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Marvel Discovery Corp. — Interim / Quarterly Report 2025
Jul 15, 2025
43348_rns_2025-07-15_941ff547-78db-4fb0-b71e-89d7c5dbcbf6.pdf
Interim / Quarterly Report
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MARVEL DISCOVERY 2024
Condensed Interim Consolidated Financial Statements
For the nine months ended May 31, 2025 and 2024
Expressed in Canadian Dollars
(Unaudited – Prepared by Management)
NOTICE OF NO AUDITOR REVIEW OF THE CONDENSED INTERIM FINANCIAL STATEMENTS
In accordance with National Instrument 51-102 Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of these condensed interim financial statements, they must be accompanied by a notice indicating that the condensed interim financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed interim financial statements of the Company for the nine months ended May 31, 2025 have been prepared by and are the responsibility of the Company’s management, and have not been reviewed by the Company’s auditors.
The accompanying notes are an integral part of these condensed interim consolidated financial statements
MARVEL DISCOVERY CORP.
Condensed Interim Consolidated Statements of Financial Position
As at May 31, 2025 and August 31, 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
| May 31, 2025 | August 31, 2024 | |
|---|---|---|
| ASSETS | ||
| Current | ||
| Cash | $ 780 | $ 80,888 |
| Amount receivable (Note 5) | 403 | 403 |
| Due from related parties (Note 10) | 19,700 | 80,517 |
| Prepaid expenses and deposits (Note 10) | 2,754 | 64,164 |
| 23,637 | 225,972 | |
| Investments (Note 12) | 75,000 | 200,000 |
| Investment in associate (Note 13) | 352,436 | 429,739 |
| Exploration and evaluation assets (Note 6) | 1,935,913 | 1,935,913 |
| $ 2,386,986 | $ 2,791,624 | |
| LIABILITIES | ||
| Current | ||
| Accounts payable and accrued liabilities (Notes 7 and 10) | $ 1,742,704 | $ 1,272,258 |
| Due to related parties (Note 10) | 16,255 | 7,645 |
| Flow-through premium (Note 14) | - | 103,000 |
| 1,758,959 | 1,382,903 | |
| SHAREHOLDERS’ EQUITY | ||
| Share capital (Note 9) | 19,502,523 | 19,507,523 |
| Share subscription receivable (Notes 9 and 11) | - | (78,400) |
| Reserves (Note 9) | 2,075,523 | 2,059,974 |
| Deficit | (20,950,019) | (20,080,376) |
| 628,027 | 1,408,721 | |
| $ 2,386,986 | $ 2,791,624 |
Nature and continuance of operations (Note 1)
Commitments (Note 6)
Contingency (Note 8)
Approved and authorized for issuance on behalf of the Board of Directors on July 15, 2025:
/s/ Karim Rayani
/s/ Fraser Rieche
Karim Rayani
Fraser Rieche
MARVEL DISCOVERY CORP.
Condensed Interim Consolidated Statements of Operations and Comprehensive Loss
For the three and nine months ended May 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
| For the three months ended May 31, | For the nine months ended May 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Administrative expenses | ||||
| Bank and interest charges | $ 259 | $ 949 | $ 9,483 | $ 2,874 |
| Consulting fees (Note 10) | 3,500 | 7,200 | 12,000 | 114,560 |
| Filing and transfer agent fees | 19,998 | - | 31,763 | 25,099 |
| Management fees (Note 10) | 45,000 | 26,000 | 135,000 | 78,000 |
| Moving expenses (Note 10) | - | 3,500 | - | 43,500 |
| Office and miscellaneous | 500 | 3,918 | 690 | 15,732 |
| Part XII.6 tax | - | - | 135,250 | 14,963 |
| Professional fees (Note 10) | 20,201 | 24,248 | 75,039 | 90,720 |
| Property investigation cost | - | - | 5,714 | - |
| Rent (Note 10) | 7,800 | 7,500 | 23,400 | 22,500 |
| Share-based compensation | 2,360 | - | 15,549 | 230,650 |
| Shareholder communications | - | 11,106 | 300 | 87,335 |
| Travel and promotion | - | - | - | 5,799 |
| Total expenses | 99,618 | 84,421 | 444,188 | 731,932 |
| Loss before other items | (99,618) | (84,421) | (444,188) | (731,932) |
| Other items | ||||
| Unrealized loss on fair value of investment (Note 12) | (25,000) | (126,250) | (125,000) | (130,271) |
| Write-off accounts payable | 373,848 | - | 373,848 | - |
| Other income (Note 14) | - | - | - | 85,272 |
| Flow-through penalties and indemnification costs (Note 14) | - | (9,500) | (597,000) | (9,500) |
| Share of loss of investee (Note 13) | (12,204) | - | (77,303) | - |
| Total other income | 336,644 | (135,750) | (425,455) | (54,499) |
| Net income (loss) and comprehensive income (loss) for the period | $ 237,026 | $ (220,171) | $ (869,643) | $ (786,431) |
| Basic and diluted loss per share | $ 0.00 | $ (0.00) | $ (0.01) | $ (0.00) |
| Weighted average number of common shares outstanding | 151,507,767 | 141,213,564 | 149,281,786 | 135,412,743 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements
MARVEL DISCOVERY CORP.
Condensed Interim Consolidated Statements of Changes in Shareholders' Equity
For the nine months ended May 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
| Number of shares | Share Capital | Share subscription advance/ receivable | Option reserves | Warrant reserves | Deficit | Total Shareholders' Equity | |
|---|---|---|---|---|---|---|---|
| Balance, August 31, 2023 | 124,838,564 | $ 18,668,438 | $ (78,400) | $ 1,327,393 | $ 385,429 | $ (15,900,936) | $ 4,401,924 |
| Shares issued pursuant to options exercised | 600,000 | 25,470 | - | (2,970) | - | - | 22,500 |
| Private placement | 15,775,000 | 751,000 | - | - | - | - | 751,000 |
| Flow-through premium | - | (60,000) | - | - | - | - | (60,000) |
| Share issue cost | - | (50,301) | - | - | 4,801 | - | (45,500) |
| Share based compensation | - | - | - | 230,650 | - | - | 230,650 |
| Net loss for the period | - | - | - | - | - | (786,431) | (786,431) |
| Balance, May 31, 2024 | 141,213,564 | $ 19,334,607 | $ (78,400) | $ 1,555,073 | $ 390,230 | $ (16,687,367) | $ 4,514,143 |
| Balance, August 31, 2024 | 148,380,231 | $ 19,507,523 | $ (78,400) | $ 1,636,051 | $ 423,923 | $ (20,080,376) | $ 1,408,721 |
| Share subscription cancelled | (1,386,957) | (75,000) | 75,400 | - | - | - | 400 |
| Share subscription received | - | - | 73,000 | - | - | - | 73,000 |
| Private placement | 4,666,667 | 70,000 | (70,000) | - | - | - | - |
| Share based payments | - | - | - | 15,549 | - | - | 15,549 |
| Net loss for the period | - | - | - | - | - | (869,643) | (869,643) |
| Balance, May 31, 2025 | 151,659,941 | $ 19,502,523 | $ - | $ 1,651,600 | $ 423,923 | $ (20,950,019) | $ 628,027 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements
MARVEL DISCOVERY CORP.
