Financial statements
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Condensed Consolidated Interim Financial Statements of AURION RESOURCES LTD. For the three and six months ended June 30, 2025 and 2024
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NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS The accompanying unaudited condensed consolidated interim financial statements of Aurion Resources Ltd. for the three and six months ended June 30, 2025 and 2024 have been prepared by and are the responsibility of the Company’s management. The Company’s independent auditors have not performed a review of these financial statements in accordance with the IFRS Accounting Standards issued by the International Accounting Standards Board (“IASB”).
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AURION RESOURCES LTD. Table of Contents PAGE Condensed Consolidated Interim Statements of Financial Position 1 Condensed Consolidated Interim Statements of Operations and Comprehensive Loss 2 Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity 3 Condensed Consolidated Interim Statements of Cash Flows 4 Notes to the Condensed Consolidated Interim Statements 5 -21
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AURION RESOURCES LTD. Condensed Consolidated Interim Statements of Financial Position (Expressed in Canadian Dollars - unaudited) As at As at June 30, December 31, Note 2025 2024 $ $ ASSETS CURRENT Cash 4,004,428 6,494,152 Reclamation deposit 71,661 71,661 Receivables 6 446,344 454,072 Prepaid expenses 278,786 396,649 Marketable securities 7 1,105,334 1,258,667 Total current assets 5,906,553 8,675,201 Exploration and evaluation assets 8 51,029,298 48,749,918 Investment in associate 9 15,867,303 14,712,248 Right-of-use asset 10 58,299 65,741 Property and equipment 11 113,406 102,443 Total assets 72,974,859 72,305,551 LIABILITIES CURRENT Trade payables and accrued liabilities 1,350,859 662,035 Joint Venture contribution payable 148,245 92,647 Lease liability 12 6,064 12,129 Performance share unit liability 13 173,168 135,501 Deferred share unit liability 13 2,346,742 1,892,876 Total current liabilities 4,025,078 2,795,188 NON-CURRENT Lease liability 12 55,861 55,860 Total non-current liabilities 55,861 55,860 Total Liabilities 4,080,939 2,851,048 SHAREHOLDERS' EQUITY 13 68,893,920 69,454,503 72,974,859 72,305,551 BASIS OF PREPARATION 2 SUBSEQUENT EVENT 16 AUTHORIZED FOR ISSUE ON BEHALF OF THE BOARD OF DIRECTORS ON August 26, 2025: "Dennis Clarke" Director " David Loveys" Director see accompanying notes to the condensed consolidated interim financial statements 1
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AURION RESOURCES LTD. Condensed Consolidated Interim Statements of Operations and Comprehensive Loss (Expressed in Canadian Dollars - unaudited) For the three For the three For the six For the six months ended months ended months ended months ended June 30, June 30, June 30, June 30, Note 2025 2024 2025 2024 $ $ $ $ EXPENSES Share-based payments 13 224,353 106,655 785,468 794,103 Wages and benefits 204,421 198,152 388,217 384,355 General and administrative 249,160 190,236 488,775 417,022 Professional fees 29,330 54,084 86,398 92,763 Depreciation 11 13,955 20,783 24,249 38,223 Accounting 39,932 35,073 51,937 43,411 Amortization of right-of-use assets 10 3,721 3,874 7,442 7,825 Consulting fees 69,501 69,000 139,001 143,000 Interest and bank charges 1,083 1,050 2,496 2,530 Interest on lease liabilities 12 1,876 789 3,753 896 (837,332) (679,696) (1,977,736) (1,924,128) Foreign exchange gain (loss) (7,781) 5,165 25,719 19,754 Interest and other income 35,267 47,709 82,950 127,197 Gain on sale of equipment - - 12,874 - Share of loss related to associate 9 (31,763) (137,707) (50,076) (376,892) Unrealized gain (loss) on marketable securities 7 29,667 (463,333) (153,333) (530,000) 25,390 (548,166) (81,866) (759,941) Net Loss for the Period (811,942) (1,227,862) (2,059,602) (2,684,069) Foreign currency translation 9 370,092 133,529 812,809 272,263 Comprehensive Loss for the Period (441,850) (1,094,333) (1,246,793) (2,411,806) Loss per Common Share - Basic and Diluted (0.005) (0.01) (0.01) (0.02) Weighted Average Number of Common Shares Outstanding - Basic and Diluted 149,560,708 132,459,318 149,242,490 132,459,318 see accompanying notes to the condensed consolidated interim financial statements 2
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AURION RESOURCES LTD. Condensed Consolidated Interim Statements of Changes in Shareholders' Equity (Expressed in Canadian Dollars - unaudited) Expired Stock Accumulated Other Number Contributed Share-based Options and Comprehensive of Shares Share Capital Warrants Surplus Payment Reserve Warrants Reserve Income Deficit Total Equity $ $ $ $ $ $ $ Balance, December 31, 2023 132,459,318 84,379,145 254,134 7,198,933 6,925,354 9,815,006 402,594 (44,621,178) 64,353,988 Loss for the six months ended June 30, 2024 (2,684,069) (2,684,069) Foreign currency translation adjustment - - - - - - 272,263 - 272,263 Share-based payments - stock options - - - - 70,487 - - - 70,487 Balance, June 30, 2024 132,459,318 84,379,145 254,134 7,198,933 6,995,841 9,815,006 