.2

Blue Moon Metals Inc.
Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
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| Independent Auditor's Report |
To the Shareholders of Blue Moon Metals Inc.:
Opinion
We have audited the consolidated financial statements of Blue Moon Metals Inc. and its subsidiaries (the "Company"), which comprise the consolidated statement of financial position as at December 31, 2025, and the consolidated statements of loss and comprehensive loss, changes in equity and cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2025, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Acquisition of Norwegian Assets
Key Audit
Matter Description
As described in Note 3 of the consolidated financial statements, the Company entered into three separate arrangements to acquire all of the issued and outstanding common shares of Nye Sulitjelma Gruver SA and Repparfjord Eiendom AS, and 93.55% of the issued and outstanding shares of Nussir ASA, during the year ended December 31, 2025. We considered the accounting for these acquisitions to be a key audit matter due to the significant judgment applied by management in concluding that these transactions do not represent a business under IFRS 3 Business Combinations, that the Company was the acquiror in each of the acquisitions and the use of significant estimates by management in estimating the fair value of the consideration paid and net assets acquired as part of the transactions. This resulted in an increased extent of audit effort.
| MNP LLP | |
| 1 Adelaide Street East, Suite 1900, Toronto ON, M5C 2V9 | 1.877.251.2922 T: 416.596.1711 F: 416.596.7894 |
Audit Response
We responded to this matter by performing audit procedures relating to accounting for the acquisition of Norwegian assets. Our audit work in relation to this included, but was not restricted to, the following:
| • | We obtained and examined the underlying agreements related to the acquisitions; |
| • | We evaluated management’s assessment on whether the acquisition represents an asset acquisition or a business under IFRS 3 Business Combinations; |
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We evaluated management’s assessment on whether the Company was the accounting acquiror of the assets under IFRS 10; |
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We evaluated the fair value of the net assets of the Norwegian assets as at the date of closing, in order to determine the accuracy of the allocation of the consideration paid to the net assets; |
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We assessed the adequacy of the presentation and disclosures relating to the acquisition in the notes to the consolidated financial statements. |
Other Matter
The consolidated financial statements for the year ended December 31, 2024 were audited by another auditor who expressed an unmodified opinion on those financial statements on April 11, 2025.
Other Information
Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
| 1 Adelaide Street East, Suite 1900, Toronto, Ontario, M5C 2V9 | ![]() |
| 1.877.251.2922 T: 416.596.1711 F: 416.596.7894 MNP.ca |
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
| • | Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. |
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. |
| • | Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. |
| • | Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern. |
| • | Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. |
| • |
Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Company as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for the purposes of the group audit. We remain solely responsible for our audit opinion. |
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor's report is Jonathan Mac Neil.
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Chartered Professional Accountants |
| April 23, 2026 |
Licensed Public Accountants |
| 1 Adelaide Street East, Suite 1900, Toronto, Ontario, M5C 2V9 | ![]() |
| 1.877.251.2922 T: 416.596.1711 F: 416.596.7894 MNP.ca |
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Blue Moon Metals Inc. |
| (Expressed in Canadian dollars) |
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December 31, 2025 |
December 31, 2024 |
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Note |
$ |
$ |
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| ASSETS | |||||||||
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Cash and cash equivalents |
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Restricted cash |
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Other receivables and prepaid expenses |
8 |
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Deferred financing costs |
11 |
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Deferred share issuance costs |
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| Marketable securities | 6 | ||||||||
| CURRENT ASSETS | |||||||||
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Deferred acquisition costs |
21(b) |
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Restricted cash |
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Mineral property interests |
4 |
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Property, plant and equipment |
4 |
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NON-CURRENT ASSETS |
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ASSETS |
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LIABILITIES |
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Accounts payable and accrued liabilities |
9 |
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Deferred income |
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Subscription receipts |
12 |
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Debt and lease liabilities |
11 |
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Other liabilities-current |
10 |
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CURRENT LIABILITIES |
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Debt and lease liabilities |
11 |
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Other liabilities non-current |
10 |
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NON-CURRENT LIABILITIES |
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LIABILITIES |
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SHAREHOLDERS’ EQUITY |
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Share capital |
12 |
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Contributed surplus |
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Accumulated other comprehensive income |
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Deficit |
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Non-controlling interest |
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SHAREHOLDERS’ EQUITY |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Nature of operations and going concern |
1 |
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Commitments |
20 |
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Subsequent events |
21 |
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Approved by the Board of Directors on April 23, 2026
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/s/ Christian Kargl-Simard |
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/s/ Karin Thorburn |
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Christian Kargl-Simard, Director |
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Karin Thorburn, Director |
The accompanying notes are an integral part of these consolidated financial statements
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Blue Moon Metals Inc. |
| (Expressed in Canadian dollars) |
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For the years ended December 31, |
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2025 |
2024 |
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Note |
$ |
$ |
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Employee benefits |
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Share-based payments |
13 |
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Professional and consulting fees |
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General exploration expenses |
7 |
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Filing and regulatory fees |
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General administrative costs |
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Shareholder communication and travel |
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Depreciation |
4 |
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Foreign exchange (gain) / loss |
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Interest expense |
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| Accretion expense | 11 | |
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Interest income |
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Other income |
5 |
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Fair value gain |
6 |
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Gain on sale of mineral interest |
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NET LOSS |
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NET LOSS ATTRIBUTABLE TO: |
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Blue Moon Metals Inc. shareholders |
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Non-controlling interest |
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NET LOSS |
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OTHER COMPREHENSIVE INCOME |
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Foreign currency translation differences |
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TOTAL COMPREHENSIVE LOSS |
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Basic and diluted loss per common share attributable to Blue Moon Metals Inc. shareholders |
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Weighted average number of common shares outstanding – basic and diluted |
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The accompanying notes are an integral part of these consolidated financial statements
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Blue Moon Metals Inc. Consolidated Statements of Cash Flows |
| (Expressed in Canadian dollars) |
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For the years ended December 31, |
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2025 |
2024 |
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Note |
$ |
$ |
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| OPERATING ACTIVITIES | ||||||||||
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Net loss |
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Items not affecting cash |
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Share-based payments |
13 |
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Depreciation |
4 |
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Interest and accretion expenses |
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Recognition of deferred income |
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Other income |
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Foreign exchange loss |
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Unrealized gain on marketable securities |
6 |
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Gain on sale of mineral interest |
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Change in non-cash working capital items |
16 |
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CASH USED IN OPERATING ACTIVITIES |
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INVESTING ACTIVITIES |
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Investment in property, plant and equipment |
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| Mineral property acquisition costs | ( |
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Acquisition of REAS, net of cash acquired |
3 |
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Cash acquired in Nussir |
3 |
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Cash acquired in NSG |
3 |
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CASH USED IN INVESTING ACTIVITIES |
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FINANCING ACTIVITIES |
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Net proceeds from debt |
11 |
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Net proceeds from issuance of shares |
12 |
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Deferred share issuance cost |
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Proceeds from exercise of share-based awards |
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Repayment of loan |
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Interest paid on loan |
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| Taxes paid on net settlement of share-based compensation | ( |
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CASH PROVIDED BY FINANCING ACTIVITIES |
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Effect of foreign exchange on cash balances |
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CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH |
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Cash, cash equivalents and restricted cash – beginning |
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CASH, CASH EQUIVALENTS AND RESTRICTED CASH - ENDING |
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Supplemental disclosure with respect to cash flow information (Note 16)
The accompanying notes are an integral part of these consolidated financial statements
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Blue Moon Metals Inc. |
| (Expressed in Canadian dollars) |
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Note |
Number of Shares |
Share Capital |
Contributed Surplus |
Accumulated Other Comprehensive Income |
Deficit |
Non-controlling interest |
Shareholders’ Equity |
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$ |
$ |
$ |
$ |
$ |
$ |
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DECEMBER 31, 2023 |
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Private Placement |
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Share Issuance costs |
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Exercise of share-based awards |
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Share-based compensation |
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Loss and comprehensive loss |
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DECEMBER 31, 2024 |
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Conversion of subscription receipt |
12 |
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Private placements |
12 |
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| Bought deal public offering |
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Share issuance costs |
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Bonus share issuance to lender |
12 |
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Nussir acquisition |
3a |
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NSG acquisition |
3b |
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REAS acquisition |
3c |
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Exercise of share-based awards |
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Share-based compensation |
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Net loss |
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Other comprehensive income |
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DECEMBER 31, 2025 |
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The accompanying notes are an integral part of these consolidated financial statements
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Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
1. Nature of operations and LIQUIDITY
a) Nature of Operations
Blue Moon Metals Inc. (“Blue Moon” or the “Company”) is an exploration stage company which is focused on the exploration and development of mineral resource properties.
