Interim Condensed Consolidated Financial Statements | March 31, 2025 and 2024
Viridian Metals Inc.
Interim Condensed Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
Viridian Metals Inc.
Interim Condensed Consolidated Financial Statements
March 31, 2025 and 2024 Page
Notice of no auditor review of Interim Condensed Consolidated Financial Statements
Interim Condensed Consolidated Statement of Financial Position 1
Interim Condensed Consolidated Statement of Loss and Comprehensive Loss 2
Interim Condensed Consolidated Statement of Changes in Shareholders’ Equity 3
Interim Condensed Consolidated Statement of Cash Flows 4
Notes to the Interim Condensed Consolidated Financial Statements 5 - 18
VIRIDIAN METALS INC.
NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS
Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The accompanying condensed consolidated interim financial statements of the Company have been prepared by management and approved by the Audit Committee and Board of Directors of the Company.
Interim Unaudited Condensed Consolidated Statement of Financial Position (Expressed in Canadian Dollars)
As at, March 31, December 31,
2025
2024 ASSETS $ $ CURRENT
| Cash | 464,982 | 116,389 |
| Prepaids | 19,611 | 33,827 |
| Advances and receivables | Note 7 272,701 | 830,412 |
| TOTAL ASSETS | 757,294 | 980,628 |
LIABILITIES
CURRENT
| Trade payables and accrued liabilities | 81,791 | 204,942 |
| Flow-through share premium liability | 81,258 | 76,052 |
| TOTAL CURRENT LIABILITIES | 163,049 | 280,994 |
SHAREHOLDERS' EQUITY
| Share capital | Note 10 | 3,154,734 | 3,154,734 |
| Equity reserves | Note 11 | 1,839,968 | 1,839,968 |
| Deficit | (4,400,457) | (4,295,068) |
594,245 699,634 TOTAL LIABILITIES AND EQUITY 757,294 980,628
Nature of operations and going concern Note 1 Commitment and contingencies Note 14 Subsequent events Note 15
Approved on behalf of the board of directors
"Alan Grujic" "Tyrell Sutherland"
Director Director
The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.
Interim Unaudited Condensed Consolidated Statement of Loss and Comprehensive Loss
Three months ended
March 31, 2025 March 31, 2024
$ $ EXPENSES
| Exploration expenditures (Note 8) | (117,313) | 41,124 |
| General and administrative | 4,286 | 1,573 |
| Consulting fees | 91,350 | 19,500 |
| Professional fees (Note 9) | 56,574 | 48,880 |
| Regulatory (Note 9) | 41,336 | - |
| Promotion | 20,903 | 5,858 |
| Foreign exchange gain | (1,760) | - |
| Interest and bank charges | 596 | 249 |
| TOTAL EXPENSES | 95,972 | 117,184 |
| Loss before other items | (95,972) | (117,184) |
OTHER INCOME (EXPENSES)
| Flow-through share premium | (5,206) | - |
| Part XII.6 taxes | (5,637) | - |
| Interest income | 1,426 | 1,611 |
(9,417) 1,611
NET LOSS AND COMPREHENSIVE LOSS (105,389) (115,573)
Loss per share (0.00)
Basic and diluted (0.03)
Weighted-average number of shares outstanding
Basic and diluted 49,608,938 39,818,984
The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.
