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Pasinex Resources Limited — Interim / Quarterly Report 2025
Aug 27, 2025
45922_rns_2025-08-26_ec8fd4f3-bea2-4167-bc00-f05fc7f47f4e.pdf
Interim / Quarterly Report
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Pasinex
PASINEX RESOURCES LIMITED
CONDENSED INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2025
(EXPRESSED IN CANADIAN DOLLARS)
(UNAUDITED)
Management's Comments on Unaudited Consolidated Interim Financial Statements
The accompanying unaudited condensed interim consolidated financial statements of Pasinex Resources Limited. ("Pasinex" or the "Company") for the three and six months ended June 30, 2025, and 2024 have been prepared by management of Pasinex, reviewed by the Audit Committee of the Board of Directors, and approved by the Board of Directors.
In accordance with National Instrument 51-102, Continuous Disclosure Obligations of the Canadian Securities Administrators, the Company herewith discloses that the accompanying unaudited interim consolidated financial statements have not been reviewed by an auditor.
August 26, 2025
"Larry Seeley"
Larry Seeley
Executive Chairman
"Ian Atacan"
Ian D. Atacan
Director and Chief Financial Officer
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Pasinex Resources Limited
Condensed Interim Consolidated Statements of Financial Position
(Expressed in Canadian Dollars) (Unaudited)
| Note Reference | As at June 30, 2025 | As at December 31, 2024 | |
|---|---|---|---|
| Assets | |||
| Current Assets | |||
| Cash | $ 69,547 | $ 194,888 | |
| Receivables | 23,396 | 11,787 | |
| Due from related parties | 13 | 17,171 | 20,375 |
| Prepaid expenses and deposits | 72,136 | 79,900 | |
| Financial asset | 6 | 516,996 | 347,125 |
| 699,246 | 654,075 | ||
| Non-current assets | |||
| Equipment | 3,872 | 3,938 | |
| Value added tax receivable | - | 3,750 | |
| Exploration and evaluation assets | 5 | 1,927,819 | 2,008,432 |
| Investment in joint venture | 4 | 803,569 | 887,030 |
| Total assets | $ 3,434,506 | $ 3,557,225 | |
| Shareholders' deficiency and liabilities | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | 7 | $ 424,682 | $ 449,360 |
| Due to related parties | 13 | 207,677 | 158,165 |
| Shareholder loans | 8,13 | 5,035,262 | 4,249,649 |
| Loan payable - current | 9 | 7,569 | 7,569 |
| 5,675,190 | 4,864,743 | ||
| Non-current liabilities | |||
| Loan payable - non-current | 9 | $ 15,420 | $ 18,282 |
| Other liabilities | 69,176 | 17,827 | |
| Total liabilities | 5,759,786 | 4,900,852 | |
| Shareholders' deficit | |||
| Share capital | 10 | 12,888,506 | 12,888,506 |
| Reserves | 2,217,817 | 2,157,117 | |
| Deficit | (14,434,532) | (13,263,120) | |
| Accumulated other comprehensive loss | (2,997,071) | (3,126,130) | |
| Total shareholders' deficit | (2,325,280) | (1,343,627) | |
| Total liabilities and shareholders' deficit | $ 3,434,506 | $ 3,557,225 | |
| Nature of operations and going concern | 1 | ||
| Subsequent events | 16 |
On behalf of the Board:
"Larry Seeley", Executive Chairman
"Jonathan Challis", Director
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
Pasinex Resources Limited
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
(Expressed in Canadian Dollars) (Unaudited)
| Note reference | Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||
| Share of net equity gain from joint venture | 4 | $ 18,633 | $ 309,802 | $ 61,413 | $ 943,280 |
| Expenses | |||||
| Exploration costs | (2,464) | (101,747) | (3,996) | (105,027) | |
| General and administrative costs | 12 | (329,543) | (405,641) | (826,711) | (723,304) |
| Total expenses | (332,007) | (507,388) | (830,707) | (828,331) | |
| Other (loss) income | |||||