Condensed Interim Consolidated Statements of Cash Flows
For the nine months ended May 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
| Operating Activities | ||
|---|---|---|
| Net loss for the period | $ (869,643) | $ (786,431) |
| Adjustments to reconcile loss to net cash used in operating activities: | ||
| Unrealized loss on fair value of investment | 125,000 | 130,271 |
| Share of loss of investee | 77,303 | - |
| Other income | (103,000) | (85,272) |
| Share-based payments | 15,549 | 230,650 |
| Cancellation of shares | 400 | - |
| Write-off accounts payable | (373,848) | - |
| Changes in non-cash working capital items related to operations: | ||
| Amount receivable | - | 1,649 |
| Prepaid expenses and deposits | 61,410 | (58,326) |
| Accounts payable and accrued liabilities | 847,294 | 769,171 |
| Cash provided by (used in) operating activities | (219,535) | 201,712 |
| Investing Activities | ||
| Due from related parties | 60,817 | (55,592) |
| Advances to related parties | 8,610 | 34,058 |
| Loan receivable | - | (19,700) |
| Exploration and evaluation assets, net of recovery | - | (1,166,855) |
| Cash used in investing activities | 69,427 | (1,208,089) |
| Financing Activities | ||
| Issuance of common shares, net of share issue costs | 70,000 | 728,000 |
| Cash provided by financing activities | 70,000 | 728,000 |
| Change in cash during the period | (80,108) | (278,377) |
| Cash, beginning of period | 80,888 | 395,664 |
| Cash, end of the period | $ 780 | $ 117,287 |
| Supplemental Disclosure of Cash Flow Information: | ||
| Cash paid during the period: | ||
| Interest | $ - | $ - |
| Income taxes | $ - | $ - |
| Non-cash Transactions | ||
| Fair value on investment received on disposal of exploration and evaluation assets | $ - | $ 369,724 |
| Fair value transferred from option reserve on stock options exercised | $ - | $ 2,970 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements
MARVEL DISCOVERY CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended May 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
- Nature and continuance of operations
Marvel Discovery Corp. (the "Company") was incorporated on January 30, 1987, 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 changed its name on February 24, 2021. The Company's shares are traded on the TSX Venture Exchange ("TSX-V") under the symbol "MARV".
The address of the Company and the registered office is 29th Floor, 595 Burrard Street, Vancouver, British Columbia V7X 1J5. The address of the records office is 200-3310 South Service Road, Burlington, Ontario L7N 3M6.
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. At May 31, 2025 the Company was in the exploration stage and had interests in properties in Canada.
These 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. There is significant uncertainty regarding the outcome of these matters. The Company has sustained losses from operations and has an ongoing requirement for capital investment to explore its exploration and evaluation assets. As at May 31, 2025, the Company had working capital deficiency of $1,735,322 (August 31, 2024 – $1,156,931) and accumulated deficit of $20,950,019 (August 31, 2024 – $20,080,376). Based on its current plans, budgeted expenditures, and cash requirements, the Company does not have sufficient cash to finance its current plans. The Company expects that it will need to raise substantial 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.
The Company's business may be affected by changes in political and market conditions, such as interest rates, availability of credit, inflation rates, tariffs, changes in laws, and national and international circumstances. These factors may create further uncertainty and risk with respect to the prospects of the Company's business.
These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.
- Basis of preparation
Statement of compliance
These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting ("IAS 34") using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee ("IFRIC").
The condensed interim consolidated financial statements were authorized for issue by the Board of Directors on July 15, 2025.
Basis of preparation
The condensed interim consolidated financial statements have been prepared on an accrual basis and are based on historical costs, except for certain financial instruments classified at fair value through profit and loss, which are stated at their fair value.
MARVEL DISCOVERY CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended May 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
- Basis of preparation – (cont’d)
Basis of preparation
The condensed interim consolidated financial statements are presented in Canadian dollars, which is the Company's functional currency, unless otherwise noted.
- Material accounting policies
The preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of the condensed interim consolidated financial statements as at May 31, 2025. The accompanying unaudited condensed interim consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended August 31, 2024.
Recent accounting pronouncements and changes in accounting policies
Certain new standards, interpretations, amendments and improvements to existing standards were issued by the IASB or IFRIC that are mandatory for future accounting periods are as follows:
Classification of Liabilities as Current or Non-current (Amendments to IAS 1)
The amendments to IAS 1 provide a more general approach to the classification of liabilities based on the contractual arrangements in place at the reporting date. These amendments are effective for reporting periods beginning on or after January 1, 2024 and are not expected to have a material impact on the Company.
IFRS 18 Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued this new standard which will replace IAS 1. This standard aims to improve the consistency and clarity of financial statement presentation and disclosures by providing updated guidance on the structure and content of financial statements. IFRS 18 is effective January 1, 2027, with early adoption permitted. The Company is assessing the impact on the Company's consolidated financial statements.
- Critical accounting estimates, assumptions and judgments
The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.
The effect of a change in an accounting estimate is recognized prospectively by including it in net loss in the year of the change, if the change affects that year only, or in the year of the change and future years, if the change affects both.
Significant estimates
Estimates and assumptions where there are significant risk of material adjustments to the consolidated statements of financial position in future accounting periods are as follows:
Impairment of Mineral Properties
In accordance with the Company's accounting policy for its mineral properties, exploration and evaluation expenditures on mineral properties are capitalized. There is no certainty that the expenditures made by the Company in the exploration of its property interests will result in discoveries of commercial quantities of
MARVEL DISCOVERY CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended May 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
4. Critical accounting estimates, assumptions and judgments – (cont’d)
minerals. The Company applies judgment to determine whether indicators of impairment exist for these capitalized costs.
Management uses several criteria in making this assessment, including the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditures on further exploration and evaluation of mineral properties are budgeted, and evaluation of the results of exploration and evaluation activities up to the reporting date.
Title to mineral property interests
Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company's title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.
Critical judgments in applying accounting policies
Information about critical judgments in applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the condensed interim consolidated financial statements within the next financial year are discussed below:
Going Concern
The assessment of the Company's ability to continue as a going concern require significant judgement. See Note 1.
Significant influence
Significant influence is the power to participate in the financial and operating policy decisions of an investee but does not represent control or joint control over those decisions. Management reviews the relevant factors and applies judgment in determining whether significant influence exists in associates. Relevant factors to consider include representation on the board of directors, participation in policy making decisions, material transactions between the investee and the entity, interchange of managerial personnel, and provision of essential technical or exploration information.
