Rupert Resources : financial statements for the ten months ended 31 December 2024
RUP.TO
RUPERT RESOURCES LTD.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE TEN MONTHS ENDED DECEMBER 31, 2024 AND TWELVE MONTHS ENDED FEBRUARY 29, 2024
(EXPRESSED IN CANADIAN DOLLARS)
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING
The accompanying consolidated financial statements of Rupert Resources Ltd. (the "Company") are the responsibility of management and the Board of Directors.
The consolidated financial statements have been prepared by management, on behalf of the Board of Directors, in accordance with the accounting policies disclosed in the notes to the consolidated financial statements. Where necessary, management has made informed judgments and estimates in accounting for transactions which were not complete at the reporting date. In the opinion of management, the consolidated financial statements have been prepared within acceptable limits of materiality and are in compliance with all applicable International Financial Reporting Standards.
Management has established processes, which are in place to provide it sufficient knowledge to support management representations that it has exercised reasonable diligence that (i) the consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of, and for the periods presented by, the consolidated financial statements; and (ii) the consolidated financial statements fairly present in all material respects the financial condition, financial performance and cash flows of the Company, as of the date of and for the years presented by the consolidated financial statements.
The Board of Directors is responsible for reviewing and approving the consolidated financial statements together with other financial information of the Company and for ensuring that management fulfills its financial reporting responsibilities. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process and the consolidated financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the consolidated financial statements together with other financial information of the Company for issuance to the shareholders.
Management recognizes its responsibility for conducting the Company's affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.
Independent Auditor's Report
To the Shareholders of Rupert Resources Ltd.:
Opinion
We have audited the consolidated financial statements of Rupert Resources Ltd. and its subsidiaries (the "Company"),
which comprise the consolidated statements of financial position as at December 31, 2024 and February 29, 2024, and the consolidated statements of loss and comprehensive loss, changes in capital and cash flows for the ten month period ended December 31, 2024 and the twelve month period ended February 29, 2024, 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, 2024 and February 29, 2024, and its consolidated financial performance and its consolidated cash flows for the ten month period ended December 31, 2024 and the twelve month period ended February 29, 2024 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.
Asset Retirement Obligation
Key Audit Matter Description
As described in Notes 2(i)(i) and 13 of the consolidated financial statements, the Company has recorded a provision for an asset retirement obligation. The calculation of this provision required management to estimate the value and timing of future costs, discounted to present value using an appropriate discount rate. For the ten month period ended December 31, 2024, management utilized experts to provide support in the assessment where appropriate.
This review incorporated the effects of any changes in management's anticipated approach to the restoration of the site for disturbances made to date and the impact of applicable regulations. This resulted in an increased extent of audit effort.
Audit Response
We responded to this matter by performing procedures in relation to the asset retirement obligation. Our audit work in relation to this included, but was not restricted to, the following:
Assessed the mathematical accuracy of management's calculation and assessed the appropriateness of the discount rate applied to calculate the net present value of the provision and compared the discount rate against available market data;
MNP LLP
1 Adelaide Street East, Suite 1900, Toronto ON, M5C 2V9
1.877.251.2922 T: 416.596.1711 F: 416.596.7894
Assessed management's process for review of the asset retirement obligation and tested key assumptions, including cost estimates used in management's rehabilitation model;
Evaluated the qualifications, competence, and objectively of management's external expert who produced inputs to the cost estimates;
Assessed the appropriateness and accuracy of the rehabilitation model and changes in the estimate against the prior year calculation;
Held discussions with the Company's legal counsel to assess if management's calculation is in accordance with existing laws and regulations;
Assessed the adequacy of the presentation and disclosures relating to the asset retirement obligation in the notes to the consolidated financial statements
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 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 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.
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.
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.
Toronto, Ontario March 27, 2025
Chartered Professional Accountants
Licensed Public Accountants
Rupert Resources Ltd.
