Exhibit 99.12

 

GOLDSHORE RESOURCES INC.

 

Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2025 and 2024

 

In Canadian Dollars

 

 

 

GOLDSHORE RESOURCES INC.

Condensed Consolidated Interim Statements of Financial Position

(In Canadian Dollars, unaudited)

As at,

 

   June 30, 2025   December 31, 2024 
ASSETS        
Current assets          
Cash and cash equivalents (Note 4)  $39,554,591   $15,379,270 
Amounts receivable (Note 5)   455,401    326,852 
Prepaid expenses and deposits   677,092    291,035 
    40,687,084    15,997,157 
Exploration and evaluation assets (Note 6)   107,357,784    95,055,852 
Right-of-use assets and equipment (Note 7)   208,881    191,757 
Long-term deposits   76,106    447,000 
TOTAL ASSETS  $148,329,855   $111,691,766 
           
LIABILITIES          
Current liabilities          
Accounts payable and accrued liabilities (Notes 8 and 13)  $2,798,889   $1,283,066 
Current portion of lease liabilities (Note 9)   57,382    71,291 
Flow-through premium liability (Note 10)   4,731,313    3,561,195 
    7,587,584    4,915,552 
Non-current portion of lease liabilities (Note 9)   105,471    132,463 
Deferred income tax liability   16,856,000    13,971,000 
TOTAL LIABILITIES   24,549,055    19,019,015 
           
SHAREHOLDERS’ EQUITY          
Share capital (Note 12)   146,936,344    105,808,584 
Obligation to issue shares (Note 6)   -    7,500,000 
Reserve (Note 12)   8,483,884    7,295,667 
Accumulated deficit   (31,639,428)   (27,931,500)
TOTAL SHAREHOLDERS’ EQUITY   123,780,800    92,672,751 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY  $148,329,855   $111,691,766 

 

Nature and continuance of operations and going concern (Note 1)

Subsequent events (Note 17)

 

These financial statements were authorized for issue by the Board of Directors on August 27, 2025. They are signed on behalf of the Board of Directors by:

 

"Michael Henrichsen"   “Joanna Pearson”
CEO and Director   Director

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 

 

GOLDSHORE RESOURCES INC.

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

(Unaudited, in Canadian Dollars)

 
   Three months ended   Six months ended 
   June 30, 2025   June 30, 2024   June 30, 2025   June 30, 2024 
EXPENSES                    
Amortization expense (Note 7)  $12,247   $18,509   $27,414   $37,171 
Consulting fees (Note 13)   457,315    124,202    743,415    209,702 
General and administrative costs (Note 13)   156,591    137,781    306,130    214,776 
Professional fees   190,478    60,208    385,556    108,079 
Regulatory and transfer agent fees   56,748    30,220    90,504    55,763 
Shareholder information and investor relations   119,599    49,219    658,211    102,306 
Stock-based compensation (Notes 12 and 13)   760,564    380,351    1,543,008    849,681 
Travel costs   43,976    33,528    62,008    42,477 
   $(1,797,518)  $(834,018)  $(3,816,246)  $(1,619,955)
OTHER ITEMS                    
Interest expense (Note 9)   (1,276)   (2,497)   (3,645)   (5,193)
Interest and other income (Notes 7 and 11)   20,708    51,289    137,582    114,230 
Part XII.6 tax expense   (36,308)   -    (137,666)   - 
Recovery of flow-through premium (Note 10)   1,351,423    48,268    2,997,047    106,481 
LOSS BEFORE INCOME TAXES  $(462,971)  $(736,958)  $(822,928)  $(1,404,437)
Deferred income tax expense   (1,291,000)   (73,000)   (2,885,000)   (183,000)
LOSS AND COMPREHENSIVE LOSS  $(1,753,971)  $(809,958)  $(3,707,928)  $(1,587,437)
                     
Basic and diluted loss per share  $(0.00)  $(0.00)  $(0.01)  $(0.01)
Weighted average number of common shares outstanding – basic and diluted   367,548,203    261,072,520    352,645,753    260,370,219 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 

 

GOLDSHORE RESOURCES INC.

Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity

(Unaudited, in Canadian Dollars)

 

  Common     Obligation to     Accumulated    
  Shares Share Capital issue shares   Reserve deficit   Total
Balance, December 31, 2023 259,667,918 $ 90,327,072 $ 7,500,000 $ 7,373,377 $ (23,098,261) $ 82,102,188
Fair value of expired warrants, compensation options and options       (1,020,714)  1,020,714   
Exercise of warrants 4,300,000   580,500   -   (21,500) -   559,000
Shares issued for vesting of restricted share units 1,290,472   287,556   -   (343,163) -   (55,607)
Stock-based compensation -   -   -   849,681 -   849,681
Loss and comprehensive loss for the period -   -   -   - (1,587,437)   (1,587,437)
Balance, June 30, 2024 265,258,390 $ 91,195,128 $ 7,500,000 $ 6,837,681 $ (23,664,984) $ 81,867,825
                     
Balance, December 31, 2024 335,615,647 $ 105,808,584 $ 7,500,000 $ 7,295,667 $ (27,931,500) $ 92,672,751
Exercise of warrants 16,678,707   4,169,677   -   - -   4,169,677
Exercise of compensation options 1,090,224   304,422   -   (119,084) -   185,338
Exercise of stock options 1,012,422   294,237   -   (100,707) -   193,530
Issuance of common shares for mineral property 12,500,000   7,500,000 (7,500,000)   - -   -
Issuance of common shares for private placement 43,822,580   13,585,000   -   - -   13,585,000
Issuance of flow-through shares 54,724,880   22,500,000   -   - -   22,500,000
Flow-through share premium liability -   (4,167,165)   -   - -   (4,167,165)
Share issuance costs -   (3,129,490)   -   - -   (3,129,490)
Shares issued for vesting of restricted share units 409,191   71,079   -   (135,000) -   (63,921)
Stock-based compensation -   -   -   1,543,008 -   1,543,008
Loss and comprehensive loss for the period -   -   -   - (3,707,928)   (3,707,928)
Balance, June 30, 2025 465,853,651 $ 146,936,344 $ - $ 8,483,884 $ (31,639,428) $ 123,780,800

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 

 

GOLDSHORE RESOURCES INC.

