Red Metal Resources, Ltd 6-K, filed Dec 29, 2025
Red Metal Resources, Ltd. (RMESF)
About this 6-K
Red Metal Resources, Ltd filed this 6-K on December 29, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2025
Commission File Number 000-52055
RED METAL RESOURCES LTD.
(Translation of registrant’s name into English)
1130 West Pender Street, Suite 555, Vancouver, BC V6E 4A4
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
1
SUBMITTED HEREWITH
Exhibit No. |
| Description |
| Condensed Interim Consolidated Financial Statements for the three and nine months ended October 31, 2025 and 2024. | |
| Management’s Discussion and Analysis for the three and nine months ended October 31, 2025. |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| RED METAL RESOURCES LTD. |
|
|
| /s/ Caitlin Jeffs |
Date: December 29, 2025 | Caitlin Jeffs |
| Chief Executive Officer |
3
CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED
OCTOBER 31, 2025 AND 2024
Expressed in Canadian Dollars
NOTICE OF NO AUDITOR REVIEW
OF THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED OCTOBER 31, 2025 & 2024
The accompanying unaudited condensed interim consolidated financial statements of Red Metal Resources Ltd. (the “Company”) for the three and nine months ended October 31, 2025 and 2024, have been prepared by, and are the responsibility of, the Company’s management.
The Company’s independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of the condensed interim statements by an entity’s auditor. These unaudited condensed interim consolidated financial statements include all adjustments, consisting of normal and recurring items, that management considers necessary for a fair presentation of the financial position, results of operations and cash flows.
RED METAL RESOURCES LTD. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited; Expressed in Canadian Dollars) |
|
|
| October 31, | January 31, | ||
| Note | 2025 | 2025 | ||
|
|
|
| ||
ASSETS |
|
|
| ||
Current |
|
|
| ||
Cash |
| $ | 25,356 | $ | 264,778 |
Prepaids and other receivables | 7 |
| 32,091 |
| 91,522 |
Total current assets |
|
| 57,447 |
| 356,300 |
|
|
|
|
|
|
Equipment | 6 |
| 23,012 |
| 28,694 |
Exploration and evaluation assets | 5 |
| 983,426 |
| 969,445 |
Total assets |
| $ | 1,063,885 | $ | 1,354,439 |
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ DEFICIT |
|
|
|
|
|
Current |
|
|
|
|
|
Accounts payable |
| $ | 81,438 | $ | 205,071 |
Accrued liabilities |
|
| 50,819 |
| 95,343 |
Due to related parties | 11 |
| 754,907 |
| 631,158 |
Notes payable | 11 |
| 845,300 |
| 509,950 |
Flow-through share premium liability | 12 |
| 60,000 |
| 60,000 |
Total current liabilities |
|
| 1,792,464 |
| 1,501,522 |
|
|
|
|
|
|
Long-term notes payable | 11 |
| 1,467,521 |
| 1,529,912 |
Withholding taxes payable | 8 |
| 142,339 |
| 140,564 |
Total liabilities |
|
| 3,402,324 |
| 3,171,998 |
|
|
|
|
|
|
Shareholders’ deficit |
|
|
|
|
|
Share capital | 9 |
| 9,346,112 |
| 9,346,112 |
Equity reserves | 9,11 |
| 4,722,443 |
| 4,665,405 |
Deficit |
|
| (16,024,448) |
| (15,445,791) |
Accumulated other comprehensive loss |
|
| (382,546) |
| (383,285) |
Total shareholders’ deficit |
|
| (2,338,439) |
| (1,817,559) |
Total liabilities and shareholders’ deficit |
| $ | 1,063,885 | $ | 1,354,439 |
Nature and continuance of operations (Note 1)
Approved on behalf of the Board of Directors:
/s/ Caitlin Jeffs /s/ Brian Gusko
Director Director
1 | Page
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
RED METAL RESOURCES LTD. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited; Expressed in Canadian Dollars) |
|
|
| Three months ended October 31, | Nine months ended October 31, | ||||||
| Note | 2025 | 2024 | 2025 | 2024 | ||||
|
|
|
|
|
| ||||
Operating expenses: |
|
|
|
|
| ||||
Amortization | 6 | $ | 1,838 | $ | 2,556 | $ | 5,995 | $ | 8,135 |
Consulting fees | 11 |
| 15,000 |
| 28,000 |
| 45,000 |
| 93,407 |
General and administrative |
|
| 32,008 |
| 44,609 |
| 116,377 |
| 142,160 |
Mineral exploration costs | 5 |
| 16,557 |
| 11,279 |
| 166,392 |
| 49,588 |
Professional fees | 11 |
| 4,736 |
| 2,540 |
| 29,367 |
| 58,878 |
Regulatory |
|
| 15,893 |
| 6,107 |
| 36,633 |
| 34,020 |
Salaries, wages and benefits |
|
| 6,439 |
| 6,161 |
| 18,363 |
| 17,205 |
Share-based compensation |
|
| - |
| 46,376 |
| - |
| 46,376 |
|
|
| (92,471) |
| (147,628) |
| (418,127) |
| (449,769) |
Other items |
|
|
|
|
|
|
|
|
|
Accretion | 11 |
| (17,988) |
| - |
| (48,260) |
| - |
Foreign exchange gain (loss) |
|
| 2,854 |
| (267) |
| 6,397 |
| (2,205) |
Forgiveness of debt |
|
| - |
| - |
| 21,767 |
| 14,916 |
Interest on notes payable | 11 |
| (49,139) |
| (40,631) |
| (140,434) |
| (133,962) |
Net loss |
|
| (156,744) |
| (188,526) |
| (578,657) |
| (571,020) |
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
Items that may be reclassified to profit or loss |
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
| 19,570 |
| 4,938 |
| 739 |
| 6,542 |
Comprehensive loss |
| $ | (137,174) | $ | (183,588) | $ | (577,918) | $ | (564,478) |
|
|
|
|
|
|
|
|
|
|
Net loss per share – basic and diluted |
| $ | (0.00) | $ | (0.01) | $ | (0.01) | $ | (0.02) |
Weighted average number of shares outstanding - basic and diluted: |
|
| 40,035,726 |
| 32,770,726 |
| 40,035,726 |
| 25,762,442 |
Note: All share and per share amounts in these condensed interim consolidated financial statements have been retrospectively adjusted to reflect the 1-for-3 share consolidation completed on May 23, 2024.
2 | Page
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
RED METAL RESOURCES LTD. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT (Unaudited; Expressed in Canadian Dollars) |
|
|
| Share Capital |
|
|
|
| |
|
| Number of common shares issued | Amount | Equity reserves | Deficit | Accumulated other comprehensive income/(loss) | Total deficit |
Balance, January 31, 2024 |
| 18,288,861 | $ 8,176,210 | $ 4,078,941 | $ (14,552,074) | $ (387,996) | $ (2,684,919) |
|
|
|
|
|
|
|
|
Shares issued for private placement |
| 1,750,000 | 87,500 | - | - | - | 87,500 |
Shares issued on conversion of debt |
| 12,731,865 | 636,593 | 77,362 | - | - | 713,955 |
Forgiveness of debt with related parties |
| - | - | 145,848 | - | - | 145,848 |
Share-based compensation |
| - | - | 46,376 | - | - | 46,376 |
Net loss |
| - | - | - | (571,020) | - | (571,020) |
Foreign exchange translation |
| - | - | - | - | 6,542 | 6,542 |
Balance, October 31, 2024 |
| 32,770,726 | $ 8,900,303 | $ 4,348,527 | $ (15,123,094) | $ (381,454) | $ (2,255,718) |
|
|
|
|
|
|
|
|
Balance at January 31, 2025 |
| 40,035,726 | $ 9,346,112 | $ 4,665,405 | $ (15,445,791) | $ (383,285) | $ (1,817,559) |
|
| - | - | 57,038 | - | - | 57,038 |
Debt restructuring with related parties |
| - | - | - | (578,657) | - | (578,657) |
Net loss |
| - | - | - | - | 739 | 739 |
Foreign exchange translation |
| 40,035,726 | $ 9,346,112 | $ 4,722,443 | $ (16,024,448) | $ (382,546) | $ (2,338,439) |
Balance, October 31, 2025 |
| 18,288,861 | $ 8,176,210 | $ 4,078,941 | $ (14,552,074) | $ (387,996) | $ (2,684,919) |
3 | Page
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
RED METAL RESOURCES LTD. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited; Expressed in Canadian Dollars) |
|
| Nine months ended October 31, | |||
| 2025 | 2024 | ||
Cash flows used in operating activities |
|
| ||
Net loss | $ | (578,657) | $ | (571,020) |
|
|
|
|
|
Adjustments to reconcile net loss to net cash used in operating activities |
|
|
|
|
Accretion |
| 48,260 |
| - |
Accrued interest on notes payable |
| 140,434 |
| 133,962 |
Amortization |
| 5,995 |
| 8,135 |
Foreign exchange |
| (11,660) |
| (802) |
Forgiveness of debt |
| (21,767) |
| (14,916) |
Share-based compensation |
| - |
| 46,376 |
Write-off of equipment |
| - |
| 263 |
Changes in operating assets and liabilities |
|
|
|
|
Prepaids and other receivables |
| 59,431 |
| (1,391) |
Accounts payable |
| (100,954) |
| 85,259 |
Accrued liabilities |
| (44,525) |
| (46,919) |
Due to related parties |
| 123,808 |
| 113,554 |
Net cash used in operating activities |
| (379,635) |
| (247,499) |
|
|
|
|
|
Cash flows used in investing activities |
|
|
|
|
Acquisition of exploration and evaluation assets |
| - |
| (5,000) |
Net cash used in investing activities |
| - |
| (5,000) |
|
|
|
|
|
Cash flows provided by financing activities |
|
|
|
|
Issuance of notes payable to related parties |
| 140,209 |
| 150,482 |
Cash received on subscription to shares |
| - |
| 87,500 |
Net cash provided by financing activities |
| 140,209 |
| 237,982 |
|
|
|
|
|
Effects of foreign currency exchange |
| 4 |
| 114 |
|
|
|
|
|
Decrease in cash |
| (239,422) |
| (14,403) |
Cash, beginning |
| 264,778 |
| 25,699 |
Cash, ending | $ | 25,356 | $ | 11,296 |
|
|
|
|
|
Non-cash transactions |
|
|
|
|
Exploration and evaluation assets included in notes payable | $ | 5,000 | $ | - |
4 | Page
The accompanying notes are an integral part of these condensed interim consolidated financial statement.
