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Perseverance Metals — Interim / Quarterly Report 2025
Nov 27, 2025
48539_rns_2025-11-27_8172625e-c152-4c29-955d-01babaa0d9fc.pdf
Interim / Quarterly Report
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8 Perseverance Metals The Power Within
Perseverance Metals Inc.
(An Exploration Stage Company)
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited - Prepared by Management)
(Expressed in Canadian Dollars)
Reader's Note:
These unaudited condensed interim consolidated financial statements of Perseverance Metals Inc. have been prepared by management and have not been reviewed by the Company's auditor
PERSEVERANCE METALS INC.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Unaudited - Prepared by Management)
(Expressed in Canadian dollars)
| Notes | As at September 30, 2025 $ | As at December 31, 2024 $ | |
|---|---|---|---|
| ASSETS | |||
| Current assets | |||
| Cash and cash equivalents | 1,720,657 | 814,436 | |
| Restricted cash | 4 | 2,600,932 | - |
| Receivables | 5 | 625,770 | 322,473 |
| Prepayments | 3 | 203,443 | 32,020 |
| Deferred transaction costs | 1 | 1,261,475 | 461,268 |
| Total current assets | 6,412,277 | 1,630,197 | |
| Non-current assets | |||
| Exploration and evaluation assets | 3 | 3,965,027 | 3,200,665 |
| Equipment | 12,082 | 14,475 | |
| Reclamation bonds | 3 | 73,781 | 43,167 |
| Total non-current assets | 4,050,890 | 3,258,307 | |
| TOTAL ASSETS | 10,463,167 | 4,888,504 | |
| LIABILITIES | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | 8 | 3,141,808 | 918,838 |
| Flow-through premium liability | 4 | 18,168 | 140,783 |
| TOTAL LIABILITIES | 3,159,976 | 1,059,621 | |
| EQUITY | |||
| Share capital | 4 | 11,757,040 | 6,297,170 |
| Shares to be issued | 2,600,932 | 1,260,420 | |
| Reserve | 4 | 504,648 | 408,792 |
| Deficit | (7,559,429) | (4,137,499) | |
| TOTAL EQUITY | 7,303,191 | 3,828,883 | |
| TOTAL LIABILITIES AND EQUITY | 10,463,167 | 4,888,504 | |
| Nature of operations and going concern | 1 | ||
| Subsequent events | 11 | ||
| On behalf of the Board: | |||
| “Michael Tucker” | Director | “Andrew Kaip” | Director |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
PERSEVERANCE METALS INC.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Unaudited - Prepared by Management)
(Expressed in Canadian dollars, except for share information)
| For the three months ended September 30, 2025 | For the three months ended September 30, 2024 | For the nine months ended September 30, 2025 | For the nine months ended September 30, 2024 | |
|---|---|---|---|---|
| Notes | $ | $ | $ | $ |
| Operating expenses | ||||
| Depreciation | 798 | 621 | 2,393 | 797 |
| Exploration and evaluation expenses | 3 | 3,860,481 | 2,367,858 | 4,208,289 |
| General and administrative expenses | 7 | 10,732 | 20,081 | 34,207 |
| Insurance | 5,057 | 5,318 | 15,593 | |
| Management fees and wages | 8 | 61,963 | 90,000 | 216,302 |
| Marketing and investor communications | 10,959 | 22,292 | 33,522 | |
| Professional fees | 8 | 23,798 | 207,959 | 228,396 |
| Share-based compensation | 4,8 | 23,128 | 51,592 | 86,899 |
| Travel costs | 1,544 | 7,173 | 3,357 | |
| Total operating expenses | (3,998,460) | (2,772,894) | (4,828,958) | |
| Other items | ||||
| Flow-through premium liability recovery | 4 | 1,282,255 | 1,049,155 | 1,370,221 |
| Foreign exchange loss | (738) | (3,116) | (5,868) | |
| Interest earned | 18,177 | 13,423 | 23,874 | |
| Government grants | - | - | 18,801 | |
| Net loss and comprehensive loss for the period | (2,698,766) | (1,713,432) | (3,421,930) | |
| Loss per common share | ||||
| Basic and fully diluted | (0.12) | (0.12) | (0.18) | |
| Weighed average number of common shares outstanding | 23,199,072 | 14,094,253 | 18,895,271 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
PERSEVERANCE METALS INC.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited - Prepared by Management)
(Expressed in Canadian dollars)
| Number of Shares | Share Capital $ | Shares to be issued $ | Reserve $ | Deficit $ | Total $ | |
|---|---|---|---|---|---|---|
| Balance, December 31, 2023 | 12,838,334 | 4,551,176 | 425,540 | 190,357 | (1,094,575) | 4,072,498 |
| Private placements | 667,104 | 600,394 | - | - | - | 600,394 |
| Private placements – flow-through shares | 754,222 | 1,221,840 | - | - | - | 1,221,840 |
| Flow-through premium liability | - | (543,040) | - | - | - | (543,040) |
| Share issuance cost | - | (46,066) | - | - | - | (46,066) |
| Shares issued for exploration and evaluation assets | 156,173 | 140,556 | - | - | - | 140,556 |
| Shares to be issued for exploration and evaluation assets | - | - | 488,671 | - | - | 488,671 |
| Shares issued for professional fees | 111,111 | 100,000 | - | - | - | 100,000 |
| Share-based compensation | - | - | - | 182,803 | - | 182,803 |
| Net loss and comprehensive loss for the period | - | - | - | - | (2,793,954) | (2,793,954) |
| Balance, September 30, 2024 | 14,526,944 | 6,024,860 | 914,211 | 373,160 | (3,888,529) | 3,423,702 |
| Balance, December 31, 2024 | 14,795,867 | 6,297,170 | 1,260,420 | 408,792 | (4,137,499) | 3,828,883 |
| Share subscriptions received in advance | - | - | 2,600,932 | - | - | 2,600,932 |
| Private placements | 2,593,890 | 1,662,084 | (210,000) | - | - | 1,452,084 |
| Private placements – flow-through shares | 3,898,769 | 3,586,868 | - | - | - | 3,586,868 |