| Viridian Metals Inc. Interim Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity (Expressed in Canadian Dollars) | ||
|---|---|---|
| Equity Reserves Contributed Share Capital Warrants surplus Shares to be issued Deficit Total equity # of shares $ $ $ $ $ $ | ||
| Balance, December 31, 2023 41,607,200 1,467,884 781,982 100 3,680 (1,985,871) 267,775 | ||
| Net loss for the period - - - - - (115,573) (115,573) | ||
| Balance, March 31, 2024 41,607,200 1,467,884 781,982 100 3,680 (2,101,444) 152,202 | ||
| Shares issued as part of a private placement 3,780,628 | 953,722 494,498 | - - - 1,448,220 |
| Issuance of finder's warrants - - 12,050 - - - 12,050 Issuance of finder's shares 20,000 3,680 - - (3,680) - - Contractor shares issued 150,000 52,500 - - - - 52,500 Exercise of compensation options 1,000,000 100 - (100) - - - Premium on Flow-Through Shares - (125,000) - - - - (125,000) Share issue costs 199,110 17,037 (29,086) - - - (12,049) Shareholder contributions - 71,811 5,649 - - - 77,460 Stock based compensation - - - 486,000 - - 486,000 RTO - common shares issued (Note 4) 2,852,000 713,000 - - - - 713,000 RTO - warrants issued (Note 4) - - 20,675 - - - 20,675 RTO - stock options issued (Note 4) - - - 68,200 - - 68,200 Net loss for the period - - - - - (2,193,624) (2,193,624) | ||
| Balance, December 31, 2024 49,608,938 3,154,734 1,285,768 554,200 - (4,295,068) 699,634 | ||
| Net loss for the period - - - - - (105,389) (105,389) | ||
| Balance, March 31, 2025 49,608,938 3,154,734 1,285,768 554,200 - (4,400,457) 594,245 | ||
| The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements. 3 |
Interim Unaudited Condensed Consolidated Statement of Cash Flows
For the three months ended March 31, 2025 March 31, 2024
$ OPERATING ACTIVITIES
(105,389) (115,573) Net loss for the period Adjustments for:
Flow-through share premium 5,206 -
(100,183) (115,573)
Cash was provided by (used to finance) changes in the following working capital items:
| Advances and receivables | 557,711 | 162,269 |
| Prepaids | 14,216 | 818 |
| Trade payables and accrued liabilities | (123,151) | 9,420 |
448,776 172,507 Net change in non-cash working capital
348,593 56,934 Cash provided by operating activities
| Increase in cash and cash equivalents | 348,593 | 56,934 |
| Cash and cash equivalents, beginning of the period | 116,389 | 119,532 |
| Cash and cash equivalents, end of the period | 464,982 | 176,466 |
| Cash | 463,962 | 176,466 |
1,020 - Cash equivalents
Cash and cash equivalents 464,982 176,466
The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.
1. NATURE OF OPERATIONS AND GOING CONCERN
Viridian Metals Inc. (“Viridian” or the “Company”), was incorporated on February 28, 2022 under the Canada Business Corporations Act and has its principal office in Almonte, Ontario, Canada. The Company is engaged in the evaluation, acquisition and exploration of mineral properties in Canada. The Company plans to ultimately develop the properties, bring them into production, option or lease the properties to third parties, or sell the properties outright. The Company has not determined whether these properties contain mineral reserves that are economically recoverable, and the Company is considered to be in the exploration stage. The head office is located at 3990 Old Almonte Road, Almonte, Ontario, K0A 1A0.
On November 6, 2024, Viridian Metals Corp. and Viridian Metals Inc. (formerly Coco Pool Corp.) completed a reverse takeover with the result being that the current shareholders of Viridian Metals Corp. would then control the consolidated entity (Refer to Note 4). On November 14, 2024, the Resulting Issuer (defined in Note
4) was listed on the TSX Venture Exchange (the “TSX-V”) and traded under the symbol “VRDN”. Subsequent to December 31, 2024, the Company delisted from the TSX-V and started trading on the Canadian Securities Exchange (“CSE”). There was no change in the Company’s stock symbol.
The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of amounts expended on exploration and evaluation activities is dependent upon a discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete the development and future profitable production or, alternatively, upon disposition of such properties at a profit. The Company may also be subject to increases in taxes and royalties, renegotiation of contracts, expropriation, currency exchange fluctuations and restrictions and political uncertainty.
Although the Company has taken steps to verify title to the properties on which it is conducting exploration and in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company's title. Property title may be subject to government licensing requirements, unregistered prior claims and agreements, aboriginal claims, social license requirements and non-compliance with regulatory requirements.
