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Walker River Resources Corp. — Audit Report / Information 2024
Mar 28, 2025
46981_rns_2025-03-28_f019d48e-7d21-4a2d-a9b7-6dad85accd59.pdf
Audit Report / Information
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Walker River Resources
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
NOVEMBER 30, 2024
(Expressed in Canadian Dollars)
D M C L
dmcl.ca
DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
Independent Auditor's Report
To the Shareholders of Walker River Resources Corp.
Opinion
We have audited the consolidated financial statements of Walker River Resources Corp. (the "Company"), which comprise the consolidated statements of financial position as at November 30, 2024 and 2023, and the consolidated statements of loss and comprehensive loss, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "financial statements").
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at November 30, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.
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 2 to the financial statements, which indicates that as at November 30, 2024, the Company has negative cash flow from operations and recurring operating losses and as at that date, has an accumulated deficit of $11,812,358. These events or conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters, that in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
| 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 |
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.
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 International Financial Reporting Standards, 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 consolidated 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
March 28, 2025
WALKER RIVER RESOURCES CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(EXRESSED IN CANADIAN DOLLARS)
| AS AT | Notes | November 30, 2024 | November 30, 2023 |
|---|---|---|---|
| ASSETS | |||
| Current | |||
| Cash | $ 366,962 | $ 543,271 | |
| Receivables | 35,509 | 24,580 | |
| Prepaid expenses | 5,828 | 7,851 | |
| 408,299 | 575,702 | ||
| Non-current assets | |||
| Reclamation bond | 6 | 32,321 | 54,903 |
| Equipment | 5 | 22,208 | 31,725 |
| Exploration and evaluation assets | 6,14 | 9,013,676 | 8,359,397 |
| Total assets | $ 9,476,504 | $ 9,021,727 | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||
| Current | |||
| Accounts payable and accrued liabilities | 7 | $ 587,854 | $ 524,060 |
| Due to related parties | 11 | 52,847 | 35,368 |
| Total liabilities | 640,701 | 559,428 | |
| EQUITY | |||
| Share capital | 8,14 | 17,912,169 | 16,590,774 |
| Share subscriptions | 8 | - | 323,100 |
| Reserves | 8 | 2,735,992 | 2,657,892 |
| Deficit | (11,812,358) | (11,109,467) | |
| Total equity | 8,835,803 | 8,462,299 | |
| Total liabilities and shareholders’ equity | $ 9,476,504 | $ 9,021,727 |
Going concern (Note 2)
Subsequent events (Note 14)
Authorized for issuance on behalf of the board on March 28, 2025:
“Michel David” Director
“Eric Falardeau” Director
The accompanying notes are an integral part of these consolidated financial statements.
Page | 1
WALKER RIVER RESOURCES CORP.
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(EXPRESSED IN CANADIAN DOLLARS)
| | | For the year ended
November 30, | |
| --- | --- | --- | --- |
| | Note | 2024 | 2023 |
| Operating expenses: | | | |
| Administration | | $ 73,772 | $ 75,351 |
| Advertising and promotion | 11, 12 | 158,455 | 49,136 |
| Audit and accounting | | 53,352 | 38,786 |
| Consulting | 11 | 347,000 | 323,208 |
| Legal fees | | - | 2,675 |
| Management fees | 11 | 208,500 | 175,000 |
| Office and miscellaneous | | 35,345 | 43,351 |
| Rent | | 30,147 | 19,935 |
| Transfer agent and filing fees | | 11,945 | 22,015 |
| Travel | | 69,798 | 76,732 |
| | | (988,314) | (826,189) |
| Other items | | | |
| Gain on sale of net smelter returns royalty | 6 | 113,506 | - |
| Gain on write-off of payables | 7 | 171,917 | - |
| | | 285,423 | - |
| Net loss and comprehensive loss | | $ (702,891) | $ (826,189) |
| Loss per share – basic and diluted | | $ (0.02) | $ (0.02) |
| Weighted average number of common shares outstanding – basic and diluted | | 46,605,694 | 38,498,300 |
The accompanying notes are an integral part of these consolidated financial statements.
WALKER RIVER RESOURCES CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(EXRESSED IN CANADIAN DOLLARS)
| Number of shares | Amount | Subscriptions received | Reserves | Deficit | Total | |
|---|---|---|---|---|---|---|
| Balance, November 30, 2022 | 36,826,862 | $ 16,005,430 | $ | $ 2,688,465 | $ (10,283,278) | $ 8,410,617 |
| Units issued for cash | 3,125,000 | 500,000 | - | - | - | 500,000 |
| Share issuance costs | - | (20,762) | - | 5,533 | - | (15,229) |
| Shares issued on exercise of warrants | 100,000 | 34,000 | - | (4,000) | - | 30,000 |
| Shares issued on exercise of options | 200,000 | 72,106 | - | (32,106) | - | 40,000 |
| Shares subscribed | - | - | 323,100 | - | - | 323,100 |
| Comprehensive loss | - | - | - | - | (826,189) | (826,189) |
| Balance, November 30, 2023 | 40,251,862 | 16,590,774 | 323,100 | 2,657,892 | (11,109,467) | 8,462,299 |
| Units issued for cash | 8,266,500 | 1,316,150 | (323,100) | 78,100 | - | 1,071,150 |
| Share issuance costs | - | (14,755) | - | - | - | (14,755) |
| Shares issued on exercise of warrants | 100,000 | 20,000 | - | - | - | 20,000 |
| Comprehensive loss | - | - | - | - | (702,891) | (702,891) |
| Balance, November 30, 2024 | 48,618,362 | $ 17,912,169 | $ - | $ 2,735,992 | $ (11,812,358) | $ 8,835,803 |
The accompanying notes are an integral part of these consolidated financial statements.
