AI assistant
Greenridge Exploration Inc. — Interim / Quarterly Report 2025
Jul 28, 2025
48500_rns_2025-07-28_2871f6d8-b5f0-4138-8849-7423b86d5c8b.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer

zimtu
CAPITAL CORP.
CONDENSED INTERIM FINANCIAL STATEMENTS
For the Six Months Ended May 31, 2025 and 2024
(Unaudited - Expressed in Canadian dollars)
Notice of No Auditor Review
The accompanying unaudited condensed interim financial statements of Zimtu Capital Corp. for the six months ended May 31, 2025, have been prepared by management and approved by the Audit Committee and the Board of Directors of the Company. These condensed interim financial statements have not been reviewed by the Company’s external auditors.
ZIMTU CAPITAL CORP.
Condensed Interim Statements of Financial Position
Expressed in Canadian Dollars
(Unaudited – prepared by management)
| Note | May 31, 2025 $ | November 30, 2024 $ | |
|---|---|---|---|
| ASSETS | |||
| CURRENT | |||
| Cash | 14,363 | 210,859 | |
| Investments | 6 | 14,982,439 | 13,496,962 |
| Advances and amounts receivable | 8 | 2,569,294 | 2,877,486 |
| Prepaid and deposits | 9 | 41,350 | 56,350 |
| Right-of-use asset | 18 | 169,082 | 236,714 |
| Due from equity investees | 10 | 211,036 | 196,054 |
| Due from related parties | 10 | 94,994 | 90,719 |
| 18,082,558 | 17,165,144 | ||
| Investments in associates | 7 | 11,273 | 15,788 |
| Mineral property interests | 11 | 124,227 | 110,621 |
| 18,218,058 | 17,291,553 | ||
| LIABILITIES | |||
| CURRENT | |||
| Accounts payable and accrued liabilities | 127,657 | 142,868 | |
| GST/HST payable | 27,606 | 30,080 | |
| Lease liabilities | 18 | 151,120 | 139,919 |
| Unearned revenue | 12 | 251,137 | 114,450 |
| 557,520 | 427,317 | ||
| Lease liabilities | 18 | 40,908 | 119,151 |
| 598,428 | 546,468 | ||
| SHAREHOLDERS’ EQUITY | |||
| Share capital | 14 | 14,137,407 | 14,137,407 |
| Share-based payment reserves | 14 | 5,397,757 | 5,397,757 |
| Deficit | (1,915,534) | (2,790,079) | |
| 17,619,534 | 16,745,085 | ||
| 18,218,058 | 17,291,553 |
NATURE OF OPERATIONS (Note 1)
SUBSEQUENT EVENT (Note 19)
Approved on behalf of the Board on July 23, 2025:
"Sean Charland"
Sean Charland – Director
"Kevin Bottomley"
Kevin Bottomley – Director
The accompanying notes are an integral part of these condensed interim financial statements.
ZIMTU CAPITAL CORP.
Condensed Interim Statements of Changes in Shareholders' Equity
For the six months ended May 31, 2025 and 2024
Expressed in Canadian Dollars
(Unaudited – prepared by management)
| Note | Number of Common Shares | Share Capital $ | Share-Based Payment Reserves $ | Deficit $ | Total Shareholders’ Equity $ | |
|---|---|---|---|---|---|---|
| Balance, November 30, 2023 | 12,682,630 | 14,137,407 | 5,397,757 | (8,686,168) | 10,848,996 | |
| Net income for the period | - | - | - | 1,155,900 | 1,155,900 | |
| Balance, May 31, 2024 | 12,682,630 | 14,137,407 | 5,397,757 | (7,530,268) | 12,004,896 | |
| Note | Number of Common Shares | Share Capital $ | Share-Based Payment Reserves $ | Deficit $ | Total Shareholders’ Equity $ | |
| Balance, November 30, 2024 | 12,682,630 | 14,137,407 | 5,397,757 | (2,790,079) | 16,745,085 | |
| Net income for the period | - | - | - | 874,545 | 874,545 | |
| Balance, May 31, 2025 | 12,682,630 | 14,137,407 | 5,397,757 | (1,915,534) | 17,619,630 |
**Effective May 9, 2025, the Company consolidated its common shares on a 5:1 basis. All shares and per share amounts in the financial statements have been retroactively restated to reflect the share consolidation.
The accompanying notes are an integral part of these condensed interim financial statements.
ZIMTU CAPITAL CORP.
Condensed Interim Statements of Operations and Comprehensive Income
Expressed in Canadian Dollars
(Unaudited – prepared by management)
| Note | Three months ended May 31, 2025 $ | Three months ended May 31, 2024 $ | Six months ended May 31, 2025 $ | Six months ended May 31, 2024 $ | |
|---|---|---|---|---|---|
| REVENUE | |||||
| Administrative fees | 11 | 466,500 | 476,500 | 912,167 | 740,500 |
| Corporate development and marketing | 11 | 245,322 | 257,832 | 484,822 | 569,000 |
| 711,822 | 734,332 | 1,396,989 | 1,309,500 | ||
| EXPENSES | |||||
| General and administrative expenses | 16 | 851,097 | 460,549 | 1,264,265 | 967,864 |
| INCOME (LOSS) BEFORE OTHER ITEMS | (139,275) | 273,783 | 132,724 | 341,636 | |
| OTHER ITEMS | |||||
| Equity (loss) from investment in associates | 7 | (9,145) | (34,160) | (20,026) | (83,661) |
| Fair market gain on investments in public companies | 6 | 1,770,873 | 828,790 | 821,871 | 56,617 |
| Fair market gain on promissory notes receivable | (68,254) | 55,250 | (17,074) | 101,875 | |
| Gain (loss) on sale of investment | (150,757) | (6,299) | (33,645) | 254,509 | |
| Other income (expense) | - | (4,411) | - | 9,889 | |
| Gain (loss) on settlement of debt | (10,500) | 109,375 | (10,500) | 109,375 | |
| Gain on derecognition on investment in associate | - | 364,449 | - | 364,449 | |
| Interest income | 192 | 1 | 1,195 | 1,211 | |
| 1,532,409 | 1,312,995 | 741,821 | 814,264 | ||
| NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD | 1,393,134 | 1,586,778 | 874,545 | 1,155,900 | |
| Basic income (loss) per share | 0.11 | 0.20 | 0.07 | 0.12 | |
| Diluted income (loss) per share | 0.07 | 0.07 | 0.05 | 0.06 | |
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | |||||
| Basic | 12,682,630 | 7,767,364 | 12,682,630 | 9,593,428 | |
| Diluted | 18,712,494 | 21,373,860 | 18,712,494 | 18,2874,627 |
The accompanying notes are an integral part of these condensed interim financial statements.
ZIMTU CAPITAL CORP.
Condensed Interim Statements of Cash Flows
For the six months ended May 31, 2025 and 2024
Expressed in Canadian Dollars
(Unaudited – prepared by management)
| Note | 2025 | 2024 | |
|---|---|---|---|
| $ | $ | ||
| CASH FLOWS PROVIDED BY (USED FOR): | |||
| OPERATING ACTIVITIES | |||
| Net income (loss) income for the period | 874,545 | 1,155,900 | |
| Non-cash items: | |||
| Depreciation of ROU asset | 67,632 | 67,632 | |
| Gain on derecognition of investment in associate | - | (364,449) | |
| Equity loss from investment in associates | 20,026 | 83,661 | |
| Fair market value loss (gain) of investments in public companies | (821,871) | (56,617) | |
| Fair market value loss (gain) on promissory notes receivable | (51,180) | 46,625 | |
| (Gain) loss on sale of investment | 33,645 | (254,509) | |
| Bad debts | 429,891 | - | |
| Lease interest | 13,086 | 20,524 | |
| Gain on settlement of promissory note | - | (109,375) | |
| Shares received for debt | (24,500) | (61,500) | |
| 541,274 | 527,892 | ||
| Changes in non-cash working capital items: | 20(a) | 44,226 | (532,774) |
| CASH FROM (USED FOR) OPERATING ACTIVITIES | 585,500 | (4,882) | |
| INVESTING ACTIVITIES | |||
| Acquisition of investments | (1,051,926) | (448,695) | |
| Promissory note | - | (50,000) | |
| Proceeds on disposition of investments | 363,664 | 851,522 | |
| Mineral property acquisitions | (13,606) | (43,347) | |
| CASH GENERATED FROM (USED FOR) INVESTING ACTIVITIES | (701,868) | 309,480 | |
| FINANCING ACTIVITIES | |||
| Loan | - | (40,000) | |
| Principal payments of lease liabilities | (80,128) | (77,625) | |
| CASH FROM (USED FOR) FINANCING ACTIVITIES | (80,128) | (117,625) | |
| INCREASE (DECREASE) IN CASH DURING THE PERIOD | (196,496) | 186,973 | |
| CASH, BEGINNING OF PERIOD | 210,859 | 47,734 | |
| CASH, END OF PERIOD | 14,363 | 234,707 |
Supplemental cash flow information - see Note 19(b)
The accompanying notes are an integral part of these condensed interim financial statements.
