AI assistant
Generation Mining Limited — Annual Report 2026
Mar 31, 2026
47559_rns_2026-03-30_ba8d1775-1491-431d-a5a3-41d413f24d33.pdf
Annual Report
Open in viewerOpens in your device viewer
==> picture [387 x 31] intentionally omitted <==
Consolidated Financial Statements For the Years Ended December 31, 2025 and 2024 (expressed in Canadian dollars)
==> picture [191 x 15] intentionally omitted <==
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING
The accompanying consolidated financial statements of Generation Mining Limited (the "Company") are the responsibility of the management and the Board of Directors of the Company.
The consolidated financial statements have been prepared by management, on behalf of the Board of Directors, in accordance with the accounting policies disclosed in the notes to the consolidated financial statements. Where necessary, management has made informed judgments and estimates in accounting for transactions which were not complete at the statement of financial position date. In the opinion of management, the consolidated financial statements have been prepared within acceptable limits of materiality and are in accordance with International Financial Reporting Standards using accounting policies consistent with International Financial Reporting Standards appropriate in the circumstances.
Management has established systems of internal control over the financial reporting process, which are designed to provide reasonable assurance that relevant and reliable financial information is produced.
The Board of Directors is responsible for reviewing and approving the consolidated financial statements together with other financial information of the Company and for ensuring that management fulfills its financial reporting responsibilities. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process and the consolidated financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the consolidated financial statements together with other financial information of the Company for issuance to the shareholders.
Management recognizes its responsibility for conducting the Company’s affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.
“Jamie Levy” (signed)
President and Chief Executive Officer
“Brian Jennings” (signed) Chief Financial Officer
2
==> picture [130 x 69] intentionally omitted <==
INDEPENDENT AUDITOR'S REPORT
To the Shareholders of Generation Mining Limited
Opinion
We have audited the consolidated financial statements of Generation Mining Limited (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2025 and 2024, and the consolidated statements of loss and comprehensive loss, changes in shareholders' equity (deficiency) and 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 December 31, 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 audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 for the year ended December 31, 2025. 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.
Valuation of Precious Metals Purchase Agreement
Refer to Note 3 - Material and Future Accounting Policies, Note 4 - Financial Risk Factors and Fair Value, and Note 15 - Precious Metals Purchase Agreement to the consolidated financial statements.
The Company has a a precious metals purchase agreement which management has classified as a financial liability at fair value through profit and loss. At December 31, 2025, the financial liability was valued at $79,143,812, and management recorded a change in fair value of the liability of $24,040,401 during the year in net loss and comprehensive loss. Management developed an internal model to determine the fair value of the liability.
We considered this a key audit matter due to the significance of its value in the consolidated financial statements and the heightened complexity, estimation uncertainty, and management judgment required in making significant assumptions used in determining fair value. In addition, significant auditor judgment and the involvement of professionals with specialized skills and knowledge were required in evaluating the results of our audit procedures
==> picture [548 x 39] intentionally omitted <==
==> picture [548 x 70] intentionally omitted <==
How our audit addressed the Key Audit Matter
-
Engaging the assistance of professionals with specialized skill and knowledge in the field of financial instrument valuations who evaluated the valuation methodology and the discount rate.
-
Evaluating key inputs to the valuation model including commodities forward prices, foreign exchange forward rates and the amount and timing of expected production through external market data and assessment of information from management's expert.
Other Information
Management is responsible for the other information. The other information comprises the Management's Discussion and Analysis.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
We obtained Management Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards 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 purpose of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor's report is Stephen McCourt.
==> picture [231 x 52] intentionally omitted <==
Chartered Professional Accountants Licensed Public Accountants March 30, 2026 Toronto, Ontario
==> picture [191 x 15] intentionally omitted <==
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian dollars)
| December 31, 2025 | December 31, 2025 | December 31, 2024 | December 31, 2024 | |
|---|---|---|---|---|
| Assets | ||||
| Current: | ||||
| Cash and cash equivalents | $ | 10,036,091 | $ | 5,525,287 |
| Receivables (note 12) | 322,467 | 254,858 | ||
| Prepaid expenses and securitydeposits | 201,089 | 221,290 | ||
| 10,559,647 | 6,001,435 | |||
| Non-Current: | ||||
| Restricted cash and cash equivalents (note 9) | 38,229 | 38,229 | ||
| Land, buildings and equipment (note 7) | 677,745 | 772,428 | ||
| Right-of-use assets (note 9) | 241,080 | 53,047 | ||
| Security deposits | 80,000 | 80,000 | ||
| Investment in associate(note 8) | 780,545 | 1,404,375 | ||
| 1,817,599 | 2,348,079 | |||
| Total Assets | $ | 12,377,246 | $8,349,514 | |
| Liabilities | ||||
| Current: | ||||
| Accounts payable and accrued liabilities (note 10) | $ | 2,167,813 | $ 1,417,113 | |
| Lease liability (note 9) | 1,138,053 | 1,539,217 | ||
| 3,305,866 | 2,956,330 | |||
| Non-Current: | ||||
| Precious metals purchase agreement (note 15) | 79,143,812 | 55,103,411 | ||
| Lease liability (note 9) | 146,840 | 70,825 | ||
| Total Liabilities | 82,596,518 | 58,130,566 | ||
| Shareholders’ Equity (Deficiency) | ||||
| Capital stock (note 11) | 90,364,753 | 80,733,587 | ||
| Reserve for warrants and share-based payments (note 11) | 6,310,338 | 8,296,671 | ||
| Accumulated other comprehensive loss (note 15) | (2,602,649) | (2,602,649) | ||
| Deficit | (164,291,714) | (136,208,661) | ||
| Total Shareholders’ Equity (Deficiency) | (70,219,272) | (49,781,052) | ||
| Total Liabilities and Shareholders’ Equity (Deficiency) | $ | 12,377,246 | $8,349,514 |
Nature of operations (note 1) Commitments and contractual obligations (note 14) Subsequent events (note 16)
Approved on behalf of the Board of Directors on March 30, 2026
(signed) “ Jamie Levy” , Director
(signed) “ Rebecca Hudson ”, Director
The accompanying notes are an integral part of the consolidated financial statements.
3
==> picture [191 x 15] intentionally omitted <==
CONSOLIDATED STATEMENTS OF LOSS & COMPREHENSIVE LOSS
(Expressed in Canadian dollars)
| Year | Ended December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Expenses | ||
| Acquisition, exploration and evaluation expenditures (note 6) | $4,568,079 | $8,526,242 |
| Share-based compensation (note 11) | 1,984,800 | 1,228,121 |
| Audit, legal and advisory fees | 1,002,686 | 296,056 |
| Management and corporate administration | 839,128 | 1,180,964 |
| Shareholder and investor communications | 683,001 | 246,168 |
| Occupancy cost (note 9) | 88,003 | 88,929 |
| Interest(note 9) | 170,513 | 287,957 |
| (9,336,210) | (11,854,437) | |
| Other Income (Expenses) | ||
| Fair value loss on financial liability (note 15) | (24,040,401) | (10,371,661) |
| Gain on lease modification (note 9) | 142,065 | 253,347 |
| Flow-through share premium recovery (note 11) | - | 387,120 |
| Share of loss in equity accounted investment (note 8) | (623,830) | (700,304) |
| Interest (loss) income | (8,060) | 670,409 |
| Foreign exchange(loss) gain | 922 | (4,594) |
| Net Loss and Comprehensive Loss | $(33,865,514) | $(21,620,120) |
| Loss per share: | ||
| Basic and diluted loss per share | $(0.13) | $(0.09) |
| Weighted averagenumberofcommonshares outstanding | 253,608,365 | 236,443,964 |
The accompanying notes are an integral part of the consolidated financial statements.
