the carrying amount of the asset exceeds its recoverable amount. The recoverable amount of an asset is determined as the higher of its fair value less costs to sell and its value in use.
The impairment criteria considered by the Company in relation to its exploration and evaluation assets include the following criteria:
(a) the period for which the entity has the right to explore in a specific area has expired during the period or will expire in the near future, and is not expected to be renewed;
(b) substantive expenditures on further exploration for an evaluation of mineral resources in a specific area is neither budgeted nor planned;
(c) exploration for and evaluation of mineral resources in a specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area;
(d) sufficient data exists to indicate that, although a development in a specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.
When an indication of impairment loss exists, management has to evaluate the recoverable amount of the asset or the cash-generating unit, and this requires management to make assumptions as to the future events or circumstances.
The actual results are likely to differ and significant adjustments to the Company's assets may be required.
9
GIANT MINING CORP.
Notes to the Consolidated Financial Statements
Years Ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
2. Material Accounting Policy Information (continued)
(c) Use of Estimates and Judgments (continued)
Provisions and contingent liabilities
Judgments are made as to whether a past event has led to a liability that should be recognized in the consolidated financial statements or disclosed as a contingent liability. Quantifying any such liability often involves judgments and estimations. These judgments are based on a number of factors including the nature of the claims or dispute, the legal process and potential amount payable, legal advice received, previous experience and the probability of a loss being realized. Several of these factors are a source of estimation uncertainty.
Decommissioning, restoration and similar liabilities are estimated based on the Company's interpretation of current regulatory requirements, constructive obligations and are measured at fair value. Fair value is determined based on the net present value of estimated future cash expenditures for the settlement of decommissioning, restoration or similar liabilities that may occur upon decommissioning of the project. Such estimates are subject to change based on changes in laws and regulations and negotiations with regulatory authorities.
(d) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance, are readily convertible to known amounts of cash, and which are subject to insignificant risk of changes in value to be cash equivalents.
(e) Foreign Currency Translation
The functional and reporting currency is the Canadian dollar. Transactions denominated in foreign currencies are translated using the exchange rate in effect on the transaction date or at an average rate. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange in effect at the statement of financial position date. Non-monetary items are translated using the historical rate on the date of the transaction. Foreign exchange gains and losses are included in the consolidated statement of operations.
(f) Exploration and Evaluation Expenditures
Exploration and evaluation expenditures include the costs of acquiring licenses, costs associated with exploration and evaluation activity, and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination. Exploration and evaluation expenditures are capitalized. Costs incurred before the Company has obtained the legal rights to explore an area are charged to operations.
Exploration and evaluation assets are assessed for impairment if: (i) sufficient data exists to determine technical feasibility and commercial viability; and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount.
10
GIANT MINING CORP.
Notes to the Consolidated Financial Statements
Years Ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
- Material Accounting Policy Information (continued)
(f) Exploration and Evaluation Expenditures (continued)
Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within property, plant and equipment.
Recoverability of the carrying amount of any exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.
Mineral Property Options
The Company does not record any expenditures made by the farmer in its accounts. It also does not recognize any gain or loss on its exploration and evaluation farm out arrangements but re-designates any costs previously capitalized in relation to the whole interest as relating to the partial interest retained and any consideration received directly from the farmer is credited against costs previously capitalized.
(g) Restoration, Rehabilitation, and Environmental Obligations
An obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the exploration or development of a mineral property interest. Such costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying amount of the asset, along with a corresponding liability as soon as the obligation to incur such costs arises. The timing of the actual rehabilitation expenditure is dependent on a number of factors such as the life and nature of the asset, the operating license conditions and, when applicable, the environment in which the mine operates.
Discount rates using a pre-tax rate that reflects the time value of money are used to calculate the net present value. These costs are charged in the consolidated statement of operations over the economic life of the related asset, through amortization using either the unit of production or the straight-line method. The obligation is increased for the accretion and the corresponding amount is recognized in the consolidated statement of operations.
Decommissioning costs are also adjusted for changes in estimates. Those adjustments are accounted for as a change in the corresponding capitalized cost, except where a reduction in costs is greater than the unamortized capitalized cost of the related assets, in which case the capitalized cost is reduced to nil and the remaining adjustment is recognized in the consolidated statement of operations.
The operations of the Company have been, and may in the future be, affected from time to time in varying degree by changes in environmental regulations, including those for site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company are not predictable.
