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Nuclear Vision Limited — M&A Activity 2025
May 28, 2025
48373_rns_2025-05-28_6787d2a0-db0f-46a6-bb67-5e3bc864a34e.pdf
M&A Activity
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NUCLEAR VISION LIMITED
BUSINESS ACQUISITION REPORT
FORM 51-102F4
Item 1
Identity of Company
1.1
Name and Address of Company
Nuclear Vision Limited (the "Company")
15th Floor, 1111 West Hastings Street
Vancouver, BC V6E 2J3
1.2
Executive Officer
An executive officer who is knowledgeable about this significant acquisition and this Report is as follows:
Allan Bezanson
Chief Executive Officer
Email: President and CEO
Phone: (416) 427-4505
Item 2
Details of Acquisition
2.1
Nature of Business Acquired
On January 13, 2025, the Company completed the acquisition (the "Acquisition") of all the outstanding shares of Premium Uranium Corporation ("PURC") pursuant to a share purchase agreement dated March 6, 2024, as amended (the "SPA"), between the Company, PURC, each of the shareholders of PURC (the "Vendors") and UA92 (Pty) Ltd. ("UA92").
As a result of the Acquisition, PURC and UA92 became wholly-owned subsidiaries of the Company and the Company indirectly acquired UA92's 100% owned mineral property located in the Republic of Botswana (the "UA92 Project").
The UA92 Project is a uranium project consisting of seven prospecting licenses totalling approximately 4,828 km2 located in central Botswana. The UA92 Project is accessible through the towns of Orapa and Francistown and can be operated year-round without seasonal influence. Geologically, the targeted uranium mineralization at the UA92 Project is hosted within shallow, flat to shallow dipping sedimentary rocks of the Karoo Super Group. These Permian to Jurassic aged sediments were deposited in a shallow, broad, westerly dipping basin, generated during rifting of the African continent. Mineralization typically occurs as stratabound and disseminated pitchblende and coffinite in permeable sandstone as a result of oxidized fluids intersecting reduced basin
lithologies. Deposit styles can be subdivided into roll front, tabular, basal channel and tectonic-lithological type. Uranium can be recovered using conventional hydrometallurgical techniques through either acid or alkaline leaching.
Technical information contained in this Report has been reviewed by Rory Kutluoglu P. Geo., a "Qualified Person" as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects.
2.2 Acquisition Date
The Transaction was completed on January 13, 2025.
2.3 Consideration
In consideration of the acquisition of PURC, the Company issued an aggregate of 13,300,000 common shares (the "Consideration Shares") to the Vendors at a deemed price of $0.40 per share.
2.4 Effect on Financial Position
Upon completion of the Acquisition, PURC became a wholly-owned subsidiary of the Company. The business and operations of PURC have been combined with those of the Company and are managed concurrently. The Company does not have any current plans or proposals for material changes in its business affairs or the affairs of PURC. The Company continues to be in the business of the acquisition, exploration and evaluation of mineral properties.
2.5 Prior Valuations
To the knowledge of the Company, there has not been any valuation opinion obtained within the 12 months immediately preceding the closing of the Acquisition by the Company or PURC required by securities legislation or a Canadian exchange or market to support the consideration paid by the Company or any of its subsidiaries in connection with the Acquisition.
2.6 Parties to Transaction
The Transaction was not with an informed person, associate or affiliate of the Company, as those terms are defined under applicable securities legislation.
2.7 Date of Report
May 28, 2025
| Item 3 | Financial Statements and Other Information |
|---|---|
| As required by Part 8 of NI 51-102, the consolidated audited financial statements of PURC for the years ended December 31, 2024 and 2023 have been included in this Business Acquisition Report and are attached hereto as“Schedule A”. | |
| The Company has obtained the consent of the auditors to include the audit report on the consolidated audited financial statements of PURC for the years ended December 31, 2024 and 2023 in this Report. |
Schedule A
Consolidated Audited Financial Statements of PURC for the Years Ended December 31, 2024 and 2023
See attached.