5. Amounts receivable
| May 31, 2025 | August 31, 2024 | |
|---|---|---|
| Goods and services tax recoverable | $ - | $ - |
| Accounts receivable | 403 | 403 |
| Total | $ 403 | $ 403 |
MARVEL DISCOVERY CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended May 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
6. Exploration and evaluation assets
Canada
| Blackfly | Baie Verte and BVBL | Duhamel | East Bull | Gander | Highway | Key Lake | Pecors West | Sandy Pond | Victoria Lake | Other | Total | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance, August 31, 2023 | $544,062 | $212,027 | $587,148 | $196,148 | $127,686 | $922,885 | $635,934 | $- | $189,255 | $350,788 | $174,987 | $3,940,920 |
| Acquisition costs: | ||||||||||||
| Staking | - | - | - | - | - | - | 22,500 | - | - | 750 | - | 23,250 |
| Cash | - | - | - | - | - | - | 75,000 | 10,000 | - | - | 10,000 | 95,000 |
| Shares | - | - | - | - | - | 17,500 | - | 12,500 | - | - | - | 30,000 |
| Warrants | - | - | - | - | - | - | - | 8,109 | - | - | - | 8,109 |
| Deferred acquisition costs | - | - | - | - | - | - | - | 40,000 | - | - | - | 40,000 |
| - | - | - | - | - | 17,500 | 97,500 | 70,609 | - | 750 | 10,000 | 196,359 | |
| Exploration and evaluation costs: | ||||||||||||
| Assays | - | - | - | - | 4,949 | - | - | - | - | 275 | - | 5,224 |
| Assessments | - | 66,400 | - | - | - | - | - | - | 6,950 | 20,000 | 16,000 | 109,350 |
| Claim fees | - | 12,500 | - | - | - | - | - | - | - | - | - | 12,500 |
| Drilling | - | - | 717,953 | - | - | - | - | - | - | - | - | 717,953 |
| Geological consulting | - | 27,720 | 500 | 7,893 | 12,900 | (550) | 100 | - | 5,200 | 21,766 | 21,645 | 97,174 |
| Geophysics | - | - | 86,250 | - | - | - | - | - | 4,800 | - | 48,900 | 139,950 |
| Field cost | - | 7,269 | - | 1,573 | 6,865 | - | - | - | - | 5,108 | - | 20,815 |
| Reports and admin | - | - | - | - | 10,095 | - | - | - | - | 46,550 | - | 56,645 |
| Miscellaneous | - | - | - | - | - | - | 6,954 | - | - | - | - | 6,954 |
| - | 113,889 | 804,703 | 9,466 | 34,809 | (550) | 7,054 | - | 16,950 | 93,699 | 86,545 | 1,166,565 | |
| Recovery | - | (325,916) | - | - | - | - | (150,767) | - | - | - | - | (476,683) |
| Impairment | - | - | - | (205,614) | (162,495) | (939,835) | (589,721) | (70,609) | (206,205) | (445,237) | (271,532) | (2,891,248) |
| Total increase (decrease) for the year | - | (212,027) | 804,703 | (196,148) | (127,686) | (922,885) | (635,934) | - | (189,255) | (350,788) | (174,987) | (2,005,007) |
| Balance, August 31, 2024 | $544,062 | $- | $1,391,851 | $- | $- | $- | $- | $- | $- | $- | $- | $1,935,913 |
MARVEL DISCOVERY CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended May 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
6. Exploration and evaluation assets – (cont'd)
| Canada | |||
|---|---|---|---|
| Blackfly | Duhamel | Total | |
| Balance, August 31, 2024 | $544,062 | $1,391,851 | $1,935,913 |
| Acquisition costs: | |||
| Staking | - | - | - |
| Cash | - | - | - |
| Shares | - | - | - |
| Warrants | - | - | - |
| Deferred acquisition costs | - | - | - |
| - | - | - | |
| Exploration and evaluation costs: | |||
| Assays | - | - | - |
| Assessments | - | - | - |
| Claim fees | - | - | - |
| Drilling | - | - | - |
| Geological consulting | - | - | - |
| Geophysics | - | - | - |
| Field cost | - | - | - |
| Reports and admin | - | - | - |
| Miscellaneous | - | - | - |
| - | - | - | |
| Recovery | - | - | - |
| Total expenditures for the period | - | - | - |
| Balance, May 31, 2025 | $544,062 | $1,391,851 | $1,935,913 |
MARVEL DISCOVERY CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended May 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
6. Exploration and evaluation assets – (cont’d)
The following is a description of the Company's exploration and evaluation assets and the related spending commitments:
Blackfly Property (Ontario)
On August 21, 2020 the Company entered into an agreement to acquire a 100% interest in five claims consisting of 64 unpatented mining claims units near Atikokan, Ontario. The agreement is subject to a 2% Net Smelter Royalty ("NSR") to the optionors of which 1% may be purchased for $1,200,000. The optionor agreed to delay the first advance royalty payment to February 10, 2025 noting that the property is in good standing. Terms include cash payments totaling $105,000, which includes $40,000 in amended advance royalty payments commencing on February 10, 2025 and ending on August 4, 2027, and issue 500,000 common shares and 500,000 share purchase warrants as follows:
i) Cash of $10,000 on signing (paid), issuance of 100,000 common shares within 15 days of regulatory approval (issued at a value of $8,500) and issuance of 500,000 share purchase warrants at $0.12 per share for a period of two years from acceptance (issued at a value of $18,670);
ii) Cash of $15,000 (paid) and issuance of 100,000 common shares due on or before August 21, 2021 (issued at a value of $13,000);
iii) Cash payment of $20,000 (paid) and issuance of 100,000 common shares due on or before August 21, 2022 (issued at a value of $11,000); and
iv) Cash payment of $20,000 (paid) and issuance of 200,000 common shares due on or before August 21, 2023 (issued at a value of $7,000).
The Company must also incur $153,600 in exploration expenditures before August 21, 2024 (incurred).
During the year ended August 31, 2023, the Company staked additional claim units for a total cost of $2,712.
The optionor agreed to defer the first advance royalty payment that was due on August 4, 2024 and the property continues to be in good standing.
Duhamel Property (Quebec)
On January 24, 2018 the Company entered into an agreement to acquire a 100% interest in nine GESM mineral cells in Quebec known as the Duhamel Property. The agreement is subject to a 2% NSR to the optionors of which 1% may be purchased for $1,200,000. Terms include cash payments totaling $110,000 (paid), issuance of 1,000,000 shares (issued) and minimum exploration expenditures of $150,000 (incurred) over a three-year period.
East Bull Property (Ontario)
On May 4, 2021, the Company entered into an agreement to acquire a 100% interest in 16 mineral claims in the Deagle, Gaiashk, and Gerow Mining District known as the East Bull Property. Terms include cash payments totaling $20,000 of which $10,000 is due within fifteen days of the effective date (paid) and the remaining $10,000 within six months from the effective date (paid), issuance of 300,000 units of the Company (issued at a value of $45,000). Each unit consists of one common share and one warrant. Each warrant is exercisable for two years at a price of $0.15 until May 18, 2022 and at a price of $0.20 until May 18, 2023. The shares were valued at $30,000 and the warrants were valued at $15,000 using volatility of 127.72%, interest rate of 0.3% stock price at date of issuance of $0.10 and dividend yield of 0.00%. The agreement is subject to a 2% NSR to the vendors of which 1% may be purchased for $750,000 cash.
During the year ended August 31, 2023, these warrants expired unexercised.
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MARVEL DISCOVERY CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended May 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
6. Exploration and evaluation assets – (cont’d)
East Bull Property (Ontario) – (cont’d)
During the year ended August 31, 2024, management determined there were indicators of impairment on the property, and accordingly recorded an impairment charge of $205,614.
Pecors West (Ontario)
On April 24, 2024 the Company entered into an agreement to acquire 100% undivided right, title and interest in 53 mineral claims in the Province of Ontario herein specified as the Pecors West Property. The Company will pay a 2% NSR to the vendor, 1% NSR can be repurchased for $1,000,000. Terms include a cash payment of $10 upon signing (paid), additional cash payments totaling $50,000 and issuing 500,000 units as follows:
Cash payments as follows:
i) $10,000 within 10 days of effective date (June 6, 2024 - paid); and
ii) $40,000 within 6-months of effective date (December 6, 2024).
Issue 500,000 units as follows:
i) 500,000 shares (issued at a value of $12,500) and 500,000 warrants (issued at a value of $8,109) on the effective date (June 6, 2024).
The warrants were fair valued using volatility of 127.87%, interest rate of 3.86%, share price at date of issuance of $0.025, expected life of 3 years and dividend yield of 0.00%.
During the year ended August 31, 2024, management determined there were indicators of impairment on the property, and accordingly recorded an impairment charge of $70,609.
Baie Verte Line Property (Newfoundland)
During the year ended August 31, 2021, the Company staked a total of 435 claim units for a total cost of $28,275.
On September 28, 2021, the Company acquired 100% interest in 244 mineral claims in Newfoundland, Canada known as the Baie Verte Line property. As consideration the Company paid $30,000 in cash and issued 200,000 common shares fair valued at $27,000.