674,857 (47,305,247) 62,012,669 Balance, December 31, 2024 148,889,283 92,614,932 387,434 7,198,933 4,517,492 12,760,097 829,506 (48,853,891) 69,454,503 Loss for the six months ended, June 30, 2025 (2,059,602) (2,059,602) Foreign currency translation adjustment - - - - - - 812,809 - 812,809 Exercise of stock options 75,000 67,800 - - (24,800) - - - 43,000 Expiry of stock options - - - - (7,243) 7,243 - - - Exercise of finders' warrants 635,042 603,266 (253,993) - - - - - 349,273 Expiry of finders' warrants - - (141) - - 141 - - - Share-based payments - stock options - - - - 293,937 - - - 293,937 Balance, June 30, 2025 149,599,325 93,285,998 133,300 7,198,933 4,779,386 12,767,481 1,642,315 (50,913,493) 68,893,920 see accompanying notes to the condensed consolidated interim financial statements 3
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AURION RESOURCES LTD. Condensed Consolidated Interim Statements of Cash Flows (Expressed in Canadian Dollars - unaudited) For the six For the six months ended months ended June 30, June 30, Note 2025 2024 $ $ OPERATING ACTIVITIES Net loss for the period (2,059,602) (2,684,069) Items not affecting cash: Share-based payments 13 785,468 794,105 Unrealized loss on marketable securities 7 153,333 530,000 Share of losses related to associate 9 50,076 376,892 Depreciation 11 24,249 38,223 Amortization of right-of-use asset 10 7,442 7,825 Interest on lease liabilites 12 3,753 896 Accrued interest income - (3,905) Changes in non-cash operating working capital 14 166,188 266,744 (869,093) (673,289) INVESTING ACTIVITIES Exploration and evaluation expenditures, net (1,717,392) (1,443,715) Contribution to associate (336,724) (1,431,015) Interest income received 86,241 67,897 Reclamation deposit - 7,514 Proceeds from sale of assets - 498 Purchase of property and equipment (35,212) - (2,003,087) (2,798,821) FINANCING ACTIVITIES Proceeds from issuance of share capital - net 13 392,273 - Repayment of lease liabilities (6,064) (8,032) Interest paid on lease liabilities 12 (3,753) (896) 382,456 (8,928) INCREASE (DECREASE) IN CASH (2,489,724) (3,481,038) CASH, BEGINNING OF PERIOD 6,494,152 5,768,561 CASH, END OF PERIOD 4,004,428 2,287,523 SUPPLEMENTAL CASH FLOW INFORMATION 14 see accompanying notes to the condensed consolidated interim financial statements 4
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AURION RESOURCES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025, and 2024 (Unaudited - expressed in Canadian Dollars) 5 1. DESCRIPTION OF BUSINESS Aurion Resources Ltd. (the “Company”) was incorporated under the Business Corporations Act (Alberta) on April 6, 2006, and was continued into British Columbia on August 10, 2018, under the Business Corporations Act (British Columbia). The Company was listed on the TSX Venture Exchange ( the “Exchange”) on October 3, 2008. The Company has its registered and records office at 130 Saddlehorn Drive, Kaleden, BC, Canada, and its principal office is 120 Torbay Road, Suite W220, St. John’s, Newfoundland and Labrador, Canada. The Company and its wholly owned subsidiaries are engaged in the evaluation, acquisition and exploration of mineral properties primarily in Finland. The Company plans to ultimately develop the properties, bring them into production, option or lease properties to third parties, or sell the properties outright. The Company has not determined whether these properties contain ore reserves that are economically recoverable and the Company is considered to be in the exploration stage. These condensed consolidated interim financial statements (the “financial statements”) for the six months ended June 30, 2025, were authorized for issuance by the Board of Directors of the Company on August 26, 2025. 2. BASIS OF PREPARATION Statement of compliance These financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). Basis of consolidation and presentation These financial statements reflect the financial position, results of operations and cash flows of the Company and its wholly owned subsidiaries: Aurion Resources (US) LLC (USA), Aurion Resources Oy (Finland) and FennoEx Oy (Finland). All inter-company transactions and balances have been eliminated upon consolidation. The financial statements of the Company have been prepared in accordance with IFRS Accounting Standards on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company does not have any proven economically recoverable reserves, has continuous losses, and, as at June 30, 2025, the Company had an accumulated deficit of $50,913,493 (December 31, 202 4 - $48,853,891). These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. The success of the Company and the recoverability of exploration costs are dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain financing to fund and complete the development of such reserves, the ability of the Company to satisfy obligations as they come due and upon future profitable production from the properties or proceeds from disposition. The Company’s ability to raise additional funds is dependent on favorable conditions in equity and alternative investment markets, which are volatile and subject to significant uncertainty.
