Exhibit 99.4

 

SUMMA SILVER CORP.

Condensed Consolidated Interim Financial Statements

For the nine months ended May 31, 2025 and 2024

(Expressed in Canadian Dollars - unaudited)

 

 

 

 

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

 

Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

 

The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.

 

The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor.

 

 

 

 

SUMMA SILVER CORP.

Condensed Consolidated Interim Statements of Financial Position

(Expressed in Canadian Dollars)

 

 

  

May 31, 2025

(unaudited)

   August 31, 2024 
ASSETS          
Current assets          
Cash and cash equivalents  $818,010   $587,106 
Receivables   23,251    13,203 
Loan receivable (Note 3)   -    341,596 
Prepaid expenses   137,855    426,554 
    979,116    1,368,459 
Non-current assets          
Restricted cash   218,339    214,102 
Prepaid expenses (Note 4)   44,026    43,172 
Exploration and evaluation assets (Note 4)   47,153,583    42,223,792 
TOTAL ASSETS  $48,395,064   $43,849,525 
LIABILITIES          
Current liabilities          
Accounts payable and accrued liabilities (Notes 5 and 8)  $323,207   $103,909 
SHAREHOLDERS’ EQUITY          
Share capital (Note 6)   55,538,965    49,937,928 
Reserve (Note 7)   6,629,139    6,126,873 
Accumulated other comprehensive loss   1,543,087    1,082,094 
Accumulated deficit   (15,639,334)   (13,401,279)
TOTAL SHAREHOLDERS’ EQUITY   48,071,857    43,745,616 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY  $48,395,064   $43,849,525 

 

Nature of operations and going concern (Note 1)

Subsequent events (Note 12)

 

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on July 28, 2025. They are signed on behalf of the Board of Directors by:

 

Brian Goss”   “Martin Bajic”
Director   Director

 

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

 

2

 

 

SUMMA SILVER CORP.

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss (Income)

(Expressed in Canadian Dollars - unaudited)

 

 

   For the Three Months Ended   For the Nine Months Ended 
  

May 31,

2025

   May 31,
2024
  

May 31,

2025

   May 31,
2024
 
EXPENSES                    
General and administrative costs  $73,259   $72,309   $174,723   $206,838 
Consulting fees (Note 8)   163,690    163,465    611,439    529,665 
Professional fees   191,314    152,789    326,763    231,534 
Shareholder information and marketing   203,470    75,011    594,493    193,992 
Investor relations and conferences   97,099    64,088    320,875    370,174 
Stock-based compensation (Notes 7 and 8)   326,244    17,979    613,406    609,866 
Travel   30,251    11,689    49,994    88,648 
Transfer agent, regulatory and listing fees   21,297    20,987    118,397    89,883 

OTHER ITEMS

   1,106,624    578,317    2,810,090    2,320,600 
Foreign exchange loss   (68,232)   (7,870)   (50,618)   (28,486)
Interest income   8,304    30,917    33,180    148,983 

NET LOSS FOR THE PERIOD

   1,166,552    555,270    2,827,528    2,200,103 
                     
Items that may be subsequently reclassified to profit or loss:                    

Foreign exchange (loss) gain on translation of foreign operations

   (1,683,544)   146,450    460,993    207,820 

COMPREHENSIVE LOSS FOR THE PERIOD

  $2,850,096   $408,820   $2,366,535   $1,992,283 

Basic and diluted loss per share for the period

  $(0.01)  $(0.01)  $(0.02)  $(0.02)
Weighted average number of common shares outstanding   122,157,175    104,844,533    118,017,893    102,960,435 

 

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

 

3

 

 

SUMMA SILVER CORP.