4
==> picture [191 x 15] intentionally omitted <==
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIENCY) (Expressed in Canadian dollars)
| Capital stock | ||||||
|---|---|---|---|---|---|---|
| Accumulated | Reserve for | |||||
| other | warrants and | |||||
| Capital Stock | comprehensive | share-based | Accumulated | Total | ||
| Shares | Amount | loss | payments | deficit | Deficiency | |
| Balance, December 31, 2023 | 236,053,408 | $80,429,321 | $(2,602,649) | $7,372,816 | $(114,588,541) | $(29,389,053) |
| Fair value of options vested | - | - | - | 321,387 | - | 321,387 |
| Fair value of RSUs and DSUs vested | - | - | - | 906,734 | - | 906,734 |
| Issued on redemption of RSUs and | 938,698 | 304,266 | - | (304,266) | - | - |
| DSUs | ||||||
| Net loss and comprehensive loss for the | - |
- | - | - | (21,620,120) | (21,620,120) |
| year | ||||||
| Balance, December 31, 2024 | 236,992,106 | $80,733,587 | $(2,602,649) | $8,296,671 | $(136,208,661) | $(49,781,052) |
| Capital stock | ||||||
|---|---|---|---|---|---|---|
| Accumulated | Reserve for | |||||
| other | warrants and | |||||
| comprehensive | share-based | Accumulated | Total | |||
| Shares | Amount | loss | payments | deficit | Deficiency | |
| Balance, December 31, 2024 | 236,992,106 | $80,733,587 | $(2,602,649) | $8,296,671 | $(136,208,661) | $(49,781,052) |
| Issued for cash through private | ||||||
| placement | 31,082,200 | 11,500,414 | - | - | - | 11,500,414 |
| Share issue cost | - | (746,286) | - | - | - | (746,286) |
| Fair value of warrants issued through | ||||||
| private placement | - | (2,331,165) | - | 2,331,165 | - | - |
| Fair value of options vested | - | - | - | 531,211 | - | 531,211 |
| Fair value of RSUs and DSUs vested | - | - | - | 1,453,589 | - | 1,453,589 |
| Issued on redemption of warrants | 730,497 | 440,266 | - | (87,143) | - | 353,123 |
| Issued on redemption of options | 866,899 | 549,654 | (214,411) | 331,371 | ||
| Issued on redemption of RSUs and | ||||||
| DSUs | 671,834 | 218,283 | - | (218,283) | - | 3,872 |
| Fair value of options expired | - | - | - | (5,782,461) | 5,782,461 | - |
| Net loss and comprehensive loss for the | - | - | - | - | (33,865,514) | (33,865,514) |
| year | ||||||
| Balance, December 31, 2025 | 270,343,536 | $90,364,753 | $(2,602,649) | $6,310,338 | $(164,291,714) | $(70,219,272) |
The accompanying notes are an integral part of the consolidated financial statements.
5
CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in Canadian dollars)
==> picture [191 x 15] intentionally omitted <==
| Year Ended December 31, | ||
|---|---|---|
| 2025 2024 |
||
| Operating Activities: Net loss for the year Add (deduct) items not affecting cash: Share-based compensation Flow-through share premium recovery (note 11) Gain on lease modification (note 9) Depreciation of buildings and equipment (note 7) Depreciation of right of use asset (note 9) Loss on revaluation of financial liability (note 15) Share of (income) loss in equity accounted investment (note 8) Write-off of Hycroft security deposit Changes in non-cash working capital: Receivables Prepaid expenses and other Accountspayable and accrued liabilities |
$(33,865,514) $(21,620,120) 1,984,800 1,228,121 - (387,120) (142,065) (253,347) 94,683 94,683 91,025 284,026 24,040,401 10,371,661 623,830700,304 - 146,229 (67,609) (129,967) 20,201 (84,728) 750,700 (529,393) |
|
| Cash used in operating activities | (6,469,548) (10,179,651) |
|
| Investing Activities: Purchase of equipment |
- (23,517) |
|
| Cash used in investing activities | - (23,517) |
|
| Financing Activities: Net proceeds from issuance of units Proceeds from exercise of warrants Proceeds from exercise of options, RSUs and DSUs Repayment of lease liability |
10,754,128 - 353,123 - 335,243 (462,142) (729,508) |
|
| Cashprovided from(used in) financing activities | 10,980,352 (729,508) |
|
| Increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year |
4,510,804 (10,932,676) 5,525,287 16,457,963 |
|
| Cash and cash equivalents at end ofyear | $10,036,091 $5,525,287 | |
| Cash and cash equivalents are comprised of: Cash in Bank Guaranteed Investment Certificates |
$1,485,606$474,802 8,550,4855,050,485 |
|
| $10,036,091$5,525,287 |
The accompanying notes are an integral part of the consolidated financial statements.
6
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian dollars)
==> picture [191 x 16] intentionally omitted <==
1. NATURE OF OPERATIONS:
Generation Mining Limited (“Generation Mining” or the “Company”) is an exploration and development company with various property interests throughout Canada. The Company was incorporated on January 11, 2018 under the Business Corporations Act (Ontario). On May 28, 2019, the Company incorporated a wholly owned subsidiary, Generation PGM Inc. (“Generation PGM”), to operate the Marathon property (“Marathon Property”) (note 6). The Company’s registered office is located at 100 King Street West, Suite 7010, Toronto, Ontario M5X 1B1. The Company’s shares are listed on the Toronto Stock Exchange (the “TSX”) under the symbol GENM, and on the OTC Markets (the “OTCQB”) under the symbol GENMF.
The business of mining and exploration for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in future profitable mining operations. The Company’s continued existence is dependent upon the discovery of economically recoverable ore reserves, the ability of the Company to obtain necessary financing to explore and develop potential ore reserves or by way of entering into joint venture arrangements, future profitable production, or alternatively, upon the Company’s ability to dispose of its interests on an advantageous basis.
Although the Company has taken steps to verify title to properties on which it is conducting exploration and in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements, non-compliance with regulatory requirements or aboriginal land claims.
7
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian dollars)
==> picture [191 x 16] intentionally omitted <==
2. BASIS OF PREPARATION AND PRESENTATION:
Statement of compliance
The consolidated financial statements have been prepared in accordance with International Accounting Standards (“IAS”) using accounting policies consistent with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”).
These annual consolidated financial statements were authorized and approved for issue by the Board of Directors on March 30, 2026.
Consolidation
These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Generation PGM Inc. The financial statements of the subsidiary are included in the consolidated financial statements from the date that control commences until the date that control ceases. The Company’s subsidiary is wholly owned and all inter-company balances, transactions, including income and expenses arising from inter-company transactions are eliminated in preparing the consolidated financial statements.
Basis of Presentation
The consolidated financial statements are prepared on the historical cost basis except for certain assets and liabilities which are measured at their fair values, as explained in the relevant accounting policies.
Functional and Presentation Currency
The consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company and its subsidiary. Transactions in foreign currencies are translated to the functional currency at the rate on the date of the transactions and monetary balances are translated to the functional currency at the rate on the balance sheet date.
8
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian dollars)
==> picture [191 x 16] intentionally omitted <==
3. MATERIAL AND FUTURE ACCOUNTING POLICIES:
Material Accounting Estimates and Judgements
The preparation of these consolidated financial statements requires management to make judgements and form assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its judgements in relation to assets, liabilities, revenue and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgements. The preparation of consolidated financial statements in conformity with IFRS requires that management use judgement in applying its accounting policies, making estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and related notes to the consolidated financial statements. Actual results may differ from those estimates.
Significant estimates and judgements used in the preparation of these consolidated financial statements include the following. Actual results could differ from management’s best estimates.
a) Fair value of equity instruments
The Company uses the Black-Scholes option pricing model to determine the fair value of warrants and options issued. Option pricing models require the use of highly subjective estimates and assumptions including the expected volatility used. Changes in the underlying assumptions can materially affect the fair value estimates
b) Income taxes
The interpretation of existing tax laws or regulations in Canada where the Company’s operations are located requires the use of judgement. Differing interpretation of these laws or regulations could result in an increase in the Company’s taxes, or other government charges, duties or impositions. In addition, the recoverability of deferred income tax assets, including expected periods of reversal of temporary differences and expectations of future taxable income, are assessed by management at the end of each reporting period.
c) Precious metals streaming agreement
The Company has applied significant judgment in determining that the appropriate accounting of the obligation represents a financing contract with embedded derivatives. The value of the embedded derivatives changes in response to various factors, such as metal prices and the economic output of the underlying mines.