Condensed Consolidated Interim Statements of Cash Flows

(Unaudited, in Canadian Dollars)

 

  Six months ended Six months ended
    June 30, 2025   June 30, 2024
         
Cash flows provided by (used in):        
OPERATING ACTIVITIES        
Loss for the period $ (3,707,928) $ (1,587,437)
Non-cash items:        
Amortization and interest expense   31,059   42,364
Stock-based compensation expense   1,543,008   849,681
Part XII.6 tax interest   95,553   -
Other non-cash income/expense   16,558   -
Recovery of flow-through premium   (2,997,047)   (106,481)
Deferred income tax expense   2,885,000   183,000
Changes in non-cash working capital items:        
Amounts receivable, prepaid expenses and deposits   (514,606)   (144,081)
Accounts payable and accrued liabilities   172,848   73,526
Cash flows used in operating activities   (2,475,555)   (689,428)
         
INVESTING ACTIVITIES        
Right-of-use assets and equipment   (61,096)   -
Mineral property acquisition, exploration and long-term deposits   (10,683,616)   (1,090,291)
Cash flows used in investing activities   (10,744,712)   (1,090,291)
         
FINANCING ACTIVITIES        
Private placement, net of share issuance costs   32,955,510   -
Proceeds from warrants exercised   4,169,677   559,000
Proceeds from compensation options exercised   185,338   -
Proceeds from stock options exercised   193,530   -
Repayment of lease obligations   (44,546)   (36,062)
Settlement restricted share units   (63,921)   -
Cash flows provided by financing activities   37,395,588   522,938
         
Change in cash and cash equivalents   24,175,321   (1,256,781)
Cash and cash equivalents, beginning of period   15,379,270   5,269,421
Cash and cash equivalents, end of period $ 39,554,591 $ 4,012,640
         
Supplemental cash flow information:        
         
         
Exploration and evaluation asset costs in accounts payable and accrued liabilities $ (1,247,424) $ 479,114
Interest received   89,436   113,924
Part XII.6 tax interest paid   42,113   -
Transfer of reserves upon exercise of compensation options   119,084   -
Transfer of reserves upon exercise of stock options   100,707   -
Value of settlement of restricted share units   135,000   -
Flow-through share premium liability   4,167,165   -
Value of shares issued for exploration and evaluation assets   7,500,000   -

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 

 

GOLDSHORE RESOURCES INC.

Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2025 and 2024

(Unaudited, in Canadian Dollars)

 

1.NATURE AND CONTINUANCE OF OPERATIONS AND GOING CONCERN

 

Goldshore Resources Inc. (the “Company”) is a gold focused Canadian mineral exploration company. The Company’s primary business is the acquisition and evaluation of precious metal mineral properties in Canada. Goldshore currently holds title to the Moss Gold Project and Hillcrest Project, and an option to earn into the Vanguard Project, located in Ontario, Canada. The Company’s head office is located at 450 Commerce Place, 400 Burrard Street, Vancouver, British Columbia, V6C 3A6 and its registered and records office is at 1111 West Hastings Street, 15th Floor, Vancouver, British Columbia, V6E 2J3.

 

These condensed consolidated interim financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the ordinary course of operations. As at June 30, 2025, the Company’s current assets exceeded its current liabilities by $33,099,500 and the Company had an accumulated deficit of $31,639,428. The Company’s ability to continue as a going concern is dependent upon its ability to raise equity capital or borrowings sufficient to meet future obligations until such a time as the Company is profitable. The business of mining and exploration involves a high degree of risk and there can be no assurance that management’s plans will be successful. The Company currently is not generating any revenue. Whether and when the Company can obtain profitability and positive cash flows from its operations is uncertain. These material uncertainties may cast significant doubt on the Company’s ability to continue as a going concern. These condensed consolidated interim financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.

 

2.BASIS OF PRESENTATION

 

Statement of compliance

 

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting, using accounting policies consistent with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

 

Basis of preparation

 

These condensed consolidated interim financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit or loss (“FVTPL”), which are stated at their fair value. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

 

Basis of consolidation

 

The condensed consolidated interim financial statements include the accounts of the Company and its wholly owned subsidiary, Moss Lake Project Inc. (“Moss Lake”). Intercompany balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated on consolidation.

 

Presentation and functional currency

 

The presentation and functional currency of the Company and its subsidiary is the Canadian dollar. All amounts in these condensed consolidated interim financial statements are expressed in Canadian dollars, unless otherwise indicated.

 

Significant accounting judgments and estimates

 

The preparation of condensed consolidated interim financial statements in accordance with IFRS requires management to make certain critical accounting estimates and assumptions about the future and to exercise judgment in applying the Company’s accounting policies. Actual results could differ from these estimates.

 

Estimates and underlying assumptions are reviewed on an ongoing basis. The impacts of changes to estimates are recognized in the period estimates are revised and in future periods affected.

 

 6 

 

 

GOLDSHORE RESOURCES INC.

Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2025 and 2024

(Unaudited, in Canadian Dollars)

 

2.     BASIS OF PRESENTATION (continued)

 

Significant accounting judgments

 

The critical judgments, apart from those involving estimations, that management has made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognized in the financial statements are as follows:

 

Going concern

 

The assessment of the Company’s ability to continue as a going concern and to raise sufficient funds to pay for its ongoing operating expenditures and meet its liabilities for the ensuing year involves significant judgment based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances.

 

Impairment of long-lived assets

 

The carrying value and the recoverability of long-lived assets, including exploration and evaluation assets, are evaluated at each reporting date. Management assesses for indicators of impairment, which includes assessing whether facts or circumstances exist that suggest the carrying amount exceeds the recoverable amount, specifically if the Company expects to continue with expenditure on the further exploration of the project, and that the period for which the Company has the right to explore has not and will not expire.