As at June 30, 2025, and 2024, the Company has no material restoration, rehabilitation, and environmental obligations.
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GIANT MINING CORP.
Notes to the Consolidated Financial Statements
Years Ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
2. Material Accounting Policy Information (continued)
(h) Financial Instruments
Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the respective instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are included in the initial carrying value of the related instrument and are amortized using the effective interest method. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in the consolidated statement of operations.
Fair value estimates are made at the consolidated statement of financial position date based on relevant market information and information about the financial instrument. All financial instruments are classified into either: fair value through profit or loss ("FVTPL") or amortized cost.
The Company has made the following classifications:
| Cash | FVTPL |
|---|---|
| Reclamation bond | Amortized cost |
| Accounts payable and accrued liabilities | Amortized cost |
Financial assets
The classification of financial assets depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.
Financial assets at FVTPL
Financial assets are classified as FVTPL when the financial asset is either held for trading or it is designated as FVTPL. A financial asset is classified as held for trading if:
- it has been acquired principally for the purpose of selling it in the near term; or
- on initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking; or
- it is a derivative that is not designated and effective as a hedging instrument.
Financial assets at amortized cost
Financial assets at amortized cost are non-derivative financial assets which are held within a business model whose objective is to hold assets to collect contractual cash flows and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. A financial asset (unless it is a trade receivable without a significant financing component that is initially measured at the transaction price) is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition. Subsequent to initial recognition, financial assets are measured at amortized cost using the effective interest method, less any impairment.
Impairment of financial assets
Financial assets, other than those classified as FVTPL, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been decreased.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account.
12
GIANT MINING CORP.
Notes to the Consolidated Financial Statements
Years Ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
- Material Accounting Policy Information (continued)
(h) Financial Instruments (continued)
Financial assets (continued)
Impairment of financial assets (continued)
When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are offset against the allowance account. Changes in the carrying amount of the allowance account are recognized in the consolidated statement of operations. Loss allowances are based on the lifetime expected credit losses ("ECL") that result from all possible default events over the expected life of the trade receivable, using the simplified approach.
For financial assets measured at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through the consolidated statement of operations to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.
Financial liabilities and equity instruments
Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized as the proceeds received, net of direct issue costs.
Other financial liabilities
Other financial liabilities (including loans and borrowings and trade payables and other liabilities) are initially measured at fair value, net of transaction costs. Subsequently, other financial liabilities are measured at amortized cost using the effective interest method.
The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.
(i) Income Taxes
Current income tax
Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in the consolidated statement of operations. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
13
GIANT MINING CORP.
Notes to the Consolidated Financial Statements
Years Ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
- Material Accounting Policy Information (continued)
(i) Income Taxes (continued)
Deferred income tax
Deferred income tax is provided using the statement of financial position method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable income will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.
(j) Share-based Payments
The Company grants share-based awards to employees, directors, and consultants as an element of compensation. The fair value of the awards is recognized over the vesting period as share-based compensation expense and share-based payment reserve. The fair value of share-based payments is determined using the Black-Scholes option pricing model using estimates at the date of the grant. At each reporting date prior to vesting, the cumulative expense representing the extent to which the vesting period has expired and management's best estimate of the awards that are ultimately expected to vest is computed. The movement in cumulative expense is recognized in the consolidated statement of operations with a corresponding entry within equity, against share-based payment reserve. No expense is recognized for awards that do not ultimately vest. When stock options are exercised, the proceeds received, together with any related amount in share-based payment reserve, are credited to share capital.
Share-based payments arrangements in which the Company receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions, unless the fair value cannot be estimated reliably. If the Company cannot reliably estimate the fair value of the goods or services received, the Company will measure their value by reference to the fair value of the equity instruments granted.
(k) Loss Per Share
Basic loss per share is calculated by dividing the loss attributable to ordinary equity holders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per share is calculated by adjusting loss attributable to common equity holders of the Company, and the weighted average number of common shares outstanding, for the effects of all dilutive potential common shares. Dilutive potential common shares shall be deemed to have been converted into common shares at the beginning of the period or, if later, at the date of issue of the potential common shares.
The diluted loss per share is equal to the basic loss per share as a result of the anti-dilutive effect of the outstanding options and warrants.
(l) Related party transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control, related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
14
GIANT MINING CORP.
