Platinum Group Metals Ltd.
Consolidated Financial Statements
(Expressed in thousands of United States Dollars unless otherwise noted)
For the year ended August 31, 2025
Filed: November 26, 2025
Management's Responsibility for Consolidated Financial Statements
The accompanying Consolidated Financial Statements of Platinum Group Metals Ltd (the "Company") are the responsibility of management. The Consolidated Financial Statements have been prepared by management in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and include certain estimates that reflect management's best judgments.
The Company's Board of Directors has approved the information contained in the Consolidated Financial Statements. The Board of Directors fulfills its responsibilities regarding the Consolidated Financial Statements mainly through its Audit Committee, which has a written mandate that complies with current requirements of Canadian securities legislation, United States securities legislation, and the United States Sarbanes-Oxley Act of 2002. The Audit Committee meets at least on a quarterly basis.
Management's Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Consolidated Financial Statements for external reporting purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Internal control over financial reporting, no matter how well designed, has inherent limitations. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management has assessed the effectiveness of the Company's internal control over financial reporting as at August 31, 2025. In making its assessment, management has used the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") to evaluate the Company's internal control over financial reporting. Based on this assessment, management has concluded that the Company's internal control over financial reporting was effective as at that date.
The effectiveness of the Company's internal control over financial reporting as at August 31, 2025 has been audited by
| /s/ Greg Blair | /s/ Frank Hallam |
| Greg Blair | Frank Hallam |
| Chief Financial Officer | President, Chief Executive Officer |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Platinum Group Metals Ltd.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial position of Platinum Group Metals Ltd. and its subsidiaries (the Company) as of August 31, 2025 and 2024, and the related consolidated statements of loss and comprehensive loss, of changes in equity and of cash flows for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). We have also audited the Company’s internal control over financial reporting as of August 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of August 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
PricewaterhouseCoopers LLP
PwC Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7
T.: +1 604 806 7000, F.: +1 604 806 7806, Fax to mail: ca_vancouver_main_fax@pwc.com
“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Assessment of impairment indicators for mineral properties
As described in Notes 2, 3 and 4 to the consolidated financial statements, the carrying amount of mineral properties is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable (impairment indicators). The carrying amount of the Company’s mineral properties was $49.2 million as of August 31, 2025, which all related to the Waterberg project (the Project). Management applies judgment to assess whether there are impairment indicators present that give rise to the requirement to conduct an impairment test. Events or changes in circumstances that could trigger an impairment test include (i) significant adverse changes in the business climate, including decreases in forecasted future metal prices; (ii) significant changes in the extent or manner in which the assets are being used or their physical condition, including significant decreases in mineral reserves; and (iii) significant decreases in the market price of the assets.
PricewaterhouseCoopers LLP
PwC Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7
T.: +1 604 806 7000, F.: +1 604 806 7806, Fax to mail: ca_vancouver_main_fax@pwc.com
“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.
The principal considerations for our determination that performing procedures relating to the assessment of impairment indicators for mineral properties is a critical audit matter are that there was significant judgment by management when assessing whether there were indicators of impairment related to the Project, specifically related to assessing whether there were (i) significant adverse changes in the business climate, including decreases in forecasted future metal prices; (ii) significant changes in the extent or manner in which the asset is being used or its physical condition, including significant decreases in mineral reserves; and (iii) significant decreases in the market price of the asset. This, in turn, led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to the judgments made by management in its assessment of impairment indicators that could give rise to the requirement to conduct an impairment test.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management's assessment of impairment indicators for the Project. These procedures also included, among others, (i) evaluating whether there were significant adverse changes in the business climate, including decreases in forecasted future metal prices by considering external market and industry data; (ii) evaluating whether there were any significant changes in the extent or manner in which the asset is being used or its physical condition by assessing any significant decreases in mineral reserves and by considering any new mineral reserve and resource technical reports; and (iii) assessing whether there were significant decreases in the market price of the asset by considering any significant or prolonged declines in the Company's share price, and evidence obtained in other areas of the audit.
/s/PricewaterhouseCoopers LLP
Chartered Professional Accountants
Vancouver, Canada
November 26, 2025
We have served as the Company’s auditor since 2007.
PricewaterhouseCoopers LLP
PwC Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7
T.: +1 604 806 7000, F.: +1 604 806 7806, Fax to mail: ca_vancouver_main_fax@pwc.com
“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.