The Company does not have any proven economically recoverable reserves, and has limited years of operation, and at March 31, 2025, the Company had a deficit of $4,400,457 (December 31, 2024 - $4,259,068) and working capital of $594,245 (December 31, 2024 - $699,634). The Company as at March 31, 2025, had cash balances of $464,982 (December 31, 2024 - $116,389) and accounts payable and current liabilities of $163,049 (December 31, 2024 - $280,994). These conditions indicate the existence of material uncertainties that cast significant doubt on the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent on the Company being able to satisfy its liabilities as they become due, the Company being able to obtain the necessary financing to complete the development of its mineral properties, the attainment of profitable mining operations, and, or the receipt of proceeds from the disposition of its mineral properties. The outcome of these matters cannot be predicted at this time. There is no assurance that funds will be available on terms acceptable to the Company or at all. These financial statements do not include any adjustments to the carrying values and classification of assets and liabilities that would be necessary if the Company were unable to realize its assets or discharge its liabilities in anything other than the ordinary course of operations. Such adjustments could be material.
2. BASIS OF PRESENTATION
Statement of compliance with International Financial Reporting Standards
These condensed interim 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, certain information and disclosure normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the IASB, has been omitted or condensed.
Basis of preparation
These interim unaudited condensed consolidated financial statements (“Financial Statements”) have been prepared on a historical cost basis.
These Financial Statements do not include all note disclosures required by IFRS for annual financial statements. The same accounting policies and methods of computation were followed in the preparation of these Financial Statements as were followed in the preparation and described in Note 3 of the annual consolidated financial statements as at and for the year ended December 31, 2024. Accordingly, these Financial Statements for the three month periods ended March 31, 2025 should be read together with the annual consolidated financial statements as at and for the year ended December 31, 2024.
In the opinion of management, all adjustments considered necessary for fair presentation of the Company's financial position, results of operations and cash flows have been included. Operating results for the three month period ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
These financial statements for the three months ended March 31, 2025, were reviewed, approved, and authorized for issuance by the Board of Directors of the Company on April 22, 2025.
Current accounting changes
Certain new standards, interpretations, amendments and improvements to existing standards were issued by the IASB or IFRIC that are mandatory for accounting periods beginning on January 1, 2025 or later. This includes IAS1 and IAS8. These new standards and changes did not have any material impact on the Company’s financial statements. Updates that are not applicable or are not consequential to the Company have been excluded.
Basis of Consolidation
These Financial Statements include the accounts of the Company and its wholly owned subsidiary. All material intercompany transactions and balances are eliminated on consolidation. The Company has one wholly owned subsidiary Viridian Metals Corp., which holds the exploration property exploration claims.
Subsidiaries
Subsidiaries are entities controlled by the Company. Control exists when the Company possesses power over an investee, has exposure to variable returns from the investee and has the ability to use its power over the investee to affect its returns. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company.
3. MATERIAL ACCOUNTING POLICIES
Use of estimates and judgements
The preparation of financial statements in conformity with IFRS requires that management make judgements, estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes to the financial statements. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results may differ from those estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities, profits and expenses. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The effect of a change in an accounting estimate is recognized prospectively by including it in income in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both.
Information about critical judgments in applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the financial statements are discussed below:
- Income, value added, withholding and other taxes
The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company’s provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.
- Rehabilitation provisions
The Company records management’s best estimate of the present value of the future cash requirements of any rehabilitation obligation as a long-term liability in the period in which the related environmental disturbance occurs based on the net present value of the estimated future costs. This obligation is adjusted at each period end to reflect the passage of time and any changes in the estimated future costs underlying the obligation. In determining this obligation, management must make a number of assumptions about the amount and timing of future cash flows and discount rate to be used. The actual future expenditures may differ from the amounts currently provided if the estimates made are significantly different than actual results or if there are significant changes in environmental and/or regulatory requirements in the future. As at March 31, 2025 and December 31, 2024, the Company has no known rehabilitation requirements and accordingly, no provision has been made.
3. MATERIAL ACCOUNTING POLICIES (Continued)
Use of estimates and judgements (Continued)
- Share-based compensation and share purchase warrants
Management uses valuation techniques in measuring the fair value of share-based compensation as well as share purchase warrants issued by the Company. The fair value is determined using the Black-Scholes option pricing model which requires management to make certain estimates and assumptions in relation to the expected life of the share-based compensation or share purchase warrants, expected volatility, expected risk-free interest rate, and expected forfeiture rate as specific to the valuation of the share-based compensation or share purchase warrants.