Notes to the Consolidated Financial Statements
Years Ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
- New standards, amendments and interpretations not yet adopted or effective
The Company has reviewed the impact of new and amended standards that are effective for annual periods beginning on or after July 1, 2025. It does not expect the impact on the financial statements to be material, although additional disclosure may be required.
- Acquisition
On October 5, 2023, the Company signed a share exchange agreement with 1429570 BC Ltd. ("1429 BC") to acquire all of the issued and outstanding common shares in the capital of 1429 BC, a privately held company based in Vancouver, British Columbia. 1429 BC holds title to the Copper Chest Project, located in Newfoundland, Canada.
At the date of acquisition, the Company determined that 1429 BC did not constitute a business as defined under IFRS 3, Business Combinations, and the 1429 BC acquisition was accounted for as an asset acquisition. The consideration paid was determined under IFRS 2, Share-based Payment, and recognized at the fair value of the common shares of the Company on December 18, 2023 (the date of issuance) at a price of $0.70 per share for a total fair value of $464,100 (Note 8).
The purchase price allocation of the assets acquired of 1429 BC are:
| Consideration paid: | $ |
|---|---|
| Fair value of 663,000 common shares at $0.70 per share | 464,100 |
| Net assets acquired (liabilities) | |
| Exploration and evaluation asset (Note 5) | 464,100 |
15
GIANT MINING CORP.
Notes to the Consolidated Financial Statements
Years Ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
- Exploration and Evaluation Assets
| Majuba Hill Property | Copper Chest Property (Note 4) | Total | |
|---|---|---|---|
| $ | $ | $ | |
| Acquisition costs: | |||
| Balance, June 30, 2023 | 734,531 | – | 734,531 |
| Additions (Note 4) | 212,148 | 464,100 | 676,248 |
| Balance, June 30, 2024 | 946,679 | 464,100 | 1,410,779 |
| Additions | 204,000 | – | 204,000 |
| Impairment of E&E asset | – | (464,100) | (464,100) |
| Balance, June 30, 2025 | 1,150,679 | – | 1,150,679 |
| Exploration costs: | |||
| Balance, June 30, 2023 | 6,712,040 | – | 6,712,040 |
| Camp and crew costs | 8,522 | – | 8,522 |
| Drilling | 69,068 | – | 69,068 |
| Geological consulting | 185,324 | – | 185,324 |
| Transportation | 17,107 | – | 17,107 |
| Other expenses | 153,520 | – | 153,520 |
| Balance, June 30, 2024 | 7,145,581 | – | 7,145,581 |
| Assay and analysis | 106,364 | – | 106,364 |
| Camp and crew costs | 26,364 | – | 26,364 |
| Drilling | 1,568,063 | – | 1,568,063 |
| Geological consulting | 346,638 | – | 346,638 |
| Transportation | 32,669 | – | 32,669 |
| Other expenses | 358,688 | – | 358,688 |
| Balance, June 30, 2025 | 9,584,367 | – | 9,584,367 |
| Carrying amounts: | |||
| Balance, June 30, 2024 | 8,092,260 | 464,100 | 8,556,360 |
| Balance, June 30, 2025 | 10,735,046 | – | 10,735,046 |
16
GIANT MINING CORP.
Notes to the Consolidated Financial Statements
Years Ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
- Exploration and Evaluation Assets (continued)
Majuba Hill Copper Project
On May 28, 2018, the Company entered into an Exploration Lease and Option to Purchase Agreement with Majuba Hill LLC, a Nevada limited liability company (the "Owner"), for the Majuba Hill Copper Project in Nevada, USA. The Owner granted to the Company the exclusive option and right to acquire ownership of the property for the final purchase price of US$4,000,000 due on or before May 28, 2028, and the following commitments:
i) Cash payments to be made:
- US$50,000 upon execution of the agreement; (paid)
- US$50,000 on or before May 28, 2019 (paid);
- US$75,000 on or before May 28, 2020 (paid);
- US$100,000 on or before May 28, 2021 (paid); and
- US$125,000 on or before May 28, 2022 (paid) and each subsequent anniversary of the agreement date (paid to date).
ii) Shares to be issued
- 37 upon execution of the agreement (issued);
- 37 on or before May 28, 2019 (issued);
- 37 on or before May 28, 2020 (issued); and
- 37 on or before May 28, 2021 (issued).
iii) Exploration expenditures to be incurred:
- US$100,000 on or before May 28, 2019 (incurred); and
- US$350,000 on or before May 28, 2020 (incurred).
