Exhibit 99.39

 

 

 

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

 

(Unaudited)

(Expressed in thousands of United States Dollars)

 

 
 

 

GUNNISON COPPER CORP. (Formerly Excelsior Mining Corp.)
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(Expressed in thousands of United States dollars)

 

   Note  June 30, 2025   December 31, 2024 
ASSETS             
              
Current Assets             
Cash and cash equivalents     $17,266   $8,249 
Marketable securities      124    91 
Amounts receivable      141    117 
Due from Nuton  8   -    4,747 
Prepaid expenses      1,726    377 
Inventory  3   5,132    2,108 
       24,389    15,689 
              
Property, plant and equipment  4   187,838    111,910 
Restricted cash  5   10,564    10,333 
Total Assets     $222,791   $137,932 
              
LIABILITIES AND EQUITY             
              
Current liabilities             
Accounts payable and accrued liabilities  6  $2,626   $3,735 
Accounts payable and accrued liabilities - Nuton  7   23,991    11,595 
Amounts due to related parties  14   144    145 
Nuton stage 2 payable  8   66,314    14,975 
Nuton deferred income and revenue  8   10,584    1,661 
Insurance liabilities      123    138 
Derivative liabilities  9, 13   7,546    2,609 
Interest on debentures  12   -    600 
Debt  11   13,550    3,090 
       124,878    38,548 
              
Accounts payable and accrued liabilities  6   68    124 
Debentures  12   5,870    4,708 
Debt  11   -    11,357 
Nuton stage 2 payable  8   32,523    23,448 
Nuton deferred income and revenue  8   17,469    9,959 
Derivative liabilities  9   69,834    56,774 
Asset retirement obligation  10   16,014    14,916 
Total liabilities      266,656    159,834 
              
Equity             
Capital Stock  13   116,135    112,828 
Other equity reserves  13   14,641    14,532 
Deficit      (173,812)   (148,433)
Accumulated other comprehensive loss      (829)  $(829)
Total Equity      (43,865)   (21,902)
              
Total Liabilities and equity     $222,791   $137,932 

 

See note 1 - Nature of Operations and Going Concern

 

Approved on August 13, 2025 on behalf of the Board of Directors:

 

/signed/   /signed/
Jason Howe   Fred DuVal
Chair of the Audit Committee   Director

 

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

 

2
 

 

GUNNISON COPPER CORP. (Formerly Excelsior Mining Corp.)
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Expressed in thousands of United States dollars, except for shares and per share amounts)

 

      Three months ended
June 30,
   Six months ended
June 30,
 
   Note  2025   2024   2025   2024 
Revenue                       
Copper Revenue     $-   $(613)  $(406)  $(952)
Cost of sales  14   (276)   1,191    1,050    2,780 
Loss from mine operations     $(276)  $578    644    1 ,828 
                        
Operating Expenses                       
Evaluation and permitting      962    55    982    119 
Office and administration      40    91    146    288 
Professional fees      179    124    272    264 
Directors and officers fees      (29)   381    393    816 
Investor relations      72    32    220    94 
Share-based compensation  13   39    70    109    170 
Regulatory fees      22    5    38    21 
Depreciation      56    24    96    66 
Total Operating Expenses      1,341   $782    2,256    1,838 
                        
Other Items                       
Loss (gain) on derivative at fair value  9   (1,254)   12,789    17,397    20,825 
Financing expense  16   1,108    1,125    2,170    2,172 
Interest income      (415)   (41)   (576)   (89)
(Gain) loss on foreign exchange      423    (1)   413    (1)
Fair value loss on Nuton Stage 2 payable      3,377    -    5,156    - 
Gain on Extinguishment of Debt  11   (621)   -    (1,126)   - 
Other income      (737)   (111)   (955)   (312)
Total Other Items      1,881   $13,761    22,479    22,595 
                        
Loss and comprehensive loss for the period     $2,946   $15,121   $25,379   $26,261 
                        
Loss per common share:                       
Basic and Diluted     $0.01   $0.05   $0.08   $0.08 
Weighted average number of common shares outstanding:                       
Basic and Diluted  13   332,586,774    315,415,858    332,586,774    315,415,858 

 

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

 

3
 

 

GUNNISON COPPER CORP. (Formerly Excelsior Mining Corp.)
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(Expressed in thousands of United States dollars, except for shares and per share amounts)

 

      Six months ended
June 30,
 
   Note  2025   2024 
CASH FLOWS RELATED TO OPERATING ACTIVITIES             
Loss for the year     $(25,379)  $(26,261)
Items not affecting cash:             
Loss on derivative at fair value  9,13   17,997    20,825 
Depreciation      111    97 
Accretion of asset retirement obligation      422    317 
Share-based compensation  13   109    177 
Financing expense  11,12   656    619 
Gain on marketable securities      (33)   (47)
Gain on disposal      -    (10)
Gain on foreign exchange      -    (1)
Deferred income      (947)   (102)
Gain on extinguishment of debt      (1,126)   - 
Fair value movement on Nuton Stage 2 payable      5,156    - 
Fair Value Movement on Conversion Option      341    - 
              
Non-cash working capital item changes:             
Receivables      (24)   23 
Nuton receivables  8   -    (982)
Prepaid expenses      (1,349)   (107)
Inventory      (3,024)   (48)
Accounts payable and accrued liabilities      (1,165)   99 
Amounts due to related parties      (1)   - 
Insurance liabilities      (15)   154 
Net cash used by operating activities      (8,271)   (5,247)
CASH FLOWS RELATED TO INVESTING ACTIVITIES             
Purchase of property, plant and equipment      (252)   - 
Restricted cash      (231)   - 
Nuton stage 1 funds received      -    6,030 
Nuton stage 1 project expenditure      -    (1,284)
Nuton stage 2 project expenditure  8   (58,474)   - 
Net cash provided (used) by investing activities      (58,957)   4,746 
CASH FLOWS RELATED TO FINANCING ACTIVITIES             
Proceeds from share issuance      3,654    - 
Share issuance costs  13   (285)   - 
Nuton stage 2 funds received  8   70,144    - 
Nuton Gunnison Sulfide Viability stage 1 funds received      3,000    - 
Nebari principal payments      (206)   (206)
Net cash (used) provided by financing activities      76,307    (206)
              
Net change in cash and cash equivalents      9,079    (707)
              
Effect of foreign exchange on cash and cash equivalents      (62)   1 
              
Cash and cash equivalents, beginning of year      8,249    6,113 
              
Cash and cash equivalents, end of period     $17,266   $5,407 
              
Supplemental cash flow disclosures:             
Interest paid     $1,084   $1,224 

 

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

 

4
 

 

GUNNISON COPPER CORP. (Formerly Excelsior Mining Corp.)
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Expressed in thousands of United States dollars, except for shares and per share amounts)

 

   Capital Stock                 
  

Number of

Common

shares

   Amount  

Other

Equity

Reserves

   Deficit  

Accumulated

Other

Comprehensive

Loss

   Total 
Balance, December 31, 2023   315,415,858   $112,828   $14,205   $(156,927)  $     (829)   (30,723)
Share-based compensation   -    -    177    -    -    177 
Loss for the period   -    -    -    (26,261)   -    (26,261)
Balance, June 30, 2024   315,415,858   $112,828   $14,382   $(183,188)  $(829)  $(56,807)
                               
Balance, December 31, 2024   315,415,858   $112,828   $14,532   $(148,433)  $(829)  $(21,902)
Stock issuance (note 13)   17,170,916    3,592    -    -    -    3,592 
Share issuance costs (note 13)   -    (285)   -    -    -    (285)
Share-based compensation   -    -    109    -    -    109 
Loss for the period   -    -    -    (25,379)   -    (25,379)
Balance, June 30, 2025   332,586,774   $116,135   $14,641   $(173,812)  $(829)  $(43,865)

 

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

 

5
 

 

GUNNISON COPPER CORP. (Formerly Excelsior Mining Corp.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Expressed in thousands of United States dollars)

 

1. NATURE OF OPERATIONS AND GOING CONCERN

 

Gunnison Copper Corp. (formerly Excelsior Mining Corp.) (“Gunnison” or the “Company”) was incorporated under the laws of the Province of British Columbia, Canada on June 9, 2005 and trades on the Toronto Stock Exchange under the symbol “GCU”. The address of the Company’s registered office is Suite 2400, 1055 West Georgia Street, Vancouver, BC, Canada V6E 3P3.