- d) Determination of technical feasibility and commercial viability
The determination of technical feasibility, whether the Company has entered the development phase and commercial viability of a mineral property requires significant judgement and takes into account, among other factors, a combination of the extent to which mineral reserves or mineral resources have been defined in a definitive feasibility study, the results of any optimization studies and further technical evaluation carried out to mitigate project risks identified in the definitive feasibility study, the status of environmental permits, and the status of mining leases or permits.
e) Determination of decommissioning liabilities
The Company has determined that there are no decommissioning liabilities due to the stage of development of the Company. No formal development decision has been made.
9
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian dollars)
==> picture [191 x 16] intentionally omitted <==
3. MATERIAL AND FUTURE ACCOUNTING POLICIES (continued):
Material Accounting Estimates and Judgements (continued):
- f) Going Concern
The Company applies judgement in assessing whether material uncertainties exist that would cause doubt as to whether the company could continue as a going concern. The assessment of the Company’s ability to continue as a going concern and to execute its strategy by funding future working capital requirements involves judgement. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Land, Buildings and Equipment
On the initial recognition, land, building and equipment are valued at cost, being the purchase price and directly attributable costs of acquisition. Land, buildings and equipment are subsequently measured at cost less accumulated depreciation, less any accumulated impairment losses. When parts of an item of land, buildings and equipment have different useful lives, they are accounted for as separate items of land, buildings and equipment. Gains and losses on disposal of an item are determined by comparing the proceeds from disposal with the carrying cost amount and are recognized net within other income in the statement of profit or loss.
The Company reviews and evaluates its long-lived assets for indicators of impairment at the end of each reporting period. For the purpose of measuring recoverable amounts, assets are grouped at the lowest levels for which there are separately identifiable cash flows. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount.
Depreciation is recognized in profit or loss and buildings and equipment are amortized over their estimated useful lives using the following methods:
Buildings 10 years straight-line Vehicles & Equipment 2-5 years straight-line
Leases
The Company applies IFRS 16 Leases which requires the recognition of lease contracts, with exceptions for certain short-term leases and leases of low-value assets, on a lessee’s statement of financial position as a ‘right-of-use asset’ and a lease liability reflecting future lease payments. In addition, the lease payments are required to be presented on the statement of cash flow within operating and financing activities for the interest and principal portions, respectively. The interest payments associated with these leases are charged directly to the statement of comprehensive income (loss).
The lease liability is initially recognized as the present value of future lease payments discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s applicable incremental borrowing rate. The incremental borrowing rate is the rate which the Company would have to pay to borrow, over a similar term and with a similar security, the funds necessary to obtain an asset of similar value to the right-of-use asset. The lease liability is subsequently measured by reducing the carrying amount to reflect lease payments made and to reflect any reassessments or modifications. Variable lease payments not included in the initial measurement of the lease liability are charged directly to the statement of comprehensive income (loss).
10
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian dollars)
==> picture [191 x 16] intentionally omitted <==
3. MATERIAL AND FUTURE ACCOUNTING POLICIES (continued):
The right-of-use asset is initially measured at cost, which comprises the amount of the initial measurement of the lease liability and any lease payments made at or before the commencement date. The right-of-use asset is subsequently measured at cost less accumulated depreciation and any accumulated impairment losses and adjusted for any remeasurement of the lease liability. Right-of-use assets are depreciated on a straight-line basis over the term of the lease.
Cash and Cash Equivalents
Cash and cash equivalents comprise cash and short-term deposits in banks that are readily convertible to known amounts of cash and with original maturities of three months or less.
Mineral Properties: Acquisition, Exploration and Evaluation Expenditures
Acquisition, exploration and evaluation expenditures incurred prior to the establishment of technical feasibility and commercial viability of extracting mineral resources are charged to the statement of loss and comprehensive loss as incurred. Currently, all acquisition, exploration and evaluation expenditures are expensed as incurred. The Company may occasionally enter into transfer-out arrangements, whereby the Company will transfer part of a mineral interest, as consideration, for an agreement by the transferee to meet certain exploration and evaluation expenditures that would have otherwise been undertaken by the Company. The Company does not record any expenditures made by the transferee on its behalf. Any cash consideration received from the agreement is recorded as a gain in the statement of loss and comprehensive loss.
Income Taxes
Income tax on the profit or loss for the period presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.
Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.
Deferred tax is recorded for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred income taxes are recorded to recognize tax benefits only to the extent, based on available evidence, that it is probable that they will be realized. The following temporary differences are not provided for: goodwill not deductible for tax purposes; and the initial recognition of assets or liabilities that do not constitute a business and that affect neither accounting nor taxable loss.
The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates expected to be applied to temporary differences which may reverse, based on tax laws, enacted or substantively enacted at the statement of financial position date.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
11
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian dollars)
==> picture [191 x 16] intentionally omitted <==
3. MATERIAL AND FUTURE ACCOUNTING POLICIES (continued):
Investment in Associate
An associate is an entity over which the Company has significant influence. Significant influence is the ability to participate in the financial and operating policy decisions of the investee without having control or joint control over those policies. In general, significant influence is presumed to exist when the Company has between 20% and 50% of voting power unless it can be clearly demonstrated that the Company does not have significant influence. The Company accounts for its investment in associate using the equity method from the effective date of commencement of significant influence until the date that the Company ceases to have significant influence. In accordance with the equity method, the Company’s investment in associate is initially recognized at cost and subsequently decreased or increased to recognize the Company's share of net earnings/loss and other comprehensive earnings/loss of the associate and any impairment loss after initial recognition as well as being reduced by any dividends received from the associate.
Share-based Payments
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in the share-based payments note (see note 11).
For options to employees, the fair value is measured using the Black-Scholes option pricing model, at the grant date and each tranche is recognized on a graded-vesting basis over the period in which the options vest. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to reserve for share-based payments.
Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counter party renders the service.
For those options that expire after vesting, the recorded value is transferred to retained earnings (deficit). For options that are exercised, the recorded value, along with the exercise proceeds are recorded as capital stock.
RSUs and PSUs are awarded to executives and are measured at fair value, which is determined based on the closing stock price of the Company at the grant date. The fair value of the estimated number of RSUs awarded, that are expected to vest, is recognized as share-based compensation expense over the vesting period of the RSUs and PSUs with a corresponding amount recorded in reserve for share based payments.
DSUs awarded to non-executive directors will be settled in equity and are measured at the fair value which is determined based on the closing stock price of the Company at the grant date. The total amount is recognized as an expense at the grant date with the corresponding credit recognized in reserve for share based payments.
The Omnibus Equity Incentive Plan allows for RSUs, PSUs, and DSUs to be settled in cash or equity at the election of the Company’s Board of Directors. The Board of Directors expectation at this time is that all settlements will be in the form of equity.
Basic and Diluted Earnings (Loss) per Share
Basic earnings (loss) per share is based on the weighted average number of common shares of the Company outstanding during the period. The diluted earnings (loss) per share reflects the potential dilution of common share equivalents, such as outstanding share options, RSU’s, PSUs, DSU’s and warrants, in the weighted average number of common shares outstanding during the period, if dilutive.
12
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian dollars)
==> picture [191 x 16] intentionally omitted <==
3. MATERIAL AND FUTURE ACCOUNTING POLICIES (continued):
Share Issuance Costs
Professional, consulting, regulatory fees and other costs that are directly attributable to the issuance of shares are charged to capital stock when the related shares are issued, net of any tax effects. Transaction costs of abandoned equity transactions are recognized in the statement of comprehensive income (loss).
Flow-through Shares
Upon the issuance of flow-through shares, the Company records the initial proceeds to capital stock, net of any flow-through premium. A liability on the statement of financial position represents a premium if the financing price is in excess of the market share price for a common share without the flow-through feature on the date of the flow-through share financing. The liability pertaining to the premium is recognized in the statement of comprehensive income (loss) as flow-through share premium recovery upon renunciation of the tax benefit of the expenditures to investors. The Company renounces the tax benefits of the expenditures to investors upon filing the necessary paperwork to renounce with the tax authorities.