During the 2023 fiscal year, the Company entered into an option agreement with Carmanah Minerals Corp. ("Carmanah"), a related party that has at least one common director or officer, with respect to the Baie Verte claims whereby the Company would receive cash payments of $93,000 over a four-year period and 6,000,000 common shares and 6,000,000 common share purchase warrants of Carmanah with each share purchase warrant exercisable for one common share at $0.05 per share for a period of three years from the date of issue. In addition, the Company will retain a 2.5% NSR of which Carmanah may purchase 1% for $1,000,000 at any time. On April 18, 2024, the Company received approval by the TSX Venture Exchange to complete this transaction, and on April 29, 2024, the Company received 6,000,000 common shares and 6,000,000 share purchase warrants of Carmanah. In addition, as a result of a delay in receiving regulatory approval for the transaction, the Company received $30,000 from Carmanah to offset ongoing exploration and evaluation expenditures incurred prior to transfer. The Company recognized a recovery of $325,916 and an excess of option proceeds over carrying value of $73,318 on the consolidated statements of operations and comprehensive loss.
13
MARVEL DISCOVERY CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended May 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
6. Exploration and evaluation assets – (cont’d)
BVBL Extension Property (Newfoundland)
On October 29, 2021, the Company acquired 100% interest in 120 mineral claims in Newfoundland Canada known as the BVBL Extension Property. As consideration the Company paid $13,000 in cash.
The BVBL Extension property is contiguous with and forms part of the Baie Verte property and was included in the transaction with Carmanah.
Gander Property (Newfoundland)
During the year ended August 31, 2021, the Company staked 1,848 claim units for a total cost of $120,120.
During the year ended August 31, 2023, the Company allowed 898 claim units to expire and recorded an impairment of $194,140.
During the year ended August 31, 2024, the Company determined that the Gander Property was of no interest for future exploration and recorded an impairment of $162,495.
Highway Property (Saskatchewan)
On November 18, 2021, the Company entered into an assignment and assumption agreement with District 1 Exploration Corp. (“District 1”) a company with common directors. District 1, pursuant to an option agreement dated October 30, 2018 and as amended on November 23, 2020, has an option agreement with Doctors Investment Group Ltd. whereby District 1 has an exclusive right and option to acquire a 100% interest in and to the Highway Zone Uranium Project located in the Province of Saskatchewan. The effective date of the agreement is March 10, 2022. During the year ended August 31, 2024, the Company entered into an amending agreement with Doctors Investment Group Ltd. to amend the due dates of certain cash payment, shares payment, and minimum expenditure requirements. The dates below have been updated for the amendment.
Cash payments of $115,000 as follows:
i. $25,000 on or before December 21, 2023 (paid); and
ii. $90,000 30-months from the Effective Date (paid).
Incur $650,000 in Exploration Expenditures as follows:
i. $150,000 on or before December 21, 2023 (incurred); and
ii. $500,000 30-months from the Effective Date (September 10, 2024).
Issue 1,250,000 shares as follows:
i. 250,000 shares 5 business days from the Effective Date (issued December 21, 2022 with a value of $27,500 (Note 9));
ii. 500,000 shares on or before December 21, 2023 (issued December 15, 2023 with a value of $17,500 (Note 9)); and
iii. 500,000 shares 30-months from the Effective Date (September 10, 2024).
The agreement is subject to a 1% NSR to the Optioner. As consideration, the Company agreed to issue 4,600,000 common shares to District 1 as distribution to District 1’s shareholders by way of a return of capital or dividend. On March 10, 2022, the Company issued 4,600,000 common shares to District 1 with a fair value of $552,000 and paid cash of $50,000.
MARVEL DISCOVERY CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended May 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
6. Exploration and evaluation assets – (cont’d)
Highway Property (Saskatchewan) – (cont’d)
During the year ended August 31, 2024, the Company determined that it would no longer focus on exploration of the Highway property and recorded impairment of $939,835.
Key Lake Properties (Saskatchewan)
On March 10, 2022, the Company entered into a mineral property sale agreement with Doctors Investment Group Ltd. (the “Optionor”) whereby the Company has the right to acquire 100% interest in 18 claims located in the Province of Saskatchewan. As consideration, the Company agreed to pay cash of $550,000 and incur $1,500,000 in exploration expenditures. On April 12, 2024, the agreement was amended for the due dates and amounts of certain cash payments. The dates and amounts below have been updated for the amendment:
Amended cash payments of $560,000 as follows:
i) $15,000 on signing (paid).
ii) $35,000 within 90 days of the signing (paid).
iii) $50,000 on the first anniversary on signing (March 10, 2023 - paid).
iv) $20,000 on or before May 1, 2024 (paid).
v) $30,000 on or before July 1, 2024 (paid).
vi) $60,000 on or before September 1, 2024 (paid $25,000).
vii) $100,000 on the third anniversary on signing (March 10, 2025).
viii) $250,000 on the fourth anniversary on signing (March 10, 2026).
Incur $1,500,000 in Exploration Expenditures as follows:
i) $250,000 on or before the first anniversary on signing (March 10, 2023 - incurred).
ii) $500,000 on or before the second anniversary on signing (March 10, 2024).
iii) $750,000 on or before the third anniversary on signing (March 10, 2025).
The Company will pay a 1% NSR to the Optionor upon Commencement of Commercial Production. The Company will have the right to purchase from the Optionor the 1% NSR at any time at a cost of $1,000,000.
During the year ended August 31, 2024, the Company staked additional claims for a total cost of $22,500 (2023 - $3,100).
On October 4, 2022, Carmanah Minerals Corp. (“Carmanah”) entered into an option agreement with the Company to earn-in a 50% interest to the Walker Creek claims which is the southern part of the Key Lake Property. Upon completion of the earn-in, the Company and Carmanah will each own 50% interest in the project. On August 7, 2024, the agreement was amended for the due dates of certain cash payments. As consideration, Carmanah agreed to pay cash of $400,000, issue 7,000,000 units (one share and one warrant per unit) and incur $1,500,000 in exploration expenditures as follows:
Amended cash payment of $400,000 as follows:
i) $10,000 on effective date (October 4, 2022) (received);
ii) $40,000 within 90 days of the effective date (received);
iii) $75,000 on the first anniversary of the effective date (October 4, 2023* - $63,000 received);
iv) $75,000 on the second anniversary of the effective date (October 4, 2026);
v) $100,000 on the third anniversary of the effective date (October 4, 2027); and
vi) $100,000 on the fourth anniversary of the effective date (October 4, 2028).
15
MARVEL DISCOVERY CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended May 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
- Exploration and evaluation assets – (cont’d)
Key Lake Properties (Saskatchewan) – (cont’d)
- The Company and Carmanah agreed to defer the remaining $12,000 cash payment to March 31, 2024 (received).
Issue 7,000,000 units as follows:
i) 1,000,000 units on effective date (received and fair valued at $36,131);
ii) 1,500,000 on the first anniversary of the effective date (October 4, 2023 - received November 15, 2023 and fair valued at $32,886); (See Note 13)
iii) 1,500,000 on the second anniversary of the effective date (October 4, 2024);
iv) 2,000,000 on the third anniversary of the effective date (October 4, 2025); and
v) 1,000,000 on the fourth anniversary of the effective date (October 4, 2026).
Incur $1,500,000 in amended Exploration Expenditures as follows:
i) $187,500 on or before the first anniversary of the effective date (October 4, 2023);
ii) an additional $375,000 on or before the second anniversary of the effective date (October 4, 2024); and
iii) an additional $937,500 on or before the third anniversary of the effective date (October 4, 2025).
Carmanah will pay a 2% NSR to the Company upon commencement of commercial production.
