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Rokmaster Resources Corp. — Interim / Quarterly Report 2025
May 31, 2025
46864_rns_2025-05-30_03d81581-2d3f-4072-8746-521a8a8099e6.pdf
Interim / Quarterly Report
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ROKMASTER RESOURCES CORP.
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars Unless Noted Otherwise)
NOTICE TO READER
These condensed interim consolidated financial statements have been prepared by the management of Rokmaster Resources Corp. and have not been reviewed by the auditors of Rokmaster Resources Corp.
2
Rokmaster Resources Corp.
Interim Consolidated Statements of Financial Position
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars Unless Noted Otherwise)
| ASSETS | As at March 31, 2025 | As at December 31, 2024 |
|---|---|---|
| Current assets: | ||
| Cash | $ 19,845 | $ 6,821 |
| Amounts receivable (Note 5) | 27,516 | 24,774 |
| Prepaids | 7,758 | 11,017 |
| 55,119 | 42,612 | |
| Non-current assets: | ||
| Reclamation bonds (Note 6) | 64,750 | 64,750 |
| Mineral interests (Note 7a) | 1,215,500 | 1,215,500 |
| Total Assets | $ 1,335,369 | $ 1,322,862 |
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
| Current liabilities: | ||
|---|---|---|
| Accounts payable and accrued liabilities (Note 10) | $ 2,038,838 | $ 2,016,591 |
| Due to related party (Note 10) | 1,065,000 | 965,000 |
| Total Liabilities | 3,103,838 | 2,981,591 |
SHAREHOLDERS' DEFICIENCY
| Share capital (Note 9) | 23,240,331 | 23,240,331 |
|---|---|---|
| Share-based payments reserve | 13,525,927 | 13,525,927 |
| Accumulated deficit | (38,534,727) | (38,424,987) |
| Total Shareholders' Deficiency | (1,768,469) | (1,658,729) |
| Total Liabilities and Shareholders' Deficiency | $ 1,335,369 | $ 1,322,862 |
Nature of Operations and Going Concern (Note 1)
Contingency (Note 13)
Events After the Reporting Period (Note 15)
ON BEHALF OF THE BOARD:
"John Mirko", Director
"Michael Cowin", Director
- See Accompanying Notes to the Interim Consolidated Financial Statements -
3
Rokmaster Resources Corp.
Interim Consolidated Statements of Loss and Comprehensive Loss
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars Unless Noted Otherwise)
| For the Three months ended March 31, 2025 | For the Three months ended March 31, 2024 | |
|---|---|---|
| Expenses | ||
| Consulting fees (Note 10) | $ 57,000 | $ 98,000 |
| Corporate listing and filings fees | 9,201 | 44,762 |
| Exploration and evaluation expenditures (Note 7b) | 8,000 | 83,224 |
| Office and general | 6,784 | 9,793 |
| Professional fees | 101 | 85,343 |
| Rent | 8,100 | 8,100 |
| Travel, public and shareholder relations and conferences | 20,554 | 34,291 |
| Loss From Operations | (109,740) | (363,513) |
| Net Loss and Comprehensive Loss for the Period | (109,740) | (363,513) |
| Basic Loss per Common Share | $ (0.00) | $ (0.00) |
| Weighted Average Number of Common Shares Outstanding | 163,240,478 | 163,240,478 |
- See Accompanying Notes to the Interim Consolidated Financial Statements -
4
Rokmaster Resources Corp.
Interim Consolidated Statements of Cash Flows
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars Unless Noted Otherwise)
| For the three months ended March 31, 2025 | For the three months ended March 31, 2024 | |
|---|---|---|
| Operating Activities | ||
| Net loss for the period | $ (109,740) | $ (363,513) |
| Changes in non-cash working capital: | ||
| Amounts receivable | (2,742) | (13,901) |
| Prepaids and deposits | 3,259 | 8,581 |
| Accounts payable and accrued liabilities | 22,247 | 200,970 |
| Cash used in operating activities | (86,976) | (167,863) |
| Financing Activities | ||
| Proceeds from due to related party | 100,000 | 170,000 |
| Cash provided by financing activities | 100,000 | 170,000 |
| Net Increase in Cash | 13,024 | 2,137 |
| Cash - Beginning of the Period | 6,821 | 25,759 |
| Cash - End of the Period | $ 19,845 | $ 27,896 |
- See Accompanying Notes to the Interim Consolidated Financial Statements -
5
Rokmaster Resources Corp.
