Consolidated Financial Statements and Notes
FOR THE YEARS ENDED APRIL 30, 2025 AND APRIL 30, 2024
PRESENTED IN CANADIAN DOLLARS
| Independent Auditor's Report |  |
To the Shareholders of Vizsla Silver Corp.:
Opinion
We have audited the consolidated financial statements of Vizsla Silver Corp. and its subsidiaries (the "Company"), which comprise the consolidated statements of financial position as at April 30, 2025 and April 30, 2024, and the consolidated statements of loss and comprehensive loss, changes in equity and cash flows for the years 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 April 30, 2025 and April 30, 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
We conducted our audits 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 audits 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.
Value-added Tax (VAT) Receivable
Key Audit Matter Description
We draw attention to Note 3 and Note 4 to the consolidated financial statements. As at April 30, 2025, the Company recognized a Mexican value-added tax receivable (VAT receivable). The Company makes a number of assumptions in assessing the recoverability of the VAT receivable. The collection of VAT receivable is subject to a complex application and collection process and therefore, there is a risk related to the collectability and timing of the payment from the Mexican government. We considered this as a key audit matter given the significant judgment made by management in estimating the timing and likelihood of collecting the refund. This resulted in a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating the audit evidence related to managements estimates.
| 2200 - 1021 West Hastings Street, Vancouver BC, V6E 0C3 | 1.877.688.8408 T: 604.685.8408 F: 604.685.8594 |
Audit Response
We responded to this matter by performing procedures in relation to the classification and recoverability of the VAT
receivable. Our audit work in relation to this included, but was not restricted to, the following:
• Reviewed management's assessment on recoverability of the VAT receivable in Mexico and critically assessed areas where there was significant management judgment, including accounting estimates that are subject to a high degree of estimation uncertainty. This included obtaining management's assessment on recoverability, and evaluating the reasonableness of procedures in place to expedite the refund process;
• Performed a retrospective review of historical collection and the balances filed;
• Reviewed supporting documentation for VAT receivable claimed and amounts of refunds received during the year, and obtained correspondences between the Company and the Mexican tax authorities to understand the status of VAT receivable filed but not received;
• Performed a restrospective review of the filing timing to assess the reasonableness of management's estimated filing timeline and the classification between current and non-current portion; and
• Reviewed the adequacy of the disclosures in the consolidated financial statements, including disclosures related to significant judgments and estimates.
Other Information
Management is responsible for the other information. The other information comprises Management's Discussion and Analysis as well as the Annual Report on Form 40-F.
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 audits 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 audits or otherwise appears to be materially misstated. We obtained Management's Discussion and Analysis and the Annual Report on Form 40-F 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.
| 2200 - 1021 West Hastings Street, Vancouver, British Columbia, V6E 0C3 1.877.688.8408 T: 604.685.8408 F: 604.685.8594 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.
• 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 audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.
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.
| 2200 - 1021 West Hastings Street, Vancouver, British Columbia, V6E 0C3 1.877.688.8408 T: 604.685.8408 F: 604.685.8594 MNP.ca |
|
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 Jian-Kun Xu.
 |
|
|
July 17, 2025 |
Chartered Professional Accountants |
| 2200 - 1021 West Hastings Street, Vancouver, British Columbia, V6E 0C3 1.877.688.8408 T: 604.685.8408 F: 604.685.8594 MNP.ca |
|
Page | 2
 |
Consolidated Statements of Financial Position (Presented in Canadian dollars) |
|
As at |
Note | April 30, 2025 | April 30, 2024 | ||||||
| $ | $ | ||||||||
| ASSETS | |||||||||
| Current assets | |||||||||
| Cash and cash equivalents | |||||||||
|
Short-term investments |
|
||||||||
| Value-added tax receivable | |||||||||
| Other receivables | |||||||||
| Prepaids and other expenses | |||||||||
| Total current assets | |||||||||
| Non-current assets | |||||||||
| Long-term value-added tax receivable | |||||||||
| Investment | |||||||||
| Investments in associate | 5 | ||||||||
| Deferred payment | |||||||||
| Other non-current assets | |||||||||
| Property, plant, and equipment | |||||||||
| Exploration and evaluation assets | 6 | ||||||||
| Total non-current assets | |||||||||
| Total assets | |||||||||
| LIABILITIES | |||||||||
| Current liabilities | |||||||||
| Accounts payable and accrued liabilities | 6c | ||||||||
| Due to related parties | 7 | ||||||||
| Total current liabilities | |||||||||
| Non-current liabilities | |||||||||
| Non-current accounts payable | 6c | ||||||||
| Total liabilities | |||||||||
| SHAREHOLDERS' EQUITY | |||||||||
| Share capital | 8 | ||||||||
| Shares to be issued | 6b,6c | ||||||||
| Reserves | |||||||||
| Accumulated other comprehensive income | |||||||||
| Deficit | ( |
) | ( |
) | |||||
| Total shareholders' equity | |||||||||
| Total liabilities and shareholders' equity |
Corporate information and nature of operations (Note 1)
Subsequent events (Notes 15)
See accompanying notes to the consolidated financial statements
Approved by the Board of Directors on July 17, 2025
| "Michael Konnert" | "Craig Perry" | |
| Director, CEO | Director, Chairman |
Page | 3
|
Consolidated Statements of Loss and Comprehensive Loss (Presented in Canadian dollars) |
| Note | 2025 | 2024 (Note 9) |
|||||||
| $ | $ | ||||||||
| General and administrative expenses | |||||||||
| Office and administrative | ( |
) | ( |
) | |||||
| Professional fees | ( |
) | ( |
) | |||||
| Marketing and communication | ( |
) | ( |
) | |||||
| Regulatory and transfer agent | ( |
) | ( |
) | |||||
| Salaries and benefits | ( |
) | ( |
) | |||||
| Share-based compensation | 8e, 8f | ( |
) | ( |
) | ||||
| Depreciation | ( |
) | ( |
) | |||||
| ( |
) | ( |
) | ||||||
| Other Income (expense) | |||||||||
| Interest and finance income | |||||||||
| Foreign exchange gain | ( |
) | ( |
) | |||||
| Revaluation loss on investment in equity instruments | ( |
) | ( |
) | |||||
| Gain on debt settlement of Visla Royalties Corp. | 5 | ||||||||
| Gain on spin out of of Visla Royalties Corp. | 5 | ||||||||
|
Loss in share of Visla Royalties Corp. |
5 | ||||||||
| Transaction costs | ( |
) | |||||||
| Other income | |||||||||
| Net loss for the year | ( |
) | ( |
) | |||||
| Other comprehensive loss |
|||||||||
| Items that will be reclassified subsequently | |||||||||
| Translation (loss) gain on foreign operations | ( |
) | |||||||
| Comprehensive loss | ( |
) | ( |
) | |||||
| Basic and diluted loss per share | ( |