Page | 3
WALKER RIVER RESOURCES CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXRESSED IN CANADIAN DOLLARS)
| | For the years ended
November 30, | |
| --- | --- | --- |
| | 2024 | 2023 |
| OPERATING ACTIVITIES | | |
| Net loss | $ (702,891) | $ (826,189) |
| Items not affecting cash: | | |
| Foreign exchange adjustment | (2,466) | (543) |
| Gain on sale of net smelter returns royalty | (113,506) | - |
| Gain on write-off of payables | (171,917) | - |
| Changes in non-cash working capital balances: | | |
| Receivables | (10,929) | 12,066 |
| Prepaid expenses | 2,023 | 1,924 |
| Accounts payable and accrued liabilities | 99,517 | 96,084 |
| Due to related parties | 26,979 | 8,600 |
| Cash used in operating activities | (873,190) | (708,058) |
| INVESTING ACTIVITIES | | |
| Exploration and evaluation assets | (887,025) | (301,456) |
| Proceeds from sale of net smelter returns royalty | 614,640 | - |
| Refund of reclamation bond | 23,371 | - |
| Loan | - | 1,494 |
| Cash used in investing activities | (249,014) | (299,962) |
| FINANCING ACTIVITIES | | |
| Issuance of units (net of issuance costs) | 925,895 | 467,571 |
| Warrants exercised for shares | 20,000 | 30,000 |
| Option exercised for shares | - | 40,000 |
| Shares subscribed | - | 323,100 |
| Cash provided by financing activities | 945,895 | 860,671 |
| DECREASE IN CASH | (176,309) | (147,349) |
| CASH, BEGINNING | 543,271 | 690,620 |
| CASH, ENDING | $ 366,962 | $ 543,271 |
| SUPPLEMENTAL CASH FLOW INFORMATION
AND NON-CASH TRANSACTION | | |
| Units issued on conversion of debt | $ 130,500 | $ 17,200 |
| Exploration and evaluation assets included in accounts payable | $ 242,871 | $ 15,159 |
| Exploration and evaluation assets included in accounts payable to related parties | $ 16,000 | $ - |
| Depreciation capitalized | $ 9,517 | $ 13,596 |
The accompanying notes are an integral part of these consolidated financial statements.
Page | 4
WALKER RIVER RESOURCES CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED NOVEMBER 30, 2024
(EXPRESSED IN CANADIAN DOLLARS)
1. NATURE OF OPERATIONS
Walker River Resources Corp. (the “Company”) was incorporated pursuant to the Business Corporations Act (British Columbia) on December 16, 2010. The principal business of the Company is the identification, evaluation, acquisition and exploration of mineral properties. The Company’s shares are listed on the TSX Venture Exchange (the “Exchange”) under the symbol WRR.
The address of the Company’s registered records office and its principal place of business is 820 – 1130 West Pender Street, Vancouver, British Columbia, V6E 4A4, Canada.
2. BASIS OF PREPARATION AND GOING CONCERN
a) Statement of compliance
These consolidated financial statements are prepared in accordance with accounting policies consistent with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).
b) Going concern
These consolidated financial statements were prepared on a 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 for the foreseeable future. For the year ended November 30, 2024, the Company has negative cash flow from operations and recurring operating losses and as at that date, has an accumulated deficit of $11,812,358. The continuing operations of the Company are dependent upon its ability to obtain sufficient financing and the success of its exploration activities. This indicates the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Management intends to finance operating costs with loans from directors and companies controlled by directors and/or issuance of common shares. If the Company is unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its statement of financial position.
c) Functional currency
The functional and presentation currency of the Company and its subsidiary is the Canadian dollar.
d) Principles of consolidation
These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Walker River Resources LLC, incorporated in the state of Nevada.
Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. All inter-company accounts have been eliminated.
Page | 5
WALKER RIVER RESOURCES CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED NOVEMBER 30, 2024
(EXPRESSED IN CANADIAN DOLLARS)
e) Measurement basis
These consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments which are measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
- MATERIAL ACCOUNTING POLICY INFORMATION
a) Equipment
Equipment is recorded at cost less accumulated depreciation and accumulated impairment losses. The cost of an item of equipment consists of the purchase price, any costs directly attributable to bringing the asset into operation and an initial estimate of any rehabilitation obligation. Depreciation of the equipment and vehicles is calculated using the declining balance method at a rate of 30% per year.
Equipment is derecognized upon disposal, when held for sale or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in the statement of comprehensive loss.
