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RT Minerals Corp. — Interim / Quarterly Report 2025
Apr 30, 2025
46258_rns_2025-04-29_8a2d7ece-6fbc-4dd4-b131-d9383b1868b0.pdf
Interim / Quarterly Report
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RT MINERALS CORP.
(An Exploration Stage Company)
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024
UNAUDITED
(Expressed in Canadian Dollars)
NO AUDITOR REVIEW OF CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
These unaudited condensed interim consolidated financial statements have been prepared by management of the Company and have not been reviewed by the Company’s independent auditor.
RT MINERALS CORP.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2025 AND FEBRUARY 29, 2024
(UNAUDITED – SEE “NOTICE TO READER” BELOW)
In accordance with National Instrument 51-102 released by the Canadian Securities Administrators, the Company discloses that its external auditors have not reviewed the unaudited condensed interim consolidated financial statements for the periods ended February 28, 2025 and February 29, 2024.
NOTICE TO READER OF THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The condensed interim consolidated financial statements of RT Minerals Corp. and the accompanying condensed interim consolidated statements of financial position as at February 28, 2025 and the condensed interim consolidated statements of comprehensive loss, statements of changes in equity and cash flows for the three months ended February 28, 2025 and February 29, 2024 are the responsibility of the Company’s management. These consolidated financial statements have not been reviewed on behalf of the shareholders by the independent external auditors of the Company, Manning Elliott LLP.
The consolidated financial statements have been prepared by management and include the selection of appropriate accounting principles, judgments and estimates necessary to prepare these consolidated financial statements in accordance with International Financial Reporting Standards. The Audit Committee of the Board of Directors, consisting of three members, has reviewed the financial statements and related financial reporting matters prior to submitting the financial statements to the Board for approval.
| “Alson Niu” | “Ryan Torres” |
|---|---|
| Alson Niu | |
| Chief Executive Officer | |
| April 29, 2025 | Ryan Torres |
| Chief Financial Officer | |
| April 29, 2025 |
RT MINERALS CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED) – Page 1
(Expressed in Canadian Dollars)
| Note | February 28, 2025 $ | November 30, 2024 $ | |
|---|---|---|---|
| Assets | |||
| Current assets | |||
| Cash | 14,776 | 265,980 | |
| Amounts receivable | 55,110 | 26,532 | |
| Prepaid expenses | 4,153 | 31,481 | |
| Total current assets | 74,039 | 323,993 | |
| Non-current assets | |||
| Equipment | 6 | 1,422 | 1,497 |
| Exploration and evaluation assets | 7 | 454,086 | 85,136 |
| Total assets | 529,547 | 410,626 | |
| Liabilities | |||
| Current liabilities | |||
| Trade and other payables | 195,005 | 263,802 | |
| Due to related parties | 11 | 1,370 | 3,318 |
| Loans payable | 8 | 201,483 | 107,404 |
| Total current liabilities | 397,858 | 374,524 | |
| Non-current liabilities | |||
| Loan payable | 8 | 36,617 | 35,371 |
| Total liabilities | 434,475 | 409,895 | |
| Equity | |||
| Share capital | 9 | 18,761,204 | 18,393,704 |
| Reserves | 9 | 2,176,047 | 2,176,047 |
| Accumulated deficit | (20,842,179) | (20,569,020) | |
| Total equity | 95,072 | 731 | |
| Total liabilities and equity | 529,547 | 410,626 |
Nature of operations and going concern (Note 1)
These condensed interim consolidated financial statements were approved and authorized for issue by the Board of Directors on April 29, 2025 and are signed on its behalf by:
/s/"Alson Niu Director /s/"Ryan Torres" Director
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
RT MINERALS CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) – Page 2
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024
(Expressed in Canadian Dollars)
| Note | February 28, 2025 $ | February 29, 2024 $ | |
|---|---|---|---|
| Expenses | |||
| Accounting and audit | - | 25,006 | |
| Advertising and promotion | 215,205 | - | |
| Consulting | 11 | 36,499 | 58,119 |
| Depreciation | 6 | 75 | 107 |
| Filing fees | 1,392 | - | |
| Investor communication | - | 3,932 | |
| Legal | 482 | 6,039 | |
| Management | 11 | 6,000 | 28,000 |
| Office | 6,609 | 2,694 | |
| Transfer agent | 1,472 | 1,706 | |
| Travel | - | 48 | |
| Total expenses | (267,734) | (125,651) | |
| Other items | |||
| Interest expense and accretion | 8 | (5,425) | (367) |
| Total other items | (5,425) | (367) | |
| Net loss and comprehensive loss | (273,159) | (126,018) | |
| Loss per common share, basic and diluted | (0.03) | (0.08) | |
| Weighted average number of common shares outstanding | 9,390,953 | 1,546,669 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
RT MINERALS CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)– Page 3
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024
(Expressed in Canadian Dollars)
| Number of Shares | Share Capital $ | Reserves $ | Accumulated Deficit $ | Total $ | |
|---|---|---|---|---|---|
| Balance at November 30, 2023 | 1,468,158 | 17,619,755 | 2,176,047 | (19,733,562) | 62,240 |
| Shares issued for private placement, net of issuance costs | 714,286 | 289,683 | - | - | 289,683 |
| Net loss and comprehensive loss for the period | - | - | - | (126,018) | (126,018) |
| Balance at February 29, 2024 | 2,182,444 | 17,909,438 | 2,176,047 | (19,859,580) | 225,905 |
