Original News Release
SEDAR Interim Financial Statements
StrategX Elements Corp. Condensed Interim Financial Statements For the nine months ended September 30, 2025 Unaudited – Prepared by Management (Expressed in Canadian Dollars) NOTICE OF NO AUDITOR REVIEW OF THE CONDENSED INTERIM FINANCIAL STATEMENTS The condensed interim financial statements and all information in the quarterly report are the responsibility of the Board of Directors and management. These condensed interim financial statements have been prepared by management in accordance with IFRS Accounting Standards. Management maintains the necessary systems of internal controls, policies and procedures to provide assurance that assets are safeguarded and that the financial records are reliable and form a proper basis for the preparation of financial statements. The Board of Directors ensures that management fulfils its responsibilities for financial reporting and internal control through an Audit Committee. This committee, which reports to the Board of Directors, meets with the independent auditors and reviews the financial statements. The condensed interim financial statements for the nine months ended September 30, 2025 are unaudited and prepared by Management. The Company’s independent auditor has not performed a review of these condensed interim financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor. StrategX Elements Corp. Condensed Interim Statements of Financial Position Unaudited – Prepared by Management (Expressed in Canadian Dollars) As at September 30, 2025 and December 31, 2024 The accompanying notes are an integral part of these condensed interim financial statements. 2 September 30, December 31, 2025 2024 Note $ $ Assets Current assets Cash 143,041 108,756 Restricted cash 3 26,248 922,429 Receivables 144,147 226,659 Prepayments 7,554 11,719 320,990 1,269,563 Non-current assets Equipment 4 257,245 311,025 Right-of-use asset 8 - 28,423 Long-term deposits 15,000 21,844 Exploration advance 5 36,230 43,051 Mineral property interests 5 6,270,986 5,443,878 6,579,461 5,848,221 Total assets 6,900,451 7,117,784 Liabilities and shareholders' equity Current liabilities Accounts payable and accrued liabilities 1,017,921 886,066 Accounts payable - fixed term 7 1,113,699 1,025,740 Accounts payable to related parties 10 264,711 365,592 Lease liability - short-term 8 - 30,726 Loans - short-term 6 29,403 20,751 Flow-through premium liability 12 153,033 441,935 2,578,767 2,770,810 Non-current liabilities Loans - long-term 6 1,729 17,298 Asset retirement obligation 4 258,000 258,000 259,729 275,298 Total liabilities 2,838,496 3,046,108 Shareholders' equity Share capital 9 8,634,360 8,359,738 Reserves 9 477,716 478,377 Deficit (5,050,121) (4,766,439) Total shareholders' equity 4,061,955 4,071,676 Total liabilities and shareholders' equity 6,900,451 7,117,784 Nature of operations and going concern 1 Event after the reporting period 15 Approved on behalf of the Board of Directors on December 1, 2025: “Darren Bahrey” Director “Marcio Fonseca” Director StrategX Elements Corp. Condensed Interim Statements of Changes in Shareholders’ Equity Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended September 30, 2025 and September 30, 2024 The accompanying notes are an integral part of these condensed interim financial statements. 3 Total Number Share Subscriptions Accumulated shareholde
---
rs' of shares capital in advance Reserves deficit equity # $ $ $ $ $ December 31, 2023 33,392,679 4,907,738 10,000 598,896 (5,024,948) 491,686 Private placement shares issued 17,900,000 4,790,000 - - - 4,790,000 Share issue costs - (65,500) - - - (65,500) Flow-through premium liability - (1,425,000) - - - (1,425,000) Exercise of warrants 1,300,000 130,000 (10,000) - - 120,000 Re-allocated on expiry of warrants - - - (120,519) 120,519 - Income and comprehensive income for the period - - - - 557,699 557,699 September 30, 2024 52,592,679 8,337,238 - 478,377 (4,346,730) 4,468,885 December 31, 2024 52,592,679 8,359,738 - 478,377 (4,766,439) 4,071,676 Private placement units issued 3,712,000 296,960 - - - 296,960 Share issuance costs - (22,338) - - - (22,338) Re-allocated on expiry of warrants - - - (661) 661 - Loss and comprehensive loss for the period - - - - (284,343) (284,343) September 30, 2025 56,304,679 8,634,360 - 477,716 (5,050,121) 4,061,955 StrategX Elements Corp. Condensed Interim Statements of Income (Loss) and Comprehensive Income (Loss) Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the three and nine months ended September 30, 2025 and September 30, 2024 The accompanying notes are an integral part of these condensed interim financial statements. 4 September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 $ $ $ $ Expenses Accretion expense 7,8 40,046 39,221 116,419 117,133 Accounting and auditing 40,858 5,975 72,058 24,975 Amortization of right-of-use asset 8 - 8,526 8,527 25,580 Corporate shareholder communication 1,625 3,261 3,250 28,701 Insurance 4,799 5,634 15,750 19,185 Legal 22,995 3,649 25,510 14,206 Management fees 10 25,500 25,500 124,000 102,208 Office 8,404 15,251 23,898 26,216 Salary and benefits 10 8,625 12,940 34,500 38,822 Transfer agent and filing fees 4,973 4,111 13,512 16,289 Travel - - 4,023 673 Loss from operating expenses (157,825) (124,068) (441,447) (413,988) Gain on derecognition of lease liability 8 - - 2,035 - Gain on extension of fixed term accounts payable 7 - - 27,329 7,850 Impairment of mineral properties 5 (161,162) - (161,162) - Other income on settlement of flow-through premium liability 12 194,426 941,837 288,902 963,837 Income (loss) and comprehensive income (loss) for the period (124,561) 817,769 (284,343) 557,699 Earning (loss) per share Weighted average number of common shares outstanding - Basic # 56,304,679 52,592,679 53,163,756 41,597,788 - Diluted # 56,304,679 52,592,679 53,163,756 41,597,788 Basic earning (loss) per share $ (0.00) 0.02 (0.01) 0.01 Diluted earning (loss) per share $ (0.00) 0.02 (0.01) 0.01 Note Nine months ended Three months ended StrategX Elements Corp. Condensed Interim Statements of Cash Flows Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended September 30, 2025 and September 30, 2024 The accompanying notes are an integral part of these condensed interim financial statements. 5 September 30, September 30, 2025 2024 Note $ $ Operating activities Net income (loss) for the period (284,343) 557,699 Adjustments for: Accretion and interest expense 116,419 110,612 Amortization of right-of-use assets 8,527 25,580 Accrued interest - 382 Gain on derecognition of lease liability (2,035) - Gain on extension of fixed term accounts payable (27,329) (7,850) Impairment of mineral properties 161,162 - Other income on settlement of flow-through premium liability (288,902) (963,837) Changes in non-cash