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AURION RESOURCES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025, and 2024 (Unaudited - expressed in Canadian Dollars) 6 2. BASIS OF PREPARATION (Continued) The amounts shown as exploration and evaluation assets represent net costs to date, less write-offs and do not necessarily represent present or future values. Although the Company has taken steps to verify title to mineral properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements or transfers and may be affected by undetected defects. If the going concern assumption was not appropriate for these financial statements, adjustments would be necessary to the carrying value of assets and liabilities, the reported net loss and the statement of financial position classifications used. Basis of measurement These financial statements have been prepared on a historical cost basis, except for financial assets classified as at fair value through profit or loss, which are measured at fair value. Additionally, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information. Currency of presentation All amounts are expressed in Canadian dollars, unless otherwise stated. 3. MATERIAL ACCOUNTING POLICIES These financial statements should be read in conjunction with the Company’s annual consolidated financial statements and accompanying notes for the year ended December 31, 2024. These financial statements have been prepared using the same accounting polic ies as described in the Company’s December 31, 2024, consolidated financial statements. 4. CAPITAL MANAGEMENT The capital structure of the Company consists of capital and equity comprising share capital, warrants, reserves and deficit. 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 properties in which the Company has an interest are in the exploration stage; as such, the Company has historically relied on the equity markets to fund its activities. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geological or economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis which has remain ed unchanged since June 30, 2025. The Company is not subject to externally imposed capital requirements.
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AURION RESOURCES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025, and 2024 (Unaudited - expressed in Canadian Dollars) 7 5. FINANCIAL INSTRUMENTS Financial instruments recorded at fair value on the consolidated statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels: Level 1 – valuation based on quoted prices (unadjusted) observed in active markets for identical assets or liabilities Level 2 – valuation techniques based on inputs that are quoted prices or similar instruments in active markets; inputs other than quoted prices used in a valuation model that are observable for that instrument; and inputs that are derived principally from or corroborated by observable market data by correlation or other means Level 3 – valuation techniques with significant unobservable market inputs There have been no transfers between levels. As at June 30, 2025 Level 1 Level 2 Level 3 Total Financial assets $ $ $ $ Ma rketable securities 1,105,334 - - 1,105,334 Total financial assets 1,105,334 - - 1,105,334 As at December 31, 2024 Level 1 Level 2 Level 3 Total Financial assets $ $ $ $ Marketable securities 1,258,667 - - 1,258,667 Total financial assets 1,258,667 - - 1,258,667 As at June 30, 2025 Level 1 Level 2 Level 3 Total $ $ $ $ Financial liabilites Performance share unit liabilities - 173,168 - 173,168 Deferred share unit liabilities - 2,346,742 - 2,346,742 Total financial liabilities - 2,519,910 - 2,519,910 As at December 31, 2024 Level 1 Level 2 Level 3 Total $ $ $ $ Financial liabilites Performance share unit liabilities - 135,501 - 135,501 Deferred share unit liabilities - 1,892,876 - 1,892,876 Total financial liabilities - 2,028,377 - 2,028,377
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AURION RESOURCES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025, and 2024 (Unaudited - expressed in Canadian Dollars) 8 5. FINANCIAL INSTRUMENTS (Continued) Financial Risk Factors The Company has exposure to credit risk, liquidity risk and market risk. The Company’s Board of Directors has overall responsibility for the oversight of these risks and reviews the Company’s policies on an ongoing basis to ensure that these risks are appropriately managed, which are summarized below: Credit risk Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to receivables, which is mainly comprised of government tax refunds. Management believes that the credit risk concentration with respect to financial instruments included in the receivable s is not significant. The Company holds cash and invests it in interest bearing deposit accounts at its financial institution. Management believes that the associated credit risk for its invested cash is low. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. As at June 30, 2025, the Company had cash of $4,004,428 to settle current liabilities of $4,032,681. To the extent that the Company does not believe it has sufficient liquidity to meet its current obligations, the Board of Directors considers securing additional funds through equity or partnering transactions. Market risk Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates, and equity prices will affect the Company’s income or the value of its financial instruments. (a) Interest rate risk –The Company’s current policy is to invest excess cash in either interest bearing deposit accounts or Guaranteed Income Certificates (“GICs”) issued by i ts financial institutions. Management believes it has minimal exposure to interest rate risk. (b) Foreign exchange risk - The Company transacts certain business in Euro and U.S. Dollars and therefore is subject to foreign exchange risk on certain receivables, trade payables and cash balances. The Company attempts to mitigate these risks by managing its foreign exchange inflows and outflows. No hedging instruments have been used by the Company, however, depending upon the nature and level of future foreign exchange transactions, consideration may be given to the use of hedging instruments. The Company believes that it adequately manages its foreign exchange risk, and the risk is minimal. The following table shows the net exposures in US dollars and Euro at June 30, 2025. US$ Euro Cash and deposits 168,309 170,183 Receivables - 273,158 Trade payables - (586,694) Net currency exposure 168,309 (143,353)