Warrants
Proceeds from unit placements are allocated between capital stock and warrants issued by calculating the value of the warrants using the Black-Scholes option pricing model with the residual being allocated to capital stock. The fair value of the capital stock component is credited to capital stock and the value of the warrant component is credited to reserve for warrants account. Upon exercise of the warrants, consideration paid by the warrant holder together with the amount previously recognized in the reserve for warrants account is recorded as an increase to capital stock. For those warrants that expired unexercised, the recorded value is transferred to retained earnings (deficit).
Provisions
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The expense relating to any provision is presented in the statement of comprehensive income (loss), net of any reimbursement unless the provision relates to reclamation obligations as described below. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Reclamation Obligations
A legal or constructive obligation to incur restoration, rehabilitation, and environmental costs may arise when environmental disturbance is caused by the exploration, development, or ongoing production of a mineral property interest. The Company’s exploration activities are subject to various governmental laws and regulations relating to the protection of the environment. These environmental regulations are continually changing and are generally becoming more restrictive.
The fair value of the liability for a reclamation obligation is recorded when it is incurred and the corresponding increase to the property and equipment asset or acquisition, evaluation and exploration expense depending if the related property has achieved technical feasibility and commercial validity. The liability is increased over time to reflect an accretion element considered in the initial measurement.
13
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian dollars)
==> picture [191 x 16] intentionally omitted <==
3. MATERIAL AND FUTURE ACCOUNTING POLICIES (continued):
Financial Instruments
Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of a financial instrument. Financial assets and financial liabilities are initially measured at fair value. Financial assets are classified into one of the following specified categories: amortized cost, fair value through profit or loss (“FVTPL”) or fair value through other comprehensive income (“FVOCI”). Two criteria are used to determine how financial assets should be classified and measured: (a) the Company’s business model for managing the financial assets; and (b) the contractual cash flow characteristics of the financial assets.
The Company’s financial instruments are classified and subsequently measured as follows:
Asset / liability Classification Measurement Model Cash and cash equivalents Amortized cost Amortized cost Restricted cash and cash equivalents Amortized cost Amortized cost Receivables Amortized cost Amortized cost Accounts payable and accrued liabilities Amortized cost Amortized cost Lease liability Amortized cost Amortized cost Precious metals purchase agreement FVTPL Fair Value
Financial instruments recorded at fair value
Financial instruments recorded at fair value on the statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in marking 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 within Level 1. Derivative instruments in this category are valued using models or standard valuation techniques derived from observable market inputs;
-
Level 3 – valuation techniques using inputs that are less observable, unavailable or where the observable data does not support a significant portion of the instruments fair value
The Company has a precious metals purchase agreement with Wheaton Precious Metals Corp. (“Wheaton”). The precious metals purchase agreement is classified as Level 3 for fair value. For accounting purposes, the Company has determined that this obligation represents a financing contract with embedded derivatives. The value of the embedded derivatives changes in response to various factors, such as metal prices and the economic output of the underlying mines. The Company has designated the payments received from Wheaton as a financial liability at FVTPL, with initial and subsequent measurement at fair value, as permitted under IFRS 9. Fair value of the non-current derivative financial liability on initial recognition was determined by the amount of the payments received. Subsequent fair value is calculated on each reporting date with gains and losses recorded in net earnings, except changes in the Company’s own credit risk which are recorded in Other Comprehensive Income. Fair value adjustments are recorded in the consolidated statement of comprehensive loss, as required by IFRS 9 for financial liabilities designated as at FVTPL. Components of the adjustment to fair value for the noncurrent derivative financial liability at each reporting date include:
14
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian dollars)
==> picture [191 x 16] intentionally omitted <==
3. MATERIAL AND FUTURE ACCOUNTING POLICIES (continued):
| Financial Instrument | Components of the adjustment to fair value |
|---|---|
| Wheaton Precious Metals Stream obligation |
• Accretion expense • Change in the risk-free interest rate • Change in the amount or timing of any expected ounces to be delivered • Change in future metal prices • Change in future foreign exchange assumptions • Change in the Company specific credit spread |
Future Accounting Changes
Certain new standards, interpretations, amendments and improvements to existing standards were issued by the IASB or IFRS Interpretation Committee that are not yet effective for the relevant reporting periods. Updates that are not applicable or are not consequential to the Company have been excluded therefrom. The Company is in the process of evaluating the impact on its consolidated financial statements.
New Accounting Pronouncements
IFRS 18, Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements (“IFRS 18”), which is intended to give investors more transparent and comparable information about companies’ financial performance, thereby enabling better investment decisions. IFRS 18 introduces new sets of requirements to improve companies’ reporting of financial performance and give investors a better basis for analyzing and comparing companies through:
-
Improved comparability in the statement of income;
-
Enhanced transparency of management-defined performance measures; and
-
More useful grouping of information in the financial statements.
IFRS 18 also requires companies to provide more transparency about operating expenses, helping investors to find and understand the information they need. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, but companies can apply it earlier. IFRS 18 replaces IAS 1, however, it carries forward many requirements from IAS 1 unchanged. The Company is in the process of assessing the impact upon adoption of this standard on its consolidated financial statements.
Amendments to IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosures
In May 2024, the IASB issued amendments to the classification and measurement requirements in IFRS 9. The amendments will address diversity in accounting practice by making the requirements more understandable and consistent. These include:
• Clarifying the classification and assessment of contractual cash flows of financial assets including those arising from environmental, social and corporate governance (“ESG”)-linked features.
• Settlement of liabilities through electronic payment systems - the amendments clarify the date on which a financial asset or financial liability is derecognized. The IASB also decided to develop an accounting policy option to allow a company to derecognize a financial liability before it delivers cash on the settlement date if specified criteria are met.
With these amendments, the IASB has also introduced additional disclosure requirements to enhance transparency for investors regarding investments in equity instruments designated at FVOCI and financial instruments with contingent features, for example features tied to ESG-linked targets. The amendments are effective for annual reporting periods beginning on or after January 1, 2026. The Company expects no impact upon adoption of these amendments on its consolidated financial statements.
15
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian dollars)
==> picture [191 x 16] intentionally omitted <==
4. FINANCIAL RISK FACTORS AND FAIR VALUE:
The Company manages its exposure to a number of different financial risks arising from operations as well as from the use of financial instruments, including market risks (foreign currency exchange rate, interest rate and other price risk), credit risk and liquidity risk, through its risk management strategy. The objective of the strategy is to support the delivery of the Company's financial targets while protecting its future financial security and flexibility. Financial risks are primarily managed and monitored through operating and financing activities. The Company does not use derivative financial instruments. The financial risks are evaluated regularly with due consideration to changes in key economic indicators and up-to-date market information. The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below.
Credit Risk
Credit risk is the financial risk of non-performance of a contracted counter party. The Company's credit risk is primarily attributable to cash and cash equivalents, restricted cash and cash equivalents, and receivables. The Company reduces its credit risk by maintaining its cash with a Canadian chartered bank. The Company’s maximum exposure to credit risk as at December 31, 2025 is the carrying value of cash and cash equivalents, restricted cash and cash equivalents and receivables. The credit risk on receivables is deemed low as the majority is related to HST receivable.
Liquidity Risk
Liquidity risk encompasses the risk that the Company cannot meet its financial obligations in full. The Company's main source of liquidity is its cash. These funds are primarily used to finance working capital, exploration expenditures, capital expenditures, and acquisitions. The Company manages its liquidity risk by regularly monitoring its cash flows used in operating activities and holding adequate amounts of cash. As at December 31, 2025, the Company has current assets of $10,559,647 (December 31, 2024 - $6,001,435) to cover current liabilities of $3,305,866 (December 31, 2024 - $2,956,330). The current assets include cash and cash equivalents, receivables, prepaid expenses and security deposits. The Company also manages liquidity risk on the basis of expected maturity dates.
