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NEO Battery Materials Ltd. — Management Reports 2025
Sep 30, 2025
45806_rns_2025-09-29_6e08b79a-54c7-4bdb-b7e7-cb8f482f9129.pdf
Management Reports
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1
Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations for the year ended May 31, 2025
Background
This management discussion and analysis (“MD&A”) of the consolidated financial position of Troy Minerals Inc. (“Troy”, the “Company” and “us,” “our” or “we”) and results of its operations for the year ended May 31, 2025, is prepared as at September 26, 2025. This MD&A should be read in conjunction with the audited financial statements for the years ended May 31, 2025 and 2024, and the related notes thereto. These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All currency amounts are expressed in Canadian dollars, unless otherwise stated.
Forward-Looking Information
This discussion contains “forward-looking statements” that involve risks and uncertainties. Such forward-looking statements concern the Company’s anticipated results and developments in the Company’s operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements also relate to the ability of the Company to obtain all government approvals, permits and third party consents in connection with the Company’s exploration and development activities; the Company’s ongoing drilling program; the Company’s future exploration and capital costs, including the costs and potential impact of complying with existing and proposed environmental laws and regulations; general business and economic conditions; analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Statements concerning mineral resource estimates may also be deemed to constitute forward-looking statements to the extent that they involve estimates of mineralization that will be encountered if the property is developed. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward looking statements. Such information, although considered to be reasonable by the Company’s management at the time of preparation, may prove to be inaccurate and actual results may differ materially from those anticipated in the statements made. This MD&A may contain forward-looking statements that reflect the Company’s current expectations and projections about its future results. When used in this MD&A, words such as “estimate”, “intend”, “expect”, “anticipate” and similar expressions are intended to identify forward-looking statements, which, by their very nature, are not guarantees of the Company’s future operational or financial performance, and are subject to risks and uncertainties and other factors that could cause the Company’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this MD&A or as of the date otherwise specifically indicated herein. Due to risks and uncertainties, including the risks and uncertainties identified above and elsewhere in this MD&A, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Such statements reflect our management’s current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and known or unknown risks and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future
results, performance, or achievements that may be expressed or implied by such forward-looking statements.
Company Overview
Troy Minerals Inc. (the "Company") was incorporated under the name 1166469 BC Ltd. and under the Business Corporations Act (British Columbia) on May 31, 2018, and changed its name to Troy Minerals Inc. on April 20, 2022. The registered and records office of the Company is located at 1200 – 750 West Pender Street, Vancouver, Canada V6C 2T8. On September 2, 2022, the Company began trading on the Canadian Securities Exchange ("CSE") under the symbol TROY. On June 16, 2023, the Company began trading its common shares on the US trading platform, OTCQB under the symbol "TROYF".
The Company is in the business of exploration of mineral properties. The Company has obtained an option to acquire up to a 100% right, title, and interest in and to a mineral property located near Prince George, British Columbia, Canada, referred to as the Green Gold Property.
On September 17, 2022, the Company completed a property purchase from Rockbridge Resources Inc. for a 100% right, title, and interest in the "Ticktock Property" in BC. The 1065-hectare Ticktock Property is located within the Golden Triangle region of British Columbia, Canada.
On February 13, 2023 the Company entered into an option agreement with Wyoming Mines Inc. to acquire a 100% undivided interest, subject to a 2.5% net smelter return royalty, in the "Lake Owen Property," composed of 91 mineral property claims located approximately 50km southwest of Laramie, Wyoming. To exercise the option, the Company must issue cash payments totalling USD$ 487,500 and incur a total of USD$ 1,000,000 in exploration expenditures on the Lake Owen Property before February 13, 2028, as outlined in "The Lake Owen Property" section below.
On August 3, 2023, the Company entered into a sale agreement to purchase 100% of the Lac Jaques mineral claims for $50,000 worth of consideration shares based on the day average closing share price on the CSE for the seven trading days immediately prior to the date that is 60 days from the date of the agreement, $50,000 of lump sum cash payment within 7 business days of the agreement, and exploration work program carried by one of the vendors involving a minimum expenditure of $150,000 to be incurred over a 12-month period.
On March 18, 2024, the Company announced it had completed the staking of a new property, Mica Peak, located in British Columbia. The Property is 100% owned by the company and is unencumbered by any royalties at the present time. During the year ended May 31, 2024, the Company determined not to proceed with the exploration of the property. An impairment expense of $7,004 was recognized in relation to the Mica Peak property during the year ended May 31, 2024, to write this asset down to a value of $Nil.
On April 29, 2024, the Company terminated the option agreement to acquire a 75% beneficial interest in the Green Gold property. As such, an impairment expense of $383,953 was recognized to write this asset down to a value of $Nil.
On September 4, 2024, the Company completed the acquisition of 100% of the issued and outstanding shares of CBGB Ventures Corp. The transaction provides the Company with the option to acquire 100% interest in the Table Mountain silica project in British Columbia, and the right to acquire up to an 80% interest in the Tsagaan Zalaa silica project in Mongolia.
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During the year ended May 31, 2023, the Company purchased the Tick Tock Property from Rockbridge Resources Inc. in exchange for cash consideration of $120,000 and the issuance of 2,500,000 common shares of the Company with a fair value of $100,000. The Ticktock Property is located in British Columbia, Canada.
On March 12, 2025, the Company entered into an option agreement with Molten Metals Corp., whereby Molten Metals Corp. would purchase 100% of Troy's undivided right, title, ownership and beneficial interest in the Property.
The Company’s objective is to explore, and if warranted, develop Lake Owen, Lac Jaques, Table Mountain, and Tsagaan Zalaa. The Company will evaluate opportunities to acquire interests in additional exploration stage mineral properties.
The Company is dependent on raising funds through the issuance of shares and/or attracting joint venture partners in order to undertake further exploration to potentially identify mineral resources and resources requiring development of its mineral properties. Management believes that financing is available for early-stage exploration and may be sourced in time to allow the Company to continue its current planned activities in the normal course.
The Company had cash of $427,777 as at May 31, 2025, but management cannot provide any assurance that the Company will ultimately achieve profitable operations, become cash flow positive or raise additional equity and/or debt capital. If the Company is unable to raise additional capital in the future, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favourable terms and/or pursue other remedial measures. Management is aware, in making its assessment, of material uncertainties related to events or conditions that may cast significant doubt upon the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company is dependent on raising capital through share issuances.
CBGB Acquisition
On June 27, 2024, the Company entered into a share acquisition agreement with CBGB Ventures Corp. (“CBGB”) and 1489649 B.C. LTD. (“Subco”) by way of an amalgamation between CBGB and Subco, a wholly owned subsidiary of the Company.
On September 3, 2024, the Company completed the acquisition of 100% of the issued and outstanding shares of CBGB Ventures Corp. in consideration for 3,244,151 Troy common shares and 9,732,450 special warrants of the Company. All shares, including shares issuable on conversion of special warrants, are subject to voluntary hold and escrow provisions with an initial 25% release at six months from the closing date, and the remaining 75% released upon achieving certain milestones including commercial production.
The Special Warrants will convert into common shares of the Company as follows:
- 3,244,151 Special Warrants will convert into Troy common shares on the date on which the Company will receive a 23.8% equity interest in Grand Samsara Development LLC.
- 1,601,324 Special Warrants will convert into Troy common shares on that date, which is 30 days following the earlier of the date of Table Mountain Project attaining a mineral resource of 5,000,000 tonnes as supported by a technical report prepared for the Company pursuant to National Instrument 43-101 and upon commencing commercial production (issued subsequent to May 31, 2025)
- 1,601,327 Special Warrants will convert into Troy common shares on that date, which is 30 days following the date the Table Mountain Project commences commercial production; and
- 3,285,648 Special Warrants will convert into Troy common shares on that date which is 30 days following the date the Tsagaan Zalaa Project commencing commercial production.
