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Stinger Resources Inc. Audit Report / Information 2024

Apr 29, 2025

48042_rns_2025-04-28_393ee3e9-aaa6-41de-a6e1-4f5a0e970e13.pdf

Audit Report / Information

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Stinger Resources Inc.

Consolidated Financial Statements

December 31, 2024

(Expressed in Canadian dollars)


D M C L

dmcl.ca

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

Independent Auditor's Report

To the Shareholders of Stinger Resources Inc.

Opinion

We have audited the consolidated financial statements of Stinger Resources Inc. (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2024 and 2023, and the consolidated statements of loss and comprehensive loss, changes in equity and cash flows for the years then ended and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "financial statements").

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB").

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 to the financial statements, which describes events or conditions, along with other matters which indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters, that in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our report.

Vancouver Surrey Tri-Cities Victoria
1500 - 1140 West Pender St.
Vancouver, BC V6E 4G1
604.687.4747 200 - 1688 152 St.
Surrey, BC V4A 4N2
604.531.1154 700 - 2755 Lougheed Hwy
Port Coquitlam, BC V3B 5Y9
604.941.8266 320 - 730 View St.
Victoria, BC V8W 3Y7
250.800.4694

Other Information

Management is responsible for the other information. The other information comprises the information included in Management's Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as issued by the IASB, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Barry Hartley.

Dmcl.

DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED PROFESSIONAL ACCOUNTANTS

April 28, 2025


Stinger Resources Inc.

Consolidated Statements of Financial Position

As at December 31, 2024 and 2023

(expressed in Canadian dollars)

| | 2024
$ | 2023
$ |
| --- | --- | --- |
| Assets | | |
| Current assets | | |
| Cash and cash equivalents | 629,650 | 898,519 |
| Prepaid expenses and deposits (note 4) | 13,875 | 12,989 |
| Receivables (note 5) | 70,331 | 63,784 |
| Note receivable (note 6) | 200,000 | - |
| Marketable securities (note 7) | 127,780 | 1,330,475 |
| | 1,041,636 | 2,305,767 |
| Prepaid expense (note 4) | 1,100,000 | 1,100,000 |
| Property and equipment (note 8) | 362,613 | 425,755 |
| Exploration and evaluation assets (notes 9 and 15) | 3,818,270 | 3,987,414 |
| | 6,322,519 | 7,818,936 |
| Liabilities | | |
| Current liabilities | | |
| Accounts payable and accrued liabilities (note 10) | 30,391 | 80,539 |
| | 30,391 | 80,539 |
| Shareholders’ Equity | | |
| Share capital (note 11) | 13,599,079 | 13,599,079 |
| Reserves (note 11) | 217,609 | 191,109 |
| Deficit | (7,524,560) | (6,051,791) |
| | 6,292,128 | 7,738,397 |
| | 6,322,519 | 7,818,936 |

Going concern (note 1)

Commitments (note 15)

Events after the reporting period (note 17)

See accompanying notes to these consolidated financial statements.

Approved by the Board of Directors

"Darren R. Blaney" Director "Robert N. Edwards" Director


Stinger Resources Inc.

Consolidated Statements of Loss and Comprehensive Loss
For the years ended December 31

(expressed in Canadian dollars)

| | 2024
$ | 2023
$ |
| --- | --- | --- |
| Expenses | | |
| Advertising and promotion | 61,205 | 29,032 |
| Business development and property investigation | 101,350 | 110,137 |
| Corporate communications | 7,126 | 5,376 |
| Depreciation on equipment (note 8) | 67,120 | 79,006 |
| Filing and transfer agent fees | 40,141 | 37,450 |
| Management fees (note 12) | 645,578 | 632,600 |
| Office and administration | 148,182 | 83,590 |
| Professional fees | 46,259 | 59,045 |
| Stock-based compensation (notes 11 and 12) | 26,500 | - |
| | (1,143,461) | (1,036,236) |
| Other | | |
| Loss on investment value (note 7) | (135,930) | (126,045) |
| Impairment of exploration and evaluation asset (note 9) | (193,378) | - |
| Net and Comprehensive loss | (1,472,769) | (1,162,281) |
| Basic and diluted loss per common share | (0.03) | (0.02) |
| Basic and diluted weighted average number of common shares outstanding | 49,647,742 | 49,647,742 |

See accompanying notes to these consolidated financial statements.


Stinger Resources Inc.

