AI assistant
Quarterback Resources — Interim / Quarterly Report 2025
Jun 30, 2025
48542_rns_2025-06-30_8f829da9-0430-43af-9b11-89374dd0aeba.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
QUARTERBACK RESOURCES INC.
Condensed Interim Financial Statements
For the Six Months Ended April 30, 2025
(Expressed in Canadian Dollars)
(Unaudited)
QUARTERBACK RESOURCES INC.
Condensed Interim Statements of Financial Position
(Expressed in Canadian Dollars)
| April 30, 2025 $ | October 31, 2024 $ | |
|---|---|---|
| (Unaudited) | (Audited) | |
| ASSETS | ||
| Current assets | ||
| Cash | 261,443 | 241,427 |
| Taxes recoverable | 2,157 | – |
| Prepaid expenses | 6,304 | 6,304 |
| Total current assets | 269,904 | 247,731 |
| Exploration and evaluation asset (Note 3) | 182,391 | 171,292 |
| Total assets | 452,295 | 419,023 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||
| Current liabilities | ||
| Accounts payable and accrued liabilities | 44,179 | 21,000 |
| Total liabilities | 44,179 | 21,000 |
| Shareholders’ equity | ||
| Share capital (Note 5) | 10,000 | 10,000 |
| Equity reserve (Notes 6 and 7) | 106,516 | 8,594 |
| Special warrant reserve (Note 6) | 457,976 | 400,576 |
| Deficit | (166,376) | (21,147) |
| Total shareholders’ equity | 408,116 | 398,023 |
| Total liabilities and shareholders’ equity | 452,295 | 419,023 |
Nature of operations and continuance of business (Note 1)
Approved and authorized for issuance on behalf of the Board of Directors on June 27, 2025:
"Erwin Wong"
Erwin Wong, Director
"Ji Gang He"
Ji Gang He, Director
(The accompanying notes are an integral part of these condensed interim financial statements)
QUARTERBACK RESOURCES INC.
Condensed Interim Statements of Loss and Comprehensive Loss
(Expressed in Canadian Dollars)
(Unaudited)
| For the three months ended April 30, 2025 $ | For the six months ended April 30, 2025 $ | Period from April 16, 2024 (date of incorporation) to April 30, 2024 $ | |
|---|---|---|---|
| Expenses | |||
| General and administrative | 379 | 379 | – |
| Professional fees | 37,428 | 41,928 | – |
| Share-based compensation (Notes 4 and 7) | 97,922 | 97,922 | – |
| Transfer agent and filing fees | 5,000 | 5,000 | – |
| Total expenses | 140,729 | 145,229 | – |
| Net loss and comprehensive loss for the period | (140,729) | (145,229) | – |
| Loss per share, basic and diluted | (0.07) | (0.07) | – |
| Weighted average shares outstanding, basic and diluted | 2,000,000 | 2,000,000 | 1 |
(The accompanying notes are an integral part of these condensed interim financial statements)
QUARTERBACK RESOURCES INC.
Condensed Interim Statements of Changes in Equity
(Expressed in Canadian Dollars)
(Unaudited)
| Share capital | Equity reserve $ | Special warrant reserve $ | Deficit $ | Total shareholders' equity $ | ||
|---|---|---|---|---|---|---|
| Number of shares | Amount $ | |||||
| Balance, April 16, 2024 (date of incorporation) | – | – | – | – | – | – |
| Issuance of shares upon incorporation | 1 | – | – | – | – | – |
| Net loss for the period | – | – | – | – | – | – |
| Balance, April 30, 2024 | 1 | – | – | – | – | – |
| Balance, October 31, 2024 | 2,000,000 | 10,000 | 8,594 | 400,576 | (21,147) | 398,023 |
| Issuance of special warrants for cash | – | – | – | 59,400 | – | 59,400 |
| Special warrant issuance cost | – | – | – | (2,000) | – | (2,000) |
| Share-based compensation | – | – | 97,922 | – | – | 97,922 |
| Net loss for the period | – | – | – | – | (145,229) | (145,229) |
| Balance, April 30, 2025 | 2,000,000 | 10,000 | 106,516 | 457,976 | (166,376) | 408,116 |
(The accompanying notes are an integral part of these condensed interim financial statements)
QUARTERBACK RESOURCES INC.