---
working capital items 11 194,564 107,803 (121,937) (169,611) Financing activities Private placement units/shares issued 296,960 4,910,000 Share issue costs (14,338) (12,000) Repayment of lease liability 8 (9,923) (29,767) Repayment of loan 6 (6,920) - 265,779 4,868,233 Investing activities Mineral property acquisition costs 5 (32,405) - Exploration advances 5 - (37,161) Deferred exploration and evaluation expenditures 5 (980,177) (2,742,463) Long-term deposits 6,844 24,256 Purchase of capital assets - (56,000) Restricted cash 3 896,181 (1,670,719) (109,557) (4,482,087) Change in cash 34,285 216,535 Cash, beginning of period 108,756 5,766 Cash, end of period 143,041 222,301 Supplemental cash flow information 11 StrategX Elements Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended September 30, 2025 and September 30, 2024 6 1. Nature of operations and going concern StrategX Elements Corp. (“StrategX” or the “Company”) was incorporated on June 28, 2018 under the laws of British Columbia, Canada. On January 10, 2022, the Company’s common shares commenced trading on the Canadian Securities Exchange (“CSE”) under the symbol “STGX”. The Company’s principal business activity is the acquisition and exploration of mineral property interests. The Company is in the exploration stage and substantially all the Company’s efforts are devoted to financing and developing these property interests. There has been no determination whether the Company’s interests in unproven mineral property interests contain economically recoverable mineral resources. The Company’s head office is located at 514-55 Water Street, Vancouver, British Columbia, Canada. These condensed interim financial statements (the “financial statements”) are prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operations. As an exploration stage company, the Company does not have traditional sources of revenue and historically has relied on equity and related party financing to cover its operating expenses. As at September 30, 2025, the Company had a working capital deficiency of $2,257,777 (December 31, 2024 – $1,501,247) and shareholders’ equity of $4,061,955 (December 31, 2024 - $4,071,676). Although the Company has been successful in raising equity capital to date, there can be no assurance that adequate or sufficient capital will be available in the future or available under terms acceptable to the Company. These conditions may cast significant doubt about the Company’s ability to continue as a going concern. 2. Material accounting policies Basis of presentation These financial statements have been prepared in conformity with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, using the same accounting policies as detailed in the Company‘s annual audited financial statements for the year ended December 31, 2024, and do not include all the information required for full annual financial statements in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board ("IASB"). It is suggested that these financial statements be read in conjunction with the annual audited financial statements. These financial
---
statements have been prepared on a historical cost basis, except for financial instruments measured at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information. All amounts on the financial statements are presented in Canadian dollars which is the functional currency of the Company. Material accounting policies The accounting policies, estimates and critical judgments, methods of computation and presentation applied in these financial statements are consistent with those of the most recent annual audited consolidated financial statements and are those the Company expects to adopt in its financial statements for the year ended December 31, 2025. Accordingly, these financial statements should be read in conjunction with the Company’s most recent annual consolidated audited financial statements. New accounting policies Certain pronouncements have been issued by the IASB or IFRIC that are effective for the Company’s accounting period beginning on January 1, 2025. The adoption of these standards has not had a material impact on disclosures or amounts reported in these financial statements. StrategX Elements Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended September 30, 2025 and September 30, 2024 7 2. Material accounting policies (continued) Recently issued but not yet effective accounting standards The Company has not yet adopted certain new standards, amendments and interpretations to existing standards as outlined below, which have been published but are only effective for future accounting periods. IFRS 18 Presentation and Disclosure in Financial Statements In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements (“IFRS 18”). This standard aims to improve the consistency and clarity of financial statement presentation and disclosures by providing updated guidance on the structure and content of financial statements. Key changes include enhanced requirements for the presentation of financial performance, financial position, and cash flows, as well as additional disclosures to improve transparency and comparability. In addition, IFRS 18 requires entities to classify income and expenses into five categories, three of which are new – i.e. operating, investing and financing – and the income tax and discontinued operation categories. The new standard sets out detailed requirements for classifying income and expenses into each category. These amendments are effective for annual periods beginning on or after January 1, 2027. The Company is currently assessing the impact that the adoption of IFRS 18 will have on its financial statements. 