Consolidated Statements of Changes in Equity

For the years ended December 31, 2024 and 2023

(expressed in Canadian dollars)

Share capital Reserve
Number of shares Amount $ Share-based payment reserve $ Deficit $ Equity $
Balance as at January 1, 2024 49,647,743 13,599,079 191,109 (6,051,791) 7,738,397
Shares issued:
Valuation of options granted (note 11) 26,500 26,500
Net and comprehensive loss - - - (1,472,769) (1,472,769)
Balance as at December 31, 2024 49,647,743 13,599,079 217,609 (7,524,560) 6,292,128
Balance as at January 1, 2023 49,647,743 13,599,079 191,109 (4,889,510) 8,900,678
Net and comprehensive loss - - - (1,162,281) (1,162,281)
Balance as at December 31, 2023 49,647,743 13,599,079 191,109 (6,051,791) 7,738,397

See accompanying notes to these consolidated financial statements.


Stinger Resources Inc.

Consolidated Statements of Cash Flows
For the years ended December 31,
(expressed in Canadian dollars)

| | 2024
$ | 2023
$ |
| --- | --- | --- |
| Operating activities | | |
| Net loss | (1,472,769) | (1,162,281) |
| Items not affecting cash | | |
| Depreciation | 67,120 | 79,006 |
| Impairment of exploration and evaluation asset | 193,378 | - |
| Loss on investment value | 135,930 | 126,045 |
| Stock-based compensation | 26,500 | - |
| | (1,049,841) | (957,230) |
| Changes in non-cash working capital | | |
| Prepaid expenses and deposits | (886) | 18,583 |
| Receivables | (6,547) | 60,060 |
| Accounts payable and accrued liabilities | (50,148) | 11,109 |
| Cash used in operating activities | (1,107,422) | (867,478) |
| Financing activities | | |
| Short-term loan advanced | (200,000) | - |
| Cash used in financing activities | (200,000) | - |
| Investing activities | | |
| Expenditures of exploration and evaluation assets | (24,235) | (12,828) |
| Mining exploration tax credit received | - | 162,192 |
| Expenditures on property and equipment | (3,978) | (48,285) |
| Proceeds from sale of investments | 1,066,766 | - |
| Cash provided by investing activities | 1,038,553 | 101,079 |
| Decrease in cash | (268,869) | (766,399) |
| Cash and cash equivalents - beginning | 898,519 | 1,664,918 |
| Cash and cash equivalents - ending | 629,650 | 898,519 |
| Cash and cash equivalents are comprised of: | | |
| Cash | 599,650 | 868,519 |
| 1-year cashable GIC investment | 30,000 | 30,000 |
| | 629,650 | 898,519 |

See accompanying notes to these consolidated financial statements.


Stinger Resources Inc.
Notes to Consolidated Financial Statements
December 31, 2024
(expressed in Canadian dollars)

1 Nature of operations and going concern

Stinger Resources Inc. (the “Company”) was incorporated under the British Columbia Business Corporations Act on September 22, 2020. The Company is engaged in the exploration and development of mineral properties in Canada and has not yet determined whether its properties contain ore reserves that are economically recoverable.

The head office and principal address of the Company is 92 – 2nd Avenue W, Cardston, AB, Canada, ToK oKo. The Company’s registered address and records office is 890 W. Pender Street, Vancouver, British Columbia, Canada, V6C 1J8.

The Company’s shares are listed on the TSX Venture Exchange under the ticker symbol “STNG”.

Going concern

These consolidated financial statements have been prepared using International Financial Reporting Standards (“IFRS”) as they apply to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of operations. The Company is in the exploration stage and has not generated revenue from operations. The Company generated a net loss of $1,472,769 during the year ended December 31, 2024 (2023 – $1,162,281), generated negative cash flows from operating activities of $1,107,422 (2023 – $867,478) and, as of that date the Company’s deficit was $7,524,560 (2023 – $6,051,791) and had current assets in excess of current liabilities of $1,011,245 (2023 – $2,225,228). As the Company is in the exploration stage, the recoverability of the costs incurred to date on exploration properties is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of its properties and upon future profitable production or proceeds from the disposition of the properties and deferred exploration expenditures. These factors indicate the existence of material uncertainties that may cast significant doubt about the Company’s ability to continue as a going concern, and accordingly, the appropriateness of the use of accounting principles applicable to a going concern.

In recognition of these circumstances, as funding is required, management will pursue various financial alternatives to fund the Company’s exploration and development programs, including private placements, property or investment dispositions and settling payables for shares, so it can continue as a going concern. There is no assurance that these initiatives will be successful at that time.

These consolidated financial statements do not reflect the adjustments to the carrying values and classifications of assets and liabilities, or to the reported expenses that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.


Stinger Resources Inc.

Notes to Consolidated Financial Statements

December 31, 2024

(expressed in Canadian dollars)

2 Basis of preparation

These consolidated financial statements comply with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”).

These consolidated financial statements were approved for issuance by the Company’s board of directors (“Board”) on April 28, 2025.