 

Key sources of estimation uncertainty

 

The key assumptions management has made about the future and other major sources of estimation uncertainty at the date of the statement of financial position that have significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:

 

Valuation of stock-based compensation and compensation options

 

The Company uses the Black-Scholes option pricing model for the valuation of stock-based compensation and compensation options. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate, forfeiture rate, risk-free market interest rate, expected volatility in the price of the underlying stock and expected life of the instruments. Changes in the input assumptions can materially affect the fair value estimate and the Company’s earnings and equity reserves.

 

Flow-Through premium liability

 

Pursuant to the terms of the flow-through share agreements, flow-through shares transfer the tax deductibility of qualifying resources expenditures to investors. On Issuance, the Company bifurcates the flow-through shares into i) a flow-through share premium, equal to the estimated premium, if any, investors pay for the flow-through feature, which is recognized as a liability, and ii) share capital. Upon expenses being incurred, the Company derecognizes the liability on a pro-rata basis and recognizes a recovery for the amount of tax reduction renounced to the shareholders.

 

Income taxes

 

The Company recognizes deferred tax assets for deductible temporary differences, unused tax losses and other income tax deductions only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, unused tax losses and other income tax deductions can be utilized. In assessing the probability of realizing the income tax benefits of deductible temporary differences, unused tax losses and other income tax deductions, management makes estimates related to expectations of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. The likelihood that tax positions taken will be sustained upon examination by applicable tax authorities is assessed based on individual facts and circumstances of the relevant tax position evaluated in light of all available evidence.

 

Changes in any of the above-mentioned estimates can materially affect the amount of income tax assets recognized. In addition, where applicable tax laws and regulations are either unclear or subject to varying interpretations, changes in these estimates can occur that materially affect the amounts of income tax assets recognized. The Company reassesses unrecognized income tax assets at the end of each reporting period.

 

 7 

 

 

GOLDSHORE RESOURCES INC.

Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2025 and 2024

(Unaudited, in Canadian Dollars)

 

3.     MATERIAL ACCOUNTING POLICIES

 

The accounting policies followed by the Company are set out in Note 3 to the audited consolidated financial statements for the year ended December 31, 2024, and have been consistently followed in the preparation of these condensed consolidated interim financial statements:

 

a)     New accounting standards and interpretations

 

IFRS 18 – Presentation and Disclosure in Financial Statements

 

In April 2024, the IASB issued IFRS 18, Presentation and Disclosure of Financial Statements (IFRS 18), which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented into the three defined categories of operating, investing and financing, and by specifying certain defined totals and subtotals. Where company-specific measures related to the income statement are provided, IFRS 18 requires companies to disclose explanations around these measures, which are referred to as management defined performance measures. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes.

 

IFRS 18 will not affect the recognition and measurement of items in the financial statements, nor will it affect which items are classified in other comprehensive income and how these items are classified. The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required, and early application is permitted. The Company is currently assessing the effect of this new standard on its financial statements.

 

4.    CASH AND CASH EQUIVALENTS

 

At June 30, 2025 and December 31, 2024, the Company’s cash and cash equivalents were comprised of the following:

 

    June 30, 2025   December 31, 2024
Cash held in bank accounts $ 32,745,435 $ 300,961
Cash equivalents   6,809,156   15,078,309
Total $ 39,554,591 $ 15,379,270

 

At June 30, 2025, cash held in bank accounts included $31,500,000 deposited in savings accounts generating interest of 2.90%. Cash equivalents are held in cashable guaranteed investment certificates with an interest rate of 3.65%.

 

5.     AMOUNTS RECEIVABLE

 

The Company’s amounts receivable is comprised of the following:

 

    June 30, 2025   December 31, 2024
GST receivable $ 445,829 $ 283,481
Other receivables   9,572   43,371
Total   455,401 $ 326,852

 

 8 

 

 

GOLDSHORE RESOURCES INC.

Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2025 and 2024

(Unaudited, in Canadian Dollars)

 

6.     EXPLORATION AND EVALUATION ASSETS

 

    Moss Gold
Project
  Other
Projects
  Total
Acquisition costs            
Balance, December 31, 2023 $ 52,055,250 $ 174,000 $ 52,229,250
Additions   -   140,000   140,000
Balance, December 31, 2024 $ 52,055,250 $ 314,000 $ 52,369,250
Additions   -   28,750   28,750
Balance, June 30, 2025 $ 52,055,250 $ 342,750 $ 52,398,000
Exploration and evaluation costs            
Balance, December 31, 2023 $ 36,581,982 $ 235,612 $ 36,817,594
Assays   215,034   -   215,034
Camp costs   299,374   -   299,374
Consulting and salaries (1)   2,911,396   60,384   2,971,780
Database management   79,077   -   79,077
Drilling   1,404,581   -   1,404,581
Geochemistry and geophysics (1)   322,116   32,317   354,433
Other costs (1)   531,194   13,535   544,729
Balance, December 31, 2024 $ 42,344,754 $ 341,848 $ 42,686,602
Assays   1,707,282   -   1,707,282
Camp costs   826,190   -   826,190
Consulting and salaries (1)   4,051,243   21,676   4,072,919
Database management   129,920   -   129,920
Drilling   4,247,932   -   4,247,932
Geochemistry and geophysics   745,863   -   745,863
Government grant   (200,000)   -   (200,000)
Other costs   743,076   -   743,076
Balance, June 30, 2025 $ 54,596,260 $ 363,524   $ 54,959,784
Total, December 31, 2024 $ 94,400,004 $ 655,848 $ 95,055,852
Total, June 30, 2025 $ 106,651,510 $ 706,274 $ 107,357,784

 

(1)During the year ended December 31, 2024, and the period ended June 30, 2025, the Company allocated certain payroll, geophysics and other overhead costs between the Moss Gold Project and the Vanguard Project pursuant to the terms of the option agreement with Thunder Gold Corp.

