Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Quadro Resources Ltd. Interim / Quarterly Report 2025

Jun 11, 2025

44537_rns_2025-06-11_7cc01f77-4274-4de9-95de-83fe61411946.pdf

Interim / Quarterly Report

Open in viewer

Opens in your device viewer

QUADRO RESOURCES LTD.

CONDENSED INTERIM FINANCIAL STATEMENTS

Nine Months Ended April 30, 2025

(Unaudited – Prepared by Management)


NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL REPORT

The accompanying unaudited interim financial report of the Company has been prepared by and is the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of this financial report.


QUADRO RESOURCES LTD.
Condensed Interim Statements of Financial Position
(Expressed in Canadian Dollars)
(Unaudited – Prepared by Management)

April 30, 2025 July 31, 2024
ASSETS
Current
Cash $ 33,647 $ 94,273
Marketable Securities (Note 4) 71,650 125,387
Receivables (Note 5) 5,392 2,924
110,689 222,584
Non-current
Exploration and evaluation assets (Note 6, Note 10) 2,039,394 2,108,687
2,039,394 2,108,687
Total assets $ 2,150,083 $ 2,331,271
LIABILITIES
Current
Trade and other payables (Note 7) 102,626 85,601
Amounts due to related parties (Note 8) 5,000 5,000
Asset retirement obligations (Note 6) 3,403 3,403
111,029 94,004
Total liabilities 111,029 94,004
SHAREHOLDERS' EQUITY
Share capital (Note 10) 15,920,711 15,920,711
Share-based payment reserve (Note 11) 1,334,822 1,334,822
Deficit (15,216,479) (15,018,266)
Total shareholders' equity 2,039,054 2,237,267
Total liabilities and shareholders' equity $ 2,150,083 $ 2,331,271

Nature of operations and going concern (Note 1)
Subsequent events (Note 16)

The financial statements were authorized for issue by the Board of Directors on June 11, 2025 and were signed on its behalf by:

"T. Barry Coughlan"
Director

"Pieter Bakker"
Director

The accompanying notes are an integral part of these financial statements.

3 | Page


QUADRO RESOURCES LTD.
Condensed Interim Statements of Operations and Comprehensive Loss
(Expressed in Canadian Dollars)
(Unaudited – Prepared by Management)

Three months ended Nine months ended
April 30, 2025 April 30, 2024 April 30, 2025 April 30, 2024
Expenses
Accounting and audit $ 1,500 $ 18,159 $ 38,374 $ 33,222
Consulting (Note 8) 4,000 4,000 17,729 16,000
Legal fees - - - 32,872
Management fees (Note 8) 14,000 14,000 56,000 77,000
Media and news dissemination - 875 300 875
Office and miscellaneous 2,118 3,106 8,218 8,428
Rent 1,125 750 4,934 10,830
Share-based payments (Note 11) - 30,977 - 30,977
Transfer agent and filing fees 5,894 8,003 11,608 13,964
Travel and promotion 1,453 2,132 7,313 8,946
Total expenses (30,090) (82,002) (144,476) (233,114)
Other items
Realized loss on Marketable Securities (Note 4) - - - (108,715)
Change in fair value of marketable securities (Note 4) - - (53,737) 45,387
Write-down of exploration and evaluation assets (Note 6) - (162,768) - (162,768)
- (162,768) (53,737) (226,096)
Net loss for the period (30,090) (244,770) (198,213) (459,210)
Basic and diluted net loss per share $ (0.00) $ (0.01) $ (0.01) $ (0.02)
Weighted average number of common shares outstanding (basic and diluted) 28,511,576 28,511,576 28,511,576 28,511,576

The accompanying notes are an integral part of these financial statements.

4 | Page


QUADRO RESOURCES LTD.
Condensed Interim Statements of Changes in Shareholders' Equity
(Expressed in Canadian Dollars)
(Unaudited – Prepared by Management)

Number of shares issued Share capital Share-based payment reserve Deficit Total
Balance, July 31, 2023 28,511,576 $ 15,920,711 $ 1,303,845 $(14,483,167) $ 2,741,389
Share-bassed payments 30,977 - 30,977
Net loss for the period - - - (459,210) (459,210)
Balance, April 30, 2024 28,511,576 $ 15,920,711 $ 1,334,822 $(14,942,377) $ 2,313,156
Number of shares issued Share capital Share-based payment reserve Deficit Total
--- --- --- --- --- ---
Balance, July 31, 2024 28,511,576 $ 15,920,711 $ 1,334,822 $(15,018,266) $ 2,237,267
Net loss for the period - - - (198,213) (198,213)
Balance, April 30, 2025 28,511,576 $ 15,920,711 $ 1,334,822 $(15,216,479) $ 2,039,054

The accompanying notes are an integral part of these financial statements.