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AURION RESOURCES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025, and 2024 (Unaudited - expressed in Canadian Dollars) 9 5. FINANCIAL INSTRUMENTS (Continued) Based on the above currency exposures, a 10% change in the value of each currency to the value of the Canadian dollar would impact the Company's net loss by: US$ Euro 16,831 (14,335) (c) Equity risk – The Company is exposed to market risk because of the fluctuating values of its publicly traded marketable securities. The Company has no control over these fluctuations and does not hedge its investments. Based on the value of the marketable securities at June 30, 2025, every 10% increase or decrease in the share prices of these companies would have impacted the loss for the year , up or down, by approximately $110,534 (December 31, 2024 - $125,867). 6. RECEIVABLES A summary of the Company’s receivables is as follows: June 30, December 31, 2025 2024 $ $ Harmoni zed sales tax receivable 15,924 15,966 Value added tax receivable 392,812 162,446 Accrued interest receivable - 57,739 Receivable from partners 37,608 217,921 446,344 454,072 7. MARKETABLE SECURITIES Marketable securities consist of common shares listed on an active market that have been received pursuant to mineral property option agreements (Note 8). Changes in marketable securities outstanding are as follows: June 30, December 31, $ $ Cost: Opening balance 3,529,935 4, 061,335 Disposals - (531,400) Ending balance 3,529,935 3,529,935 Fair Value Opening balance 1,258,667 2,380,833 Disposals - (611,809) Realized gain - 80,409 Unrealized loss (153,333) (590,766) Ending balance 1,105,334 1,258,667 20242025 The valuation of these shares has been determined in whole by reference to the closing price of the shares on the Exchange or the Canadian Securities Exchange (“CSE”) at each reporting period.
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AURION RESOURCES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025, and 2024 (Unaudited - expressed in Canadian Dollars) 10 8. EXPLORATION AND EVALUATION ASSETS As at June 30, 2025 Balance, Receipts Balance, Beginning of From Properties End of Property Year Additions Partners Written Down Year R isti 39,908,477 2,081,636 - - 41,990,113 Launi East 6,181,256 16,462 (1,041) - 6,196,677 Launi West 1,876,338 24,311 - - 1,900,649 Sadin 197,308 154,349 - - 351,657 Lapio 352,275 1,592 - - 353,867 Silasselka 220,323 2,071 - - 222,394 Other 13,941 26,156 (26,156) - 13,941 48,749,918 2,306,577 ( 27,197) - 51,029,298 As at December 31, 2024 Balance, Receipts Balance, Beginning of From Properties End of Property Year Additions Partners Written Down Year Risti 36,795,038 3,113,439 - - 39,908,477 Launi East 6,183,394 231,104 (233,242) - 6,181,256 Launi West 1,476,606 399,732 - - 1,876,338 Sadin 34,148 163,160 - - 197,308 Kuortis - - - - - Lapio 311,775 40,500 - - 352,275 Silasselka 105,792 114,531 - - 220,323 Other 13,941 169,748 (169,748) - 13,941 44,920,694 4,232,214 (402,990) - 48,749,918 (a) On August 13, 2015, the Company signed a binding letter agreement with B2Gold Corp. (“B2Gold”), granting B2Gold the right to earn up to an undivided 75% interest of a project in Finland. On January 18, 2016, a definitive option agreement with B2Gold was formalized. Pursuant to the terms of the option agreement, B2Gold could earn an initial 51% interest by completing $5,000,000 in exploration expenditures, paying the Company $50,000 cash, and issuing 550,000 B2Gold common shares. On August 13, 2019, the Company received a Notice of Exercise of Option from B2Gold confirming that B2Gold had fulfilled its obligations under the option agreement dated January 18, 2016, and that the option was deemed to be exercised. On August 14, 2019, the Company entered into a Shareholders Agreement (“Shareholders Agreement”) with
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AURION RESOURCES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025, and 2024 (Unaudited - expressed in Canadian Dollars) 11 8. EXPLORATION AND EVALUATION ASSETS (Continued) B2Gold for the management and operation of Fingold Ventures Ltd. (“Fingold”) which holds the Kutuvuoma, Ahvenjarvi, Sore-Eksy, Tepsa, Kiekerömaa, and Sinermanpalo properties. As of August 14, 2019, B2Gold held 51% and the Company held 49% of Fingold share capital. On October 18, 2021, B2Gold provided notice to the Company to exercise its option to acquire an additional 19% interest in Fingold, pursuant to the Shareholders Agreement of August 14, 2019, taking its total interest in Fingold to 70%. On December 7, 2021, the Company received notice from B2Gold that the option to acquire the additional 5% interest was terminated and the ownership interests of B2Gold and the Company in Fingold will remain at 70% and 30% respectively. Effective February 6, 2022, the B2Gold sole funding period ended, and the Company began contributing 30% to the cost of funding