| Other income | 823 | 9,527 | 1,683 | 20,125 | |
| Interest expense | 8,9,13 | (74,912) | (39,730) | (136,515) | (76,430) |
| Foreign exchange (loss) gain | (93,514) | 28,198 | (44,966) | 183,203 | |
| Gain (loss) on net monetary position | 201,450 | (96,959) | (180,793) | (252,625) | |
| Total other gain (loss) | 33,847 | (98,964) | (360,591) | (125,727) | |
| Net loss before income taxes | (279,527) | (296,550) | (1,129,885) | (10,778) | |
| Provision for income tax | |||||
| Current | (3,408) | - | (41,527) | - | |
| Net loss | (282,935) | (296,550) | (1,171,412) | (10,778) | |
| Other comprehensive loss | |||||
| Item that will be reclassified subsequently to profit and loss: | |||||
| Currency translation adjustment | (133,043) | 69,192 | 129,059 | 25,297 | |
| Total comprehensive income (loss) for the period | $ (415,978) | $ (227,358) | $ (1,042,353) | $ 14,519 | |
| Net loss per share - basic and diluted | $ (0.002) | $ (0.000) | $ (0.008) | $ (0.000) | |
| Weighted average number of shares outstanding | |||||
| - basic and diluted | 10 | 144,554,371 | 144,554,371 | 144,554,371 | 144,554,371 |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
Pasinex Resources Limited
Condensed Interim Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars)
| Note reference | Six Months Ended June 30, | ||
|---|---|---|---|
| 2025 | 2024 | ||
| Operating activities | |||
| Net loss for the period | $ (1,171,412) | $ (10,778) | |
| Share of net gain from joint venture | (61,413) | (943,280) | |
| Stock option expense | 60,700 | - | |
| Adjustments for items not involving cash: | |||
| Interest accrual | 8,9,13 | 136,515 | 76,430 |
| Foreign exchange | 730,649 | (190,085) | |
| Loss (gain) on net monetary position | (180,793) | 252,625 | |
| Changes in non-cash working capital items: | |||
| Prepaid expenses and deposits | (5,317) | 95,960 | |
| Accounts payable and accrued liabilities | 67,757 | 10,481 | |
| Due to related parties | (198,219) | 208,249 | |
| Other | (144,706) | (37,529) | |
| Net cash used in operating activities | (766,239) | (537,927) | |
| Investing activities | |||
| Equipment acquisition | (607) | (908) | |
| Net cash used in investing activities | (607) | (908) | |
| Financing activities | |||
| Cash received on shareholders loans | 8 | 650,000 | 425,000 |
| Cash paid to loan payable | (2,862) | - | |
| Cash flows generated from financing activities | 647,138 | 425,000 | |
| Net change in cash | (119,708) | (113,835) | |
| Effect of foreign currencies on cash | (5,633) | (6,139) | |
| Cash, beginning of period | 194,888 | 177,278 | |
| Cash, end of period | $ 69,547 | $ 57,304 |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
Pasinex Resources Limited
Condensed Interim Consolidated Statements of Changes in Shareholders' Equity (Deficit)
(Expressed in Canadian Dollars)
| Note reference | Number of Shares | Share Capital | Reserves | Deficit | Accumulated Other Comprehensive Loss | Total | |
|---|---|---|---|---|---|---|---|
| Balance as at December 31, 2023 | 144,554,371 | $ 12,888,506 | $ 2,157,117 | $ (10,612,090) | $ (4,385,562) | $ 47,971 | |
| Currency translation adjustment | - | - | - | - | 25,297 | 25,297 | |
| Net loss for the period | - | - | - | (10,778) | - | (10,778) | |
| Balance as at June 30, 2024 | 144,554,371 | $ 12,888,506 | $ 2,157,117 | $ (10,622,868) | $ (4,360,265) | $ 62,490 | |
| Balance as at December 31, 2024 | 144,554,371 | $ 12,888,506 | $ 2,157,117 | $ (13,263,120) | $ (3,126,130) | $ (1,343,627) | |
| Stock option expense | - | - | 60,700 | - | - | 60,700 | |
| Currency translation adjustment | - | - | - | - | 129,059 | 129,059 | |
| Net loss for the period | - | - | - | (1,171,412) | - | (1,171,412) | |