Interim Consolidated Statements of Shareholders' Equity
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars Unless Noted Otherwise)
| Share Capital | Share-Based Payments Reserve | Accumulated Deficit | Total | ||
|---|---|---|---|---|---|
| # of Shares | Amount | ||||
| Balance at December 31, 2023 | 163,240,478 | $ 23,240,331 | $ 13,525,927 | $ (37,476,001) | $ (709,743) |
| Net loss for the period | - | - | - | (363,513) | (363,513) |
| Balance at March 31, 2024 | 163,240,478 | $ 23,240,331 | $ 13,525,927 | $ (37,839,514) | $ (1,073,256) |
| Balance at December 31, 2024 | 163,240,478 | $ 23,240,331 | $ 13,525,927 | $ (38,424,987) | $ (1,658,729) |
| Net loss for the period | - | - | - | (109,740) | (109,740) |
| Balance at March 31, 2025 | 163,240,478 | $ 23,240,331 | $ 13,525,927 | $ (38,534,727) | $ (1,768,469) |
- See Accompanying Notes to the Interim Consolidated Financial Statements -
Rokmaster Resources Corp. Notes to the Interim Consolidated Financial Statements
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars Unless Noted Otherwise)
1. Nature of Operations and Going Concern
Rokmaster Resources Corp. (the "Company" or "Rokmaster") was incorporated on December 21, 2010 under the Business Corporations Act (British Columbia). The Company is listed on the TSX Venture Exchange ("TSX.V") under the symbol "RKR", on the OTCQB in the USA under the symbol "RKMSF" and on the Frankfurt Stock Exchange under the symbol "1RR1." The Company's head office, principal address and records office is located at 615 – 625 Howe Street, Vancouver, British Columbia, Canada V6C 2T6. The Company's registered address is located at Suite 2300, Bentall 5, 550 Burrard Street, Vancouver, British Columbia, Canada V6C 2B5. Rokmaster is primarily engaged in the acquisition of mineral resource properties and the exploration and development of such properties for minerals. Minerals of interest to the Company include precious metals, base metals and industrial minerals.
These condensed interim consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to meet its commitments, continue operations, and realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception, has no recurring source of revenue, has an accumulated deficit of $38,534,727 and a working capital deficiency of $3,048,719 at March 31, 2025. These material uncertainties cast significant doubt upon the Company's ability to continue as a going concern.
The Company will need to raise sufficient funds as the Company's current assets are not sufficient to finance its operations and administrative expenses. The Company is evaluating financing options including, but not limited to, the issuance of additional equity and debt. The Company has no assurance that such financing will be available or be available on favourable terms. Factors that could affect the availability of financing include the Company's performance (as measured by numerous factors including the progress and results of its projects), the state of international debt and equity markets, investor perceptions and expectations and the global financial and metals markets.
These condensed interim consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumption inappropriate, and these adjustments could be material.
2. Basis of Presentation
a. Statement of Compliance
These condensed interim consolidated financial statements were prepared in accordance with International Accounting Standards 34, Interim Financial Reporting ("IAS 34"), using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").
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Rokmaster Resources Corp. Notes to the Interim Consolidated Financial Statements
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars Unless Noted Otherwise)
2. Basis of Presentation - Continued
a. Statement of Compliance - Continued
The accounting policies and methods of application applied by the Company in these condensed interim consolidated financial statements are the same as those applied in the Company's most recent annual consolidated financial statements as at and for the year ended December 31, 2024, except for those policies which have changed as a result of the adoption of new and amended IFRS pronouncements effective January 1, 2025.
These condensed interim consolidated financial statements do not include all of the information required for full annual financial statements and therefore should be read in conjunction with the Company's most recent annual consolidated financial statements as at and for the year ended December 31, 2024. The effects of the adoption of new and amended IFRS pronouncements have been disclosed in Note 3 of these condensed interim consolidated financial statements.
b. Approval of the Financial Statements
The condensed interim consolidated financial statements of Rokmaster for the three months ended March 31, 2025 were reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on May 30, 2025.
3. New, Amended and Future IFRS Pronouncements
a) Application of new and revised accounting standards - None of the new standards, and amendments to standards and interpretations effective as of January 1, 2025 applied in preparing these interim financial statements had a significant effect on these condensed interim consolidated financial statements.
b) Accounting standards and amendments issued but not yet effective - The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. There were no standards effective for annual periods beginning on or after January 1, 2025 that would significantly affect the Company.