16
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian dollars)
==> picture [191 x 16] intentionally omitted <==
4. FINANCIAL RISK FACTORS AND FAIR VALUE (continued):
The following table analyzes financial liabilities by remaining contractual maturity (contractual and undiscounted cash flows).
| Undiscounted | Undiscounted | Accounts payable and | Accounts payable and | |||
|---|---|---|---|---|---|---|
| lease | liability – | accrued liabilities | Total | |||
| base | contract | |||||
| Less than 1 year | $ | 1,299,998 |
$ | 2,167,813 | $ | 3,467,811 |
| 1-5 years | 122,285 | - | 122,285 | |||
| Balance at December 31, 2025 | $ | 1,422,283 | $ | 2,167,813 | $ | 3,590,096 |
Market Risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rate, foreign exchange rates, and commodity and equity prices affecting its cash and cash equivalents, and receivables.
Foreign Currency Risk
Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of a change in foreign exchange rates. The Company has no significant exposure to foreign currency exchange risk as it has no significant transaction balances denominated in a foreign currency.
Interest Rate Risk
Interest rate risk is the risk borne by an interest-bearing asset or liability as a result of fluctuations in interest rates. The Company has no significant exposure to interest rate risk as it has no material interest bearing assets or liabilities. Lease liabilities are calculated using a fixed rate and therefore, there is no significant risk.
Other Price Risk
Other price risk is the risk that the value of financial instruments will fluctuate as a result of changes in market prices, whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.
Precious Metal Purchase Agreement Fair Value Risk
The Company has a Precious Metal Purchase Agreement (“PMPA”) with Wheaton Precious Metals Corp. (“Wheaton”). The Company is subject to movements in the fair value measurement of the financial liability. The movements in fair value during the period can be material.
Fair Value
The carrying value of cash and cash equivalents, restricted cash and cash equivalents, receivables, accounts payable and accrued liabilities and lease liabilities are considered to be representative of their fair value due to their short-term nature.
Financial liability associated with the Company’s precious metal purchase agreement is recorded at fair value and classified as Level 3 in the fair value hierarchy as some of the inputs do not have observable or corroborated market data. The fair value of the stream obligation is calculated using the risk-free interest rate derived from the Bank of Canada long term treasury rate, consensus metal prices, company specific credit spread based on various debt term sheets received and expected gold and platinum ounces to be delivered from the current life of mine plan for the Marathon Project. See note 15 for further details.
17
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian dollars)
==> picture [191 x 16] intentionally omitted <==
5. CAPITAL MANAGEMENT:
The Company manages its capital structure and makes adjustments to it, based on the funds required and available to the Company, in order to support the acquisition, exploration and development of mineral properties. As at December 31, 2025, the Company’s capital consists of shareholders’ deficiency in the amount of $70,219,272 (December 31, 2024 shareholder’s deficiency - $49,781,052). The Board of Directors does not establish quantitative return on capital criteria for the Company, 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 an interest 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 and future exploration and pay for administrative costs, the Company intends to raise additional amounts of working capital as needed although there is no guarantee this can be done on commercially suitable terms. The Company may continue to assess new properties and seek to acquire an interest in additional properties if 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. The Company is not subject to externally imposed capital requirements. There was no change in the year to the Company’s approach to managing capital.
18
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian dollars)
==> picture [191 x 16] intentionally omitted <==
6. MINERAL PROPERTIES AND AGREEMENTS
Mineral Property Expenditures:
Below are the acquisition, exploration and evaluation expenditures for the years ended December 31, 2025 and 2024.
| Year | ended | |
|---|---|---|
| 2025 | 2024 | |
| Marathon | $ 4,568,079 | $ 8,526,242 |
| Total mineralproperty expenditures | $ 4,568,079 | $ 8,526,242 |
Below are the cumulative acquisition, exploration and evaluation expenditures as at December 31, 2025 and 2024.
| Cumulative December 31, 2024 |
Acquisition Exploration and Cumulative |
|---|---|
December 31, evaluation |
|
| 2025 |
|
| Darnley Bay $ 576,941 Marathon 100,407,572 |
$ - $ - $ 576,941 - 4,568,079 104,975,651 |
| Total expenditures in the year 100,984,513 Mineral properties acquired 1,216,848 |
- 4,568,079 105,552,592 - - 1,216,848 |
| Total mineral property expenditures $102,201,361 |
$ - $ 4,568,079 $106,769,440 |
| Cumulative December 31, 2023 |
Acquisition Evaluation and Cumulative |
|---|---|
December 31, exploration |
|
| 2024 |
|
| Darnley Bay $ 576,941 Marathon 91,881,330 |
$ - $ - $ 576,941 - 8,526,242 100,407,572 |
| Total expenditures in the year 92,458,271 Mineral properties acquired 1,216,848 |
- 8,526,242 100,984,513 - - 1,216,848 |
| Total mineral property expenditures $ 93,675,119 |
$ - $ 8,526,242 $ 102,201,361 |
19
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian dollars)
==> picture [191 x 16] intentionally omitted <==
7. LAND, BUILDINGS AND EQUIPMENT:
| Land and buildings(1) | Land and buildings(1) | Vehicles & | Total | |||
|---|---|---|---|---|---|---|
| Equipment | ||||||
| Cost | ||||||
| As at December 31, 2023 | $ | 1,067,810 | $ | 68,494 | $ | 1,136,304 |
| Additions | - | 23,517 | 23,517 | |||
| As at December 31, 2024 | $ | 1,067,810 | $ | 92,011 | $ | 1,159,821 |
| Additions | - | - | - | |||
| As at December 31, 2025 | $ | 1,067,810 | $ | 92,011 | $ | 1,159,821 |
| Accumulated depreciation | ||||||
| As at December 31, 2023 | $ | 263,916 | $ | 28,794 |
$ | 292,710 |
| Depreciation expense | 76,281 | 18,402 | 94,683 | |||
| As at December 31, 2024 | $ | 340,197 | $ | 47,196 | $ | 387,393 |
| Depreciation expense | 76,281 | 18,402 | 94,683 | |||
| As at December 31, 2025 | $ | 416,478 | $ | 65,598 | $ | 482,076 |
| Net book value | ||||||
| As at December,31 2024 | $ | 727,613 | $ | 44,815 | $ | 772,428 |
| As at December 31, 2025 | $ | 651,332 | $ | 26,413 | $ | 677,745 |
8. INVESTMENT IN ASSOCIATE:
On November 15, 2023, the Company entered into an agreement with Moon River Capital Ltd., now renamed Moon River Moly Ltd. (“Moon River”) which is a company located in Toronto, Ontario, Canada. The Company sold its rights and interests in an agreement to acquire a 100% interest in the Davidson Property hosting a molybdenum-tungsten deposit for $630,000 in cash and 9 million common shares of Moon River (“MR Shares”) valued at $0.25 for total proceeds of $2,880,000. As at December 31, 2025 and 2024, the Company held 27.0% and 27.3%, respectively, of the issued and outstanding common shares of Moon River.
The MR Shares are subject to certain sale restrictions if Generation holds 10% or greater of the issued and outstanding common shares of Moon River. The sale restrictions are as follows: 1) Moon River will have the option to identify the buyer of the MR Shares until November 15, 2025, and 2) Generation will be restricted from open market sales based on certain historical daily volume averages of Moon River common shares. The MR Shares are also subject to TSX Venture Exchange escrow conditions whereby the shares will be released from escrow as follows: 900,000 shares November 15, 2023 (released); 1,350,000 shares on each of May 15, 2024 (released), November 15, 2024 (released), May 15, 2025 (released), November 15, 2025 (released), May 15, 2026, and November 15, 2026. Generation has appointed a director to the Board of Moon River and will have the right to maintain its pro rata equity interest for as long as it continues to hold greater than 10% of the issued and outstanding common shares.
20
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian dollars)
==> picture [191 x 16] intentionally omitted <==
8. INVESTMENT IN ASSOCIATE (continued):
As a result of Generation’s 27.3% and 27.0% interest in Moon River as at December 31, 2024 and December 31, 2025, the Company has determined that it has significant influence over Moon River and has accounted for its investment as an Investment in Associate using the equity basis of accounting. The Company recorded a fair value of $2,200,000 for its investment upon initial recognition. Fair value was estimated based on the Moon River share price of $0.25 for the financing completed concurrently with the closing, less transaction costs of $50,000.
