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Highrock Resources Ltd. — Interim / Quarterly Report 2025
Sep 26, 2025
48415_rns_2025-09-26_a391ee91-ca7d-4caf-9e0a-a0c1822a2b3d.pdf
Interim / Quarterly Report
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HIGHROCK RESOURCES LTD.
Condensed Interim Consolidated
Financial Statements
For the three and six months ended July 31, 2025
(Expressed in Canadian Dollars)
(Unaudited)
NOTICE TO READER
Highrock Resources Ltd.'s (the "Company") independent auditor has not performed a review of these unaudited condensed interim consolidated financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of unaudited condensed interim consolidated financial statements by an entity's auditor.
HIGHROCK RESOURCES LTD.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in Canadian dollars)
(Unaudited)
| As at, | July 31, 2025 | January 31, 2025 |
|---|---|---|
| ASSETS | ||
| Current assets | ||
| Cash | $ 21,600 | $ 22,401 |
| Amounts recoverable | - | 6,433 |
| Prepaid expenses and deposits (Note 6) | 3,000 | 3,000 |
| Total current assets | 24,600 | 31,834 |
| Non-current assets | ||
| Reclamation bond (Note 3) | 15,700 | 15,700 |
| Exploration and evaluation assets (Note 3) | 645,015 | 627,015 |
| Total assets | $ 685,315 | $ 674,549 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||
| Liabilities | ||
| Amounts payable and accrued liabilities (Notes 4 and 6) | $ 84,597 | $ 96,529 |
| Due to related parties (Note 6) | 215,922 | 160,370 |
| Promissory note (Note 6) | 100,000 | 100,000 |
| Total liabilities | 400,519 | 356,899 |
| Shareholders' equity | ||
| Share capital (Note 5) | 1,000,600 | 990,600 |
| Reserves (Note 5) | 208,564 | 208,564 |
| Deficit | (870,401) | (827,547) |
| Foreign currency translation reserve | (53,967) | (53,967) |
| Total shareholders' equity | 284,796 | 317,650 |
| Total liabilities and shareholders' equity | $ 685,315 | $ 674,549 |
Nature of operations and going concern (Note 1)
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements
Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
(Expressed in Canadian dollars)
(Unaudited)
HIGHROCK RESOURCES LTD.
| | Three months ended July 31, | | Six months ended July 31, | |
| --- | --- | --- | --- | --- |
| | 2025 | 2024 | 2025 | 2024 |
| Expenses | | | | |
| Professional fees (Note 6) | $ 23,405 | $ 39,162 | $ 44,257 | $ 50,360 |
| Office and administrative | 11,064 | 7,985 | 17,328 | 12,629 |
| Filing and transfer agent fees (Note 6) | 7,557 | 6,195 | 10,674 | 13,833 |
| Management fees (Note 6) | 4,500 | 17,555 | 9,000 | 33,462 |
| Consulting fees (Note 6) | 1,635 | 60,635 | 3,270 | 158,270 |
| Bank charges and interest (Note 6) | 2,972 | 2,422 | 5,887 | 5,550 |
| Shareholder information | 2,365 | - | 2,365 | 1,270 |
| Travel and promotion | - | 9,278 | - | 14,043 |
| Total expenses | (53,498) | (143,232) | (92,781) | (289,417) |
| Other income and expenses: | | | | |
| Gain on debt forgiveness (Note 6) | - | - | 50,000 | - |
| Foreign exchange gain (loss) | 3 | - | (73) | - |
| Total loss and comprehensive loss for the period | $ (53,495) | $ (143,232) | $ (42,854) | $ (289,417) |
| Weighted average number of common shares outstanding - basic and diluted | 25,939,784 | 19,805,001 | 25,872,404 | 18,526,312 |
| Basic and diluted loss per share | $ (0.00) | $ (0.01) | $ (0.00) | $ (0.02) |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements
HIGHROCK RESOURCES LTD.