The remainder of this page was left intentionally blank
Rokmaster Resources Corp. Notes to the Interim Consolidated Financial Statements
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars Unless Noted Otherwise)
4. Critical Accounting Estimates and Judgments
The preparation of financial statements requires management to use judgment in applying its accounting policies and estimates and assumptions about the future. Estimates and other judgments are continuously evaluated and are based on management's experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. The following discusses the most significant accounting judgments and estimates that the Company has made in these financial statements.
Carrying Value of Deferred Mineral Interests
The Company has capitalized the cost of acquiring mineral property interests and has classified these interests as mineral interests in its statement of financial position. Mineral interests are expensed in the period in which the Company determines that the mineral property interests have no future economic value. Mineral interests may also be written down if future cash flow, including potential sales proceeds and option payments, related to the property are estimated to be less than the carrying value of the property. The Company reviews the carrying value of its mineral interests periodically, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable, reductions in the carrying value of each property would be recorded to the extent that the carrying value of the investment exceeds the property's estimated fair value. Such events or changes in circumstances involve changes in political risk, economic risk, commodity prices, exchange rates, and interest rates among others.
The Company has determined that there is no impairment in the carrying value of the Big Copper, Duncan Lake Zinc-Lead, Selkirk and Nechako properties.
Deferred Tax Assets
Deferred income tax asset carrying amounts depend on estimates of future taxable income and the likelihood of reversal of timing differences. Where reversals are expected, estimates of future tax rates will be used in the calculation of deferred tax asset carrying amounts. Potential tax assets were deemed not to be recoverable at the current year end.
Going Concern
Management assesses the Company's ability to continue as a going concern in relation to its ability to raise funds.
5. Amounts Receivable
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Sales tax receivable | $ 27,516 | $ 24,774 |
| Total | $ 27,516 | $ 24,774 |
The Company expects full recovery of the amounts outstanding and therefore, no allowance has been recorded against these receivables and all were recorded.
Rokmaster Resources Corp.
Notes to the Interim Consolidated Financial Statements
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars Unless Noted Otherwise)
6. Reclamation Bonds
As at March 31, 2025, the Company had deposited $3,500 (December 31, 2024 - $3,500) into a guaranteed investment certificate (GIC) with a Canadian financial institution as part of a Safe Keeping Agreement entered into by the Company for the Big Copper Property. The GIC is being held to the order of the B.C. Ministry of Energy and Mines (the "BC MEM") and yields an annual interest rate of 0.90%.
The Company also provided the BC MEM reclamation bonds of $21,500 (December 31, 2024 - $21,500) with respect to the Duncan Lake Zinc-Lead Project and $39,750 (December 31, 2024 - $39,750) with respect to the Revel Ridge Project.
7. Mineral Interests
a. Details of mineral interests capitalized for the three months ended March 31, 2025 and year ended December 31, 2024 are as follows:
| Duncan Lake(1) | Big Copper(1) | Revel Ridge | Total | |
|---|---|---|---|---|
| Balance – December 31, 2022 | $ 646,000 | $ 69,500 | $ 5,388,391 | $ 6,103,891 |
| Shares | 500,000 | - | - | 500,000 |
| Write-off | - | - | (5,388,391) | (5,388,391) |
| Balance – March 31, 2025 and December 31, 2024 | $ 1,146,000 | $ 69,500 | $ - | $ 1,215,500 |
(1) On November 17, 2023, the Company announced that it entered into an arrangement agreement with its wholly owned subsidiary, 4Metals Exploration Ltd. ("4Metals") to spin out to its shareholders its interests in the Duncan Lake Zinc-Lead Project (Note 6d) and Big Copper Project (Note 6e). On January 12, 2024, the Company received approval for the proposed Plan of Arrangement (the "Arrangement") with 4Metals, its wholly-owned subsidiary, from its shareholders and from the Supreme Court of British Columbia on January 17, 2024. The closing of the Arrangement with 4Metals is subject to several conditions including: receipt of final regulatory approvals, completion of a financing to raise working capital for 4Metals, and other customary closing conditions in a transaction of this nature.
b. Details of cumulative exploration and evaluation expenditures for the three months ended March 31, 2025 and 2024 are as follows:
| Revel Ridge (Note 7c) | Duncan Lake (Note 7d) | Selkirk Project (Note 7e) | Nechako Project (Note 7f) | Big Copper and Other Exploration Expenditures (Notes 7g & 7h) | Total | |
|---|---|---|---|---|---|---|
| Geological and geotechnical consulting | $ - | $ 1,512 | $ 1,100 | $ 4,288 | $ 1,100 | $ 8,000 |
| Expenditures for the period | - | 1,512 | 1,100 | 4,288 | 1,100 | 8,000 |
| Balance – beginning of year | 16,560,727 | 571,572 | 24,214 | 149,855 | 2,790,233 | 20,096,601 |
| Balance – March 31, 2025 | $ 16,560,727 | $ 573,084 | $ 25,314 | $ 154,143 | $ 2,791,333 | $ 20,104,601 |
Rokmaster Resources Corp.