) | ( |
) | |||||
| Weighted average number of common shares |
|||||||||
| Basic and diluted |
See accompanying notes to the consolidated financial statements
Page | 4
|
Consolidated Statements of Cash Flows (Presented in Canadian dollars) |
| Note | 2025 | 2024 | |||||||
| $ | $ | ||||||||
| Operating activities | |||||||||
| Net loss for the year | ( |
) | ( |
) | |||||
| Items not affecting cash: | |||||||||
| Depreciation | |||||||||
| Share-based compensation | 8e,8f | ||||||||
| Revaluation loss on investment in equity instruments | |||||||||
| Share of gain of associate and deemed disposal gain | 5 | ( |
) | ||||||
| Gain on debt settlement from of Visla Royalties Corp. | 5 | ( |
) | ||||||
| Gain on spin out of Visla Royalties Corp. | 5 | ( |
) | ||||||
| Changes in non-cash working capital items | ( |
) | |||||||
| Net cash flows used in operating activities | ( |
) | ( |
) | |||||
| Investing activities | |||||||||
| Payments for exploration & evaluation assets and property plant & equipment | 6 | ( |
) | ( |
) | ||||
| Strategic investment expenditures | ( |
) | |||||||
|
Short-term investments in Guaranteed Investment Certificate (“GIC”) |
( |
) |
|||||||
| Maturity of guaranteed investment certificates | |||||||||
| Net cash flows (used in) provided by investing activities | ( |
) | |||||||
| Financing activities | |||||||||
| Common shares proceeds - net of share issuance |
8b |
||||||||
| Proceeds from exercise warrants |
8d |
||||||||
| Proceeds from exercise of stock options |
8e |
||||||||
| Net cash flows provided by financing activities | |||||||||
| Effects of exchange rate changes on cash and cash equivalents | ( |
) | |||||||
| Increase in cash and cash equivalents | |||||||||
| Cash and cash equivalents, beginning of year | |||||||||
| Cash and cash equivalents, end of year |
Supplemental cash flow information (Note 13)
See accompanying notes to the consolidated financial statements
Page | 5
|
Consolidated Statements of Changes in Equity (Presented in Canadian dollars) |
|
Attributable to equity holders of the Company |
|||||||||||||||||||||
| Number | Share Capital | Reserves | Share to be issued |
Accumulated other comprehensive income (loss) |
Deficit | Total | |||||||||||||||
| # |
$ |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||
| Balance, April 30, 2023 | ( |
) | |||||||||||||||||||
| Shares issued pursuant to private placement and prospectus | - | - | - | - | |||||||||||||||||
| Shares issued pursuant to property acquisition | - | - | - | - | - | ||||||||||||||||
| Shares issued pursuant to exercise of warrants, options, and RSUs | ( |
) | - | - | - | ||||||||||||||||
| Share issuance costs - cash | - | ( |
) | - | - | - | - | ( |
) | ||||||||||||
| Share issuance costs - finders warrants | - | ( |
) | - | - | - | |||||||||||||||
| Stock based compensation - options | - | - | - | - | - | ||||||||||||||||
| Stock based compensation - RSUs | - | - | - | - | - | ||||||||||||||||
| Net loss and other comprehensive income for the year | - | - | - | - | ( |
) | ( |
) | |||||||||||||
| Balance, April 30, 2024 | ( |
) | |||||||||||||||||||
| Shares issued pursuant to property acquisition | - | - | - | ||||||||||||||||||
| Shares issued pursuant to over-allotment options, bough deal and ATM | - | - | - | - | |||||||||||||||||
| Shares issued pursuant to exercise of warrants, options, and RSUs | ( |
) | - | - | - | ||||||||||||||||
| Stock-based compensation - options | - | - | - | - | - | ||||||||||||||||
| Stock-based compensation - RSUs | - | - | - | - | - | ||||||||||||||||
| Distribution to shareholders from Visla Royalties Corp. | - | - | - | - | - | ( |
) | ( |
) | ||||||||||||
| Net loss and other comprehensive loss for the year | - | - | - | - | ( |
) | ( |
) | ( |
) | |||||||||||
| Balance at April 30, 2025 | ( |
) | |||||||||||||||||||
See accompanying notes to the consolidated financial statements
Page | 6
|
Notes to the Consolidated Financial Statements |
|
For the year ended April 30, 2025 and 2024 |
|
|
(Presented in Canadian dollars except number of shares, |
1. Corporate Information and Nature of Operations
The Company was incorporated on September 26, 2017, under the Business Corporations Act (British Columbia) under the name Vizsla Capital Corp. On March 8, 2018, the Company changed its name to Vizsla Resources Corp. On February 5, 2021, the Company changed its name to Vizsla Silver Corp. (the "Company", "Vizsla Silver"). On January 21, 2022, Vizsla Silver Corp. was listed on the NYSE American and commenced trading under the symbol "VZLA". Effective November 7, 2024, the common shares of the Company were uplisted to the TSX under the symbol VZLA. The Company's principal business activity is the exploration of mineral properties. The Company currently conducts substantially all its operations in Canada and Mexico in one business segment.
The head office and principal address of the Company is 595 Burrard Street, Suite 1723 Vancouver, BC V7X 1J1.
These consolidated financial statements have been prepared using accounting principles applicable to a going concern which assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation.
2. Basis of Presentation
The consolidated financial statements have been prepared in accordance with the IFRS® Accounting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).
The consolidated financial statements were approved by the Board of Directors of the Company on July 17, 2025.
During the year ended April 30, 2025, certain prior year amounts have been reclassified to conform to the current year’s presentation. These reclassifications had no impact on previously reported net loss and other comprehensive loss for the year, cash flows, or shareholders’ equity. The Company believes that this change reflects best the nature of the expenses of the General and administrative (“G&A”) expense. See Note 9 - Reclassifications for further details.
3. Material Accounting Policies
a) Basis of measurement
These consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments measured at their fair value as explained in the accounting policies below.
Page | 7
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
b) Basis of consolidation
The principal subsidiaries of the Company, which are accounted for under the consolidation method, are as follows:
| Entity | Principal activities |
Country of incorporation and operation |
Functional currency |
Ownership interest as at April 30, 2025 |
Ownership interest as at April 30, 2024 |
| Canam Alpine Ventures Ltd. | Holding Co | ||||
| Minera Canam S.A. de C.V. | Exploring evaluating mineral properties | ||||
| Operaciones Canam Alpine S.A. DE C.V. (3) |
Exploring evaluating mineral properties |
||||
| Panuco Royalty Corp. (formerly Vizsla Royalty Corp., Vizsla Copper Corp., and 1283303 B.C. Ltd.) (1) | Royalty Company | ||||
| Canam Royalties Mexico, S.A. de C.V. (1) | Royalty Company | ||||
| Vizsla Royalties Corp. (1) | Royalty Company | ||||
| Goanna Resources, S.A.P.I. de C.V. (2) | Exploring evaluating mineral properties | ||||
| Panuco Silver Resources Corp. (3) | Holding Co | ||||
| Sinaloa Minerals Exploration Corp. (3) | Holding Co | ||||
| La Garra Resources Corp. | Holding Co |
(1) As of April 30, 2025, the Company holds a
(2) On October 7, 2024, the Company acquired Goanna Resources, S.A.P.I. de C.M. See Note 6(c).