Subsequent to the year end, Carmanah terminated the option agreement. Further, the Company determined that it would no longer focus on exploration of the Key Lake property and recorded impairment of $589,721 during the fiscal year ended August 31, 2024.
Sandy Pond Property (Newfoundland)
On August 10, 2021, the Company entered into an agreement to acquire a 100% interest in 335 mineral claims in the Province of Newfoundland and Labrador herein specified as the Sandy Pond Property. The Company will pay a 0.5% NSR to the Optionor, which may be purchased from the Optionor at a cost of $600,000. Terms include cash payments of $25,000 upon signing (paid), issuance of 400,000 common shares within 15 days of the effective date (issued) fair valued at $54,000, issuance of 200,000 share purchase warrants exercisable at a price of $0.25 per share for a period of two years within fifteen days of the effective date (issued) fair valued at $14,000 and a further cash payment of $25,000 within sixty days of the effective date (paid). The warrants were fair valued using volatility of 149%, interest rate of 0.53%, share price at date of issuance of $0.12, expected life of 2 years and dividend yield of 0.00%.
During the year ended August 31, 2021, the Company staked a total of 171 claim units for a total cost of $11,115.
During the year ended August 31, 2024, the Company determined that it would not be carrying out exploration and evaluation activities on the Sandy Pond property and recorded impairment of $206,205.
Victoria Lake Gold Property and Extension (Newfoundland)
On October 13, 2020 the Company entered into an agreement to acquire a 100% interest in five claims consisting of 53 claim units. Terms include cash payments totaling $10,000 (paid), and the issuance of 350,000 units of the Company (issued at a value of $39,704). Each warrant is exercisable for two years at a price of $0.12 until October 26, 2022. The shares were valued at $28,000 and the warrants were valued at $11,704 using volatility of 98.88%, interest rate of 0.24% and dividend yield of 0.00%. The agreement is subject to a 2% NSR to the vendors of which 1% may be purchased for $1 million cash.
16
MARVEL DISCOVERY CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended May 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
6. Exploration and evaluation assets – (cont’d)
Victoria Lake Gold Property and Extension (Newfoundland) – (cont’d)
During the year ended August 31, 2021, the Company staked six claims consisting of 302 claim units for total cost of $13,715.
During the year ended August 31, 2024, the Company staked additional claim units for a total cost of $750.
On July 23, 2021, the Company entered into an agreement to acquire 100% interest in 55 mineral claims located in the Victoria Lake area of Newfoundland (“Victoria Lake Extension”) which is contiguous to the Victoria Lake Gold Property. As consideration the Company agreed to pay cash payments totaling $55,000 of which $15,000 was due within fifteen days on the effective date (paid) and $40,000 within three years of the effective date, and issue 500,000 common shares of which 300,000 common shares within fifteen days on the effective date (issued and fair valued at $36,000) and 200,000 within three years from the effective date. The Company also issued 300,000 share purchase warrants exercisable at $0.25 per share for two years from the date TSX Venture exchange approval (October 20, 2021). The warrants were fair valued at $21,000 using volatility of 145%; interest rate of 1.07%; share price at the date of issuance of $0.125, expected life of 2 years and dividend yield of 0%. The agreement is subject to paying a pre-NSR flat fee of $10,000 within 5 years of the effective date. The Company is committed to a minimum $60,000 exploration program by the end of year 3 and the Company shall pay the vendor, upon commencement of commercial production, a NSR Royalty being equal to 2% with the option to acquire 50% (ie. 1% NSR) from the Vender for $1,500,000.
During the year ended August 31, 2024, the Company determined that the Victoria Lake property would not be part of its future activities and recorded impairment of $445,237.
Other properties
Elliot Lake Property (Ontario)
On May 31, 2022, the Company entered into a mineral property purchase agreement with Power One Resources Corp. (the “Power One”), a company related by common directors, whereby the Company acquired 100% interest in 209 mineral claims located in the Ontario. As consideration, the Company agreed to pay cash of $10,450. During the year ended August 31, 2023, the Company issued 95,000 units as settlement of this debt.
During the year ended August 31, 2024, management determined there were indicators of impairment on the property, and accordingly recorded an impairment charge of $10,450.
Hope Brook Project (Newfoundland)
During the year ended August 31, 2021, the Company staked 320 claim units for a total cost of $20,800.
During the year ended August 31, 2023, the Company allowed 414 claim units to expire and recorded an impairment of $11,101.
During the year ended August 31, 2024, the Company determined that it would not be carrying out exploration and evaluation activities on the Hope Brook property and recorded an impairment of $184,784.
MARVEL DISCOVERY CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended May 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
6. Exploration and evaluation assets – (cont’d)
Other properties – (cont’d)
Wicheeda North Property (British Columbia)
On January 31, 2019 the Company entered into an agreement to acquire a 100% interest in four mineral claims located in the Cariboo Mining Division northeast of Prince George, British Columbia. Terms of the agreement are as follows:
i. Cash payment of a total of $50,000 as follows:
a. $25,000 upon Exchange approval of the agreement (paid); and
b. $25,000 within one year of signing the agreement (paid).
ii. Issuance of an aggregate of 1,000,000 units of the Company (issued at a value of $73,356). Each unit consists of one common share and one transferable share purchase warrant entitling the holder to acquire one common share at a price of $0.10 until May 29, 2021. The shares were valued at
$50,000 and the warrants were valued at $23,356 using volatility of 119.90%, interest rate of 1.53% and dividend yield of 0.00%.
iii. Payment of 2% NSR. The Company may acquire one-half of the NSR for $1 million within five years of the Agreement Date.
On May 13, 2021, the Wicheeda North Property was included in the spin-out assets to Power One. As at August 31, 2021, the Company still retained four claim blocks in the Wicheeda North at a nominal amount. During the year ended August 31, 2022, the Company paid $4,110 in claim maintenance payment.
During the year ended August 31, 2023, the Company purchased two mineral claims from Eagle Bay Resources Corp. for a total cost of $26,649.
During the year ended August 31, 2024, management determined there were indicators of impairment on the property, and accordingly recorded an impairment charge of $62,598.
Costigan (Saskatchewan)
On October 9, 2023, the Company entered into an option agreement to earn a 100% interest in the Costigan Lake mineral claims which are located in Saskatchewan. The agreement was amended on December 1, 2023 and the terms of the amended agreement are as follows:
Cash payments of $1,000,000 as follows:
i) $10,000 on signing (paid);
ii) $15,000 on or before March 15, 2024;
iii) $50,000 on the first anniversary on signing (October 9, 2024);
iv) $125,000 on the second anniversary on signing (October 9, 2025);
v) $150,000 on the third anniversary on signing (October 9, 2026);
vi) $150,000 on the fourth anniversary on signing (October 9, 2027); and
vii) $500,000 on the fifth anniversary on signing (October 9, 2028).
Incur $2,000,000 in exploration expenditures as follows:
i) $100,000 on or before the first anniversary of the effective date (October 9, 2024); and
ii) an additional $1,900,000 on or before the fifth anniversary of the effective date (October 9, 2028).
18
MARVEL DISCOVERY CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended May 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
- Exploration and evaluation assets – (cont’d)
Other properties – (cont’d)
Costigan (Saskatchewan) – (cont’d)
The Company will pay a 1% NSR to the vendor upon commencement of commercial production. Marvel will have the right to purchase the 1% NSR at any time for $1,500,000.
During the year ended August 31, 2024, the Company terminated the option agreement and recorded impairment of $13,700.