5 | Page


QUADRO RESOURCES LTD.
Condensed Interim Statements of Cash Flows
(Expressed in Canadian Dollars)
(Unaudited – Prepared by Management)

Nine months ended
April 30, 2025 April 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (198,213) $ (459,210)
Adjustments for:
Share-based payments - 30,977
Write-down of exploration and evaluation assets - 162,768
Change in fair value of marketable securities 53,737 (45,387)
Changes in non-cash working capital items:
Receivables (2,468) 2,494
Trade and other payables 17,025 (12,020)
Marketable securities - 200,000
Net cash used in operating activities (129,919) (120,378)
CASH FLOWS FROM INVESTING ACTIVITIES
Exploration and evaluation expenditures (5,707) (59,458)
Option payments and grant received 75,000 55,998
Net cash provided by (used in) investing activities 69,293 (3,460)
Decrease in cash (60,626) (123,838)
Cash, beginning of the period 94,273 162,781
Cash, end of the period $ 33,647 $ 38,943

Supplemental disclosure with respect to cash flows (Note 12)

The accompanying notes are an integral part of these financial statements.

6 | Page


QUADRO RESOURCES LTD.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
NINE MONTHS ENDED APRIL 30, 2025

  1. NATURE OF OPERATIONS AND GOING CONCERN

Quadro Resources Ltd. (the “Company” or “Quadro”) was incorporated under the laws of British Columbia, Canada and maintains its head office and registered office at Suite 1400, 1040 West Georgia Street, Vancouver, British Columbia, Canada, V6E 4H1. The Company is primarily engaged in the acquisition, exploration and development of exploration and evaluation assets in Canada. The Company is listed on the TSX Venture Exchange (TSX-V) under the symbol “QRO”, on the OTC Pink under the symbol “QDROF”, and on the Frankfurt Stock Exchange under the symbol “G4O”.

On November 22, 2022, the Company consolidated its common shares on a 3:1 basis. All share and per share amounts in these condensed financial statements reflect the share consolidation retrospectively.

Going concern

These financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its obligations in the normal course of operations.

In order to continue as a going concern and meet its corporate objectives, the Company will require additional financing through debt or equity issuances or other available means. Although the Company has been successful in the past in obtaining financing, there is no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company.

At present, the Company’s operations do not generate cash flow. The Company has incurred losses since inception and had an accumulated deficit of $15,216,479 (July 31, 2024 - $15,018,266) and working capital deficiency of $340 as at April 30, 2025 (July 31, 2024 - $128,580); these material uncertainties may cast significant doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to raise adequate financing, identify economically recoverable reserves and to commence profitable operations in the future.

These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue its existence. These adjustments could be material.

  1. BASIS OF PREPARATION

These condensed interim financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34 Interim Financial Reporting. The condensed interim financial statements do not include all of the disclosures required for a complete set of annual financial statements and should be read in conjunction with the annual financial statements for the year ended July 31, 2024, which have been prepared in accordance with IFRS as issued by the IASB.

7 | Page


QUADRO RESOURCES LTD.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
NINE MONTHS ENDED APRIL 30, 2025

2. BASIS OF PREPARATION (cont'd...)

Basis of measurement

These financial statements have been prepared on a historical cost basis except for certain financial instruments that are measured at revalued amounts or fair values, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for assets. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

Functional and presentation currency

These financial statements are presented in Canadian dollars, which is the Company’s functional currency.

Significant estimates and assumptions

The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the period. Actual results could differ from these estimates. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised. Significant areas requiring the use of management estimates include:

i) The determination of the fair value of stock options and warrants using stock pricing models, require the input of highly subjective assumptions, including the expected price volatility. Changes in the subjective input assumptions could materially affect the fair value estimate; therefore the existing models do not necessarily provide a reliable single measure of the fair value of the Company’s stock options and warrants.

Significant judgments

The preparation of these financial statements requires management to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments in applying the Company’s financial statements include:

i) Recorded costs of mineral property interests and deferred exploration and evaluation costs are not intended to reflect present or future values of these properties. The recorded costs are subject to measurement uncertainty and it is reasonably possible, based on existing knowledge, that change in future conditions could require a material change in the recognized amount. Management is required, at each reporting date, to review its mineral property interests for signs of impairment. This is a highly subjective process taking into consideration exploration results, metal prices, economics, financing prospects and sale or option prospects. Management makes these judgments based on information available, but there is no certainty that a property is or is not impaired.

Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

ii) The assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty.

8 | Page


QUADRO RESOURCES LTD.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
NINE MONTHS ENDED APRIL 30, 2025

3. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION

The accounting policies set out in the Company’s annual financial statements for the year ended July 31, 2024 were consistently applied to all the periods presented unless otherwise noted below.

New accounting standards

The Company adopted the following new IFRS Accounting Standards effective for annual periods beginning on or after January 1, 2023. The nature and impact of the standards on the Company’s annual audited financial statements is indicated below.

In February 2021, the IASB issued Disclosure of Accounting Policies (amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements). IAS 1 is amended to require that an entity discloses its material accounting policies, instead of its significant accounting policies. Further amendments explain how an entity can identify a material accounting policy and clarify that information may be material because of its nature, even if the related amounts are immaterial. These amendments have not had a material impact on the Company’s annual financial statements.

Issued but not yet effective, in April 2024, the IASB issued a new IFRS Accounting Standard to improve the reporting of financial performance. IFRS 18 Presentation and Disclosure in Financial Statements replaces IAS 1 Presentation of Financial Statements. The standard will become effective January 1, 2027, with early adoption permitted. The Company is in the process of assessing the impact of this new standard on the Company's financial statements.

4. MARKETABLE SECURITIES

The Company holds common shares of select public mining companies that are held as short-term investments, are quoted on an active exchange and are measured using the quoted market price of these common shares. The Company classifies its marketable securities at FVTPL. Changes in the fair value of marketable securities are reflected in the statement of operations and comprehensive loss in the period in which they occur.

On August 17, 2022, the Company received 1,084,171 common shares of TRU Precious Metals Corp. (“TRU”) with a fair value of $100,000. On June 28, 2023, the Company received 3,333,333 common shares of TRU with a fair value of $100,000. During the year ended July 31, 2024, 1,084,171 common shares of TRU were sold at a fair value of $0.0235 per share for proceeds of $25,448 during the first quarter ended October 31, 2023. 3,333,333 common shares of TRU were sold at a fair value of $0.0198 per share for proceeds of $65,837 during the second quarter ended January 31, 2024. The sales of the common shares of TRU resulted in a total realized loss of $108,715 (2023 - $Nil).

On July 5, 2024, the Company received 3,582,496 common shares of TRU with a fair value of $107,475. On April 30, 2025, the fair value of its holding was $71,650 (July 31, 2024 - $125,387). The unrealized loss due to the fair value change during the nine months ended April 30, 2025 was $53,737 (2024 - $45,387 unrealized gain).

5. RECEIVABLES

April 30, 2025 July 31, 2024
Sales tax recoverable $ 4,584 $ 2,116
Other 808 808
$ 5,392 $ 2,924

QUADRO RESOURCES LTD.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

NINE MONTHS ENDED APRIL 30, 2025

6. EXPLORATION AND EVALUATION ASSETS

Victoria Lake Property Tulks South Property Total
Balance, July 31, 2023 $ 2,349,956 $ 162,768 $ 2,512,724
Acquisition costs
Claim staking/maintenance costs 58,143 - 58,143
58,143 - 58,143
Deferred exploration expenditures
Assaying 1,536 - 1,536
Equipment rental 1,150 - 1,150
Geological consulting 9,975 - 9,975
Travel 1,400 - 1,400
Government grant adjustment (5,998) - (5,998)
8,063 - 8,063
Recovery from TRU
Option payments received (307,475) - (307,475)
Net (recovery) cost for the year $ (241,269) $ - $ (241,269)
Write-down of exploration and evaluation assets $ - $ (162,768) $ (162,768)
Balance, July 31, 2024 $ 2,108,687 $ - $ 2,108,687

10 | Page


QUADRO RESOURCES LTD.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

NINE MONTHS ENDED APRIL 30, 2025

6. EXPLORATION AND EVALUATION ASSETS (cont'd...)

Victoria Lake Property Tulks South Property Total
Balance, July 31, 2024 $ 2,108,687 $ - $ 2,108,687
Acquisition costs
Claim staking/maintenance costs 5,707 - 5,707
5,707 - 5,707
Recovery from TRU
Option payments received (75,000) - (75,000)
Net recovery for the period $ (69,293) $ - $ (69,293)
Balance, April 30, 2025 $ 2,039,394 $ - $ 2,039,394