 

The principal business of Gunnison is the acquisition, exploration and development of copper mineral properties and the construction and operation of copper mines in Arizona, USA. The Company is focused on the development of the Gunnison Copper Project which is designed to be a large-scale open pit operation producing finished copper cathodes. In addition, Gunnison is also undertaking leachpad construction to allow for the expansion and restart of the Johnson Camp Mine (“JCM”) in partnership with Nuton LLC (“Nuton”), a Rio Tinto Venture, to demonstrate the use of its sulfide copper heap leaching technology (“Nuton Technologies”). Cash flow generated from the Johnson Camp Mine, after payback of construction and start-up costs, will be used to support the development of the Gunnison project.

 

Going concern

 

These consolidated interim financial statements have been prepared on the going-concern basis, which assumes that the Company will be able to realize its assets and liabilities in the normal course of business as they come due in the foreseeable future.

 

During the six month period ended June 30, 2025, the Company incurred a net loss of $25,379 that included a non-cash loss on the Triple Flag stream derivative of $17,181. At June 30, 2025, the company had negative working capital (current assets less current liabilities) of ($100,489), including a cash and cash equivalents balance of $17,266. The working capital includes $102,799 in current liabilities and nil in accounts receivable that are funded by Nuton. The net amount funded by Nuton is only repayable from the sale of copper produced at the Johnson Camp Mine. In addition, working capital includes $6,730 in current liabilities that represents the value of JCM copper deliverable to Triple Flag under the stream agreement. If no copper was produced at the Johnson Camp Mine, the amount deliverable to Triple Flag would not be payable by the Company. As a result, neither the Nuton or Triple Flag related working capital amounts can impact the Company’s immediate ability to continue as a going concern. Finally, the Nebari debt of $13,550 has been classified as current based on the maturity date of June 30, 2026 (refer to Note 11).

 

Pursuant to the Stream Agreement, the Company is required to maintain a leverage ratio of 3.5:1.0. The leverage ratio is calculated as the ratio of indebtedness of the Company to net income (adjusted for certain items). On November 30, 2023, the Company and Triple Flag executed an amendment to the Stream Agreement which suspends the applicability of the leverage until June 30, 2026 (the “Leverage Ratio Grace Period”) to accommodate the extension of the Nebari loan due date.

 

On May 21, 2024, the Company received a $5,000 payment from Nuton as a result of its election to proceed with the Stage 2 Work Program (Note 8). Since May 15, 2024, the Company has received an additional $100,096 from Nuton for costs associated with the Stage 2 Work Program, the goal of which is to resume mining at JCM using the Nuton copper heap leaching technologies. Progress on Nuton Stage 2 construction is continuing with further funding from Nuton for the Stage 2 Work Program expected through 2030.

 

On March 13, 2025, the Company received $3,000 from Nuton for a Stage 1 viability testing program of Nuton Technologies on sulfide mineralization at the Gunnison Open Pit (the “Stage 1 Gunnison Program”). The Stage 1 Gunnison Program will involve the collection and testing of samples from drill core from the Gunnison Copper Project. The samples will be analyzed by Nuton for the purpose of determining the suitability of the Gunnison Copper Project with Nuton Technologies.

 

6
 

 

GUNNISON COPPER CORP. (Formerly Excelsior Mining Corp.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Expressed in thousands of United States dollars)

 

On April 7, 2025, the Company closed a non-brokered private placement (the “2025 Offering”) for aggregate gross proceeds of CAD$5.15 million through the issuance of 17,170,916 units (the “2025 Units”), with each 2025 Unit consisting of one common share and one-half of one common share purchase warrant (each full common share purchase warrant, a “2025 Warrant”) at a price of CAD$0.30 per 2025 Unit. Each full 2025 Warrant shall entitle the holder thereof to acquire one additional common share at a price of CAD$0.45 for a period of twenty-four (24) months from the closing date of the 2025 Offering.

 

On April 17, 2025, the Company received $45,224 in funding from Nuton for upcoming Stage 2 construction costs.

 

On April 24, 2025, the Company entered into a Second Amended and Restated Credit Agreement (the “Second ARCA”) that amends the outstanding loan agreement with Nebari. The Second ARCA provides for, amongst other matters, a suspension of principal amortization from February 1, 2025 until January 1, 2026, provide for potential partial conversion to equity of up to US$6.25 million of the principal amount at a price equal to US$0.2097 (converted from Cdn$0.30), and provide for a mechanism to repay a portion of the principal amount of the loan agreement with proceeds expected to be received from sale of the previously announced 48C tax credits and through a potential refinancing process and provide for an extension of the maturity date (the “Nebari Amendments”). The Company is required to maintain a $1,000 minimum cash balance (net of cash provided by Nuton for the Stage 2 Work Program), as a covenant condition to the Nebari Natural Resources Credit Fund I LLP (“Nebari”) outstanding debt (Note 11). The Company is in compliance with the covenants as at June 30, 2025.

 

Excluding further funding from Nuton for the Stage 2 work program, the expected 48C funding and the refinancing of the Second ARCA, prior to June 2026, the Company’s cash flow projection indicates the potential to default at the maturity date in June 2026 unless additional financing is obtained. If there is a default, the Second ARCA allows a 60-day cure period. As a result, there remain conditions that represent a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. Refer to Note 11: Debt for further details.

 

Nuton and Gunnison will work within the parameters of the Tax Partnership Agreement to potentially allow for a portion of realized cash proceeds from the sale of 48C tax credits to be distributed to Gunnison to retire a significant portion, or all of, the Nebari debt, which will benefit the Stage 2 Work Program by reducing Gunnison’s debt service obligations. The receipt of the 48C tax credit is subject to Certification as outlined in IRS Notice 2023-44. There is no certainty that the conditions to the receipt of the 48C tax credit will be satisfied.

 

The Company has been successful in obtaining significant equity and other financings since inception and intends to continue financing its future requirements through future mining of the existing JCM pits and a combination of equity, debt, or other arrangements, including the funding provided by Nuton. However, there can be no assurance that the Company will be able to obtain the necessary financing. The Condensed Consolidated Interim Financial Statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern. These adjustments could be material.

 

2. BASIS OF PRESENTATION AND SUMMARY OF MATERIAL ACCOUNTING POLICIES

 

a. Statement of compliance

 

The Company prepares the annual consolidated financial statements in accordance with International Financial Reporting Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”). These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting.

