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Metalsource Mining Inc. Interim / Quarterly Report 2026

Nov 18, 2025

48213_rns_2025-11-17_512bdc95-c2d5-47d8-b021-d31ee40d8626.pdf

Interim / Quarterly Report

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METALSOURCE MINING INC.

Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)


Notice of No Auditor Review

The accompanying unaudited condensed consolidated interim financial statements were prepared by management and approved by the Board of Directors.

The Company's independent auditor has not performed a review of these condensed consolidated interim financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.

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METALSOURCE MINING INC.
Condensed Consolidated Interim Statements of Financial Position
(Expressed in Canadian dollars)

September 30, 2025 (unaudited) June 30, 2025 (audited)
ASSETS
Current assets
Cash $ 219,161 $ 64,842
GST receivable 6,134 3,722
Prepaid expenses 5,000 5,000
230,295 73,564
Non-current assets
Exploration and evaluation assets (note 4) 2,639,246 2,639,270
$ 2,869,541 $ 2,712,834
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities (note 6) $ 143,083 $ 63,682
Loans payable (note 9) 50,000 -
193,083 63,682
SHAREHOLDERS' EQUITY
Share capital (note 5) 4,964,220 4,938,645
Share subscriptions (note 5) 190,000 -
Reserves (note 5) 31,411 28,418
Foreign currency translation reserve 357 5
Deficit (2,509,530) (2,317,916)
2,676,458 2,649,152
$ 2,869,541 $ 2,712,834

NATURE OF BUSINESS AND CONTINUING OPERATIONS (note 1)
SUBSEQUENT EVENTS (note 11)

Approved on behalf of the Board:

"Alex Bugden"
Director

"Joseph Cullen"
Director

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

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METALSOURCE MINING INC.

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

(Expressed in Canadian dollars)

(Unaudited)

Three months ended September 30, 2025 Three months ended September 30, 2024
EXPENSES
Consulting fees $ 41,644 $ 21,000
Investor relations and shareholder information 3,495 -
Listing fees 66,317 3,919
Management fees (note 6) 48,000 42,000
Office 649 497
Professional fees 27,724 473
(187,829) (67,889)
OTHER INCOME (EXPENSE)
Financing fee (notes 5 and 9) (2,993) -
Foreign exchange (519) 87
Interest expense (274) -
Interest income 1 -
NET LOSS $ (191,614) $ (67,802)
OTHER COMPREHENSIVE INCOME
Item which may be subsequently reclassified to profit or loss:
Translation of foreign operations 352 10
NET LOSS AND COMPREHENSIVE LOSS $ (191,262) $ (67,792)
LOSS PER SHARE (basic and diluted) $ (0.01) $ (0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (basic and diluted) 34,667,359 30,516,000

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


METALSOURCE MINING INC.

Condensed Consolidated Interim Statements of Changes in Shareholders' Equity

(Expressed in Canadian dollars)

(Unaudited)

Common shares Share subscriptions Reserves Foreign currency translation reserve Deficit Total equity
Number of shares Amount
Balance, June 30, 2024 30,516,000 $ 4,135,770 $ - $ 57,178 $ - $(1,672,603) $ 2,520,345
Expired options - - - (57,178) - 57,178 -
Net loss and comprehensive loss - - - - 10 (67,802) (67,792)
Balance, September 30, 2024 30,516,000 $ 4,135,770 $ - $ - $ 10 $(1,683,227) $ 2,452,553
Balance, June 30, 2025 34,501,000 $ 4,938,645 $ - $ 28,418 $ 5 $(2,317,916) $ 2,649,152
Shares issued on exercise of warrants 852,500 25,575 - - - - 25,575
Shares subscriptions received - - 190,000 - - - 190,000
Commitment warrants issued (notes 5, 9) - - - 2,993 - - 2,993
Net loss and comprehensive loss - - - - 352 (191,614) (191,262)
Balance, September 30, 2025 35,353,500 $ 4,964,220 $ 190,000 $ 31,411 $ 357 $(2,509,530) $ 2,676,458

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


METALSOURCE MINING INC.