Premium Uranium Corporation
Consolidated Financial Statements
(in Canadian Dollars)
December 31, 2024 and 2023
Premium Uranium Corporation
Table of Contents
December 31, 2024 and 2023
Contents
Page
Independent Auditor's Report
1 - 4
Consolidated Financial Statements
Consolidated Statements of Financial Position 5
Consolidated Statements of Operations and Comprehensive Loss 6
Consolidated Statements of Changes in Shareholders' Deficiency 7
Consolidated Statements of Cash Flows 8
Notes to Consolidated Financial Statements 9 -22
McGovern Hurley
Audit. Tax. Advisory.
Independent Auditor's Report
To the Shareholders of Premium Uranium Corporation
Opinion
We have audited the consolidated financial statements of Premium Uranium Corporation and its subsidiary (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2024 and 2023, and the consolidated statements of operations and comprehensive loss, consolidated statements of changes in shareholders' deficiency and consolidated statements of cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards ("IFRS").
Basis for opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company incurred a net loss during the year ended December 31, 2024 and, as of that date, the Company's current liabilities exceeded its current assets. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that material uncertainties exist that cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
251 Consumers Road, Suite 800
Toronto, Ontario
M2J 4R3
mcgovernhurley.com
t. 416-496-1234
McGovern Hurley
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Except for the matter described in the Material uncertainty related to going concern section, we have determined that there were no additional key audit matters to communicate in our report.
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Auditor's responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risks of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
Page 2
McGovern Hurley
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Page 3
Page 4
McGovern
Hurley
The engagement partner of the audit resulting in this independent auditor's report is Nimesh Ratnarajah.
McGovern Hurley LLP
McGovern Hurley LLP
Chartered Professional Accountants
Licensed Public Accountants
Toronto, Ontario
April 29, 2025
Premium Uranium Corporation
Consolidated Statements of Financial Position
As at December 31, 2024 and 2023
(Expressed in Canadian Dollars)
| As at December 31, 2024 | As at December 31, 2023 | |
|---|---|---|
| Assets | ||
| Current assets | ||
| Cash | $ 691 | $ 11,222 |
| Other amounts receivable | 40,000 | 56,000 |
| Total assets | 40,691 | 67,222 |
| Liabilities | ||
| Current liabilities | ||
| Accounts payable and accrued liabilities (note 7) | 71,688 | 158,051 |
| Total liabilities | 71,688 | 158,051 |
| Shareholders' deficiency | ||
| Share capital (note 5) | 807,504 | 548,004 |
| Accumulated deficit | (838,501) | (638,833) |
| Total shareholders' deficiency | (30,997) | (90,829) |
| Total liabilities and shareholders' deficiency | $ 40,691 | $ 67,222 |
Basis of Preparation and Going Concern (Note 1)
Commitments and Contingencies (Note 11)
Events After the Reporting Period (Note 12)
Approved by the Board of Directors of the Company ("Board")
"Arnoldus Brand"
Director
The accompanying notes are an integral part of these consolidated financial statements.
5
Premium Uranium Corporation
Consolidated Statements of Operations and Comprehensive Loss
For the year ended December 31, 2024 and 2023
(Expressed in Canadian Dollars)
| Year ended December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Operating expenses | ||
| Exploration and evaluation expenditures (Note 4) | $ 19,397 | $ 167,350 |
| General and administrative | 172 | 92,504 |
| Professional fees | 42,700 | 30,700 |
| Consulting fees (Note 7) | 136,000 | 186,000 |
| Total operating expenses | 198,269 | 476,554 |
| Loss before other | (198,269) | (476,554) |
| Other expenses | ||
| Foreign exchange loss | (1,399) | (5,722) |
| Net loss and comprehensive loss for the year | $ (199,668) | $ (482,276) |
| Loss per share basic and diluted | $ (0.01) | $ (1.75) |
| Weighted average number of shares for the purposes of basic and diluted loss per share | 19,082,977 | 276,264 |
The accompanying notes are an integral part of these consolidated financial statements.
