NexMetals Mining Corp 10-K/A for FY2025
NexMetals Mining Corp. (NEXM)
About this 10-K/A
NexMetals Mining Corp filed this 10-K/A on May 13, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- 59.09M CAD
- compared with a net loss of 42.42M CAD a year earlier
- Diluted EPS
- 2.86 CAD
- down 43.0% from 5.02 CAD a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended
OR
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______ to _______
Commission
File Number:
(Exact name of registrant as specified in its charter)
| Province
of British Columbia, |
||
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The
|
Securities registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the Registrant is not required to file Reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a Report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial Reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit Report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
The
aggregate market value of the voting and non-voting common equity held by non-affiliates on June 30, 2025, based on a closing price of
US$9.40, was approximately US$
As of March 13, 2026, there were Common Shares issued and outstanding.
NEXMETALS MINING CORP.
Annual
Report on Form 10-K/A
For the year ended December 31, 2025
TABLE OF CONTENTS
| EXPLANATORY NOTE | 1 |
| Part II | F-1 |
| Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. | F-1 |
| Part IV | 2 |
| Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. | 2 |
| Signatures | 4 |
| -i- |
EXPLANATORY NOTE
The Company is filing this Amendment solely to:
| ● | add the signature of MNP LLP (the “Independent Registered Public Accounting Firm”) to its Report of Independent Registered Public Accounting Firm included in Item 8 of the Original Filing, which signature was inadvertently omitted in the Original Filing (notwithstanding the fact that the original Report of Independent Registered Public Accounting Firm was dated and signed by the Independent Registered Public Accounting Firm and received by the Company on March 13, 2026, prior to the filing of the Original Filing); | |
| ● | remove the consent of the Independent Registered Public Accounting Firm, which consent is not required as Item 601 of Regulation S-K only requires an auditor consent when an issuer incorporates the report of an auditor into a registration statement under the U.S. Securities Act of 1933, as amended, and the Company has no such registration statements at present; | |
| ● | include currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. |
Except as described above, this Amendment does not amend, update or change any other items or disclosures in the Original Filing and does not purport to reflect any information or events subsequent to the filing of the Original Filing. As such, this Amendment only speaks as of the date the Original Filing was filed, and we have not undertaken herein to amend, supplement or update any information contained in the Original Filing to give effect to any subsequent events. Accordingly, this Amendment should be read in conjunction with the Company’s filings made with the SEC.
| -1- |
Part II
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The audited consolidated financial statements of NexMetals Mining Corp. as of December 31, 2025, and 2024 are appended to this Report beginning on page F-1.
Consolidated Financial Statements
For the years ended December 31, 2025, and 2024
In accordance with generally accepted accounting principles in the United States and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission and stated in Canadian dollars, unless otherwise indicated
INDEX
Independent
Auditor’s Report (PCAOB ID
Consolidated Financial Statements
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Shareholders of NexMetals Mining Corp.
Opinion on the Consolidated Financial Statements
In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2025 and 2024, and the results of its consolidated operations and its consolidated cash flows for each of the years in the two-year period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.
Material Uncertainty Related to Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred recurring net losses and has not generated profitable operations from its resource activities. Which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
| F-2 |
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Going Concern
Critical Audit Matter Description
As described in Note 1, the Company, being in the exploration stage, is subject to risks and challenges similar to companies in a comparable stage. These risks include the challenges of securing adequate capital for exploration and operational risks inherent in the mining industry, and global economic and metal price volatility and there is no assurance management will be successful in its endeavors. The ability of the Company to continue operations as a going concern is ultimately dependent upon achieving profitable operations and its ability to obtain adequate financing. To date, the Company has not generated profitable operations from its resource activities and will need to invest additional funds in carrying out its planned exploration and operational activities. Management has prepared future cash flow forecasts, which involves judgement and estimation of key variables, such as planned financing and capital and operational expenditures. Future economic conditions and effects of key events subsequent to the year end, such as debt and equity financing, also impacted management’s judgements and estimates. We identified the Company’s ability to continue as a going concern as a critical audit matter because auditing the Company’s going concern assessment is complex and involves a high degree of auditor judgment to assess the reasonableness of the cash flow forecasts, planned refinancing actions and other assumptions used in the Company’s going concern analysis. The Company’s ability to execute the planned refinancing actions are especially judgmental given that the global financial markets and economic conditions have been, volatile. This matter is also described in the “Material Uncertainty Related to Going Concern” section of our report.
Audit Response
We responded to this matter by performing procedures over management’s assessment of the Company’s ability to continue as a going concern. Our audit work in relation to this included, but was not restricted to, the following:
| ● | We evaluated the cash flow forecasts prepared by management and evaluated the integrity and arithmetical accuracy of the model. | |
| ● | We evaluated the key assumptions used in the model to estimate future cash flows for a reasonable period of time, not exceeding 12 months from the issued date of the consolidated financial statements, by comparing assumptions used by management against budgets, economic and industry indicators and publicly available information. | |
| ● | We evaluated the key assumptions pertaining to estimated cash flows from operating activities and expected cash flows from financing activities, underlying agreements, private placement raises and subsequent events thereafter. | |
| ● | We assessed the adequacy of the going concern disclosures included in Note 1 of the consolidated financial statements and consider these to appropriately reflect the assessments that management has performed. |
| F-3 |
Valuation of the units issued for debt settlement
Critical Audit Matter Description
As described in Note 10, on March 18, 2025, the Company closed the debt settlement through the issuance of units in full satisfaction of the term loan previously advanced by the Company. Each settlement unit consists of one common share of the Company and one common share purchase warrant of the Company. The units had a four month hold period and the common share purchase warrants included an acceleration feature. It required management judgements and estimates to fair value the units. We identified the valuation of the units issued for debt settlement as a critical audit matter because auditing the fair value of the units is complex and involves a high degree of auditor judgment.
Audit Response
We responded to this matter by performing audit procedures over the valuation of the units issued for debt settlement. Our audit work in relation to this included, but was not restricted to, the following:
| ● | We obtained management’s calculations for the fair value of the units and ensure the gain/loss on the debt extinguishment was recorded properly | |
| ● | We involved our valuation specialists to assess the Company’s valuation methodology, the model used, the various inputs utilized as well as certain significant assumptions and the calculation was accurate. |
We have served as the Company’s auditor since 2022.
Chartered Professional Accountants |
| Licensed Public Accountants |
| March 13, 2026 |
|
PCAOB ID: 1930 |
| F-4 |
Consolidated Balance Sheets
(Expressed in Canadian dollars)
| Notes | December 31, 2025 $ | December 31, 2024 $ | ||||||||
| As at | ||||||||||
| Notes | December 31, 2025 $ | December 31, 2024 $ | ||||||||
| ASSETS | ||||||||||
| CURRENT ASSETS | ||||||||||
| Cash and cash equivalents | 3 | |||||||||
| Prepaid expenses | ||||||||||
| Other receivables | 4 | |||||||||
| TOTAL CURRENT ASSETS | ||||||||||
| NON-CURRENT ASSETS | ||||||||||
| Exploration and evaluation assets | 5 | |||||||||
| Property, plant and equipment | 6 | |||||||||
| TOTAL NON-CURRENT ASSETS | ||||||||||
| TOTAL ASSETS | ||||||||||
| LIABILITIES | ||||||||||
| CURRENT LIABILITIES | ||||||||||
| Trade payables and accrued liabilities – current | 2(c),7 | |||||||||
| Vehicle financing – current | 2(c) | |||||||||
| Mortgage payable – current | 9 | |||||||||
| DSU liability – current | 12(c) | |||||||||
| TOTAL CURRENT LIABILITIES | ||||||||||
| NON-CURRENT LIABILITIES | ||||||||||
| Trade payables and accrued liabilities – non-current | 2(c),7 | |||||||||
| Provision for leave and severance | ||||||||||
| Vehicle financing – non-current | 2(c) | |||||||||
| Mortgage payable – non-current | 9 | |||||||||
| Term Loan | 10 | |||||||||
| NSR option liability | 11 | |||||||||
| DSU liability – non-current | 12(c) | |||||||||
| TOTAL NON-CURRENT LIABILITIES | ||||||||||
| TOTAL LIABILITIES | ||||||||||
| SHAREHOLDERS’ EQUITY (DEFICIENCY) | ||||||||||
| Common Shares ( | 12 | |||||||||
| Preferred shares ( | 12 | |||||||||
| Additional paid-in capital | ||||||||||
| Deficit | ( | ) | ( | ) | ||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||||
| TOTAL SHAREHOLDERS’ EQUITY (DEFICIENCY) | ( | ) | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||
| Nature of Operations and Going Concern (Note 1) | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
Approved by the Board of Directors on March 13, 2026.