CBGB holds the option to acquire 100% interest in the Table Mountain Silica Project in British Columbia. The Optionor will retain a 2.0% net smelter return royalty. CBGB together with Troy, will have the right to acquire up to an 80% equity interest in Grand Samsara Development LLC which holds the Tsagaan Zalaa Silica Project in Mongolia.
CBGB acquisition does not meet the criteria of a business under IFRS 3 Business Combinations, and therefore, the Company has accounted for the Acquisition as the acquisition of assets using IFRS guidance for asset acquisitions. The intangible assets are measured based on the fair value of the Consideration Shares less the fair value of the remaining identifiable assets.
| Total consideration | |
|---|---|
| Fair value of consideration shares issued on closing ($0.16 per share) | $ 519,063 |
| Transaction cost | 4,798 |
| Net purchase consideration | $ 523,861 |
| Fair value of identifiable net assets acquired | |
| Cash | $ 50,095 |
| Prepaid expenses | 23,750 |
| Other receivable | 20,000 |
| Loan receivable | 488,544 |
| Accounts payable & accrued liabilities | (58,528) |
| Net assets acquired | $ 523,861 |
Overall Performance
The key factors about the Company’s overall performance for the year ended May 31, 2025, are as follows:
The Company had a working capital surplus of $803,169 as at May 31, 2025 (May 31, 2024 – $2,396,676). The decrease in working capital is primarily due to the cash outflows during the year ended May 31, 2025, in connection with exploration expenditures. The Company intends to use its working capital towards its obligations under the Lake Owen and Lac Jaques option agreements. Refer to “The Lake Owen Property” and “The Lac Jaques Property” sections below for more details.
The Company had a comprehensive loss of $1,656,096 for the year ended May 31, 2025 (May 31, 2024 – $2,660,959) which primarily consisted of general and administrative expenses of $408,517 (2024 -
$103,382), professional fees of $534,146 (2024 - $246,269), share-based compensation of $894,114 (2024 - $498,204), fair value loss on marketable securities $150,000 (2024 - $Nil). These impacts were partially offset by a gain on the recovery of mineral properties of $229,648 (2024 - $Nil) and a flow-through premium recovery of $306,208 (2024 - $16,559).
The Company has negative cash flow from operations, and the availability of capital resources has determined its level of operations. Cash used in operating activities for the year ended May 31, 2025, was $1,142,224 as compared to cash used in operating activities of $1,930,843 during the year ended May 31, 2024. The decrease in cash used in operating activities was primarily due to the decrease in net loss and non-cash items in the current period. Cash used in investing activities during the year ended May 31, 2025, was $3,697,168 as compared to $801,519 during the year ended May 31, 2024. The increase was the result of the Company acquiring and conducting exploration activities on exploration and evaluation assets. Cash provided by financing activities during the year ended May 31, 2025, was $2,908,777 as compared to cash provided of $5,045,330 during the year ended May 31, 2024. The decrease in cash provided by financing activities was primarily due to the timing of private placement closings.
The Lac Jaques Property
On August 3, 2023, the Company entered into a sale agreement to purchase 100% of the Lac Jaques mineral claims for the following consideration:
- $50,000 worth of Consideration Shares, based on the day average closing share price on the CSE for the seven trading days immediately prior to the date that is 60 days from the date of the agreement (issued),
- A lump sum cash payment of $50,000 payable within 7 business days of the date of the agreement (paid), and
- An exploration work program carried out by Resources Maxima Inc. on the Lac Jaques mineral claims involving expenditure of a minimum of $150,000, to be incurred over a 12-month period from the date of the agreement (completed).
Following the closing of the agreement (being the date that the payments & expenditures required to be made by the Company have been made in accordance with the time frames provided), the Company shall make the following payments in cash to the vendors:
- A lump sum cash payment of $250,000, upon the establishment by the Company of a National Instruments 43-101 ("NI 43-101") compliant mineral resource in the measured and indicated category, and
- A lump sum cash payment of $350,000 upon the completion by the Company of a pre-feasibility study, as defined in NI 43-101.
On June 25, 2024, August 14, 2024 and October 3, 2024 the Company provided an update on the Company's planning of its soil sampling program on the Lac Jaques Project, which is available on the Company's SEDAR+ profile at www.sedarplus.ca and on the Company's website.
Lake Owen Project (formerly the SW2 Property)
On February 13, 2023 (the "Lake Owen Effective Date"), the Company entered into an option agreement with Wyoming Mines Inc. ("Wyoming"), to acquire a 100% undivided interest, subject to a 2.5% net smelter return ("NSR") royalty, in 91 mineral claims located in Wyoming, USA. On December 1, 2023, the Company entered into an amended agreement resulting in the addition of 9 new mineral claims for a
total of 99 mineral claims, as well as amendments to the timing of expenditure commitments as listed below.
To exercise the option, the Company must issue cash payments totaling USD$ 487,500 and incur a total of USD$ 1,000,000 in exploration expenditures on the Lake Owen Property before February 13, 2028, as outlined below:
(i) Payment of USD$ 487,500 in cash to Wyoming as follows:
A. USD$ 25,000 within three business days of the Lake Owen Effective date (paid);
B. USD$ 12,500 on or before the first anniversary of the Lake Owen Effective Date (paid);
C. USD$ 25,000 on or before the second anniversary of the Lake Owen Effective Date (paid);
D. USD$ 25,000 on or before the third anniversary of the Lake Owen Effective Date;
E. USD$ 100,000 on or before the fourth anniversary of the Lake Owen Effective Date; and
F. USD$ 300,000 on or before the fifth anniversary of the Lake Owen Effective Date.
(ii) Incur US$1,000,000 in Expenditures on the Property as follows:
A. USD$ 500,000 on or before the third anniversary of the Lake Owen Effective Date;
B. USD$ 200,000 on or before the fourth anniversary of the Lake Owen Effective Date; and
C. USD$ 300,000 on or before the fifth anniversary of the Lake Owen Effective Date.
The 2.5% NSR can be reduced to 1% by issuing a cash payment of US$2,000,000 in Wyoming at any time prior to the earlier of:
(i) the commencement of commercial production on the Lake Owen Property; and
(ii) February 13, 2033,
In addition to the 2.5% NSR, upon exercise of the option, the Company will have been deemed to have granted Wyoming a production royalty in the amount of USD$0.01 per pound of vanadium produced on the Lake Owen Property (the "Production Royalty"). The Production Royalty will only be in the event the mineral resource, as defined in NI 34-101 and reported in a technical report prepared in compliance with NI 43-101, on the Lake Owen Property, are no less than 1 (one) billion pounds of vanadium in the measured and indicated category.
Under the terms of the agreement, the Company is also obligated to make bonus payments to Wyoming in the amount of USD$100,000 upon establishing a mineral resource reported in a technical report prepared in compliance with NI 43-101, on the Lake Owen Property, with no less than 1 (one) billion pounds of vanadium in the measured and indicated category, and to make further bonus payments of USD$250,000 upon the Company receiving a feasibility study, as defined in NI 43-101.
The Company has met all of its obligations in respect of the Lake Owen Property to date.
As at May 31, 2025, the Company holds a reclamation bond with the Wyoming Department of Environmental Quality of $2,747 (USD $2,000) (May 31, 2024 - $101,686) related to the Lake Owen Property.
Tick Tock Project
During the year ended May 31, 2023, the Company purchased the Tick Tock Property from Rockbridge Resources Inc. in exchange for cash consideration of $120,000 and the issuance of 2,500,000 common shares of the Company with a fair value of $100,000. The Ticktock Property is located in British Columbia, Canada. Rockbridge Resources Inc. is a company controlled by the President of the Company.
