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EXPLORATION AND EVALUATION ASSETS | 6 Months Ended
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Jun. 30, 2025
Extractive Industries [Abstract] |
EXPLORATION AND EVALUATION ASSETS | 5. EXPLORATION AND EVALUATION ASSETS The exploration and evaluation assets of the Company consist of the acquisition costs of mining assets located in Botswana: SCHEDULE OF EXPLORATION AND EVALUATION ASSETS
|  | Selebi $ |  |  | Selkirk $ |  |  | Total $ |
|  | Botswana |  |  |  |
|  | Selebi $ |  |  | Selkirk $ |  |  | Total $ |
Balance, December 31, 2023 |  |  | 8,285,523 |  |  |  | 309,275 |  |  |  | 8,594,798 |
Foreign currency translation |  |  | 242,955 |  |  |  | 9,068 |  |  |  | 252,023 |
Balance, December 31, 2024 |  |  | 8,528,478 |  |  |  | 318,343 |  |  |  | 8,846,821 |
Balance |  |  | 8,528,478 |  |  |  | 318,343 |  |  |  | 8,846,821 |
Foreign currency translation |  |  | (50,266 | ) |  |  | (1,877 | ) |  |  | (52,143 | )
Balance, June 30, 2025 |  |  | 8,478,212 |  |  |  | 316,466 |  |  |  | 8,794,678 |
Balance |  |  | 8,478,212 |  |  |  | 316,466 |  |  |  | 8,794,678 |
The following is a description of the Company’s exploration and evaluation assets and the related spending commitments: Botswana Assets - Selebi and Selkirk In September 2021, the Company executed the Selebi Asset Purchase Agreement (“Selebi APA”) with the BCL Limited (“BCL”) liquidator to acquire the Selebi Mines formerly operated by BCL. In January 2022, the Company closed the transaction and ownership of the Selebi Mines transferred to the Company. Pursuant to the Selebi APA, the aggregate purchase price payable to the seller for the Selebi Mines shall be the sum of $77,123,330 (US$56,750,000), which amount shall be paid in three instalments:
● | $2,086,830 (US$1,750,000) payable on the closing date. This payment has been made. The Company also made care and maintenance funding contributions in respect of the Selebi Mines from March 22, 2021 to the closing date of $6,164,688 (US$5,178,747).
Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2025 and 2024 (Expressed in Canadian dollars)
● | $34,107,500 (US$25,000,000) payable upon the earlier of: (a) approval by the Botswana Ministry of Mineral Resources, Green Technology and Energy Security (“MMRGTES”) of the Company’s Section 42 and Section 43 applications (for the further extension of the mining licence and conversion of the mining licence into an operating licence, respectively), and (b) January 31, 2026, the expiry date of the study phase.
● | $40,929,000 (US$30,000,000) payable on the completion of mine construction and production start-up (commissioning) by the Company on or before January 31, 2030, but not later than four years after the approval by the Minister of MMRGTES of the Company’s Section 42 and Section 43 applications.
