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Mammoth Resources Corp. Audit Report / Information 2025

Jun 3, 2025

46769_rns_2025-06-02_f378c195-3a00-4a07-a2b2-29edf7a25863.pdf

Audit Report / Information

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MAMMOTH RESOURCES CORP.

Consolidated Financial Statements of Mammoth Resources Corp.

For the years ended January 31, 2025 and 2024
(Expressed in Canadian Dollars)


KRESTON GTA

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Mammoth Resources Corp.

Opinion

We have audited the accompanying consolidated statements of Mammoth Resources Corp. (the "Company"), which comprise the consolidated statement of financial position as at January 31, 2025, and the consolidated statement of loss and comprehensive loss, consolidated statement of changes in equity, consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of January 31, 2025, and its consolidated financial performance and its consolidated cash flows for the year then ended, in conformity with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 2 in the consolidated financial statements, which indicates that the Company incurred a net loss of $453,127 during the year ended January 31, 2025 (January 31, 2024: $426,330) and, as of that date, the Company's current liabilities exceeded its total assets by $787,526 (January 31, 2024: $334,399). As stated in Note 2, these events or conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matter

The key audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

knowing you.

Kreston GTA LLP is a partnership registered in Ontario, Canada.

8953-8965 Woodbine Avenue Markham, Ontario, L3R 0J9

66 Wellington Street Aurora, Ontario, L4G 1H8

krestongta.com

An independent member of the Kreston Global network

MEMBER OF THE FORUM OF FIRMS


KRESTON GTA

Key Audit Matter (continued)

The communication of the key audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the key audit matter below providing a separate opinion on the key audit matter or on the accounts or disclosures to which it relates.

Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our report.

Other Matter

The financial statements of the Company for the year ended January 31, 2024 were audited by another auditor who expressed an unmodified opinion on those financial statements on May 31, 2024.

Other Information

Management is responsible for the other information. The other information comprises Management's Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.


KRESTON GTA

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements (continued)

Reasonable assurance is a high level of assurance, but it is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements.

We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.


KRESTON GTA

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor’s report is Akil Pervez.

Kreston GTA LLP

Chartered Professional Accountants
Markham, Canada
June 2, 2025

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MAMMOTH RESOURCES CORP.
Consolidated Statements of Financial Position
(Expressed in Canadian dollars)

As at, Notes January 31, 2025 January 31, 2024
ASSETS
Current
Cash $ 4,590 $ 10,039
Short-term investments 5 - 21,521
Sales taxes recoverable 4 7,130 5,886
Total assets $ 11,720 $ 37,446
LIABILITIES
Current
Accounts payable and accrued liabilities 6, 9 $ 737,556 $ 360,437
Due to related party 9 -
Loan from related party 9 61,690 11,408
Total liabilities 799,246 371,845
SHAREHOLDER'S EQUITY
Share capital 7 6,100,061 6,100,061
Contributed surplus 7 391,646 472,936
Accumulated deficit (7,279,233) (6,907,396)
Total shareholders' equity (deficiency) (787,526) (334,399)
Total liabilities and shareholders' equity (deficiency) $ 11,720 $ 37,446
Going concern 2
Commitments and contingencies 13

Approved on behalf of the board on June 2, 2025

(signed) “Tom Atkins”
Director

(signed) “Paul O’Brien”
Director

The accompanying notes are an integral part of these consolidated financial statements.


MAMMOTH RESOURCES CORP.

Consolidated Statements of Loss and Comprehensive Loss
(Expressed in Canadian dollars)

Notes For the years ended January 31,
2025 2024
Expenses
Exploration and evaluation 6, 9 $ 299,577 $ 286,080
General and administrative 10 29,419 33,047
Management fees 9 49,000 53,667
Professional fees 37,482 48,353
Interest expense 9 5,805 293
Foreign exchange 32,111 8,163
Net loss before other items 453,394 429,603
Other items
Interest income 5 267 3,273
Net loss and comprehensive loss $ (453,127) $ (426,330)
Net loss per share - basic and diluted 8 $ (0.01) $ (0.01)
Weighted average shares outstanding basic and diluted 67,329,753 67,329,753

The accompanying notes are an integral part of these consolidated financial statements.