On March 12, 2025 the Company entered into an option agreement for the sale of 100% of their right, title, ownership and beneficial interest in the Tick Tock Property. The Tick Tock Property will be subject to 1% net smelter return to the Company.
In order to exercise the option, the purchaser will pay the Company consideration of:
- $5,000 in cash payable to the Optionor within 5 business days from the signing date (received).
- 1,000,000 shares in the capital of the Optionee (“Optionee Shares”), to be registered in the name of Troy Minerals Inc., and issuable within 10 days of the signing date (received).
- $250,000 in Expenditures on the Property as follows:
- $50,000 on or before 24 months following the signing date;
- an additional $50,000 on or before 36 months following the signing date;
- an additional $150,000 on or before 48 months following the signing date.
Troy retains a 1% net smelter return royalty on the property. During the year ended May 31, 2025, the Company received $5,000 in cash and 1,000,000 common shares in Molten Metals Corp.
Refer to the Company’s press releases for historic surface sampling results, which are available on the Company’s SEDAR+ profile at www.sedarplus.ca and on the Company’s website.
The Green Gold Property
On April 25, 2022, the Company entered into an option agreement with 0902744 B.C. Ltd. (the “Optionor”), to acquire a 100% beneficial interest, with the first 75% subject to a 2% net smelter return (“NSR”) royalty, in various mineral claims located in British Columbia, that comprise the Green Gold Project (“the Property”). The Company may reduce the NSR royalty to 1% by making a $1,500,000 payment to the Optionor at any time (the “1% NSR Repurchase”). The remaining NSR royalty may be purchased from the Optionor for $5,000,000.
On May 10, 2023, the Company entered into an amendment agreement (the “Amendment Agreement”) in relation to the Green Gold Property, whereby it was agreed that the due date of all of the option exercise requirements would be delayed by one year, apart from the minimum expenditures required to keep the property option in good standing.
To exercise the option, the Company must complete the following commitments (as updated per the Amendment Agreement):
a) Incur a minimum of $150,000 in exploration expenditures by December 31, 2022 (date unchanged by Amendment Agreement) (incurred);
b) Incur the minimum Exploration Expenditures required on or before December 31, 2023, and submit appropriate filing and reports to keep the Property in good standing until June 25, 2025, the incurring of such exploration by the Optionee being mandatory expenditures irrespective of whether the Optionee determines to proceed with the Option (clause added by the Amendment Agreement);
c) Pay the Optionor $50,000 either in cash or by the issuance of common shares of the Company, and incur an additional minimum of $300,000 in exploration expenditures by December 31, 2024 (updated from December 31, 2023, by the Amendment Agreement)
d) Pay $50,000 by cash or by the issuance of common shares of the Company, and incur an additional minimum of $550,000 in exploration expenditures by December 31, 2025 (updated from December 31, 2024, by the Amendment Agreement)
e) Pay $100,000 by cash or by the issuance of common shares of the Company, and incur an additional
minimum of $1,000,000 in exploration expenditures by December 31, 2026 (updated from December 31, 2025, by the Amendment Agreement)
f) Pay $100,000 by cash or by issuance of common shares of the Company, and incur an additional minimum of $1,000,000 in exploration expenditures by December 31, 2027 (updated from December 31, 2026, by the Amendment Agreement); and
g) Pay $200,000 by cash or by the issuance of common shares of the Company and incur an additional minimum of $2,000,000 in exploration expenditures by December 31, 2028 (updated from December 31, 2027, by the Amendment Agreement).
If expenditure requirements are not met, the balance must be paid in cash to the Optionor within 30 days of the end of the applicable period.
The Company honored its commitment by incurring the minimum exploration expenditures.
Upon the exercise of the option, the Company is required to pay an advance minimum royalty (the "AMR") of $100,000 per year from 2029 to 2033. The AMR will increase to $300,000 per year from 2034 and onward. If the 1% NSR Repurchase has been made, AMR payments are reduced by 50%.
The Company may acquire the remaining 25% beneficial interest in the property by paying $1,200,000 in cash or the equivalent of $1,200,000 in common shares of the Company. This payment increases by $100,000 every 12 months, in the event that the option is not exercised by April 11, 2027, for a maximum amount payable of $5,000,000.
In conjunction with the option agreement, the Company agreed to issue 2,000,000 common shares as finder's fees. The shares were issued on July 20, 2022 and were valued at $16,000. Gregory Z. Mosher, P.Geo. prepared an NI 43-101 technical report (the "Technical Report") for the Company entitled "NI 43-101 Technical Report Green Gold Property, British Columbia" dated June 24, 2022 (the "Technical Report"). Mr. Mosher is a "Qualified Person" for the purposes of NI 43-101. The following information with respect to the Property is derived from the Technical Report. The full text of the Technical Report is available online on the Company's SEDAR+ profile at www.sedarplus.ca.
The property is an exploration-stage property that consists of 12 mineral claims with an aggregate area of 7,587 hectares near Prince George in central British Columbia in the Cariboo Mining Division. The Property is prospective for gold exploration, and a drill program is recommended to test the distribution of gold in anomalies identified immediately above the bedrock in order to locate the bedrock source of gold mineralization and better define gold mineralized areas on the Property.
On April 29, 2024, the Company terminated the option agreement to acquire a 75% beneficial interest in the Green Gold property. Prior to termination, the Company had incurred sufficient expenditure and filed the assessment work to extend the claim expiry dates to June 2025, thus satisfying the requirement to have a minimum of 12 months' credit if the option was terminated. An impairment expense of $15,578 (2024 - $383,953) was recognized in relation to the Green Gold property during the year ended May 31, 2025.
Mica Peak Project
On March 18, 2024, the Company completed the staking of a new property. The Mica Peak property is 100% owned by the company and is unencumbered by any royalties at the present time. The property is located in British Columbia. During the year ended May 31, 2024, the Company determined not to proceed with the exploration of the property. An impairment expense of $45 was recognized in relation to the Mica Peak property during the year ended May 31, 2025 (2024 - $7,004).
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Table Mountain
On September 3, 2024, the Company completed the acquisition of 100% of the issued and outstanding shares of CBGB Ventures Corp. CBGB holds the option to acquire 100% interest in the Table Mountain Silica Project in British Columbia. To exercise the option, the Company, along with its subsidiary, must:
- pay the option or an aggregate of $100,000 CDN in two equal payments to be made on each of the dates that is 12 months and 18 months after closing of the amalgamation between CBGB and 1489649 B.C. Ltd, a wholly owned subsidiary of Troy. On September 5, 2024, the Company entered into an amending agreement reducing this payment to $Nil;
- incur $5,000,000 in expenditures on the Table Mountain Project over a 5-year period commencing from the date on which the Company has secured a drilling permit, with a minimum of $1,000,000 CAD spent in the first 3 years; and
- Issue 5,000,000 shares of the Company as follows:
- 250,000 shares upon achieving an average grade of at least 99.6% SiO2 from metallurgical test work, refinement, upgrading, processing, washing, and/or similar process, performed on a bulk sample from the Table Mountain Project;
- 250,000 shares upon receiving a quarry permit.
- 1,500,000 shares upon the earlier of attaining a 5 million tonne mineral resource and upon commencing commercial production
- 1,500,000 shares upon attaining a 20 million tonne mineral resource;
- 1,500,000 shares upon attaining a 50 million tonne mineral resource.
Mineral resource estimates will be as provided in a technical report prepared in accordance with National Instrument 43-101. Upon exercise of the option, the optionor will retain a 2.0% net smelter return royalty.