11 | Page


QUADRO RESOURCES LTD.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
NINE MONTHS ENDED APRIL 30, 2025

6. EXPLORATION AND EVALUATION ASSETS (cont'd...)

Victoria Lake Gold Project, Newfoundland and Labrador

The Company’s Victoria Lake Gold project is located in west-central Newfoundland and comprises the following properties:

Staghorn Property

On June 6, 2017, the Company entered into an option agreement with Metals Creek Resources Corp. (“Metals Creek”) and Benton Resources Inc. (“Benton”) whereby the Company was granted an option to acquire a 100% interest in the Staghorn property, located in Newfoundland and Labrador, as well as all their rights to the Rose Gold property which is comprised of certain mineral claims contiguous to the Staghorn property. The Company issued 2,666,667 common shares (with a fair value of $800,000) to Metals Creek and Benton and earned a 100% interest in the Staghorn property.

The Staghorn property is subject to Net Smelter Return (“NSR”) royalties as outlined below:

  • A royalty granted to Metals Creek and Benton representing an area of interest that is subject to a 3% NSR in favor of Metals Creek and Benton, of which a 2% NSR can be purchased by the Company at any time for $2,000,000.
  • An existing royalty held by Ed Northcott and Gilbert Lushman representing an area of interest that is subject to: i) a 2% NSR in favor of Ed Northcott and Gilbert Lushman, of which a 1% NSR can be purchased by the Company at any time for $1,000,000; and (ii) a 1% NSR in favor of Metals Creek and Benton.

In June 2022, the Company entered into an option agreement with TRU, giving TRU the option to acquire up to an aggregate 65% interest in the Staghorn property (the “Staghorn Option”). In order for TRU to exercise the Initial Option of 51% interest in the Property, TRU shall make the following payments, shall cause the following shares to be issued and in the name of the Company (the “Purchase Price”) and shall incur an aggregate of $1,100,000 of exploration expenditures (subject to certain adjustments) (the “Exploration Expenditures”), including at least an aggregate of $660,000 worth of drilling activities on the Property (the “Initial Drilling Commitments”) on or before the corresponding dates set forth below.

  • On three days following Exchange approval (the “Effective Date”), being July 5, 2022: the issuance of $100,000 in TRU shares (issued - 1,084,171 shares on August 17, 2022), such TRU shares to have a deemed issue price per TRU share equal to the greater of: (a) the VWAP of the TRU shares (VWAP meaning the volume-weighted average trading price of the TRU shares on the Exchange for the twenty previous consecutive trading days); and (b) the lowest discounted price permitted pursuant to the policies of the Exchange;
  • On or before the one year anniversary of the Effective Date: (i) the payment of $25,000 in cash (received); and (ii) the issuance of a further $100,000 in TRU shares (issued - 3,333,333 shares on June 28, 2023), such TRU shares to have a deemed issue price per TRU share equal to the greater of: (a) the VWAP of the TRU shares; and (b) the lowest discounted price permitted pursuant to the policies of the Exchange; and (iii) incur Exploration Expenditures of an aggregate of $200,000;
  • On or before the two year anniversary of the Effective Date: (i) a further payment of $100,000 in cash (received); (ii) the issuance of a further $150,000 in TRU shares (issued - 3,582,496 shares on July 5, 2024), such TRU shares to have a deemed issue price per TRU share equal to the greater of: (a) the VWAP of the TRU shares; and (b) the lowest discounted price permitted pursuant to the policies of the Exchange; and (iii) incur Exploration Expenditures of an aggregate of a further $300,000; and
  • On or before the three year anniversary of the Effective Date, incur Exploration Expenditures of an aggregate of a further $600,000.

12 | Page


QUADRO RESOURCES LTD.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
NINE MONTHS ENDED APRIL 30, 2025

6. EXPLORATION AND EVALUATION ASSETS (cont'd...)

On August 18, 2022, the Company closed the definitive option agreement dated June 15, 2022 (the “Option Agreement”) with TRU. Pursuant to the terms of the Option Agreement, TRU has the option to acquire up to an aggregate 65% ownership in The Company's Staghorn Project (the “Staghorn Project”) located in central Newfoundland. TRU has issued 1,084,171 common shares to the Company in respect of the first share issuance due under the Option Agreement. The deemed price of such issuance shares is approximately $0.092 per share, representing the volume-weighted average trading price of TRU's common shares on the Exchange for the 20 previous consecutive trading days. All common shares issued pursuant to the terms of the Option Agreement are subject to a hold period under applicable securities laws for a period of four months plus one day from the date of issuance.