(3) On December 29, 2024, the Company incorporated 3 new subsidiaries. As of April 30, 2025, these subsidiaries did not have any activities. On April 25, 2025 the Company disposed of its entire equity interest in Operaciones Canam Alpine S.A. de C.V. (“OCA”), a services company. The consideration received for the disposal was $
Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to or has rights to, variable returns from its involvement with the entity and can affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases. All significant intercompany transactions and balances have been eliminated.
Page | 8
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
c) Functional and presentation currency
Items included in the financial statements of each consolidated entity in Vizsla Silver Corp.'s group are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The consolidated financial statements are presented in CAD, which is the Company's presentation currency.
For the purpose of presenting these consolidated financial statements, entities that have a functional currency different from the presentation currency ("foreign operations") are translated into CAD as follows:
- Assets and liabilities: at the closing rate at the date of the statement of financial position; and Income and expenses: at the average rate for the period (as this is considered a reasonable approximation of actual rates prevailing at the transaction dates).
Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in equity. When an entity disposes of its entire interest in a foreign operation, or loses control, or significant influence over a foreign operation, the foreign currency gains or losses accumulated in other comprehensive income related to the foreign operation are recognized in profit or loss. If an entity disposes part of an interest in a foreign operation which remains a subsidiary, a proportionate amount of foreign currency gains or losses accumulated in other comprehensive income related to the subsidiary is reallocated between controlling and non-controlling interests.
In preparing the financial statements of each individual Vizsla Silver Corp. entity and subsidiary, transactions in currencies other than the entity's functional currency ("foreign currency") are recognized at the rates of exchange prevailing at the date of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences on monetary items are recognized in profit or loss in the period in which they arise except for the exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognized initially in other comprehensive income and reclassified from equity to profit or loss on repayment of the monetary items.
d) Cash and cash equivalents
Cash consists of cash on hand, deposits in banks with no restrictions, and highly liquid savings accounts. Cash equivalents include other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. The Company's cash and cash equivalents are invested with major financial institutions in business accounts.
Cash and cash equivalents of $
At April 30, 2025, the Company had $
Page | 9
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
e) Short-term investments
As of April 30, 2025, the Company holds short-term investments with major financial institutions in the form of Guaranteed Investment Certificates (“GICs”) of $
f) Value-added tax receivable
Value-added tax receivables and long-term value-added tax receivables include value-added taxes ("VAT") receivables generated on the purchase of supplies and services and are receivable from the Mexican government. The Company classifies VAT receivables as non-current if it does not expect collection of certain amounts to occur within the next year. The recovery of VAT involves a complex application process, and the timing of collection of VAT receivables is uncertain.
As at April 30, 2025 and 2024, the current VAT receivable are as follows:
|
|
2025 |
2024 |
||||
|
$ |
$ |
|||||
| Total Value-added tax receivable |
|
|
||||
| Less: non-current portion | ( |
) | ( |
) | ||
| Current portion |
|
|
During the year ended, the Company received a net refund of VAT of $
Subsequent to the reporting date, the Company has received a net refund of VAT of $
VAT receivable is net of provision of $
g) Exploration and evaluation assets
The Company is in the exploration stage with respect to its investment in mineral properties.
Exploration and evaluation assets - acquisition costs
Exploration expenditures on properties for which the Company does not have title or rights are expensed when incurred. Once a license to explore an area has been secured, the Company follows the practice of capitalizing all costs of acquiring exploration properties, including transaction costs. Payments related to the acquisition of land and mineral rights and the costs to conduct a preliminary evaluation to determine that the property has potential to develop an economic ore body are capitalized as incurred. The time between initial acquisition and a full evaluation of a property's potential is dependent on many factors, including, but not limited to, location relative to existing infrastructure, the property's stage of development, geological controls and metal prices.
Exploration and evaluation expenditures
The Company capitalizes the acquisition costs exploration properties, maintaining its interest, and exploring mineral properties as exploration and evaluation assets. Such costs include but are not limited to, geological and geophysical studies, exploratory drilling, and sampling until such time as the properties are placed into development, abandoned, sold, or considered to be impaired in value.
Page | 10
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
Provision for restoration and rehabilitation
A provision for restoration and rehabilitation is recognized when there is a present legal or constructive obligation because of exploration and development activities undertaken; it is more likely than not that an outflow of economic benefits will be required to settle the obligation and the amount of the provision can be measured reliably. The estimated future obligation includes the cost of removing facilities, abandoning sites, and restoring the affected areas. The provision for future restoration costs is the best estimate of the present value of the expenditure required to settle the restoration obligation at the reporting date. The estimated cost is capitalized into the cost of the related asset and amortized on the same basis as the related assets. If the estimated cost does not relate to an asset, it is charged to earnings in the period in which the event giving raises to the liability occurs.
As at April 30, 2025, and 2024, the Company did not have any provision for restoration and rehabilitation.
Property, plant and equipment
Property, plant, and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be measured reliably.
The major categories of property, plant, and equipment are depreciated on a straight-line basis as follows:
| Mining Equipment | |
| Office Equipment | |
| Computer Equipment | |
| Office improvements | |
| Computer software |
Impairment losses are included as part of other gains and losses on the consolidated statements of loss and comprehensive loss.
h) Share-based compensation and payments
The Company grants share-based compensation to directors, officers, employees and service providers. Each tranche in an award is considered a separate award with it's own vesting period.
The Company applies the fair value method of accounting for share-based payments and the fair value is calculated using the Black-Scholes option pricing model.
Share-based payments for employees and others providing similar services are determined based on the grant date fair value. Share-based payments for non-employees are determined based on the fair value of the goods/services received or fair value of the share-based payment measured at the date on which the Company obtains such goods/services. Compensation expense is recognized over each tranche's vesting period, in earnings or capitalized as appropriate, based on the number of awards expected to vest.
The Company estimates a forfeiture rate based on historical data and expectations of future forfeitures. The forfeiture rate is reviewed and adjusted, if necessary, at each reporting date. The impact of any changes to the forfeiture rate is recognized in the statement of loss and comprehensive loss with a corresponding adjustment to equity.
Page | 11
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
i) Related party transactions
Parties are 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, and related parties may be individuals, such as key management personnel, including immediate family members of the individual, or corporate entities, including the Company's wholly owned subsidiaries. A transaction is a related party transaction when there is a transfer of resources or obligations between related parties.
j) Equity
Share capital
Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and share purchase warrants are recognized as a deduction from equity, net of any tax effects.
Share issue costs
Professional, consulting, regulatory and other costs directly attributable to equity financing transactions are recorded as share issue costs when the financing transactions are completed if the completion of the transaction is considered likely. Otherwise, they are expensed as incurred. Share issue costs are charged to share capital when the related shares are issued. Deferred share issue costs related to financing transactions that are not completed are charged to expenses.
