6-K
Avrupa Minerals Ltd. (AVPMF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 AND 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of May 2025
File No. 000-55193
Avrupa Minerals Ltd .
(Name of Registrant)
410 – 325 Howe Street Vancouver, British Columbia, Canada V6C 1Z7
(Address of principal executive offices)
Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 6-K to be signed on its behalf by the undersigned, thereunto duly authorized.
Avrupa Minerals Ltd.
(Registrant)
| Dated: May 27, 2025 | By: /s / “ Winnie Wong”<br><br><br>Winnie Wong,<br><br><br>Chief Financial Officer |
|---|
Exhibits:
99.1****Interim Financial Statements for the period ended March 31, 2025
99.2****Management Discussion and Analysis
Avrupa Interim Financial Statements
AVRUPA MINERALS LTD.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED
MARCH 31, 2025 AND 2024
(Unaudited)
AVRUPA MINERALS LTD.
Contents
Page
Notice of No Auditor Review of Interim Financial Statements3
Condensed Consolidated Interim Statements of Financial Position4
Condensed Consolidated Interim Statements of Comprehensive Loss5
Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity (Deficiency)6
Condensed Consolidated Interim Statements of Cash Flows7
Notes to the Condensed Consolidated Interim Financial Statements8 – 23
410 – 325 Howe Street, Vancouver, BC V6C 1Z7 T: (604) 687-3520 F: 1 (888) 889-4874
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 an auditor has not reviewed the financial statements.
The accompanying unaudited 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. AVRUPA MINERALS LTD. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(Presented in Canadian Dollars)
| Note | March 31,<br><br><br>2025 | December 31,<br><br><br>2024 | |||
|---|---|---|---|---|---|
| (Unaudited) | (Audited) | ||||
| Assets | |||||
| Current assets | |||||
| Cash | $ | 64,837 | $ | 141,011 | |
| Prepaid expenses and advances | 4,844 | 5,894 | |||
| Deferred financing costs | 8,500 | - | |||
| Due from optionee | 5 | - | 34,267 | ||
| Due from Akkerman Finland Oy | 3,476 | - | |||
| Sales tax receivables | 4,451 | 9,986 | |||
| Other receivables | 17,237 | 10,897 | |||
| 103,345 | 202,055 | ||||
| Non-current assets | |||||
| Advance to related party | 9 | 163,665 | 154,292 | ||
| Tax deposits | 6 | 41,201 | 41,201 | ||
| Exploration and evaluation assets | 5 | 167,920 | 167,920 | ||
| Investment in PorMining | 5 | 765 | 765 | ||
| Investment in AVU Kosva LLC | 5 | 6,968 | - | ||
| Advance to Akkerman Finland OY | 7 | 491,938 | 491,938 | ||
| Investment in Akkerman Finland OY | 7 | 179,673 | 190,706 | ||
| 1,052,130 | 1,046,822 | ||||
| Total assets | $ | 1,155,475 | $ | 1,248,877 | |
| Liabilities | |||||
| Current liabilities | |||||
| Accounts payable and accrued liabilities | $ | 36,765 | $ | 50,071 | |
| Due to related parties | 9 | 69,064 | 75,244 | ||
| 105,829 | 125,315 | ||||
| Shareholders' equity | |||||
| Share capital | 8 | 11,167,907 | 11,167,907 | ||
| Reserves | 8 | 7,784,555 | 7,778,743 | ||
| Deficit | (17,902,816) | (17,823,088) | |||
| 1,049,646 | 1,123,562 | ||||
| Total shareholders' equity and liabilities | $ | 1,155,475 | $ | 1,248,877 |
These condensed consolidated interim financial statements are authorized for issue by the Board of Directors on May 23, 2025. They are signed on the Company's behalf by:
| /s/Paul W. Kuhn | /s/Mark T. Brown |
|---|---|
| Director | Director |
See notes to the condensed consolidated interim financial statements
AVRUPA MINERALS LTD.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS
FOR THE THREE MONTHS ENDED MARCH 31
(Unaudited, Presented in Canadian Dollars)
| Three months ended March 31 | |||||
|---|---|---|---|---|---|
| Note | 2025 | 2024 | |||
| Mineral exploration expenses | |||||
| Mineral exploration expenses | 5 | $ | 6,738 | $ | 8,829 |
| Reimbursements from optionees | 5 | (46,873) | (88,615) | ||
| 40,135 | 79,786 | ||||
| General administrative expenses | |||||
| Bad debt (recovery) | - | (12,973) | |||
| Consulting fees, wages and benefits | 9 | 53,565 | 45,382 | ||
| Depreciation | 4 | - | 362 | ||
| Investor relations | 10,684 | 10,564 | |||
| Listing and filing fees | 7,443 | 7,441 | |||
| Office and administrative fees | 8,208 | 8,039 | |||
| Professional fees | 9 | 17,432 | 18,915 | ||
| Rent | 9 | 2,850 | 2,850 | ||
| Transfer agent fees | 1,275 | 1,052 | |||
| Travel | 7,225 | 3,438 | |||
| (108,682) | (85,070) | ||||
| Other items | |||||
| Foreign exchange loss | (148) | - | |||
| Loss on investment in Akkerman Finland OY | 7 | (11,033) | (5,092) | ||
| (11,181) | (5,092) | ||||
| Net loss for the period | (79,728) | (10,376) | |||
| Exchange difference arising on the translation of foreign subsidiaries | 5,812 | (314) | |||
| Comprehensive loss for the period | $ | (73,916) | $ | (10,690) | |
| Basic and diluted loss per share | 10 | $ | (0.00) | $ | (0.00) |
See notes to the condensed consolidated interim financial statements
AVRUPA MINERALS LTD. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIENCY)
(Presented in Canadian Dollars)
| Share capital | Reserves | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Amount | Warrants | Finder’s options | Equity-settled employee benefits | Exchange | Subtotal | Deficit | Total shareholders' equity | |
| Balance as at December 31, 2023 (Audited) | 54,674,754 | $ 10,990,255 | $ 5,959,577 | $ 297,734 | $ 1,396,595 | $ (11,029) | $ 7,642,877 | $ (17,776,458) | $ 856,674 |
| Comprehensive loss | - | - | - | - | - | (314) | (314) | (10,376) | (10,690) |
| Balance as at March 31, 2024 (Unaudited) | 54,674,754 | 10,990,255 | 5,959,577 | 297,734 | 1,396,595 | (11,343) | 7,642,563 | (17,786,834) | 845,984 |
| Share issues: | |||||||||
| Shares issued for private placement | 10,000,000 | 216,539 | 133,461 | - | - | - | 133,461 | - | 350,000 |
| Share issue costs | - | (38,887) | - | - | - | - | - | - | (38,887) |
| Comprehensive loss | - | - | - | - | - | 2,719 | 2,719 | (36,254) | (33,535) |
| Balance as at December 31, 2024 (Audited) | 64,674,754 | 11,167,907 | 6,093,038 | 297,734 | 1,396,595 | (8,624) | 7,778,743 | (17,823,088) | 1,123,562 |
| Comprehensive loss | - | - | - | - | - | 5,812 | 5,812 | (79,728) | (73,916) |
| Balance as at March 31, 2025 (Unaudited) | 64,674,754 | $ 11,167,907 | $ 6,093,038 | $ 297,734 | $ 1,396,595 | $ (2,812) | $ 7,784,555 | $ (17,902,816) | $ 1,049,646 |
See notes to the condensed consolidated interim financial statements
AVRUPA MINERALS LTD. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31
(Unaudited, Presented in Canadian Dollars)
| Three months ended March 31 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Cash flows from operating activities | ||||
| Net loss for the period | $ | (79,728) | $ | (10,376) |
| Items not involving cash: | ||||
| Depreciation | - | 362 | ||
| Bad debt (recovery) expenses | - | (12,973) | ||
| Loss on investment in Akkerman Finland OY | 11,033 | 5,092 | ||
| Changes in non-cash working capital items: | ||||
| Sales tax receivables | 5,535 | 162 | ||
| Due from optionee | 34,267 | 163 | ||
| Due from Akkerman Finland OY | (3,476) | - | ||
| Advance to related party | (9,373) | (7,134) | ||
| Prepaid expenses and advances | 1,050 | (1,397) | ||
| Other receivables | (6,340) | 156 | ||
| Accounts payable and accrued liabilities | (13,306) | (959) | ||
| Due to related parties | (9,680) | 5,870 | ||
| Exchange difference arising on the translation of foreign subsidiaries | (1,156) | (315) | ||
| Net cash used in operating activities | (71,174) | (21,349) | ||
| Cash flows from investing activities | ||||
| Advance to Akkerman Finland OY | - | (10,179) | ||
| Purchase of equipment | - | (592) | ||
| Net cash used in investing activities | - | (10,771) | ||
| Cash flows from financing activities | ||||
| Deferred financing costs | (5,000) | - | ||
| Net cash provided by financing activities | (5,000) | - | ||
| Change in cash for the period | (76,174) | (32,120) | ||
| Cash, beginning of the period | 141,011 | 121,745 | ||
| Cash, end of the period | $ | 64,837 | $ | 89,625 |
Supplemental disclosure with respect to cash flows (Note 12)
See notes to the consolidated financial statements AVRUPA MINERALS LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
**1.**NATURE OF OPERATIONS AND CONTINUANCE OF OPERATIONS
Avrupa Minerals Ltd. (the “Company”) was incorporated on January 23, 2008 under the Business Corporations Act of British Columbia and its registered office is 10^th^ floor, 595 Howe Street, Vancouver, BC, Canada, V6C 2T5. The Company changed its name on July 7, 2010 and began trading under the symbol “AVU” on the TSX Venture Exchange (the “Exchange”) on July 14, 2010. On September 20, 2012, the Company listed in Europe on the Frankfurt Stock Exchange under the trading symbol “8AM”. The Company is primarily engaged in the acquisition and exploration of mineral properties in Europe.
