AVRUPA MINERALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
5.EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES (Continued)
Portugal
Licenses have varying required work commitments and carry a 3% Net Smelter Return (“NSR”) payable to the government of Portugal.
Alvalade:
On November 19, 2019, the Company and MAEPA (collectively the “Company”) and Minas de Aguas Teñidas, S.A. (“Sandfire MATSA” or “MATSA”) and its wholly-owned subsidiary Sandfire Mineira Portugal,Unipessoal Lda. (“SMP”), formerly “EUL”, collectively “Sandfire MATSA” entered into an Earn-In Joint Venture Agreement (the “Agreement”) with respect to the Alvalade Project. Pursuant to the Agreement, PorMining, Unipessoal Lda. (“PorMining”) was incorporated on December 17, 2019 to hold assets and develop mineral rights (both as defined) and SMP can earn up to an 85% interest in PorMining. The earning of this interest, subsequent arrangements that may be entered into to explore the assets and, if warranted, the development of one or more projects are referred to as the “Transaction”.
On March 27, 2020, MAEPA and SMP entered into a Quota Transfer Agreement pursuant to which MAEPA split its 100% interest in the share capital of PorMining into two quotas, representing 51% and 49% of the company’s share capital, and sold the 51% quota to SMP for the nominal value of €510.
On March 27, 2020, the Company, MAEPA, Sandfire MATSA and SMP entered into the PorMining Lda. Shareholders’ Agreement (the “Agreement”). Pursuant to the Agreement:
·PorMining has five directors. From the effective date until the second option exercise date, three will be nominated by SMP and two by MAEPA. Thereafter, four will be nominated by SMP and one will be nominated by MAEPA. Upon the occurrence of the 51/49 Phase and thereafter, SMP is entitled to nominate three directors and MAEPA two directors. In the event of dilution of the interest of SMP or MAEPA, each will be entitled to proportional representation (as described) equal to its then interest;
·In the event that SMP and/or MAEPA wish to sell or transfer their shares in PorMining, PorMining has a right of first refusal to purchase all or a portion of the shares. To the extent that PorMining does not exercise its right of first refusal to all the shares, each of SMP and/or MAEPA has a right of first refusal; and
·The Agreement will terminate at such time as there is a final decision regarding the dissolution and liquidation of PorMining, the parties mutually agree on the termination of the Agreement or as provided for under the Earn-In Joint Venture Agreement.
The effective date of the Transaction is the date that PorMining receives (received on June 15, 2020) the mineral rights in its name from the General Directorate of Energy and Geology of Portugal (“DGEG”). The Transaction is comprised of the following phases:
·Phase I – First Option;
·Phase II – Second Option;
·51/49 Phase; and
·Phase III – Development and Operation.
AVRUPA MINERALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
5.EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES (Continued)
Alvalade: (Continued)
Phase I – First Option
During Phase I, MAEPA granted SMP the sole and exclusive right to hold an undivided 51% interest in PorMining (the first option) for at least three years from the effective date or the issue (issued on June 15, 2020) of the Experimental Exploitation License (the “EEL”) by DGEG to PorMining. SMP’s right to maintain its 51% interest is conditional upon Sandfire MATSA:
·Paying €400,000 to the Company on or before the effective date (€200,000 was received in December 2019 and the remaining €200,000 was received in June 2020);
·Funding or providing the necessary financial instrument to cover the guarantee, which will be returned to Sandfire MATSA following the release of the guarantee by DGEG (funded €100,000 in June 2020); and
·Funding expenditures (the first option expenditures) on the mineral rights in an aggregate amount of €2,400,000 (€1,200,000 within the first 12 months following the effective date [met] and €1,200,000 in the next 24 months [met]) on or before three years from the effective date or the issue of the EEL.
Effectively in March 2022, Sandfire MATSA completed the Phase I First Option by funding a total of €2,500,000 on the Alvalade project, including the €100,000 guarantee with DGEG, and SMP unconditionally earned the 51% interest in PorMining.
During Phase I, MAEPA acted as the operator of the mineral rights with PorMining paying MAEPA an operator’s fee equal to €100,000 per year, paid monthly starting June 16, 2020, funded by Sandfire MATSA and which formed part of the first option expenditures.