| Flow-through premium liability | - | (1,247,606) | - | - | - | (1,247,606) |
| Share issuance costs | - | (356,258) | - | 8,957 | - | (347,301) |
| Shares issued for exploration and evaluation assets | 2,342,834 | 1,814,782 | (1,050,420) | - | - | 764,362 |
| Share-based compensation | - | - | - | 86,899 | - | 86,899 |
| Net loss and comprehensive loss for the period | - | - | - | - | (3,421,930) | (3,421,930) |
| Balance, September 30, 2025 | 23,631,360 | 11,757,040 | 2,600,932 | 504,648 | (7,559,429) | 7,303,191 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
PERSEVERANCE METALS INC.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - Prepared by Management)
(Expressed in Canadian dollars)
| For the nine months ended September 30, 2025 | For the nine months ended September 30, 2024 | |
|---|---|---|
| $ | $ | |
| CASH FLOWS FROM (TO) OPERATING ACTIVITIES | ||
| Net loss and comprehensive loss for the period | (3,421,930) | (2,793,954) |
| Items not involving cash: | ||
| Depreciation | 2,393 | 797 |
| Flow-through premium liability recovery | (1,370,221) | (1,132,417) |
| Share-based compensation | 86,899 | 182,803 |
| Shares issued for professional fees | - | 100,000 |
| Unrealised foreign exchange loss | 6,272 | 2,822 |
| Changes in non-cash working capital items: | ||
| Accounts payable and accrued liabilities | 1,802,303 | 1,324,675 |
| Prepayments | (171,423) | 130,040 |
| Receivables | (303,297) | (133,236) |
| Net cash used in operating activities | (3,369,004) | (2,318,470) |
| CASH FLOWS TO INVESTING ACTIVITIES | ||
| Acquisition of exploration and evaluation assets | - | (550) |
| Purchase of equipment | - | (12,421) |
| Advance for reclamation bond | (33,106) | - |
| Net cash used in investing activities | (33,106) | (12,971) |
| CASH FLOWS FROM (TO) FINANCING ACTIVITIES | ||
| Deferred transaction costs | (358,044) | (162,535) |
| Funds received on private placements | 5,038,952 | 1,822,234 |
| Share issuance costs | (368,111) | (37,224) |
| Net cash provided by financing activities | 4,312,797 | 1,622,475 |
| Net change in cash and cash equivalents for the period | 910,687 | (708,966) |
| Impact of foreign exchange on cash and cash equivalents | (4,466) | (3,419) |
| Cash and cash equivalents at the beginning of the period | 814,436 | 2,504,517 |
| Cash and cash equivalents at the end of the period | 1,720,657 | 1,792,132 |
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
| Change in deferred transaction costs included in accounts payable and accrued liabilities | 442,163 | - |
| Change in share issuance costs included in accounts payable and accrued liabilities | (20,810) | - |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
PERSEVERANCE METALS INC.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited - Prepared by Management)
(Expressed in Canadian dollars)
1. NATURE OF OPERATIONS AND GOING CONCERN
Perseverance Metals Inc. (the "Company" or "Perseverance Metals") was incorporated under the Business Corporations Act (British Columbia) on March 24, 2022, and is an exploration stage company. The Company's principal purpose is the identification, acquisition, and exploration of mineral properties. The Company's principal place of business is Suite 405, 375 Water St, Vancouver, British Columbia, V6B 5C6, Canada.
These condensed interim consolidated financial statements are prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company is in the process of exploring its exploration and evaluation assets and has not yet determined whether those properties contain ore reserves that are economically recoverable. The recoverability of the amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to fund property commitments and to complete the exploration and development of the properties and upon achieving future profitable production or proceeds from the disposition thereof.
The Company continues to incur operating losses and has historically financed its activities primarily through the issuance of common shares. During the nine months ended September 30, 2025, the Company completed private placements to raise total gross proceeds of $5,248,952, $210,000 of which were received in December 2024 (during the year ended December 31, 2024, the Company completed private placements to raise proceeds of 2,135,490) (Note 4). While the Company has been successful in securing financing, there is no assurance that it will be able to do so in the future or on terms that are favourable to the Company. The Company has an accumulated deficit of $7,559,429 as at September 30, 2025 (December 31, 2024 – $4,137,499) and recognized a net loss and comprehensive loss of $3,421,930 for the nine months ended September 30, 2025 (2024 – $2,793,954). During the nine months ended September 30, 2025, the Company's cash used in operating activities was $3,369,004 (2024 – $2,318,470). These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. These condensed interim consolidated financial statements do not give effect to adjustments, if any, that would be necessary should the Company be unable to continue as a going concern. If the going concern assumption was not used, then the adjustments required to report the Company's assets and liabilities on a liquidation basis could be material to these condensed interim consolidated financial statements.