all programs and budgets. (b) On August 21, 2023, the Company signed a n option agreement with Kinross granting Kinross the right to earn up to an undivided 70% interest in the Launi East property by incurring a minimum of US$10,000,000 in exploration expenditures over seven years with US$2,000,000 being spent in the first two years of signing the agreement. (c) On March 19, 2025, the Company announced that it entered into an agreement with KoBold Exploration Finland Oy (“KoBold”), a wholly owned subsidiary of KoBold Metals Company, granting KoBold the right to earn an undivided 75% interest in a portion of the Company’s 100% owned Risti Property by incurring US$12,000,000 over five years with a commitment to spend US$1,000,000 in the first eighteen months. Following satisfaction of the earn-in requirements by KoBold, a joint venture will be established with KoBold owning 75% interest and the Company owning 25%. Should ownership interest in the joint venture be diluted below 10%, it will be converted to a 2% Net Smelter Returns Royalty. The Company will retain full ownership rights over areas within the project area where the predominant mineral in a discovery is gold or silver and will maintain the right to continue exploration activities in the project area during the earn-in and joint venture phases as long as it holds an ownership interest. 9. INVESTMENT IN ASSOCIATE The Company has a 30% equity interest (3,000 common shares) in Fingold which was incorporated on August 14, 2019, subsequent to B2Gold exercising its Option on August 13, 2019, pursuant to the Option Agreement entered into on January 18, 2016 (Note 8). On October 18, 2021, B2Gold exercise d its option to acquire an additional 19% interest in Fingold, taking its total interest in Fingold to 70%. On December 7, 2021, B2Gold terminated its option to acquire an additional 5% interest, leaving the ownership interests of B2Gold and the Company at 70% and 30% respectively. The B2Gold period of sole funding ended on February 6, 2022, and the Company began contributing 30% of capital to Fingold.
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AURION RESOURCES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025, and 2024 (Unaudited - expressed in Canadian Dollars) 12 9. INVESTMENT IN ASSOCIATE (Continued) As at As at June 30, 2025 December 31, 2024 $ $ Current assets 695,251 506,864 Non-current assets 52,241,392 48, 596,065 Current liabilities 45,635 62,101 Loss for the period 166,921 1,128,914 The Company's percent of ownership 30% 30% The following table is a reconciliation of the carrying value of the investment in Fingold: As at As at June 30, 2025 December 31, 2024 $ $ Opening balance 14,712,248 13,317,316 Investment in associate contribution paid or payable to associate 392,322 1,306,694 Proportionate share of loss (50,076) (338,674) Proportionate share of foreign currency translation 812,809 426,912 Ending balance 15,867,303 14,712,248 As of June 30, 2025, the Company is obliged to pay $148,245 (December 31, 2024 - $92,647) to fund its pro rata share of operating expenditures of the joint venture. 10. RIGHT-OF-USE ASSET The Company has one office lease for its corporate office space in St. John’s , NL. The Company entered into a new lease for this office space upon the expiration of the current lease on May 31, 2024. The new lease term is for five years expiring on May 31, 2029. The continuity of the ROU asset is as follows: $ ROU asset, opening balance 65, 741 6,584 Addition of new lease - 74,425 Less, depreciation of the ROU asset (7,442) (15,268) ROU asset, ending balance 58,299 65,741 December 31, 2024June 30, 2025 $
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AURION RESOURCES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025, and 2024 (Unaudited - expressed in Canadian Dollars) 13 11. PROPERTY AND EQUIPMENT As at As at Computers Furniture and Equipment Total Computers Furniture and Equipment Total $ $ $ $ $ $ Cost: Opening balance 280,068 457,397 737,465 280,068 467,348 747,416 Additions 12,844 22,368 35,212 - - - Disposals - (25,633) (25,633) - (9,951) (9,951) Ending balance 292,912 454,132 747,044 280,068 457,397 737,465 Depreciation: Opening balance 278,713 356,309 635,022 270,458 301,878 572,336 Additions 2,778 21,471 24,249 8,255 63,137 71,392 Disposals - (25,633) (25,633) - (8,706) (8,706) Ending balance 281,491 352,147 633,638 278,713 356,309 635,022 Carrying value: Opening balance 1,355 101,088 102,443 9,610 165,470 175,080 Ending balance 11,421 101,985 113,406 1,355 101,088 102,443 December 31, 2024June 30, 2025 12. LEASE LIABILITY The continuity for the lease liability is as follows: June 30, December 31, 2025 2024 $ $ Lease liability, opening balance 67,989 7,113 A ddition of new lease - 74,424 Less, lease payments (9,817) (18,746) Interest expense 3,753 5,198 Lease liability, ending balance 61,925 67,989 Less, current portion of lease liability (6,064) (12,129) N on-current portion of lease liability 55,861 55,860
