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Teuton Resources Corp. — Interim / Quarterly Report 2025
Aug 30, 2025
44379_rns_2025-08-29_4e02eb20-86bc-45c4-99fc-902dd331af39.pdf
Interim / Quarterly Report
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TEUTON RESOURCES CORP.
Condensed Consolidated Financial Statements
Six Months Ended June 30, 2025
(Expressed in Canadian dollars)
(unaudited)
NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS
Under National Instrument 51-102, "Continuous Disclosure Obligations", Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed consolidated interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The Company's external auditors, Charlton & Company, Chartered Professional Accountants, have not performed a review of these condensed consolidated financial statements.
TEUTON RESOURCES CORP.
Condensed Consolidated Statements of Financial Position
(Expressed in Canadian dollars)
| June 30, 2025 $ | December 31, 2024 $ | |
|---|---|---|
| (unaudited) | ||
| Assets | ||
| Current assets | ||
| Cash | 310,040 | 622,148 |
| Marketable securities (Note 4) | 3,127,684 | 4,299,898 |
| Taxes receivable | 9,261 | 88,158 |
| Due from related parties (Note 7) | 39,419 | 108,829 |
| Prepaid expenses and deposits | 56,247 | 41,489 |
| Assets held for distribution (Note 3) | – | 4,194,646 |
| Total current assets | 3,542,651 | 9,355,168 |
| Non-current assets | ||
| Reclamation bonds (Note 6) | 283,766 | 283,766 |
| Property and equipment (Note 5) | 888,367 | 898,739 |
| Exploration and evaluation assets (Note 6) | 1,432,771 | 1,367,972 |
| Total non-current assets | 2,604,904 | 2,550,477 |
| Total assets | 6,147,555 | 11,905,645 |
| Liabilities | ||
| Current liabilities | ||
| Accounts payable and accrued liabilities | 189,249 | 97,649 |
| Due to related party (Note 7) | – | 19,268 |
| Total liabilities | 189,249 | 116,917 |
| Shareholders' equity | ||
| Share capital (Note 8) | 33,089,118 | 33,089,118 |
| Share-based payment reserve (Notes 8 and 9) | 8,250,310 | 6,539,304 |
| Deficit | (35,381,122) | (27,839,694) |
| Total shareholders' equity | 5,958,306 | 11,788,728 |
| Total liabilities and shareholders' equity | 6,147,555 | 11,905,645 |
Nature of operations and going concern (Note 1)
Subsequent event (Note 12)
Approved and authorized for issuance on behalf of the Board on August 29, 2025:
/s/ "Dino Cremonese"
/s/ "Robert Smiley"
Dino Cremonese, Director
Robert Smiley, Director
(The accompanying notes are an integral part of these condensed consolidated financial statements)
TEUTON RESOURCES CORP.
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(Expressed in Canadian dollars)
(unaudited)
| Three months ended June 30, 2025 $ | Three months ended June 30, 2024 $ | Six months ended June 30, 2025 $ | Six months ended June 30, 2024 $ | |
|---|---|---|---|---|
| Expenses | ||||
| Consulting fees | 28,500 | 28,500 | 57,000 | 83,000 |
| Depreciation | 4,658 | 5,940 | 9,315 | 11,879 |
| Investor relations | 3,892 | 3,404 | 14,617 | 4,001 |
| Office, rent, and telephone (Note 7) | 44,383 | 3,512 | 55,483 | 8,690 |
| Professional fees | 57,926 | 27,790 | 72,816 | 34,582 |
| Salaries and benefits (Note 7) | 101,363 | 76,479 | 147,396 | 122,525 |
| Share-based compensation (Notes 7 and 9) | 1,711,006 | – | 1,711,006 | – |
| Transfer agent and regulatory fees | 14,710 | 12,699 | 32,627 | 35,232 |
| Travel | 1,594 | 243 | 9,867 | 7,614 |
| Total expenses | 1,968,032 | 158,567 | 2,110,127 | 307,523 |
| Loss before other income (expense) | (1,968,032) | (158,567) | (2,110,127) | (307,523) |
| Other income (expense) | ||||
| Impairment of exploration and evaluation assets (Note 6) | (3,327) | (749) | (3,327) | (749) |
| Interest income | 5,588 | 9,176 | 7,706 | 17,660 |
| Loss on disposal of marketable securities (Note 4) | (4,681,121) | (115,882) | (4,681,121) | (115,882) |
| Unrealized gain (loss) on marketable securities (Note 4) | 4,207,608 | (1,763,984) | 3,440,087 | (2,639,813) |
| Total other income (expense) | (471,252) | (1,871,439) | (1,236,655) | (2,738,784) |
| Net loss and comprehensive loss for the period | (2,439,284) | (2,030,006) | (3,346,782) | (3,046,307) |
| Loss per share, basic and diluted | (0.04) | (0.04) | (0.06) | (0.05) |
| Weighted average number of common shares outstanding | 57,746,881 | 57,389,189 | 57,746,881 | 57,696,881 |
(The accompanying notes are an integral part of these condensed consolidated financial statements)
TEUTON RESOURCES CORP.