| PLATINUM GROUP METALS LTD. Consolidated Statements of Financial Position (in thousands of United States Dollars) |
| |
August 31, 2025 |
August 31, 2024 |
||||
| ASSETS | ||||||
| Current | ||||||
| Cash and cash equivalents | $ | $ | ||||
| Short-term investments | ||||||
| Amounts receivable | ||||||
| Prepaid expenses | ||||||
| Total current assets | ||||||
| Performance bonds and other assets | ||||||
| Mineral properties (Note 4) | ||||||
| Property, equipment and other (Note 6) | ||||||
| Total assets | $ | $ | ||||
| LIABILITIES | ||||||
| Current | ||||||
| Accounts payable and accrued liabilities (Note 8) | $ | $ | ||||
| Total current liabilities | ||||||
| Asset retirement obligation | ||||||
| Share based liabilities (Note 9) | ||||||
| Lease liability (Note 7) | ||||||
| Total liabilities | $ | $ | ||||
| SHAREHOLDERS' EQUITY | ||||||
| Share capital (Note 9) | $ | $ | ||||
| Contributed surplus | ||||||
| Accumulated other comprehensive loss | ( |
) | ( |
) | ||
| Deficit | ( |
) | ( |
) | ||
| Total shareholders' equity attributable to | ||||||
| shareholders of Platinum Group Metals Ltd. | $ | $ | ||||
| Non-controlling interest (Note 10) | ||||||
| Total shareholders' equity | $ | $ | ||||
| Total liabilities and shareholders' equity | $ | $ | ||||
Lion Battery Technologies Inc (Note 5)
Contingencies and Commitments (Note 12)
Approved by the Board of Directors and authorized for issue on November 26, 2025
|
/s/ Stuart Harshaw |
|
/s/ Diana Walters |
|
Stuart Harshaw, Director |
|
Diana Walters, Director |
| The accompanying notes are an integral part of the consolidated financial statements. |
2
| PLATINUM GROUP METALS LTD. Consolidated Statements of Loss and Comprehensive Loss (in thousands of United States Dollars except share and per share data) |
| August 31, 2025 | August 31, 2024 | |||||
| Expenses | ||||||
| General and administrative (Note 15) | $ | $ | ||||
| Foreign exchange gain | ( |
) | ( |
) | ||
| Share of joint venture expenditures - Lion Battery (Note 5) | ||||||
| Stock based compensation expense | ||||||
| $ | $ | |||||
| Other Income | ||||||
| Other income | ( |
) | ( |
) | ||
| Loss for the year before income taxes | $ | $ | ||||
| Deferred income tax expense (Note 18) | ||||||
| Net Loss | $ | $ | ||||
| Items that may be subsequently reclassified to net loss: | ||||||
| Currency translation adjustment | ( |
) | ( |
) | ||
| Comprehensive loss for the year | $ | $ | ||||
| Net loss attributable to: | ||||||
| Shareholders of Platinum Group Metals Ltd. | ||||||
| $ | $ | |||||
| Comprehensive loss attributable to: | ||||||
| Shareholders of Platinum Group Metals Ltd. | ||||||
| $ | $ | |||||
| Basic and diluted loss per common share | $ | $ | ||||
| Weighted average number of common shares outstanding: | ||||||
| Basic and diluted | ||||||
| The accompanying notes are an integral part of the consolidated financial statements. |
3
| PLATINUM GROUP METALS LTD. Consolidated Statements of Changes in Equity (in thousands of United States Dollars, except # of Common Shares) |
| # of Common Shares |
Share Capital |
Contributed Surplus |
Accumulated Other Comprehensive Income (loss) |
Deficit | Attributable to Shareholders of the Parent Company |
Non- Controlling Interest |
Total | |||||||||||||||||
| Balance, August 31, 2023 | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | $ | |||||||||||||
| Stock based compensation | - | - | - | - | - | |||||||||||||||||||
| Restricted share units redeemed | ( |
) | - | - | ( |
) | - | ( |
) | |||||||||||||||
| Share issuance - financing | - | - | - | - | ||||||||||||||||||||
| Share issuance costs | - | ( |
) | - | - | - | ( |
) | - | ( |
) | |||||||||||||
| Dilution of non-controlling interest | - | - | - | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||
| Contributions of Waterberg JV Co. | - | - | - | - | ( |
) | ( |
) | ||||||||||||||||
| Currency translation adjustment | - | - | - | - | - | |||||||||||||||||||
| Net loss for the year | - | - | - | - | ( |
) | ( |
) | - | ( |
) | |||||||||||||
| Balance, August 31, 2024 | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | $ | |||||||||||||
| Stock based compensation | - | - | - | - | - | |||||||||||||||||||
| Restricted share units redeemed | ( |
) | - | - | ( |
) | - | ( |
) | |||||||||||||||
| Shore options exercised | ( |
) | - | - | - | |||||||||||||||||||
| Share issuance - financing | - | - | - | - | ||||||||||||||||||||
| Share issuance costs | - | ( |
) | - | - | - | ( |
) | - | ( |
) | |||||||||||||
| Dilution of non-controlling interest | - | - | - | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||
| Contributions of Waterberg JV Co. | - | - | - | - | ( |
) | ( |
) | ||||||||||||||||
| Currency translation adjustment | - | - | - | - | - | |||||||||||||||||||
| Net loss for the year | - | - | - | - | ( |
) | ( |
) | - | ( |
) | |||||||||||||
| Balance, August 31, 2025 | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | $ |
| The accompanying notes are an integral part of the consolidated financial statements. |
4
| PLATINUM GROUP METALS LTD. Consolidated Statements of Cash Flows (in thousands of United States Dollars) |
| For the year ended | ||||||
| August 31, 2025 | August 31, 2024 | |||||
| OPERATING ACTIVITIES | ||||||
| Loss for the year | $ | ( |
) | $ | ( |
) |
| Add items not affecting cash / adjustments: | ||||||
| Depreciation | ||||||
| Unrealized foreign exchange gain | ( |
) | ( |
) | ||
| Deferred income tax expense | ||||||
| Stock based compensation expense | ||||||
| Interest from short-term investments | ( |
) | ||||
| Share unit settlement | ( |
) | ( |
) | ||
| Share of joint venture expenditures | ||||||
| Directors' fees paid in deferred share units | ||||||
| Net change in non-cash working capital (Note 13) | ||||||
| $ | ( |
) | $ | ( |
) | |
| FINANCING ACTIVITIES | ||||||
| Proceeds from issuance of equity | $ | $ | ||||
| Equity issuance costs | ( |
) | ( |
) | ||
| Cash received from option exercises | ||||||
| Lease payments made | ( |
) | ( |
) | ||
| Cash received from Waterberg partners | ||||||
| $ | $ | |||||
| INVESTING ACTIVITIES | ||||||
| Performance bonds | $ | ( |
) | $ | ( |
) |
| Acquisition of short-term investments | ( |
) | ||||
| Disposal of short-term investments | ||||||
| Interest received from short-term investments | ||||||
| Investment in Lion | ( |
) | ( |
) | ||
| Expenditures incurred on Waterberg Project | ( |
) | ( |
) | ||
| $ | ( |
) | $ | ( |
) | |
| Net decrease in cash | ( |
) | ( |
) | ||
| Effect of foreign exchange on cash | ( |
) | ||||
| Cash, beginning of year | ||||||
| Cash, end of year | $ | $ | ||||
| The accompanying notes are an integral part of the consolidated financial statements. |
5
PLATINUM GROUP METALS LTD.
|
Notes to the Consolidated Financial Statements |
|
For the year ended August 31, 2025 |
|
(in thousands of United States Dollars unless otherwise specified except share and per share data) |
1. NATURE OF OPERATIONS AND LIQUIDITY RISK
Platinum Group Metals Ltd. (the "Company") is a British Columbia, Canada company formed by amalgamation on February 18, 2002. The Company's shares are publicly listed on the Toronto Stock Exchange in Canada and the NYSE American, LLC ("NYSE American") in the United States of America. The Company is a development stage company conducting work on mineral properties it has staked or acquired by way of option agreements in the Republic of South Africa. Key metals of economic interest on the Company's mineral properties include platinum, palladium, rhodium, gold, copper, and nickel.