“signed” Sean Whiteford Director and Chief Executive Officer |
“signed” Jason LeBlanc Director |
| F-5 |
Consolidated Statements of Operations and Comprehensive Loss
(Expressed in Canadian dollars)
| 2025 | 2024 | |||||||||
| Year ended December 31, | ||||||||||
| 2025 | 2024 | |||||||||
| Notes | $ | $ | ||||||||
| EXPENSES | ||||||||||
| General exploration expenses | 5 | |||||||||
| Depreciation and amortization | 6 | |||||||||
| General and administrative expenses | 2(c),18 | |||||||||
| Investor relations and communications | 2(c) | |||||||||
| Director fees | ||||||||||
| Fair value movement of DSUs | 12(c) | ( | ) | ( | ) | |||||
| Impairment loss | 5 | |||||||||
| Net foreign exchange loss | ||||||||||
| LOSS FOR THE YEAR BEFORE OTHER ITEMS | ||||||||||
| OTHER ITEMS | ||||||||||
| Interest income, net | ( | ) | ( | ) | ||||||
| Interest expense and accretion on term loan | 10 | |||||||||
| Loss on term loan extinguishment | 10 | |||||||||
| Other income | ( | ) | ||||||||
| NET LOSS FOR THE YEAR | ||||||||||
| OTHER COMPREHENSIVE LOSS (INCOME) | ||||||||||
| Exchange differences on translation of foreign operations | ( | ) | ||||||||
| TOTAL COMPREHENSIVE LOSS FOR THE YEAR | ||||||||||
| Basic and diluted loss per share | ||||||||||
| Weighted average number of Common Shares outstanding – basic and diluted | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
Consolidated Statements of Changes in Shareholders’ Equity (Deficiency)
(Expressed in Canadian dollars)
| Notes | Number
of shares | Preferred shares $ | Additional paid-in capital $ | Deficit $ | Accumulated other comprehensive (loss) income $ | Total shareholders’ (deficiency) equity $ | ||||||||||||||||||||
| BALANCE, DECEMBER 31, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||
| Share capital issued through public offering | 12(a) | |||||||||||||||||||||||||
| Share issue costs – public offering | 12(a) | - | ( | ) | ( | ) | ||||||||||||||||||||
| Share capital issued through private placement | 12(a) | |||||||||||||||||||||||||
| Share issue costs – private placement | 12(a) | - | ( | ) | ( | ) | ||||||||||||||||||||
| Share capital issued through debt conversion | 10 | |||||||||||||||||||||||||
| Share issue costs – debt conversion | 10 | - | ( | ) | ( | ) | ||||||||||||||||||||
| Exercise/settlement of share-based awards, net | 12(c) | |||||||||||||||||||||||||
| Share-based compensation | 12(c) | - | ||||||||||||||||||||||||
| Exchange differences on translation of foreign operations | - | ( | ) | ( | ) | |||||||||||||||||||||
| BALANCE, DECEMBER 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||
| BALANCE, DECEMBER 31, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance | ( | ) | ( | ) | ||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||
| Share capital issued through private placement | ||||||||||||||||||||||||||
| Share issue costs | - | ( | ) | ( | ) | |||||||||||||||||||||
| Exercise/settlement of share-based awards, net | ||||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||
| Exchange differences on translation of foreign operations | - | |||||||||||||||||||||||||
| BALANCE, DECEMBER 31, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Balance | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-7 |
Consolidated Statements of Cash Flows
(Expressed in Canadian dollars)
| Notes | 2025 $ | 2024 $ | ||||||||
| OPERATING ACTIVITIES | ||||||||||
| Net loss for the period | ( | ) | ( | ) | ||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||
| DSUs granted | ||||||||||
| Fair value movement of DSUs | 12(c) | ( | ) | ( | ) | |||||
| Share-based compensation | 12(c) | |||||||||
| Depreciation and amortization | 6 | |||||||||
| Provision for leave and severance | ||||||||||
| Interest and accretion, net | ||||||||||
| Accrued interest on lease liability | ||||||||||
| Loss on term loan extinguishment | 10 | |||||||||
| DSU redemption | 12(c) | ( | ) | |||||||
| Impairment loss | 5 | |||||||||
| Other income | ( | ) | ||||||||
| Unrealized foreign exchange gain | ( | ) | ||||||||
| Changes in non-cash working capital | ||||||||||
| Prepaid expenses and other receivables | ( | ) | ( | ) | ||||||
| Trade payables and accrued expenses | ||||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||||
| INVESTING ACTIVITIES | ||||||||||
| Acquisition of property, plant and equipment | 6 | ( | ) | ( | ) | |||||
| Acquisition of exploration and evaluation assets | 6 | ( | ) | |||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||||
| FINANCING ACTIVITIES | ||||||||||
| Proceeds from issuance of units | 12(a) | |||||||||
| Share issue costs | 10,12(a) | ( | ) | ( | ) | |||||
| Vehicle loan financing, net of payments | ( | ) | ||||||||
| Mortgage financing | 9 | |||||||||
| Mortgage payments | 9 | ( | ) | |||||||
| Lease payments | ( | ) | ||||||||
| Net cash provided by financing activities | ||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||||
| Change in cash and cash equivalents for the year | ( | ) | ||||||||
| Cash and cash equivalents at the beginning of the year | ||||||||||
| Cash and cash equivalents at the end of the year | ||||||||||
| Supplemental cash flow information | ||||||||||
| Non-cash financing activities: | ||||||||||
| Fair value of Common Shares
issued for conversion of term loan | 10 | |||||||||
| Fair value of Settlement
Warrants issued for conversion of term loan | 10 | |||||||||
| Fair value of Common Shares
issued for finder’s fees and advisory services | 10,12(a) | |||||||||
| Other cash flow information: | ||||||||||
| Income taxes paid | ||||||||||
| Interest paid | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-8 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
1. NATURE OF OPERATIONS AND GOING CONCERN
a) Nature of Operations
NexMetals Mining Corp. and its wholly owned subsidiaries’ (formerly Premium Resources Ltd.) principal business activity is the exploration and evaluation of the Selebi Main and Selebi North copper-nickel-cobalt mines in Botswana as well as the exploration and evaluation of the copper, nickel, cobalt, platinum-group elements of the Selkirk mine in Botswana.
The common shares of NEXM are listed and posted for trading on the Nasdaq and on the TSXV under the symbol “NEXM”. Prior to June 11, 2025, the Company traded on the TSXV under its previous name and symbol, Premium Resources Ltd. and “PREM”, respectively. The Company’s head and registered office is located at 1111 West Hastings Street, 15th Floor, Vancouver, British Columbia, Canada, V6E 2J3.
b) Going Concern
The Company, being in the exploration stage, is subject to risks and challenges similar to companies in a comparable stage of exploration and development. These risks include the challenges of securing adequate capital for exploration and advancement of the Company’s material projects, operational risks inherent in the mining industry, and global economic and metal price volatility, and there is no assurance management will be successful in its endeavours.
These
consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it
will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course
of operations. The ability of the Company to continue operations as a going concern is ultimately dependent upon achieving profitable
operations and its ability to obtain adequate financing. The Company incurred a net loss of $
It is not possible to predict whether future financing efforts will be successful or if the Company will attain a profitable level of operations. These material uncertainties cast substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities and the reported expenses and comprehensive loss that might be necessary should the Company be unable to continue as a going concern. These adjustments could be material.
The properties in which the Company currently has an interest are in pre-revenue stage. As such, the Company is dependent on external financing to fund its activities. In order to carry out the planned activities and cover administrative costs, the Company will use its existing working capital and raise additional amounts as needed.
On
November 17, 2025, the Company closed a public offering for gross proceeds of $ (Note 12(a)). While this transaction provided
sufficient capital for the Company to pay the second instalment under the Selebi APA (defined in Note 5) of $
Although the Company has been successful in its past fundraising activities, there is no assurance as to the success of future fundraising efforts or as to the sufficiency of funds raised in the future.
| F-9 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of Compliance
These consolidated financial statements reflect the accounts of the Company and have been prepared in accordance with US GAAP and pursuant to the rules and regulations of the SEC.