| Balance as at June 30, 2025 | 144,554,371 | $ 12,888,506 | $ 2,217,817 | $ (14,434,532) | $ (2,997,071) | $ (2,325,280) |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
Pasinex Resources Limited
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months ended June 30, 2025, and 2024
(Expressed in Canadian Dollars) (Unaudited)
- Nature of operations and going concern
Pasinex Resources Limited (“Pasinex” or the “Company”) is a publicly listed company incorporated in British Columbia. The Company’s shares are listed on the Canadian Securities Exchange (“CSE”) under the symbol “PSE” and on the Frankfurt Stock Exchange (“FSE”) under the symbol “PNX”. The head and registered records office of the Company are located at 550 Burrard Street, Suite 2900, Vancouver, BC V6C 0A3 with its mailing address at 82 Richmond Street East, Toronto, Ontario, Canada, M5C 1P1.
Pasinex Resources Limited owns 50% of Horzum Maden Arama ve Isletme Anonim Sirketi (“Horzum AS” or “Joint Venture”), through its 100% owned subsidiary Pasinex Arama ve Madencilik Anonim Sirketi (“Pasinex Arama”). The other 50% owner is Akmetal Madencilik Sanayi ve Ticaret A.S. (“Akmetal”), a private Turkish company. Horzum AS holds 100% of the producing Pinargozu high-grade zinc mine. Horzum AS sells directly to zinc smelters and or refiners through commodity brokers from its mine site in Türkiye. The Company also holds a 51% interest of a high-grade zinc exploration project, the Gunman Project, located in Nevada, USA.
These unaudited condensed interim consolidated financial statements as at and for the three and six months ended June 30, 2025, and 2024 were authorized for issuance on August 26, 2025, by the Pasinex Board of Directors.
These unaudited condensed interim consolidated financial statements have been prepared on a going concern basis. The application of the going concern concept assumes that the Company will continue in operation for at least the next twelve months and will be able to realize its assets and discharge its liabilities in the normal course of operations. As at June 30, 2025, the Company had a deficit of $14,434,532 and had a working capital deficiency position of $4,975,944. During the six-month ended June 30, 2025, the Company had a net loss of $1,171,412, and negative cash flows from operations of $766,239, and accordingly does not have enough cash on hand to fund its payables and its expected nondiscretionary obligations for the next twelve months.
The Company has not yet achieved the sales volumes necessary to generate positive operating cash flows. Management believes it can meet its budgeted administrative, exploration, mining, and selling costs for the current year and beyond, based on the current financial forecast. Pasinex continues to pursue strategic agreements and financing arrangements to support its operations. As noted in Note 8, shareholder loans have been provided since August 2018.
The going concern assessment involves significant judgments, including the assumption that some option holders will exercise their rights. Although the Company has demonstrated the ability to secure funding through loans and capital raises, future financing availability—and whether it can be obtained on favourable terms—remains uncertain. The timing and sufficiency of future operating cash flows to cover expenditures and obligations beyond June 30, 2025, is also uncertain. In making its assessment, management acknowledges material uncertainties that may cast significant doubt on the Company’s ability to continue as a going concern. These financial statements do not reflect any adjustments that may be required if the Company is unable to continue as a going concern. Such adjustments could be material.