ZIMTU CAPITAL CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended May 31, 2025 and 2024
Expressed in Canadian Dollars
(Unaudited – prepared by management)
NOTE 1 - NATURE OF OPERATIONS
Zimtu Capital Corp. (the "Company") was incorporated in the Province of British Columbia on July 4, 2006, under the Business Corporations Act of British Columbia. The Company's principal business activities are investments in junior resource companies, mineral resource property acquisitions and dispositions, and the provision of management services. The Company is traded on the TSX Venture Exchange ("TSX-V") under the symbol 'ZC'. The Company also trades on the Frankfurt Stock Exchange under the symbol 'ZCT1'. The head office and principal address are located at Suite 1450, 789 West Pender Street, Vancouver, BC, Canada V6C 1H2 and the registered and records office of the Company is located at Suite 800, 885 West Georgia Street, Vancouver, BC, Canada V6C 3H1. On May 9, 2025, the Company completed a consolidation of its issued and outstanding common shares (the "Shares") on the basis of one (1) new Share (each, a "Post-Consolidated Share") for every five (5) current outstanding Shares (the "Consolidation"). The Consolidation reduced the number of outstanding Shares from 63,413,303 Shares to 12,682,630 Post-Consolidated Shares.
NOTE 2 - STATEMENT OF COMPLIANCE AND BASIS OF PRESENTATION
These condensed interim financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"), applicable to the presentation of interim financial statements, including IAS 34, Interim Financial Reporting.
These condensed interim financial statements were approved and authorized for issue by the Audit Committee and Board of Directors on July 23, 2025.
NOTE 3 - CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses, and related disclosure. Judgment is used mainly in determining how a balance or transaction should be recognized in the financial statements. Estimates and assumptions are used mainly in determining the measurement of recognized transactions and balances. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.
Significant areas where management's judgment has been applied include the following:
- Classifying categories of financial assets and financial liabilities in accordance with IFRS 9, Financial instruments: recognition and measurement;
- The valuation of investment in private companies;
- The recoverability of the carrying value of the mineral property interests is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest;
- Management's assumption that there are currently no decommissioning liabilities is based on the facts and circumstances that have existed during the year; and
- The estimation of expected credit losses (ECL) on financial assets, including accounts receivable, based on current economic conditions and forward-looking information, in accordance with IFRS 9. The assessment considers the creditworthiness of counterparties and any indicators of increased credit risk.
ZIMTU CAPITAL CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended May 31, 2025 and 2024
Expressed in Canadian Dollars
(Unaudited – prepared by management)
NOTE 3 – CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (continued)
Significant areas requiring the use of management estimates and assumptions include the following:
Income Taxes
Deferred tax assets and liabilities are determined based on differences between the financial statement carrying values of assets and liabilities and their respective income tax bases (“temporary differences”) and losses carried forward. The determination of the ability of the Company to utilize tax loss carry-forwards to offset deferred tax liabilities requires management to exercise judgment and make certain assumptions about the future performance of the Company. Management is required to assess whether it is “probable” that the Company will benefit from these prior losses and other deferred tax assets. Changes in economic conditions and other factors could result in revisions to the estimates of the benefits to be realized or the timing of utilization of the losses.
Fair value of investment in warrants
Management uses the Black-Scholes option pricing model in measuring the fair value of investment in warrants where active market quotes are not available. In applying the valuation technique, management is required to determine and make assumptions about the most appropriate inputs to the valuation model including the expected term to exercise, volatility, dividend yield and forfeiture rate. Such assumptions are inherently uncertain and changes in these assumptions affect the fair value estimates.
Fair value of share-based compensation
Management measures the fair value of equity-settled share-based transactions with employees and directors by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. The Company uses the Black-Scholes option pricing model. This estimate also requires determining and making assumptions about the most appropriate inputs to the valuation model including the expected life, volatility, dividend yield and forfeiture rate. Such assumptions are inherently uncertain and changes in these assumptions affect the fair value estimates.
Expected credit loss of accounts receivable
The Company reviews the accounts receivable balances on a regular basis and estimates the likelihood of collection and records allowance for estimated losses. Management bases its estimates on historical experience and other relevant factors.
Fair value of promissory notes receivable
Management uses valuation techniques in measuring the fair value of promissory notes receivable, where active market quotes are not available. Details of the assumptions used are given in Note 8 to these financial statements. In applying the valuation technique, management makes use of market inputs, and uses estimates and assumptions that are, as far as possible, consistent with observable data that market participants would use in pricing the instrument. These estimates may vary from the actual prices that would be achieved in an arm's length transaction at the reporting date.
Fair value of investment in private companies
Management uses valuation techniques in measuring the fair value of private company investments, where active market quotes are not available. In applying the valuation technique, management makes use of market inputs, and uses estimates and assumptions that are, as far as possible, consistent with observable data that market participants would use in pricing the instrument. These estimates may vary from the actual prices that would be achieved in an arm's length transaction from recent transactions.
Inputs used in IFRS 16 Leases
Key areas where management has made judgments, estimates, and assumptions related to the application of IFRS 16 include the following:
- Incremental borrowing rate: The incremental borrowing rates are based on judgments including economic environment, term, currency, and the underlying risk inherent to the asset. The carrying balance of the right-of-use assets, lease obligations, and the resulting interest and depreciation expense, may differ due to changes in the market conditions and lease term.
ZIMTU CAPITAL CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended May 31, 2025 and 2024
Expressed in Canadian Dollars
(Unaudited – prepared by management)
NOTE 3 – CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (continued)
Mineral property interests
The carrying amount of the Company’s mineral property interests does not necessarily represent present or future values, and the Company’s mineral property interests have been accounted for under the assumption that the carrying amount will be recoverable. Recoverability is dependent on various factors, including the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development and upon future profitable production or proceeds from the disposition of the mineral properties themselves. Additionally, there are numerous geological, economic, environmental and regulatory factors and uncertainties that could impact management’s assessment as to the overall viability of its properties or to the ability to generate future cash flows necessary to cover or exceed the carrying value of the Company’s mineral properties.
NOTE 4 – MATERIAL ACCOUNTING POLICIES
The policies applied in these condensed interim financial statements are consistent with policies disclosed in Note 4 of the audited financial statements for the year ended November 30, 2024. Therefore, these condensed interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended November 30, 2024.
NOTE 5 – FINANCIAL INSTRUMENTS AND CAPITAL DISCLOSURES
The investment operations of the Company’s business involve the purchase and sale of securities and, accordingly, the majority of the Company’s assets are currently comprised of financial instruments. The use of financial instruments can expose the Company to several risks, including interest rate, credit, currency, liquidity and market risk. A discussion of the Company’s use of financial instruments and their associated risk is provided below:
a) Fair Value
The Company classifies its financial instruments using a fair value hierarchy as a framework for disclosing fair value of financial instruments based on inputs used to value the Company’s investments. The hierarchy of inputs and description of inputs is described as follows:
Level 1 – fair values are based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – fair values are based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); or
Level 3 – fair values are based on inputs for the asset or liability that are not based on observable market data, which are unobservable inputs.