3. Restricted cash On June 24, 2024, the Company closed a non-brokered private placement by issuing 15,000,000 charity flow-through shares at $0.30 per share for gross proceeds of $4,500,000 (Note 9). The Company received $1,000,000 directly and the remaining $3,500,000 was deposited in a trust account with Fasken Martineau Dumoulin LLP (the “Escrow Agent”) as per an escrow agreement entered into with the Escrow Agent and WCPD Advisers Inc. (the “Payment Certifier”). According to the escrow agreement, the proceeds shall only be used for qualified flow-through exploration expenditures. When exploration expenditures are incurred, the Company shall provide detailed documents and information to the
---
Payment Certifier who will review and approve the expenditure. After receiving the approval from the Payment Certifier, the Escrow Agent will make payments to the suppliers directly from the trust account. Through to September 30, 2025, the Company has withdrawn $896,181 (December 31, 2024 - $2,577,571) from the trust account. As of September 30, 2025, there is $26,248 (December 31, 2024 - $922,429) held in the Escrow Agent’s trust. StrategX Elements Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended September 30, 2025 and September 30, 2024 8 4. Equipment Geological Equipment Camp Total $ $ $ Cost December 31, 2023 35,045 - 35,045 Additions 15,038 314,000 329,038 December 31, 2024 50,083 314,000 364,083 Accumulated depreciation December 31, 2023 20,443 - 20,443 Additions 11,682 20,933 32,615 December 31, 2024 32,125 20,933 53,058 Cost December 31, 2024 50,083 314,000 364,083 September 30, 2025 50,083 314,000 364,083 Accumulated depreciation December 31, 2024 32,125 20,933 53,058 Additions 6,680 47,100 53,780 September 30, 2025 38,805 68,033 106,838 Carrying value December 31, 2024 17,958 293,067 311,025 September 30, 2025 11,278 245,967 257,245 During the nine months ended September 30, 2025, amortization of $53,780 (2024 - $8,761) was recorded in mineral property interests. During the year ended December 31, 2024, the Company paid $56,000 to 10X Minerals Inc. to acquire a camp to assist with future exploration activities (Notes 5 and 11). The Company assessed the asset retirement costs of demolition and demobilization of the camp as $258,000. The fair value of the reclamation liability was determined to be equal to the estimated reclamation costs, which primarily include costs of labor and transportation. As at September 30, 2025, the Company is unable to predict with any precision the timing of the cash flows related to the reclamation activities. StrategX Elements Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended September 30, 2025 and September 30, 2024 9 5. Mineral property interests The Company’s mineral property interests consist of exploration stage mineral properties located in Northwest Territories, Canada and Nunavut, Canada. Changes in the project carrying amounts for the nine months ended September 30, 2025 and September 30, 2024, are summarized as follows: December 31, Acquisition/staking/ Exploration and September 30, 2024 assessments evaluation Impairment 2025 $ $ $ $ $ Project EA South (Northwest Territories) 7,800 - 153,362 (161,162) - Project Tasijuaq (Nunavut) 7,750 - - - 7,750 Project NagVaak (Nunavut) 5,428,328 - 773,720 - 6,202,048 Project Mel (Nunavut) - 32,405 28,783 - 61,188 5,443,878 32,405 955,865 (161,162) 6,270,986 December 31, Acquisition/staking/ Exploration and September 30, 2023 assessments evaluation 2024 $ $ $ $ Project 939 (Northwest Territories) - - 1,500 1,500 Project Tasijuaq (Nunavut) - - 7,750 7,750 Project NagVaak (Nunavut) 2,197,472 - 3,092,851 5,290,323 2,197,472 - 3,102,101 5,299,573 Exploration and evaluation expenditures on the projects consisted of the following: September 30, September 30, 2025 2024 $ $ Amortization (Note 4) 53,780 8,761 Assay - 2,286 Camp costs - 175,779 Consulting 89,466 3,800 Data 25,380 78,980 Drilling 222,979 1,373,453 Equipment rental 6,718 - Geological 64,860 - Gene
---
ral exploration 4,024 67,898 Fuel 1,427 - Field 134,265 - Licenses and permitting (10,236) 10,315 Project manager (Note 11) - 56,000 Travel 37,465 - Flight and helicopter 325,737 1,324,829 955,865 3,102,101 StrategX Elements Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended September 30, 2025 and September 30, 2024 10 5. Mineral property interests (continued) Project 939 and EA South, Northwest Territories, Canada On September 24, 2018, the Company entered into a Letter of Agreement (the “Agreement”) with Hunter Exploration Group. Pursuant to the terms of the Agreement, the Company will acquire 100% of interest in the Project 939 and EA South Project located in the Northwest Territory, Canada. Project 939 and EA South comprises 12 prospecting permits (93,821 hectares) and 16 mining claims (12,638 hectares). The Agreement was replaced by a Property Purchase Agreement dated January 11, 2021 and subsequently amended on October 8, 2021, December 20, 2022, and then on October 13, 2023. According to the Property Purchase Agreement and the amendments, the Company will have the following obligations: Cash payments $100,000 On or before July 3, 2018 (paid) $100,000 On or before August 17, 2018 (paid) $50,000 On or before July 1, 2019 (paid) $50,000 On or before July 1, 2021 (paid) $50,000 On or before July 1, 2022 (paid) $350,000 Work Commitment $300,000 By December 31, 2018 $700,000 By December 31, 2019 $1,000,000 By December 31, 2020 $2,000,000 By December 31, 2021 $4,000,000 (Amended to complete the total amount by December 31, 2025) As of September 