- Accounts payable and accrued liabilities
| May 31, 2025 | August 31, 2024 | |
|---|---|---|
| Accounts payable | $ 715,443 | $ 1,137,594 |
| Accrued liabilities | 839,997 | 82,650 |
| Part XII.6 tax payable | 187,264 | 52,014 |
| $ 1,742,704 | $ 1,272,258 |
- Contingency
During the year ended August 31, 2024, a legal claim was brought against the Company as a third-party defendant. The legal claim relates to equipment rented from the plaintiff by a third-party contractor who was engaged by Marvel to execute drilling activities during the year ended August 31, 2023. The legal claim was settled during the year ended August 31, 2024 and the Company incurred a settlement cost of $9,500 which has been recorded to other expense on the statements of operations and comprehensive loss.
- Share capital
Authorized share capital
Unlimited number of common shares without par value.
Issuances
During the nine months ended May 31, 2025:
On March 3, 2025, the Company issued 4,666,667 non-flow-through units at a price of $0.015 per unit for total proceeds of $70,000. Each unit consists of one common share and one common share purchase warrant entitling the holder to purchase one common share at $0.05 for a period of thirty-six months from the date of issue.
On January 29, 2025, the Company cancelled 1,386,957 common shares and 86,957 warrants in connection with the share subscription receivable.
During the year ended August 31, 2024:
On November 7, 2023, the Company issued 100,000 shares for proceeds of $5,000 on the exercise of options.
On November 23, 2023, the Company issued 12,000,000 flow-through units at a price of $0.05 per unit for total proceeds of $600,000. Each unit consists of one flow-through common share and one-half of one
19
MARVEL DISCOVERY CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended May 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
- Share capital – (cont’d)
Issuances – (cont’d)
common share purchase warrant, with each whole warrant entitling the holder to subscribe for one non-flow-through common share at a price of $0.10 per share for a period of two years from issuance. The Company also issued 1,250,000 non-flow-through units at a price of $0.04 per unit for total proceeds of $50,000. Each unit consists of one non-flow-through common share and one common share purchase warrant, with each warrant entitling the holder to subscribe for one non-flow through common share at a price of $0.075 per share for a period of five years from issuance. In connection with the private placements, the Company paid cash finders' fees of $45,500 and issued 927,500 finders' warrants. Each finders' warrants entitles the holder thereof to purchase one non-flow-through common share at a price of $0.075 for a period of two years from issuance. The finders' warrants were valued at $23,349 using volatility of 112.38%, interest rate of 4.18%, share price at the date of issuance of $0.05, expected life of 2 years and dividend yield of 0.00%. Expected volatility was determined based on the historical stock price.
On December 15, 2023, pursuant to the terms of the Highway Property agreement, the Company issued 500,000 common shares valued at $17,500.
On February 12, 2024, the Company issued 2,525,000 non-flow-through units at a price of $0.04 per unit for total proceeds of $101,000. Each unit consists of one non-flow-through common share and one common share purchase warrant, with each warrant entitling the holder to subscribe for one non-flow through common share at a price of $0.075 per share for a period of five years from issuance.
On June 7, 2024, pursuant to the terms of the Pecors West Property agreement, the Company issued 500,000 units with a value of $12,500. Each unit consists of one common share and one share common share purchase warrant entitling the holder to subscribe for one common share at a price of $0.05 for a period of three years from issuance. The warrants were valued at $8,109 using volatility of 128%, interest rate of 3.86%, share price at the date of issuance of $0.025, expected life of 3 years and dividend yield of 0.00%. Expected volatility was determined based on the historical stock price.
On July 30, 2024, the Company issued 6,666,667 flow-through units at a price of $0.03 per unit for total proceeds of $200,000. Each unit consists of one flow-through common share and one-half of one common share purchase warrant, with each whole warrant entitling the holder to subscribe for one non-flow-through common share at a price of $0.075 per share for a period of two years from issuance. In connection with the private placements, the Company paid cash finders' fees of $14,000 and issued 466,666 finders' warrants. Each finders' warrants entitles the holder thereof to purchase one non-flow-through common share at a price of $0.075 for a period of two years from issuance. The finders' warrants were valued at $7,036 using volatility of 134.24%, interest rate of 3.50%, share price at the date of issuance of $0.03, expected life of 2 years and dividend yield of 0.00%. Expected volatility was determined based on the historical stock price.
Stock options
The Company has an omnibus security-based compensation plan ("Plan") in accordance with the policies of the TSX Venture Exchange (the "Exchange"). The plan includes authorization to grant options to directors, officers, employees and consultants to purchase shares of the Company, and to grant restricted share units and deferred share units to officers, directors, employees and consultants to acquire shares of the Company or to be settled in cash. The stock option component of the plan is a rolling plan and the maximum number of authorized but unissued shares available to be granted shall not exceed 10% of its issued and outstanding shares. Each stock option granted is for a term not exceeding five years unless otherwise specified. Outstanding options vest immediately at date of grant or at the discretion of the Board of Directors. Options granted to investor relations personnel vest in accordance with Exchange regulations. The fixed security-based compensation component of the plan is limited to 12,483,856 shares.
20
MARVEL DISCOVERY CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended May 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
9. Share capital – (cont’d)
Stock options – (cont’d)
Options may be exercised no later than 90 days following cessation of the optionee’s position with the Company or 30 days following cessation of an optionee conducting investor relations activities’ position.
The changes in options during the nine months ended May 31, 2025 and for the year ended August 31, 2024 are as follows:
| May 31, 2025 | August 31, 2024 | |||
|---|---|---|---|---|
| Number of options | Weighted average exercise price | Number of options | Weighted average exercise price | |
| Options outstanding, beginning of period | 9,400,000 | $ 0.05 | 2,433,333 | $ 0.11 |
| Granted | - | - | 9,500,000 | 0.05 |
| Exercised | - | - | (100,000) | 0.05 |
| Expired | - | - | (2,433,333) | 0.11 |
| Options outstanding and exercisable, end of period | 9,400,000 | $ 0.05 | 9,400,000 | $ 0.05 |
Details of options outstanding and exercisable as at May 31, 2025 are as follows:
| Number of Stock Options | Weighted average Contractual life | Exercise Price | Expiry Date |
|---|---|---|---|
| 2,400,000 | 3.26 years | $0.05 | September 1, 2028 |
| 4,000,000 | 3.64 years | $0.05 | January 17, 2029 |
| 3,000,000 | 4.02 years | $0.05 | June 7, 2029 |
| 9,400,000 | 3.66 years |
Restricted Share Units
On January 17, 2024, the Company granted 1,000,000 RSUs with a fair value of $45,000. During the nine months ended May 31, 2025, the Company recognized $15,549 (August 31, 2024 - $19,778) as share-based payment. The RSUs have a term of three years and vest as follows:
January 17, 2025 500,000
January 17, 2026 250,000
January 17, 2027 250,000
21
MARVEL DISCOVERY CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended May 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
9. Share capital – (cont’d)
Share Purchase Warrants
The changes in warrants during the nine months ended May 31, 2025 and for the year ended August 31, 2024 are as follows:
| May 31, 2025 | August 31, 2024 | |||
|---|---|---|---|---|
| Number of warrants | Weighted average exercise price | Number of warrants | Weighted average exercise price | |
| Balance, beginning of period | 35,435,831 | $ 0.15 | 24,014,625 | $ 0.21 |
| Issued | - | - | 15,002,500 | 0.08 |
| Cancelled | (86,957) | 0.15 | - | - |
| Expired | (11,290,355) | 0.18 | (3,581,294) | 0.20 |
| Balance, end of period | 24,058,519 | $ 0.12 | 35,435,831 | $ 0.15 |
The weighted average remaining life of the warrants is 1.07 years (August 31, 2024 – 1.34).