Warrants
Proceeds from issuances by the Company of units consisting of shares and warrants are allocated based on the residual method, whereby the carrying amount of the warrants is determined based on any difference between gross proceeds and the fair market value of the shares. If the proceeds from the offering are less than or equal to the fair market value of shares issued, a nil carrying amount is assigned to the warrants.
k) Basic and diluted loss per share
Basic losses per share is computed by dividing earnings available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted earnings per share is computed similarly to basic earnings per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and share units, if dilutive.
The number of additional shares is calculated by assuming that outstanding stock options and share units were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods.
l) Investment in Associates
The Company accounts for investments in associates in which it has the ability to exercise significant influence, but does not control, using the equity method in accordance with IAS 28 - Investments in Associates and Joint Ventures.
Under the equity method, the investment is initially measured at cost and subsequently adjusted to recognize the Company's share of the associate's net income or loss, as well as other comprehensive loss, from the date significant influence is obtained. Dividends distributed by the associate reduce the carrying amount of the investment.
The Company evaluates its investment in associates for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment losses, if any, are recognized in net loss and comprehensive loss.
If the Company’s share of losses exceeds the carrying amount of the investment, further losses are not recognized unless it has incurred obligations in respect of the associate.
Page | 12
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
m) Taxation
Income tax expense comprises current and deferred tax. Income tax is recognized in the statement of loss and comprehensive loss, except to the extent it relates to items recognized directly in equity.
Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year end, adjusted for amendments to tax payable with regards to previous years.
Deferred tax is recognized using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized on the initial recognition of assets or liabilities in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss); and does not give rise to equal taxable and deductible temporary differences. In addition, deferred tax is not recognized for taxable temporary differences rising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis, or their tax assets and liabilities will be realized simultaneously.
A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
n) Financial instruments
Financial assets
The Company classifies its financial assets in the following categories:
- Fair value through profit or loss (FVTPL)
- Fair value through other comprehensive income (FVTOCI)
- Amortized cost
The determination of the classification of financial assets is made at initial recognition. The Company's accounting policy for each of the categories is as follows:
Financial assets at FVTPL
Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the consolidated statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of financial assets held at FVTPL are included in the consolidated statements of loss and comprehensive loss.
Page | 13
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
Financial assets at FVTOCI
Financial assets carried at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently, they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive losses.
Financial assets at amortized cost
A financial asset is measured at amortized cost if the objective is to hold the financial asset for the collection on contractual cash flows and the asset’s contractual cash flows are comprised solely of payments of principal and interest. The financial asset is classified as current or non-current based on its maturity date and is initially recognized at fair value and subsequently carried at amortized cost less any impairment. The Company classifies cash and cash equivalents,short-term investments and other receivables in this category.
Impairment of financial assets at amortized cost
The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost.
Financial liabilities
The Company classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was incurred. The Company's accounting policy for each category is as follows:
Financial liabilities at FVTPL This category comprises derivatives or liabilities acquired or incurred principally for the purpose of selling or repurchasing in the near term. They are carried in the statement of financial position at fair value with changes in fair value recognized in the statements of loss and comprehensive loss.
Other financial liabilities
This category includes accounts payable and accrued liabilities and due to related parties, which are recognized at amortized cost using the effective interest method.
The effective interest method calculates the amortized cost of a financial liability and allocates interest expense over the corresponding period. The effective interest rate is the rate that discounts estimated future cash receipts over the expected life of the financial liability, or, where appropriate, a shorter period. Transaction costs in respect of financial liabilities at fair value through profit or loss are recognized in the statements of operations and comprehensive loss immediately while transaction costs associated with other financial liabilities are included in the initial measurement of the financial liability.
o) Loss of control
When losing control of a subsidiary, the Company derecognizes the assets and liabilities of the subsidiary at their carrying amounts, including any non-controlling interests in the former subsidiary. Consideration received and any investment retained in the former subsidiary are recognized at its fair value. If the transaction, event or circumstances that resulted in the loss of control involves a distribution of shares of the subsidiary to owners in their capacity as owners, that distribution is recognized at its fair value in accordance with IFRIC 17 - distribution of non-cash assets to owners, as a reduction in deficit from the Company. Any gain or loss is recognized in profit or loss attributable to the Company.
Page | 14
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
p) Business combinations
Acquisitions of businesses are accounted for using the acquisition method under IFRS 3 - Business Combinations. A business combination requires the assets acquired and liabilities assumed constitute a business. A business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing goods or services to customers, generating investment income (such as dividends or interest) or generating other income from ordinary activities. For the assets acquired and liabilities assumed not constituting a business, it is accounted as an asset acquisition. Consideration is measured at the date of the exchange which includes equity instruments issued. Acquisition related costs incurred for the business combination are expensed and included in purchase costs for asset acquisition. The acquiree's identifiable assets and liabilities are recognized at their fair values at the acquisition date. Provisional fair values are finalized at the earlier of the following: the date as soon as the acquirer received the information it was seeking about facts and circumstances that existed as of the acquisition date, learns that more information is not available or twelve months from the acquisition date. Goodwill arising on an acquisition is recognized as an asset and initially measured at cost, which is the excess of the consideration paid over the fair value of the net identifiable assets and liabilities recognized. No goodwill is recognized in an asset acquisition transaction.
q) Accounting standards issued but not yet adopted
The new standards or amendments issued but not yet effective are either not applicable or Company is evaluating the impact of the adoption of the specific standard below on the consolidated financial statements.
Accounting pronouncements
New standards and interpretations not yet adopted in 2025:
IFRS 18: Presentation and Disclosure of Financial Statements
On April 9, 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements ("IFRS 18"), to improve reporting of financial performance. IFRS 18 replaces IAS 1, Presentation of Financial Statements ("IAS 1"). IFRS 18 carries forward many of the requirements of IAS 1 but introduces significant changes to the structure of a company's statement of income (loss).
The standard is applicable for annual reporting periods beginning on or after January 1, 2027, with earlier adoption permitted. The Company is currently evaluating the impact of the adoption of the standard.
Page | 15
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
4. Significant Judgments and Estimates
Preparing the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses, and related disclosure. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Judgment is used mainly in determining how a balance or transaction should be recognized in the financial statements. Estimates and assumptions are used mainly in determining the measurement of recognized transactions and balances. Actual results may differ from these estimates.
Significant areas where management's judgment and estimate has been applied during the year ended April 30, 2025 include:
- Fair value determination of distributed assets and retained interest on spin-out transaction
Management assessed the fair value of the distributed assets and retained interest at the transaction day. The shares were valued using market prices, while the warrants were estimated using an option pricing model.
- Multiple arrangements accounted for as a single transaction
Significant judgement involved in determining whether multiple arrangements should be accounted for as a single transaction when the Company loses control of a subsidiary in two or more arrangements. As the spin-out arrangement and private placement of Vizsla Royalties are considered entered in contemplation of each other and form a single transaction designed to achieve an overall commercial effect, management assessed the spin-out arrangement and the loss of control in Vizsla Royalties Corp. as one single transaction.
