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Stuhini Exploration — Audit Report / Information 2025
Jun 27, 2025
47721_rns_2025-06-27_5aa8ac15-73fc-4616-b68c-52e141d02231.pdf
Audit Report / Information
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STUHINI
EXPLORATION
STUHINI EXPLORATION LTD.
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEAR ENDED
FEBRUARY 28, 2025
D M C L
dmcl.ca
DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
Independent Auditor's Report
To the Shareholders of Stuhini Exploration Ltd.
Opinion
We have audited the consolidated financial statements of Stuhini Exploration Ltd. (the "Company"), which comprise the consolidated statements of financial position as at February 28, 2025 and February 29, 2024, and the consolidated statements of net and comprehensive loss, changes in shareholders' 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 February 28, 2025 and February 29, 2024, 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 that indicate 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 year. 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 Rakesh Patel.
Dmcl.
DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, BC
June 27, 2025
STUHINI EXPLORATION LTD.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian Dollars)
STUHINI
EXPLORATION
| As at | Note | February 28, 2025 | February 29, 2024 |
|---|---|---|---|
| ASSETS | |||
| Current | |||
| Cash and cash equivalents | 6 | $ 442,721 | $ 885,340 |
| Short-term investment | 7 | - | 500,000 |
| Amounts receivable | 8 | 14,169 | 86,145 |
| Prepaid expenses | 9 | 116,441 | 117,124 |
| Marketable securities | 10 | 95,000 | 100,000 |
| Total current assets | 668,331 | 1,688,609 | |
| Exploration and evaluation assets | 11,14 | 9,411,420 | 9,822,067 |
| Reclamation bonds | 11 | 183,386 | 185,963 |
| Equipment | 729 | 1,056 | |
| Total assets | $ 10,263,866 | $ 11,697,695 | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||
| Current | |||
| Accounts payable | $ 1,946 | $ 7,150 | |
| Accrued liabilities | 68,629 | 61,378 | |
| Due to related parties | 14 | 51,929 | 34,159 |
| Total current liabilities | 122,504 | 102,687 | |
| Deferred tax liability | 15 | - | 178,000 |
| Total liabilities | 122,504 | 280,687 | |
| Shareholders’ equity | |||
| Share capital | 12 | 13,840,122 | 13,816,997 |
| Reserves | 12 | 1,144,240 | 1,036,076 |
| Deficit | (4,843,000) | (3,436,065) | |
| Total shareholders’ equity | 10,141,362 | 11,417,008 | |
| Total liabilities and shareholders’ equity | $ 10,263,866 | $ 11,697,695 |
Nature and continuance of operations (Note 1)
Subsequent events (Notes 11 and 16)
Approved and authorized for issuance on behalf of the Board of Directors on June 27, 2025:
“Meredith Eades”
“David O’Brien”
Meredith Eades, Director
“David O’Brien, Director”
The accompanying notes are an integral part of these consolidated financial statements.
STUHINI EXPLORATION LTD.
CONSOLIDATED STATEMENTS OF NET AND COMPREHENSIVE LOSS
(Expressed in Canadian Dollars)
STUHINI
EXPLORATION
| | Note | Years ended
February 28, 2025 | | Years ended
February 29, 2024 | |
| --- | --- | --- | --- | --- | --- |
| Expenses: | | | | | |
| Advertising, promotion and investor relations | 12,14 | $ | 117,764 | $ | 152,410 |
| Amortization | | | 327 | | 430 |
| Consulting fees | 12,14 | | 161,986 | | 302,725 |
| Office expenses | | | 31,608 | | 29,876 |
| Project investigation costs | 14 | | 68,675 | | 15,234 |
| Professional fees | 14 | | 164,131 | | 154,372 |
| Regulatory fees | | | 52,916 | | 48,715 |
| Share-based compensation | 12,14 | | 108,007 | | 286,091 |
| Travel, meals, and entertainment | | | 42,411 | | 29,115 |
| Write-off of exploration and evaluation assets | 11 | | 877,249 | | 133,017 |
| Operating expenses | | | (1,625,074) | | (1,151,985) |
| Other items | | | | | |
| Unrealized loss on marketable securities | 10 | | (5,000) | | (95,000) |
| Recovery of flow-through share premium liabilities | 13 | | - | | 11,044 |
| Interest earned | 6,7 | | 45,139 | | 30,522 |
| Net loss for the year before income taxes | | | (1,584,935) | | (1,205,419) |
| Income tax recovery – deferred | 15 | | 178,000 | | 165,000 |
| Net and comprehensive loss | | $ | (1,406,935) | $ | (1,040,419) |
| Loss per share, basic and diluted | | $ | (0.03) | $ | (0.02) |
| Weighted average number of common shares outstanding; basic and diluted | | | 46,473,904 | | 45,556,675 |
The accompanying notes are an integral part of these consolidated financial statements.
STUHINI EXPLORATION LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Expressed in Canadian Dollars)
STUHINI
EXPLORATION
| Number of Shares | Share Capital | Reserves | Deficit | Total | |
|---|---|---|---|---|---|
| Balance, February 28, 2023 | 38,492,911 | $ 10,877,958 | $ 681,661 | $ (2,395,646) | $ 9,163,973 |
| Private placements | 6,000,000 | 2,400,000 | - | - | 2,400,000 |
| Share issuance costs | - | (61,086) | 3,750 | - | (57,336) |
| Shares issued for property | 1,862,500 | 600,125 | - | - | 600,125 |
| Share-based compensation | - | - | 350,665 | - | 350,665 |
| Net and comprehensive loss for the year | - | - | - | (1,040,419) | (1,040,419) |
| Balance, February 29, 2024 | 46,355,411 | 13,816,997 | 1,036,076 | (3,436,065) | 11,417,008 |
| Shares issued for property | 125,000 | 23,125 | - | - | 23,125 |
| Share-based compensation | - | - | 108,164 | - | 108,164 |
| Net and comprehensive loss for the year | - | - | - | (1,406,935) | (1,406,935) |
| Balance, February 28, 2025 | 46,480,411 | $ 13,840,122 | $ 1,144,240 | $ (4,843,000) | $ 10,141,362 |
The accompanying notes are an integral part of these consolidated financial statements.
STUHINI EXPLORATION LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
STUHINI
EXPLORATION
| Years ended | ||
|---|---|---|
| February 28, 2025 | February 29, 2024 | |
| Cash flows used in operating activities | ||
| Loss for the year | $ (1,406,935) | $ (1,040,419) |
| Items not affecting cash used in operations | ||
| Amortization | 327 | 430 |
| Income taxes | (178,000) | (165,000) |
| Recovery of flow-through share premium liabilities | - | (11,044) |
| Share-based compensation | 108,164 | 350,665 |
| Unrealized loss on marketable securities | 5,000 | 95,000 |
| Write off of exploration and evaluation assets | 877,249 | 133,017 |
| Changes in non-cash working capital items | ||
| Amounts receivable | 71,976 | 33,836 |
| Prepaid expenses | 3,455 | 16,456 |
| Accounts payable | (65,755) | (6,761) |
| Accrued liabilities | 1,731 | 18,462 |
| Due to related parties | (14,563) | 6,087 |
| Net cash used in operating activities | (597,351) | (569,271) |
| Cash flows provided by (used in) investing activities | ||
| Exploration and evaluation assets, net of tax credits | (347,845) | (1,248,504) |
| Funds received (paid for) reclamation bond | 2,577 | (100,000) |
| Short-term investment | 500,000 | (500,000) |
| Net cash provided by (used in) investing activities | 154,732 | (1,848,504) |
| Cash flows provided by financing activities | ||
| Issuance of shares for cash | - | 2,400,000 |
| Share issuance costs | - | (57,336) |
| Net cash provided by financing activities | - | 2,342,664 |
| Decrease in cash and cash equivalents | (442,619) | (75,111) |
| Cash and cash equivalents, beginning | 885,340 | 960,451 |
| Cash and cash equivalents, ending | $ 442,721 | $ 885,340 |
| Non-cash transactions: | ||
| Shares issued for property | $ 23,125 | $ 600,125 |
| Change in deferred exploration costs included in accounts payable and amounts due to related parties | $ 7,369 | $ (85,434) |
Refer to Note 6 for details on cash and cash equivalents.