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders' Equity
(Expressed in Canadian dollars)
(Unaudited)
| Number of Shares | Share Capital | Reserves | Foreign currency transaction reserve | Deficit | Total | |
|---|---|---|---|---|---|---|
| Balance, January 31, 2024 | 13,305,001 | $ 540,850 | $ 39,264 | $ - | $(398,389) | $ 181,725 |
| Shares issued in private placement (Note 5) | 6,500,000 | 325,000 | - | - | - | 325,000 |
| Fair value of warrants issued (Note 5) | - | (166,400) | 166,400 | - | - | - |
| Share issuance cost - cash fee and shares (Note 5) | - | (5,950) | - | - | - | (5,950) |
| Share issuance cost - brokers' warrants (Note 5) | - | (2,900) | 2,900 | - | - | - |
| Loss and comprehensive loss for the period | - | - | - | - | (289,417) | (289,417) |
| Balance, July 31, 2024 | 19,805,001 | $ 690,600 | $ 208,564 | $ - | $(687,806) | $ 211,358 |
| Balance, January 31, 2025 | 25,805,001 | $ 990,600 | $ 208,564 | $ (53,967) | $(827,547) | $ 317,650 |
| Shares issued for mining rights (Note 5) | 200,000 | 10,000 | - | - | - | 10,000 |
| Loss and comprehensive loss for the period | - | - | - | - | (42,854) | (42,854) |
| Balance, July 31, 2025 | 26,005,001 | $ 1,000,600 | $ 208,564 | $ (53,967) | $(870,401) | $ 284,796 |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements
HIGHROCK RESOURCES LTD.
Unaudited Condensed Interim Consolidated Statements of Cash Flows
(Expressed in Canadian dollars)
(Unaudited)
| For the six months ended July 31, | 2025 | 2024 |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Net loss for the period | $ (42,854) | $ (289,417) |
| Changes in non-cash working capital items: | ||
| Amounts payable and accrued liabilities | (11,933) | (9,533) |
| Prepaid expenses and deposits | - | 5,038 |
| Due to related parties | 55,553 | - |
| Amounts recoverable | 6,433 | (7,466) |
| Net cash provided by (used in) operating activities | 7,199 | (301,378) |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Exploration and evaluation assets | (8,000) | - |
| Net cash used in investing activities | (8,000) | - |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from issuance of shares, net (Note 5) | - | 319,050 |
| Net cash provided by financing activities | - | 319,050 |
| Net change in cash | (801) | 17,672 |
| Cash at the beginning of the period | 22,401 | 89,945 |
| Cash at the end of the period | $ 21,600 | $ 107,617 |
Supplemental disclosure with respect to cash flows (Note 7)
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements
HIGHROCK RESOURCES LTD.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in Canadian dollars)
For the three and six months ended July 31, 2025
(Unaudited)
- Nature of operations and going concern
The Company was incorporated on August 3, 2021 under the laws of the Province of British Columbia, Canada, and its principal activity is the acquisition and exploration of mineral properties in Canada. The Company's registered office and place of business is #600 – 890 West Pender Street, Vancouver, British Columbia, V6C 1J9, and its head office is at 82, Richmond St E 1st Floor, Toronto, Ontario, M5C 1P1.
The Company is in the business of exploring its mineral exploration assets and has not yet determined whether these properties contain ore reserves that are economically recoverable. As at July 31, 2025, the Company has two early stage gold exploration projects in Canada and a uranium exploration project in Colorado USA.
The Company is publicly listed on the Canadian Securities Exchange ("CSE") and trades under the symbol "HRK".
Going Concern
These unaudited condensed interim consolidated financial statements have been prepared on a going concern basis, which presumes the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The ability of the Company to continue as a going concern and the recoverability of the amounts shown for exploration and evaluation assets are dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development, and upon future profitable production or proceeds from the disposition thereof. The Company has sustained losses from operations and expects to incur further losses in the development of its business, and has an ongoing requirement for capital investment to explore its exploration and evaluation asset. As at July 31, 2025, the Company had a working capital deficit of $375,919 (January 31, 2025 - deficit of $325,065). Based on its expected activities, budgeted expenditures, and cash requirements, the Company does not have sufficient cash to finance its expected activities. These material uncertainties may cast significant doubt about the Company's ability to continue as a going concern.