 

7
 

 

GUNNISON COPPER CORP. (Formerly Excelsior Mining Corp.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Expressed in thousands of United States dollars)

 

These condensed consolidated interim financial statements do not include all the information and note disclosures required by IFRS Accounting Standards for annual financial statements and should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2024.

 

The accounting policies applied in the preparation of these condensed interim consolidated financial statements are consistent with those applied and disclosed in the Company’s audited consolidated financial statements for the year ended December 31, 2024.

 

All dollar figures are expressed in United States dollars unless otherwise indicated. Canadian dollars are expressed as “CAD$”.

 

b. Estimation uncertainty and judgments in applying the Company’s accounting policies

 

The preparation of the condensed consolidated financial statements in conformity with IFRS Accounting Standards requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, shareholders’ equity, and the disclosure of contingent assets and liabilities, as at the date of the financial statements, and expenses for the periods reported. A summary of the Company’s critical estimates and judgments is provided in Note 2, Basis of Presentation and Summary of Material Accounting Policies, of the audited consolidated financial statements for the year ended December 31, 2024 and 2023.

 

3. INVENTORY

 

The summary for inventory as at June 30, 2025, and December 31, 2024 are summarized below.

 

   June 30, 2025   December 31, 2024 
Materials & Supplies  $2,421   $1,530 
Copper in solution   125    105 
Finished goods   123    473 
Stockpile ore   2,463    - 
   $5,132   $2,108 

 

8
 

 

GUNNISON COPPER CORP. (Formerly Excelsior Mining Corp.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Expressed in thousands of United States dollars)

 

4. PROPERTY, PLANT AND EQUIPMENT

 

   Land & Mineral Properties   Plant   Vehicles & Mobile Equipment   Office Equipment & Capitalized Leases   Gunnison Construction in Progress   Johnson Camp Mine Construction in Progress   Total 
Cost                                   
At January 1, 2024   14,003    12,242    584    993    44,933    34,536    107,291 
Transfers   -    -    -    -    (848)   848    - 
Additions   -    -    -    25    -    38,329    38,354 
Mining   -    -    -    358    -    -    358 
Change in Asset Retirement Obligation Estimate   6,288    -    -    -    -    -    6,288 
Land Options   1,000    -    -    -    -    -    1,000 
Impairment   (11,316)   -    -    -    (27,641)   -    (38,957)
Disposals   -    -    -    (10)   -    -    (10)
At December 31, 2024   9,975    12,242    584    1,366    16,444    73,713    114,324 
                                    
Accumulated Depreciation                                   
At January 1, 2024   (824)   (114)   (563)   (711)   -    (177)   (2,389)
Depreciation   -    -    (21)   (113)   -    (29)   (163)
Impairment   129    129                          
Disposals   -    -    -    9    -    -    9 
At December 31, 2024   (695)   (114)   (584)   (815)   -    (206)   (2,414)
Net carrying amount   9,280    12,128    -    551    16,444    73,507    111,910 
                                    
Cost                                   
At January 1, 2025   9,975    12,242    584    1,366    16,444    73,713    114,324 
Additions   -    40    198    14    -    75,111    75,363 
Change in Asset Retirement Obligation Estimate   676    -    -    -    -    -    676 
At June 30, 2025   10,651    12,282    782    1,380    16,444    148,824    190,363 
                                    
Accumulated Depreciation                                   
At January 1, 2025   (695)   (114)   (584)   (815)   -    (206)   (2,414)
Depreciation   -    -    (15)   (96)   -    -    (111)
Disposals   -    -    -    -    -    -    - 
At June 30, 2025   (695)   (114)   (599)   (911)   -    (206)   (2,525)
Net carrying amount   9,956    12,168    183    469    16,444    148,618    187,838 

 

9
 

 

GUNNISON COPPER CORP. (Formerly Excelsior Mining Corp.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Expressed in thousands of United States dollars)

 

5. RESTRICTED CASH

 

As of June 30, 2025, the Company has restricted cash deposits of $10,564 (December 31, 2024 - $10,333) as collateral to secure the issuance of reclamation bonds.

 

6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

   June, 30 2025   December 31, 2024 
Accounts payable and accrued liabilities  $587   $3,616 
Due to Nuton   1,910    - 
Lease Liabilities   129    119 
   $2,626   $3,735 
           
Disclosed as non-current          
Accounts payable and accrued liabilities  $68   $124 
   $68   $124 

 

Accounts payable and accrued liabilities include the Company’s current and non-current obligations to suppliers of goods or services acquired on trade credit for goods received or services provided that have been invoiced but not yet paid. Due to Nuton of $1,910 is for cash collateral paid by Nuton for Gunnison Copper Project environmental bonding. Lease liabilities include capitalized lease obligations and employee-related accruals include estimated amounts for goods or services received but not yet invoiced by the supplier, as well as obligations that increase throughout the year and are settled at points in time.

 

7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES – NUTON

 

   June, 30 2025   December 31, 2024 
Accounts payable – Project  $13,936   $2,912 
Accrued liabilities - Project   10,055    8,683 
   $23,991   $11,595 

 

8. NUTON PROJECT

 

Johnson Camp Mine – Stage 1

 

On July 31, 2023, the Company entered into an Option Agreement (the “Option Agreement”) with Nuton to further evaluate the use of its Nuton™ copper heap leaching technologies at Gunnison’s Johnson Camp mine in Cochise County, Arizona. Under the Option Agreement, Gunnison remains the operator and Nuton funds Gunnison’s costs associated with a two-stage work program at JCM. Nuton provided $3,000 to Excelsior for Stage 1 costs and a payment of $2,000 for an exclusive option to form a joint venture with Excelsior over the Johnson Camp Mine after the completion of Stage 2. The $2,000 has been applied against the capitalized costs related to JCM as the benefit of the payment will be recognized over the life of the mine.

 

Under the terms of the Option Agreement, the Stage 1 work program involved Gunnison completing diamond drilling, engineering, permitting activities, and project execution planning. Nuton completed mineralogy, predictive modeling, engineering, and other test work. The Stage 1 work program was completed during 2024.

 

10
 

 

GUNNISON COPPER CORP. (Formerly Excelsior Mining Corp.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Expressed in thousands of United States dollars)

 

Johnson Camp Mine – Stage 2

 

Infrastructure Payment

 

On May 15, 2024, Nuton elected to proceed to Stage 2 of the existing option agreement. Nuton made a non-refundable $5,000 payment to the Company for the non-exclusive access to existing infrastructure at the Johnson Camp mine for the Stage 2 work program. Nuton is also responsible for funding all of Gunnison’s costs associated with Stage 2. The full Stage 2 work program is anticipated to take up to 69 months, and, if successful, will demonstrate key elements of the Nuton technologies at industrial scale. Stage 2 includes construction of the leachpad and related infrastructure, mining and heap leach processing, refurbishment of the SX/EW plant, and production of finished copper cathode. Nuton, in its sole and absolute discretion may elect to terminate the Option Agreement by providing appropriate notice to the Company in accordance with the terms of the Option Agreement.

 

The Company has accounted for the $5,000 as deferred income and will amortize the amount over the 73 months anticipated for the Stage 2 program on a straight-line basis. The Company is proceeding based on milestones related to engineering and mobilization, infrastructure and construction, mining, leaching, copper production and post-leach rinsing. During the period, the Company recognized income of $205, relating to the amortization of the $5,000 infrastructure access payment received.