 

Moss Gold Project

 

On January 25, 2021, the Company entered into a purchase agreement with Moss Lake Gold Mines Ltd. and Wesdome Gold Mines Ltd. (“Wesdome”) to acquire a 100% interest in the Moss Gold Project located in Ontario, Canada (the “Transaction”). The Transaction closed on June 4, 2021 (“Closing”). In exchange for a 100% interest in the project, the Company will:

 

·Pay $12,500,000 cash to Wesdome upon closing (paid);
·Issue common shares with a fair value equal to the greater of a) $19,500,000 and b) 30% of the issued and outstanding common shares of the Company to Wesdome at closing (issued 30,085,000 common shares);
·Issue $20,000,000 in common shares to Wesdome in the form of milestone payments consisting of:
   
o$5,000,000 within 12 months of Closing (issued 8,333,333 common shares on June 6, 2022);
o$7,500,000 upon the earlier of (i) the Company completing an updated Preliminary Economic Assessment (“PEA”) or pre-feasibility study; and (ii) 30 months from Closing (issued 12,500,000 common shares on December 4, 2023); and
o$7,500,000 upon the earlier of (i) the Company completing a feasibility study, (ii) the date on which the Company makes a development decision on the Moss Gold Project, and (iii) 48 months from Closing (issued 12,500,000 common shares on May 30, 2025).

 

·Grant to Wesdome a 1.0% net smelter royalty (“NSR”) on all metal production from the Moss Gold Project. The Company has the right to repurchase the NSR for $7,500,000 ($5,500,000 cash payment and $2,000,000 common share issuance) between December 4, 2023 and June 4, 2025 (30 and 48 months after Closing). On May 26, 2025, the Company provided notice to Wesdome of its intent to repurchase the NSR. The transaction closed subsequent to the quarter on July 21, 2025 (Note 17).
·Grant Wesdome the option of representation on the Company’s Board of Directors with two appointees relative to Wesdome’s total share ownership of the Company (completed). This nomination right lapsed during the year ended December 31, 2024.

 

 9 

 

 

GOLDSHORE RESOURCES INC.

Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2025 and 2024

(Unaudited, in Canadian Dollars)

 

The Moss Gold Project carries an underlying advanced royalty commitment due quarterly until the project enters production, which was inherited from Wesdome at the time of acquisition, presented as other costs in the table above.

 

On May 1, 2025, the Company entered into an agreement to repurchase 1.5% of a 2.5% net profit interest (“NPI”) on the Moss Gold Project for a total purchase price of $ 1,590,000 through a combination of share consideration and cash payments over a term of 48-months. At June 30, 2025, the agreement remained subject to TSX Venture (“TSXV”) regulatory approval (Note 17). After the NPI repurchase, the annual underlying advanced royalty commitment is $18,125, payable on a quarterly basis.

 

During the six months ended June 30, 2025, the Company received a $200,000 grant under the Ontario Junior Exploration Program administered by the Government of Ontario in support of eligible exploration activities incurred for the Moss Gold Project. All eligible expenditures were incurred during 2024 and the grant has been recorded as a reduction to the carrying amount of exploration and evaluation assets above.

 

Other Projects

 

Vanguard Project

 

On July 5, 2022, and amended on May 29, 2023 and May 21, 2024, the Company executed an option agreement with Thunder Gold Corp. (“Thunder Gold”) to earn in to certain mining claims held by Thunder Gold in the Shebandowan greenstone belt known as the Vanguard Project (the “Vanguard Project”). The effective date of the agreement was July 28, 2022 (the “Effective Date”). Key terms of the option agreement are as follows:

 

1.Total cash payments of an aggregate of $110,000 to Thunder Gold over 3 years, to be paid as follows:
a.$10,000 within five days of July 28, 2022 (paid);
b.an additional $20,000 on or before July 28, 2023, the 12-month anniversary of the Effective Date (paid);
c.an additional $30,000 on or before July 28, 2024, the 24-month anniversary of the Effective Date (paid); and
d.an additional $50,000 on or before July 28, 2025, the 36-month anniversary of the Effective Date.

 

2.Total share issuance of an aggregate of 1,500,000 common shares of the Company (each, a “Share”) (such Shares to be subject to resale restrictions) as follows:
a.300,000 Shares within five days of the Effective Date (issued on August 2, 2022 at fair value of $81,000);
b.An additional 300,000 Shares on or before July 28, 2023, the 12-month anniversary of the Effective Date (issued on July 28, 2023 at a fair value of $43,500);
c.an additional 400,000 Shares on or before July 28, 2024, the 24-month anniversary of the Effective Date (issued on July 26, 2024 at a fair value of $110,000, Note 12); and
d.an additional 500,000 Shares on or before July 28, 2025, the 36-month anniversary of the Effective Date .

 

3.Total incurred expenditures on the Vanguard Project of not less than $1,650,000 over 3 years as follows:
a.$100,000 on or before January 28, 2023, the six-month anniversary of the Effective Date (completed);
b.an additional $120,000 on or before July 28, 2023, the 12-month anniversary of the Effective Date (completed);
c.an additional $80,000 on or before July 28, 2024, the 24-month anniversary of the Effective Date (completed); and
d.an additional $1,350,000 on or before July 28, 2025, the 36-month anniversary of the Effective Date.

 

4.Other non-material administrative and technical matters guiding the earn in relationship between the Company and Thunder Gold.

 

Subsequent to June 30, 2025, the Company amended the option agreement with Thunder Gold. Under the amended terms, the final cash payment was increased to $100,000 and the remaining required expenditures were revised to $4,989,000, which may be incurred at any time, at the sole discretion of the Optionee. On July 28, 2025, the Company completed the final the cash payment and share issuance pursuant to the option agreement.

 

Hillcrest Project

 

On May 8, 2023, the Company staked various claims located in Ontario which comprise the Hillcrest Project for acquisition costs of $19,500. During the three months ended June 30, 2025, these claims lapsed, and the Company staked various claims, including the original cells and expanded areas, for acquisition costs of $28,750.

 

 10 

 

 

GOLDSHORE RESOURCES INC.

Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2025 and 2024

(Unaudited, in Canadian Dollars)

 

7.     RIGHT-OF-USE ASSETS AND EQUIPMENT

 

A continuity of the Company’s right-of-use assets and equipment is as follows:

 

  Cost Right-of-use assets   Equipment   Total  
      (vehicles)          
  Balance, December 31, 2023 $ 468,181 $ 33,256 $ 501,437  
  Additions   -   -   -  
  Balance, December 31, 2024 $ 468,181 $ 33,256 $ 501,437  
  Additions   -   61,096   61,096  
  Write-off   (66,231)   -   (66,231)  
  Balance, June 30, 2025 $ 401,950 $ 94,352 $ 496,302  
                 
  Accumulated amortization              
                 
  Balance, December 31, 2023 $ 211,792 $ 25,403 $ 237,195  
  Additions   64,632   7,853   72,485  
                 
  Balance, December 31, 2024 $ 276,424 $ 33,256 $ 309,680  
  Additions   24,021   3,393   27,414  
  Write-off   (49,673)   -   (49,673)  
                 
  Balance, June 30, 2025 $ 250,772 $ 36,649   $287,421  
  Net book value              
  Balance, December 31, 2024 $ 191,757 $ - $ 191,757  
                 
  Balance, June 30, 2025 $ 151,178 $ 57,703 $ 208,881  

 

During the six months ended June 30, 2025, the Company wrote-off a leased vehicle with a net book value of $16,558 and received related insurance proceeds of $64,704. The net amount of $48,146 has been recorded as other income (expense). Refer to Note 11.

 

8.     ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

The Company’s accounts payable and accrued liabilities are comprised of the following:

 

    June 30, 2025 December 31, 2024
Accounts payable $ 1,754,664 $ 791,857
Accrued liabilities   1,044,225   491,209
Total $ 2,798,889 $ 1,283,066

 

9.     LEASE LIABILITIES

 

The Company leases vehicles. At acquisition, the leased assets and liabilities were measured at the present value of the lease payments plus the anticipated exercise of renewal options, discounted using the rate implicit in the leases, which was determined to be 8% on a weighted average basis.

 

The Company’s lease liabilities are as follows:

 

    June 30, 2025 December 31, 2024
Current portion of lease obligations $ 57,382 $ 71,291
Non-current portion of lease obligations   105,471   132,463
Total $ 162,853 $ 203,754

 

 11 

 

 

GOLDSHORE RESOURCES INC.

Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2025 and 2024

(Unaudited, in Canadian Dollars)

 

The lease liability interest expense recognized in loss and lease payments recognized in the financing component of statement of cash flows is as follows:

 

Balance, December 31, 2023 $ 266,989
Interest expense   10,067
Payments   (73,302)
Balance, December 31, 2024 $ 203,754
Interest expense   3,645
Payments   (44,546)
Balance, June 30, 2025 $ 162,853
     
As at June 30, 2025, the Company is committed to minimum lease payments as follows:    
     
     
    June 30, 2025
Less than one year $ 57,382
One to five years   120,604
More than five years   -
Total undiscounted lease liabilities $ 177,986

 

During the six months ended June 30, 2025, the Company expensed $11,562 under the IFRS 16 short-term exemption (2024 - $22,800). The Company did not designate any leases as low-value.

 

10.  FLOW-THROUGH PREMIUM LIABILITY

 

The following is a continuity of the Company’s flow-through premium liability:

 

  Flow-through premium liability
Balance, December 31, 2023 $ 257,047
Additions   3,889,636
Recovery of flow-through premium   (585,488)
Balance, December 31, 2024 $ 3,561,195
Additions   4,167,165
Recovery of flow-through premium   (2,997,047)
Balance, June 30, 2025 $ 4,731,313

 

During the three and six months ended June 30, 2025, the Company recorded a recovery of the flow-through premium of $1,351,423 and $2,997,047, respectively (2024 - $48,268 and $106,481) based on eligible flow-through exploration expenditures incurred.

 

On June 20, 2025, the Company issued 26,315,790 flow-through common shares of the Company at a price of $0.38 for gross proceeds of $10,000,000 and 28,409,090 charity flow-through common shares of the Company at a price of $0.44 for gross proceeds of $12,500,000. Based on the difference in price between the Flow-Through Shares and the Company’s common shares, management accounted for the premium paid on the Flow-Through Shares on a residual basis as a flow-through premium liability of $4,167,165 (Note12).

 

As at June 30, 2025, the Company has a remaining obligation to spend $ 2,026,532 on eligible exploration expenditures by December 31, 2025 and $22,500,000 by December 31, 2026 (December 31, 2024 - $12,792,531 by December 31, 2025).

 

 12 

 

 

GOLDSHORE RESOURCES INC.

Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2025 and 2024

(Unaudited, in Canadian Dollars)

 

11.INTEREST AND OTHER INCOME

 

The Company’s Interest and other income are comprised of the following:

 

    June 30, 2025   June 30, 2024
Interest income $ 89,436 $ 114,230
Other income/(expense) (Note 7)   48,146   -
Total $ 137,582 $ 114,230

 

12.  SHARE CAPITAL AND RESERVES

 

Authorized share capital

 

Unlimited number of common shares without par value.

 

Issued share capital

 

At June 30, 2025, there were 465,853,651 issued and fully paid common shares (December 31, 2024 – 335,615,647). There were no shares held in escrow.

 

Six months ended June 30, 2025:

 

During the six months ended June 30, 2025, 16,678,707 warrants were exercised into common shares at an exercise price of $0.25 for aggregate gross proceeds of $4,169,677. In connection with the exercises, a total of Nil was transferred from reserves to share capital.

 

During the six months ended June 30, 2025, 1,090,224 compensation options were exercised into common shares at an exercise price of $0.17, for aggregate gross proceeds of $185,338. In connection with the exercises, a total of $119,084 was transferred from reserves to share capital.

 

During the six months ended June 30, 2025, 1,012,422 stock options were exercised into common shares at an average exercise price of $0.19 for gross proceeds of $193,530. In connection with the exercises, a total of $100,707 was transferred from reserves to share capital.