As at December 31, 2025, the closing price of Moon River shares (MOO.V) was $0.76 and the fair value of the 9 million shares was $6,840,000.
Changes in the investment in associate for the year ended December 31, 2025, were as follows:
| Balance as at December 31, 2023 | $ 2,104,679 |
|---|---|
| Share of Moon River net loss for theyear | (700,304) |
| Balance as at December 31, 2024 | $ 1,404,375 |
| Share of Moon River net loss for theyear | (623,830) |
| Balance as at December 31, 2025 | $ 780,545 |
The following is a summary of the financial information for Moon River on a 100% basis as at December 31, 2025 and the net loss for the year ended December 31, 2025:
| Cash and cash equivalents | $ 785,000 |
|---|---|
| Other current assets | 30,902,000 |
| Non-current assets | 2,427,000 |
| Current liabilities | 3,836,000 |
| Non-current liabilities | 32,259,000 |
| Net loss for the year ended December 31, 2025 | 1,408,000 |
21
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian dollars)
==> picture [191 x 16] intentionally omitted <==
9. RIGHT-OF-USE ASSETS AND LEASE LIABILITY:
The Company has entered into a camp lease, an office lease, and a vehicle lease. Accordingly, the Company recognized right-of-use assets. On November 1, 2025, the office lease was extended to November 1, 2027, which resulted in an increase in right-of-use asset and lease liability of $228,466. The camp lease was remeasured effective June 30, 2024 and December 31, 2025 due to a lease extension, which resulted in a gain of $253,347 and $142,065, respectively. The continuity of right-of-use assets is outlined below:
| Year ended December | Year ended December | |
|---|---|---|
| 31, 2025 | 31,2024 | |
| Opening balance | $ 53,047 | $ 290,628 |
| Lease remeasurement/extension | 279,058 | 46,445 |
| Depreciation | (91,025) | (284,026) |
| Ending Balance | $ 241,080 | $ 53,047 |
At the commencement date of the lease, the lease liabilities were measured at the present value of the lease payments. The lease payments are discounted using an interest rate of 15%, which is considered the Company’s unsecured incremental borrowing rate. The continuity of lease liabilities is outlined below:
| Year ended December | Year | ended December | |
|---|---|---|---|
| 31, 2025 | 31, 2024 | ||
| Opening balance | $ 1,610,042 | $ | 2,546,451 |
| Lease remeasurement/extension | 136,993 | (206,901) | |
| Accretion of interest | 170,513 | 287,957 | |
| Payments | (632,655) | (1,017,465) | |
| Total lease liability | $ 1,284,893 | $ | 1,610,042 |
| Less: current portion | (1,138,053) | (1,539,217) | |
| Non-current portion of lease liability | $ 146,840 | $ | 70,825 |
The occupancy cost, vehicle lease cost, and camp costs in the statement of loss and comprehensive loss for the year ended December 31, 2025 is $173,833 (December 31, 2024 - $321,623). Of this amount, $85,830 (December 31, 2024 – $232,694) for vehicle lease cost and camp costs are included in evaluation and exploration expenditures and $88,003 (December 31, 2024 – $88,929) is included in occupancy cost in the statement of loss and comprehensive loss.
As required under the office lease agreement, the Company has $38,229 of funds held in GICs as security for the lease as at December 31, 2025 (December 31, 2024 - $38,229).
22
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian dollars)
==> picture [191 x 16] intentionally omitted <==
10. RELATED PARTY TRANSACTIONS:
Key management includes the Company’s directors, officers and any employees with authority and responsibility for planning, directing and controlling the activities of an entity, directly or indirectly. Compensation awarded to key management includes the following:
| Year ended December 31, | Year ended December 31, | ||
|---|---|---|---|
| 2025 | 2024 | ||
| Salaries and bonuses | $ | 942,918 | $ 1,536,828 |
| Share-based payments - options | 287,257 | 174,177 | |
| Share-basedpayments - RSUs and DSUs | 1,321,484 | 836,123 | |
| Total compensation to keymanagement | $ 2,551,659 | $2,547,128 |
As at December 31, 2025, accounts payable and accrued liabilities include $62,500 (December 31, 2024 - $55,793) due to key management of the Company.
23
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian dollars)
==> picture [191 x 16] intentionally omitted <==
11. CAPITAL STOCK:
Common shares
The Company’s authorized share capital consists of an unlimited number of common shares.
The following table summarizes the continuity of common shares for the years ended December 31, 2025 and 2024:
| Number of shares | $ | |
|---|---|---|
| Balance as at December 31, 2023 | 236,053,408 | 80,429,321 |
| Shares issued upon redemption of RSUs and DSUs | 938,698 | 304,266 |
| Balance as at December 31, 2024 | 236,992,106 | 80,733,587 |
| Issued in private placement(1) | 31,082,200 | 8,422,963 |
| Shares issued upon exercise of warrants | 730,497 | 440,266 |
| Shares issued upon exercise of options | 866,899 | 549,654 |
| Shares issued upon redemption of RSUs and DSUs | 671,834 | 218,283 |
| Balance as at December 31, 2025 | 270,343,536 | 90,364,753 |
Warrants
The following table summarizes the continuity of warrants for the years ended December 31, 2025 and 2024:
| Number of warrants | |
|---|---|
| Outstanding, December 31, 2023 and December 31, 2024 | 10,507,200 |
| Warrants issued (1) | 15,541,100 |
| Warrants exercised | (730,497) |
| Outstanding, December 31, 2025 | 25,317,803 |
(1) On June 24, 2025, the Company closed a private placement financing that consisted of 31,082,200 units (“Units”) in the capital of the Company at a price of $0.37 per Unit for aggregate gross proceeds of $11,500,414 (the “Offering”). The total share issue cost was $746,286 which included a 6% underwriting fee. Each Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company. Each whole Warrant is exercisable to acquire one Common Share at a price of $0.48 for a period of 36 months at any time from August 24, 2025 until August 24, 2028. The fair value of the warrants has an estimated grant date fair value of $2,331,165 which was estimated using the Black-Scholes option pricing model and the following assumptions: risk-free interest rate of 2.64%, expected volatility of 87.94%, dividend yield of nil, and expected life of 3 years.
| Exercise price | Warrants | Expiry date | Remaining contractual |
|---|---|---|---|
| $ | Outstanding | life(years) | |
| 0.50 | 10,257,953 | November 21, 2026 | 0.89 |
| 0.48 | 15,059,850 | August 24,2028 | 2.69 |
| 0.49(1) | 25,317,803 | 1.94(1) |
(1) Weighted average
24
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian dollars)
==> picture [191 x 16] intentionally omitted <==
11. CAPITAL STOCK (continued):
Equity Plan
On May 9, 2018, the Company adopted an incentive Stock Option Plan (the “Plan”). The Plan was amended in July 2020. The Company subsequently adopted an Omnibus Equity Incentive plan (the “Equity Plan”) on May 11, 2023, which received shareholder approval on June 28, 2023. The Equity Plan was amended on April 24, 2025. With the approval of the Equity Plan, the Option Plan was terminated and all of the issued and outstanding stock options granted under the Option Plan are now governed by the Equity Plan.
Under the Equity Plan, the Company can issue stock options (“Options”), deferred share units (“DSUs”), restricted share units (“RSUs”) and performance share units (“PSUs”, and collectively with Options, DSUs and PSUs, the “Awards”), as applicable, to directors, employees and consultants in accordance with the terms of the Equity Plan. The maximum number of common shares issuable under the Equity Plan will not exceed 10% of the issued and outstanding common shares. Limits have also been set in respect of the maximum number of Awards that may be issued to insiders at any time, as well as within any one-year period. The Equity Plan is a rolling plan, therefore, the number of shares that have been reserved for issuance under the Equity Plan will increase when the Company's issued and outstanding common shares increase. The Awards are nonassignable and non-transferable, except upon death.