Premium Uranium Corporation
Consolidated Statements of Changes in Shareholders' Deficiency
For the year ended December 31, 2024 and 2023
(Expressed in Canadian Dollars)
| Number of Shares | Capital | Deficit | Total shareholders' deficiency | |
|---|---|---|---|---|
| Balance, December 31, 2022 | 100 | $ 4 | $ (156,557) | $ (156,553) |
| Issuance of shares (Note 5) | 11,950,000 | 478,000 | - | 478,000 |
| Shares for debt settlement (Note 5) | 1,750,000 | 70,000 | - | 70,000 |
| Net loss for the year | - | - | (482,276) | (482,276) |
| Balance, December 31, 2023 | 13,700,100 | $ 548,004 | $ (638,833) | $ (90,829) |
| Issuance of shares (Note 5) | 6,287,500 | 251,500 | - | 251,500 |
| Shares for debt settlement (Note 5) | 200,000 | 8,000 | - | 8,000 |
| Net loss for the year | - | - | (199,668) | (199,668) |
| Balance, December 31, 2024 | 20,187,600 | $ 807,504 | $ (838,501) | $ (30,997) |
The accompanying notes are an integral part of these consolidated financial statements.
Premium Uranium Corporation
Consolidated Statements of Cash Flows
For the year ended December 31, 2024 and 2023
(Expressed in Canadian Dollars)
| Year ended December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Cash flow from operating activities | ||
| Net loss | $ (199,668) | $ (482,276) |
| Changes in non-cash working capital: | ||
| Other amounts receivable | 16,000 | (56,000) |
| Accounts payable and accrued liabilities | (78,363) | 221,494 |
| Cash flow used in operating activities | (262,031) | (316,782) |
| Cash flow from investing activities | ||
| Acquisition of subsidiary (Note 4) | - | (150,000) |
| Cash flow used in investing activities | - | (150,000) |
| Cash flow from financing activities | ||
| Proceeds from issuance of shares | 251,500 | 478,000 |
| Cash flow from financing activities | 251,500 | 478,000 |
| Increase (decrease) in cash | (10,531) | 11,218 |
| Cash, beginning of year | 11,222 | 4 |
| Cash, end of year | $ 691 | $ 11,222 |
| Supplementary cashflow information | ||
| Debt settled in shares | $ 8,000 | $ 70,000 |
The accompanying notes are an integral part of these consolidated financial statements.
Premium Uranium Corporation
Notes to the Consolidated Financial Statements
For the year ended December 31, 2024 and 2023
(Expressed in Canadian Dollars)
1. Nature of Operations and Going Concern
General
Premium Uranium Corporation ("PUC" or the "Company") was incorporated on September 15, 2022 under the laws of the province of Ontario, Canada. The Company operates a business focused on early-stage uranium exploration in Botswana, Southern Africa. The head office of the Company is located at 46 Pairash Avenue, Richmond Hill, ON, L4C0N1.
Going Concern
The accompanying consolidated financial statements have been prepared on the basis of a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business for the foreseeable future.
Although the Company has taken steps to verify title to the properties on which it is conducting exploration and in which it has an interest in accordance with industry standards to the current stage of exploration of such properties, these procedures do not guarantee the Company's title. Property title may be subject to government licensing requirements or regulations, unregistered prior agreements, unregistered claims, aboriginal claims, and non-compliance with regulatory requirements. The Company's assets may also be subject to increases in taxes and royalties, renegotiation of contracts, currency exchange fluctuations and restrictions and political uncertainty.
As at December 31, 2024, the Company has an accumulated deficit of $838,501 (2023 - $638,833) and a working capital deficiency of $30,997 (2023 - working capital deficiency of $90,829). The Company is currently in an early exploration stage and has not commenced commercial operations. The Company's ability to continue as a going concern is dependent upon its ability to attain future profitable operations and to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company expects to incur further losses through to the completion of exploration stages which requires the raising of financial capital to support its exploration programs and administrative costs. The Company is planning to finance its operations by exploring additional sources of capital and financing, while managing its existing working capital resources. The material uncertainty of the Company's ability to raise such financial capital casts significant doubt on the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company not be able to continue as a going concern.
2. Basis of Presentation
Statement of compliance
The Company applies International Financial Reporting Standards as issued by the International Accounting Standards Board ("IASB") and interpretations issued by the IFRS Interpretations Committee ("IFRIC").
These consolidated financial statements were approved by the Board of Directors of the Company on April 29, 2025.