Condensed Consolidated Statements of Changes in Shareholders' Equity
(Expressed in Canadian dollars)
(unaudited)
| Share capital | Share-based payment reserve $ | Deficit $ | Total shareholders' equity $ | ||
|---|---|---|---|---|---|
| Number of shares | Amount $ | ||||
| Balance, December 31, 2024 | 57,746,881 | 33,089,118 | 6,539,304 | (27,839,694) | 11,788,728 |
| Share-based compensation | – | – | 1,711,006 | – | 1,711,006 |
| Transfer of assets pursuant to spinout transaction | – | – | – | (4,194,646) | (4,194,646) |
| Net loss for the period | – | – | – | (3,346,782) | (3,346,782) |
| Balance, June 30, 2025 | 57,746,881 | 33,089,118 | 8,250,310 | (35,381,122) | 5,958,306 |
| Balance, December 31, 2023 | 57,346,881 | 32,918,236 | 6,620,186 | (24,959,121) | 14,579,301 |
| Shares issued pursuant to the exercise of stock options | 350,000 | 149,522 | (70,772) | – | 78,750 |
| Net loss for the period | – | – | – | (3,046,307) | (3,046,307) |
| Balance, June 30, 2024 | 57,696,881 | 33,067,758 | 6,549,414 | (28,005,428) | 11,611,744 |
(The accompanying notes are an integral part of these condensed consolidated financial statements)
TEUTON RESOURCES CORP.
Condensed Consolidated Statements of Cash Flows
(Expressed in Canadian dollars)
(unaudited)
| Six months ended June 30, 2025 $ | Six months ended June 30, 2024 $ | |
|---|---|---|
| Operating activities | ||
| Net loss for the period | (3,346,782) | (3,046,307) |
| Items not involving cash: | ||
| Depreciation | 9,315 | 11,879 |
| Impairment of exploration and evaluation assets | 3,327 | 749 |
| Loss on disposal of marketable securities | 4,681,121 | 115,882 |
| Share-based compensation | 1,711,006 | – |
| Unrealized loss (gain) on marketable securities | (3,440,087) | 2,639,813 |
| Changes in non-cash operating working capital: | ||
| Taxes receivable | 78,897 | 9,606 |
| Prepaid expenses and deposits | (14,758) | (32,502) |
| Accounts payable and accrued liabilities | 91,600 | 62,871 |
| Due to/from related parties | 50,142 | 8,266 |
| Net cash used in operating activities | (176,219) | (229,743) |
| Investing activities | ||
| Purchase of marketable securities | (68,820) | (81,470) |
| Proceeds from sale of marketable securities | – | 47,109 |
| Exploration and evaluation asset expenditures | (67,069) | (39,245) |
| Purchase of reclamation bonds | – | (19,400) |
| Net cash used in investing activities | (135,889) | (93,006) |
| Financing activities | ||
| Proceeds from shares issued | – | 78,750 |
| Net cash used in financing activities | – | 78,750 |
| Change in cash | (291,922) | (243,999) |
| Cash, beginning of period | 622,148 | 1,228,229 |
| Cash, end of period | 310,040 | 984,230 |
| Non-cash investing and financing activities: | ||
| Depreciation of property and equipment included in exploration and evaluation assets | 1,057 | 1,321 |
| Fair value stock options transferred from share-based payment reserve to share capital | – | 70,772 |
| Assets held distributed to shareholders as part of spinout | 4,194,646 | – |
(The accompanying notes are an integral part of these condensed consolidated financial statements)
TEUTON RESOURCES CORP.
Notes to the Condensed Consolidated Financial Statements
Six Months Ended June 30, 2025
(Expressed in Canadian dollars)
(unaudited)
- Nature of Operations and Going Concern
Teuton Resources Corp. (the "Company") is an exploration stage company and is in the business of acquiring, exploring and dealing in mineral properties in the province of British Columbia, Canada. There has been no determination whether properties held contain economically recoverable ore reserves. The Company jointly conducts business and exploration activities with another publicly listed company, Silver Grail Resources Ltd. ("Silver Grail"). Silver Grail shares office premises and consultants and has common directors. The Company's head office and principal place of business is 2130 Crescent Road, Victoria, BC, Canada. The Company is listed as a Tier 2 mining issuer on the TSX Venture Exchange ("TSX-V") under the symbol "TUO".
In the ordinary course of business, the Company sells or options property interests to third parties, accepting as consideration cash and/or securities of the acquiring party. The Company attempts to realize upon the value of securities as opportunities present themselves. The recoverability of valuations assigned to mineral properties is dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the properties, the ability to obtain necessary financing to complete development, and future profitable production or proceeds from disposition.
These condensed consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at June 30, 2025, the Company has no source of recurring revenue, generates negative cash flows from operating activities, and has an accumulated deficit of $35,308,569 (December 31, 2024 - $27,839,694). However, as at June 30, 2025, the Company had working capital of $3,353,402 (December 31, 2024 - $9,238,251). The continued operations of the Company are dependent on its ability to generate future cash flows or obtain additional financing. Management is of the opinion that the Company has sufficient working capital to meet the Company's liabilities and commitments as they become due. If necessary, capital will be obtained from external financings. There is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. These factors cast significant doubt on the Company's ability to continue as a going concern. These condensed financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern. Such adjustments could be material.
- Material Accounting Policy Information
(a) Basis of Preparation
These condensed consolidated financial statements have been prepared in accordance with IFRS Accounting Standards applicable to interim financial information, as outlined in International Accounting Standard ("IAS") 34, "Interim Financial Reporting" and using the accounting policies consistent with those in the audited financial statements as at and for the year ended December 31, 2024.
These condensed consolidated financial statements do not include all disclosures normally provided in annual financial statements and should be read in conjunction with the annual financial statements as at and for the year ended December 31, 2024. Interim results are not necessarily indicative of the results expected for the fiscal year.
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TEUTON RESOURCES CORP.
Notes to the Condensed Consolidated Financial Statements
Six Months Ended June 30, 2025
(Expressed in Canadian dollars)
(unaudited)
- Material Accounting Policy Information (continued)
(b) Accounting Standards Issued But Not Yet Effective
A number of new standards, and amendments to standards and interpretations, are not yet effective for the period ended June 30, 2025, and have not been early adopted in preparing these condensed consolidated financial statements. Other 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 condensed consolidated financial statements.