These consolidated financial statements have been prepared on a historical cost basis except as disclosed in the material accounting policy information in note 3. They are presented in Canadian dollars which is the Company’s functional currency. There was no transaction in the subsidiary during the year ended December 31, 2024.

3 Material accounting policy information

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, except as disclosed under Standards, Amendments and Interpretations.

Basis of consolidation

The consolidated financial statements include accounts of the Company and its subsidiary.

Subsidiary is an entity controlled by the Company. Control exists when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are currently exercisable are taken into account. The financial statement of a subsidiary are included in the consolidated financial statements from the date that control commences until the date that control ceases. Inter-company transactions, balances and unrealized gains or losses with the subsidiaries are eliminated on consolidation. The consolidated financial statements of the subsidiaries are prepared using consistent accounting policies with that of the Company.

Country of incorporation Principal activity Percentage owned
December 31, 2024 December 31, 2023
Stinger Resources (US) Inc US Inactive 100% 100%

Stinger Resources Inc.

Notes to Consolidated Financial Statements

December 31, 2024

(expressed in Canadian dollars)

3 Material accounting policy information (continued)

Financial instruments

Classification

The Company classifies its financial instruments in the following categories: at fair value through profit or loss ("FVTPL"), at fair value through other comprehensive income (loss) ("FVTOCI") or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company's business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or the Company has opted to measure them at FVTPL.

Financial assets/liabilities Classification
Cash and cash equivalents FVTPL
Marketable securities FVTPL
Note receivable Amortized cost
Accounts payable Amortized cost

Measurement

Financial assets at FVTOCI

Elected investments in equity investments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

Financial assets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transactions costs expensed in the consolidated statements of comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are recorded in the consolidated statements of comprehensive loss in the period in which they arise.


Stinger Resources Inc.
Notes to Consolidated Financial Statements
December 31, 2024
(expressed in Canadian dollars)

3 Material accounting policy information (continued)

Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.

Financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and / or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. Gains and losses on derecognition are generally recognized in profit or loss.

Exploration and evaluation assets

Once the legal right to explore a property has been acquired, costs directly related to exploration and evaluation assets are capitalized, in addition to the acquisition costs. These direct expenditures include such costs as materials used, surveying costs, drilling costs, and payments made to contractors. Costs not directly attributable to exploration and evaluation assets activities, including general administrative costs, are expensed in the period in which they occur.

The Company may occasionally enter into option-out arrangements, whereby the Company will transfer part of a mineral interest, as consideration, for an agreement by the transferee to meet certain mineral property expenditures which would have otherwise been undertaken by the Company. The Company does not record any expenditures made by the optionee on its behalf. Any cash or other consideration received from the agreement is credited against the costs previously capitalized to the mineral interest given up by the Company, with any excess accounted for as a gain on disposal.

When a project is deemed to no longer have commercially viable prospects to the Company, exploration and evaluation assets expenditures in respect of that project are deemed to be impaired. As a result, those exploration and evaluation assets expenditures, in excess of estimated recoveries, are written off to the statement of loss and comprehensive loss. The Company assesses exploration and evaluation assets for impairment when facts and circumstances suggest that the carrying amount of a cash generating unit may exceed its recoverable amount.

Once the technical feasibility and commercial viability of extracting the mineral resource has been determined, the property is considered to be a mine under development and is classified as "mine under construction". Exploration and evaluation assets are also tested for impairment before the assets are transferred to mine under construction.


Stinger Resources Inc.
Notes to Consolidated Financial Statements
December 31, 2024
(expressed in Canadian dollars)

3 Material accounting policy information (continued)

As the Company currently has no operational income, any incidental revenues earned in connection with exploration activities are applied as a reduction to capitalized costs.

Property and equipment

The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable to bringing the asset into operation, the initial estimate of any decommissioning obligation, if any, and, for qualifying assets, borrowing costs. The purchase price or construction cost is the aggregate amount paid and the fair value of any other consideration given to acquire the asset.

Assets are carried at cost, less accumulated depreciation and accumulated impairment losses. Depreciation is recognized using the declining balance method at the following annual rates:

Computer and office equipment 30%
Exploration equipment 30%
Furniture and fixtures 20%
Vehicles 30%
Buildings 5%

An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the statement of loss and comprehensive loss in the period the item is derecognized.

Residual values, depreciation methods and useful economic lives are reviewed and adjusted if appropriate, at each reporting date. Subsequent expenditures relating to an item of equipment are capitalized when it is probable that future economic benefits from the use of the assets will be increased. All other subsequent expenditures are recognized as repairs and maintenance.