The Company was incorporated on January 15, 2007 under British Columbia’s Business Corporations Act. Its registered office is at 2500-666 Burrard, Vancouver BC V6C 2X8 and its head office is at 550-220 Bay Street, Toronto, Ontario, M5J 2W4.
The Company owns the zinc-silver-gold-copper Blue Moon project in California through its wholly owned subsidiary Keystone Mines Inc. (“Keystone Mines”), the Nussir copper-gold-silver property (“Nussir Project”) in Norway through its
On March 14, 2025, the Company completed a share consolidation.
These consolidated financial statements were approved for issue by the Company’s Board of Directors on April 23, 2026.
b) Liquidity
The nature of the Company’s operations requires significant expenditures for the acquisition, exploration, and evaluation of mineral properties. To date, the Company has not received any revenue from mining operations and is considered to be in the advanced exploration stage. The Company’s operations have been primarily funded from equity financings. The Company will continue to require additional funding to maintain its ongoing exploration and evaluation programs, property maintenance payments, operations and project development and construction as it starts entering into the development stage.
These consolidated financial statements have been prepared using IFRS as issued by the International Accounting Standards (“IFRS® Accounting Standards”) applicable to a going concern, which assumes the realization of assets and settlement of liabilities in the normal course of business as they come due.
During 2024 and 2025, the Company has been successful in securing financing and raised over $
Based on the above, management expects that the Company has sufficient liquidity to meet its obligations and continue its planned activities for at least the next 12-months from December 31, 2025.
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Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
a) Basis of Presentation
These consolidated financial statements of the Company and all its subsidiaries have been prepared in accordance with IFRS® Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
The Company’s consolidated financial statements have been prepared on a historical cost basis, except for certain items at fair value. Additionally, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
The Company’s presentation currency is Canadian (“C$”) dollars. Reference herein of $ or C$ is to Canadian Dollars. US$ is to United States Dollars and NOK is to Norwegian Krone.
The functional currency of the parent company and the Keystone Mines is Canadian dollars. The functional currency of the Company’s Norwegian subsidiaries, acquired during the first quarter of 2025, is Norwegian Krone. These entities are translated into Canadian dollars for consolidation in accordance with IAS 21.
Statement of financial position items are classified as current if receipt or payment is due within twelve months. Otherwise, they are presented as non-current.
b) Material Accounting Policies
Basis of consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are entities controlled by the Company. Control exists when the Company is exposed to, or has rights to, variable returns from its involvement with an investee and has the ability to affect those returns through its power over the investee.
Subsidiaries are fully consolidated from the date on which control is obtained by the Company and are deconsolidated from the date that control ceases.
Inter-company balances and transactions, including income, expenses and unrealized gains and losses arising from intra-group transactions, are eliminated in full on consolidation.
Non-controlling interests represent the portion of profit or loss and net assets of subsidiaries not attributable to the Company and are presented separately in the consolidated financial statements.
Financial instruments
Classification
The Company determines the classification of its financial instruments at initial recognition. Upon initial recognition, a financial asset is classified as measured at: amortized cost, fair value through profit or loss (“FVTPL”), or fair value through other comprehensive income (“FVOCI”). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial liability is classified as and measured at amortized cost or FVTPL.
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Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL:
| • | it is held within a business model whose objective is to hold assets to collect contractual cash flows; and |
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| • |
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as FVTPL:
| • |
it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and |
|
| • |
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
An equity investment that is held for trading is measured at FVTPL. For other equity investments that are not held for trading, the Company may irrevocably elect to designate them as FVOCI. This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or the Company has elected to measure them at FVTPL.
Measurement
Initial measurement
On initial recognition, all financial assets and financial liabilities are measured at fair value adjusted for directly attributable transaction costs except for financial assets and liabilities classified as FVTPL, in which case the transaction costs are expensed as incurred.
Subsequent measurement
The following accounting policies apply to the subsequent measurement of financial instruments:
Financial assets and liabilities at FVTPL
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
Financial assets and liabilities at amortized cost
These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
Equity investments at FVOCI
These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss.
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
Debt investments at FVOCI
These assets are subsequently measured at fair value. Interest income is calculated using the effective interest rate method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
Impairment of financial instruments
The Company assesses all information available, including on a forward-looking basis, the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as the reporting date, with the risk of default as at the date of initial recognition, based on all information available, and reasonable and supportive forward-looking information.
Mineral property interests and exploration expenditures
All direct costs related to the acquisition of exploration and evaluation assets are capitalized upon acquiring the legal right to explore a property. Exploration and evaluation expenditures incurred prior to the determination of the feasibility of mining operations and a decision to proceed with development, are charged to profit or loss as incurred.
In accordance with IAS 36 – Impairment of Assets, upon transition to the development stage the Company is required to assess the recoverable amount of development assets against their carrying amount.
Exploration and evaluation costs are expensed as incurred while the Company is in the process of exploring its mineral properties and has not yet determined whether these properties contain ore reserves that are economically recoverable. If and when the Company’s management determines that economically extractable proven or probable mineral reserves have been established, the subsequent costs incurred to develop such property, including costs to further delineate the ore body will be capitalized.
Although the Company has taken steps to verify title to the properties in which it has an interest, in accordance with industry standards for properties in the exploration stage, these procedures do not guarantee the Company’s title. Property titles may be subject to unregistered prior agreements and noncompliance with regulatory requirements.