IFRS 18 – Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements. This standard aims to improve the consistency and clarity of financial statement presentation and disclosures by providing updated guidance on the structure and content of financial statements. Key changes include enhanced requirements for the presentation of financial performance, financial position, and cash flows, as well as additional disclosures to improve transparency and comparability. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027. The Company is currently assessing the impact that the adoption of IFRS 18 will have on its financial statements.
- Plan of Arrangement
On January 17, 2024, the Company incorporated a new subsidiary in the province of British Columbia, Canada, Luxor Metals Ltd. ("Luxor"). On January 23, 2025, the Company entered into an Arrangement Agreement ("Arrangement") with Luxor, whereby the Company and Luxor will complete a spinout transaction. Pursuant to the Arrangement, the Company is to transfer the following assets to Luxor in consideration for the issuance of an aggregate of Luxor shares to the shareholders of the Company equal to one-third of the number of common shares in the capital the Company: (i) $300,000; (ii) $1,600,000 in marketable securities; and (iii) the 100% right, title, and interest in the mineral claims of the following properties: Big Gold Property, Eskay Rift Property, Four J's Property, Pearson Property, Tennyson Property, and Leduc Silver Property.
On May 16, 2025, the Arrangement was completed and Luxor issued 19,248,960 common shares to the shareholders of the Company in exchange for the spinout assets. The spinout assets had an aggregate value of $4,194,646 which was recorded as assets held for distribution as at December 31, 2024.
- Marketable Securities
| | December 31, 2024
Fair value
$ | Additions
$ | Disposals
$ | Unrealized gain
$ | June 30, 2025
Fair value
$ |
| --- | --- | --- | --- | --- | --- |
| Marketable securities | 4,299,898 | 68,820 | (4,681,121) | 3,440,087 | 3,127,684 |
The Company holds equity securities in publicly traded companies. During the six months ended June 30, 2025, the Company recorded an unrealized gain in the amount of $3,440,087 (2024 – unrealized loss of $2,639,813).
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TEUTON RESOURCES CORP.
Notes to the Condensed Consolidated Financial Statements
Six Months Ended June 30, 2025
(Expressed in Canadian dollars)
(unaudited)
- Property and Equipment
| Land $ | Building $ | Computer equipment $ | Field and drilling equipment $ | Furniture and equipment $ | Vehicle $ | Total $ | |
|---|---|---|---|---|---|---|---|
| Cost: | |||||||
| Balance, December 31, 2024 and June 30, 2025 | 713,294 | 189,833 | 6,963 | 116,080 | 77,519 | 126,126 | 1,229,815 |
| Land $ | Building $ | Computer equipment $ | Field and drilling equipment $ | Furniture and equipment $ | Vehicle $ | Total $ | |
| Accumulated depreciation: | |||||||
| Balance December 31, 2024 | – | 58,921 | 6,250 | 105,509 | 66,466 | 93,930 | 331,076 |
| Additions | – | 3,273 | 107 | 1,057 | 1,105 | 4,830 | 10,372 |
| Balance June 30, 2025 | – | 62,194 | 6,357 | 106,566 | 67,571 | 98,760 | 341,448 |
| Carrying amounts: | |||||||
| As at December 31, 2024 | 713,294 | 130,812 | 713 | 10,571 | 11,053 | 32,196 | 898,739 |
| As at June 30, 2025 | 713,294 | 127,639 | 606 | 9,514 | 9,948 | 27,366 | 888,367 |
- Exploration and Evaluation Assets
Exploration and evaluation assets consist of:
| Six months ended June 30, 2025 $ | Year ended December 31, 2024 $ | |
|---|---|---|
| Balance, beginning of period | 1,367,972 | 3,413,386 |
| Assays | – | 15,789 |
| Depreciation | 1,057 | 2,643 |
| Engineering | – | 22,286 |
| Equipment rental, safety personnel, and supplies | 6,665 | 9,148 |
| Geological and geophysical | 31,910 | 116,750 |
| Helicopters | – | 85,004 |
| Property taxes | 26,452 | 25,698 |
| Staking | – | 500 |
| Travel and accommodations | 2,042 | 12,315 |
| 68,126 | 290,133 | |
| B.C mineral exploration tax credits | – | (40,132) |
| Impairment | (3,327) | (769) |
| Reclassification to assets held for distribution (Note 3) | – | (2,294,646) |
| (3,327) | (2,335,547) | |
| Balance, end of period | 1,432,771 | 1,367,972 |
TEUTON RESOURCES CORP.
Notes to the Condensed Consolidated Financial Statements
Six Months Ended June 30, 2025
(Expressed in Canadian dollars)
(unaudited)
- Exploration and Evaluation Assets (continued)
(a) Skeena Mining Division, British Columbia
The Company owns or originally owned a 100% interest in the following properties in the Skeena Mining Division.
(i) Treaty Creek Property
On April 4, 2007, the Company entered into an option agreement with American Creek Resources Ltd. ("American Creek") whereby American Creek had the right to earn a 51% interest in the Company's Treaty Creek Property. Under the terms of the option agreement, American Creek earned a 51% interest in the Treaty Creek Property by issuing 100,000 shares and incurring exploration expenditures on the Treaty Creek Property aggregating $5,000,000.
St. Andrew Goldfields Ltd. has a 2% net smelter return royalty ("NSR") on 24 of the 44 mineral claims included in the Treaty Creek property. A buy-back of 1% of the NSR for $1,000,000 is exercisable at any time until six months has passed from the commencement of commercial production.