30, 2025, the Company has incurred cumulatively $1,931,485 (December 31, 2024 - $1,770,324) in expenditures capitalized to mineral property interests. Share payments Issue 1,500,000 share units within 10 days of completing the $4,000,000 work commitment (Amended to issue the shares no later than January 10, 2026). Each share unit will be comprised of one common share of the Company and one share purchase warrant. Each warrant will be exercisable into one common share of the Company at a price of $0.50 per share for a period of five years from the date of issuance. Annual Advanced Royalty Payment (“AARP”) Commencing July 1, 2023 (Amended to July 1, 2025), a $100,000 AARP to be paid on or before July 1 and that of each subsequent year until the commencement of commercial production. Royalties The Project is subject to 2% net smelter royalty and a 2% gross overriding royalty on diamonds. Impairment During the year ended December 31, 2024, the Company recognized an impairment of $64,350 on Project 939 due to a lack of an exploration plan. During the year ended December 31, 2024, the Company determined to continue exploration on the Project Tasijuaq and began to recapitalize exploration expenditures. StrategX Elements Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended September 30, 2025 and September 30, 2024 11 5. Mineral property interests (continued) Project 939 and EA South, Northwest Territories, Canada (continued) Impairment (continued) During the nine months ended September 30, 2025, the Company recognized an impairment of $161,162 on EA South due to the termination of the Agreement with the Hunter Exploration Group. Project Tasijuaq (previously “Project N”), Nunavut, Canada During the year ended D
---
ecember 31, 2021, the Company staked 13 claims at a cost pf $30,175 (“Project N”), 9,646 hectares located adjacent and outside of Project Mel (see note below), at the Melville Peninsula region of Nunavut, Canada. In March 2022, the Company staked an additional 4 claims, 1,013 hectares, at a cost of $2,340. Project NagVaak, Nunavut, Canada Effective August 1, 2021, the Company entered into a Mineral Exploration Agreement with Nunavut Tunngavik Incorporated (“NTI”), pursuant to which, the Company obtained a renewable 20-year lease with an area of approximately 2,665 hectares expiring on July 31, 2041. Annual fees Year Annual fees ($/hectare/year) Due date 1 1 On signing (paid) 2-5 2 On 1st (paid), 2nd (paid), 3rd (paid) and 4th anniversary dates 6-10 3 On 5th, 6th, 7th, 8th and 9th anniversary dates 11-15 4 On 10th, 11th, 12th, 13th and 14th anniversary dates 16-20 5 On 15th, 16th, 17th, 18th and 19th anniversary dates Minimum annual exploration work requirement Year Minimum annual work requirement ($/hectare/year) 1-2 5 (met) 3-5 10 (year 3 met) 6-10 20 11-15 30 16-20 40 Exploration advance As at September 30, 2025, the Company advanced $34,803 (December 31, 2024 - $37,161) to a flight contractor, $1,427 (December 31, 2024 - $nil) to a geological contractor, $nil (December 31, 2024 - $2,500) to a consultant, and $nil (December 31, 2024 - $3,390) with Worker’s Safety and Compensation Commission. StrategX Elements Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended September 30, 2025 and September 30, 2024 12 5. Mineral property interests (continued) Project Mel, Nunavut, Canada Pursuant to an agreement with North Arrow Minerals Inc. (“North Arrow”) dated January 13, 2021, the Company acquired 100% of the non-diamond mineral rights in respect of 46 mineral claims (covering approximately 56,075 ha of land) in Nunavut, commonly referred to as the “MEL Project”, subject to a 1% gross overriding royalty on non-diamond mineral production from the property, half of which royalty may be purchased at any time by the Company for $1,000,000. This royalty applies to any property owned by the Company within an area of interest extending up to 5 km from the Mel Project boundary. Pursuant to the same agreement, the Company will be granted a 2% gross overriding diamond royalty (reduced to 1% in areas where there is an existing underlying royalty) over the same property, half of which royalty may be purchased by North Arrow at any time for $2,000,000. As consideration being paid for Mel Project, both the 1% gross overriding royalty on non-diamond mineral production and the 2% gross overriding royalty are valued at $nil. During the year ended December 31, 2024, the Company paid $56,000 to 10X Minerals Ltd. to purchase the camp (Note 4). During the nine months ended September 30, 2025, the Company incurred $32,405 to stake claims in the area. Title to resource properties Although the Company has taken steps to verify the title to exploration 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 title may be affected by undetected defects. Realization of assets The investment in and expenditures on exploration properties comprise a significant porti
---
on of the Company’s assets. Realization of the Company’s investment in these assets is dependent upon the establishment of legal ownership, the attainment of successful production from the properties or from the proceeds of their disposal. Resource exploration and development is highly speculative and involves inherent risks. While the rewards if an ore body is discovered can be substantial, few properties that are explored are ultimately developed into producing mines. There can be no assurance that current exploration programs will result in the discovery of economically viable quantities of ore. The amounts shown for acquisition costs and deferred exploration expenditures represent costs incurred to date and do not necessarily reflect present or future values. These costs will be depleted over the useful lives of the properties upon commencement of commercial production or written off if the properties are abandoned or the claims are permitted to lapse. Environmental The Company is subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous material and other matters. The Company may also be held