Equipment used in exploration activities on the Company’s mineral properties is being capitalized to exploration and evaluation assets.
b) Exploration and evaluation assets
Expenditures incurred before the entity has obtained the legal rights to explore a specific area are expensed. Expenditures related to the development of mineral resources are not recognized as exploration and evaluation assets. Expenditures related to development are accounted for as an asset only when technical feasibility and commercial viability of a specific area are demonstrable and when recognition criteria of International Accounting Standard (“IAS”) 16 Property, Plant and Equipment or IAS 38 Intangible Assets are met.
All costs related to investments in mineral property interests are capitalized on a property-by-property basis. Such costs include mineral property acquisition costs and exploration and development expenditures associated with finding specific mineral resources, net of any recoveries. Costs related to production and administrative expenses and other general indirect costs are expensed. Government tax credits received are recorded as a reduction to the cumulative costs incurred and capitalized on the related property.
Upon reaching commercial production, these capitalized costs will be amortized to the residual values, if any, using either the straight-line method over the shorter of the estimated useful life of the asset or the life of mine (“LOM”) or the units-of-production method over the estimated recoverable ounces.
Management at least annually assesses carrying values of properties for which events and circumstances may indicate possible impairment. Impairment indicators relevant for exploration and evaluation properties include:
WALKER RIVER RESOURCES CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED NOVEMBER 30, 2024
(EXPRESSED IN CANADIAN DOLLARS)
- the rights to explore the area of interest have expired during the period or are near to expiry with no expectation of renewal;
- substantive expenditures on further exploration and evaluation are not planned or budgeted;
- exploration work is discontinued in an area for which commercially viable quantities have not been discovered; and
- there are unfavorable changes in the property economics or indications in an area with development likely to proceed that the carrying amount is unlikely to be recovered in full by development or sale.
In the event that estimated discounted cash flows expected from its use or eventual disposition is determined by management to be insufficient to recover the carrying value of the property, the carrying value is written down to the estimated recoverable amount.
The recoverability of exploration and evaluation assets and exploration and development costs is dependent on the existence of economically recoverable reserves, the ability to obtain the necessary financing to complete the development of the reserves, the ability to acquire the necessary permits and approvals, and the profitability of future operations. The Company has not yet determined if any of its future exploration and evaluation properties contain economically recoverable reserves. Amounts capitalized to exploration and evaluation properties as exploration and development costs do not necessarily reflect present or future values.
From time to time, the Company may acquire or dispose of a mineral property interest pursuant to the terms of an option agreement. As the options are exercisable entirely at the discretion of the optionee, the amounts payable or receivable are not recorded. Option payments are recorded as property costs or recoveries when the payments are made or received.
The Company may occasionally enter into farm-out arrangements, whereby the Company will transfer part of a mineral property interest, as consideration, for an agreement by transferee to meet certain exploration and evaluation expenditures that would have otherwise been undertaken by the Company. The Company does not record any expenditures made by the farmee on its behalf. Any cash consideration received from the agreement is credited against the costs previously capitalized to the mineral property interest given up by the Company, with any excess cash accounted for as a gain on disposal.
Once an economically able reserve has been determined for an area and the decision to proceed with development has been approved, exploration and evaluation assets attributable to that area are first tested for impairment and then reclassified to construction in progress within property, plant and equipment.
c) Impairment
Financial assets
Financial assets are assessed at each reporting date to determine whether there is objective evidence that they are impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.
An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows
Page | 7
WALKER RIVER RESOURCES CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED NOVEMBER 30, 2024
(EXPRESSED IN CANADIAN DOLLARS)
discounted at the asset’s original effective interest rate. Losses are recognized in profit or loss and reflected in an allowance account against the asset impaired. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.
Non-financial assets
Exploration and evaluation assets are regularly reviewed for impairment or whenever events or changes in circumstances indicate that the carrying amount of reserve properties may exceed its recoverable amount. When an impairment review is undertaken, the recoverable amount is assessed by reference to the higher of the value in use and fair value less costs to sell. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discounted rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the carrying amount of an asset exceeds the recoverable amount an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. When an impairment subsequently reverses, the carrying amount of the asset is increased to the revised estimate and its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.
d) Provisions/restoration and environmental obligations
The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement 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 reflect the time value of money are used to calculate the net present value.
The Company’s estimates of restoration costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to the related asset with a corresponding entry to the restoration provision. The Company’s estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates. Changes in the net present value, excluding changes in the Company’s estimates of restoration costs, are charged to the statement of comprehensive loss for the period.
The net present value of restoration costs arising from subsequent site damage that is incurred on an ongoing basis during production are charged to the statement of comprehensive loss in the period incurred. The costs of restoration projects that were included in the provision are recorded against the provision as incurred. The costs to prevent and control environmental impacts at specific properties are capitalized in accordance with the Company’s accounting policy for exploration and evaluation assets.
Page | 8
WALKER RIVER RESOURCES CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED NOVEMBER 30, 2024
(EXPRESSED IN CANADIAN DOLLARS)
As at November 30, 2024, the Company has not incurred any decommissioning costs related to the exploration and evaluation of its mineral properties.
e) Share-based compensation
The Company has an equity-settled share-based compensation plan. Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. The fair value is measured at grant date, using the Black-Scholes Option Pricing Model, and each tranche is recognized on a graded-vesting basis over the period in which options vest. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to reserves.
Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.
f) Loss per share
The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive.
g) Income taxes
Income tax expense comprises current and deferred tax. Income tax is recognized in the statement of loss and comprehensive loss, except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the financial position date, and includes any adjustments to tax payable or receivable in respect of previous years.
Deferred income taxes are recorded using the liability method whereby deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is not recognized for temporary differences which arise on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting, nor taxable profit or loss.
Page | 9
WALKER RIVER RESOURCES CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED NOVEMBER 30, 2024
(EXPRESSED IN CANADIAN DOLLARS)
A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
h) Valuation of equity units issued in private placements
The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component. The fair value of common shares issued in private placements was determined to be the more easily measurable component and are valued at their fair value, as determined by the closing quoted bid price on the announcement date. The balance, if any, is allocated to the attached warrants. Any fair value attributed to warrants is recorded to reserves.
i) Financial instruments
(i) Classification
The Company classifies its financial instruments in the following categories: at fair value through profit and loss ("FVTPL"), at fair value through other comprehensive income (loss) ("FVTOCI") or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company's business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.
The following table shows the classification of the Company's financial instruments:
| Financial assets/liabilities | Classification |
|---|---|
| Cash | FVTPL |
| Reclamation bond | Amortized cost |
| Accounts payable | Amortized cost |
| Due to related parties | Amortized cost |
(ii) Measurement
Financial assets and liabilities at amortized cost
Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.
Page | 10
WALKER RIVER RESOURCES CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED NOVEMBER 30, 2024
(EXPRESSED IN CANADIAN DOLLARS)
Financial assets and liabilities at FVTPL
Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statement of comprehensive loss in the period in which they arise.
(iii) Derecognition
Financial assets
The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.
Financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged, or cancelled, or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and/or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
Gains and losses on derecognition are generally recognized in profit or loss.
j) New standards and interpretations not yet adopted
Certain new and amended accounting standards and interpretations have been published that are not mandatory for the November 30, 2024, reporting period and have not been early adopted by the Company.
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 is assessing the impact of this amendment.
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;
Page | 11
WALKER RIVER RESOURCES CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED NOVEMBER 30, 2024
(EXPRESSED IN CANADIAN DOLLARS)
- 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 ESTIMATES AND JUDGMENTS
The preparation of these consolidated financial statements requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in future periods affected.
Critical accounting estimates
Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
i. the carrying value and the recoverability of the exploration and evaluation assets included in the consolidated statements of financial position;
ii. the provision for the income tax expense which is included in profit or loss and the measurement of deferred income tax liabilities included in the consolidated statements of financial position; and
iii. the inputs used in accounting for share-based payments in profit or loss.
Critical accounting judgments
i. the determination of categories of financial assets and financial liabilities identified as financial instruments, which involves judgments or assessments made by management;
ii. the determination of whether it is likely that future economic benefits associated with the exploration and evaluation expenditures capitalized will flow to the Company, which may be based on assumptions about future events or circumstances; and
iii. the determination of whether it is likely that future taxable profits will be available to utilize against any deferred tax assets.
Page | 12
WALKER RIVER RESOURCES CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED NOVEMBER 30, 2024
(EXPRESSED IN CANADIAN DOLLARS)
5. EQUIPMENT
| Vehicle | Equipment | Total | |
|---|---|---|---|
| Cost | |||
| Balance at November 30, 2022 and 2023, and 2024 | $ 100,472 | $ 48,147 | $ 148,619 |
| Accumulated Depreciation | Vehicle | Equipment | Total |
| Balance at November 30, 2022 | $ 67,826 | $ 35,472 | $ 103,298 |
| Depreciation | 9,793 | 3,803 | 13,596 |
| Balance at November 30, 2023 | 77,619 | 39,275 | 116,894 |
| Depreciation | 6,855 | 2,662 | 9,517 |
| Balance at November 30, 2024 | $ 84,474 | $ 41,937 | $ 126,411 |
| Net Carrying Amounts | Vehicle | Equipment | Total |
| Balance at November 30, 2023 | $ 22,853 | $ 8,872 | $ 31,725 |
| Balance at November 30, 2024 | $ 15,998 | $ 6,210 | $ 22,208 |
6. EXPLORATION AND EVALUATION ASSETS
Lapon Gold Project, Nevada
The Company owns 100% of the Lapon Gold Project, which is comprised of 147 claims, and includes the Lapon Canyon Project, the Rattlesnake Project, and the Pikes Peak Project.
On May 24, 2024, the Company entered into a royalty purchase agreement with Nevada Canyon Gold Corp. (“Nevada Canyon”) to sell a 2% Net Smelter Return (“NSR”) on the Lapon Canyon portion of the Lapon Gold Project for $409,140 (US$300,000).
On June 12, 2024, the Company sold to Nevada Canyon a 2% NSR on Pikes Peak Project for $205,500 (US$150,000). The sale of NSR on the Pikes Peak Project resulted in a $113,506 gain, as the book value of the Pikes Peak Project at the date of the transaction was $91,994. This gain was recognized in the statement of loss and comprehensive loss.