Precious metals from the property are subject to a 3% net smelter return royalty. Minerals from the property are subject to a 1% net smelter return royalty.
Effective May 28, 2024, the Company had a reclamation bond in the amount of US$240,762 with the Nevada Division of Environmental Protection related to the Majuba Hill Copper Project.
Copper Chest Project
During the year ended June 30, 2025, the Company incurred no expenditure on the Copper Chest Property, and the Company has determined that no work programs or budgets are planned for the Copper Chest Property for fiscal year 2026. Consequently, the Company reduced the carrying value of the purchase price allocated of the asset acquired of 1429 BC to $Nil and recognized a non-cash impairment loss of $464,100 (2024 - $Nil). The Company will continue to focus on its principal project of Majuba Hill.
- Related Party Transactions
The Company considers officers and members of the Board of Directors as related parties.
(a) As at June 30, 2025, the amount of $Nil (June 30, 2024 - $21,000) is owed to a company controlled by the President and Chief Executive Officer of the Company, which is unsecured, non-interest bearing, and due on demand. The amount is included in accounts payable and accrued liabilities. During the year ended June 30, 2025, the Company incurred management fees of $620,000 (2024 - $440,000) to a company controlled by the President and Chief Executive Officer of the Company.
(b) As at June 30, 2025, the amount of $8,852 (June 30, 2024 - $4,728) is due to the President and Chief Executive Officer of the Company, which is unsecured, non-interest bearing, and due on demand. The amount is included in accounts payable and accrued liabilities.
17
GIANT MINING CORP.
Notes to the Consolidated Financial Statements
Years Ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
- Related Party Transactions (continued)
(c) As at June 30, 2025, the amount of $50,934 (June 30, 2024 - $3,394) is due to the Chief Financial Officer of the Company, which is unsecured, non-interest bearing, and due on demand. The amount is included in accounts payable and accrued liabilities. During the year ended June 30, 2025, the Company incurred management fees of $195,000 (2024 - $180,000) to the Chief Financial Officer of the Company.
(d) As at June 30, 2025, the amount of $Nil (June 30, 2024 - $5,196) is due to a director of the Company, which is unsecured, non-interest bearing, and due on demand. The amount is included in accounts payable and accrued liabilities. During the year ended June 30, 2025, the Company incurred consulting fees of $17,225 (2024 - $12,021) to the director of the Company.
All related party transactions are in the normal course of operations and have been measured at the agreed to amounts, which is the amount of consideration established and agreed to by the related parties.
- Loan Payable
On September 3, 2024, the Company entered into a promissory note agreement with a company controlled by the President and Chief Executive Officer of the Company. The loan was originally due to mature on September 2, 2025, was unsecured, and carried an interest rate of 15%. During the year ended June 30, 2025, the Company repaid the loan payable, including accrued interest of $107,521 to a company controlled by the President and Chief Executive Officer of the Company. As at June 30, 2025, no balance remains outstanding.
- Share Capital
Authorized: Unlimited common shares without par value
Share transactions for the year ended June 30, 2025:
(a) On December 20, 2024, the Company issued 1,371,040 common shares at $0.12 per share for proceeds of $164,525. The offering was completed pursuant to a listed issuer financing exemption.
(b) On December 31, 2024, the Company issued 25,650,000 units at $0.10 per unit for gross proceeds of $2,565,000. Each unit consisted of one common share of the Company and one transferable share purchase warrant. Each share purchase warrant is exercisable at a price of $0.25 per common share expiring on December 31, 2025. The Company paid $60,800 in share issue costs.
(c) On January 14, 2025, the Company issued 6,375,000 units at $0.10 per unit for gross proceeds of $637,500. Each unit consisted of one common share of the Company and one transferable share purchase warrant. Each share purchase warrant is exercisable at a price of $0.25 per common share expiring on January 14, 2026. The Company paid $21,400 in share issue costs.
(d) On June 25, 2025, the Company issued 15,187,293 special warrants at $0.20 per unit for gross proceeds of $3,037,459. Each special warrant automatically converted to one common share and one share purchase warrant on July 21, 2025 (Note 17). Each share purchase warrant is exercisable at a price of $0.32 per common share expiring on June 27, 2029. The Company paid $102,080 in share issue costs. As of June 30, 2025, the Company received proceeds of $2,575,379 and recorded a subscription receivable of $360,000, which was received in July 2025.