The accompanying notes are an integral part of these consolidated financial statements.
STUHINI EXPLORATION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED FEBRUARY 28, 2025
(Expressed in Canadian Dollars)
STUHINI EXPLORATION
1. NATURE AND CONTINUANCE OF OPERATIONS
Stuhini Exploration Ltd. (the "Company") was incorporated under the Business Corporations Act (British Columbia) on July 7, 2017. The Company is focused on the acquisition, exploration, and development of mineral properties in Western North America, namely the Provinces of British Columbia ("BC") and Manitoba, the territory of Yukon, and the States of Nevada and Arizona. The Company's shares ("common shares") are traded on the TSX Venture Exchange (the "Exchange") under the symbol "STU" and, as of September 6, 2023, the Company's common shares are also traded on OTCQB under the symbol "STXPF". On April 4, 2022, the Company incorporated Arizada Metals Corp. ("Arizada") under the Arizona Business Corporations Act. The Company holds 100% of the issued and outstanding shares of Arizada, which held mineral exploration properties in Arizona, USA (Note 11). On October 24, 2024, the Company incorporated Stuhini Nevada Ltd. ("Stuhini Nevada") under the Nevada Business Corporations Act. The Company holds 100% of the issued and outstanding shares of Stuhini Nevada, which has executed two option agreements to acquire mineral exploration properties in Nevada, USA (Note 11).
The Company's head office and registered records office address is 1245 Broadway W., Unit 105, Vancouver, BC V6H 1G7.
These consolidated financial statements have been prepared with the going concern assumption, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations. The Company's ability to realize its assets and discharge its liabilities is dependent upon the Company obtaining the necessary financing and ultimately upon its ability to achieve profitable operations. These material uncertainties may cast significant doubt on the Company's ability to continue as a going concern. Failure to arrange adequate financing on acceptable terms and/or achieve profitability may have an adverse effect on the financial position, results of operations, cash flows and prospects of the Company. These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported revenues and expenses, and the statement of financial position classifications used, 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.
2. STATEMENT OF COMPLIANCE AND BASIS OF PREPARATION
Statement of Compliance and Basis of Preparation
These consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board ("IASB") and were authorized for issuance by the Company's Board of Directors on June 27, 2025.
Basis of Presentation and Consolidation
The consolidated financial statements of the Company as at and for the year ended February 28, 2025, comprise the Company and its wholly-owned subsidiaries, Arizada and Stuhini Nevada (the "Subsidiaries"). The Subsidiaries are consolidated from the date of their incorporation, as Stuhini is the sole shareholder and therefore has the control and power to govern the financial and operating policies of both Subsidiaries so as to obtain benefits from their activities. The Company will continue to consolidate until the date Stuhini no longer has control over the Subsidiaries. The financial statements of both Subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Balances, transactions, income, and expenses between Stuhini and its Subsidiaries are eliminated on consolidation.
The consolidated financial statements have been prepared on an accrual basis and are based on historical costs, except for certain financial instruments, which are recorded at fair value. All amounts are expressed in Canadian dollars.
The preparation of consolidated financial statements in compliance with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported expenses during the year. Actual results could differ from these estimates. The areas involving significant assumptions and estimates are disclosed in Note 4.
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STUHINI EXPLORATION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED FEBRUARY 28, 2025
(Expressed in Canadian Dollars)
STUHINI
EXPLORATION
Functional and Presentation Currencies
The functional currency of the Company is the Canadian dollar. The functional currency of the Company’s Subsidiaries is also the Canadian dollar, which is determined to be the currency of the primary economic environment in which they operate.
3. MATERIAL ACCOUNTING POLICY INFORMATION
Translation of foreign currency transactions
Transactions in foreign currencies are translated using the exchange rate prevailing at the date of the transaction. At each reporting date, foreign currency-denominated monetary assets and liabilities are translated at year-end exchange rates. Exchange differences arising from the transactions are recorded in profit or loss for the period.
Financial instruments
The Company classifies its financial instruments in the following categories: at fair value through profit or loss (“FVTPL”), at fair value through other comprehensive loss (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of financial instruments is driven by the Company’s business model for managing 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.
Classification
On initial recognition, financial assets are recognized at fair value and are subsequently classified and measured at (i) amortized cost; (ii) FVTOCI; or (iii) FVTPL. The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial asset is measured at fair value net of transaction costs that are directly attributable to its acquisition except for financial assets at FVTPL where transaction costs are expensed.
All financial assets not classified and measured at amortized cost or FVTOCI are measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income or loss.
Financial liabilities are designated as either: (i) FVTPL, or (ii) other financial liabilities. All financial liabilities are classified and subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried on the consolidated statement of financial position subsequent to initial recognition and how changes in value are recorded. Accounts payable are classified under other financial liabilities and carried on the consolidated statements of financial position at amortized cost.
The classification determines the method by which the financial assets are carried on the statement of financial position subsequent to inception and how changes in value are recorded.
Measurement
All financial assets and liabilities are initially measured at fair value net of transaction costs that are directly attributable to their acquisition, except for financial assets and liabilities at FVTPL, where transaction costs are expensed.
Financial assets and liabilities at FVTPL are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
Financial assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
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STUHINI EXPLORATION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED FEBRUARY 28, 2025
(Expressed in Canadian Dollars)
STUHINI
EXPLORATION
Financial liabilities at amortized cost are subsequently measured at amortized cost using the effective interest method. Interest expense or any gain or loss on derecognition is recognized in profit or loss.
Financial liabilities that provide the holder the right to convert the liability into a fixed number of common shares at a fixed conversion price are compound financial instruments. Any excess of the proceeds received compared to the fair value of the financial liability recognized on initial recognition is allocated to an equity reserve account. The financial liability is subsequently measured at amortized cost.
Derecognition
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.
The Company derecognizes a financial liability when its contractual obligations are discharged, 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 expenditures
Exploration and evaluation expenditures include the costs of acquiring and maintaining licenses, costs associated with exploration and evaluation activity, and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination. Costs incurred before the Company has obtained the legal rights to explore an area are expensed as incurred. Costs incurred once the Company has obtained the legal rights to explore an area are capitalized.
Government tax credits received are recorded as a reduction to the cumulative costs incurred and capitalized on the related property.
From time to time, the Company may acquire or dispose of a mineral property interest pursuant to the terms of an option agreement. As these options are exercisable entirely at the discretion of the optionee, the amounts payable or receivable are not recorded at the time of the agreement. Option payments are recorded as property costs or recoveries when the payments are made or received.