Page | 13
WALKER RIVER RESOURCES CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED NOVEMBER 30, 2024
(EXPRESSED IN CANADIAN DOLLARS)
Total costs incurred on the Lapon Gold Project are summarized as follows:
| November 30, 2024 | Lapon Canyon Project | Rattlesnake Project | Pikes Peak Project | Total |
|---|---|---|---|---|
| Acquisition costs: | ||||
| Balance, beginning | $ 3,698,784 | $ 186,246 | $ 26,797 | $3,911,827 |
| Additions | 31,195 | 4,874 | 11,698 | 47,767 |
| Sale of NSR | (409,140) | - | (38,495) | (447,635) |
| 3,320,839 | 191,120 | - | 3,511,959 | |
| Deferred exploration expenditures: | ||||
| Balance, beginning | 4,284,141 | 132,550 | 30,879 | 4,447,570 |
| Geologist fees and assays | 946,950 | - | 151,179 | 1,098,129 |
| Equipment depreciation (Note 5) | 9,517 | - | - | 9,517 |
| Sale of NSR | - | - | (53,499) | (53,499) |
| 5,240,608 | 132,550 | 128,559 | 5,501,717 | |
| Balance, end of the year | $ 8,561,447 | $ 323,670 | $ 128,559 | $9,013,676 |
| November 30, 2023 | Lapon Canyon Project | Rattlesnake Project | Pikes Peak Project | Total |
| --- | --- | --- | --- | --- |
| Acquisition costs: | ||||
| Balance, beginning | $ 3,667,271 | $ 182,230 | $ 17,159 | $3,866,660 |
| Additions | 31,513 | 4,016 | 9,638 | 45,167 |
| 3,698,784 | 186,246 | 26,797 | 3,911,827 | |
| Deferred exploration expenditures: | ||||
| Balance, beginning | 4,032,009 | 126,489 | 30,879 | 4,189,377 |
| Geologist fees and assays | 238,536 | 6,061 | - | 244,597 |
| Equipment depreciation (Note 5) | 13,596 | - | - | 13,596 |
| 4,284,141 | 132,550 | 30,879 | 4,447,570 | |
| Balance, end of the year | $ 7,982,925 | $ 318,796 | $ 57,676 | $8,359,397 |
In addition to the above costs, the US Federal Bureau of Land Management (the "BLM") required the Company to post a bond of US$23,070 (CAD$32,321) on its Lapon Canyon Project to cover future decommissioning costs (2023- US$40,423 (CAD$54,903)).
During the year, the BLM refunded a bond of US$17,353 (CAD$23,371) (2023- $Nil) initially required on the Company's Rattlesnake Project as it was determined that all required reclamation had been completed and the reclamation bond was no longer required.
Page | 14
WALKER RIVER RESOURCES CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED NOVEMBER 30, 2024
(EXPRESSED IN CANADIAN DOLLARS)
7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| November 30, 2024 | November 30, 2023 | |
|---|---|---|
| Accounts payable | $ 313,710 | $ 248,605 |
| Accrued liabilities | 274,144 | 275,455 |
| $ 587,854 | $ 524,060 |
During the year ended November 30, 2024, the Company derecognized vendor payables amounting to $171,917 (2023- $Nil) that had exceeded the statute of limitations.
8. SHARE CAPITAL
Authorized
The Company is authorized to issue an unlimited number of common shares without par value.
Issued
During the year ended November 30, 2024
(i) On December 6, 2023, the Company closed a non-brokered private placement issuing 3,124,000 units (the “December Units”) at $0.15 per December Unit for aggregate proceeds of $468,600, of which $323,100 were received during the year ended November 30, 2023 (the “December Private Placement”). Each December Unit consisted of one common share and one warrant exercisable into an additional share at $0.20 per share, expiring on December 6, 2025. The Company determined that the warrants were valued at $0.025 per warrant share issued, and therefore $78,100 of the total proceeds received were recorded as part of reserves. The Company recognized $4,583 in share issuance costs associated with the December Private Placement. As part of the Private Placement, the Company converted a total of $130,500 debt owed to the CFO and a consultant for their services into 870,000 December Units on the same terms.
(ii) On March 15, 2024, the Company closed a non-brokered private placement issuing 2,780,000 units (the “March Units”) at $0.18 per March Unit for aggregate proceeds of $500,400 (the “March Private Placement”). Each March Unit consisted of one common share and one warrant exercisable into an additional share at $0.25 per share, expiring on March 15, 2026. The Company recognized $5,368 in share issuance costs associated with the March Private Placement.
(iii) On April 23, 2024, the Company issued 100,000 common shares on exercise of a warrant for total cash proceeds of $20,000.
(iv) On May 21, 2024, the Company closed a non-brokered private placement issuing 2,362,500 units (the “May Units”) at $0.18 per May Unit for aggregate proceeds of $425,250 (the “May Private Placement”). Each May Unit consisted of one common share and one warrant exercisable into an additional share at $0.25 per share, expiring on May 21, 2026. The Company recognized $4,805 in share issuance costs associated with the May Private Placement.
Page | 15
WALKER RIVER RESOURCES CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED NOVEMBER 30, 2024
(EXPRESSED IN CANADIAN DOLLARS)
During the year ended November 30, 2023
(i) On February 9, 2023, the Company issued 100,000 shares on exercise of 100,000 warrants at $0.30 per share for total proceeds of $30,000. In relation to this transaction, the Company reclassified $4,000 from reserves to share capital.