RED METAL RESOURCES LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended October 31, 2025 and 2024 (Unaudited; Expressed in Canadian Dollars) |
|
1.NATURE AND CONTINUANCE OF OPERATIONS
Red Metal Resources Ltd. (the “Company”) is involved in acquiring and exploring mineral properties in Chile through its wholly-owned subsidiary, Minera Polymet SpA (“Polymet”), organized under the laws of the Republic of Chile, and in Canada, in the provinces of Quebec and Ontario. The Company has not determined whether its properties contain mineral reserves that are economically recoverable.
The Company’s head office is located at 1130 West Pender Street, Suite 555, Vancouver, British Columbia, V6E 4A4. Its registered office address is at 550 Burrard Street, Suite 2501, Vancouver, British Columbia, V6C 2B5. The Company's mailing address is 278 Bay Street, Suite 102, Thunder Bay, Ontario, P7B 1R8. Polymet's head office is located in Vallenar, III Region of Atacama, Chile.
These condensed interim 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. As at October 31, 2025, the Company has not advanced its mineral properties to commercial production and is not able to finance day-to-day activities through operations. The Company’s continuation as a going concern is dependent upon the successful results from its mineral property exploration activities and its ability to attain profitable operations and generate funds therefrom, and/or raise equity capital or borrowings sufficient to meet current and future obligations.
The Company incurred a comprehensive loss of $577,918 for the nine months ended October 31, 2025, and, as at October 31, 2025, had a deficit of $16,024,448, and its current liabilities exceeded its current assets by $1,735,017. The Company raises financing for its exploration and development activities in discrete tranches to finance its activities for limited periods only. The Company has identified that further funding may be required for working capital purposes, and to finance the Company’s exploration programs and development of mineral assets. These conditions may cast substantial doubt on the Company’s ability to continue as a going concern.
On May 23, 2024, the Company completed a share consolidation (reverse stock split) on the basis of one new share for every three old shares. All references to shares and per share amounts in these condensed interim consolidated financial statements and accompanying notes have been retrospectively adjusted to reflect the share consolidation as if it had occurred at the beginning of the earliest period presented.
These condensed interim consolidated financial statements do not give effect to any adjustment which would be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the consolidated financial statements; such adjustments may be material.
2.STATEMENT OF COMPLIANCE AND BASIS OF PREPARATION
a)Statement of Compliance
These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”), as issued by the International Accounting Standards Board (“IASB”). Accordingly, they do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended January 31, 2025.
The accounting policies and methods of computation applied in the preparation of these condensed interim consolidated financial statements are consistent with those applied in the Company’s most recent audited consolidated financial statements.
These condensed interim consolidated financial statements were authorized for issuance by the Board of Directors on December 29, 2025.
5 | Page
RED METAL RESOURCES LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended October 31, 2025 and 2024 (Unaudited; Expressed in Canadian Dollars) |
|
b)Basis of Presentation and Consolidation
The condensed interim consolidated financial statements of the Company as at and for the three and nine months ended October 31, 2025 and 2024 are comprised of the Company and its wholly-owned subsidiary, Minera Polymet SpA, (together referred to as “Red Metal”, or the “Company”). Polymet is consolidated from the date of its incorporation, as Red Metal is the sole shareholder and therefore has the control and power to govern the financial and operating policies of Polymet as to obtain benefits from its activities. The Company will continue to consolidate until the date Red Metal no longer has control over Polymet. The financial statements of Polymet are prepared for the same reporting period as the parent company, using consistent accounting policies. Balances, transactions, income and expenses between Red Metal and Polymet are eliminated on consolidation.
The condensed interim consolidated financial statements have been prepared on an accrual basis and are based on historical costs, except for certain financial instruments, which are recorded at fair value. All amounts are expressed in Canadian dollars.
Balance sheet items are classified as current if receipts or payments are due within twelve months. Otherwise, they are presented as non-current.
The preparation of financial statements in compliance with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported expenses during the period. Actual results could differ from these estimates. The areas involving significant assumptions and estimates are disclosed in Note 3.
c)Foreign Currency Translation
The functional currency of the Company is the Canadian dollar. The functional currency of the Company’s subsidiary, Polymet, is the Chilean peso, which is determined to be the currency of the primary economic environment in which Polymet operates.
d)New and revised IFRS issued but not yet effective
Accounting standards, amendments to standards, or interpretations with future effective dates are either not applicable or are not expected to have a significant impact on the Company’s condensed interim consolidated financial statements.
3.SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of these condensed interim consolidated financial statements in conformity with IFRS requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period. These condensed interim consolidated financial statements include estimates which, by their nature, are uncertain. These assumptions and associated estimates are based on historical experience and other factors that are considered to be relevant. The current market conditions introduce additional uncertainties, risks and complexities in management’s determination of the estimates and assumptions used to prepare the Company’s financial results. As volatility in financial markets is an evolving situation, management cannot reasonably estimate the length or severity of the impact on the Company. As such, actual results may differ from estimates, and the effect of such differences may be material. The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods.
6 | Page
RED METAL RESOURCES LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended October 31, 2025 and 2024 (Unaudited; Expressed in Canadian Dollars) |
|
The following are critical judgments that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the financial statements:
·classification/allocation of expenses as exploration and evaluation expenditures;
·classification and measurement of the Company’s financial assets and liabilities;
·determination that the Company is able to continue as a going concern; and
·determination whether there have been any events or changes in circumstances that indicate the impairment of the Company’s exploration and evaluations assets.
Key sources of estimation uncertainty include the following:
·the carrying value and recoverability of exploration and evaluation assets;
·recoverability and measurement of deferred tax assets;
·provisions for restoration and environmental obligations and contingent liabilities; and
·measurement of share-based transactions.
4.FINANCIAL INSTRUMENTS AND RISKS
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels at the fair value hierarchy are:
Level 1 -quoted prices in active markets for identical assets and liabilities.
Level 2 -observable inputs other than quoted prices in active markets for identical assets and liabilities.
Level 3 -unobservable inputs in which there is little or no market data available, which require the reporting entity to develop its own assumptions.
The Company has classified its cash as measured at fair value in the statement of financial position, using level 1 inputs
Categories of financial instruments
As at: |
| October 31, 2025 | January 31, 2025 | ||
Financial assets: |
|
|
|
|
|
FVTPL |
|
|
|
|
|
Cash |
| $ | 25,356 | $ | 264,778 |
Financial liabilities: |
|
|
|
|
|
Amortized cost |
|
|
|
|
|
Accounts payable |
| $ | 81,438 | $ | 205,071 |
Accrued liabilities |
| $ | 50,819 | $ | 95,343 |
Due to related parties |
| $ | 754,907 | $ | 631,158 |
Notes payable |
| $ | 2,312,821 | $ | 2,039,862 |
Assets and liabilities measured at fair value on a recurring basis:
As at October 31, 2025 | Level 1 | Level 2 | Level 3 | Total | ||||
Cash | $ | 25,356 | $ | - | $ | - | $ | 25,356 |
As at January 31, 2025 | Level 1 | Level 2 | Level 3 | Total | ||||
Cash | $ | 264,778 | $ | - | $ | - | $ | 264,778 |
Accounts payable, accrued liabilities, and due to related parties approximate their fair value due to the short-term nature of these instruments.
7 | Page
RED METAL RESOURCES LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended October 31, 2025 and 2024 (Unaudited; Expressed in Canadian Dollars) |
|
Loans payable are measured at amortized cost. Upon recognition, the fair values of the loans are estimated by discounting cash flows using interest rates of debt instruments with similar terms, maturities, and risk profiles.
Risk management
The Company has exposure to the following risks from its use of financial instruments: credit risk, market risk and liquidity risk. Management, the Board of Directors, and the Audit Committee monitor risk management activities and review the adequacy of such activities.
Credit risk:
Credit risk is the risk of potential loss to the Company if a customer or counter party to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is limited to the carrying amount on the statement of financial position and arises from the Company’s cash, which is held with a high-credit quality financial institutions in Canada and in Chile. As such, the Company’s credit risk exposure is minimal.
Market risk:
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and equity prices.
i.Interest rate risk:
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has minimal interest rate risk as it has no interest accumulating financial assets that may become susceptible to interest rate fluctuations.
ii.Currency risk:
Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company has offices in Canada and Chile, and holds cash in Canadian, United States, and Chilean Peso currencies. A significant change in the currency exchange rates between the Canadian dollar relative to the US dollar and the Chilean Peso could have an effect on the Company’s results of operations, financial position, and/or cash flows. At October 31, 2025, the Company had no hedging agreements in place with respect to foreign exchange rates. As the majority of the transactions of the Company are denominated in CAD and Chilean Peso currencies, movements in the foreign exchange rates are not expected to have a material impact on the consolidated statements of comprehensive loss.
iii.Equity price risk:
Equity price risk is the risk that the fair value of equity/securities decreases as a result of changes in the levels of equity indices and the value of individual stocks. The Company is not exposed to equity price risk as it does not have any investments in marketable securities.
iv.Liquidity risk:
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company ensures that there are sufficient funds to meet its short-term business requirements, considering its anticipated cash flows. Historically, the Company’s sources of funding have been through equity financings and loans from the Company’s management and its major shareholder. The Company’s access to financing is uncertain, and there can be no assurance of continued access to significant debt or equity funding.