The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future and repay its liabilities arising from normal business operations as they become due. The Company expects that it will need to raise additional capital to accomplish its business plan over the next several years. The Company expects to seek additional financing through equity financing. There can be no assurance as to the availability or terms upon which such financing might be available.
These unaudited condensed interim consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported expenses, and the statement of financial position classifications used, that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.
- Material accounting policy information and basis of preparation
Statement of compliance
The unaudited condensed interim consolidated financial statements of the Company have been prepared in accordance with IFRS Accounting Standards ("IFRS") and interpretations issued by the IFRS Interpretations Committee ("IFRIC") applicable to companies reporting under IFRS. The unaudited condensed interim consolidated financial statements comply with IFRS as issued by the International Accounting Standards Board ("IASB").
The unaudited condensed interim consolidated financial statements were authorized for issue on September 25, 2025 by the directors of the Company.
HIGHROCK RESOURCES LTD.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in Canadian dollars)
For the three and six months ended July 31, 2025
(Unaudited)
2. Material accounting policy information and basis of preparation (cont'd)
Basis of preparation
The unaudited condensed interim consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, except for financial instruments classified as fair value through profit and loss ("FVTPL"), which are stated at their fair value. The unaudited condensed interim consolidated financial statements are presented in Canadian dollars, which is the Company's functional currency, unless otherwise noted.
This interim financial report does not include all of the information required of a full annual financial report and is intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and performance of the Company since the end of the last annual reporting period. It is therefore recommended that this financial report be read in conjunction with the annual consolidated financial statements of the Company for the year ended January 31, 2025. These unaudited condensed interim consolidated financial statements have been prepared using the same accounting policies and methods of application as those in the annual consolidated financial statements.
New standards adopted during the period
Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods on or after February 1, 2025.
The following amendments to various IFRS standards are mandatorily effective for reporting period:
- Amendments to IAS 21 - Lack of Exchangeability
The following amendments to various IFRS standards are mandatorily effective for reporting periods beginning on or after February 1, 2026
- Amendments to IFRS 18 - Presentation and Disclosure in Financial Statements
- Amendments to IFRS 9 - Financial Instruments and IFRS 7 - Financial Instruments - Disclosures
The Company has concluded that the above are not applicable or do not have a material impact to the Company and have been excluded as it is expected to have no impact on the unaudited condensed interim consolidated financial statements.
3. Exploration and evaluation assets
Pathfinder Property (British Columbia)
On August 26, 2021, the Company entered into an option agreement to acquire up to a 75% interest in five mining claims in the Greenwood Mining Division, British Columbia. The optionor under the option agreement, Belmont Resources Inc., had two former common directors with the Company, Gary Musil and James Place. To acquire a 51% interest, the Company must issue 100,000 common shares (issued) and make a cash payment of $5,000 (paid) to the optionor.
To earn the further 24% of the total 75% interest, the Company must pay the optionor $10,000 on or before August 26, 2022 (paid), issue 100,000 common shares on or before six months from the date of initial listing of the Company's shares on a Canadian Stock Exchange (issued), and incur aggregate exploration expenditures of $200,000 of which $75,000 must be incurred before August 26, 2022 (incurred) and $125,000 on or before the first anniversary of the initial listing of the Company's shares on an exchange which occurred on February 28, 2023 (incurred $114,196 as at January 31, 2024) for a total of $189,196. Belmont has confirmed that the Company has met the requirement to incur an aggregate of $200,000 in expenditures. The property is subject to a net smelter royalty of 2% payable to the optionor.