Tsagaan Zalaa Project
On September 3, 2024, the Company completed the acquisition of 100% of the issued and outstanding shares of CBGB and, by way of this transaction, obtained the option to acquire an 80% interest in Grand Samsara Development LLC (“Grand Samsara”), a private Mongolian company which holds a 100% interest in the Tsagaan Zalaa Project, for consideration as follows:
- Shares equivalent to 23.8% share ownership in Grand Samsara upon conversion of the Grand Samsara debt acquired as part of the CBGB acquisition
- Shares equivalent to 12% share ownership in Grand Samsara in exchange for 1,000,000 common shares of the Company
- Shares equivalent to 13.2% share ownership in Grand Samsara upon issuance of USD$500,000 in exploration funds to be used in the Tsagaan Zalaa Project
- Shares equivalent to 31% share ownership in Grand Samsara upon issuance of USD $1.5M in cash and USD $1.5M in common shares of the Company
During the year-ended May 31, 2025, the Company acquired, through the closing of the CBGB acquisition, the Grand Samsara debt, convertible into 23.8% share ownership in Grand Samsara, with a value of $488,544 at the CBGB acquisition date (Note 9). The Company also incurred USD $500,000 ($716,023) in exploration funds to be converted into a 13.2% share ownership in Grand Samsara. As of May 31, 2025, the Company has not received shares in Grand Samsara thus recognizing deferred acquisition costs for the above amounts paid.
| Balance May 31, 2024 and 2023 | $ - |
|---|---|
| Acquired on closing of CBGB Acquisition (Note 9) | $ 488,544 |
| Additions | $ 716,023 |
| Balance May 31, 2025 | $ 1,204,567 |
Critical Accounting Estimates and Policies
The material accounting policies and the critical accounting estimates are described in Note 3 and Note 4 of the audited financial statements for the years ended May 31, 2025, and 2024.
The consolidated financial statements have been prepared on a historical cost basis and are presented in Canadian dollars which is the functional currency of the Company. All amounts are rounded to the nearest dollar. The consolidated financial statements of the Company have been prepared on an accrual basis, except for cash flow information.
The preparation of the Company's consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the consolidated financial statements and reported amounts of income and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.
Future accounting standards have been issued but have not yet in effect.
A number of new standards are not yet effective for the year ended May 31, 2025, and have not yet been applied in preparing these consolidated financial statements. Many do not apply to, or do not have a significant impact on, the Company and have therefore been excluded. The following have not been adopted and are being evaluated to determine their impact on the Company's consolidated financial statements:
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements ("IFRS 18"), which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements on presentation within the statement of profit or loss, disclosure standards regarding management-defined performance measures, and principles for aggregation and disaggregation of financial information in the financial statements and the notes. IFRS 18 will be effective for annual reporting periods beginning on or after January 1, 2027. The Company is currently assessing the impact that IFRS 18 will have on its consolidated financial statements.
Share Capital
Authorized share capital of the Company consists of an unlimited number of common shares with no par value.
On October 12, 2022, the Company completed a forward split of its shares on the basis of 2.5 new shares for each one share outstanding (the "Forward Split"). Except where otherwise indicated, all historical share numbers and per share amounts have been adjusted on a retroactive basis to reflect the Forward Split.
As at May 31, 2025, the number of common shares issued and outstanding was 69,604,482.
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Share Issuances
For the year ended May 31, 2025
On July 18, 2024, the Company completed the first tranche of a private placement, issuing 1,500,000 FT Units at a price of $0.28 per FT Unit for gross proceeds of $420,000. Each FT Unit is comprised of one common share of the Company, which qualifies as a “flow-through” share as defined in subsection 66(15) of the Income Tax Act (Canada) and one-half of one share purchase warrant of the Company. Each whole warrant is exercisable for one non-flow-through common share of the Company at an exercise price of $0.45 per share for a period of two years from the date of issuance. A value of $Nil was allocated to the warrants and flow-through premium using the residual value method.
In connection with the offering, the Company paid cash finders’ fees of $29,400 and issued 105,000 finder’s warrants with a fair value of $15,559, estimated using the Black Scholes pricing model and the following assumptions: estimated volatility of 122%, risk-free interest rate of 3.70%, expected life of 2 years, exercise price of $0.45, a dividend yield of 0%, and a share price of $0.28. The finder’s warrants are exercisable into one common share of the Company at a price of $0.45 for a period of 24 months. In connection with the offering, the Company paid $1,154 in professional and legal fees.
On July 31, 2024, the Company completed the second tranche of a private placement, issuing 1,839,284 FT Units at a price of $0.28 per FT Unit for gross proceeds of $515,000. Each FT Unit is comprised of one common share of the Company, which qualifies as a “flow-through” share as defined in subsection 66(15) of the Income Tax Act (Canada), and one-half of one share purchase warrant of the Company. Each whole warrant is exercisable for one common share of the Company at an exercise price of $0.45 per share for a period of two years from the date of issuance. A value of $83,977 was allocated to the warrants based on the estimated fair value and $63,166 was recognized as flow-through premium liability using the residual value method.
On July 31, 2024, the Company completed a private placement issuing 1,511,000 non-flow-through units (“NFT”) at a price of $0.25 per NFT unit for gross proceeds of $377,750. Each NFT Unit is comprised of one common share of the Company and one-half of one share purchase warrant of the Company. Each whole warrant is exercisable for one common share of the Company at an exercise price of $0.40 per share for a period of two years from the date of issuance. A value of $75,550 was allocated to the warrants using the residual value method.
In connection with the July 31, 2024, offerings, the Company paid cash finders’ fees of $62,453 and incurred $9,666 in share issuance costs, relating to professional and legal fees. The Company issued 128,749 finder’s warrants with an exercise price of $0.45 per share and with a fair value of $11,757, and 105,770 finders warrants with an exercise price of $0.40 per share and a fair value of $10,175 which were estimated using the Black Scholes pricing model and the following assumptions: estimated volatility of 121%, risk-free interest rate of 3.46%, expected life of 2 years, exercise price of $0.45 and $0.40, respectively, a dividend yield of 0%, and a share price of $0.20. The finder’s warrants are exercisable into one common share of the Company at a price of $0.45 and $0.40, respectively, for a period of 24 months.
On September 3, 2024, the Company closed the acquisition of CBGB for consideration of 3,244,146 common shares of the Company, with a fair value of $519,063 based on the trading price on the date of the acquisition, and 9,732,450 special warrants. Each warrant will automatically convert into shares of the Company upon completion of specified milestones as follows:
(a) 3,244,151 Special Warrants issued to all CBGB Shareholders will convert into 3,244,151 Troy Shares on the date on which Grand Samsara has issued to the newly amalgamated company upon completion of the amalgamation between CBGB and 1489649 B.C. Ltd (“Amalco”) a 23.8% equity interest in Grand Samsara, free and clear of any claims, liens, or encumbrance, following conversion in full of the Samsara Debt, and the Troy Shares issued on such conversion will be issued pro rata to the CBGB Shareholders;
(b) 1,601,324 Special Warrants issued to the CBGB Shareholders who are not Restricted Shareholders will automatically convert into 1,601,328 Troy Shares on that date (issued subsequent to May 31, 2025), which is 30 days following the earlier of
(i) the date of Table Mountain Project attaining a Mineral Resource of 5,000,000 tonnes as supported by a technical report prepared for Troy pursuant to National Instrument 43-101, and
(ii) upon the Table Mountain Project commencing commercial production.
(c) A further 1,601,327 Special Warrants issued to the CBGB Shareholders who are not Restricted Shareholders will automatically convert into 1,601,327 Troy Shares on that date, which is 30 days following the date of the Table Mountain Project commencing Commercial Production.
(d) a further 1,601,327 Special Warrants issued to CBGB Shareholders who are not Restricted Shareholders, and 1,684,321 Special Warrants held by the Restricted Shareholders, will automatically convert into a total of 3,285,648 Troy Shares on that date, which is 30 days following the Tsagaan Zalaa Project commencing Commercial Production.
On December 24, 2024, the Company completed a private placement issuing 5,000,000 flow-through shares ("FT") at a price of $0.24 per FT share for gross proceeds of $1,200,000. Each FT share qualifies as a "flow-through" share as defined in subsection 66(15) of the Income Tax Act (Canada) and section 359.1 of the Taxation Act (Quebec).