Condensed Consolidated Interim Statements of Cash Flows

(Expressed in Canadian Dollars - unaudited)

 

 

  

For the Nine Months Ended

 
   May 31, 2025   May 31, 2024 
Cash flows provided from (used in):          
OPERATING ACTIVITIES          
Net loss for the period  $(2,827,528)  $(2,200,103)
Adjustments for item not affecting cash:          
Stock-based compensation   613,406    609,866 
Interest income   (33,180)   (148,983)
Net changes in non-cash working capital items:          
Receivables   331,548    (315,501)
Prepaid expenses   287,845    212,805 
Accounts payable and accrued liabilities   185,426    103,222 
Net cash flows used in operating activities   (1,442,483)   (1,738,694)

INVESTING ACTIVITY

          
Exploration and evaluation assets   (4,399,670)   (3,595,800)
Net cash flows used in investing activity   (4,399,670)   (3,595,800)

FINANCING ACTIVITY

          
Proceeds from issuance of shares, net of costs   5,634,725    - 
Proceeds through at-the-market equity program   357,171    - 
Proceeds from options exercise   47,981    83,750 
Interest received   33,180    205,428 
Net cash flows provided from financing activity   6,073,057    289,178 

Net changed in cash and cash equivalents

   230,904    (5,045,316)
Cash and cash equivalents, beginning   587,106    6,997,894 

Cash and cash equivalents, ending

  $818,010   $1,952,578 

Non-cash transactions:

          
Common shares issued for exploration and evaluation property  $39,493   $4,112,350 
Exploration and evaluation expenditures included in accounts payable  $33,417   $4,189 
           
Cash and cash equivalents is comprised of:          
Cash held in bank accounts  $818,010   $1,952,578 

 

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

 

4

 

 

SUMMA SILVER CORP.

Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity

(Expressed in Canadian Dollars - unaudited)

 

 

   Number of shares   Amount   Reserve   Accumulated other comprehensive income   Accumulated deficit   Total 
Balance, August 31, 2023   95,723,700   $45,798,433   $5,547,953   $1,175,696   $(10,674,860)  $41,847,222 
Common shares issued on the exercise of stock options (Note 6)   125,000    96,750    (13,000)   -    -    83,750 
Common shares issued for exploration and evaluation assets (Notes 4 and 6)   9,018,875    4,113,850    -    -    -    4,113,850 
Fair value of expired options (Note 7)   -    -    (154,529)   -    154,529    - 
Share issuance costs (Note 6)   -    (1,500)   -    -    -    (1,500)
Stock-based compensation (Note 7)   -    -    609,866    -    -    609,866 
Net loss   -    -    -    -    (2,200,103)   (2,200,103)
Other comprehensive income   -    -    -    207,820    -    207,820 
Balance, May 31, 2024   104,867,575   $50,007,533   $5,990,290   $1,383,516   $(12,720,434)  $44,660,905 
                               
Balance, August 31, 2024   104,867,575   $49,937,928   $6,126,873   $1,082,094   $(13,401,279)  $43,745,616 
Common shares issued pursuant to financing (Note 6)   16,207,500    6,158,850    324,150    -    -    6,483,000 
Common shares issued pursuant to at-the-market equity program (Note 6)   890,500    357,171    -    -    -    357,171 
Common shares issued for exploration and evaluation assets (Notes 4 and 6)   112,324    39,493    -    -    -    39,493 
Common shares issued on the exercise of options (Note 6)   200,000    58,891    (10,910)   -    -    47,981 
Share issuance costs (Note 6)   -    (1,013,368)   165,093    -    -    (848,275)
Fair value of expired options and warrants (Note 7)   -    -    (589,473)   -    589,473    - 
Stock-based compensation (Note 7)   -    -    613,406    -    -    613,406 
Net loss   -    -    -    -    (2,827,528)   (2,827,528)
Other comprehensive income   -    -    -    460,993    -    460,993 
Balance, May 31, 2025   122,277,899   $55,538,965   $6,692,139   $1,543,087   $(15,639,334)  $48,071,857 

 

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

 

5

 

 

SUMMA SILVER CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended May 31, 2025

(Expressed in Canadian Dollars - unaudited)

 

 

1.NATURE OF OPERATIONS AND GOING CONCERN

 

Summa Silver Corp. (the “Company” or “Summa Silver”) was incorporated pursuant to the provisions of the British Columbia Business Corporations Act on March 7, 2018. The Company is in the business of mineral exploration. The Company’s registered office is located at Suite 918 – 1030 West Georgia Street, Vancouver, BC, V6E 2Y3. Summa Silver’s common shares are traded on the TSX Venture Exchange (the “Exchange”) under the symbol “SSVR”, the OTCQX under the symbol “SSVRF” and on the Frankfurt Stock Exchange under the symbol “48X”.