Property, plant and equipment
Property, plant and equipment are recognized as an asset when it is probable that an associated future economic benefit will flow to the Company and the cost can be measured reliably. Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes costs incurred initially to acquire or construct a capital asset and costs incurred subsequently to add to, replace part of or service it. If a replacement cost is recognized in the carrying amount of a capital asset, the carrying amount of the replaced part is derecognized. Property, plant and equipment are depreciated on a straight-line basis over their expected useful lives to their estimated residual value.
Impairment of assets
At the end of each reporting period, the Company reviews the carrying amounts of its mineral property interests and property, plant and equipment to determine whether there is an indication that those assets have suffered impairment. If any such indication exists, the recoverable amount of the asset or cash-generating unit (“CGU”) is estimated in order to determine the extent of the impairment charge (if any).
The recoverable amount used for this purpose is the higher of the fair value less costs to sell, and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For an asset that does not generate largely independent cash flows, the amount is determined for the CGU to which the asset belongs.
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
If the recoverable amount of an asset or CGU is estimated to be less than its recorded amount, the recorded amount of the asset or CGU is reduced to its recoverable amount. An impairment charge is recognized immediately in the consolidated statement of loss and comprehensive loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, to a maximum amount equal to the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years.
Leases
The Company assesses whether a contract contains a lease at inception. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The Company recognizes a right-of-use (“ROU”) asset and a lease liability at the commencement date of a lease. The lease liability is measured at the present value of future lease payments, discounted using the interest rate implicitly in the lease, or if not readily determinable, the Company’s incremental borrowing rate.
The ROU asset is initially measured at cost, including the amount of the lease liability, initial direct costs and estimated restoration obligations and is subsequently depreciated over the shorter of the lease term and the useful life of the underlying asset.
Lease payments are apportioned between the lease liability and finance costs using the effective interest method. Finance costs are recognized in the consolidated statement of loss.
The Company has elected to apply the recognition exemption for short-term leases and leases of low-value assets recognizing the associated payments as an expense on a straight-line basis over the lease term.
Deferred financing costs
Deferred financing costs represent transaction costs incurred in connection with obtaining financing, including the fair value of bonus shares issued to lenders. When the costs relate to undrawn financing facilities, they are initially recognized as an asset.
Upon drawdown of the related financing, deferred financing costs are reclassified as a deduction from the carrying amount of the associated financial liability and amortized over the term of the facility using the effective interest method.
Deferred financing costs are classified as current or non-current based on the expected timing of the related financing drawdown. When financing is not drawn, or is no longer expected to be drawn, the deferred financing costs are expensed in the consolidated statement of loss.
Deferred acquisition costs
Deferred acquisition costs represent costs directly attributable to the acquisition of mineral properties and other assets. Such costs are capitalized when it is probable that the acquisition will be completed and are included in the cost of the acquired asset on closing. When the acquisition is not completed, or is no longer considered probable, the related costs are expensed in the consolidated statement of loss.
For business combinations, transaction costs are expensed as incurred in accordance with IFRS 3 Business Combinations.
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, deposits in banks and highly liquid investments with an original maturity of three months or less.
Restricted cash are deposits that are reserved for a specific purpose and is not available for immediate business use. As at December 31, 2025, the Company had restricted cash of $
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
Share Capital
Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and stock options are recognized as a deduction from equity. Common shares issued for consideration other than cash, are valued based on their market value at the date the shares are issued.
The Company has adopted a residual value method with respect to the measurement of warrants attached to private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component. The Company considers the fair value of common shares issued in the private placements to be the more easily measurable component and the common shares are valued at their fair value, as determined by the closing market price on the announcement date. The balance, if any, is allocated to the attached warrants. Any fair value attributed to the warrants is recorded as contributed surplus.
Loss per share
The basic loss per share is computed by dividing the loss by the weighted average number of common shares outstanding during the year. The diluted loss per share reflects the potential dilution of common share equivalents, such as the outstanding stock options, in the weighted average number of common shares outstanding during the year, if dilutive. The Company’s outstanding stock options could potentially dilute basic loss per share in the future but were not included in the calculation of diluted loss per share because they are antidilutive for the years ended December 31, 2025 and 2024.
Share-based payments
The Company’s share compensation plan (the “Share Compensation Plan”) includes stock options (“Options”), restricted share units (“RSUs”) and deferred share units (“DSUs”). An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.
Pursuant to the Share Compensation Plan, the Company grants Options to employees, directors and consultants in order to acquire shares of the Company for a given exercise price. The fair value of Options granted, estimated at the time of grant using the Black-Scholes option pricing model based on the terms of the Options, is recognized as a share-based payments expense with a corresponding increase in contributed surplus. Consideration paid on the exercise of stock options is credited to share capital and the fair value of the options is reclassified from contributed surplus to share capital. Under the Share Compensation Plan, RSUs can be granted. Each RSU represents a unit with the underlying value equal to the value of one common share of the Company, and vests over a specified period of service in accordance with the plan and can be equity or cash settled at the discretion of the Company. As the Company intends to settle for cash as long as its treasury permits, they are valued at the share price prevailing at the time of grant and amortized as an expense over the vesting period and recorded as a liability with remeasurement to fair value at each subsequent reporting date up to and including the settlement date, with changes in fair value being recognized as expenses in the consolidated statements of loss and comprehensive loss. Under the Share Compensation Plan, DSUs can be granted to Directors of the Company. Each DSU represents a unit equivalent in value to one common share of the Company and vests in accordance with the terms of the plan. The Company intends to settle all DSUs through the issuance of equity. As such, they are measured at fair value at the grant date and expensed over the vesting period in, with no subsequent measurement.
The fair value of the Options granted is measured using the Black-Scholes Option Pricing Model which takes into account the terms and conditions upon which the options were granted. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the number of stock options that are expected to vest.
In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of goods or services received.
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
Provisions
Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the consolidated statement of financial position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount receivable can be measured reliably.
Subscription receipts
Subscription receipts represent an obligation to issue shares upon the satisfaction of certain conditions. Upon receipt of proceeds from the issuance of subscription receipts, the corresponding liability is recognized on the statement of financial position until such conditions are fulfilled. The liability for subscription receipts is initially recognized at fair value. Subsequently, as the conditions for the conversion of subscription receipts into shares are met and the corresponding number of shares issued, the liability is reclassified to equity.
Environmental expenditures
The operations of the Company may in the future be, affected by changes in environmental regulations, including those relating to future reclamation and site restoration. The likelihood of new regulations and their overall effect upon the Company are unknown and unpredictable. The Company plans to meet and, if possible, surpass standards set by legislation, by applying technically proven and economically feasible measures.