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AURION RESOURCES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025, and 2024 (Unaudited - expressed in Canadian Dollars) 14 13. SHAREHOLDERS’ EQUITY Share Capital Authorized An unlimited number of common shares with no par value, and An unlimited number of preferred shares issuable in series. Between March 13, 2025, and March 31, 2025, the Company issued a total of 212,015 shares pursuant to the exercise of warrants at a price of $0.55 per share for gross proceeds of $116,608. Between April 1, 2025, and April 11, 2025, the Company issued a total of 423,027 shares pursuant to the exercise of warrants at a price of $0.55 per share for gross proceeds of $232,665. On April 17, 2025, the Company issued 75,000 shares pursuant to the exercise of stock options at exercise prices of $0.50, $0.57 and $0.65 per share for gross proceeds of $43,000. Issued during the year ended December 31, 2024: On August 7, 2024, the Company completed a best efforts, marketed private placement and a non- brokered private placement, for an aggregate of 16,429,965 common shares of the Company at a price of $0.55 per common share for gross proceeds of $9,036,481. Under the marketed private placement, a total of 14,545,445 common shares were issued at a price of $0.55 for gross proceeds of $8,000,000. The marketed private placement was led by Red Cloud Securities Inc (“Red Cloud”) on behalf of a syndicate of agents (the “Agents”). In consideration of their services, the Agents received a cash commission of $447,780, equal to 6% of the gross proceeds, other than in respect to select purchasers, in which case such cash commission was reduced to 3%. Additionally, the Agents received 814,145 broker warrants, a number equal to 6% of the number of common shares issued under the marketed private placement, and other than in respect of select purchasers, in which case the number of broker warrants was reduced to 3%. The broker warrants are exercisable at a price of $0.55 per common share for a period of two years. The fair value of the broker warrants granted was estimated at $ 133,300 ($0.16 per warrant) based on the Black -Scholes pricing model, with the following assumptions: risk-free interest rate of 4.00%, volatilit y of 58%, dividend yield of 0%, forfeiture rate of 0% and an expected life of two years. The Company incurred other costs of $ 219,615 in cash for total share issuance costs in connection with the brokered and non-brokered private placement of $667,395. Under the non-brokered financing, a total of 1,884,510 common shares were issued for gross proceeds of $1,036,482. The non- brokered financing was fully subscribed by Kinross who exercised their pro rata right granted pursuant to a prior financing to maintain a 9.98% interest in the issued and outstanding shares of the Company. Preferred shares The preferred shares which have been authorized may be issued in one or more series and the directors are authorized to fix the number of shares in each series and to determine the designation, rights, privileges, restrictions and conditions attached to the shares of each series. No preferred shares have been issued from incorporation to June 30, 2025.
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AURION RESOURCES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025, and 2024 (Unaudited - expressed in Canadian Dollars) 15 13. SHAREHOLDERS’ EQUITY (Continued) Deferred Share Units The Company has a Deferred Share Unit Plan (“DSU Plan”) under which DSUs may be granted to directors, officers and employees of the Company. The purpose of the Company’s DSU Plan is to advance the interests of the Company by: (i ) aligning the interests of directors, officers and employees with the interests of the shareholders; (ii) encouraging directors, officers and employees to remain associated with the Company; and (iii) furnishing directors, officers and employees with an a dditional incentive in their efforts on behalf of the Company. DSUs are redeemable upon departure from the Company, at the holder’s option, and will be settled in cash. The fair value of DSUs granted will be recorded as a liability, the value of which on any particular date being equal to the market value of the Company shares. Changes in DSUs outstanding are as follows: Granted Vested Granted Vested Opening balance 3,682,470 2,482,627 3,085,316 1,732,467 Granted 307,705 257,092 597,154 - Vested - - - 750,160 Ending balance 3,990,175 2,739,719 3,682,470 2,482,627 June 30, 2025 December 31, 2024 During the six months ended June 30, 2025, the Company recognized $453,865 in share-based payment expense relating to DSUs outstanding (December 31, 2024 - $735,132) with an offset recorded in deferred share unit liability. As a result of DSUs marked to market at June 30, 2025, the total DSU liability was $2,346,742 (December 31, 2024 - $1,892,876) The following is a summary of DSUs granted to officers, directors and employees for the six months ended June 30, 2025: # DSUs Market Grant date granted value* Vesting details 31-Mar-25 152,777 0.72 $ 1/3 on each of first, second and third anniversaries of grant 30-Jun-25 154,928 0.71 $ 1/3 on each of first, second and third anniversaries of grant 307,705 * Volume weighted average trading price for 5 days prior to grant date used in determination of DSU awards
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AURION RESOURCES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025, and 2024 (Unaudited - expressed in Canadian Dollars) 16 13. SHAREHOLDERS’ EQUITY (Continued) The following is a summary of DSUs granted to officers, directors and employees for the year ended December 31, 2024: # DSUs Market Grant date granted value* Vesting details 31-Mar-24 139,344 0.61 $ 1/3 on each of first, second and third anniversaries of grant 30-Jun-24 141,666 0.60 $ 1/3 on each of first, second and third anniversaries of grant 30-Sep-24 183,332 0.60 $ 1/3 on each of first, second and third anniversaries of grant 31-Dec-24 132,812 0.64 $ 1/3 on each of first, second and third anniversaries of grant 597,154 * Volume weighted average trading price for 5 days prior to grant date used in determination of DSU awards Performance Share Units The Company has a Performance Share Unit Plan (“ PSU Plan”) under which PSUs may be granted to directors, officers, employees, and consultants of the Company. The purpose of the Company’s PSU Plan is to advance the interests of the Company