Premium Uranium Corporation
Notes to the Consolidated Financial Statements
For the year ended December 31, 2024 and 2023
(Expressed in Canadian Dollars)
2. Basis of Presentation (continued)
Basis of Measurement
These consolidated financial statements have been prepared on a going concern basis, under the historical cost basis, except for financial instruments which have been measured at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information.
Basis of consolidation
These consolidated financial statements include the accounts of the Company and its only fully owned subsidiary, UA92 Proprietary Limited ("UA92").
The financial statements of the subsidiary are included in the consolidated financial statements from the date that control commenced until the date control ceases. Control exists when the Company has the power directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
All inter-company balances, and transactions, have been eliminated upon consolidation.
Functional Currency and Presentation Currency
The currency of the primary economic environment in which the Company and its subsidiary conducts their operations is the Canadian dollars ("CAD"). Accordingly, the Company uses the Canadian dollar as its functional and reporting currency.
Transactions and balances originally denominated in dollars are presented at their original amounts. Balances in non-CAD currencies are translated into CAD using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-dollar transactions reflected in the statement of operations, the transaction date exchange rates are used. Depreciation and other changes deriving from non-monetary items are based on historical exchange rates. The resulting transaction gains or losses are recorded as financial income or expenses, as appropriate.
3. Material Accounting Policies
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held with banks and other short-term highly liquid investments with original maturities of three months or less. The Company has no cash equivalents as at December 31, 2024 and 2023.
Premium Uranium Corporation
Notes to the Consolidated Financial Statements
For the year ended December 31, 2024 and 2023
(Expressed in Canadian Dollars)
3. Material Accounting Policies (continued)
Share capital
Common shares are classified as equity. Proceeds from unit placements are allocated between shares and warrants issued using the relative fair value method. Costs directly identifiable with share capital financing are charged against share capital. Share issuance costs incurred in advance of share subscriptions are recorded as prepaid assets. Share issuance costs related to uncompleted share subscriptions are charged to operations in the period they are incurred.
Financial instruments
Classification
The following table shows the classification of financial instruments under IFRS 9:
| Financial asset/liability | Classification |
|---|---|
| Cash | Amortized cost |
| Accounts payable and accrued liabilities | Amortized cost |
Financial assets
Initial recognition and measurement
Non-derivative financial assets within the scope of IFRS 9 are classified and measured as "financial assets at fair value", as either fair value through profit and loss ("FVTPL") or fair value through other comprehensive income ("FVOCI"), and "financial assets at amortized costs", as appropriate. The Company determines the classification of financial assets at the time of initial recognition based on the Company's business model and the contractual terms of the cash flows.
All financial assets are recognized initially at fair value plus, in the case of financial assets not at FVTPL, directly attributable transaction costs on the trade date at which the Company becomes a party to the contractual provisions of the instrument.
Financial assets with embedded derivatives are considered in their entirety when determining their classification at FVTPL or at amortized cost. Cash is measured at amortized cost.
Subsequent measurement – financial assets at amortized cost
After initial recognition, financial assets measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate ("EIR") method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The EIR amortization is included in finance income in the statements of operations. The Company measures its cash at amortized cost.
Premium Uranium Corporation
Notes to the Consolidated Financial Statements
For the year ended December 31, 2024 and 2023
(Expressed in Canadian Dollars)
3. Material Accounting Policies (continued)
Financial instruments (continued)
Subsequent measurement – financial assets at FVTPL
Financial assets measured at FVTPL include financial assets management intends to sell in the short term and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVTPL are carried at fair value in the statements of financial position with changes in fair value recognized in other income or expense in the statements of operations. The Company measures its marketable securities and long-term investments at FVTPL.
Subsequent measurement – financial assets at FVOCI
Financial assets measured at FVOCI are non-derivative financial assets that are not held for trading and the Company has made an irrevocable election at the time of initial recognition to measure the assets at FVOCI. The Company does not measure any financial assets at FVOCI.
After initial measurement, investments measured at FVOCI are subsequently measured at fair value with unrealized gains or losses recognized in other comprehensive loss in the statements of comprehensive loss. When the investment is sold, the cumulative gain or loss remains in accumulated other comprehensive loss and is not reclassified to profit or loss.