Environmental expenditures relating to ongoing environmental and reclamation programs are charged to operations, or are capitalized and amortized, depending on their future economic benefits, over the estimated remaining life of the related business operation, net of expected recoveries. Liabilities related to environmental protection and reclamation costs are recognized when the obligation is incurred and the fair value of the related costs can be reasonably estimated. This includes future removal and site restoration costs required by environmental law or contracts
As at December 31, 2025, the Company has recognized a provision related to reclamation obligations associated with aggregate extraction activities undertaken by a third party at the Nussir industrial site. The provision reflects the Company’s obligation in connection with these activities and is measured based on additional extraction activities during the year. As at December 31, 2024, the Company had
Related parties
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Income taxes
Income tax expense for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate adjusted by temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements.
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax effect is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.
Deferred tax assets are recognized for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.
Deferred tax liabilities are not recognized if they arise from initial recognition of goodwill. Deferred tax assets and liabilities are recognized whether the carrying amount of an asset or liability differs from its tax base, except for taxable temporary differences arising on the initial recognition of goodwill, temporary differences arising from investments in subsidiaries that are not expected to reverse in the foreseeable future and the initial recognition of assets or liabilities that affect neither accounting nor taxable loss which at the time of the transaction, does not give rise to equal taxable and deductible temporary differences.
Deferred tax balances attributable to amounts recognized directly in equity are also recognized directly in equity.
Foreign Currency Translation
Transactions in currencies other than the functional currency are recorded at the rate of exchange prevailing on the date of the transaction. Monetary assets and liabilities that are denominated in foreign currencies are translated at the rate prevailing at each reporting date.
Non-monetary items that are measured at historical cost in a foreign currency are translated at the exchange rate on the date of the initial transaction. Non-monetary items that are measured at fair values are reported at the exchange rate on the date when fair values are determined. Foreign currency translation differences are recognized in profit or loss, except for differences on the translation of foreign entities to reporting currency on consolidation, which are recognized in other comprehensive loss.
On consolidation, the assets and liabilities of entities are translated into the reporting currency at the rate of exchange at the reporting date and the consolidated statement of loss and comprehensive loss are translated at the average exchange rates for the period. The exchange differences arising on translation for consolidation purposes are recognized in other comprehensive loss.
Acquisition of Norwegian properties
Management determined that the Company’s acquisition of Nussir, NSG and Repparfjord Eiendom AS (“REAS”), did not meet the definition of a business combination under IFRS 3 and each transaction was accounted for as an asset acquisition. In each case, the fair value of the consideration transferred was determined to be the most reliable basis to value the transaction.
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
This conclusion was based on an assessment under both IFRS 3 and IFRS 10. Management applied the optional concentration test under IFRS 3, which was met in all cases. For the Nussir and NSG acquisitions, substantially all of the fair value of the gross assets acquired were concentrated in the mineral properties. In the case of REAS, which has a ground lease agreement with the Finnmark Estate, a legal entity established by law in Norway to manage most of the area in the Finnmark county where the Nussir project is located, for the use of the Øyen industrial land, the concentration was primarily in the property, plant and equipment. The land covered by the ground lease agreement is the proposed process plant site for the Nussir project. The REAS agreement is renewable and it is the intention of the Company to renew it for the life of mine of the Nussir project. The allocation of consideration was performed on a proportionate basis using relative fair values of the individually identifiable acquired assets. Additionally, control indicators under IFRS 10 were evaluated, including the ability to direct relevant activities and the sequencing of transactions. The Company retained control over the strategy, financing and operations of the combined assets throughout. Accordingly, the acquisitions have been accounted for as an asset acquisition in accordance with IFRS 2 – Share-based Payment.
c) Significant Judgements and Estimates in Applying the Company’s Accounting Policies
Significant Judgments
The preparation of these unaudited condensed interim consolidated financial statements requires the Company to make significant judgments in applying the Company’s accounting policies and the basis of consolidation. These include but are not limited to the following:
Going concern
Judgement is required in determining if disclosure of a material uncertainty related to events or conditions which might cast significant doubt on the Company’s ability to continue as a going concern is required in the notes to the consolidated financial statements. In management’s judgement, such disclosure is not required. This judgement is dependent on management’s expectations of future net cash flows, existing borrowing capacity and financial obligations in the next 12 months.
Although during the year ended December 31, 2025, the Company had a loss from operations and negative cash flows from operation activities, the Company was able to secure debt and equity financing to fulfill its operational needs. Based on management’s expectations of future net cash flows, management has applied judgement that there is not material uncertainties related to events or conditions that may cast substantial doubt on the Company’s ability to continue as a going concern.
Reverse Acquisition Assessment
The Company completed multiple acquisitions during the year and assessed whether any constituted a reverse acquisition under IFRS 3, considering control indicators under both IFRS 3 and IFRS 10. This involved an evaluation of control, including an assessment of the relative voting rights in the combined entity, board and management composition and relative decision-making power over relevant activities. Management concluded that none of the transactions met the criteria for a reverse acquisition and the Company remained the accounting acquirer in all cases.
Measurement of Fair Values at Acquisition Date
In accounting for the acquisitions of Nussir, NSG and REAS, significant judgement was exercised in determining the relative fair values of the identifiable assets acquired and liabilities assumed. The Company applied the relative fair value method to allocate the purchase consideration to property, plant and equipment and mineral properties. The excess of the consideration paid for the identifiable assets and liabilities acquired for the Nussir and NSG projects was attributed to the mineral properties, and in the case of REAS, the fair value of the purchase price was proportionately allocated to the values of the individual identifiable asset as property, plant and equipment. The determination of the relative fair values requires significant judgments on the current asset values, future production profile, metal prices, discount rates, and exchange rates. Changes in assumptions or estimates could affect the relative fair value of the assets acquired and liabilities assumed in the purchase price allocation.
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
Recoverability of Asset Carrying Values
The Company assesses its property, plant and equipment for impairments if there are events or changes in circumstances that indicate that carrying values may not be recoverable at each statement of financial position date. Such indicators include changes in the Company’s business plans, changes in the market and evidence of physical damage.
Determination as to whether and how much an asset is impaired involves management’s judgement on highly uncertain matters such as estimates of project future production, estimated quantities of mineral reserves and resources, expected future production costs, and discount rates.
Valuation of Exploration and Evaluation Assets
The carrying amount of the Company’s exploration and evaluation assets properties does not necessarily represent present or future values, and the Company’s exploration and evaluation assets have been accounted for under the assumption that the carrying amount will be recoverable. Recoverability is dependent on various factors, including the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development and upon future profitable production or proceeds from the disposition of the mineral properties themselves. Additionally, there are numerous geological, economic, environmental and regulatory factors and uncertainties that could impact management’s assessment as to the overall viability of its properties or to the ability to generate future cash flows necessary to cover or exceed the carrying value of the Company’s exploration and evaluation assets.
Estimations and Assumptions
Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
i) Share-based Payments
The estimation of share-based payments includes estimating the inputs used in calculating the fair value for share-based payments expense included in profit or loss and share-based share issuance costs included in equity. Share-based payments expense and share-based share issuance costs are estimated using the Black-Scholes options-pricing model as measured on the grant date to estimate the fair value of stock options. This model involves the input of highly subjective assumptions, including the expected price volatility of the Company’s common shares, the expected life of the options, and the estimated forfeiture rate.
ii) Income Taxes
The estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income, which in turn is dependent upon the successful discovery, extraction, development and commercialization of mineral reserves. To the extent that management’s assessment of the Company’s ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets, and future income tax provisions or recoveries could be affected.