On May 10, 2016, the Company entered into a joint venture agreement with Tudor Gold Corp. ("Tudor Gold") and American Creek with respect to the Treaty Creek property. Pursuant to this joint venture agreement, Tudor Gold will issue 500,000 common shares in the capital of Tudor Gold to each of American Creek and the Company to purchase American Creek's 31% interest and the Company's 29% interest, respectively, in the property (received). Tudor Gold must also incur $1,000,000 in exploration expenditures during the year ended December 31, 2016 (incurred).
Thereafter, Tudor Gold will hold an immediate 60% interest, and the Company and American Creek will each hold an immediate 20% interest in the joint venture. Both the Company and American Creek's interests are fully carried during the exploration period until a production notice is given. Once a production notice has been received, the Company and American Creek will each be responsible for 20% of the costs going forward under the terms of the joint venture agreement.
The Company retains a 0.98% NSR on certain core claims within the property and 0.49% NSR on peripheral claims.
(ii) Bonsai Property
The Company owns a 100% interest in the Bonsai property located in the Skeena Mining Division.
(iii) Leduc Silver Property
The Company owned a 100% interest in the Leduc Silver property located in the Skeena Mining Division. See Note 3.
(iv) Stamp Claims
The Company owns a 100% interest in the Stamp property located in the Skeena Mining Division.
(v) Four J's Claims
The Company owned a 100% interest in the Four J's property located in the Skeena Mining Division. See Note 3.
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TEUTON RESOURCES CORP.
Notes to the Condensed Consolidated Financial Statements
Six Months Ended June 30, 2025
(Expressed in Canadian dollars)
(unaudited)
6. Exploration and Evaluation Assets (continued)
(a) Skeena Mining Division, British Columbia (continued)
(vi) Lord Nelson Property
On August 24, 2020, the Company entered into an agreement whereby Decade can earn up to a 75% interest in Lord Nelson property.
To earn a 55% interest in the property, Decade must do the following:
Cash consideration to be paid to the Company:
- $10,000 to be paid upon execution of the agreement (received);
- a further $15,000 to be paid on or before the earlier of August 24, 2021 and the date which is 30 days after the date on which Decade has completed the year one exploration expenditures (received);
- a further $20,000 to be paid on or before the earlier of August 24, 2022 and the date which is 30 days after the date on which Decade has completed the year two exploration expenditures (extended to August 24, 2025);
- a further $25,000 to be paid on or before the earlier of August 24, 2023 and the date which is 30 days after the date on which Decade has completed the year three exploration expenditures (extended to August 24, 2025); and
- a further $30,000 to be paid on or before the earlier of August 24, 2024 and the date which is 30 days after the date on which Decade has completed the year four exploration expenditures (extended to August 24, 2025).
Share consideration to be paid by Decade:
- 400,000 shares to be issued upon Exchange approval (received);
- a further $15,000 worth of shares on the earlier of August 24, 2021 and 30 days after the date that Decade has completed the year one exploration expenditures (received);
- a further $20,000 worth of shares on the earlier of August 24, 2022 and 30 days after the date that Decade has completed the year two exploration expenditures (extended to August 24, 2025);
- a further $25,000 worth of shares on the earlier of August 24, 2023 and 30 days after the date that Decade has completed the year three exploration expenditures (extended to August 24, 2025); and
- a further $30,000 worth of shares on the earlier of August 24, 2024 and 30 days after the date that Decade has completed the year four exploration expenditures (extended to August 24, 2025).
Exploration expenditures to be incurred by Decade:
- $200,000 on or before August 24, 2021 (incurred);
- a further $250,000 on or before August 24, 2022 (extended to August 24, 2025);
- a further $300,000 on or before August 24, 2023 (extended to August 24, 2025);
- a further $500,000 on or before August 24, 2024 (extended to August 24, 2025); and
- a further $750,000 on or before August 24, 2025.
During the year ended December 31, 2024, Decade elected to terminate the option agreement.
TEUTON RESOURCES CORP.
Notes to the Condensed Consolidated Financial Statements
Six Months Ended June 30, 2025
(Expressed in Canadian dollars)
(unaudited)
6. Exploration and Evaluation Assets (continued)
(a) Skeena Mining Division, British Columbia (continued)
(vii) High South Claims
On April 11, 2011, the Company issued 600,000 common shares with a fair value of $342,000 pursuant to an agreement to purchase 12 mineral claims situated in the High South region. These claims are subject to a 2% NSR.
(viii) Fairweather Property
On December 15, 2015, the Company entered into an option agreement with Tudor Gold Corp. ("Tudor") whereby Tudor had the right to earn a 100% interest in the Company's Fairweather property located in the Skeena Mining Division. During the year ended December 31, 2020, all agreements were fully executed and the Company transferred its 100% interest in the Fairweather Property to Tudor. The Company retains an NSR of 1.0% to 2.0% on the property with no option for Tudor to buy back the royalty.
(ix) Tennyson Property
The Company owned a 100% interest in the Tennyson gold-copper property located in the Skeena Mining Division. See Note 3.
(x) Harry Property
On September 13, 2021, the Company entered into an agreement with Optimum Ventures Ltd. ("Optimum") whereby Optimum has the right to earn 80% interest in the Company's Harry Property located in the Skeena Mining Division.
On June 28, 2023, the Company entered into a consent agreement with Optimum pursuant to a proposed transaction with Blackwell Copper ("Blackwolf") and Gold Ltd. Upon completion of the transaction, Optimum will be a wholly-owned subsidiary of Blackwell, and Blackwell will assume the obligation to issue any optionee shares.