(ii) On February 9, 2023, the Company issued 200,000 shares on exercise of 200,000 options at $0.20 per share for total proceeds of $40,000. In relation to this transaction, the Company reclassified $32,106 from reserves to share capital.
(iii) On June 16, 2023, the Company issued 3,125,000 units (the “June Units”) through a non-brokered private placement at a price of $0.16 per June Unit for total proceeds of $500,000 (the “June Private Placement”). Each June Unit consists of one common share and one warrant, whereby each warrant can be exercised into an additional share at $0.20 per share, expiring on June 16, 2025. As part of the June Private Placement, the Company’s CFO converted a total of $17,200 owed to him for the services into 107,500 June Units on the same terms.
In connection with the June Private Placement, the Company paid $9,436 in cash finders’ fees and $5,793 in regulatory and transfer agent fees. In addition, the Company issued a total of 58,975 non-transferable finders’ warrants (the “Finders’ Warrants”) to acquire one common share at a price of $0.20 per common share until June 16, 2025. The Finders’ Warrants were valued at $5,533 using the Black-Scholes Option Pricing Model with the following assumptions:
| • Expected life of the Finders’ Warrants | 2 years |
|---|---|
| • Risk-Free Interest Rate | 4.56 % |
| • Expected Dividend Yield | Nil |
| • Expected Stock Price Volatility | 122.19% |
| • Grant Date Fair Value | $0.16 |
(iv) On November 28, 2023, the Company announced a non-brokered private placement of up to 3,333,333 units at a price of $0.15 for aggregate proceeds of up to $500,000. The Private Placement closed subsequent to November 30, 2023, on December 6, 2023, when the Company issued 3,124,000 Units for total proceeds of $468,600, of which $323,100 were received as at November 30, 2023.
Stock options
The Company has a Stock Option Plan (the “Plan”) pursuant to which the Company’s board of directors may grant incentive stock options to directors, officers, employees and consultants. Under the plan, the aggregate number of common shares which may be subject to option at any one time may not exceed 10% of the issued common shares of the Company as of that date including options granted prior to the adoption of the Plan. Options granted may not exceed a term of ten years, and the term will be reduced to one year following the date of death of the optionee. All options vest when granted unless otherwise specified by the Board of Directors.
Page | 16
WALKER RIVER RESOURCES CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED NOVEMBER 30, 2024
(EXPRESSED IN CANADIAN DOLLARS)
The Company did not grant any options during the years ended November 30, 2024 and 2023.
A summary of the Company’s stock options is as follows:
| Number of Options | Weighted Average Exercise Price | |
|---|---|---|
| Balance, November 30, 2022 | 3,600,000 | $ 0.26 |
| Exercised | (200,000) | $ 0.20 |
| Balance, November 30, 2023 | 3,400,000 | $ 0.26 |
| Expired | (500,000) | $ 0.64 |
| Balance, November 30, 2024 | 2,900,000 | $ 0.20 |
As at November 30, 2024, the Company had 2,900,000 stock options remaining outstanding and exercisable at $0.20 per share and expiring on November 28, 2027.
Warrants
A summary of the Company’s share purchase warrants is as follows:
| Number of Warrants | Weighted Average Exercise Price | |
|---|---|---|
| Balance, November 30, 2022 | 8,738,395 | $ 0.64 |
| Exercised | (100,000) | $ 0.30 |
| Expired | (6,238,395) | $ 0.78 |
| Issued | 3,183,975 | $ 0.20 |
| Balance, November 30, 2023 | 5,583,975 | $ 0.24 |
| Exercised | (100,000) | $ 0.20 |
| Expired | (2,400,000) | $ 0.30 |
| Issued | 8,266,500 | $ 0.23 |
| Balance, November 30, 2024 | 11,350,475 | $ 0.22 |
As at November 30, 2024, the following share purchase warrants were outstanding:
| Number of Warrants | Exercise Price | Years remaining | Expiry Date |
|---|---|---|---|
| 3,083,975(1) | $0.20 | 0.54 | June 16, 2025 |
| 3,124,000 | $0.20 | 1.02 | December 6, 2025 |
| 2,780,000 | $0.25 | 1.29 | March 15, 2026 |
| 2,362,500 | $0.25 | 1.47 | May 21, 2026 |
| 11,350,475 | $0.22 | 1.05 |
(1) Of the 3,083,975 warrants, 58,975 Warrants were issued as Finder’s Warrants.
Page | 17
WALKER RIVER RESOURCES CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED NOVEMBER 30, 2024
(EXPRESSED IN CANADIAN DOLLARS)
Nature and Purpose of Reserves
Stock option reserve
The stock option reserve records items recognized as share-based compensation expense until such time that the stock options are exercised, at which time the corresponding amount is transferred to share capital.
Warrant reserves
The warrant reserve records items recognized as the value of warrants issued with respect to financings and not classified as liabilities until such time as the warrants are exercised, at which time the corresponding amount is transferred to share capital.
9. MANAGEMENT OF CAPITAL
The Company's objectives when managing capital are to safeguard its ability to continue as a going concern in order to pursue its operations and to maintain a flexible capital structure, which optimizes the costs of capital at an acceptable risk. The Company considers its capital for this purpose to be its shareholders' equity.