| Level 1 $ | Level 2 $ | Level 3 $ | Total $ | |
|---|---|---|---|---|
| Fair value through profit or loss: | ||||
| Promissory note receivables (Note 8) | 239,841 | - | - | 239,841 |
| Promissory note receivables – related parties (Note 10) | 69,775 | - | - | 69,775 |
| Investment in public company shareholdings (Note 6a) | 8,359,355 | - | - | 8,359,355 |
| Investment in private company shareholdings (Note 6d) | - | - | 1,425,990 | 1,425,990 |
| Investment in warrants (Note 6b) | - | 5,162,594 | - | 5,162,594 |
| As at May 31, 2025 | 8,668,971 | 5,162,594 | 1,425,990 | 15,257,555 |
| Fair value through profit or loss: | ||||
| Promissory note receivables (Note 8) | 256,668 | - | - | 256,668 |
| Promissory note receivables – related parties (Note 10) | 88,932 | - | - | 88,932 |
| Investment in public company shareholdings (Note 6a) | 7,337,696 | - | - | 7,337,696 |
| Investment in private company shareholdings (Note 6d) | - | - | 1,575,990 | 1,575,990 |
| Investment in warrants (Note 6b) | - | 4,548,776 | - | 4,548,776 |
| As at November 30, 2024 | 7,683,296 | 4,548,776 | 1,575,990 | 13,808,062 |
ZIMTU CAPITAL CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended May 31, 2025 and 2024
Expressed in Canadian Dollars
(Unaudited – prepared by management)
NOTE 5 – FINANCIAL INSTRUMENTS AND CAPITAL DISCLOSURES (continued)
The carrying value of cash and GIC, accounts receivable, due from related parties, due from equity investees, accounts payable and accrued liabilities, promissory note payable, lease liabilities and loan payable approximates the fair value because of the short-term nature of these instruments.
b) Credit risk
The Company is not exposed to significant credit risk on its cash and GIC because its cash is placed with major financial institutions and investments are placed with a Canadian chartered bank or with independent investment dealer member of the Canadian Investor Protection Fund. All transactions executed by the Company in listed securities are settled or paid for upon delivery using approved brokers. The risk of default is considered minimal, as delivery of securities sold is only made once the broker has received payment.
c) Liquidity and funding risk
Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s liquidity and operating results may be adversely affected as a result of downturn in stock market conditions generally or related to matters specific to the Company, or if the value of the Company’s investments declines, resulting in losses upon disposition. The Company generates cash flows primarily from its administrative activities and proceeds from the disposition of its investments. The Company has sufficient investments that are freely tradable and relatively liquid to fund its obligations as they become due under normal operating conditions.
d) Market risk
Market risk is the risk that the fair value of or future cash flows from the Company’s financial instruments will significantly fluctuate because of changes in market prices. The Company is exposed to market risk in trading its investments and unfavourable market conditions could result in dispositions of investments at less than favourable prices.
The Company manages market risk by having a portfolio that is not singularly exposed to any one issuer or class of issuers. The Company’s investment activities are currently concentrated primarily across several sectors in the natural resource industry, potash, precious metals, base metals, coal, graphite, rare earth elements, and rare metals. The Company also has set thresholds on purchases of investments. Commodity prices for minerals are impacted by world economic events that dictate the levels of supply and demand as well as the relationship between the Canadian and United States dollar.
e) Foreign currency risk
The Company is not exposed to significant foreign currency risk on fluctuations considering that its assets and liabilities are stated in Canadian dollars.
f) Interest rate risk
The Company is not exposed to significant interest rate risk even though the Company has cash balances, and its current policy is to invest excess cash in certificates of deposit or money market funds of major Canadian chartered banks. The GIC included in investments bear interest at a variable rate, and the Company is, therefore, exposed to the risk of changes in fair value resulting from interest rate fluctuations. The sensitivity of the Company to a variation of 1% in the interest rate would decrease/increase the net loss of the Company by $345. The Company’s other financial assets and financial liabilities do not comprise any interest rate risk since they do not bear interest.
g) Capital management
The Company manages its capital structure and makes adjustments based on the funds available to the Company, in order to meet its daily operating expenses. The Company may raise additional capital for additional cash required. 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 identify and acquire new investment or business opportunities. 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 during the six months ended May 31, 2025 and the year ended November 30, 2024. The Company is not subject to externally imposed capital requirements.
ZIMTU CAPITAL CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended May 31, 2025 and 2024
Expressed in Canadian Dollars
(Unaudited – prepared by management)
NOTE 6 – INVESTMENTS
Investment continuity schedule as at May 31, 2025 and November 30, 2024 is presented as follows:
| Investment in public companies (a) $ | Investment in warrants (b) $ | Investment in GIC (c) $ | Investment in private companies (d) $ | Total $ | |
|---|---|---|---|---|---|
| Balance, November 30, 2023 | 5,434,745 | 868,163 | 34,500 | 1,392,610 | 7,730,018 |
| Cost of shares/warrants acquired | 1,350,598 | - | - | - | 1,350,598 |
| Shares disposed/warrants exercised | (1,745,082) | - | - | - | (1,745,082) |
| Shares received for debt settlement | 261,500 | - | - | - | 261,500 |
| Shares received for property transaction | 180,000 | - | - | - | 180,000 |
| Shares transferred for property transaction | (24,500) | - | - | - | (24,500) |
| Public Company ceased to be equity investment | 531,236 | - | - | - | 531,236 |
| Fair value change | 1,349,199 | 3,680,613 | - | 183,380 | 5,213,192 |
| Balance, November 30, 2024 | 7,337,696 | 4,548,776 | 34,500 | 1,575,990 | 13,496,962 |
| Cost of shares/warrants acquired | 1,027,844 | - | - | - | 1,027,844 |
| Shares disposed/warrants exercised | (388,738) | - | - | - | (388,738) |
| Private company converted to public company | 150,000 | - | - | (150,000) | - |
| Shares received for debt | 24,500 | - | - | - | 24,500 |
| Fair value change | 208,053 | 613,818 | - | - | 821,871 |
| Balance, May 31, 2025 | 8,359,355 | 5,162,594 | 34,500 | 1,425,990 | 14,982,439 |
ZIMTU CAPITAL CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended May 31, 2025 and 2024
Expressed in Canadian Dollars
(Unaudited – prepared by management)