The Company's head office and principal place of business is located at Suite 838-1100 Melville Street, Vancouver, British Columbia, Canada, V6E 4A6. The Company's registered and records office is located at Suite 2300, 550 Burrard Street, Vancouver, British Columbia, Canada V6C 2B5.
These financial statements consolidate the accounts of the Company and its subsidiaries. Lion Battery Technologies Inc. ("Lion") is accounted for using the equity method as the Company jointly controls Lion despite owning a majority of Lion's shares. The Company's subsidiaries and joint ventures as at August 31, 2025 are as follows:
| Place of incorporation and operation |
Proportion of ownership interest |
|||
| Principal activity | August 31, 2025 |
August 31, 2024 |
||
| Platinum Group Metals (RSA) (Pty) Ltd. | Development | South Africa | ||
| Mnombo Wethu Consultants (Pty) Limited | Development | South Africa | ||
| Waterberg JV Resources (Pty) Ltd. | Development | South Africa | ||
| Lion Battery Technologies Inc. | Research | Canada | ||
These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its operations for at least the next twelve months.
At August 31, 2025 the Company had working capital of $
During the year ended August 31, 2025 the Company sold
The continued operations of the Company and the recoverability of the amounts shown for mineral properties is dependent upon the ability of the Company to obtain the necessary financing to complete the development of the Waterberg Project and bring it to future profitable production. The Company does not generate cash flow from operations to fund its activities and therefore relies principally on the issuance of securities for financing. Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company.
2. BASIS OF PRESENTATION AND MATERIAL ACCOUNTING POLICIES
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards").
Notes to the Consolidated Financial Statements
For the year ended August 31, 2025
(in thousands of United States Dollars unless otherwise specified except share and per share data)
Material Accounting Policies
The material accounting policies applied in the preparation of these consolidated financial statements are set out below. The Company has consistently applied the accounting policies used in the preparation of its IFRS financial statements throughout all years presented.
a. Consolidation
The consolidated financial statements include assets, liabilities, equity, income and expenses of the Company and its subsidiaries, using uniform accounting policies. Control exists when the Company has (i) power over the investee, (ii) exposure, or rights, to variable returns from its involvement with the investee, and (iii) the ability to use its power to affect its returns.
Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Company's equity.
Subsidiaries are all entities over which the Company has control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated on consolidation.
b. Translation of foreign currencies
Functional currency
Items included in the financial statements of the Company and each of the Company's subsidiaries and equity accounted investees are measured using the currency of the primary economic environment in which the entity operates (the functional currency) as follows:
Platinum Group Metals Ltd. Canadian Dollars ("CAD")
Lion Battery Technologies Inc. United States Dollars ("USD")
Platinum Group Metals (RSA) (Pty) Ltd. South African Rand ("Rand")
Mnombo Wethu Consultants (Pty) Limited South African Rand
Waterberg JV Resources (Pty) Ltd South African Rand
Presentation Currency
The Company's presentation currency is the USD.
Foreign Exchange Rates Used
The following exchange rates were used when preparing these consolidated financial statements:
Rand/USD
Year-end rate:
Year average rate:
CAD/USD
Year-end rate:
Year average rate:
Transactions and balances
Foreign currency transactions are translated into the relevant entity's functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement.
Notes to the Consolidated Financial Statements
For the year ended August 31, 2025
(in thousands of United States Dollars unless otherwise specified except share and per share data)
Subsidiaries
The results and financial position of subsidiaries that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
- assets and liabilities are translated at the closing rate at the reporting date;
- income and expenses are translated at average exchange rates for the year; and
- all resulting exchange differences are recognized in other comprehensive income as cumulative translation adjustments.
c. Joint Arrangements
The Company treats its investment in Lion as a joint venture. A joint venture is a joint arrangement whereby the parties that have joint control have rights to the net assets. Joint ventures are accounted for using the equity method of accounting.
d. Change in ownership interests
The Company treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interest in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration received is recognized in a separate line in deficit.
e. Short term investments
Short term investments consist of guaranteed investment certificates with maturity dates greater than 90 days when purchased.
f. Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. The cost of an item of property, plant and equipment includes the purchase price or construction cost, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use, an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located, and for qualifying assets, the associated borrowing costs.
Where an item of property, plant and equipment is comprised of major components with different useful lives, the components are accounted for as separate items of property, plant, and equipment.
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal, retirement or scrapping of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.
Capital assets are recorded at cost and are depreciated on a straight-line basis over the following periods:
| Leasehold Improvements | |
| Computer Equipment and software | |
| Furniture and Fixtures | |
| Office Lease | |
| Buildings | |
| IT Equipment |
Notes to the Consolidated Financial Statements
For the year ended August 31, 2025
(in thousands of United States Dollars unless otherwise specified except share and per share data)
g. Exploration and Evaluation Assets & Mineral Properties
i) Exploration and Evaluation Assets
Exploration expenditures are the costs incurred in the initial search for mineral deposits with economic potential or in the process of obtaining more information about existing mineral deposits. Exploration expenditures typically include costs associated with acquiring the rights to explore, prospecting, sampling, mapping, diamond drilling and other work involved in searching for Mineral Resources, as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101").