- Basis of presentation and statement of compliance
The unaudited condensed interim consolidated financial statements of the Company have been prepared in accordance with IFRS Accounting Standards (“IFRS”) and IFRS Interpretations Committee (“IFRIC”) interpretations applicable to companies reporting under IFRS, including IAS 34, Interim Financial Reporting and include the operating results of Pasinex and its subsidiaries and joint ventures. Accordingly, certain information and disclosure normally included in annual financial statements prepared in accordance with IFRS have been omitted or condensed. These unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2024, which were prepared in accordance with IFRS.
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Pasinex Resources Limited
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months ended June 30, 2025, and 2024
(Expressed in Canadian Dollars) (Unaudited)
- Material accounting policy information, accounting standards and amendments
The accounting policies adopted are consistent with those of the Company's financial statements for the year ended December 31, 2024.
- Investment in joint venture
The Company holds 50% ownership of a joint venture company, Horzum AS. Horzum AS is currently controlled by a board consisting of court appointed trustees, due to ongoing legal proceedings against Akmetal.
Horzum AS owns the Pinargozu mine in Türkiye, located within the Province of Adana and has been in operation since 2016 producing high grade zinc. The investment in Horzum AS is considered a joint venture for accounting purposes and accordingly is accounted for using the equity method.
Summarized financial information of the joint venture on a 100% basis is as follows:
Summarized consolidated statements of financial position
| As at June 30, | As at December 31, | |
|---|---|---|
| (100% basis - Canadian dollars) | 2025 | 2024 |
| Assets | ||
| Current assets | ||
| Cash | $ 296,090 | $ 658,518 |
| Akmetal receivable | 35,731,225 | 37,685,010 |
| Less - allowance on Akmetal receivable | (35,731,225) | (37,685,010) |
| Other current assets (excluding cash) | 1,557,249 | 1,056,855 |
| Non-current assets | 1,176,961 | 1,462,497 |
| $ 3,030,300 | $ 3,177,870 | |
| Liabilities | ||
| Current Liabilities | ||
| Accounts payable and accrued liabilities | $ 1,244,664 | $ 1,265,832 |
| Taxes payable | 8,329 | 22,381 |
| Long-term liabilities | 170,169 | 115,596 |
| $ 1,423,162 | 1,403,809 | |
| Net assets | $ 1,607,138 | $ 1,774,061 |
| Pasinex ownership interest | 50% | 50% |
| Pasinex' equity share of net assets of joint venture | $ 803,569 | $ 887,030 |
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Pasinex Resources Limited
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months ended June 30, 2025, and 2024
(Expressed in Canadian Dollars) (Unaudited)
4. Investment in joint venture (continued)
Summarized consolidated statements of income:
| (100% basis - Canadian dollars) | Three Months Ended June 30, | Six Months Ended June 30, | ||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Revenue | $ 930,123 | $ 1,639,335 | $ 1,100,951 | $ 5,249,475 |
| Cost of sales | (609,631) | (905,147) | (609,631) | (3,017,433) |
| Selling, marketing and other distribution | (25,981) | (32,601) | (25,981) | (129,812) |
| Operating income | 294,511 | 701,587 | 465,339 | 2,102,230 |
| Impairment of Akmetal receivable | - | (449,168) | - | (3,665,810) |
| General and administrative expenses | (225,248) | (123,621) | (671,770) | (185,930) |
| Foreign exchange gain | 32,319 | 470,066 | 251,227 | 3,626,155 |
| Finance expense | - | (15,679) | - | (32,339) |
| Deferred tax expense | (4,273) | (64,955) | (9,130) | (149,204) |
| Gain on net monetary position | (68,635) | 244,541 | 105,165 | 639,848 |
| Other | (9,407) | - | - | - |
| Current income tax expense | (7,982) | (158,915) | (43,985) | (488,666) |
| Net income | $ 11,285 | $ 603,856 | $ 96,846 | $ 1,846,284 |
| Pasinex ownership interest | 50% | 50% | 50% | 50% |
| The Company's equity share of net income of joint venture | $ 5,643 | $ 301,928 | $ 48,423 | $ 923,142 |
| Other comprehensive gain | 12,990 | 7,874 | 12,990 | 20,138 |
| Pasinex'equity share of other comprehensive gain of joint venture | $ 18,633 | $ 309,802 | $ 61,413 | $ 943,280 |
As at June 30, 2025, the total receivable from Akmetal is approximately $35,731,225 (2024 - $37,685,010). The receivable consists of a number of items including joint venture sales proceeds received and withheld by Akmetal, the value of zinc product mined at the joint venture used by Akmetal, foreign currency gains on USD denominated amounts and the value of certain loan payments made to a customer on behalf of Akmetal. Akmetal has been facing liquidity issues since 2018. This combined with nonpayment of the Akmetal receivable led management to assess the probability of credit losses to be high. As a result, as required under IFRS 9, the Company took a full impairment charge of the receivables as at December 31, 2018.