These condensed consolidated interim financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to meet its commitments, continue operations and realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. There are material uncertainties that cast significant doubt about the appropriateness of the going concern assumption.
If the Company is to advance or develop its mineral properties further, it will be necessary to obtain additional financing and while it has been successful in the past, there can be no assurance that it will be able to do so in the future. Failure to raise sufficient funds would result in the Company’s inability to make future required property payments, which would result in the loss of those property options.
These financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumption inappropriate, and these adjustments could be material.
**2.**BASIS OF PREPARATION
a)Statement of compliance
These condensed consolidated interim financial statements, including comparatives, have been prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting” (“IAS 34”) using accounting policies consistent with IFRS Accounting Standards issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee (“IFRIC”).
b)Basis of preparation These condensed consolidated interim financial statements have been prepared on a historical cost basis except forfinancial instruments that have been measured at fair value. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information. The preparation of these condensed consolidated interim financial statements in conformity with IAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. These condensed consolidated interim financial statements do not include all of the information required for full annual financial statements.
These condensed consolidated interim financial statements, including comparatives, have been prepared on the basis of IFRS Accounting Standards that are published at the time of preparation.
AVRUPA MINERALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
**3.**MATERIAL ACCOUNTING POLICY INFORMATION
These unaudited condensed consolidated interim financial statements have been prepared in accordance with IFRS as issued by the IASB on a basis consistent with those followed in the Company’s most recent annual financial statements for the year ended December 31, 2024.
These unaudited condensed consolidated interim financial statements do not include all note disclosures required by IFRS for annual financial statements, and therefore should be read in conjunction with the annual financial statements for the year ended December 31, 2024. In the opinion of management, all adjustments considered necessary for fair presentation of the Company’s financial position, results of operations and cash flows have been included. Operating results for the three-month period ended March 31, 2025 are not necessarily indicative of the results that may be expected for the current fiscal year ending December 31, 2025.
4. EQUIPMENT
| Furniture and other equipment | Other assets | Total | |
|---|---|---|---|
| Cost | |||
| As at January 1, 2024 | $ 119,231 | $ - | $ 119,231 |
| Additions during the year | - | 604 | 604 |
| Exchange adjustment | 2,462 | - | 2,462 |
| As at December 31, 2024 | 121,693 | 604 | 122,297 |
| Exchange adjustment | 4,989 | 938 | 7,573 |
| As at March 31, 2025 | $ 126,682 | $ 1,542 | $ 129,870 |
| Accumulated depreciation | |||
| As at January 1, 2024 | $ 118,377 | $ - | $ 118,377 |
| Depreciation for the year | 865 | 599 | 1,464 |
| Exchange adjustment | 2,451 | 5 | 2,456 |
| As at December 31, 2024 | 121,693 | 604 | 122,297 |
| Exchange adjustment | 4,989 | 938 | 7,573 |
| As at March 31, 2025 | $ 126,682 | $ 1,542 | $ 129,870 |
| Net book value | |||
| As at January 1, 2024 | $ 854 | $ - | $ 854 |
| As at December 31, 2024 | $ - | $ - | $ - |
| As at March 31, 2025 | $ - | $ - | $ - |
AVRUPA MINERALS LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
**5.**EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES
| Portugal | Kosovo | |||||
|---|---|---|---|---|---|---|
| Alvalade | Others | Slivova | Others | **** | Total | |
| Exploration and evaluation assets | ||||||
| Acquisition costs | ||||||
| As of January 1, 2025 | $ 167,920 | $ - | $ - | - | $ - | $ 167,920 |
| As of March 31, 2025 | $ 167,920 | $ - | $ - | - | $ - | $ 167,920 |
| Mineral exploration expenses for the period ended March 31, 2025 | ||||||
| Geological salaries and consulting | 6,311 | - | - | - | - | 6,311 |
| Travel | 427 | - | - | - | - | 427 |
| Reimbursements from optionees | (46,873) | - | - | - | - | (46,873) |
| $ (40,135) | $ - | $ - | - | $ - | $ (40,135) | |
| Cumulative mineral exploration expenses since acquisition | ||||||
| Assaying | $ - | $ - | $ 297,975 | 65,936 | $ 10,846 | $ 374,757 |
| Concession fees and taxes | 361,864 | 693,608 | 23,469 | 206,975 | 4 | 1,285,920 |
| Depreciation | 17,178 | 98,722 | - | - | - | 115,900 |
| Drilling | 610,197 | 472,513 | 1,180,217 | - | - | 2,262,927 |
| Geological salaries and consulting | 6,620,662 | 6,317,147 | 170,571 | 720,879 | 12,359 | 13,841,618 |
| Geology work | - | 32,377 | 891,582 | 402,515 | 364,525 | 1,690,999 |
| Insurance | 25,975 | 52,112 | 14,604 | 15,007 | - | 107,698 |
| Legal and accounting | 1,020 | 1,244 | 58,158 | 13,958 | - | 74,380 |
| Office and administrative fees | 254,272 | 279,739 | 83,665 | 101,624 | 68,446 | 787,746 |
| Rent | 606,084 | 596,896 | 53,787 | 88,221 | 20,560 | 1,365,548 |
| Report | - | - | 39.999 | - | - | 39,999 |
| Site costs | 195,837 | 244,377 | 189,450 | 194,582 | 8,865 | 833,111 |
| Travel | 246,721 | 247,277 | 63,047 | 22,478 | 15,326 | 594,849 |
| Trenching and road work | - | - | 34,339 | - | - | 34,339 |
| Reimbursements from optionees | (9,805,322) | (4,890,826) | (3,022,135) | (45,158) | - | (17,763,441) |
| $ (865,512) | $ 4,145,186 | $ 78,728 | 1,787,017 | $ 500,931 | $ 5,646,350 |
All values are in US Dollars.