8 | Page
RED METAL RESOURCES LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended October 31, 2025 and 2024 (Unaudited; Expressed in Canadian Dollars) |
|
The following table details the remaining contractual maturities of the Company’s financial liabilities as of October 31, 2025.
| Within 1 year | 1-5 years | 5+ years | Total | ||||
Accounts payable | $ | 81,438 | $ | - | $ | - | $ | 81,438 |
Accrued liabilities |
| 50,819 |
|
|
|
|
| 50,819 |
Amounts due to related parties |
| 754,907 |
| - |
| - |
| 754,907 |
Loans payable |
| 845,300 |
| 1,467,521 |
| - |
| 2,312,821 |
Withholding taxes payable |
| - |
| - |
| 142,339 |
| 142,339 |
| $ | 1,732,464 | $ | 1,467,521 | $ | 142,339 | $ | 3,342,324 |
5.EXPLORATION AND EVALUATION ASSETS
As of October 31, 2025 and January 31, 2025, the Company’s interest in exploration and evaluation assets consisted of three copper-gold projects on two properties in Chile, namely the Farellón and Perth Projects, comprising the Carrizal Property, and the Mateo Project comprising the Mateo Property. During the second part of Fiscal 2025, the Company acquired four separate packages of mineral claims and mineral claim applications in Ville Marie, Quebec, and 149 mineral claims located in the Larder Lake Mining District of Ontario. The Company capitalizes acquisition costs incurred on its exploration and evaluation assets; the costs associated with exploration and drilling programs, as well as property tax payments, are expensed as period costs in the period they are incurred. The following tables present acquisition costs associated with each property as of October 31, 2025 and January 31, 2025:
Exploration and evaluation assets at October 31, 2025
| January 31, 2025 | Acquisition costs | Effect of Foreign currency translation | October 31, 2025 | ||||
Farellón Project |
|
|
|
|
| |||
Farellón | $ | 400,101 | $ | - | $ | 5,054 | $ | 405,155 |
Quina |
| 154,214 |
| - |
| 1,948 |
| 156,162 |
Exeter |
| 156,630 |
| - |
| 1,979 |
| 158,609 |
Farellón Project, sub-total |
| 710,945 |
| - |
| 8,981 |
| 719,926 |
Point Piche Project(1) |
| 93,000 |
| 5,000 |
| - |
| 98,000 |
Larder Lake Project |
| 165,500 |
| - |
| - |
| 165,500 |
Total costs | $ | 969,445 | $ | 5,000 | $ | 8,981 | $ | 983,426 |
(1)During the period ending October 31, 2025, the Company was notified that the likelihood of approval by the Quebec Ministry of Natural Resources and Forests of the eight claims from the original 19 claims comprising the Point Piche Project was highly unlikely. However, subsequent to October 31, 2025, the claims were approved, and therefore, the Company is planning to issue the required 500,000 common shares in January 2026.
Exploration and evaluation assets at January 31, 2025
| January 31, 2024 | Acquisition costs | Effect of Foreign currency translation | January 31, 2025 | ||||
Farellón Project |
|
|
|
|
| |||
Farellón | $ | 394,421 | $ | - | $ | 5,680 | $ | 400,101 |
Quina |
| 152,025 |
| - |
| 2,189 |
| 154,214 |
Exeter |
| 154,406 |
| - |
| 2,224 |
| 156,630 |
Farellón Project, sub-total |
| 700,852 |
| - |
| 10,093 |
| 710,945 |
Point Piche Project |
| - |
| 93,000 |
| - |
| 93,000 |
Larder Lake Project |
| - |
| 165,500 |
| - |
| 165,500 |
Total costs | $ | 700,852 | $ | 258,500 | $ | 10,093 | $ | 969,445 |
9 | Page
RED METAL RESOURCES LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended October 31, 2025 and 2024 (Unaudited; Expressed in Canadian Dollars) |
|
During the nine months ended October 31, 2025 and 2024, the Company incurred the following costs associated with the exploration activities on its mineral properties:
Exploration costs for the period ended October 31, 2025
| Farellón Project | Perth Project | Mateo Project | Point Piche Project | Larder Lake Project | Total Costs |
Property taxes paid | $ 34,148 | $ 68,290(1) | $ 7,657 | $ - | $ - | $ 110,095 |
Assay costs | 7,427 | - | - | - | - | 7,427 |
Camp costs | 13 | - | - | - | - | 13 |
Total exploration costs | $ 41,588 | $ 68,290 | $ 7,657 | $ - | $ - | $ 117,535 |
(1)The Company chose not to pay property taxes on two claims included in the Perth Project, as they hold the least potential. The Company continues to hold title to these claims; however, there is a likelihood that the Company may lose access to them should the Government of Chile include them in the next mineral claims auction
In addition to the costs listed in the table above, during the nine months ended October 31, 2025, the Company incurred an additional $3,857 in claim maintenance fees on its mineral exploration properties in Chile and an additional $45,000 in general geological fees related to its mineral exploration properties in Canada. These fees are included in the mineral exploration costs in the consolidated statements of loss and comprehensive loss.
Exploration costs for the period ended October 31, 2024
| Farellón Project | Perth Project | Mateo Project | Point Piche Project | Larder Lake Project | Total Costs |
Property taxes paid | $ 9,185 | $ 21,295 | $ 1,800 | $ - | $ - | $ 32,280 |
Camp costs | 2,855 | - | - | - | - | 2,855 |
Total exploration costs | $ 12,040 | $ 21,295 | $ 1,800 | $ - | $ - | $ 35,135 |
In addition to the costs listed in the table above, during the nine months ended October 31, 2024, the Company incurred an additional $4,453 in claim maintenance fees on its mineral exploration properties in Chile and an additional $10,000 in general geological fees related to its mineral exploration properties in Canada. These fees are included in the mineral exploration costs in the consolidated statements of loss and comprehensive loss.
6.EQUIPMENT
Changes in equipment cost, depreciation and net book value of the equipment at October 31, 2025 and January 31, 2025 are as follows:
Cost | Equipment | |
Balance at January 31, 2024 | $ | 95,409 |
Disposition of equipment |
| (13,177) |
Effect of foreign currency translation |
| 1,184 |
Balance at January 31, 2025 |
| 83,416 |
Effect of foreign currency translation |
| 1,054 |
Balance at October 31, 2025 | $ | 84,470 |
Accumulated depreciation |
|
|
Balance at January 31, 2024 | $ | 56,474 |
Additions |
| 10,451 |
Disposition of equipment |
| (12,914) |
Effect of foreign currency translation |
| 711 |
Balance at January 31, 2025 | $ | 54,722 |
10 | Page
RED METAL RESOURCES LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended October 31, 2025 and 2024 (Unaudited; Expressed in Canadian Dollars) |
|
-table continued-
Cost | Equipment | |
Balance at January 31, 2025 | $ | 54,722 |
Additions |
| 5,995 |
Effect of foreign currency translation |
| 741 |
Balance at October 31, 2025 |
| 61,458 |
Net carrying amounts |
|
|
Balance, January 31, 2025 | $ | 28,694 |
Balance, October 31, 2025 | $ | 23,012 |
7.PREPAIDS AND OTHER RECEIVABLES
Prepaids and other receivables consisted of the following as at October 31, 2025 and January 31, 2025:
| October 31, 2025 | January 31, 2025 | ||
GST receivable | $ | 13,557 | $ | 4,313 |
Prepaid expenses for general and administrative fees |
| 18,534 |
| 87,209 |
Total prepaids and other receivables | $ | 32,091 | $ | 91,522 |
8.WITHHOLDING TAXES PAYABLE
As at October 31, 2025 and January 31, 2025, the Company had $142,339 and $140,564 in Chilean withholding taxes payable, respectively.
9.SHARE CAPITAL
The Company is authorized to issue an unlimited number of common shares without par value (the “Shares”).
Common shares issued during the period ended October 31, 2025
During the nine months ended October 31, 2025, the Company did not have any transactions that resulted in the issuance of Shares.
Common shares issued during the year ended January 31, 2025
On June 19, 2024, the Company closed the first tranche of a private placement financing (the “Offering”), issuing 1,200,000 Shares for gross proceeds of $60,000.
In addition, the Company issued a total of 12,581,865 Shares on conversion of $629,093 that the Company owed to its related parties. Of this amount, $450,000 owed under the notes payable to related parties were reassigned to new directors and officers of the Company, who joined the management team on May 10, 2024, $50,000 was owed to Da Costa Management Corp, an entity owned by the Company’s CFO, for prior consulting services, and $129,093 was owed to Fladgate Exploration Consulting Corporation, an entity controlled by Mr. Thompson, the Company’s director and VP of Exploration, and Ms. Jeffs, the Company’s director and CEO, under an 8% note payable due on demand. Fladgate forgave $77,362 in interest accumulated on the principal due under the note, which was recorded as a contribution in equity reserves (Note 11).
On July 18, 2024, the Company closed the second and final tranche of the Offering, issuing 550,000 Shares for gross proceeds of $27,500.
On July 18, 2024, the Company issued 150,000 Shares on conversion of $7,500 that the Company owed to one of its vendors.
11 | Page
RED METAL RESOURCES LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended October 31, 2025 and 2024 (Unaudited; Expressed in Canadian Dollars) |
|
On November 13, 2024, the Company issued 1,100,000 Shares pursuant to the definitive agreement (the “Agreement”) with a vendor to acquire a 100% interest in three separate packages of mineral claims and mineral claim applications in Ville Marie, Quebec (the “Point Piche Project”). The shares were valued at $88,000 (Note 5).
On November 22, 2024, the Company closed the first tranche of a non-brokered private placement (the “November Offering”), issuing 3,000,000 flow-through units (the “FT Units”) for gross proceeds of $300,000, with $45,000 allocated to warrant reserve, based on the residual value, and $60,000 recorded as flow-through share liability. Each FT Unit consisted of one flow-through Share (an “FT Share”) and one-half of one non-transferable Share purchase warrant (each whole Share purchase warrant, a “Warrant”). In addition, the Company issued an aggregate of 915,000 non-flow-through units (the “NFT Units”) for gross proceeds of $73,200, of which $13,725 was allocated to warrant reserve based on the residual value. Each NFT Unit consisted of one Share and one-half of one non-transferable Share purchase warrant (each whole share purchase warrant, a “Warrant”). Each whole Warrant is exercisable to acquire one Share at an exercise price of $0.12 per Share until May 22, 2026.
In connection with the November Offering, the Company incurred $54,166 in share issuance costs, of which $30,000 was associated with a cash finder’s fee, $5,350 was associated with regulatory fees, and $18,816 was attributed to 300,000 finder’s warrants. Each finder’s warrant is exercisable to acquire one Share at an exercise price of $ 0.12 per Share until May 22, 2026. The Company used Black-Scholes Option Pricing Model to determine the value of the finder’s warrants. The following assumptions were used:
Expected life of the finder’s warrants | 1.5 years |
Risk-free interest rate | 3.37% |
Expected dividend yield | Nil |
Expected share price volatility | 362% |
Fair value at the date of transaction | $0.065 |
On December 12, 2024, the Company issued 2,250,000 Shares pursuant to a mineral claims acquisition agreement dated December 2, 2024, to acquire a 100% interest in 149 mineral claims located in the Larder Lake Mining District of Ontario (the “Larder Lake Project”). The shares were valued at $157,500 (Note 5).