 

Nuton Stage 2 - Deferred Income (Infrastructure Payment)  June 30, 2025   December 31, 2024 
Balance, beginning of period  $4,486   $- 
Nuton access rights   -    5,000 
Deferred income   (411)   (514)
Balance, end of period  $4,075   $4,486 
           
Current   822    822 
Non current   3,253    3,664 

 

Stage 2 Funding

 

The Company also receives from Nuton quarterly pre-payments based on the approved work program budget for Stage 2. Each time Stage 2 proceeds are received as advances or additional attributable costs are incurred by Nuton directly (Nuton managed costs), a Stage 2 project payable is recognized at fair value, with a residual amount allocable to deferred mine processing service revenue (representing the estimated selling price, including margin for mine processing services relating to the demonstration of Nuton’s technology). The borrowing is subsequently accounted for at fair value through profit and loss. The deferred mine processing service revenue is amortized over the expected payback schedule, based on units of production. Stage 2 construction costs are capitalized to construction in progress and subsequently transferred to the relevant property, plant and equipment category once assets are ready for their intended use. Nuton shall receive 100% of the net revenue generated from commercial quantities of copper products produced from JCM as a result of the Stage 2 work program, until recoupment of the Stage 2 work program funding (subject only to payments by the Company owing under any existing royalty or streaming obligations). Once and if the Stage 2 work program funding is repaid, the Company retains any additional copper revenue. The assumptions used in the measurement of the liability are the Johnson Camp Mine life of mine production schedule and expectations including expansion plans and the discount rate.

 

11
 

 

GUNNISON COPPER CORP. (Formerly Excelsior Mining Corp.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Expressed in thousands of United States dollars)

 

During the six months ended June 30, 2025, $65,398 in cash was received. Nuton controlled costs of $9,075 were incurred by Nuton for offsite development and assembly of specialized equipment that will be installed at Johnson Camp Mine. Both the Nuton controlled costs and the due from Nuton costs are recoverable by Nuton from the sales revenue of Johnson Camp Mine. The total change in Nuton Stage 2 Payable, including cash received by the Company, Nuton controlled costs, and costs due from Nuton, was $33,589. Management determined the fair value of the Stage 2 project payable at each cash flow inception using a discount rate of 17.75% to be $43,003 with the residual amount of $14,381 being recognized as deferred revenue liability. The deferred revenue liability represents the benefit received from the 0% financing for Gunnison management’s time and effort operating the Johnson Camp Mine and will be amortized over the remaining Stage 2 program on a units of production basis. A fair value loss was recognized through profit and loss of $5,156 was recognized based on the revaluation of the Nuton Stage 2 Payable to fair value at June 30, 2025 ($1,779 for the three months ended March 31, 2025).

 

Management and Nuton have agreed that Nuton will fund agreed upon direct and indirect costs of the Company for the Stage 2 Work Program pursuant to an approved by Nuton budget from May 15, 2024 for the duration of the Stage 2 Work Program. This has resulted in a decrease in the general and administrative costs of the company when compared to prior periods.

 

Nuton Stage 2 Payable  June 30, 2025         
Balance, beginning of period  $38,423         
Recognized during the period   55,258         
Fair value loss on Nuton Stage 2 payable   5,156         
Balance, end of period  $98,837         
              
Current   66,314         
Non current   32,523         

 

Nuton Stage 2 - Deferred revenue  June 30, 2025   December 31, 2024 
Balance, beginning of period  $7,134   $- 
Recognized on inception   14,381    7,134 
Balance, end of period  $21,515   $7,134 
           
Current   8,907    839 
Non current   12,608    6,295 

 

Gunnison Sulfide Viability – Stage 1

 

On March 13, 2025, the Company received $3,000 from Nuton for a Stage 1 viability testing program of Nuton Technologies on sulfide mineralization at the Stage 1 Gunnison Program.

 

The Company has accounted for the $3,000 as deferred income and will amortize the amount over the 22 months anticipated for the Stage 1 program on a straight-line basis. During the period, the Company recognized income of $536, relating to the amortization of the $3,000 payment received.

 

Gunnison Sulfide Viability - Stage 1 - Deferred Income  June 30, 2025   December 31, 2024 
Balance, beginning of period  $-   $- 
Recognized on inception   3,000    - 
Deferred income   (536)   - 
Balance, end of period  $2,464   $        - 
           
Current   855    - 
Non current   1,609    - 

 

12
 

 

GUNNISON COPPER CORP. (Formerly Excelsior Mining Corp.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Expressed in thousands of United States dollars)

 

9. DERIVATIVE LIABILITIES

 

On October 30, 2018 the Company entered into an agreement for a $75,000 project financing package (collectively, the “Financing”) with Triple Flag Mining Finance Bermuda Ltd. (“Triple Flag”) for the purposes of developing the Gunnison Copper Project. The Financing consisted of a $65,000 copper metal stream (the “Stream”) and a concurrent $10,000 private placement of common shares of Gunnison (the “Equity Placement”).

 

Under the terms of the metals purchase and sale agreement (the “Stream Agreement”) between Triple Flag and Gunnison and its subsidiaries, Excelsior Arizona and Excelsior JCM, Triple Flag paid $65,000 against the future sale and delivery by Excelsior Arizona of a percentage of the refined copper production generated from the mining of oxide mineralization from Gunnison’s Projects owned at the time of executing the Stream Agreement. Gunnison will sell to Triple Flag a percentage of refined copper at a price equal to 25% of the copper spot price. The exact percentages of copper production to be sold to Triple Flag varies according to the total production capacity, based on a sliding scale.

 

The percentages applicable at certain production levels are detailed in the table below.

 

Scenario Description  

Stage 1

(25M lbs/yr)

 

Stage 2

(75M lbs/yr)

 

Stage 3

(125M lbs/yr)

Stage 1 Upfront Deposit   16.50%   5.75%   3.50%

 

The stream obligation is recorded at fair value at each statement of financial position date as the Company has determined that the stream obligation is a derivative liability carried at fair value through profit or loss (FVTPL).

 

As at June 30, 2025 the fair value of the stream obligation was valued using a Monte Carlo simulation model. The significant assumptions developed by management used in the Monte Carlo simulation model included: the London Metal Exchange (LME) copper forward price curve, the long-term copper price volatility of 25.52% (December 31, 2024 – 20.86%), a discount rate which factors in the Company’s credit spread of 7.47% (December 31, 2024 – 7.17%) and the Johnson Camp Mine and Gunnison Copper Project life of mine production schedules and expectations including expansion plans and weighted probability of successfully achieving the production schedules.

 

The Monte Carlo simulation model was prepared by an independent valuation specialist and the life of mine production schedules and expectations including expansion plans are based on the information compiled by qualified persons. The mine production assumptions used are as follows: (a) Gunnison Copper Project stream deliveries based on the open pit PEA published in Q4 2024 beginning in 2031 for an 18 year mine life with a probability weighting; (b) Johnson Camp Mine Stage 2 mine production beginning in 2025 for a five year mine life with a probability weighting, and (c) Johnson Camp Mine post-stage 2 production for a 13 year mine life with a probability weighting.

 

13
 

 

GUNNISON COPPER CORP. (Formerly Excelsior Mining Corp.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Expressed in thousands of United States dollars)

 

The following table summarizes the fair value of the derivative liabilities during the period ended June 30, 2025:

 

Stream  June 30, 2025 
Fair value at December 31, 2024  $59,383 
Loss during the period   17,181 
Fair Value at June 30, 2025  $76,564 
      
Current   6,730 
Non current   69,834 

 

As at June 30, 2025, the current portion of the stream derivative liabilities is $6,730 based upon the production schedules and other inputs used in the valuation.