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
iii) Incremental Borrowing Rate – Lease Liability Measurement
When the Company enters into leases as lessee and where the interest rate implicit in a lease cannot be readily determined, the Company determines its incremental borrowing rate in order to measure its lease liability. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow over a similar term, and with similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. In determining its incremental borrowing rate, the Company considers the term of the lease, the nature of the leased asset, and its level of indebtedness with reference to market risk-free interest rates.
New standards and interpretations not yet adopted
IFRS 18 – Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, which replaces IAS 1. IFRS 18 introduces a revised structure for the income statement, requiring presentation of income and expenses within operating, investing and financing categories and mandating specified subtotals. It also sets disclosure requirements for management-defined performance measures and provides enhanced guidance on aggregation and disaggregation in the financial statements and notes.
IFRS 18 does not change the recognition or measurement of items, nor the classification of items within other comprehensive income. It is effective for annual reporting periods beginning on or after January 1, 2027, with retrospective application required and early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments
In May 2024, the IASB issued amendments to IFRS 9 and IFRS 7 to clarify classification, measurement and disclosure requirements for financial instruments. The updates address the derecognition of financial liabilities settled electronically and provide guidance on assessing contractual cash flows for features such as ESG-linked terms under the solely payments of principal and interest criterion. New disclosure requirements were also introduced for contingent features and equity instruments designated at fair value through other comprehensive income.
In December 2024, further amendments were issued relating to contracts referencing nature-dependent electricity. These clarify the ‘own-use’ exception, cash flow hedge accounting and introduce new disclosure requirements.
The amendments are effective for annual periods beginning on or after January 1, 2026, with early application permitted. The Company is evaluating the impact of these amendments on its consolidated financial statements.
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
a) Nussir
On February 26, 2025, the Company closed the acquisition of Nussir, which owns the Nussir Project, for a purchase price of $
Management determined that substantially all of the fair value of the gross assets acquired is concentrated in the Nussir brownfield property and therefore accounted for the transaction as an asset acquisition.
The purchase price is as follows:
|
Fair value of |
$ |
|
||
|
Transaction costs |
|
|
||
|
Total purchase price |
$ |
|
Assets acquired and liabilities assumed:
|
Cash |
$ |
|
||
|
Other receivables and prepaid expenses |
|
|
||
|
Mineral properties |
|
|
||
|
Total assets |
|
|
||
|
Accounts payable and accrued liabilities |
|
( |
) | |
|
Other liabilities – current |
|
( |
) | |
|
Total liabilities |
|
( |
) | |
|
Total assets acquired and liabilities assumed, net |
$ |
|
||
|
Less: Non-controlling interests |
|
|
||
|
Blue Moon’s |
$ |
|
| i. |
The fair value of the common shares issued was determined using the Company’s share price of C$ |
The Company used the proportionate method in measuring non-controlling interests at the acquisition date. No goodwill was recognized as the transaction was accounted for as an asset acquisition.
During the year, the Company provided funding for Nussir as loans and converted those loans into Nussir shares, increasing its ownership to
b) NSG
On February 26, 2025, the Company closed the acquisition of NSG, which owns the Sulitjelma Project, for a purchase price of $
Management determined that substantially all of the fair value of the gross assets acquired is concentrated in the Sulitjelma brownfield property and therefore accounted for the transaction as an asset acquisition.
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
The purchase price is as follows:
|
Fair value of |
$ |
|
||
|
Transaction costs |
|
|||
|
Total purchase price |
$ |
|
Assets acquired and liabilities assumed:
|
Cash |
$ |
|
||
|
Other receivables and prepaid expenses |
|
|||
|
Mineral properties |
|
|||
|
Total assets |
|
|||
|
Accounts payable and accrued liabilities |
( |
) | ||
|
Other liabilities – current |
( |
) | ||
|
Total liabilities |
( |
) | ||
|
Total assets acquired and liabilities assumed, net |
$ |
|
| i. |
The fair value of the common shares issued was determined using the Company’s share price of C$ |
As part of the NSG acquisition, the Company may be required to make future milestone payments contingent upon the achievement of certain development and permitting events. These payments were not recognized as liabilities at the acquisition date as the underlying conditions had not been met and the probability and timing of the payments could not be reliably measured. The Company will reassess the contingent amounts in future periods as project milestones are progressed.
c) REAS
On March 6, 2025, the Company closed the acquisition of REAS from Wergeland Eiendom AS (“WG”) for a purchase price of $
Management determined that substantially all of the fair value of the gross assets acquired is concentrated in the Øyen industrial land and its infrastructure and therefore accounted for the transaction as an asset acquisition.
The purchase price is as follows:
|
Cash consideration |
$ |
|
||
|
Fair value of |
|
|||
|
Transaction costs |
|
|||
|
Total purchase price |
$ |
|
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
Assets acquired and liabilities assumed:
|
Cash |
$ |
|
||
|
Other receivables and prepaid expenses |
|
|||
|
Property, plant and equipment |
|
|||
|
Total assets |
|
|||
|
Accounts payable and accrued liabilities |
( |
) | ||
|
Deferred income |
( |
) | ||
|
Other liabilities – current |
( |
) | ||
|
Total liabilities |
( |
) | ||
|
Total assets acquired and liabilities assumed, net |
$ |
|
| i. |
The fair value of the common shares issued was determined using the Company’s share price of C$ |
4. MINERALProperties, Plant and equipment
Mineral properties, plant and equipment are comprised of the following:
|
|
Mineral Properties |
Property, Plant and Equipment |
Total |
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| $ |
$ | $ | |||||||||
|
Cost |
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As at January 1, 2024 |
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Additions |
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As at December 31, 2024 |
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Nussir acquisition (Note 3a) |
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NSG acquisition (Note 3b) |
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REAS acquisition (Note 3c) |
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Additions |
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Effects of foreign exchange |
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As at December 31, 2025 |
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Accumulated depreciation, depletion and amortization |
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||||||||
|
As at January 1, 2024 |
|
|
|
||||||||
|
Depreciation |
|
|
|
||||||||
|
As at December 31, 2024 |
|
|
|
||||||||
|
Depreciation |
|
|
|
||||||||
|
Effects of foreign exchange |
|
|
|
||||||||
|
As at December 31, 2025 |
|
|
|
||||||||
|
|
|
|
|
||||||||
|
Net book value |
|
|
|
||||||||
|
As at December 31, 2024 |
|
|
|
||||||||
|
As at December 31, 2025 |
|
|
|
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
During the first quarter of 2025, the Company completed the acquisitions of Nussir, NSG and REAS (Note 3). As a result, the following amounts were recognized:
Nussir
Acquired $
The Nussir project is also subject to a net smelter return (“NSR”) royalty of
NSG
Acquired $
The NSG project is also subject to a
REAS
Acquired $
The following table summarizes the Company’s leases, which currently consist solely of the lease for the Øyen industrial in Norway, as well as office and ground surface leases associated with the Blue Moon project. The table also reflects the movement of the related ROU asset within property, plant and equipment.