Stock Options
The continuity of outstanding stock options for the years ended December 31, 2025 and 2024 is as follows:
| Weighted Average | ||
|---|---|---|
| Number of options | Exercise Price | |
| Outstanding, December 31, 2023 | 14,202,059 | 0.65 |
| Options granted | 2,362,400 | 0.29 |
| Options forfeited | (6,325,000) | 0.65 |
| Outstanding, December 31, 2024 | 10,239,459 | 0.57 |
| Options granted | 3,503,538 | 0.65 |
| Options forfeited | (7,177,967) | 0.66 |
| Options exercised | (866,899) | 0.39(1) |
| Outstanding, December 31, 2025 | 5,698,131 | 0.38 |
(1) Weighted average share price on exercise date was $0.55.
25
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian dollars)
==> picture [191 x 16] intentionally omitted <==
11. CAPITAL STOCK (continued):
Stock Options
The fair value of options granted under the Plan is measured on the date of grant using the Black-Scholes pricing model and expensed to net income (loss) using the following inputs and assumptions at the measurement date:
| Date | Number | Exercise | Market | Expected | Risk-free | Expected | Fair Value | Vesting |
|---|---|---|---|---|---|---|---|---|
| of Options | Price | Price | Volatility | Interest | Life (years)/ | of Options | ||
| ($) | ($) | (%)(1) | Rate (%) | Dividend Yield | ($) | |||
| (%) | ||||||||
| 04-Apr-24 | 2,362,400 | 0.29 | 0.27 | 74 | 3.93 | 3/0% | 307,112 | 1/3rdvesting |
| 24-Apr-25 | 2,133,100 | 0.18 | 0.19 | 77 | 2.79 | 5/0% | 262,878 | 1/3rdvesting |
| 2-Oct-25 | 870,438 | 0.64 | 0.64 | 81 | 2.72 | 5 / 0% | 366,194 | 1/3rdvesting |
| 14-Oct-25 | 500,000 | 0.70 | 0.70 | 81 | 2.71 | 5/0% | 230,871 | 1/3rdvesting |
(1) Based on the Company’s historical volatility.
Options to purchase common shares carry exercise prices and terms to maturity as at December 31, 2025 as follows:
| Exercise | Options | Options | Expiry date | Remaining contractual |
|---|---|---|---|---|
| price $ | Outstanding | Exercisable | life (years) | |
| 0.58 | 602,059 | 602,059 | April 5, 2026 | 0.3 |
| 0.29 | 2,038,500 | 1,359,000 | April 4, 2027 | 1.3 |
| 0.18 | 1,687,134 | 562,400 | April 23, 2030 | 1.3 |
| 0.64 | 870,438 | 290,146 | October 2, 2030 | 4.3 |
| 0.70 | 500,000 | 166,667 | October 14,2030 | 4.8 |
| 0.38(1) | 5,698,131 | 2,980,272 | 2.9(1) |
(1) Weighted average
The stock-based compensation expense related to stock options for the year ended December 31, 2025 was $531,211 (December 31, 2024 – $321,387).
RSUs, DSUs, and PSUs
On April 4, 2024, the Company granted RSUs to executives and granted DSUs to non-executive directors. The total number of RSUs granted were 1,163,300 and have a three-year vesting term commencing on the grant date. The total number of DSUs granted were 1,637,800 and are fully vested at the grant date and become payable upon retirement of the directors.
On April 24, 2025, the Company granted RSUs to executives and granted DSUs to non-executive directors. The total number of RSUs granted were 532,100 and have a three-year vesting term commencing on the grant date. The total number of DSUs granted were 3,618,115 and are fully vested at the grant date and become payable upon retirement of the directors.
On August 13, 2025, the Company granted RSUs to executives and on July 14, 2025 granted DSUs to nonexecutive directors. The total number of RSUs granted were 176,914 and have a one-year vesting term commencing on the grant date. The total number of DSUs granted were 113,700 and are fully vested at the grant date and become payable upon retirement of the directors.
In October 2025, the Company granted RSUs and PSUs to executives and granted DSUs to non-executive directors. The total number of RSUs granted were 818,004 and have a three-year vesting term commencing on the grant date. The total number of PSUs granted were 1,421,057 and have a one-year vesting term commencing on the grant date The total number of DSUs granted were 272,668 and are fully vested at the grant date and become payable upon retirement of the directors.
The fair value of the RSUs, PSUs and DSUs awarded to executives and non-executive directors is determined as of the date of grant and recognized as share-based compensation expense over the vesting period of the equity instruments with a corresponding increase to contributed surplus. The fair value of RSUs, PSUs and DSUs is the market value of the underlying shares as of the date of grant.
26
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian dollars)
==> picture [191 x 16] intentionally omitted <==
11. CAPITAL STOCK (continued):
RSUs, PSUs and DSUs
The continuity of outstanding RSUs for the years ended December 31, 2025 and 2024 is as follows:
| Weighted Average | ||
|---|---|---|
| Number of RSUs | Grant Price | |
| Outstanding, December 31, 2023 | 1,737,500 | 0.38 |
| RSUs granted | 1,163,300 | 0.29 |
| RSUs redeemed | (482,698) | 0.38 |
| RSUs forfeited | (289,400) | 0.38 |
| Outstanding, December 31, 2024 | 2,128,702 | 0.33 |
| RSUs granted | 1,527,018 | 0.47 |
| RSUs redeemed | (215,834) | 0.35 |
| RSUs forfeited | (572,834) | 0.35 |
| Outstanding, December 31, 2025 | 2,867,052 | 0.40 |
All RSUs have a three-year or one-year vesting term commencing on the grant date and, as at December 31 2025, 1,546,100 RSUs have vested. All RSUs are subject to vesting conditions commencing on the grant date. and are settled in cash or equity at the election of the Company.
The continuity of outstanding PSUs for the years ended December 31, 2025 and 2024 is as follows:
| Weighted Average | ||
|---|---|---|
| Number of PSUs | Grant Price | |
| Outstanding, December 31, 2023 and 2024 | - | - |
| PSUsgranted | 1,421,057 | 0.55 |
| Outstanding, December 31, 2025 | 1,421,057 | 0.55 |
All PSUs have a one-year vesting term commencing on the grant date and are settled in equity or cash at the election of the Company. As at December 31, 2025, nil PSUs have vested.
The continuity of outstanding DSUs for the years ended December 31, 2025 and 2024 is as follows:
| Weighted Average | ||
|---|---|---|
| Number of DSUs | Grant Price | |
| Outstanding, December 31, 2023 | 1,250,200 | 0.38 |
| DSUs granted | 1,637,800 | 0.29 |
| DSUs redeemed | (456,000) | 0.33 |
| Outstanding, December 31, 2024 | 2,432,000 | 0.33 |
| DSUs granted | 4,004,483 | 0.21 |
| DSUs redeemed | (456,000) | 0.33 |
| Outstanding, December 31, 2025 | 5,980,483 | 0.25 |
DSUs fully vest at the grant date, become payable upon retirement of the director, and are settled in equity or cash at the election of the Company.
The stock-based compensation expense related to RSUs, DSUs and PSUs for the year ended December 31, 2025 was $1,453,589 (December 31, 2024 – $906,734).
27
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian dollars)
==> picture [191 x 16] intentionally omitted <==
12. RECEIVABLES
The Company’s receivables primarily arise from HST receivable and GIC interest. The amounts receivable as at December 31, 2025 and 2024 are as follows:
| December 31, 2025 | December 31,2024 | |||
|---|---|---|---|---|
| GIC interest receivable | $ | 116,401 | $ | 215,799 |
| HST receivable | 204,620 | 37,613 | ||
| Miscellaneous | 1,446 | 1,446 | ||
| Total | $ | 322,467 | $ | 254,858 |
13. INCOME TAXES:
- a) At December 31, 2025 the Company has non-capital losses of $19,600,816 that can be used to reduce future taxable income and capital losses of $434,985. The capital losses do not expire and the non-capital losses expire as follows:
| 2039 | 1,497,000 |
|---|---|
| 2040 | 2,236,000 |
| 2041 | 2,155,000 |
| 2042 | 5,986,000 |
| 2043 | 2,735,000 |
| 2044 | 1,696,000 |
| 2045 | 3,296,000 |
The movement in deferred tax in the statement of financial position and the Company’s deferred tax assets and liabilities are as follows:
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Non-capital and capital losses carry forwards | $ | 5,194,000 | $ | 4,369,000 | |
| WPM liability | 10,373,000 | 4,002,000 | |||
| Other deferred tax assets | 576,000 | 603,000 | |||
| Share issue costs | 301,000 | 239,000 | |||
| Mineral property | 24,491,000 | 23,135,000 | |||
| Deferred tax assets not recognized | (40,935,000) | (32,348,000) | |||
| Net asset | $ | - | $ | - |
Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable income will be available against which the Company can utilize the benefits.