Evaluation expenditures are costs incurred to establish the feasibility and commercial viability of developing mineral deposits identified through exploration activities or by acquisition. Evaluation expenditures include the cost of: (i) further defining the volume and grade of deposits through drilling of core samples, trenching and sampling activities in an ore body; (ii) determining the optimal methods of extraction and metallurgical and treatment processes; (iii) studies related to surveying, transportation and infrastructure requirements; (iv) permitting activities; and (v) economic evaluations to determine whether development of mineralized material is commercially justified including preliminary economic assessments, pre-feasibility and final feasibility studies. Exploration and evaluation expenditures are capitalized until it has been determined that a property is technically feasible and commercially viable. Before reclassification to mineral properties (see below) an impairment test is conducted on the capitalized costs.
(ii) Mineral properties
After the impairment test, the carrying value of the exploration and evaluation asset is reclassified as a mineral property. All costs, including pre-operating costs are capitalized until the point that the mineral property is capable of operating as intended. This is determined by: (i) completion of operational commissioning of major mine and plant components; (ii) operating results being achieved consistently for a period of time; (iii) indicators that these operating results will be continued; and (iv) other factors being present, including one or more of the following: a significant portion of the plant/mill capacity being achieved; a significant portion of available funding being directed towards operating activities; a predetermined, reasonable period of time being passed; or significant milestones for the development of the mineral property being achieved.
Once the mineral property is capable of operating as intended, further operating costs, including depreciation, depletion and amortization, are included within inventory as incurred.
ii) Impairment
Property, plant and equipment and mineral properties are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
The Company conducts internal reviews of asset values which are used to assess for any indications of impairment. Internal and external factors such as significant changes in the use of the asset, commodity prices, foreign exchange rates, mineral reserve and resource quantities, discount rates and the Company's market capitalization are used by management in determining whether there are any indicators.
If any such indication exists an estimate of the recoverable amount is undertaken, being the higher of an asset's fair value less costs to sell and its value in use. If the asset's carrying amount exceeds its recoverable amount, then an impairment loss is recognized.
Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. Fair value of mineral assets is generally determined as the present value of the estimated future cash flows expected to arise from the use of the asset, including any expansion prospects.
Value in use is determined as the present value of the estimated future cash flows expected to arise from the continued use of the asset in its present form and from its ultimate disposal.
Notes to the Consolidated Financial Statements
For the year ended August 31, 2025
(in thousands of United States Dollars unless otherwise specified except share and per share data)
iii) Asset retirement obligations
Provisions for asset retirement obligations are made in respect of the estimated future costs of closure and restoration and for environmental rehabilitation costs (which include the dismantling and demolition of infrastructure, removal of residual materials and remediation of disturbed areas) in the accounting period when the related disturbance occurs. The provision is discontinued using a risk-free pre-tax rate, and the unwinding of the discount is included in finance costs. At the time of establishing the provision, a corresponding asset is capitalized and is depreciated over the future life of the asset to which it relates. The provision is adjusted on an annual basis for changes in cost estimates, discount rates and inflation.
iv) Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
v) Leases
The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The lease payments associated with these leases are charged directly to the statement of operations and comprehensive income on a straight line basis over the lease term.
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company then assesses (i) whether the contract involves the use of an identified asset, (ii) whether it has the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement and (iii) if it has the right to direct the use of the asset. At inception or on reassessment of a contract that contains a lease component, the consideration in the contract is allocated to each lease component proportionally based on their relative standalone prices. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
As a lessee, the Company recognizes a right-of-use asset, which is included in Property Equipment and Other, and a right-of-use lease liability at the commencement date of a lease. The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date.
The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
vi) Share Capital
Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effect.
vii) Share-based payment transactions
Stock options
Stock options are settled in equity. The fair values for stock-based awards have been estimated using the Black-Scholes model and recorded as compensation cost over the period of vesting. The compensation cost related to stock options granted is expensed or capitalized to mineral properties, as applicable. Cash received on exercise of stock options is credited to share capital and the related amount previously recognized in contributed surplus is reclassified to share capital.
Notes to the Consolidated Financial Statements
For the year ended August 31, 2025
(in thousands of United States Dollars unless otherwise specified except share and per share data)
Restricted share units
Restricted share units ("RSUs") represent an entitlement to one common share of the Company, upon vesting. RSUs provide the option of being settled in cash upon election by the Board of Directors. The fair value of RSUs granted is recognized as an expense over the vesting period and is measured at the time of grant.
Deferred share units
Deferred share units ("DSUs") are measured at fair value on grant date based on the market price of the Company's shares on the grant date. DSUs are settled in cash based on the market price of the Company's shares on the entitlement date (which is when the respective director ceases to be a director of the Company). The expense for DSUs is recognized over the vesting period and the DSUs are classified as a liability. DSU liabilities are adjusted at each financial position reporting date for changes in fair value. Fully vested DSUs are revalued based on the market price of the Company's shares on the final day of the respective reporting period with changes in fair value being recognized in share-based compensation expenses.
viii) Income taxes
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
Current tax expense is based on taxable profit for the year. Taxable profit differs from 'profit before tax' as reported in the consolidated statement of loss and other comprehensive loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
ix) Loss per common share
Basic loss per common share is calculated using the weighted average number of common shares outstanding. The Company uses the treasury stock method for the calculation of diluted earnings per share. Diluted per share amounts reflect the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted to common shares. In periods when a loss is incurred, the effect of the potential issuances of shares is anti-dilutive, and accordingly basic and diluted loss per share are the same.
Notes to the Consolidated Financial Statements
For the year ended August 31, 2025
(in thousands of United States Dollars unless otherwise specified except share and per share data)
x) Financial instruments
Classification
The Company classifies its financial instruments in the following categories: at fair value through profit and loss, at fair value through other comprehensive income (loss), or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company's business model for managing the financial assets and the debt's contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.
Measurement
Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment. Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the consolidated statements of comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the consolidated statements of comprehensive loss in the period in which they arise.
Derecognition of Financial assets
The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the consolidated statements of comprehensive loss.
xi) Accounting Standards
New Accounting Standards
Amendments - IAS 1 Presentation of Financial Statements
In October 2022, the IASB issued the amendment to IAS 1 - Presentation of Financial Statements - "Non-current liabilities with covenants." The amendment affects on the presentation of liabilities as current or non-current, rather than the amounts or timing of recognition of assets, liabilities or expenses. The adoption of this amendment did not have a material impact on the Company's financial statements.