During the period ended September 30, 2025, the Company continued to prepare for its go-public process ("Go-Public Transaction") and listing on a recognized stock exchange. As at September 30, 2025, the Company accumulated $1,261,475 in professional fees and listing costs related to its preparation for Go-Public Transaction (2024 – $461,268). These costs are presented as deferred transaction costs on the Company's condensed interim consolidated statement of financial position and are expected to be offset against the Go-Public Transaction proceeds upon its completion.
Subsequent to September 30, 2025, on October 14, 2025, the Company's common shares commenced trading on the TSX Venture Exchange ("TSXV") under the symbol "PMI.V", following the completion of the Go-Public Transaction, raising approximately $8.2 million in gross proceeds. The successful listing provides the Company with enhanced access to public equity markets, however, the Company remains in the exploration stage and will require additional financing to fund future exploration and corporate activities. As such, the management has determined that a material uncertainty regarding the Company's ability to continue as a going concern continues to exist.
PERSEVERANCE METALS INC.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited - Prepared by Management)
(Expressed in Canadian dollars)
2. BASIS OF PRESENTATION
Statement of Compliance
These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard ("IAS") 34 – Interim Financial Reporting using accounting policies consistent with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and Interpretations of the IFRS Interpretations Committee ("IFRIC"). These condensed interim consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements as at and for the year ended December 31, 2024. The accounting policies adopted are consistent with those of the previous financial year.
These condensed interim consolidated financial statements have been authorized for issue by the Board of Directors of the Company on November 26, 2025.
Principles of Consolidation
These condensed interim consolidated financial statements incorporate the accounts of the Company and the Company's 100% subsidiary, Perseverance Metals (US) Inc., existing under the laws of the State of Delaware, USA, as at September 30, 2025.
Basis of Measurement and Presentation
These condensed interim consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments that are measured at fair value. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.
These condensed interim consolidated financial statements are presented in Canadian dollars, unless otherwise noted, which is also the Company's functional currency.
Significant Estimates and Judgements
The preparation of these condensed interim consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, and expenses. Actual results may differ significantly from these estimates.
The significant judgments made by management in applying the Company's accounting policies and key sources of estimation uncertainty were the same as those applied to the annual audited consolidated financial statements for the year ended December 31, 2024.
3. EXPLORATION AND EVALUATION ASSETS
Lac Gayot Project
The Company has an option on the Lac Gayot nickel-copper-cobalt-PGM Project ("Lac Gayot"), located in Quebec, Canada, from Electric Elements Mining Corp. ("EEM"), a wholly owned subsidiary of Osisko Development Corp. (ODV-TSXV) ("the EEM Option Agreement").
The EEM Option Agreement includes the following commitments:
- Initial equity and top-up rights: Issuing to EEM, and subsequently maintaining, a 9.9% ownership in the equity of Perseverance Metals until the earlier of (a) the expiry of the option period, (b) the date the Company has issued equity in the aggregate amount of $15,000,000 (completed subsequent to the period ended September 30, 2025 (Note 11)), or (c) the completion of $10,000,000 in exploration expenditures on Lac Gayot. As part of the initial equity and further pursuant to the top-up rights, the Company has issued a total 2,339,504 common shares, of which 874,714 common shares were issued during the nine months ended September 30, 2025 (Note 4).
PERSEVERANCE METALS INC.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited - Prepared by Management)
(Expressed in Canadian dollars)
- Exploration commitment: A 100% ownership of the project will be earned after incurring $10,000,000 in work expenditures including 10,000 metres of drilling on Lac Gayot on or before December 31, 2027, of which $2,500,000 expenditures were required on or before December 31, 2024 (completed). A 51% ownership interest will be earned after $5,000,000 in exploration expenditures have been completed, including 5,000 metres of drilling.
- $250,000 payable on completion of a Preliminary Economic Assessment.
Pursuant to the EEM Option Agreement, the Company acknowledges the existence of pre-existing combined 4% royalties on the property.
Voyageur Project
In July 2023, the Company acquired an exclusive option until December 31, 2025 to earn a 100% interest in the Voyageur nickel-copper-cobalt-PGM Project ("Voyageur"), located in Michigan, USA, through entering into an option agreement with Altius Resources Michigan Inc., a wholly-owned subsidiary of Altius Minerals Corp., ("Altius") and Trans Superior Resources Inc. and Voyageur Lands Corp., each a wholly-owned subsidiary of Bitterroot Resources Inc. ("Bitterroot") ("the Altius and Bitterroot Option Agreement").
The Altius and Bitterroot Option Agreement includes the following commitments:
- Initial equity: Issuing to Altius and Bitterroot a total of 20% ownership in the equity of Perseverance Metals, to be distributed based on their pro-rata ownership of Voyageur. During 2023, the Company issued 1,917,319 common shares as the initial part of this equity issuance commitment (Note 4).
- Exploration commitment: Incurring $2,000,000 in exploration expenditures on Voyageur before November 15, 2026, extended from December 31, 2025, including $250,000 within the first 12 months (completed on July 27, 2024).