AVRUPA MINERALS LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
5. EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES
| Portugal | Kosovo | |||||
|---|---|---|---|---|---|---|
| Alvalade | Others | Slivova | Others | **** | Total | |
| Exploration and evaluation assets | ||||||
| Acquisition costs | ||||||
| As of January 1, 2024 | $ 167,920 | $ - | $ - | - | $ - | $ 167,920 |
| As of December 31, 2024 | $ 167,920 | $ - | $ - | - | $ - | $ 167,920 |
| Mineral exploration expenses for the year ended December 31, 2024 | ||||||
| Concession fees and taxes | $ - | $ - | $ 2,964 | - | $ - | $ 2,964 |
| Geological salaries and consulting | 28,881 | - | 12,884 | - | - | 41,765 |
| Insurance | 506 | - | - | - | - | 506 |
| Rent | - | - | 11,629 | - | - | 11,629 |
| Site costs | 1,474 | - | 879 | - | - | 2,353 |
| Travel | 2,399 | - | - | - | - | 2,399 |
| Reimbursements from optionees | (418,539) | - | (29,492) | - | - | (448,031) |
| $ (385,279) | $ - | $ (1,136) | - | $ - | $ (386,415) | |
| Cumulative mineral exploration expenses since acquisition | ||||||
| Assaying | $ - | $ - | $ 297,975 | 65,936 | $ 10,846 | $ 374,757 |
| Concession fees and taxes | 361,864 | 693,608 | 23,469 | 206,975 | 4 | 1,285,920 |
| Depreciation | 17,178 | 98,722 | - | - | - | 115,900 |
| Drilling | 610,197 | 472,513 | 1,180,217 | - | - | 2,262,927 |
| Geological salaries and consulting | 6,614,351 | 6,317,147 | 170,571 | 720,879 | 12,359 | 13,835,307 |
| Geology work | - | 32,377 | 891,582 | 402,515 | 364,525 | 1,690,999 |
| Insurance | 25,975 | 52,112 | 14,604 | 15,007 | - | 107,698 |
| Legal and accounting | 1,020 | 1,244 | 58,158 | 13,958 | - | 74,380 |
| Office and administrative fees | 254,272 | 279,739 | 83,665 | 101,624 | 68,446 | 787,746 |
| Rent | 606,084 | 596,896 | 53,787 | 88,221 | 20,560 | 1,365,548 |
| Report | - | - | 39.999 | - | - | 39,999 |
| Site costs | 195,837 | 244,377 | 189,450 | 194,582 | 8,865 | 833,111 |
| Travel | 246,294 | 247,277 | 63,047 | 22,478 | 15,326 | 594,422 |
| Trenching and road work | - | - | 34,339 | - | - | 34,339 |
| Reimbursements from optionees | (9,758,449) | (4,890,826) | (3,022,135) | (45,158) | - | (17,716,568) |
| $ (825,377) | $ 4,145,186 | $ 78,728 | 1,787,017 | $ 500,931 | $ 5,686,485 |
All values are in US Dollars.
AVRUPA MINERALS LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
**5.**EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES (Continued)
Portugal
Licenses have varying required work commitments and carry a 3% Net Smelter Return (“NSR”) payable to the government of Portugal.
Alvalade: On November 19, 2019, the Company and MAEPA (collectively the “Company”) andMinas de Aguas Teñidas, S.A. (“Sandfire MATSA” or “MATSA”) and its wholly-owned subsidiary Sandfire Mineira Portugal,Unipessoal Lda. (“SMP”), formerly “EUL”, collectively “Sandfire MATSA” entered into an Earn-In Joint Venture Agreement (the “Agreement”) with respect to the Alvalade Project. Pursuant to the Agreement, PorMining, Unipessoal Lda. (“PorMining”) was incorporated on December 17, 2019 to hold assets and develop mineral rights (both as defined) and SMP can earn up to an 85% interest in PorMining. The earning of this interest, subsequent arrangements that may be entered into to explore the assets and, if warranted, the development of one or more projects are referred to as the “Transaction”. On March 27, 2020, MAEPA and SMP entered into a Quota Transfer Agreement pursuant to which MAEPA split its 100% interest in the share capital of PorMining into two quotas, representing 51% and 49% of the company’s share capital, and sold the 51% quota to SMP for the nominal value of €510.
On March 27, 2020, the Company, MAEPA, Sandfire MATSA and SMP entered into the PorMining Lda. Shareholders’ Agreement (the “Agreement”). Pursuant to the Agreement:
·PorMining has five directors. From the effective date until the second option exercise date, three will be nominated by SMP and two by MAEPA. Thereafter, four will be nominated by SMP and one will be nominated by MAEPA. Upon the occurrence of the 51/49 Phase and thereafter, SMP is entitled to nominate three directors and MAEPA two directors. In the event of dilution of the interest of SMP or MAEPA, each will be entitled to proportional representation (as described) equal to its then interest;
·In the event that SMP and/or MAEPA wish to sell or transfer their shares in PorMining, PorMining has a right of first refusal to purchase all or a portion of the shares. To the extent that PorMining does not exercise its right of first refusal to all the shares, each of SMP and/or MAEPA has a right of first refusal; and
·The Agreement will terminate at such time as there is a final decision regarding the dissolution and liquidation of PorMining, the parties mutually agree on the termination of the Agreement or as provided for under the Earn-In Joint Venture Agreement.
The effective date of the Transaction is the date that PorMining receives (received on June 15, 2020) the mineral rights in its name from the General Directorate of Energy and Geology of Portugal (“DGEG”). The Transaction is comprised of the following phases:
·Phase I – First Option;
·Phase II – Second Option;
·51/49 Phase; and
·Phase III – Development and Operation.
AVRUPA MINERALS LTD. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
**5.**EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES (Continued)
Alvalade: (Continued)
Phase I – First Option During Phase I, MAEPA granted SMP the sole and exclusive right to hold an undivided 51% interest in PorMining (the first option) for at least three years from the effective date or the issue (issued on June 15, 2020) of the Experimental Exploitation License (the “EEL”) by DGEG to PorMining. SMP’s right to maintain its 51% interest is conditional upon Sandfire MATSA: ·Paying €400,000 to the Company on or before the effective date (€200,000 was received in December 2019 and the remaining €200,000 was received in June 2020);
·Funding or providing the necessary financial instrument to cover the guarantee, which will be returned to Sandfire MATSA following the release of the guarantee by DGEG (funded €100,000 in June 2020); and
·Funding expenditures (the first option expenditures) on the mineral rights in an aggregate amount of €2,400,000 (€1,200,000 within the first 12 months following the effective date [met] and €1,200,000 in the next 24 months [met]) on or before three years from the effective date or the issue of the EEL. Effectively in March 2022, Sandfire MATSA completed the Phase I First Option by funding a total of €2,500,000 on the Alvalade project, including the €100,000 guarantee with DGEG, and SMP unconditionally earned the 51% interest in PorMining. During Phase I, MAEPA acted as the operator of the mineral rights with PorMining paying MAEPA an operator’s fee equal to €100,000 per year, paid monthly starting June 16, 2020, funded by Sandfire MATSA and which formed part of the first option expenditures. In all other phases, PorMining will be the operator unless it appoints another person to act as operator. The operator is responsible for developing and submitting work programs to the technical committee or the board of directors for consideration and approval and to implement work programs when approved according to the approved budget. The technical committee is comprised of two representatives from each of SMP and MAEPA and will be in effect until the first option exercise date. Thereafter, the board of directors will make all decisions with respect to the mineral rights.
Upon the completion of Phase I, Sandfire MATSA and PorMining continued with having MAEPA acting as the operator and PorMining continued paying the operator’s fee until December 31, 2024.In January 2025, SMP notified the Company that it intended to transfer its interests in the project back to the Company. During the three months ended March 31, 2025, MAEPA received the final operator’s fee of €8,333 ($12,592) (2024 -€25,000 ($36,603)) where the fund was included in reimbursements from optionee. AVRUPA MINERALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
**5.**EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES (Continued)
Alvalade: (Continued)
Phase II – Second Option Phase II commenced on the first option exercise date and continues until the first to occur of the second option exercise date and the termination of the second option. On the first option exercise date, the Company granted SMP the sole and exclusive right and option to acquire an additional 34% (for an aggregate 85% interest) in PorMining (the second option). SMP’s right to exercise the second option is conditional on Sandfire MATSA satisfying the second option conditions as follows: ·Preparing, funding and delivering to PorMining a feasibility study on the mineral rights within five years of the issuance of the EEL or, provided that DGEG grants an extension to all or part of the EEL, the time period for when the second option conditions must be met shall be extended to a maximum of two additional years, for a total of seven years after the issuance of the original EEL;
·Making proper application for a mining license before the end of the term of the EEL; and
·Making all progress payments to Antofagasta as set out in the Debt Cancellation Agreement dated June 12, 2017 as follows:
oUS$250,000 within 60 days after the date of a news release announcing a NI 43-101 compliant technical report having been completed and with results as defined;
oUS$500,000 within 60 days after the date of a news release announcing completion of a feasibility study with results as defined;
oUS$500,000 on the one-year anniversary of the date of the news release announcing the feasibility study noted above;
oUS$750,000 within 60 days of the commencement of commercial production;
oUS$750,000 on the one-year anniversary of commencement of commercial production;
oUS$750,000 on the second anniversary of commencement of commercial production; and
oUS$750,000 on the third anniversary of commencement of commercial production.