Notes to the Interim Consolidated Financial Statements
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars Unless Noted Otherwise)
- Mineral Interests - Continued
| | Revel Ridge
(Note 7c) | Duncan Lake
(Note 7d) | Big Copper and Other Exploration Expenditures
(Notes 7e & 7f) | Total |
| --- | --- | --- | --- | --- |
| Assessment | $ 72,651 | $ - | $ - | $ 72,651 |
| Environmental | 406 | - | - | 406 |
| Field costs | (387) | - | - | (387) |
| Geological and geotechnical consulting | 7,254 | 1,925 | 1,375 | 10,554 |
| Expenditures for the period | 79,924 | 1,925 | 1,375 | 83,224 |
| Balance – beginning of period | 16,458,127 | 567,358 | 2,782,952 | 19,808,437 |
| Balance – March 31, 2024 | $ 16,538,051 | $ 569,283 | $ 2,784,327 | $ 19,891,661 |
c. Revel Ridge Project, Canada
On February 24, 2020, the Company received TSX.V approval of its definitive option agreement (the "Option Agreement") dated December 23, 2019 with Huakan International Mining Inc. ("Huakan") and Huakan's shareholders pursuant to which Huakan has granted to the Company an option (the "Option") to acquire a 100% interest in Huakan's J&L Property in southeastern British Columbia (the "Property").
The Company could have exercised the Option by paying Huakan an aggregate of $44,600,000 ($5,200,000 paid) in cash option and extension payments and completing a preliminary economic assessment and an updated mineral resource estimate on the Property on or before December 31, 2023 (completed). A finder's fee equal to 3% of the value of any cash payment made by the Company to Huakan pursuant to the Option Agreement was payable in cash or shares of the Company, at the Company's option.
On April 9, 2024, the Company announced that it has not made the option payment in the amount of $19,400,000 by the deadline of April 8, 2024 as stated in a notice of default received by the Company from Huakan. Accordingly, the Company has terminated the Option Agreement and consequently, the Company wrote off acquisition costs of $5,388,391 with respect to the Property during the year ended December 31, 2023.
d. Duncan Lake Zinc-Lead Property, Canada
On January 17, 2017, the Company completed its acquisition of a 100% interest in the Duncan Lake Zinc-Lead Property located in the Slocan Mining Division in southeast British Columbia, Canada (the "Property" or "Duncan Lake") approximately 64 km north of Kaslo, British Columbia (the "Acquisition"), pursuant to a property purchase agreement dated November 2, 2016 (the "Purchase Agreement") with John (Jack) Denny, Robert Denny and Graeme Haines (collectively, the "Sellers"). The Property consists of nine contiguous mineral claims covering 1,648 hectares along the strike extension of Teck Resources Ltd.'s ("Teck") historical Duncan Mine property and is 148 km by road northeast of Teck's smelter in Trail, British Columbia.
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Rokmaster Resources Corp. Notes to the Interim Consolidated Financial Statements
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars Unless Noted Otherwise)
7. Mineral Interests - Continued
Under the Purchase Agreement, Rokmaster provided the following aggregate consideration to the Sellers at closing in exchange for the Property:
- an aggregate of 2,400,000 common shares of the Company were issued on the date of closing of the Acquisition;
- an aggregate of 7,200,000 Special Warrants that have various terms and exercise provisions; and
- a 2.5% net smelter returns royalty on gold, silver, lead and zinc bearing ores produced from the Property. The Company has the option to reduce the existing NSR of 2.5% to 0.5% by making cash payments of $1,200,000 for each 1% increment at any time.
Pursuant to a termination agreement between the Company and the Sellers and as consideration for the Company's issuance of an aggregate of 3,000,000 common shares to the Sellers on January 16, 2023, all of the 7,200,000 Special Warrants and the 2.5% NSR were cancelled.
On March 3, 2017, the Company completed its acquisition of a 100% interest in a certain British Columbia Mineral Tenure located in the Slocan Mining Division by issuing 50,000 Company common shares. The mineral claim adjoins the Duncan Lake Zinc Project.