Due to Akmetal's continued liquidity issues and continued nonpayment of the receivable, management has continued to assess the probability of credit losses to be high. As a result, the receivable remains written down to zero.
Statements of investment in joint venture:
| Six Months Ended June 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Opening balance | $ 887,030 | $ 824,420 |
| Equity gain from joint venture | 61,413 | 943,280 |
| Foreign exchange loss | (144,874) | (85,253) |
| Closing balance | $ 803,569 | $ 1,682,447 |
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Pasinex Resources Limited
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months ended June 30, 2025, and 2024
(Expressed in Canadian Dollars) (Unaudited)
5. Exploration and evaluation assets
| Horzum Properties | Gunman Project | Total | |
|---|---|---|---|
| Balance as at December 31, 2023 | $ 457,321 | $ 1,401,990 | $ 1,859,311 |
| Licenses | 25,840 | - | 25,840 |
| Foreign exchange adjustment | - | 123,281 | 123,281 |
| Balance as at December 31, 2024 | $ 483,161 | $ 1,525,271 | $ 2,008,432 |
| Foreign exchange adjustment | (1,535) | (79,078) | (80,613) |
| Balance as at June 30, 2025 | $ 24,305 | $ 1,446,193 | $ 1,927,819 |
(a) Akkaya Property
The Company, through Pasinex Arama owns an exploration license (the "Akkaya Property") located near the Pinargozu mine. As at June 30, 2025, the Company's Akkaya Property consisted of an operational exploration license in good standing until November 2032. Pasinex Arama is in the process of converting the operational license to an operational permit. In order to receive the operational permit, Pasinex Arama must obtain all essential permits including forestry and working permits according to the mining laws and completion of an environmental impact assessment.
(b) Gunman Project
Pasinex, through its wholly-owned subsidiary Pasinex Nevada, entered into an option agreement with Century Lithium Corp. ("Century") and Caliber Minerals Inc. ("Caliber") to earn up to an 80% interest in the Gunman Project located in White Pine County, Nevada ("Option Agreement"). The Company has completed the following to earn its initial 51% of the Gunman Project:
- US$425,000 in cash payments,
- the issuance of 4.6 million Pasinex Common Shares. and
- exploration expenditures of US$1,850,000.
6. Financial Asset
On October 18, 2024 Pasinex Arama entered into an Option and Purchase Agreement with a Turkish mining company, Aydın Teknik Madencilik ve Insaat Sanayi ve Ticaret Sirketi ("Aydın Teknik"), which may lead to the purchase of 100% of a Group IV lead-zinc operating license called Sarikaya, which is located in the Kayseri province of Turkiye. Abdullah Aydın ("Optionor") owns 100% of the shares of the Aydın Teknik. In accordance with the terms and conditions of the Option and Purchase Agreement:
a) Pasinex Arama must pay a total of US$2,600,000 ("Purchase Price").
b) After Pasinex Arama has paid the Purchase Price, Pasinex Arama shall pay the Optionor an 8% Net Smelting Return ("NSR") for the zinc sulphide production and a 5% NSR for the zinc carbonate production produced within the license, after such production is sold.