Derecognition
A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company has transferred substantially all the risks and rewards of ownership of the asset. Where substantially all the risks and rewards of ownership of the financial asset are neither retained nor transferred, the Company derecognizes the transferred asset only if it no longer controls the asset. Control is represented by the practical ability to sell the transferred asset without the need to impose additional restrictions. If the Company retains control over the asset, it will continue to recognize the asset to the extent of its continuing involvement. When a financial asset is derecognized in full, a gain or loss is recognized in net income for an amount equal to the difference between the carrying amount of the asset and the value of the consideration received, including any new assets and/or liabilities recognized.
The Company's has no financial assets subject to impairment. The Company has elected to apply the simplified approach to impairment as permitted by IFRS 9, which requires the expected lifetime loss to be recognized at the time of initial recognition of the receivable. To measure estimated credit losses, financial assets have been grouped based on shared credit risk characteristics, including the number of days past due. An impairment loss is reversed in subsequent periods if the amount of the expected loss decreases and the decrease can be objectively related to an event occurring after the initial impairment was recognized.
Premium Uranium Corporation
Notes to the Consolidated Financial Statements
For the year ended December 31, 2024 and 2023
(Expressed in Canadian Dollars)
3. Material Accounting Policies (continued)
Financial instruments (continued)
Impairment of financial assets
Financial liabilities
Initial recognition and measurement
Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL, or the Company has opted to measure the financial liability at FVTPL. The Company's financial liabilities include accounts payable and accrued liabilities, which are measured at amortized cost. All financial liabilities are recognized initially at fair value, net of directly attributable transaction costs.
Subsequent measurement – financial liabilities at amortized cost
After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the EIR method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The EIR amortization is included in interest expense in the statements of loss.
Derecognition
The Company derecognizes financial liabilities when, and only when, the Company's obligations are discharged, cancelled or have expired. When an existing financial liability is replaced by another from the same counterparty with substantially different terms, or the terms of an existing liability are substantially modified, it is treated as a derecognition of the original liability and the recognition of a new liability. When the terms of an existing financial liability are altered, but the changes are considered non-substantial, it is accounted for as a modification to the existing financial liability. Where a liability is substantially modified it is considered to be extinguished and a gain or loss is recognized in the statement of loss based on the difference between the carrying amount of the liability derecognized and the fair value of the revised liability. Where a liability is modified in a non-substantial way, the amortized cost of the liability is remeasured based on the new cash flows and a gain or loss is recorded in the statement of income. The difference between the carrying amount of the financial liability derecognized and the consideration paid or payable is recognized in profit or loss.
Premium Uranium Corporation
Notes to the Consolidated Financial Statements
For the year ended December 31, 2024 and 2023
(Expressed in Canadian Dollars)
3. Material Accounting Policies (continued)
Exploration and evaluation assets and expenditures
Exploration and evaluation expenditures are charged to profit or loss in the period incurred until such time as it has been determined that a mineral property has economically recoverable resources, at which point subsequent costs incurred to develop a mineral property are capitalized. Exploration and evaluation expenditures include acquisition costs of mineral exploration properties and exploration and evaluation activity.
Once a project has been established as commercially viable and technically feasible, related development expenditures are capitalized. This includes costs incurred in preparing the site for production operations. Capitalization ceases when the mining reserves are capable of commercial production, with the exception of development costs that give rise to a future benefit.
Income taxes
Income tax comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case the income tax is also recognized directly in equity or other comprehensive income.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to offset the amounts and the Company intends to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Deferred tax is recognized in respect of all qualifying temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.
Deferred tax assets are recognized to the extent future recovery is probable. At each reporting period end, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the assets to be recovered.
Provisions
A provision is recognized in the statements of financial position when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and the amount can be reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in provision due to passage of time is recognized as interest expense.
14
Premium Uranium Corporation
Notes to the Consolidated Financial Statements
For the year ended December 31, 2024 and 2023
(Expressed in Canadian Dollars)
3. Material Accounting Policies (continued)
Provisions (continued)
A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under contract. At each statement of financial position reporting date, provisions are reviewed and adjusted to reflect the current best estimate of the expenditure required to settle the present obligation. The Company had no material provisions as at December 31, 2024 and 2023.