Warrants
The changes in the number of warrants outstanding during the nine months ended October 31, 2025, and for the year ended January 31, 2025, are as follows:
| Nine months ended October 31, 2025 |
| Year ended January 31, 2025 | ||||
| Number of warrants | Weighted average exercise price |
| Number of warrants | Weighted average exercise price | ||
Warrants outstanding, beginning | 2,257,500 | $ | 0.12 |
| 2,453,473 | $ | 1.17 |
Warrants issued | - | $ | n/a |
| 2,257,500 | $ | 0.12 |
Warrants expired | - | $ | n/a |
| (2,453,473) | $ | 1.17 |
Warrants outstanding, ending | 2,257,500 | $ | 0.12 |
| 2,257,500 | $ | 0.12 |
All warrants outstanding as at October 31, 2025, had an expiry date of May 22, 2026, were exercisable at $0.12 per Share, and had a life of 0.56 years.
12 | Page
RED METAL RESOURCES LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended October 31, 2025 and 2024 (Unaudited; Expressed in Canadian Dollars) |
|
Options
The Company adopted an incentive stock option plan (the “Option Plan”) which provides that the Board of Directors of the Company may, from time to time, at their discretion and in accordance with the CSE requirements, grant stock options to directors, officers and technical consultants for up to 10% of the issued and outstanding common shares of the Company. Such options are exercisable for a period of up to ten years from the date of grant. Exercise price and vesting terms are determined at the time of grant by the Board of Directors.
The changes in the number of options outstanding during the nine months ended October 31, 2025, and for the year ended January 31, 2025, are as follows:
| Nine months ended October 31, 2025 |
| Year ended January 31, 2025 | ||||
| Number of warrants | Weighted average exercise price |
| Number of warrants | Weighted average exercise price | ||
Options outstanding, beginning | 1,640,000 | $ | 0.29 |
| 556,667 | $ | 0.75 |
Options granted | - |
| n/a |
| 1,200,000 | $ | 0.12 |
Options expired | - |
| n/a |
| (116,667) | $ | 0.75 |
Options outstanding, ending | 1,640,000 | $ | 0.29 |
| 1,640,000 | $ | 0.29 |
Details of options outstanding as at October 31, 2025, are as follows:
Number of options exercisable | Grant date | Exercise price and expiry date |
440,000 | November 24, 2021 | $0.75 expiring on November 24, 2026 |
1,200,000 | October 2, 2024 | $0.12 expiring on October 2, 2026 |
1,640,000 |
|
|
As at October 31, 2025, the granted and exercisable options had a weighted average life of 0.97 years.
10.FORGIVENESS OF DEBT
During the nine months ended October 31, 2025, the Company’s vendors forgave a total of $21,767 in previously unpaid fees. During the nine months ended October 31, 2024, the Company recorded $14,916 as forgiveness of debt associated with the write-off provision the Company recorded on vendor payables, which exceeded the statute of limitations.
11.RELATED PARTY TRANSACTIONS
Related parties include the directors, officers, key management personnel, close family members and entities controlled by these individuals. Key management personnel are those having authority and responsibility for planning, directing and controlling the activities of the Company as a whole.
Transactions with Related Parties
During the three and nine months ended October 31, 2025 and 2024, the Company incurred the following expenses with related parties:
13 | Page
RED METAL RESOURCES LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended October 31, 2025 and 2024 (Unaudited; Expressed in Canadian Dollars) |
|
| Three months ended October 31, | Nine months ended October 31, | ||||||
| 2025 | 2024 | 2025 | 2024 | ||||
Consulting fees to a company owned by an officer and a former director | $ | 15,000 | $ | 15,000 | $ | 45,000 | $ | 45,000 |
Consulting fees to a company controlled by officers and directors |
| - |
| 10,000 |
| - |
| 10,000 |
Mineral exploration costs to a company controlled by officers and directors |
| 15,000 |
| - |
| 45,000 |
| 10,000 |
Consulting fees to a director and Vice President (“VP”) of Finance |
| - |
| 12,000 |
| - |
| 20,000 |
Consulting fees to a director |
| - |
| - |
| - |
| 10,000 |
Legal fees paid to a company controlled by a director |
| 5,256 |
| 3,461 |
| 15,822 |
| 17,321 |
Share-based compensation |
| - |
| 38,645 |
| - |
| 38,645 |
Total transactions with related parties | $ | 35,256 | $ | 79,106 | $ | 105,822 | $ | 150,966 |
Amounts due to Related Parties
The following amounts were due to related parties as at:
| October 31, 2025 | January 31, 2025 | ||
|
|
| ||
Due to a company owned by an officer and a former director (a) | $ | 216,387 | $ | 171,387 |
Due to a company controlled by officers and directors (a) |
| 171,806 |
| 171,806 |
Due to a company controlled by officers and directors (a) |
| 293,973 |
| 243,123 |
Due to an officer and director (a) |
| 45,668 |
| 20,047 |
Due to a company controlled by a director (a) |
| 19,281 |
| 16,714 |
Due to the Chief Executive Officer (“CEO”) and director (a), (b) |
| 3,233 |
| 3,341 |
Due to a major shareholder (a), (b) |
| 2,027 |
| 2,162 |
Due to the Chief Financial Officer (“CFO”) (a), (b) |
| 1,402 |
| 1,448 |
Due to a company controlled by a director (a) |
| 1,130 |
| 1,130 |
Total due to related parties | $ | 754,907 | $ | 631,158 |
(a)Amounts are unsecured, due on demand and bear no interest.
(b)On July 29, 2020, Polymet entered into mining royalty agreements (the “NSR Agreements”) with the Company’s CEO, CFO, and the major shareholder (the “Purchasers”) to sell net smelter returns (the “NSR”) on its mineral concessions. NSR range from 0.3% to 1.25%, depending on the particular concession and the Purchaser. The Company’s CEO agreed to acquire the NSR for $2,103 (US$1,500), the CFO agreed to acquire the NSR for $1,402 (US$1,000), and the major shareholder agreed to acquire the NSR for $3,505 (US$2,500).
The NSR will be paid quarterly once commercial exploitation begins and will be paid on gold, silver, copper and cobalt sales. If, within two years, the Company does not commence commercial exploitation of the mineral properties, an annual payment of $10,000 per purchaser will be paid.
Pursuant to Chilean law, the NSR agreements will come in force only when registered against the land title in Chile. The registration of the NSR Agreements has been deferred, therefore the payments made by the CEO, CFO, and the major shareholder have been recorded as advances on the books of the Company and will be applied towards the NSR Agreements, once they are fully legalized.
14 | Page
RED METAL RESOURCES LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended October 31, 2025 and 2024 (Unaudited; Expressed in Canadian Dollars) |
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Notes payable to Related Parties
Debt Restructuring
On May 9, 2024, The Company restructured a portion of its debt with related parties (the “Creditors”) in the amount of $1,911,451, whereby the Creditors agreed to forgive a total of $145,848 in interest accrued on demand notes payable up to January 31, 2024 (which was recorded as part of the equity reserves), and to restructure repayment of remaining balance of $1,765,603 plus interest accrued on the Debt up to May 9, 2024, totaling $51,651 over a five-year period (the “Restructured Loan Agreements”). Under the Restructured Loan Agreements, the remaining balance and accrued interest, totalling $1,817,255 (the “Debt”), continues to accrue interest at an annual interest rate of 8%, and must be repaid in a series of semi-annual installment payments, commencing six months from the date of the Debt restructuring, on November 9, 2024, over a period of five years.
On January 13, 2025, the Company and the Creditors amended the Restructured Loan Agreements to extend and combine the first two payments to July 15, 2025. All other terms of the Restructured Loan Agreements remained the same.
On July 15, 2025, the Company and the Creditors further amended the Restructured Loan Agreements to extend and combine the July 15, 2025, payment, as amended, with the two following payments to July 31, 2026, and to stagger all other payments at six-month intervals starting from July 31, 2026. All other terms of the Restructured Loan Agreements remained the same.
In measuring the fair value of the Restructured Loan Agreements in alignment with IFRS 9, Financial Instruments, at May 9, 2024, the Company recognized an equity component of $239,337 against the balance of the Debt relating to the below-market interest rate. The July 15, 2025, amendment resulted in a further increase to the equity component of $57,038. The value of the equity component and its further adjustment were determined by discounting the total expected future obligations under the Restructured Loan Agreements at a market interest rate of 13%.
During the three- and nine-month periods ending October 31, 2025, the Company recorded accretion on the Debt of $17,988 and $48,260, respectively, as well as $40,682 and $118,399 in interest on the Debt, respectively.
A reconciliation of the Debt balance outstanding at October 31, 2025 and January 31, 2025, is as follows:
Initial Debt at May 9, 2024 | $ | 1,765,604 |
Interest accrued up to May 9, 2024 |
| 51,651 |
Equity portion of loans payable |
| (239,337) |
Interest |
| 109,064 |
Accretion |
| 38,220 |
Total Debt balance at January 31, 2025 |
| 1,725,202 |
Equity portion of loans payable as a result of amendment |
| (57,038) |
Interest |
| 118,399 |
Accretion |
| 48,260 |
Total Debt balance at October 31, 2025 | $ | 1,834,823 |
The components of the Debt reported under current and non-current liabilities are detailed as follows for the dates indicated:
| October 31, 2025 | January 31, 2025 | ||
Current Debt balance | $ | 367,302 | $ | 195,290 |
Non-current Debt balance |
| 1,467,521 |
| 1,529,912 |
Total Debt balance | $ | 1,834,823 | $ | 1,725,202 |
15 | Page
RED METAL RESOURCES LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended October 31, 2025 and 2024 (Unaudited; Expressed in Canadian Dollars) |
|
Other Related Party Notes Payable due on Demand
The following amounts were due under the notes payable on demand:
(a)These notes payable are unsecured, due on demand and accumulate interest at a rate of 8% per annum.
(b)On November 20, 2024, the Company entered into an unsecured line of credit agreement with the Company’s CEO and Director for up to $200,000. The outstanding balance, if any, on the revolving loan is due and payable on demand and bears interest at an annual rate of 8%. As at October 31, 2025, the Company had $141,115 drawn on the facility (January 31, 2025 - $132,496) with $10,874 in interest accrued thereon (January 31, 2025 - $2,095).
(c)On February 1, 2025, the Company entered into an unsecured line of credit agreement with a company controlled by the Company’s CEO and director and the Company’s VP of Exploration and director, for up to US$100,000. The outstanding balance, if any, on the revolving line of credit is due and payable on demand and bears interest at an annual rate of 8%. As at October 31, 2025, the Company had $36,615 (US$26,120) drawn on the facility with $1,739 (US$1,240) in interest accrued thereon.
