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Patterson Metals Corp. — Audit Report / Information 2025
Feb 24, 2026
47060_rns_2026-02-23_29437c18-29fe-44fa-abe3-dbd5f2818194.pdf
Audit Report / Information
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PATTERSON METALS CORP.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED OCTOBER 31, 2025 AND 2024
(IN CANADIAN DOLLARS)
E
manning elliott
17th floor, 1030 West Georgia St., Vancouver, BC, Canada V6E 2Y3
Tel: 604.714.3600 Fax: 604.714.3669 Web: manningelliott.com
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Directors of Patterson Metals Corp.
Opinion
We have audited the consolidated financial statements of Patterson Metals Corp. and its subsidiaries (the Company) which comprise:
- the consolidated statements of financial position as at October 31, 2025 and 2024;
- the consolidated statements of loss and comprehensive loss for the years then ended;
- the consolidated statements of changes in shareholders' equity for the years then ended;
- the consolidated statements of cash flows for the years then ended; and
- the notes to the consolidated financial statements, including material accounting policy information and other explanatory information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as at October 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.
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 Auditors' Responsibilities for the Audit of the consolidated financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
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.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 of the accompanying consolidated financial statements, which describes matters and conditions that indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended October 31, 2025. 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 are no other key audit matters to communicate in our report.
Other Information
Management is responsible for the other information. The other information comprises the Company's Management Discussion and Analysis to be filed with the relevant Canadian securities commissions.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
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 Accounting Standards as issued by the International Accounting Standards Board, 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 to 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.
Auditors' 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 auditors' 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 the 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 judgment 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 risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve 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 auditors' 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 auditors' 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.
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
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 auditors' 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.
The engagement partner on the audit resulting in this independent auditors' report is Artem Valeev.
Manning Elliott LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, British Columbia
February 19, 2026
PATTerson METALS CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(In Canadian Dollars)
As at
| October 31, 2025 | October 31, 2024 | |
|---|---|---|
| Assets | ||
| Current assets | ||
| Cash | $ 303,002 | $ 239,821 |
| GST receivable | 3,156 | 20,191 |
| 306,158 | 260,012 | |
| Non-current assets | ||
| Exploration and evaluation assets (note 3) | 1,179,736 | 889,736 |
| Total Assets | $ 1,485,894 | $ 1,149,748 |
| Liabilities | ||
| Current liabilities | ||
| Accounts payable and accrued liabilities | $ 45,750 | $ 56,810 |
| Total Liabilities | 45,750 | 56,810 |
| Shareholders' Equity | ||
| Share capital (note 4) | 6,342,153 | 5,895,462 |
| Contributed surplus (note 4) | 1,905,261 | 1,764,601 |
| Deficit | (6,807,270) | (6,567,125) |
| Total Shareholders' Equity | 1,440,144 | 1,092,938 |
| Total Liabilities and Shareholders' Equity | $ 1,485,894 | $ 1,149,748 |
Nature of business and going concern (Note 1)
Approved by the Board of Directors
Signed "Simon Cheng"
Director
Signed "Mark Ferguson"
Director
The accompanying notes are an integral part of these consolidated financial statements
PATTERSON METALS CORP.