MAMMOTH RESOURCES CORP.

Consolidated Statements of Cash Flows
(Expressed in Canadian dollars)

| | For the years ended
January 31, | |
| --- | --- | --- |
| | 2025 | 2024 |
| Cash flow used in operating activities | | |
| Loss for the year | $ (453,127) | $ (426,330) |
| Items not affecting cash: | | |
| Interest expense | - | 293 |
| Interest income | - | (2,803) |
| Net change in non-cash working capital balances: | | |
| Taxes recoverable | (1,244) | (4,217) |
| Prepaid expenses | - | 18,307 |
| Accounts payables and accrued liabilities | 377,121 | 224,145 |
| Cash flow used in operating activities | (77,250) | (190,605) |
| Cash flow provided by (used in) financing activities | | |
| Loan received from related party | 50,280 | 35,555 |
| Repayment of loan from related party | - | (38,189) |
| Repayment of interest payable | - | (478) |
| Cash flow (used in) financing activities | 50,280 | (3,112) |
| Cash flows provided by (used in) investing activities | | |
| Short-term investments | 21,521 | 177,500 |
| Cash flow provided by investing activities | 21,521 | 177,500 |
| Net change in cash | (5,449) | (16,217) |
| Cash at the beginning of the year | 10,039 | 26,256 |
| Cash at the end of the year | $ 4,590 | $ 10,039 |

The accompanying notes are an integral part of these consolidated financial statements.


MAMMOTH RESOURCES CORP.

Consolidated Statements of Changes in Shareholders' Equity (Deficiency)
(Expressed in Canadian dollars)

Share Capital Reserve Contributed surplus Accumulated deficit Total
Number of shares Amount
Balance January 31, 2023, restated 67,329,753 $ 6,100,061 $ 472,936 $ (6,481,066) $ 91,931
Net loss for the year - - - (426,330) (426,330)
Balance, January 31, 2024 67,329,753 $ 6,100,061 $ 472,936 $ (6,907,396) (334,399)
Options expired - - (81,290) 81,290 -
Net loss for the year - - - (453,127) (453,127)
Balance, January 31, 2025 67,329,753 $ 6,100,061 $ 391,646 $ (7,279,233) $ (787,526)

The accompanying notes are an integral part of these consolidated financial statements.


Mammoth Resources Corp.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2025 and 2024

(Expressed in Canadian dollars)

1. Nature of operations

Mammoth Resources Corp. (“Mammoth” or the “Company”) was incorporated on January 7, 2011 under the Canada Business Corporations Act, and is involved in the acquisition, exploration and evaluation of mining properties in Mexico. Its stock is listed on the TSX Venture Exchange under the symbol MTH. The head office of the Company is located at 410-150 York Street, Toronto, Ontario Canada M5H 3S5.

Mammoth is an exploration stage company and currently has interests in mineral exploration properties in Mexico. Substantially all of the Company’s efforts are devoted to financing and developing these properties and/or acquiring new ones. There has been no determination whether the Company's interests in mineral exploration properties contain mineral reserves, which are economically recoverable.

Title to the exploration project involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of mineral claims. The Company has investigated title to all of its exploration asset interests and, to the best of its knowledge, title is in good standing.

2. Going concern

The financial statements have been prepared on the basis of accounting principles applicable to a going concern, which contemplate the realization of assets and the discharge of liabilities in the ordinary course of business. As of January 31, 2025, the Company had recurring net losses, negative cash flows from operations and a working capital deficiency. In addition, the Company has future spending commitments with the Government of Mexico to keep its exploration concessions in good standing.

As at January 31, 2025, the Company had an accumulated deficit of $7,279,233 (January 31, 2024 - $6,907,396) and a working capital deficiency of $787,526 (January 31, 2024 – working capital deficiency of $334,399). For the year ended January 31, 2025, the Company incurred a net loss of $453,127 (January 31, 2024 – $426,330). The business of exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The Company's continued existence is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves and the achievement of profitable operations. The Company also is dependent upon its ability to continue to raise adequate financing and there can be no assurances that the Company will be successful. These circumstances comprise a material uncertainty, which may lend significant doubt as to the ability of the Company to continue as a going concern. Changes in future conditions could require material write-downs of the carrying values.