| Balance at November 30, 2024 | 7,563,175 | 18,393,704 | 2,176,047 | (20,569,020) | 731 |
| Shares issued for acquisition of subsidiary | 3,500,000 | 367,500 | - | - | 367,500 |
| Net loss and comprehensive loss for the period | - | - | - | (273,159) | (273,159) |
| Balance at February 28, 2025 | 7,563,175 | 18,761,204 | 2,176,047 | (20,842,179) | 95,072 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
RT MINERALS CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) – Page 4
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024
(Expressed in Canadian Dollars)
| February 28, 2025 | February 29, 2024 | |
|---|---|---|
| $ | $ | |
| Operating activities | ||
| Net loss for the period | (273,159) | (126,018) |
| Items not involving cash: | ||
| Accrued interest and accretion | 5,425 | - |
| Depreciation | 75 | 107 |
| Changes in non-cash working capital accounts: | ||
| Amounts receivable | (28,578) | (3,409) |
| Prepaid expenses | 27,328 | (286) |
| Due to related parties | (1,948) | - |
| Trade and other payables | (68,797) | 56,562 |
| Total cash flows used in operating activities | (339,654) | (73,044) |
| Investing activities | ||
| Expenditures on exploration and evaluation assets | (1,450) | (1,250) |
| Total cash flows used in investing activities | (1,450) | (1,250) |
| Financing activities | ||
| Proceeds from share issuance | - | 300,000 |
| Share issue costs | - | (10,317) |
| Loans received | 89,900 | - |
| Loans repayment | - | (50,800) |
| Total cash flows provided by financing activities | 89,900 | 238,883 |
| Increase in cash | (251,204) | 164,589 |
| Cash, beginning of period | 265,980 | 93,599 |
| Cash, end of period | 14,776 | 258,188 |
| Supplemental information | ||
| Interest paid | - | - |
| Income taxes paid | - | - |
Refer to Note 14 for non-cash transactions incurred during the three months ended February 28, 2025 and February 29, 2024.
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
RT MINERALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – Page 5 FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024
(Expressed in Canadian Dollars)
1. NATURE OF OPERATIONS AND GOING CONCERN
RT Minerals Corp. (the "Company") was incorporated under the Business Corporations Act of British Columbia on March 9, 2007. The Company's business activity is the exploration and evaluation of mineral properties in Canada. The Company is listed on the TSX Venture Exchange ("TSXV"), having the symbol RTM-V, as a Tier 2 mining issuer.
The address of the Company's corporate office and principal place of business is Suite 1100 – 1199 West Hastings Street, Vancouver, British Columbia, Canada.
As at February 28, 2025, the Company had not yet determined whether the Company's mineral property assets contain ore reserves that are economically recoverable. The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete the development of and the future profitable production from the properties or realizing proceeds from their disposition. The Company has not generated revenue or net cash flows from operations and as at February 28, 2025, has a working capital deficiency of $323,819 and has accumulated losses of $20,842,179. The Company's ability to continue its operations, develop its properties and to realize its assets at their carrying values is dependent upon obtaining additional financing and generating revenues sufficient to cover its operating costs. Management is of the opinion that sufficient working capital will be obtained from external financing to meet the Company's liabilities and commitments as they become due, although there is a substantial risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. These factors form a material uncertainty which casts significant doubt upon the Company's ability to continue as a going concern.
These condensed interim consolidated financial statements do not give effect to any adjustments which would be necessary, should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in these condensed interim consolidated financial statements.
2. BASIS OF PREPARATION
a) Statement of Compliance
These condensed interim consolidated financial statements for the three months ended February 28, 2025 have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the Company's 2024 annual financial statements which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").
The condensed interim consolidated financial statements have been prepared using accounting policies consistent with those used in the Company's 2024 annual financial statements except for new standards, interpretations and amendments mandatorily effective for the first time from January 1, 2023. Note 3 sets out the impact of new standards, interpretations and amendments that have had a material effect on the financial statements.
RT MINERALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – Page 6 FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024
(Expressed in Canadian Dollars)
2. BASIS OF PREPARATION (CONTINUED)
a) Statement of Compliance (continued)
The condensed interim consolidated financial statements were authorized for issue by the Board of Directors on April 29, 2025.
The preparation of condensed interim consolidated financial statements in compliance with IAS 34 requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas where significant judgments and estimates have been made in preparing the financial statements and their effect are disclosed in Note 4.
b) Basis of Measurement
These condensed interim consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value as described in Note 3.