 

10. ASSET RETIREMENT OBLIGATION

 

The Company’s ARO represents management’s best estimate of the present value of costs that are expected to be incurred for mine closure and reclamation and rehabilitation costs for the previously pursued In-Situ Leaching Wellfield and JCM. The primary assumptions that affect the present value calculation are the inflation rate and the discount rate. For the update prepared as of June 30, 2025, the Company used a long term inflation rate of 2.0% (December 31, 2024 – 2.0%) and a discount rate of 4.79% (December 31, 2024 – 4.86%) in calculating the present value of the obligation. The current inflation rate used is based on target inflation rates set by the Federal Reserve. The discount rate is based on the treasury bond index.

 

As of June 30, 2025 the Company reviewed the assumptions used in the present value calculation for the projects and adjusted the obligation to $16,014. The update resulted in a net increase, primarily due to changes in rates and accretion of $422.

 

For Gunnison Copper Project, the estimated undiscounted reclamation obligation related to the wellfield is $3,566 (December 31, 2024 - $3,566). The costs and activities are expected to begin in 3.5 years. As of June 30, 2025, the discounted reclamation obligation is $3,355.

 

For Johnson Camp Mine, the estimated undiscounted reclamation obligation is $19,084 (December 31, 2024 -

 

$18,634). The costs and activities related to the leach pads are expected to begin the year after the final year of mine life and the other activities are expected to begin three years after the final year of mine life. The mine is expected to commence production in 2025 and is assumed to have a 15-year mine life. As of June 30, 2025, the discounted reclamation obligation is $12,241

 

Changes in the ARO for the year ended June 30, 2025 and the year ended December 31, 2024 are summarized below.

 

Asset Retirement Obligation  June 30, 2025   December 31, 2024 
Balance, beginning of period  $14,916   $8,097 
Change in Estimate   676    6,288 
Accretion Expense   422    531 
Balance, end of period  $16,014   $14,916 

 

14
 

 

GUNNISON COPPER CORP. (Formerly Excelsior Mining Corp.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Expressed in thousands of United States dollars)

 

11. DEBT

 

Nebari Credit Facility

 

On February 28, 2025, the Company and Nebari entered into a binding term sheet outlining additional amendments to the Amended and Restated Credit Agreement (“ARCA”). Subsequently, on April 24, 2025, both parties entered into the Second ARCA to formalize these amendments. The amendments provide for, amongst other matters, a suspension of principal amortization from February 1, 2025 until January 1, 2026, potential partial conversion to equity of up to US$6.25 million of the principal amount at a price equal to US$0.2097 (changed from Cdn$0.30) (the “Conversion Price”), and a mechanism to repay a portion of the principal amount of the Second ARCA with proceeds to be received from sale of the previously announced 48C tax credits and through a potential refinancing process provide for an extension of the maturity date.

 

Management of the Company evaluated the terms of the Second ARCA with Nebari and determined it to be a substantial modification of the terms of the existing debt facility, and therefore accounted for the change in terms as an extinguishment of the original liability and the recognition of a new financial liability. A gain on extinguishment of the original debt of $505 was recognized in the condensed consolidated interim statement of loss.

 

The Second ARCA is comprised of a host loan and an embedded derivative liability related to the conversion option. The conversion option was determined to be an embedded derivative as the value of the conversion option changes in response to the Company’s share price and foreign exchange movements and therefore is not convertible into shares of the company on a fixed for fixed basis. The fair value of the Second ARCA in total was determined to be $13,750 at February 28, 2025, and the fair value of the conversion option was determined to be $280. The fair value of the conversion option was deducted from the aggregate fair value of the Second ARCA in arriving at the fair value of the host debt. The debt host liability is subsequently measured at amortized cost.

 

On March 27, 2025, the Company signed a side letter agreement with Nebari fixing the Conversion Price at CAD$0.30 per share. On execution of the Second ARCA on April 23, 2025, the conversion price became US$0.2097 This resulted in the conversion option being fixed on April 23, 2025. The Company elected to treat this as an extinguishment of the liability as at April 23, 2025. The fair value at that time was $621 which has been recognized as a gain on extinguishment of debt.

 

Changes in the debt for the three months ended June 30, 2025, and the year ended December 31, 2024, are summarized below.

 

Debt  Debt   Conversion Option   Total 
Balance, beginning of period  $14,447   $-   $14,447 
Recognized on Inception   14    -    14 
Principal Repayment   (206)   -    (206)
Extinguishment of Debt   (14,255)   -    (14,255)
Issuance of new debt   13,470    280    13,750 
Balance at February 28, 2025  $13,470   $280   $13,750 
Change in fair value of conversion option   -    328    328 
Accretion expense   20    -    20 
Balance at March 31, 2025  $13,490   $608   $14,098 
Change in fair value of conversion option   -    13    13 
Accretion expense   -    -    - 
Balance at April 23, 2025  $13,490   $621   $14,111 
Change in fair value of conversion option   -    (621)   (621)
Accretion expense   60    -    60 
Balance at June 30, 2025  $13,550   $-   $13,550 
                
Current   13,550   $-    13,550 
Non current   -    -    - 

 

15
 

 

GUNNISON COPPER CORP. (Formerly Excelsior Mining Corp.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Expressed in thousands of United States dollars)

 

12. DEBENTURES

 

On February 9, 2023, the Company closed a Debenture Offering (“First Debenture Offering”) and issued $3,000 principal amount of debentures. The terms of the debentures include:

 

  ● a maturity date of three years from the date of closing (the “First Debenture Maturity Date”), with the principal amount, together with any accrued and unpaid interest, payable on the First Debenture Maturity Date, unless earlier converted in accordance with the terms;
     
  ● the debentures bear interest at the rate of 10% per annum, which interest will be payable on the Maturity Date of September 30, 2026, unless earlier converted into common shares of the Company (“Common Shares”
     
  ● the principal amount of the debentures is convertible into Common Shares at the option of the holder at a conversion price of USD$0.19 per Common Share;
     
  ● the accrued and unpaid interest is convertible into Common Shares at a conversion price equal to the volume weighted average price of the Common Shares on the Toronto Stock Exchange for the five trading days prior to the date of conversion at the option of the holder; and
     
  ● the debentures are unsecured.

 

The First Debenture Offering was accounted for as a compound financial instrument with a debt host and equity conversion feature. On initial recognition, the fair value of the liability component was determined to be $2,128 with an effective interest rate of 21.2%, and the equity component was measured as the residual amount of $872.

 

On December 14, 2023, the Company amended the First Debenture Offering maturity date to September 30, 2026. The impact of the amendment decreased the carrying value of the liability component, resulting in a gain on modification of $263. The effective interest rate is 21.2%.