Condensed Interim Statements of Cash Flow
(Expressed in Canadian Dollars)
(Unaudited)
| For the six months ended April 30, 2025 $ | Period from April 16, 2024 (date of incorporation) to April 30, 2024 $ | |
|---|---|---|
| Operating activities | ||
| Net loss for the period | (145,229) | – |
| Items not involving cash: | ||
| Share-based compensation | 97,922 | – |
| Changes in non-cash operating working capital: | ||
| Accounts payable and accrued liabilities | 23,179 | – |
| Taxes recoverable | (2,157) | – |
| Net cash used in operating activities | (26,285) | – |
| Investing activities | ||
| Exploration and evaluation expenditures | (11,099) | – |
| Net cash used in investing activities | (11,099) | – |
| Financing activities | ||
| Proceeds from issuance of special warrants, net | 57,400 | – |
| Net cash provided by financing activities | 57,400 | – |
| Change in cash | 20,016 | – |
| Cash, beginning of period | 241,427 | – |
| Cash, end of period | 261,443 | – |
(The accompanying notes are an integral part of these condensed interim financial statements)
QUARTERBACK RESOURCES INC.
Notes to the Condensed Interim Financial Statements
For the Six Months Ended April 30, 2025
(Expressed in Canadian Dollars, unless otherwise stated)
(Unaudited)
- Nature of Operations and Continuance of Business
Quarterback Resources Inc. (the "Company") was incorporated under the laws of British Columbia, Canada on April 16, 2024. The Company's principal business plan is to acquire, explore and develop mineral properties and ultimately seek earnings by exploiting mineral claims. The Company's registered office is 503-905 West Pender St., Vancouver, BC, V9C 1L6.
These condensed interim financial statements have been prepared on a going concern basis which assumes that the Company will realize the carrying value of its assets and discharge its liabilities in the normal course of business. As a April 30, 2025, the Company has not generated any revenue and has accumulated losses of $166,376 since inception. The Company's continuation as a going concern is dependent upon the successful results from its mineral property exploration activities and its ability to attain profitable operations and generate funds therefrom and/or raise equity capital or borrowings sufficient to meet current and future obligations. There is no guarantee that the Company will be able to complete any of the above objectives. These factors indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. While the Company has been successful in securing financings in the past, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be available on acceptable terms. These interim financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.
- Material Accounting Policy Information
(a) Statement of Compliance and Basis of Presentation
These condensed interim financial statements 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 IAS 34, Interim Financial Reporting. The condensed interim financial statements should be read in conjunction with the annual financial statements for the period ended October 31, 2024, which have been prepared in accordance with IFRS as issued by IASB. The Company uses the same accounting policies and methods of computation as in the annual financial statements for the period ended October 31, 2024.
These condensed interim financial statements have been prepared on a historical cost basis, and are presented in Canadian dollars, which is the Company's functional currency.
The Company's Board of Directors authorized issuance of the financial statements on June 27, 2025.
(b) Use of Estimates and Judgments
The critical judgements and estimates applied in the preparation of these condensed interim financial statements are consistent with those applied in the Company's audited financial statements as at and for the period ended October 31, 2024.
(c) Recently Adopted Accounting Standards
Accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company's interim financial statements.
5
QUARTERBACK RESOURCES INC.
Notes to the Condensed Interim Financial Statements
For the Six Months Ended April 30, 2025
(Expressed in Canadian Dollars, unless otherwise stated)
(Unaudited)
3. Exploration and Evaluation Asset
The Company has incurred costs on its exploration and evaluation asset as follows:
| Twin Property $ | |
|---|---|
| Balance, October 31, 2024 | 171,292 |
| Exploration expenditures: | |
| Geological reports | 11,099 |
| Balance, April 30, 2025 | 182,391 |
Twin Property
On May 30, 2024, the Company entered into an Option Agreement (the "Agreement"), whereby the Company was granted an option to acquire a 100% interest in 11 mining claims located in the Omineca Mining Division, British Columbia, covering 11,110 hectares (the "Twin Property"). Pursuant to the Agreement and in order to keep the option in good standing, the Company must:
a) Make a total of $800,000 in payments to the optionor in the following amounts and by the times described:
(i) $25,000 upon execution of the Agreement (paid);
(ii) $50,000 by November 30, 2025;
(iii) $75,000 by November 30, 2026;
(iv) $100,000 by November 30, 2027;
(v) $100,000 by November 30, 2028;
(vi) $200,000 by November 30, 2029; and
(vii) $250,000 by November 30, 2030.
b) Issue 2,700,000 common shares to the optionor in following amounts and by the times described:
(i) 200,000 shares on the date that the Company's common shares commence trading on a recognized stock exchange ("Listing Date");
(ii) an additional 500,000 shares by the first anniversary of the Listing Date;
(iii) an additional 500,000 shares by the second anniversary of the Listing Date;
(iv) an additional 500,000 shares by the third anniversary of the Listing Date;
(v) an additional 500,000 shares by the fourth anniversary of the Listing Date; and
(vi) an additional 500,000 shares by the fifth anniversary of the Listing Date.
c) Fund exploration and development work on the property totaling at least $4,740,000 as follows:
(i) at least $140,000 by November 30, 2024 (met);
(ii) at least an additional $100,000 by November 30, 2025;
(iii) at least an additional $500,000 by November 30, 2026;
(iv) at least an additional $1,000,000 by November 30, 2027;
(v) at least an additional $1,000,000 by November 30, 2028;
(vi) at least an additional $1,000,000 by November 30, 2029; and
(vii) at least an additional $1,000,000 by November 30, 2030.