NOTE 6 – INVESTMENTS (continued)
a) Investment in public companies
Investments at fair value through profit or loss as at May 31, 2025 as follows:
| Number of Shares | Cost Base | Market Base | |||
|---|---|---|---|---|---|
| $ | $/Share | $ | $/Share | ||
| Abound Energy | 24 | 46 | 1.96 | 1 | 0.050 |
| Aeonian Resources | 3,000,000 | 150,000 | 0.050 | 105,000 | 0.035 |
| Apex Critical Metals | 4,952,216 | 1,121,480 | 0.226 | 3,813,206 | 0.770 |
| Ameriwest Lithium | 100,000 | 126,869 | 1.27 | 16,000 | 0.160 |
| Arctic Star Exploration | 3,144,000 | 145,080 | 0.05 | 47,160 | 0.015 |
| Ares Strategic Mining | 1,000,000 | 112,425 | 0.11 | 240,000 | 0.240 |
| Blockchain Ventures | 100,000 | 75,000 | 0.75 | 10,000 | 0.100 |
| Commerce Resources | 10,551,687 | 2,213,870 | 0.21 | 580,343 | 0.055 |
| Copper Quest Exploration | 300,000 | 232,084 | 0.77 | 24,000 | 0.080 |
| Core Assets | 967,100 | 818,134 | 0.85 | 241,775 | 0.250 |
| Discovery Lithium | 2,200,000 | 240,000 | 0.11 | 132,000 | 0.060 |
| Enyo Strategic Mining | 100,000 | - | 0.00 | - | 0.000 |
| Fredonia Mining | 666,667 | 100,100 | 0.15 | 360,000 | 0.540 |
| G2 Energy Corp. | 75,000 | 41,250 | 0.55 | 7,875 | 0.105 |
| Gold Port Resources | 9,453 | - | 0.00 | 567 | 0.060 |
| Grizzly Discoveries | 75,000 | 6,000 | 0.08 | 1,875 | 0.025 |
| Huntsman Exploration | 1,000,000 | 30,100 | 0.03 | 125,000 | 0.125 |
| Lake Winn Resources | 573,800 | 353,863 | 0.62 | 68,856 | 0.120 |
| Leocor Mining Inc. | 1,000,000 | 50,000 | 0.05 | 65,000 | 0.065 |
| Lion Rock Resources | 250,000 | 374,651 | 1.50 | 71,250 | 0.285 |
| Maple Gold Mines | 939,000 | 118,450 | 0.13 | 79,815 | 0.085 |
| Nobel Resources | 250,000 | 100,000 | 0.40 | 7,500 | 0.030 |
| Nouveau Life Pharmaceutical | 230,000 | 50,051 | 0.22 | 0. | 0.00 |
| Pantera Silver Corp. | 2,000 | 100 | 0.05 | 760 | 0.380 |
| Pontus Protein | 687,500 | 110,000 | 0.16 | - | 0.000 |
| Refined Energy Corp. | 200,000 | 20,000 | 0.10 | 40,000 | 0.200 |
| Future Fuels | 1,332,084 | 753,409 | 0.57 | 399,625 | 0.300 |
| Sekur Private Data | 700,000 | 24,500 | 0.04 | 31,500 | 0.045 |
| Sonoran Desert Copper | 1,500,000 | 300,000 | 0.25 | 165,000 | 0.110 |
| Green360 Technologies | 120,000 | 53,758 | 0.45 | 4,566 | 0.038 |
| Swmbrd Sports | 13,374,000 | 553,785 | 0.041 | 66,870 | 0.005 |
| Star Copper | 1,320,000 | 330,000 | 0.25 | 1,082,400 | 0.820 |
| Trinex Minerals | 32,240,000 | 289,934 | 0.009 | 28,526 | 0.001 |
| Transforma Resources | 62,000 | 62,000 | 1.00 | 3,410 | 0.055 |
| Xander Resources | 1,315,790 | 250,000 | 0.19 | 539,474 | 0.410 |
Balance, May 31, 2025
9,206,939
8,359,354
ZIMTU CAPITAL CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended May 31, 2025 and 2024
Expressed in Canadian Dollars
(Unaudited – prepared by management)
NOTE 6 – INVESTMENTS (continued)
a) Investment in public companies (continued)
Investments at fair value through profit or loss as at November 30, 2024 as follows:
| Number of Shares | Cost Base | Market Base | |||
|---|---|---|---|---|---|
| $ | $/Share | $ | $/Share | ||
| Abound Energy | 24 | 46 | 1.96 | 1 | 0.050 |
| Apex Critical Metals | 4,672,890 | 953,737 | 0.20 | 4,345,788 | 0.93 |
| Ameriwest Lithium | 100,000 | 126,869 | 1.27 | 14,500 | 0.145 |
| Arctic Star Exploration | 6,483,464 | 302,035 | 0.05 | 97,252 | 0.015 |
| Ares Strategic Mining | 1,000,000 | 112,425 | 0.11 | 170,000 | 0.170 |
| Blockchain Ventures | 100,000 | 75,000 | 0.75 | 34,000 | 0.340 |
| Commerce Resources | 10,551,687 | 2,213,870 | 0.21 | 844,135 | 0.080 |
| Core Assets | 9,671,000 | 818,134 | 0.08 | 435,195 | 0.045 |
| Discovery Lithium | 2,200,000 | 240,000 | 0.11 | 220,000 | 0.100 |
| Enyo Strategic Mining | 100,000 | - | 0.00 | - | 0.000 |
| Fredonia Mining | 666,667 | 100,100 | 0.15 | 226,667 | 0.340 |
| G2 Energy | 75,000 | 41,250 | 0.55 | 375 | 0.005 |
| Gold Port Resources | 9,453 | - | 0.00 | 378 | 0.040 |
| Grizzly Discoveries | 75,000 | 6,000 | 0.08 | 1,500 | 0.020 |
| Homerun Resources | - | - | - | - | - |
| Interra Copper | 300,000 | 232,083 | 0.77 | 28,500 | 0.095 |
| Lake Winn Resources | 573,800 | 353,863 | 0.62 | 45,904 | 0.080 |
| Leocor Gold | 1,000,000 | 50,000 | 0.05 | 135,000 | 0.135 |
| Lion Rock Resources | 300,000 | 449,602 | 1.50 | 40,500 | 0.135 |
| Maple Gold Mines | 939,000 | 118,450 | 0.13 | 51,645 | 0.055 |
| Nobel Resources | 250,000 | 100,000 | 0.40 | 12,500 | 0.050 |
| Newgold Corp | 233,750 | 76,832 | 0.33 | 58,438 | 0.250 |
| Nouveau Life | 230,000 | 50,051 | 0.22 | - | 0.000 |
| Pantera Silver | 2,000 | 100 | 0.05 | 560 | 0.280 |
| Pontus Protein | 687,500 | 110,000 | 0.16 | - | 0.000 |
| Refined Energy | 500,000 | 50,000 | 0.10 | 100,000 | 0.200 |
| Future Fuels | 532,084 | 553,409 | 1.04 | 212,834 | 0.400 |
| Sonoran Desert Copper | 1,500,000 | 300,000 | 0.20 | 157,500 | 0.105 |
| Suvo Strategic Minerals | 120,000 | 53,758 | 0.45 | 4,819 | 0.040 |
| Swmbrd Sports | 13,374,000 | 553,785 | 0.04 | 66,870 | 0.005 |
| Trinex Minerals | 32,240,000 | 289,934 | 0.01 | 29,425 | 0.001 |
| Transforma Resources | 62,000 | 62,000 | 1.00 | 3,410 | 0.055 |
Balance, November 30, 2024
8,393,333
7,337,696
ZIMTU CAPITAL CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended May 31, 2025 and 2024
Expressed in Canadian Dollars
(Unaudited – prepared by management)
NOTE 6 – INVESTMENTS (continued)
b) Investment in warrants
Investments at fair value through profit or loss as at May 31, 2025 as follows:
| Number of Warrants | Expiry Date | Exercise Price $ | Fair Value $ | Fair Value Per Warrant $ | |
|---|---|---|---|---|---|
| Apex Critical Metals | 2,250,000 | July 5, 2026 | 0.40 | 1,011,603 | 0.450 |
| Apex Critical Metals | 375,000 | August 16, 2025 | 0.40 | 141,127 | 0.376 |
| Apex Critical Metals | 2,400,000 | December 14,2025 | 0.067 | 1,690,129 | 0.704 |
| Apex Critical Metals | 278,336 | December 30,2026 | 0.75 | 110,447 | 0.397 |
| Blockchain Venture Capital | 200,000 | May 10, 2026 | 0.92 | 209 | 0.001 |
| Commerce Resources | 1,000,000 | June 25, 2025 | 0.24 | 0 | 0.000 |
| Commerce Resources | 475,000 | December 18, 2025 | 0.29 | 72 | 0.000 |
| Commerce Resources | 3,000,000 | October 30, 2026 | 0.12 | 41,847 | 0.014 |
| Commerce Resources | 751,687 | August 12, 2026 | 0.25 | 2,853 | 0.004 |
| Copper Quest | 150,000 | March 31, 2026 | 0.750 | 237 | 0.002 |
| Core Assets | 82,500 | November 17, 2025 | 0.22 | 458 | 0.006 |
| Discovery Energy | 200,000 | July 31, 2025 | 0.60 | 0 | 0.000 |
| Falcon Gold | 125,000 | January 14, 2026 | 0.200 | 137 | 0.001 |
| Fredonia Mining | 666,667 | September 25, 2027 | 0.30 | 337,418 | 0.506 |
| Future Fuels | 400,000 | December 19, 2026 | 0.400 | 71,651 | 0.179 |
| Huntsman Exploration | 1,000,000 | February 14, 2027 | 0.050 | 111,153 | 0.111 |
| Leocor Gold | 500,000 | November 8, 2027 | 0.10 | 23,476 | 0.047 |
| Refined Energy | 500,000 | June 14, 2026 | 0.13 | 69,193 | 0.138 |
| Sonoran Desert Copper | 1,500,000 | September 13, 2026 | 0.40 | 29,041 | 0.019 |
| Sceptre Ventures | 2,408,200 | March 28, 2026 | 0.050 | 7,577 | 0.003 |