 

These condensed consolidated interim financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and settle its liabilities in the normal course of business. At May 31, 2025, the Company had cash of $818,010 (August 31, 2024 - $587,106) and its current assets exceed its current liabilities by $655,909 (August 31, 2024 - $1,264,550). The Company currently is not generating any revenues. It has incurred losses and negative cash flows from operations since inception and had an accumulated deficit of $15,639,334 as at May 31, 2025 (August 31, 2024 - $13,401,279). Whether and when the Company can obtain profitability and positive cash flows from operations is uncertain. These factors indicate the existence of a material uncertainty which may cast significant doubt on the ability of the Company to continue as a going concern.

 

The Company’s ability to continue its operations is dependent on its success in raising equity through share issuances, suitable debt financing and/or other financing arrangements. While the Company has been successful in raising equity in the past, there can be no guarantee that it will be able to raise sufficient funds to fund its exploration activities and general and administrative costs in the next twelve months and in the future. These condensed consolidated interim financial statements do not give effect to the required adjustments to the carrying amounts and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.

 

2.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 August 31, 2024 and have been consistently followed in the preparation of these condensed consolidated interim financial statements. In the current year, the Company has applied the amendment to IFRS Standards and Interpretations issued by the IASB that were effective for annual periods that begin on or after January 1, 2023.

 

These condensed consolidated interim financial statements were authorized for issuance by the Company’s Board of Directors and follow the same accounting policies and methods of computation as the most recent annual financial statements.

 

New accounting pronouncements

 

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.

 

6

 

 

SUMMA SILVER CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended May 31, 2025

(Expressed in Canadian Dollars - unaudited)

 

 

3.LOAN RECEIVABLE

 

The Company loaned $273,274 (US$200,000) on March 22, 2024, and a further $68,322 (US$50,000) on March 27, 2024, to an arms-length third party. The loan was unsecured, interest free, and was repaid on October 9, 2024.

 

4.EXPLORATION AND EVALUATION ASSETS

 

Costs incurred with respect to the properties are summarized below:

 

   Hughes Property   Mogollon Property   Staked Properties   Total 
Acquisition Costs                    
Balance, August 31, 2023  $2,011,941   $4,826,718   $-   $6,838,659 
Additions   -    4,433,354    -    4,433,354 
Balance, August 31, 2024   2,011,941    9,260,072    -    11,272,013 
Additions   -    378,712    77,101    455,813 
Balance, May 31, 2025  $2,011,941   $9,638,784   $77,101   $11,727,826 
                     
Deferred Exploration Costs                    
Balance, August 31, 2023   20,061,228    7,538,300    -    27,599,528 
Drilling   450,607    1,309,387    -    1,759,994 
Consulting (Note 8)   680,644    886,198    -    1,566,842 
Assays   32,637    17,662    -    50,299 
Permitting   -    55,522    -    55,522 
Currency translation adjustment   (59,664)   (20,742)   -    (80,406)
Balance, August 31, 2024  $21,165,452   $9,786,327   $-   $30,951,779 
Drilling   2,262,414    -    -    2,262,414 
Consulting (Note 8)   843,519    260,705    6,000    1,110,224 
Fuel   95,946    -    -    95,946 
Materials   172,520    -    -    172,520 
Resource estimate   112,966    115,608    -    228,574 
Currency translation adjustment   431,223    173,077    -    604,300 
Balance, May 31, 2025  $25,084,040   $10,335,717   $6,000   $35,425,757 
                     
Total                    
Balance, August 31, 2024  $23,177,393   $19,046,399   $-   $42,223,792 
Balance, May 31, 2025  $27,095,981   $19,974,501   $83,101   $47,153,583 

 

Hughes Property

 

The Company had an option agreement to acquire 100% of the Hughes property in exchange for US$400,000 in cash and US$400,000 in share payments payable in semi-annual instalments over a five-year period. There is an additional obligation to incur $1,500,000 of expenditures over the same five-year period ending March 8, 2025, which has been fulfilled. The property is subject to a 1% net smelter royalty which may be reduced to 0.5% for additional payments of US$4,000,000.