Details of warrants outstanding as at May 31, 2025 are as follows:
| Number of warrants | Exercise price $ | Date of expiry |
|---|---|---|
| **2,692,693 | 0.20 | December 3, 2025 |
| **1,808,522 | 0.15 | December 3, 2025 |
| **766,304 | 0.15 | December 16, 2025 |
| 2,150,000 | 0.15 | July 17, 2025 |
| 1,250,000 | 0.15 | July 17, 2025 |
| 6,000,000 | 0.10 | November 23, 2025 |
| 1,250,000 | 0.08 | November 23, 2028 |
| 2,525,000 | 0.08 | February 12, 2029 |
| 500,000 | 0.05 | June 7, 2027 |
| 3,333,334 | 0.08 | July 30, 2026 |
| 238,000 | 0.15 | July 17, 2025 |
| 150,500 | 0.15 | July 17, 2025 |
| 647,500 | 0.08 | November 23, 2025 |
| 280,000 | 0.08 | November 23, 2025 |
| 466,666 | 0.08 | July 30, 2026 |
| 24,058,519 |
** During the year ended August 31, 2024, the Company amended the exercise price of 2,692,693 warrants from $0.25 to a new exercise price of $0.20 per warrant, amended the exercise price of 2,574,826 warrants from $0.20 to a new exercise price of $0.15 per warrant, and extended the expiry date of all 5,267,519 warrants to 24 months following their original expiry date.
Reserves
The reserves recorded on the Company's consolidated statements of financial position are composed of the value of stock option grants and share purchase warrants prior to exercise at which time the corresponding amount will be transferred to share capital, as well as options and warrants that have expired unexercised. The Company uses the Black-Scholes model to determine the fair value of stock option grants and share purchase warrants.
MARVEL DISCOVERY CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended May 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
10. Related party transactions
Key management personnel compensation
The Company's related parties include key management personnel, which includes Officers and Directors of the Company, and companies related by way of directors or shareholders in common. During the nine months ended May 31, 2025 and 2024 key management compensations are as follows:
| For the nine months ended May 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Management consulting fees – to a company controlled by the CEO | $ 135,000 | $ 78,000 |
| Consulting fee – current and former Directors | 6,000 | 31,000 |
| Professional fees – to a company controlled by the CFO | 18,000 | 16,000 |
| Moving expenses – to a company controlled by the CEO | - | 40,000 |
| Rent – to a company controlled by the CEO | 23,400 | 22,500 |
| $ 182,400 | $ 187,500 |
Related party balances
As at May 31, 2025, prepaid expenses include $Nil (August 31, 2024 - $45,000) in prepaid rent and management fees to a company controlled by the CEO.
As at May 31, 2025, accounts payable and accrued liabilities include $76,027 (August 31, 2024 - $2,260) due to companies controlled by the CEO and CFO for unpaid fees. This amount is unsecured, non-interest bearing and payable on demand.
As at May 31, 2025, accounts payable and accrued liabilities include $2,371 (August 31, 2024 - $1,321) due to the CEO and CFO for expenses. This amount is unsecured, non-interest bearing and payable on demand.
As at May 31, 2025, accounts payable and accrued liabilities include $11,300 (August 31, 2024 - $11,300) due to current directors for consulting services. This amount is unsecured, non-interest bearing and payable on demand.
Due to/from related parties
Included in due from related parties are as follows:
a) During the year ended August 31, 2024, the Company advanced $9,428 to a company controlled by CEO. During the period ended May 31, 2025, the loan was repaid in full.
b) During the year ended August 31, 2024, the Company entered into an agreement to loan $19,700 to a company controlled by the CEO. The loan is non-interest bearing, unsecured, and matured on August 31, 2024.
c) During the year ended August 31, 2024, the Company advanced $60,000 to Falcon Gold Corp ("Falcon"), a company related by common directors. This payment was for a letter of intent (LOI) to acquire the Central Canada Project. The LOI was cancelled and the funds were repaid during the period ended May 31, 2025. Other expenses totaling $5,024 were paid by Falcon on behalf of the Company. The balance payable of $8,611 (2024 – $3,587) remains outstanding at May 31, 2025, is unsecured, non-interest bearing and payable on demand.
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MARVEL DISCOVERY CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended May 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
10. Related party transactions – (cont’d)
Due to/from related parties – (cont’d)
Included in due from related parties are as follows:
d) During the year ended August 31, 2024, the Company owed Power One $7,645 for the expenses paid on behalf of Marvel. The balance remains outstanding at May 31, 2025, is unsecured, non-interest bearing and payable on demand.
11. Financial risk management
The Company is exposed in varying degrees to a variety of financial instrument related risks.
Credit Risk
The Company is exposed to credit risk by holding cash. Holding the cash in large Canadian financial institutions minimizes this risk. The Company has minimal accounts receivable exposure. The Company is exposed to credit risk with the amounts due from related parties. The maximum exposure to loss arising from the amounts due from related parties is equal to their total carrying amounts.
Currency Risk
The Company's functional currency is the Canadian dollar. There is minimal foreign exchange risk to the Company as its mineral property interests are located in Canada. Management does not have any foreign currency balances. The Company does not engage in any hedging activities to reduce its foreign currency risk.
Interest Rate Risk
The Company's exposure to interest rate risk relates to its ability to earn interest income on cash balances at variable rates. Currently, this risk will have an immaterial effect on operations.
Price Risk
Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from currency risk or interest rate risk). The Company is at risk to changes in commodity prices which may affect financing options available to the Company.
Liquidity Risk
Liquidity risk arises through the excess of financial obligations over available financial assets due at any point in time. The Company manages this risk by careful management of its working capital and deferring related party payables.
The Company's expected source of cash flow in the upcoming year will be through equity financing. Cash on hand at May 31, 2025 and expected cash flows for the next 12 months are not sufficient to fund the Company's ongoing operational needs. The Company will need funding through equity or debt financing, entering into joint venture agreements, or a combination thereof.
Capital Management
The Company is engaged in the mineral exploration field and manages related industry risk issues directly. The Company is potentially at risk for environmental issues and fluctuations in commodity based market prices associated with resource property interests. Management is of the opinion that the Company addresses environmental risk and compliance in accordance with industry standards and specific project environmental requirements.
MARVEL DISCOVERY CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended May 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
11. Financial risk management – (cont’d)
Liquidity Risk – (cont’d)
The Company includes cash and equity in the definition of capital. Equity is comprised of issued common shares, reserves, and deficit.
The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of underlying assets. In order to maintain or adjust its capital structure, the Company may issue new shares, purchase shares for cancellation pursuant to normal course issuer bids or make special distributions to shareholders. The Company is not subject to any externally imposed capital requirements and does not presently utilize any quantitative measures to monitor its capital.
There were no changes in the Company’s approach to capital management during the quarter.
Fair Value
The fair value of the Company’s financial assets and liabilities approximates the carrying amount. Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
- Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
- Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
- Level 3 – Inputs that are not based on observable market data.
The Company’s financial assets measured at fair values through profit or loss are as follows:
| May 31, 2025 | Level 1 | Level 2 | Level 3 |
|---|---|---|---|
| $ | $ | $ | |
| Cash | 780 | - | - |
| Investments | 75,000 | - | - |
| August 31, 2024 | Level 1 | Level 2 | Level 3 |
| $ | $ | $ | |
| Cash | 80,888 | - | - |
| Investments | 200,000 | - | - |
Management believes that the recorded values of all cash, accounts receivable, accounts payable and accrued liabilities, promissory notes, and amounts due to and from related parties approximate their current fair values because of their nature and anticipated settlement dates.