The total acquisition cost of the Selebi Mines included the first instalment of $2,086,830 (US$1,750,000) and the payment of the care and maintenance funding contribution of $6,164,688 (US$5,178,747). As per the terms and conditions of the Selebi APA, the Company has the option to cancel the second and third payments and return the Selebi Mines to the liquidator if the Company determines that the Selebi Mines are not economical. The Company also has an option to pay in advance the second and third payments if the Company determines that the Selebi Mines are economical. In addition to the Selebi APA, the purchase of the Selebi Mines is also subject to a royalty agreement as well as a contingent consideration agreement with the liquidator. The royalty agreement consists of a net smelter returns royalty (the “Selebi NSR”) of 2% on the net value of sales of concentrate or other materials with respect to production from the Selebi mining licence, of which the Company has the right to buy-back 50% (Note 9). The contingent consideration agreement consists of two components: (i) a sliding scale payment of US$0.50/tonne of ore up to US$1.40/tonne of ore with respect to the discovery of new mineable deposits greater than 25 million tonnes of ore from a base case of 15.9 million tonnes, with a minimum grade of 2.5% nickel equivalent, accrued at the time of a decision to mine; and (ii) price participation of 15% on post-tax net earnings directly attributable to an increase of 25% or more in commodity prices, on a quarterly basis, for a period of seven years from the date of first shipment of concentrate or other materials. The Company also negotiated a separate asset purchase agreement (the “Selkirk APA”) with the liquidator of Tati Nickel Mining Company (“TNMC”) in January 2022 to acquire the Selkirk deposit and related infrastructure formerly operated by TNMC. The transaction closed in August 2022. The Selkirk APA does not provide for a purchase price or initial payment for the purchase of the assets. The acquisition cost of the Selkirk Mine of $327,109 (US$244,954) was the care and maintenance funding contribution from April 1, 2021, to the closing date of the Selkirk APA. The Selkirk APA provides that if the Company elects to develop the Selkirk Mine first, the payment of the second Selebi instalment of $34,107,500 (US$25,000,000) would be upon the approval by the Minister of MMRGTES of the Company’s Section 42 and Section 43 applications (for the further extension of the Selkirk mining licence and conversion of the Selkirk mining licence into an operating licence, respectively). For the third Selebi instalment of $40,929,000 (US$30,000,000), if the Selkirk Mine were to be commissioned earlier than the Selebi Mines, the payment would trigger on the Selkirk Mine’s commission date. The Selkirk APA provides for a three-year study phase expiring August 17, 2025, which can be extended for one year with written notice to the liquidator. The Company has submitted the written notice and, as of August 13, 2025, is awaiting formal acceptance by the liquidator. In addition to the Selkirk APA, the purchase of the Selkirk Mine is also subject to a royalty agreement as well as a contingent consideration agreement with the liquidator. The royalty agreement consists of a net smelter returns royalty (the “Selkirk NSR”) of 1% on the net value of sales of concentrate or other materials with respect to production from the Selkirk mining licence, which the Company has the right to buy-back in full (Note 9). The contingent consideration agreement is on similar terms as the Selebi Mines contingent consideration. In August 2023, the Company entered into a binding commitment letter with the liquidator of BCL to acquire a 100% interest in two additional deposits (“Phikwe South” and the “Southeast Extension”) located adjacent to and immediately north of the Selebi North shaft. The agreement has since lapsed and on August 11, 2025, the Company informed the liquidator of BCL that it would no longer be pursuing the acquisition of the Phikwe South and the Southeast Extension deposits. Both the Selebi Mines and Selkirk Mine are subject to a royalty payable to the Botswana Government of 5% of all precious metals sales and 3% of all base metals sales. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2025 and 2024 (Expressed in Canadian dollars) General Exploration Expenses - Details of the general exploration expenses by nature are presented as follows: SCHEDULE OF GENERAL EXPLORATION EXPENSES