 

During the year ended August 31, 2022, the Company completed all remaining option payments to the vendor to earn a 100% interest in the property, subject to the 1% net smelter royalty.

 

Mogollon Property

 

On August 24, 2020 the Company signed a definitive agreement with Allegiant Gold Ltd. (“Allegiant”) to earn up to a 100% interest in the Mogollon silver-gold property. The Company may earn up to a 100% interest in two phases:

 

Phase I is an option to earn a 75% interest over three years for staged payments totaling US$350,000 in cash, US$1,450,000 of value in shares, and a final payment of US$1,000,000 which may be paid in cash or shares, at the election of the Company. Phase I also includes a US$3,000,000 work commitment on the property. During the year ended August 31, 2023, the Company completed the obligations of Phase I of the earn-in agreement.
After the 75% earn in, the Company can elect to either form a 75/25 joint venture with Allegiant or purchase the remaining 25% interest for US$3,000,000 in cash or shares. On November 1, 2023, the Company issued 8,912,884 shares with a fair value of $4,077,300 (US$3,000,000) to Allegiant (Note 6).

 

As of May 31, 2025, the Company had completed all remaining option payments to the vendor to earn a 100% interest in the property.

 

7

 

 

SUMMA SILVER CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended May 31, 2025

(Expressed in Canadian Dollars - unaudited)

 

 

4.EXPLORATION AND EVALUATION ASSETS (continued)

 

Additionally, the Company has mining lease agreements on the Mogollon property with certain lessors, which were renegotiated on September 20, 2021. The payment terms of the mining lease agreements are as follows:

 

$82,240 (US$63,042) on signing of the amended agreement (paid);
An additional USD$99,067 on or before the 12-month anniversary, and each successive anniversary thereafter. Of the annual payments, as much as 75% may be paid in shares at least six months prior to the anniversary date, at the option of the Company. During the year ended August 31, 2024, the Company made cash payments to these lessors of $91,650 (US$67,771). During the nine months ended May 31, 2025, the Company had made cash payments to these lessors of $130,059 (US$88,565).

 

The Company has an additional lease agreement on the Mogollon property which was initially negotiated on April 9, 2019. Pursuant to this lease, the Company owes an annual base payment of USD$10,000, which is adjusted to an amount equal to the change in the Production Price Index for industrial commodities as published by the United State Bureau of Labour Statistics on each anniversary. During the year ended August 31, 2024, the Company paid $20,569 (US$15,093) and issued 105,991 common shares with a fair value of $36,550. During the nine months ended May 31, 2025, the Company issued 112,324 common shares with a fair value of $39,493 (Note 6).

 

The Company will also be subject to a production royalty on certain portions of the property of 4%. Portions of this royalty area may be bought down to 2% for staged payments of USD$3,000,000.

 

On November 22, 2021, the Company signed an additional option agreement to earn a 100% interest in two patented mining claims (the “Patents”) covering the Eberle Mine immediately adjacent to the Mogollon property. The Company may earn a 100% interest in the Patents by making cash payments totaling US$700,000 over four years as follows:

 

$128,884 (US$100,000) on signing of the option agreement (paid);
An additional $199,320 (US$150,000) on or before the 12-month anniversary (paid during the year ended August 31, 2023);
An additional $207,285 (US$150,000) on or before the 24-month anniversary (paid during the year ended August 31, 2024);
An additional $209,160 (USD$150,000) on or before the 36-month anniversary (paid during the nine months ended May 31, 2025); and
An additional USD$150,000 on or before the 48-month anniversary.

 

After completion of the payments with respect to the Eberle Mine, the Company will not be subject to any underlying royalties or other encumbrances.

 

Staked Properties

 

During the nine months ended May 31, 2025, the Company staked new properties in Nevada for a total cost of $77,101.

 

As at May 31, 2025, the Company had long-term prepaid expenses of $44,026 (August 31, 2024 - $43,172) which relate to a bond payment.