On September 20, 2017, the Company entered into a Property Purchase Agreement (the "PPA"), to acquire a 100% interest in 11 mineral claims totaling 640 hectares by issuing 90,000 Company common shares and a 2.5% Net Smelter Return Royalty ("NSR") in favor of the arms-length seller. The NSR is subject to a buy-back provision providing the Company with the exclusive option, at any time if it so chooses, to purchase 1% NSR upon payment of $500,000 and the remaining balance of 1.5% NSR upon payment of an additional $500,000. The mineral claims are south of and adjacent to the Company's Duncan Lake Zinc Project.
On January 16, 2023, the Company completed its acquisition of a 100% interest in two important claim blocks totaling 1,627 hectares south of the Duncan Lake Project by issuing 2,000,000 common shares to the vendors.
e. Selkirk Project, Canada
The Selkirk Project consists of three properties: (a) the Keystone Property; (b) the Downie Gold Property; and (c) the Rift Property located north of Revelstoke in southeastern British Columbia. These three properties were advanced by the Company between 2021 and 2023 with positive results generated from field work which included geological mapping, prospecting, channel sampling, and soil sampling.
f. Nechako Project, Canada
On June 11, 2024, the Company entered into a Definitive Option Agreement (the "Option Agreement") with Kootenay Resources Inc. ("KTR") with respect to the road accessible Fox-Coconut and Mystery Properties, which are both located south of Highway 16 between Prince George and Smithers in west-central British Columbia (collectively, the "Nechako Project").
Rokmaster Resources Corp. Notes to the Interim Consolidated Financial Statements
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars Unless Noted Otherwise)
7. Mineral Interests - Continued
To exercise an initial option to acquire a 60% interest (the “Initial Interest”) in the Nechako Project, the Company must:
- Incur $142,000 (incurred) of exploration work on the Properties prior to September 18, 2024;
- Commencing on the first anniversary date of the Option Agreement, issue to KTR 500,000 common shares of RKR each year on or before each of the first, second, third and fourth anniversary dates of the Option Agreement; and
- On or prior to the fourth anniversary date of the Option Agreement, RKR having completed a total of 10,000 metres of diamond drilling on any or all of the Properties.
Once Rokmaster has acquired the Initial Interest, KTR would grant the Company an exclusive option (the “Second Option”) to acquire the remaining 40% interest in the Nechako Project (the “Second Interest”) by issuing an additional 5,000,000 common shares of the Company to KTR within 60 days of having acquired the Initial Interest.
Upon the Company acquiring the Second Interest, the Company would grant KTR a 1.5% net smelter returns royalty (the “Royalty”) in respect of the Mystery and Coconut group of mining claims. The Fox group of mineral claims have an existing underlying 2% net smelter returns royalty (the “Underlying Royalty”), and KTR has the right to buy back the entirety of such Underlying Royalty at any time at a price of $500,000 per 0.5% (the “Buy Back Right”). Should KTR buy back the entirety of such Underlying Royalty within 90 days after the date of the commencement of commercial production on the Fox group of claims, then RKR would also grant KTR a 1.0% net smelter returns royalty on such claims. If KTR does not exercise the Buy Back Right within 90 days after the date of the commencement of commercial production, then it would transfer the Buy Back Right to the Company.
Pursuant to an underlying option agreement between KTR and a third party, the Company is obligated to pay the third party a drilling bonus of $5 per meter drilled up to a maximum of $500,000 on certain Fox mining claims and on an area of interest two kilometers surrounding such Fox mining claims.
g. Big Copper Property, Canada
On February 16, 2012, the Company entered into an Option Agreement (the “Big Copper Option”) to earn a 100% undivided interest in certain mining claims, more particularly known as the Big Copper Property (“Big Copper”). Big Copper is located in the Fort Steele and Slocan Mining Divisions, British Columbia, Canada. To earn a 100% interest in Big Copper, the Company may, at its option, pay the following aggregate consideration over three years: paid $45,000 in total cash payments and issued 40,000 common shares in total (fair value - $24,500). On September 30, 2015, the parties mutually terminated the Big Copper Option and agreed to have the following share ownership to the Big Copper Property: 55% to Rokmaster and 45% to the vendors.
h. Other Properties
The Company incurs exploration and evaluation expenditures in assessing the suitability of properties available for option or acquisition within North America and Latin America. The beginning balance in the schedule includes past projects written-off or terminated by the Company. As at March 31, 2025, the Company has no other options to acquire interests in any mineral properties.
Rokmaster Resources Corp.