(b) Basis of Preparation
These consolidated financial statements have been prepared under the historical cost convention, modified by the revaluation of any financial assets and financial liabilities where applicable. The preparation of these consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company as of December 31, 2025, and through the date of this Report filing.
Operating segments are reported in a manner consistent with the internal reporting provided to executive management. The Company determined that it has one reportable operating segment being that of the acquisition, exploration and evaluation of mineral properties in three geographic segments, which are Canada, Barbados and Botswana (Note 15).
The Company’s presentation currency is Canadian dollars. Reference herein of $ or CAD is to Canadian dollars, US$ or USD is to United States dollars, and BWP is to Botswana pula.
(c) Reclassification
Certain
comparative figures on the consolidated balance sheets, consolidated statements of operations and comprehensive loss and the notes
to the consolidated financial statements have been reclassified to conform to the current year presentation. These reclassifications
have no effect on net loss or shareholders’ equity as previously reported. For the year ended December 31, 2024, general and
administrative expenses were reduced by $
| F-10 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
On June 20, 2025, the Company consolidated its Common Shares on the basis of twenty (20) pre-consolidated shares for every one (1) post-consolidation share (the “Share Consolidation”).
As a result of the Share Consolidation, the number of Common Shares issuable upon exercise of outstanding warrants has been adjusted in accordance with the applicable warrant terms, such that each warrant now entitles the holder to receive one post-consolidation Common Share for every twenty Common Shares previously issuable, at a proportionally adjusted exercise price. The total number of warrants outstanding was not affected by the Consolidation. For comparative and presentation purposes, all warrant figures presented herein, including the number of warrants outstanding and the number of Common Shares issuable upon exercise, are presented on a post-consolidation basis.
The exercise price, Options outstanding, and number of Common Shares issuable upon the exercise of outstanding Options presented in these financial statements were proportionately adjusted to reflect the Share Consolidation. Further, the number of restricted share units and deferred share units, and number of Common Shares issuable upon the vesting of restricted share units presented in these financial statements were also proportionately adjusted to reflect the Share Consolidation. All information respecting outstanding Common Shares and other securities of the Company, including basic and diluted loss per share, in the current and comparative periods presented herein give effect to the Share Consolidation.
(e) Basis of Consolidation
These consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries as summarized in the table below. All intercompany transactions, balances, income and expenses are eliminated upon consolidation.
SCHEDULE OF ITS WHOLLY-OWNED SUBSIDIARIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS
| Name of Entity | Place of Incorporation |
Percentage Ownership |
Functional Currency | |||
| NexMetals Mining Corp. | CAD | |||||
| NAN Exploration Inc. | CAD | |||||
| PNR Amalco Ltd. | CAD | |||||
| Premium Resources International Ltd. | USD | |||||
| Premium Resources Selkirk (Barbados) Limited | USD | |||||
| Premium Resources Selebi (Barbados) Limited | USD | |||||
| Premium Nickel Group Proprietary Limited | BWP | |||||
| Premium Nickel Resources Proprietary Limited | BWP |
(f) Foreign currency translation
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign denominated monetary items are translated at the rates prevailing on the balance sheet date. Non-monetary items measured at historical cost continue to be carried at the exchange rates prevailing at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate prevailing at the date when fair values were determined.
Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in net loss in the year in which they arise.
Exchange differences arising on the translation of non-monetary items are recognized in other comprehensive loss to the extent that gains and losses arising on those non-monetary items are also recognized in other comprehensive loss. Where the non-monetary gain or loss is recognized in net loss, the exchange component is also recognized in net loss.
(g) Foreign operations
In the Company’s consolidated financial statements, all assets, liabilities and transactions of the Company’s entities with a functional currency other than the Canadian dollar are translated into Canadian dollars upon consolidation. The functional currency of the Company’s subsidiaries in Barbados is the USD, and the BWP for the subsidiaries in Botswana. On consolidation, assets and liabilities have been translated into Canadian dollars at the closing rate on the balance sheet date. Fair value adjustments arising on the acquisition of a foreign entity have been treated as assets and liabilities of the foreign entity and translated into Canadian dollars at the closing rate on the balance sheet date. Income and expenses have been translated into Canadian dollars at the average rate over the reporting period. Exchange differences are charged or credited to other comprehensive loss and recognised in the currency translation reserve in equity. On disposal of a foreign operation, the related cumulative translation differences recognised in equity are reclassified to profit or loss and are recognised as part of the gain or loss on disposal.
| F-11 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
(h) Cash and Cash Equivalents
Cash and cash equivalents include all highly-liquid investments with an original maturity of three months or less. The Company minimizes its credit risk by investing its cash and cash equivalents with major Canadian and international banks and financial institutions with a minimum long-term credit rating of A, as defined by Standard & Poor’s. The Company’s management believes that no concentration of credit risk exists with respect to the investment of its cash and cash equivalents.
(i) Exploration and evaluation assets
Costs of leasing, exploration, evaluation, carrying and retaining unproven mineral properties are expensed as incurred. If the Company identifies proven and probable reserves in its investigation of a property and upon the establishment of commercial feasibility, the property would enter the development stage and future costs would be capitalized until production is established. When a property reaches the production stage, the related capitalized costs are amortized on a units-of-production basis over the proven and probable reserves following the commencement of production. Interest expense allocable to the cost of developing mining properties and to construct new facilities is capitalized until assets are ready for their intended use.
To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all exploration and evaluation costs are being expensed.
ASC 930-805 - Extractive Activities-Mining: Business Combinations states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights which are considered tangible assets under ASC 930-805. ASC 930-805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims.
(j) Impairment of long-lived assets
Long-lived assets, including exploration and evaluation assets and property, plant and equipment, are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances that could trigger a review include, but are not limited to: significant decreases in the market price of the assets; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the assets; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the assets; and current expectation that the assets will more likely than not be sold or significantly disposed of before the end of their estimated useful life.
When indicators of potential impairment are present, the Company prepares a projected undiscounted cash flow analysis for the respective asset or asset group. If the sum of the undiscounted cash flows is less than the carrying value of the asset or asset group, an impairment loss is recognized equal to the excess of the carrying value over the fair value. Fair value can be determined using a market approach, income approach or cost approach. Recognized impairment losses are not reversed.
During
the year ended December 31, 2025, the Company recorded an impairment loss of $
(k) Leases
At commencement of a contract, the Company assesses whether a contract is, or contains, a lease by determining whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. A right-of-use (the “ROU”) asset and lease liability are recognized at the lease commencement date. The lease liability is initially measured at the present value of all future lease payments that have not been paid as of the commencement date of the lease, discounted using the Company’s incremental borrowing rate, unless the rate implicit in the lease is readily determinable. The ROU asset is initially measured at cost, which is calculated as the initial amount of the lease liability, with an adjustment for any initial direct costs incurred, plus adjustments for any lease payments made in advance of the commencement date, and less any lease incentives received.
ASC 842 requires a lessee to classify a lease as either a finance or operating lease. Interest and amortization expense are recognized for finance leases while only a single lease expense is recognized for operating leases, typically on a straight-line basis.
ROU assets are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is remeasured when there is a change in future lease payments, when there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. These adjustments are recorded through profit or loss.
| F-12 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
(l) Property, plant and equipment
Property, Plant and Equipment is stated at historical cost less accumulated depreciation and accumulated impairment losses.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of a significant replaced part is derecognized. All other repairs and maintenance are charged to net loss during the financial period in which they are incurred. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in net loss.
Depreciation is calculated using the straight-line method to charge the cost, less residual value, of the assets to net loss over their estimated useful lives. The depreciation rate applicable to each category of property, plant and equipment is as follows:
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT
| Property, Plant & Equipment | Estimated useful life (years) | |
| Computer and software | ||
| Vehicles | ||
| Equipment | ||
| Furniture and fixtures | ||
| Buildings |
(m) Additional paid-in capital
Additional paid-in capital is presented at the value of the shares issued as the Company’s shares have no stated par value. Transaction costs directly attributable to the issuance of Common Shares are recognized as a deduction from equity. Transactions with shareholders are disclosed separately in equity.
The proceeds from the exercise of Options or warrants, together with amounts previously recorded in additional paid-in capital over the applicable vesting periods for Options, warrants, and restricted share units, are recorded as additional paid-in capital.