|
|
Net book value |
|||
|
|
$ |
|||
| As at December 31, 2024 | ||||
|
REAS Acquisition |
|
|||
|
Additions |
|
|||
|
Depreciation |
( |
) | ||
| Effects of foreign exchange | ||||
|
As at December 31, 2025 |
|
During the year ended December 31, 2025 the Company recognized other income of $
6. MARKETABLE SECURITIES
As at December 31, 2025, the Company held
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
|
For the years ended December 31, |
2025 |
2024 |
|||||
|
|
$ |
$ |
|||||
|
|
|
|
|||||
|
Claims costs |
|
|
|||||
|
Camp operations |
|
|
|||||
|
Development and site preparation |
|
|
|||||
|
Engineering studies |
|
|
|||||
|
Prospecting and geology |
|
|
|||||
|
Permitting |
|
|
|||||
|
|
|
|
|||||
|
TOTAL |
|
|
|
For the years ended December 31, |
2025 |
2024 |
|||||
|
|
$ |
$ |
|||||
|
Supplier advance |
|
|
|||||
|
Receivable from Wergeland Eiendom AS – Hammerfest Port (Note 5) |
|
|
|||||
|
Value added tax receivable |
|
|
|||||
|
Prepaid expenses |
|
|
|||||
|
Other receivables |
|
|
|||||
|
|
|
|
|||||
|
TOTAL |
|
|
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
10. OTHER LIABILITIES
|
For the years ended December 31, |
2025 |
2024 |
|||||
|
|
$ |
$ |
|||||
|
Other liabilities |
|
|
|||||
|
Provision – Port of Hammerfest claim (Note 5) |
|
|
|||||
|
Other (i) |
|
|
|||||
|
Other liabilities |
|
|
|||||
|
Less: current portion |
|
|
|||||
|
Long-term portion |
|
|
| i. |
Other liabilities primarily relate to an accrual related to the Nussir project, required under the agreement with Finnmarkseiendommen (“FeFo“) and accrued liabilities related to the issuance of restricted share units. |
11. DEBT AND LEASE LIABILITIES
Debt and lease liabilities are comprised of the following:
|
For the years ended December 31, |
2025 |
2024 |
||||||
|
|
$ |
$ |
||||||
|
Lease liabilities (i) |
|
|
||||||
|
Bridge loan (ii) |
|
|
||||||
|
Debt and lease liabilities |
|
|
||||||
|
Less: current portion |
|
|
||||||
|
Long-term portion |
|
|
The changes in debt and lease liabilities are comprised of the following:
|
|
Leases |
Debt |
Total |
|||||||||
|
|
$ |
$ |
$ |
|||||||||
|
As at December 31, 2024 |
|
|
|
|||||||||
|
Additions |
|
|
|
|||||||||
|
Deferred financing fee |
|
( |
) |
( |
) | |||||||
|
Payments |
( |
) |
( |
) |
( |
) | ||||||
|
Interest |
|
|
|
|||||||||
|
Financing fee amortization |
|
|
|
|||||||||
|
Effects of foreign exchange |
( |
) |
( |
) |
( |
) | ||||||
|
As at December 31, 2025 |
|
|
|
|||||||||
|
Less: current portion |
|
|
|
|||||||||
|
Long-term portion |
|
|
|
| i. |
Lease liabilities relate to arrangements associated with operations at the Nussir project and the Blue Moon project. The arrangement with the Hammerfest port relating to quay repairs and continued use was assessed as a variable lease with |
| ii. | On August 19, 2025, the Company and its subsidiaries entered into a bridge loan agreement with Hartree Partners, LP (“Hartree”) and a fund managed by Oaktree Capital Management Inc. (“Oaktree”). |
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
The bridge loan provided a total facility of US$
Interest is calculated at the base rate plus
i) Adjusted Term SOFR, defined as
ii)
Interest is calculated on a
The bridge loan matures on
In connection with the initial advance, the Company paid a structuring premium of
The bridge loan is classified as a financial liability at amortized cost and is measured using the effective interest method. The effective interest rate on the first advance is approximately
As at December 31, 2025, the carrying amount of the bridge loan was $
The schedule of undiscounted lease payment and debt obligations is as follows:
|
|
Leases |
Debt |
Total |
|||||||||
|
|
$ |
$ |
$ |
|||||||||
|
Less than one year |
|
|
|
|||||||||
|
One to five years |
|
|
|
|||||||||
|
More than five years |
|
|
|
|||||||||
|
Total undiscounted obligations as at December 31, 2025 |
|
|
|
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
a) Authorized share capital
Authorized share capital consists of an unlimited number of common shares without par value, unlimited Class “A” preferred shares with par value of $
b) Common shares
The following shows the Company’s issued and outstanding common shares and the prices at which the shares are issued.
|
|
|
Number of Common Shares |
|
Weighted Average Share Price |
||||
|
Balance as at January 1, 2024 |
|
|
|
|
||||
|
Shares issued under private placement |
|
|
|
$ |
||||
|
Unit Shares issued under Concurrent Offering |
|
|
|
$ |
||||
|
Shares issued on exercise of options |
|
|
|
$ |
||||
|
Balance as at December 31, 2024 |
|
|
|
|
||||
|
Conversion of subscription receipts |
|
|
|
$ |
||||
|
Shares issued under private placement |
|
|
|
$ |
||||
|
Bonus share issuance to lender |
|
|
|
$ |
||||
|
Nussir acquisition |
|
|
|
$ |
||||
|
NSG acquisition |
|
|
|
$ |
||||
|
REAS acquisition |
|
|
|
$ |
||||
|
Shares issued on settlement of share-based awards |
|
|
|
$ |
||||
|
Balance as at December 31, 2025 |
|
|
|
|
i. Acquisitions
On February 26, 2025, the Company closed the acquisitions of Nussir and NSG (Note 3) and issued
On March 6, 2025, the Company closed the acquisition of REAS (Note 3) and issued
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
ii. Financing
On October 1, 2025, pursuant to a prospectus supplement to the Company’s short form base shelf prospectus, the Company closed a bought-deal public offering issuing
On September 4, 2025 the Company issued
Concurrent with the first draw under the related bridge loan, the Company issued
On May 8, 2025, the Company issued
On March 7, 2025, the Company closed the second tranche of financing from Hartree Partners LP (“Hartree”) in connection with the Nussir and NSG Transactions. Hartree purchased
On February 26, 2025, on closing of the Nussir and NSG transactions,
On February 26, 2025, the Company issued
On December 19, 2024, the Company completed a brokered unit financing in connection with the Nussir and NSG transactions, issuing
On August 30, 2024, the Company issued
iii. Share units
The Company maintains a share-based compensation plan under which certain employees and officers are granted share units. During the year, share units were granted and settled in accordance with the terms of the plan. Further details of the Company’s share-based compensation arrangements are disclosed in Note 13.