Impairment of property and equipment and exploration and evaluation assets

At the end of each reporting period, the Company's assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs of disposal and value in use. Fair value less costs of disposal is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a risk-free discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the profit or loss for the period. For an asset that does not generate largely independent cash inflows, the recoverable amount


Stinger Resources Inc.
Notes to Consolidated Financial Statements
December 31, 2024
(expressed in Canadian dollars)

3 Material accounting policy information (continued)

is determined for the cash generating unit (“CGU”) to which the asset belongs. Each cash generating unit is determined by grouping assets according to their geographical location.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized in profit or loss.

Income taxes

Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded using the statement of financial position liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of assets or liabilities that affect neither accounting nor taxable loss. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted and are expected to apply when the deferred tax asset or liability is settled. A deferred tax asset is recognized only to the extent that it is probable that future taxable income will be available against which the deductible temporary differences can be utilized. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered.

Additional income taxes that arise from the distribution of dividends are recognized at the same time as the liability to pay the related dividend.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Share capital

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects.

Share-based payment transactions

The Company grants stock options to acquire common shares of the Company to directors, officers, employees and consultants. The fair value of stock options is measured on the date of grant, using the Black-Scholes Option


Stinger Resources Inc.
Notes to Consolidated Financial Statements
December 31, 2024
(expressed in Canadian dollars)

3 Material accounting policy information (continued)

Pricing Model, and is recognized over the vesting period as operating expense and as reserves. Consideration paid for the shares on the exercise of stock options is credited to share capital.

In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at the fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of goods or services received.

Loss per share

The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributed to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per share does not adjust the loss attributed to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive.

Provisions for decommissioning liabilities

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of exploration and evaluation assets and equipment, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future rehabilitation cost estimates arising from the decommissioning of plant and other site preparation work is capitalized to mining assets along with a corresponding increase in the rehabilitation provision in the period incurred. Discount rates using a risk-free rate that reflect the time value of money are used to calculate the net present value. The rehabilitation asset is depreciated on the same basis as mining assets.

The Company's estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to mining assets with a corresponding entry to the rehabilitation provision. The Company's estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates. Changes in the net present value, excluding changes in the Company's estimates of reclamation costs, are charged to profit and loss for the period. At December 31, 2024, the Company estimates that there are no significant reclamation costs and have not recorded any provision for environmental rehabilitation.

Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) that has arisen as a result of a past event and it is probable that a future outflow of resources will be required to settle the obligations, provided that a reliable estimate can be made of the amount of the obligation. Provisions for environmental restoration, legal claims, onerous leases and other onerous commitments are recognized at the best estimates of the expenditures required to settle the Company's liability.


Stinger Resources Inc.
Notes to Consolidated Financial Statements
December 31, 2024
(expressed in Canadian dollars)

3 Material accounting policy information (continued)

Significant accounting judgements and estimates

The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised, and the revision affects both current and future periods.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the statement of financial position date; that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to the following:

  • Measurement of compensation cost attributable to the Company's share-based compensation plan, as well as warrants to purchase common shares issued in private placements, are subject to the estimation of fair value using the Black-Scholes Option Pricing Model. The valuation is based on significant assumptions such as: i) the volatility of the share price; ii) the life of the option; iii) forfeiture rate; and iv) the risk-free interest rate for the life of the option (note 11);
  • Deferred income tax assets are assessed by management at the end of the reporting period to determine the likelihood that they will be realized from future taxable earnings (note 16);
  • The Company evaluates the circumstances that may give rise to various commitments along with the likelihood they will occur to estimate any amount to be accrued in the statement of financial position (note 15);
  • Impairment of the Company's exploration and evaluation assets (note 9). The Company's exploration and evaluation assets are evaluated every reporting period to determine whether there are any indications of impairment. If any such indication exists, which is judgmental, a formal estimate of recoverable amount is performed, and an impairment loss is recognized to the extent that the carrying value exceeds the recoverable amount. In testing for impairment, the recoverable amount is determined based on the greater of the value-in-use and fair value less costs of disposal. The evaluation of carrying values includes consideration of both external and internal sources of information, including such factors as market and economic conditions, metal prices, future plans for the Company's mineral property and mineral resources and/o reserve estimates;
  • Management has applied judgements in the assessment of the Company's ability to continue as a going concern when preparing its financial statements for the years ended December 31, 2024 and 2023 (note 1). Management prepares the financial statements on a going concern basis unless management either intends to liquidate the entity or to cease trading or has no realistic alternative but to do so. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. As a result of the assessment, management concluded the going concern basis of accounting is appropriate based on its profit and cash flow forecasts and access to replacement financing for the future twelve months;
  • Management has applied judgements in the assessment of the Company's ability to recover from the exploration prepayment and estimates in the recoverable amount.

Stinger Resources Inc.

Notes to Consolidated Financial Statements

December 31, 2024

(expressed in Canadian dollars)

3 Material accounting policy information (continued)

New standards and interpretations adopted

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements ("IFRS 18") which replaces IAS 1 Presentation of Financial Statements. This standard aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS 18 before that date. The Company is currently assessing the impact the new standard will have on its financial statements.