The satisfaction of the second option conditions is solely at Sandfire MATSA’s discretion and Sandfire MATSA may elect to terminate the second option at any time by delivering notice (the second option termination notice) to the Company. If the second option is terminated, SMP will be entitled to retain its 51% interest in PorMining, plus an additional 1% interest for every €735,294 of expenditures funded during Phase II and the 51/49 Phase will commence.
Upon Sandfire MATSA satisfying the second option conditions, SMP automatically earns an additional 34% interest in PorMining for an aggregate interest of 85%.
During Phase II, SMP will fund 100% of all maintenance payments and approved work programs.
As of December 31, 2024, Sandfire MATSA funded €5,221,000 on the Alvalade project Phase II – Second Option. On February 27, 2025, SMP and the Company signed the termination agreement and for a nominal fee of €510, the Alvalade project and the portion of the share capital of the joint venture entity PorMining held by SMP was transferred to MAEPA. SMP and the Company are currently working to finalize current work on the project. AVRUPA MINERALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
**5.**EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES (Continued)
| March 31, 2025 | December 31, 2024 | ||
|---|---|---|---|
| Due from optionee | |||
| Alvalade – PorMining | $ - | $ 34,267 | |
| $ - | $ 34,267 |
Kosovo
Slivova (formerly Slivovo) license: Byrnecut International Limited (“Byrnecut”) earned an 85% interest in the Slivovo property after forwarding $2,834,986 (€2,000,000) for the Slivovo property to the Company and completing a Preliminary Feasibility Study (“PFS”) by April 10, 2017. Byrnecut and the Company set up a joint venture entity known as Peshter Mining J.S.C. (“Peshter Mining”) to reflect the 85:15 ownership and transferred the Slivovo license into Peshter Mining with Byrnecut being the operator. Avrupa’s interest in Peshter Mining was subsequently diluted to below 10%, resulting in the Company’s interest in Peshter Mining being converted into a 2% Net Smelter Return.
On December 31, 2019, the Company wrote down its interest in Slivovo by $143,154 to $1 as the Company was in negotiations with the Kosovo Mining Bureau, along with Byrnecut and Peshter Mining as to how to possibly extend the life of this license. During fiscal 2020, Byrnecut decided not to proceed with advancing Slivovo. Rather than dropping the license and potentially allowing a third party to stake the open land, Innomatik Exploration Kosovo LLC (“IEK”), Byrnecut and Peshter Mining entered into a binding term sheet (the “TS”) whereby the parties set out the terms on which Peshter Mining would surrender the existing tenements, thereby enabling IEK to apply, as sole beneficial owner, for one or more tenements over the entirety of the tenement area.The license was officially released back to the government. As of December 31, 2020, the Company wrote off $1. On November 2, 2023, Peshter Mining was deregistered and dissolved. In March 2021, the Company incorporated a wholly-owned subsidiary, AVU Kosova LLC, to apply for a new Slivovo exploration permit. In May 2022, the Company received a seven-year exploration permit known as the Slivova license.
As consideration for Byrnecut ensuring that Peshter Mining complies with its obligations under the TS, IEK must pay to Byrnecut milestone cash payments totaling €375,000 and milestone gold payments totaling 850 troy ounces of gold (together known as “Success Payments”) as follows:
Cash
·€125,000 within 30 days of the first to occur of the completion of a positive bankable feasibility study or the board of directors of IEK making a decision to proceed with the development of a commercial mining operation in respect of all or any part of the tenement area;
·€125,000 within 30 days of issue of a mining license in respect of all or any party of the tenement area; and
·€125,000 within 30 days of commencement of construction of a mine within the tenement area.
AVRUPA MINERALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
**5.**EXPLORATION AND EVALUATION ASSETS AND MINERAL EXPLORATION EXPENSES (Continued)
Slivova (formerly Slivovo) license: (Continued)
Gold
·100 troy ounces within 30 days of commencement of commercial production (“CCP”);
·175 troy ounces within 30 days of the one-year anniversary of CCP;
·250 troy ounces within 30 days of the two-year anniversary of CCP; and
·325 troy ounces within 30 days of the three-year anniversary of CCP. On August 24, 2022, and subsequently confirmed via a Definitive Agreement (the “Agreement”) on May 2, 2023, the Company and Western Tethyan Resources (“WTR”) entered into an agreement in respect of the Slivova project. WTR is a private exploration company and is 75% owned by London AIM-listed Ariana Resources PLC. Pursuant to the Agreement, WTR can earn up to an 85% interest in the Slivova project. The terms of the Agreement are as follows:
| Date/Period | Expenditures | Option Payment |
|---|---|---|
| On September 1, 2022<br><br><br>(Effective Date) | None | 35,000 (received) |
| On or before March 1, 2023 | €100,000 (spent) | None |
| On March 1, 2023 | None | 35,000 (received) |
| On or before September 1, 2023 | €150,000 (spent) | 30,000 (received) |
| On or before September 1, 2024 * | €650,000 (spent) | None |
| On or before September 1, 2025 | €1,000,000 | None |
All values are in Euros.
*In June 2024, the Agreement was amended and the completion date for the expenditure of €650,000 was extended from September 1, 2024 to December 31, 2024. During Stage 1, the expenditures will be in respect of payments for exploration, drilling, baseline environmental and social surveys, and other payments to landowners.As of December 31, 2024, WTR completed the Stage 1 by funding a total of €819,014 on the Slivova project and unconditionally earned the 51% interest in AVU Kosova LLC. On January 31, 2025, 51% interest was transferred to WTR, leaving the Company recognizing $6,968 as its 49% interest in AVU Kosova LLC as “Investment in AVU Kosova LLC”. During Stage 2, the expenditures will be in respect of payments for a NI 43-101 resource estimation, commencement of full Environmental Impact Statement (“EIS”), and other exploration expenses.
During fourth and fifth year from the Effective Date (Stage 3), WTR must complete the EIS, Feasibility Study (“FS”), and Mining License application to earn-in 85% interest in the project.
During Stage 4, WTR will complete the Success Payments to the previous JV partner, Byrnecut (see “TS” above).
During Stage 5, the Company will participate in the mine build or dilute to 1% Net Smelter Return (“NSR”).
AVRUPA MINERALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
6. PROPERTY DEPOSITS / TAX DEPOSITS Tax deposits:
In November 2018, MAEPA paid €56,505 ($88,201) in lieu of bank guarantees of €77,918 ($121,625) tothe Directora de Finanças de Braga in Portugal. This amount was comprised of €51,920 ($81,044) in respect of stamp tax and €4,585 ($7,157) in respect of VAT. The stamp tax portion relates to the interpretation that intercompany advances received by MAEPA are financing loans and, accordingly, are subject to stamp tax. The VAT portion relates to certain invoices for vehicle usage and construction services. As of December 31, 2019, the Company estimated that the judicial review process would take approximately one year for the VAT claim and three to five years for the stamp tax claim and that the likelihood of success for each was 50%. As a result, tax deposits were written down by $41,200 (€28,252) during the year ended December 31, 2019. During 2020, the judicial review ruled that approximately €1,971 VAT remained to be paid while the rest were annulled. The Company accepted this ruling. The Company is still waiting for a trial date regarding the stamp tax and it is estimated that the process can take another one to two years. 7. ADVANCE AND INVESTMENT IN AKKERMAN FINLAND OY
On February 25, 2022, the Company signed a Share Purchase Agreement with Akkerman Exploration B.V. (“AEbv”) to acquire up to a 100% ownership interest in Akkerman Finland OY (“AFOy”), an entity holding certain mineral rights (the “Property”) in Finland.
The acquisition terms are as follow:
·The Company can earn an initial 49% interest in AFOy in Stage One by issuing 1,470,000 common shares (issued at a value of $95,550), paying €150,000 ($211,800) into AFOy for the purpose of paying existing shareholder loans (paid), and depositing €200,000 ($282,400) into a dedicated account (paid), to be spent on exploration expenditures during the period between the completion of Stage One and the completion of Stage Two. The €200,000 ($282,400) was recorded as an advance to AFOy as of December 31, 2023. As of March 31, 2025 and December 31, 2024, the Company advanced a total of $491,938 to AFOy.