In all other phases, PorMining will be the operator unless it appoints another person to act as operator. The operator is responsible for developing and submitting work programs to the technical committee or the board of directors for consideration and approval and to implement work programs when approved according to the approved budget. The technical committee is comprised of two representatives from each of SMP and MAEPA and will be in effect until the first option exercise date. Thereafter, the board of directors will make all decisions with respect to the mineral rights.
Upon the completion of Phase I, Sandfire MATSA and PorMining continued with having MAEPA acting as the operator and PorMining continued paying the operator’s fee until December 31, 2024. In January 2025, SMP notified the Company that it intended to transfer its interests in the project back to the Company. During the three months ended March 31, 2025, MAEPA received the final operator’s fee of €8,333 ($12,592) (2024 - €25,000 ($36,603)) where the fund was included in reimbursements from optionee.
AVRUPA MINERALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
5.EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES (Continued)
Alvalade: (Continued)
Phase II – Second Option
Phase II commenced on the first option exercise date and continues until the first to occur of the second option exercise date and the termination of the second option. On the first option exercise date, the Company granted SMP the sole and exclusive right and option to acquire an additional 34% (for an aggregate 85% interest) in PorMining (the second option). SMP’s right to exercise the second option is conditional on Sandfire MATSA satisfying the second option conditions as follows:
·Preparing, funding and delivering to PorMining a feasibility study on the mineral rights within five years of the issuance of the EEL or, provided that DGEG grants an extension to all or part of the EEL, the time period for when the second option conditions must be met shall be extended to a maximum of two additional years, for a total of seven years after the issuance of the original EEL;
·Making proper application for a mining license before the end of the term of the EEL; and
·Making all progress payments to Antofagasta as set out in the Debt Cancellation Agreement dated June 12, 2017 as follows:
oUS$250,000 within 60 days after the date of a news release announcing a NI 43-101 compliant technical report having been completed and with results as defined;
oUS$500,000 within 60 days after the date of a news release announcing completion of a feasibility study with results as defined;
oUS$500,000 on the one-year anniversary of the date of the news release announcing the feasibility study noted above;
oUS$750,000 within 60 days of the commencement of commercial production;
oUS$750,000 on the one-year anniversary of commencement of commercial production;
oUS$750,000 on the second anniversary of commencement of commercial production; and
oUS$750,000 on the third anniversary of commencement of commercial production.
The satisfaction of the second option conditions is solely at Sandfire MATSA’s discretion and Sandfire MATSA may elect to terminate the second option at any time by delivering notice (the second option termination notice) to the Company. If the second option is terminated, SMP will be entitled to retain its 51% interest in PorMining, plus an additional 1% interest for every €735,294 of expenditures funded during Phase II and the 51/49 Phase will commence.
Upon Sandfire MATSA satisfying the second option conditions, SMP automatically earns an additional 34% interest in PorMining for an aggregate interest of 85%.
During Phase II, SMP will fund 100% of all maintenance payments and approved work programs.
As of December 31, 2024, Sandfire MATSA funded €5,221,000 on the Alvalade project Phase II – Second Option.
On February 27, 2025, SMP and the Company signed the termination agreement and for a nominal fee of €510, the Alvalade project and the portion of the share capital of the joint venture entity PorMining held by SMP was transferred to MAEPA. SMP and the Company are currently working to finalize current work on the project.
AVRUPA MINERALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
5.EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES (Continued)
|
| March 31, 2025
|
| December 31, 2024
|
|
|
|
|
|
Due from optionee
|
|
|
|
| Alvalade – PorMining
| $ -
|
| $ 34,267
|
|
| $ -
|
| $ 34,267
|
Kosovo
Slivova (formerly Slivovo) license:
Byrnecut International Limited (“Byrnecut”) earned an 85% interest in the Slivovo property after forwarding $2,834,986 (€2,000,000) for the Slivovo property to the Company and completing a Preliminary Feasibility Study (“PFS”) by April 10, 2017. Byrnecut and the Company set up a joint venture entity known as Peshter Mining J.S.C. (“Peshter Mining”) to reflect the 85:15 ownership and transferred the Slivovo license into Peshter Mining with Byrnecut being the operator. Avrupa’s interest in Peshter Mining was subsequently diluted to below 10%, resulting in the Company’s interest in Peshter Mining being converted into a 2% Net Smelter Return.