These condensed interim consolidated financial statements are presented in Canadian dollars, which is also the Company’s functional currency.
c) Basis of Consolidation
These condensed interim consolidated financial statements include the accounts of the Company and its wholly-owned dormant subsidiaries, Catharine Gold Inc. (“CGI”) and RT Minerals Corp (Guyana) Inc. (“RTMG”). RTMG was incorporated in Guyana. Inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated on consolidation.
3. SUMMARY OF MATERIAL ACCOUNTING POLICIES
The accounting policies followed in these condensed interim financial statements are the same as those applied in the Company’s most recent audited consolidated annual financial statements for the year ended November 30, 2024, except for the adoption of Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) mentioned below. Therefore, it is recommended that this financial report be read in conjunction with the audited annual consolidated financial statements of the Company for the years ended November 30, 2024 and 2023. Material accounting policies and judgments were adopted by the Company.
Adoption of new and revised accounting standards and interpretations
In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2, Making Materiality Judgements to disclose material accounting policy information rather than 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. The amendments are effective January 1, 2023, and have not had a material effect on the Company’s condensed interim financial statements.
RT MINERALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – Page 7 FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024
(Expressed in Canadian Dollars)
3. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)
Other New Accounting Standards, Interpretations and Amendments to Existing Standards
New accounting pronouncements issued but not yet effective
Amendments to IFRS 7 and 9 - Classification & Measurement of Financial Instruments
The amendments change the requirements in IFRS 7 and IFRS 9 seek to clarify the date of recognition and derecognition of some financial assets and liabilities with a new exception for some financial liabilities settled through an electronic cash transfer system and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion. Further, the amendments will add new disclosures for certain instruments with contractual terms that can change cash flows such as instruments with features linked to the achievement of environment, social and governance (ESG) targets and update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI).
The new amendments will be effective for years beginning on or after January 1, 2026.
Introduction of IFRS 18 - Presentation and Disclosure in Financial Statements
IFRS 18 is the new standard on financial statement presentation and disclosure with a focus on updates to the statement of profit or loss. IFRS 18 will replace IAS 1, Presentation of Financial Statements, and retains many of the existing principles in IAS 1. IFRS 18 will define the structure for the statement of profit or loss. The new standard will require disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements (that is, management-defined performance measures); and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.
New accounting pronouncements issued but not yet effective
IFRS 18 will be effective for years beginning on or after January 1, 2027.
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 effect on the Company's consolidated financial statements. The Company did not adopt any new accounting pronouncements during the year ended November 30, 2024, which had a significant impact on the consolidated financial statements.
Management is in the process of assessing the new standards above that were issued by the IASB which are not yet effective. Management has not yet determined the impact of these new standards on the Company's financial statements.
RT MINERALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – Page 8
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024
(Expressed in Canadian Dollars)
- CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
There have been no material revisions to the nature of judgments and amount of changes in estimates of amounts reported in the Company’s 2024 annual consolidated financial statements.
- SHORT-TERM INVESTMENTS
Kingsview Minerals Ltd.
On October 18, 2022, pursuant to a property sale agreement, the Company received 1,800,000 common shares of Kingsview Minerals Ltd. (“Kingsview”), a public company listed for trading on the Canadian Securities Exchange, which were recorded at their market value of $216,000. These securities were sold during the year ended November 30, 2023 and the Company realized a loss on disposal of $98,423.
- EQUIPMENT
| Computer Equipment $ | Total $ | |
|---|---|---|
| Cost | ||
| Balance at November 30, 2023 and 2022 | - | - |
| Additions | 2,139 | 2,139 |
| Balance at February 28, 2025 and November 30, 2024 | 2,139 | 2,139 |
| Depreciation | ||
| Balance at November 30, 2024 | 642 | 642 |
| Depreciation | 75 | 75 |
| Balance at February 28, 2025 | 717 | 717 |
| Carrying amounts | ||
| At November 30, 2024 | 1,497 | 1,497 |
| At February 28, 2025 | 1,422 | 1,422 |
RT MINERALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – Page 9
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024
(Expressed in Canadian Dollars)
- EXPLORATION AND EVALUATION ASSETS
| | Blakelock
$ | Case
Batholith
$ | Galna-
Moody
$ | Ireland
$ | Kendrey
$ | Kenoga-
ming
$ | McQuib-
ban