Accounting standards issued but not yet effective
Amendment to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments
Together, these two amendments clarify the requirements for the timing of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system. They also clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion and adds new disclosures for certain instruments with contractual terms that can change cash flows.
IFRS 18 - Presentation and Disclosure in Financial Statements
IFRS 18 is effective for reporting periods beginning on or after 1 January 2027. The new standard introduces a specified structure for the income statement by requiring income and expenses to be presented into the three defined categories of operating, investing, and financing, and by specifying certain defined totals and subtotals. IFRS 18 requires companies to disclose explanations around these measures, which are referred to as management-defined performance measures. Further, IFRS 18 also provides additional guidance on principals of aggregation and disaggregation which apply to the primary financial statements and notes. IFRS 18 is effective for reporting periods beginning on or after January 1, 2027 (fiscal 2028 for PTM), including for interim financial statements, with retrospective application required and early adoption is permitted. The Company is currently assessing the impact that IFRS 18 will have on its financial statements when adopted.
Notes to the Consolidated Financial Statements
For the year ended August 31, 2025
(in thousands of United States Dollars unless otherwise specified except share and per share data)
3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the financial statements in conformity with IFRS Accounting Standards requires the use of judgments and estimates that affect the amount reported and disclosed in the consolidated financial statements and related notes. These judgments and estimates are based on management's best knowledge of the relevant facts and circumstances, having regard to previous experience, but actual results may differ materially from the amounts included in the financial statements. Information about such judgments and estimation is contained in the accounting policies and notes to the financial statements, and the key areas are summarized below.
Areas of judgment and key sources of estimation uncertainty that have the most significant effect on the amounts recognized in these consolidated financial statements are:
- Assessment of impairment indicator for Mineral Properties
- Assumption of control of Waterberg JV Co.
Each of these judgments and estimates is considered in their respective notes or in more detail below.
Assessment of impairment indicators for Mineral Properties
The Company applies judgment to assess whether there are impairment indicators present that give rise to the requirement to conduct an impairment test. Events or changes in circumstances that could trigger an impairment test include; (i) significant adverse changes in the business climate including decreases in forecasted future metal prices; (ii) significant changes in the extent or manner in which the asset is being used or their physical condition including significant decreases in mineral reserves; and (iii) significant decreases in the market price of the asset.
Assumption of control of Waterberg JV Co.
The Company has judged that it controls Waterberg JV Co. as it owns
4. MINERAL PROPERTIES
The Company's only active mineral property is the Waterberg Project, located on the Northern Limb of the Bushveld Igneous Complex, approximately 85 km north of the town of Mokopane. To August 31, 2025, an aggregate total of $
Notes to the Consolidated Financial Statements
For the year ended August 31, 2025
(in thousands of United States Dollars unless otherwise specified except share and per share data)
Total capitalized costs for the Waterberg Project are as follows:
| Balance August 31, 2023 | $ | ||
| Additions | |||
| Foreign currency translation adjustment | |||
| Balance August 31, 2024 | $ | ||
| Additions | |||
| Foreign currency translation adjustment | |||
| Balance August 31, 2025 | $ |
Waterberg Mining Right
On January 28, 2021, the South African Department of Mineral and Petroleum Resources ("DMR") issued a letter to Waterberg JV Co. notifying the Company that a mining right (the "Waterberg Mining Right") had been granted. The Waterberg Mining Right was notarially executed on April 13, 2021, was registered at the Mineral and Petroleum Titles Registration Office on July 6, 2021 and currently remains active. At August 31, 2025, the Waterberg Project covered an area of 24,971 hectares consisting of the 20,482 hectare Waterberg Mining Right and one application for the incorporation of two adjacent farms covering 4,489 hectares into the Waterberg Mining Right. One prospecting right consisting of approximately 4,190 hectares located adjacent to the north of the Waterberg Mining Right was allowed to expire during fiscal 2025 and a closure application has been filed with the DMR.
History of Acquisition
The Company acquired the prospecting rights which became the Waterberg Project by staking and a series of transactions during the period from approximately 2009 to 2012.
On September 21, 2017, Waterberg JV Co. acquired all Waterberg Project prospecting rights in exchange for the issue of shares to all existing Waterberg joint venture partners pro rata to their joint venture interests, resulting in the Company holding a
On November 6, 2017, the Company, along with JOGMEC and Mnombo closed a strategic transaction to sell to Implats
In March 2019, JOGMEC completed the sale of a
On December 12, 2023, Implats advised that in the metal price environment at that time that they were halting capital expenditures across their portfolio and therefore could not fund their pro rata share of approved Waterberg cash calls. The Company elected to cover Implats pro rata share of approved cash calls and since December 12, 2023 Implats' interest in Waterberg JV Co. has diluted from
Notes to the Consolidated Financial Statements
For the year ended August 31, 2025
(in thousands of United States Dollars unless otherwise specified except share and per share data)
Appeals and Legal Matters
On March 7, 2024, a group claiming to be the rightful leadership of two host communities filed an application in the High Court seeking to set aside the January 28, 2021 grant of the Waterberg Mining Right by the DMR. Many of the applicants participated in the earlier and unsuccessful appeals and court actions described above. The applicants have requested condonation for the late filing of this appeal, claim informal rights to two farms overlaying a portion of the Waterberg Mining Right area, object to the grant of the Waterberg Mining Right, and object to the DMR dismissing their appeals on or about October 13, 2022. The two farms in question are not planned to host any significant mine infrastructure. Attorneys acting on behalf of Waterberg JV Co. have filed a notice of opposition and will prepare and file an answering affidavit in due course.