- Assessment of the transactions as business combinations or asset acquisitions
Management has had to apply judgment relating to an acquisition with respect to whether the acquisition is a business combination or an asset acquisition. Management applied a three-element process to determine whether a business or an asset was purchased, considering the inputs, processes, and outputs of the acquisition in order to reach a conclusion. The Company concluded that the acquisition of La Garra as defined in note 6(c) does not meet the definition of a business combination and therefore is accounted for as an asset acquisition.
- Valuation of net assets acquired in asset acquisitions
Estimates were made as to the fair value of assets and liabilities acquired in business combinations.
The Company measured all assets acquired and liabilities assumed at their acquisition-date fair values. Additionally, the Company measured the fair value of the consideration payable in cash and in shares applying and calculating discount rates reflective of the timing and risks associated to the Company and the industry it operates in.
The share consideration was measured based on fair value of the shares applying a Discount for Lack of Marketability (DLOM) to adjust for liquidity.
Management applied judgment in determining the appropriate timing for recognizing these values in the financial statements and believes that the assumptions applied appropriately reflect the market participant view, consistent with the objective of IFRS 13– Fair Value Measurement. The applicable DLOM rates are ranging from
Page | 16
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
Collectability and classification of Value-added tax receivable
Value-added tax receivable is collectible from the government of Mexico. The collection of VAT is subject to a complex application and collection process and therefore, there is risk related to the collectability and timing of payment from the Mexican government. The Company uses its best estimates based on the facts known at the time and its experience to determine its best estimate of the collectability and timing of these recoveries. Changes in the assumptions regarding collectability and the timing of collection could impact the valuation and classification as a current or non-current asset associated with VAT receivable.
Impairment of non-current assets
Non-current assets are tested for impairment when indicators of impairment are present. Calculating the estimated fair values of cash generating units for non-current asset impairment tests requires management to make estimates and assumptions with respect to future gold and silver prices; future capital cost estimates; operating cost estimates; reductions in the estimated mineral reserves; decreases in estimated production; and, the discount rate. Reductions in metal price forecasts; increases in estimated future costs of production; increases in estimated future non-expansionary capital expenditures; reductions in the amount of recoverable resources, and exploration potential; and/or adverse current economics can result in a write-down of the carrying amounts of the Company's non-current assets.
5. Investments in associate
Plan of Arrangement - Spin out of Vizsla Royalties Corp.
On January 17, 2024, the Company announced an arrangement with its subsidiary Vizsla Royalties Corp. or ("Spinco"), referring to the newly formed legal entity, that will be created from the spin-off of Vizsla Silver, which holds a net smelter royalty (NSR) on the Panuco silver-gold project in Sinaloa, Mexico. Under the arrangement, Vizsla Silver shareholders received one new Vizsla Silver share, one-third of a Spinco share, and one-third of a Spinco warrant for each Vizsla Silver share held. As a result, Spinco ceased being a wholly owned subsidiary of Vizsla Silver.
The Arrangement was approved by shareholders on June 17, 2024, received court approval on June 19, and final TSX Venture Exchange ("TSX-V") approval on June 20, 2024. Spin out was completed on June 24, 2024.
Upon completion of the spin out arrangement, the Company retained
On July 29, 2024, Spinco completed the non-brokered private placement, raising gross proceeds of $
On July 29, 2024, Vizsla Silver recorded a total of $
On August 6, 2024,
The Company still intends to make an additional $
Page | 17
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
In addition, Viszla Silver recorded a total of $
In accordance with IFRIC 17, the Company recorded a total gain of $
The fair value of Spinco's warrants granted in the year ended April 30, 2025, was calculated as of the grant date using the Black-Scholes pricing model with the following assumptions:
| Risk Free Interest Rate | |
| Expected Dividend Yield | |
| Expected Volatility | |
| Expected Term in Years |
As of April 30, 2025, the Company holds a
As a result, the Company recorded a share of loss in associate of $
| |
Ownership | Addition of an associate |
Share of loss of an associate |
Deemed disposal gain (1) |
Balance | ||||||||||
| % | $ | $ | $ | $ | |||||||||||
| April 30, 2024 | |||||||||||||||
| April 30, 2025 | ( |
) |
(1) During the year ended April 30, 2025, Spinco raised cash of which the Company was not a part of. As such, the result was analyzed as deemed disposal gain since there was a dilution in the ownership percentage without the loss of significant influence with an increase in cash, which becomes attributable to the Company.
Page | 18
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
6. Exploration and Evaluation assets
a) Canam Alpine Ventures Ltd. - Panuco-Copala Property
On November 5, 2019, under a share exchange agreement dated September 13, 2019, the Company acquired all common shares of Canam Alpine Ventures Ltd. ("Canam"), a private British Columbia company. Canam owns two Mexican subsidiaries: Minera Canam S.A. de C.V. and Operaciones Canam Alpine S.A. de C.V. (disposed of on April 30, 2025). The Company agreed to pay $
- Milestone 1: Issuance of
- Milestone 2: Issuance of
The Company issued
Additionally, Canam entered into option agreements with Minera Rio Panuco S.A. de C.V. ("Panuco") on August 8, 2019, and Silverstone Resources S.A. de C.V. ("Copala") on September 9, 2019. The Panuco agreement requires $
Under the Amending Agreement, Vizsla and Panuco have accelerated the exercise of Vizsla's option on the Panuco Property. Upon closing, Vizsla will acquire
- $
- $
The Panuco Property includes the royalty-free Napoleon vein corridor.
Under the Copala Exercise Notice, Vizsla and Copala have accelerated the exercise of Vizsla's option on the Copala Property. According to the definitive agreement signed on July 20, 2021, Vizsla will acquire
- $
Page | 19
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
Costs related to the properties summarized as follows:
| Balance | Additions | Balance | Additions | Balance | |||||||||||
| April 30, 2023 | April 30, 2024 | April 30, 2025 | |||||||||||||
| Acquisition costs | $ | $ | $ | $ | $ | ||||||||||
| Cash | |||||||||||||||
| Effective settlement of loans receivables | |||||||||||||||
| Shares | |||||||||||||||
| Subtotal | |||||||||||||||
| Balance | Additions | Balance | Additions | Balance | |||||||||||
| April 30, 2023 | April 30, 2024 | April 30, 2025 | |||||||||||||
| Exploration and evaluation expenses | $ | $ | $ | $ | $ | ||||||||||
| Assays and analysis | |||||||||||||||
| Drilling | |||||||||||||||
| Engineering | |||||||||||||||
| Geological | |||||||||||||||
| Land, water use, and claims | |||||||||||||||
| Project development | |||||||||||||||
| Site administration | |||||||||||||||
| Test mine | |||||||||||||||
| Subtotal | |||||||||||||||
| Effect of change in exchange rate | ( |
) | |||||||||||||
| Total | |||||||||||||||
The Company created a
On June 24, 2024, the Company completed the arrangement to spin out Vizsla Royalties Corp. to shareholders under the Business Corporations Act (British Columbia) (Note 5).
b) Acquisition of El Richard - San Enrique claims
The Company entered into an asset purchase agreement (the "APA") dated March 5, 2024, with Inca Azteca Gold S.A.P.I. de C.V. ("Inca Azteca Gold") and the Company's wholly owned subsidiary, Minera Canam, S.A. de C.V. ("Minera Canam") pursuant to which the Company agreed to acquire, through Minera Canam, all of Inca Azteca Gold's right, title and interest in and to the mineral concessions (the "Acquisition"). The Acquisition includes two large claims comprising 10,667 hectares (the "El Richard - San Enrique claims" or "San Enrique prospect") located south and partially adjacent to the Company's Panuco project (the "Panuco Project" or "Panuco"). The San Enrique prospect is situated along the highly prospective Panuco - San Dimas corridor.