Exploration and evaluation assets are tested for impairment if facts or circumstances indicate that impairment exists. Examples of such facts and circumstances are as follows:
- the period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;
- substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;
- exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources, and the entity has decided to discontinue such activities in the specific area; and
- sufficient data exist to indicate that, although development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.
Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within property, plant and equipment.
Recoverability of the carrying amount of any exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.
Although the Company has taken steps that it considers adequate to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company's title.
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STUHINI EXPLORATION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED FEBRUARY 28, 2025
(Expressed in Canadian Dollars)
STUHINI
EXPLORATION
Restoration and environmental obligations
The Company recognizes liabilities for statutory, contractual, constructive, or legal obligations associated with the retirement and restoration of long-term assets when those obligations result from the acquisition, construction, development, or normal operation of the assets. The net present value of future restoration cost estimates arising from the decommissioning of plant and other site preparation work is capitalized to the related asset along with a corresponding increase in the restoration provision in the period incurred. Discount rates using a pre-tax rate that reflects the time value of money are used to calculate the net present value.
As at February 28, 2025, the Company had not recognized any provisions for restoration and environmental obligations.
Flow-through shares
The proceeds from the issuance of flow-through shares are allocated between the offering of the shares and the sale of tax benefits based on the premium that the investor pays for the shares. A premium liability is recognized for this difference and is reduced on a pro-rata basis by crediting other income when the Company makes the qualifying expenditures and there is a reasonable expectation of the renunciation of these expenditures to the tax authorities.
Income taxes
Income tax is recognized in net loss except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case it is recognized in equity or other comprehensive income. 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 regard to previous years.
Deferred tax is recorded, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. 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 at the statement of financial position date.
A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.
Share-based compensation
Share-based compensation to employees is measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based compensation to non-employees is measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined that the fair value of the goods or services cannot be reliably measured, and is recorded at the date the goods or services are received. The corresponding amount is recorded to the share-based compensation reserve. The fair value of options is determined using the Black-Scholes Option Pricing Model. The number of options expected to vest is reviewed and adjusted at the end of each reporting period, such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.
Loss per share
Basic loss per share is calculated by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. For all periods presented, the loss attributable to common shareholders equals the reported loss attributable to owners of the Company. Diluted loss per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period.
New and revised IFRS issued and impact on the Company’s financial statements
Certain new and amended accounting standards and interpretations have been published that are not mandatory for the February 28, 2025 reporting period and have not been early adopted by the Company.
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STUHINI EXPLORATION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED FEBRUARY 28, 2025
(Expressed in Canadian Dollars)
STUHINI
EXPLORATION
Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)
This amendment clarifies the requirement in determining whether a certain liability should be classified as current or noncurrent based on the rights that exist at the end of the reporting period, explains that rights are in existence if covenants are complied with at the end of the reporting period, and introduces a definition of ‘settlement’ to make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services. The amendment is to be applied retrospectively for annual periods beginning on or after January 1, 2024, with early adoption permitted. The Company has adopted this amendment for the year ended February 28, 2025.
IFRS 18, Presentation and Disclosures in Financial Statements (“IFRS 18”)
This is a new standard on presentation and disclosure in financial statements, which replaces IAS 1, with a focus on updates to the statement of profit or loss. IFRS 18 introduces new requirements to:
- present specified categories and defined subtotals in the statement of profit or loss;
- provide disclosures on management-defined performance measures (MPMs) in the notes to the financial statements; and
- improve aggregation and disaggregation.
An entity is required to apply IFRS 18 for annual reporting periods on or after January 1, 2027, with earlier adoption permitted. IFRS 18 requires retrospective application with specific transition provisions. The Company is assessing the impact of this amendment.
Other new standards and interpretations with future effective dates are either not applicable or not expected to have a significant impact on the Company’s financial statements.
4. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of these consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities and contingent liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. These financial statements include estimates that, by their nature, are uncertain. These assumptions and associated estimates are based on historical experience and other factors that are considered to be relevant. The current market conditions introduce additional uncertainties, risks and complexities in management’s determination of the estimates and assumptions used to prepare the Company’s financial results. As volatility in financial markets is an evolving situation, management cannot reasonably estimate the length or severity of the impact on the Company. As such, actual results may differ from estimates and the effect of such differences may be material. The impacts of such estimates are pervasive throughout the 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.
Critical judgments in applying accounting policies
The following are critical judgments that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements:
- the classification/allocation of expenses as exploration and evaluation expenditures or operating expenses;
- the classification and measurement of the Company’s financial assets and liabilities;
- the assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty; and
- the determination whether there have been any events or changes in circumstances that indicate the impairment of its exploration and evaluations assets.
Key sources of estimation uncertainty include the following:
- the recoverability of the carrying value of exploration and evaluation assets when impairment indicators exist;
- recoverability and measurement of deferred tax assets;
- provisions for restoration and environmental obligations, and contingent liabilities; and
- measurement of share-based compensation.
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STUHINI EXPLORATION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED FEBRUARY 28, 2025
(Expressed in Canadian Dollars)
STUHINI EXPLORATION
5. FINANCIAL INSTRUMENTS AND RISKS
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels at the fair value hierarchy are:
Level 1 — quoted prices in active markets for identical assets and liabilities.
Level 2 — observable inputs other than quoted prices in active markets for identical assets and liabilities.
Level 3 — unobservable inputs in which there is little or no market data available, which require the reporting entity to develop its own assumptions.
The Company has classified its cash as measured at fair value in the statement of financial position, using level 1 inputs.
Categories of financial instruments
| As at: | February 28, 2025 | February 29, 2024 |
|---|---|---|
| Financial assets: | ||
| FVTPL | ||
| Cash and cash equivalents | $ 442,721 | $ 885,340 |
| Short-term investment | $ - | $ 500,000 |
| Marketable securities | $ 95,000 | $ 100,000 |
| Amounts receivable | $ 1,692 | $ 28,086 |
| Reclamation bonds | $ 183,386 | $ 185,963 |
| Financial liabilities: | ||
| Amortized cost | ||
| Accounts payable | $ 1,946 | $ 7,150 |
| Accrued liabilities | $ 68,629 | $ 61,378 |
| Due to related parties | $ 51,929 | $ 34,159 |
Assets and liabilities measured at fair value on a recurring basis:
| As at February 28, 2025 | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Cash and cash equivalents | $ 442,721 | $ - | $ - | $ 442,721 |
| Marketable securities | 95,000 | - | - | 95,000 |
| $ 537,721 | $ - | $ - | $ 537,721 | |
| As at February 29, 2024 | Level 1 | Level 2 | Level 3 | Total |
| --- | --- | --- | --- | --- |
| Cash and cash equivalents | $ 885,340 | $ - | $ - | $ 885,340 |
| Short-term investment | 500,000 | - | - | 500,000 |
| Marketable securities | 100,000 | - | - | 100,000 |
| $ 1,485,340 | $ - | $ - | $1,485,340 |
Accounts payable, accrued liabilities, and due to related parties approximate their fair value due to the short-term nature of these instruments.
Risk management
The Company is exposed to the following risks through its use of financial instruments: credit risk, market risk, and liquidity risk. Management, the Board of Directors, and the Audit Committee monitor risk management activities and review the adequacy of such activities.
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, which is held with a high-credit-quality financial institution and amounts receivable from the Government of Canada. As such, the Company's credit risk exposure is minimal.