In connection with the offering, the Company paid cash finders' fees of $12,000 and issued 300,000 finder's warrants with a fair value of $33,523, estimated using the Black Scholes pricing model and the following assumptions: estimated volatility of 135%, risk-free interest rate of 3.03%, expected life of 2 years, exercise price of $0.24, a dividend yield of 0%, and a share price of $0.18. The finder's warrants are exercisable into one common share of the Company at a price of $0.24 for a period of 24 months. The company also issued 250,000 non-flow-through shares as finder's fee with an estimated fair value of $45,000 determined using the trading price of the Company's common shares on the day of issue.
During the year ended May 31, 2025, 1,390,000 warrants with an exercise price of $0.13 per share were exercised for total proceeds of $180,700. The related reserves of $Nil were reclassified to common shares on exercise.
During the year ended May 31, 2025, 2,000,000 share options with an exercise price of $0.165 per share were exercised for total proceeds of $330,000. As of May 31, 2025, the Company has not issued these shares and has recorded an obligation to issue shares of $330,000. The related reserves of $260,259 were reclassified to common shares on exercise.
During the year ended May 31, 2025, the Company issued 275,000 shares for the RSU's vested during the period. The related reserves of $41,000 were reclassified to common shares on vesting.
During the year ended May 31, 2025, the Company issued 50,000 shares for the RSU's vested during prior year and recorded under obligation to issue shares as of May 31, 2024.
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For the year ended May 31, 2024
On October 3, 2023, Troy Minerals Inc. entered into an agreement for the purchase of Lac Jaques Mineral Claims. Per the agreement, Troy is to issue $50,000 worth of Consideration Shares, based on the day's average closing share price on the CSE for the seven trading days immediately prior to the date that is 60 days from the date of the agreement.
On August 25, 2023, the Company issued 500,000 common shares on the settlement of 500,000 restricted share units that vested immediately on their grant date. The related reserves of $175,000 were reclassified to common shares on settlement.
On October 3, 2023, the Company completed the first tranche of a private placement offering and issued 8,571,994 common shares at a price of $0.35 per share for gross proceeds of $3,000,200. In connection with the offering, the Company paid cash commissions of $46,660 and issued 133,315 finder's warrants with a fair value of $55,463, estimated using the Black Scholes pricing model. In connection with the offering, the Company paid $6,277 in professional and transaction fees.
On November 22, 2023, the Company completed the second tranche of a private placement offering and issued 1,465,943 common shares at a price of $0.35 per share for gross proceeds of $513,080. In connection with the offering, the Company paid cash commissions of $13,056 and issued 37,303 finder's warrants with a fair value of $23,298, estimated using the Black Scholes pricing. In connection with the offering, the Company paid $8,924 in professional and transaction fees.
On December 28, 2023, the Company completed a private placement issuing 800,000 FT Units at a price of $1.25 per FT Unit for gross proceeds of $1,000,000, of which $72,000 was recognized as flow-through premium liability (Note 7). Each FT Unit is comprised of one common share of the Company, which qualifies as a "flow-through" share as defined in subsection 66(15) of the Income Tax Act (Canada) and section 359.1 of the Taxation Act (Quebec) and one-half of one non transferable share purchase warrant of the Company. Each whole warrant is exercisable for one common share of the Company at an exercise price of $2.50 per share for a period of two years from the date of issuance. The value of $Nil was allocated to the warrants using the residual value method. In connection with the offering, the Company paid cash commissions of $45,000 and issued 36,000 finder's warrants with a fair value of $17,869, estimated using the Black Scholes pricing model. In connection with the offering, the Company paid $10,033 in professional and transaction fees.
During the year ended May 31, 2024, the Company issued 1,950,000 common shares for gross proceeds of $253,500 pursuant to the exercise of warrants. The related reserve of $Nil was reclassified to common shares on settlement.
During the year ended May 31, 2024, the Company issued 10,000 common shares for gross proceeds of $3,500 pursuant to the exercise of options. The related reserve of $2,630 was reclassified to common shares on settlement.
Stock Options
For the year ended May 31, 2025
During the year ended May 31, 2025, the Company issued 7,150,000 stock options and recognized stock-based compensation of $855,495 related to the vesting of stock options.
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14
For the year ended May 31, 2024
During the year ended May 31, 2024, the Company issued stock options of 850,000 and recognized stock-based compensation of $295,324 related to the fair value of stock options which vested in the period.
Restricted Share Units
For the year ended May 31, 2025
The Company issued 250,000 RSUs to certain consultants of the Company, with a value of $27,500 and immediate vesting.
During the year ended May 31, 2025, the Company recognized stock-based compensation of $38,619, related to the vesting of RSUs. As of May 31, 2025, 25,000 shares for the vesting of the RSUs, with a fair value of $9,750, are recorded as an obligation to issue shares.
For the year ended May 31, 2024
On August 3, 2023, the Company granted an aggregate of 500,000 RSUs to certain consultants of the Company. Each RSU vests immediately on the grant. All of the RSUs (and any common shares issuable upon settlement thereof) are subject to a 4-month hold period under applicable stock exchange rules and Canadian securities laws.
On February 27, 2024, the Company granted an aggregate of 100,000 RSUs to certain consultants of the Company. The vesting terms of the RSUs are as follows: 25,000 vest immediately on grant, 25,000 vest on May 27, 2024, 25,000 vest on August 27, 2024 and 25,000 vest on November 27, 2024. All of the RSUs (and any common shares issuable upon settlement thereof) are subject to a 4-month hold period under applicable stock exchange rules and Canadian securities laws.
During the year ended May 31, 2024, the Company recognized $202,880 as share-based compensation expense related to the vesting of RSUs.
Selected Annual Information
The following table sets forth selected annual financial information for the Company and should be read in conjunction with the Company’s financial statements and related notes thereto for such year.
The year-end financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and are expressed in Canadian dollars.
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| For the years ended May 31 | |||
|---|---|---|---|
| 2025 ($) | 2024 ($) | 2023 ($) | |
| Revenue | Nil | Nil | Nil |
| Total expenses | 2,052,581 | 2,328,851 | 306,562 |
| Net loss and comprehensive loss for the year | 1,656,096 | 2,660,959 | 304,678 |
| Loss per share (basic and diluted) | (0.03) | (0.05) | (0.01) |
| Current assets | 994,328 | 2,533,431 | 75,154 |
| Total assets | 6,016,848 | 3,602,794 | 635,470 |
| Current liabilities | 191,159 | 136,755 | 85,447 |
| Total non-current financial liabilities | 112,399 | 55,441 | - |
| Distributions or cash dividends declared | - | - | - |
| Shareholders’ Equity | 5,713,290 | 3,410,598 | 550,023 |
Total assets as at May 31, 2025 were $6,016,848 compared to $3,602,794 as at May 31, 2024. The increase is primarily due to an increase in investments, deferred acquisition costs, and amounts capitalized to exploration and evaluation assets.
Net loss and comprehensive loss incurred during the year ended May 31, 2025, was $1,656,096 and primarily consisted of general and administrative expenses, professional fees, and share-based compensation. Net loss and comprehensive loss incurred during the year ended May 31, 2024, was $2,660,959 and primarily consisted of investor relation fees, professional fees and share-based compensation.