Condensed Consolidated Interim Statements of Cash Flows

(Expressed in Canadian dollars)

(Unaudited)

Three months ended September 30, 2025 Three months ended September 30, 2024
OPERATING ACTIVITIES
Net loss $ (191,614) $ (67,802)
Adjustment for items not involving cash:
Financing fee 2,993 -
Foreign exchange 519 -
(188,102) (67,802)
Changes in non-cash working capital balances:
GST receivable (2,412) (995)
Accounts payable and accrued liabilities 79,258 37,198
Cash used in operating activities (111,256) (31,599)
INVESTING ACTIVITIES
Exploration and evaluation assets - (1,300)
FINANCING ACTIVITIES
Proceeds from loans payable 50,000 40,000
Proceeds from share subscriptions received 190,000 -
Proceeds from the issuance of shares 25,575 -
Cash provided by financing activities 265,575 40,000
Effect of foreign exchange on cash - (88)
CHANGE IN CASH 154,319 7,013
CASH, BEGINNING OF PERIOD 64,842 17,688
CASH, END OF PERIOD $ 219,161 $ 24,701

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


METALSOURCE MINING INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)

  1. NATURE OF BUSINESS AND CONTINUING OPERATIONS

Metalsource Mining Inc. (the "Company") was incorporated on August 18, 2020 under the laws of the Province of British Columbia. The Company's registered office and its principal place of business is 700-838 W Hastings Street, Vancouver, British Columbia, Canada.

The Company's principal business activity is the acquisition and exploration of mineral property assets. As of September 30, 2025, the Company has yet to determine whether the Company's exploration and evaluation assets contain ore reserves that are economically recoverable. The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete the development of and the future profitable production from the property or realizing proceeds from its disposition.

The Company has a deficit of $2,509,530 as of September 30, 2025, which has been primarily funded by the issuance of equity. The Company's ability to continue its operations and to realize its assets at their carrying value is dependent upon obtaining additional financing and generating revenues sufficient to cover its operating costs. These conditions indicate the existence of a material uncertainty which may cast significant doubt upon the Company's ability to continue as a going concern.

These condensed consolidated interim financial statements have been prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. These condensed consolidated interim financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the condensed consolidated interim financial statements. These adjustments could be material.

  1. BASIS OF PREPARATION

Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting" as issued by the International Accounting Standards Board.

Approval of the financial statements

The condensed consolidated interim financial statements of the Company for the three months ended September 30, 2025 and 2024 were reviewed by the Audit Committee and approved and authorized for issuance by the Board of Directors on November 17, 2025.

Basis of measurement

These condensed consolidated interim financial statements have been prepared on a historical cost basis except for certain financial instruments which are measured at fair value as explained in the accounting policies set out in Note 3.

The functional and presentation currency of the Company is the Canadian dollar.

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METALSOURCE MINING INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)

  1. BASIS OF PREPARATION (continued)

Basis of consolidation

These condensed consolidated interim financial statements include the accounts of the Company and its wholly owned Botswana subsidiary Red Ridge Mining Proprietary Limited ("Red Ridge"). All intercompany accounts and transactions between the Company and its subsidiary have been eliminated upon consolidation. The functional currency of Red Ridge is the Botswanan Pula.

  1. MATERIAL ACCOUNTING POLICY INFORMATION

These condensed consolidated interim financial statements have been prepared using the same accounting policies, methods of computation, and critical accounting estimates and judgments as described in Note 3 of the Company's audited consolidated financial statements for the year ended June 30, 2025.

  1. EXPLORATION AND EVALUATION ASSETS

Aruba Property

On September 26, 2023, the Company acquired a 100% interest in 5 prospecting licenses totalling approximately 4,663 km² located in South-Central Botswana, 200 km west of the coeval Bushveld Complex in neighboring South Africa. As at September 30, 2025, the Company's five prospecting licenses covered approximately 2,241 km² (June 30, 2025 – 2,241 km²).

The licenses were acquired through the purchase of all issued and outstanding shares of Red Ridge. The transaction was accounted for as an asset acquisition under IFRS 2 Share-based Payment, as Red Ridge did not constitute a business under IFRS 3 Business Combinations.