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STUHINI EXPLORATION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED FEBRUARY 28, 2025
(Expressed in Canadian Dollars)
STUHINI
EXPLORATION
Market risk:
Market risk refers to the potential loss that may result from fluctuations in market factors, including interest rates, foreign exchange rates, and commodity and equity prices.
i. Interest rate risk:
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As at February 28, 2025, the Company had a total of $303,486 invested in a short-term guaranteed investment certificate (“GIC”) maturing on March 26, 2025, which was held at a major Canadian banking institution (Notes 6 and 7). Aside from the funds held in GIC, as at February 28, 2025, the Company had no other interest-accumulating financial assets that could become susceptible to interest rate fluctuations. The Company believes that interest rate risk remains low.
ii. 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 currency. The Company’s main operations currently are in Canada; the Company does not have a permanent presence, other than the required statutory agents, in Arizona and Nevada. The Company holds its cash in Canadian dollars and pays its US vendors by converting its Canadian dollar cash to US dollars on an as-needed basis. A significant change in the currency exchange rates between the Canadian dollar relative to US dollar could have an effect on the Company’s results of operations, financial position, and/or cash flows. At February 28, 2025, the Company had no hedging agreements in place with respect to foreign exchange rates. As the majority of the transactions of the Company are denominated in Canadian dollars, movements in the foreign exchange rates are not expected to have a material impact on the consolidated statements of comprehensive loss.
iii. Equity price risk:
Equity price risk is the risk that the fair value of equities decreases as a result of changes in the levels of equity indices and the value of individual stocks. The Company is exposed to equity price risk as a result of its investment in marketable securities of Brixton Metals Corporation (Notes 10 and 11). The Company closely monitors the commodity markets and the stock market in general, as well as individual equity movements, to determine the appropriate course of action to take with respect to its interest in marketable securities.
Liquidity risk:
Liquidity risk is managed by ensuring sufficient financial resources are available to meet obligations associated with financial liabilities. The Company manages liquidity risk through the management of its capital structure. As at February 28, 2025, the Company had cash and cash equivalents of $442,721 to settle current financial liabilities of $122,504.
The following table details the remaining contractual maturities of the Company’s financial liabilities as of February 28, 2025:
| Within 1 year | 1-5 years | 5+ years | |
|---|---|---|---|
| Accounts payable | $ 1,946 | $ - | $ - |
| Accrued liabilities | 68,629 | - | - |
| Amounts due to related parties | 51,929 | - | - |
| $ 122,504 | $ - | $ - |
6. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consisted of the following:
| February 28, 2025 | February 29, 2024 | |
|---|---|---|
| Cash at bank and on hand | $ 139,235 | $ 185,340 |
| Cash held in short-term GIC | 303,486 | 700,000 |
| Total cash and cash equivalents | $ 442,721 | $ 885,340 |
Cash at the bank earns interest at floating rates based on daily bank deposit rates. Cash in GIC is deposited for varying periods of between three and twelve months, depending on the immediate cash requirements of the Company, and earns interest at the
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STUHINI EXPLORATION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED FEBRUARY 28, 2025
(Expressed in Canadian Dollars)
STUHINI
EXPLORATION
respective short-term deposit rates. For the year ended February 28, 2025, the Company recorded an interest income of $23,308 (2024 - $14,344) on cash held in GIC; of this amount, $1,692 (2024 - $14,344) was recorded as receivable as at February 28, 2025 (Note 8).
The Company deposits cash only with a major Canadian banking institution of high-quality credit standing.
7. SHORT-TERM INVESTMENT
At February 29, 2024, short-term investment consisted of a $500,000 non-redeemable 12-month GIC with an annual interest rate of 5.7%, maturing on September 6, 2024. For the year ended February 28, 2025, the Company recorded an interest income of $14,758 (2024 - $13,742) on cash held in the non-redeemable GIC. The Company cashed in a total of $528,500 in GICs, along with the accrued interest at maturity.
8. AMOUNTS RECEIVABLE
Amounts receivable consisted of the following:
| February 28, 2025 | February 29, 2024 | |
|---|---|---|
| GST receivable | $ 12,477 | $ 58,059 |
| Interest earned on redeemable GIC (Note 6) | 1,692 | 14,344 |
| Interest earned on short-term investment held in GIC (Note 7) | - | 13,742 |
| Total amounts receivable | $ 14,169 | $ 86,145 |
9. PREPAID EXPENSES
Prepaid expenses consisted of the following:
| February 28, 2025 | February 29, 2024 | |
|---|---|---|
| Prepaid exploration costs | $ 53,571 | $ 50,799 |
| Prepaid operating expenses | 62,870 | 66,325 |
| Total prepaid expenses | $ 116,441 | $ 117,124 |
10. MARKETABLE SECURITIES
The Company's marketable securities consist of 1,000,000 common shares of Brixton Metals Corporation (the "BBB Shares") valued at $95,000 (2024 - $100,000). During the year ended February 28, 2025, the Company recognized an unrealized loss of $5,000 (2024 - $95,000) pursuant to a change in the fair value of marketable securities.
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STUHINI EXPLORATION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED FEBRUARY 28, 2025
(Expressed in Canadian Dollars)
STUHINI
EXPLORATION
11. EXPLORATION AND EVALUATION ASSETS
Exploration and evaluation assets (“E&E Assets”) consist of the Ruby Creek, South Thompson, and Big Ledge Properties. As of February 28, 2025, the Company wrote off the Que, Lindsay, Red Hills, and Jersey Valley Properties.