Consolidated Statements of Financial Position (Expressed in Canadian Dollars)
As at December 31, 2024
As at February 29, 2024
ASSETS
Current assets
Cash and cash equivalents (note 5)
Marketable securities (note 6)
Prepaids and sundry receivables (note 7)
$
44,744,545 121,525
$
36,829,838 666,874
1,166,584 1,162,917
46,032,654 38,659,629
Non-current assets
Restricted cash (note 8)
Property, plant and equipment (note 9)
Right-of-use asset (note 10)
Exploration and evaluation assets (note 11)
1,401,038 1,363,082
7,336,196 8,281,507
- 153,678,600 $ 208,448,488
49,471 129,856,715 $ 178,210,404
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Amounts payable and accrued liabilities (notes 12 and 18)
Lease liability (note 14)
$
5,115,992 -
$
7,510,531 52,281
5,115,992 7,562,812
Non-current liabilities
Asset retirement obligation (note 13)
12,227,570 11,340,516
17,343,562 18,903,328
Shareholders' Equity
Share capital (note 15) Contributed surplus (note 15) Cumulative translation adjustment Equity portion of convertible debentures Deficit
269,212,328 228,950,501
7,649,820 7,971,472
3,838,675 1,484,167
75,700 (89,671,597)
75,700 (79,174,764)
191,104,926
Total liabilities and shareholders' equity
$ 208,448,488
159,307,076 $ 178,210,404
Nature of Operations (note 1) Commitments and Contingencies (note 21) Subsequent Events (note 22)
Approved on behalf of the Board:
(Signed) "Gunnar Nilsson" Director
(Signed) "Graham Crew"
The accompanying notes are an integral part of these consolidated financial statements.
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Director
Rupert Resources Ltd.
Consolidated Statements of Loss and Comprehensive Loss (Expressed in Canadian Dollars)
Ten Months Twelve Months
Ended Ended December 31, February 29, 2024 2024
Operating expenses
General and administrative expenses (note 16)
6,142,020
$
6,547,573
Share-based payments (notes 15 and 18)
1,701,012
1,336,373
Depreciation (notes 9 and 10)
50,060
205,633
Loss (gain) on sale of property (note 11)
31,951
(26,000)
Impairment of exploration and evaluation assets and
property, plant and equipment (notes 9 and 11)
3,282,230
-
Loss before other items
(11,207,273)
(8,063,579)
Gain on redemption of treasury bills (note 5)
756,228
1,151,126
Unrealized loss on marketable securities (note 6)
(542,901)
(1,397,860)
Interest income (note 5)
328,995
634,838
Accretion and interest expense (notes 13 & 14)
(267,262)
(4,418)
Foreign exchange gain (loss)
73,624
(382,064)
Other income
361,756
110,485
Net loss for the period
(10,496,833)
(7,951,472)
Other comprehensive gain (loss)
Item that will be reclassified subsequently to income
Exchange differences on translating foreign
operations
2,354,508
2,169,232
Comprehensive (loss) for the period
Basic and diluted net (loss) per share (note 17)
Weighted average number of common shares
outstanding - basic and diluted (note 17)
$
$ (8,142,325) $ (5,782,240)
$
(0.05) $
(0.04)
209,943,684
203,201,895
The accompanying notes are an integral part of these consolidated financial statements.
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Rupert Resources Ltd.
Consolidated Statements of Cash Flows (Expressed in Canadian Dollars)
Ten Months Twelve Months
Ended Ended December 31, February 29, 2024 2024
Operating activities Net loss for the period Adjustments for:
$ (10,496,833) $ (7,951,472)
Share-based payments
1,701,012
1,336,373
Unrealized loss on marketable securities
542,901
1,397,860
Depreciation
50,060
205,633
Exchange differences on translating foreign operations
220,551
567,567
Accretion and interest expense
266,989
4,418
Gain on sale of property
31,951
(26,000)
Impairment of exploration and evaluation assets and property, plant and equipment
3,282,230
-
Changes in non-cash working capital items:
Prepaids and sundry receivables
(3,667)
(46,495)
Amounts payable and accrued liabilities
166,556
583,430
(4,238,250)
(3,928,686)
Financing activities
Performance share units settled in cash
(101,269)
(173,786)
Proceeds from exercise of options
4,692,112
2,032,200
Proceeds from private placement and public offering
35,191,504
-
Share issuance costs
(2,169,880)
-
Lease liability payments
(54,013)
(70,892)
37,558,454
1,787,522
Investing activities
Expenditure on exploration and evaluation assets
(25,366,818)
(28,465,777)
Deposits for restricted cash
(14,928)
(7,908)
Purchase of property, plant and equipment, net of disposals
(23,751)
(3,054,605)
(25,405,497)
(31,528,290)
Net change in cash
7,914,707
(33,669,454)
Cash and cash equivalents, beginning of period
36,829,838
70,499,292
Cash and cash equivalents, end of period
$ 44,744,545
$ 36,829,838
Supplemental information:
Interest income
$
$
328,995
The accompanying notes are an integral part of these consolidated financial statements.
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634,838
Rupert Resources Ltd.