$ | Milligan
$ | Nordica
$ | Pharand
$ | Sheba
$ | Timmins
$ | Rogue
$ | Total
$ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, November 30, 2023 | 3,661 | 67,482 | 1,200 | 6,024 | 2,237 | 4,092 | 3,076 | 2,800 | 48,256 | 4,670 | 57,850 | 10,541 | - | 211,889 |
| Exploration costs | | | | | | | | | | | | | | |
| Geology | - | - | - | - | - | - | - | - | 1,125 | - | - | 625 | - | 1,750 |
| | - | - | - | - | - | - | - | - | 1,125 | - | - | 625 | - | 1,750 |
| Acquisition costs | - | - | - | - | - | - | - | - | - | - | - | - | - | - |
| Impairment | (3,661) | (6,562) | (1,200) | (6,024) | (2,237) | (4,092) | (3,076) | (2,800) | (29,631) | (4,670) | (57,850) | (6,700) | - | (128,503) |
| Balance, November 30, 2024 | - | 60,920 | - | - | - | - | - | - | 19,750 | - | - | 4,466 | - | 85,136 |
| Acquisition costs | - | 1,450 | - | - | - | - | - | - | - | - | - | - | 367,500 | 368,950 |
| Balance, February 28, 2025 | - | 62,370 | - | - | - | - | - | - | 19,750 | - | - | 4,466 | 367,500 | 454,086 |
RT MINERALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – Page 10 FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024
(Expressed in Canadian Dollars)
7. EXPLORATION AND EVALUATION ASSETS (CONTINUED)
a) Link-Catharine RLDZ Property (Kirkland Lake, Ontario)
On September 28, 2020, the Company signed an option agreement (the “Option Agreement”) to acquire a 100% interest, subject to a 2% retained royalty, in the Link-Catharine RLDZ gold property located 25 kilometres south-east of the town of Kirkland Lake, Ontario. The Company may earn its interest in the property by paying an initial consideration of $15,000 (paid), issuing 1,786 common shares of the Company (issued on October 7, 2020 with a fair value of $22,500) upon receipt of TSXV approval of the Option Agreement (the “Acceptance Date”) (approved October 7, 2020) and incurring $100,000 in exploration expenditures within four months of the Acceptance Date (incurred); and making additional optional payments of:
- i. $20,000 (paid) and 1,786 common shares (issued on October 7, 2021 with a fair value of $15,000) on or before the first anniversary of the Acceptance Date;
- ii. $25,000 (paid), 1,786 common shares (issued on September 26, 2022) and $100,000 (incurred) in exploration expenditures on or before the second anniversary of the Acceptance Date;
- iii. $25,000, 1,786 common shares and $200,000 (incurred) in exploration expenditures on or before the third anniversary of the Acceptance Date;
- iv. $30,000, 1,786 common shares and $200,000 (incurred) in exploration expenditures on or before the fourth anniversary of the Acceptance Date; and
- v. $85,000, 5,000 common shares and $400,000 (incurred) in exploration expenditures on or before the fifth anniversary of the Acceptance Date.
On September 28, 2023, the Company elected to terminate the option agreement on the Link-Catharine RLDZ Gold Property and accordingly the Company recorded impairment expense of $1,497,249 during the year ended November 30, 2023.
b) Blakelock, McQuibban and Milligan Gold Properties (Northeastern Ontario)
The Blakelock property is comprised of 9 claim blocks in the Blakelock Township in Ontario which the Company acquired by map staking (MLAS) in September 2022.
The McQuibban property is comprised of 19 claim blocks in the McQuibban Township in Ontario which the Company acquired by map staking (MLAS) in September 2022.
The Milligan property is comprised of 16 claim blocks in the Milligan Township in Ontario which the Company acquired by map staking (MLAS) in October 2022.
During 2024 management decided to focus on other properties, and wrote of these properties and recorded an aggregate impairment expense of $9,537 during the year ended November 30, 2024.
c) Timmins Base Metal Property (Timmins, Ontario)
The Timmins property is located in the Timmins Township in Ontario which the Company acquired by map staking (MLAS) in October 2022 and February 2023. As at November 30, 2024, there are 14 claims remained in the Timmins property.
The Company recorded impairment expense of $6,700 for certain claims that lapsed during the year ended November 30, 2024.
RT MINERALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – Page 11 FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024
(Expressed in Canadian Dollars)
7. EXPLORATION AND EVALUATION ASSETS (CONTINUED)
d) Ireland Rare Earth Element (“REE”) Property (Smooth Rock Falls, Ontario)
The Ireland property is comprised of 52 claim blocks in the Ireland Township in Ontario which the Company acquired by map staking (MLAS) in November 2022.
The Company recorded impairment expense of $6,024 during the year ended November 30, 2024. The Company is no longer exploring this property and fully impaired the Ireland as at November 30, 2024.
e) Case Batholith Lithium, Cesium Property (Cochrane, Ontario)
The Case Batholith property is located in the Case, Heighington and Sequin-Kenning Townships in Ontario. The Company acquired 100% interest in 90 claim by map staking (MLAS) in December 2022 and February 2023.
On February 14, 2023, the Company entered into an agreement with an arm’s length party to purchase 100% interest in 51 MLAS staked mineral claims in Potter Township in Ontario for consideration of $3,000 cash and 17,857 common shares of the Company. The transaction closed on April 26, 2023 and the consideration shares were issued with a fair value of $23,750. The mineral claims are subject to a 2% net smelter return (“NSR”) royalty of which the Company may purchase 1% of the NSR for $1,000,000 at any time.