On December 31, 2019, the Company wrote down its interest in Slivovo by $143,154 to $1 as the Company was in negotiations with the Kosovo Mining Bureau, along with Byrnecut and Peshter Mining as to how to possibly extend the life of this license. During fiscal 2020, Byrnecut decided not to proceed with advancing Slivovo. Rather than dropping the license and potentially allowing a third party to stake the open land, Innomatik Exploration Kosovo LLC (“IEK”), Byrnecut and Peshter Mining entered into a binding term sheet (the “TS”) whereby the parties set out the terms on which Peshter Mining would surrender the existing tenements, thereby enabling IEK to apply, as sole beneficial owner, for one or more tenements over the entirety of the tenement area. The license was officially released back to the government. As of December 31, 2020, the Company wrote off $1. On November 2, 2023, Peshter Mining was deregistered and dissolved.
In March 2021, the Company incorporated a wholly-owned subsidiary, AVU Kosova LLC, to apply for a new Slivovo exploration permit. In May 2022, the Company received a seven-year exploration permit known as the Slivova license.
As consideration for Byrnecut ensuring that Peshter Mining complies with its obligations under the TS, IEK must pay to Byrnecut milestone cash payments totaling €375,000 and milestone gold payments totaling 850 troy ounces of gold (together known as “Success Payments”) as follows:
Cash
·€125,000 within 30 days of the first to occur of the completion of a positive bankable feasibility study or the board of directors of IEK making a decision to proceed with the development of a commercial mining operation in respect of all or any part of the tenement area;
·€125,000 within 30 days of issue of a mining license in respect of all or any party of the tenement area; and
·€125,000 within 30 days of commencement of construction of a mine within the tenement area.
AVRUPA MINERALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
5.EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES (Continued)
Slivova (formerly Slivovo) license: (Continued)
Gold
·100 troy ounces within 30 days of commencement of commercial production (“CCP”);
·175 troy ounces within 30 days of the one-year anniversary of CCP;
·250 troy ounces within 30 days of the two-year anniversary of CCP; and
·325 troy ounces within 30 days of the three-year anniversary of CCP.
On August 24, 2022, and subsequently confirmed via a Definitive Agreement (the “Agreement”) on May 2, 2023, the Company and Western Tethyan Resources (“WTR”) entered into an agreement in respect of the Slivova project. WTR is a private exploration company and is 75% owned by London AIM-listed Ariana Resources PLC. Pursuant to the Agreement, WTR can earn up to an 85% interest in the Slivova project.
The terms of the Agreement are as follows:
Date/Period
| Expenditures
| Option Payment
| Earn-in %
|
On September 1, 2022
(Effective Date)
| None
| €35,000 (received)
|
|
On or before March 1, 2023
| €100,000 (spent)
| None
|
|
On March 1, 2023
| None
| €35,000 (received)
|
|
On or before September 1, 2023
| €150,000 (spent)
| €30,000 (received)
|
|
On or before September 1, 2024 *
| €650,000 (spent)
| None
| 51% (Stage 1)
|
On or before September 1, 2025
| €1,000,000
| None
| 75% (Stage 2)
|
*In June 2024, the Agreement was amended and the completion date for the expenditure of €650,000 was extended from September 1, 2024 to December 31, 2024.
During Stage 1, the expenditures will be in respect of payments for exploration, drilling, baseline environmental and social surveys, and other payments to landowners. As of December 31, 2024, WTR completed the Stage 1 by funding a total of €819,014 on the Slivova project and unconditionally earned the 51% interest in AVU Kosova LLC. On January 31, 2025, 51% interest was transferred to WTR, leaving the Company recognizing $6,968 as its 49% interest in AVU Kosova LLC as “Investment in AVU Kosova LLC”.
During Stage 2, the expenditures will be in respect of payments for a NI 43-101 resource estimation, commencement of full Environmental Impact Statement (“EIS”), and other exploration expenses.
During fourth and fifth year from the Effective Date (Stage 3), WTR must complete the EIS, Feasibility Study (“FS”), and Mining License application to earn-in 85% interest in the project.