Byrd-Pilot and Silver Hill Properties

On September 11, 2025, the Company entered into an option agreement to acquire a 100% interest in the Byrd-Pilot Project and the Silver Hill Mine Project, located in the State of North Carolina. As consideration, the Company has agreed to pay $250,000 in cash, issue 15,000,000 common shares, and incur $1,000,000 in exploration expenditures over a 24-month period. In connection with the option agreement, the Company will pay a finder's fee equal to 10% of the total cash and share consideration over a 24-month period.

As at September 30, 2025, the transaction had not yet closed, and no amounts had been recorded in exploration and evaluation assets in respect of the agreement.

Eastmain Property

The Company previously held an option to acquire a 100% interest in the Eastmain Property located in the Province of Quebec pursuant to an option agreement dated October 8, 2020, as subsequently amended. During the year ended June 30, 2024, the Company recorded an impairment charge of $273,710, reducing the carrying value to a nominal amount of $1, as no substantive expenditures on further exploration were budgeted or planned. During the year ended June 30, 2025, the Company elected to terminate the option and recorded an additional impairment of $1. The property has been fully written off.

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METALSOURCE MINING INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)

4. EXPLORATION AND EVALUATION ASSETS (continued)

Summit Old Timer Property

The Company previously held an option to acquire a 75% interest in the Summit Old Timer Property located in the Province of British Columbia pursuant to an option agreement dated December 16, 2021, as subsequently amended. During the year ended June 30, 2025, the Company elected to terminate the option and recorded an impairment charge of $227,513. The property has been fully written off.

Aruba Eastmain Summit Old Timer Total
Balance, June 30, 2024 2,500,864 $ 1 $ 227,513 $ 2,728,378
Acquisition costs
Other 3,470 - - 3,470
Exploration costs
Geological consulting 41,922 - - 41,922
Prospecting 93,031 - - 93,031
Impairment - (1) (227,513) (227,514)
Impact of foreign currency translation (17) - - (17)
Balance, June 30, 2025 2,639,270 - - 2,639,270
Exploration costs
Geological consulting 144 - - 144
Impact of foreign currency translation (168) - - (168)
Balance, September 30, 2025 2,639,246 - - 2,639,246

5. SHARE CAPITAL

Authorized

Unlimited number of common shares without par value.

Issued and outstanding

As of September 30, 2025, there were 35,353,500 (June 30, 2025 - 34,501,000) common shares issued and outstanding.

During the three months ended September 30, 2025:

I. On September 9, 2025, the Company issued 277,500 common shares for proceeds of $0.03 per share ($8,325 total) upon the exercise of warrants.

II. On September 15, 2025, the Company issued 575,000 common shares for proceeds of $0.03 per share ($17,250 total) upon the exercise of warrants.


METALSOURCE MINING INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)

5. SHARE CAPITAL (continued)

Issued and outstanding (continued)

During the three months ended September 30, 2024:

  1. The Company did not have any share transactions.

As at September 30, 2025, the Company had $190,000 (June 30, 2025 - $Nil) share subscription receipts.

Escrow

As of September 30, 2025, included in the shares outstanding, there were Nil (June 30, 2025 - 622,500) common shares and Nil (June 30, 2025 – 360,000) warrants held in escrow. The shares and warrants held in escrow were released over a period of 36 months following the initial public offering.

Stock options

The Company has an incentive Stock Option Plan (the "Option Plan") pursuant to which the Board may, from time to time, grant options to directors, officers, employees and consultants of the Company. The number of common shares granted under each option and the vesting terms thereof are at the discretion of the Board after discussion with management. Options granted under the Option Plan must have a term of no more than ten years from the date of grant. The exercise price of each option granted under the Option Plan is at the discretion of the Board, provided that the exercise price cannot be below the market price on the date of grant. The number of common shares that may be optioned under the Option Plan is limited to 10% of the outstanding common shares from time to time; provided, that any one participant under the Option Plan shall not be entitled to receive options to acquire an aggregate of greater than 5% (10% in the case of insiders, 2% in the case of consultants and 2% in the case of those providing investor relations services) of the outstanding common shares in any 12-month period.