Upon the signing of the Agreement, and on June 3, 2025, Pasinex Arama paid US$250,000 and US$50,000 ("Option Payments"), respectively to the Optionor. Until October 18, 2025, Pasinex Arama can make additional payments equal to the Purchase Price less the Option Payments to obtain 100% of the shares of Aydın Teknik.
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Pasinex Resources Limited
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months ended June 30, 2025, and 2024
(Expressed in Canadian Dollars) (Unaudited)
- Accounts payable and accrued liabilities
| As at June 30, 2025 | As at December 31, 2024 | |
|---|---|---|
| Trade payables | $ 344,682 | $ 277,760 |
| Accrued liabilities | 80,000 | 171,600 |
| Total accounts payable and accrued liabilities | $ 424,682 | $ 449,360 |
- Shareholder loans
On August 1, 2018, the Company entered into loans with certain shareholders and directors of the Company (the "Lenders") in the form of promissory notes. The promissory notes are payable on demand to the Lenders and bear interest at 6% per annum, payable quarterly in arrears commencing September 15, 2018. The promissory notes are secured by all the property and assets of the Company.
The Company recorded interest expense of $74,470 and $135,613, respectively in the three and six months ended June 30, 2025 (2024 – $39,730 and $76,430, respectively). During the six months ended June 30, 2025, the Company received $650,000 of shareholder loans (2024 – $425,000). As at June 30, 2025, the outstanding shareholder loans and accrued interest thereon totalled $5,035,262 (December 31, 2024 - $4,249,649). (Note 13)
- Loan payable
| As at June 30, 2025 | As at December 31, 2024 | |
|---|---|---|
| Loan payable - current | $ 7,569 | $ 7,569 |
| Loan payable - non-current | $ 15,420 | $ 17,827 |
| Total loan payable | $ 22,989 | $ 25,396 |
On April 24, 2020, the Company applied for the Canada Emergency Business Account ("CEBA") interest-free loan. The Company entered into a loan agreement with its principal banker in the first quarter of 2024 from which the proceeds were used to repay the CEBA loan balance outstanding at the end of December 31, 2023, less $10,000, which was forgiven. The term of the loan is five years, at an interest rate of prime + 2.34%, with monthly payments of $631. The loan can be prepaid at any time without fee or premium. In the first six months of 2025 the Company booked interest expense of $902 (2024 - $ Nil).
- Share capital
Pasinex Resources Limited
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months ended June 30, 2025, and 2024
(Expressed in Canadian Dollars) (Unaudited)
(a) Authorized: Unlimited common shares with no par value.
(b) Issued and outstanding common shares:
| Number of Shares | Amount | |
|---|---|---|
| Balance as at December 31, 2023 and June 30, 2024 | 144,554,371 | $ 12,888,506 |
| Balance as at December 31, 2024 and June 30, 2025 | 144,554,371 | $ 12,888,506 |
11. Stock options
The Company has a stock option plan (the "Plan") in place under which it is authorized to grant options of up to 10% of its outstanding shares to officers, directors, employees and consultants. The exercise price of each option is to be determined by the Board of Directors but shall not be less than the discounted market price as defined by the CSE. The expiry date for each option should be for a maximum term of five years. The Plan was most recently approved at the Company's 2015 Annual General Meeting.