Consolidated Statements of Changes in Capital (Expressed in Canadian Dollars)
Share Capital
Cumulative Translation Adjustment
Contributed
Surplus Convertible Debentures Deficit
Total Balance, February 29, 2024
Private placement and public offering (note 15)
Share issue costs (note 15)
Shares issued for performance
share unit awards (note 15)
Stock options exercised (note 15)
Share-based payments (note 15)
Net income (loss) and comprehensive income (loss) for the period
$ 228,950,501
35,191,504
(2,169,880)
$
1,484,167 - - - - - 2,354,508
$
7,971,472 - -
$
75,700 - - -
$ (79,174,764)
- - -
$ 159,307,076 35,191,504 (2,169,880)
221,133
(322,402)
(101,269)
7,019,070 - (2,326,958) - - 4,692,112
2,327,708 - - 2,327,708
-
-
-
(10,496,833)
(8,142,325)
Balance, December 31, 2024
$ 269,212,328
$ $
3,838,675
$ $
7,649,820 7,758,519
$ $
75,700 75,700
$ (89,671,597)
$ 191,104,926
Balance, February 28, 2023
Shares issued for performance share unit awards (note 15) Stock options exercised (note 15) Share-based payments (note 15)
Net income (loss) and comprehensive income (loss) for the period
$ 225,288,990
(685,065)
$ (71,223,292)
$ 161,214,852
260,715
- - - 2,169,232
(434,501)
-
-
(173,786)
3,400,796
(1,368,596) - - 2,032,200
-
2,016,050 - - 2,016,050
-
-
-
(7,951,472)
(5,782,240)
Balance, February 29, 2024
$ 228,950,501
$
1,484,167
$
7,971,472
$
75,700
$ (79,174,764)
$ 159,307,076
The accompanying notes are an integral part of these consolidated financial statements.
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Rupert Resources Ltd.
Notes to Consolidated Financial Statements
Ten Months Ended December 31, 2024 and Twelve Months Ended February 29, 2024 (Expressed in Canadian Dollars)
1. Nature of Operations
Rupert Resources Ltd. (the "Company" or "Rupert") is a company incorporated under the laws of the Province of British Columbia. The Company is currently seeking out viable mineral exploration and evaluation opportunities and its primary projects located in Finland. The business of exploring for minerals involves a high degree of risk and there can be no assurance that planned exploration programs will result in profitable mining operations. The Company's primary office is The Canadian Venture Building, 82 Richmond St East, Suite 202, Toronto, Ontario M5C 1P1.
The Company's outstanding common shares trade on the Toronto Stock Exchange under the symbol RUP. As at December 31, 2024, an investor of the Company, Agnico Eagle Mines Limited, controlled 28,644,111 common shares of the Company or approximately 13.2% of the total common shares outstanding. To the knowledge of directors and officers of Rupert, the remainder of the Company's outstanding common shares are widely held. These holdings can change at any time at the discretion of the owner.
2. Material Accounting Policies
(a) Statement of Compliance
These consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board, effective for the Company's reporting for the ten months ended December 31, 2024 and twelve months ended February 29, 2024.
The Board of Directors approved the financial statements on March 27, 2025.
(b) Change in Year-End
On December 10, 2024, the Company changed its financial year-end from February 28 to December 31. The Company has changed its fiscal year end in order to better align the Company's financial disclosure and for operational and administrative efficiency. The change in year-end resulted in the Company filing a one-time, ten-month transition year covering the period March 1, 2024 to December 31, 2024. The information presented in these consolidated financial statements is for the ten months ended December 31, 2024, compared to the twelve months ended February 29, 2024. As such, The amounts presented in these financial statements are not entirely comparable.
(c) Basis of Consolidation
These consolidated financial statements incorporate the financial statements of the Company and its wholly owned subsidiaries (collectively "the Group"). Subsidiaries are entities controlled directly or indirectly by the Company. Control is the power to govern the financial and operating policies of an entity to obtain benefits from its activities. Subsidiaries are included in the consolidated financial statements from the date control is obtained until the date control ceases. The Company's subsidiaries are, Rupert Finland Oy and Rupert Exploration Finland Oy. Northern Aspect Resources Ltd. was dissolved during the twelve months ended February 29, 2024.
(d) Basis of Presentation
These consolidated financial statements have been prepared on a historical cost basis, except for financial instruments which are measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.
In the preparation of these consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the period. Actual results could differ from these estimates. Of particular significance are the estimates and assumptions used in the recognition and measurement of items included in note (o) below.
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Disclaimer
Rupert Resources Ltd. published this content on March 31, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on March 31, 2025 at 12:13 UTC.