During Stage 4, WTR will complete the Success Payments to the previous JV partner, Byrnecut (see “TS” above).
During Stage 5, the Company will participate in the mine build or dilute to 1% Net Smelter Return (“NSR”).
AVRUPA MINERALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
6. PROPERTY DEPOSITS / TAX DEPOSITS
Tax deposits:
In November 2018, MAEPA paid €56,505 ($88,201) in lieu of bank guarantees of €77,918 ($121,625) to the Directora de Finanças de Braga in Portugal. This amount was comprised of €51,920 ($81,044) in respect of stamp tax and €4,585 ($7,157) in respect of VAT. The stamp tax portion relates to the interpretation that intercompany advances received by MAEPA are financing loans and, accordingly, are subject to stamp tax. The VAT portion relates to certain invoices for vehicle usage and construction services. As of December 31, 2019, the Company estimated that the judicial review process would take approximately one year for the VAT claim and three to five years for the stamp tax claim and that the likelihood of success for each was 50%. As a result, tax deposits were written down by $41,200 (€28,252) during the year ended December 31, 2019. During 2020, the judicial review ruled that approximately €1,971 VAT remained to be paid while the rest were annulled. The Company accepted this ruling. The Company is still waiting for a trial date regarding the stamp tax and it is estimated that the process can take another one to two years.
7. ADVANCE AND INVESTMENT IN AKKERMAN FINLAND OY
On February 25, 2022, the Company signed a Share Purchase Agreement with Akkerman Exploration B.V. (“AEbv”) to acquire up to a 100% ownership interest in Akkerman Finland OY (“AFOy”), an entity holding certain mineral rights (the “Property”) in Finland.
The acquisition terms are as follow:
·The Company can earn an initial 49% interest in AFOy in Stage One by issuing 1,470,000 common shares (issued at a value of $95,550), paying €150,000 ($211,800) into AFOy for the purpose of paying existing shareholder loans (paid), and depositing €200,000 ($282,400) into a dedicated account (paid), to be spent on exploration expenditures during the period between the completion of Stage One and the completion of Stage Two. The €200,000 ($282,400) was recorded as an advance to AFOy as of December 31, 2023. As of March 31, 2025 and December 31, 2024, the Company advanced a total of $491,938 to AFOy.
·As a Stage Two earn-in, the Company had the option, for a period of 12 months from the date of completion of Stage One, to acquire the remaining 51% interest in AFOy, bringing their total interest to 100%. The option to acquire the additional 51% interest expired on March 3, 2023.
The Company and AEbv formed a technical committee comprising of one representative from each party, with AEbv’s representative having the casting vote.
As at March 31, 2025, the Company holds a 49% interest in AFOy (December 31, 2024 – 49%). The investment in associate was assessed for impairment indicators relating to the underlying assets of AFOy in accordance with IAS 36 and IFRS 6.
The three months ended March 31, 2025 and the year ended December 31, 2024 calculation for the Investment in AFOy is as follows:
Investment in AFOy as at January 1, 2024
|
| $
| 230,963
|
Loss on investment in AFOy
|
|
| (40,257)
|
Investment in AFOy as at December 31, 2024
|
| $
| 190,706
|
Loss on investment in AFOy
|
|
| (11,033)
|
Investment in AFOy as at March 31, 2025
|
| $
| 179,673
|
AVRUPA MINERALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
7. ADVANCE AND INVESTMENT IN AKKERMAN FINLAND OY (Continued)
The three months ended March 31, 2025 and 2024 calculation for the Investment in AFOy is as follows:
|
| 2025
|
| 2024
|
AFOy’s net loss
| $
| 22,517
| $
| 10,393
|
The Company’s ownership %
|
| 49%
|
| 49%
|
Share of loss of an associate
| $
| 11,033
| $
| 5,092
|
The following table illustrates the summarized financial information of AFOy:
|
| March 31, 2025
| December 31, 2024
|
Current assets
| $
| 81,709
| $
| 100,737
|
Non-current assets
|
| 571,686
|
| 549,172
|
Current liabilities
|
| 22,219
|
| 21,344
|
Non-current liabilities
|
| 885,780
|
| 850,896
|
Loss for the period
|
| 22,517
|
| 82,157
|
8. CAPITAL AND RESERVES
(a)Authorized:
At March 31, 2025, the authorized share capital was comprised of an unlimited number of common shares. The common shares do not have a par value. All issued shares are fully paid.