The following table reflects the continuity of stock options for the periods presented:
| Number of Options | Weighted Average Exercise Price | |
|---|---|---|
| Balance as at December 31, 2023 | 10,500,000 | $ 0.040 |
| Balance as at June 30, 2024 | 10,500,000 | $ 0.040 |
| Expired | (500,000) | $ 0.090 |
| Balance as at December 31, 2024 | 10,000,000 | $ 0.040 |
| Granted | 2,900,000 | $ 0.041 |
| Forfeited | (3,500,000) | $ 0.040 |
| Balance as at June 30, 2025 | 9,400,000 | $ 0.040 |
The Company had the following stock options outstanding as at June 30, 2025:
| Expiry Date | Number of Options | Exercise Price | Weighted Average Remaining Contractual Life (Years) | |
|---|---|---|---|---|
| Outstanding | Exercisable | |||
| April 30, 2026 | 6,500,000 | 6,500,000 | $ 0.04 | 0.83 |
| January 2, 2030 | 2,500,000 | 2,500,000 | $ 0.04 | 4.51 |
| April 4, 2030 | 400,000 | 400,000 | $ 0.05 | 4.76 |
| Total | 9,400,000 | 9,400,000 | $ 0.04 | 1.98 |
12. General and administrative costs
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Pasinex Resources Limited
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months ended June 30, 2025, and 2024
(Expressed in Canadian Dollars) (Unaudited)
General and administration costs are as follows:
| Note | Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||
| Consulting fees | 13 | $ 16,800 | $ 47,785 | $ 34,000 | $ 107,541 |
| Investor relations | 17,125 | 8,002 | 23,122 | 8,002 | |
| Management fees and salaries | 13 | 54,000 | 57,825 | 108,000 | 120,600 |
| Stock option expense | 11 | 13,200 | - | 60,700 | - |
| Director fees | 13 | 24,000 | 24,000 | 48,000 | 48,000 |
| Office and general | 173,761 | 239,022 | 499,576 | 339,284 | |
| Transfer agent and regulatory fees | 19,027 | 11,042 | 27,896 | 20,154 | |
| Travel and accommodation | 13,730 | 17,232 | 24,875 | 78,990 | |
| Other | (2,100) | 733 | 542 | 733 | |
| Total general and administrative costs | $ 329,543 | $ 405,641 | $ 826,711 | $ 723,304 |
13. Related party balances and transactions
Related parties and related party transactions impacting the accompanying consolidated financial statements are summarized below and include transactions with key management personnel, which includes 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 executive and non-executive members of the Company's Board of Directors and corporate officers. A number of key management personnel, or their related parties, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of these entities. A number of these entities had transactions with the Company during the year. The terms and conditions of these transactions with key management personnel and their related parties were no more favourable than those available, or which might reasonably be expected to be available, for similar transactions to non-key management personnel related entities on an arm's length basis.
A summary of the related party transactions and balances is as follows:
| Six Months Ended June 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Management fees and salaries | $ 108,000 | $ 120,600 |
| Consulting fees | - | 83,901 |
| Director fees | 48,000 | 48,000 |
| Interest expense on shareholder loans (Note 8) | 135,613 | 76,430 |
| $ 291,613 | $ 328,931 |
Amounts receivable from related parties included dividend receivable of $17,171 (2024 - $20,375).
13. Related party balances and transactions (continued)
Pasinex Resources Limited
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months ended June 30, 2025, and 2024
(Expressed in Canadian Dollars) (Unaudited)
Amounts payable to related parties were as follows:
| Due to Related Parties | Shareholder Loans | |||
|---|---|---|---|---|
| As at June 30, | As at December | As at June 30, | As at December | |
| 2025 | 2024 | 2025 | 2024 | |
| 1514341 Ontario Inc. (1) | $ - | $ - | $ 2,766,395 | $ 2,694,887 |
| Seeley Holdings Ltd. (2) | - | - | 2,119,912 | 1,409,785 |
| Joachim Rainer (3) | 36,000 | 24,000 | 148,955 | 144,977 |
| Larry Seeley (3) | 36,000 | 24,000 | - | - |
| Jonathan Challis (3) | 36,000 | 24,000 | - | - |
| Victor Wells (4) | 27,000 | 24,000 | - | - |
| Soner Koldas (5) | 6,480 | 50,865 | - | - |
| Ian Atacan (6) | 66,197 | 11,300 | - | - |
| $ 207,677 | $ 158,165 | $ 5,035,262 | $ 4,249,649 |
(1) 1514341 Ontario Inc. is a company controlled by Larry Seeley, Executive Chairman of the Company.