Interest Expense
A reconciliation of the interest expense accrued on the outstanding notes payable for the three and nine months ended October 31, 2025 and 2024, is as follows:
| Three months ended October 31, | Nine months ended October 31, | ||||||
| 2025 | 2024 | 2025 | 2024 | ||||
Interest accrued on notes payable due on demand | $ | 8,457 | $ | 8,895 | $ | 22,035 | $ | 69,062 |
Interest accrued on the Debt subsequent to restructuring on May 9, 2024 |
| 40,682 |
| 31,736 |
| 118,399 |
| 64,900 |
Total interest expense | $ | 49,139 | $ | 40,631 | $ | 140,434 | $ | 133,962 |
12.FLOW-THROUGH LIABILITY
| October 31, 2025 | January 31, 2025 | |||
Balance, beginning | $ | 60,000 | $ | - | |
Share premium liability on flow-through shares |
| - |
| 60,000 | |
Balance, ending | $ | 60,000 | $ | 60,000 | |
On November 22, 2024, the Company issued 3,000,000 FT Units for gross proceeds of $300,000 (Note 9). The premium received on the FT Units issued was determined to be $60,000 and was recorded as a share capital reduction. An equivalent flow-through share premium liability was recorded and will be reduced as and when the qualified exploration expenditures occur.
16 | Page
RED METAL RESOURCES LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended October 31, 2025 and 2024 (Unaudited; Expressed in Canadian Dollars) |
|
The Company renounced the full amount of $300,000 with an effective date for tax purposes of December 31, 2024, under the look-back rule. As a result, the Company is committed to spending $300,000 on qualifying expenditures by December 31, 2025.
During the three and nine months ended October 31, 2025, and for the year ended January 31, 2025, the Company did not incur any qualifying exploration costs.
13.SEGMENTED INFORMATION
The Company has one operating segment, the exploration of mineral properties, and two geographical segments. All of the Company’s equipment is located in Chile, and the exploration and evaluation assets are located in Chile and in Canada as follows:
| Chile | Canada | ||||||
| October 31, 2025 | January 31, 2025 | October 31, 2025 | January 31, 2025 | ||||
Equipment | $ | 23,012 | $ | 28,694 | $ | - | $ | - |
Exploration and evaluation assets |
| 719,926 |
| 710,945 |
| 263,500 |
| 258,500 |
| $ | 742,938 | $ | 739,639 | $ | 263,500 | $ | 258,500 |
14.CAPITAL MANAGEMENT
The Company manages its capital, consisting of share and working capital, in a manner consistent with the risk characteristics of the assets it holds. All sources of financing are analyzed by management and approved by the Board of Directors. The Company’s objectives when managing capital is to safeguard the Company’s ability to continue as a going concern and to support the exploration and development of its exploration and evaluation assets and to sustain future development of its business. The Company is meeting its objective of managing capital through preparing short-term and long-term cash flow analysis to ensure an adequate amount of liquidity. The Company is not subject to any externally imposed capital restrictions. There were no changes in the Company's approach to capital management during the period.
17 | Page
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED
OCTOBER 31, 2025
| RED METAL RESOURCES LTD Management’s Discussion and Analysis For the Three and Nine Months Ended October 31, 2025 |
INTRODUCTION
The following Management Discussion and Analysis (“MD&A”) of Red Metal Resources Ltd. (the “Company” or “Red Metal”), has been prepared by management, in accordance with the requirements of National Instrument 51-102 as of December 29, 2025, and should be read in conjunction with condensed interim consolidated financial statements for the three and nine months ended October 31, 2025 and 2024, and the related notes contained therein which were prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IASB”). The information contained herein is not a substitute for a detailed investigation or analysis of any particular issue. The information provided in this document is not intended to be a comprehensive review of all matters and developments concerning the Company. The Company is presently a “Venture Issuer” as defined in National Instrument 51-102. Additional information relevant to the Company’s activities can be found on SEDAR+ at www.sedarplus.ca and the Company’s website at http://www.redmetalresources.com.
References to “Red Metal”, the “Company”, “we”, “us”, “our” or similar terms refer to Red Metal Resources Ltd. and its wholly-owned subsidiary, Minera Polymet SpA, which owns a 100% interest in three copper-gold projects on two properties, namely the Farellón and Perth Projects, both located on the Carrizal Property, and the Mateo Project located on the Mateo Property. All of the Company’s Chilean mineral properties are located in the Candelaria iron oxide copper-gold (IOCG) belt of the coastal cordillera, in the Carrizal Alto Mining District, III Region of Atacama, Chile.
During its Fiscal 2025, the Company expanded its mineral property interests through the acquisition of several mineral claims in the provinces of Quebec and Ontario. As of the date of this MD&A, the Company owns 100% interest in three separate mineral claim packages, located in the highly prospective for Hydrogen Larder Lake Mining District of Ontario, along the Quebec border near Ville-Marie, Quebec and four separate packages of mineral claims and mineral claim applications located within the Timiskaming Graben formation approximately 15 km north of Ville Marie, Quebec.
All financial information in this MD&A has been prepared in accordance with IFRS and all dollar amounts are quoted in Canadian dollars, the reporting and functional currency of the parent Company, unless specifically noted. The functional currency of the Company’s Chilean subsidiary is the Chilean peso.
On May 23, 2024, the Company completed a share consolidation (reverse stock split) on the basis of one new share for every three old shares. The share consolidation did not change the proportionate ownership interest of any shareholder or the total equity attributable to the Company's shareholders. All references to share and per share amounts in this MD&A and the condensed interim consolidated financial statements and accompanying notes have been retrospectively adjusted to reflect the share consolidation as if it had occurred at the beginning of the earliest period presented.
FORWARD-LOOKING STATEMENTS
Except for statements of historical fact relating to the Company, certain statements in this MD&A may constitute forward-looking information, future-oriented financial information, or financial outlooks (collectively, “forward-looking information”) within the meaning of Canadian securities laws. Forward-looking information may relate to this MD&A, the Company’s future outlook and anticipated events or results and, in some cases, can be identified by terminology such as “may”, “could”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “projects”, “predict”, “potential”, “targeted”, “possible”, “continue” or other similar expressions concerning matters that are not historical facts and include, but are not limited in any manner to, those with respect to commodity prices, mineral resources, mineral reserves, realization of mineral reserves, existence or realization of mineral resource estimates, the timing and amount of future production, the timing of construction of any proposed mine and process facilities, capital and operating expenditures, the timing of receipt of permits, rights and authorizations, and any and all other timing, development, operational, financial, economic, legal, regulatory and political factors that may influence future events or conditions, as such matters may be applicable.
1 | Page
| RED METAL RESOURCES LTD Management’s Discussion and Analysis For the Three and Nine Months Ended October 31, 2025 |
In particular, this MD&A contains forward-looking statements pertaining to the following:
·expectations regarding revenue, expenses and operations;
·the Company having sufficient working capital and being able to secure additional funding necessary for the continued exploration of the Company’s mineral interests;
·expectations regarding the potential mineralization, geological merit and economic feasibility of the Company’s projects;
·expectations regarding drill programs and potential impacts thereof;
·expectations regarding any environmental issues that may affect planned or future exploration programs and the potential impact of complying with existing and proposed environmental laws and regulations;
·treatment under applicable governmental regimes for permitting and approvals; and
Such forward-looking statements are based on a number of material factors and assumptions and include the ultimate determination of mineral reserves, if any, the availability and final receipt of required approvals, licenses and permits, sufficient working capital to develop and operate any proposed mine, access to adequate services and supplies, economic conditions, commodity prices, foreign currency exchange rates, interest rates, access to capital and debt markets and associated costs of funds, availability of a qualified workforce, and the ultimate ability to mine, process and sell mineral products on economically favourable terms.
While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed in this MD&A. Forward-looking statements are based upon management’s beliefs, estimates and opinions on the date the statements are made and, other than as required by law, the Company does not intend, and undertakes no obligation to update any forward-looking information to reflect, among other things, new information or future events.
Investors are cautioned against placing undue reliance on forward-looking statements.
COMPANY OVERVIEW
Background
Red Metal Resources Ltd. was incorporated under the Nevada Business Corporations Act on January 10, 2005. On February 10, 2021, the Company changed its corporate jurisdiction from the State of Nevada to the Province of British Columbia. Upon the Company’s continuation to British Columbia, the Articles of Incorporation and Bylaws of the Company, under the Nevada Revised Statutes, were replaced with the Articles of the Company, under the Business Corporations Act (British Columbia). The authorized capital of the Company was amended to an unlimited number of common shares without par value.
On November 18, 2021, the Company filed a final non-offering prospectus ( the “Prospectus”) with the B.C. Securities Commission and became a reporting issuer in the province of British Columbia. The common shares of the Company were approved for listing on the Canadian Securities Exchange (the “CSE”) and began trading under the symbol “RMES” as of market open on November 25, 2021, and the Company automatically became a reporting issuer in the province of Ontario. The Company’s common shares continue to trade on the OTC Link alternative trading system on the OTC PINK marketplace under the symbol “RMESF” and, as of June 7, 2024, the Company’s common shares are also listed on the Frankfurt Stock Exchange under the symbol “I660”.
The Company’s head office is located at 1130 West Pender Street, Suite 555, Vancouver, British Columbia V6E 4A4. Its registered office address is at 550 Burrard Street, Suite 2501, Vancouver, British Columbia V6C 2B5. The Company’s mailing address is 278 Bay Street, Suite 102, Thunder Bay, Ontario P7B 1R8.
On August 21, 2007, the Company formed Minera Polymet Limitada (“Polymet”) as a limited liability company under the laws of the Republic of Chile. On September 28, 2015, the Company changed Polymet’s incorporation from a
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| RED METAL RESOURCES LTD Management’s Discussion and Analysis For the Three and Nine Months Ended October 31, 2025 |
Limited Liability Company to a Closed Stock Corporation (“SpA”). As of the date of this MD&A, the Company owns 100% of Polymet, which holds its Chilean mineral property interests.
The Company is engaged in the business of mineral exploration in Chile and Canada with the objective of exploring and, if warranted, developing mineral properties. All of the Company’s Chilean mineral concessions are located in the Candelaria iron oxide copper-gold (IOCG) belt of the coastal cordillera, in the Carrizal Alto Mining District, III Region of Atacama, Chile. The Company has three copper-gold projects on two properties, namely the Farellón and Perth Projects, both located on the Carrizal Property, and the Mateo Project located on the Mateo Property.