12. Investments
| Investment | Number of units held | Investment Cost | Fair Value at May 31, 2025 | Number of units held | Investment Cost | Fair Value at August 31, 2024 |
|---|---|---|---|---|---|---|
| # | $ | $ | # | $ | $ | |
| Public Company | ||||||
| Carmanah – shares | - | - | - | - | - | - |
| Carmanah – warrants | - | - | - | - | - | - |
| Power One – shares | 5,000,000 | 581,578 | 75,000 | 5,000,000 | 581,578 | 200,000 |
| Total | 5,000,000 | 581,578 | 75,000 | 5,000,000 | 581,578 | 200,000 |
MARVEL DISCOVERY CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended May 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
12. Investments – (cont’d)
Carmanah Minerals Corp
Pursuant to the property option agreement on October 4, 2022, the Company received 1,000,000 units of Carmanah on November 22, 2022. Each unit consists of one common share and one common share purchase warrant, with each warrant entitling the holder to subscribe for one common share of Carmanah at a price of $0.065 per share for a period of five years from issuance. On the date of issuance, the Carmanah shares were valued at the market price of $0.05 per share for a value of $50,000 and the warrants were valued at $36,131 using volatility of 100%, interest rate of 3.18%, share price at the date of issuance of $0.05, expected life of 5 years and dividend yield of 0.00%. Expected volatility was determined using entities of similar size and industry.
During the year ended August 31, 2023, the Company subscribed $40,000 to a private placement offering in Carmanah for 1,333,334 units at a price of $0.03 per unit. Each unit consists of one common share and one common share purchase warrant, with each warrant entitling the holder to subscribe for one common share of Carmanah at a price of $0.05 per share for a period of two years from issuance.
On November 15, 2023, the Company received 1,500,000 units of Carmanah pursuant to the property option agreement. Each unit consists of one common share and one common share purchase warrant, with each warrant entitling the holder to subscribe for one common share of Carmanah at a price of $0.0375 per share for a period of five years from issuance. On the date of issuance, the Carmanah shares were valued at the market price of $0.03 per share for a value of $45,000 and the warrants were valued at $41,733 using volatility of 161%, interest rate of 3.60%, share price at the date of issuance of $0.03, expected life of 5 years and dividend yield of 0.00%. Expected volatility was determined using entities of similar size and industry.
During the year ended August 31, 2024, prior to the threshold of significant influence being met, the Company recognized a gain on fair value of investment in shares and warrants of Carmanah of $16,453.
On April 29, 2024, the Company received additional shares and warrants of Carmanah. The threshold for significant influence as defined in IAS 28 was met and the investment is now accounted for using the equity method, see note 13. Carmanah and Marvel have a director and an officer in common.
Power One Resources Corp
On May 13, 2021, the Company completed the plan of arrangement (the "Arrangement") whereby the Company spun out its Serpent River and Wicheeda North property assets and liabilities (the "Spin-Out") in order to create a new exploration company, Power One, by way of plan of arrangement under the Business Corporations Act (British Columbia). In consideration for the transferred assets and liabilities, the Company received 5,000,000 common shares of Power One fair valued at $581,578. As at August 31, 2023, the Company has accounted for the investment at fair value based on Power One's most received private placement at $0.10 per share.
During the year ended August 31, 2024, Power One's shares were listed on the TSXV. As at August 31, 2024, the Company used the published share price to determine the fair value of the investment. During the period ended May 31, 2025, the Company recognized a loss on fair value of investment of $125,000 (2024 - $300,000).
MARVEL DISCOVERY CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended May 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
12. Investments – (cont'd)
Power One Resources Corp – (cont'd)
Power One is a related party with a director and an officer in common. The escrow release on Power One's 5,000,000 shares are as follows:
- 25% released on January 16, 2024
- 25% released on July 16, 2024
- 25% released on January 16, 2025
- 25% released on July 16, 2025
13. Investment in Associate
On April 29, 2024, the Company received 6,000,000 common shares and 6,000,000 share purchase warrants of Carmanah pursuant to a property option agreement. The share purchase warrants enable the holder of each warrant to subscribe for one common share of Carmanah at a price of $0.05 for a period of three years from the date of issue. The Carmanah shares were valued at the market price of $0.0325 for a value of $195,000 and the warrants were valued at $158,268 using volatility of 161%, interest rate of 4.18%, share price at the date of issuance of $0.0325, expected life of 3 years and dividend yield of 0.00%. Expected volatility was determined using entities of similar size and industry. As a result of the shares received, together with the shares and warrants of Carmanah previously held by the Company with a fair value of $220,560 as remeasured on April 29, 2024, Marvel obtained 18.57% interest in Carmanah. The Company had determined that despite having less than 20% of the voting power of the investee, the existence of significant influence can be clearly demonstrated. The investment in Carmanah is accounted for using the equity method.
| Investment in Associate, September 1, 2023 | $ | - |
|---|---|---|
| Fair value of Carmanah shares and warrants on initial recognition | 573,828 | |
| Marvel's share of losses from April 29, 2024 to August 31, 2024 | (144,089) | |
| Balance, August 31, 2024 | $ | 429,739 |
| Share of loss of investee | (77,303) | |
| Balance, May 31, 2025 | $ | 352,436 |
Carmanah is publicly traded on the Canadian Securities Exchange under the symbol "CARM". As at May 31, 2025, the fair value of Carmanah's shares is $196,667 (August 31, 2024 - $147,500).
The following tables provide a summary of the financial information of Carmanah:
| May 31, 2025 | August 31, 2024 | |
|---|---|---|
| Total current assets | $ 76,517 | $ 114,638 |
| Total non-current assets | 65,000 | 305,770 |
| Total current liabilities | (183,252) | (105,866) |
| Total non-current liabilities | - | - |
| Total net assets | $ (41,735) | $ 314,542 |
MARVEL DISCOVERY CORP.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended May 31, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited – Prepared by Management)
- Investment in Associate – (cont'd)
| Period from September 1, 2024 to May 31, 2025 | Period from April 29, 2024 to August 31, 2024 | |
|---|---|---|
| Revenue | $ - | $ - |
| Net loss and comprehensive loss | $ (416,277) | $ (775,923) |
- Income taxes
Flow-through
Flow-through common shares require the Company to spend an amount equivalent to the proceeds of the issued flow-through common shares on Canadian qualifying exploration expenditures within a 24-month period. The Company may be required to indemnify the holders of such shares for any tax and other costs payable by them in the event the Company has not made the required exploration expenditures.
During the year ended August 31, 2024, the Company received $800,000 from the issuance of flow-through shares. These amounts will not be available to the Company for future deduction from taxable income. A flow-through premium of $60,000 was recognized initially. On December 31, 2024, the deadline to incur the qualifying expenditures with respect to flow-through renounced under the look-back rule effective December 31, 2023 had passed and the Company did not fulfill its obligations of approximately $600,000. As at May 31, 2025, the Company has approximately $200,000 remaining in exploration expenditures to incur.
During the year ended August 31, 2023, the Company received $2,135,004 from the issuance of flow-through shares. These amounts will not be available to the Company for future deduction from taxable income. A flow-through premium of $195,834 was recognized initially and $94,964 was recognized as other income during the year ended August 31, 2023. During the year ended August 31, 2024, the Company incurred approximately $739,000 (2023 – 1,095,000) exploration expenditures and $85,272 was recognized as other income.
As at December 31, 2024, the deadline to incur qualifying expenditures under the look-back rule effective December 31, 2023, had passed and the Company did not fulfill its obligations of approximately $901,000. An amount totaling $733,250 has been accrued in accounts payable and accrued liabilities as at May 31, 2025 for the indemnification of the shareholders for taxes and penalties related to the unspent portion of the commitment and for Part XII.6 taxes and related interest and penalties owed to the Canada Revenue Agency and Revenu Quebec. $103,000 flow-through premium has been derecognized and netted against flow-through penalties and indemnification costs.
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