On June 12, 2023, the Company announced that further to its August 18, 2022 and April 25, 2023, news releases, it had amended its Staghorn Option Agreement with TRU. The amended terms include:

  • A minimum of $300,000 of the Initial Drilling Commitments must be incurred by no later than October 15, 2023, failing which TRU shall pay to The Company on October 15, 2023, a cash penalty in the amount of $25,000, and shall continue to pay a $25,000 cash penalty each subsequent quarter until July 15, 2024 (received $100,000 in total), or until such time as TRU has incurred an aggregate $300,000 of the Initial Drilling Commitments.

During the year ended July 31, 2024, TRU had not met its Initial Drilling Commitments.

During the year ended July 31, 2022, the Company recorded $7,250 asset retirement obligations on this property. During the year ended July 31, 2023, the Company reduced the asset retirement obligations on this property to $3,403.

Long Lake Property

In November 2019, the Company entered into an option agreement to acquire a 100% interest in the Long Lake property, located in Newfoundland and Labrador by making staged cash payments totaling $100,000 over three years ($100,000 paid) and share issuances totaling 1,666,667 common shares (a total of 1,666,667 common shares issued) over three years (666,667 shares issued with a fair value of $100,000 in fiscal year 2023, 500,000 shares issued with a fair value of $75,000 in fiscal year 2022, 333,333 shares issued with a fair value of $50,000 and 166,667 shares issued with a fair value of $30,000 in fiscal 2021 and fiscal 2020 respectively). The Long Lake property is subject to a 2% NSR, half of which can be purchased by the Company for $1,500,000.

During the year ended July 31, 2022, an impairment charge of $865,707 was recorded against the Long Lake property due to cancelled claims. The impairment charge resulted in $1 nominal value on the Long Lake property. Subsequent to the year ended July 31, 2022, on October 13, 2022, the Company filed a grievance with the Newfoundland Mineral Rights Adjudication Board (the “Board”). The Company requested that the cancellation be rescinded. During the year ended July 31, 2023, the Board had not ruled on the grievance filing. On October 11, 2023, the Company announced that four of its nine claim blocks comprising its Long Lake property that were cancelled on September 22, 2022, would be reinstated as of their original issuance dates, as per the Order of the Board dated October 10, 2023 (the “Order”). Per the Order, the Company was required to pay $40,540 to cover deficiencies for two of the four licenses to bring them back into good standing. The remaining two licenses have no deficiencies. In addition, the Company paid costs to the Mineral Claims Recorder.

13 | Page


QUADRO RESOURCES LTD.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
NINE MONTHS ENDED APRIL 30, 2025

6. EXPLORATION AND EVALUATION ASSETS (cont'd...)

Careless Cove and Yellow Fox properties, Newfoundland and Labrador

On October 8, 2020, the Company signed a LOI with Metals Creek Resources Corp. to earn a 100% interest in the Careless Cove and Yellow Fox properties in Newfoundland. To exercise its option, the Company is required to pay Metals Creek Resources Corp. a total $100,000 and 500,000 common shares of the Company according to the following schedule:

(a) $15,000 (paid) and 100,000 common shares (issued with a fair value of $58,500) on signing;
(b) $20,000 (paid) and 100,000 common shares (issued with a fair value of $24,000) on the first anniversary;
(c) $20,000 and 133,333 common shares on the second anniversary (see July 26, 2022 amending agreement below); and
(d) $45,000 and 166,667 common shares on the third anniversary

On July 26, 2022, the Company signed an agreement amending the terms of the August 11, 2020 Yellow Fox/Careless Cove letter of intent with Metals Creek Resources Corp. (“Metals Creek”). Under the terms of the amending agreement, in lieu of the second anniversary cash payment of $20,000, The Company issued to Metals Creek 166,667 additional common shares of the Company for a total of 300,000 common shares at a deemed price of $0.12 per share (issued with a fair value of $36,000).

Careless Cove and Yellow Fox properties is subject to a 2.0% NSR royalty on any future mineral production. The Company will have the right to purchase 50% of the NSR from Metals Creek for $1,000,000.

Subsequent to the year ended July 31, 2023, the Company withdrew from the LOI with Metals Creek signed October 8, 2020 and recorded an impairment charge of $218,416 against the property.

Tulks South Property, Newfoundland and Labrador

On July 21, 2021, the Company signed a binding letter of intent (“LOI”) with Buchans Minerals Corporation (“BMC”) for the gold prospective Tulks South Property (the “Property”), located proximal to the Company’s Long Lake project, Newfoundland. The LOI sets out a proposed transaction (the “Proposed Transaction”) pursuant to which the Company has acquired from BMC an option to acquire a 51% interest (the “Initial Option”) in BMC’s claims which comprise the Property, followed by the right to acquire an additional 19% interest (the “Second Option” or “Joint Venture”) in the event that BMC elects not to participate in work programs after the Company has earned its initial 51% interest.