On February 14, 2023, the Company entered into an agreement with an arm’s length party to purchase 100% interest in 78 MLAS staked mineral claims (Note 7(g)), of which 62 of the claims in the Aggasiz, Bragg, Challies, Sangster and Seguin Townships in Ontario comprise the Case Batholith property, for consideration of $4,100 cash and 17,857 common shares of the Company. The transaction closed on April 26, 2023 and the consideration shares were issued with a fair value of $23,750. Fourteen (14) of the mineral claims are subject to a 2% NSR royalty of which the Company may purchase 1% of the NSR for $1,000,000 at any time.
As at November 30, 2024, there were 195 active claims remained in the Case Batholith property. The Company recorded impairment expense of $6,562 for certain claims that lapsed during the year ended November 30, 2024.
f) Kenogaming, Pharand I and II Nickel, Chromium, Cobalt Properties (Ontario)
The Kenogaming property is comprised of 8 mineral claims in the Kenogaming Township in Ontario. The Company acquired two of the claims by map staking (MLAS) in February 2023 and six of the claims were acquired pursuant to a multi-property acquisition agreement of 78 mineral claims described in Note 7(f).
The Pharand I property is comprised of 16 mineral claims in the Pharand Township in Ontario. The Company acquired six of the claims by map staking (MLAS) in February 2023 and 10 of the claims were acquired pursuant to a multi-property acquisition agreement of 78 claims described in Note 7(f).
The Pharand II property is comprised of 14 mineral claims in the Pharand Township in Ontario which the Company acquired by map staking (MLAS) in February 2023.
During 2024 management decided to focus on other properties and wrote of these properties and recorded an aggregate impairment expense of $8,762 during the year ended November 30, 2024.
RT MINERALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – Page 12 FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024
(Expressed in Canadian Dollars)
7. EXPLORATION AND EVALUATION ASSETS (CONTINUED)
g) Nordica Copper, Nickel, Cobalt, Chromium, Palladium Property (Ontario)
The Nordica property is located in the Nordica Township in Ontario.
On May 29, 2023, the Company entered into an agreement with an arm’s length party to purchase 100% interest in 20 mineral claims (the “Vendor Claims”) in Nordica Township in Ontario for consideration of 21,429 common shares of the Company and a 2% NSR royalty on the Vendor Claims as well as any claims that the Company has acquired within a 2 km area of interest surrounding the Vendor Claims, of which 0.8% NSR may be purchased for $2,500,000 at any time. The transaction closed on June 28, 2023 and the consideration shares were issued with a fair value of $33,000. As at November 30, 2024, there were 8 active claims remained in the Nordica property.
The Company recorded impairment expense of $29,631 for certain claims that lapsed during the year ended November 30, 2024.
h) Kendrey REE Property (Smooth Rock Falls, Ontario)
The Kendrey property is comprised of 32 claim blocks in the Kendrey and Colquhoun Townships in Ontario which the Company acquired by map staking (MLAS) in May 2023.
During 2024 management decided to focus on other properties and wrote of this property and recorded an impairment expense of $2,237 during the year ended November 30, 2024. The Company fully impaired the Kendrey as at November 30, 2024.
i) Galna-Moody Copper, Nickel, Cobalt, Chromium Property (Iroquois Falls, Ontario)
The Galna-Moody property is comprised of 24 claims in the Galna and Moody Townships in Ontario which the Company acquired by map staking (MLAS) in April 2023.
During 2024 management decided to focus on other properties and wrote of this property and recorded an impairment expense of $1,200 during the year ended November 30, 2024. The Company fully impaired the Galna-Moody as at November 30, 2024.
j) Sheba Copper, Nickel, Cobalt, Chromium, Platinum, Palladium Property (Sheba Township, Ontario)
The Sheba property is comprised of 201 mineral claims totalling approximately 2,650 hectares within the northwest-southeast trending Michie, Sheba and Alma Township corridor in the Abitibi Greenstone belt. The Company acquired 150 of the claims by map staking (MLAS) in July 2023 and 51 of the claims were acquired pursuant to an acquisition agreement.
On May 31, 2023, the Company entered into an agreement with an arm’s length party to purchase 100% interest in 51 mineral claims in Sheba and Robertson Townships in Ontario for consideration of $3,000 cash and 17,857 common shares of the Company. The transaction closed on July 5, 2023 and the consideration shares were issued with a fair value of $45,000.
During 2024 management decided to focus on other properties and wrote of this property and recorded an impairment expense of $57,850 during the year ended November 30, 2024. The Company fully impaired the Sheba as at November 30, 2024.
RT MINERALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – Page 13
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024
(Expressed in Canadian Dollars)
7. EXPLORATION AND EVALUATION ASSETS (CONTINUED)
k) Rogue Property
On October 21, 2024, the Company entered into a definitive agreement with 1502493 B.C. Ltd. (“1502493”) and its shareholders to acquire 100% of the issued and outstanding shares of 1502493. Through this transaction, RT Minerals would acquire 100% mineral claims interest in the Rogue property, a highly prospective area for mineral exploration.