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(In Canadian Dollars)
| Years ended October 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Expenses | ||
| Consulting fees (note 6) | $ 144,600 | $ 141,600 |
| Listing and filing fees | 9,568 | 27,226 |
| Marketing | - | 26,066 |
| Office and general | 23,657 | 20,671 |
| Professional fees (note 6) | 62,320 | 102,717 |
| Shareholder information | - | 4,100 |
| Net loss from operations | (240,145) | (322,380) |
| Other Items | ||
| Impairment of exploration and evaluation assets (note 3) | - | (21,500) |
| Interest income | - | 10,767 |
| Settlement of flow-through shares (note 8) | - | 66,000 |
| Loss and comprehensive loss | $ (240,145) | $ (267,113) |
| Weighted average number of common shares outstanding – basic and diluted | 6,196,736 | 5,426,321 |
| Basic and fully diluted loss per share | $ (0.04) | $ (0.05) |
The accompanying notes are an integral part of these consolidated financial statements
PATTerson METALS CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in Canadian Dollars)
| Number of shares | Share capital | Contributed surplus | Deficit | Total | |
|---|---|---|---|---|---|
| Balance – October 31, 2023 | 5,235,174 | $ 5,767,957 | $ 1,692,076 | $ (6,300,012) | $ 1,160,021 |
| Share issued for private placement | 220,000 | 286,000 | - | - | 286,000 |
| Fair value of warrants from flow-through shares | - | (66,773) | 66,773 | - | - |
| Share issue costs | - | (91,722) | 5,752 | - | (85,970) |
| Net loss for the year | - | - | - | (267,113) | (267,113) |
| Balance – October 31, 2024 | 5,455,174 | $ 5,895,462 | $ 1,764,601 | $ (6,567,125) | $ 1,092,938 |
| Share issued for private placement | 1,155,556 | 171,340 | 140,660 | - | 312,000 |
| Share issued for exploration and evaluation asset | 500,000 | 290,000 | - | - | 290,000 |
| Share issue costs | - | (14,649) | - | - | (14,649) |
| Net loss for the year | - | - | - | (240,145) | (240,145) |
| Balance – October 31, 2025 | 7,110,730 | $ 6,342,153 | $ 1,905,261 | $ (6,807,270) | $ 1,440,144 |
The accompanying notes are an integral part of these consolidated financial statements
PATTerson METALS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in Canadian Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash used in operating activities | ||
| Net loss | $ (240,145) | $ (267,113) |
| Items not involving cash: | ||
| Add (deduct) non-cash items | ||
| Write-down of exploration and evaluation assets | - | 21,500 |
| Flow-through premium liability | - | (66,000) |
| Changes in non-cash working capital: | ||
| GST receivable | 17,035 | (15,474) |
| Accounts payable and accrued liabilities | (11,060) | 37,285 |
| Due to related parties | - | (5,650) |
| (234,170) | (295,452) | |
| Cash used in investing activities | ||
| Exploration and evaluation assets | - | (287,409) |
| - | (287,409) | |
| Cash provided by financing activities | ||
| Shares issued for cash | 312,000 | 286,000 |
| Share issuance costs | (14,649) | (19,970) |
| 297,351 | 266,030 | |
| Change in cash | 63,181 | (316,831) |
| Cash, beginning | 239,821 | 556,652 |
| Cash, end | $ 303,002 | $ 239,821 |
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
During the year ended October 31, 2025 the Company:
- Recorded $140,660 as the fair value of 1,155,556 warrants issued in the private placement.
- Recorded $290,000 as the fair value of 500,000 shares issued for an exploration and evaluation asset.
- Recorded share issuance costs of $1,101 in accounts payable and accrued liabilities.
During the year ended October 31, 2024 the Company:
- Recorded share issuance costs of $5,752 from the fair value of 13,200 finder's warrants;
- Recorded share issuance costs of $66,000 as a flow through share premium liability in relation to a flow through financing.
The accompanying notes are an integral part of these consolidated financial statements
PATTerson METALS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In Canadian Dollars)
For the years ended October 31, 2025 and 2024
- NATURE OF BUSINESS
Nature of Business and Going Concern
Patterson Metals Corp. (formerly "Trench Metals Corp.") (the "Company") was incorporated under the Business Corporations Act (Alberta) on July 31, 2012. Effective November 4, 2020, the Company changed its business to a Tier 2 Mining Issuer and its name to Trench Metals Corp. from Trench Solutions Inc. and completed the continuation under the Business Corporations Act (British Columbia). On August 30, 2024, the Company changed its name to Patterson Metals Corp.
The Company is a publicly traded company with registered office of 2200 - 885 West Georgia Street, Vancouver, BC, V6C 3E8 and head office of 250 - 750 West Pender Street, Vancouver, BC, V6C 2T7. The Company's common shares were listed on the TSX Venture Exchange ("TSXV" or the "Exchange") under the symbol TMC and effective September 24, 2024, commenced trading under the symbol PAT. The Company is also listed on the OTCQB under the symbol NVTQF.
On September 24, 2024, all issued and outstanding common shares of the Company were consolidated on a 10:1 basis. All references to share, option, warrant and per share amounts have been retroactively restated to reflect the share consolidation.
These consolidated financial statements were approved by the Board of Directors on February 19, 2026.