liable should environmental problems be discovered that were caused by former owners and operators of its properties and properties in which it has previously had an interest. The Company conducts its mineral exploration activities in compliance with applicable environmental protection legislation. The Company is not aware of any existing environmental problems related to any of its current or former properties that may result in material liability to the Company. Environmental legislation is becoming increasingly stringent and costs and expenses of regulatory compliance are increasing. The impact of new and future environmental legislation on the Company’s operations may cause additional expenses and restrictions. If the restrictions adversely affect the scope of exploration and development on the resource properties, the potential for production on the property may be diminished or negated. StrategX Elements Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended September 30, 2025 and September 30, 2024 13 6. Loan payable Canada Emergency Business Account (“CEBA”) loan On April 30, 2020, the Company received a $40,000 CEBA loan from Bank of Montreal. The loan was interest-free, with $10,000 eligible for forgiveness if $30,000 was repaid by December 31, 2022. It was initially recorded at fair value of $23,257 using a 10% effective rate, with the $16,743 residual recognized as other income. In January 2022, the Government of Canada declined the Company’s CEBA application, and the loan was converted to a non-revolving term loan effective January 21, 2022. As a result, $12,727 of the grant was reversed and the loan balance was restored to $40,000 at December 31, 2021. On October 24, 2024, the Company entered into a repayment agreement with the Canada Revenue Agency to repay $41,509 (principal and interest) in 24 monthly instalments of $1,730 beginning November 1, 2024. As of September 30, 2025, the Company has a loan balance of $29,403 (December 31, 2024 - $38,049), of which $1,729 (December 31, 2024 - $17,298) is classified as a long-term loan. 7. Accounts payable – fixed term Effective December 31, 2023, the Company en
---
tered into five forbearance agreements with its vendors. As of December 31, 2023, the Company had accounts payable totaling $1,280,678 with the five vendors. According to the forbearance agreements, the vendors agreed to extend the payment period of the accounts payable totaling $1,189,419 until December 2025. For accounting purposes, as at December 31, 2023, the Company reclassified the $1,189,419 to long-term accounts payable and measured the present value ($883,932) using a discount rate of 16% as determined from its incremental borrowing rate. The difference of $305,487 is recorded as discount on fair value of long-term accounts payable. On February 4, 2025, one vendor agreed to extend the repayment period of its accounts payable of $751,697 from December 31, 2025 to April 30, 2026. A gain of loan extension of $27,329 was recorded during the nine months ended September 30, 2025. A summary of the Company’s fixed term accounts payable as at September 30, 2025 and December 31, 2024, and changes during the period/year then ended is as follows: September 30, 2025 December 31, 2024 $ $ Balance outstanding, beginning of period/year 1,025,740 883,932 Accretion 115,288 141,808 Gain on loan extension (27,329) - Balance outstanding, end of period/year 1,113,699 1,025,740 StrategX Elements Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended September 30, 2025 and September 30, 2024 14 8. Right-of-use (“ROU”) asset and lease liability On September 5, 2023, the Company entered into an office lease agreement for a 24-month lease period starting November 1, 2023. In accordance with IFRS 16 Leases, the Company recorded right-of-use assets of $68,215 and recognized lease liabilities of $68,215 on commencement of the lease. As at September 5, 2023, the Company measured the present value of its lease liabilities using a discount rate of 15% as determined from its incremental borrowing rate. ROU asset A summary of the Company’s ROU asset as at September 30, 2025 and December 31, 2024, and changes during the period/year then ended is as follows: Sepember 30, 2025 December 31, 2024 $ $ Balance outstanding, beginning of period/year 28,423 62,530 Amortization (8,527) (34,107) Derecognition (19,896) - Balance outstanding, end of period/year - 28,423 Lease liability A summary of the Company’s lease liability as at September 30, 2025 and December 31, 2024, and changes during the period/year then ended is as follows: September 30, 2025 December 31, 2024 $ $ Balance outstanding, beginning of period/year 30,726 62,473 Accretion 1,128 7,943 Lease payments (9,923) (39,690) Derecognition (21,931) - Balance outstanding, end of period/year - 30,726 During the nine months ended September 30, 2025, the Company transferred its lease obligations to Global X Investment Group, which is an entity controlled by the Company’s CEO (Note 10). This resulted in a gain on derecognition of the lease liability of $2,035. StrategX Elements Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended September 30, 2025 and September 30, 2024 15 9. Share capital The authorized share capital of the Company consists of unlimited common shares without par value. All shares issued are fully paid. Transactions for the issue of share capital during the nine months ended September 30, 2025: • On August 19, 2
---