Summary of Quarterly Results
The following tables provide selected quarterly financial data:
| 31-May-25 ($) | 28-Feb-25 ($) | 30-Nov-24 ($) | 31-Aug-24 ($) | |
|---|---|---|---|---|
| Revenues | - | - | - | - |
| Net gain (loss) for the period | (601,490) | (739,100) | 8,006 | (323,512) |
| Loss per share – basic and diluted | (0.01) | 0.00 | 0.00 | (0.01) |
| 31-May-24 ($) | 29-Feb-2024 ($) | 31-Nov-23 ($) | 31-Aug-23 ($) | |
| --- | --- | --- | --- | --- |
| Revenues | - | - | - | - |
| Net loss for the period | (1,016,813) | (883,180) | (355,279) | (405,687) |
| Loss per share – basic and diluted | (0.02) | (0.02) | (0.01) | (0.01) |
Historical quarterly results of operations and loss per share data do not necessarily reflect any recurring expenditure patterns or predictable trends. The Company’s expenditures are driven by the availability of financing to fund continued operations and exploration programs.
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Net loss for the three months ended November 30, 2023, decreased by $50,408 when compared to net loss for the three months ended August 31, 2023. The decrease is mainly attributable to the absence of share-based compensation expense in the three months ended November 30, 2023, offset by an increase of $288,418 in general and administrative fees relating to website management and general marketing expenses during the period.
Net loss for the three months ended February 29, 2024, increased by $527,901 when compared to net loss for the three months ended November 30, 2023. The increase is mainly attributable to an increase in investor relations fees relating to market-making services, an increase in professional fees relating to website maintenance and news dissemination services, and an increase in stock-based compensation resulting from the vesting of certain options and RSUs.
Net loss for the three months ended May 31, 2024, increased by $133,633 when compared to net loss for the three months ended February 29, 2024. The increase is mainly attributable to an impairment of exploration and evaluation assets expense of $390,957 recognized during the three months ended May 31, 2024. There was no such impairment expense recognized during the three months ended February 29, 2024. This increase in net loss is partially offset by a decrease of $125,761 and $101,219 in general and administrative expenses and investor relations expenses, respectively, in the three months ended May 31, 2024, when compared to the previous quarter.
Net loss for the three months ended August 31, 2024, decreased by $740,498 when compared to the net loss for the three months ended May 31, 2024. The decrease is mainly attributed to the impairment of exploration and evaluation expense of $390,957 that was recognized at May 31, 2024, year-end, compared to $11,599 recognized during the three months ended August 31, 2024. Additionally, there was a net decrease of $307,893 in operating expenses during the three months ended August 31, 2024, compared to the three months ended May 31, 2024.
Net gain for the three months ended November 30, 2024, is mainly attributed to the gain on acquisition of CBGB Ventures Corp. of $467,651 and the flow-through premium recovery of $23,804 that were recognized during the three months ended November 30, 2024 compared to $Nil recognized during the three months ended August 31, 2024. The gain is partially offset by an increase in general and administrative expenses and foreign exchange loss in the three months ended November 30, 2024, when compared to the previous quarter. See consolidated interim financial statements for the three and nine months ended November 30, 2024, for more information regarding the gain on the acquisition of CBGB.
Net loss for the three months ended February 28, 2025, increased by $739,100 compared to the three months ended November 30, 2024. This is mainly attributed to the one-time gain on acquisition of CBGB Ventures Corp. of $467,651 recognized during the three months ended November 30, 2024.
Net loss for the three months ended May 31, 2025, decrease by $137,610 compared to the three months ended February 28, 2025. This is mainly attributed to the recognition of gain on recovery of mineral properties of $229,648 during the three months ended May 31, 2025. There is no such gain recognized during the three months ended February 28, 2025.
Results of Operations
For the three months ended May 31, 2025
The following table summarizes the Company’s financial results for the three months ended February 28, 2025, and February 29, 2024.
| Three months ended | May 31, 2025 | May 31, 2024 | Change | Change |
|---|---|---|---|---|
| $ | $ | $ | % | |
| Management fees | 40,000 | 15,000 | 25,000 | 167% |
| Investor relations | (15,000) | 542,839 | (557,839) | (103%) |
| Interest and bank charges | 726 | 540 | 185 | 34% |
| General and administrative | (64,758) | (80,109) | 15,351 | (19%) |
| Professional fees | 119,110 | 86,219 | 32,891 | 38% |
| Share-based compensation | 175,198 | 63,440 | 111,758 | 176% |
| Transfer agent and regulatory fees | 29,756 | 12,561 | 17,195 | 137% |
| Total operating expenses | 285,031 | 640,490 | (355,459) | (55%) |
| Interest income | 1,263 | 21,937 | (20,674) | (94%) |
| Flow-through premium recovery | 19,915 | (2,455) | 22,370 | (911%) |
| Gain (loss) on equity held investment. | 13,090 | - | 13,090 | 100% |
| Foreign exchange gain (loss) | 38,937 | (4,848) | 43,785 | (903%) |
| Fair value loss on marketable securities | (150,000) | - | (150,000) | 100% |
| Gain on recovery of mineral properties | 229,648 | - | 229,648 | 100% |
| Loss on acquisition of CBGB | (467,651) | - | (467,651) | 100% |
| Impairment of exploration and evaluation assets | (1,661) | (390,957) | 389,296 | 100% |
| Net loss and comprehensive gain (loss) | (601,490) | (1,016,813) | 415,323 | 41% |
The net loss and comprehensive loss for the three months ended May 31, 2025, were $601,490 compared to $1,016,813 for the three months ended May 31, 2024. The decrease in net loss is attributable to the factors discussed below.
Management fees for the three months ended May 31, 2025, were $40,000 compared to $15,000 in the three months ended May 31, 2024. The increase is due to the increase in management fees effective January 2025.
Investor relations fees for the three months ended May 31, 2025, were ($15,000) compared to $542,839 in the three months ended May 31, 2024. The decrease is due to the investor relations consulting agreements, which were in effect during the year ended May 31, 2024, but were not subsequently renewed.
Interest and bank charges for the three months ended May 31, 2025, were $725 compared to $540 in the three months ended May 31, 2024. The increase was result of increased wire charges as a result of an increase in transactions.
General and administrative fees for the three months ended May 31, 2025, were ($64,758) compared to (80,109) for the three months ended May 31, 2024. The decrease is a result of an increase in general and administrative activities.
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Professional fees for the three months ended May 31, 2025, were $119,110 compared to $86,219 for the three months ended May 31, 2024. The increase is a result of an increase in professional fees relating to strategy and business operations consulting services.
Share-based compensation for the three months ended May 31, 2025, was $175,198 compared to $63,440 for the three months ended May 31, 2024. The increase relates to the timing of option issuances and their vesting provisions.
Transfer agent and regulatory fees for the three months ended May 31, 2025, were $29,756 compared to $12,561 for the three months ended May 31, 2024. The increase relates to an increase in transfer agent and press release expenses.
Interest income during the three months ended May 31, 2025, was $1,263, compared to $21,937 for the three months ended May 31, 2024. The decrease is due to a reduction in the average daily balance in the high-interest savings account compared to the same period last year.
Flow-through premium recovery during the three months ended May 31, 2025, was $19,915, compared to ($2,455) for the three months ended May 31, 2024. The increase is due to additional flow-through financings which closed subsequent to May 31, 2024. For more information refer to note 9 of the consolidated financial statements for the three months and year ended May 31, 2025 and May 31, 2024.
The Company recorded $38,937 in foreign exchange gains during the three months ended May 31, 2025, compared to ($4,848) in the three months ended May 31, 2024, as a result of increased engagements with foreign vendors. Fluctuations in the exchange rates between the Canadian and US Dollar contributed to the loss incurred.
Impairment of exploration and evaluation assets during the three months ended May 31, 2025, was ($1,661) compared to ($390,957) for the three months ended May 31, 2024. The decrease is due to the Company's decision in Q4 2024 to terminate activity in connection with Green Gold and Mika Peak, which resulted in higher impairment charges during the three months ended May 31, 2024.
Fair value loss on marketable securities during the three months ended May 31, 2025, was $150,000 compared to $Nil during the three months ended May 31, 2024. The loss relates to the investment in Molten Metals Corp. arising from the option agreement on the Tick Tock property. There was no such investment during the three months ended May 31, 2024.