In Canada, the Company’s mineral claims are located in the Larder Lake Mining District of Ontario, along the Quebec border near Ville-Marie, Quebec and in the Timiskaming Graben formation, approximately 15 km north of Ville Marie, Quebec. As of the date of this MD&A, the Company’s total portfolio of claim blocks in this highly prospective discovery area consists of seven separate packages, covering 172 mineral claims and totalling over 4,546 hectares to the North, Northeast and Southwest of QIMC’s Hydrogen-in-soil sample discovery as well as covering similar geology to the west into Ontario. These claim blocks are contiguous on three sides to Quebec Innovative Materials Corp. and cover possible extensions in multiple directions.
In addition to holding its Chilean and Canadian projects, as an exploration company, the Company periodically stakes, purchases, or options claims to allow sufficient time and access to fully consider the geological potential of the claims.
The Company’s flagship project, the Farellón Project, is an early-stage exploration project consisting of eight mining concessions totalling 1,234 hectares.
Consistent with the Company’s historical practices, the Company’s management continues to monitor its costs by reviewing the Company’s mineral claims to determine whether they possess the geological indicators to economically justify the capital to maintain or explore them. As of the date of this MD&A, Polymet has one employee and engages independent consultants on an as-needed basis. Most of the Company’s support, including vehicles, office, and equipment, is supplied under short-term contracts. The only long-term commitments the Company has are for royalty payments on four of its mineral concessions: Farellón Alto 1-8, Quina 1-56, Exeter 1-54, and Che. These royalties are payable upon commencement of exploitation. The Company is also required to pay property taxes that are due annually on all Chilean concessions included in its properties.
The cost and timing of all planned exploration programs are subject to the availability of qualified mining personnel, such as consulting geologists, geo-technicians and drillers, and drilling equipment. Although Chile and Canada has a well-trained and qualified mining workforce from which to draw, if the Company is unable to find the personnel and equipment needed at the prices that were budgeted for the programs, the Company might have to revise or postpone its exploration plans.
OVERVIEW OF MINERAL PROPERTIES
As of the date of this MD&A the Company’s mineral property interests include three copper-gold projects on two properties, namely the Farellón and Perth Projects both located on the Carrizal Property, and the Mateo Project located on the Mateo Property, which are located in the prolific Candelaria iron oxide copper-gold (IOCG) belt of Chile’s coastal Cordillera (see Figure 1 below). And 160 mineral claims totalling over 4,178 hectares located in the Larder Lake Mining District of Ontario, along the Quebec border near Ville-Marie, Quebec and in the Timiskaming Graben formation, approximately 15 km north of Ville Marie, Quebec (see Figure 2 below).
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| RED METAL RESOURCES LTD Management’s Discussion and Analysis For the Three and Nine Months Ended October 31, 2025 |
Figure 1 - Location of Mineral Properties in Chile
Figure 2 - Location of Mineral Claim blocks in Ontario and Quebec
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| RED METAL RESOURCES LTD Management’s Discussion and Analysis For the Three and Nine Months Ended October 31, 2025 |
The Company’s Chilean properties are listed in the table below:
Property | Percentage, type of claim | Hectares | |
Gross area | Net area(a) | ||
Farellón |
|
|
|
Farellón Alto 1 - 8 | 100%, mensura | 66 |
|
Quina 1 - 56 | 100%, mensura | 251 |
|
Exeter 1 - 54 | 100%, mensura | 235 |
|
Cecil 1 - 49 | 100%, mensura | 228 |
|
Teresita | 100%, mensura | 1 |
|
Azúcar 6 - 25 | 100%, mensura | 88 |
|
Stamford 61 - 101 | 100%, mensura | 165 |
|
Kahuna 1 - 40 | 100%, mensura | 200 |
|
|
| 1,234 | 1,234 |
Perth |
|
|
|
Perth 1-36 | 100%, mensura | 109 |
|
Rey Arturo 1-30 | 100%, mensura | 276 |
|
Lancelot 1 1-27 | 100%, mensura | 260 |
|
Galahad IA 1 44 | 100%, mensura | 217 |
|
Camelot 1 53 | 100%, mensura | 227 |
|
Percival 4 1 60(a) | 100%, mensura | 300 |
|
Tristan II A 1 55(a) | 100%, mensura | 261 |
|
Galahad IB 1 3 | 100%, mensura | 10 |
|
Tristan II B 1 4 | 100%, mensura | 7 |
|
Merlin IB 1 10 | 100%, mensura | 38 |
|
Merlin A 1 48 | 100%, mensura | 220 |
|
Lancelot II 1 23 | 100%, mensura | 115 |
|
Galahad IC | 100%, mensura | 4 |
|
|
| 2,044 | 2,044 |
Mateo |
|
|
|
Margarita | 100%, mensura | 56 |
|
Che 1 and Che 2 | 100%, mensura | 76 |
|
Irene and Irene II | 100%, mensura | 60 |
|
|
| 192 |
|
Overlapped claims(b) |
| (10) | 182 |
|
|
| 3,460 |
(a)The Company did not pay 2025/26 annual property taxes on these claims as they hold the least potential. The Company continues to hold title to these claims; however, there is a likelihood that the Company may lose access to them should the Government of Chile include them in the next mineral claims auction.
(b)Irene and Irene II overlap each other; the net area of both claims is 50 hectares.
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| RED METAL RESOURCES LTD Management’s Discussion and Analysis For the Three and Nine Months Ended October 31, 2025 |
Property acquisition costs are listed in the tables below:
Exploration and evaluation assets at October 31, 2025
| January 31, 2025 | Acquisition costs | Effect of foreign currency translation | October 31, 2025 | ||||
Farellón Project |
|
|
|
|
| |||
Farellón | $ | 400,101 | $ | - | $ | 5,054 | $ | 405,155 |
Quina |
| 154,214 |
| - |
| 1,948 |
| 156,162 |
Exeter |
| 156,630 |
| - |
| 1,979 |
| 158,609 |
Farellón Project, sub-total |
| 710,945 |
| - |
| 8,981 |
| 719,926 |
Point Piche Project(a) |
| 93,000 |
| 5,000 |
| - |
| 98,000 |
Larder Lake Project |
| 165,500 |
| - |
| - |
| 165,500 |
Total costs | $ | 969,445 | $ | 5,000 | $ | 8,981 | $ | 983,426 |
(a)During the period ending October 31, 2025, the Company was notified that the likelihood of approval by the Quebec Ministry of Natural Resources and Forests of the eight claims from the original 19 claims comprising the Point Piche Project was highly unlikely. However, subsequent to October 31, 2025, the claims were approved, and therefore, the Company is planning to issue the required 500,000 common shares in January 2026.
Exploration and evaluation assets at January 31, 2025
| January 31, 2024 | Acquisition costs | Effect of foreign currency translation | January 31, 2025 | ||||
Farellón Project |
|
|
|
|
| |||
Farellón | $ | 394,421 | $ | - | $ | 5,680 | $ | 400,101 |
Quina |
| 152,025 |
| - |
| 2,189 |
| 154,214 |
Exeter |
| 154,406 |
| - |
| 2,224 |
| 156,630 |
Farellón Project, sub-total |
| 700,852 |
| - |
| 10,093 |
| 710,945 |
Point Piche Project |
| - |
| 93,000 |
| - |
| 93,000 |
Larder Lake Project |
| - |
| 165,500 |
| - |
| 165,500 |
Total costs | $ | 700,852 | $ | 258,500 | $ | 10,093 | $ | 969,445 |
During the nine months ended October 31, 2025 and 2024 the Company incurred the following costs associated with the exploration activities on its mineral properties:
Exploration costs for the period ended October 31, 2025
| Farellón Project | Perth Project | Mateo Project | Point Piche Project | Larder Lake Project | Total Costs |
Property taxes paid | $ 34,148 | $ 68,290 | $ 7,657 | $ - | $ - | $ 110,095 |
Assay costs | 7,427 | - | - | - | - | 7,427 |
Camp costs | 13 | - | - | - | - | 13 |
Total exploration costs | $ 41,588 | $ 68,290 | $ 7,657 | $ - | $ - | $ 117,535 |
In addition to the costs listed in the table above, during the nine months ended October 31, 2025, the Company incurred an additional $3,856 in claim maintenance fees on its mineral exploration properties in Chile and an additional $45,000 in general geological fees related to its mineral exploration properties in Canada. These fees are included in the mineral exploration costs in the consolidated statements of loss and comprehensive loss.
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| RED METAL RESOURCES LTD Management’s Discussion and Analysis For the Three and Nine Months Ended October 31, 2025 |
Exploration costs for the period ended October 31, 2024
| Farellón Project | Perth Project | Mateo Project | Point Piche Project | Larder Lake Project | Total Costs |
Property taxes paid | $ 9,185 | $ 21,295 | $ 1,800 | $ - | $ - | $ 32,280 |
Camp costs | 2,855 | - | - | - | - | 2,855 |
Total exploration costs | $ 12,040 | $ 21,295 | $ 1,800 | $ - | $ - | $ 35,135 |
In addition to the costs listed in the table above, during the nine months ended October 31, 2024, the Company incurred an additional $4,453 in claim maintenance fees on its mineral exploration properties in Chile and an additional $10,000 in general geological fees related to its mineral exploration properties in Canada. These fees are included in the mineral exploration costs in the consolidated statements of loss and comprehensive loss.
Recent Exploration Program
Farellón Project
In February 2025 the Company commenced an extensive sampling and mapping work program on its Farellón Project. The program was designed to follow up on and extend previously identified veins that comprise approximately 15 km of veining extending along strike from the historic Carrizal Alto mine, aiding in refining future drill targets.
The 2025 mapping and sampling program highlighted the higher-grade gold potential of the southwestern extension of the veins that have never been drill tested and only had limited sampling. Sampling of the Armonia vein as it extends from the historic Carrizal Alto mine onto Red Metal’s Carrizal Property continues to highlight the 2.5 kilometeres of veining that has not been drill tested.
Highlights of the sample program included:
·71 samples collected, all samples returned higher than 1% Cu, 41 returned greater than 4% Cu, and 22 returned greater than 1g/t Au
·Significant sample returned 17.3% Cu with 5.0 g/t Au, 7.1% Cu with 8.4g/t Au, and 6.8% Cu with 7.0 g/t Au in the South Theresa Zone;
· Clear definition of veins in the South Theresa zone, which showed higher gold to copper ratios than the main Farellon structure.