The consolidated financial statements do not reflect the adjustments or reclassification of assets and liabilities, which would be necessary if the Company were unable to continue its operations as a going concern.

3. Basis of preparation and significant accounting policies

Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) effective for the reporting period.

There are no new IFRS and/or IFRIC pronouncements currently in effect that would have a material effect on the Company.

These consolidated financial statements were approved and authorized for issuance on June 2, 2005, by the Board of Directors of the Company.


Mammoth Resources Corp.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2025 and 2024

(Expressed in Canadian dollars)

3. Basis of preparation and significant accounting policies (Continued)

Basis of measurement

These consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments measured at their fair value. In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information.

Functional and presentation currency

These consolidated financial statements are presented in Canadian dollars, unless otherwise noted, which is the functional currency of the Company. The functional currency of Mammoth Resources Canada Corp. and Mammoth Resources International Corp. is the Canadian dollar while the functional currency of Recursos Mineros Mamut S.A. de C.V. is the Mexican Peso.

Basis of consolidation

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.

Name of subsidiary Principal activity Country of incorporation Ownership interest
Mammoth Resources Canada Corp. Holding company Canada 100%
Mammoth Resources International Corp. Holding company Canada 100%
Recursos Mineros Mamut S.A. de C.V. Mineral exploration Mexico 100%

All inter-company balances and transactions, income and expenses have been eliminated upon consolidation.

Exploration and evaluation assets

Costs related to the acquisition and exploration of exploration and evaluation assets are expensed until the commencement of commercial production. The cost of exploration properties, including the cost of acquiring prospective properties and exploration rights, and exploration and evaluation costs are expensed until it has been established that a mineral property is commercially viable and technically feasible.

Where the Company enters into arrangements with a third party to option a working interest in a mineral property held by the Company, in exchange for cash and/or share consideration and/or certain exploration expenditures on the property, the exploration incurred by the third party is not recognized as part of the Company's interest and any cash/share consideration received is offset against the carrying value of the property and property option income is recognized if and when an excess arises. During the year ended January 31, 2024, the Company changed its accounting policy of capitalizing exploration and evaluation expenditures.

Impairment of non-financial assets

The Company reviews its exploration and evaluation assets on an annual basis to determine if events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable. The recoverability of costs incurred on the exploration and evaluation assets is dependent upon numerous factors including exploration results, environmental risks, commodity risks, political risks, and the Company's ability to attain profitable production. It is reasonably possible, based on existing knowledge, that changes in future conditions in the near-term could require a change in the determination of the need for and amount of any write down.

Impairment exists when the carrying amount of the asset, or group of assets, exceeds its recoverable amount. The impairment loss is the amount by which the carrying value exceeds the recoverable amount and such loss is recognized in the statement of loss and comprehensive loss. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.


Mammoth Resources Corp.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2025 and 2024

(Expressed in Canadian dollars)

3. Basis of preparation and significant accounting policies (Continued)

Provision for closure and reclamation

The Company recognizes statutory, contractual or other legal obligations related to the retirement of its mineral properties and its tangible long-lived assets when such obligations are incurred, if a reasonable estimate of fair value can be made. These obligations are measured initially at fair value and the resulting costs are capitalized to the carrying value of the related asset. In subsequent periods, the liability is adjusted for any changes in the amount or timing and for the discounting of the underlying future cash flows. The capitalized asset retirement cost is amortized to operations over the life of the asset. Management has determined that there was no provision required for closure and reclamation as at the date of this report.

Basic and diluted loss per share

Basic income or loss per share is calculated using the weighted average number of shares outstanding during the period. In order to determine diluted loss per share, any proceeds from the exercise of dilutive stock options or warrants would be used to repurchase common shares at the average market price during the period, with the incremental number of shares being included in the denominator of the diluted loss per share calculation. The dilutive effect of convertible securities is reflected in diluted loss per share assuming such conversion occurred at the beginning of the period. The diluted loss per share calculation excludes any potential conversion of stock options or warrants that would decrease loss per share.