The LOI terms are as follows:

  1. Initial Option. The Company may exercise the Initial Option by incurring $500,000 of exploration expenditures on the Property as follows:

a) On signing of this LOI, the Company will issue payment of $54,250 to BMC as reimbursement for payment made by BMC in lieu of required assessment work, which will be reimbursed once assessment is filed (completed).
b) Completing $85,000 of Expenditures by the first anniversary of the LOI (completed);
c) Completing a further $110,000 of Expenditures on or before the second anniversary of the LOI;
d) Completing a further $135,000 of Expenditures on or before the third anniversary of the LOI; and
e) Completing a further $170,000 of Expenditures on or before the fourth anniversary of the LOI.

  1. Second Option or Joint Venture. Upon the Company having incurred $500,000 of exploration expenditures and exercised the Initial Option and submitted to BMC a technical report on the work competed during the Initial Option period and a proposed work program and budget for the next phase of exploration or development, BMC will have 60 days in which to:

a) Elect to participate in a joint venture (the “Initial Joint Venture”) with the Company for the further development of the Property with the Company having an initial 51% interest and BMC having an initial 49% interest; or

14 | Page


QUADRO RESOURCES LTD.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
NINE MONTHS ENDED APRIL 30, 2025

6. EXPLORATION AND EVALUATION ASSETS (cont'd...)

b) Elect not to participate in the Initial Joint Venture in which case the Company will have the right to exercise the Second Option by incurring a further $250,000 of Expenditures within 12 months of BMC electing not to participate in the Initial Joint Venture and upon completion of such Expenditures the parties will form a joint venture with the Company having a 70% interest and BMC having a 30% interest (the “Second Joint Venture”).

In the event that the Company fails to complete the Expenditures required to exercise the Second Option the parties will revert to forming the Initial Joint Venture. After forming the Initial Joint Venture or the Second Joint Venture as the case may be, if a participant’s interest is diluted to less than 10% its interest will be converted to a 2% NSR. The other participant will have the right to purchase fifty percent of the NSR (i.e. 1%) by paying the holder of the NSR $1,500,000 and such purchasing participant will have a right of first refusal on the remaining 1% NSR.

On April 22, 2024, the Company withdrew from the LOI with BMC signed July 21, 2021 and recorded an impairment charge of $162,768 against the property.

7. TRADE AND OTHER PAYABLES

April 30, 2025 July 31, 2024
Accounts payable $ 17,626 $ 601
Accrued expenses 85,000 85,000
$ 102,626 $ 85,601

Trade payables of the Company are principally comprised of amounts outstanding for trade purchases relating to operating activities. The usual credit period taken for trade purchases is between 30 to 90 days.

8. RELATED PARTY TRANSACTIONS

Included in amounts due to related parties are $5,000 (July 31, 2024 - $5,000) in advances from the Chief Executive Officer & President of the Company (T. Barry Coughlan). Amounts due to related parties are unsecured, non-interest bearing, and have no specific terms of repayment.

Key management personnel include directors (executive and non-executive) and officers of the Company. The compensation paid or payable to key management personnel during nine months ended April 30, 2025 and 2024 is as follows:

Nine months ended
April 30, 2025 April 30, 2004
Consulting fees Pieter Bakker (director) 16,000 16,000
Management fees TBC Ventures Ltd.
(company controlled by the CEO & President, T. Barry Coughlan) 40,000 55,000
Management fees Tom Wilson (CFO) 16,000 16,000
Management fees Eastrock Exploration Inc.
(company controlled by an officer, Wayne Reid) - 6,000
$ 72,000 $ 93,000

QUADRO RESOURCES LTD.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
NINE MONTHS ENDED APRIL 30, 2025

8. RELATED PARTY TRANSACTIONS (cont'd...)

The Company entered into the following related party transactions during the nine months ended April 30, 2025:

a) Paid or accrued management fees of $40,000 (2024 - $55,000) to a company controlled by the Chief Executive Officer & President of the Company (TBC Ventures Ltd., T. Barry Coughlan) for management services provided.

b) Paid or accrued management fees of $16,000 (2024 - $16,000) to the Chief Financial Officer of the Company (Tom Wilson) for management services provided.

c) Paid or accrued management fees of $nil (2024 - $6,000) to a company controlled by an officer of the Company for management services provided (Eastrock Exploration Inc., Wayne Reid).

d) Paid or accrued consulting fees of $16,000 (2024 - $16,000) to a director of the Company (Pieter Bakker).