HIGHROCK RESOURCES LTD.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in Canadian dollars)
For the three and six months ended July 31, 2025
(Unaudited)
3. Exploration and evaluation assets (cont'd)
Pathfinder Property (British Columbia) (cont'd)
In February 2022, the Company remitted a $15,700 bond to the Government of British Columbia to acquire a multi-year permit under the Mines Act which is valid until April 30, 2027.
The Dry Creek Property (Colorado)
On September 6, 2024, the Company completed the acquisition of 100% interest in Liberty Uranium, thereby acquiring 100% interest in 73 mining claims in Uravan mining belt, Colorado.
The consideration for the acquisition consisted of (i) issuing Atikokan Resources Ltd. ("Atikokan") an aggregate of 6,000,000 common shares in the capital of the Company at a price of $0.05 (issued and ascribed a fair value of $300,000); and (ii) a cash payment of $100,000 (paid) evidenced by an unsecured promissory note in the amount of $100,000 in favour of Atikokan (issued). The Company also acquired $12,258 in cash upon close of the acquisition.
The Minnitaki Lake Property (Ontario)
On May 21, 2025, the Company entered into an option agreement (the "Option Agreement") with an arm's length optionor (the "Optionor") effective as of May 12, 2025, pursuant to which the Company was granted an option (the "Option") to acquire seven (7) mining claims (116 units) (the "Property") located in the Minnitaki Lake area located between the towns of Dryden and Sioux Lookout in Northwestern Ontario.
Under the terms of the Option Agreement, the Company may exercise the Option to acquire 100% legal and beneficial interest in the Property in exchange for a mix of cash and common shares in the capital of the Company to the Optionor at a price of $0.05 per common share as follows: (i) a cash payment in the amount of $8,000 on signing of the Option Agreement (paid); (ii) 200,000 common shares to be issued to the Optionor on or before the seventh (7th) business day following the date of the Option Agreement (issued); (iii) a cash payment in the amount of $12,000 on the date that is the first anniversary of the Option Agreement; (iv) a cash payment in the amount of $16,000 on the date that is the second anniversary of the Option Agreement; and (v) a cash payment in the amount of $20,000 on the date that is the third anniversary of the Option Agreement.
In the event that the Option is exercised, the Company will grant a 1.5% net smelter returns royalty ("NSR") in favour of the Optionor. The Company retains the right to repurchase 0.5% of the NSR (reducing it to 1.0%) for $600,000 at any time after the NSR is granted.
A continuity of the expenditures on the Company's Exploration and Evaluation Assets is as follows:
| Pathfinder Project | Dry Creek Project | Minnitaki Lake Project | Total | |
|---|---|---|---|---|
| January 31, 2024 | $ 189,196 | $ - | $ - | $ 189,196 |
| Acquisition | - | 387,742 | - | 387,742 |
| Exploration | - | 50,077 | - | 50,077 |
| January 31, 2025 | $ 189,196 | $ 437,819 | $ - | $ 627,015 |
| January 31, 2025 | $ 189,196 | $ 437,819 | $ - | $ 627,015 |
| Acquisition | - | - | 18,000 | 18,000 |
| Exploration | - | - | - | - |
| July 31, 2025 | $ 189,196 | $ 437,819 | $ 18,000 | $ 645,015 |
HIGHROCK RESOURCES LTD.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in Canadian dollars)
For the three and six months ended July 31, 2025
(Unaudited)
- Accounts payable and accrued liabilities
| July 31, 2025 | January 31, 2025 | |
|---|---|---|
| Accounts payable | $ 60,097 | $ 77,779 |
| Accrued liabilities | 24,500 | 18,750 |
| $ 84,597 | $ 96,529 |
- Share capital
Authorized share capital
Unlimited number of common shares without par value.