Income taxes

Income tax on profit or loss for the years presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates substantively enacted at year-end.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Share-based payment transactions

The fair value of stock options granted to employees is measured at the grant date and recognized over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option-pricing model, taking into account the terms and conditions upon which the options were granted. At each statement of financial position date, the amount recognized as an expense is adjusted to reflect the actual number of stock options that are expected to vest. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee, including directors of the Company.

The fair value of share-based payments to non-employees and other share-based payments are based on the fair value of the goods or services received. However, if the fair value of goods and services received cannot be estimated reliably, the share-based payment transaction is measured at the fair value of the equity instruments granted at the date the Company receives the goods or services. At expiry, the value of expired stock options are transferred into accumulated deficit, while the value of expired warrants are transferred into share capital.

Unit placements

Proceeds from unit placements are allocated between shares and warrants issued using the residual value method to determine the fair value of warrants issued. The proceeds are first attributed to the shares according to the fair market value at the time of issuance and any residual amount is allocated to the warrants.

Share issuance costs

Share issuance costs incurred on the issue of the Company's shares are charged directly to share capital.


Mammoth Resources Corp.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2025 and 2024

(Expressed in Canadian dollars)

3. Basis of preparation and significant accounting policies (Continued)

Foreign exchange

Items included in the financial statements of each of the Company’s subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional currency of the Company and each of its subsidiaries is the Canadian dollar.

Transactions in currencies other than the Canadian dollar are recorded at exchange rates prevailing on the dates of the transactions. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated at the period end exchange rate while non-monetary assets and liabilities are translated at historical rates.

Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are included in profit or loss.

Financial instruments

Financial assets

Financial assets are classified as either financial assets at fair value through profit or loss (“FVTPL”), fair value through other comprehensive income (“FVTOCI”) or amortized cost. The Company determines the classification of financial assets at initial recognition.

Financial assets at fair-value through profit or loss (“FVTPL”)

Financial instruments classified as FVTPL are reported at fair value at each reporting date, and any change in fair value is recognized in the statement of loss and comprehensive loss in the period during which the change occurs. Realized and unrealized gains or losses from assets held at FVTPL are included in gains or losses in the period in which they arise.

Financial assets at fair-value through other comprehensive income (“FVTOCI”)

Financial assets carried at FVTOCI are initially recorded at fair value plus transaction costs with all subsequent changes in fair value recognized in other comprehensive income (loss). For investments in equity instruments that are not held for trading, the Company can make an irrevocable election (on an instrument-by-instrument bases) at initial recognition to classify them as FVTOCI. On the disposal of the investment, the cumulative change in fair value remains in other comprehensive income (loss) and is not reclassified to profit or loss.

Financial assets at amortized cost

Financial assets are classified at amortized cost if the objective of the business model is to hold the financial asset for the collection of contractual cash flows, and the asset’s contractual cash flows are comprised solely of payments of principal and interest. A provision is recorded based on the expected credit losses for the financial asset and reflects changes in the expected credit losses at each reporting period.

Financial liabilities

Financial liabilities are initially recorded at fair value and subsequently measured at amortized cost, unless they are required to be measured at FVTPL (such as derivatives) or the Company has elected to measure at FVTPL.

The Company’s financial assets and liabilities are classified as follows:

Classification
Cash FVTPL
Receivables Amortized cost
Trade payables Amortized cost
Due to related parties Amortized cost
Loan from related party Amortized cost
Interest payable to related party Amortized cost

Impairment

The Company follows an ‘expected credit loss’ model which requires a loss allowance to be recognized based on expected credit losses. This applies to financial assets measured at amortized cost. The expected credit loss model requires an entity to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in initial recognition.


Mammoth Resources Corp.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2025 and 2024

(Expressed in Canadian dollars)

3. Basis of preparation and significant accounting policies (Continued)

Fair value

Financial instruments measured at fair value are summarized into the following fair value hierarchy as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
  • Level 3: Inputs for the assets or liabilities that are not based on observable market data.