(2) Seeley Holdings Ltd. is a company controlled by a family member of Larry Seeley.
(3) Larry Seeley, Joachim Rainer and Jonathan Challis are directors of the Company.
(4) Victor Wells was a director of the Company until February 14, 2025, and continues to act as a consultant.
(5) Soner Koldas was the General Manager of Pasinex AS and Managing Director of Horzum AS, until August 2024.
(6) Ian Atacan was hired as a strategic and financial management consultant to the Company effective November 1, 2024, appointed as CFO on January 1, 2025, and a director on February 14, 2025.
All balances due to and from related parties are unsecured, non-interest bearing and due on demand except for shareholder loans which are disclosed separately.
To the knowledge of the directors and officers of the Company, As at June 30, 2025, no person or corporation beneficially owns or exercises control or direction over common shares of the Company carrying more than 10% of the common shares of the Company other than set out below:
| Number of Common Shares | Percentage of Outstanding Common Shares | |
|---|---|---|
| Larry Seeley | 30,000,591 | 20.75% |
14. Segmented information
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Pasinex Resources Limited
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months ended June 30, 2025, and 2024
(Expressed in Canadian Dollars) (Unaudited)
The Company has one operating segment, acquisition, exploration and development of mineral properties. The table below shows consolidated data by geographic segment based on the location:
| As at June 30, 2025 | As at December 31, 2024 | |
|---|---|---|
| Non-current assets by geographic segment | ||
| Türkiye | $ 1,289,067 | $ 1,377,880 |
| United States | 1,446,193 | 1,525,270 |
| $ 2,735,260 | $ 2,903,150 | |
| Total assets by geographic segment | ||
| Canada | $ 77,153 | $ 188,356 |
| Türkiye | 1,911,160 | 1,843,599 |
| United States | 1,446,193 | 1,525,270 |
| $ 3,434,506 | $ 3,557,225 | |
| Three Months Ended June 30, | ||
| --- | --- | --- |
| 2025 | 2024 | |
| Equity gain from joint venture | ||
| Canada | $ - | $ - |
| Türkiye | 18,633 | 309,802 |
| United States | - | - |
| Total equity gain from joint venture | $ 18,633 | $ 309,802 |
| Net (loss) income | ||
| Canada | $ (42,540) | $ (155,913) |
| Türkiye | (237,931) | (38,890) |
| United States | (2,464) | (101,747) |
| Total net loss | $ (282,935) | $ (296,550) |
15. Financial Instruments
Certain of the Company's financial assets and liabilities are measured at fair value and are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
- Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
- Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
- Level 3 – Inputs that are not based on observable market data.
As at June 30, 2025, and December 31, 2024, the Company did not have any financial assets or liabilities that are measured at fair value.
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Pasinex Resources Limited
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months ended June 30, 2025, and 2024
(Expressed in Canadian Dollars) (Unaudited)
16. Subsequent events
(a) Subsequent to June 30, 2025, Pasinex Canada received $50,000 from related party shareholders of the Company, which have been added to existing shareholder loan agreements.
(b) In July 2025, Pasinex issued 28,766,306 common shares in exchange for outstanding debt in the aggregate amount of $2,157,473 owing to certain insiders, other vendors and directors. The common shares were issued at a price of $0.075.
(c) On July 15, 2025, Pasinex announced a non-brokered private placement of common shares at a price of $0.075 per share, targeting aggregate gross proceeds of approximately $2,150,000.
(d) On August 1, 2025, the Company paid US$50,000 toward the Purchase Price for the Sarikaya project in Türkiye (see Note 6).
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