There are no 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 consolidated financial statements.

4 Prepaid expense and deposits

The prepaid expenses for the Company are comprised of the following:

2024 2023
$ $
Insurance prepaid 13,875 12,989
13,875 12,989
Exploration prepaid (note 12) 1,100,000 1,100,000

5 Receivables

The receivables of the Company are comprised of the following:

2024 2023
$ $
Goods and service tax receivable 70,331 58,289
Other receivable – reimbursable credit card charges - 5,495
70,331 63,784

Stinger Resources Inc.
Notes to Consolidated Financial Statements
December 31, 2024
(expressed in Canadian dollars)

6 Note receivable

On January 3, 2024, the Company entered into a loan agreement with American Creek Resources Ltd. in the amount of $200,000. The loan is non-interest bearing, due on demand and payable one year from the date of the loan agreement signed. On April 14, 2025, the Company signed a loan amending agreement and extended repayment to May 1, 2026 (Note 17).

7 Marketable securities

On February 25, 2021, the Company received 1,400,499 common shares of Tudor Gold Corp ("Tudor Shares") with a fair value of $4,453,587 pursuant to a Plan of Arrangement. During the year ended December 31, 2024, the Company received 351,509 shares of Goldstorm Metals Corp. ("Goldstorm Shares") as part of a spin-out plan of arrangement by Tudor Gold.

During the year, the Company sold 1,257,000 Tudor Shares for proceeds of $1,066,766 resulting in a realized loss of $114,816.

At December 31, 2024, the remaining 143,499 Tudor Shares had decreased in price to $0.67 (2023 - $0.95) per share to a total fair value of $96,144 (2023 - $1,330,475). At the same time, Goldstorm Shares were recorded at a current value of $31,636 resulting in an unrealized gain. Unrealized loss recorded during the year totalled $21,114 (2023 - loss $126,045).

8 Property and equipment

Computer equipment $ Exploration equipment $ Furniture and fixtures $ Vehicles $ Land and Buildings $ Total $
Cost - December 31, 2022 22,298 209,255 16,621 259,620 284,500 792,294
Disposal 1,678 46,607 - - - 48,285
Cost - December 31, 2023 23,976 255,862 16,621 259,620 284,500 840,579
Additions - 1,204 2,774 - - 3,978
Cost - December 31, 2024 23,976 257,066 19,395 259,620 284,500 844,557
Accumulated depreciation - December 31, 2022 11,776 117,402 13,879 155,501 37,260 335,818
Additions 3,367 32,993 548 31,236 10,862 79,006
Accumulated depreciation - December 31, 2023 15,143 150,395 14,427 186,737 48,122 414,824
Additions 2,650 31,911 375 21,865 10,319 67,120
Accumulated depreciation - December 31, 2024 17,793 182,306 14,802 208,602 58,441 481,944
Net carrying amounts - December 31, 2023 8,833 105,467 2,194 72,883 236,378 425,755
December 31, 2024 6,183 74,760 4,593 51,018 226,059 362,613

Stinger Resources Inc.

Notes to Consolidated Financial Statements

December 31, 2024

(expressed in Canadian dollars)

9 Exploration and evaluation assets

As at December 31, 2024, the Company's exploration and evaluation assets are located in British Columbia, Canada. Expenditures incurred on exploration and evaluation assets are as follows:

Gold Hill, B.C., Canada $ Dunwell, B.C., Canada $ Ample Goldmax, B.C., Canada $ Other Properties, B.C. Canada $ Total $
Acquisition costs – December 31, 2023 336,100 803,475 227,500 288,000 1,655,075
Impairment - - - (163,000) (163,000)
Acquisition costs – December 31, 2024 336,100 803,475 227,500 125,000 1,492,075
Exploration costs – December 31, 2023 467,927 1,708,126 100,274 56,012 2,332,339
Additions - - 24,234 - 24,234
Impairment - - - (30,378) (30,378)
Exploration costs – December 31, 2024 467,927 1,708,126 124,508 25,634 2,326,195
Total December 31, 2024 804,027 2,511,601 352,008 150,634 3,818,270

As at December 31, 2023, the Company's exploration and evaluation assets are located in British Columbia, Canada. Expenditures incurred on exploration and evaluation assets are as follows:

Gold Hill, B.C., Canada $ Dunwell, B.C., Canada $ Ample Goldmax, B.C., Canada $ Other Properties, B.C. Canada $ Total $
Acquisition costs – December 31, 2022 and 2023 336,100 803,475 227,500 288,000 1,655,075
Exploration costs – December 31, 2022 467,927 1,867,687 95,790 50,299 2,481,703
Additions - 2,631 4,484 5,713 12,828
BC METC offset - (162,192) - - (162,192)
Exploration costs – December 31, 2023 467,927 1,708,126 100,274 56,012 2,332,339
Total December 31, 2023 804,027 2,511,601 327,774 344,012 3,987,414

Gold Hill Property, British Columbia, Canada

The Gold Hill property is located near Fort Steele, British Columbia. The Company owns 100% interest in the property.