(e) During the year ended June 30, 2025, the Company issued 15,416,951 common shares for proceeds of $4,089,914 pursuant to the exercise of share purchase warrants. The fair value of $71,394 was reallocated from reserves to share capital.
18
GIANT MINING CORP.
Notes to the Consolidated Financial Statements
Years Ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
- Share Capital (continued)
(f) During the year ended June 30, 2025, the Company issued 375,000 common shares for proceeds of $171,250 pursuant to the exercise of stock options. The fair value of $88,509 was reallocated from reserves to share capital.
(g) During the year ended June 30, 2025, the Company issued 4,455,000 common shares pursuant to the settlement of restricted share units. The fair value of $2,121,500 for the restricted share units vested was reallocated from reserves to share capital.
Share transactions for the year ended June 30, 2024:
(a) On December 18, 2023, the Company issued 663,000 common shares with a fair value of $464,100 pursuant to the terms of the share exchange agreement for the Copper Chest Project (Note 4).
(b) On April 4, 2024, the Company consolidated its outstanding common shares on a 20:1 basis. All share amounts have been retroactively restated for all periods presented.
(c) On May 1, 2024, the Company issued 15,455,000 units at $0.20 per unit for proceeds of $3,091,000. Each unit consisted of one common share of the Company and one transferable share purchase warrant. Each share purchase warrant is exercisable at a price of $0.25 per common share expiring on May 1, 2025. The Company paid $55,755 in share issue costs.
(d) On May 14, 2024, the Company issued 4,603,021 units at $0.30 per unit for proceeds of $1,380,906. Each unit consisted of one common share of the Company and one transferable share purchase warrant. Each share purchase warrant is exercisable at a price of $0.40 per common share expiring on May 14, 2026. The Company paid $14,406 in share issue costs.
(e) During the year ended June 30, 2024, the Company issued 105,000 common shares pursuant to the settlement of restricted share units. The fair value of $362,500 for the restricted share units vested was reallocated from reserves to share capital.
- Share Purchase Warrants
In connection with the private placement that closed on December 31, 2024, the Company issued 608,000 finders' warrants exercisable at a price of $0.25 per common share expiring on December 31, 2025. The finders' warrants had a fair value of $88,785 calculated using the Black-Scholes option-pricing model using the following assumptions: expected life: 1 year, expected volatility: 211%, expected dividend yield: 0%, and risk-free rate: 2.97%.
In connection with the private placement that closed on January 14, 2025, the Company issued 214,000 finders' warrants exercisable at a price of $0.25 per common share expiring on January 14, 2026. The finders' warrants had a fair value of $65,427 calculated using the Black-Scholes option-pricing model using the following assumptions: expected life: 1 year, expected volatility: 206%, expected dividend yield: 0%, and risk-free rate: 3.10%.
In connection with the special warrant offering that closed on June 27, 2025, the Company issued 190,400 finders' warrants exercisable at a price of $0.32 per common share, and 320,000 finders' warrants exercisable at a price of $0.21 per common share expiring on June 27, 2029. The finders' warrants had a fair value of $39,301 and $67,787 respectively, calculated using the Black-Scholes option-pricing model using the following assumptions: expected life: 4 years, expected volatility: 156%, expected dividend yield: 0%, and risk-free rate: 2.77%.
19
GIANT MINING CORP.
Notes to the Consolidated Financial Statements
Years Ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
- Share Purchase Warrants (continued)
The following table summarizes the continuity of share purchase warrants:
| Number of warrants | Weighted average exercise price $ | |
|---|---|---|
| Balance, June 30, 2023 | 1,837,651 | 11.20 |
| Issued | 20,384,816 | 0.28 |
| Expired | (1,586,720) | 10.17 |
| Balance, June 30, 2024 | 20,635,747 | 0.50 |
| Issued | 33,357,400 | 0.17 |
| Exercised | (15,416,951) | 0.27 |
| Expired | (2,557,931) | 1.99 |
| Balance, June 30, 2025 | 36,018,265 | 0.18 |
As at June 30, 2025, the following share purchase warrants were outstanding:
| Number of warrants outstanding | Exercise price $ | Expiry date |
|---|---|---|
| 3,079,865 | 0.40 | May 14, 2026 |
| 25,841,000 | 0.25 | December 31, 2025 |
| 6,587,000 | 0.25 | January 14, 2026 |
| 190,400 | 0.32 | June 27, 2029 |
| 320,000 | 0.21 | June 27, 2029 |
| 36,018,265 |
At June 30, 2025, the Company also had 15,187,293 special warrants that were converted into 15,187,293 common shares and 15,187,293 share purchase warrants subsequent to year-end. Each such warrant is exercisable at a price of $0.32 per common share expiring on June 27, 2029.