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
a) Warrants
The following table summarizes the Company’s outstanding warrants and the changes during the year ended December 31, 2025.
|
|
Warrants |
Weighted Average Exercise Price |
||||||
|
Balance as at January 1, 2024 |
|
$ |
||||||
|
|
|
|
||||||
|
Expired unexercised |
( |
) |
|
|||||
|
|
|
|
||||||
|
Balance as at December 31, 2024 and December 31, 2025 |
|
|
b) Stock options
The Company’s Plan includes Options, RSUs and DSUs. Directors, officers, employees and consultants of the Company and of its subsidiaries are eligible to receive Options. The aggregate number of shares to be issued upon the exercise of all derivatives granted under the plan shall not exceed
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
The following table summarizes the stock option activity for the year:
|
|
Number of Stock options |
Weighted average exercise price |
||||||
|
Balance as at January 1, 2024 |
|
$ |
|
|||||
|
|
|
|
||||||
|
Granted |
|
$ |
|
|||||
|
Exercised |
( |
) | $ |
|
||||
|
Expired, unexercised |
( |
) | $ |
|
||||
|
|
|
|
||||||
|
Balance as at December 31, 2024 |
|
$ |
|
|||||
|
|
|
|
||||||
|
Granted |
|
$ |
|
|||||
|
Expired, unexercised |
( |
) | $ |
|
||||
|
|
|
|
||||||
|
Balance as at December 31, 2025 |
|
$ |
|
Subsequent to year end,
Stock options outstanding and exercisable are as follows:
|
Expiry Date |
Exercise Price |
Number of Stock options outstanding |
Average remaining contractual life (years) |
Number of stock options exercisable |
|||||
|
|
|
|
|
|
|||||
|
|
$ |
|
|
|
|||||
|
|
$ |
|
|
|
|||||
|
|
$ |
|
|
|
|||||
|
|
$ |
|
|
|
|||||
|
|
$ |
|
|
|
|||||
|
|
$ |
|
|
|
|||||
|
|
$ |
|
|
|
|||||
|
|
|
|
|
|
|||||
|
December 31, 2025 |
|
|
|
|
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
During the year ended December 31, 2025, the Company recorded share-based compensation expense of $
The weighted-average fair value of stock options granted during the year ended December 31, 2025, was estimated on the dates of grant to be $
|
Years ended December 31, |
2025 |
|
2024 |
||||
|
Expected life (years) |
|
|
|
||||
|
Risk-free interest rate (%) |
|
|
|
||||
|
Expected volatility (%) |
|
|
|
||||
|
Expected dividend yield (%) |
|
|
|
||||
|
Expected forfeitures (%) |
|
|
|
c) RSUs
The following table summarizes the RSU activity for the period:
|
|
|
Number of RSUs |
|
Weighted Average Value at Date of Grant |
||||
|
Balance as at January 1, 2024 |
|
|
$ |
|
||||
|
Granted |
|
|
|
|
||||
|
Balance as at December 31, 2024 |
|
|
$ |
|
||||
|
Granted |
|
|
|
|
||||
|
Balance as at December 31, 2025 |
|
|
$ |
|
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
Under the Company’s Plan, RSUs are granted to employees, directors and non-employees as approved by the Company’s Board of Directors. Each RSU represents a unit with the underlying value equal to the value of
On November 1, 2024,
During the year ended December 31, 2025, an amount of $
d) DSUs
The following table summarizes the DSU activity for the period:
|
|
|
|
Number of DSUs |
|
Weighted Average Value at Date of Grant |
|||
|
Balance as at January 1, 2024 |
|
|
|
$ |
|
|||
|
Granted |
|
|
|
|
|
|||
|
Balance as at December 31, 2024 |
|
|
|
$ |
|
|||
|
Granted |
|
|
|
|
|
|||
|
Settled |
|
|
( |
) |
|
|
||
|
Balance as at December 31, 2025 |
|
|
|
$ |
|
Under the Company’s Plan, DSUs are granted to directors as approved by the Company’s Board of Directors. Each DSU represents a unit with the underlying value equal to the value of
On March 7, 2025,
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
Management Compensation
The Company’s related parties include its directors and officers, who are the key management of the Company. The remuneration of directors and officers during the years presented was as follows:
|
For the years ended December 31, |
2025 |
2024 |
|||||
|
|
$ |
$ |
|||||
|
Wages and salaries |
|
|
|||||
|
Consulting fees |
|
|
|||||
|
Share-based payments |
|
|
|||||
|
MANAGEMENT COMPENSATION |
|
|
The Company is engaged in the acquisition, exploration and development of mineral properties in Norway and the United States. Segment reporting is aligned with the manner in which management monitors business performance. Prior to aggregation, each exploration project is considered an individual operating segment. The Nussir and REAS acquisitions have been aggregated into a single reportable segment.
All non-current assets and exploration expenditures are located in, and incurred within, the United States or Norway. Materially all of the cash and general administrative costs are held and incurred by the Canadian parent company. The following is a summary of non-current assets by reportable segment:
|
|
December 31, 2025 |
December 31, 2024 |
||||||||||||||
|
|
Mineral Properties |
Property, Plant and Equipment |
Mineral Properties |
Property, Plant and Equipment |
||||||||||||
|
|
$ |
$ |
$ |
$ |
||||||||||||
|
Blue Moon |
|
|
|
|
||||||||||||
|
Nussir/REAS |
|
|
|
|
||||||||||||
|
NSG |
|
|
|
|
||||||||||||
|
Corporate |
|
|
|
|
||||||||||||
|
Total |
|
|
|
|
||||||||||||
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
The changes in the Company’s non-cash working capital items relating to operating activities for the years indicated below are as follows:
|
For the years ended December 31, |
2025 |
2024 |
||||||
|
|
$ |
$ |
||||||
|
Changes in other receivables and prepaid expenses |
( |
) |
( |
) | ||||
|
Changes in accounts payable and accrued liabilities |
|
|
||||||
|
Changes in due to related parties |
|
( |
) | |||||
|
CHANGE IN NON-CASH WORKING CAPITAL |
|
|
The reconciliation of the combined Canadian federal and provincial statutory income tax rate of
|
For the year ended December 31, |
2025 |
2024 |
|||||
|
|
$ |
$ |
|||||
|
Loss before income tax |
( |
) |
( |
) | |||
|
Statutory tax rate of parent |
|
|
|||||
|
Expected income tax expense (recovery) at statutory income tax rates |
( |
) |
( |
) | |||
|
Difference between parent and foreign tax rate |
|
|
|||||
|
Other permanent differences |
|
|
|||||
|
Temporary differences subject to initial recognition exemption |
|
|
|||||
|
Changes in unrecognized deferred tax assets |
|
|
|||||
|
TOTAL INCOME TAX EXPENSE (RECOVERY) |
|
|
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
The following table summarizes the components of deferred tax:
|
For the year ended December 31, |
2025 |
2024 |
|||||
|
|
$ |
$ |
|||||
|
Deferred tax liabilities |
|
|
|||||
|
Accrued Liabilities |
( |
) |
|
||||
|
Deferred Costs |
( |
) |
|
||||
|
Marketable securities |
( |
) |
( |
) | |||
|
Deferred tax assets |
|
|
|||||
|
Non capital losses |
|
|
|||||
|
NET DEFERRED INCOME TAX ASSET (LIABILITY) |
|
|
Deferred tax assets that have not been recognized in respect of the following deductible temporary differences:
|
|
2025 |
Expiry |
2024 |
Expiry |
||||
|
|
$ |
|
$ |
|
||||
|
Losses |
|
No expiry |
|
No expiry |
||||
|
Share issuance costs |
|
2045 to 2050 |
|
2045 to 2048 |
||||
|
Mineral Properties and Other deductible differences |
|
No expiry |
|
No expiry |
The Company has Canadian tax losses of $
The Company has Norwegian tax losses of $
The Company has US tax losses of $
Tax attributes are subject to review and potential adjustments by tax authorities.