The costs incurred on the Company’s exploration and evaluation assets are summarized as follows:
| As at February 28, 2025 | South | |||||||
|---|---|---|---|---|---|---|---|---|
| Ruby Creek Property | Que Property | Thompson Property | Big Ledge Property | Lindsay Property | Red Hills Property | Jersey Valley Property | Total | |
| Total E&E Assets, February 29, 2024 | $ 9,024,980 | $ 394,058 | $ 57,552 | $ 289,183 | $ 56,294 | $ - | $ - | $ 9,822,067 |
| Option payments - cash | - | 35,000 | - | - | 14,000 | 38,956 | 13,396 | 101,352 |
| Option payments - shares | - | 23,125 | - | - | - | - | - | 23,125 |
| Other acquisition costs (recovery) | (19,800) | - | 30,336 | - | 3,507 | 57,957 | 87,841 | 159,841 |
| Write-off | - | (249,915) | - | - | (39,719) | (96,913) | (101,237) | (487,784) |
| Additions, acquisition costs | (19,800) | (191,790) | 30,336 | - | (22,212) | - | - | (203,466) |
| Deferred exploration costs: | ||||||||
| Assaying | 45 | 9,420 | - | 27,333 | - | 3,714 | 33,740 | 74,252 |
| Camp and travel | 31,646 | 36,018 | - | 6,537 | - | 529 | 529 | 75,259 |
| Equipment use/rental | 10,946 | 12,589 | - | 2,550 | - | - | - | 26,085 |
| Geology | 4,745 | 18,647 | - | 36,450 | 3,500 | 5,108 | 24,546 | 92,996 |
| Other | 5,600 | 4,775 | - | 100 | - | - | - | 10,475 |
| Write-off | - | (283,717) | - | - | (37,582) | (9,351) | (58,815) | (389,465) |
| Additions, deferred exploration costs | 52,982 | (202,268) | - | 72,970 | (34,082) | - | - | (110,398) |
| Exploration tax credits received | (46,557) | - | - | (50,226) | - | - | - | (96,783) |
| Total E&E Assets, February 28, 2025 | $ 9,011,605 | $ - | $ 87,888 | $ 311,927 | $ - | $ - | $ - | $ 9,411,420 |
STUHINI EXPLORATION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED FEBRUARY 28, 2025
(Expressed in Canadian Dollars)
STUHINI EXPLORATION
| As at February 29, 2024 | Ruby Creek Property | Que Property | South Thompson Property | Big Ledge Property | Lindsay Property | Total |
|---|---|---|---|---|---|---|
| Total E&E Assets, February 28, 2023 | $ 7,528,034 | $ 320,235 | $ 41,762 | $ 248,903 | $ 52,955 | $8,191,889 |
| Mineral tenure/lease payments | 49,320 | - | - | - | - | 49,320 |
| Acquisition/option payments | 1,186,698 | 66,375 | 15,790 | - | 44,064 | 1,312,927 |
| Write-off | - | - | - | - | (74,065) | (74,065) |
| Additions, acquisition costs | 1,236,018 | 66,375 | 15,790 | - | (30,001) | 1,288,182 |
| Deferred exploration costs: | ||||||
| Assaying | 28,852 | - | - | 94 | - | 28,946 |
| Camp and travel | 96,976 | - | - | 1,855 | 26,156 | 124,987 |
| Equipment use/rental | 84,665 | - | - | 1,881 | 15,394 | 101,940 |
| Geology | 148,672 | 7,448 | - | 58,794 | 50,742 | 265,656 |
| Write-off | - | - | - | - | (58,952) | (58,952) |
| Additions, deferred exploration costs | 359,165 | 7,448 | 62,624 | 33,340 | 462,577 | |
| Exploration tax credits received | (98,237) | - | - | (22,344) | - | (120,581) |
| Total E&E Assets, February 29, 2024 | $ 9,024,980 | $ 394,058 | $ 57,552 | $ 289,183 | $ 56,294 | $9,822,067 |
In addition to the above property acquisition and exploration costs, at February 28, 2025, the Company had $53,571 in prepayments on the future exploration programs on its mineral properties (February 29, 2024 - $50,799), which were recorded as part of prepaid expenses (Note 9).
Ruby Creek Property
As of February 28, 2025, the Company held a 100% interest in the Ruby Creek Property, located 14 km from Atlin, BC, which consists of 56 contiguous mineral claims, including a mining lease. During the year ended February 29, 2024, the Company staked two additional claims, which were added to the Ruby Creek Property, increasing the total number of claims to 58, however, on June 3, 2024, the Company sold these two new claims for a one-time cash payment of $20,000, retaining a 0.5% NSR.
The mineral lease included as part of the Ruby Creek Property is subject to an annual flat fee lease payment of $49,320 with no work requirement.
During the year ended February 28, 2025, the Company spent $52,982 (February 29, 2024 - $359,165) in deferred exploration costs associated with the exploratory, drilling, and mine development programs on the Ruby Creek Property. During the year ended February 28, 2025, the Canada Revenue Agency issued an exploration tax refund for the eligible exploration expenses on the Ruby Creek Property totalling $46,557, which was used to reduce the deferred exploration costs (February 29, 2024 - $98,237).
As at February 28, 2025, the Company had a total of $125,000 (2024 - $125,000) in reclamation bonds on deposit with the BC Ministry of Energy, Mines and Low Carbon Innovation in connection with the Ruby Creek Property.
Que Property
As of February 28, 2025, the Company held an option to acquire a 100% interest in the Que Property (the "Que Option") located in southcentral Yukon. To fully exercise the Que Option, the Company was required to make the following option payments:
| Date | Common Shares | Cash Payment |
|---|---|---|
| April 1, 2020 (common shares issued) | 200,000 | $ - |
| 1st Anniversary of Approval (common shares issued) | 50,000 | - |
| 2nd Anniversary of Approval (common shares issued) | 75,000 | - |
| 3rd Anniversary of Approval (common shares issued) | 112,500 | - |
| 4th Anniversary of Approval (common shares issued, cash payment made) (1) | 125,000 | 35,000 |
| 5th Anniversary of Approval | 375,000 | 60,000 |
| Total | 937,500 | $ 95,000 |
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STUHINI EXPLORATION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED FEBRUARY 28, 2025
(Expressed in Canadian Dollars)
STUHINI
EXPLORATION
(1) The Company issued 125,000 common shares, representing the 4th anniversary option payment, on March 19, 2024. The common shares were valued at $23,125.
During the year ended February 28, 2025, the Company spent $81,449 (February 29, 2024 - $7,448) in deferred exploration costs associated with the exploratory program on the Que Property.
Subsequent to February 28, 2025, the Company terminated the Que Option Agreement, prior to its 5th Anniversary payment, due to the lack of exploration success during the summer 2024 field program, and the Company's recent emphasis on exploration of its Ruby Creek Property. As of February 28, 2025, the Company wrote off a total of $533,632 related to the acquisition and deferred exploration costs on the Que Property.
South Thompson Property
As of February 28, 2025, the Company held a Mineral Exploration License ("MEL") along the southern extent of the Thompson Nickel Belt, approximately 35 km northwest of Grand Rapids, Manitoba
On May 23, 2023, the Company entered into a net smelter returns royalty agreement (the "NSR Agreement") with Mr. Lindsay, the Company's consultant and the Que Property optioner ("Lindsay"), granting him a 1% net smelter returns ("NSR") royalty in respect of all concentrates and ores produced from the South Thompson Property, with an option to repurchase at any time 0.5% of the NSR royalty for a consideration of $50,000.
The Company did not have any deferred exploration costs associated with the South Thompson Property during the years ended February 28, 2025 and February 29, 2024. During the year ended February 28, 2025, the Company paid $30,336 in annual claim maintenance fees payable in lieu of field work to the Government of Manitoba (February 29, 2024 - $15,791).
During the year ended February 28, 2025, the Company received a refund of $2,577 associated with the reclamation bond on deposit with the Manitoba Ministry of Innovation, Energy and Mines in connection with the South Thompson Property. As at February 28, 2025, the Company had a total of $38,923 deposited with the Manitoba Ministry of Innovation, Energy and Mines on account of the reclamation bond (February 29, 2024 - $41,500).
Big Ledge Property
On July 26, 2021, the Company acquired the Big Ledge Property located in southeast BC, approximately 57 km south of the city of Revelstoke.
During the year ended February 28, 2025, the Company spent $72,970 in deferred exploration costs associated with the exploratory program on the Big Ledge Property (February 29, 2024 - $62,624). During the same period, the Canada Revenue Agency issued an exploration tax refund for the eligible exploration expenses on the Big Ledge Property, totalling $50,226, which was used to reduce the deferred exploration costs (February 29, 2024 - $22,344).
Lindsay Property
In June 2022, the Company, through Arizada, acquired by staking and through the acquisition of MEL's, four new properties in the southeast quadrant of Arizona (the "Arizona Properties").
On May 23, 2023, the Company entered into a purchase agreement with a vendor (the "Purchase Agreement") for the acquisition of strategic information and access to a proprietary database of mineral prospects in Arizona and Manitoba ("Strategic Information"). The Company made a $35,000 cash payment on signing of the Purchase Agreement and agreed to additional annual cash payments in respect of each Arizona property for a total of $620,000 expiring on May 25, 2027 (provided the Company has not abandoned such properties prior thereto). The Company also agreed to 1% NSR royalty in respect of all ores and concentrates produced from the Arizona Properties upon achieving commercial production, with an option to repurchase 0.5% NSR Royalty on any of the four Arizona Properties for consideration of $1,000,000 per Arizona Property.