- Stock Options
The Company has adopted a Stock Option Plan (the "Plan"). Under the Plan, the Company can issue up to 10% of the issued and outstanding common shares as incentive stock options to directors, officers, employees and consultants to the Company. The Plan limits the number of stock options which may be granted to any one individual to not more than 10% of the total issued common shares of the Company in any 12-month period. The Plan also limits the stock options which may be granted to any one individual if the exercise would result in the issuance of common shares more than 2% in any 12-month period. The number of options granted to any one consultant or a person employed to provide investor relations activities in any 12-month period must not exceed 1% of the total issued common shares of the Company. As well, stock options granted under the Plan may be subject to vesting provisions as determined by the Board of Directors.
20
GIANT MINING CORP.
Notes to the Consolidated Financial Statements
Years Ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
10. Stock Options (continued)
The following table summarizes the continuity of the Company's stock options:
| Number of options | Weighted average exercise price $ | |
|---|---|---|
| Outstanding, June 30, 2023 | 10,000 | 4.00 |
| Granted | 575,000 | 0.98 |
| Cancelled | (50,000) | 3.40 |
| Outstanding, June 30, 2024 | 535,000 | 0.81 |
| Granted | 700,000 | 0.42 |
| Exercised | (375,000) | 0.46 |
| Expired | (360,000) | 0.84 |
| Outstanding, June 30, 2025 | 500,000 | 0.51 |
On August 20, 2024, the Company granted 100,000 stock options at an exercise price of $0.45 per option with a term of one year expiring August 20, 2025. All of the options vested upon date of grant. The fair value of the options was measured at $29,649 on grant date.
On December 1, 2024, the Company granted 200,000 stock options at an exercise price of $0.20 per option with a term of one year expiring December 1, 2025. All of the options vested upon date of grant. The fair value of the options was measured at $17,583 on grant date.
On January 17, 2025, the Company granted 400,000 stock options at an exercise price of $0.52 per option with a term of one year expiring January 17, 2026. All of the options vested upon date of grant. The fair value of the options was measured at $147,977 on grant date.
The fair value of stock options granted have been estimated using the Black-Scholes option-pricing model assuming no expected dividends, no forfeitures, and the following weighted average assumptions:
| January 17, 2025 | December 1, 2024 | August 20, 2024 | |
|---|---|---|---|
| Risk-free interest rate | 2.97% | 3.15% | 3.66% |
| Expected volatility | 204% | 221% | 185% |
| Expected option life (in years) | 1 | 1 | 1 |
| Estimated forfeiture rate | 0.00% | 0.00% | 0.00% |
| Dividend rate | 0.00% | 0.00% | 0.00% |
The quoted market price of the common shares on the date of exercise was summarized as follows:
| Number of options exercised | Exercise date | Quoted market price on exercise date $ |
|---|---|---|
| 175,000 | August 27, 2024 | 1.01 |
| 200,000 | April 10, 2024 | 0.31 |
| 375,000 |
21
GIANT MINING CORP.
Notes to the Consolidated Financial Statements
Years Ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
11. Restricted Share Units
The Company adopted a Restricted Share Unit Plan (the "RSU Plan"), approved by the Company's shareholders on December 2, 2019. The RSU Plan is designed to provide certain directors, officers, consultants and other key employees (an "Eligible Person") of the Company and its related entities with the opportunity to acquire restricted share units ("RSUs") of the Company. The RSU Plan allows the Company to award, in aggregate, up to a rolling 10% maximum of the issued and outstanding shares from time to time, under and subject to the terms and conditions of the RSU Plan.
During the year ended June 30, 2025, the Company granted 3,025,000 (2024 – 1,910,000) RSUs to consultants of the Company. RSUs fully vest on the grant dates. The total fair value of RSUs is calculated to be $1,093,750 (2024 - $1,562,000) based on the Company's share prices on the grant dates.