As of September 30, 2025, the Company had Nil (June 30, 2025 – Nil) stock options outstanding and exercisable to acquire common shares of the Company.

Restricted share units

The Company has a 10% rolling Restricted Share Unit Plan ("RSU Plan") whereby the Company may issue up to 10% of its issued capital as RSUs to eligible directors, officers and consultants of the Company.

As of September 30, 2025, the Company had Nil (June 30, 2025 – Nil) RSUs outstanding and exercisable to acquire common shares of the Company.

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METALSOURCE MINING INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)

5. SHARE CAPITAL (continued)

Compensation options

A continuity schedule of outstanding compensation options is as follows:

Number Outstanding Weighted Average Exercise Price
Balance, June 30, 2024 360,000 $ 0.25
Expired (360,000) 0.25
Balance, June 30, 2025 - $ -
Balance, September 30, 2025 - $ -

Warrants

A continuity schedule of outstanding warrants is as follows:

Number Outstanding Weighted Average Exercise Price
Balance, June 30, 2024 2,270,500 $ 0.11
Issued 2,075,000 0.29
Balance, June 30, 2025 4,345,500 $ 0.20
Exercised (852,500) 0.03
Issued 25,000 0.20
Balance, September 30, 2025 3,518,000 $ 0.24

As of September 30, 2025, the Company had warrants outstanding and exercisable to acquire common shares of the Company as follows:

Expiry Date Number of warrants Exercisable Exercise Price
January 26, 2026 722,500 722,500 $ 0.03
February 28, 2026 695,500 695,500 $ 0.30
November 22, 2026 1,875,000 1,875,000 $ 0.30
December 18, 2026 200,000 200,000 $ 0.20
September 9, 2027 25,000 25,000 $ 0.20
3,518,000 3,518,000

During the three months ended September 30, 2025, the Company issued 25,000 commitment warrants (note 9). Each commitment warrant is exercisable to purchase one common share at a price of $0.20 for a period of 24 months from issuance. The commitment warrants were valued at $2,993 using the Black-Scholes option pricing model with the following assumptions based on the service date of the loan: (i) share price of $0.18; (ii) exercise price of $0.20; (iii) expected life of 2 years; (iv) expected volatility of 139%; (v) dividend yield of 0%; (vi) risk-free interest rate of 2.72%; and (vii) forfeiture rate of 0%.


METALSOURCE MINING INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)

6. RELATED PARTY BALANCES AND TRANSACTIONS

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Key management personnel includes directors and key officers of the Company, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO").

The Company had incurred the following key management personnel costs:

Three months ended September 30, 2025 Three months ended September 30, 2024
Management fees paid to the Company's CEO $ 24,000 $ 21,000
Management fees paid to the Company's CFO - 8,000
Management fees paid to a corporation controlled by the Company's CFO 15,000 4,000
$ 39,000 $ 33,000

During the three months ended September 30, 2025, the Company borrowed $50,000 from York Harbour Metals Inc., a non-arm's length party (note 9). Certain directors and officers of the Company are also directors and officers of York Harbour Metals Inc. The loan is unsecured, bears interest at 5% per annum, and is repayable upon the closing of the Company's next private placement. The Company recorded $274 of interest expense during the period.

As at September 30, 2025, accounts payable and accrued liabilities included $22,050 (June 30, 2025 - $8,400) due to key management personnel. Included in this amount was $16,800 (June 30, 2025 - $8,400) due to the CEO for management fees and $5,250 (June 30, 2025 - $Nil) due to a company controlled by the CFO for management fees. The amounts payable are unsecured, non-interest bearing and due on demand.

7. MANAGEMENT OF CAPITAL

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to pursue the identification, evaluation and acquisition of its exploration and evaluation assets. The Company does not have any externally imposed capital requirements to which it is subject.

The Company's capital structure consists of shareholders' equity in the amount of $2,676,458 at September 30, 2025 (June 30, 2025 - $2,649,152). The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue common shares or dispose of assets.

The Company's strategy for managing capital did not change during the period ended September 30, 2025.