To earn an 80% interest in the property, Optimum must do the following:
Cash consideration to be paid:
- $50,000 to be paid upon receipt of Exchange approval (November 15, 2021) (received);
- a further $75,000 to be paid on or before the earlier of November 15, 2022 and the date which is 30 days after the date on which Optimum has completed the Year One Expenditures (received);
- a further $100,000 to be paid on or before the earlier November 15, 2023 and the date which is 30 days after the date on which Optimum has completed the Year Two Expenditures (received);
- a further $150,000 to be paid on or before the earlier of November 15, 2024 and the date which is 30 days after the date on which Blackwell has completed the Year Three Expenditures (not received, see below);
- a further $400,000 to be paid on or before the earlier of November 15, 2025 and the date which is 30 days after the date on which Blackwell has completed the Year Four Expenditures; and
- a further $725,000 to be paid on or before the earlier of November 15, 2026 and the date which is 30 days after the date on which Blackwell has completed the Year Five Expenditures.
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TEUTON RESOURCES CORP.
Notes to the Condensed Consolidated Financial Statements
Six Months Ended June 30, 2025
(Expressed in Canadian dollars)
(unaudited)
6. Exploration and Evaluation Assets (continued)
(a) Skeena Mining Division, British Columbia (continued)
(x) Harry Property (continued)
Share consideration to be paid by Optimum:
- 200,000 shares to be issued upon Exchange approval (received);
- a further 300,000 shares to be issued on the earlier of November 15, 2022 and 30 days after the date that Optimum has completed the year one exploration expenditures (received);
- a further 300,000 shares to be issued on the earlier of November 15, 2023 and 30 days after the date that Optimum has completed the year two exploration expenditures (received);
- a further 455,000 shares to be issued on the earlier of November 15, 2024 and 30 days after the date that Blackwell has completed the year three exploration expenditures (not received, see below);
- a further 650,000 shares to be issued on the earlier of November 15, 2025 and 30 days after the date that Blackwell has completed the year four exploration expenditures; and
- a further 975,000 shares to be issued on the earlier of November 15, 2026 and 30 days after the date that Blackwell has completed the year five exploration expenditures.
Exploration expenditures to be incurred by Optimum:
- $500,000 on or before November 15, 2022 (“Year One Expenditures”) (incurred);
- a further $1,000,000 on or before November 15, 2023 (“Year Two Expenditures”) (incurred);
- a further $1,500,000 on or before November 15, 2024 (“Year Three Expenditures”) (incurred);
- a further $2,000,000 on or before November 15, 2025 (“Year Four Expenditures”); and
- a further $4,000,000 on or before November 15, 2026 (“Year Five Expenditures”).
Upon the exercise of the option and Blackwell acquiring an 80% interest, the parties will enter into a joint venture agreement for the operation of the project. The Company will be granted a 2% Net Smelter Royalty with no buyback.
During the year ended December 31, 2024, the Company, Blackwell and Optimum agreed to terminate the option agreement.
(xi) Delta Property
On March 1, 2016, the Company entered into an option agreement with Tudor whereby Tudor had the right to earn a 100% interest in the Company's Delta property located in the Skeena Mining Division. As of December 31, 2022, all agreements related to the Delta property were fully executed and Tudor acquired a 100% interest in the property. The Company retains an NSR of 1.5 to 2.5% in the property with no option for buyback.
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TEUTON RESOURCES CORP.
Notes to the Condensed Consolidated Financial Statements
Six Months Ended June 30, 2025
(Expressed in Canadian dollars)
(unaudited)
6. Exploration and Evaluation Assets (continued)
(a) Skeena Mining Division, British Columbia (continued)
(xii) High North Property
On March 1, 2016, the Company entered into an option agreement with Tudor whereby Tudor had the right to earn a 100% interest in the Company's High North property located in the Skeena Mining Division. As of December 31, 2020, all agreements related to the High North property were fully executed and Tudor acquired a 100% interest in the property. The Company retains an NSR of 2.5% in the property with no option for buyback.
(xiii) Orion Claims
On June 1, 2016, the Company entered into an option agreement with Tudor whereby Tudor had the right to earn a 100% interest in the Company's Orion property located in the Skeena Mining Division. As of December 31, 2021, all agreements related to the Orion property were fully executed and Tudor acquired a 100% interest in the property. The Company retains an NSR of 2.5% in the property with no option for buyback.
(xiv) Del Norte and Midas Properties
The Company owns a 100% interest in the Del Norte Property and a 75% interest in the Midas Property. The Del Norte property consists of 23 claims. The Midas property is jointly owned with Silver Grail and consists of 7 claims.
On January 7, 2020, the Company entered into an option agreement with Decade Resources Ltd. ("Decade") whereby Decade can earn up to a 75% interest in the Del Norte property.
To earn a 55% interest in the property, Decade must do the following:
Cash consideration to be paid by Decade:
- $20,000 to be paid on January 7, 2020 (received);
- a further $30,000 to be paid on or before the earlier of January 7, 2021 and 30 days after the date that Decade has made the Year One Expenditures (received);
- a further $40,000 to be paid on or before the earlier of January 7, 2022 and 30 days after the date that Decade has made the Year Two Expenditures (received);
- a further $50,000 to be paid on or before the earlier of January 7, 2023 and 30 days after the date that Decade has made the Year Three Expenditures (received); and
- a further $60,000 to be paid on or before the earlier of January 7, 2024 and 30 days after the date that Decade has made the Year Four Expenditures (received $32,000 in cash and 280,000 Decade shares in lieu of the remaining balance).
Share consideration to be paid by Decade:
- 800,000 shares to be issued upon receipt of Exchange approval (received);
- a further $30,000 worth of shares (based on the weighted average closing price for shares for the 20 trading days preceding the date of issuance) on the earlier of January 7, 2021 and 30 days after the date that Decade has made the Year One Expenditures (received);
14
TEUTON RESOURCES CORP.