15 | Page
STUHINI EXPLORATION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED FEBRUARY 28, 2025
(Expressed in Canadian Dollars)
STUHINI
EXPLORATION
During May and June of 2023, the Company carried out a fieldwork program on the Arizona claims. As a result of this program, the management decided to reduce the portfolio to four claims that comprised the Lindsay Property, reducing the size of its holdings in Arizona. As a result, on February 29, 2024, the Company wrote off acquisition costs of $74,065 and deferred exploration costs of $58,952, which were associated with the dropped claims.
To retain its interest in the Lindsay Property, the Company agreed to make the following cash payments:
| Date | Cash Payment |
|---|---|
| Initial payment on signing of the Purchase Agreement (Paid) | $ 35,000 |
| 1st Anniversary payment (Paid) | 14,000 |
| 2nd Anniversary payment | 28,000 |
| 3rd Anniversary payment | 56,000 |
| 4th Anniversary payment | 112,000 |
| Total | $ 245,000 |
During the year ended February 28, 2025, the Company made the first annual payment pursuant to the Purchase Agreement, totalling $14,000 for the Lindsay Property and paid an additional $3,507 in annual permitting fees (2024 - $35,000 initial cash payment was made on signing of the Purchase Agreement, and an additional $9,064 were paid for other acquisition fees). During the year ended February 28, 2025, the Company spent $3,500 in deferred exploration costs associated with the Lindsay Property (2024 - $92,292), which were spent on all properties initially acquired in Arizona).
The Company did not pay the annual license fees for the claims included in the Lindsay Property during the year ended February 28, 2025, allowing the claims to lapse. As of February 28, 2025, the Company decided not to maintain the Lindsay Property, and therefore wrote off a total of $77,301 related to the acquisition and deferred exploration costs on the Lindsay Property.
The Company was required to put up a $19,463 (US$15,000) one-time reclamation bond with the Arizona State Land Department.
Red Hills Property
On October 25, 2024, the Company entered into an option agreement (the "Red Hills Option") with Red Hills Project LLC ("RHP") to acquire a 100% interest in RHP's Red Hills Property. Red Hills Property is located approximately 68 km northeast of Ely, Nevada, in the central portion of the Red Hills in White Pine County.
To fully exercise the Red Hills Option, the Company is required to make the following option payments:
| Date | Minimum Cash Payment | Qualified Expenditures |
|---|---|---|
| On Acquisition (the “Effective Date”) (Paid) | US$25,736 | US$ - |
| 1st Anniversary of the Effective Date | US$25,000 | US$ 75,000 |
| 2nd Anniversary of the Effective Date | US$30,000 | US$200,000 |
| 3rd Anniversary of the Effective Date | US$40,000 | US$200,000 |
| 4th Anniversary of the Effective Date (and each year thereafter until commencement of commercial production) | US$50,000 | US$ - |
| Total | US$170,736 | US$475,000 |
In addition to the option payments included in the above table, the Company will be required to make certain one-time milestone payments ("Milestone Payments") as follows:
(a) US$250,000 upon completion of a technical report on the Red Hills Property disclosing a resource containing at least 250,000 troy ounces of gold equivalent;
(b) US$500,000 on completion of a positive feasibility report on the Red Hills Property; and
(c) US$1,000,000 on commencement of commercial production.
16 | Page
STUHINI EXPLORATION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED FEBRUARY 28, 2025
(Expressed in Canadian Dollars)
STUHINI
EXPLORATION
Should the Company wish to continue with the Red Hills Option, it will be required to pay annual Bureau of Land Management ("BLM") and county claim maintenance fees totaling US$27,840.
The Company may exercise the Red Hills Option at any time by making a cash payment of US$400,000 in addition to any minimum cash payments and Milestone Payments already made and completing the cumulative Qualified Expenditures. Upon exercise of the Red Hills Option, RHP will be entitled to a 2.5% NSR, subject to the Company's right to purchase 60% of the NSR for US$1,500,000 within 30 days of the Feasibility Report Milestone Payment accruing. Minimum cash payments made after the exercise of the Option shall be credited against the NSR payments.
During the year ended February 28, 2025, the Company staked additional claims. The Company paid $57,957 (US$41,661) for the new claims. The newly staked claims are within the area of interest ("AOI"), as defined in the Red Hills Option, and therefore are subject to the same option and royalty conditions as the claims originally acquired from the vendor.
During the year ended February 28, 2025, the Company incurred $9,351 in deferred exploration costs associated with the Red Hills Property (February 29, 2024 - $Nil).
After new management assessed the Red Hills Option, it was determined that the terms were unfavorable, the geological merit following the preliminary exploration program was lacking, and the Company faced challenges in funding multiple exploration projects. In light of these factors, the decision was made to concentrate exploration efforts on the Ruby Creek Property. As a result, the Red Hills Option was terminated subsequent to February 28, 2025, and as of that date, the Company recognized a $106,264 impairment charge related to the acquisition and deferred exploration costs of the Jersey Valley Property.
Jersey Valley Property
On November 15, 2024, the Company entered into an option agreement (the "Jersey Valley Option") with Goodsprings Exploration LLC and others to acquire a 100% interest in the Jersey Valley Property. The Jersey Valley Property is a gold exploration project located in Pershing County, Nevada, in the Battle Mountain area.
To fully exercise the Jersey Valley Option, the Company is required to make the following option payments ("Minimum Cash Payments"):
| Date | Minimum Cash Payment |
|---|---|
| On Acquisition (the “Effective Date”) (Paid) | US$ 9,500 |
| 1st Anniversary of the Effective Date | US$ 7,500 |
| 2nd Anniversary of the Effective Date | US$10,000 |
| 3rd Anniversary of the Effective Date | US$15,000 |
| 4th Anniversary of the Effective Date (and each year thereafter until commencement of commercial production) | US$25,000 |
| Total | US$67,000 |
There are no work commitments associated with the Jersey Valley Option. The remaining Minimum Payments are at the Company's election, should it wish to maintain the Option after the first year.
The Company may exercise the Option at any time by making a cash payment of US$300,000 (in addition to any Minimum Cash Payments already made). Upon exercise of the Jersey Valley Option, the vendor will retain a 2.0% NSR on the Jersey Valley Property, subject to the Company's right to purchase 50% of the NSR for US$2,000,000 within 30 days of commencement of commercial production. Minimum Cash Payments made after the exercise of the Jersey Valley Option shall be credited against the Royalty payments. In addition, the Company will be required to pay annual BLM and county claim maintenance fees totaling US$34,320.
During the year ended February 28, 2025, the Company staked additional claims. The Company paid $87,841 (US$62,882) for the new claims. The newly staked claims are within the AOI, as defined in the Jersey Valley Option, and therefore are subject to the same option and royalty conditions as the claims originally acquired from the vendor.
17 | Page
STUHINI EXPLORATION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED FEBRUARY 28, 2025
(Expressed in Canadian Dollars)
STUHINI
EXPLORATION
During the year ended February 28, 2025, the Company incurred $58,815 in deferred exploration costs associated with the Jersey Valley Property (February 29, 2024 - $Nil).