- Financing commitment and top-up rights: Raising aggregate gross proceeds of $5,000,000 within 18 months (the "Equity Financings"), with Altius and Bitterroot retaining a combined 20% carried interest on any common shares issued pursuant to the Equity Financings. During the nine months ended September 30, 2025, the Company issued a total of 1,468,120 common shares pursuant to Altius and Bitterroot top-up rights, valued at $1,219,692 (Note 4), including shares triggered by the extension and further removal of the go-public commitment (as described below). Aggregate gross proceeds of $5,000,000 in Equity Financings were completed with the Company's Go-Public Subscription Receipt Financing.
- Go-public commitment: Perseverance Metals becoming a reporting issuer in Canada within 18 months, subject to a conditional 6-month extension. During the nine months ended September 30, 2025, the Company extended the going public deadline by providing a written notice and issuing 141,342 common shares to Altius and 140,778 common shares to Bitterroot as penalty shares, and further removed the go-public commitment by issuing additional 141,342 common shares to Altius and 140,778 common shares to Bitterroot (Note 4).
- A total of $2,500,000 payable to Altius and Bitterroot on completion of a Pre-Feasibility Study meeting the standards of NI 43-101.
As part of the Altius and Bitterroot Option Agreement, the Company purchased a performance bond from the Michigan government in the amount of US$30,000. During the nine months ended September 30, 2025, the Company added another US$20,000 of bonding with the Michigan Department of Natural Resources and a further US$3,000 of related collateral with the Bank of Montreal ("BMO").
Armit Lake Project
The Company has 100% ownership of the Armit Lake nickel-copper-cobalt-PGM Project ("Armit Lake"), located in Ontario, Canada. Armit Lake is comprised of a total of 164 claims, acquired through a combination of staking and acquisition from third parties (the "Armit Lake Vendors"). The Armit Lake Vendors hold a 2% net smelter returns ("NSR") royalty on most of the Armit Lake claims, with the right for the Company to purchase back a
PERSEVERANCE METALS INC.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited - Prepared by Management)
(Expressed in Canadian dollars)
1% NSR royalty at any time for $1,500,000, payable in cash or, at the election of the Armit Lake Vendors, in common shares of the Company.
The balances and summary of the continuity of the exploration and evaluation assets are as follows:
| Voyageur $ | Gayot $ | Armit $ | Total $ | |
|---|---|---|---|---|
| Balance, December 31, 2024 | 2,100,666 | 939,674 | 160,325 | 3,200,665 |
| Additions: issuance of common shares | 169,272 | 595,090 | - | 764,362 |
| Balance, September 30, 2025 | 2,269,938 | 1,534,764 | 160,325 | 3,965,027 |
Exploration and evaluation expenses
Details of the exploration and evaluation expenses incurred during the nine months ended September 30, 2025, were as follows:
| Gayot $ | Voyageur $ | Armit $ | Other $ | Total $ | |
|---|---|---|---|---|---|
| Claim maintenance | 21,615 | 19,214 | - | 9,307 | 50,136 |
| Consulting | 169,656 | 35,926 | 30,371 | 12,277 | 248,230 |
| Desktop data compilation and analysis | 51,575 | - | - | - | 51,575 |
| Drilling | 2,418,079 | - | - | - | 2,418,079 |
| Geological field exploration | 959,943 | - | - | - | 959,943 |
| Ground geophysics | 314,030 | - | - | - | 314,030 |
| Mineral rights - research and acquisition | - | 28,555 | - | - | 28,555 |
| Taxes and other | - | - | - | 25,185 | 25,185 |
| Technical reports | 2,434 | 792 | - | 1,498 | 4,724 |
| Travel, logistics and other admin support | 105,342 | 1,511 | - | 979 | 107,832 |
| Total | 4,042,674 | 85,998 | 30,371 | 49,246 | 4,208,289 |
Details of the exploration and evaluation expenses incurred during the nine months ended September 30, 2024, were as follows:
| Gayot $ | Voyageur $ | Armit $ | Other $ | Total $ | |
|---|---|---|---|---|---|
| Airborne geophysics | 362,943 | 6,651 | 287,604 | - | 657,198 |
| Claim maintenance | 23,840 | 20,671 | - | - | 44,511 |
| Consulting | 999 | 7,510 | 7,800 | 142,073 | 158,382 |
| Desktop data compilation and analysis | - | 13,264 | - | - | 13,264 |
| Geological field exploration | 1,727,051 | 734 | 227 | 242 | 1,728,254 |
| Ground geophysics | 115,000 | 128,698 | - | - | 243,698 |
| Mineral rights - research and acquisition | - | 52,731 | - | - | 52,731 |
| Remote sensing | 37,834 | - | 16,667 | 12,545 | 67,046 |
| Sampling and assaying | - | 4,807 | 3,344 | - | 8,151 |
| Technical reports | 18,818 | 4,516 | - | - | 23,334 |
| Travel, logistics and other admin support | 11,536 | 5,300 | - | 4,245 | 21,081 |
| Total | 2,298,021 | 244,882 | 315,642 | 159,105 | 3,017,650 |
As at September 30, 2025, $202,351 of the exploration and evaluation expenses were included in prepayments on the consolidated statements of financial position (December 31, 2024 - $26,786).