 

On May 30, 2025, the Company issued 12,500,000 common shares at a deemed value of $0.60 per share for a total value of $7,500,000 to Wesdome Gold Mines Ltd. pursuant to its purchase agreement for the Moss Gold Project (Note 6).

 

On June 6, 2025, 600,000 RSU’s vested which were settled by way of a combination of cash and equity, comprised of the issuance of 409,191 common shares and an aggregate cash payment of $63,921.

 

On June 20, 2025, the Company completed a bought deal private placement for aggregate gross proceeds of $36,085,000. In connection with the private placement, the Company issued:

 

·26,315,790 flow-through common shares (the “FT Shares”) at a price of $0.38 for gross proceeds of $10,000,000;
·28,409,090 charity flow-through common shares (the “CFT Shares”) at a price of $0.44 for gross proceeds of $12,500,000 (collectively with the FT Shares above, the “Flow-Through Shares”);
·40,322,580 common shares (the “HD Shares”) at a price of $0.31 for gross proceeds of $12,500,000; and
·3,500,000 common shares (the “Hold Shares”) at a price of $0.31 for gross proceeds of $1,085,000.

 

The CFT Shares and the HD Shares were offered to purchasers resident in all provinces and territories of Canada (excluding Quebec) pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”). The FT Shares and Hold Shares were offered to purchasers resident in all provinces and territories of Canada pursuant to other applicable exemptions from the prospectus requirements of NI 45-106.

 

Based on the difference in price between the Flow-Through Shares and the Company’s common shares, management accounted for the premium paid on the Flow-Through Shares on a residual basis as a flow-through premium liability of $4,167,165 (Note 10). In connection with the private placement, the Company paid the underwriters a cash commission of $2,038,395, paid fees of $159,915 and incurred other share issuance costs of $ 921,379. Share issuance costs for the six months ended June 30, 2025 also included $9,801 of costs recorded during the three months ended March 31, 2025.

 

 13 

 

 

GOLDSHORE RESOURCES INC.

Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2025 and 2024

(Unaudited, in Canadian Dollars)

 

Year ended December 31, 2024:

 

During the year ended December 31, 2024, 37,500,000 warrants were exercised into common shares at an exercise price of $0.13 and 3,222,450 warrants were exercised into common shares at an exercise price of $0.25, for aggregate gross proceeds of $5,680,612. In connection with the exercises, a total of $187,500 was transferred from reserves to share capital.

 

During the year ended December 31, 2024, 986,393 compensation options were exercised at an exercise price of $0.17 for gross proceeds of $167,686. In connection with the exercises, a total of $107,714 was transferred from reserves to share capital.

 

On July 26, 2024, the Company issued 400,000 common shares with a fair value of $110,000 to Thunder Gold Corp. pursuant to its option agreement for the Vanguard Project.

 

On October 29, 2024, the Company completed a brokered private placement for aggregate gross proceeds of $13,972,358 (collectively, the “October Flow-Through Shares”). In connection with the private placement, the Company issued:

 

·15,848,159 flow-through common shares of the Company at a price of $0.475 for gross proceeds of $7,527,876; and
·12,159,400 charity flow-through common shares of the Company at a price of $0.53 for gross proceeds of $6,444,482.

 

Based on the difference in price between the October Flow-Through Shares and the Company’s common shares, management accounted for the premium paid on the October Flow-Through Shares on a residual basis as a flow-through premium liability of $3,889,636 (Note 10). In connection with the private placement, brokers received a cash commission of $813,220 and incurred other share issuance costs of $512,093. In addition, the Company granted the brokers 1,627,565 non-transferable compensation options (the “Compensation Options”) with a fair value of $248,588. Each Compensation Option will entitle the holder thereof to purchase one common share at an exercise price of $ 0.475 per common share for a period of 24 months following the closing of the private placement. The fair value of the Compensation Options was determined using the Black-Sholes Option Pricing Model using the following assumptions: risk-free rate of 3.08%, expected life of 2 years, volatility factor of 91.1%, and dividend yield of Nil.

 

Stock options

 

The Company adopted an Omnibus Incentive Plan on November 3, 2022 (the “Plan”), approved by shareholders at the Company’s annual general meeting on June 26, 2025. Under the Plan, the Company may grant its directors, officers, employees and consultants stock options, restricted share units, and deferred share units (together the “Share Based Compensation”) of the Company and which reserves up to 10% of its outstanding shares as Share Based Compensation. The exercise price shall not be less than the market value (“Market Value”) of the common shares of the Company as of the grant date. Market Value will be the closing trading price of the common shares on the day immediately preceding the grant date and may be less than this price if it is within the discounts permitted by the applicable regulatory authorities including the TSX Venture Exchange. The expiry date of an option shall be determined by the Board of Directors of the Company and shall be no later than the tenth anniversary of the grant date of such option. The vesting terms and conditions of stock options are determined by the Board of Directors.

 

The Black-Scholes Option Pricing Model inputs for options granted during the six months ended June 30, 2025 and the year ended December 31, 2024 are as follows:

 

      Risk-        
      Free        
    Exercise Interest Expected Volatility Dividend Fair
Grant Date Expiry Date Price Rate Life Factor Yield Value
May 28, 2024 May 28, 2029 $0.225 3.81% 5 years 89.23% Nil $0.16
Nov 28, 2024 Nov 28, 2029 $0.380 3.09% 5 years 87.00% Nil $0.16
Feb 10, 2025 Feb 10, 2030 $0.380 2.74% 5 years 86.23% Nil $0.21

 

 14 

 

 

GOLDSHORE RESOURCES INC.

Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2025 and 2024

(Unaudited, in Canadian Dollars)

 

The following is a continuity of the Company’s stock options outstanding for the six months ended June 30, 2025 and the year ended December 31, 2024:

 

  Exercise price Number of options
Closing balance, December 31, 2023 $ 0.43 15,040,166
Granted   0.34 9,200,000
Expired   0.60 (158,333)
Closing balance, December 31, 2024 $ 0.40 24,081,833
Granted   0.38 500,000
Exercised   0.19 (1,012,422)
Cancelled/Forfeited   0.59 (350,000)
Closing balance, June 30, 2025 $ 0.40 23,219,411

 

During the six months ended June 30, 2025, the Company recognized $715,435 (2024 – $509,188) in stock-based compensation expense related to the vesting of stock options. During the six months ended June 30, 2025, the fair value of expired stock options of Nil was reclassified to deficit (2024 – $67,105).