The Company's primary source of capital is through the issuance of equity. The Company manages and adjusts its capital structure when changes in economic conditions occur. To maintain or adjust the capital structure, the Company may seek additional funding. The Company may require additional capital resources to meet its administrative overhead expenses in the long term. The Company believes it will be able to raise capital as required in the long term but recognizes there will be risks involved that may be beyond its control. There are no external restrictions on the management of capital. There has been no change to the Company's approach to managing capital during the year.
10. FINANCIAL INSTRUMENTS AND FINANCIAL RISK
IFRS 13, Fair-Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
- Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
- Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
- Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Fair value of financial instruments
The Company's financial instruments include cash, reclamation bond, accounts payable, and amounts due to related parties. The carrying value of these instruments approximates their fair values due to the relatively short periods of maturity of these instruments.
Page | 18
WALKER RIVER RESOURCES CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED NOVEMBER 30, 2024
(EXPRESSED IN CANADIAN DOLLARS)
Financial risk management objectives and policies
The Company’s financial instruments include cash, reclamation bond, accounts payable, and due to a related parties. The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.
(i) Currency risk
The Company's expenses are primarily denominated in Canadian dollars; however, certain exploration and evaluation expenditures are incurred in US dollars. The Company's corporate office remains based in Canada, which reduces the direct exposure to exchange rate volatility. As of November 30, 2024, the Company owed $252,093 (US$179,938) to its US-based vendors comprising approximately 40% of its monetary liabilities; at the same time, the Company had a total of $21,494 (US$15,342) in US dollars on deposit with major banks in both the US and Canada. Given significant fluctuations in exchange rates and broader economic uncertainty, the Company faces a high degree of foreign exchange risk. As a result, the Company continues to closely monitor its foreign currency exposure and assess potential impacts on its financial position.
Sensitivity Analysis on Foreign Exchange Risk
The impact of exchange rate fluctuations on the Company's liabilities and deposits is summarized below:
| Change (%) | Exchange Rate | Liabilities (CAD) | Cash on Deposit (CAD) | Net Exposure (CAD) |
|---|---|---|---|---|
| -10% | 1.261 | $226,884 | $19,345 | $207,539 |
| +10% | 1.541 | $277,303 | $23,644 | $253,659 |
(ii) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. At November 30, 2024, the Company’s exposure to interest rate risk is considered minimal.
(iii) Credit risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. As at November 30, 2024, the Company did not have any loans or advances receivable that were outstanding. The Company is also exposed to credit risk on its cash. To minimize the credit risk on cash the Company places the instrument with a major financial institutions.
(iv) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. In the management of liquidity risk, the Company maintains a balance between continuity of funding
Page | 19
WALKER RIVER RESOURCES CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED NOVEMBER 30, 2024
(EXPRESSED IN CANADIAN DOLLARS)
and the flexibility through the use of borrowings. Management closely monitors the liquidity position and expects to have adequate sources of funding to finance the Company’s projects and operations.
The Company’s financial liabilities at November 30, 2024, mature as follows:
| <1 year | 1-5 Years | Total | |
|---|---|---|---|
| Accounts payable | $ 313,710 | $ – | $ 313,710 |
| Due to related parties | $ 52,847 | $ – | $ 52,847 |
(v) Commodity Price Risk
The Company’s ability to raise capital to fund exploration activities is subject to risks associated with fluctuations in the market price of mineral resources. The Company closely monitors commodity prices to determine the appropriate course of action to be taken.
- RELATED PARTY TRANSACTIONS AND BALANCES
a) Related party transactions
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. During the years ended November 30, 2024 and 2023, the following amounts were incurred or paid to officers, directors and/or their related companies:
| November 30, 2024 | November 30, 2023 | |
|---|---|---|
| Consulting fees (i) | $ 80,000 | $ 60,000 |
| Deferred exploration expense (ii) | 185,000 | 111,000 |
| Management fees (iii) | 208,500 | 175,000 |
| Advertising and promotion (iv) | 8,500 | 7,500 |
| $ 482,000 | $ 353,500 |
i) The Company paid or accrued $68,000 (November 30, 2023: $60,000) in consulting fees to a director of the Company, and $12,000 (November 30, 2023: $Nil) to a company controlled by a director and an officer of the Company.
ii) The Company incurred $185,000 (November 30, 2023: $111,000) for exploration expenses on the Lapon Gold Project to companies controlled by a director and an officer.
iii) The Company paid or accrued $208,500 (November 30, 2023: $175,000) in key management compensation to two of its directors and officers. Key management includes directors and key officers of the Company, including the President, CEO and CFO.
iv) The Company paid or accrued $8,500 (November 30, 2023: $7,500) in advertising and promotion to a company controlled by a director and an officer of the Company.
Page | 20
WALKER RIVER RESOURCES CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED NOVEMBER 30, 2024
(EXPRESSED IN CANADIAN DOLLARS)
b) Related party balances
The following amounts were due to related parties as at November 30, 2024 and 2023:
i) Amounts due to related parties include a balance due to a director and officer of the Company for management fees and reimbursable expenses of $17,693 (November 30, 2023: $7,568). This amount is unsecured, non-interest bearing, with no fixed terms of repayment.
ii) Amounts due to related parties include a balance due to a director and officer of the Company for management fees of $19,154 (November 30, 2023: $27,800). This amount is unsecured, non-interest bearing, with no fixed terms of repayment.
iii) Amounts due to related parties include a balance due to a company controlled by a director and an officer of the Company for deferred exploration costs of $16,000 (November 30, 2023: $Nil). This amount is unsecured, non-interest bearing, with no fixed terms of repayment.
c) As part of the December Private Placement, one of the directors of the Company converted a total of $25,500 accrued to him on account of management fees into 170,000 Units (November 30, 2023: $17,200) (Note 8).