5. LION BATTERY TECHNOLOGIES INC.
Lion was incorporated on June 17, 2019, with the objective to research new lithium battery technology utilizing platinum and palladium. The Company received
| Date | Gross Funding to Lion | ||
| July 2019 | $ |
||
| June 2020 | $ |
||
| February 2021 | $ |
||
| February 2022 | $ |
||
| February 2023 | $ |
||
| June 2023 | $ |
||
| November 2023 | $ |
||
| December 2023 | $ |
||
| October 2024 | $ |
||
| Total | $ |
||
After August 31, 2025 Valterra and the Company funded Lion equally for an aggregate further amount of $
Research Program - Florida International University
On July 12, 2019, Lion entered into a Sponsored Research Agreement ("SRA") with Florida International University ("FIU") to fund a $
Notes to the Consolidated Financial Statements
For the year ended August 31, 2025
(in thousands of United States Dollars unless otherwise specified except share and per share data)
6. PROPERTY, EQUIPMENT AND OTHER
| Buildings | Other | Right to Use Asset |
Total | |||||||||
| August 31, 2023 | $ | $ | $ | $ | ||||||||
| Additions | ||||||||||||
| Disposals | ( |
) | ( |
) | ||||||||
| Depreciation | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Foreign Exchange | ||||||||||||
| August 31, 2024 | $ | $ | $ | $ | ||||||||
| Additions | ||||||||||||
| Disposals | ( |
) | ( |
) | ||||||||
| Depreciation | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Foreign Exchange | ( |
) | ( |
) | ||||||||
| August 31, 2025 | $ | $ | $ | $ |
In 2025 the Company capitalized $
7. LEASE
The Company recognizes lease liabilities and a right of use asset in relation to leases. The right to use asset is recorded in Property, equipment and other and is in relation to an office lease. The office lease was extended for
The following table summarizes the Company's lease liabilities:
| As at | August 31, 2025 |
August 31, 2024 |
||||
| Balance, beginning of year | $ | $ | ||||
| Accretion of interest | ||||||
| Payments | ( |
) | ( |
) | ||
| Foreign Exchange | ( |
) | ||||
| Total | $ | $ | ||||
| Current (included in Accounts Payable) | ||||||
| Non-current | ||||||
| Total |
8. ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES
| As at | August 31, 2025 |
August 31, 2024 |
||||
| Trade Payables | $ | $ | ||||
| Accruals and other | ||||||
| Waterberg partner advances | ||||||
| Total | $ | $ |
Notes to the Consolidated Financial Statements
For the year ended August 31, 2025
(in thousands of United States Dollars unless otherwise specified except share and per share data)
9. SHARE CAPITAL
(a) Authorized
Unlimited common shares without par value.
(b) Shares Issued
At August 31, 2025 the Company had
Fiscal 2025
On November 13, 2024, the Company filed a final short form base shelf prospectus (the "2024 Shelf Prospectus") with the securities regulatory authorities in each of the provinces and territories of Canada and a corresponding registration statement on Form F-10 with the United States Securities and Exchange Commission.
During the year ended August 31, 2025,
On May 29, 2025, the Company closed a non-brokered private placement with Deepkloof Limited ("Deepkloof"), a subsidiary of existing major shareholder Hosken Consolidated Investments Limited ("HCI") for
Fiscal 2024
On September 18, 2023, the Company closed a non-brokered private placement with Deepkloof for
(c) Incentive stock options
The Company has entered into Incentive share purchase option agreements under the terms of its share compensation plan with directors, officers, consultants and employees. Under the terms of the share purchase option agreements, the exercise price of each option is set, at a minimum, at the fair value of the common shares at the date of grant. Options of the Company are subject to vesting provisions. All exercise prices are denominated in CAD.
The following tables summarize the Company's outstanding share purchase options:
| Number of Share Options |
Average Exercise Price in CAD |
|||||
| Options outstanding at August 31, 2023 | $ | |||||
| Granted | $ | |||||
| Forfeited | ( |
) | $ | |||
| Exercised | ( |
) | $ |
Notes to the Consolidated Financial Statements
For the year ended August 31, 2025
(in thousands of United States Dollars unless otherwise specified except share and per share data)
| Number of Share Options |
Average Exercise Price in CAD |
|||||
| Options outstanding at August 31, 2024 | $ | |||||
| Granted | $ | |||||
| Exercised | ( |
) | $ | |||
| Options outstanding at August 31, 2025 | $ |
In fiscal 2025, the weighted average share price when options were exercised was $
| Number Outstanding at August 31, 2025 |
Number Exercisable at August 31, 2025 |
Exercise Price i n CAD |
Average Remaining Contractual Life (Years) |
| |
$ |
||
| |
$ |
||
| |
$ |
||
| $ |
|||
| $ |
|||
| |
$ |
||
| |
|
$ |
|
| |
|
$ |
|
During the year ended August 31, 2025, the Company granted
During the year ended August 31, 2024, the Company granted
During the year ended August 31, 2025, the Company recorded $
The Company used the Black-Scholes model to determine the grant date fair value of share purchase options granted. The following assumptions were used in valuing share purchase options granted during the year ended August 31, 2025 and August 31, 2024:
| Period ended | August 31, 2025 | August 31, 2024 |
| Risk-free interest rate | ||
| Expected life of options | ||
| Annualized volatility1 | ||
| Forfeiture rate | ||
| Dividend rate | ||
| 1The Company uses its historical volatility as the basis for the expected volatility assumption in the Black Scholes option pricing model. | ||
(d) Deferred Share Units
The Company has established a deferred share unit ("DSU") plan for non-executive directors. Each DSU has the same value as one Company common share. DSUs must be retained until each director leaves the board, at which time the DSUs are redeemed.
During the year ended August 31, 2025, director fees of $
At August 31, 2025 a total of
Notes to the Consolidated Financial Statements
For the year ended August 31, 2025
(in thousands of United States Dollars unless otherwise specified except share and per share data)
(e) Restricted Share Units
The Company has established a restricted share unit ("RSU") plan for officers and certain employees of the Company. Each RSU represents the right to receive one Company common share following the attainment of vesting criteria determined at the time of the award. RSUs vest over a three-year period.