 

5.ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

At May 31, 2025 and August 31, 2024, the Company’s accounts payable and accrued liabilities are comprised of the following:

 

   May 31, 2025   August 31, 2024 
Accounts payable (Note 8)  $137,056   $26,892 
Accrued liabilities (Note 8)   186,151    77,107 
Total  $323,207   $103,909 

 

8

 

 

SUMMA SILVER CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended May 31, 2025

(Expressed in Canadian Dollars - unaudited)

 

 

6.SHARE CAPITAL

 

a)Authorized

 

Unlimited number of common shares without par value.

 

b)Issued

 

For the nine months ended May 31, 2025:

 

As at May 31, 2025, the Company had 122,277,899 (August 31, 2024 – 104,867,575) common shares issued and outstanding.

 

During the nine months ended May 31, 2025, the Company sold 890,500 common shares at a weighted average sale price of $0.40 for gross proceeds of $357,171 pursuant to its at-the-market equity distribution program. Share issuance costs of $32,476 were incurred in relation to the issuance.

 

On November 1, 2024, the Company completed a brokered private placement of 16,207,500 units at a price of $0.40 per unit for aggregate gross proceeds of $6,483,000. Each unit is comprised of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant shall be exercisable to acquire one common share at a price of $0.55 per common share until November 1, 2026. The warrants were ascribed a fair value of $324,150 under the residual method.

 

In connection with the private placement, the Company paid the agents a cash commission of $399,525 and issued 998,813 broker warrants with a fair value of $135,554. In addition, the agents received an advisory fee of $20,340, 45,000 advisory broker warrants with a fair value of $6,107 and incurred other share issuance costs of $81,054. The Company additionally paid a cash fee of $69,062 and granted and additional 172,655 broker warrants with a fair value of $23,432 to an eligible arm’s length finder. The broker warrants are exercisable to acquire one common share at a price of $0.40 per common share at any time on or before November 1, 2026. The Company also incurred other share issuance costs of $205,288.

 

On February 12, 2025, 200,000 options were exercised into common shares for gross proceeds of $47,981.

 

On March 20, 2025, the Company issued 112,324 common shares with a fair value of $39,493 pursuant to the amended mining lease agreements on the Mogollon Property (Note 4).

 

Subsequent to May 31, 2025, the Company completed a brokered offering of subscription receipts for aggregate gross proceeds of $6,900,00 (Note 12). The Company incurred share issuance costs of $40,530 during the quarter ended May 31, 2025, in connection with this offering.

 

For the nine months ended May 31, 2024:

 

During the nine months ended May 31, 2024, the Company issued 125,000 common shares in connection with the exercise of stock options, for gross proceeds of $83,750.

 

On November 1, 2023, the Company issued 8,912,884 common shares with a fair value of $4,077,300 in connection with the mining lease agreements on the Mogollon property (Note 4). Share issuance costs of $1,500 were incurred in relation to the issuance.

 

On March 20, 2024, the Company issued 105,991 common shares with a fair value of $36,550 pursuant to the amended mining lease agreements on the Mogollon Property (Note 4).

 

7.OPTIONS AND WARRANTS

 

  a) Options

 

The Black-Scholes Option Pricing Model inputs for options granted during the nine months ended May 31, 2025 and 2024, are as follows:

 

Grant Date  Expiry Date  Exercise Price  

Risk-Free Interest

Rate

   Expected Life  Volatility Factor   Dividend Yield   Fair Value 
January 24, 2025  January
24, 2030
  $0.40    2.98%  5 years   92%   0   $0.26 
December 6, 2023  December 6, 2028  $0.62    3.40%  5 years   97%   0   $0.41 

 

9

 

 

SUMMA SILVER CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended May 31, 2025

(Expressed in Canadian Dollars - unaudited)

 

 

7.OPTIONS AND WARRANTS (continued)

 

Total stock-based compensation recognized during the three and nine months ended May 31, 2025 was $326,244 and $613,406, respectively (2024 - $17,979 and $609,866, respectively) for options that vested.