| Star Copper | 1,320,000 | April 9, 2027 | 0.320 | 981,501 | 0.744 |
| Xander Resources | 1,315,790 | March 24, 2028 | 0.250 | 532,465 | 0.405 |
| Balance, May 31, 2025 | 5,162,594 |
ZIMTU CAPITAL CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended May 31, 2025 and 2024
Expressed in Canadian Dollars
(Unaudited – prepared by management)
NOTE 6 – INVESTMENTS (continued)
b) Investment in warrants (continued)
Investments at fair value through profit or loss as at November 30, 2024 as follows:
| Number of Warrants | Expiry Date | Exercise Price $ | Fair Value $ | Fair Value Per Warrant $ | |
|---|---|---|---|---|---|
| Ameriwest Lithium | 215,000 | May 1, 2025 | 1.50 | 52 | 0.000 |
| Abound Energy | 500,000 | December 22, 2024 | 3.00 | - | 0.000 |
| Apex Critical Metals | 2,250,000 | July 5, 2026 | 0.40 | 1,750,180 | 0.778 |
| Apex Critical Metals | 375,000 | August 16, 2025 | 0.40 | 178,529 | 0.476 |
| Apex Critical Metals | 2,400,000 | December 14,2025 | 0.067 | 2,007,286 | 0.836 |
| Blockchain Venture Capital | 200,000 | May 10, 2026 | 0.92 | 17,945 | 0.090 |
| Commerce Resources | 1,000,000 | June 25, 2025 | 0.24 | 4,427 | 0.004 |
| Commerce Resources | 475,000 | December 18, 2025 | 0.29 | 4,812 | 0.010 |
| Commerce Resources | 3,000,000 | October 30, 2026 | 0.12 | 107,586 | 0.036 |
| Commerce Resources | 751,687 | August 12, 2026 | 0.25 | 15,955 | 0.021 |
| Core Assets | 825,000 | November 17, 2025 | 0.22 | 1,140 | 0.001 |
| Discovery Lithium | 200,000 | July 31, 2025 | 0.60 | 2,118 | 0.011 |
| Falcon Gold | 125,000 | January 14, 2026 | 0.20 | 1,265 | 0.010 |
| Fredonia Mining | 666,667 | September 25, 2027 | 0.30 | 223,033 | 0.335 |
| Future Fuels | 78,750 | December 24, 2024 | 1.50 | - | 0.000 |
| Interra Copper | 150,000 | January 31, 2025 | 0.75 | - | 0.000 |
| Lake Winn Resources | 35,000 | May 15, 2025 | 0.90 | 38 | 0.001 |
| Leocor Gold | 500,000 | November 8, 2027 | 0.10 | 56,816 | 0.114 |
| Refined Energy | 500,000 | June 14, 2026 | 0.13 | 75,699 | 0.151 |
| Sonoran Desert Copper | 1,500,000 | September 13, 2026 | 0.40 | 101,895 | 0.068 |
| Balance, November 30, 2024 | 4,548,776 |
c) Investment in GIC
As at May 31, 2025, the Company had two guaranteed investment certificates totaling $34,500 (November 30, 2024: $34,500). Of the total, $23,000 matures on February 26, 2026 with an interest rate of prime minus 2.7%. The remaining $11,500 matures on July 2, 2026 with an interest rate of prime minus 2.7%.
ZIMTU CAPITAL CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended May 31, 2025 and 2024
Expressed in Canadian Dollars
(Unaudited – prepared by management)
NOTE 6 – INVESTMENTS (continued)
d) Investment in private companies
The Company made investments in private companies with the expectation that they will enter public markets in the foreseeable future.
Investments at fair value through profit or loss as at May 31, 2025 and November 30, 2024 are presented as follows:
| Number of Shares | Cost Base | Market Base | |||
|---|---|---|---|---|---|
| $ | $/Share | $ | $/Share | ||
| 1233719 BC Ltd | 1,218,859 | - | 0.00 | - | 0.000 |
| 1316833 BC Ltd | 1,000,000 | 25,000 | 0.25 | 25,000 | 0.025 |
| Auvega Labs | 500,000 | 25,000 | 0.05 | 25,000 | 0.050 |
| Avalon Bridge Capital | 500,000 | - | 0.00 | - | 0.00 |
| Avalon Bridge | 500,000 | - | 0.00 | - | 0.000 |
| Beta Energy | 400,112 | - | 0.00 | - | 0.000 |
| Crown Minerals | 4,620,500 | 92,410 | 0.02 | 92,410 | 0.020 |
| District One Exploration | 33,243 | - | 0.00 | - | 0.000 |
| Hexa Resources | 601,809 | - | 0.00 | - | 0.000 |
| Power One Resources | 170,000 | - | 0.00 | - | 0.000 |
| S1 Capital | 100,000 | - | 0.00 | - | 0.000 |
| Sommerset Energy Partners Corp. | 3,000,000 | 990,000 | 0.33 | 990,000 | 0.330 |
| Valkyrie Oil Trucking Company | 3,000,000 | 293,580 | 0.098 | 293,580 | 0.098 |
Balance, May 31, 2025
1,425,990
1,425,990
| Number of Shares | Cost Base | Market Base | |||
|---|---|---|---|---|---|
| $ | $/Share | $ | $/Share | ||
| 1233719 BC Ltd | 1,218,859 | - | 0.00 | - | 0.000 |
| 1316833 BC Ltd | 1,000,000 | 25,000 | 0.03 | 25,000 | 0.025 |
| Aeonian Resources | 3,000,000 | 150,000 | 0.05 | 150,000 | 0.050 |
| Auvega Labs | 500,000 | 25,000 | 0.05 | 25,000 | 0.050 |
| Avalon Bridge | 500,000 | - | 0.00 | - | 0.000 |
| Beta Energy | 400,112 | 500,000 | 1.25 | - | 0.000 |
| Crown Minerals | 4,620,500 | 92,410 | 0.02 | 92,410 | 0.020 |
| District One Exploration | 33,243 | - | 0.00 | - | 0.000 |
| Hexa Resources | 601,809 | - | 0.00 | - | 0.000 |
| Power One Resources | 170,000 | - | 0.00 | - | 0.000 |
| S1 Capital | 100,000 | - | 0.00 | - | 0.000 |
| Sommerset Energy Partners Corp. | 3,000,000 | 450,100 | 0.15 | 990,000 | 0.330 |
| Valkyrie Oil Trucking Company | 3,000,000 | 150,100 | 0.05 | 293,580 | 0.098 |
Balance, November 30, 2024
1,392,610
1,575,990
ZIMTU CAPITAL CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended May 31, 2025 and 2024
Expressed in Canadian Dollars
(Unaudited – prepared by management)
NOTE 7 – INVESTMENTS IN ASSOCIATES
| Apex $ | Sceptre $ | Total $ | |
|---|---|---|---|
| Balance, November 30, 2023 | 274,885 | 62,039 | 336,924 |
| Shares sold | (455,459) | - | (455,459) |
| Shares acquired | 840,000 | - | 840,000 |
| Gain on derecognition of equity investee | 364,449 | - | 364,449 |
| Fair market value adjustment | - | (20,679) | (20,679) |
| (Loss) from equity investee | (70,139) | (25,572) | (95,711) |
| Reclassified to Investment in Public Companies | (953,736) | - | (953,736) |
| Balance, November 30, 2024 | - | 15,788 | 15,788 |
| Shares sold | - | (8,571) | (8,571) |
| Shares acquired | - | 24,082 | 24,082 |
| (Loss) from equity investee | - | (20,026) | (20,026) |
| Balance, May 31, 2025 | - | 11,273 | 11,273 |
a) Apex Critical Metals Corp. (formerly Eagle Bay Resources Corp.) ("Apex")
Apex is an exploration company with an office in Vancouver, BC, focusing on exploring and developing the Cap Property, located northeast of Prince Rupert in British Columbia. Apex commenced trading on the Canadian Securities Exchange ("CSE") on March 15, 2023. Effective October 24, 2023, the shares of Apex were consolidated on a 10:1 basis.
On November 5, 2019, the Company privately acquired 200,000 shares at a price of $0.25 per share of Apex. On March 24, 2021, the Company privately acquired an additional 850,000 shares of Apex at a price of $0.25 per share through a promissory note. On May 4, 2021, the Company acquired 1,000,000 shares at a price of $0.25 through a private placement. On July 29, 2022, the Company transferred 20,000 shares of Apex with a fair value of $0.27 per share to a vendor in connection with the acquisition of the Wicheeda Extension. Also on July 29, 2022, the Company received 80,000 shares of Apex with a fair value of $0.75 per share in connection with the sale of the Wicheeda Extension. On December 14, 2023, the Company acquired 1,600,000 shares through a private placement at a price of $0.075 per share. On April 12, 2024, Apex ceased to be an investment in associate.