(n) Unit placements
The Company uses the relative fair value method with respect to the measurement of shares and warrants issued as private placement or public offering units. Under the relative fair value method, the Company first determines the fair value of the Common Shares and warrants issued in a private placement or public offering, calculates the total fair value of the issued units, and then allocates the proceeds received between the Common Shares and warrants based on their relative fair values.
(o) Share-based compensation
The Company grants equity settled share-based compensation in the form of Options and RSUs and cash settled share-based compensation in the form of DSUs in exchange for the provision of services. The Company records share-based compensation in accordance with ASC 718 - Compensation – Stock Compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the equity instrument issued.
The Company determines the fair value of the awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in net loss over the requisite service period. At the end of the reporting period, the Company updates its estimate of the number of awards that are expected to vest and adjusts the total expense to be recognized over the vesting period. Where an unvested award is cancelled by the Company or the counterparty, any remaining element of the fair value of the award is expensed immediately or reversed through profit or loss, depending on the type of cancellation.
The liability with respect to cash settled DSUs is revalued at the end of each reporting period to reflect changes in the Company’s share price, with these fair value adjustments recognized in net loss for the period.
Basic loss per Common Share is calculated using the weighted average number of Common Shares outstanding during the period and does not include outstanding Options, RSUs and warrants. Diluted loss per Common Share is not presented differently from basic loss per Common Share as the conversion of outstanding Options, RSUs and warrants into Common Shares would be anti-dilutive given the Company’s ongoing net loss position.
| F-13 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
(q) Income taxes
The Company’s tax provision consists of taxes currently payable or receivable, plus any change during the period in deferred tax assets and liabilities. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for certain temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in net loss in the period of the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized.
The Company operates in multiple jurisdictions where uncertainties arise in the application of complex tax regulations. Therefore, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting for income taxes requires a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if available evidence indicates it is more likely than not that the tax position will be sustainable based on its technical merits. The second step is to measure the tax benefit as the largest amount with a greater than 50 percent likelihood of being realized upon ultimate settlement. For tax positions that are 50 percent or less likely of being sustained upon audit, the Company does not recognize any portion of that benefit in the financial statements.
(r) Derivative instruments
The Company evaluates its financial instruments and other contracts to determine if those contracts, or embedded components of those contracts, qualify as derivatives to be separately accounted for in accordance with ASC 815 – Derivatives and Hedging. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market at each balance sheet date and recorded as an asset or liability and the change in fair value is recorded in net loss.
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Derivative instruments that become subject to reclassification are reclassified at the fair value of the instrument on the reclassification date.
(s) Debt Extinguishment
Upon the extinguishment of debt, the difference between the consideration transferred on extinguishment, including miscellaneous costs of reacquisition, and the net carrying amount of the debt being extinguished, being the amount due at maturity, adjusted for unamortized premiums, discounts, and costs of issuance, is recognized as a gain or loss when the debt is extinguished. The fair value of the assets transferred or the fair value of an equity interest granted is used in accounting for the settlement of the debt unless the fair value of the debt being settled is more clearly evident.
(t) Use of Estimates
The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that can affect reported amounts of assets, liabilities, revenues and expenses and the accompanying disclosures. Estimates and assumptions are continuously evaluated and are based on management’s historical experience and on other assumptions believed to be reasonable at the time of preparation of the consolidated financial statements. However, different estimates and assumptions could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The more significant areas requiring the use of management estimates and assumptions include the recoverability of exploration and evaluation assets; asset lives for depreciation and amortization; the Company’s ability to continue as a going concern; valuation of share-based compensation and warrants; deferred taxes and valuation allowances; and asset retirement obligations. Management has determined that the Company has no asset retirement obligations at December 31, 2025.
| F-14 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
Recently Adopted Accounting Pronouncements
(u) ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures
In December 2023, the FASB issued a final standard on improvements to income tax disclosures. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. This new standard does not affect the recognition, measurement or financial statement presentation. The Company adopted the new standard effective January 1, 2025. Refer to Note 17 – Income Taxes for further information.
Recently Issued Accounting Pronouncements and Disclosures Not Yet Adopted
(v) ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures and ASU 2025-01 (Subtopic 220-40): Clarifying the Effective Date
In November 2024, FASB issued an ASU which will require entities to provide disaggregated disclosure of specified categories of expenses that are included on the face of the income statement, including: purchases of inventory, employee compensation, depreciation, amortization and depletion. In January 2025, FASB clarified the effective dates of this ASU, which becomes effective January 1, 2027. The Company is assessing the impact of this ASU, and upon adoption, may be required to include certain additional disclosures in the notes to its consolidated financial statements.
3. CASH AND CASH EQUIVALENTS
A summary of the Company’s cash and cash equivalents is detailed in the table below:
SCHEDULE OF CASH AND CASH EQUIVALENTS
December 31, 2025 $ | December 31, 2024 $ | |||||||
| Cash | ||||||||
| Short-term deposits | ||||||||
| Total cash and cash equivalents | ||||||||
4. OTHER RECEIVABLES
A summary of the Company’s other receivables is detailed in the table below:
SCHEDULE OF OTHER RECEIVABLES
December 31, 2025 $ | December 31, 2024 $ | |||||||
| HST on purchases | ||||||||
| VAT on purchases | ||||||||
| Other receivables | ||||||||
| Total other receivables | ||||||||
VAT on purchases includes a receivable in the amount of $
| F-15 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
5. EXPLORATION AND EVALUATION ASSETS
The exploration and evaluation assets of the Company consist of the acquisition costs of mining assets located in Botswana:
SCHEDULE OF EXPLORATION AND EVALUATION ASSETS
Selebi $ | Selkirk $ | Total $ | ||||||||||
| Botswana | ||||||||||||
Selebi $ | Selkirk $ | Total $ | ||||||||||
| Balance, December 31, 2023 | ||||||||||||
| Foreign currency translation | ||||||||||||
| Balance, December 31, 2024 | ||||||||||||
| Balance | ||||||||||||
| Impairment loss – Phikwe South and Southeast Extension | ( | ) | ( | ) | ||||||||
| Addition – Selebi APA Second Instalment | ||||||||||||
| Foreign currency translation | ( | ) | ( | ) | ||||||||
| Balance, December 31, 2025 | ||||||||||||
| Balance | ||||||||||||
The following is a description of the Company’s exploration and evaluation assets and the related spending commitments:
Botswana Assets - Selebi and Selkirk
In September 2021, the Company executed the Selebi APA with the BCL liquidator to acquire the Selebi Mines formerly operated by BCL. In January 2022, the Company closed the transaction and ownership of the Selebi Mines transferred to the Company.
Pursuant
to the Selebi APA, the aggregate purchase price payable to the seller for the Selebi Mines shall be the sum of $
| ● | $ |
| ● | $ |
| ● | $ |
The
total acquisition cost of the Selebi Mines includes the first instalment of $
In
addition to the Selebi APA, the purchase of the Selebi Mines is also subject to a royalty agreement as well as a contingent consideration
agreement with the liquidator.
| F-16 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
The Company also negotiated a separate Selkirk APA with the liquidator of TNMC in January 2022 to acquire the Selkirk deposit and related infrastructure formerly operated by TNMC. The transaction closed in August 2022.
The
Selkirk APA does not provide for a purchase price or initial payment for the purchase of the assets. The acquisition cost of the
Selkirk Mine of $
In
addition to the Selkirk APA, the purchase of the Selkirk Mine is also subject to a royalty agreement as well as a contingent consideration
agreement with the liquidator.