Notes to the Interim Consolidated Financial Statements
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars Unless Noted Otherwise)
8. Accounts Payable and Accrued Liabilities
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Trade payables | $ 1,795,433 | $ 1,820,686 |
| Accrued expenses | 241,415 | 193,915 |
| Other | 1,990 | 1,990 |
| Total | $ 2,038,838 | $ 2,016,591 |
9. Share Capital
a. Authorized: Unlimited number of common shares without par value.
b. Private Placements
There were no private placements completed for the three months ended March 31, 2025 and year ended December 31, 2024.
c. Incentive Stock Options
The Company adopted a stock option plan, which authorizes the Board of Directors to grant share purchase options to acquire up to 10% of the issued and outstanding common shares of the Company. The exercise price of the options will not be less than the price of the Company's shares at the date of grant. The options can be granted for a maximum of 10 years and the vesting of the options will be determined by the Board of Directors.
Details of issued and outstanding stock options are as follows:
| Number of Options | Weighted Average Exercise Price | |
|---|---|---|
| Balance – December 31, 2023 | 9,605,000 | $0.27 |
| Expired | (425,000) | $0.50 |
| Balance – December 31, 2024 | 9,180,000 | $0.26 |
| Expired | (875,000) | $0.15 |
| Balance – March 31, 2025 | 8,305,000 | $0.27 |
At March 31, 2025, the following stock options were exercisable:
| Expiry Date | Weighted Average Exercise Price | Number of Options | Weighted Average Remaining Life in Years |
|---|---|---|---|
| December 28, 2025 | $0.45 | 2,180,000 | 0.75 |
| October 18, 2026 | $0.45 | 500,000 | 1.55 |
| June 21, 2027 | $0.20 | 5,000,000 | 2.22 |
| January 2, 2030 | $0.10 | 625,000 | 4.76 |
| $0.27 | 8,305,000 | 1.99 |
Rokmaster Resources Corp.
Notes to the Interim Consolidated Financial Statements
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars Unless Noted Otherwise)
9. Share Capital – Continued
d. Share Purchase Warrants
Details of issued and outstanding share purchase warrants are as follows:
| Number of Warrants | Weighted Average Exercise Price | |
|---|---|---|
| Balance – December 31, 2023 | 27,545,455 | $0.31 |
| Expired | (16,000,000) | $0.45 |
| Balance – December 31, 2024 | 11,545,455 | $0.12 |
| Expired | (2,000,000) | $0.13 |
| Balance – March 31, 2025 | 9,545,455 | $0.11 |
At March 31, 2025, the following share purchase warrants were exercisable:
| Expiry Date | Weighted Average Exercise Price | Number of Warrants | Weighted Average Remaining Life in Years |
|---|---|---|---|
| April 5, 2025 | $0.13 | 4,545,455(1) | 0.02 |
| July 14, 2025 | $0.09 | 5,000,000 | 0.29 |
| 9,545,455 | 0.16 |
(1) These share purchase warrants expired without exercise subsequent to March 31, 2025.
e. Finders’ Warrants
Details of issued and outstanding finders’ warrants are as follows:
| Number of Warrants | Weighted Average Exercise Price | |
|---|---|---|
| Balance – December 31, 2023 | 1,434,156 | $0.34 |
| Expired | (1,108,520) | $0.40 |
| Balance – March 31, 2025 and December 31, 2024 | 325,636 | $0.13 |
At March 31, 2025, the following finders’ warrants were exercisable:
| Expiry Date | Weighted Average Exercise Price | Number of Warrants | Weighted Average Remaining Life in Years |
|---|---|---|---|
| April 5, 2025 | $0.13 | 325,636(1) | 0.02 |
| 325,636 | 0.02 |
(1) These finder’s warrants expired without exercise subsequent to March 31, 2025.
10. Related Party Transactions
As at March 31, 2025, the Company’s related parties consist of the Company’s directors and companies controlled by executive officers and directors of the Company.
| Nature of Transaction | |
|---|---|
| 0909074 B.C. Ltd. (“0909074”) | Management – Officer |
| Trillium Financial Ltd. (“Trillium”) | Management - Officer |
| First Geolas Consulting (“First Geolas”) | Management - Officer |
| Other Directors | Directorship |
Rokmaster Resources Corp.
Notes to the Interim Consolidated Financial Statements
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars Unless Noted Otherwise)
10. Related Party Transactions – Continued
The Company incurred fees and expenses in the normal course of operations in connection with companies controlled by key management and directors. Details are as follows:
| Notes | For the three months ended March 31, 2025 | For the three months ended March 31, 2024 | |
|---|---|---|---|
| Consulting and director fees | (i) | $ 57,000 | $ 98,000 |
| Geological consulting fees included in exploration and evaluation expenditures | (ii) | 8,000 | 10,554 |
| $ 65,000 | $ 108,554 |
(i) During the three months ended March 31, 2025, the Company paid or accrued management consulting fees $24,000 (2024 - $32,000) to the Company's CEO, management and financial consulting fees of $9,000 (2024 - $30,000) to 0909074, management consulting fees of $24,000 (2024 - $24,000) to Trillium and director fees of $nil (2024 - $12,000).