 

The Company has a stock option plan whereby a maximum of 10% of the issued and outstanding common shares of the Company may be reserved for issuance pursuant to the exercise of stock options. The terms of the options granted are fixed by the Board of Directors and are not to exceed ten years. The exercise price of options are determined by the Board of Directors but shall not be less than the closing price of the Company’s common shares on the day preceding the option grant date, less any discount permitted by the Exchange. Options granted under the plan may vest immediately on grant, or over a period as determined by the Board of Directors or, in respect of options granted for investor relations services, as prescribed by Exchange policy.

 

A continuity schedule of the Company’s outstanding stock options for the nine months ended May 31, 2025 and 2024 are as follows:

 

   May 31, 2025   May 31, 2024 
  

 

Number outstanding

   Weighted average exercise price  

 

Number outstanding

   Weighted average exercise price 
Outstanding, beginning of period   9,847,500   $0.80    7,957,500   $0.86 
Granted   2,400,000    0.40    2,305,000    0.62 
Exercised   (200,000)   0.25    (125,000)   0.67 
Forfeited and expired   (1,800,000)   0.30    (290,000)   1.00 
Outstanding, end of period   10,247,500   $0.81    9,847,500   $0.80 
Exercisable, end of period   7,420,000   $0.93    8,118,750   $0.66 

 

During the nine months ended May 31, 2025, 125,000 stock options were forfeited and 1,675,000 stock options expired. The forfeited options had a fair value of $36,830 which was reversed through stock-based compensation expense, while the expired options had a fair value of $135,825 which was reclassified to deficit (2024 - $154,529).

 

At May 31, 2025, the Company had outstanding stock options exercisable to acquire common shares of the Company as follows:

 

Expiry date  Options outstanding   Exercise Price   Remaining contractual life (in years) 
June 9, 2025   300,000   $0.50    0.02 
June 30, 2025   100,000   $0.92    0.08 
October 13, 2025   2,035,000   $1.41    0.37 
March 25, 2026   200,000   $1.09    0.82 
January 7, 2027   1,352,500   $0.94    1.61 
June 14, 2027   200,000   $0.74    2.04 
February 1, 2028   1,605,000   $0.80    2.67 
December 6, 2028   2,055,000   $0.62    3.52 
January 24, 2025   2,400,000   $0.40    4.65 

 

b)Warrants

 

As of May 31, 2025, the Company had 16,504,598 (August 31, 2024 – 14,350,158) warrants outstanding.

 

The fair value of the broker warrants issued during the nine months ended May 31, 2025 was estimated at the date of issuance using the Black-Scholes Option Pricing Model using the following assumptions:

 

Grant Date  Expiry Date  Exercise Price  

 

Risk-Free Interest

Rate

   Expected Life  Volatility Factor   Dividend Yield   Fair Value 
November 1, 2024  November 1, 2026  $0.40    3.09%  2 years   72%   0   $0.14 

 

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SUMMA SILVER CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended May 31, 2025

(Expressed in Canadian Dollars - unaudited)

 

 

7.OPTIONS AND WARRANTS (continued)

 

A continuity schedule of the Company’s outstanding common share purchase warrants for the nine months ended May 31, 2025 and 2024 are as follows:

 

   May 31, 2025   May 31, 2024 
  

 

Number outstanding

   Weighted average exercise price  

 

Number outstanding

   Weighted average exercise price 
Outstanding, beginning of period   14,350,158   $1.16    19,434,158   $1.32 
Issued   9,320,218    0.53    -    - 
Expired   (7,165,778)   1.17    (5,084,000)   1.75 
Outstanding, end of period   16,504,598   $0.80    14,350,158   $1.16 

 

The expired warrants during the nine months ended May 31, 2025, had a fair value of $453,648 which was reclassified to deficit during the period (2024 - $Nil).