- CONTINGENCY
During the year ended November 30, 2021, the Company received a legal claim against the Company arising in the normal course of operations. Management was of the opinion that the outcome of any potential litigation would not have a material adverse impact on the Company's financial position or results of operations. On April 5, 2024, the Company entered into an agreement to settle the legal claim. The settlement agreement required the Company to make three monthly cash payments of $40,000 for a total of $120,000, which the Company paid during the year ended November 30, 2024. These payments were recorded as part of advertising and promotion expenses.
- INCOME TAXES
A reconciliation of the statutory tax rate to the average effective rate for the years end November 30, 2024 and 2023 is as follows:
| 2024 | 2023 | ||
|---|---|---|---|
| Net loss for the year | $ | (702,891) | $ (826,189) |
| Statutory tax rate | 27% | 27% | |
| Income tax recovery at combined statutory rate | (189,781) | (223,071) | |
| Effect of true-up of prior year tax return | 89,174 | 7,635 | |
| Non-deductible expenditures | 2,404 | 2,722 | |
| Share issuance costs | (797) | (14,286) | |
| Change in tax benefits not recognized | 99,000 | 227,000 | |
| $ | - | $ - |
WALKER RIVER RESOURCES CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED NOVEMBER 30, 2024
(EXPRESSED IN CANADIAN DOLLARS)
Temporary differences that give rise to the following deferred tax assets are:
| November 30, 2024 | November 30, 2023 | |
|---|---|---|
| Non-capital loss carry forwards | $ 2,644,000 | $ 2,452,000 |
| Equipment | 23,000 | 20,000 |
| Exploration and evaluation assets | (202,000) | (120,000) |
| Share issuance costs | 2,000 | 16,000 |
| Total gross deferred income tax assets | 2,467,000 | 2,368,000 |
| Less: unrecognized deferred income tax assets | (2,467,000) | (2,368,000) |
| $ - | $ - |
As at November 30, 2024, the Company has approximately $9,791,400 of non-capital losses in Canada that may be used to offset future taxable income, expiring between 2033 - 2044.
14. SUBSEQUENT EVENTS
(i) On December 19, 2024, the Company’s wholly owned subsidiary, Walker River Resources, LLC, borrowed from Nevada Canyon, LLC, a wholly owned subsidiary of Nevada Canyon., US$200,000 in exchange for a promissory note for a maximum of US$500,000. The principal amount borrowed under the note payable accumulates interest at a rate of 12% per annum. In the event of default, the Company agreed to grant to Nevada Canyon production royalty from the Lapon Canyon Project, based on the percentage of the NSR Royalty as defined in the Royalty Purchase Agreement dated May 24, 2024 (Note 6).
(ii) On January 31, 2025, Walker River Resources, LLC, entered into an Exploration Stream Earn-in Agreement (the “Agreement”) with Nevada Canyon, LLC to explore and develop the Lapon Canyon Project portion of the Lapon Gold Project. The Agreement grants Nevada Canyon the exclusive right to earn and purchase up to a 50% interest in the Lapon Canyon Project by funding cumulative exploration expenses of US$5,000,000 over three years.
The Agreement provides that, subject to certain conditions, the Company will grant Nevada Canyon an exclusive right to earn and purchase either (i) an undivided 50% interest (the “Earned Interest”) in Lapon Canyon Project, or (ii) alternatively, a production royalty in the Lapon Canyon Project. Nevada Canyon has the right to accelerate the completion of the Minimum Work Requirements and exercise its Earn-In Right at its discretion.
Upon Nevada Canyon acquiring the 50% Earned Interest, the Parties will form a Nevada limited liability company (the “Joint Venture LLC”) and contribute the Lapon Canyon Project to the Joint Venture LLC for the joint development and operation. Each party will fund its pro-rata share of future expenditures on the Lapon Canyon Project or face dilution of its interest in the Joint Venture LLC. If a party’s interest in the Joint Venture LLC is diluted below 10% its interest will be converted to a 2% Net Smelter Returns royalty on the Lapon Canyon Project, subject to a buy-down option to 1% exercisable at any time for the payment of US$2,500,000.
Page | 22
WALKER RIVER RESOURCES CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED NOVEMBER 30, 2024
(EXPRESSED IN CANADIAN DOLLARS)
On the closing of the Agreement, the US$200,000 principal the Company borrowed under the Promissory Note dated December 19, 2024, including accrued interest, was deemed satisfied in full and credited toward Nevada Canyon’s Exploration Expenses obligations for the first Annual Period.
(iii) On March 14, 2025, the Company closed a non-brokered private placement issuing a total of 1,090,000 units for gross proceeds of $174,400. Each unit consisted of one common share of the Company and one share purchase warrant at $0.25 per share expiring on March 14, 2027.
Page | 23