(b)Share issuances:
i.On September 5, 2024, the Company completed a non-brokered private placement by issuing 10,000,000 units (“Unit”) at a price of $0.035 per Unit for gross proceeds of $350,000. Each Unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.10 until September 5, 2027. The warrants were ascribed a value of $133,461. The Company incurred share issue costs in the amount of $38,887 in connection with the financing.
(c)Share Purchase Option Compensation Plan:
The Company has established a stock option plan whereby the Company may grant options to directors, officers, employees and consultants of up to 10% of the common shares outstanding at the time of grant. The exercise price, term and vesting period of each option are determined by the board of directors within regulatory guidelines.
Stock option transactions and the number of stock options for the three months ended March 31, 2025 are summarized as follows:
| Exercise
| December 31,
|
|
|
| Expired/
| March 31,
|
Expiry date
| price
| 2024
| Granted
|
| Exercised
| cancelled
| 2025
|
March 14, 2027
| $0.08
| 1,575,000
| -
|
| -
| -
| 1,575,000
|
Options outstanding
|
| 1,575,000
| -
|
| -
| -
| 1.575.000
|
Options exercisable
|
| 1,575,000
| -
|
| -
| -
| 1,575,000
|
Weighted average exercise price
|
| $0.08
| $Nil
|
| $Nil
| $Nil
| $0.08
|
As of March 31, 2025, the weighted average contractual remaining life is 1.95 years (December 31, 2024 – 2.20 years).
AVRUPA MINERALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
8. CAPITAL AND RESERVES (Continued)
(c)Share Purchase Option Compensation Plan:
Stock option transactions and the number of stock options for the year ended December 31, 2024 are summarized as follows:
| Exercise
| December 31,
|
|
|
| Expired/
| December 31,
|
Expiry date
| price
| 2023
| Granted
|
| Exercised
| cancelled
| 2024
|
January 7, 2024
| $0.20
| 45,750
| -
|
| -
| (45,750)
| -
|
March 14, 2027
| $0.08
| 1,575,000
| -
|
| -
| -
| 1,575,000
|
Options outstanding
|
| 1,620,750
| -
|
| -
| (45,750)
| 1.575.000
|
Options exercisable
|
| 1,620,750
| -
|
| -
| (45,750)
| 1,575,000
|
Weighted average exercise price
|
| $0.08
| $Nil
|
| $Nil
| $0.20
| $0.08
|
The weighted average assumptions used to estimate the fair value of options for the three months ended March 31, 2025, and 2024 were:
|
| 2025
| 2024
|
Risk-free interest rate
|
| n/a
| n/a
|
Expected life
|
| n/a
| n/a
|
Expected volatility
|
| n/a
| n/a
|
Expected dividend yield
|
| n/a
| n/a
|
Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable measure of the fair value of the Company’s share purchase options.
(d)Warrants:
The continuity of warrants for the three months ended March 31, 2025 is as follows:
| Exercise
| December 31,
|
|
|
|
| March 31,
|
Expiry date
| price
| 2024
| Issued
|
| Exercised
| Expired
| 2025
|
February 28, 2025
| $0.125
| 16,666,667
| -
|
| -
| (16,666,667)
| -
|
September 5, 2027
| $0.100
| 10,000,000
| -
|
| -
| -
| 10,000,000
|
Outstanding
|
| 26,666,667
| -
|
| -
| (16,666,667)
| 10,000,000
|
Weighted average exercise price
|
| $0.116
| $Nil
|
| $Nil
| $0.125
| $0.10
|
As of March 31, 2025, the weighted average contractual life is 2.43 years (December 31, 2024 – 1.11 years).