In
August 2023, the Company entered into a binding commitment letter with the liquidator of BCL to acquire a
Both
the Selebi Mines and Selkirk Mine are subject to a royalty payable to the Botswana Government of
| F-17 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
General Exploration Expenses
Details of the general exploration expenses by nature are presented as follows:
SCHEDULE OF GENERAL EXPLORATION EXPENSES
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | |||||||||||||||||||||||||
| Year ended December 31, 2025 | Year ended December 31, 2024 | |||||||||||||||||||||||||||||||
Selebi $ |
Selkirk $ |
Other $ |
Total $ |
Selebi $ |
Selkirk $ |
Other $ |
Total $ |
|||||||||||||||||||||||||
| Drilling | ||||||||||||||||||||||||||||||||
| Site operations, administration, & overhead | ||||||||||||||||||||||||||||||||
| Infrastructure & equipment maintenance | ||||||||||||||||||||||||||||||||
| Geology | ||||||||||||||||||||||||||||||||
| Mine development | ||||||||||||||||||||||||||||||||
| Electricity | ||||||||||||||||||||||||||||||||
| Engineering & technical studies | ||||||||||||||||||||||||||||||||
| Geophysics | ||||||||||||||||||||||||||||||||
| Freight, tools, supplies, & other consumables | ||||||||||||||||||||||||||||||||
| Health & safety | ||||||||||||||||||||||||||||||||
| Environmental, social & governance | ||||||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||
| F-18 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
6. PROPERTY, PLANT AND EQUIPMENT
The tables below set out costs and accumulated depreciation and amortization as at December 31, 2025, and December 31, 2024:
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT
| Cost | Land and Buildings(1) $ | Equipment(1,2) $ | Furniture & Fixtures $ | Vehicles $ | Computer & Software $ | Total $ | ||||||||||||||||||
| Balance – December 31, 2023 | ||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||
| Foreign currency translation | ( | ) | ||||||||||||||||||||||
| Balance – December 31, 2024 | ||||||||||||||||||||||||
| Balance, Cost | ||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||
| Additions, Cost | ||||||||||||||||||||||||
| Foreign currency translation | ||||||||||||||||||||||||
| Foreign currency translation, Cost | ||||||||||||||||||||||||
| Balance – December 31, 2025 | ||||||||||||||||||||||||
| Balance, Cost | ||||||||||||||||||||||||
| Accumulated Depreciation and Amortization | Land and Buildings(1) | Equipment(1) | Furniture & Fixtures | Vehicles | Computer & Software | Total | ||||||||||||||||||
| Balance – December 31, 2023 | ||||||||||||||||||||||||
| Depreciation during the year | ||||||||||||||||||||||||
| Foreign currency translation | ||||||||||||||||||||||||
| Balance – December 31, 2024 | ||||||||||||||||||||||||
| Balance, Accumulated Depreciation & Amortization | ||||||||||||||||||||||||
| Depreciation during the period | ||||||||||||||||||||||||
| Depreciation during the period, Accumulated Depreciation & Amortization | ||||||||||||||||||||||||
| Foreign currency translation | ( | ) | ( | ) | ||||||||||||||||||||
| Foreign currency translation, Accumulated Depreciation & Amortization | ( | ) | ( | ) | ||||||||||||||||||||
| Balance – December 31, 2025 | ||||||||||||||||||||||||
| Balance, Accumulated Depreciation & Amortization | ||||||||||||||||||||||||
| Carrying Value | Land and Buildings(1) | Equipment(1)(2) | Furniture & Fixtures | Vehicles | Computer & Software | Total | ||||||||||||||||||
| Balance – December 31, 2024 | ||||||||||||||||||||||||
| Balance, Carrying Value | ||||||||||||||||||||||||
| Balance – December 31, 2025 | ||||||||||||||||||||||||
| Balance, Carrying Value | ||||||||||||||||||||||||
Notes:
(1) |
|
| (2) |
| F-19 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
7. TRADE PAYABLES AND ACCRUED LIABILITIES
A summary of trade payables and accrued liabilities is detailed in the table below:
SCHEDULE OF TRADE PAYABLES AND ACCRUED LIABILITIES
December 31, 2025 $ | December 31, 2024 $ | |||||||
| Amounts due to related parties (Note 13) | ||||||||
| Trade payables | ||||||||
| Accrued liabilities | ||||||||
| Severance payable | ||||||||
| Total | ||||||||
| Less: current portion | ||||||||
| Non-current portion | ||||||||
Trade
payables include $
Severance
payable at December 31, 2025, includes amounts due to the Company’s former Chief Executive Officer and Chief Financial Officer
who departed the Company in December 2024 and July 2025, respectively, of which: $
Amounts
due to related parties at December 31, 2025, includes severance payable of $
8. LEASE LIABILITIES
The following table summarizes quantitative information pertaining to the Company’s finance and operating leases:
SCHEDULE OF FINANCE AND OPERATING LEASES COST
2025 $ | 2024 $ | |||||||
| Year ended December 31, | ||||||||
2025 $ | 2024 $ | |||||||
| Lease cost | ||||||||
| Finance lease cost: | ||||||||
| Amortization of finance lease right-of-use assets | ||||||||
| Interest on lease liabilities | ||||||||
| Short-term operating lease cost | ||||||||
| Total lease cost | ||||||||
SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION
2025 $ | 2024 $ | |||||||
| Year ended December 31, | ||||||||
2025 $ | 2024 $ | |||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flows from operating leases | ||||||||
| Financing cash flows from finance leases, principal payment | ||||||||
| Financing cash flows from finance leases, interest payment | ||||||||
| Non-cash additions (reductions) to right-of-use assets and lease liabilities: | ||||||||
| Recognition of right-of-use assets for finance leases | ||||||||
| Depreciation of right-of-use assets for finance leases | ( | ) | ||||||
| F-20 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
Finance Leases
Syringa Lodge
In
July 2022, the Company executed a sales agreement (the “Lodge Agreement”) with Tuli Tourism Pty Ltd. (the “Seller”)
for the Syringa Lodge in Botswana. Pursuant to the Lodge Agreement, the aggregate purchase price payable to the Seller shall be the sum
of $
In
addition to the above purchase price, the Company was required to pay to the Seller an agreed interest amount of
Drilling Equipment
In March 2023, the Company entered into a drilling equipment supply agreement (the “Equipment Agreement”) with Forage Fusion Drilling Ltd. (“Forage”) to purchase specific drilling equipment on a “rent to own” basis with the purchase price to be paid in monthly payments.
Pursuant
to the Equipment Agreement, the aggregate purchase price payable to Forage was $
Operating Leases
The Company has operating leases primarily related to surveying and mobile equipment with initial lease terms of twelve months or less. The Company records these in general exploration expenses within the statement of operations and comprehensive loss.
9. MORTGAGE PAYABLE
On August 20, 2025, the Company’s indirect wholly owned Botswanan subsidiary, PNRPL, entered into a mortgage in respect of the Company’s previously acquired Syringa Lodge located near the Selebi Mines. The Company had acquired the Syringa Lodge to house non-local personnel and consultants when visiting the Selebi Mines and for additional office space. The proceeds of the mortgage were used to fund ongoing drilling programs at the Selebi Mines.
The
remaining principal amount of the mortgage is $
| F-21 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
10. TERM LOAN
The
Company had a three-year Term Loan with Cymbria, the lender and an affiliate of the Company’s largest shareholder, EdgePoint, in
the amount of $
On March 18, 2025, the Company closed a financing transaction the March 2025 Financing which included a non-brokered private placement (Note 12(a)) and the Debt Conversion.
The
Company issued to Cymbria an aggregate of Settlement Units at a deemed issue price of $ per Settlement Unit in full satisfaction
of the $
Each
Settlement Warrant entitles the holder to acquire one additional Common Share of the Company at a price of $ per Common Share until
March 18, 2028. If, at any time prior to the expiry date, the volume-weighted average trading price of the Common Shares is at least
$ per Common Share for a period of
The
fair value of the Common Shares issued as part of the Settlement Units was estimated at $ and was determined by applying an
implied discount of per Common Share for lack of marketability to the market observed price on the date of issuance. The fair value
of the Settlement Warrants was estimated at $
The Monte Carlo model used to value the Settlement Warrants was based on the following assumptions:
SCHEDULE OF FAIR VALUE OF SETTLEMENT WARRANTS
Settlement Warrants | ||||
| Expected dividend yield | % | |||
| Share price | $ | |||
| Expected share price volatility | % | |||
| Risk free interest rate | % | |||
| Expected life of warrant | ||||
The volatility was determined by calculating the historical volatility of the Company’s share price over a 3-year period using daily closing prices. The formula used to compute historical volatility is the standard deviation of the logarithmic returns. The same implied discount for lack of marketability for purposes of the Common Shares valuation was also applied to the share price for the Settlement Warrants valuation.
In
connection with the March 2025 Financing, the Company issued: (i) Common Shares to TriView for its services as finder; (ii)
Common Shares to Fiore and Common Shares to Bowering for certain advisory services; and (iii) Common Shares to a financial
advisor for financial advisory services. The fair value of these shares was determined to be $. In addition to the Common Shares,
the Company incurred various legal, listing and financing fees payable in cash totaling $
All securities issued as part of the Debt Conversion are subject to a hold period, which expired July 19, 2025, with the exception of the Common Shares issued to Fiore and Bowering which have a hold period expiring March 18, 2026.