Page | 20
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
Pursuant to the APA, the Company has agreed to issue an aggregate of $
On May 3, 2024, the Company issued to the Inca Azteca Gold
The consideration shares are subject to a four-month hold period pursuant to applicable Canadian securities laws and Inca Azteca Gold has agreed to voluntary resale restrictions, whereby
c) Acquisition of Goanna Resources, S.A.P.I. de C.V (La Garra claims)
The Company has entered into an agreement to acquire the past-producing La Garra-Metates district ("La Garra") situated in the heart of the silver-gold-rich Panuco - San Dimas corridor. As of April 30, 2025, the transaction was completed.
The Company entered into a share purchase agreement (the "SPA") dated March 27, 2024, with Exploradora Minera La Hacienda S.A. de C.V. and Manuel de Jesus Hernandez Tovar (collectively, the "Sellers") pursuant to which they agreed to acquire (the "Acquisition") all of the outstanding shares of Goanna Resources, S.A.P.I. de C.V. ("Goanna Resources"), a private Mexican corporation, from the Sellers. Goanna Resources is the owner of the La Garra-Metates District. Pursuant to the SPA, the Company has agreed to make cash payments in an aggregate of $
Page | 21
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
Cash Payments will be made, and the La Garra consideration shares will be issued over a period of 24 months from closing. On October 7, 2024, the Company and the Sellers agreed to establish this date as the effective date for the La Garra considerations shares ("effective date") and an updated payment schedule for the Cash Payments changing the timing of them to start on October 30, 2024 and the subsequent payments to happen in the same schedule originally set up.
| Cash | Shares | |||||
| US$ | # | |||||
| Signing of nonbinding LOI (i) | ||||||
| Closing of the transaction (ii) | ||||||
| October 30, 2024 (iii) | ||||||
| 3 months from effective date (iv) | ||||||
| January 30, 2025 (v) | ||||||
| 6 months from effective date | ||||||
| April 30, 2025(vi) | ||||||
| 9 months from effective date(vii) | ||||||
| July 30, 2025 | ||||||
| 12 months from effective date | ||||||
| October 30, 2025 | ||||||
| 15 months from effective date | ||||||
| January 30, 2026 | ||||||
| 18 months from effective date | ||||||
| July 30, 2026 | ||||||
| 24 months from effective date | ||||||
i. Paid on January 18, 2024.
ii. Issued on October 16, 2024.
iii. Paid on October 25, 2024.
iv. Issued on January 16, 2025.
v. Paid on January 22, 2025.
vi. Paid on April 24, 2025.
vii. Issued on July 16, 2025.
For accounting purposes, the acquisition is recorded as an asset acquisition as Goanna Resources did not meet the definition of a business, as defined in IFRS 3 - Business Combinations.
The Consideration Shares are fair valued. DLOM is based on the risk arising from the restricted holding period set out on the Acquisition. The share price is derived from the market price on the effective date, October 7, 2024, of $
The Company has made two payments up to April 30, 2025, in connection with the tenement taxes owed to Governmental Entities: $
Page | 22
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
Costs related to the properties summarized as follows:
| Balance | Additions | Balance | Additions | Balance | |||||||||||
| 30-Apr-23 | 30-Apr-24 | 30-Apr-25 | |||||||||||||
| Acquisition costs | $ | $ | $ | $ | $ | ||||||||||
| Cash | |||||||||||||||
| Shares | |||||||||||||||
| Transaction cost | |||||||||||||||
| Subtotal | |||||||||||||||
| Balance | Additions | Balance | Additions | Balance | |||||||||||
| 30-Apr-23 | 30-Apr-24 | 30-Apr-25 | |||||||||||||
| Exploration costs | $ | $ | $ | $ | $ | ||||||||||
| Land and reclamation fees | |||||||||||||||
| Subtotal | |||||||||||||||
| Effect of change in exchange rate | |||||||||||||||
| Total |
The Company's Exploration and Evaluation assets consist of the Panuco-Copala, La Garra, and the El Richard and San Enrique and others. Costs related to the properties can be summarized as follows:
| Panuco - Copala |
La Garra | El Richard and San Enrique |
Others | Total | |||||||||||
| Cost | |||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||
| As at April 30, 2023 | |||||||||||||||
| Additions | |||||||||||||||
| Effect of change in exchange rate | |||||||||||||||
| As at April 30, 2024 | |||||||||||||||
| Additions | |||||||||||||||
| Effect of change in exchange rate | ( |
) | ( |
) | ( |
) | |||||||||
| As at April 30, 2025 |
7. Related Party Transactions
During the years ended April 30, 2025, and 2024, the Company has the following related party transactions:
(a) The Company has incurred $
(b) The Company has incurred $
(c) The Company has paid $
(d) The Company has granted
Page | 23
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
(e) The Company has granted
(f) As of April 30, 2025, $
These transactions are in the normal course of operations and have been valued in these consolidated financial statements at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
8. Share Capital
a) Authorized
Unlimited number of common shares with no par value.