 

On December 14, 2023, the Company closed a Second Debenture Offering (the “Second Debenture Offering”) and issued $2,400 principal amount of debentures. The terms of the debentures include:

 

  ● a maturity date of September 30, 2026 (the “Second Debenture Maturity Date”) and the principal amount, together with any accrued and unpaid interest, will be payable on the Second Debenture Maturity Date, unless earlier converted in accordance with their terms;
     
  ● the debentures bear interest at the rate of 10.5% per annum plus the Rate Supplement, which interest will be payable on the Second Debenture Maturity Date, unless earlier converted into Common Shares;
     
  ● subject to the receipt of disinterested shareholder approval from the holders of the Common Shares at a duly and validly called meeting (the “Shareholder Approval”), the principal amount of the debenture is convertible into Common Shares at the option of the holder (or at the option of the Company on 30 days prior notice) at a conversion price of USD$0.11405 per Common Share;
     
  ● subject to receipt of the Shareholder Approval, the accrued and unpaid interest is convertible into Common Shares at a conversion price equal to the volume weighted average trading price on the Toronto Stock Exchange for the five trading days prior to the date of conversion; and
     
  ● the debentures are unsecured.

 

16
 

 

GUNNISON COPPER CORP. (Formerly Excelsior Mining Corp.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Expressed in thousands of United States dollars)

 

The Shareholder Approval was received at the Company’s Annual General Meeting held on June 18, 2024.

 

The Second Debenture Offering was accounted for as a compound financial instrument with a debt host and equity conversion feature. On initial recognition, the fair value of the liability component was determined to be $2,011 with an effective interest rate of 19.6%, and the equity component was measured as the residual amount of $389. The amendment of the Nebari debt includes cross party agreements that defers the interest payments on the debentures to September 30, 2026.

 

Changes in the debentures for the six months ended June 30, 2025, and the year ended December 31, 2024, are summarized below.

 

Debentures  June 30, 2025   December 31, 2024 
Balance, beginning of period  $5,308   $4,330 
Accretion   562    978 
Balance at April 23, 2025  $5,870   $5,308 
           
Current   -    600 
Non current   5,870    4,708 

 

13. CAPITAL STOCK AND OTHER EQUITY RESERVES

 

Common Shares

 

The authorized share capital of the Company consists of an unlimited number of common shares with no par value and an unlimited number of non-voting common shares with no par value. As of June 30, 2025, there were 332,586,774 common shares outstanding and nil non-voting common shares outstanding.

 

On April 7, 2025, the Company closed a non-brokered private placement for aggregate gross proceeds of CAD$5.15 million (the “April 2025 Offering”) through the issuance of 17,170,916 units (each an “April 2025 Unit”), with each 2025 April 2025 Unit consisting of one common share and one-half of one common share purchase warrant at a price of CAD$0.30 (each a “April 2025 Warrant”). Each full April 2025 Warrant shall entitle the holder thereof to acquire one additional common share at a price of CAD$0.45 for a period of twenty-four (24) months from the closing date of the April 2025 Offering. The warrants have been accounted for as a derivative liability and valued using a Black Scholes model. At the time of issuance, the warrants were valued at $599. At June 30, 2025, the warrants were valued at $816, a corresponding loss of $216 has been recognized in the financial statements. Share issuance costs associated with the private placement were $285.

 

There were no dilutive shares for the period ended June 30, 2025 (December 31, 2024 – nil).

 

Stock Options

 

The Company’s stock option plan (the “Plan”) provides for the grant of incentive stock options to employees, consultants, officers, and directors of the Company. The Plan reserves for issuance, along with the Company’s other Security-Based Compensation Plans, a maximum of 10% of the issued and outstanding Common Shares at the time of a grant of options.

 

Options granted under the Plan have a maximum term of ten years. The exercise price of the options is determined by the Board of Directors and is not less than the closing price of the common shares on the last trading day prior to the date the options are granted. The vesting terms are at the Board of Directors’ discretion.

 

17
 

 

GUNNISON COPPER CORP. (Formerly Excelsior Mining Corp.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Expressed in thousands of United States dollars)

 

The Plan is an evergreen plan which provides that if any option has been exercised, then the number of common shares into which such option was exercised shall become available to be issued upon the exercise of options subsequently granted under the Plan. The Plan will operate in conjunction with the Restricted Share Unit Plan (the “RSU Plan”) and the Performance Share Unit Plan (the “PSU Plan”). The Stock Option Plan, RSU Plan and PSU Plan are collectively referred to as the “Security-Based Compensation Plans”.

 

The following is a summary of stock option activity for the six months period ended June 30, 2025, and the year ended December 31, 2024:

 

   Number of Options   Weighted average Exercise Price (CAD$) 
Outstanding, December 31, 2023   18,820,000   $0.53 
Granted   3,500,000   $0.15 
Expired   (3,245,000)  $1.02 
Outstanding, December 31, 2024   19,075,000   $0.38 
Granted   13,595,000   $0.30 
Expired   (5,590,000)  $0.58 
Outstanding, June 30, 2025   27,080,000   $0.30 
Exerciseable, June 30, 2025   10,060,000   $0.30 

 

During the six months period ended June 30, 2025 no stock options were exercised. As of June 30, 2025 the following stock options were outstanding and exercisable:

 

Outstanding   Exercisable   Exercise Price   Remaining life (years)  Expiry Date
 800,000    -   CAD$         $0.730   0.12  Tuesday, August 12, 2025
 100,000    100,000   CAD$    $0.800   0.14  Tuesday, August 19, 2025
 235,000    235,000   CAD$    $0.820   0.69  Sunday, March 8, 2026
 50,000    50,000   CAD$    $0.270   0.72  Friday, March 20, 2026
 300,000    300,000   CAD$    $0.740   0.75  Tuesday, March 31, 2026
 635,000    635,000   CAD$    $0.410   1.50  Thursday, December 31, 2026
 650,000    650,000   CAD$    $0.270   1.84  Sunday, May 2, 2027
 500,000    500,000   CAD$    $0.270   2.66  Monday, February 28, 2028
 200,000    200,000   CAD$    $0.230   1.84  Sunday, May 2, 2027
 6,515,000    6,515,000   CAD$    $0.260   2.59  Tuesday, February 1, 2028
 3,500,000    875,000   CAD$    $0.150   4.18  Monday, September 3, 2029
 10,595,000    -   CAD$    $0.300   4.77  Sunday, April 7, 2030
 3,000,000    -   CAD$    $0.300   4.87  Tuesday, May 14, 2030
 27,080,000    10,060,000                 

 

The fair value of stock options is determined by the Black-Scholes Option Pricing Model with assumptions for the risk-free interest rate, dividend yield, expected volatility, forfeiture rate, and expected life of the options. The Company recognized share-based compensation costs of $109 for the six months ended June 30, 2025 (June 30, 2024 - $177) of which $1 (June 30 – $7) was included in cost of sales. The Company recognized share-based compensation costs of $39 for the three months ended June 30, 2025 (June 30, 2024 - $70) of which nil (June 30, 2024 – $3) was included in cost of sales.

 

18
 

 

GUNNISON COPPER CORP. (Formerly Excelsior Mining Corp.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Expressed in thousands of United States dollars)

 

14. EXPENSES BY NATURE

 

The summary for cost of sales for the three months ended June 30, 2025 and 2024 are summarized below.

 

   Three months ended June 30   Six months ended June 30, 
   2025   2024   2025   2024 
Direct production costs  $(311)  $437   $68   $1,258 
Royalties and selling costs   -    117    304    180 
Employee compensation and benefits   25    621    391    1,304 
Inventory Valuation Adjustment   -    -    272    - 
Share-based compensation   -    3    1    7 
Depreciation   10    13    14    31 
Cost of Sales  $(276)  $1,191   $1,050   $2,780 

 

15. RELATED PARTY TRANSACTIONS

 

Related parties and related party transactions are summarized below.