Common shares:
| Shares | Amount | |
|---|---|---|
| Balance, January 31, 2024 | 13,305,001 | $ 540,850 |
| Shares issued in private placement (i) | 6,500,000 | 325,000 |
| Fair value of warrants issued (i) | - | (166,400) |
| Share issuance cost - cash fee and shares (i) | - | (5,950) |
| Share issuance cost - brokers' warrants (i) | - | (2,900) |
| Balance, July 31, 2024 | 19,805,001 | $ 690,600 |
| Balance, January 31, 2025 | 25,805,001 | $ 990,600 |
| Shares issued for exploration and evaluation assets (ii) | 200,000 | 10,000 |
| Balance, July 31, 2025 | 26,005,001 | $ 1,000,600 |
Issuances
Six months ended July 31, 2024
(i) On April 12, 2024 the Company completed a non-brokered private placement financing for gross proceeds of $325,000 through the issuance of 6,500,000 units in the capital of the Company at a price of $0.05 per unit.
Each unit comprised of one common share in the capital of the Company and one whole common share purchase warrant. Each Warrant entitles the holder thereof to acquire one common share at a price of $0.075 per common share until two years from the date of issuance.
The estimated fair value of the warrants was $166,400 which was determined by the Black-Scholes Option Pricing Model with the following assumptions: an annualized volatility of 100%; an expected life of 2 years; a dividend yield of 0%; and a risk-free rate of 4.17%.
In connection with the offering, the Company paid certain eligible persons: (i) a cash commission in the aggregate of $5,950; and (ii) an aggregate of 112,000 finder warrants each finder warrant is exercisable at a price of $0.075 per common share until April 12, 2026. The estimated fair value of the warrants was $2,900 which was determined by the Black-Scholes Option Pricing Model with the following assumptions: an annualized volatility of 100%; an expected life of 2 years; a dividend yield of 0%; and a risk-free rate of 4.17%.
HIGHROCK RESOURCES LTD.
Notes to Condensed Interim Consolidated Financial Statements
(Expressed in Canadian dollars)
For the three and six months ended July 31, 2025
(Unaudited)
5. Share capital (cont'd)
Issuances (cont'd)
Six months ended July 31, 2025
(ii) On May 30, 2025, the Company issued 200,000 common shares for the option on the Minnitaki Lake property acquisition at $0.05 per share with a share price of $10,000. This was part of exploration and evaluation assets (Note 3).
Stock options
The Company adopted a stock option plan to grant options to individuals exercisable up to 10 years from the date of grant to purchase shares at the market price, less applicable discount, if any. Such grants not to exceed an aggregate of 10% of the issued and outstanding shares and vesting periods will be determined by the Board of Directors.
The following table reflects the continuity of options for the six months ended July 31, 2025 and 2024:
| Number of options | Weighted average exercise price | |
|---|---|---|
| Balance at January 31, 2024 | 700,000 | $ 0.10 |
| Forfeited | (100,000) | 0.10 |
| Balance at July 31, 2024 | 600,000 | $ 0.10 |
| Balance at January 31, 2025 and July 31, 2025 | - | $ - |
Warrants
The following table reflects the continuity of warrants for the six months ended July 31, 2025 and 2024:
| Number of warrants | Weighted average exercise price | |
|---|---|---|
| Balance at January 31, 2024 | ||
| Issued (Note 5) | 350,000 | |
| 6,612,000 | $ 0.10 | |
| 0.075 | ||
| Balance at July 31, 2024 | 6,962,000 | $ 0.08 |
| Balance at January 31, 2025 | ||
| Expired | 6,962,000 | |
| (350,000) | $ 0.08 | |
| (0.10) | ||
| Balance at July 31, 2025 | 6,612,000 | $ 0.075 |
As at July 31, 2025, the following warrants are outstanding as follows:
| Number of Warrants | Exercise price | Expiry date |
|---|---|---|
| 6,612,000 | $ 0.075 | April 12, 2026 |
HIGHROCK RESOURCES LTD.