Notes to the Condensed Consolidated Financial Statements
Six Months Ended June 30, 2025
(Expressed in Canadian dollars)
(unaudited)
6. Exploration and Evaluation Assets (continued)
(a) Skeena Mining Division, British Columbia (continued)
(xiv) Del Norte and Midas Properties (continued)
- a further $40,000 worth of shares (based on the weighted average closing price for shares for the 20 trading days preceding the date of issuance) on the earlier of January 7, 2022 and 30 days after the date that Decade has made the Year Two Expenditures (received);
- a further $50,000 worth of shares (based on the weighted average closing price for shares for the 20 trading days preceding the date of issuance) on the earlier of January 7, 2023 and 30 days after the date that Decade has made the Year Three Expenditures (received); and
- a further $60,000 worth of shares (based on the weighted average closing price for shares for the 20 trading days preceding the date of issuance) on the earlier of January 7, 2024 and 30 days after the date that Decade has made the Year Four Expenditures (received).
Exploration expenditures to be incurred by Decade:
- $400,000 on or before January 7, 2021 ("Year One Expenditures") (incurred)
- a further $500,000 on or before January 7, 2022 ("Year Two Expenditures") (incurred);
- a further $600,000 on or before January 7, 2023 ("Year Three Expenditures") (incurred);
- a further $1,000,000 on or before January 7, 2024 ("Year Four Expenditures") (incurred); and
- a further $1,500,000 on or before January 7, 2025 ("Year Five Expenditures").
Decade has the right to earn an additional 20% interest by placing the property into production. The Company retains a 2% NSR.
(xv) King Tut, Tuck, and Silver Crown West Claims
On July 14, 2015 and as amended on April 21, 2016, the Company entered into an option agreement with Pretium Resources Inc. ("Pretium") whereby Pretium has the right to earn a 100% interest in the Company's King Tut, Tuck, and Silver Crown West properties located in the Skeena Mining Division. As of December 31, 2020, all agreements related to the King Tut, Tuck, and Silver Crown West properties were fully executed and Pretium acquired a 100% interest in the properties.
The Company retains an NSR of 2% with no buyback option. Under a concurrent agreement, Silver Grail is entitled to one-half of any NSR from the Silver Crown West property.
(xvi) Clone Property
On November 28, 2005, the Company and Silver Grail entered into an option agreement with Makena Resources Inc. ("Makena") whereby Makena had the right to earn a 50% interest in Silver Grail's and the Company's jointly owned Clone property, then comprised of 9 claims. An additional 10 claims were added to the property by staking in 2006.
Under the terms of the option agreement, Makena earned a 50% interest in the properties by paying a total of $120,000 cash consideration and incurring exploration expenditures on the Clone property aggregating $1,800,000.
On September 27, 2017 (as amended October 3, 2018), the Company and Silver Grail entered into an option agreement with Sunvest Minerals Corporation ("Sunvest"), whereby Sunvest has the right to earn the Company and Silver Grail's 50% beneficial interest in the Clone Property.
15
TEUTON RESOURCES CORP.
Notes to the Condensed Consolidated Financial Statements
Six Months Ended June 30, 2025
(Expressed in Canadian dollars)
(unaudited)
6. Exploration and Evaluation Assets (continued)
(a) Skeena Mining Division, British Columbia (continued)
(xvi) Clone Property (continued)
To earn this interest Sunvest is to issue a total of 5,000,000 of its shares, pay a total of $200,000, and incur exploration expenditures on the property aggregating $1,950,000.
On October 3, 2018, the Company entered into an amending agreement with Sunvest to reduce the total cash to be paid by $25,000 and reduce the number of shares to be issued by 1,000,000.
Cash consideration to be paid equally to the Company and Silver Grail:
- $25,000 to be paid on execution of the agreement (received);
- a further $75,000 ($50,000 in cash and issuance of 500,000 shares in lieu of the remaining balance) to be paid on or before September 27, 2018 (received); and
- a further $100,000 to be paid on or before September 27, 2019 (not incurred; see below).
Shares in the common stock of Sunvest to be issued equally to the Company and Silver Grail:
- 1,500,000 shares to be issued within five business days of September 27, 2017 (received);
- a further 1,500,000 shares to be issued on or before September 27, 2018 (received); and
- a further 2,000,000 shares to be issued on or before September 27, 2019 (not incurred; see below).
Exploration expenditures to be incurred by Sunvest:
- $350,000 on or before September 27, 2018 (incurred);
- $600,000 on or before September 30, 2019 (not incurred; see below); and
- $1,000,000 on or before September 30, 2020 (not incurred; see below).
The Company and Silver Grail retain an NSR of 2%, one-half of which can be repurchased for $1,500,000.
As of November 6, 2019, Sky Gold Corp. (formerly Sunvest Minerals Corporation) will no longer pursue the option agreement to earn an interest in the Clone project entered into with Silver Grail and the Company.
On November 15, 2019, the Company entered into an agreement with Gigs Capital Corp. (who in turn, acquired its interest by assignment from Makena) to purchase a 50% interest in the Clone Property for $200,000. The Company then owned 75% of the Clone property with the remaining 25% owned by Silver Grail. On July 1, 2023, Silver Grail elected to acquire an additional 25% of the Clone property from the Company for $100,000. As at March 31, 2024, the Company owns 50% (December 31, 2023 – 50%) of the Clone property with the remaining 50% owned by Silver Grail.
(xvii) Konkin Silver Property
On April 20, 2004, the Company and Silver Grail purchased a 100% interest in 2 claims representing eight units situated within the boundaries of the Konkin Silver property. In fiscal 2004, the Company issued 50,000 of its shares at a fair value of $13,750 and paid $10,000 to the vendor for its 50% share of the claims. The vendor retains a 2% NSR, one-half of which can be purchased for $1,000,000 until 18 months following the commencement of commercial production.