025, the Company completed a private placement consisting of the issue of 3,712,000 non- flow-through units at a price of $0.08 per unit for gross proceeds of $296,960. Each unit is comprised of one common share and one-half of one share purchase warrant, with each whole warrant exercisable at a price of $0.15 until August 19, 2028. No value was allocated to the warrant component of the units sold. Finders’ fees totaling $14,338 were incurred in respect of the unit offerings. Legal and filing fees amounted to $8,000 and were recorded as share issue costs and were deducted from share capital. Transactions for the issue of share capital during the nine months ended September 30, 2024: • On January 10, 2024, the Company issued 1,300,000 shares pursuant to an exercise of 1,300,000 warrants at $0.10 per warrant for gross proceeds of $130,000, $10,000 of which was received in December 2023. • On May 3, 2024, the Company closed a non-brokered private placement by issuing 2,900,000 common shares at $0.10 per share for gross proceeds of $290,000. The Company paid a total of $12,000 as finder's fees. • On June 24, 2024, the Company closed a non-brokered private placement by issuing 15,000,000 flow-through common shares at $0.30 per share for gross proceeds of $4,500,000, of which $1,425,000 is recorded as a flow-through premium liability (Note 12). The Company deposited $3,500,000 with the Escrow Agent’s trust account (Note 3). The Company incurred $31,000 legal fees. Share escrow In accordance with National Policy 46-201 - Escrow for Initial Public Offerings of the Canadian Securities Administrators, certain principals of the Company entered into escrow agreements with the Company and its transfer agent. Pursuant to the escrow agreements, 3,920,001 shares and 1,650,000 warrants were escrowed for a period of 36 months on December 17, 2021. During the escrowed period, the securityholders are not permitted to sell, transfer, assign, mortgage, or enter into a derivative transaction in regards with the escrowed securities. The escrowed securities were released by 10% on January 10, 2022, the date the Company’s shares are listed for trading on CSE, and then 15% every six months thereafter. As of September 30, 2025, $nil (December 31, 2024 – 588,000) shares remain in escrow. Stock options On March 31, 2021, the Company adopted a stock option plan whereby the Board of Directors may, from time to time, grant options to directors, officers, employees and consultants. The term of the option grants is up to ten years and the vesting schedule, if any, will be determined by the Board of Directors. The maximum number of common shares reserved for issue shall not exceed 15% of the total number of common shares issued and outstanding as at the grant date. A summary of the Company’s stock options as at September 30, 2025 and December 31, 2024, and changes during the period/year then ended is as follows: Weighted average Weighted average Options exercise price Options exercise price # $ # $ Options outstanding, beginning of period/year 2,100,000 0.25 2,100,000 0.25 Cancelled (925,000) 0.25 - - Options outstanding, end of period/year 1,175,000 0.25 2,100,000 0.25 September 30, 2025 December 31, 2024 Period ended Year ended StrategX Elements Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended September 30, 2025 and September 30, 2024 16 9. Share capital (continued) As
---
at September 30, 2025, the Company has stock options outstanding and exercisable as follows: Options Options Exercise Weighted average outstanding exercisable price Expiry date remaining life # # $ (years) 1,175,000 1,175,000 0.25 January 10, 2027 1.28 Warrants As an incentive to complete private placements, the Company may issue units which include common shares and common share purchase warrants. Using the residual value method, the Company determines whether a value should be allocated to the warrants attached to the units sold in completed private placements. Finders’ warrants may be issued as a private placement share issue cost and are valued using the Black-Scholes option pricing model. A summary of the status of the Company’s warrants as at September 30, 2025 and December 31, 2024, and changes during the period/year then ended is as follows: Weighted average Weighted average Warrants exercise price Warrants exercise price # $ # $ Warrants outstanding, beginning of period/year 3,030,624 0.41 7,280,624 0.24 Granted 1,856,000 0.15 - - Exercised - - (1,300,000) 0.10 Expired (1,418,024) 0.45 (2,950,000) 0.12 Warrants outstanding, end of period/year 3,468,600 0.26 3,030,624 0.41 September 30, 2025 December 31, 2024 Period ended Year ended During the nine months ended September 30, 2025, the Company issued 1,856,000 warrants in connection with the private placement unit offering completed. No value was attributed to these warrants. During the year ended December 31, 2024, the Company issued 1,300,000 shares pursuant to the exercise of 1,300,000 warrants at $0.10 per share. The remaining 1,900,000 warrants exercisable at $0.10 per share expired without being exercised. In addition, 1,050,000 warrants exercisable at $0.15 expired without being exercised. The Company transferred $120,519, the fair value of the 2,950,000 expired warrants from reserve to deficit on the expiry date. As at September 30, 2025, the Company had warrants outstanding and exercisable as follows: Warrants Warrants Exercise outstanding exercisable price Expiry date # # $ (1) 950,500 950,500 0.40 October 25, 2025 330,300 330,300 0.40 December 2, 2025 31,800 31,800 0.40 December 30, 2025 300,000 300,000 0.30 August 21, 2026 1,856,000 1,856,000 0.15 August 19, 2028 3,468,600 3,468,600 (1) Subsequently expired unexercised. StrategX Elements Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended September 30, 2025 and September 30, 2024 17 10. Related party transactions The Company’s related parties include key management personnel and their management entities. Key management personnel are those persons having authority and responsibility for planning, directing, and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity. There were no loans to key management personnel or their management entities during the nine months ended September 30, 2025 and September 30, 2024. Key management personnel receive no salaries, non-cash benefits (other than incentive stock options), or other remuneration directly from the Company (other than noted below). Key management personnel participate in the Company’s stock option plan. The Company transacted with the following related parties: (a) Darren Bahrey is the Company’s CEO, and a Company Director. Mr. Bahrey was also previously the Company’s President, a positi