After new management assessed the Jersey Valley Option, it was determined that the terms were unfavorable, the geological merit following the preliminary exploration program was lacking, and the Company faced challenges in funding multiple exploration projects. In light of these factors, the decision was made to concentrate exploration efforts on the Ruby Creek Property. As a result, the Jersey Valley Option was terminated subsequent to February 28, 2025, and as of that date, the Company recognized a $160,052 impairment charge related to the acquisition and deferred exploration costs of the Jersey Valley Property.
Metla Property
As at February 28, 2025, the Company holds a 1.0% NSR on the Metla Property, a mineral property the Company sold to Brixton Metals Corporation in 2020.
12. SHARE CAPITAL
Authorized share capital
- Unlimited number of common shares without par value.
Share issuances during the year ended February 28, 2025
On March 19, 2024, the Company issued 125,000 common shares pursuant to the Que Option Agreement. The common shares were valued at $23,125 (Note 11).
Share issuances during the year ended February 29, 2024
On March 17, 2023, the Company closed a non-brokered private placement by issuing a total of 6,000,000 units (the "March Units") at $0.40 per March Unit for aggregate gross proceeds of $2,400,000. Each March Unit consisted of one common share and one-half of one common share purchase warrant (each whole warrant, a "March Warrant"). Each March Warrant is exercisable into one common share at a price of $0.50 per common share, expiring on March 17, 2025.
In connection with the offering, the Company paid $9,180 in cash finders' fees and $48,156 in share issuance costs for regulatory and legal services. In addition, the Company issued a total of 22,950 non-transferable finders' warrants (the "March Finders' Warrants") to acquire one common share at a price of $0.50 per common share until March 17, 2025. The March Finders' Warrants were valued at $3,750 using the Black-Scholes Option Pricing Model with the following assumptions:
| Expected Life of the March Finders’ Warrants | 2 years |
|---|---|
| Risk-Free Interest Rate | 3.54 % |
| Expected Dividend Yield | Nil |
| Expected Stock Price Volatility | 84.61% |
| Grant Date Fair Value | $0.40 |
On March 23, 2023, the Company issued 112,500 common shares pursuant to the Que Option Agreement. The common shares were valued at $66,375 (Note 11).
On June 5, 2023, pursuant to the Ruby Creek Option Agreement, the Company issued 1,750,000 common shares with a fair value of $533,750 to Global Drilling Solutions Inc., a company wholly owned by the Company's co-founder and a major shareholder (Note 11).
Share purchase options
The Company has adopted a Rolling Stock Option Plan (the "Plan") pursuant to which options may be granted to directors, officers, employees, and consultants of the Company. Under the terms of the Plan, the Company can issue a maximum of 10% of the issued and outstanding common shares at the time of the grant. Options granted under the Plan, including vesting and the term, are determined by, and at the discretion of, the Board of Directors.
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STUHINI EXPLORATION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED FEBRUARY 28, 2025
(Expressed in Canadian Dollars)
STUHINI
EXPLORATION
Options granted during the year ended February 28, 2025
On January 14, 2025, the Company granted options to acquire up to 1,765,000 common shares at $0.12 per common share to its officers, directors, and consultants. These options vest in stages of 25% every six months over a 2-year period from the date of grant in equal amounts starting on July 14, 2025, and expire on January 14, 2028. The Company estimated the fair value of the options to be $125,694, of which $16,213 was recorded as share-based compensation for the year ended February 28, 2025. The Company used the Black-Scholes Option Pricing Model with the following assumptions:
| Expected Life of the Option | 3 years |
|---|---|
| Risk-Free Interest Rate | 3.09 % |
| Expected Dividend Yield | Nil |
| Expected Share Price Volatility | 91.92% |
| Grant Date Fair Value | $0.12 |
Options granted during the year ended February 29, 2024
On January 23, 2024, the Company granted options to acquire up to 970,000 common shares at $0.21 per common share to its officers, directors, and consultants. These options vested quarterly over a 12-month period from the date of grant in equal amounts starting on April 23, 2024, and expire on July 23, 2026. The Company estimated the fair value of the options to be $116,416, of which $91,793 was recorded as share-based compensation during the year ended February 28, 2025 (February 29, 2024 - $24,623). The Company used the Black-Scholes Option Pricing Model with the following assumptions:
| Expected Life of the Option | 2.5 years |
|---|---|
| Risk-Free Interest Rate | 3.83 % |
| Expected Dividend Yield | Nil |
| Expected Share Price Volatility | 87.56% |
| Grant Date Fair Value | $0.22 |
On March 6, 2023, the Company granted an option to acquire up to 100,000 common shares at $0.50 per common share to a consultant. The option vested quarterly over a 12-month period from the date of grant in equal amounts starting on June 6, 2023, and expires on March 6, 2026. The Company estimated the fair value of the option to be $38,345, of which $158 (February 29, 2024 - $38,187) was recorded as share-based compensation within consulting fees during the year ended February 29, 2025. The Company used the Black-Scholes Option Pricing Model with the following assumptions:
| Expected Life of the Option | 3 years |
|---|---|
| Risk-Free Interest Rate | 4.00 % |
| Expected Dividend Yield | Nil |
| Expected Stock Price Volatility | 92.53% |
| Grant Date Fair Value | $0.60 |
A continuity of options is as follows:
| Year ended February 28, 2025 | Year ended February 29, 2024 | |||
|---|---|---|---|---|
| Number of Options | Weighted Average Exercise Price | Number of Options | Weighted Average Exercise Price | |
| Options outstanding, beginning | 3,210,000 | $0.34 | 3,470,000 | $0.45 |
| Granted | 1,765,000 | $0.12 | 1,070,000 | $0.24 |
| Expired | (940,000) | $0.28 | (1,330,000) | $0.55 |
| Cancelled | (50,000) | $0.48 | - | - |
| Options outstanding, ending | 3,985,000 | $0.26 | 3,210,000 | $0.34 |
| Options exercisable, ending | 2,220,000 | $0.36 | 2,215,000 | $0.40 |
19 | Page
STUHINI EXPLORATION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED FEBRUARY 28, 2025
(Expressed in Canadian Dollars)
STUHINI
EXPLORATION
The options outstanding and exercisable at February 28, 2025, are as follows:
| Number of Options Outstanding | Number of Options Exercisable | Exercise Price | Weighted Average Remaining Life | Expiry Date |
|---|---|---|---|---|
| 1,150,000 | 1,150,000 | $ 0.48 | 0.91 | January 26, 2026 |
| 100,000 | 100,000 | $ 0.50 | 1.02 | March 6, 2026 |
| 970,000 | 970,000 | $ 0.21 | 1.40 | July 23, 2026 |
| 1,765,000 | - | $ 0.12 | 2.88 | January 14, 2028 |
| 3,985,000 | 2,220,000 | $ 0.26 | 1.90 |
The total share-based compensation related to the vesting of the options the Company granted during the years ended February 28, 2025 and February 29, 2024, was determined to be $108,164 and $350,665, respectively. Of the total share-based compensation, $157 (February 29, 2024 - $38,188) was recorded as consulting expenses, and $Nil (February 29, 2024 - $26,386) was recorded as advertising and promotion expenses.