Cash is measured at level 1 inputs of the fair value hierarchy.

The carrying values of current financial assets and liabilities approximate their fair values due to the short-term nature of these instruments.

Critical accounting estimates and judgments

The preparation of these consolidated financial statements require management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical accounting estimates

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the financial position reporting date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

  1. whether or not an impairment has occurred in its exploration and evaluation assets.
  2. inputs used in the valuation model to determine the fair value of stock options.

Critical accounting judgments

The following are key assumptions concerning the future and other key sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year:

  1. going concern of operations;
  2. the accounting policy for exploration and evaluation assets;
  3. determining the provisions for income taxes and the recognition of deferred income taxes; and,
  4. the determination of categories of financial assets and financial liabilities.

New and amended IFRS standards not yet effective

A number of new standards are not yet effective for the year ended January 31, 2025, and have not been applied in preparing these financial statements. Many are not applicable to, or do not have a significant impact on the Company and have therefore been excluded. The following have not been adopted and are being evaluated to determine their impact on the Company's consolidated financial statements:

IFRS 10 – Consolidated Financial Statements (“IFRS 10”) and IAS 28 – Investments in Associates and Joint Ventures (“IAS 28”) were amended in September 2014 to address a conflict between the requirements of IAS 28 and IFRS 10 and clarify that in a transaction involving an associate or joint venture, the extent of gain or loss recognition depends on whether the assets sold or contributed constitute a business. The effective date of these amendments is yet to be determined, however early adoption is permitted.


Mammoth Resources Corp.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2025 and 2024

(Expressed in Canadian dollars)

4. Sales taxes recoverable

The Company’s government taxes recoverable arise from two main sources: The Canadian harmonized sales tax (“GST”/”HST”) receivable due from the Canadian government taxation authorities and the value added tax (“VAT”) receivable due from Mexican government taxation authorities.

January 31, 2025 January 31, 2024
Canadian Sales Tax (GST/HST) $ 7,130 $ 5,886
$ 7,130 $ 5,886

The Company exercises judgment in presenting the Mexican Sales Tax (VAT) recoverable as non-current. It is management’s judgment that the VAT recoverable is a non-current asset as the timing of the receipt cannot be determined.

5. Short-term investments

As of January 31, 2025 the Company held $ Nil (January 31, 2024 - $21,521) of GIC investments. The $21,521 in GIC investments held at January 31, 2024 matured during the current year reporting period.

6. Exploration and evaluation projects

The Company has incurred the following acquisition costs and exploration costs on its exploration and evaluation projects:

Tenoriba Project For the year ended January 31, 2025 For the year ended January 31, 2024
Acquisition costs, opening balance $ 216,614 $ 216,614
Additions - -
Total acquisition costs 216,614 216,614
Exploration costs, opening balance 4,575,477 4,289,397
Additions for the year 299,577 286,080
Total exploration costs 4,875,054 4,575,477
Total exploration and evaluation expenditures $ 5,091,668 $ 4,792,091

Title to exploration and evaluation assets involve certain inherent risks due to the difficulty of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyance history of exploration and evaluation assets. The Company has investigated title to all of its exploration and evaluation assets, and, to the best of its knowledge, title to all of its properties, except as described below, are properly registered and in good standing. However, there can be no guarantee of title and the exploration and evaluation assets may otherwise be subject to prior claims, agreements, or transfers and rights of ownership may be affected by undetected defects. The properties in which the Company has earned or committed to earn an interest are located in Mexico.

Tenoriba Area

Mammoth signed an agreement (the "Agreement") with two private Mexican citizens on July 3, 2012 to option the Tenoriba project in southwestern Chihuahua State, Mexico. The Agreement pertained to three concessions, Mapy, Mapy2 and Fernanda, collectively referred to as the Tenoriba Project. The terms of the Agreement permitted the Company to acquire a 100% interest in the Tenoriba Project, subject to a 2.0% Net Smelter Return (“NSR”) royalty payable to the vendors upon commercial production (the royalty can be purchased by the Company at any time within a two-year period from commencement of commercial production for US$1,500,000). The Company has met the terms of the agreement and has earned a 100% interest in the Tenoriba Project, subject to the 2.0% NSR.