Under the terms of the agreement, the Company issued an aggregate of 3,500,000 common shares of the Company at a fair value of $0.105 per share to the shareholders of 1502493 in exchange for all outstanding shares of 1502493. The transaction was completed on January 13, 2025.
The Company accounted for the purchase of 1502493 as an asset acquisition as it did not meet the definition of a business under IFRS 3, “Business Combination”. The following table summarizes the total consideration, the fair value of the identifiable assets acquired, and liabilities assumed as of the date of the acquisition:
| Fair value of common shares issued (3,500,000 shares at $0.105) | $ | 367,500 |
|---|---|---|
| Total consideration | $ | 367,500 |
| Assets acquired: | ||
| Exploration and evaluation asset | $ | 367,500 |
8. LOANS PAYABLE
The following table summarizes the outstanding balance and changes in loans payable during the three months ended February 28, 2025 and year ended November 30, 2024:
| February 28, 2025 | November 30, 2024 | |
|---|---|---|
| $ | $ | |
| Beginning | 142,775 | 90,800 |
| Additions | 89,900 | 97,000 |
| Interest expense and accretion | 5,425 | 14,793 |
| Fair value adjustment on loan | - | (9,018) |
| Repayments | - | (50,800) |
| Ending | 238,100 | 142,775 |
| Current portion of loans payable | 201,483 | 107,404 |
| Non-current loan payable | 36,617 | 35,371 |
a) Loans outstanding as at February 28, 2025
On April 30, 2020, the Company received a loan from the Canadian government’s Canada Emergency Business Account (“CEBA”) Program in the amount of $40,000, of which $10,000 was forgivable if the balance was repaid by January 18, 2024. As the Company has not repaid the loan on due date, the entire loan amount of $40,000 is subject to interest rate of 5% per annum and with due date of December 31, 2026. A fair value adjustment of $9,018 was recorded reflecting discounting at 5% fair value interest rate to a 5% stated rate during the year ended November 30, 2024. The carrying value of the loan as of February 28, 2025 was $36,617 (November 30, 2024 –
RT MINERALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – Page 14 FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024
(Expressed in Canadian Dollars)
8. LOANS PAYABLE (CONTINUED)
$35,371), and the contractual principal repayment amount is $40,000 (November 30, 2024 - $40,000).
On March 14, 2024, the Company received a loan of $97,000 from an arms-length party. The loan is due on demand and bears interest of 15% per annum. During the three months ended February 28, 2025, the Company recognized interest expense of $3,588 (February 29, 2024 - $Nil). As of February 28, 2025, the outstanding loan balance was $110,992 (November 30, 2024 - $107,404).
On February 12, 2025, the Company received a loan of $89,900 from an arms-length party. The loan is due within one year and bears interest of 15% per annum. During the three months ended February 28, 2025, the Company recognized interest expense of $591. As of February 28, 2025, the outstanding loan balance was $90,491.
b) Loans fully repaid by November 30, 2024
On January 31, 2023, an amount of $126,537 in severance, consulting fees, expenses and GST payable to the former Chairman, CEO and President of the Company was converted into a demand loan bearing interest at 8% per annum and payable on demand after March 31, 2023. During the year ended November 30, 2023, the Company repaid $75,737 in loan principal along with interest of $6,332. As at November 30, 2023, the loan principal outstanding was $50,800. During the year ended November 30, 2023, the Company recognized interest expense of $6,665. On January 5, 2024, the remaining loan balance of $50,800 was paid in full.
On January 31, 2023, an amount of $41,475 in consulting fees and GST payable to a company controlled by the son of the former Chairman, CEO and President of the Company was converted into a demand loan bearing interest at 8% per annum and payable on demand after March 31, 2023. On May 1, 2023, the Company repaid the remaining loan principal along with interest of $782.
On February 8, 2023, the former Chairman, CEO and President of the Company agreed to advance to the Company up to $30,000 in an operating loan bearing interest at 8% per annum and payable on demand after March 31, 2023. During the period, a total of $29,480 was advanced under the loan. On March 16, 2023, the Company repaid $10,000 in loan principal and on May 1, 2023, the Company repaid $19,480 in loan principal along with interest of $289.
9. SHARE CAPITAL AND RESERVES
a) Common Shares
The Company is authorized to issue an unlimited number of common shares without par value.
The holders of common shares are entitled to receive dividends and are entitled to one vote per share at meetings of the Company. All shares are ranked equally with regards to the Company's residual assets.
On June 5, 2024, the Company consolidated its issued and outstanding share capital on a basis of one post consolidated share for each 14 pre-consolidated shares.