 

Key Management Personnel

 

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company. The Company has determined that key management personnel consists of the Company’s Board of Directors and corporate officers, including the Company’s Chief Executive Officer and President, SVP Business Development, SVP/Chief Financial Officer, and Corporate Secretary.

 

Remuneration attributed to key management personnel is summarized as follows:

 

   Six months ended June 30 
   2025   2024 
Salaries, fees and benefits  $499   $816 
Share-based compensation   10    151 
Total  $509   $967 

 

Salaries, fees and benefits to key management includes all salaries, bonuses, fees, and other employment benefits, pursuant to contractual employment agreements, consultancy or management services arrangements.

 

As of June 30, 2025, amounts accrued and due to key management personnel and other related parties include the following:

 

  ●Directors and Officers - $144 (December 31, 2024 - $145)

 

19
 

 

GUNNISON COPPER CORP. (Formerly Excelsior Mining Corp.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Expressed in thousands of United States dollars)

 

16. FINANCING EXPENSES

 

Financing expenses for the six months ended June 30, 2025 and 2024 are summarized below.

 

   Three months ended June 30,   Six months ended June 30, 
Financing Expenses  2025   2024   2025   2024 
Nebari debt interest  $501   $600   $1,078   $1,200 
ARO accretion   252    193    422    317 
Debenture accretion   290    236    562    461 
Nebari debt accretion   58    82    94    159 
Insurance financing interest   3    9    6    24 
Captial lease interest   4    5    8    11 
Total  $1,108   $1,125   $2,170   $2,172 

 

17. SEGMENTED INFORMATION

 

The Company operates in two reportable operating segments in the United States: (a) Gunnison Copper Project and (b) Johnson Camp Mine cash generating units. Corporate and other activities include the Company’s exploration activities. Corporate activities are not considered a segment and are included as a reconciliation to total consolidated results. Accounting policies for each reported segment are the same as those of the Company. Results from operating activities represents the profit earned by each segment without allocation of corporate costs. This is the measure reported to the chief operating decision-maker, Gunnison’s President and Chief Executive Officer, for the purposes of resource allocation and the assessment of segment performance. Total assets and liabilities do not reflect intercompany balances, which have been eliminated on consolidation.

 

20
 

 

GUNNISON COPPER CORP. (Formerly Excelsior Mining Corp.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Expressed in thousands of United States dollars)

 

Three months Ended June 30, 2025
   Gunnison Copper Project   Johnson Camp Mine   Corporate & Other   Total 
Revenue  $-   $-   $-   $- 
Cost of Sales   -    (276)   -    (276)
Gross Profit (loss) from Mine Operations   -    (276)   -    (276)
Operating Expenses   1,062    (341)   620    1,341 
Operating Profit (loss)   1,062    (617)   620    1,065 
Loss (gain) on derivative at fair value   (406)   (848)   -    (1,254)
Financing expense   -    (299)   1,407    1,108 
Interest income   -    (380)   (35)   (415)
Unrealized gain on foreign exchange   -    -    423    423 
Fair value loss on Nuton Stage 2 payable   -    3,377    -    3,377 
Gain on Extinguishment of Debt   -    -    (621)   (621)
Other (income)   (276)   (432)   (30)   (738)
Net Income (loss) for the year  $380   $1,349   $1,764   $2,945 

 

Six months Ended June 30, 2025
   Gunnison Copper Project   Johnson Camp Mine   Corporate & Other   Total 
Revenue  $-   $(406)  $-   $(406)
Cost of Sales   -    1,050    -    1,050 
Gross Profit (loss) from Mine Operations   -    644    -    644 
Operating Expenses   1,071    (219)   1,404    2,256 
Operating Profit (loss)   1,071    425    1,404    2,900 
Loss (gain) on derivative at fair value   7,491    9,906    -    17,397 
Financing expense   -    490    1,680    2,170 
Interest income   -    (525)   (51)   (576)
Unrealized gain on foreign exchange   -    -    413    413 
Fair value loss on Nuton Stage 2 payable   -    5,156    -    5,156 
Gain on Extinguishment of Debt   -    -    (1,126)   (1,126)
Other (income)   (276)   (650)   (30)   (956)
Net Income (loss) for the year  $8,286   $14,802   $2,290   $25,378 

 

June 30, 2025
   Gunnison Copper Project   Johnson Camp Mine   Corporate & Other   Total 
Cash  $1,860   $11,952   $3,454   $17,266 
Current Assets   1,863    18,292    4,234    24,389 
Property, plant and equipment   16,448    171,234    156    187,838 
Total Assets   18,363    200,743    3,685    222,791 
Current Liabilities   191    109,445    15,242    124,878 
Total Liabilities   36,955    208,491    21,210    266,656 

 

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GUNNISON COPPER CORP. (Formerly Excelsior Mining Corp.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Expressed in thousands of United States dollars)

 

Three months Ended June 30, 2024
   Gunnison Copper Project   Johnson Camp Mine   Corporate & Other   Total 
Revenue  $-   $(613)  $-   $(613)
Cost of Sales   -    1,191    -    1,191 
Gross Profit (loss) from Mine Operations   -    578    -    578 
Operating Expenses   7    114    661    782 
Operating Profit (loss)   7    692    661    1,360 
Loss (gain) on derivative at fair value   5,443    7,346    -    12,789 
Financing expense   (225)   889    461    1,125 
Interest income   46    (1)   (86)   (41)
Unrealized gain on foreign exchange   -    -    (1)   (1)
Fair value loss on Nuton Stage 2 payable   -    -    -    - 
Gain on Extinguishment of Debt   -    -    -    - 
Other (income)   -    (111)   -    (111)
Net Income (loss) for the year  $5,271   $8,815   $1,035   $15,121 

 

Six months Ended June 30, 2024
   Gunnison Copper Project   Johnson Camp Mine   Corporate & Other   Total 
Revenue  $-   $(952)  $-   $(952)
Cost of Sales   -    2,780    -    2,780 
Gross Profit (loss) from Mine Operations   -    1,828    -    1,828 
Operating Expenses   55    272    1,511    1,838 
Operating Profit (loss)   55    2,100    1,511    3,666 
Loss (gain) on derivative at fair value   8,818    12,007    -    20,825 
Financing expense   -    1,711    461    2,172 
Interest income   -    (3)   (86)   (89)
Unrealized gain on foreign exchange   -    -    (1)   (1)
Fair value loss on Nuton Stage 2 payable   -    -    -    - 
Gain on Extinguishment of Debt   -    -    -    - 
Other (income)   -    (312)   -    (312)
Net Income (loss) for the year  $8,873   $15,503   $1,885   $26,261 

 

December 31, 2024
   Gunnison Copper Project   Johnson Camp Mine   Corporate & Other   Total 
Cash  $483   $6,804   $962   $8,249 
Current Assets   483    14,194    1,012    15,689 
Property, plant and equipment   16,444    95,462    4    111,910 
Total Assets   16,927    117,145    3,860    137,932 
Current Liabilities   92    34,268    4,188    38,548 
Total Liabilities   29,358    109,914    20,562    159,834 

 

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GUNNISON COPPER CORP. (Formerly Excelsior Mining Corp.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Expressed in thousands of United States dollars)

 

18. CAPITAL MANAGEMENT

 

The Company manages its capital structure and makes adjustments based on the funds available to the Company, in order to support the acquisition, exploration and evaluation, 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.

 

In the management of capital, the Company considers components of equity and debt.