The fair value and vesting terms for each share-based grant are specific to each individual grant as determined and approved by the Board of Directors.
- Title to exploration and evaluation property interests
Although the Company has taken steps to verify title to exploration and evaluation properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.
- Government grants
When the Company incurs qualified exploration expenditures on its Labrador projects it may be eligible to receive the Newfoundland and Labrador Junior Exploration Assistance and other government grants. This government assistance is recognized as a cost recovery when there is reasonable assurance of recovery. The amount and timing of the government assistance is subject to management estimates and judgement in regards to the eligibility of the expenditures and the overall amount of the assistance that will be received.
- Flow through premium
Shares issued on a flow-through basis are typically sold at a premium above the market share price which relates to the tax benefits that will flow through to the investors. The Company estimates the portion of the proceeds attributable to the premium as being the excess of the flow-through share price over the market share price of the common shares without the flow-through feature at the time of issuance. The premium is amortized as other income through the statement of loss as the eligible expenditures are incurred. Management makes estimates and judgements as to the amount of the premium and eligibility of the expenditures to meet the criteria as defined in the Income Tax Act (Canada) as qualified Canadian exploration expenses.
4. CORPORATE TRANSACTIONS
On July 31, 2024, The Viridian Metals Corp. entered into a definitive amalgamation agreement (the “Agreement”) with Coco Pool Corp. (“Coco”) and 16217494 Canada Inc. (“Coco Subco”), a wholly-owned subsidiary of Coco incorporated pursuant to the provisions of the Canada Business Corporations Act (the “CBCA”), all in connection with a proposed three-cornered amalgamation (the “Amalgamation”) of Coco, Coco Subco and Viridian under the CBCA.
Pursuant to the Agreement, that (i) each common share of Viridian Metals Corp. will be exchanged for one common share of Coco Pool Corp. (a “Coco Share”) with an estimated fair value of $0.25 per share and (ii) each outstanding warrant and option to acquire a Viridian Metals Corp. common shares will be exchanged for one warrant or option to acquire a Coco Shares at the same price and on the same terms and conditions.
On November 6, 2024, Viridian Metals Corp. and Coco completed the Amalgamation. Following closing of the Amalgamation, Viridian Metals Corp. became a wholly-owned subsidiary of Coco, and Coco will continue the business of Viridian Metals (the “Resulting Issuer”). On completion of the Amalgamation Coco changed its name to Viridian Metals Inc. For accounting purposes, the Amalgamation has been presented as the acquisition of Coco by Viridian Metals Corp. resulting in a reverse takeover (the “RTO”) and the accounting issuance of 2,852,000 common shares, 138,000 Finder warrants, and 285,200 stock options to Coco. As Viridian Metals Corp. was deemed to be the accounting acquirer and the continuing business, Viridian Metals Corp. results of its operations are shown as the comparative period in these Financial Statements. Coco’s results of operations are included from the date of acquisition (November 6, 2024) onwards. The transaction constitutes an asset acquisition as Coco did not meet the definition of a business.
The assets acquired and liabilities assumed were recorded at their fair values which are based on management's estimates. As a result of this asset acquisition, the Company recorded a loss on acquisition of $879,598. This reflects the excess of the estimated fair value of common shares, finder warrants, stock options, and transaction costs less the acquired assets and liabilities of Coco.
Consideration paid $
| 2,852,000 common shares with estimated fair value of $0.25 | (a) | 713,000 |
| 138,000 warrants | (b) | 20,675 |
| 285,200 stock options | (c) | 68,200 |
| Transaction costs | (d) | 103,652 |
Total deemed acquisition cost 905,527
Allocation of assets and liabilities
Cash 126,793 Receivables 394 Accounts payable and accrued liabilities (101,258)
Total 25,929
Listing expense 879,598
(a) The fair value of the shares issued was based on the price of each common share of Viridan pursuant to a non-brokered private placement closed on November 4, 2024. Each common share was valued at $0.25 representing the fair value of one common share of Viridian Metals Corp. in the November 4, 2024, nonbrokered private placement. The number of shares allocated to Coco was 2,852,000 for a fair value of $713,000.