 

At May 31, 2025, the Company had outstanding common share purchase warrants exercisable to acquire common shares of the Company as follows:

 

 

 

Expiry Date

 

 

Warrants

outstanding

  

 

Exercise Price

  

Remaining contractual life

(in years)

 
December 29, 2025   6,445,187   $1.20    0.58 
December 29, 2025   773,423   $0.80    0.58 
November 1, 2026   8,103,750   $0.55    1.48 
November 1, 2026   1,182,238   $0.40    1.48 

 

8.RELATED PARTY TRANSACTIONS

 

The Company’s related parties consist of its key management personnel, including its directors and officers.

 

During the normal course of business, the Company enters into transactions with its related parties that are considered to be arm’s length transactions and made at normal market prices and on normal commercial terms.

 

(a)Key management compensation for the three and nine months ended May 31, 2025 and 2024 was as follows:

 

   For the Three Months Ended   For the Nine Months Ended 
  

May 31, 2025

  

May 31, 2024

  

May 31, 2025

  

May 31, 2024

 
Consulting fees  $73,931   $73,931   $321,794   $336,794 
Stock-based compensation  $189,357   $145,047   $390,416   $371,006 
Fees capitalized in E&E assets  $49,565   $74,208   $252,813   $293,565 

 

(b)As at May 31, 2025, the Company had $10,687 (August 31, 2024 - $5,319) owing to related parties, which is included in accounts payable and accrued liabilities (Note 5).

 

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SUMMA SILVER CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended May 31, 2025

(Expressed in Canadian Dollars - unaudited)

 

 

9.FINANCIAL INSTRUMENTS

 

a)Categories of financial instruments and fair value measurements

 

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

 

   May 31, 2025   August 31, 2024 
Financial assets:        
Fair value through profit or loss          
Cash and cash equivalents  $818,010   $587,106 
           
At amortized cost          
Receivables  $23,251   $13,203 
Loan receivable  $-   $341,596 

 

Financial liabilities:

          
At amortized cost          
Accounts payable  $137,056   $26,892 

 

The amount of accounts payable includes amounts due to related parties (Note 8).

 

The fair values of the Company’s cash and cash equivalents, receivable, loan receivable and accounts payable approximate their carrying amounts due to the short-term nature of these instruments.

 

b)Management of financial risks

 

The Company’s financial instruments expose the Company to certain financial risks, including credit risk, liquidity risk, interest rate risk and foreign currency risk.

 

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. At May 31, 2025, the Company was exposed to credit risk on its cash and receivables.

 

The Company’s cash is held with a high credit quality financial institution in Canada and as at May 31, 2025, management considers its exposure to credit risk on its cash to be low. The Company’s receivables consists of GST receivable from the Government of Canada and as such the risk is assessed as low.

 

Liquidity risk

 

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. The Company manages liquidity risk by maintaining adequate cash and managing its capital and expenditures. At May 31, 2025, the Company had cash and cash equivalents of $818,010 (August 31, 2024 - $587,106) and accounts payable and accrued liabilities of $323,207 (August 31, 2024 - $103,909) with contractual maturities of less than one year. The Company assessed its liquidity risk as moderate as at May 31, 2025.

 

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. The Company’s financial assets and financial liabilities are not exposed to interest rate risk due to their short-term nature and maturity. The Company is not exposed to interest rate risk at May 31, 2025.

 

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SUMMA SILVER CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended May 31, 2025

(Expressed in Canadian Dollars - unaudited)

 

 

9.FINANCIAL INSTRUMENTS (continued)

 

Foreign currency risk

 

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign currency risk to the extent that it has monetary assets and liabilities denominated in foreign currencies. As at May 31, 2025, the Company is exposed to foreign currency risk as it has cash, prepaid expenses, and accounts payable denominated in US Dollars, as follows:

 

   May 31, 2025   August 31, 2024 
Cash  $543,883   $170,113 
Prepaid expenses   32,000    32,000 
Loan receivable   -    250,000 
Accounts payable   (70,195)   (2,306)
Net exposure  $505,688   $449,807 
Canadian dollar equivalent  $695,725   $606,835 

 

As of May 31, 2025, a 5% change in the exchange rate between US dollars and Canadian dollars would impact the Company’s net assets by $34,786 (August 31, 2024 - $30,342). The Company assessed its foreign currency risk as moderate as of May 31, 2025.