16
TEUTON RESOURCES CORP.
Notes to the Condensed Consolidated Financial Statements
Six Months Ended June 30, 2025
(Expressed in Canadian dollars)
(unaudited)
6. Exploration and Evaluation Assets (continued)
(a) Skeena Mining Division, British Columbia (continued)
(xviii) Bay Silver Claims
The Company owns a 50% interest in the Bay Silver property located in the Skeena Mining Division. Silver Grail owns the remaining 50% interest.
On August 16, 2018, the Company and Silver Grail entered into an agreement to option out their Bay Silver Property to AUX Resources Corp. (formerly Auramex Resources Corp.) ("Auramex"), whereby Auramex has the right to earn an undivided 100% ownership in the property. To earn this interest, Auramex is to issue 100,000 of its shares (Auramex effected a 1-for-5 share consolidation on June 30, 2020) and pay a total of $120,000 as follows:
Cash consideration to be paid equally to Company and Silver Grail:
- $10,000 to be paid on execution of the agreement (received);
- a further $15,000 to be paid on or before July 28, 2019 (received);
- a further $20,000 to be paid on or before July 28, 2020 (received);
- a further $25,000 to be paid on or before July 28, 2021 (received); and
- a further $50,000 to be paid on or before July 28, 2022 (received).
Common shares of Auramex to be issued equally to the Company and Silver Grail:
- 20,000 shares to be issued within three business days of regulatory approval for this agreement (received);
- a further 20,000 shares to be issued on or before July 28, 2019 (received);
- a further 20,000 shares to be issued on or before July 28, 2020 (received);
- a further 20,000 shares to be issued on or before July 28, 2021 (received); and
- a further 20,000 shares to be issued on or before July 28, 2022 (received).
Upon the exercise of the option, the Company and Silver Grail will retain a 2% NSR with an advance royalty payment of $50,000 plus an additional increment payable according to inflation between 2018 and 2025 as measured by the Canadian Consumer Price Index ("CPI") first due from Auramex on June 28, 2025. The advance royalty will thereafter be payable yearly on July 28, as adjusted by the CPI. Auramex will have the right to purchase one-half of the Company's and Silver Grail's NSR at any time up to including ninety days after the commencement of commercial production on the property by paying $1,000,000.
(xix) Silver Crown Property
The Company owns a 50% interest in the Silver Crown property located in the Skeena Mining Division. Silver Grail owns the remaining 50% interest.
On March 15, 2019, the Company and Silver Grail entered into an agreement to option out their Silver Crown Property to Auramex, whereby Auramex has the right to earn an undivided 100% ownership in the property. To earn this interest, Auramex is to issue 100,000 of its shares and pay a total of $120,000 as follows:
Cash consideration to be paid equally to Company and Silver Grail:
- $10,000 to be paid on execution of the agreement (received);
- a further $15,000 to be paid on or before March 15, 2020 (received);
- a further $20,000 to be paid on or before March 15, 2021 (received);
- a further $25,000 to be paid on or before March 15, 2022 (received); and
- a further $50,000 to be paid on or before March 15, 2023 (received).
17
TEUTON RESOURCES CORP.
Notes to the Condensed Consolidated Financial Statements
Six Months Ended June 30, 2025
(Expressed in Canadian dollars)
(unaudited)
6. Exploration and Evaluation Assets (continued)
(a) Skeena Mining Division, British Columbia (continued)
(xix) Silver Crown Property (continued)
Common shares of Auramex to be issued equally to the Company and Silver Grail:
- 20,000 shares to be issued within three business days of regulatory approval for this agreement (received);
- a further 20,000 shares to be issued on or before March 15, 2020 (received);
- a further 20,000 shares to be issued on or before March 15, 2021 (received);
- a further 20,000 shares to be issued on or before March 15, 2022 (received); and
- a further 20,000 shares to be issued on or before March 15, 2023 (received).
(b) Roman Property, New Westminster Mining Division, British Columbia
The Company owns a 50% interest in 8 claims located in the New Westminster Mining Division. The remaining 50% interest is owned by Silver Grail.
(c) Reclamation Bonds
Reclamation bonds are amounts pledged to the province of British Columbia for property reclamation. The bonds mature and roll over each year until the Company is released from its obligations.
7. Related Party Transactions
(a) For the six months ended June 30, 2025, the Company incurred salary of $90,000 (2024 - $90,000), office, rent, and telephone expenses of $2,400 (2024 - $2,400) to the President of the Company.
(b) As at June 30, 2025, the amount of $20,463 was owed from (December 31, 2024 – $19,268 was owed to) the President of the Company, which is non-interest bearing, unsecured and due on demand.
(c) The Company carries on joint exploration activity with Silver Grail, a company having directors in common with the Company. As at June 30, 2025, the Company owns 207,932 (December 31, 2024 – 207,932) common shares in Silver Grail with a fair value of $18,714 (December 31, 2024 – $14,555). As at June 30, 2025, the amount of $16,778 (December 31, 2024 – $108,829) was owed from Silver Grail, which is non-interest bearing, secured by certain mineral properties owned jointly with the Company, and due on demand.
(d) As at June 30, 2025, the amount of $2,178 (December 31, 2024 - $nil) was owed from Luxor, which is non-interest bearing, unsecured, and due on demand.
(e) During the six months ended June 30, 2025, the Company granted 2,900,000 (2024 – nil) stock options with a fair value of $1,638,452 (2024 - $nil) to key management personnel.