The following is a continuity of the Term Loan:
SCHEDULE OF CONTINUITY OF TERM LOAN
| $ | ||||
| Term Loan balance, December 31, 2023 | ||||
| Accrued interest | ||||
| Accretion of warrant value and transaction costs | ||||
| Interest paid | ( | ) | ||
| Term Loan balance, December 31, 2024 | ||||
| Accrued interest | ||||
| Accretion of warrant value and transaction costs | ||||
| Interest paid | ( | ) | ||
| Debt Conversion | ( | ) | ||
| Term Loan balance, December 31, 2025 | ||||
| F-22 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
11. NSR OPTION
In
2023, Cymbria paid an aggregate of $
As the NSR options are exercisable entirely at the discretion of Cymbria and the underlying projects are in the exploration stage, the fair value of the call and put on the options as at December 31, 2025, and December 31, 2024, is $. The Option Payment received in cash was recorded as a non-current liability.
NEXM’s
indirect wholly owned subsidiary, PNRPL, acquired the Selebi Mines in January 2022 out of liquidation. Pursuant to the acquisition agreement,
the liquidator retained a
NEXM’s
indirect wholly owned subsidiary, PNGPL, acquired the Selkirk Mine in August 2022 out of liquidation. Pursuant to the acquisition agreement,
the liquidator retained a
Each
of PNRPL and PNGPL has agreed to grant Cymbria, in exchange for the Option Payment, an option to participate in any such repurchase of
the applicable portion of its NSR from the relevant liquidator. Cymbria will, following the exercise of its option to participate in
any such repurchase, acquire a
Under
the NSR option purchase agreements, Cymbria could acquire a
| F-23 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
As disclosed in Note 2(d), the Share Consolidation has been applied retrospectively herein.
The authorized capital of the Company comprises an number of Common Shares without par value and Preferred Shares, issuable in series, of which are authorized to be designated as Series 1 Convertible Preferred Shares.
| a) | Common Shares Issued and Outstanding |
Year ended December 31, 2025
November 2025 Financing
On
November 17, 2025, the Company closed the November 2025 Financing which consisted of issuing
In
connection with the November 2025 Financing, the agents received a total cash fee of $ equal to
The
relative fair value of the Common Shares issued under the November 2025 Financing was estimated at $
The fair value of the November 2025 Warrants was calculated using the following assumptions:
SCHEDULE OF FAIR VALUE OF WARRANTS
November 2025 Warrants |
||||
| Expected dividend yield | % | |||
| Share price | $ | |||
| Expected share price volatility | % | |||
| Risk free interest rate | % | |||
| Expected life of warrant | ||||
The volatility was determined by calculating the historical volatility of the Company’s share price over a 2-year period using daily closing prices. The formula used to compute historical volatility is the standard deviation of the logarithmic returns.
| F-24 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
March 2025 Financing
On
March 18, 2025, the Company closed the March 2025 Financing which included a non-brokered private placement and the conversion of its
$
The
non-brokered Private Placement consisted of issuing
In
connection with the March 2025 Financing, the Company issued: (i) Common Shares to TriView for its services as finder; (ii)
Common Shares to Fiore and Common Shares to Bowering for certain advisory services; and (iii) Common Shares to a financial
advisor for financial advisory services. The fair value of these shares was determined to be $. In addition to the Common Shares,
the Company incurred various legal, listing and financing fees payable in cash totaling $
All securities issued as part of the Private Placement are subject to a hold period which expired July 19, 2025, with the exception of the Common Shares issued to Fiore and Bowering which have a hold period expiring March 18, 2026.
The
fair value of the Common Shares issued under the Private Placement was estimated at $ and was determined by applying an implied
discount of % per Common Share for lack of marketability to the market observed price on the date of issuance. The fair value of
the Private Placements Warrants was estimated at $
The fair value of the Private Placement Warrants was calculated using the following assumptions:
Private Placement Warrants | ||||
| Expected dividend yield | % | |||
| Share price | $ | |||
| Expected share price volatility | % | |||
| Risk free interest rate | % | |||
| Expected life of warrant | ||||
The volatility was determined by calculating the historical volatility of the Company’s share price over a 3-year period using daily closing prices. The formula used to compute historical volatility is the standard deviation of the logarithmic returns. The same implied discount for lack of marketability for purposes of the Common Shares valuation was also applied to the share price for the Settlement Warrants valuation.
| F-25 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
During
the year ended December 31, 2025, Common Shares were issued for the net exercise of
As at December 31, 2025, the Company had Common Shares issued and outstanding (December 31, 2024 – ).
Year ended December 31, 2024
On June 14, 2024, the Company closed the first tranche of a non-brokered private placement offering (the “June 2024 Financing”), pursuant to which the Company issued an aggregate units of the Company (the “June 2024 Units”) at a price of $ per June 2024 Unit for aggregate gross proceeds of $. Each June 2024 Unit was comprised of one Common Share and one Common Share purchase warrant of the Company (each, a “June 2024 Warrant”).
On June 21, 2024, the Company closed the second tranche of the June 2024 Financing and issued an additional June 2024 Units at $ per June 2024 Unit for gross proceeds of $.
Each
June 2024 Warrant entitles the holder thereof to acquire one Common Share for a period expiring 60 months following the date of issuance
at a price of $
In
connection with the June 2024 Financing, the Company issued
The
fair value of the June 2024 Warrants, calculated using the Monte Carlo model, was estimated at $
SCHEDULE OF FAIR VALUE OF WARRANTS
June 14, 2024 | June 21, 2024 | |||||||
| Expected dividend yield | % | % | ||||||
| Share price | $ | $ | ||||||
| Expected share price volatility | % | % | ||||||
| Risk free interest rate | % | % | ||||||
| Expected life of warrant | ||||||||
The volatility was determined by calculating the historical volatility of stock prices of the Company over a 5-year period using daily closing prices. The formula used to compute historical volatility is the standard deviation of the logarithmic returns.
During
the year ended December 31, 2024, Common Shares were issued for the net exercise of
| b) | Warrants |
The following summarizes Common Share purchase warrant activity:
SUMMARY OF COMMON SHARE PURCHASE WARRANT ACTIVITY
| Year ended | Year ended | |||||||||||||||
| December 31, 2025 | December 31, 2024 | |||||||||||||||
Number Outstanding | Weighted Average Exercise Price $ | Number Outstanding | Weighted Average Exercise Price $ | |||||||||||||
| Outstanding, beginning of the year | ||||||||||||||||
| Issued | ||||||||||||||||
| Expired | ( | ) | ( | ) | ||||||||||||
| Outstanding, end of the period | ||||||||||||||||
| F-26 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
At December 31, 2025, the Company had outstanding Common Share purchase warrants exercisable to acquire Common Shares as follows:
SCHEDULE OF DETAILS OF WARRANTS OUTSTANDING
Warrants Outstanding | Warrants Exercisable | Expiry Date | Exercise Price $ | Intrinsic Value $ | ||||||||||||
| June 28, 2026 | ||||||||||||||||
| June 14, 2029 | ||||||||||||||||
| June 21, 2029 | ||||||||||||||||
| March 18, 2028 | ||||||||||||||||
| March 18, 2028 | ||||||||||||||||
| November 17, 2027 | ||||||||||||||||
| c) | Omnibus Plan |
During the second quarter of 2025, the Company adopted a new “rolling up to 10%” long-term Omnibus Plan which replaces the Company’s existing stock option plan, restricted share unit plan, and deferred share unit plan.
The Omnibus Plan provides for the award of RSUs, DSUs and Options to directors, officers, employees and consultants upon approval by the Board of Directors. The maximum aggregate number of Common Shares issuable in respect of all past and future Awards granted or issued, at any point, shall not exceed 10% of the total number of issued and outstanding Common Shares on a non-diluted basis at such point in time, subject to certain participation limits on grants. No Award granted or issued under the Omnibus Plan, other than Options, may vest before the date that is one year following the date it is granted or issued.
Options
An Option is an Award that gives a participant the right to purchase one Common Share at a specified price. The exercise price of each Option shall not be less than the discounted market price on the grant date and as approved by the Board of Directors of the Company. The Options can be granted for a maximum term of .