PERSEVERANCE METALS INC.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited - Prepared by Management)
(Expressed in Canadian dollars)
4. SHARE CAPITAL
Authorized
The authorized share capital of the Company consists of an unlimited number of common shares without par value.
Issued and Outstanding
As at September 30, 2025, there were 23,631,360 common shares of the Company outstanding (2024 - 14,795,867).
Common shares issued for exploration and evaluation assets
On January 24, 2025, the Company issued 594,186 common shares to Altius, 591,814 to Bitterroot, and 156,137 to EEM, pursuant to the top-up rights provisions within the Altius, Bitterroot and EEM Option Agreements respectively.
On April 23, 2025, the Altius and Bitterroot Option Agreement was amended to a) remove the go-public commitment and b) extend the $2,000,000 expenditure requirement from December 31, 2025 to November 15, 2026. In consideration of these amendments, an additional 10% penalty shares were issued to Bitterroot (140,778 shares) and Altius (141,342 shares). In connection with this issuance and the June 2025 and September Private Placements described below, a total of 718,577 shares were issued to EEM to maintain their contractual 9.9% ownership in the Company pursuant to the EEM Option Agreement.
January 2025 Private Placement
During January 2025, the Company completed a non-brokered private placement of 235,000 common shares at a price of $1.05 per common share for gross proceeds of $246,750, $210,000 of which were received in December 2024 and were recognized as shares to be issued as at December 31, 2024.
In connection with January 2025 Private Placement, the Company incurred share issuance costs of $1,072.
June 2025 Private Placement
On June 19, 2025, the Company completed a non-brokered private placement to raise total gross proceeds of $4,618,869, by issuing 5,840,993 common shares of the Company and 5,840,993 common share purchase warrants ("Warrants"), comprising of:
- 2,358,890 units (the "Units") issued at a price of $0.60 per Unit for gross proceeds of $1,415,334, with each Unit comprising of one common share of the Company and one Warrant.
- 3,482,103 charity flowthrough ("CFT") Units issued at a price of $0.92 per CFT Unit for gross proceeds of $3,203,535, with each CFT Unit comprised of one flow-through common share and one Warrant issued as part of a charity arrangement.
Each Warrant entitles the holder to purchase, for a period of 36 months from the date of issuance, one additional common share of the Company at an exercise price of $0.90 per Warrant. The Company is entitled to acceleration rights.
In connection with June 2025 Private Placement, the Company incurred share issuance costs, totaling $336,028, including cash commissions to certain finders and professional fees. The Company also issued 28,000 finder's warrants (the "Finder's Warrants") valued at $8,957. Each Finder's Warrant entitles the holders thereof to purchase an additional common share of the Company at a price of $0.60 for a period of 24 months from the date of issuance, subject to the acceleration clause. The fair value attributed to the finder's warrants was determined using the Black-Scholes option pricing model using the following assumptions: expected life of two years, risk free interest rate of 2.68%, and volatility rate of 100%.
PERSEVERANCE METALS INC.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited - Prepared by Management)
(Expressed in Canadian dollars)
September 2025 Private Placement
On September 24, 2025, the Company completed a non-brokered private placement of 416,666 CFT Units issued at a price of $0.92 per CFT Unit for gross proceeds of $383,333, with each CFT Unit comprised of one flow-through common share and one Warrant issued as part of a charity arrangement.
Each Warrant entitles the holder to purchase, for a period of 36 months from the date of issuance, one additional common share of the Company at an exercise price of $0.90 per Warrant. The Company is entitled to acceleration rights.
In connection with September 2025 Private Placement, the Company incurred share issuance costs, totaling $10,201, including cash commissions to certain finders and professional fees.
Go-Public Subscription Receipt Financing
In connection with the Go-Public Transaction, on September 5, 2025, the Company closed a non-brokered private placement of subscription receipts (the "Go-Public Subscription Receipt Financing") for aggregate gross proceeds of $3,186,398. The Go-Public Subscription Receipt Financing comprised of:
- 3,167,323 subscription receipts (the "HD Subscription Receipts") at a price of $0.60 per HD Subscription Receipt for gross proceeds of $1,900,394;
- 1,148,110 flow-through subscription receipts (the "FT Subscription Receipts") at a price of $0.65 per FT Subscription Receipt for gross proceeds of $746,272; and
- 586,666 flow-through subscription receipts (the "CFT Subscription Receipts" and collectively with HD Subscription Receipts and FT Subscription Receipts, the "Subscription Receipts") as part of a charity arrangement at a price of $0.92 per CFT Subscription Receipt for gross proceeds of $539,733.
Subsequent to the period ended September 30, 2025, upon completion of the Go-Public Transaction, each Subscription Receipt was exchanged, without payment or any additional consideration and without any further action by the holders thereof, into one unit, with each of the Subscription Receipts units comprising of one common share and one-half of a Warrant (a "Subscription Receipts Unit") (Note 11). As at September 30, 2025, the Company received Subscription Receipts of $2,600,932 and such funds were held in escrow.