·As a Stage Two earn-in, the Company had the option, for a period of 12 months from the date of completion of Stage One, to acquire the remaining 51% interest in AFOy, bringing their total interest to 100%. The option to acquire the additional 51% interest expired on March 3, 2023.
The Company and AEbv formed a technical committee comprising of one representative from each party, with AEbv’s representative having the casting vote.
As at March 31, 2025, the Company holds a 49% interest in AFOy (December 31, 2024 – 49%). The investment in associate was assessed for impairment indicators relating to the underlying assets of AFOy in accordance with IAS 36 and IFRS 6.
The three months ended March 31, 2025 and the year ended December 31, 2024 calculation for the Investment in AFOy is as follows:
| Investment in AFOy as at January 1, 2024 | $ | 230,963 |
|---|---|---|
| Loss on investment in AFOy | (40,257) | |
| Investment in AFOy as at December 31, 2024 | $ | 190,706 |
| Loss on investment in AFOy | (11,033) | |
| Investment in AFOy as at March 31, 2025 | $ | 179,673 |
AVRUPA MINERALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
7. ADVANCE AND INVESTMENT IN AKKERMAN FINLAND OY (Continued)
The three months ended March 31, 2025 and 2024 calculation for the Investment in AFOy is as follows:
| 2025 | 2024 | |||
|---|---|---|---|---|
| AFOy’s net loss | $ | 22,517 | $ | 10,393 |
| The Company’s ownership % | 49% | 49% | ||
| Share of loss of an associate | $ | 11,033 | $ | 5,092 |
The following table illustrates the summarized financial information of AFOy:
| March 31, 2025 | December 31, 2024 | ||||
|---|---|---|---|---|---|
| Current assets | $ | 81,709 | $ | 100,737 | |
| Non-current assets | 571,686 | 549,172 | |||
| Current liabilities | 22,219 | 21,344 | |||
| Non-current liabilities | 885,780 | 850,896 | |||
| Loss for the period | 22,517 | 82,157 |
8. CAPITAL AND RESERVES
(a)Authorized:
At March 31, 2025, the authorized share capital was comprised of an unlimited number of common shares. The common shares do not have a par value. All issued shares are fully paid.
(b)Share issuances:
i.On September 5, 2024, the Company completed a non-brokered private placement by issuing 10,000,000 units (“Unit”) at a price of $0.035 per Unit for gross proceeds of $350,000. Each Unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.10 until September 5, 2027. The warrants were ascribed a value of $133,461. The Company incurred share issue costs in the amount of $38,887 in connection with the financing.
(c)Share Purchase Option Compensation Plan:
The Company has established a stock option plan whereby the Company may grant options to directors, officers, employees and consultants of up to 10% of the common shares outstanding at the time of grant. The exercise price, term and vesting period of each option are determined by the board of directors within regulatory guidelines.
Stock option transactions and the number of stock options for the three months ended March 31, 2025 are summarized as follows:
| Exercise | December 31, | Expired/ | March 31, | |||
|---|---|---|---|---|---|---|
| Expiry date | price | 2024 | Granted | Exercised | cancelled | 2025 |
| March 14, 2027 | $0.08 | 1,575,000 | - | - | - | 1,575,000 |
| Options outstanding | 1,575,000 | - | - | - | 1.575.000 | |
| Options exercisable | 1,575,000 | - | - | - | 1,575,000 | |
| Weighted average exercise price | $0.08 | $Nil | $Nil | $Nil | $0.08 |
As of March 31, 2025, the weighted average contractual remaining life is 1.95 years (December 31, 2024 – 2.20 years).
AVRUPA MINERALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars) 8. CAPITAL AND RESERVES (Continued) (c)Share Purchase Option Compensation Plan:
Stock option transactions and the number of stock options for the year ended December 31, 2024 are summarized as follows:
| Exercise | December 31, | Expired/ | December 31, | |||
|---|---|---|---|---|---|---|
| Expiry date | price | 2023 | Granted | Exercised | cancelled | 2024 |
| January 7, 2024 | $0.20 | 45,750 | - | - | (45,750) | - |
| March 14, 2027 | $0.08 | 1,575,000 | - | - | - | 1,575,000 |
| Options outstanding | 1,620,750 | - | - | (45,750) | 1.575.000 | |
| Options exercisable | 1,620,750 | - | - | (45,750) | 1,575,000 | |
| Weighted average exercise price | $0.08 | $Nil | $Nil | $0.20 | $0.08 |
The weighted average assumptions used to estimate the fair value of options for the three months ended March 31, 2025, and 2024 were:
| 2025 | 2024 | |
|---|---|---|
| Risk-free interest rate | n/a | n/a |
| Expected life | n/a | n/a |
| Expected volatility | n/a | n/a |
| Expected dividend yield | n/a | n/a |
Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable measure of the fair value of the Company’s share purchase options.
(d)Warrants:
The continuity of warrants for the three months ended March 31, 2025 is as follows:
| Exercise | December 31, | March 31, | ||||
|---|---|---|---|---|---|---|
| Expiry date | price | 2024 | Issued | Exercised | Expired | 2025 |
| February 28, 2025 | $0.125 | 16,666,667 | - | - | (16,666,667) | - |
| September 5, 2027 | $0.100 | 10,000,000 | - | - | - | 10,000,000 |
| Outstanding | 26,666,667 | - | - | (16,666,667) | 10,000,000 | |
| Weighted average exercise price | $0.116 | $Nil | $Nil | $0.125 | $0.10 |
As of March 31, 2025, the weighted average contractual life is 2.43 years (December 31, 2024 – 1.11 years).
The continuity of warrants for the year ended December 31, 2024 is as follows:
| Exercise | December 31, | December 31, | ||||
|---|---|---|---|---|---|---|
| Expiry date | price | 2023 | Issued | Exercised | Expired | 2024 |
| February 28, 2025 | $0.125 | 16,666,667 | - | - | - | 16,666,667 |
| September 5, 2027 | $0.100 | - | 10,000,000 | - | - | 10,000,000 |
| Outstanding | 16,666,667 | 10,000,000 | - | - | 26,666,667 | |
| Weighted average exercise price | $0.125 | $0.10 | $Nil | $Nil | $0.116 |
AVRUPA MINERALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
8. CAPITAL AND RESERVES (Continued)
(d)Warrants: (Continued)
The weighted average assumptions used to estimate the fair value of warrants for the three months ended March 31, 2025 and 2024 were:
| 2025 | 2024 | |
|---|---|---|
| Risk-free interest rate | n/a | n/a |
| Expected life | n/a | n/a |
| Expected volatility | n/a | n/a |
| Expected dividend yield | n/a | n/a |
9. RELATED PARTY TRANSACTIONS AND BALANCES
The aggregate value of transactions and outstanding balances relating to key management personnel and entities over which they have control or significant influence were as follows:
| For the three months ended March 31, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Short-term employee benefits | Post-employment benefits | Other long-term benefits | Termination benefits | Other expenses | Share-based payments | Total | |
| Paul W. Kuhn ^(b)^<br>Chief Executive Officer, Director | $ 37,500 | $ Nil | $ Nil | $ Nil | $ Nil | $ Nil | $ 37,500 |
| For the three months ended March 31, 2024 | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Short-term employee benefits | Post-employment benefits | Other long-term benefits | Termination benefits | Other expenses | Share-based payments | Total | |
| Paul W. Kuhn ^(b)^<br>Chief Executive Officer, Director | $ 37,500 | $ Nil | $ Nil | $ Nil | $ Nil | $ Nil | $ 37,500 |
Related party liabilities
| Three months ended | Amounts due to: | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Services / Advances | March 31,<br><br><br>2025 | March 31,<br><br><br>2024 | As at<br><br><br>March 31,<br><br><br>2025 | As at<br><br><br>December 31,<br><br><br>2024 | |||||
| Amounts due to: | |||||||||
| Pacific Opportunity<br><br><br>Capital Ltd. ^(a)^ | Rent, management, accounting, marketing and financing services | $ | 26,850 | $ | 24,350 | $ | 69,064 | $ | 74,864 |
| Paul W. Kuhn ^(b)^ | Consulting and share-based payment | $ | 37,500 | $ | 37,500 | $ | Nil | $ | Nil |
| Mark T. Brown ^(d)^ | Expense reimbursement | $ | 2,340 | $ | Nil | $ | Nil | $ | 380 |
| TOTAL: | $ | 66,690 | $ | 61,850 | $ | 69,064 | $ | 75,244 | |
| Amounts due from: | |||||||||
| Paul W. Kuhn ^(b)^ | Consulting services | $ | Nil | $ | Nil | $ | 163,665 ^(c)^ | $ | 154,292 ^(c)^ |
AVRUPA MINERALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
9. RELATED PARTY TRANSACTIONS AND BALANCES (continued) (a)Pacific Opportunity Capital Ltd., a company controlled by a director of the Company. (b)On June 1, 2019, the Company entered into a Contract for Services (the “Contract”) with a contractor to serve as the Company’s president and chief executive officer. The contractor is responsible for providing technical oversight and guidance, establishing corporate goals and objectives and setting and implementing corporate strategies. Pursuant to the Contract:
·The contractor will receive a fee of $12,500 per month and a rent allowance of €4,000 for the first four months;
·If the Company is substantially sold or has a change of control (as defined), the contractor will receive a payment equal to two years of fees; and
The contract remains effective until terminated in writing by either the Company or the contractor. The Company may terminate the contract at any time without notice or payment in lieu thereof for cause or at any time without cause by providing six months’ written notice or by paying the contractor in lieu of notice. The contractor may terminate the contract at any time by providing the Company with three months’ written notice. (c)This amount relates to PorMining paying Paul Kuhn for his technical services consulting in excess of the Contract (defined above in Note 9(b)). Such amount will be used to offset and reduce the Company's monthly fee payable to Paul Kuhn per the Contract. (d)Mark T Brown is a director of the Company.