Once the above cash payments, share issuances, and exploration and development expenditures have been made, the Company shall be deemed to have exercised the option and acquired 100% of the right, title and interest in the Twin Property. Upon the deemed exercise of the option, the Company shall be obligated to make advance Net Smelter Royalty ("NSR") payments of $50,000 per annum to the Optionor, commencing on November 30, 2031, and continuing on the 30th day of November each and every year thereafter for so long as the Company or its assignee retains its interest in the Twin Property.
The vendor shall retain a 2% NSR (subject to a repurchase option of 1% of the NSR by the Company for $2,000,000) in respect of all products produced from the property.
QUARTERBACK RESOURCES INC.
Notes to the Condensed Interim Financial Statements
For the Six Months Ended April 30, 2025
(Expressed in Canadian Dollars, unless otherwise stated)
(Unaudited)
- Exploration and Evaluation Asset (continued)
A one-time payment of $500,000 payable to the optionor by the Company is due immediately upon the public announcement by the Company of a positive feasibility study for any part of the Twin Property. The optionor may elect to receive, by notice in writing to the Company, the $500,000 payment in common shares of the Company at a deemed price equal to the Canadian Securities Exchange’s (or such other Canadian stock exchange upon which the Company’s common shares trade if it is not listed on the Canadian Securities Exchange) closing price of the Company’s common stock on the trading day following the day that the Company publicly discloses the positive feasibility study.
- Related Party Transactions
During the six months ended April 30, 2025, the Company recognized share-based compensation of $97,922 (period from April 16, 2024 (date of incorporation) to April 30, 2024 – $nil) to directors and officers of the Company.
- Share Capital
Authorized: Unlimited common shares without par value.
(a) On April 16, 2024, the Company issued 1 common share at $0.05 per share for gross proceeds of $0.05.
(b) On May 12, 2024, the Company issued 1,999,999 common shares at $0.05 per share for gross proceeds of $10,000.
- Special Warrants
(a) On June 30, 2024, the Company completed a private placement of 3,700,000 special warrants at $0.05 per special warrant for gross proceeds of $185,000. Each special warrant entitles the holder thereof to acquire one unit (each a “Unit”), upon voluntary exercise prior to, or deemed exercise on the date that is three business days after a receipt is issued for the Company’s final prospectus for no additional consideration. Each Unit shall consist of one common share of the Company and one share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional fully transferable common share of the Company at a price of $0.10 per share at any time for a period of 5 years from the date the Company commences trading on a recognized stock exchange.
(b) On June 30, 2024, the Company completed a private placement of 2,700,000 flow-through special warrants at $0.05 per flow-through special warrant for gross proceeds of $135,000 (the “Flow Through Special Warrants”). Each Flow-through Special Warrant entitles the holder thereof to acquire one unit (each a “Unit”), upon voluntary exercise prior to, or deemed exercise on the date that is three business days after a receipt is issued for the Company’s final prospectus. Each Unit shall consist of one common share of the Company and one Warrant. Each Warrant entitles the holder thereof to purchase one additional fully transferable common share of the Company at a price of $0.10 per share at any time for a period of 5 years from the date the Company commences trading on a recognized stock exchange. During the year ended October 31, 2024, the Company has incurred eligible expenditures fully utilizing the $135,000 flow-through funds raised.
(c) On August 29, 2024, the Company completed a private placement of 466,000 special warrants at $0.20 per special warrant for gross proceeds of $93,200. Each special warrant entitles the holder to acquire one common share, upon voluntary exercise prior to, or deemed exercise on the date that is three business days after a receipt is issued for the Company’s final prospectus for no additional consideration. In connection with the private placement, the Company paid cash finders’ fees of $4,030 and issued 100,000 commission special warrants with a fair value of $8,594. The fair value of the commission special warrants was determined using the Black-Scholes option pricing model with the following assumptions: expected life: 0.5 years, volatility: 158%, risk-free rate: 3.42% and dividend yield: nil. Expected volatility was based on an evaluation of the historical volatility of publicly traded companies operating in a similar industry.
7
8
QUARTERBACK RESOURCES INC.
Notes to the Condensed Interim Financial Statements
For the Six Months Ended April 30, 2025
(Expressed in Canadian Dollars, unless otherwise stated)
(Unaudited)
6. Special Warrants (continued)
(d) On March 12, 2025, the Company completed a private placement of 100,000 special warrants at $0.20 per special warrant for gross proceeds of $20,000. Each special warrant entitles the holder to acquire one common share, upon voluntary exercise prior to, or deemed exercise on the date that is three business days after a receipt is issued for the Company's final prospectus for no additional consideration.