- b) The Company’s provision for income taxes differs from the amounts computed by applying the basic current rates to loss for the year before taxes, as shown in the following table:
| 2025 | 2024 | |
|---|---|---|
| Expected income tax recovery based on statutory rate of 26.5% | $(8,974,000) |
$(5,729,000) |
| Adjustment to expected income tax benefit: | ||
| Stock-based compensation | 526,000 | 325,000 |
| Other | 59,000 | 113,000 |
| Flow-through premium | - | 705,000 |
| Change in deferred tax assets not recognized & other | 8,389,000 | 4,586,000 |
| Deferred income recovery | $ - | $- |
28
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian dollars)
==> picture [191 x 16] intentionally omitted <==
14. COMMITMENTS AND CONTRACTUAL OBLIGATIONS
The following table summarizes the future commitments and contractual obligations as at December 31, 2025:
| Office Lease | Vehicles | Valard Equipment | Total | ||
|---|---|---|---|---|---|
| 2026 | $ 131,290 | $ 33,709 | $ 1,060,000 | $ | 1,224,999 |
| 2027 | 109,408 | 4,448 | - | 113,856 | |
| Total | $ 240,698 | $ 38,157 | $ 1,060,000 | $ | 1,338,855 |
Office Lease
On February 20, 2019, the Company co-signed a lease for office space commencing on May 1, 2019 for a term of six years and 6 months. The Company has an average monthly commitment of $11,067 for its share of the basic and additional rent. On November 1, 2025, the Company extended the office lease for a term of 2 years. The Company has a monthly commitment of $10,941 for basic rent
Valard Equipment
On July 12, 2022, the Company announced that it had entered into an agreement with Valard Equipment LP (“Valard”), as subsequently amended, for the lease of a construction camp (the “Camp”) located in Marathon, Ontario until December 31, 2026 (previously December 31, 2025) (the “Lease Term”) and an option, exercisable at the Company’s discretion, to purchase the Camp on or before the end of the Lease Term. The total remaining obligations as at December 31, 2025, including the monthly lease payments of $7,500, and the purchase option of $970,000 due December 30, 2026 is $1,060,000. In connection with this agreement, the Company has also leased the existing serviced camp site from the Town of Marathon.
15. PRECIOUS METALS PURCHASE AGREEMENT
The Company and its 100% owned subsidiary, Generation PGM, entered into a definitive Precious Metal Purchase Agreement (“PMPA”) with Wheaton with respect to the Marathon Project dated January 26, 2022.
Pursuant to the PMPA, Wheaton will pay the Company total upfront cash consideration of $240,000,000, $40,000,000 of which was paid ($20,000,000 on March 31, 2022 (“First Early Deposit”) and $20,000,000 on September 7, 2022) on an early deposit basis prior to construction to be used for development of the Marathon Project. The remainder of $200,000,000 is payable in four staged instalments during construction (each a “Construction Payment”), subject to various customary conditions being satisfied. Generation Mining and its subsidiary Generation PGM, have provided Wheaton a first ranking security interest over all their assets and various time sensitive performance guarantees relating to the development of the Project.
Under the PMPA, Wheaton will purchase 100% of the payable gold production until 150 thousand ounces (“koz”) have been delivered, thereafter dropping to 67% of payable gold production for the life of the mine; and 22% of the payable platinum production until 120 koz have been delivered, thereafter dropping to 15% for the life of mine.
Wheaton will make ongoing payments for the gold and platinum ounces delivered equal to 18% of the spot prices (“Production Payment”) until the value of gold and platinum delivered less the Production Payment is equal to the upfront consideration of $240,000,000, at which point the Production Payment will increase to 22% of the spot price.
The term of the agreement is 20 years, renewable at Wheaton’s election for an additional 10 years.
29
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian dollars)
==> picture [191 x 16] intentionally omitted <==
15. PRECIOUS METALS PURCHASE AGREEMENT (continued):
From the first anniversary date of the First Early Deposit until the first Construction Payment, the Company will be subject to a delay payment of 250 ounces of gold per month plus accrued interest (“Delay Ounce Balance”). At Generation PGM’s election, the Delay Ounce Balance is payable in gold deliveries from operations or in cash. The full Delay Ounce Balance will be subject to early repayment if certain triggering events occur, including (a) events of default, (b) no Construction Payment has been advanced by March 31, 2027, (c) Completion (as defined in the PMPA) of the Marathon Project is not achieved within 4 years from the first Construction Payment, and (d) the date that is one year after Completion is achieved. The Company has designated the stream obligation as a financial liability at fair value through profit or loss (“FVTPL”) under the scope of IFRS 9. Fair value adjustments are recorded in the consolidated statement of loss and fair value adjustments related to the Company’s own credit risk are recorded in other comprehensive income, as required by IFRS 9 for financial liabilities designated as FVTPL.
Accordingly, the Company values the liability at the present value of its expected future cash flows at each reporting period with changes in fair value reflected in the consolidated income statements and consolidated statements of comprehensive income. Fair value adjustments represent the net effect of changes in the variables included in the Company’s valuation model reporting dates.
Components of the adjustment to fair value for the derivative financial liabilities at each reporting date include:
-
Accretion expense
-
Change in the risk-free interest rate
-
Change in the amount or timing of any expected ounces to be delivered
-
Change in future metal prices
-
Change in future foreign exchange assumptions
-
Change in the Company specific credit spread
The following is a summary of the change in non-current derivative financial liability as at December 31, 2025 and 2024:
| Precious metalspurchase agreement, December 31, 2023 | $ 44,731,750 |
|---|---|
| Fair value loss throughprofit and loss | 10,371,661 |
| Precious metalspurchase agreement, December 31, 2024 | $ 55,103,411 |
| Fair value loss throughprofit and loss | 24,040,401 |
| Precious metalspurchase agreement, December 31, 2025 | $ 79,143,812 |
16. SUBSEQUENT EVENTS:
On January 15, 2026, the Company closed its prospectus offering of units of the Company. The Offering was completed on a bought deal basis pursuant to the terms of an underwriting agreement dated January 9, 2026, among the Company and a syndicate of underwriters including Stifel Nicolaus Canada Inc., as lead underwriter and sole bookrunner, together with BMO Capital Markets and Haywood Securities Inc. (collectively, the “Underwriters”). Pursuant to the terms of the Offering, the Company issued an aggregate of 47,920,500 Units at a price of $0.72 per Unit for aggregate gross proceeds of $34,502,760, including the full exercise by the Underwriters of their over-allotment option.
Each Unit was comprised of one common share of the Company (each, a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $1.00 until January 15, 2028.
30
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Expressed in Canadian dollars)
==> picture [191 x 16] intentionally omitted <==
16. SUBSEQUENT EVENTS (continued):
On February 10, 2026, the Company issued 1,041,666 units (each, a “Unit”) at a price of $0.72 per Unit for gross proceeds of approximately $750,000 to Biigtigong Nishnaabeg First Nation.
Subsequent to the year ended December 31, 2025, the following transactions occurred relating to the Omnibus Equity Incentive Plan:
-
250,000 options were issued with an exercise price of $0.76 with 1/3 vesting on the grant date, 1/3 vesting in one year, and 1/3 vesting in 2 years with an expiry date of January 25, 2031;
-
49,342 RSUs were granted with 1/3 vesting in one year, 1/3 vesting in two years, and 1/3 vesting in three years;
-
1,551,480 warrants were exercised for total proceeds of $750,010; and
-
272,668 RSUs were redeemed.
31