10. LOSS PER SHARE
Basic and diluted loss per share
The calculation of basic and diluted loss per share for the three months ended March 31, 2025 was based on the loss attributable to common shareholders of $79,728 (2024 – $10,376) and a weighted average number of common shares outstanding of 64,674,754 (2024 – 54,674,754).
Diluted loss per share did not include the effect of 1,575,000 share purchase options and 10,000,000 warrants outstanding at three months end March 31, 2025 (2024 – 1,575,000 share purchase options and 16,666,667 warrants) as they are anti-dilutive.
11. FINANCIAL INSTRUMENTS
The fair values of the Company’s cash, other receivables, advance to related party, due from optionee, accounts payables and accrued liabilities and due to related parties approximate their carrying values because of the short-term nature of these instruments.
The Company’s financial instruments are exposed to certain financial risks, including credit risk, liquidity risk, interest risk, commodity price risk and currency risk.
(a)Credit risk
The Company’s cash is held in financial institutions in Canada, Portugal and Kosovo. Amounts are receivable from optionee and a related party.
AVRUPA MINERALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
11. FINANCIAL INSTRUMENTS
(b)Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure.
As at March 31, 2025, the Company had cash of $64,837 (December 31, 2024 - $141,011), advance to related party of $163,665 (December 31, 2024 - $154,292), sales tax receivables of $4,451 (December 31, 2024 - $9,986) and other receivables of $17,237 (December 31, 2024 - $10,897) to settle current liabilities of $105,829 (December 31, 2024 - $125,315).
Accounts payable and accrued liabilities are due within the current operating period.
(c)Interest rate risk
Interest rate risk is not material as the Company does not have any significant financial assets or liabilities subject to fluctuation in interest rates.
(d)Equity market price risk
The Company is exposed to price risk with respect to equity market prices. Price risk as it relates to the Company is defined as the potential adverse impact on the Company’s ability to finance due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.
(e)Currency risk The Company’s property interests in Portugal, Finland and Kosovo make it subject to foreign currency fluctuations and inflationary pressures which may adversely affect the Company’s financial position, results of operations and cash flows. The Company is affected by changes in exchange rates between the Canadian Dollar and foreign functional currencies. The Company does not invest in foreign currency contracts to mitigate the risks. The Company has net monetaryassets of $47,000 dominated in Euros. A 1% change in the absolute rate of exchange in US dollars and Euros would affect its net loss by $400. IFRS 7 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Company does not have any financial instruments that are measured at fair value.
AVRUPA MINERALS LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited, Presented in Canadian Dollars)
12. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
The non-cash transactions during the three months ended March 31, 2025 and 2024 were as follows:
·As at March 31, 2025, a total of $3,500 (2024 - $3,000) in deferred financing costs were included in due to related parties; ·As at March 31, 2025, a total of $8,500 (2024 - $Nil) in share issue costs were included in due to related parties. 13. MANAGEMENT OF CAPITAL RISK
The Company manages its cash, common shares, warrants and share purchase options as capital (see Note 8). The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.
The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, acquire or dispose of assets or adjust the amount of cash and cash equivalents held.
In order to maximize ongoing operating efforts, the Company does not pay out dividends. The Company’s investment policy is to invest its short-term excess cash in highly liquid short-term interest-bearing investments with maturities of 90 days or less from the original date of acquisition, selected with regards to the expected timing of expenditures from continuing operations.
The Company expects its current capital resources will be sufficient to carry out its exploration or operations in the near term.
14. SEGMENTED FINANCIAL INFORMATION
The Company operates in one industry segment, being the acquisition and exploration of mineral properties. Geographic information is as follows:
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Non-current assets | ||
| Portugal | $ 209,886 | $ 209,886 |
| Kosovo | 6,968 | - |
| Finland | 671,611 | 682,644 |
| Canada | 163,665 | 154,292 |
| $ 1,052,130 | $ 1,046,822 | |
| Three months ended | ||
| March 31, 2025 | March 31, 2024 | |
| Mineral exploration expenses | ||
| Portugal | $ 6,738 | $ 5,901 |
| Kosovo | - | 2,928 |
| $ 6,738 | $ 8,829 |
Avrupa Management Discussion and Analysis
AVRUPA MINERALS LTD.
(An Exploration Stage Company)
MANAGEMENT’S DISCUSSION AND ANALYSIS – QUARTERLY HIGHLIGHTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
OVERVIEW AND INTRODUCTORY COMMENT
Avrupa Minerals Ltd. (“Avrupa” or the “Company”) is a growth-oriented junior exploration and development company listed on the TSX Venture Exchange under the trading symbol “AVU”. The Company is currently focusing on discovering economic mineral deposits, using a hybrid prospect generator model (getting other partners to fund our properties to minimize dilution as well as funding our own exploration programs on our top projects), in politically stable and prospective regions of Europe, including Portugal, Kosovo and Finland.
Avrupa holds one 100%-owned license in Portugal, the Alvalade VMS Project, and holds 49% of the JV company, AVU Kosova, that operates the Slivova Gold Project in Kosovo. The Company is actively advancing six prospects in central Finland through its partnership in Akkerman Finland Oy. Avrupa focuses its project generation work in politically stable and prospective regions of Europe, presently including Portugal, Finland, and Kosovo. The Company continues to seek and develop other opportunities around Europe.
This MD&A is dated May 23, 2025 and discloses specified information up to that date. Unless otherwise noted, all currency amounts are expressed in Canadian dollars. The following information should be read in conjunction with the unaudited condensed consolidated interim financial statements and the related notes for the three months ended March 31, 2025 and the Company’s audited consolidated financial statements for the year ended December 31, 2024 and the related notes thereto.
Additional information relevant to the Company and the Company’s activities can be found on SEDAR+ www.sedarplus.ca, and/or on the Company’s website at www.avrupaminerals.com.
MAJOR QUARTERLY OPERATING MILESTONES
Alvalade Project (Portugal):
On February 28, 2025, the Company report on the 2024 drilling program at Sesmarias. During the recent phase of drilling at Sesmarias, the Company completed eight diamond drill holes in the extended central zone at Sesmarias, totaling 4,828.4 meters.
**Figure 1.**Location of 2024 drilling in the SES Central area.
Results from the drilling included one excellent high-grade intercept in SES24-054, crossing the targeted hinge zone at a depth of around 400 meters, two moderate-grade intercepts in SES24-053 and SES24-055 that passed over the hinge zone and cut into the west limb of the Sesmarias synform, and another moderate-grade intercept in SES24-059 that passed through the east limb of the synform and into the hinge zone. SES24-057 passed under the hinge zone through weak stockwork sulfide mineralization. Both SES24-058 and SES24-060 passed close under the synform through weak to moderate stockwork and replacement sulfide mineralization, but neither hole was sampled. Finally, SES24-056/056A passed well under the hinge zone and was not mineralized. Highlights of the results follow. Note that results for SES24-053 and SES24-054 were published previously (NR -- September 19, 2024).