Flow-through share premium liability
The premiums received on the issuance of flow-through ("FT") shares during the Equity Financings (individually, the "Charity FT shares", "Québec FT shares", and "National FT shares") were recognized as a liability on the Company's condensed interim consolidated statements of financial position. The continuity of the flow-through premium liability was as follows:
| Flow-through premium liability continuity | Charity FT shares | Québec FT shares | National FT shares | Total |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Balance, December 31, 2024 | - | 73,392 | 67,391 | 140,783 |
| Flow-through premium liability recognized | 1,247,606 | - | - | 1,247,606 |
| Recognized to profit or loss upon incurring qualifying expenditures | (1,229,438) | (73,392) | (67,391) | (1,370,221) |
| Balance, September 30, 2025 | 18,168 | - | - | 18,168 |
As at September 30, 2025, the Company is committed, on a best-efforts basis, to incur an aggregate of approximately $0.05 million in qualifying flow-through expenditures, which remain to be spent.
PERSEVERANCE METALS INC.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited - Prepared by Management)
(Expressed in Canadian dollars)
Common shares issued for exploration and evaluation assets
Since incorporation, common shares have been issued for exploration and evaluation assets at estimated share prices prevailing at each date of issuance, resulting in the following aggregate fair values being recorded:
| Reason | Date | Number of shares | Share price $ | Fair value $ |
|---|---|---|---|---|
| Gayot project acquisition | December 19, 2022 | 549,392 | 0.50 | 274,696 |
| Armit project acquisition | May 26, 2023 | 210,000 | 0.50 | 105,000 |
| Voyageur project acquisition | July 27, 2023 | 1,917,319 | 0.50 | 958,660 |
| Voyageur top-up shares issued | January 24, 2025 | 1,186,000 | 0.89 | 1,050,420 |
| Voyageur top-up shares issued | April 4, 2025 | 282,120 | 0.60 | 169,272 |
| Gayot top-up shares issued: | ||||
| Jan-Feb 2023 private placement | February 3, 2023 | 186,792 | 0.50 | 93,396 |
| Armit project acquisition | May 26, 2023 | 23,074 | 0.50 | 11,537 |
| Voyageur project acquisition | July 28, 2023 | 210,671 | 0.50 | 105,336 |
| Sep 2023 private placement | November 24, 2023 | 35,821 | 0.75 | 26,866 |
| Nov 2023 private placement | November 24, 2023 | 258,652 | 0.80 | 206,922 |
| Advisory fees shares | December 1, 2023 | 6,593 | 0.80 | 5,274 |
| Jul 2024 private placement | July 18, 2024 | 73,300 | 0.90 | 65,970 |
| Jul 2024 private placement | July 25, 2024 | 82,873 | 0.90 | 74,586 |
| Professional fees shares | October 21, 2024 | 12,208 | 0.90 | 10,987 |
| Dec 2024 private placement | December 30, 2024 | 25,414 | 1.05 | 26,685 |
| Jan 2025 private placement and Voyageur top-up shares issued | January 24, 2025 | 156,137 | 1.05 | 163,944 |
| Voyageur top-up shares issued | April 4, 2025 | 30,999 | 0.60 | 18,599 |
| Jun 2025 private placement | June 19, 2025 | 641,796 | 0.60 | 385,078 |
| Sep 2025 private placement | September 24, 2025 | 45,782 | 0.60 | 27,469 |
| Total | 5,934,943 | 3,780,697 |
Stock Options
Pursuant to a rolling equity incentive compensation plan (the "Omnibus Equity Compensation Plan") for directors, officers, employees, and consultants, the Company may reserve a maximum of 10% of the issued and outstanding common shares. The term of stock options granted under the Omnibus Equity Compensation Plan may not exceed five years and such options vest at terms to be determined by the board of directors at the time of the grant, with the exercise price to be determined on the date of issuance of the stock options, but shall not be less than the market value of such common shares on the day immediately preceding the grant date of the stock option.
The following table summarizes the continuity of stock options:
| Number of options | Weighted average exercise price $ | |
|---|---|---|
| Outstanding, December 31, 2024 and September 30, 2025 | 1,205,000 | 0.56 |
| Exercisable, December 31, 2024 | 545,000 | 0.53 |
| Exercisable, September 30, 2025 | 846,250 | 0.54 |
PERSEVERANCE METALS INC.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited - Prepared by Management)
(Expressed in Canadian dollars)
As at September 30, 2025, the following stock options were outstanding and exercisable:
| Expiry date | Number of options | Exercise price | Remaining contractual life, years | |
|---|---|---|---|---|
| Exercisable | Outstanding | $ | ||
| September 1, 2028 | 731,250 | 975,000 | 0.50 | 2.92 |
| April 25, 2029 | 115,000 | 230,000 | 0.80 | 3.57 |
| 846,250 | 1,205,000 | 0.56 | 3.05 |
Warrants
The following table summarizes the continuity of the Company's warrants:
| Number of warrants | Weighted average exercise price $ | |
|---|---|---|
| Outstanding and exercisable, December 31, 2024 | 200,000 | 0.80 |
| Finder's Warrants issued | 28,000 | 0.60 |
| Warrants issued | 6,257,659 | 0.90 |
| Outstanding and exercisable, September 30, 2025 | 6,485,659 | 0.90 |
As at September 30, 2025, the following warrants were outstanding and exercisable:
| Expiry date | Number of warrants | Exercise price $ | Remaining contractual life, years |
|---|---|---|---|
| June 1, 2026 | 200,000 | 0.80 | 0.67 |
| June 19, 2027 | 28,000 | 0.60 | 1.72 |
| June 19, 2028 | 5,840,993 | 0.90 | 2.72 |
| September 24, 2028 | 416,666 | 0.90 | 2.99 |
| 6,485,659 | 0.90 | 2.67 |
During the nine months ended September 30, 2025, the Company issued 6,257,659 Warrants, and 28,000 Finder's Warrants as part of the June and September 2025 Private Placements.