Notes to Condensed Interim Consolidated Financial Statements
(Expressed in Canadian dollars)
For the three and six months ended July 31, 2025
(Unaudited)
6. Related party transactions
Key management compensation
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company's Board of Directors and Corporate Officers. The remuneration of directors and key management personnel made during the periods ended July 31, 2025 and 2024, are as follows:
| Three months ended | Six months ended | |||
|---|---|---|---|---|
| July 31, | July 31, | |||
| 2025 | 2024 | 2025 | 2024 | |
| Accounting fees | $ 14,330 | $ 16,199 | $ 25,561 | $ 20,967 |
| Management, director and consulting fees | 6,135 | 68,555 | 12,270 | 152,962 |
| Related party balances | $ 20,465 | $ 84,754 | $ 37,831 | $ 173,929 |
During the three and six months ended July 31, 2025, the Company paid consulting fees totaling $nil and $nil respectively, to Nucleus Capital Pte Ltd. ("Nucleus Capital"), controlled by Derrick Dao, the Chief Executive Officer of the Company (three and six months ended July 31, 2024 - $36,000 and $84,500 respectively) as well as $nil and $nil respectively to Greencastle Resources Ltd. ("Greencastle"), controlled by Anthony Roodenburg, a director of the Company (July 31, 2024 - $15,000 and $35,000 respectively). As at July 31, 2025, the Company had accounts payable and accrued liabilities payable to Nucleus Capital of $nil (January 31, 2025 - $50,000) and accounts payable and accrued liabilities payable to Greencastle of $nil (January 31, 2025 - $nil). During the three and six months ended July 31, 2025, the Company recognized a gain of $nil and $50,000 respectively (three and six months ended July 31, 2024 - $nil and $nil respectively) related to the forgiveness of accounts payable previously owed to a related party, Nucleus Capital. Management advisory services with Greencastle and Nucleus Capital have both been terminated during the current period.
On May 23, 2025, the Company signed an agreement terminating the prior verbal agreement to pay a monthly fee of $5,000 to Greencastle for management advisory services.
On June 6, 2025, the Company signed an agreement terminating the prior agreement to pay a monthly fee of $12,000 to Nucleus Capital for management advisory services.
During the three and six months ended July 31, 2025, the Company paid professional fees, office and general totaling $14,330 and $25,561 respectively (three and six months ended July 31, 2024 - $16,199 and $20,967 respectively) to Marrelli Support Services Inc., and certain of its affiliates, together known as the "Marrelli Group", for: (i) Carmelo Marrelli, beneficial owner of the Marrelli Group, to act as the Chief Financial Officer of the Company and (ii) bookkeeping, regulatory filing and transfer agent services. As at July 31, 2025, the Marrelli Group was owed $24,972 (January 31, 2025 - $2,070) and these amounts were included in amounts payable and accrued liabilities. The Marrelli Group was also paid a retainer fee of $3,000 which is included in prepaid expenses and deposits (January 31, 2025 - $3,000).
On November 30, 2023, the Company issued to a non-arm's length creditor of the Company, Greencastle an interest bearing promissory note in the principal amount of $100,000. Greencastle is a significant shareholder and has a director in common with the Company. Interest on the outstanding principal amount of the note will accrue from time to time of the principal amount until the principal amount is repaid in full at the rate per annum equal to the prime rate plus two per cent, calculated monthly, as well after as before maturity and both before and after default. The principal amount and any accrued and unpaid interest owing was to become due and be paid in full on December 31, 2024. On February 26, 2025, the note due date was extended to December 31, 2025. For the six months ended July 31, 2025, the Company accrued interest of $3,496 in connection with this loan (July 31, 2024 - $5,038). Total accrued interest at July 31, 2025 amount to $13,376 (January 31, 2025 - $9,809).
- 10 -
HIGHROCK RESOURCES LTD.