These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of operations for the foreseeable future. As at October 31, 2025, the Company has an accumulated deficit of $6,807,270 and has generated negative cash flows from operations to date. All of these matters and conditions indicate the existence of a material uncertainty that may raise significant doubt about the Company's ability to continue as a going concern. The Company's ability to continue its operations and to realize assets at their carrying values is dependent upon obtaining additional financing and successfully generating positive cash flows from profitable operations.
These consolidated financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in these consolidated financial statements. Management's plans to meet the Company's current and future obligations are to raise equity capital through prospectus and private placements, rely on the financial support of its shareholders and parties related to the current shareholders, generate revenue from sales as well as explore other forms of financing that may be available to the Company.
- BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES
These consolidated financial statements including the comparatives have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"), and interpretations of the International Reporting Interpretation Committee ("IFRIC"), effective as of October 31, 2025.
Basis of consolidation
These consolidated financial statements include the financial statements of the Company and the entities controlled by the Company, Carter Lake Resource Corp. ("Carter Lake") and Pendleton Lake Exploration Corp. ("Pendleton Lake"). 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. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. All intercompany transactions and balances have been eliminated.
Functional and presentation currency
The functional and presentation currency of the Company and its subsidiaries is Canadian dollars.
Cash equivalents
Cash equivalents includes deposits held at call with financial institutions and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and subject to an insignificant risk of change in value. As at October 31, 2025, the Company had $Nil in cash equivalents (2024 - $Nil).
9
PATTerson METALS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In Canadian Dollars)
For the years ended October 31, 2025 and 2024
2. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES (continued)
Exploration and evaluation assets
Pre-exploration costs
Pre-exploration costs are expensed in the period in which they are incurred.
Exploration and evaluation expenditures
Once the legal right to explore a property has been acquired, all costs related to the acquisition, exploration and evaluation of exploration and evaluation assets are capitalized by property. These direct expenditures include such costs as materials used, surveying costs, drilling costs, payments made to contractors and depreciation on plant and equipment during the exploration phase. Costs not directly attributable to exploration and evaluation activities, including general and administrative overhead costs, are expensed in the period in which they occur.
The Company may occasionally enter into farm-out arrangements, whereby the Company will transfer part of a mineral interest, as consideration, for an agreement by the farmer to meet certain exploration and evaluation expenditures which would have otherwise been undertaken by the Company. The Company does not record any expenditures made by the farmer on its behalf. Any cash consideration received from the agreement is credited against the costs previously capitalized to the mineral interest given up by the Company, with any excess cash accounted for as a gain on disposal.
When a project is deemed to no longer have commercially viable prospects to the Company, exploration and evaluation expenditures in respect of that project are deemed to be impaired. As a result, those exploration and evaluation expenditure costs, in excess of estimated recoveries, are written down to profit or loss.
The Company assesses exploration and evaluation assets for impairment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount.
Once the technical feasibility and commercial viability of extracting the mineral resource has been determined, the property is considered to be a mine under development and is classified as "mines under construction." Exploration and evaluation assets are also tested for impairment before the assets are transferred to development properties.
As the Company currently has no operational income, any incidental revenues earned in connection with exploration activities are applied as a reduction to capitalized exploration costs.
Impairment of mineral properties
In accordance with the Company's accounting policy for its mineral properties, exploration and valuation expenditures on mineral properties are capitalized. There is no certainty that the expenditures made by the Company in the exploration of its property interest will result in discoveries of commercial quantities of minerals. The Company applies judgement to determine whether indicators of impairment exist for these capitalized costs.
Management uses several criteria in making this assessment, including the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditures on further exploration and evaluation of mineral properties are budgeted, and evaluation of the results of exploration and evaluation activities up to the reporting date.
Impairment of non-financial assets
At the end of each reporting period, the Company reviews the carrying amounts of its property and equipment and development costs to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash generating units, or otherwise they are allocated to the smallest group of cash generating units for which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
10
PATTerson METALS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In Canadian Dollars)
For the years ended October 31, 2025 and 2024
2. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES (continued)
Impairment of non-financial assets (continued)
If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash generating unit is reduced to its recoverable amount. An impairment loss is recognized immediately in the Consolidated Statement of Loss and Comprehensive Loss. Where an impairment loss subsequently reverses for assets with a finite useful life, the carrying amount of the asset or cash generating unit is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash generating unit in prior years.
A reversal of an impairment loss is recognized immediately in the Consolidated Statement of Loss and Comprehensive Loss.