The following table summarizes the continuity of RSUs:
| Number of RSUs | Weighted average issue price $ | |
|---|---|---|
| Balance and exercisable, June 30, 2023 | 25,000 | 3.60 |
| Granted | 1,910,000 | 0.82 |
| Settled | (105,000) | 3.45 |
| Cancelled | (25,000) | 3.40 |
| Balance and exercisable, June 30, 2024 | 1,805,000 | 0.67 |
| Granted | 3,025,000 | 0.36 |
| Settled | (4,455,000) | 0.48 |
| Cancelled | (75,000) | 0.66 |
| Balance and exercisable, June 30, 2025 | 300,000 | 0.43 |
The quoted market price of the common shares on the date of settlement was summarized as follows:
| Number of RSU settled | Settlement date | Quoted market price on settlement date $ |
|---|---|---|
| 1,200,000 | July 25, 2024 | 0.51 |
| 305,000 | August 1, 2024 | 0.58 |
| 25,000 | September 20, 2024 | 0.23 |
| 250,000 | January 8, 2025 | 0.31 |
| 200,000 | January 16, 2025 | 0.40 |
| 50,000 | January 27, 2025 | 0.40 |
| 150,000 | February 4, 2025 | 0.45 |
| 175,000 | April 7, 2025 | 0.33 |
| 75,000 | April 23, 2025 | 0.23 |
| 1,475,000 | May 6, 2025 | 0.32 |
| 550,000 | May 7, 2025 | 0.30 |
| 4,455,000 |
22
GIANT MINING CORP.
Notes to the Consolidated Financial Statements
Years Ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
12. Financial Instruments and Risk Management
(a) Fair Values
Fair value measurements are classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The fair value hierarchy has the following levels:
- Level 1 - valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
- Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
- Level 3 - valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The fair values of financial instruments, which include cash, and accounts payable and accrued liabilities, approximate their carrying values due to the relatively short-term maturity of these instruments. Cash is carried at fair value using a level 1 fair value measurement.
(b) Credit Risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's primary exposure to credit risk is in its cash. The risk in cash is managed through the use of a major financial institution which has a high credit quality as determined by rating agencies.
(c) Interest Rate Risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to interest rate risk as it does not have any assets or liabilities that are affected by changes in interest rates.
(d) Foreign Exchange Rate Risk
Foreign exchange risk is the risk that the Company's financial instruments will fluctuate in value as a result of movements in foreign exchange rates. As at June 30, 2025, the Company has no significant financial instruments denominated in a foreign currency; however, the Company has exploration and evaluation assets in the U.S. with mineral property option agreement obligations denominated in U.S. dollars. The Company has not entered into foreign exchange rate contracts to mitigate this risk. As at June 30, 2025, the Company is not exposed to any significant foreign exchange rate risk.
(e) Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company requires funds to finance its business development activities. In addition, the Company needs to raise equity financing to carry out its exploration programs. There is no assurance that financing will be available or, if available, that such financing will be on terms acceptable to the Company.
(f) Price Risk
The Company is exposed to price risk with respect to commodity prices. The Company's ability to raise capital to fund exploration and development activities is subject to risks associated with fluctuations in the market price of commodities.
23
GIANT MINING CORP.
Notes to the Consolidated Financial Statements
Years Ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
13. Capital Management
The Company's capital structure consists of cash and equity. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support acquisition and exploration of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The properties in which the Company currently has interests are in the exploration stage; as such, the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. The Company will continue to assess new properties and seek to acquire interests in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management since inception. The Company is not subject to externally imposed capital requirements.
14. Contingencies
On July 11, 2019, a Notice of Civil Claim was filed with the Supreme Court of British Columbia seeking certification for a class action against the Company (the "Action"). The proposed class action includes allegations that the Company made misrepresentations in its public disclosure. On November 22, 2021, the plaintiffs were granted leave to proceed with the Action under the Act, and this decision was affirmed on September 13, 2022. The hearing for the certification of the Action was heard in December 2023, and the settlement negotiation is ongoing.