by providing a cash bonus to participants in the event of a change of control of the Company. PSUs are redeemable upon a change of control of the Company and will be settled in cash prior to the expiry date specified in the PSU agreement . The fair value of P SUs granted will be recorded as a liability, the value of which on any particular date being equal to the market value of the Company shares. Changes in PSUs outstanding are as follows: Granted Vested Granted Vested Opening balance 1,657,868 995,956 1,657,868 443,333 Granted 486,110 - - - Vested - - - 552,623 Ending balance 2,143,978 995,956 1,657,868 995,956 June 30, 2025 December 31, 2024 The following is a summary of PSUs granted to officers, directors and employees for the three months ended March 31, 2024: # PSUs Market Grant date granted value* Vesting details 31-Mar-25 486,110 0.72 $ 1/3 on each of first, second and third anniversaries of grant 486,110 * Volume weighted average trading price for 5 days prior to grant date used in determination of PSU award value During the six months ended June 30, 2025, the Company recognized $251,108 in share-based payment expense relating to PSUs outstanding ( December 31, 2024 - $448,592) with an offset recorded in performance share unit liability.
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AURION RESOURCES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025, and 2024 (Unaudited - expressed in Canadian Dollars) 17 13. SHAREHOLDERS’ EQUITY (Continued) The Company has assessed a risk of forfeiture in the vesting of PSUs outstanding prior to the expiry date and estimated the forfeiture rate to be 85%. As a result of this assessment, the Company recognized a net reduction in share-based payment of $213,442 (December 31, 2024 - $319,247) with an offset to performance share unit liability. The total PSU liability at June 30, 2025, was $173,168 (December 31, 2024 - $135,501). There were no PSUs granted to officers, directors and employees for the year ended December 31, 2024. Expiry dates for PSUs granted are as follows: # PSUs Grant date granted expiry date March 31, 2025 486,110 March 31, 2031 August 1, 2023 327,868 August 1, 2029 November 28, 2022 1,330,000 November 28, 2032 2,143,978 Stock options The Company has a Stock Option Plan under which options to purchase common shares in the Company may be granted to directors, officers, key employees and consultants of the Company. The maximum number of options which may be granted under the stock option plan is equivalent to 10% of the issued and outstanding common shares of the Company. The exercise price for the options is set by the Company at an amount equal to the Exchange trading price on the day preceding the date the options are granted, less any applicable discount as permitted by the Exchange policies as decided by the Company. The exercise period for the options is determined by the Company at the time the options are granted and shall not exceed ten years. Vesting terms for the options are also determined by the Company at the time of grant. Changes in stock options are as follows: Number Number Opening balance, 9,355,000 0.84 9,005,000 1.12 Granted - - 2,800,000 0.57 Exercised (75,000) 0.57 - - Expired (25,000) 0.57 (2,450,000) 1.51 Ending balance 9,255,000 0.84 9,355,000 0.84 June 30, 2025 Weighted- Average Exercise Price ($) December 31, 2024 Weighted- Average Exercise Price ($)
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AURION RESOURCES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025, and 2024 (Unaudited - expressed in Canadian Dollars) 18 13. SHAREHOLDERS’ EQUITY (Continued) The following table summarizes information about stock options outstanding and exercisable: Total Outstanding Options Total Exercisable Options Weighted- Weighted- Exercise Number of Remaining Average Number of Remaining Average Price Outstanding Contractual Exercise Price Exercisable Contractual Exercise Price ($) Options Life ($) Options Life ($) 0.57 2,750,000 4.12 0.57 1,375,000 4.12 0.57 0.50 350,000 2.41 0.50 350,000 2.41 0.50 0.65 2,235,000 2.65 0.65 2,235,000 2.65 0.65 1.35 2,105,000 1.57 1.35 2,105,000 1.57 1.35 0.95 1,665,000 0.69 0.95 1,665,000 0.69 0.95 0.95 50,000 0.94 0.95 50,000 0.94 0.95 1.38 100,000 0.08 1.38 100,000 0.08 1.38 9,255,000 2.45 0.84 7,880,000 2.15 0.89 Share- based payment reserve The stock option reserve records items recognized as share-based compensation expense until such time that the stock options are exercised, at which time the corresponding amount will be transferred to share capital. During the six months ended June 30, 2025, the Company recorded share -based payment expense of $293,937 which represents the fair value of stock options vested, granted and accrued with offsetting amount credited to reserves. During the year ended December 31, 2024, the Company recorded share -based payment expense of $537,229 which represents the fair value of stock options vested, granted and accrued with offsetting amount credited to reserves. On August 13, 2024, the Company issued 2,800,000 stock options to directors, officers, employees and consultants, exercisable at a price of $0.5 7 per share until August 13, 2029. The fair value of the stock options granted was estimated at $0.29 per option based on the Black-Scholes option pricing model, with the following assumptions: risk- free interest rate of 4.00% volatility of 67.36% dividend yield of 0 %, forfeiture rate of 0%, and an expected life of 5 years. The options will vest in two tranches, 50% on February 13, 2025, and 50% on August 13, 2025. Expired stock options and warrants reserve The expired stock options and warrants reserve records the value of any stock options or warrants that have expired unexercised.