Income taxes
Tax expense is comprised of current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that they relate to a business combination, or items recognized directly in equity or in other comprehensive loss.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for temporary differences relating to the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects either accounting nor taxable profit or loss. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, and the Company intends to settle tax liabilities and assets on a net basis or to realize the tax assets and liabilities simultaneously.
Deferred tax assets are recognized to the extent it is probable that future taxable profit will be available against which the temporary differences can be utilized.
Share-based payment transactions
The Company follows the fair value method of accounting for stock options. The fair value is measured at grant date and recognized over the period during which the options vest. The fair value of the options granted is measured using the Black Scholes option-pricing model, taking into account the terms and conditions upon which the options were granted. At the end of each reporting period, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest. Upon exercise the stock options, the consideration received plus the amount previously recorded in contributed surplus is recorded as an increase to share capital.
Foreign currency translation
Foreign currency denominated assets and liabilities are translated at the exchange rate prevailing at the date of the Consolidated Statement of Financial Position for monetary items. Non-monetary assets and liabilities are translated at the rates prevailing at the transaction date. Revenues and expenses are translated using exchange rates prevailing at the dates of the transaction. Any exchange gain or loss that arises on translation is included in the Consolidated Statement of Loss and Comprehensive Loss for the year.
Warrants
The Company accounts for warrants issued as part of a unit offering financing using the relative fair value method. Under this method, the value of warrants issued is measured at fair value at the issue date using the Black-Scholes Option-Pricing Model and recorded as share capital if and when the warrants are exercised.
Modification of share purchase warrants
The Company may modify the terms of share purchase warrants originally granted. When modifications exist, the Company will maintain the original fair value of the of the share purchase warrant.
PATTerson METALS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In Canadian Dollars)
For the years ended October 31, 2025 and 2024
2. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES (continued)
Financial instruments
Non-derivative financial instruments are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Non-derivative financial instruments are recognized initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs.
The Company's financial instruments include cash, accounts payable and due to related parties.
At initial recognition, all financial instruments are classified in one of the following categories depending on the purpose for which the instruments were acquired:
Financial assets
The Company will classify financial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss, based on its business model for managing the financial asset and the financial asset's contractual cash flow characteristics. The three categories are defined as follows:
a) Amortized cost - a financial asset is measured at amortized cost if both of the following conditions are met:
- the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and
- the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
The Company does not have any financial assets measured at amortized cost.
b) Fair value through other comprehensive income ("FVTOCI") - financial assets are classified and measured at FVTOCI if they are held in a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets. The Company does not have any financial assets classified as FVTOCI.
c) Fair value through profit or loss ("FVTPL") - any financial assets that are not held in one of the two business models mentioned are measured at FVTPL. The Company's cash is classified as FVTPL.
When and only when, the Company changes its business model for managing financial assets it must reclassify all affected financial assets.
Financial instruments
Financial liabilities
The Company's financial liabilities include accounts payable and due to related parties. The Company classifies its financial liabilities into one of two categories, depending on the purpose for which the asset was acquired. The Company's accounting policy for each category is as follows:
a) They are carried in the statements of financial position at fair value with changes in fair value recognized in the statements of loss and comprehensive loss. The Company does not have any financial liabilities classified as FVTPL.
b) Amortized cost - Financial liabilities that are not contingent consideration of an acquirer in a business combination, held for trading or designated as at FVTPL, are measured at amortized cost using the effective interest method, with interest expense recognized on an effective yield basis.
After initial recognition, an entity cannot reclassify any financial liability.
Impairment
The Company assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortized cost and FVTOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For other receivables, the Company applies the simplified approach permitted by IFRS 9 Financial Instruments, which requires expected lifetime losses to be recognized from initial recognition.
12
PATTerson METALS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In Canadian Dollars)
For the years ended October 31, 2025 and 2024
2. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICIES (continued)
Provisions
A provision is recognized 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 of the obligation 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, where appropriate, the risks specific to the liability.
Earnings (Loss) per share
Basic loss per share is calculated using the weighted-average number of common shares outstanding during the year. Diluted loss per share is computed using the treasury stock method. Stock options and warrants outstanding are not included in the computation of diluted loss per share if their inclusion would be anti-dilutive.