15. Income Taxes
The actual income tax provisions differ from the expected amounts calculated by applying the Canadian combined federal and provincial corporate income tax rates to the loss before income taxes. The components of these differences are as follows:
| 2025 $ | 2024 $ | |
|---|---|---|
| Canadian statutory income tax rate | 27% | 27% |
| Income tax recovery at statutory rate | (2,048,092) | (807,808) |
| Tax effect of: | ||
| Permanent differences and other | 258,091 | 452,930 |
| Change in unrecognized deferred tax assets | 1,790,001 | 354,878 |
| Deferred income tax recovery | – | – |
24
GIANT MINING CORP.
Notes to the Consolidated Financial Statements
Years Ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
15. Income Taxes (continued)
The significant components of deferred tax assets and liabilities are as follows:
| | 2025
$ | 2024
$ |
| --- | --- | --- |
| Deferred income tax assets (liability): | | |
| Non-capital losses carried forward | 7,686,139 | 6,064,283 |
| Exploration and evaluation assets | (23,405) | (23,405) |
| Investment | 158,486 | 158,486 |
| Share issuance costs | 213,930 | 45,785 |
| Unrecognized deferred income tax assets | (8,035,150) | (6,245,149) |
| Net deferred income tax asset | – | – |
The Company has approximately $28,467,180 of non-capital losses available, which begin to expire in 2037 through to 2045 and may be applied against future taxable income. Also, the Company has approximately $10,648,360 of exploration and development costs which are available for deduction against future income for tax purposes. At June 30, 2025, the net amount which would give rise to a deferred income tax asset has not been recognized as it is not probable that such benefit will be utilized in the future years.
16. Segmented Information
The Company currently operates in one industry segment, that being the acquisition and exploration of mineral properties in North America. Majuba Hill Property valued at $10,735,046 is located in Nevada, USA and the Copper Chest Project valued at $Nil is located in Newfoundland, Canada.
17. Subsequent Events
On July 18, 2025, the company announced that it has filed a prospectus supplement dated July 17, 2025 (the "Prospectus Supplement") to its short form base shelf prospectus dated May 29, 2025 (the "Shelf Prospectus") to qualify the distribution of securities underlying 15,187,293 special warrants (the "Special Warrants") issued by the Company on June 27, 2025. The Prospectus Supplement qualifies the distribution of 15,187,293 common shares (each a "Common Share") and 15,187,293 common share purchase warrants (each a "Warrant") comprising the units of the Company issuable on the exercise or deemed exercise of the Special Warrants in the Provinces of British Columbia, Alberta, and Ontario. Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $0.32. On July 22, 2025, the Company issued 15,187,293 common shares upon the conversion of the special warrants issued on June 27, 2025 (Note 8).
On July 15, 2025, the Company issued 250,000 common shares for proceeds of $62,500 pursuant to the exercise of share purchase warrants.
On July 16, 2025, the Company issued 327,000 common shares for proceeds of $81,750 pursuant to the exercise of share purchase warrants.
On July 17, 2025, the Company issued 625,000 common shares for proceeds of $156,250 pursuant to the exercise of share purchase warrants.
On July 21, 2025, the Company issued 564,000 common shares for proceeds of $141,000 pursuant to the exercise of share purchase warrants.
On July 23, 2025, the Company issued 636,000 common shares for proceeds of $159,000 pursuant to the exercise of share purchase warrants.
On August 13, 2025, the Company issued 150,000 common shares pursuant to the settlement of restricted share units.
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GIANT MINING CORP.
Notes to the Consolidated Financial Statements
Years Ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
- Subsequent Events (continued)
On September 30, 2025, the Company entered into an equity distribution agreement dated September 29, 2025 (the "Distribution Agreement") with Haywood Securities Inc. ("Haywood" or the "Agent"). Under the Distribution Agreement, the Company will be entitled, at its discretion and from time-to-time during the term of the Distribution Agreement, to sell, through Haywood, as sole and exclusive placement agent, such number of common shares of the Company (the "Common Shares") having an aggregate gross sales price of up to $5 million (the "ATM Offering"). Sales of the Common Shares will be made through "at-the-market distributions", as defined in National Instrument 44-102 – Shelf Distributions, directly on the Canadian Securities Exchange (the "CSE") or, if any, other recognized Canadian "marketplace" within the meaning of National Instrument 21-101 – Marketplace Operations where the Common Shares are listed, quoted or otherwise traded. The volume and timing of distributions under the ATM Offering, if any, will be determined in the Company's sole discretion. The Common Shares will be distributed at market prices or prices related to prevailing market prices from time to time.
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