 

As at June 30, 2025, the Company had outstanding options as follows:

 

          Remaining
  Options Options     contractual life
Expiry date outstanding exercisable Exercise price (in years)
June 4, 2026 6,950,000 6,950,000 $ 0.65 0.93
November 23, 2026 387,500 387,500 $ 0.65 1.40
April 24, 2028 3,208,330 3,208,330 $ 0.25 2.82
December 22, 2028 2,973,581 1,956,050 $ 0.15 3.48
May 28, 2029 2,250,000 750,000 $ 0.23 3.91
November 28, 2029 6,950,000 2,316,667 $ 0.38 4.42
February 10, 2030 500,000 - $ 0.38 4.62
Total 23,219,411 15,568,547      

 

(1)       Subsequent to June 30, 2025,1,085,336 options were canceled unexercised. Refer also to Note 17.

 

The weighted average remaining contractual life of stock options outstanding at June 30, 2025 was 2.94 years (December 31, 2024 – 3.38 years).

 

Restricted Share Units (“RSUs”)

 

The following is a continuity of the Company’s RSU’s outstanding for the six months ended June 30, 2025 and for the year ended December 31, 2024:

 

    Value at  
    grant date Number of RSU’s
Closing balance, December 31, 2023 $ 0.13 6,769,300
Granted   0.26 6,237,500
Vested   0.13 (6,656,800)
Cancelled   0.10 (112,500)
Closing balance, December 31, 2024 $ 0.26 6,237,500
Granted   0.32 250,000
Vested   0.23 (600,000)
Closing balance, June 30, 2025 $ 0.27 5,887,000

 

On May 28, 2025, 600,000 RSU’s vested which were settled by way of a combination of cash and equity, comprised of the issuance of 409,191 common shares and an aggregate cash payment of $63,921

 

On April 24, 2024, 1,673,968 RSU’s vested which were settled by way of a combination of cash and equity, comprised of the issuance of 1,290,472 common shares and an aggregate cash payment of $55,607.

 

On February 10, 2025, 250,000 RSU’s were granted to an officer of the Company. The RSUs vest after one year.

 

 15 

 

 

GOLDSHORE RESOURCES INC.

Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2025 and 2024

(Unaudited, in Canadian Dollars)

 

In October 2024, 112,500 RSU’s originally granted in the November 17, 2023 tranche were cancelled. On November 17, 2024, the remaining 2,887,500 RSU’s vested and were settled by way of equity, resulting in the issuance of 2,887,500 common shares.

 

On December 22, 2024, 2,095,332 RSU’s vested which were settled by way of a combination of cash and equity, comprised of the issuance of 1,653,355 common shares and an aggregate cash payment of $109,495.

 

As at June 30, 2025 the Company had outstanding RSUs as follows:

        Remaining
  RSU’s   Value at contractual life
Vesting date outstanding   grant date (in years)
July 29, 2025 3,000,000 $ 0.275 0.08
November 28, 2025 2,637,500 $ 0.255 0.41
February 10, 2026 250,000 $ 0.315 0.62
Total 5,887,500      

 

(1)       Subsequent to June 30, 2025,3,000,000 RSU’s vested and were settled in equity. Refer also to Note 17.

 

During the six months ended June 30, 2025, the Company recognized $827,573 (2024 - $340,493) in stock-based compensation expense related to the vesting of RSU’s.

 

Warrants

 

The following is a continuity of the Company’s warrants outstanding for the six months ended June 30, 2025 and the year ended December 31, 2024:

 

  Exercise price Number of warrants
Closing balance, December 31, 2023 $ 0.27 80,642,273
Exercised   0.14 (40,722,450)
Expired   0.55 (21,880,166)
Closing balance, December 31, 2024 $ 0.24 18,039,657
Exercised   0.25 (16,678,707)
Expired   0.25 (352,950)
Closing balance, June 30, 2025 $ 0.13 1,008,000

 

During the six months ended June 30, 2025, the fair value of expired warrants of Nil was reclassified to deficit (2024 – $731,909).

As at June 30, 2025, the Company had outstanding warrants as follows:

          Remaining
  Warrants Warrants     contractual life
Expiry date outstanding exercisable Exercise price (in years)
November 17, 2026 1,008,000 1,008,000 $ 0.13 1.38
Total 1,008,000 1,008,000      

 

The weighted average remaining contractual life of warrants outstanding at June 30, 2025 was 1.38 years (December 31, 2024 – 0.38 years).

 

Compensation options

 

The following is a continuity of the Company’s compensation options outstanding for the six months ended June 30, 2025 and the year ended December 31, 2024:

 

  Exercise price Number of options
Closing balance, December 31, 2023 $ 0.30 3,080,432
Granted   0.48 1,627,565
Exercised   0.17 (986,393)
Expired   0.57 (1,003,815)
Closing balance, December 31, 2024 $ 0.35 2,717,789
Exercised   0.17 (1,090,224)
Closing balance, June 30, 2025 $ 0.48 1,627,565

 

 16 

 

 

GOLDSHORE RESOURCES INC.

Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2025 and 2024

(Unaudited, in Canadian Dollars)

 

During the six months ended June 30, 2025, fair value of expired compensation options of Nil was reclassified to deficit (2024 – $221,700).

 

As at June 30, 2025, the Company had outstanding compensation options as follows:

 

  Compensation Compensation     Remaining
  options options     contractual life
Expiry date outstanding exercisable Exercise price (in years)
October 29, 2026 1,627,565 1,627,565 $ 0.475 1.33
Total 1,627,565 1,627,565      

 

The weighted average remaining contractual life of compensation options outstanding at June 30, 2025 was 1.33 years (December 31, 2024 – 1.21 years).