The continuity of warrants for the year ended December 31, 2024 is as follows:
| Exercise
| December 31,
|
|
|
|
| December 31,
|
Expiry date
| price
| 2023
| Issued
|
| Exercised
| Expired
| 2024
|
February 28, 2025
| $0.125
| 16,666,667
| -
|
| -
| -
| 16,666,667
|
September 5, 2027
| $0.100
| -
| 10,000,000
|
| -
| -
| 10,000,000
|
Outstanding
|
| 16,666,667
| 10,000,000
|
| -
| -
| 26,666,667
|
Weighted average exercise price
|
| $0.125
| $0.10
|
| $Nil
| $Nil
| $0.116
|
AVRUPA MINERALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
8. CAPITAL AND RESERVES (Continued)
(d)Warrants: (Continued)
The weighted average assumptions used to estimate the fair value of warrants for the three months ended March 31, 2025 and 2024 were:
|
| 2025
| 2024
|
Risk-free interest rate
|
| n/a
| n/a
|
Expected life
|
| n/a
| n/a
|
Expected volatility
|
| n/a
| n/a
|
Expected dividend yield
|
| n/a
| n/a
|
9. RELATED PARTY TRANSACTIONS AND BALANCES
The aggregate value of transactions and outstanding balances relating to key management personnel and entities over which they have control or significant influence were as follows:
| For the three months ended March 31, 2025
|
| Short-term employee benefits
| Post-employment benefits
| Other long-term benefits
| Termination benefits
| Other expenses
| Share-based payments
| Total
|
Paul W. Kuhn (b)
Chief Executive Officer, Director
| $ 37,500
| $ Nil
| $ Nil
| $ Nil
| $ Nil
| $ Nil
| $ 37,500
|
| For the three months ended March 31, 2024
|
| Short-term employee benefits
| Post-employment benefits
| Other long-term benefits
| Termination benefits
| Other expenses
| Share-based payments
| Total
|
Paul W. Kuhn (b)
Chief Executive Officer, Director
| $ 37,500
| $ Nil
| $ Nil
| $ Nil
| $ Nil
| $ Nil
| $ 37,500
|
Related party liabilities
|
| Three months ended
| Amounts due to:
|
| Services / Advances
| March 31,
2025
| March 31,
2024
| As at
March 31,
2025
| As at
December 31,
2024
|
Amounts due to:
|
|
|
|
|
|
Pacific Opportunity
Capital Ltd. (a)
| Rent, management, accounting, marketing and financing services
| $
| 26,850
| $
| 24,350
| $
| 69,064
| $
| 74,864
|
Paul W. Kuhn (b)
| Consulting and share-based payment
| $
| 37,500
| $
| 37,500
| $
| Nil
| $
| Nil
|
Mark T. Brown (d)
| Expense reimbursement
| $
| 2,340
| $
| Nil
| $
| Nil
| $
| 380
|
TOTAL:
|
| $
| 66,690
| $
| 61,850
| $
| 69,064
| $
| 75,244
|
|
|
|
|
|
| Amounts due from:
|
Paul W. Kuhn (b)
| Consulting services
| $
| Nil
| $
| Nil
| $
| 163,665 (c)
| $
| 154,292 (c)
|
AVRUPA MINERALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
9. RELATED PARTY TRANSACTIONS AND BALANCES (continued)
(a)Pacific Opportunity Capital Ltd., a company controlled by a director of the Company.
(b)On June 1, 2019, the Company entered into a Contract for Services (the “Contract”) with a contractor to serve as the Company’s president and chief executive officer. The contractor is responsible for providing technical oversight and guidance, establishing corporate goals and objectives and setting and implementing corporate strategies. Pursuant to the Contract:
·The contractor will receive a fee of $12,500 per month and a rent allowance of €4,000 for the first four months;
·If the Company is substantially sold or has a change of control (as defined), the contractor will receive a payment equal to two years of fees; and
The contract remains effective until terminated in writing by either the Company or the contractor. The Company may terminate the contract at any time without notice or payment in lieu thereof for cause or at any time without cause by providing six months’ written notice or by paying the contractor in lieu of notice. The contractor may terminate the contract at any time by providing the Company with three months’ written notice.
(c)This amount relates to PorMining paying Paul Kuhn for his technical services consulting in excess of the Contract (defined above in Note 9(b)). Such amount will be used to offset and reduce the Company's monthly fee payable to Paul Kuhn per the Contract.
(d)Mark T Brown is a director of the Company.