During the six months ended May 31, 2025, the investment was adjusted for $nil (May 31, 2024: $70,139) of equity loss due to the decrease of net assets of Apex and a gain on derecognition of an investment in associate of $nil (May 31, 2024: $364,449). As at May 31, 2025, the Company holds 4,952,216 shares of Apex, equal to 10.18% (November 30, 2024: 11.19%) of Apex's outstanding common shares. As at May 31, 2025, the fair value of the investment is $3,813,206 (November 30, 2024: $4,345,788) based on the market value (Note 6).
b) Sceptre Ventures Inc. ("Sceptre")
Sceptre is a Capital Pool Company ("CPC") as defined in TSX-V Policy 2.4, which cannot carry on any business other than to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction.
On July 25, 2022, the Company received 4,302,626 shares of Sceptre, with a deemed price of $0.06 per share in connection with a shares for debt settlement. By reason of the debt settlement, the Company hold 35.83% of the total issued and outstanding common shares of Sceptre. The debt settlement was approved by the TSX Venture Exchange and by disinterested shareholders of Sceptre because the issuance of the Shares caused the Company to become a "control person" as that term is defined under applicable securities laws. During the six months ended May 31, 2025, the investment was adjusted for $20,026 (May 31, 2024: $13,522) of equity loss due to the decrease of net assets of Sceptre. As at May 31, 2025, the Company holds 6,401,300 shares of Sceptre, equal to 26.65% (November 30, 2024: 34.44%) of Sceptre's outstanding common shares. As at May 31, 2025, the fair value of the investment is $11,273 (November 30, 2024: $15,788).
ZIMTU CAPITAL CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended May 31, 2025 and 2024
Expressed in Canadian Dollars
(Unaudited – prepared by management)
NOTE 7 – INVESTMENTS IN ASSOCIATES (continued)
The financial information as of May 31, 2025 and November 30, 2024 is as follows:
| May 31, 2025 | November 30, 2024 | |
|---|---|---|
| $ | $ | |
| Current assets | 67,934 | 2,723 |
| Current liabilities | 489,266 | 533,044 |
| Shareholders’ equity | (421,332) | (530,321) |
| Expenses | (59,094) | (74,245) |
| Net loss | 59,094 | 74,245 |
NOTE 8 – ADVANCES AND AMOUNTS RECEIVABLE
| May 31, 2025 | November 30, 2024 | |
|---|---|---|
| $ | $ | |
| Accounts receivable | 3,171,368 | 3,032,843 |
| Allowance for expected credit loss | (841,915) | (412,024) |
| Accounts receivable – net of allowance (a) | 2,329,453 | 2,620,819 |
| Promissory note receivable – nominal value | 354,695 | 256,667 |
| Promissory note receivable – fair value change | (114,854) | - |
| Promissory note receivable – fair value (b) | 239,841 | 256,667 |
| Total advances and amounts receivable: | 2,569,294 | 2,877,486 |
a) Accounts receivable
The Company’s accounts receivable consists of amounts billed and outstanding for providing marketing, managerial, and administrative services. The amounts are unsecured, non-interest bearing, and have no specific terms of repayment. As at May 31, 2025, accounts receivable of $841,915 (November 30, 2024: $412,024) were impaired and fully provided by allowance.
See below for the movements in the allowance for expected credit loss:
| $ | |
|---|---|
| As of November 30, 2023 | 124,599 |
| Charge for the year | 287,425 |
| As of November 30, 2024 | 412,024 |
| Charge for the period | 429,891 |
| As of May 31, 2025 | 841,915 |
b) Promissory note receivable
Promissory notes are issued to management and employees for the private sale of shares. These notes are non-interest bearing, have specific dates of repayment but due on demand, and hold share certificates as collateral. The borrowers have the option of repaying by either cash based on the nominal amount of the notes or the underlying shares. The fair values of the promissory notes as at each reporting date are determined as the lower of the market value of the underlying shares and the nominal loan amount.
ZIMTU CAPITAL CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended May 31, 2025 and 2024
Expressed in Canadian Dollars
(Unaudited – prepared by management)
NOTE 9 – PREPAID AND DEPOSITS
The Company’s current prepaid expenses and deposits consist mainly of payments made for rent deposits, installment payments, marketing costs for upcoming tradeshows, and advance payments for property exploration.
| May 31, 2025 $ | November 30, 2024 $ | |
|---|---|---|
| Prepaid share subscriptions | 15,000 | 15,000 |
| Rent deposits | 26,350 | 26,350 |
| Prepaid instalment for Employer Health Tax | - | 15,000 |
| Total | 41,350 | 56,350 |
NOTE 10 – RELATED PARTY TRANSACTIONS
a) Compensation of key management
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and certain members of its Board of Directors. For the six months ended May 31, 2025 and 2024, the Company incurred the following fees and expenses in the normal course of operations and are measured at the exchange amount:
| May 31, 2025 | May 31, 2024 | |
|---|---|---|
| Expenses: | $ | $ |
| Key management compensation | 204,000 | 204,000 |
b) Other related party transactions
The Company provides management and administrative services to related parties. These services include rent, office costs, administration, and staffing.
| May 31, 2025 | May 31, 2024 | |
|---|---|---|
| Revenue: | $ | $ |
| Management administration fees | 108,000 | 288,000 |
| Corporate development and marketing | 25,000 | 191,500 |
As at May 31, 2025 and November 30, 2024, the following amounts were due from (to) related parties and equity investees:
| May 31, 2025 | November 30, 2024 | |
|---|---|---|
| $ | $ | |
| Due from equity investees (Note 7) | ||
| Sceptre Ventures Inc. | 211,036 | 196,054 |
| Due from Related Parties | ||
| Apex Critical Metals Corp. | 6,719 | 1,788 |
| Jody Bellefleur, CFO and Corporate Secretary (Note 8(b)) | 64,045 | 64,942 |
| Kevin Bottomley, director (Note 8(b)) | 5,686 | 4,547 |
| Sean Charland, CEO, President and director (Note 8(b)) | 17,334 | 18,232 |
| Chris Grove, director (Note 8(b)) | 1,210 | 1,210 |
| 94,994 | 90,719 |
The amounts due to/from related parties (excluding the promissory notes disclosed in Note 8(b)) are non-interest bearing, unsecured and have no fixed terms of repayment.
ZIMTU CAPITAL CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended May 31, 2025 and 2024
Expressed in Canadian Dollars
(Unaudited – prepared by management)
NOTE 11 – MINERAL PROPERTY INTERESTS
a) Heyman Properties
During the year ended November 30, 2023, the Company acquired 78 claims from the Estate of David Heyman, which were analyzed and grouped together, depending on location. The remaining claims held by the Company include:
Crystal Lake Claims:
The Crystal Lake Claims consist of an area of ~5,225.9 ha and is located 24 km south of the Village of Fort Fraser, which is approximately 190 km west of Prince George in central British Columbia. Following a short exploration program executed by the Company in 2023, a subsequent program was recommended to follow up on Cu-Mo prospectivity.
Copperline Claims:
The Copperline Claims consist of an area of ~2,741.7 ha and is located in the Omineca Mining Division of British Columbia. In 2023, the Company executed a small exploration program consisting of the collection of 49 soil samples, 1 rock sample and 3 petrographic samples, and a program of ground geophysics consisting of magnetometer and/or I.P. surveys was recommended.
Goldbridge Claims:
The Goldridge Claims consist of a land area of ~183.5 ha and is located 7 km east of the village of Gold Bridge, BC, between the south shore of Carpenter Lake and the North side of Mount Truax. In 2023, the Company executed a short exploration program consisting of basic mapping, rock sampling and road network checking.
b) Eagle Lake, Grove Lake, and Whitefish Lake Claims
On June 15, 2023, the Company entered into a definitive agreement to purchase three separate mining claims generally known as the Eagle Lake claims (the "Eagle Lake Claims"), the Grove Lake claims (the "Grove Lake Claims") and the Whitefish Lake claims (the "Whitefish Lake Claims"), located approximately 350 km northwest of Thunder Bay, Ontario. The Whitefish Lake Claims are comprised of 1,484 claims covering 30,791 hectares, the Grove Lake Claims are comprised of 1,620 claims covering 25,027 hectares, and the Eagle Lake Claims are comprised of 1,439 claims covering 30,302 hectares. Pursuant to agreement entered into with six arm's length vendors "Sellers", the Company has agreed to acquire a 100% interest in the Claims for the following consideration:
- an aggregate cash payment of $315,000 to be paid to the Sellers upon closing of the Acquisition ("Closing") (paid).