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AURION RESOURCES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025, and 2024 (Unaudited - expressed in Canadian Dollars) 19 13. SHAREHOLDERS’ EQUITY (Continued) Warrants Changes in warrants outstanding are as follows: Number Number Opening balance, 1,449,487 0.55 635,342 0.55 Issued - 814,145 0.55 Exercised (635,042) 0.55 - - Expired (300) 0.55 - - Ending balance 814,145 0.55 1,449,487 0.55 June 30, 2025 Weighted- Average Exercise Price ($) December 31, 2024 Weighted- Average Exercise Price ($) The following table summarizes information about outstanding warrants: Outstanding Price Expiry Warrants ($) Date 814,145 0.55 August 7, 2026 14. SUPPLEMENTAL CASH FLOW INFORMATION For the For the six months ended six months ended June 30, 2025 June 30, 2024 Changes in non-cash working capital $ $ Change in receivables (78,513) (81,993) Change in prepaid expenses 117,863 87,476 Change in trade payables and accrued liabilites 126,838 261,261 166,188 266,744
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AURION RESOURCES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025, and 2024 (Unaudited - expressed in Canadian Dollars) 20 14. SUPPLEMENTAL CASH FLOW INFORMATION (Continued) For the For the six mo nths ended six months ended June 30, 2025 June 30, 2024 Non-cash investing and financing activities $ $ Exploration and evalution costs remaining in trade payables and accrued liabilities 662,300 304,107 Lease addition - 74,425 Expiry of warrants 141 - Expiry of stock options 7,243 - 15. RELATED PARTY TRANSACTIONS The following represents a summary of transactions with directors and named executive officers (“NEOs”) of the Company: 2025 2024 2025 2024 $ $ $ $ Matti Talikka, CEO 137,362 122,033 382,941 423,919 Mark Serdan, CFO 94,032 66,107 277,923 264,070 Mark Santarossa, VP Corporate Development 52,165 32,450 128,567 115,288 Other Directors 36,218 24,875 138,706 213,117 319,777 245,465 928,137 1,016,394 Amounts expensed as: Salary and other short-term benefits for the CEO 50,000 50,000 100,000 100,000 Salary and other short-term benefits for the CFO 37,500 37,500 75,000 75,000 Consulting Fees paid to the VP Corp Developm 31,500 31,500 63,000 63,000 Directors' Fees 20,000 20,000 40,000 40,000 Share-based compensation 180,777 106,465 650,137 738,394 319,777 245,465 928,137 1,016,394 Six months ended June 30, Three months ended June 30, At June 30, 2025, the Company owed the Chairman of the Board, $258,018 ( December 31, 2024 - $247,644) in accrued expenses for travel, and other costs that were incurred by the Chairman on behalf of the Company since 2019.
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AURION RESOURCES LTD. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025, and 2024 (Unaudited - expressed in Canadian Dollars) 21 16. SUBSEQUENT EVENT On August 26, 2025, the Company announced a non-brokered private placement (the “Offering”) with a strategic investor (“Strategic Investor”) for the subscription of 11,060,000 units (the “Units) at $0.84 per Unit for total consideration of $9,290,400. Each Unit is comprised of one common share (“Common Share”) and one half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant entitles the holder to acquire one Common Share at a price of $1.08 for a period of three years following the closing of the Offering. Concurrently with the closing of the Offering, which is scheduled to close on or about September 3, 2025, the Strategic Investor and the Company will enter into an investor rights agreement that will provide certain rights should the Strategic Investor maintain certain ownership thresholds in the Company. The terms of the investor rights agreement include (1) the right to participate in future equity financings to maintain its current pro-rata ownership at the time of the financing, or to acquire up to 9.98 % ownership interest in the Company, on a partially diluted basis, and, (2) the right to nominate one person to the board of directors of the Company (and in the case of an increase in the size of the board of directors of the Company to eight or more directors), two persons.