Share-Based Compensation
Total share-based compensation expense during the three and nine months ended September 30, 2025, was $23,128 and $86,899 (2024 - $51,592 and $182,803) respectively due to the graded vesting of the stock options granted.
12
PERSEVERANCE METALS INC.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited - Prepared by Management)
(Expressed in Canadian dollars)
5. RECEIVABLES
As at September 30, 2025, receivables comprised of the following:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Receivables: | ||
| GST/HST receivable | 236,435 | 132,558 |
| QST receivable | 389,335 | 131,567 |
| Other tax credits | - | 58,348 |
| 625,770 | 322,473 |
6. FINANCIAL INSTRUMENTS
Financial instruments measured at fair value 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 included within level 1 that are observable for the asset or liability either directly or indirectly; and
Level 3 – Inputs that are not observable for the asset or liability.
| Fair value hierarchy | September 30, 2025 | December 31, 2024 | |
|---|---|---|---|
| $ | $ | ||
| Financial assets at amortized cost | |||
| Cash and cash equivalents | Level 1 | 1,720,657 | 814,436 |
| Restricted cash | Level 1 | 2,600,932 | - |
| 4,321,589 | 814,436 |
The carrying values of the Company's reclamation bond on exploration and evaluation assets and accounts payable and accrued liabilities approximate their fair values due to the market rates of interest attached and or due to their short-term nature.
Management of financial risks
The Company has exposure to the following risks from its financial instruments: credit risk, liquidity risk and market risk. Management and Board of Directors monitor risk management activities and review the adequacy of such activities.
Credit risk:
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company's maximum exposure to credit risk is limited to the carrying values of cash and cash equivalents, restricted cash and reclamation bonds shown on its consolidated statement of financial position, which totaled $4,395,370 as at September 30, 2025 (December 31, 2024 - $857,603). The cash and cash equivalents are held with high credit quality financial institutions; management considers the risk of loss on these financial instruments to be minimal.
Liquidity risk:
Liquidity risk is the risk that the Company is not able to meet its financial obligations as they fall due. As at September 30, 2025, the Company had a working capital of $3,252,301 (December 31, 2024 - $570,576).
PERSEVERANCE METALS INC.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited - Prepared by Management)
(Expressed in Canadian dollars)
The Company is in exploration stage and does not generate operating cash flows. Accordingly, it relies on external financing to fund its operations.
On October 14, 2025, subsequent to the period end, the Company completed its Go-Public Subscription Receipt Financing, which combined with the financings described above, raised gross proceeds of $8.2 million. Management expects that the net proceeds from the funds raised will strengthen the Company's liquidity position and provide funding for planned exploration activities and general corporate expenditures.
Despite the improved liquidity following the Go-Public Transaction, the Company will continue to require additional financing in the future to advance its exploration projects and sustain ongoing operations. There can be no assurance that such financing will be available on terms acceptable to the Company or at all.
The Company's approach to managing liquidity risk is to endeavor to ensure that it will have sufficient liquidity to meet liabilities when they fall due. The Company's financial liabilities are short-term in nature, due on demand and subject to normal trade terms. The Company's management of liquidity risk has not changed materially from that of the prior periods other than the enhanced access to capital markets resulting from its public listing.
Market risk:
Market risk is the risk that the fair values or future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk consists of foreign currency risk, interest rate risk and other price risk.
- Foreign currency risk:
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign currency exchange rates. The Company maintains its cash reserves in Canadian dollars and United States dollars (USD). As at September 30, 2025, cash held in banks were almost exclusively denominated in Canadian dollars.
As at September 30, 2025, the Company had certain monetary items denominated in the USD. Based on these net exposures, a 10% appreciation or depreciation of the Canadian dollar against the USD would result in an increase or a decrease of approximately $7,228 in the Company's net loss.
- Interest rate risk
Interest rate risk is the risk arising from the effect of changes in prevailing interest rates on the Company's financial instruments. The Company holds its cash and cash equivalents, and a reclamation bond on which it earns variable rates of interest and may therefore be subject to a certain amount of risk, though this risk is immaterial.
- Other price risk:
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or foreign currency risk). The management believes this risk to be immaterial.
PERSEVERANCE METALS INC.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited - Prepared by Management)
(Expressed in Canadian dollars)
7. GENERAL AND ADMINISTRATION EXPENSES
General and administration expenses recognized in the consolidated statements of loss and comprehensive loss are comprised of the following:
| For the three months ended September 30, 2025 | For the three months ended September 30, 2024 | For the nine months ended September 30, 2025 | For the nine months ended September 30, 2024 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Rent | 6,000 | 7,500 | 18,000 | 17,500 |
| Bank charges | 1,468 | 1,586 | 4,834 | 4,781 |
| Software and licenses | 1,973 | 8,788 | 7,300 | 29,200 |
| Office supplies | 28 | 828 | 793 | 3,463 |
| Other general and administrative expenses | 1,263 | 1,379 | 3,280 | 8,338 |
| Total general and administrative expenses | 10,732 | 20,081 | 34,207 | 63,282 |
8. RELATED PARTY TRANSACTIONS
Related parties are persons or entities that have control, joint control, or significant influence over the Company, or who are members of key management personnel of the Company.