Stinger Resources Inc.

Notes to Consolidated Financial Statements

December 31, 2024

(expressed in Canadian dollars)

9 Exploration and evaluation assets (continued)

Dunwell Property, British Columbia, Canada

The Dunwell property is located near Stewart, British Columbia. The Company owns 100% interest in the property.

The Company incurred exploration costs on the property during the year of $Nil (2023 - $2,631) and received mining exploration tax credits in the amount of $Nil (2023 - $162,192).

Ample Goldmax Property, British Columbia, Canada

The Ample Goldmax property located near Lillooet, British Columbia and is subject to an option agreement to earn 100% interest (note 15). The Ample Goldmax claims are subject to a 25% net profit royalty associated with any bulk sample as defined in the agreement. The Company paid a cash payment under the option agreement of $10,000 in 2022 and incurred exploration costs on the property during the year of $24,234 (2023 - $4,484).

Other Properties, British Columbia, Canada

The Silverside property is located near Clearwater, British Columbia. The Glitter King property is located on Pitt Island, British Columbia. These properties are under separate option agreements (note 15) to acquire 100% interest subject to a 3% Net Smelter Royalty ("NSR") royalty interest that can be purchased for $500,000 for each 1% interest purchased.

The Company recorded an impairment charge on the Glitter King property during the year in the amount of $193,378. The property was impaired as exploration has now been limited on the property due to a new conservancy restriction by the Government of British Columbia on the claims.

The Company incurred combined exploration costs on the properties during the current year of $Nil (2023 - $5,713).

10 Accounts payable and accrued liabilities

Accounts payable and accrued liabilities for the Company are comprised of the following:

2024 2023
$ $
Trade payables 11,391 22,654
Accrued liabilities 20,000 57,885
30,391 80,539

Stinger Resources Inc.

Notes to Consolidated Financial Statements

December 31, 2024

(expressed in Canadian dollars)

11 Share capital and reserves

Share capital

a) Authorized

Unlimited number of common shares; and

Unlimited number of preferred shares.

b) Issued and outstanding

During the years ended December 31, 2024 and 2023, the Company did not issue any shares.

c) Stock options

The Company has an incentive stock option plan that conforms to the requirements of the TSX Venture Exchange. Options to purchase common shares have been granted to directors, officers, employees and consultants of the Company at exercise prices determined by the market value of the common shares on the date of the grant.

Granted during the year ended December 31, 2024

On February 27, 2024, the Company granted 800,000 stock options to directors and consultants of the Company. The exercise price of each stock option is $0.05 per share and the expiry date is February 26, 2034. The options vested immediately. The Company recognized stock-based compensation of $26,500 (Note 12). The total grant date fair value of the options was measured using the Black-Scholes Option Pricing Model based on the following assumptions: share price of $0.05, exercise price of $0.10, risk-free rate of 3.48%, expected volatility of 167%, and expected life of 10 years.

Granted during the year ended December 31, 2023

During the year ended December 31, 2023, the Company issued no options.


Stinger Resources Inc.

Notes to Consolidated Financial Statements

December 31, 2024

(expressed in Canadian dollars)

11 Share capital and reserves (continued)

Stock options transactions and the number of stock options outstanding are summarized as follows:

Number of options Weighted average exercise price $
Balance – December 31, 2023 and 2022 4,159,493 0.08
Options granted 800,000 0.05
Balance – December 31, 2024 4,959,493 0.07
Number of options exercisable 4,959,493 0.07

The following incentives stock options were outstanding and exercisable as at December 31, 2024:

Expiry Date Exercise Price $ Number Outstanding
March 10, 2025 0.05 402,002
April 23, 2025 0.05 54,354
March 2, 2026 0.05 849,300
May 19, 2026 0.05 324,998
November 2, 2026 0.05 215,156
May 29, 2027 0.05 124,564
July 18, 2027 0.05 135,888
February 5, 2028 0.05 67,944
January 18, 2029 0.05 260,452
August 20, 2029 0.05 328,396
September 5, 2029 0.05 317,072
May 24, 2030 0.05 101,915
August 27, 2030 0.05 260,452
March 18, 2031 0.20 717,000
February 26, 2034 0.05 800,000
4,959,493
Weighted average remaining contractual life (years) 4.17

Stinger Resources Inc.