Significant accounting judgements and estimates
The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The key sources of these uncertainties that have a significant risk of causing material adjustment to the amounts recognized in the consolidated financial statements are discussed below:
Asset Acquisitions
The determination of whether a set of assets acquired and liabilities assumed constitute a business may require the Company to make certain judgments, taking into account all facts and circumstances. A business is presumed to be an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or economic benefits. The acquisition of Carter Lake and Pendleton Lake were treated as an asset acquisition (Note 3).
The Company measures the cost of non-cash stock-based compensation transactions with employees by reference to the fair value of the equity instruments. Estimating fair value for non-cash stock-based compensation transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining and making assumptions about the most appropriate inputs to the valuation model including the expected life, risk free interest rate, forfeiture rate, volatility and dividend yield of the share option. The Company measures the cost of non-cash stock-based compensation transactions with consultants by reference to the fair value of the services to be performed.
Management has determined that exploration, evaluation and related costs incurred which were capitalized may have future economic benefits and may be economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefits including geologic and other technical information, history of conversion of mineral deposits with similar characteristics to its own properties to proven and probable mineral reserves, scoping and feasibility studies, accessible facilities and existing permits.
The assessment of the Company's ability to continue as a going concern and to raise sufficient funds to pay its ongoing operation expenditures and to meet its liabilities for the ensuing year, involves significant judgement based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances.
13
PATTerson METALS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In Canadian Dollars)
For the years ended October 31, 2025 and 2024
- EXPLORATION AND EVALUATION ASSETS
| Spreckley Lake, SK, Canada | Carter Lake, SK, Canada | Pendleton Lake, SK, Canada | Total | |
|---|---|---|---|---|
| Balance, October 31, 2023 | $ 20,000 | $ 603,827 | $ - | $ 623,827 |
| Exploration Costs: | ||||
| Consulting and professional | 1,500 | - | - | 1,500 |
| Geophysical and field work | - | 285,909 | - | 285,909 |
| 21,500 | 889,736 | - | 911,236 | |
| Impairment | (21,500) | - | - | (21,500) |
| Balance, October 31, 2024 | - | 889,736 | - | 889,736 |
| Acquisition costs | - | - | 290,000 | 290,000 |
| Balance, October 31, 2025 | $ - | $ 889,736 | $ 290,000 | $ 1,179,736 |
Pendleton Lake Uranium Project
On March 31, 2025, the Company completed the acquisition of 100% of the shares of Pendleton Lake Exploration Corp., a privately held company that owns the rights to acquire the Pendleton Lake Uranium Project, situated in the Athabasca basin of Saskatchewan, Canada (the "Transaction").
In accordance with the terms of the Transaction, the Company issued 500,000 common shares to the vendor at a fair value of $290,000.
Pendleton Lake holds the rights to acquire the Pendleton Lake Uranium Project, subject to a 1% royalty on net smelter returns, by completing a series of exploration expenditures totaling $500,000. The expenditures must be incurred within five years, with at least $100,000 of the expenditures incurred in the first two years.
The acquisition of Pendleton Lake was treated as an asset acquisition. The fair value of the assets acquired and liabilities assumed as at date of acquisition were $nil.
Carter Lake Uranium Project
On September 14, 2023, the Company completed the acquisition of 100% of the shares of Carter Lake Resources Corp., a private British Columbia company that owns the Carter Lake Uranium Project, situated in the Athabasca basin of Saskatchewan, Canada (the "Transaction").
In accordance with the terms of the Transaction, the Company issued 260,000 common shares to the vendor at a fair value of $598,000.
The acquisition of Carter Lake was treated as an asset acquisition. The fair value of the assets acquired and liabilities assumed as at date of acquisition were $nil.
Spreckley Lake Uranium Project
On July 21, 2023, the Company entered into a property option agreement to acquire the Spreckley Lake Uranium Project in northern Saskatchewan.
Pursuant to the terms of the option, the Company is entitled to acquire the project in consideration for completion of a series of cash payments totaling $250,000 to the arm's length owner and incurring $150,000 of exploration expenditures on the project over a three-year year. Following exercise of the option, the Company will grant a 1% net smelter return royalty to the Vendor, which may be acquired back from the Vendor at any time in consideration of a cash payment of $1,000,000.
During the year ended October 31, 2024, the Company determined to no longer pursue exploration activities on the Spreckley Lake Uranium Property and accordingly wrote-down $21,500 of exploration and evaluation costs as at October 31, 2024.