Point Piche Project
In the fall of 2025, the Company mobilized crews and collected UAV-supported magnetic survey data over the Company’s Point Piche Property. The survey was conducted by Fladgate Exploration Consulting out of Thunder Bay, ON, using a 15-meter detailed line spacing while flying at very low elevation over the lake to allow for increased resolution of the data collected. The Company intends to use the collection of high-density magnetic data to aid in a structural interpretation of bedrock under the lakebed
Capital Resources
The Company’s ability to acquire and explore its Chilean and Canadian claims is subject to the Company’s ability to obtain the necessary funding. The Company’s management expects to raise funds through any combination of debt financing and/or sale of its securities. The Company has no committed sources of capital. If management is unable to raise funds as and when needed, the Company may be required to curtail, or even to cease, its operations.
Contingencies and Commitments
The Company had no contingencies at October 31, 2025.
As of October 31, 2025, the Company had the following long-term contractual obligations and commitments, notwithstanding $1,232,905 the Company owed to its related parties that were due on demand, $1,834,823 the Company owed to its related parties under the restructured loan agreements that were due in series of semi-annual
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| RED METAL RESOURCES LTD Management’s Discussion and Analysis For the Three and Nine Months Ended October 31, 2025 |
payments commencing on July 31, 2026, as amended, with the final payment due on May 9, 2029, and $142,339 in Chilean withholding taxes payable:
Farellón royalty. The Company is committed to paying the vendor a royalty equal to 1.5% on the net sales of minerals extracted from the Farellón Alto 1 - 8 concession up to a total of US$600,000. The royalty is payable monthly and is subject to a monthly minimum of US$1,000 when mining operations are active.
Quina royalty. The Company is committed to paying a royalty equal to 1.5% on the net sales of minerals extracted from the Quina concession. The royalty payments are due semi-annually once commercial production begins and are not subject to minimum payments.
Exeter royalty. The Company is committed to paying a royalty equal to 1.5% on the net sales of minerals extracted from the Exeter concession. The royalty payments are due semi-annually once commercial production begins and are not subject to minimum payments.
Che royalty. The Company is committed to paying a royalty equal to 1% of the net sales of minerals extracted from the concessions to a maximum of US$100,000 to the former owner. The royalty payments are due monthly once exploitation begins and are not subject to minimum payments.
Mineral property taxes. To keep its Chilean mineral concessions in good standing, the Company is required to pay mineral property taxes of approximately CAD$115,000 per annum. This amount could increase in the future if the properties are dormant.
QUALIFIED PERSON
Caitlin Jeffs, P. Geo., director of the Company, is a “qualified person” as defined by NI 43-101 and has reviewed and approved, or has prepared, as applicable, the disclosure of the scientific and technical information contained in this document.
SELECTED FINANCIAL INFORMATION
| Nine months ended October 31, 2025 | Year ended January 31, 2025 |
Comprehensive loss | 577,918 | $ 889,006 |
Net loss per share - basic and diluted | $ 0.01 | $ 0.03 |
Total assets | $ 1,063,885 | $ 1,354,439 |
RESULTS OF OPERATIONS
The three-month period ended October 31, 2025, compared to the three-month period ended October 31, 2024.
During the three months ended October 31, 2025, the Company reported a net loss of $156,744, compared to $188,526 during the three months ended October 31, 2024.
The Company’s total operating expenses during the three months ended October 31, 2025, were $92,471, a decrease of $55,157, as compared to $147,628 for the three months ended October 31, 2024. The most significant factor contributing to the reduction in operating expenses was the absence of share-based compensation fees, as opposed to $46,376, the Company recorded as share-based compensation for the three months ended October 31, 2024. The second-largest factor contributing to the decrease in operating expenses was reduced consulting fees, which decreased by $13,000 to $15,000, as compared to $28,000 incurred in the prior period. The Company’s general and administrative expenses decreased to $32,008, as compared to $44,609 for the period ended October 31, 2024. This decrease was mainly due to the absence of travel expenses, as compared to $6,502 incurred in the prior year; reduced advertising and investor relations expenditures of $21,640, as compared to $25,320 spent in the comparative period; and $211 in IVA expenses, as compared to $3,736 during the prior year.
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| RED METAL RESOURCES LTD Management’s Discussion and Analysis For the Three and Nine Months Ended October 31, 2025 |
The above decreases were in part offset by an increase in the Company’s professional fees, which rose to $4,736 for the three months ended October 31, 2025, from $2,540 in the comparative period. Regulatory expenses increased by $9,786, from $6,107 for the three months ended October 31, 2024, to $15,893 in the current period. During the same period, the Company incurred $16,557 in exploration expenses, an increase of $5,278 compared with $11,279 in the comparative period.
In addition to regular business operating expenses, the Company’s overall net loss for the three months ended October 31, 2025, was affected by $49,139 in interest accrued on the debt the Company incurred with its related parties (October 31, 2024 - $40,631), $17,988 in accretion expense on restructured loans, as a result of these loans being issued at a discounted interest rate (October 31, 2024 - $Nil). The $2,854 gain on foreign exchange fluctuations partially offset the increase in other losses for the period (October 31, 2024 - $267 loss).
The nine-month period ended October 31, 2025, compared to the nine-month period ended October 31, 2024.
During the nine months ended October 31, 2025, the Company reported a net loss of $578,657 as compared to a net loss of $571,020 the Company incurred during the nine months ended October 31, 2024.
The Company’s total operating expenses during the nine months ended October 31, 2025, were $418,127, a decrease of $31,642, as compared to $449,769 for the nine months ended October 31, 2024. The largest expense item during the current period was attributed to $166,392, the Company incurred in exploration expenses, which increased by $116,804 as compared to $49,588 the Company incurred during the comparative period. The higher exploration expenses during the nine months ended October 31, 2025, were associated with the payment of annual property taxes for the Company’s Chilean mineral claims, which increased due to a new tax policy introduced in Chile.
This increase was offset by the absence of share-based compensation fees, as opposed to $46,376 the Company recorded as share-based compensation for the nine months ended October 31, 2024; and by reduced general and administrative expenses of $116,377, as compared to $142,160 the Company incurred during the nine months ended October 31, 2024. The general and administrative expenses included $82,538 the Company incurred in advertising and investor relations fees (October 31, 2024 - $63,296), $20,427 in administrative expenses (October 31, 2024 - $19,436), and $5,381 incurred in office expenses (October 31, 2024 - $10,541). Furthermore, the Company’s professional fees decreased by $29,511 to $29,367 for the nine months ended October 31, 2025, compared to $58,878 incurred during the nine months ended October 31, 2024, and consulting fees decreased by $48,407 to $45,000, compared to $93,407 incurred during the nine months ended October 31, 2024.
In addition to the regular business operating expenses, the Company’s overall net loss for the nine months ended October 31, 2025, was affected by $140,434 in interest accrued on the debt the Company incurred with its related parties (October 31, 2024 - $133,962), $48,260 in accretion expense on restructured loans, as a result of these loans being issued at a discounted interest rate (October 31, 2024 - $Nil), and was in part offset by a $6,397 gain on foreign exchange fluctuations (October 31, 2024 - $2,205 loss) and $21,767 forgiveness of debt with the Company’s vendors (October 31, 2024 - $14,916).
Summary of Quarterly Results
Results for the most recently completed financial quarters are summarized in the table below:
Period ended | Net loss | Loss per share; basic and diluted |
October 31, 2025 | $ (156,744) | $ (0.00) |
July 31, 2025 | $ (272,286) | $ (0.01) |
April 30, 2025 | $ (149,627) | $ (0.01) |
January 31, 2025 | $ (322,697) | $ (0.01) |
October 31, 2024 | $ (188,526) | $ (0.01) |
July 31, 2024 | $ (234,275) | $ (0.01) |
April 30, 2024 | $ (148,219) | $ (0.01) |
January 31, 2024 | $ (124,810) | $ (0.01) |
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| RED METAL RESOURCES LTD Management’s Discussion and Analysis For the Three and Nine Months Ended October 31, 2025 |
During the quarter ended October 31, 2025, the Company recorded a net loss of $156,744. The Company’s total operating expenses during the three months ended October 31, 2025, were $92,471, with the largest expense associated with $32,008, the Company incurred in general and administrative expenses, which included $21,640 incurred in relation to investor outreach activities, $7,002 in administrative fees, and $1,512 in office expenses. These costs were followed by $16,557 in exploration expenses, $15,000 in consulting fees, $15,893 in regulatory fees, and $4,736 in professional fees. As a result of increased debt with related parties, the Company’s interest on related party notes payable during the third quarter of its fiscal 2026 increased to $49,139. The Company recorded $17,988 in accretion expense on restructured loans, resulting from these loans being issued at a discounted interest rate. Foreign exchange fluctuations resulted in a $2,854 gain.
During the quarter ended July 31, 2025, the Company recorded a net loss of $272,286. The Company’s total operating expenses during the three months ended July 31, 2025, were $203,649, with the largest expense associated with $126,272, the Company incurred in exploration expenses, which were related to the payment of 2025/26 annual property taxes, in accordance with the new legislative requirement imposed by the Chilean Government. This increase was followed by $32,742, the Company incurred in general and administrative expenses, which included $22,169 incurred in relation to investor outreach activities, $6,619 in administrative fees, and $1,213 in office expenses. These costs were followed by $8,995 in professional fees, $15,000 in consulting fees, and $12,729 in regulatory fees. As a result of increased debt with related parties, the Company’s interest on related party notes payable during the second quarter of its fiscal 2026 increased to $47,120. The Company recorded $15,940 in accretion expense on restructured loans, as a result of these loans being issued at a discounted interest rate, and a $5,577 loss on foreign exchange fluctuations.
During the quarter ended April 30, 2025, the Company recorded a net loss of $149,627. The Company’s total operating expenses during the three months ended April 30, 2025, were $122,007, with the largest expense associated with $51,627 the Company incurred in general and administrative expenses, which included $38,729 incurred in relation to the investor outreach activities, $598 for travel expenses, $6,806 in administrative fees, and $2,656 in office expenses. These increases were followed by $23,563 in mineral exploration costs, mostly related to the sampling and mapping program on the Farellon Property, $15,636 in professional fees, and $15,000 in consulting fees. As a result of debt restructuring and partial forgiveness of interest accrued on the notes payable, which was finalized on May 9, 2024, the Company’s interest on related party notes payable during the first quarter of its fiscal 2026 decreased to $44,175. The Company recorded $14,332 in accretion expense on restructured loans, as a result of these loans being issued at a discounted interest rate. These costs were in part offset by a $21,767 forgiveness of debt on the settlement of outstanding vendor payables, and $9,120 gain on foreign exchange fluctuations.