As a result of the Share Consolidation, the number of shares, warrants, options presented in these consolidated financial statements and the calculated weighted average number of
RT MINERALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – Page 15
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024
(Expressed in Canadian Dollars)
9. SHARE CAPITAL AND RESERVES (CONTINUED)
common shares issued and outstanding for the purpose of earnings per share calculation reflect the post-consolidation shares and all share amounts disclosed have been retroactively adjusted for all years presented.
The Company completed the following common share transaction during the three months ended February 28, 2025:
i) On January 13, 2025, the Company issued 3,500,000 common shares as consideration for the acquisition of subsidiary. (Note 7)
The Company completed the following common share transactions during the year ended November 30, 2024:
ii) On September 13, 2024, the Company closed a non-brokered private placement of 5,380,731 units of the Company at $0.09 per unit for gross proceeds of $484,266. Each Unit consists of one common share and one common share purchase warrant. Each warrant is exercisable into one common share at a price of $0.12 per warrant for 24 months from the date of issuance. As the closing price of the common share was $0.12 per share at the date of issuance, there were no residual value assigned to warrants.
iii) On February 20, 2024, the Company completed a non-brokered private placement consisting of 714,286 common shares at a price of $0.42 per share for gross proceeds of $300,000. The Company incurred share issuance costs of $10,317.
For the year ended November 30, 2024, the Company has incurred other fees of $30,317 in connection with the private placements noted above.
b) Preferred Shares
The Company is authorized to issue an unlimited number of preferred shares. No preferred shares have been issued since the Company's inception.
c) Reserves
| February 28, 2025 | November 30, 2024 | |
|---|---|---|
| $ | $ | |
| Fair value of warrants issued | 380,408 | 380,408 |
| Fair value of stock options granted or vested | 1,795,639 | 1,795,639 |
| Reserves | 2,176,047 | 2,176,047 |
d) Share Purchase Warrants
A summary of the Company's share purchase warrants at February 28, 2025 and November 30, 2024 and the changes for the year ended is presented below:
RT MINERALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – Page 16
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024
(Expressed in Canadian Dollars)
- SHARE CAPITAL AND RESERVES (CONTINUED)
| Number of Warrants | Weighted Average Exercise Price | Weighted Average Life (Years) | |
|---|---|---|---|
| Balance at November 30, 2023 | 507,617 | $1.12 | 0.42 |
| Issue of warrants | 5,380,731 | $0.12 | 1.78 |
| Expiry of warrants | (507,617) | $1.16 | - |
| Balance at November 30, 2024 and February 28, 2025 | 5,380,731 | $0.12 | 1.54 |
On September 12, 2024, the Company issued 5,380,731 warrants exercisable at $0.12 per share for a two-year term pursuant to the private placement described in Note 9(a)(i).
- SHARE-BASED PAYMENTS
Option Plan Details
The Company has an incentive Stock Option Plan (“the Plan”) under which non-transferable options to purchase common shares of the Company may be granted to directors, officers, employees or service providers of the Company. The Plan was approved by the Board on March 21, 2011, was approved by the Company’s shareholders on April 29, 2011, and came into effect on August 5, 2011 upon acceptance by the TSXV of the Company’s listing application and commencement of trading on the TSXV. On October 23, 2023, the Company’s shareholders approved an updated stock option plan with nearly identical terms to the 2011 stock option plan. The Plan provides for the issuance of options to acquire shares of the Company up to 10% of the then issued and outstanding shares of the Company.
During the three months ended February 28, 2025 and year ended November 30, 2024, the Company did not grant stock options.
A summary of the Company’s stock options at February 28, 2025 and year ended November 30, 2024 and the changes for the periods ended is presented below:
| Options Outstanding | Weighted Average Exercise Price | |
|---|---|---|
| Balance, November 30, 2023 | 22,500 | $9.10 |
| Expired | - | |
| Forfeited | (22,500) | $9.10 |
| Balance, November 30, 2024 and February 28, 2025 | - | - |
RT MINERALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – Page 17
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024
(Expressed in Canadian Dollars)
11. RELATED PARTY TRANSACTIONS
All related party transactions are recorded at the exchange amount which is the amount agreed to by the Company and the related party.
Key Management Compensation
Key management personnel are persons responsible for planning, directing and controlling the activities of an entity, and include directors, the chief executive officer and chief financial officer of the Company. Fees for services performed by key management personnel are considered to be related party fees and total management personnel compensation is comprised of the following:
| February 28, 2025 | February 29, 2024 | |
|---|---|---|
| $ | $ | |
| Consulting fees | 10,859 | - |
| Director fees | 6,000 | - |
| Consulting, director, management, and other fees to former directors and officers | - | 36,750 |
| 16,859 | 36,750 |
The Company had entered into an Officer Agreement with the Company's former Chief Executive Officer and President (the "President") effective November 1, 2021 for no fixed term for compensation of a monthly salary of $1,500 and reduced to $750 as at November 1, 2023. During the three months ended February 28, 2025, the Company recorded $Nil (February 29, 2024 - $5,000) in executive salary payable to the former President and an additional $Nil (February 29, 2024 - $1,250) in project management fees.