Gain on recovery of mineral properties during the three months ended May 31, 2025, was $229,648 compared to $Nil during the three months ended May 31, 2024. The gain arose from the option agreement on the Tick Tock property, under which Molten Metals Corp. may acquire ownership of the property. No such transaction occurred in the prior year period.
For the year ended May 31, 2025
The following table summarizes the Company’s financial results for the year ended May 31, 2025 and May 31, 2024
| Year ended | May 31, 2025 $ | May 31, 2024 $ | Change $ | Change % |
|---|---|---|---|---|
| Management fees | 85,000 | 60,000 | 25,000 | 42% |
| Investor relations | 40,132 | 1,348,518 | (1,308,386) | (97%) |
| Interest and bank charges | 4,194 | 2,561 | 1,633 | 64% |
| General and administrative | 408,517 | 103,382 | 305,135 | 295% |
| Professional fees | 534,146 | 246,269 | 287,877 | 117% |
| Share-based compensation | 894,114 | 498,204 | 395,910 | 79% |
| Transfer agent and regulatory fees | 86,478 | 69,917 | 16,561 | 24% |
| Total operating expenses | (2,052,581) | (2,328,851) | 276,270 | (12%) |
| Interest income | 39,515 | 58,937 | (19,422) | (33%) |
| Flow-through premium recovery | 306,208 | 16,559 | 289,649 | 1749% |
| Fair value loss on marketable securities | (150,000) | - | (150,000) | 100% |
| Gain on recovery of mineral properties | 229,648 | - | 229,648 | 100% |
| Impairment of exploration and evaluation assets | (15,623) | (390,957) | 375,334 | (96%) |
| Foreign exchange gain (loss) | (13,263) | (16,647) | 3,383 | (20%) |
| Net loss and comprehensive loss | (1,656,096) | (2,660,959) | 1004,863 | (38%) |
The net loss and comprehensive loss for the year ended May 31, 2025, was $1,656,096 compared to $2,660,959 for the year ended May 31, 2024. The decrease in net loss is attributable to the factors discussed below.
Management fees for the year ended May 31, 2025, were $85,000 compared to $60,000 during the ended May 31, 2024. The increase is due to the increase in management fees effective January 2025.
Investor relations fees for the year ended May 31, 2025, were $40,132 compared to $1,348,518 in the year ended May 31, 2024. The decrease is due to the investor relations consulting agreements, which were in effect during the year ended May 31, 2024, but were not subsequently renewed.
Interest and bank charges for the year ended May 31, 2025, were $4,194 compared to $2,561 in the year ended May 31, 2024. The increase was result of increased wire charges as a result of an increase in transactions.
General and administrative fees for the year ended May 31, 2025, were $408,517 compared to $103,382 for the year ended May 31, 2024. The increase is due to increased business activity and consulting fees.
Professional fees for the year ended May 31, 2025, were $534,146 compared to $246,269 for the year ended May 31, 2024. The increase is a result of an increase in professional fees relating to strategy and business operations consulting services.
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Share-based compensation for the year ended May 31, 2025, was $894,114 compared to $498,204 for the year ended May 31, 2024. The increase is due to the timing of stock option issuances and their vesting provisions.
Transfer agent and regulatory fees for the year ended May 31, 2025, were $86,478 compared to $69,917 for the year ended May 31, 2024. The increase relates to an increase in transfer agent and press release expenses.
Interest income during the year ended May 31, 2025, was $39,515, compared to $58,937 for the year ended May 31, 2024. The decrease is due to a reduction in the average daily balance in the high-interest savings account compared to the same period last year.
Flow-through premium recovery during the year ended May 31, 2025, was $306,208, compared to $16,559 for the year ended May 31, 2024. The increase is due to additional flow-through financings which closed subsequent to May 31, 2024. For more information refer to note 9 of the consolidated financial statements for the year ended May 31, 2025 and May 31, 2024.
The Company incurred $13,263 in foreign exchange losses during the year ended May 31, 2025, compared to $16,647 in the year ended May 31, 2024, as a result of increased engagements with foreign vendors. Fluctuations in the exchange rates between the Canadian and US Dollar contributed to the loss incurred.
Impairment of exploration and evaluation assets during the year ended May 31, 2025, was $15,623, compared to $390,957 for the year ended May 31, 2024. The decrease is due to the Company's decision in Q4 2024 to terminate activity in connection with Green Gold and Mika Peak, which resulted in higher impairment charges during the year ended May 31, 2024.
Fair value loss on marketable securities during the year ended May 31, 2025, was $150,000 compared to $Nil during the year ended May 31, 2024. The loss relates to the investment in Molten Metals Corp. arising from the option agreement on the Tick Tock property. There was no such investment during the year ended May 31, 2024.
Gain on recovery of mineral properties during the year ended May 31, 2025, was $229,648 compared to $Nil during the year ended May 31, 2024. The gain arose from the option agreement on the Tick Tock property, under which Molten Metals Corp. may acquire ownership of the property. No such transaction occurred in the prior year.
Liquidity and Capital Resources
The Company manages its capital structure and makes adjustments to it to effectively support the acquisition of mineral exploration properties.
The Company is dependent on external financing to fund its activities. In order to carry out the planned development and acquisitions and pay for general administrative costs, the Company will be using its existing working capital and will raise additional amounts as needed. The Company will continue to acquire and explore mineral exploration properties if it feels there is sufficient economic potential and if it has adequate financial resources to do so.
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Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company’s approach to capital management during the year ended May 31, 2025. The Company is not subject to externally imposed capital requirements and does not have exposure to asset-backed commercial paper or similar products.
Cash Flows
Historically and prospectively, our primary sources of liquidity and capital resources have been and will continue to be proceeds from the issuance of common shares. Based on our current level of operations and our expected operations over the next 12 months, we believe that cash generated from cash on hand and anticipated future capital raises will be adequate to meet our anticipated liquidity requirements, capital expenditures and working capital needs for the next 12 months. Our future operating performance will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. See “Financial Instruments and Risk Management” of this MD&A for a discussion of the risks related to our liquidity and capital structure.
As at May 31, 2025, the Company had cash of $427,777 that primarily consisted of cash raised from the issuance of common shares and flow-through units, as well as cash raised from the exercise of warrants and options.
Net cash used in operating activities for the year ended May 31, 2025, was $1,142,224. The Company generated a net loss and negative cash flows from operating activities due to being an early-stage company without active operations during the year.
Net cash used in investing activities was $3,697,168 and related to exploration costs incurred on the exploration and evaluation properties.
Net cash provided by financing activities was $2,908,777, primarily relating to proceeds received from private placement financing completed during the period.
Other Factors Affecting Liquidity
The Company may also raise additional equity or enter into arrangements to secure necessary financing to fund the exploration of mineral projects, to meet obligations, or for the general corporate purposes of the Company. Such arrangements may take the form of loans, strategic agreements, joint ventures or other agreements. The sale of additional equity could result in additional dilution to the Company’s existing stockholders, and financing arrangements may not be available to us, or may not be available in sufficient amounts or on acceptable terms.
From time to time, we may pursue various strategic business opportunities. These opportunities may include proposed development and/or management of, investment in or ownership of additional businesses through direct investments, acquisitions, joint venture arrangements and other transactions. We are not currently exploring such opportunities. We can provide no assurance that we will successfully identify such opportunities or that, if we identify and pursue any of these opportunities, any of them will be consummated.