Decommissioning Liabilities
A legal or constructive obligation to incur decommissioning liabilities may arise when environmental disturbance is caused by the exploration, development or mining of a mineral property interest. Such costs arising from the decommissioning of plant and other site work, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying amount of the asset as soon as the obligation to incur such costs arises. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value. These costs are charged against profit or loss over the economic life of the related asset, through amortization using either a unit-of-production or the straight-line method as appropriate. The related liability is adjusted for each period for the unwinding of the discount and for changes to the current market based discount rate, amount or timing of the underlying cash flows needed to settle the obligation. Costs for restoration of subsequent site damage which is created on an ongoing basis during production are provided for at their net present values and charged against profits as extraction progresses. The Company had no material decommissioning liabilities as at December 31, 2024 and 2023.
Loss per share
Basic loss per share is computed based on the weighted average number of shares outstanding during the year. In calculating the diluted loss per share, the weighted average number of shares outstanding assumes that the proceeds to be received on the exercise of dilutive stock options and warrants are used to repurchase shares at the average market price during the year. Stock options, warrants, and restricted share units are excluded from the loss per share calculation if their impact is anti-dilutive.
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker ("CODM"), who is the Company's CEO, and responsible for allocating resources and assessing performance of the operating segments. Management concluded that the Company operates in one operating segment.
Premium Uranium Corporation
Notes to the Consolidated Financial Statements
For the year ended December 31, 2024 and 2023
(Expressed in Canadian Dollars)
3. Material Accounting Policies (continued)
Material accounting judgments and estimates
The preparation of the consolidated financial statements using accounting policies consistent with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, the reported amounts of revenues and expenses and to exercise judgment in the process of applying the accounting policies.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively from the period in which the estimates are revised. The following are the key estimate and assumption uncertainties considered by management.
i) Going Concern
Preparation of the Consolidated Financial Statements is on a going concern basis, which contemplates the realization of assets and payments of liabilities in the ordinary course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due.
ii) Income Taxes
Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.
iii) Income, Value Added, Withholding and Other Taxes
The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company's provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company is also subject to tax regulations as they relate to flow-through financing arrangements. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period.
Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.
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Notes to the Consolidated Financial Statements
For the year ended December 31, 2024 and 2023
(Expressed in Canadian Dollars)
3. Material Accounting Policies (continued)
Material accounting judgments and estimates (continued)
iv) Existence of Decommissioning and Restoration Costs and the Timing of Expenditure
Decommissioning, restoration, and similar liabilities are estimated based on the Company's interpretation of current regulatory requirements and constructive obligations and are measured at fair value. Fair value is determined based on the net present value of estimated future cash expenditures for the settlement of decommissioning, restoration, or similar liabilities that may occur upon decommissioning of the mine. Such estimates are subject to change based on changes in laws and regulations with regulatory authorities (Note 11).
Adoption of new and amended IFRS pronouncements
Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2024. Many are not applicable or do not have a significant impact to the Company and have been excluded.
Classification of Liabilities as Current or Non-current (Amendments to IAS 1)
IAS 1- Presentation of Financial Statements ("IAS 1") was amended in January 2020 to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or non-current is based solely on a company's right to defer settlement at the reporting date. The right needs to be unconditional and must have substance. The amendments also clarify that the transfer of a company's own equity instruments is regarded as settlement of a liability, unless it results from the exercise of a conversion option meeting the definition of an equity instrument. The amendments are effective for annual periods beginning on January 1, 2024.
The Company has assessed the impact of this new accounting standard. There was no significant impact to these consolidated financial statements.
New standards not yet adopted, and interpretations issued but not yet effective
Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2025. Many are not applicable or do not have a significant impact to the Company and have been excluded.
Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)
In May 2024, the IASB issued amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments-Disclosures. The amendments clarify the derecognition of financial liabilities and introduce an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system. The amendments also clarify how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance (ESG)-linked features and other similar contingent features and the treatment of non-recourse assets
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Notes to the Consolidated Financial Statements
For the year ended December 31, 2024 and 2023
(Expressed in Canadian Dollars)
3. Material Accounting Policies (continued)
New standards not yet adopted, and interpretations issued but not yet effective (continued)
and contractually linked instruments (CLIs). Further, the amendments mandate additional disclosures in IFRS 7 for financial instruments with contingent features and equity instruments classified as FVOCI. The amendments are effective for annual periods starting on or after January 1, 2026, Retrospective application is required and early adoption is permitted.