During the three months ended February 28, 2025, the Company recorded $Nil (February 29, 2024 - $20,500) in management fees to a former CEO and director, $6,000 (February 29, 2024 - $2,500) in director fees to four directors, $10,859 (February 29, 2024 - $Nil), consulting fee to a director and $Nil (February 29, 2024 - $7,500) in consulting fees to a former CFO.
Due to related parties at February 28, 2025 includes $1,370 (November 30, 2024 - $3,318) in amounts owing to directors and officers for unpaid salaries, consulting fees and expenses. The amounts outstanding are non-interest bearing, unsecured and without payment terms.
12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Fair values
The Company's financial instruments include cash, short-term investments, trade and other payables, amounts due to related parties and loan payable. The fair value of these financial instruments approximates their carrying values due to the relative short-term maturity of these instruments.
The following table summarizes information regarding the carrying and fair values of the Company's financial instruments:
RT MINERALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – Page 18
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024
(Expressed in Canadian Dollars)
12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)
Fair values (continued)
| February 28, 2025 | November 30, 2024 | |||
|---|---|---|---|---|
| Fair Value $ | Carrying Value $ | Fair Value $ | Carrying Value $ | |
| FVTPL assets (i) | 14,776 | 14,776 | 265,980 | 265,980 |
| Amortized cost liabilities (ii) | 434,475 | 434,475 | 409,895 | 409,895 |
(i) Cash
(ii) Trade and other payables, due to related parties and loans payable
The Company classifies its fair value measurements in accordance with an established hierarchy that prioritizes the inputs in valuation techniques used to measure fair value as follows:
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 - Inputs for the asset or liability that are not based on observable market data.
The following table sets forth the Company's financial assets measured at fair value on a recurring basis by level within the fair value hierarchy as follows:
| As at February 28, 2025 | Level 1 $ | Level 2 $ | Level 3 $ | Total $ |
|---|---|---|---|---|
| Cash | 14,776 | - | - | 14,776 |
The Company believes the recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates.
The Company's financial instruments are exposed to certain financial risks: credit risk, liquidity risk, market risk and currency risk.
Credit risk
Credit risk is the risk of an unexpected loss associated with a counterparty's inability to fulfil its contractual obligations. The primary sources of credit risk for the Company arise from its financial assets consisting of cash and cash equivalents. The carrying value of these financial assets represents the Company's maximum exposure to credit risk. To minimize credit risk, the Company only holds its cash and term deposits with high credit chartered Canadian financial institutions. As at February 28, 2025, the Company has no financial assets that are past due or impaired due to credit risk defaults.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due. The Company's financial liabilities consist of its trade and other payables, amounts due to related parties and loan payable. The Company has a working capital deficiency of $323,819 as at February 28, 2025 and requires additional financing for operations and to meet its current obligations. The Company handles its liquidity risk through the management of its capital structure as described in Note 13.
RT MINERALS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – Page 19
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024
(Expressed in Canadian Dollars)
- FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)
Liquidity risk (continued)
The following are the contractual maturities of financial liabilities as at February 28, 2025:
| Carrying Amount $ | Contractual Cash Flows $ | Within 1 year $ | Within 2 years $ | Within 3 years $ | Over 3 years $ | |
|---|---|---|---|---|---|---|
| Trade payables | 195,005 | 195,005 | 195,005 | - | - | - |
| Due to related parties | 1,370 | 1,370 | 1,370 | - | - | - |
| Loans payable | 238,100 | 241,483 | 201,483 | - | 40,000 | - |
| Total | 434,475 | 437,858 | 397,858 | - | 40,000 | - |
Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, investment fluctuations, and commodity and equity prices. Market conditions will cause fluctuations in the fair values of financial assets and cause fluctuations in the fair value of future cash flows for assets or liabilities. The Company is not exposed to significant interest rate risk as the Company has no fluctuating interest bearing debt. The Company's ability to raise capital to fund exploration or development activities is subject to risks associated with fluctuations in gold and metal prices. Management closely monitors commodity prices, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.
Currency risk
Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currencies. The Company is not exposed to currency risk because all financial instruments are denominated in Canadian dollars, the Company's functional currency.
- CAPITAL MANAGEMENT
The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern such that it can support continued development of its exploration and evaluation assets, pursue the acquisition and exploration of other mineral interests, and to maintain a flexible capital structure for its projects for the benefit of its shareholders and other stakeholders. The Company is not exposed to externally imposed capital requirements.
The Company considers items included in equity to be 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. In order to maintain or adjust its capital structure, the Company may issue new shares, sell assets to settle liabilities, option its properties for cash from optionees, enter into joint venture arrangements, return capital to its shareholders or adjust the amount of cash.
- NON-CASH TRANSACTIONS
The Company did not have non-cash transactions during the three months ended February 28, 2025 and February 29, 2024 which have not been disclosed elsewhere in the notes to the financial statements.