8. Share Capital
On June 19, 2024, the Company issued 350,000 common shares for proceeds of $78,750 pursuant to the exercise of stock options. The fair value of $70,772 was transferred from share-based payment reserve to share capital upon exercise.
TEUTON RESOURCES CORP.
Notes to the Condensed Consolidated Financial Statements
Six Months Ended June 30, 2025
(Expressed in Canadian dollars)
(unaudited)
9. Stock Options
The Company has adopted a stock option plan pursuant to which options may be granted to directors, officers, employees and consultants of the Company to a maximum of 10% of the issued and outstanding common shares at the time of the grant. The exercise price of each option shall not be less than the market price of the Company's stock on the date of the grant. Options granted under the plan have a maximum term of 10 years and vest as determined by the board of directors, except for options granted to consultants performing investor relations activities, which vest as to 25% three months from the grant date and 25% every three months thereafter, such that the options are 100% vested 12 months after the grant date.
The following table summarizes the continuity of the Company's stock options:
| Number of options | Weighted average exercise price $ | |
|---|---|---|
| Outstanding, December 31, 2024 | 4,952,500 | 1.20 |
| Granted | 3,200,000 | 0.88 |
| Expired | (960,000) | 0.50 |
| Outstanding, June 30, 2025 | 7,192,500 | 1.15 |
| Exercisable, June 30, 2025 | 6,892,500 | 1.16 |
Additional information regarding stock options outstanding as at June 30, 2025 is as follows:
| Range of exercise prices $ | Outstanding | Exercisable | |||
|---|---|---|---|---|---|
| Number of options | Weighted average remaining contractual life (years) | Weighted average exercise price $ | Number of options | Weighted average exercise price $ | |
| 0.88 | 3,200,000 | 4.8 | 0.88 | 2,900,000 | 0.88 |
| 1.17 | 2,050,000 | 2.3 | 1.17 | 2,050,000 | 1.17 |
| 1.20 | 1,100,000 | 2.6 | 1.20 | 1,100,000 | 1.20 |
| 2.06 | 842,500 | 0.4 | 2.06 | 842,500 | 2.06 |
| 7,192,500 | 3.3 | 1.15 | 6,892,500 | 1.16 |
The fair values for stock options granted have been estimated using the Black-Scholes option pricing model assuming no expected dividends or forfeitures, and the following weighted average assumptions:
| Six months ended June 30, 2024 | Six months ended June 30, 2024 | |
|---|---|---|
| Risk-free interest rate | 2.72% | – |
| Expected life (in years) | 5 | – |
| Expected volatility | 67% | – |
The total fair value of the stock options recognized during the six months ended June 30, 2025 was $1,711,006 (2024 - $nil), which was recorded as share-based payment reserve and charged to operations. The weighted average grant date fair value of stock options granted during the six months ended June 30, 2025 was $0.95 (2024 - $nil) per option.
18
TEUTON RESOURCES CORP.
Notes to the Condensed Consolidated Financial Statements
Six Months Ended June 30, 2025
(Expressed in Canadian dollars)
(unaudited)
- Segmented Information
The Company operates in one industry and geographic segment, the mineral resource industry with all current exploration activities conducted in Canada.
- Financial Instruments and Risk Management
(a) Fair Values
The Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:
Level 1 – Unadjusted quoted prices at the measurement date for identical assets or liabilities in active markets;
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
Level 3 – Significant unobservable (no market data available) inputs which are supported by little or no market activity.
Assets and liabilities measured at fair value on a recurring basis are presented on the Company's statement of financial position as of June 30, 2025 as follows:
| Fair Value Measurements Using | |||
|---|---|---|---|
| Quoted prices in active markets for identical instruments (Level 1) $ | Significant other observable inputs (Level 2) $ | Significant unobservable inputs (Level 3) $ | Balance as at June 30, 2025 $ |
| Marketable securities | 3,127,545 | 139 | – |
| 3,127,684 |
The fair values of other financial instruments, which include cash, amounts due to and from related parties, and accounts payable, approximate their carrying values due to the relatively short-term maturity of these instruments.
(b) Credit Risk
Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and marketable securities. The Company limits its exposure to credit loss by placing its cash and marketable securities with high credit quality financial institutions. Deposits held with these institutions may exceed the amount of insurance provided on such deposits. The carrying amount of financial assets represents the maximum credit exposure.
(c) Foreign Exchange Rate Risk
Foreign exchange rate risk is the risk that the Company's financial instruments will fluctuate in value as a result of movements in foreign exchange rates. The Company is not exposed to any significant foreign exchange risk.
(d) 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. The Company is not exposed to significant interest rate risk as it does not have any liabilities with variable rates.
19
TEUTON RESOURCES CORP.
Notes to the Condensed Consolidated Financial Statements
Six Months Ended June 30, 2025
(Expressed in Canadian dollars)
(unaudited)
- Financial Instruments and Risk Management (continued)
(e) Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company currently settles its financial obligations out of cash. The ability to do this relies on the Company raising equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.
All of the Company's financial liabilities have maturities of one year or less:
| Total $ | Within 1 year $ | Within 2-5 years $ | |
|---|---|---|---|
| As at June 30, 2025 | |||
| Accounts payable and accrued liabilities | 189,249 | 189,249 | – |
(f) Price Risk
The Company is exposed to price risk with respect to commodity prices. The Company's ability to raise capital to fund exploration and development activities is subject to risks associated with fluctuations in the market price of commodities.
- Subsequent Event
On August 1, 2025, the Company issued 2,000,000 units at $0.80 per unit for proceeds of $1,600,000. Each unit consisted of one common share and one-half share purchase warrant. Each whole share purchase warrant is exercisable at $1.20 per common share expiring on August 1, 2027.
20