The following summarizes the Option activity:
SCHEDULE OF OPTION ACTIVITY
| Year ended | Year ended | |||||||||||||||
| December 31, 2025 | December 31, 2024 | |||||||||||||||
Number Outstanding | Weighted Average Exercise Price $ | Number Outstanding | Weighted Average Exercise Price $ | |||||||||||||
| Outstanding, beginning of the year | ||||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ( | ) | ( | ) | ||||||||||||
| Expired/cancelled | ( | ) | ( | ) | ||||||||||||
| Outstanding, end of the period | ||||||||||||||||
| F-27 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
The total intrinsic value of Options exercised for the year ended December 31, 2025, was $ (year ended December 31, 2024 - $).
During the year ended December 31, 2025, the Company granted an aggregate of Options to employees, directors, officers and consultants with a term of . The Options have a weighted average exercise price of $ per Common Share. Of the Options granted, vests as to one-half on the date of grant and the balance on the first anniversary of the date of grant, vested immediately on the date of grant, and vest annually in equal thirds beginning on the date of grant.
For the year ended December 31, 2025, a total of $ (December 31, 2024 - $) was recorded as share-based compensation expense and credited to additional paid-in capital related to Options.
The fair value of Options granted was calculated using the Black-Scholes Option Pricing Model. The volatility was determined using the historical daily volatility over the expected life of the Options. The expected life of the Options considered the contractual term of the Options, as well as an estimate of the time to exercise. The Black-Scholes Option Pricing Model used the following assumptions:
| Year ended | Year ended | |||||||
December 31, 2025 | December 31, 2024 | |||||||
| Stock price | - | - | ||||||
| Strike price | - | - | ||||||
| Expected dividend yield | % | % | ||||||
| Expected forfeiture rate | % | % | ||||||
| Expected share price volatility range | - | % | - | % | ||||
| Weighted average expected share price volatility | % | % | ||||||
| Risk free interest rate | %- | % | %- | % | ||||
| Expected life of Options | - years | - years | ||||||
SCHEDULE OF DETAILS OF OPTIONS OUTSTANDING
Options Outstanding | Options Exercisable | Expiry Date | Exercise Price $ | Intrinsic Value $ | ||||||||||||
| January 26, 2026 | ||||||||||||||||
| February 25, 2026 | ||||||||||||||||
| September 29, 2026 | ||||||||||||||||
| October 25, 2026 | ||||||||||||||||
| January 20, 2027 | ||||||||||||||||
| August 8, 2028 | ||||||||||||||||
| August 14, 2029 | ||||||||||||||||
| December 4, 2029 | ||||||||||||||||
| March 18, 2030 | ||||||||||||||||
| April 24, 2030 | ||||||||||||||||
| F-28 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
RSUs
An RSU is an Award that upon settlement, entitles the recipient participant to receive one Common Share. The number, terms, and vesting conditions of RSUs awarded will be determined by the Board of Directors from time to time. The Company uses the fair value method of accounting for the recording of RSU grants, and the fair value of the RSUs was determined based on the closing price of the Company’s Common Shares on the grant date.
During the year ended December 31, 2025, the Company granted an aggregate of RSUs to employees, directors, officers and consultants with vesting in full on the first anniversary of the date of grant and the remaining vesting over three years from the grant date.
SCHEDULE OF CONTINUITY OF RSU
| Year end ended | Year ended | |||||||||||||||
| December 31, 2025 | December 31, 2024 | |||||||||||||||
Number Outstanding | Weighted Average Grant-Date Fair
Value | Number Outstanding | Weighted Average Grant-Date Fair
Value | |||||||||||||
| Outstanding, beginning of the year | ||||||||||||||||
| Granted | ||||||||||||||||
| Vested / Settled | ( | ) | ||||||||||||||
| Outstanding, end of the period | ||||||||||||||||
For the year ended December 31, 2025, a total of $ (December 31, 2024 – $) was recorded as share-based compensation expense and credited to additional paid-in capital related to RSUs. The total intrinsic value of RSUs redeemed during the year ended December 31, 2025, was $ (December 31, 2024 – $).
DSUs
DSUs are granted annually by the Board of Directors and outstanding DSUs are settled in cash upon redemption. The number and vesting conditions of DSUs awarded will be determined by the Board of Directors from time to time. Each director may elect to receive any part or all of their cash-based portion of director fees in DSUs.
The DSUs credited to the account of a director may be redeemed no earlier than 90 days after the end of the year in which they ceased to be a director, and no later than the end of the calendar year following the year in which the holder ceases to be a director.
SCHEDULE OF DSU GRANTED
Number of Awards | Price(1) $ | |||||||
| DSUs outstanding at December 31, 2023 | ||||||||
| Granted | ||||||||
| DSUs outstanding at December 31, 2024 | ||||||||
| Granted | ||||||||
| Redeemed | ( | ) | ||||||
| Cancelled | ( | ) | ||||||
| DSUs outstanding at December 31, 2025 | ||||||||
Note:
| (1) |
During
the year end ended December 31, 2025, the Company granted DSUs to Directors. During the year ended December 31, 2025, the Company
recorded a fair value adjustment gain of $
The DSUs are classified as a derivative financial liability measured at fair value, with changes in fair value recorded in profit or loss. The fair value of the DSUs was determined based on the closing price of the Company’s Common Shares on the respective balance sheet date. As at December 31, 2025, the Company reassessed the fair value of the DSUs at $ and recorded the amount as a DSU liability (December 31, 2024 - $).
| F-29 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
13. RELATED PARTY TRANSACTIONS
The following amounts due to related parties are included in trade payables and accrued liabilities (Note 7).
SCHEDULE OF RELATED PARTY TRANSACTIONS
December
31, $ | December
31, $ | |||||||
| Directors and officers of the Company | ||||||||
| Total | ||||||||
Amounts due to related parties at December 31, 2025, includes
severance payable of $
Included
in the amounts due to related parties at December 31, 2024, is $
These amounts are unsecured, non-interest bearing and have 30-day fixed terms of repayment with the exception of the retirement payment, as noted above.
| (a) | Related party transactions |
On
March 18, 2025, the Company closed the March 2025 Financing which included the conversion of its Term Loan held by EdgePoint and its
affiliates to equity (Note 10). The Company issued to EdgePoint and its affiliates an aggregate of Settlement Units. EdgePoint
and its affiliates also subscribed for November 2025 Units as part of the November 2025 Financing. As of December 31, 2025,
EdgePoint and its affiliates beneficially owned an aggregate of Common Shares and warrants, representing approximately
% of the outstanding Common Shares (approximately
In
connection with the March 2025 Financing and November 2025 Financing, certain insiders of the Company subscribed for an aggregate of
For
the year ended December 31, 2025, the Company paid interest of $
During
2024, EdgePoint and its affiliates, related parties of the Company, subscribed for
| (b) | Key management personnel are defined as members of the Board of Directors and certain senior management. |
Year ended December 31, | ||||||||
2025 $ | 2024 $ | |||||||
| Salaries and management fees | ||||||||
| Severance and transition costs | ||||||||
| Site operations and administration | ||||||||
| Director fees, net of DSU fair value movements | ||||||||
| Share-based compensation | ||||||||
| Total compensation | ||||||||
For
the year ended December 31, 2025, the Company incurred $
| F-30 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
14. FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC 820 - Fair Value Measurement establishes a three-tier fair value hierarchy. The fair value hierarchy’s three tiers are based on the extent to which inputs used in measuring fair value are observable in the market, and are as follows:
| Level 1: | Quoted prices (unadjusted) in active markets for identical assets or liabilities; | |
| Level 2: | Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and | |
| Level 3: | One or more significant inputs used in a valuation technique are unobservable in determining fair values of the asset or liability. |
Determination of fair value and the resulting hierarchy requires the use of observable market data whenever available. The classification of an asset or liability in the hierarchy is based upon the lowest level of input that is significant to the measurement of fair value.