b) Issued and outstanding
As at April 30, 2025,
During the year ended April 30, 2025, the Company issued common shares of the Company as follow:
On September 19, 2024, the Company completed the bought deal public offering of
During the year ended April 30, 2025, the Company completed numerous At-the-Market Offerings ("ATM") for a total of
Cash commissions to the underwriters of the transactions for a total of $
On May 8, 2024, the Company issued
During the year ended April 30, 2025, the Company issued
Page | 24
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
During the year ended April 30, 2024, the Company issued common shares of the Company as follow:
On February 21, 2024, the Company entered into an agreement with PI Financial Corp. as sole bookrunner and lead underwriter, on its own behalf and on behalf of a syndicate of underwriters (the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a "bought deal" basis,
The Company agreed to grant the Underwriters an option to cover over-allotments (the "Over- Allotment Option"), which will allow the Underwriters to purchase up to an additional
The Company paid the underwriter a cash commission equal to
c) Escrow shares
As of April 30, 2025, the Company has
d) Warrants
As of April 30, 2025, the Company has
During the year ended April 30, 2025:
During the year ended April 30, 2025,
The weighted average market price on the warrant exercise date is $
Page | 25
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
During the year ended April 30, 2024:
During the year ended April 30, 2024,
A summary of the Company's warrant activity is as follows:
| April 30, 2025 | April 30, 2024 | |||||||||||
| Number of warrants |
Weighted average exercise price |
Number of warrants |
Weighted average exercise price |
|||||||||
| # | $ | # | $ | |||||||||
| Warrants outstanding, beginning of the year | ||||||||||||
| Issued | ||||||||||||
| Exercised | ( |
) |
(1.90 |
) |
( |
) | ( |
) | ||||
| Expired | ( |
) |
(1.57 |
) |
||||||||
| Warrants outstanding, end of the year | ||||||||||||
The following warrants were outstanding and exercisable on April 30, 2025:
| Expiry date | Exercise price (1) | Number of warrants outstanding and exercisable |
||||
| $ | # | |||||
| February 28, 2026 |
(1) According to the Arrangement with Vizsla Royalties on June 24, 2024 (Note 5), each Vizsla Silver Warrant was exchanged for one Vizsla Silver Replacement Warrant with the exercise price being adjusted accordingly.
As at April 30, 2025, the weighted average remaining contractual life for outstanding warrants is
The fair value of the broker warrants granted in the year ended April 30, 2024, was calculated as of the grant date using the Black-Scholes pricing model with the following assumptions:
| Risk Free Interest Rate | |
| Expected Dividend Yield | |
| Expected Volatility | |
| Expected Term in Years |
During the year ended April 30, 2025, the Company recorded fair value of $
e) Options
The Company has adopted a Stock Option Plan pursuant to which options may be granted to directors, officers, and consultants of the Company. Under the terms of the Plan, the Company can issue a maximum of
Page | 26
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
During the year ended April 30, 2025, the Company:
On June 12, 2024, the Company granted
During the year ended April 30, 2025,
The weighted average market price on the options exercise date is $
During the year ended April 30, 2024, the Company:
On May 19, 2023, the Company granted
On November 15, 2023, the Company has granted
On December 18, 2023, the Company has granted
During the year ended April 30, 2024,
A summary of the Company's stock option activity during the year ended April 30, 2025 and 2024, is as follows:
| April 30, 2025 | April 30, 2024 | |||||||||||
| Number of options |
Weighted average exercise price |
Number of options |
Weighted average exercise price |
|||||||||
| # | $ | # | $ | |||||||||
| Options outstanding, beginning of the year | ||||||||||||
| Issued | ||||||||||||
| Cancelled | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Exercised | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Options outstanding, end of the year | ||||||||||||
| Options exercisable, end of the year | ||||||||||||
Page | 27
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
A summary of the Company's stock options outstanding and exercisable as of April 30, 2025, is as follows:
| Expiry date | Exercise price | Adjusted exercise price |
Adjusted exercise price (1) |
Number of Options outstanding |
Number of Options exercisable |
||||||||||
| $ | $ | $ | # | # | |||||||||||
| June 29, 2025 | |||||||||||||||
| August 6, 2025 | |||||||||||||||
| December 1, 2025 | |||||||||||||||
| December 18, 2025 | |||||||||||||||
| January 12, 2026 | |||||||||||||||
| February 17, 2026 | |||||||||||||||
| June 22, 2026 | |||||||||||||||
| July 12, 2026 | |||||||||||||||
| July 27, 2026 | |||||||||||||||
| September 24, 2026 | |||||||||||||||
| February 1, 2027 | |||||||||||||||
| June 2, 2027 | |||||||||||||||
| February 10, 2028 | |||||||||||||||
| May 19, 2028 | |||||||||||||||
| November 15, 2028 | |||||||||||||||
| February 27, 2029 | |||||||||||||||
| June 12, 2029 | |||||||||||||||
(1) According to the Arrangement with Vizsla Royalties on June 24, 2024, each Vizsla Silver Option was exchanged for one Vizsla Silver Replacement Option with the exercise price being adjusted accordingly. The change in the fair value of the options upon replacement was in the amount of $
A summary of the Company's assumptions used in the Black-Scholes option pricing model to calculate the fair value of the options granted is as follows:
| April 30, 2025 | April 30, 2024 | |||||
| Risk Free Interest Rate | ||||||
| Expected Dividend Yield | ||||||
| Expected Volatility | ||||||
| Expected Term in Years |
The Company recorded a fair value of $
f) Restricted shares units ("RSU")
As of April 30, 2025, the Company has
Page | 28
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
During the year ended April 30, 2025:
On June 12, 2025 the Company granted
The fair value of each RSU is $
During the year ended April 30, 2025, a total of
During the year ended April 30, 2024:
On April 1, 2024, the Company granted
The Company can settle each vested RSUs with cash, shares, or a combination of cash and shares at the Company's discretion.
The fair value of each RSU is $
A summary of the Company's RSU activity is as follows:
| April 30, 2025 | April 30, 2024 | |||||||||||
| Number of RSUs |
Weighted average exercise price |
Number of RSUs |
Weighted average exercise price |
|||||||||
| # | $ | # | $ | |||||||||
| RSUs outstanding, beginning of the year | ||||||||||||
| Issued | ||||||||||||
| Exercised and converted to shares | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Cancelled | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| RSUs outstanding, end of the year | ||||||||||||
Page | 29
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
The following RSUs were outstanding and exercisable on April 30, 2025:
| Grant date | Exercise price | Number of RSUs outstanding |
Number of RSUs exercisable |
||||||
| $ | # | # | |||||||
| 10-Feb-23 | |||||||||
| 01-Apr-24 | |||||||||
| 12-Jun-24 | |||||||||
For the year ended April 30, 2025, the Company has recognized a share-based compensation of $
g) Shares to be issued
During the year ended April 30, 2025:
In relation to the acquisition of La Garra claims, the Company has agreed to make cash payments in an aggregate of US$
During the year end 2025, the Company has issued to Exploradora Minera La Hacienda S.A. de C.V. and Manuel de Jesus Hernandez Tovar
During the year ended April 30, 2024:
In relation to the acquisition of El Richard - San Enrique claims, the Company agreed to issue an aggregate of US$
On May 3, 2024, the Company issued to the Inca Azteca Gold
Page | 30
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
9. Reclassification of prior year amounts
To conform to the current year's presentation, the following prior-year net loss and comprehensive loss amounts have been reclassified (reduced/increased) in the comparative 2024 figures:
A decrease General and Administrative expenses by $
- $
- $
This reclassification reflects a change in the classification of certain costs determined to be not directly attributable to operational activities. It does not affect net loss for the year and comprehensive loss, loss per share, or cash flow from operating activities.
10. Financial Instruments
Fair value of financial instruments
The Company applied the following fair value hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value into three levels:
The three levels are defined as follows:
- Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
- Level 2 - inputs to valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for the full term of the financial instrument.
- Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The Company's financial instruments are cash and cash equivalents, short-term investments, other receivables, due to related party, and accounts payable and accrued liabilities. All these financial instruments are carried on the consolidated statements of financial position at amortized cost except investments, which are carried at fair value through profit or loss using a level 2 fair value measurement (Note 5).
The Company's financial instruments are exposed to certain financial risks, including liquidity risk, credit risk and interest rate risk.
Liquidity risk
Liquidity risk is the risk that the Company will not meet its financial obligations as they become due. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at April 30, 2025, the Company had a cash and cash equivalents balance of $
Page | 31
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
Market risk
Market risk is the risk that changes in market prices will affect the Company's earnings or the value of its financial instruments. Market risk is comprised of commodity price risk and interest rate risk. The objective of market risk management is to manage and control exposures within acceptable limits, while maximizing returns. The Company is not exposed to significant market risk.
Interest rate risk
Interest rate risk is the risk that the fair values and future cash flows and short-term investments of the Company will fluctuate because of changes in market interest rates. The average interest rate earned by the Company during the year ended April 30, 2025 on its cash and cash equivalents and short-term investments was
Foreign currency risk
Foreign currency risk is the risk that a variation in exchange rates between the Canadian dollar, United States dollar, and Mexican Peso will affect the Company's operations and financial results. The Company and its subsidiaries are exposed to foreign currency risk to the extent that it has monetary assets and liabilities denominated in foreign currencies.
The Company measures the effect on total assets or total receipts of reasonably foreseen changes in interest rates and foreign exchange rates. The analysis is used to determine if these risks are material to the financial position of the Company.
Price risk
This risk relates to fluctuations in commodity and equity prices. The Company closely monitors commodity prices of precious and base metals, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company. Fluctuations in pricing may be significant.
Credit risk
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered with the Company. The Company is exposed to credit-related losses in the event of non-performance by the counterparties. The carrying amounts of financial assets best represent the maximum credit risk exposure at the reporting date. Cash and cash equivalents are held with reputable banks in Canada. The long-term credit rating of these banks, as determined by Standard and Poor's, was A+. As at April 30, 2025, the cash on deposit at these institutions was more than federally insured limits. However, management believes credit risk is low given the good credit ratings of the banks.
Page | 32
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
11. Capital Management
The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business.
The Panuco-Copala property in which the Company currently has an interest are in the exploration stage, as such the Company has historically relied on the equity markets to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.
The capital structure of the Company consists of shareholders' equity, comprising issued capital and deficit. The Company is not exposed to any externally imposed requirements. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
12. Segment Information
The Company has one operating segment, principally mineral exploration, evaluation and development.
Geographic Information
The Company's non-current assets by location of assets are as follows:
| April 30, 2025 | April 30, 2024 | |||||
| $ | $ | |||||
| Canada | ||||||
| Mexico | ||||||
Page | 33
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
13. Supplemental Cash Flow
The following table summarizes changes in non-cash working capital items in operating activities:
| April 30, 2025 | April 30, 2024 | |||||
| $ | $ | |||||
| Accounts payable and accrued liabilities | ( |
) | ||||
| Due to related parties | ( |
) | ||||
| Taxes receivable | ( |
) | ||||
| Other receivable | ( |
) | ||||
| Prepaid expenses | ( |
) | ||||
| ( |
) |
| Note | April 30, 2025 | April 30, 2024 | |||||||
| $ | $ | ||||||||
| Share issuance costs - finders warrants | |||||||||
| Shares issued pursuant to property acquisition | 8d | ||||||||
| Shares to be issued pursuant to property acquisition | 8f | ||||||||
| Shares issued for RSUs | 8g |
14. Income Tax
The following table reconciles the expected income taxes expense (recovery) at the Canadian statutory income tax rates to the amounts recognized in the consolidated statements of loss and comprehensive loss for the years ended April 30, 2025, and 2024:
| 2025 | 2024 | |||||
| $ | $ | |||||
| Net loss before tax | ( |
) | ( |
) | ||
| Statutory tax rate | ||||||
| Expected income recovery | ( |
) | ( |
) | ||
| Change in deferred tax assets not recognized | ( |
) | ||||
| Share issuance costs | ( |
) | ( |
) | ||
| Foreign exchange | ( |
) | ||||
| Change in estimate | ( |
) | ||||
| Gain on spin out arrangement | ( |
) | ||||
| Non-deductible items and other | ||||||
| Total income tax expense (recovery) |
Page | 34
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
The deferred taxes assets and liabilities reflect the tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax values. The recognized deferred tax liability and assets as at April 30, 2025, and 2024 are comprised of the following:
| 2025 | 2024 | |||||
| $ | $ | |||||
| Non-capital loss carryforwards | ||||||
| Property and equipment | ||||||
| Exploration and evaluation assets | ( |
) | ( |
) | ||
| Net deferred tax asset (liability) |
The unrecognized deductible temporary differences as at April 30, 2025, and 2024 are comprised of the following:
| 2025 | 2024 | |||||
| $ | $ | |||||
| Non-capital loss carryforwards | ||||||
| Property, plant, and equipment | ||||||
| Equity investments | ||||||
| Intangible assets | ||||||
| Financing costs | ||||||
| Foreign exchange | ||||||
| Capital Loss | ||||||
| Total unrecognized deductible temporary differences |
The Company has non-capital loss carry forwards of approximately $
| Expiry | $ |
| 2045 | |
| 2044 | |
| 2043 | |
| 2042 | |
| 2041 | |
| 2040 | |
| 2039 | |
| 2038 | |
| 2037 | |
| 2036 | |
| 2035 | |
| 2034 | |
| 2033 | |
| 2032 | |
| Total |
Page | 35
| Notes to the Consolidated Financial Statements |
For the year ended April 30, 2025 and 2024 | |
(Presented in Canadian dollars except number of shares, options and per share amounts, unless otherwise noted) |
15. Subsequent Events
a) Exercise and grant of warrants, options, and RSUs subsequently
Subsequent to April 30, 2025, a total of
On May 1, 2025 the Company announces that, pursuant to the Company's Omnibus Equity Incentive compensation plan, it has granted
b) ATM capital raises
Subsequent to April 30, 2025, the Company conducted a series of financings through its existing ATM facility. As a result, a total of
c) Santa Fe acquire land package including a producing mine along trend and immediately south of Panuco
On May 15, 2025, the Company has acquired the Santa Fe Project, including both production and exploration concessions, comprising 12,229 Ha located to the south of the Company's flagship Panuco project for a combination of cash and shares. The Santa Fe Project benefits from permitted on-site production infrastructure including an operating 350 tonne per day ("tpd") mill situated along the highly prospective Panuco - San Dimas corridor and is covered 100% with LiDAR and high-resolution aero-magnetic and radiometric surveys.
d) US$100 Million bought deal financing
On June 26, 2025, the Company completed the bought deal public offering of
On July 14, 2025 the Company completed to the underwriters an over-allotment option, exercisable at the offering price for a period of 30 days after and including the closing date of the offering, to purchase up to an additional
Page | 36