- an aggregate of 1,800,000 common shares in the capital of Zimtu ("Zimtu Shares") to be issued to the Sellers upon Closing (issued with a fair value of $540,000); and
- an aggregate cash payment of $315,000 to be paid to the Sellers within four months of Closing (see below for update).
As additional consideration for the acquisition, the Company will grant to one of the Sellers a 1% net smelter returns royalty interest in the future minerals produced from the Claims upon achieving commercial production. The Acquisition was approved by the TSXV on July 14, 2023.
On July 15, 2024, the Company entered into a definitive agreement to sell two separate packages of mining claims generally known as the Eagle Lake claims and the Whitefish Lake claims, respectively (together, the "Claims. The Claims are comprised of 2,923 mineral claims covering approximately 61,093 hectares (~150,964 acres) in Northwestern Ontario. Pursuant to sale agreement between the Company and Discovery Lithium Inc. (the "Purchaser"), the Company has agreed to sell a 100% interest in the Claims for the following consideration: a cash payment of $432,778.50 to be paid to the Company within 180 days following closing of the Transaction ("Closing"); an aggregate of 2,000,000 common shares in the capital of the Purchaser ("Discovery Shares") to be issued to the Company upon Closing (issued); an amount of $315,000 to be paid directly to the original Sellers for the final cash payment due by the Company, and the Purchaser will grant to the Company a 1% net smelter returns royalty interest in the future minerals produced from the Claims upon achieving commercial production. The transaction closed on September 17, 2024 and the TSX Venture Exchange approved the transaction on October 8, 2024. During the six months ended May 31, 2025, $nil (May 31, 2024: $nil) was recognized as a loss from the property sale.
ZIMTU CAPITAL CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended May 31, 2025 and 2024
Expressed in Canadian Dollars
(Unaudited – prepared by management)
NOTE 11 – MINERAL PROPERTY INTERESTS (continued)
| Property Name | Partner | November 30, 2024 $ | Additions $ | Impairment $ | Sales Proceeds $ | Gain (Loss) $ | May 31, 2025 $ |
|---|---|---|---|---|---|---|---|
| Crystal Lake (a)* | N/A | 25,495 | - | - | - | - | 25,495 |
| Copperline (a)* | Staked | 67,253 | 363 | - | - | - | 67,616 |
| Eagle Lake, et al (b) | N/A | 8,373 | 4,270 | - | - | - | 12,643 |
| Eagle Property | Staked | - | 8,973 | - | - | - | 8,973 |
| Goldbridge (a) * | N/A | 9,500 | - | - | - | - | 9,500 |
| Total | 110,621 | 13,606 | - | - | - | 124,227 | |
| Property Name | Partner | November 30, 2023 $ | Additions $ | Impairment $ | Sales Proceeds $ | Gain (Loss) $ | November 30, 2024 $ |
| Crystal Lake (a)* | N/A | 4,315 | 21,180 | - | - | - | 25,495 |
| Copperline (a)* | Staked | 9,908 | 57,345 | - | - | - | 67,253 |
| Eagle Lake, et al (b) | N/A | 1,282,631 | - | **(86,479) | (612,779) | (575,000) | 8,373 |
| Goldbridge (a) * | N/A | 8,006 | 1,494 | - | - | - | 9,500 |
| Trail Property (a) * | N/A | 9,214 | - | (9,214) | - | - | - |
| Total | 1,314,074 | 80,019 | (95,693) | (1,187,779) | - | 110,621 |
*Properties held for sale
NOTE 12 – UNEARNED REVENUE
The Company has entered into agreements with multiple companies to provide corporate development and marketing services for a twelve-month period. These services are billed for in advance and recorded as revenue on the first of the month of the service provided. Amounts received for services provided in the future are included as unearned revenue.
NOTE 13 – PROMISSORY NOTES PAYABLE
On March 22, 2021, the Company entered into an agreement with Arctic Star Exploration Corp. to privately acquire 8,500,000 shares of Apex Critical Metals Corp. (formerly Eagle Bay Resources Corp.) (“Apex”), a private company at the time, at a price of $0.025 per share (see Note 7). A deposit of $35,000 was paid in January 2021. The promissory note has a principal balance totaling $177,500, is non-interest bearing, and due to be paid when Apex obtains a listing on a stock exchange in Canada or the United States, and when the purchased shares are released from escrow as per the stock exchange-imposed restrictions on sale. During the year ended November 30, 2024, the Company paid $50,000 for the early settlement of this promissory note, recording a gain on settlement of $109,375.
NOTE 14 – SHARE CAPITAL
a) Authorized Share Capital
The Company is authorized to issue an unlimited number of common shares without par value. May 9, 2025, the Company completed a consolidation of its issued and outstanding common shares (the “Shares”) on the basis of one (1) new Share (each, a “Post-Consolidated Share”) for every five (5) current outstanding Shares (the “Consolidation”). The Consolidation reduced the number of outstanding Shares from 63,413,303 Shares to 12,682,630 Post-Consolidated Shares.
b) Issued Common Shares
During the six months ended May 31, 2025 and the year ended November 30, 2024:
None.
ZIMTU CAPITAL CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended May 31, 2025 and 2024
Expressed in Canadian Dollars
(Unaudited – prepared by management)
NOTE 14 – SHARE CAPITAL (continued)
c) Stock Options
The Company has an Equity Incentive Plan (the “Plan”) under which it is authorized to grant options, restricted shares units, performance share units or deferred share units to directors, officers, consultants or employees of the Company. At the Company’s Annual General Meeting on July 12, 2023, the shareholders approved the Company’s equity incentive plan and set the number of common shares that may be granted under the Plan to be fixed at 20% of the issued and outstanding shares, being 2,536,526 as of June 9, 2023, the date of board of director approval. A copy of the plan is available to view on SEDAR.
A summary of the stock option transactions under the Company’s stock option plan is presented below:
| Weighted average exercise price $ | Number of options | |
|---|---|---|
| Balance, November 30, 2023 and 2024 | 0.78 | 923,835 |
| Expired | 0.53 | (536,835) |
| Cancelled | 1.125 | (50,000) |
| Balance, May 31, 2025 | 1.13 | 337,000 |
On February 22, 2025, 2,684,176 stock options priced at $0.105 expired unexercised.
As at May 31, 2025, the Company had the following stock options outstanding and exercisable:
| Expiry date | Exercise price $ | Number of options |
|---|---|---|
| June 10, 2026 | 1.125 | 272,000 |
| March 24, 2027 | 1.15 | 65,000 |
| Total | 337,000 | |
| Weighted Average Remaining Contractual Life (Years) | 1.18 |
d) Warrants
A summary of the share purchase warrant transactions is presented below:
| Weighted average exercise price $ | Number of warrants | |
|---|---|---|
| Balance, November 30, 2023 | 0.75 | 7,767,364 |
| Expired | 1.45 | (2,124,500) |
| Balance, November 30, 2024 and May 31, 2025 | 0.48 | 5,642,864 |
ZIMTU CAPITAL CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended May 31, 2025 and 2024
Expressed in Canadian Dollars
(Unaudited – prepared by management)
NOTE 14 – SHARE CAPITAL (continued)
d) Warrants (continued)
As at May 31, 2025, the Company had the following share purchase warrants outstanding:
| Expiry date | Exercise price $ | Number of warrants |
|---|---|---|
| February 21, 2028 | 0.45 | 2,428,556 |
| May 1, 2026 | 0.50 | 2,751,808 |
| July 14, 2026 | 0.50 | 462,500 |
| Total | 5,642,864 | |
| Weighted Average Remaining Contractual Life (Years) | 1.71 |
On February 15, 2024, 1,978,500 share purchase warrants and 3,600 broker warrants priced at $1.50 expired unexercised.
On March 20, 2024, 142,400 share purchase warrants priced at $1.00 expired unexercised.