During the year ended August 31, 2025, a stock compensation cost of $
10. NON-CONTROLLING INTEREST
| Company | Legal ownership held by non-controlling interests |
Loss allocated to non-controlling interests |
Accumulated non-controlling interests |
|||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |
| Mnombo Wethu Consultants (Pty) Limited | |
$ |
$ |
|||
| Waterberg JV Co1 | $ |
$ |
||||
| Total | $ |
$ |
||||
1Includes the
11. RELATED PARTY TRANSACTIONS
All amounts receivable and amounts payable owing to or from related parties are non-interest bearing with no specific terms of repayment. Transactions with related parties are as follows:
(a) During the year ended August 31, 2025, $
(b) During the year ended August 31, 2025, the Company paid or accrued payments of $
(c) In May 2018, Deepkloof made a strategic investment in the Company by way of participation in a public offering and a private placement. Through the terms of the May 2018 private placement, HCI acquired a right to nominate one person to the board of directors of the Company and a right to participate in future equity financings of the Company to maintain its pro-rata interest. HCI has exercised its right to nominate one person to the board of directors. As of August 31, 2025, HCI's ownership of the Company was reported at
Key Management Compensation
The remuneration the CEO, CFO and other key management personnel and the directors during the years ended August 31, 2024 to 2025 is as follows:
| Year ended | August 31, 2025 | August 31, 2024 | ||||
| Salaries | $ | $ | ||||
| Directors' fees | ||||||
| Share-based payments - management | ||||||
| Share-based payments - directors1 | ||||||
| Total | $ | $ |
| 1Share-based payments - directors, includes the revaluation of fully vested DSU's | ||||||
Notes to the Consolidated Financial Statements
For the year ended August 31, 2025
(in thousands of United States Dollars unless otherwise specified except share and per share data)
12. CONTINGENCIES AND COMMITMENTS
The Company's remaining minimum payments under its office and equipment lease agreements in Canada and South Africa total approximately $
From period end the Company's aggregate commitments are as follows:
| Payments Due by Year | |||||||||||||||
| < 1 Year | 1 - 3 Years | 4 - 5 Years | > 5 Years | Total | |||||||||||
| Lease Obligations | $ | $ | $ | $ | $ | ||||||||||
| Environmental Bonds | |||||||||||||||
| Totals | $ | $ | $ | $ | $ | ||||||||||
Africa Wide Legal Action - Dismissed
On April 26, 2018, a transaction was completed selling 100% of the share interests in Maseve Investments 11 (Pty) Ltd. ("Maseve") to Royal Bafokeng Platinum Limited ("RBPlat") in a transaction valued at approximately $
In September 2018, Africa Wide instituted legal proceedings in South Africa against PTM RSA, RBPlat and Maseve seeking to set aside the sale of Maseve. A series of trials began in the High Court of South Africa in October 2021, and culminated in a final decision dismissing Africa Wide's claim by the South Africa Supreme Court of Appeal on November 10, 2022. Africa Wide was ordered to make payment of the costs. On February 4, 2024, Africa Wide paid the Company R
13. SUPPLEMENTARY CASH FLOW INFORMATION
Net change in non-cash working capital:
| Year ended | August 31, 2025 |
August 31, 2024 |
||||
| Amounts receivable, prepaid expenses and other assets | $ | $ | ||||
| Accounts payable and other liabilities | ( |
) | ||||
| $ | $ |
At August 31, 2025 $
14. SEGMENTED REPORTING
The Company operates in one segment being the development of the Waterberg Project in South Africa. The Company operates in two geographical areas being Canada and South Africa. The Company's main asset, the Waterberg Project is located in the Republic of South Africa.
Notes to the Consolidated Financial Statements
For the year ended August 31, 2025
(in thousands of United States Dollars unless otherwise specified except share and per share data)
| At August 31, 2025 | Non Current Assets |
||
| Canada | $ | ||
| South Africa | |||
| $ |
| At August 31, 2024 | Non Current Assets |
||
| Canada | $ | ||
| South Africa | |||
| $ |
15. GENERAL AND ADMINISTRATIVE EXPENSES
| GENERAL AND ADMINISTRATIVE EXPENSES | Year Ending August 31, 2025 |
Year Ending August 31, 2024 |
||||
| Salaries and benefits | $ | $ | ||||
| Accounting | ||||||
| Technical consulting fees | ||||||
| Regulatory fees | ||||||
| Legal | ||||||
| Legal Recovery (Wesizwe) | ( |
) | ||||
| Insurance | ||||||
| Shareholder relations | ||||||
| Travel | ||||||
| Depreciation | ||||||
| Other | ||||||
| Total | $ | $ |
16. CAPITAL RISK MANAGEMENT
The Company's objectives in managing its liquidity and capital are to safeguard the Company's ability to continue as a going concern and provide financial capacity to meet its strategic objectives. The capital structure of the Company consists of share capital, contributed surplus, accumulated other comprehensive loss and accumulated deficit.
The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may issue new shares, issue new debt, acquire or dispose of assets.
In order to facilitate the management of its capital requirements, the Company regularly updates the Board of Directors with regard to budgets, forecasts, results of capital deployment and general industry conditions. The Company does not currently declare or pay out dividends.
17. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Financial Instruments
The fair value hierarchy establishes three levels to classify the inputs of valuation techniques used to measure fair value. As required by IFRS 13, Fair Value Measurement, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The three levels of the fair value hierarchy are described below:
- Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities;
- Level 2: Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
- Level 3: Inputs that are unobservable (supported by little or no market activity).
Notes to the Consolidated Financial Statements
For the year ended August 31, 2025
(in thousands of United States Dollars unless otherwise specified except share and per share data)
The fair values of the Company's cash, short-term investments, trade and other payables approximate their carrying values, which are the amounts recorded on the consolidated statement of financial position, due to their short-term nature. The Company's other liabilities are categorized as Level 2.
At August 31, 2025, the carrying amounts of cash, amounts receivable, performance bonds and accounts payable and accrued liabilities are considered to be reasonable approximations of their fair values due to the short-term nature of these instruments.