6. Exploration and evaluation projects (Continued)


Mammoth Resources Corp.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2025 and 2024

(Expressed in Canadian dollars)

On October 3, 2012, the Company, through its Mexican subsidiary, registered the Mapy3 concession, located near the Mapy and Mapy2 concessions. On February 18, 2018, the Company received confirmation of title from the Dirección General de Minas (mining department of the Mexican government) acknowledging title to the Mapy3 concession. The Company is 100% holder of this concession which is now part of the Tenoriba Area.

The Tenoriba Area is thus comprised of four concessions, Mapy, Mapy2, Mapy3 (collectively the "Mapy Concessions") and Fernanda.

As at January 31, 2025 the Company has $446,556 (MXN$6,369,291) in estimated unpaid concession fees (January 31, 2024 - $313,319, (MXN$4,016,393). In conducting operations in Mexico, the Company is subject to certain considerations and risks. These include risks such as the political, economic, and legal environments. As a result of these risks, the Company's results may be adversely affected by changes in the political and social conditions and by changes in governmental policies with respect to mining laws and regulations and rates and methods of taxation. The Company is aware of recent legislative changes in Mexico applicable to the mining industry. The full impact of these legislative changes have not been completely determined as the industry awaits further clarifications from the government on these proposed changes. The Company believes it has taken action to preserve its interests in its mineral concessions. The Company will continue to monitor the legislative changes and will best respond as these laws, regulations, or the Company's status becomes more clear. Should the Company decide not to pay these unpaid concession fees, this could result in loss of title to property.]

7. Share capital and reserves

Share capital

The authorized share capital of the Company is an unlimited number of common shares without par value. All issued shares are fully paid.

Number Amount
Balance at January 31, 2025, 2024 and 2023 67,329,753 $ 6,100,061

Stock options

The Company's stock option plan (the "Plan") is a 10% rolling Plan, whereby the maximum number of common shares that may be reserved for issuance under it shall not exceed 10% of the then outstanding common shares at the time of grant. The terms upon which any options are issued under the Plan are subject to vesting provisions determined by the board of directors. The term of any options granted may not exceed five years and their exercise price and vesting conditions will be determined by the board of directors pursuant to the policies of the TSX Venture Exchange.

A summary of the Company's stock options at January 31, 2025 is presented below:

Number of options Weighted average exercise price
Options outstanding and exercisable at January 31, 2023 and 2024 3,803,500 0.09
Expired (750,000) 0.12
Options outstanding and exercisable at January 31, 2025 3,053,500 $ 0.08

Mammoth Resources Corp.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2025 and 2024

(Expressed in Canadian dollars)

7. Share capital and reserves (Continued)

Number of options Weighted average exercise price
Options outstanding and exercisable at January 31, 2025 3,053,500 $ 0.08

The following tables sets out the details of the stock options outstanding and exercisable for the period ended January 31, 2025:

Date of grant Date of expiry Remaining life (years) Number of options outstanding and exercisable Exercise Price
July 10, 2020 July 10, 2025 0.43 927,500 $ 0.05
June 9, 2021 June 9, 2026 1.35 810,000 0.17
December 22, 2022 December 22, 2027 2.89 1,316,000 0.05
Options outstanding and exercisable at January 31, 2025 1.74 3,053,500 $ 0.08

8. Loss per share

The calculation of basic loss per share for the period ended January 31, 2025 was based on the loss attributable to common shareholders of $453,127 (January 31, 2024 -$ 426,330) and on the weighted average number of common shares outstanding of 67,329,753 (January 31, 2024 - 67,329,753).

9. Related party transactions and key management compensation

The following expenses were incurred with key management personnel of the Company. Key management personnel are persons responsible for planning, directing, and controlling the activities of the Company including any directors and officers of the Company. For the year ended January 31, 2025, key management compensation was $173,000 (January 31, 2024 -$ 139,250).