SES24-053: 9.15 m @ 0.40% Cu; 6.11% Pb+Zn; 0.23 g/t Au; and 50.50 g/t Ag.
SES24-054: 28.60 m @ 1.68% Cu; 7.17% Pb+Zn; 0.22 g/t Au; and 73.90 g/t Ag.
SES24-055: 21.60 m @ 0.55% Cu; 1.23% Pb+Zn; 0.56 g/t Au; and 18.55 G/t Ag.
SES24-056/056A: no significant intercepts.
SES24-057: 34.05 m @ 0.11% Cu; 0.26% Pb+Zn; 0.11 g/t Au; 1.68 g/t Ag.
SES24-058: 21.90 m of weak stockwork/replacement mineralization; no samples.
SES24-059: 141.00 m @ 0.31% Cu; 1.97% Pb+Zn; 0.45 g/t Au; 19.74 g/t Ag.
SES24-060: 16.00 m of weak stockwork/replacement mineralization; no samples.
**Table 1.**Mineral intercept results from 2024 drilling at Sesmarias.
**Figure 2.**High-grade results from SES24-054 highlight Section 850 S. We drilled SES24-058 too steeply and closely missed the bottom of the hinge zone, based on visual review of the intensity of alteration and sulfide mineralization in black shale and volcanogenic sediments at target depth. 1-2 more holes to the south should be considered to extend the high-grade zone.
**Figure 3.**Section 700 S covers SES23-047, with similar mineralization as seen in SES24-054. The intercepts in 047 and 054 suggest a present strike length of more than 150 meters of the high-grade polymetallic mineralization. A 75-meter step out to the north should be a next step. We drilled SES24-060 significantly under the hinge zone, yet still crossed weak stockwork and replacement sulfide mineralization in altered black shale and volcanogenic sediments.
**Figure 4.**Section 450 S shows SES24-055 crossed well over the hinge zone, but intersected mineralization in the west limb of the synform. SES24-056/056A crossed under the hinge zone, but extremely difficult drilling conditions caused the hole to veer steeply away from the target. Another hole, between 055 and 056/056A should be considered.
**Figure 5.**Section 350 S suggests that the hinge zone is present, but the grade is not so high. SES21-40 cut higher copper values in the lower part of the west limb, while SES24-057 intersected low copper values slightly below the hinge of the synform. Structural relationships in this section and in 450 S indicate more structural displacement of the target than expected, leading to missing the heart of the hinge zone in these two sections.
**Figure 6.**Section 275 S shows robust, but medium-grade mineralization, particularly in SES24-059. At least one more hole should be considered below 059, as shown in this section. In January 2025, Minas de Aguas Teñidas, S.A. (“Sandfire MATSA” or “MATSA”) and its wholly-owned subsidiary Sandfire Mineira Portugal Unipessoal Lda. (“SMP”) notified the Company that it intended to transfer its interests in the project back to the Company, and SMP and the Company agreed to finalize current work on the project. For a nominal fee of €510, the Alvalade project and the portion of the share capital of the joint venture entity PorMining held by SMP was transferred to MAEPA in April 2025. TheCompany sees plenty of opportunity directly at Sesmarias and nearby surroundings, and the retention of 100% of the Alvalade project provides a new opportunity for the Company to continue to build up the project into a long-term copper-zinc-lead-silver mining solution. Avrupa is drafting the final annual Alvalade License report and plans to submit it by August 14, 2025. Much of the information compiled in this report will be utilized to construct a Mining License Application, required by June 14, 2025. Further information concerning progress on all fronts will be disclosed in a timely manner, as the commercial documents are completed and signed, and the technical documents are submitted to the Mining Bureau call the “DGEG” in Portugal.
Slivova Project (Kosovo)
On April 3, 2025, the Company announced that its 51% partner at the Slivova Gold Project, Western Tethyan Resources (“WTR”), completed a 3-hole, 786.4-meter drilling project to test for further down-plunge extension of gold-silver mineralization in the main gossan zone and at the Dzemajl satellite deposit, located about 800 meters southwest of the main zone. Results are pending. London-based exploration and development company, Ariana Resources, holds 76% of WTR.
With the finish of the drilling program, WTR has also completed Phase 1 of the earn-in work program by fully spending the required €800,000 to hold 51% of the Project, under the Option Agreement, dated September 7, 2022 (see news release Slivova Option). WTR acquired shares in the project holding company, AVU Kosova LLC (“AVU Kosova”), to complete the 51% earn-in level in January 2025.
WTR may now increase its holding to 85% in AVU Kosova in two further phases over the next three years by making additional exploration expenditures totaling €1 million, completing an Environmental Impact Study (“EIS”) and a Feasibility Study (“FS”) for the Project, and by making the required mining license application to the Kosovo mining authorities.
The next two phases include:
·After completion of the first phase (51%) of the earn-in agreement, WTR will invest a further €1 million during 2025 in Phase 2 for an NI 43-101 resource estimate and commencement of a full Environmental Impact Study (“EIS”) to reach the 75% level of the option agreement.
·To gain 85%, WTR must complete the EIS, FS, and Mining License application in the fourth and fifth years from the effective date (2026-2027) in Phase 3.
Phase 4 of the Option Agreement includes certain milestone and success payments to a previous joint venture partner, Byrnecut International Ltd:
·€125,000 in cash within 30 days of the first to occur of: 1) Completion of a positive FS (minimum 15% IRR) or; 2) Avrupa or related party making a decision to proceed with development of a mining operation within the license area;
·€125,000 within 30 days of issuance of a mining license for the Project, and
·€125,000 within 30 days of commencement of mine construction within the license area;
·100 troy ounces of gold within 30 days of commencement of commercial production (“CCP”), then increasing by 75 troy ounces per year until and including the third anniversary of commercial production when 325 troy ounces will be delivered.
During Phase 5, Avrupa participates in mine construction or dilutes to a 1% NSR. Plans for the coming quarter include continued baseline environmental sampling, commencement of the full EIS, and preparation of a plan for further drilling in the main zone resource area to include geotech and hydrological study holes, as well as follow-up mineralization holes to the recently-completed work. The drilling is expected to begin in the second half of this year. Finland
On January 27, 2025, the Company announced the acquisition of two new exploration permits within sight of the Pyhäsalmi Mine headframe through its partnership with Akkerman Finland OY (“AFOy”). AFOy acquired the permits from Pyhäsalmi Mine Oy (“PMO”). In addition, both parties have agreed to collaborate in the ongoing exploration around the renowned Pyhäsalmi massive sulfide deposit, mined since 1969. The search is aimed at potential ore extensions and satellite deposits.
As part of the collaboration, PMO transferred its Komunneva and Lehto exploration permits to AFOy. Both parties signed a sales and purchase agreement on November 21, 2024. The agreement allows for AFOy to undertake generative exploration work within the permit boundaries, and if successful, potentially turn to PMO for partnering at later stages of exploration and development of a new mineral body. The initial cost to AFOy was nominal.
These two permits are located directly east of the Mining Concession and cover the presumed lateral extension of the mineral horizon over several kilometers (see Figure 1).
Figure 1. Location map of the Komunneva-Lehto permit application area.
Work will initially rely on the enormous database generated during decades of earlier studies, challenged by the structural complexity and large depth extent of the mineralization system (>1.5km). Despite the large amount of drilling to date, there are still a number of untested, prospective targets. These targets remain relevant, as the mining operation at Pyhäsalmi has not yet reached the end of its operating lifetime. PMO previously studied these permit areas as part of its Near-Mine exploration program involving multiple geophysical surveys and drilling. Results to date confirm presence of intense alteration and mineralization along the interpreted lateral extension of the mineral horizon. Historic scout drilling cut anomalous zinc, copper and precious metals’ values in 16 of the 46 holes drilled. AFOy initiated re-analysis of all historic data and information made available as part of the tenement transfers. Meanwhile, PMO will focus its present ongoing exploration efforts on its Pyhäsalmi Mining Concession area and within a new exploration permit area located immediately to the south of the Mining Concession.
On April 8, 2025, the Company reported progress with internal studies covering the Rauhala massive sulfide deposit, located near the historic Vihanti Mine in the Vihanti-Pyhäsalmi Mining District in central Finland. AFOy is advancing five massive sulfide projects in the district, including Rauhala.