9. FLOW THROUGH LIABILITY

During the year ended July 31, 2022, the Company issued 1,517,778 flow-through shares at a price of $0.18 per share for gross proceeds of $273,200 (the "Financing") and recognized a flow-through premium liability of $45,533, as the difference between the flow-through share price and the non-flow-through share price in the concurrent offering. During the year ended July 31, 2022, the Company incurred qualifying exploration expenses, subsequent to the Financing, of $265,326 which reduced the flow-through share premium liability by $44,221, and which the Company recognized as other income on settlement of flow-through share premium liability. The flow-through premium liability outstanding relating to these flow-through shares is $1,312 as at July 31, 2022. Subsequent to the year ended July 31, 2022, the Company incurred additional qualifying exploration expenses to eliminate the flow through liabilities related to the flow-through shares issued during the year ended July 31, 2022.

10. SHARE CAPITAL

Authorized share capital

The Company has authorized an unlimited number of common shares with no par value.

Issued share capital

At April 30, 2025, the Company had 28,511,576 common shares issued and outstanding (July 31, 2024 – 28,511,576).

Share issuance

During the nine months ended April 30, 2025 and the year ended July 31, 2024, the Company did not have any share capital activity.

Basic and diluted loss per share

The calculation of basic and diluted loss per share for the period ended April 30, 2025 was based on the loss attributable to common shareholders of $198,213 (2024 - $459,210) and a weighted average number of common shares outstanding of 28,511,576 (2024 - 28,511,576).

At April 30, 2025, 2,053,333 stock options (2024 - 1,103,333) and nil warrants (2024 - nil) were excluded from the diluted weighted average number of common shares calculation as their effect would have been anti-dilutive.

16 | Page


QUADRO RESOURCES LTD.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
NINE MONTHS ENDED APRIL 30, 2025

11. SHARE-BASED PAYMENTS

Stock options

The Company has adopted an incentive rolling stock option plan (the “Plan”) under which it is authorized to grant options to directors, officers, employees and consultants enabling them to acquire up to a maximum of 20% of the total number of issued and outstanding shares of the Company. The options can be granted for a maximum term of 5 years and vest as determined by the board of directors. The exercise price of options granted under the Plan shall not be less than the closing price of the Company’s shares on the trading day immediately preceding the date of grant, less the discount permitted under the Exchange’s policies.

Option transactions are summarized as follows:

Number of Options Weighted Average Exercise Price
Balance & Exercisable, July 31, 2023 1,203,333 $ 0.35
Expired (100,000) $ 0.24
Cancelled (325,000) $ 0.26
Granted 1,275,000 $ 0.10
Balance & Exercisable, July 31, 2024 and April 30, 2025 2,053,333 $ 0.21

The options outstanding at April 30, 2025 have weighted average exercise prices of $0.21 and a weighted average remaining contractual life of 2.41 years.

On March 11, 2024, the Company granted 375,000 stock options at an exercise price of $0.10 expiring on March 11, 2027. The fair value of the stock options was estimated to be $9,698 using the Black-Scholes option pricing model with the following inputs: expected life of three years, discount rate of 3.81%, volatility of 182% and dividend yield of nil.

On March 11, 2024, in addition to the above 375,000 options, the Company granted 900,000 stock options at an exercise price of $0.10 expiring on March 11, 2029. The fair value of the stock options was estimated to be $21,279 using the Black-Scholes option pricing model with the following inputs: expected life of five years, discount rate of 3.42%, volatility of 244% and dividend yield of nil.

17 | Page


QUADRO RESOURCES LTD.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
NINE MONTHS ENDED APRIL 30, 2025

11. SHARE-BASED PAYMENTS (cont'd...)

As at April 30, 2025 the following stock options were outstanding and exercisable:

Number of Options Exercise Price Expiry Date
770,000 $0.36 February 5, 2026
133,333 $0.36 February 9, 2026
350,000 $0.10 March 11, 2027
800,000 $0.10 March 11, 2029
2,053,333

All of the 2,053,333 options were cancelled subsequent to the nine months ended April 30, 2025.

Warrants

The Company uses the residual value method with respect to the measurement of share purchase warrants issued with private placement units. The proceeds from the issue of units is allocated between common shares and share purchase warrants on a residual value basis, wherein the fair value of the common shares is based on the market value on the date of the announcement of the placement and the balance, if any, is allocated to the attached warrants. Agents' warrants are measured at fair value on the date of the grant as determined using the Black-Scholes option pricing model.