10. LOSS PER SHARE
Basic and diluted loss per share
The calculation of basic and diluted loss per share for the three months ended March 31, 2025 was based on the loss attributable to common shareholders of $79,728 (2024 – $10,376) and a weighted average number of common shares outstanding of 64,674,754 (2024 – 54,674,754).
Diluted loss per share did not include the effect of 1,575,000 share purchase options and 10,000,000 warrants outstanding at three months end March 31, 2025 (2024 – 1,575,000 share purchase options and 16,666,667 warrants) as they are anti-dilutive.
11. FINANCIAL INSTRUMENTS
The fair values of the Company’s cash, other receivables, advance to related party, due from optionee, accounts payables and accrued liabilities and due to related parties approximate their carrying values because of the short-term nature of these instruments.
The Company’s financial instruments are exposed to certain financial risks, including credit risk, liquidity risk, interest risk, commodity price risk and currency risk.
(a)Credit risk
The Company’s cash is held in financial institutions in Canada, Portugal and Kosovo. Amounts are receivable from optionee and a related party.
AVRUPA MINERALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
11. FINANCIAL INSTRUMENTS
(b)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 manages liquidity risk through the management of its capital structure.
As at March 31, 2025, the Company had cash of $64,837 (December 31, 2024 - $141,011), advance to related party of $163,665 (December 31, 2024 - $154,292), sales tax receivables of $4,451 (December 31, 2024 - $9,986) and other receivables of $17,237 (December 31, 2024 - $10,897) to settle current liabilities of $105,829 (December 31, 2024 - $125,315).
Accounts payable and accrued liabilities are due within the current operating period.
(c)Interest rate risk
Interest rate risk is not material as the Company does not have any significant financial assets or liabilities subject to fluctuation in interest rates.
(d)Equity market price risk
The Company is exposed to price risk with respect to equity market prices. Price risk as it relates to the Company is defined as the potential adverse impact on the Company’s ability to finance due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.
(e)Currency risk
The Company’s property interests in Portugal, Finland and Kosovo make it subject to foreign currency fluctuations and inflationary pressures which may adversely affect the Company’s financial position, results of operations and cash flows. The Company is affected by changes in exchange rates between the Canadian Dollar and foreign functional currencies. The Company does not invest in foreign currency contracts to mitigate the risks. The Company has net monetary assets of $47,000 dominated in Euros. A 1% change in the absolute rate of exchange in US dollars and Euros would affect its net loss by $400.
IFRS 7 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (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).
The Company does not have any financial instruments that are measured at fair value.
AVRUPA MINERALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
12. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
The non-cash transactions during the three months ended March 31, 2025 and 2024 were as follows:
·As at March 31, 2025, a total of $3,500 (2024 - $3,000) in deferred financing costs were included in due to related parties;
·As at March 31, 2025, a total of $8,500 (2024 - $Nil) in share issue costs were included in due to related parties.
13. MANAGEMENT OF CAPITAL RISK
The Company manages its cash, common shares, warrants and share purchase options as capital (see Note 8). The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.
The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, acquire or dispose of assets or adjust the amount of cash and cash equivalents held.
In order to maximize ongoing operating efforts, the Company does not pay out dividends. The Company’s investment policy is to invest its short-term excess cash in highly liquid short-term interest-bearing investments with maturities of 90 days or less from the original date of acquisition, selected with regards to the expected timing of expenditures from continuing operations.
The Company expects its current capital resources will be sufficient to carry out its exploration or operations in the near term.
14. SEGMENTED FINANCIAL INFORMATION
The Company operates in one industry segment, being the acquisition and exploration of mineral properties. Geographic information is as follows:
| March 31, 2025
| December 31, 2024
|
Non-current assets
|
|
|
Portugal
| $ 209,886
| $ 209,886
|
Kosovo
| 6,968
| -
|
Finland
| 671,611
| 682,644
|
Canada
| 163,665
| 154,292
|
| $ 1,052,130
| $ 1,046,822
|
|
|
|
| Three months ended
|
| March 31, 2025
| March 31, 2024
|
Mineral exploration expenses
|
|
|
Portugal
| $ 6,738
| $ 5,901
|
Kosovo
| -
| 2,928
|
| $ 6,738
| $ 8,829
|