**Figure 2.**Location of the Rauha mineral rights package, covering the Rauhala massive sulfide deposit in the Vihanti-Pyhäsalmi Mining District.
According to AEbv research, compilation, and recent reporting, the Rauhala deposit is a small, high-grade, sediment-hosted massive sulfide deposit located southwest of the historic Vihanti Mine in Central Finland. The Geological Survey of Finland discovered the deposit in 1985 and outlined mineralization with 61 drill holes. The mining company Outokumpu Oy took over the project in 1987, drilled nine more infill holes and in 1988 reported an in-house, non-NI 43-101 compliant geological resource* of 880,500 mt @ 1.6% copper, 6.1% zinc, 1% lead, 0,5 g/t gold, and 49 g/t silver. Reference to the private report (in Finnish) may be found at: 1988 Outokumpu report.
***Note: The historic resource estimate quoted above is historical in nature and not NI 43-101 compliant. It was compiled and reported by Outokumpu Oy during its operation (1988). This in-house estimate is historical in nature and should not be relied upon, however, it does suggest indications of mineralization on the property. The Qualified Person has not done sufficient work to classify the estimate as current Mineral Resources, and Avrupa is not treating this historical estimate as current Mineral Resources.
Outokumpu continued detailed studies for another six years, completing 22 more drill holes, metallurgical tests, and underground mine design works, but not the possibility of initial open pit mining. No work was attempted concerning the possibility of significant gold mineralization in the deposit. The government granted a mining concession to Outokumpu in 1992, but the company did not do any further work at the Rauhala deposit.
AFOy acquired the Rauhala deposit mineral rights in 2023 after a moratorium of the mining concession area expired. In November 2024, AFOy acquired further rights covering potential mineral extensions around the deposit from Pyhäsalmi Mine Oy. AFOy followed this by retrieving, compiling, and analyzing all historic data covering the deposit, including information and geochemical analyses for all 92 drill holes and 2,380 assays from the core samples. Compilation of the data produced the following conclusions:
·The deposit is a tabular layer of massive and disseminated sulfides containing base and precious metals.
·Mineralization is sediment-hosted. There are no associated volcanic units.
·Thickness of the layer varies from 0.5 meters to 12 meters, with an average of 3.6 meters.
·The mineral horizon sub-outcrops below a thin layer of till (which ranges to 20 meters thick), and dips 30°.
·So far, 81 of the 92 holes drilled define an area of 300 meters x 600 meters, drilled to a depth of 210 meters below the surface.
·The main questions remain whether the deposit extends beyond the area studied by Outokumpu, both laterally and at depth, and whether there is a mineralized feeder zone below the deposit.
**Figures 3a and 3b.**Plan view and known surface projection of the of the Rauhala deposit (GTK edited by P. Eilu, 2000)
**Figure 4.**Typical section through Rauhala deposit (see section location in Figure 2a; GTK edited by P.Eilu, 2000).
Avrupa and AEbv will develop a work plan for the coming field season that will include further geophysical studies and follow-up drilling to attempt to expand the volume of the mineralized zone. Work will concentrate on lateral and down-dip expansion potential of the known lens, exploration for possible feeder zone, review of the gold potential in and around the deposit, and the possibility of further lenses of mineralization around the permit area. The project is open for joint venture opportunities.
QUARTERLY FINANCIAL CONDITION
Capital Resources
The Company is aware of the current conditions in the financial markets and has planned accordingly. The Company’s current treasury and the future cash flows from warrants and options, along with the planned developments within the Company as well as with its JV partner might not be sufficient to carry out its activities throughout 2025. The Company might have to raise additional financing under difficult financial conditions. If the market conditions prevail or improve, the Company will make adjustment to budgets accordingly.
Liquidity
As at March 31, 2025, the Company had a working capital deficiency of $2,484 (December 31, 2024 – working capital of $76,740). With respect to working capital, $64,837 was held in cash (December 31, 2024 - $141,011). The decrease in cash was due to (a) the general administrative expenses and exploration work expenses totaling $71,174; and (b) deferred financing cost of $5,000.
Operations
Excluding the non-cash depreciation of $Nil (2024 - $362) and bad debt recovery of $Nil (2024 - $12,973), the Company’s first quarter general and administrative expenses amounted to $108,682 (2024 - $97,681), an increase of $11,001 mainly due to consulting fees, wages and benefits of $53,565 (2024 - $45,382).
During the three months ended March 31, 2025, the Company incurred exploration costs totaling $6,738 on Alvalade in Portugal. During the three months ended March 31, 2024, the Company incurred exploration costs totaling $8,829 including $5,901 on Alvalade in Portugal and $2,928 on Slivova in Kosovo.
During the three months ended March 31, 2025, the Company recorded a loss of investment in AFOy of $11,033 (2024 - $5,092) for its share of operating loss in AFOy.
During the three months ended March 31, 2025, the Company reported a loss of $79,728 (2024 – $10,376), an increase of $69,352.
SIGNIFICANT RELATED PARTY TRANSACTIONS
During the quarter, there was no significant transaction between related parties.
COMMITMENTS, EXPECTED OR UNEXPECTED, OR UNCERTAINTIES
As of the date of the MD&A, the Company has no outstanding commitments.
Tax deposits:
In November 2018, MAEPA paid €56,505 ($88,201) in lieu of bank guarantees of €77,918 ($121,625) to the Directora de Finanças de Braga in Portugal. This amount was comprised of €51,920 ($81,044) in respect of stamp tax and €4,585 ($7,157) in respect of VAT. The stamp tax portion relates to the interpretation that intercompany advances received by MAEPA are financing loans and, accordingly, are subject to stamp tax. The VAT portion relates to certain invoices for vehicle usage and construction services. As of December 31, 2019, the Company estimated that the judicial review process would take approximately one year for the VAT claim and three to five years for the stamp tax claim and that the likelihood of success for each was 50%. As a result, tax deposits were written down by $41,200 (€28,252) during the year ended December 31, 2019. During 2020, the judicial review ruled that approximately €1,971 VAT remained to be paid while the rest were annulled. The Company accepted this ruling. The Company is still waiting for a trial date regarding the stamp tax and it is estimated that the process can take another one to two years.
Other than disclosed in this MD&A – Quarterly Highlights, the Company does not have any commitments, expected or unexpected, or uncertainties.
RISK FACTORS
In our MD&A filed on SEDAR April 30, 2025 in connection with our annual financial statements (the “Annual MD&A”), we have set out our discussion of the risk factors Exploration risks, Market risks and Financing risk which we believe are the most significant risks faced by Avrupa. An adverse development in any one risk factor or any combination of risk factors could result in material adverse outcomes to the Company’s undertakings and to the interests of stakeholders in the Company including its investors. Readers are cautioned to take into account the risk factors to which the Company and its operations are exposed. To the date of this document, there have been no significant changes to the risk factors set out in our Annual MD&A.
DISCLOSURE OF OUTSTANDING SHARE DATA
The authorized share capital of the Company consists of an unlimited number of common shares without par value. The following is a summary of the Company’s outstanding share data as at March 31, 2025:
| Issued and Outstanding | ||
|---|---|---|
| March 31, 2025 | May 23, 2025 | |
| Common shares outstanding | 64,674,754 | 64,674,754 |
| Stock options | 1,575,000 | 1,575,000 |
| Warrants | 10,000,000 | 10,000,000 |
| Fully diluted common shares outstanding | 76,249,754 | 76,249,754 |
| Cautionary Statements<br><br><br><br><br><br>This document contains “forward-looking statements” within the meaning of applicable Canadian securities regulations. All statements other than statements of historical fact herein, including, without limitation, statements regarding exploration results and plans, and our other future plans and objectives, are forward-looking statements that involve various risks and uncertainties. Such forward-looking statements include, without limitation, our estimates of exploration investment, the scope of our exploration programs, and our expectations of ongoing administrative costs. There can be no assurance that such statements will prove to be accurate, and future events and actual results could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from our expectations are disclosed in the Company’s documents filed from time to time via SEDAR with the Canadian regulatory agencies to whose policies we are bound. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made, and we do not undertake any obligation to update forward-looking statements should conditions or our estimates or opinions change, except as required by law. Forward-looking statements are subject to risks, uncertainties and other factors, including risks associated with mineral exploration, price volatility in the mineral commodities we seek, and operational and political risks. Readers are cautioned not to place undue reliance on forward-looking statements. | ||
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