---
on which he resigned from on June 27, 2025. Mr. Bahrey controls Global X Investment Group (2020) Ltd (“Global X”). which provides the Company with executive management services for $8,500 per month ($102,000 per year) charged as management fees. (b) Ryan McEachern is the Company’s President, COO, and a Company Director. Mr. McEachern was appointed as the Company’s President on June 27, 2025, taking over the position from Mr. Bahrey (discussed above). Mr. McEachern was also previously the Company’s interim CFO, a position which he resigned from on June 27, 2025. Mr. McEachern controls Stratis Consultants Inc. (“Stratis”). which provides the Company with executive management services for $7,917 per month ($95,004 per year) charged as management fees. (c) Gary Wong is the Company’s Vice President of Exploration, a position in which he resigned from on April 2, 2025. Mr. Wong controls PDM Technical (“PDM”). which previously provided the Company with project management services which were capitalized as exploration and evaluation expenditures. (d) Andrea Yuan was the Company’s former CFO, a position which she resigned from in February 2024. Ms. Yaun controlled Black Dragon Financial Consulting (“Black Dragon”) which previously provided the Company with executive management services charged as management fees. (e) Stephen Brohman was appointed as the Company’s interim CFO on June 27, 2025. He is a principal of Donaldson Brohman Martin CPA, Inc. (“DBM CPA”), a firm in which he has significant influence. DBM CPA provides the Company with accounting and tax services. (f) 10X Minerals Ltd is a private entity in which Mr. Bahrey is the CEO. The transactions and outstanding balances with key management personnel and their management entities were as follows: Transactions Transactions Balances Balances Nine months ended Nine months ended outstanding outstanding September 30, September 30, September 30, December 31, 2025 2024 2025 2024 $ $ $ $ Black Dragon - 15,000 - 98,175 DBM CPA 20,000 - 10,500 - Global X 76,500 59,500 136,294 78,527 PDM - 56,000 - 119,025 Stratis (1) 71,250 27,708 117,917 69,865 167,750 158,208 264,711 365,592 (1) Includes geological services of $23,750 for the nine months ended September 30, 2025 (2024 - $nil). StrategX Elements Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended September 30, 2025 and September 30, 2024 18 10. Related party transactions (continued) All related party balances are unsecured and are due within thirty days without interest. The related party transactions do not include expense reimbursements or sales tax amounts that are included in the year end related party payable balances. Due from related party On August 1, 2018, the Company and the CEO entered into a Revolving Line of Credit Agreement (“LOC”). Pursuant to the Agreement, the Company will make payments towards Project Green located in the Republic of Panama, of which the CEO currently holds the mineral property application. The LOC has a maximum funding amount of US$100,000, interest free, and repayable by July 31, 2025. On June 15, 2021, the Company, the CEO and 10X Minerals Corp. (“10X”) entered into a loan Assignment and Assumption Agreement, pursuant to which 10X assumed the LOC from the CEO, and the Company consent to the assignment of the LOC from the CEO to 10X. The Company expects to have the loan settled with common shares of 10X. 10X was
---
incorporated on March 10, 2021 under the laws of British Columbia, Canada, and is also controlled by the CEO. 10X is a junior exploration company focused on exploring diamonds and specialty minerals in Nunavut, Canada. As of December 31, 2024, the Company assessed there was high uncertainty that the loan may not be repaid by 10X by the due date, and as a result, recorded an impairment of the loan of US$99,543 (December 31, 2024 - $143,178; December 31, 2023 - $nil) in the statement of income (loss) and comprehensive income (loss). 11. Supplemental cash flow information Changes in non-cash working capital during the nine months ended September 30, 2025 and September 30, 2024, were comprised of the following: September 30, September 30, 2025 2024 $ $ Receivables 82,512 (161,317) Prepayments 4,165 (17,134) Accounts payable and accrued liabilities 100,355 231,821 Accounts payable to related parties 7,532 54,433 Net change 194,564 107,803 The Company incurred non-cash financing and investing activities during nine months ended September 30, 2025 and September 30, 2024 as follows: September 30, September 30, 2025 2024 $ $ Non-cash financing activities: Share issue costs included in accounts payable and accrued liabilities 61,500 85,000 Share capital reduced by flow-through premium liability - 1,425,000 61,500 1,510,000 Non-cash investing activities: Amortization in mineral property interests 53,780 8,761 Deferred exploration expenditures included in accounts payable and accrued liabilities 432,573 990,546 Deferred exploration expenditures included in due to related parties - 105,489 Prepayments included in accounts payable and accrued liabilities - 26,500 486,353 1,131,296 During the nine months ended September 30, 2025 and September, 2024, there were no amounts were paid for interest or income taxes. StrategX Elements Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended September 30, 2025 and September 30, 2024 19 12. Commitment On June 24, 2024, the Company closed a non-brokered private placement by issuing 15,000,000 flow-through shares at $0.30 per share for gross proceeds of $4,500,000. The Company is required to spend the funds on qualified exploration programs no later than December 31, 2025. The Company renounced the expenditures and available income tax benefits to the flow-through shareholders effective December 31, 2024. As at September 30, 2025, approximately $4,016,736 of the funds had been spent. The flow-through shares were issued at a premium to the trading value of the Company’s common shares, which reflected the value of the income tax write-offs that the Company will renounce to the flow-through shareholders. The premium was determined to be $1,425,000 and was recorded as a reduction of share capital. An equivalent flow- through share premium liability was recorded, which is being reversed pro-rata as the required exploration expenditures are incurred. A summary of the Company’s flow-through premium liability as at September 30, 2025 and December 31, 2024, and changes during the period/year then ended is as follows: September 30, December 31, 2025 2024 $ $ Balance, beginning of period/year 441,935 22,000 Addition - 1,425,000 Reduction - pro-rata based on eligible expenditures (288,902) (1,005,065) Balance, end of period/year 153,033 441,935 13. Financial risk management Capital management The Company’s capital management objec