 

10.SEGMENTED INFORMATION

 

The Company is organized into business units based on exploration and evaluation assets and has four reportable operating segments, being that of acquisition and exploration and evaluation activities at the Hughes property in Nevada, the Mogollon property in New Mexico, other staked properties, and its corporate headquarters located in Canada. The Company is in the exploration stage and has no reportable segment revenues or operating results. The Company’s total assets are segmented geographically as follows:

 

   Hughes Property   Mogollan Property   Staked Properties   Corporate   Total 
As at August 31, 2024                         
Current assets  $27,678   $-   $-   $1,340,781   $1,368,459 
Restricted cash   -    -    -    214,102    214,102 
Prepaid expenses – long term   -    43,172    -    -    43,172 
Exploration and evaluation assets   23,177,393    19,046,399    -    -    42,223,792 
   $23,205,071   $19,089,571   $-   $1,554,883   $43,849,525 
                          
As at May 31, 2025                         
Current assets  $46,639   $-   $-   $932,477   $979,116 
Restricted cash   -    -    -    218,339    218,339 
Prepaid expenses – long term   -    44,026    -    -    44,026 
Exploration and evaluation assets   27,095,981    19,974,501    83,101    -    47,153,583 
   $27,142,620   $20,018,527   $83,101   $1,150,816   $48,395,064 

 

11.MANAGEMENT OF CAPITAL

 

The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to continue its business and maintain a flexible capital structure, which optimizes the costs of capital at an acceptable risk. The Company’s capital includes the components of its shareholders’ equity.

 

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its underlying assets. To maintain or adjust its capital structure, the Company may issue new shares, issue new debt, acquire or dispose of assets, or adjust the amount of cash. In order to preserve cash, the Company does not pay any dividends.

 

13

 

 

SUMMA SILVER CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended May 31, 2025

(Expressed in Canadian Dollars - unaudited)

 

 

11.MANAGEMENT OF CAPITAL (continued)

 

The Company is not subject to any externally imposed capital requirements. The Company did not change their capital management approach during the nine months ended May 31, 2025. The Company’s ability to continue its operations is dependent on its success in raising equity through share issuances, suitable debt and/or other financing arrangements.

 

12.SUBSEQUENT EVENTS

 

On May 13, 2025, the Company announced that it had entered into a definitive arrangement agreement with Silver47 Exploration Corp. (“Silver47”) for a merger, pursuant to which Silver47 and the Company will combine (the “Transaction”) by way of a court-approved plan of arrangement.

 

Under the terms of the Transaction, Summa shareholders will receive 0.452 common shares of Silver47 in exchange for each Summa common share (the “Exchange Ratio”).

 

The Transaction is subject to approval of the TSX Venture Exchange and the satisfaction of certain other customary closing conditions.

 

On June 17, 2025, the Company and Silver47 announced the closing of a brokered offering of subscription receipts of Summa at a price of $0.25 per subscription receipt for aggregate gross proceeds of $6,900,000. The offering was completed in connection with Silver47 and the Company completing the Transaction, as discussed above. Each subscription receipt will entitle the holder, without payment of any additional consideration and without further action on the part of the holder, upon the satisfaction of certain escrow release conditions to receive one unit of Summa (a “Unit”). Each Unit will consist of one common share of Summa and one-half of one common share purchase warrant (each whole warrant, a “Summa Warrant”). Following the completion of the Transaction, each Summa Warrant will entitle the holder to purchase one common share of Silver47 Share (a “Warrant Share”) at a post-Exchange Ratio adjustment exercise price of $0.7964 per Warrant Share until the date that is 24 months following the satisfaction or waiver of the escrow release conditions.

 

In connection with the offering, Summa paid to the agents a cash commission of $369,150 and issued to the agents 1,476,000 broker warrants. In addition, the agents received an advisory fee of $37,000 plus tax and 148,000 advisory broker warrants on the same terms as the broker warrants. Each broker warrant entitles the holder to acquire following closing of the Transaction one Silver47 Share at a post-Exchange ratio adjustment exercise price of $0.5531 per Silver47 Share for a period of 24 months following the waiver of the Escrow Release Conditions.

 

14