The following table summarizes information on related party transactions:

Year ended January 31,
2025 2024
Exploration and evaluation 124,000 87,250
Management fees 49,000 52,000
Interest expense 5,805 293

As at January 31, 2025, included in accounts payable and accrued liabilities was $196,606 due to officers and directors of the Company (January 31, 2024 -$ 43,250). The amounts are unsecured, non-interest bearing and due on demand.

As at January 31, 2025, loans due to an officers and directors amounted to $61,690 (January 31, 2024 -$ 11,328). The interest due on the loan is calculated at 13%, unsecured and due on demand.

The Company entered into consulting agreements with the CEO and VP Exploration for the provision of consulting services subject to the capitalization of the Company (funds available from a financing, other financing related activities, including project funding, and free of any accruals and debt). The amounts are fixed until such time it exceeds the capitalization stage. T


Mammoth Resources Corp.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2025 and 2024

(Expressed in Canadian dollars)

9. Related party transactions and key management compensation (Continued)

The capitalization stages are as follows:

Annual Base Cash Compensation CEO VP Exploration
Capitalization (as described above):
Between $0 to $500,000 $66,000 $42,000
Between $500,000 to $1,000,000 $98,000 $75,500
Greater than $1,000,000 $178,000 $130,000

In addition to base cash fees noted above the officers can accrue the difference between lower and the next highest compensation level if Capitalization falls below the next highest level, amounts having accrued to be paid in cash or shares at the discretion of the officer once Capitalization reaches the next highest compensation level. Officers are also eligible for a discretionary bonus up to 100% of base fees as recommended by the Compensation Committee and approval by the Board of Directors.

The provision of these consulting services commenced on November 1, 2023, and extend for five-years from this date, unless renegotiated, and then will automatically renew every six months thereafter, unless otherwise terminated. The Company must provide six and 12 months written notice of termination for the VP Exploration and CEO, respectively, but reserves the right to waive such notice upon paying the fees, which would have accrued during these periods. Should the Company be subject to a change of control and the agreements terminate, the agreements will terminate immediately, and the Company will be required to pay the base fees equal to 24 and 36 months for the VP Exploration and CEO, respectively, at the rates equivalent to Capitalization greater than $1,000,000, plus an amount equal to any discretionary bonus paid or accrued in the preceding 12 month period, payable in cash, common shares or combination of both at the discretion of the officers.

10. General and administrative expenses

The following table illustrates spending activity related to general and administrative expenses:

Years ended January 31,
2025 2024
Office costs $ 4,391 $ 5,746
Regulatory and filing fees 14,348 19,827
Insurance 9,949 7,442
Travel 731 32
$ 29,419 $ 33,047

11. Financial instrument risk management

Credit risk

The Company's credit risk is primarily attributable to its cash. The risk exposure is limited to their carrying values at the statement of financial position date. Cash is held as cash deposits with counterparties that carry investment grade ratings as assessed by external rating agencies. The Company does not invest in asset-backed deposits or investments.

Interest rate risk

The Company is not exposed to significant interest rate risk since it has no interest-bearing debt except loans from related party, which bears a fixed rate of interest. Cash is held in accounts of financial institutions that do not bear significant interest.


Mammoth Resources Corp.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2025 and 2024

(Expressed in Canadian dollars)

11. Financial instrument risk management (Continued)

Liquidity risk

The Company's objective is to ensure that there is sufficient cash available to meet annual business requirements. As at January 31, 2025, the Company had cash of $4,590 (January 31, 2024 - $10,039) to settle current liabilities of $662,276 (January 31, 2024 - $371,845).

As the Company does not have operating cash flow, the Company has and will continue to rely primarily on loans from an Officer and equity financing to meet its capital requirements.