---
tive is to ensure its ability to continue as a going concern to meet its operational obligations and to maintain capital access to fund its mineral exploration activities in Northwest Territory and Nunavut, Canada. The capital that the Company manages is the total of liabilities and equity on the statements of financial position. The Company may modify the capital structure to meet its funding needs by issuing new equity shares and/or debt instruments, disposing assets or bringing in joint venture partners. To facilitate the management of its capital, the Company prepares annual budgets approved by the Board of Directors. The budget is reviewed and updated periodically to account for changes in the expenditures and economic conditions. The Company is not subject to any externally imposed capital requirements. Financial instruments - fair value The Company’s financial instruments consist of cash, restricted cash, reclamation bond, accounts payable and accrued liabilities, accounts payable – fixed term, and accounts payable to related parties. The carrying value of accounts payable and accrued liabilities, accounts payable – fixed term, and accounts payable to related parties approximates their fair value because of the short-term nature of these instruments. Financial instruments measured at fair value on the condensed interim statements of financial position, if any, are summarized into the following fair value hierarchy levels: • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). StrategX Elements Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended September 30, 2025 and September 30, 2024 20 13. Financial risk management (continued) Financial instruments - fair value (continued) Level 1 Level 2 Level 3 Total $ $ $ $ September 30, 2025 Cash 143,041 - - 143,041 Restricted cash 26,248 - - 26,248 169,289 - - 169,289 December 31, 2024 Cash 108,756 - - 108,756 Restricted cash 922,429 - - 922,429 1,031,185 - - 1,031,185 Financial instruments – risk The Company’s financial instruments are exposed to certain financial risks, including credit risk, liquidity risk, and market risk. a) Credit risk Credit risk arises from cash held with financial institutions as well as credit exposure on outstanding receivables. The Company’s cash and restricted cash is held at high-credit rating financial institutions. Receivables only consist of refundable government goods and services tax. b) Liquidity risk Liquidity risk is the risk that the Company might not be able to meet its obligations and commitments as they come due. As at September 30, 2025, the Company had cash of $143,041 (December 31, 2024 - $108,756) and a working capital deficiency of $2,257,777 (December 31, 2024 - $1,501,247). The Company intends to continue relying on the issuance of securities to finance its future activities; however, there can be no assurance that such financing will be available on a timely basis under terms acceptable to the Company. c) Market risk Market risk is the risk of loss that may arise from changes in market factors such as int
---
erest rates, foreign exchange rates, and equity prices. d) Interest rate risk Interest rate risk arises from changes in market rates of interest that could adversely affect the Company. The Company’s exposure to interest rate risk is insignificant. e) Price risk Equity price risk arises from market fluctuations in equity prices that could adversely affect the Company’s operations. The Company’s current exposure to equity price risk is limited to declines in the values and volumes including those of its own shares, which could impede its ability to raise additional funds when required. f) Currency risk Foreign currency risk arises from fluctuations in foreign currencies versus the Canadian dollar that could adversely affect reported balances and transactions denominated in those currencies. The Company does not hold assets or liabilities in foreign currencies and therefore has a low risk on foreign currency. StrategX Elements Corp. Notes to the Condensed Interim Financial Statements Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the nine months ended September 30, 2025 and September 30, 2024 21 14. Segment information The Company has one reportable operating segment, being the acquisition and exploration of mineral properties. At September 30, 2025 and December 31, 2024, the Company’s mineral property interests are located in Canada. All expenses and cash receipts pertaining to exploration and evaluation activities are capitalized. 15. Event after reporting period On October 3, 2025, the Company granted 3,400,000 stock options to certain directors, officers, and consultants. The stock options are exercisable for a period of ten years at a price of $0.21 per share. The options, and any underlying common shares issued on exercise thereof, will have a hold period expiring February 4, 2026 On October 10, 2025, the Company issued 2,342,304 common shares at a deemed price of $0.18 per share to settle aggregate debt of $421,615. All common shares issued in connection with these debt settlements will have a hold period expiring February 11, 2026.
View at source ↗