NOTE 15 – GENERAL AND ADMINISTRATIVE EXPENSES
During the three and six months ended May 31, 2025 and 2024, the Company incurred the following general and administrative expenses:
| Three months ended May 31, 2025 $ | Three months ended May 31, 2024 $ | Six months ended May 31, 2025 $ | Six months ended May 31, 2024 $ | |
|---|---|---|---|---|
| Advertising and promotion | 37,000 | 56,256 | 67,841 | 125,215 |
| Bad debts (Note 8) | 429,891 | - | 429,891 | - |
| ROU asset depreciation (Note 19) | 33,816 | 33,816 | 67,632 | 67,632 |
| Filing fees & transfer agent expenses | 12,550 | 7,624 | 19,155 | 14,207 |
| Lease interest (Note 19) | 6,043 | 9,836 | 13,086 | 20,524 |
| Office and miscellaneous | 38,941 | 45,008 | 84,440 | 91,655 |
| Professional fees | 72,959 | 36,573 | 78,842 | 61,992 |
| Wages and benefits (Note 11) | 219,897 | 271,436 | 503,378 | 586,639 |
| 851,097 | 460,549 | 1,264,265 | 967,864 |
NOTE 16 – SEGMENT INFORMATION
All of the Company’s business is located in Canada. The Company’s segment information is presented by industry according to the nature of their operations and the products and services they provide. Each of the Company’s industry segments represents a strategic business unit offering products and services subject to different risks and returns from those of the other industry segments.
ZIMTU CAPITAL CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended May 31, 2025 and 2024
Expressed in Canadian Dollars
(Unaudited – prepared by management)
NOTE 16 – SEGMENT INFORMATION (continued)
Summary details of the industry segments are as follows:
For the six months ended May 31, 2025:
| Investment in mineral properties $ | Management services $ | Corporate $ | Total $ | |
|---|---|---|---|---|
| Revenue | ||||
| Administrative fees | - | 912,167 | - | 912,167 |
| Corporate development fees | - | 484,822 | 484,822 | |
| - | 1,396,989 | - | 1,396,989 |
For the six months ended May 31, 2025:
| Investment in mineral properties $ | Management services $ | Corporate $ | Total $ | |
|---|---|---|---|---|
| Segment assets | - | - | 18,093,831 | 18,093,831 |
| Expenditure for segment capital assets | 124,227 | - | - | 124,227 |
| 124,227 | - | 18,093,831 | 18,218,058 |
For the six months ended May 31, 2024:
| Investment in mineral properties $ | Management services $ | Corporate $ | Total $ | |
|---|---|---|---|---|
| Revenue | ||||
| Administrative fees | - | 704,000 | - | 704,000 |
| Corporate development fees | - | 569,000 | - | 569,000 |
| - | 1,309,500 | - | 1,309,500 |
For the year ended November 30, 2024:
| Investment in mineral properties $ | Management services $ | Corporate $ | Total $ | |
|---|---|---|---|---|
| Segment assets | - | - | 17,180,932 | 17,180,932 |
| Expenditure for segment capital assets | 110,621 | - | - | 110,621 |
| 110,621 | - | 17,180,932 | 17,291,553 |
ZIMTU CAPITAL CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended May 31, 2025 and 2024
Expressed in Canadian Dollars
(Unaudited – prepared by management)
NOTE 17 – LEASE
The Company has a lease for the rental of their office space. Upon adoption of IFRS 16, the Company recognized lease liabilities of $252,747 in the statements of financial position. The liabilities were measured at the present value of the remaining lease payments discounted using an incremental borrowing rate of 3% for a 1-year term at the date of initial application, December 1, 2019. Variable lease payments of $8,711 monthly occupancy costs are subject to change in each fiscal year and not included in the lease liability. The Company renewed the lease prior to expiry and has recorded the lease liability for the lease now ending on August 31, 2026. The incremental borrowing rate applied to the renewed lease liability was 12%. A summary of the lease liabilities is listed below:
| $ | |
|---|---|
| Balance, November 30, 2023 | 378,497 |
| Interest on lease liabilities | 37,490 |
| Payments of lease liabilities | (156,917) |
| Balance, November 30, 2024 | 259,070 |
| Interest on lease liabilities | 13,086 |
| Payments of lease liabilities | (80,128) |
| Balance, May 31, 2025 | 192,028 |
| Less: current portion | (151,120) |
| Non- current portion | 40,908 |
The following table illustrates the right-of-use asset balances:
| Cost $ | Accumulated depreciation $ | Net book value $ | |
|---|---|---|---|
| Balance at November 30, 2023 | 950,560 | 578,582 | 371,978 |
| Addition | - | 135,264 | (135,264) |
| Balance at November 30, 2024 | 950,560 | 713,846 | 236,714 |
| Addition | - | 67,632 | (67,632) |
| Balance at May 31, 2025 | 950,560 | 781,478 | 169,082 |
The following table illustrates the future lease payments under the lease obligations as at February 28,2025:
| Current (due on or before February 28, 2026) | |
|---|---|
| Total undiscounted lease payments | 163,178 |
| Less: imputed interest | (17,741) |
| Total current carry value of lease obligations | 145,437 |
For the six months ended May 31, 2025, the Company recorded an increase of amortization expense of $67,632 (May 31, 2024 - $67,632) due to the recognition of ROU assets, an increase to interest expense of $13,086 (May 31, 2024 - $20,524) from the unwinding of the discounted value of the lease liabilities, and a decrease to office and miscellaneous expenses of $80,128 (May 31, 2024 - $77,625).
ZIMTU CAPITAL CORP.
Notes to the Condensed Interim Financial Statements
For the six months ended May 31, 2025 and 2024
Expressed in Canadian Dollars
(Unaudited – prepared by management)
NOTE 17 – LEASE (continued)
For the six months ended May 31, 2025, due to the change in the presentation of former operating lease expenses, cash flow from operating activities increased by $80,128 (May 31, 2024 - $77,625) due to the decrease in office and miscellaneous expenses partially offset by increased financial costs. Cash flows from financing activities decreased by $80,128 (May 31, 2024 - $77,625) due to the addition of the principal payments for former operating leases. The overall impact to cash flows for the Company was unchanged.
NOTE 18 – SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
a) Change in Other Working Capital Accounts
For the six months ended May 31, 2025 and 2024:
| | 2025
$ | 2024
$ |
| --- | --- | --- |
| Advances and amounts receivable | (70,519) | (418,509) |
| Due from equity investee | (14,982) | (25,400) |
| GST Payable | (2,474) | 40,130 |
| Prepaid and deposits | 15,000 | 35,000 |
| Accounts payable and accrued liabilities | 43,955 | 52,774 |
| Unearned revenue | 136,687 | (148,575) |
| Due from related parties | (4,275) | (9,028) |
| Variable lease expense payment | (52,266) | (52,266) |
| Short-term lease payment | (6,900) | (6,900) |
| | 44,226 | (532,774) |
b) Other Items
For the six months ended May 31, 2025 and 2024:
| | 2025
$ | 2024
$ |
| --- | --- | --- |
| Shares received for debt | 24,500 | 61,500 |
NOTE 19 – SUBSEQUENT EVENT
On July 14, 2025, the Company announced the sale of its 100% interest in the Copperline Property (“Copperline” or the “Property”), located in north-central British Columbia (the “Transaction”) to Star Copper Corp. (“Star Copper”). The Copperline Property comprises seven mineral claims totaling approximately 2,687 hectares. It is located near Skutsil Knob at the southern end of the Driftwood Range, approximately 120 km north-northeast of Smithers, British Columbia. Under the terms of the agreement, Zimtu will receive the following consideration from Star Copper: (a) the sum of CDN$100,000 in cash on signing of the agreement (received) and $250,000 in cash 6 months from signing (“Cash Consideration”), (b) Issue to the Vendor an aggregate 200,000 common shares on signing of the agreement and 300,000 common shares 6 months from signing (“Share Consideration”), and (c) Pay the Vendor $1,500,000 (the “Bonus”), consisting of $750,000 in cash (“Bonus cash”) and $750,000 in common shares (“Bonus shares”) the completion of a favourable Preliminary Economic Assessment (“PEA”), (d) the Purchaser shall grant a two percent (2.0%) royalty on returns from the commercial production of mineral projects from the Property to the Vendor, (the “NSR Royalty”). The NSR Royalty shall be freely assignable by the Vendor, upon written approval of the Purchaser, and one-half (1.0%) of the NSR Royalty may be purchased at any time within 5 years of the effective date for a cash payment of $1,000,000 to the Vendor. No finder’s fees will be paid in connection with the Transaction. The Transaction involves NonArm’s Length Parties, as such term is defined in Policy 5.3 of the TSX Venture Exchange (the “Exchange”), as Sean Charland is a director of Zimtu and Star and Jody Bellefleur is the Chief Financial Officer of Zimtu and Star. Closing will be subject to, among other conditions, Zimtu obtaining approval for the Transaction from the Exchange.