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Financial Instruments and Risk Management
Categories of financial instruments
| May 31, 2025 | May 31, 2024 | |
|---|---|---|
| FINANCIAL ASSETS | $ | $ |
| Amortized cost: | ||
| Cash | 427,777 | 2,358,392 |
| Reclamation bond | 2,747 | 101,686 |
| Investment | 300,000 | - |
| Total financial assets | 730,524 | 2,460,078 |
FINANCIAL LIABILITIES
Other liabilities, at amortized cost
| Accounts payable and accrued liabilities | 191,159 | 136,755 |
|---|---|---|
| Total financial liabilities | 191,159 | 192,196 |
The Company's financial assets consist of cash, investments, and reclamation bond. The Company's financial liabilities consist of accounts payable and accrued liabilities. The Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying value, unless otherwise noted due to their short-term nature except for investments which are recorded at their fair market value based on a quoted price n active markets.
Financial instrument classification
IFRS 13 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:
- Level 1 – valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
- Level 2 – valuation techniques based on 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. directly from prices); and
- Level 3 – valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Cash is measured at fair value using Level 1. The reclamation bond is measured at fair value using Level 2. The fair value of accounts payable and accrued liabilities approximates their carrying amounts due to their short-term maturity.
The Company is exposed to varying degrees to a variety of financial instrument related risks:
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Credit risk
The Company’s credit risk is primarily attributable to cash. The Company has no significant concentration of credit risk arising from operations. Management believes that the credit risk concentration with respect to financial instruments included in amounts receivable is remote.
Liquidity risk
The Company’s approach to managing liquidity risk is to ensure that it has sufficient working capital to meet liabilities when due. As at May 31, 2025, the Company has cash of $427,777 to settle current liabilities of $191,159. All of the Company’s financial liabilities have contractual maturities of 30 days and are subject to normal trade terms.
Interest rate risk
Interest rate risk is the risk that future cash flows will fluctuate because of changes in market interest rates. The Company does not have any variable rate debt. The interest earned on cash is insignificant and the Company does not rely on interest to fund its operations. As a result, the Company is not exposed to significant interest rate risk.
Price risk
The Company is exposed to price risk with respect to commodity prices. The Company’s ability to raise capital to fund exploration and development activities is subject to risks associated with fluctuations in the market price of commodities.
Currency risk
Currency risk is the risk that changes in foreign exchange rates may have an effect on future cash flows associated with financial instruments. As at May 31, 2025, the Company does not hold any financial instruments denominated in foreign currencies, as such the Company is not exposed to currency risk.
Related Party Transactions
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of following individuals:
- Rana Vig, Chief Executive Officer and Company Secretary
- Alex McAulay, Chief Financial Officer, appointed July 15, 2022 (Resigned on June 15, 2023)
- Regina Lara Yunes, Chief Financial Officer, appointed June 15, 2023
- Gurdeep Bains, Director, appointed July 15, 2022
- Bill Cronk, Director, appointed July 15, 2022 (Resigned on July 5, 2023)
- Norman Brewster, Director, appointed July 5, 2023
- Ioannis (Yannis) Tsitos, President, appointed July 11, 2024
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Related Party Balances
As at May 31, 2025, accounts payable and accrued liabilities included $1,419 (May 31, 2024 - $38,868) payable to Chief Executive Officer and Director for expenses incurred on behalf of the Company.
As at May 31, 2025, accounts payable and accrued liabilities included $50,000 (May 31, 2024 - $Nil) payable to a company controlled by the Chief Executive Officer in relation to management fees.
As at May 31, 2025, accounts payable and accrued liabilities included $Nil (May 31, 2024 - $2,281) payable to a Company controlled by the former CFO, and $Nil (May 31, 2024 - $12,195) payable to a former Director
Related Party Transactions
During the year ended May 31, 2025, the Company incurred key management compensation of $85,000, (2024 - $60,000) to a company controlled by the CEO, included in management fees.
During the year ended May 31, 2025, the Company incurred key management compensation of $35,000, (2024 - $Nil) to the President of the Company, included in professional fees.
During the year ended May 31, 2025, the Company incurred key management compensation of $5,000, (2024 - $Nil) to the Director of the Company, included in professional fees.
During the year ended May 31, 2025, the Company incurred professional fees of $Nil (2024 - $2,281) to a company controlled by the former Chief Financial Officer.
During the year ended May 31, 2025, professional fees of $Nil (2024 - $12,195) were paid to a former Director of the Company.
During the year ended May 31, 2025, the Company recognized $149,817 (2023 - $118,352) in share-based compensation to key management personnel on the vesting of stock options.
All related party transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. All amounts due to related parties are non-interest-bearing, unsecured and have no fixed terms of repayment.
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Additional Disclosure for Venture Issuers Without Significant Revenue
The following is the breakdown of the Company’s operating expenses for the year ended May 31, 2025 and May 31, 2024:
| For the year ended | May 31, 2025 $ | May 31, 2024 $ |
|---|---|---|
| Operating expenses | ||
| Management fees | 85,000 | 60,000 |
| Investor relations | 40,132 | 1,348,518 |
| Interest and bank charges | 4,194 | 2,561 |
| General and administrative | 408,517 | 103,382 |
| Professional fees | 534,146 | 246,269 |
| Share-based compensation | 894,114 | 498,204 |
| Transfer agent and regulatory fees | 86,478 | 69,917 |
| Total operating expenses | (2,052,581) | (2,328,851) |
| Interest income | 39,515 | 58,937 |
| Flow-through premium recovery | 306,208 | 16,559 |
| Fair value loss on marketable securities | (150,000) | - |
| Gain on recovery of mineral properties | 229,648 | - |
| Impairment of exploration and evaluation assets | (15,623) | (390,957) |
| Foreign exchange gain (loss) | (13,263) | (16,647) |
| Net loss and comprehensive loss | (1,656,096) | (2,660,959) |
During the year ended May 31, 2025, the Company incurred $15,578 in exploration and evaluation expenditures on the Green Gold project, $658,223 exploration and evaluation expenditures on the Lake Owen project, $2,644 exploration and evaluation expenditures on the Tick Tock project, $1,808,796 in exploration and evaluation expenditures on the Lac Jaques project, and $566,691 in exploration and evaluation expenditures on the Table Mountain project.
The Company does not anticipate paying dividends at this time.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements as at the date of this MD&A and as at May 31, 2025.
Proposed Transactions
The Company does not have any proposed transactions as at the date of this MD&A and as at May 31, 2025.
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Disclosure of Outstanding Share Data
As of the date of this MD&A, there are:
- 86,205,806 outstanding common shares
- 170,618 outstanding warrants at an exercise price of $0.35
- 436,000 outstanding warrants at an exercise price of $2.50
- 1,903,391 outstanding warrants at an exercise price of $0.45
- 861,270 outstanding warrants at an exercise price of $0.40
- 300,000 outstanding warrants at an exercise price of $0.24
- 8,131,126 outstanding special warrants
- 7,500,000 outstanding warrants at an exercise price of $0.15
- 590,000 outstanding stock options at an exercise price of $0.35
- 50,000 outstanding stock options at an exercise price of $1.25
- 100,000 outstanding stock options at an exercise price of $1.20
- 100,000 outstanding stock options at an exercise price of $0.39
- 3,000,000 outstanding stock options at an exercise price of $0.165
- 2,150,000 outstanding stock options at an exercise price of $0.15
- 1,500,000 outstanding stock options at an exercise price of $0.12
Subsequent Event
On August 14, 2025, the Company issued 15,000,000 units at price of $0.10 per unit under its LIFE Offering, for gross proceeds of $1,500,000. Each unit consists of one common share and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire an additional common share at a price of $0.15 per common share for a period of two years from the date of issuance. In connection with the offering, the Company incurred cash finder’s fees of $43,062.
On September 3, 2025, the Company issued 1,500,000 stock options to consultants vesting immediately. Each option is exercisable into one common share at a price of $0.12 per share until September 3, 2030.
On September 4, 2025, the Company issued 1,604,324 common shares upon conversion of 1,601,324 special warrants issued as consideration during the CBGB acquisition.