Notes to Consolidated Financial Statements

December 31, 2024

(expressed in Canadian dollars)

11 Share capital and reserves (continued)

d) Warrants

There are no warrants to purchase common shares outstanding as at December 31, 2024 and December 31, 2023.

Share based payment reserve

The share-based payment reserve includes stock-based compensation expense related to fair value of stock options granted and also the fair value of warrants issued for services.

12 Related party transactions

The Company has identified its directors and certain senior officers as its key management personnel.

During the year ended December 31, 2024, the Company incurred the following related party transactions:

a) Incurred management fees in the amount of $354,616 (2023 - $347,200) to companies controlled by the Company's Chief Executive Officer.

b) Incurred management fees in the amount of $290,962 (2023 - $285,400) to companies controlled by the Company's Chief Financial Officer.

Stock-based compensation recorded in the amount of $20, 276 for options to purchase common shares granted to related parties during the year ended December 31, 2024. (Note 11)

As at December 31, 2024, the Company had a prepayment amount of $1,100,000 to a company with a common director for future drilling services (2023 - $1,100,000) (Note 4).

13 Financial Instruments

Fair value

IFRS 9 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:

Level 1 – quoted prices (unadjusted) 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 or indirectly; and

Level 3 – inputs for the asset or liability that are not based on observable market data.


Stinger Resources Inc.

Notes to Consolidated Financial Statements

December 31, 2024

(expressed in Canadian dollars)

13 Financial Instruments (continued)

As at December 31, 2024, the Company's financial instruments are comprised of cash and cash equivalents, marketable securities, and accounts payable. The carrying value of cash and cash equivalents, marketable securities, and accounts payable approximate their fair values due to the relatively short periods to maturity of these financial instruments.

Risk management

The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

Credit risk

Credit risk is the risk of potential loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is limited to the carrying amount on the statement of financial position and arises from the Company's cash and receivables.

The Company's cash and cash equivalents is held by a Canadian chartered bank which is a high-credit quality financial institution. The Company's receivables primarily consist of harmonized sales tax rebates due from the Government of Canada. The Company believes credit risk to be low.

Liquidity risk

Liquidity risk is the risk that the Company will not meet its financial obligations as they fall due. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at December 31, 2024, the Company had a cash balance of $629,650 and short-term receivables of $70,331 to settle current liabilities of $30,391. The Company forecasts its cash needs on a regular basis and seeks additional financing based on those forecasts. There can be no assurance the Company will be able to obtain required financing in the future on acceptable terms. All the Company's financial liabilities have contractual maturities of 30 days or are due on demand and are subject to normal trade terms. See note 1 for further discussion on going concern and its impact on liquidity. The Company believes liquidity risk to be high.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange rates.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of financial instruments will fluctuate because of changes in market interest rates. The Company's current policy is to hold deposits in highly rated banking institutions. Interest on short and long-term debt arrangements are fixed and are specifically disclosed. Interest earned is negligible and therefore interest rate risk is low.


Stinger Resources Inc.

Notes to Consolidated Financial Statements

December 31, 2024

(expressed in Canadian dollars)

13 Financial Instruments (continued)

Foreign currency rate risk

Foreign currency exchange risk is the risk that the fair value of future cash flows will fluctuate as a result of changes in foreign exchange rates. The Company is domiciled in Canada and its capital is raised in Canadian dollars and does not conduct regular business in any foreign country. Therefore, foreign currency rate risk is considered low.

The Company's working capital as at December 31, 2024 was $1,011,245 (2023 - $2,225,228). The Company's capital management objectives, policies and processes have not been changed over the years presented. The Company is not subject to any externally imposed capital requirements.

The Company manages its cash and common shares as capital. The Company manages its capital with the following objectives:

  • to ensure sufficient financial flexibility to achieve the on-going business objectives including, but not limited to pursuing the exploration of its exploration and evaluation assets, funding of future growth opportunities, and pursuit of new acquisitions; and
  • to maximize shareholder return through enhancing the share value.

The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and industry in general. The Company manages its capital structure by issuing new shares, adjusting capital spending or disposing of assets. In addition, management of the Company's capital structure is facilitated through its financial and operational forecasting processes. The forecast of the Company's future cash flows is based on estimates of commodity prices, forecast capital and operating expenditures, and other investing and financing activities or further discussed in note 1 going concern. The forecast is regularly updated based on new commodity prices and other changes, which the Company views as critical in the current environment.

14 Segmented information

The Company operates in one reportable operating segment, being the exploration and development of exploration and evaluation assets in Canada.

15 Commitments

Mineral Property Acquisitions

The Company acquired the Ample Goldmax property, the Glitter King property and the Silverside property subject to option agreements pursuant to the Plan of Arrangement and assumed the obligations under those agreements. The agreements were in default however amended terms were agreed to in 2022 and are currently as follows:


Stinger Resources Inc.