Presentation and Disclosure in Financial Statements (IFRS 18)
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. The new standard replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new categories and required subtotals in the statement of profit and loss and also requires disclosure of management-defined performance measures. It also includes new requirements for the location, aggregation and disaggregation of financial information. The standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim financial statements. Retrospective application is required and early adoption is permitted.
4. Acquisition of UA92
On June 6, 2023, the Company entered into a share purchase agreement pursuant to which the Company obtained 100% of the shares of UA92 in consideration for $150,000 ("the Transaction").
UA92, is a Botswana private company, incorporated on March 31, 2022, with its office at Plot 57647, Block 10, Gaborone, Botswana. UA92 holds certain prospecting licenses in the Republic of Botswana with exclusive rights to prospect for uranium.
In accordance with IFRS, management determined that the Transaction does not meet the definition of a business combination as UA92 met the concentration test. Further, management asserts that UA92 had not yet achieved commercial operations and was still in the early exploration stage at the time of the Transaction (hence there were no significant inputs, processes and outputs as defined in IFRS 3 as characteristics of a business).
Consequently, the Transaction has been recorded as an asset acquisition. The net asset value of UA92 at the time of the acquisition was $nil and consequently, the excess fair value over net asset value amounts to $150,000. In accordance with the Company's accounting policy on exploration expenses, the Company expensed the $150,000 in the Consolidated Statement of Operations and Comprehensive Loss during the year ended December 31, 2023 as an exploration and evaluation expense.
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Notes to the Consolidated Financial Statements
For the year ended December 31, 2024 and 2023
(Expressed in Canadian Dollars)
5. Share Capital
Authorized Share Capital
The authorized share capital consists of an unlimited number of Common Shares with no par value.
Issued Share Capital
(i) During the year-ended December 31, 2024, the Company completed private placements for gross proceeds of $251,500 and issued 6,287,500 common shares at $0.04 per share.
(ii) During the year ended December 31, 2024, the Company issued 200,000 common shares of the Company with an estimated value of $0.04 price per share to settle $8,000 of accounts payable and accrued liabilities with an officer of the Company.
(iii) During the year ended December 31, 2023, the Company completed private placements for gross proceeds of $478,000 and issued 11,950,000 common shares at $0.04 per share. A director of the Company subscribed to a total of 2,600,000 common shares for gross proceeds of $104,000.
(iv) During the year-ended December 31, 2023, the Company issued 1,750,000 common shares of the Company with an estimated value of $0.04 price per share to settle $70,000 of accounts payable and accrued liabilities.
6. Income Taxes
(i) Provision for Income Taxes
The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 26.5% (2023 - 26.5%) to the effective tax rate is as follows:
| 2024 | 2023 | |
|---|---|---|
| Loss before income taxes | $ (199,668) | $ (482,276) |
| Expected income tax recovery | $ (53,000) | $ (128,000) |
| Adjustments to expected income tax recovery | ||
| Expenses not deductible for tax purposes | - | 40,000 |
| Change in unrecorded deferred tax asset | 53,000 | 88,000 |
| Income tax expense | $ - | $ - |
(ii) Deferred Income Tax
Deferred taxes are a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities.
| Unrecognized deferred tax assets | 2024 | 2023 |
|---|---|---|
| Deferred income tax assets have not been recognized in respect of the following deductible temporary differences: | ||
| Non-capital loss carry-forwards | $ 680,000 | $ 482,000 |
The tax losses expire from 2042 to 2044.
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Notes to the Consolidated Financial Statements
For the year ended December 31, 2024 and 2023
(Expressed in Canadian Dollars)
7. Related Party Transactions and Balances
The following expenses were incurred with key management personnel of the Company. Key management personnel are persons responsible for planning, directing, and controlling the activities of the Company including any directors and officers of the Company.