14
PATTerson METALS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In Canadian Dollars)
For the years ended October 31, 2025 and 2024
4. SHARE CAPITAL
On September 24, 2024, all issued and outstanding common shares of the Company were consolidated on a 10:1 basis. All references to share, option, warrant and per share amounts have been retroactively restated to reflect the share consolidation.
(a) Capital
Authorized: unlimited Class A common shares
As at October 31, 2025, the Company had 7,110,730 shares issued and outstanding.
During the year ended October 31, 2025, the Company issued 500,000 common shares for an exploration and evaluation asset at a fair value of $290,000.
- During the year ended October 31, 2025, the Company closed a non-brokered private placement of 1,155,556 units at a price of $0.27 for proceeds of $312,000. Each unit consists of one common share and one common share purchase warrant. Each warrant entitles the holder to purchase one common share at a purchase price of $0.36 until June 6, 2028. The relative fair value of the warrants is $140,660 using the Black-Scholes option pricing model with the following assumptions: term of 3 year; expected volatility of 134.80%; risk-free rate of 2.77%; share price of $0.59 per share; and expected dividends of $nil. The Company paid $14,649 of cash share issuance costs in relation to the financing, of which $1,101 was payable as at October 31, 2025.
During the year ended October 31, 2024, the Company closed a non-brokered private placement of 220,000 flow-through units at a price of $1.30 for proceeds of $286,000. Each unit consists of one flow-through common share and one common share purchase warrant. Each warrant entitles the holder to purchase one common share at a purchase price of $2.00 until December 18, 2024. In relation to the private placement, the company paid $17,160 finder's fees and issued 13,200 finder's warrants at a fair value of $5,752 with similar terms. The Company recorded a flow through share premium liability of $66,000 and paid an additional $2,810 of cash share issuance costs in relation to the financing. The relative fair value of the warrants is $66,773 using the Black-Scholes option pricing model with the following assumptions: term of 1 year; expected volatility of 111.74%; risk-free rate of 4.77%; share price of $1.0 per share; and expected dividends of $nil.
(b) Stock option plan
The Company adopted an incentive stock option plan which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with TSXV requirements, grant to directors, officers, employees and technical consultants to the Company, non-transferable options to purchase Class A Common Shares, provided that the number of Class A Common Shares reserved for issuance will not exceed 10% of the issued and outstanding Class A Common Shares. Such options will be exercisable for a year of up to 10 years from the date of grant. Vesting terms will be determined at the time of grant by the Board of Directors.
The following table summarizes the continuity of stock options:
| Number of options | Weighted average exercise price $ | |
|---|---|---|
| Balance, October 31, 2023 | 328,600 | 3.00 |
| Expired | (328,600) | 3.00 |
| Exercisable at October 31, 2024 and 2025 | - | - |
(c) Warrants
A summary of the Company's warrant activity is as follows:
| Number of Warrants | Weighted Average Exercise Price ($) | |
|---|---|---|
| Outstanding October 31, 2023 | - | - |
| Issued | 233,200 | 2.00 |
| Outstanding October 31, 2024 | 233,200 | 2.00 |
| Issued | 1,155,556 | 0.36 |
| Expired | (233,200) | 2.00 |
| Outstanding October 31, 2025 | 1,155,556 | 0.36 |
PATTerson METALS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In Canadian Dollars)
For the years ended October 31, 2025 and 2024
5. FINANCIAL INSTRUMENTS AND RISK FACTORS
Financial Instruments and Fair Value Measurements
IFRS 13 – Fair Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Assets measured at fair value on a recurring basis were presented on the Company's consolidated statements of financial position are as follows:
| Fair Value Measurements Using | ||||
|---|---|---|---|---|
| Quoted Prices in Active Markets For Identical Instruments (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |
| October 31, 2025: Cash | $ 303,002 | $ - | $ - | $ 303,002 |
| October 31, 2024: Cash | $ 239,821 | $ - | $ - | $ 239,821 |
The Company's risk exposure and the impact on its financial instruments are summarized below:
Credit Risk
Credit risk is the risk of loss associated with counterparty's inability to fulfill its payment/contractual obligations. The Company has deposited the cash with reputable Canadian financial institutions, from which management believes the risk of loss is minimized. The Company continuously evaluates that financial condition and credit worthiness of all customers and potential customers in order to mitigate such risk. In the event that losses do occur, all impairments are recognized in income or loss.