During the quarter ended January 31, 2025, the Company recorded a net loss of $322,697. The Company’s total operating expenses during the three months ended January 31, 2025, were $242,452 with the largest expense associated with $119,235 the Company incurred in general and administrative expenses, which included $97,742 incurred in relation to the investor outreach activities, $8,013 for travel expenses, $6,377 in administrative fees, and $5,462 in office expense. These increases were followed by $57,426 the Copany incurred in professional fees, $30,000 in consulting fees, and $16,256 in mineral exploration costs related to the acquisition of new mineral claims in Quebec and Ontario, which the Company refers to as the Point Piche and Larder Lake Projects, respectively. As a result of debt restructuring and partial forgiveness of interest accrued on the notes payable, which was finalized on May 9, 2024, the Company’s interest on current debt during the fourth quarter of its fiscal 2025 decreased to $43,994. The Company recorded $38,220 in accretion expense on restructured loans, as a result of these loans being issued at a discounted interest rate.
During the quarter ended October 31, 2024, the Company recorded a net loss of $188,526. The Company’s total operating expenses during the three months ended October 31, 2024, were $147,628, with the largest expense associated with 46,376 in share-based compensation recognized on the grant of options to acquire up to 1,200,000 common shares at $0.12 per share, which expire on October 2, 2026. This increase was followed by $44,609 in general and administrative expenses, which included $25,320 incurred in relation to investor outreach activities, $6,502 for travel expenses, and $6,775 in administrative fees. The Company spent a further $28,000 on consulting fees associated with the management changes in May of 2024, and $11,279 on mineral exploration costs related to the acquisition of the Point Piche Project. As a result of debt restructuring and partial forgiveness of interest accrued on the notes
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| RED METAL RESOURCES LTD Management’s Discussion and Analysis For the Three and Nine Months Ended October 31, 2025 |
payable, which was finalized on May 9, 2024, the Company’s interest on current debt during the third quarter of its fiscal 2025 decreased to $40,631.
During the quarter ended July 31, 2024, the Company recorded a net loss of $234,275. The Company’s total operating expenses during the three months ended July 31, 2024, were $205,827, with the largest expense associated with $50,407, the Company incurred in consulting fees associated with the management changes in May of 2024. This increase was followed by $39,719 in professional fees associated with the engagement of a new legal counsel to assist the Company with management changes, debt restructuring, and financing. During the same period, the Company spent $37,976 and $32,945 on investor relations activities and travel expenses, respectively, and further $20,230 was spent on regulatory and compliance expenses associated with the financing and debt restructuring transactions that took place during the second quarter of the Company’s fiscal 2025. As a result of debt restructuring and partial forgiveness of interest accrued on the notes payable, which was finalized on May 9, 2024, the Company’s interest on current debt during the second quarter of its fiscal 2025 decreased to $42,095. These increased expenses were in part offset by a $14,916 write-off of old vendor payables that have exceeded the statute of limitations. Overall, the second quarter of the fiscal year 2025 saw a continued increase in net loss, as compared to the two prior quarters, which resulted from increased business activity following the change in management.
During the quarter ended April 30, 2024, the Company recorded a net loss of $148,219. The Company’s total operating expenses during the three months ended April 30, 2024, were $96,314 with the largest expense associated with $36,358 the Company incurred in exploration expenses, which were associated with the payment of 2024/25 year property taxes, followed by $16,619 in professional fees associated with engagement of a new legal council to assist the Company with management changes, debt restructuring, and financing, and $15,000 the Company incurred in consulting fees. The Company’s salaries, wages and benefits decreased to $5,385 as a result of the reorganization of the Company’s operations, as the Company moved one of its employees from the salaried position to an administrative position as a self-employed consultant, which consequently resulted in $6,222 the Company recognizing in administrative costs included in general and administrative expenses. The Company’s interest on current debt during the first quarter of fiscal 2025 increased to $51,236, and fluctuation in foreign exchange rates resulted in an additional loss of $669. Overall, the first quarter of the fiscal year 2025 saw a slight increase in net loss, as compared to the prior quarter ended January 31, 2024, due to payment of mineral property taxes resulting from changes in regulatory requirements in Chile.
During the quarter ended January 31, 2024, the Company recorded a net loss of $124,810. The Company’s total operating expenses during the three months ended January 31, 2024, were $91,689, with the largest expense associated with $53,087 the Company incurred in professional fees, followed by $15,000 the Company incurred in consulting fees. The Company’s salaries, wages and benefits decreased to $6,040 as a result of the reorganization of the Company’s operations, as the Company moved one of its employees from a salaried position to an administrative position as a self-employed consultant. The Company’s interest on current debt during the fourth quarter of fiscal 2024 increased to $50,840, and fluctuation in foreign exchange rates resulted in a $17,719 gain. Overall, the fourth quarter of the fiscal 2024 saw a decrease in net loss due to decreased exploration activity, as the Company’s drilling and mapping programs were finalized during the fiscal 2023.
Liquidity and Capital Resources
As of October 31, 2025, the Company had a cash balance of $25,356, a working capital deficit of $1,735,017 and cash used in operations totalled $379,635 for the period then ended.
During the nine months ended October 31, 2025, the Company supported its operations mainly through related party debt and, to a smaller extent, with cash generated from private placement financings in the fourth quarter of its Fiscal 2025. During the nine months ended October 31, 2025, the Company borrowed a total of $36,589 under a line of credit with a company controlled by the Company’s CEO, Caitlin Jeffs, and the Company’s VP of exploration, Mr. Thompson, and $50,000 in exchange for a note payable due on demand. An additional $8,620 was borrowed under a line of credit with the Company’s CEO, Caitlin Jeffs and $50,000 was borrowed from Mrs. Susan Jeffs, the mother of Caitlin Jeffs. The principal borrowed under the lines of credit and in exchange for the notes payable due on demand accumulates interest at 8% per annum, is unsecured and payable on demand.
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| RED METAL RESOURCES LTD Management’s Discussion and Analysis For the Three and Nine Months Ended October 31, 2025 |
The Company did not generate cash flows from its operating activities to satisfy the cash requirements for the period ended October 31, 2025. The amount of cash that the Company has generated from its operations to date is significantly less than its current and long-term debt obligations, including advances and notes payable to related parties. To service the Company’s debt, management relies mainly on attracting cash through debt or equity financing.
Transactions with Related Parties
During the three and nine months ended October 31, 2025, the Company entered into related-party transactions with entities related to key management personnel and its principal shareholders. These transactions, which include consulting, mineral exploration, legal fees, and short‑term financing, are disclosed in detail in Note 11 to the condensed interim consolidated financial statements for the three and nine months ended October 31, 2025 and 2024.
Management confirms that these transactions were conducted on terms equivalent to those prevailing in arm’s‑length transactions and did not have any material impact on the Company’s consolidated results of operations, cash flows, or financial position.
For a summary of the nature of the relationships, transaction amounts, outstanding balances as at October 31, 2025, and the terms of financing arrangements, refer to Note 11 included in the condensed interim consolidated financial statements for the three and nine months ended October 31, 2025 and 2024.
OUTSTANDING SHARE DATA
As at the date of this MD&A, the following securities were outstanding:
Type | Amount | Conditions |
Common shares | 40,035,726 | Issued and outstanding |
Warrants | 1,957,500 | Exercisable into 1,957,500 common shares at a price of $0.12 per share expiring on May 22, 2026. |
Finder’s Warrants | 300,000 | Exercisable into 300,000 common shares at a price of $0.12 per share expiring on May 22, 2026. |
Stock options | 440,000 | Exercisable into 440,000 common shares at a price of $0.75 per share expiring on November 24, 2026. |
Stock options | 1,200,000 | Exercisable into 1,200,000 common shares at a price of $0.12 per share expiring on October 2, 2026. |
| 43,933,226 | Total shares outstanding (fully diluted) |
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
SIGNIFICANT ACCOUNTING POLICIES
All significant accounting policies adopted by the Company, as well as new accounting standards and interpretations, have been described in the notes to the consolidated financial statements for the year ended January 31, 2025.
RISKS AND UNCERTAINTIES
The Company is in the business of exploring and, if warranted, developing mineral properties, which is a highly speculative endeavour. A purchase of any of the common shares involves a high degree of risk and should be undertaken only by purchasers whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in the common shares should not constitute a significant portion of an individual’s investment portfolio and should be made only by persons who can afford a total loss of their investment. Prospective shareholders should evaluate carefully the risk factors associated with an investment in the common shares.
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| RED METAL RESOURCES LTD Management’s Discussion and Analysis For the Three and Nine Months Ended October 31, 2025 |
Readers are referred to the “Risks and Uncertainties” section of the MD&A for the year ended January 31, 2025, which provides a comprehensive analysis of material risks affecting the Company. As of October 31, 2025, no new material risks have emerged. The Company continues to monitor and adapt its mitigation strategy.
No other risk factors have materially changed since the date of the annual MD&A.
Financial Instruments
Detailed disclosures on the Company’s financial instruments, including classifications, carrying values, and risk exposures, are presented in Note 4 to the condensed interim consolidated financial statements, in accordance with IFRS 7 and IAS 34.
During the three and nine months ended October 31, 2025, there were no material changes in the Company’s risk exposures, hedging activities, or risk management objectives. The fair value of financial instruments remained within previously disclosed ranges, and no new hedging instruments or derivatives were initiated.
Capital management
Refer to Note 14 included in the Company’s condensed interim consolidated financial statements for the three and nine months ended October 31, 2025 and 2024, for a discussion of capital management objectives, policies, and targets.
In the interim period, the Company entered into an unsecured line of credit agreement with a company controlled by the Company’s CEO and director and the Company’s VP of Exploration and director, for up to US$100,000. The outstanding balance, if any, on the revolving line of credit is due and payable on demand and bears interest at an annual rate of 8%. As of October 31, 2025, the Company had drawn $36,615 (US$26,120) on the facility, with $1,739 (US$1,240) in interest accrued thereon.
On November 20, 2024, the Company entered into an unsecured line of credit agreement with the Company’s CEO and director for up to $200,000. The outstanding balance, if any, on the revolving loan is due and payable on demand and bears interest at an annual rate of 8%. During the nine months ended October 31, 2025, the Company borrowed a total of $8,620 under the line of credit. As at October 31, 2025, the Company had $141,115 drawn on the facility (January 31, 2025 - $132,496) with $10,874 in interest accrued thereon (January 31, 2025 - $2,095).
There were no changes in the Company’s approach to capital management during the period covered by this MD&A.
CONTINGENCIES
There are no contingent liabilities.
ADDITIONAL INFORMATION
Additional information concerning the Company and its operations is available on SEDAR+ at www.sedarplus.ca.
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