In the year, there were $
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
The Company is a mineral exploration and development company focusing on advancing its projects in Norway and the United States, including the Nussir and Sulitjelma copper projects and the Blue Moon polymetallic project. Its principal source of funding is the issuance of equity securities.
The Company considers capital to be equity attributable to common shareholders, comprised of share capital, contributed surplus, and deficit. It is the Company’s objective to safeguard its ability to continue as a going concern so that it can continue to explore and develop its projects.
The Company manages its capital structure based on the funds available for its operations and makes adjustments for changes in economic conditions, capital markets and the risk characteristics of the underlying assets. To maintain its objectives, the Company may attempt to issue new shares, seek debt financing, acquire or dispose of assets or change the timing of its planned exploration and development projects. There is no assurance that these initiatives will be successful.
The Company monitors its cash position on a regular basis to determine whether sufficient funds are available to meet its short-term and long-term corporate objectives.
There has been no change in the Company’s capital management practices during the year. Blue Moon does not pay dividends. Neither the Company nor any of its subsidiaries is subject to externally imposed capital requirements.
The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company is exposed to liquidity and credit risks arising from its financial instruments. The Company’s financial instruments include cash, restricted cash, other receivables, marketable securities, accounts payable and accrued liabilities, deferred income and the bridge loan. These financial assets and liabilities are primarily classified and measured at amortized cost, except for marketable securities, which are measured at fair value through profit or loss. The carrying values of the Company’s financial instruments approximate their fair values due to their short-term nature.
As at December 31, 2025, the carrying amount of the bridge loan was $
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
a) Liquidity risk
Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they come due. Refer to note 1(b) for more information regarding the Company’s liquidity risk.
b) Credit risk
The Company is exposed to credit risk on its cash, restricted cash and value added tax receivables. To reduce credit risk, substantially all cash is on deposit at major banks. Restricted cash are deposits held by the Bureau of Land Management (“BLM”) in California, and FeFo the land management authority in Norway. As at December 31, 2025, sales tax recoverable was $
c) 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 commodity and equity prices.
Interest rate risk
The Company has cash balances which are not subject to significant risks in fluctuating interest rates. The Company’s current policy is to invest excess cash in high rate savings or investment-grade short-term deposit certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks.
At December 31, 2025 the Company held interest-bearing cash, cash equivalents and restricted cash of $
Foreign currency risk
The Company is exposed to foreign currency risk on fluctuations related to cash, restricted cash, receivables, accounts payable and accrued liabilities, and capital expenditures that are denominated in US dollars and Norwegian Kroner.
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
Sensitivity Analysis
The Company operates through subsidiaries in the United States and Norway and is exposed to foreign currency risk arising from fluctuations in exchange rates. The Company’s principal exposure relates to balances denominated in US dollar and Norwegian Krone relative to the Canadian dollar.
The following table illustrates the estimated impact on loss and comprehensive loss before income taxes of a
|
Currency |
Change |
Effect on Pre-Tax Loss |
Change |
Effect on Pre-Tax Loss |
|||||
|
USD |
+ |
$ |
- |
$( |
|||||
|
NOK |
+ |
$ |
- |
$( |
Market Price risk
The Company is exposed to equity price risk through fluctuations in the market price of its own common shares. Equity price risk is defined as the potential adverse impact on the Company’s earnings, or ability to obtain equity financing, due to movements in individual equity prices or broader stock market movements.
In addition, the Company holds equity instruments which are classified as marketable securities and are subject to equity price risk. The market price or value of these investments can vary from period to period. A
ii. Commodity price risk
Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatility. The Company closely monitors commodity prices of zinc, copper, gold, silver, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.
|
Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
| (Expressed in Canadian dollars) |
The Company entered into contracts for underground mining and associated development work related to the Nussir project. As at December 31, 2025, the Company has contractual commitments to spend in accordance with such contracts totaling approximately $
a) Nasdaq Listing
On January 26, 2026, the Company’s common shares commenced trading on the Nasdaq Capital Market under the symbol “BMM”. In connection with the Nasdaq listing the Company’s shares ceased trading on the OTCQX under the symbol “BMOOF”.
b) Acquisition of Springer Mine and Mill
On February 10, 2026, the Company completed the acquisition of the Springer Mine and processing facility located in Nevada, United States, from GOODS LG LLC. The acquired assets include fee lands and mineral claims containing a historically mined tungsten deposit, together with a flotation mill and associated processing infrastructure.
Total consideration for the acquisition consisted of the initial deposit of US$
c) Acquisition of the Apex Mine
On February 27, 2026, the Company entered into a definitive agreement with Teck American Incorporated, a subsidiary of Teck Resources Limited (“Teck”), to acquire
Consideration for the acquisition includes the issuance of
d) LNS and Hartree Financing
On March 3, 2026, the Company announced that LNS, the mining contractor for the Company’s Nussir project in Norway, subscribed for
Pursuant to a pre-existing participation right, Hartree elected to exercise its pre-emptive right to participate in the financing and on March 6, 2026, subscribed for an additional
On March 10, 2026, the Company announced the closing of the financing, issuing an aggregate of
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Blue Moon Metals Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 |
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e) Acquisition of the Gage Project
On March 18, 2026, the Company announced that it had entered into a sale and purchase agreement with a subsidiary of Liberty Gold Corp. to acquire
Consideration for the acquisition consists of the issuance of
f) Proposed Combination of Sultijelma District Assets
On April 2, 2026, the Company announced that it had entered into a non-binding letter of intent (“LOI”) with Alpha Future Funds S.C.S. (“AFF”) to combine their respective wholly owned subsidiaries, Nye Sulitjelma Gruver AS and VMS Explorations AS (“VMS”), into a single entity.
NSG and VMS hold permits over the historic Sulitjelma mining district in Norway and the proposed transaction is expected to support an integrated development approach to advance the project.
The LOI contemplates a period of up to
g) Hartree Follow-On Investment
On April 22, 2026, the Company announced the exercise of a top-up right pursuant to its investor rights agreement with Hartree. Subject to TSX Venture Exchange approval,
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