The remuneration of directors and key management of the Company for the years ended December 31, 2024 and 2023 was as follows:
| 2024 | 2023 | |
|---|---|---|
| Consulting fees | $ 136,000 | $ 136,000 |
Included in accounts payable and accrued liabilities as at December 31, 2024, is $31,224 owing to officers and directors of the Company (December 31, 2023 - $90,724). The amounts are unsecured, non-interest bearing, and are due on demand.
See also Note 5.
8. Asset Retirement Obligations ("ARO")
The Company is legally required to restore its properties to their original condition. Estimated future site restoration costs will be based upon engineering estimates of the anticipated method and the extent of site restoration required in accordance with current legislation and industry practices in the various locations in which the Company has properties.
As at December 31, 2024 and 2023, the Company had no material decommissioning liabilities.
9. Capital and Risk Management
Capital Management
The Company considers its capital structure to consist of share capital, deficit and reserves. The Company manages its capital structure and makes adjustments to it, in order to have the funds available to support the acquisition, exploration and development of its licenses. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business.
The Company is an exploration stage entity; as such the Company is dependent on external equity financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. 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 December 31, 2024 and 2023. Neither the Company nor its subsidiaries are subject to externally imposed capital requirements.
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Notes to the Consolidated Financial Statements
For the year ended December 31, 2024 and 2023
(Expressed in Canadian Dollars)
10. Financial Instruments and Risk Management
The Company's financial instruments consist of cash and accounts payable and accrued liabilities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.
Management understands that the Company is exposed to financial risk arising from fluctuations in foreign exchange rates and the degree of volatility of these rates as a portion of the Company's transactions occur in Pula, and the Company's functional and presentation currency is Canadian Dollars. The Company does not use derivative instruments to reduce its exposure to foreign currency risk.
The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management process. The overall objectives of the Board are to set policies that seek to reduce risk as far as possible without unduly affecting the Company's competitiveness and flexibility.
The type of risk exposure and the way in which such exposure is managed is as follows:
a) Credit risk
The Company's credit risk is primarily attributable to accounts payable and accrued liabilities.
Management believes that the credit risk concentration with respect to this amount is remote.
b) Interest rate risk
The Company has cash balances and no interest-bearing debt. It does not have a material exposure to this risk.
c) Foreign currency risk
The functional currency of the Company's continuing operations is the Canadian dollar, and therefore, the Company is not materially exposed to foreign exchange risk. Management periodically considers reducing the effect of exchange risk through the use of forward currency contracts but has not entered into any such contracts to date.
Sensitivity to a plus or minus 10% change in rates would not have a significant effect on the net loss of the Company.
d) Liquidity risk
The Company ensures, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, without incurring unacceptable losses or harm to the Company's reputation.
The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities as they come due. As of December 31, 2024, the Company has negative working capital balance of $30,997 (December 31, 2023 - $90,829). The table below presents the maturity profile of the Company's financial liabilities based on contractual undiscounted payments:
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Notes to the Consolidated Financial Statements
For the year ended December 31, 2024 and 2023
(Expressed in Canadian Dollars)
10. Financial Instruments and Risk Management (continued)
December 31, 2024:
| Accounts payable and accrued liabilities | Carrying amount | Contractual cash flows | Within one year |
|---|---|---|---|
| $ 71,688 | $ 71,688 | $ 71,688 |
December 31, 2023:
| Accounts payable and accrued liabilities | Carrying amount | Contractual cash flows | Within one year |
|---|---|---|---|
| $ 158,051 | $ 158,051 | $ 158,051 |
The Company utilizes authorization for expenditures to further manage capital expenditures and attempts to match its payment cycle with available cash resources. Accounts payable and accrued liabilities at December 31, 2024 all have contractual maturities of less than 90 days and are subject to normal trade terms. The Company is dependent on obtaining financing to complete development, and upon future profitable operations from the licenses or profitable proceeds from their disposition.
11. Commitments and Contingencies
Environmental Contingencies
The Company's exploration activities are subject to various federal, state, provincial, and international laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.
12. Events After the Reporting Period
On January 13, 2025, the Company was acquired by Gold Digger Resources Inc. pursuant to a share exchange agreement dated March 6, 2024. In consideration for all of the outstanding shares of the Company, Gold Digger Resources Inc. issued a total of 13,300,000 common shares.
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