(ii) During the three months ended March 31, 2025, the Company paid or accrued geological consulting fees of $8,000 (2024 - $10,554) to First Geolas.
Included in accounts payable and accrued liabilities as at March 31, 2025 are:
- $1,008,012 (December 31, 2024 - $966,512) owing to the Company's CEO for reimbursable expenses and management and geological consulting fees;
- $366,075 (December 31, 2024 - $357,075) owing to 0909074 for management and financial consulting fees;
- $8,615 (December 31, 2024 - $3,000) owing to First Geolas for management and geological consulting fees;
- $4,200 (December 31, 2024 - $4,200) owing to Trillium for management consulting fees; and
- $78,000 (December 31, 2024 - $78,000) owing to directors of the Company for director fees.
As at March 31, 2025, the Company's CEO advanced a total of $1,065,000 (December 31, 2024 - $965,000) for working capital purposes. The advances are non-interest bearing, unsecured and has no fixed repayment terms.
Compensation of Key Management Personnel
Key management personnel are those persons that have authority and responsibility for planning, directing and controlling the activities of the Company, directly and indirectly, and by definition include the directors of the Company.
The remuneration of the Company's key management personnel for the three months ended March 31, 2024 and 2023 are as follows:
| Notes | March 31, 2025 | March 31, 2024 | |
|---|---|---|---|
| Management, director and geological consulting fees | (i) | $ 65,000 | $ 108,554 |
| Total | $ 65,000 | $ 108,554 |
(i) Management, director and geological consulting fees include those disclosed in the table above.
Rokmaster Resources Corp. Notes to the Interim Consolidated Financial Statements
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars Unless Noted Otherwise)
10. Related Party Transactions – Continued
Key management personnel were not entitled to post-employment, termination or other long-term benefits during the three months ended March 31, 2025 and 2024. The above transactions occurred in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the parties.
11. Capital Management
The Company primarily considers shareholders’ equity in the management of its capital. The Company manages its capital structure and makes adjustments to it based on funds available to the Company, in order to support exploration and development of mineral properties. The Board of Directors has not established quantitative capital structure criteria management, but will review on a regular basis the capital structure of the Company to ensure its appropriateness to the stage of development of the business.
The Company’s objectives when managing capital are:
- To maintain and safeguard its accumulated capital in order to provide an adequate return to shareholders by maintaining sufficient level of funds, to support continued evaluation and maintenance of the Company’s existing properties, and to acquire, explore and develop other precious metals, base metals and industrial mineral deposits;
- To invest cash on hand in highly liquid and highly rated financial instruments with high credit quality issuers, thereby minimizing the risk and loss of principal; and
- To obtain the necessary financing if and when it is required.
The properties in which the Company currently holds an interest is in the exploration stage and the Company is dependent on external financing to explore and take the project to development. In order to carry out planned exploration and development and pay for administrative costs, the Company will spend its existing working capital and attempt to raise additional amounts as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
In order to facilitate the management of capital and development of its mineral properties, the Company’s management informs the Board of Directors as to the quantum of expenditures for review and approval prior to commencement of work. In addition, the Company may issue new equity, incur additional debt, enter into joint venture agreements or dispose of certain assets. When applicable, the Company’s investment policy is to hold cash in interest bearing accounts at high credit quality financial institutions to maximize liquidity. In order to maximize ongoing development efforts, the Company does not pay dividends. The Company expects to continue to raise funds, from time to time, to continue meeting its capital management objectives.
There were no changes in the Company’s approach to capital management during the three months ended March 31, 2025 compared to the year ended to December 31, 2024. The Company is not subject to externally imposed capital requirements. Further information relating to management of capital is disclosed in Note 1.
Rokmaster Resources Corp. Notes to the Interim Consolidated Financial Statements
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars Unless Noted Otherwise)
12. Financial Instruments
Classification and Measurement
The Company classifies its cash, amounts receivable (excluding sales tax receivable) and reclamation bonds as financial assets measured at amortized costs. Accounts payable and accrued liabilities and due to related party are classified as other financial liabilities measured at amortized cost.