(e) On April 3, 2025, the Company completed a private placement of 197,000 special warrants at $0.20 per special warrant for gross proceeds of $39,400. Each special warrant entitles the holder to acquire one common share, upon voluntary exercise prior to, or deemed exercise on the date that is three business days after a receipt is issued for the Company's final prospectus for no additional consideration.
In connection with the above private placements, the Company incurred other issuance costs of $2,000.
The following table summarizes information about the special warrants activity during the six months ended April 30, 2025:
| Number of flow-through special warrants | Number of special warrants | Total | |
|---|---|---|---|
| Balance, October 31, 2024 | 2,700,000 | 4,266,000 | 6,966,000 |
| Issued | – | 297,000 | 297,000 |
| Balance, April 30, 2025 | 2,700,000 | 4,563,000 | 7,263,000 |
7. Stock Options
The Company's Board of Directors approved a stock option plan dated March 6, 2025. The Board of directors is authorized to grant options to directors, officers, and employees to acquire up to 10% of the issued and outstanding commons shares of the Company. The exercise price will not be less than the discounted market price defined in the policies of the CSE. The options that may be granted under this plan must be exercisable for over a period of not exceeding 10 years, provided the Company is listed on the CSE.
The following table summarizes information about the stock option activity during the six months ended April 30, 2025:
| Number of options | Weighted average exercise price $ | |
|---|---|---|
| Balance, October 31, 2024 | – | – |
| Granted | 900,000 | 0.10 |
| Balance, April 30, 2025 | 900,000 | 0.10 |
| Exercisable, April 30, 2025 | – | – |
QUARTERBACK RESOURCES INC.
Notes to the Condensed Interim Financial Statements
For the Six Months Ended April 30, 2025
(Expressed in Canadian Dollars, unless otherwise stated)
(Unaudited)
- Stock Options (continued)
The following table summarizes information about stock options outstanding and exercisable at April 30, 2025:
| Exercise price $ | Expiry date | Stock options outstanding | Stock options exercisable | Weighted average remaining contracted life (years) |
|---|---|---|---|---|
| 0.10 | June 15, 2035* | 900,000 | – | 10.13 |
- The expiry date is 10 years from the date of listing on the Canadian Securities Exchange, which is estimated to occur on June 15, 2025.
The grant date fair value of stock options was determined using the Black-Scholes Option Pricing Model. During the six months ended April 30, 2025, the Company recognized share-based compensation expense of $97,922 (period from April 16, 2024 (date of incorporation) to April 30, 2024 – $nil) in the equity reserve, which pertains to officers and directors of the Company, for the portion of the stock options expected to vest. Weighted average assumptions used in calculating the fair value of share-based compensation expense are as follows:
| 2025 | 2024 | |
|---|---|---|
| Risk-free interest rate | 2.64% | – |
| Dividend yield | 0% | – |
| Expected volatility | 196% | – |
| Expected forfeitures | 0% | – |
| Expected life (years) | 10.28 | – |
- Financial Instruments
The Company, as part of its operations, carries financial instruments consisting of cash and accounts payable and accrued liabilities. It is management's opinion that the Company is not exposed to significant credit, interest, or currency risks arising from these financial instruments except as otherwise disclosed.
(a) Fair Values
Fair value measurements are classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The fair value hierarchy has the following levels:
- Level 1 – valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
- Level 2 – valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
- Level 3 – valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The fair values of the Company's financial instruments, which include cash and accounts payable and accrued liabilities, approximate their carrying values due to the relatively short-term maturity of these instruments.
(b) Credit Risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. Management monitors the amount of credit extended to the parties for expense recoveries. The carrying amount of financial assets represents the maximum credit exposure.
9
QUARTERBACK RESOURCES INC.
Notes to the Condensed Interim Financial Statements
For the Six Months Ended April 30, 2025
(Expressed in Canadian Dollars, unless otherwise stated)
(Unaudited)
- Financial Instruments (continued)
(c) Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company currently settles its financial obligations out of cash. The ability to do this relies on the Company raising debt or equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.
(d) Market Risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. The Company does not have significant exposure to these risks.
- Capital Management
The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of cash and equity comprised of issued share capital, equity reserve and special warrant reserve. The Company manages its capital structure and makes adjustments to it in light of changes to economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issues or by undertaking other activities as deemed appropriate under the specific circumstances. The Company is not subject to externally imposed capital requirements.
- Segment Reporting
The Company operates in a single reportable segment, which is the acquisition, exploration and development of exploration and evaluation assets in Canada.
10