Notes to Condensed Interim Consolidated Financial Statements
(Expressed in Canadian dollars)
For the three and six months ended July 31, 2025
(Unaudited)
6. Related party transactions (cont'd)
On January 17, 2025, the Company issued to an non-arm's length creditor of the Company, Greencastle an interest bearing promissory note in the principal amount of $50,000. Greencastle is a significant shareholder and has a director in common with the Company. Interest on the outstanding principal amount of the note will accrue from time to time of the principal amount until the principal amount is repaid in full at the rate per annum equal to the prime rate plus two per cent, calculated monthly, as well after as before maturity and both before and after default. The principal amount and any accrued and unpaid interest owing shall become due and be paid in full on December 31, 2025. For the period ended July 31, 2025, the Company accrued interest of $1,748 in connection with this loan (July 31, 2024 – $143). Total accrued interest at July 31, 2025 amount to $1,891 (January 31, 2025 – $575).
On May 23, 2025, the Company issued to a non-arm's length creditor of the Company, Greencastle an interest bearing promissory note in the principal amount of $50,000. Greencastle is a significant shareholder and has a director in common with the Company. Interest on the outstanding Principal Amount of the Note will accrue from time to time of the Principal Amount until the Principal Amount is repaid in full at the rate per annum equal to the Prime Rate plus two per cent, calculated monthly, as well after as before maturity and both before and after default. The Principal Amount and any accrued and unpaid interest owing shall become due and be paid in full on December 31, 2025. For the period ended July 31, 2025, the Company accrued interest of $655 in connection with this loan (July 31, 2024 – $nil). Total accrued interest at July 31, 2025 amount to $655 (January 31, 2025 – $nil).
The total owed to Greencastle from these two promissory notes was $215,922 (January 31, 2025 - $160,370) as at July 31, 2025. This balance consists of advances received and invoices paid on behalf.
On February 26, 2025, the Company entered into an agreement with related parties to offset related notes as summarized below:
Greencastle and Derrick Dao ("Dao") entered into a share purchase agreement dated May 25, 2024 (the "Dao SPA") pursuant to which Dao acquired all of the issued and outstanding shares in the capital of Liberty Uranium Corporation (Liberty Uranium) from Greencastle in consideration for an unsecured promissory note in favour of Greencastle in the amount of $100,000 (the "Dao Note");
Pursuant to a share purchase agreement (the "Atikokan SPA") dated June 15, 2024, between Liberty Uranium, Dao, as vendor, and Atikokan Resources Ltd. (Atikokan), as purchaser, Atikokan acquired all of the issued and outstanding shares in the capital of Liberty Uranium from Dao in consideration of 3,500,000 common shares in the capital of Atikokan and the assumption of the Dao Note thereby issuing an unsecured promissory note in favour of Greencastle in the amount of $100,000 (the "Atikokan Note");
Pursuant to a share purchase agreement (the "Highrock SPA") dated August 16, 2024, between Liberty Uranium, Atikokan, as vendor, and Highrock, as purchaser, Highrock acquired all of the issued and outstanding shares in the capital of Liberty Uranium from Atikokan in consideration of 6,000,000 common shares in the capital of Highrock and the assumption of the Atikokan Note thereby issuing an unsecured promissory note in favour of Atikokan in the amount of $100,000 (the "Highrock Note");
For greater clarity the agreement on February 26, 2025, resulted in the parties agreeing to the off-setting of the Dao Note, Atikokan Note, and Highrock Note. As a result as of July 31, 2025, the Company has a promissory note in the amount of $100,000 due to Greencastle.
- 11 -
HIGHROCK RESOURCES LTD.
Notes to Condensed Interim Consolidated Financial Statements
(Expressed in Canadian dollars)
For the three and six months ended July 31, 2025
(Unaudited)
7. Supplemental disclosure with respect to cash flows
The Company incurred the following non-cash financing and investing transactions that are not reflected in the unaudited condensed interim consolidated statement of cash flows:
| For the six months ended | July 31, 2025 | July 31, 2024 |
|---|---|---|
| Non-cash financing and investing activities: | ||
| Fair value of shares issued for E&E assets (Note 5) | 10,000 | - |
| Fair value of brokers' warrants (Note 5) | - | 2,900 |
| Fair value of private placement warrants (Note 5) | - | 166,400 |
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