Risk Management
The Company examines the various financial risks to which it is exposed and assesses the impact and likelihood of occurrence. These risks may include credit risk, liquidity risk, currency risk, interest rate risk and other price risks.
(a) Credit risk
Credit risk arises from the risk that the financial asset counterparty, may default or not meet its obligations timeously. The Company minimizes credit risk by monitoring the reliability of counterparties to settle assets. The maximum exposure to the credit risk is represented by the carrying amount of all the financial assets.
(i) Cash and cash equivalents and short-term investments
In order to manage credit and liquidity risk the Company holds cash only with Canadian chartered and South African banks. The Company limits its exposure to credit loss by placing the majority of its cash and short-term investments with two major financial institutions in Canada and South Africa and investing only in short-term obligations that are guaranteed by the Canadian government or by Canadian chartered banks with expected credit losses estimated to be de minimis.
(ii) Performance bonds
In order to explore and develop its properties in South Africa, the Company was required to post performance bonds as financial guarantees against future reclamation work. These funds are held with Standard Bank of South Africa Limited with the DMR as beneficiary in accordance with the Mineral and Petroleum Resources Development Act (the "MPRDA") and the Company's environmental management programme.
(b) Liquidity risk
The Company has in place a planning and budgeting process to help determine the funds required to support the Company's normal operating requirements and its development plans. The Company regularly updates the Board of Directors with regard to budgets, forecasts, results of capital deployment and general industry conditions.
The Company will be required to source additional financing by way of private or public offerings of equity or debt or the sale of project or property interests in order to have sufficient cash and working capital for continued development of the Waterberg Project, as well as for general working capital purposes.
Any failure by the Company to obtain additional required financing on acceptable terms could cause the Company to delay development of its material projects or could result in the Company being forced to sell some of its assets on an untimely or unfavourable basis. Any such delay or sale could have a material and adverse effect on the Company's financial condition, results of operations and liquidity.
(c) Currency risk
The Company's functional currency is the Canadian dollar, while the consolidated presentation currency is the United States Dollar. The functional currency of all South African subsidiaries is the Rand. The Company's operations are in both Canada and South Africa; therefore, the Company's results are impacted by fluctuations in the value of foreign currencies in relation to the Rand and Canadian and United States dollars. The Company's significant foreign currency exposures on financial instruments comprise cash, accounts payable and accrued liabilities. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks at this time.
Notes to the Consolidated Financial Statements
For the year ended August 31, 2025
(in thousands of United States Dollars unless otherwise specified except share and per share data)
The Company is exposed to foreign exchange risk through the following financial instruments denominated in a currency other than CAD:
| Year ended | August 31, 2025 |
August 31, 2024 |
||||
| Cash (Rand) | $ | $ | ||||
| Cash (USD) | ||||||
| Short-term investments (USD) | ||||||
| Accounts receivable (Rand) | ||||||
| Accounts payable (Rand) |
The Company's comprehensive loss is affected by changes in the exchange rate between its operating currencies and the USD. As all Rand denominated financial instruments are held in South African subsidiaries with Rand functional currencies, any gain or loss in the USD or the CAD versus the Rand are captured in comprehensive income. All United States Dollar denominated financial instruments are held in the Canadian parent company whose functional currency is the CAD. Any gains or losses in the USD versus the CAD are recorded in income by the parent Company. At August 31, 2025, based on this exposure a
(d) Interest rate risk
The Company's interest income earned on cash and on short term investments is exposed to interest rate risk. At August 31, 2025, based on this exposure an increase/decrease of
18. INCOME TAXES
The income taxes shown in the consolidated earnings differ from the amounts obtained by applying statutory rates to the earnings before provision for income taxes due to the following:
| 2025 | 2024 | |||||
| Loss before income taxes | $ | $ | ||||
| Income tax recovery at statutory rates | ( |
) | ( |
) | ||
| Difference of foreign tax rates | ( |
) | ||||
| Non-deductible expenses and non-taxable portion of capital gains | ||||||
| Changes in unrecognized deferred tax assets and other | ||||||
| Income tax expense | $ | $ | ||||
| Income tax expense consists of: | ||||||
| Current income taxes | $ | $ | ||||
| Deferred income taxes | ||||||
| $ | $ |
Notes to the Consolidated Financial Statements
For the year ended August 31, 2025
(in thousands of United States Dollars unless otherwise specified except share and per share data)
The gross movement on the net deferred income tax account is as follows:
| 2025 | 2024 | |||||
| Deferred tax liability at the beginning of the year | $ | $ | ||||
| Tax expense relating to the loss from continuing operations | ( |
) | ( |
) | ||
| Tax recovery relating to components of other comprehensive loss | ||||||
| Deferred tax liability at the end of the year | $ | $ |
The significant components of the Company's net deferred income tax liabilities are as follows:
| 2025 | 2024 | |||||
| Mineral properties | $ | ( |
) | $ | ( |
) |
| Loss carry-forwards | ||||||
| $ | $ |
Unrecognized deductible temporary differences, unused tax losses and unused tax credits are attributed to the following:
| 2025 | 2024 | |||||
| Tax Losses: | ||||||
| Operating loss carry-forwards - Canada | $ | $ | ||||
| Operating loss carry-forwards - South Africa | ||||||
| $ | $ | |||||
| Temporary Differences: | ||||||
| Mineral properties | $ | $ | ||||
| Financing Costs | ||||||
| Property, plant and equipment | ||||||
| Foreign Exchange | ||||||
| Other | ||||||
| $ | $ |
The aggregate amount of taxable temporary differences associated with investments in subsidiaries for which deferred taxes have not been recognized as at August 31, 2025 was $
The Company's Canadian operating loss carry-forwards expire between 2026 and 2040. The Company's South African operating loss carry-forwards do not expire. The Company's Canadian unused investment tax credit carry-forwards expire between 2029 and 2035. The Company's Canadian net capital loss carry-forwards do not expire.
24