 

The properties in which the Company currently has an interest are in the development and production ramp up stage. The Company has previously obtained financing for the development and construction and ramp up activities of the Gunnison Copper Project in the form of the Stream, Equity Placements, and Debentures discussed in notes 8, 12 and 13. 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.

 

In accordance with the Second ARCA the Company is required to maintain a minimum cash balance of $1,000 (net of cash provided by Nuton for the Stage 2 Work Program). The minimum cash balance is defined in the Second ARCA to include cash and cash equivalents, plus accounts receivable from the sale of copper cathode and copper cathode inventory as reported on the Company’s balance sheet. In the event that the minimum cash balance is less than $1,000 at any monthly reporting date then there is a 60-day cure period allowed.

 

19. FINANCIAL INSTRUMENTS

 

The Company has exposure to a variety of financial risks: market risk (including currency risk, interest rate risk and commodity price risk), credit risk and liquidity risk from its use of financial instruments.

 

This note presents information about the Company’s exposure to each of these risks, the Company’s objectives, policies and processes for measuring and managing risk, and the Company’s management of capital. Risk management is the responsibility of management and is carried out under policies approved by the Board of Directors. Material risks are monitored and are regularly discussed with the Audit Committee and Board of Directors.

 

Market risk

 

Market risk is the risk that changes in market price, such as foreign exchange rates and interest rates will affect the Company’s cash flows or value of its financial instruments.

 

Currency risk

 

The Company is subject to currency risk on financial instruments which are denominated in currencies that are not the same as the functional currency of the entity that holds them. Exchange gains and losses relating to these financial instruments would impact earnings (loss).

 

The Company is exposed to currency risk through cash and cash equivalents, accounts payable and accrued liabilities which are denominated in CAD$. The balances in these accounts are not significant, therefore, the Company’s exposure to currency risk is considered minimal. The Company has not hedged its exposure to currency fluctuations at this time.

 

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GUNNISON COPPER CORP. (Formerly Excelsior Mining Corp.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Expressed in thousands of United States dollars)

 

Interest rate risk

 

The Company is subject to interest rate risk with respect to its investments in cash and cash equivalents and the stream obligation. The Company’s current policy is to invest excess cash in guaranteed investment certificates issued by its Canadian banking institution. The Company periodically monitors the investment it makes and is satisfied with the credit ratings of its banks.

 

The Company’s outstanding debt obligations are at fixed interest rates (except the Nebari loan and Second Debenture Offering - see below) and accounted for on the basis of amortized cost. Therefore, the carrying value of the Company’s debt is not exposed to changes in market interest rates. The Nebari loan and Second Debenture Offering are fixed at 10.5% per annum plus the greater of the forward-looking secured overnight financing rate (administered by CME Group Benchmark Administration Limited or a successor administrator) for a term of 3 months or 1.5%.

 

A 1% increase in the rate supplement for the Nebari loan would increase interest payments $8/mo, whereas a 1% decrease in the rate supplement would decrease the Nebari interest payments $8/mo.

 

A 1% increase in the rate supplement for the Second Debenture Offering would increase interest payments $2/mo, whereas a 1% decrease in the rate supplement would decrease the Second Debenture Offering interest payments $2/mo.

 

Commodity price risk

 

The Company is subject to commodity price risk from fluctuations in the market prices for copper. Commodity price risks are affected by many factors that are outside the Company’s control including global or regional consumption patterns, the supply of and demand for metals, speculative activities, the availability and costs of metal substitutes, inflation, and political and economic conditions. The financial instrument impacted by commodity prices is the Stream obligation.

 

A 10% increase in the market price of copper would increase derivative liabilities by $3,810, whereas a 10% decrease in the market price of copper would decrease derivative liabilities by $4,560.

 

Credit risk

 

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its liquid financial assets including cash and cash equivalents, and restricted cash.

 

The Company limits its exposure to credit risk on financial assets through investing its cash and cash equivalents with reputable North American financial institutions.

 

Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s objective in managing liquidity risk is to maintain sufficient liquidity to meet its liabilities when due. The Company manages liquidity risk by monitoring actual and projected cash flows and matching the maturity profile of its financial assets and liabilities. Cash flow forecasting is performed regularly. The Company also holds surety bonds to support future environmental obligations. Liquidity is further discussed in note 1 – Nature of Operations and Going Concern.

 

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GUNNISON COPPER CORP. (Formerly Excelsior Mining Corp.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Expressed in thousands of United States dollars)

 

The Company has the following guaranteed commitments and contractual obligations as of June 30, 2025:

 

Contractual Obligations  Total   Less than
1 year
   1-3 years   4-5 years   After 5 years 
Accounts Payable and Accrued Liabilities  $26,488   $26,488   $-   $   -   $    - 
Nuton Stage 2 payable   98,837    66,314    32,523    -    - 
Lease Liabilities   197    129    68    -    - 
Insurance Liabilities   123    123    -    -    - 
Debentures   5,870    -    5,870    -    - 
Debt   13,550    13,550    -    -    - 
Total Contractual Obligations  $145,065   $106,604   $38,461   $-   $- 

 

As of June 30, 2025, the Company has cash and cash equivalents of $17,266 to settle current liabilities of $124,877, which includes $66,314 in Nuton payables based off the current copper production forecast and $23,991 in Accounts Payables related to Nuton project costs.

 

Fair value estimation

 

The Company’s financial assets and liabilities are measured and recognized according to a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs.

 

The three levels of the fair value hierarchy are as follows:

 

  Level 1:Quoted prices in active markets for identical assets or liabilities that the Company is able to access at the measurement date.
     
  Level 2:Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
     
  Level 3:Inputs for the asset or liability that are not based on observable market data.

 

The carrying values of cash and cash equivalents, receivables, restricted cash, accounts payable and accrued liabilities, debt and amounts due to related parties approximate their fair values due to the short-term maturity of these financial instruments. Derivative liabilities and Nuton Stage 2 payable are Level 3.

 

As of June 30, 2025  Carrying value   Fair Value 
   FVTPL   Level 1   Level 2   Level 3 
Financial Liabilities                    
Derivative liabilities  $77,380   $    -   $    -   $77,380 
Nuton Stage 2 payable   98,837    -    -    98,837 
   $176,217   $-   $-   $176,217 

 

20. SUBSEQUENT EVENTS

 

On July 18, 2025, the Company announced that is has closed a non-brokered private placement (the “July 2025 Offering”) for aggregate gross proceeds of CAD$8.7 million through the issuance of 28,874,100 units of the Company (each, a “July 2025 Unit”) at a price of CAD$0.30 per July 2025 Unit. Each July 2025 Unit consists of one common share of the Company and one common share purchase warrant (each, a “July 2025 Warrant”). Each July 2025 Warrant entitles the holder thereof to purchase one Common Share at a price of CAD$0.45 at any time on or before July 18, 2028. The net proceeds will be used to support and fund additional follow on work related to the High Value Add Work Program at the Gunnison Copper Project, begin long lead time drilling and metallurgical testing that will be incorporated in a pre-feasibility study for the Gunnison Copper Project, as well as fund US head office general and administrative expenses (“G&A”) for an additional 12 months (April 2026 to March 2027). U.S. head office G&A for the next 9 months to March 2026 will be funded from existing working capital. The July 2025 Units were sold to purchasers resident in Canada pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption.

 

On July 9, 2025, the Company received $50,138 in funding from Nuton for upcoming Stage 2 construction costs.

 

25