Stock purchase warrants
A continuity of warrants is as follows:
| Year ended February 28, 2025 | Year ended February 29, 2024 | |||
|---|---|---|---|---|
| Number of Warrants | Weighted Average Exercise Price | Number of Warrants | Weighted Average Exercise Price | |
| Warrants outstanding, beginning | 8,398,370 | $0.47 | 5,375,420 | $0.46 |
| Issued | - | n/a | 3,022,950 | $0.50 |
| Expired | (115,355) | $0.41 | - | n/a |
| Warrants outstanding, ending | 8,283,015 | $0.47 | 8,398,370 | $0.47 |
The warrants outstanding and exercisable at February 28, 2025 are as follows:
| Number of Warrants Outstanding | Exercise Price | Weighted Average Remaining Life | Expiry Date |
|---|---|---|---|
| 1,148,750(2) | $ 0.60 | 1.43 | August 4, 2026 |
| 1,111,316(2) | $ 0.60 | 1.47 | August 19, 2026 |
| 1,969,091(3) | $ 0.35 | 1.81 | December 20, 2026 |
| 1,030,908(3) | $ 0.35 | 1.87 | January 13, 2027 |
| 3,000,000(4) | $ 0.50 | 2.05 | March 17, 2027 |
| 22,950(1) | $ 0.50 | 0.05 | March 17, 2025 |
| 8,283,015 | $ 0.47 | 1.80 |
(1) Finders' warrants; these warrants expired unexercised subsequent to February 28, 2025.
(2) The expiry dates of these warrants were extended from the original expiry dates on August 4, 2024, and August 19, 2024, by two additional years, resulting in expiry dates of August 4, 2026, and August 19, 2026, respectively. All other terms of extended warrants remained unchanged.
(3) The expiry dates of these warrants were extended from the original expiry dates on December 20, 2024, and January 13, 2025, by two additional years, resulting in expiry dates of December 20, 2026, and January 13, 2027, respectively. All other terms of extended warrants remained unchanged.
(4) The expiry dates of these warrants were extended from the original expiry date on March 17, 2025, by two additional years, resulting in an expiry date of March 17, 2027. All other terms of extended warrants remained unchanged.
13. FLOW-THROUGH SHARE PREMIUM LIABILITY
| February 28, 2025 | February 29, 2024 | |
|---|---|---|
| Balance, beginning | $ - | $ 11,044 |
| Recovery of flow-through share premium liabilities | - | (11,044) |
| Balance, ending | $ - | $ - |
20 | Page
STUHINI EXPLORATION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED FEBRUARY 28, 2025
(Expressed in Canadian Dollars)
STUHINI
EXPLORATION
On August 4, 2022, the Company issued 2,142,500 flow-through units (the “FT Unit”) at a price of $0.45 per FT Unit, and on August 19, 2022, the Company issued further 1,185,135 FT Units at a price of $0.45 per FT Unit. The premium received on the FT Units issued was determined to be $166,382 and was recorded as a share capital reduction. An equivalent premium liability was recorded and was being reduced as and when the qualified exploration expenditures occurred. During the year ended February 29, 2024, the Company recorded $11,044 in income that resulted from the flow-through share premium.
The Company did not have similar transactions during the year ended February 28, 2025.
14. RELATED PARTY TRANSACTIONS
Related parties include the Board of Directors, officers, key management personnel, close family members and enterprises that are controlled by these individuals. Key management personnel are those having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole.
The Company incurred the following transactions with related parties, including key management personnel:
| February 28, 2025 | February 29, 2024 | |
|---|---|---|
| Consulting fees paid or accrued to the Company’s CEO | $ 29,000 | $ 27,333 |
| Accounting and consulting fees, paid or accrued to the Company’s CFO | 17,780 | 20,300 |
| Consulting fees, investor relations and deferred exploration costs paid to the Company’s Corporate Secretary | 32,188 | 37,502 |
| Project management fees and deferred exploration costs paid or accrued to an entity controlled by the common-law spouse of the Company’s co-founder and major shareholder | - | 14,253 |
| Deferred exploration costs, general business consulting, and investor relations fees paid or accrued to an entity controlled by the VP of Exploration | 92,580 | 119,327 |
| Consulting, investor relations fees, and deferred exploration costs paid to a director | 13,100 | 12,170 |
| Consulting fees paid to an entity controlled by a director | 5,000 | 3,345 |
| Share-based compensation for options granted to directors and officers | 90,715 | 227,364 |
| Total related party transactions | $ 280,363 | $ 461,594 |
Amounts due to related parties consist of amounts owed directly to the officers and directors of the Company, or to the companies controlled by them, for the professional services or for the expenses incurred on behalf of the Company. These amounts are unsecured, non-interest-bearing, and due on demand. At February 28, 2025, the Company owed a total of $51,929 (February 29, 2024 - $34,159) to its related parties.
15. INCOME TAXES
A reconciliation of income taxes at the statutory rates are as follows:
| Year ended February 28, 2025 | Year ended February 29, 2024 | |
|---|---|---|
| Net loss before tax | $ (1,584,935) | $ (1,205,419) |
| Statutory income tax rate | 27% | 27% |
| Expected income tax recovery | (428,000) | (325,000) |
| Non-deductible expenditures | 32,000 | 119,000 |
| Impact of flow through shares | - | 27,000 |
| Share issuance costs | (15,000) | (16,000) |
| Change in unrecognized deductible temporary differences | (86,000) | 30,000 |
| Change in valuation allowance | 319,000 | - |
| Deferred income tax recovery | $ (178,000) | $ (165,000) |
21 | Page
STUHINI EXPLORATION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED FEBRUARY 28, 2025
(Expressed in Canadian Dollars)
STUHINI
EXPLORATION
The significant components of deferred tax assets that have not been included in the statements of financial position are as follows:
| February 28, 2025 | February 29, 2024 | |
|---|---|---|
| Deferred tax assets: | ||
| Non-capital losses available for future period | $ 908,000 | $ 716,000 |
| Share issuance costs | 36,000 | 54,000 |
| Exploration and evaluation assets - Canada | (824,000) | (1,024,000) |
| Exploration and evaluation assets - USA | 162,000 | 45,000 |
| Equipment | 49,000 | 44,000 |
| Marketable securities | 33,000 | 32,000 |
| 364,000 | (133,000) | |
| Unrecognized deferred tax assets | (364,000) | (45,000) |
| Net deferred tax liabilities | $ - | $ (178,000) |
The Company has approximately $3,311,397 of non-capital losses which expire by 2045. Tax attributes are subject to review and potential adjustment by tax authorities.
The Company has approximately $40,243 in United States net operating loss carry forwards, which will never expire but their utilization is limited to 80% of taxable income in future years.
16. SUBSEQUENT EVENTS
a) On May 30, 2025, the Company granted an option to acquire up to 500,000 common shares of the Company to its newly appointed director, CEO, and President. The option vests in stages of 25% every six months, and can be exercised at $0.11 per share, expiring on May 30, 2030.
b) On April 21, 2025, an option to acquire up to 175,000 common shares granted on January 14, 2025, to the Company’s VP of Exploration was rescinded on the resignation of the VP of Exploration in accordance with the Plan as no options were vested. Moreover, the options to acquire up to an additional 210,000 common shares, which had been vested at the time of his resignation, expire 90 days following the resignation on July 21, 2025, in accordance with the Plan.
c) On May 30, 2025, an option to acquire up to 200,000 common shares granted to the former Chair of the Company on January 14, 2025, had its terms amended in accordance with the Plan, so that 100% of the option vested on resignation, expires on May 30, 2026. An additional option to acquire up to 115,000 shares granted to the former Chair of the Company on January 26, 2023, will expire by the original terms on January 26, 2026, and an option to acquire up to 125,000 shares granted on January 23, 2024, will expire on May 30, 2026, in accordance with the Plan.
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