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METALSOURCE MINING INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)

8. FINANCIAL INSTRUMENTS AND FINANCIAL RISK

IFRS 13, Fair Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Fair value of financial instruments

The carrying value of accounts payable and accrued liabilities approximates its fair value due to the relatively short period of maturity. The Company has classified cash measured at fair value on a recurring basis presented on the consolidated statements of financial position using level 1 inputs.

Financial risk management objectives and policies

The Company's financial instruments include cash, accounts payable and accrued liabilities, and loans payable. The risks associated with these financial instruments and any mitigating factors are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner. There were no changes to the Company's risk exposures during the period ended September 30, 2025.

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company's maximum exposure to credit risk is the carrying amount of cash. To minimize the credit risk, the Company places its cash with a high-quality financial institution.

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. In the management of liquidity risk, the Company maintains a balance between continuity of funding and the flexibility through the use of borrowings. Management closely monitors the liquidity position and expects to have adequate sources of funding to finance the Company's projects and operations. All of the Company's accounts payable and accrued liabilities are due within 30 days and are subject to normal trade terms. The Company had cash at September 30, 2025 in the amount of $219,161 (June 30, 2025 – $64,842) in order to meet short-term business requirements. At September 30, 2025, the Company had current liabilities of $193,083 (June 30, 2025 – $63,682).

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk.

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METALSOURCE MINING INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)

8. FINANCIAL INSTRUMENTS AND FINANCIAL RISK (continued)

Financial risk management objectives and policies (continued)

Currency risk

Currency risk is the risk that the fair value of, or future cash flows from, the Company's financial instruments will fluctuate because of changes in foreign exchange rates. The Company's property interests in Botswana make it subject to foreign currency fluctuations and inflationary pressures which may adversely affect the Company's financial position, financial performance and cash flows. The Company is not exposed to material currency risk at September 30, 2025.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on the variable rate of interest earned on bank deposits. The fair value interest rate risk on bank deposits is insignificant as the deposits are short-term.

The Company has not entered into any derivative instruments to manage interest rate fluctuations.

Other price risk

Other 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, whether those changes are caused by factors specific to the individual financial instrument or its issuer or by factors affecting all similar financial instruments traded in the market. The Company is not exposed to material other price risk at September 30, 2025.

9. LOANS

During the three months ended September 30, 2025, the Company received a $50,000 loan bearing interest at 5% per annum, repayable upon the closing of the Company's next private placement. In connection with the loan, the Company issued 25,000 commitment warrants (note 5).

10. SEGMENTED INFORMATION

The Company has one reportable operating segment being the acquisition, exploration and evaluation of exploration and evaluation assets within one geographical location in Botswana (note 4).

As at September 30, 2025, long-term assets of $2,639,246 (June 30, 2025 – $2,639,270) relate to the Aruba property located in Botswana.

11. SUBSEQUENT EVENTS

In October 2025, the Company closed a non-brokered private placement of 20,000,000 units at a price of $0.20 per unit for gross proceeds of $4,000,000. Each unit consists of one common share and one-half of a warrant. Each whole warrant allows the holder to purchase one additional common share at a price of $0.30 per share for a period of 36 months. In connection with the private placement, the Company paid finder's fees of $150,000 and issued 742,000 broker warrants to purchase one additional common share at a price of $0.30 per share for a period of 36 months.

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METALSOURCE MINING INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
(Unaudited)

11. SUBSEQUENT EVENTS (continued)

In October 2025, the Company issued 272,500 common shares for proceeds of $0.03 per share ($8,175 total) upon the exercise of warrants.

In October 2025, the Company entered into a client services agreement with Equitrend Data Inc. to provide digital marketing services, including pay-per-click advertising, email marketing, banner, and social media campaigns. The agreement has a three-month term with total consideration of US$350,000 and includes an option to extend for an additional three months on the same terms.

In October 2025, the Company closed the option agreement for the Byrd-Pilot and Silver Hill Properties (note 4). Upon closing, the Company paid $25,000 and issued 3,000,000 common shares. The Company also paid $2,500 and issued 300,000 common shares as the initial finder's fee. The remaining finder's fee is due upon each annual payment and share issuance under the option agreement.

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