As of March 31, 2025, the statement of financial position carrying amounts of these financial instruments closely approximate their fair values, except for accounts payable and accrued liabilities where the fair value may be less than carrying amounts due to liquidity risks (Note 1).
The Company classifies financial instruments recognized at fair value in accordance with a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
- Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
- Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
- Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
The following provides the valuation method of the Company's financial instruments as at March 31, 2025 and December 31, 2024:
| As at | As at | ||
|---|---|---|---|
| March 31, 2025 | December 31, 2024 | ||
| Financial assets at amortized cost | $ 84,595 | $ 71,571 | |
| Other financial liabilities at amortized cost | $ 3,103,838 | $ 2,981,591 |
Financial Risk Management
The Company's activities expose it to a variety of financial risks including credit risk, liquidity risk and market risk.
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 credit risk consist of cash, short-term investment, reclamation bonds and amounts receivable. The carrying amount of financial assets recorded in the consolidated financial statements, net of any allowances for losses, represents the maximum exposure to credit risk.
The Company deposits its cash with a high credit quality major Canadian financial institution as determined by ratings agencies. The Company does not invest in asset-backed deposits or investments and does not expect any credit losses. To reduce credit risk, the Company regularly reviews the collectability of its amounts receivable and establishes an allowance based on its best estimate of potentially uncollectible amounts. The Company historically has not had difficulty collecting its amounts receivable.
Rokmaster Resources Corp. Notes to the Interim Consolidated Financial Statements
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars Unless Noted Otherwise)
12. Financial Instruments - Continued
Liquidity Risk - Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. The Company attempts to manage liquidity risk by maintaining a sufficient cash balance. As at March 31, 2025, the Company had cash of $19,845 to settle current liabilities of $3,103,838. Further information relating to liquidity risk is disclosed in Note 1.
Market Risks - The significant market risks to which the Company is exposed are currency and interest rate risks. The operating results and financial position of the Company are reported in Canadian dollars. As the Company conducts exploration and property examinations in other countries outside of Canada, some of the Company's transactions are denominated in currencies other than the Canadian dollar. The results of the Company's operations are subject to currency transaction and translation risks.
The Company has not entered into any agreements or purchased any foreign currency hedging arrangements to hedge possible currency risks at this time. Management believes the foreign exchange risk derived from currency conversions for property examinations incurred in other countries outside of Canada is not significant and therefore does not hedge its foreign exchange risk.
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company's interest rate risk arises primarily from interest earned on the short-term investment. Cash is not subject to interest rate risk since it does not bear interest.
13. Contingency
The Company is committed to making severance payments amounting to approximately $244,000 to certain officers and directors of the Company in the event that there is a change in control. Change in control is generally defined as follows: the acquisition by any unrelated party between 30% to 50% of the Company's shares, the change of 51% or more of the directors, the sale of all or substantially all of the assets of the Company, and/or a reorganization, merger or other transaction.
14. Segmented Information
The Company conducts its business in a single operating segment: the acquisition, exploration and development of mineral properties. Although the Company has subsidiaries in Peru, it has not conducted any operations and has no assets in Peru since the year ended December 31, 2018. Accordingly, the Company's assets as at March 31, 2025 and December 31, 2024 are located in Canada and its net losses for the three months ended March 31, 2025 and 2024 are based on a single location which is in Canada.
18
Rokmaster Resources Corp.
Notes to the Interim Consolidated Financial Statements
(Unaudited – Prepared by Management)
(Stated in Canadian Dollars Unless Noted Otherwise)
15. Events After the Reporting Period
On May 20, 2025, the Company announced that it has signed a definitive agreement (the "Agreement") for the option to acquire 100% of the Hanson Property (the "Hanson Property").
To earn a 100% interest in the Property, the Company must complete the following:
a. make an aggregate cash option payment of $210,000 as follows:
- $15,000 upon signing of the Agreement.
- $25,000 on or before April 1, 2026;
- $30,000 on or before April 1, 2027;
- $60,000 on or before April 1, 2028;
- $80,000 on or before April 1, 2029; and
b. issue an aggregate of 3,600,000 Rokmaster shares as follows:
- 500,000 shares within 30 days of signing or receipt of regulatory approval;
- 500,000 shares on or before April 1, 2026;
- 600,000 on or before April 1, 2027;
- 1,000,000 on or before April 1, 2028; and
- 1,000,000 on or before April 1, 2029
Upon commencement of commercial production on the Hanson Property, it will be subject to a 1.5% NSR and one-half of which (0.75%) can be purchased by Rokmaster for $750,000.
Closing of the Hanson Property transaction is subject to receipt of all requisite regulatory approvals.