The following are the contractual maturities of financial liabilities as at January 31, 2025:

Carrying amount Within 1 year 1-3 years 4+ years
Accounts payable and accrued liabilities $ 737,555 $ 737,555 $ - $ -
Loan from related parties 61,690 61,690 - -
$ 799,245 $ 799,245 $ - $ -

The following are the contractual maturities of financial liabilities as at January 31, 2024:

Carrying amount Within 1 year 1-3 years 4+ years
Accounts payable and accrued liabilities $ 360,437 $ 360,437 $ - $ -
Loan from related parties 11,408 11,408 - -
$ 371,845 $ 371,845 $ - $ -

Price risk

The Company is exposed to price risk with respect to commodity prices. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors the commodity prices of precious metals and the stock market to determine the appropriate course of action to be taken by the Company.

Currency risk

The Company operates in Canada and Mexico, and is therefore exposed to foreign exchange risk arising from transactions denominated in a foreign currency which are primarily the Mexican Peso ("MXN") and the US dollar ("USD").

The operating results and the financial position of the Company are reported in Canadian dollars. The fluctuations of the operating currencies in relation to the Canadian dollar will consequently have an impact upon the reporting results of the Company and may also affect the value of the Company's assets and liabilities.

As at January 31, 2025 and January 31, 2024, the Company held the following United States and Mexican monetary assets and liabilities:

January 31, 2025 January 31, 2024
Cash USD 188 USD 230
Accounts payable and accrued liabilities USD (22,583) USD (22,583)
January 31, 2025 January 31, 2024
--- --- ---
Cash MXN 578 MXN 244
Accounts payable and accrued liabilities MXN (6,369,291) MXN (3,102,957)

Mammoth Resources Corp.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2025 and 2024

(Expressed in Canadian dollars)

11. Financial instrument risk management (Continued)

A 10% increase (decrease) in the value of the Canadian dollar against all foreign currencies in which the Company held financial instruments as at January 31, 2025 would result in an estimated increase (decrease) of approximately $31,000 (January 31, 2024 - $27,400). The Company does not currently hedge its foreign currency exposure.

Based on management's knowledge and experience of the financial markets, management does not believe that the Company's current financial instruments will be affected by interest rate risk, currency risk or credit risk.

12. Capital risk management

The Company's objective when managing capital is to raise sufficient funds to execute its exploration plan and to meet its ongoing administrative costs. At January 31, 2025, the Company's capital consisted of items in shareholders' equity, in the amount of ($787,526) (January 31, 2024 – ($334,399).

The properties in which the Company currently has an interest are in the exploration stage. As such, the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed.

The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The Company does not have any externally imposed capital requirements or covenants.

13. Income taxes

The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 26.5% (2024 – 26.5%) to the effective tax rate is as follows:

2025 $ 2024 $
Loss before income taxes (453,127) (426,330)
Expected income tax recovery based on statutory rate (120,079) (113,000)
Adjustment to expected income tax recovery:
Other (34,000)
Change in unrecorded deferred tax asset 120,079 147,000
Deferred income tax provision (recovery) - -

Deferred taxes are a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities.

2025 $ 2024 $
Unrecognized deferred tax assets
Deferred income tax assets have not been recognized in respect of the following deductible temporary differences:
Non-capital loss carry-forwards (Canada) 3,702,858 3,583,000
Share issue costs - 14,000
Total 3,702,858 3,597,000

The tax losses expire from 2030 to 2044. The other temporary differences do not expire under current legislation. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Company can use the benefits. The Company also has available losses incurred in foreign jurisdictions which can be deducted from taxable income of future years in those jurisdictions. These losses have not been recognized in these financial statements as their realization is uncertain.


Mammoth Resources Corp.

Notes to the Consolidated Financial Statements

For the years ended January 31, 2025 and 2024

(Expressed in Canadian dollars)

14. Commitments and contingencies

The Company’s mineral exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company conducts its operations so as to protect public health and the environment and believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

From time to time, the Company may be named as a party to claims or involved in proceedings, including legal and regulatory, in the ordinary course of its business. While the outcome of these matters may not be estimable at period end, the Company makes provisions, where possible, for the estimated outcome of such claims or proceedings. Should a loss result from the resolution of any claims or proceedings that differs from these estimates, the difference will be accounted for as a charge to net income (loss) in that period.

See additional commitments and contingencies in Note 9.