The carrying value of cash and cash equivalents, trade payables and accrued liabilities approximate their fair value due to their short-term nature and therefore have been excluded from the table below. A summary of the carrying value and fair value of other financial instruments were as follows:
SCHEDULE OF CARRYING VALUE AND FAIR VALUE OF OTHER FINANCIAL INSTRUMENTS
| December 31, 2025 | December 31, 2024 | |||||||||||||||||
| Classification | Carrying Value $ | Fair
$ | Carrying Value $ | Fair
$ | ||||||||||||||
| DSU liability(1) | Level 1 | |||||||||||||||||
| Vehicle financing(2) | Level 2 | |||||||||||||||||
| Mortgage payable(2) | Level 2 | |||||||||||||||||
| Term loan(3) | Level 3 | |||||||||||||||||
| NSR option liability(4) | Level 2 | |||||||||||||||||
Notes:
(1)
|
|
| (2) | |
| (3) | |
| (4) |
The following represents a summary of the Company’s future debt maturities based on the principal amounts outstanding for vehicle financing and mortgage payable at December 31, 2025:
SCHEDULE OF FUTURE DEBT MATURITIES
2026 $ | 2027 $ | 2028 $ | 2029 $ | 2030 $ | Total $ | |||||||||||||||||
| F-31 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
15. SEGMENTED INFORMATION
The Company has identified its Chief Executive Officer as its Chief Operating Decision Maker (“CODM”). The CODM evaluates the Company’s performance and segmented results based on Loss for the Year Before Other Items. The significant segment expenses reviewed by the CODM are consistent with the expense line items presented in Loss for the Year Before Other Items in the Company’s consolidated statements of operations and comprehensive loss. The CODM uses Loss for the Year Before Other Items to assess segment performance against the Company’s planned results, and to allocate capital investment.
The
Company operates in
SCHEDULE OF INFORMATION ABOUT COMPANY’S GEOGRAPHIC SEGMENTS
December 31, 2025 $ | December 31, 2024 $ | |||||||
| Current assets | ||||||||
| Canada | ||||||||
| Barbados | ||||||||
| Botswana | ||||||||
| Total | ||||||||
| Exploration and evaluation assets | ||||||||
| Botswana | ||||||||
| Exploration and evaluation assets | ||||||||
| Property, plant and equipment | ||||||||
| Botswana | ||||||||
| Property, plant and equipment | ||||||||
16. CONTINGENT LIABILITIES
There are no environmental liabilities associated with the Mines as at the acquisition dates as all liabilities incurred prior to the acquisitions are the responsibility of the sellers, BCL and TNMC. The Company has an obligation for the rehabilitation costs arising subsequent to the acquisitions. As of December 31, 2025, there were no material rehabilitation costs for which the Company expects to incur, and management is not aware of or anticipating any contingent liabilities that could impact the financial position or performance of the Company related to its exploration and evaluation assets.
| F-32 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
17. INCOME TAXES
The reported recovery of income taxes differs from amounts computed by applying the Federal statutory income tax rates to the reported loss before income taxes as follows:
SCHEDULE OF FEDERAL STATUTORY INCOME TAX RATES
| Year ended December 31, | ||||||||||||||||
2025 $ | Percent % | 2024 $ | Percent % | |||||||||||||
| Net loss for the year before tax | ( | ) | ( | ) | ||||||||||||
| Canadian Federal Statutory tax rate | ( | ) | ( | ) | ||||||||||||
| Local income taxes, net of federal benefit | ( | ) | ( | ) | ||||||||||||
| Foreign tax effects | ||||||||||||||||
| Barbados | ||||||||||||||||
| Statutory tax rate difference between Barbados and Canada | ( | ) | ( | ) | ||||||||||||
| Change in valuation allowance | ( | ) | ( | ) | ||||||||||||
| Botswana | ||||||||||||||||
| Statutory tax rate difference between Botswana and Canada | ( | ) | ( | ) | ||||||||||||
| Change in valuation allowance | ( | ) | ( | ) | ||||||||||||
| Other adjustments | ( | ) | ||||||||||||||
| Effect of changes in tax laws or rates in the year | ( | ) | - | |||||||||||||
| Change in valuation allowance | ( | ) | ( | ) | ||||||||||||
| Non-taxable or non-deductible items | ||||||||||||||||
| Non-deductible (non-taxable) items | ( | ) | ( | ) | ||||||||||||
| Loss on term loan extinguishment | ( | ) | - | |||||||||||||
| Stock-based compensation | ( | ) | ( | ) | ||||||||||||
| Deferred tax recovery | - | - | ||||||||||||||
The Company has recorded a valuation allowance as the Company believes it is not more likely than not that the deferred tax assets will be realized in the foreseeable future. The Company’s deferred tax assets and liabilities are comprised of the following:
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES
| As at December 31, | ||||||||
2025 $ | 2024 $ | |||||||
| Deferred tax assets | ||||||||
| Non-capital losses available for carry-forward | ||||||||
| Property, plant and equipment | ||||||||
| Resource deductions | ||||||||
| Non-deductible interest | ||||||||
| DSU liability | ||||||||
| Share issuance costs | ||||||||
| Other | ||||||||
| Deferred tax assets | ||||||||
| Deferred tax liabilities | ||||||||
| Term Loan | ( | ) | ||||||
| Property, plant and equipment | ( | ) | ( | ) | ||||
| Deferred tax liabilities | ( | ) | ( | ) | ||||
| Net deferred tax asset | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax asset/(liability) | ||||||||
| F-33 |
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
The
Company has Canadian non-capital losses of approximately $
The potential tax benefit of the non-capital losses has not been recognized in these consolidated financial statements. The non-capital losses that have not been recognized expire as follows:
SCHEDULE OF NON-CAPITAL LOSSES
Canada $ | Botswana $ | Barbados $ | ||||||||||
| 2029 | ||||||||||||
| 2030 | ||||||||||||
| 2031 | ||||||||||||
| 2032 | ||||||||||||
| 2039 | ||||||||||||
| 2040 | ||||||||||||
| 2041 | ||||||||||||
| 2042 | ||||||||||||
| 2043 | ||||||||||||
| 2044 | ||||||||||||
| 2045 | ||||||||||||
| Indefinite | ||||||||||||
| Operating loss carryforwards | ||||||||||||
18. GENERAL AND ADMINISTRATIVE EXPENSES
Details of the general and administrative expenses are presented in the following table:
GENERAL AND ADMINISTRATIVE EXPENSES
Year ended December 31, | ||||||||
2025 $ | 2024 $ | |||||||
| Advisory and consultancy | ||||||||
| Filing fees | ||||||||
| General office expenses | ||||||||
| Insurance | ||||||||
| Professional fees | ||||||||
| Salaries and management fees | ||||||||
| Severance and transition costs | ||||||||
| Share-based compensation | ||||||||
| Total | ||||||||
For
the year ended December 31, 2025, the Company incurred $
| F-34 |
Part IV
Item 15. exhibits and financial statement schedules
| (a) | Documents filed as part of this Report. |
| (i) | Financial Statements
The audited financial statements of NexMetals Mining Corp. as of December 31, 2025, and 2024 are appended to this Report beginning on page F-1. | |
| (ii) | Financial Statement Schedules |
Financial statement schedules have been omitted either because they are not applicable, not required, or the information required to be set forth therein is included in the financial statements or notes thereto.
| (iii) | Exhibits |
Exhibit Index
| -2- |
*Filed herewith.
** Furnished herewith.
#Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
†Indicates a management contract or compensatory plan or arrangement.
| -3- |
SIGNATURES
Pursuant to requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: May 13, 2026 | NEXMETALS MINING CORP. (Registrant) | |
| By: | /s/ Sean Whiteford | |
| Name: | Sean Whiteford | |
| Title: | Chief Executive Officer (principal executive officer) | |
| By: | /s/ Brett MacKay | |
| Name: | Brett MacKay | |
| Title: | Chief Financial Officer (principal financial and accounting officer) | |
| -4- |
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Sean Whiteford, certify that:
1. I have reviewed this Annual Report on Form 10-K/A of NexMetals Mining Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | May 13, 2026 | |
| By: | /s/ Sean Whiteford | |
| Sean Whiteford | ||
| Chief Executive Officer | ||
| (principal executive officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Brett MacKay, certify that:
1. I have reviewed this Annual Report on Form 10-K/A of NexMetals Mining Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | May 13, 2026 | |
| By: | /s/ Brett MacKay | |
| Brett MacKay | ||
| Senior Vice President and Chief Financial Officer | ||
| (principal financial and accounting officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the report of NexMetals Mining Corp. (the “Company”) on Form 10-K/A for the period ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Dated: May 13, 2026 | /s/ Sean Whiteford |
| Sean Whiteford | |
| Chief Executive Officer | |
| (principal executive officer) |
| Dated: May 13, 2026 | /s/ Brett MacKay |
| Brett MacKay | |
| Senior Vice President and Chief Financial Officer | |
| (principal financial and accounting officer) |