Key Management Compensation
Key management 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 consists of executive and non-executive members of the Company's Board of Directors and Corporate Officers.
Key management compensation was as follows:
| For the three months ended September 30, 2025 | For the three months ended September 30, 2024 | For the nine months ended September 30, 2025 | For the nine months ended September 30, 2024 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Management fees and wages | 88,616 | 90,000 | 262,385 | 270,000 |
| Share-based compensation | 13,440 | 29,915 | 52,040 | 107,610 |
| Total | 102,056 | 119,915 | 314,425 | 377,610 |
Key management personnel compensation included share-based compensation related to the fair value of the stock options granted (Note 4).
The Company has a consulting agreement with the Chief Financial Officer ("CFO") of the Company, effective May 13, 2024, for a monthly fee of $8,000 through Avisar Everyday Solutions Ltd. ("Avisar"), a company where the CFO is a director and an officer, to provide accounting and financial reporting related
PERSEVERANCE METALS INC.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited - Prepared by Management)
(Expressed in Canadian dollars)
services. During the three and nine months ended September 30, 2025, the Company incurred $24,000 and $75,000 (2024 - $24,000 and $40,000) respectively in professional fees to Avisar.
The balance due to the Company's related parties included in accounts payables and accrued liabilities was $25,704 as at September 30, 2025 (December 31, 2024 – $17,564). These amounts are unsecured, non-interest bearing and payable on demand.
9. SEGMENTED INFORMATION
The Company operates in one reportable operating segment, being the acquisition, exploration, and evaluation of mineral properties in Canada and USA. Non-current assets by country are as follows:
| September 30, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Canada | USA | Total | Canada | USA | Total | |
| $ | $ | $ | $ | $ | $ | |
| Exploration and evaluation assets | 1,695,089 | 2,269,938 | 3,965,027 | 1,099,999 | 2,100,666 | 3,200,665 |
| Equipment | 12,082 | - | 12,082 | 14,475 | - | 14,475 |
| Reclamation bonds | - | 73,781 | 73,781 | - | 43,167 | 43,167 |
| Total | 1,707,171 | 2,343,719 | 4,050,890 | 1,114,474 | 2,143,833 | 3,258,307 |
10. CAPITAL MANAGEMENT
Capital is comprised of the Company's shareholders' equity, which totaled $7,303,191 as at September 30, 2025 (December 31, 2024 - $3,828,883). The Company's objectives when managing capital are to maintain financial strength and to protect its ability to meet its on-going liabilities, to continue as a going concern, to maintain creditworthiness and to maximize returns for shareholders over the long term.
The Company manages the capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt, or acquire or dispose of assets.
In conjunction with its Go-Public Transaction, which was completed during October 2025, the Company has raised gross proceeds of $8.2 million. Management expects that the net proceeds will enhance the Company's capital resources and provide additional financial flexibility in executing its exploration plans and meeting corporate expenditures.
Management believes the Company's working capital as at September 30, 2025, together with funds raised through the Go-Public Subscription Receipt Financing, is sufficient for the Company to meet its near-term objectives. The Company has agreed to expend certain funds to complete options on its exploration projects, however, it is not obligated to do so. As such, the Company is not subject to any externally-imposed capital requirements.
11. SUBSEQUENT EVENTS
In addition to subsequent events disclosed elsewhere in the financial statements, the following occurred after September 30, 2025:
Subscription Receipts conversion
On October 10, 2025, the Company issued a total of 4,902,099 common shares and 2,451,027 Warrants pursuant to the conversion of 4,902,099 Subscription Receipts of the Company issued on September 5, 2025 into Subscription Receipts Units (Note 4). Upon conversion of the Subscription Receipts, all funds
PERSEVERANCE METALS INC.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited - Prepared by Management)
(Expressed in Canadian dollars)
which were held in escrow in connection with the Go-Public Subscription Receipt Financing were released to the Company.
Each Warrant entitles the holder to purchase, for a period of 36 months from the date of issuance, one additional common share of the Company at an exercise price of $0.90 per Warrant. The Company is entitled to acceleration rights.
In connection with the Go-Public Subscription Receipt Financing, the Company issued 28,245 Finder's Warrants and paid commissions of $17,980 to certain finders. Each Finder's Warrant entitles the holder thereof to purchase an additional common share at a price of $0.60 for a period of 24 months from the date of issuance, subject to acceleration rights.
Public listing
The common shares of the Company commenced trading on the TSXV under the ticker symbol "PMI.V" on October 14, 2025.
Satisfaction of Lac Gayot top-up rights
The Company has fully satisfied and extinguished the Lac Gayot top-up rights under its EEM Option Agreement. Under top-up rights, the EEM was entitled to receive common shares equal to 9.9% of any Company equity issuance to maintain their contractual 9.9% ownership in the Company. When the cumulative value of all equity issuances reached $15,000,000 upon closing Go-Public Subscription Receipt Financing on September 5, 2025, the top-up rights terminated. On October 10, 2025, in connection with Subscription Receipts conversion, the Company issued 196,816 common shares to EEM, subject to a hold period pursuant to Canadian securities laws, completing and terminating the top-up rights (Note 3).
17