 

13.   RELATED PARTIES

 

The Company’s related parties consist of its key management personnel. During three and six months ended June 30, 2025 and 2024, the Company incurred the following amounts for compensation of key management personnel, including directors, and companies controlled and/or owned by officers and directors of the Company:

 

    Three months ended   Six months ended  
                   
    30-Jun-25   30-Jun-24   30-Jun-25   30-Jun-24  
Salaries, management fees and other employee benefits(1) $ 244,001 $ 178,016 $ 483,501 $ 303,516  
                   
Stock-based compensation   371,454   312,407   805,101   683,533  
                   
Total $ 615,455 $ 490,423 $ 1,288,602 $ 987,049  

 

(1) The six-month figures include $271,998 recorded in consulting fees, $71,503 recorded in general and administrative costs and $140,000 capitalized to exploration and evaluation assets (2024 - $132,000, Nil and $171,516, respectively). The three-month figures include $129,998 recorded in consulting fees, $44,003 recorded in general and administrative costs and $70,000 capitalized to exploration and evaluation assets (2024 - $76,500, Nil and $101,516, respectively).

 

As at June 30, 2025, the Company did not owe any amounts to key management personnel in respect of services provided to the Company (December 31, 2024 - $36,240) and owed $4,994 in respect of expenses incurred on behalf of the Company (December 31, 2024 - $4,804).

 

During the six months ended June 30, 2025, the Company was party to service agreement whereby it had contracted administrative, corporate and financial reporting services with Sentinel Corporate Services Inc. (“Sentinel”), a company controlled by a close family member of the former Chief Financial Officer. The agreement was in effect until April 30, 2025. The Company incurred related party expenses with Sentinel for during the six months ended June 30, 2025 of $15,000 (2024 - $57,000), which were included in general and administrative costs.

 

All related party transactions are incurred in the normal course of business and are negotiated on terms between the parties which are believed to represent fair market value for all services rendered. Any amounts due to related parties arising from the above transactions are unsecured, non-interest bearing and are due upon receipt of invoices.

 

 17 

 

 

GOLDSHORE RESOURCES INC.

Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2025 and 2024

(Unaudited, in Canadian Dollars)

 

14.FINANCIAL INSTRUMENTS

 

a)Categories of financial instruments and fair value measurements

 

The Company’s financial assets and liabilities are classified as follows:

 

    June 30, 2025 December 31, 2024
Financial assets:        
Amortized cost        
Cash and cash equivalents $ 39,554,591 $ 15,379,270
Amounts receivable $ 455,401 $ 326,852
Financial liabilities:        
Amortized cost        
Accounts payable and accrued liabilities $ 2,798,889 $ 1,283,066
Lease liabilities $ 162,853 $ 203,754

 

Accounts payable and accrued liabilities include amounts due to and due from related parties (Note 13). The Company’s cash and cash equivalents, amounts receivable and accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments.

 

b)Management of financial risks

 

The Company's risk exposures arising from financial instruments and the impact on the Company's condensed consolidated interim financial statements are summarized below:

 

Credit risk

 

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. As at June 30, 2025, the Company was exposed to credit risk on its cash and cash equivalents and other receivables. The Company’s cash and cash equivalents are held with high credit quality financial institutions in Canada and as at June 30, 2025, management considers its exposure to credit risk to be low. The Company’s maximum exposure to credit risk is equal to the carrying amount of its cash and cash equivalents and other receivables.

 

Liquidity risk

 

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. The Company has aimed to manage liquidity risk by maintaining adequate cash and managing its capital and expenditures. At June 30, 2025, the Company had cash and cash equivalents of $39,554,591 and accounts payable and accrued liabilities of $2,798,889 with contractual maturities of less than one year. The Company’s ability to continue as a going concern is dependent on management’s ability to raise financing until such time that the Company is profitable. The Company manages its liquidity risk by forecasting cash flows from operations and investing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments. At June 30, 2025, the Company assessed its liquidity risk as moderate.

 

Market risk

 

The risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: foreign currency risk, interest rate risk and other price risk. The Company is not exposed to significant currency risk, interest rate risk or other price risk. There have been no changes to the Company’s market risk exposure since December 31, 2024.

 

 18 

 

 

GOLDSHORE RESOURCES INC.

Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2025 and 2024

(Unaudited, in Canadian Dollars)

 

15.   CAPITAL MANAGEMENT

 

The Company considers its capital structure to consist of shareholders’ equity. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Company’s management to sustain future development of the business.

 

The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is not subject to any externally imposed capital requirements. There were no changes to the Company’s approach to capital management during the six months ended June 30, 2025.

 

16.   SEGMENT DISCLOSURES

 

The Company operates in a single operating segment in the geographic location of Canada. All of the Company’s non-current assets are located in Canada.

 

17.   SUBSEQUENT EVENTS

 

On May 1, 2025, the Company entered into an agreement to repurchase 1.5% of a 2.5% NPI on the Moss Gold Project for a total purchase price of $1,590,000 through a combination of share consideration and cash payments over a term of 48-months. Subsequent to the reporting period, the Company completed an initial share issuance of 1,000,000 common shares on August 1, 2025.

 

On July 21, 2025, the Company exercised its purchase option with Wesdome of the 1.0% NSR on all metal production from the Moss Gold Project for $7,500,000, consisting of a $5,500,000 cash payment and the issuance of 3,333,333 common shares at a deemed price of $0.60 per common share.

 

On July 25, 2025, the Company amended the option agreement with Thunder Gold. Under the amended terms, the remaining required expenditures on the Vanguard Project were revised from $1,350,000 (due on or before July 28, 2025) to $4,989,000, which may now be incurred at any time, at the sole discretion of the Optionee, with no prescribed deadline. On July 28, 2025, the Company completed its final $100,000 cash payment and issued 500,000 common shares pursuant to the option agreement.

 

On July 29, 2025, 3,000,000 RSUs vested and were settled in equity and 1,085,336 stock options were cancelled unexercised.

 

 19