Warrant transactions are summarized as follows:

Number of Warrants Weighted Average Exercise Price
Balance, July 31, 2023 4,430,797 $ 0.39
Expired (4,430,797) 0.39
Balance, July 31, 2024 and April 30, 2025 - NA

There were no warrants outstanding at April 30, 2025.

12. SUPPLEMENTAL CASH FLOW INFORMATION

There were no significant non-cash investing and financing transactions during the period ended April 30, 2025.

Significant non-cash investing and financing transactions during the period ended April 30, 2024 included:

a) Included in trade and other payables are $2,760 related to exploration and evaluation assets.

18 | Page


QUADRO RESOURCES LTD.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
NINE MONTHS ENDED APRIL 30, 2025

13. CAPITAL MANAGEMENT

The Company's objective when managing capital is to ensure adequate working capital is available to fund both the business development plans and the working capital requirements of each annual operating cycle. In the management of capital, the Company includes shareholders’ equity in the definition of capital.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may attempt to issue new shares, issue new debt, acquire or dispose of assets. The Board of Directors does not establish quantitative return on capital criteria for management.

There were no changes in the Company's approach to capital management from the prior year. The Company is not subject to externally-imposed capital requirements.

14. FINANCIAL INSTRUMENTS AND RISK

The Company has classified cash and marketable securities as FVTPL, and receivables, trade and other payables and amounts due to related parties at amortized cost.

As of April 30, 2025, the carrying amounts of receivables, trade and other payables, and amounts due to related parties carried at amortized cost are considered a reasonable approximation of their fair values due to the relatively short period to maturity of these financial instruments.

Financial risk management

The Company’s financial risks arising from its financial instruments are credit risk, liquidity risk, and interest rate risk. The Company’s exposures to these risks and the policies on how to mitigate these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.

Credit risk

Credit risk is the risk of potential loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The credit risk of the Company is associated with its cash. The credit risk with respect to its cash is minimal as they are held with high-credit quality financial institutions. The Company’s receivables consist of rental recovery due from a sublease office tenant and sales tax recoverable due from the Canadian government. Management does not expect these counterparties to fail to meet their obligations.

Liquidity risk

Liquidity risk is the risk that the Company will not meet its financial obligations as they fall due. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at April 30, 2025, the Company had a cash balance of $33,647 and was unable to settle trade and other payables of $102,626, asset retirement obligation of $3,403 and due to related parties of $5,000. The Company’s trade and other payables have contractual maturities of 30 days or are due on demand and are subject to normal trade terms.

At present, the Company’s operations do not generate positive cash flows. The Company’s primary source of funding has been the issuance of equity securities through private placements and the exercise of stock options and warrants. Despite previous success in acquiring these financings, there is no guarantee of obtaining future financings.

19 | Page


QUADRO RESOURCES LTD.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
NINE MONTHS ENDED APRIL 30, 2025

14. FINANCIAL INSTRUMENTS AND RISK (cont'd...)

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. Current financial assets and financial liabilities are generally not exposed to interest rate risk because of their short-term maturity.

Price risk

Price risk is the potential adverse impact on the Company’s earnings due to movements in individual prices or general movements in the level of the stock market. The Company is subject to price risk in respect of its investments in marketable securities.

As at April 30, 2025 and July 31, 2024, the Company’s exposure to price risk was not significant in relation to these Financial Statements.

15. FAIR VALUE MEASUREMENTS

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data or other means. Level 3 inputs are unobservable (supported by little or no market activity). The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.

Financial instruments measured at fair value on the statement of financial position are summarized in levels of fair value hierarchy as follows. There have been no changes in classifications during the period ended April 30, 2025.

Assets As at April 30, 2025
Level 1 Level 2 Level 3 Total
Cash $ 33,647 $ - $ - $ 33,647
Marketable securities 71,650 - - 71,650
Total $ 105,297 $ - $ - $ 105,297
Assets As at July 31, 2024
--- --- --- --- ---
Level 1 Level 2 Level 3 Total
Cash $ 94,273 $ - $ - $ 94,273
Marketable securities 125,387 - - 125,387
Total $ 219,660 $ - $ - $ 219,660

QUADRO RESOURCES LTD.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
NINE MONTHS ENDED APRIL 30, 2025

16. SUBSEQUENT EVENTS

Subsequent to the nine months ended April 30, 2025, on May 7, 2025, the Company issued of 2,175,000 new stock options to directors, management, and consultants of the Company. The new options are exercisable at a price of $0.07 per share and will expire on May 30, 2030.

21 | Page