Notes to Consolidated Financial Statements

December 31, 2024

(expressed in Canadian dollars)

15 Commitments (continued)

Ample Goldmax Property

Year 1 - $10,000 cash payment prior to August 5, 2022 and conduct enough exploration work to keep the property claims in good standing until at least August 1, 2023 (completed).

Year 2 - Conduct enough exploration work to keep the property claims in good standing until at least August 1, 2024 (completed).

Year 3 - $30,000 cash payment on or before August 1, 2024 (in default).

The optionor will also retain a 25% bulk sample royalty on any net profits the Company receives from the extraction of a bulk sample as well as a 3% NSR Royalty which can be bought out anytime for $500,000 for each 1% purchased.

Glitter King Property

Year 1 - $5,000 cash payment prior to August 5, 2022 and conduct enough exploration work to keep the property claims in good standing until at least August 1, 2023 (completed).

Year 2 - Conduct enough exploration work to keep the property claims in good standing until at least August 1, 2024 (in default).

Year 3 - $30,000 cash payment on or before August 1, 2024 (in default).

The optionor will also retain a 25% bulk sample royalty on any net profits the Company receives from the extraction of a bulk sample as well as a 3% NSR Royalty which can be bought out anytime for $500,000 for each 1% purchased.

The Company recorded an impairment charge on the Glitter King property during the year in the amount of $193,378. The property was impaired as exploration has now been limited on the property due to a new conservancy restriction by the Government of British Columbia on the claims. The Company is in negotiations with the optionor to replace the property with another comparable property to complete the option.

Silverside Property

Year 1 - $5,000 cash payment prior to August 5, 2022 and conduct enough exploration work to keep the property claims in good standing until at least August 1, 2023 (completed).

Year 2 - Conduct enough exploration work to keep the property claims in good standing until at least August 1, 2024 (in default).

Year 3 - $30,000 cash payment on or before August 1, 2024 (in default).


Stinger Resources Inc.

Notes to Consolidated Financial Statements

December 31, 2024

(expressed in Canadian dollars)

15 Commitments (continued)

The optionor will also retain a 25% bulk sample royalty on any net profits the Company receives from the extraction of a bulk sample as well as a 3% NSR Royalty which can be bought out anytime for $500,000 for each 1% purchased.

The optionor forgave the final Year 3 payment of $30,000 on the property. The Company now owns 100% interest in the claims subject to the NSR Royalties outlined above.

16 Income taxes

The income tax provision recorded differs from the income tax obtained by applying the statutory income tax rate to the income for the year, and is reconciled as follows:

| | 2024
$ | 2023
$ |
| --- | --- | --- |
| Income (loss) before income taxes | (1,472,769) | (1,162,281) |
| Statutory rate | 27.00% | 27.00% |
| Anticipated income tax (recovery) at the combined basic federal and provincial tax rate | (397,648) | (313,816) |
| Increases resulting from | | |
| Effect of items not deductible for tax purposes | (26,705) | 17,016 |
| True up of prior year losses | (42,289) | 2,850 |
| Unrecognized tax asset | 466,642 | 293,950 |
| Total income tax recovery | - | - |

The components of the deferred tax balance are as follows:

| | 2024
$ | 2023
$ |
| --- | --- | --- |
| Non-capital loss carry forwards | 1,414,137 | 1,078,468 |
| Capital loss | 415 | 415 |
| Exploration and evaluation assets | 707,054 | 612,553 |
| Equipment | 82,583 | 64,461 |
| Marketable securities | 439,971 | 421,620 |
| | 2,644,159 | 2,177,517 |
| Less: Deferred tax asset not recorded | (2,644,159) | (2,177,517) |
| | - | - |

The Company has not recorded its deferred tax asset because of its history of net operating losses since inception.


Stinger Resources Inc.

Notes to Consolidated Financial Statements
December 31, 2024
(expressed in Canadian dollars)

The Company has incurred losses of $5,237,544 for tax purposes which are available to reduce future taxable income. The losses will expire as follows:

2041 2,066,840
2042 970,256
2043 957,230
2044 1,243,218
5,237,544

The Company also has Canadian exploration expenditures and Canadian development expenditures, available to reduce future years' taxable income, in the amount of $6,436,989 which has no expiry date.

17 Events after the reporting period

a) Subsequent to the year end, the Company advanced $105,000 to companies of both the CEO and CFO for future amounts payable under contract.

b) On April 14, 2025, the Company entered into a Loan Amendment Agreement with American Creek Resources Ltd. where the $200,000 of note receivable will be repayable on May 1, 2026 (note 6).

c) 456,356 options with exercise price of $0.05 per share expired unexercised.