Liquidity Risk
Liquidity risk management involves maintaining sufficient cash and cash equivalents and the availability of funding through an adequate amount of committed credit lines. The Company's approach to managing liquidity risk is to ensure that it has sufficient liquidity to meet liabilities when due. As at October 31, 2025, the Company has current assets of $306,158 (2024 - $260,012) to settle current financial liabilities of $45,750 (2024 - $56,810). Accounts payable generally have contractual maturities of 30 days and they are all current.
Interest Rate Risk
The Company's current policy is to invest excess cash in short-term guaranteed investment certificates issued by its banking institutions. The Company monitors the investments it makes and is satisfied with the credit ratings of its banks. The risk the Company will realize a loss as a result of a decline in the fair value of short-term deposits is limited due to the short-term nature of these investments.
Foreign Exchange Risk
The Company raises its capital in Canadian dollars. The Company holds its cash mainly in Canadian dollars. The Company minimizes its exposure to foreign currency risk by minimizing the amount of funds in currencies other than the Canadian dollar. The Company does not undertake currency hedging activities. The Company continuously monitors its exposure to foreign exchange risk to determine if any mitigation strategies warrant consideration.
PATTerson METALS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In Canadian Dollars)
For the years ended October 31, 2025 and 2024
6. RELATED PARTY TRANSACTIONS
The Company's related parties consist of its key management personnel. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, and consist of its directors and other members of key management personnel. The remuneration expense of directors and other members of key management personnel, or companies under their control, during the year was as follows:
| 2025 | 2024 | ||
|---|---|---|---|
| Professional fees | $ | 12,000 | $ 12,000 |
| Consulting fees | $ | 19,800 | $ 16,800 |
7. GEOGRAPHICAL SEGMENTED INFORMATION
All assets and liabilities of the Company are in Canada which is the geographical segment the Company operates in.
8. FLOW THROUGH SHARE PREMIUM LIABILITY
On December 18, 2023, the Company raised $286,000 through the issuance of 220,000 flow-through units at a price of $1.30 per unit. A flow-through liability of $66,000 was recognized on the issuance date. As of October 31, 2024, the Company has satisfied all its flow-through obligations arising from this financing.
9. COMMITMENTS
The Company is committed to making payments of $10,000 per month in consulting fees for a five-year term commencing on July 1, 2023 to a third party.
10. TAXES
The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 27% (2024 – 27%) to the effective tax rates for the year ended October 31, 2025 is described below.
| 2025 | 2024 | ||
|---|---|---|---|
| Loss before income taxes | $ | (240,145) | $ (267,113) |
| Expected income tax recovery | (64,839) | (72,121) | |
| Permanent and other differences | (3,956) | 69,177 | |
| Change in tax benefits not recognized | 68,795 | 2,944 | |
| Income tax expense | - | $ - |
The following table summarizes the components of deferred tax:
| 2025 | 2024 | ||
|---|---|---|---|
| Deferred tax assets | |||
| Non-capital losses carried forward | $ | 881,561 | $ 815,931 |
| Capital assets | 10,892 | 10,892 | |
| Exploration and evaluation assets | 116,455 | 116,455 | |
| Share issuance costs | 3,165 | - | |
| Deferred tax asset not recognized | (1,012,073) | (943,278) | |
| Net deferred tax asset | $ | - | $ - |
PATTerson METALS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In Canadian Dollars)
For the years ended October 31, 2025 and 2024
10. TAXES (continued)
The company has Canadian non-capital loss carry forwards of $3,265,043 Canadian dollars (2024 - $3,021,969) which begin to expire as follows:
| Canada | |
|---|---|
| 2034 | $ 28,731 |
| 2035 | 429,076 |
| 2036 | 374,468 |
| 2037 | 493,799 |
| 2039 | 254,090 |
| 2040 | 133,917 |
| 2041 | 670,895 |
| 2042 | 184,935 |
| 2043 | 140,445 |
| 2044 | 311,613 |
| 2045 | 243,074 |
| $ 3,265,043 |
Deferred tax assets and liabilities have been offset where they relate to income taxes levied by the same taxation authority and the Company has the legal right and intent to offset. Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets and liabilities have not been recognized in respect of the following deductible temporary differences as there is currently insufficient evidence that the deferred tax asset will be recovered.
18