|  | Selebi $ |  |  | Selkirk $ |  |  | Other $ |  |  | Total $ |  |  | Selebi $ |  |  | Selkirk $ |  |  | Other $ |  |  | Total $ |
|  | Three months ended June 30, 2025 |  |  | Three months ended June 30, 2024 |
|  | Selebi $ |  |  | Selkirk $ |  |  | Other $ |  |  | Total $ |  |  | Selebi $ |  |  | Selkirk $ |  |  | Other $ |  |  | Total $ |
Drilling |  |  | 3,034,485 |  |  |  | 703,233 |  |  |  | - |  |  |  | 3,737,718 |  |  |  | 1,008,650 |  |  |  | - |  |  |  | - |  |  |  | 1,008,650 |
Site operations, administration, & overhead |  |  | 1,362,912 |  |  |  | 344,208 |  |  |  | 113,086 |  |  |  | 1,820,206 |  |  |  | 1,274,300 |  |  |  | 101,418 |  |  |  | 47,682 |  |  |  | 1,423,400 |
Infrastructure & equipment maintenance |  |  | 731,349 |  |  |  | - |  |  |  | - |  |  |  | 731,349 |  |  |  | 908,023 |  |  |  | - |  |  |  | - |  |  |  | 908,023 |
Geology |  |  | 451,862 |  |  |  | 303,536 |  |  |  | - |  |  |  | 755,398 |  |  |  | 705,639 |  |  |  | 23,742 |  |  |  | - |  |  |  | 729,381 |
Mine development |  |  | 708,170 |  |  |  | - |  |  |  | - |  |  |  | 708,170 |  |  |  | 695,663 |  |  |  | - |  |  |  | - |  |  |  | 695,663 |
Electricity |  |  | 865,329 |  |  |  | 4,296 |  |  |  | - |  |  |  | 869,625 |  |  |  | 701,917 |  |  |  | 7,794 |  |  |  | - |  |  |  | 709,711 |
Engineering & technical studies |  |  | 495,977 |  |  |  | 15,915 |  |  |  | - |  |  |  | 511,892 |  |  |  | 202,088 |  |  |  | 74,357 |  |  |  | - |  |  |  | 276,445 |
Geophysics |  |  | 242,959 |  |  |  | 20,939 |  |  |  | - |  |  |  | 263,898 |  |  |  | 183,226 |  |  |  | 90,629 |  |  |  | - |  |  |  | 273,855 |
Freight, tools, supplies, & other consumables |  |  | 392,598 |  |  |  | 76,638 |  |  |  | - |  |  |  | 469,236 |  |  |  | 318,143 |  |  |  | 93 |  |  |  | - |  |  |  | 318,236 |
Health & safety |  |  | 127,031 |  |  |  | 3,630 |  |  |  | - |  |  |  | 130,661 |  |  |  | 67,164 |  |  |  | 43 |  |  |  | - |  |  |  | 67,207 |
Environmental, social & governance |  |  | 86,371 |  |  |  | - |  |  |  | - |  |  |  | 86,371 |  |  |  | 60,878 |  |  |  | - |  |  |  | - |  |  |  | 60,878 |
Share-based compensation |  |  | 121,262 |  |  |  | 131,310 |  |  |  | - |  |  |  | 252,572 |  |  |  | 98,261 |  |  |  | 24,566 |  |  |  | - |  |  |  | 122,827 |
Total |  |  | 8,620,305 |  |  |  | 1,603,705 |  |  |  | 113,086 |  |  |  | 10,337,096 |  |  |  | 6,223,952 |  |  |  | 322,642 |  |  |  | 47,682 |  |  |  | 6,594,276 |
|  | Selebi $ |  |  | Selkirk $ |  |  | Other $ |  |  | Total $ |  |  | Selebi $ |  |  | Selkirk $ |  |  | Other $ |  |  | Total $ |
|  | Six months ended June 30, 2025 |  |  | Six months ended June 30, 2024 |
|  | Selebi $ |  |  | Selkirk $ |  |  | Other $ |  |  | Total $ |  |  | Selebi $ |  |  | Selkirk $ |  |  | Other $ |  |  | Total $ |
Drilling |  |  | 3,718,577 |  |  |  | 703,233 |  |  |  | - |  |  |  | 4,421,810 |  |  |  | 2,559,903 |  |  |  | - |  |  |  | - |  |  |  | 2,559,903 |
Site operations, administration, & overhead |  |  | 2,294,239 |  |  |  | 386,470 |  |  |  | 152,742 |  |  |  | 2,833,451 |  |  |  | 2,458,560 |  |  |  | 204,410 |  |  |  | 95,715 |  |  |  | 2,758,685 |
Infrastructure & equipment maintenance |  |  | 1,442,278 |  |  |  | - |  |  |  | - |  |  |  | 1,442,278 |  |  |  | 1,778,704 |  |  |  | - |  |  |  | - |  |  |  | 1,778,704 |
Geology |  |  | 1,019,837 |  |  |  | 330,071 |  |  |  | - |  |  |  | 1,349,908 |  |  |  | 1,489,126 |  |  |  | 33,297 |  |  |  | - |  |  |  | 1,522,423 |
Mine development |  |  | 1,376,789 |  |  |  | - |  |  |  | - |  |  |  | 1,376,789 |  |  |  | 1,363,232 |  |  |  | - |  |  |  | - |  |  |  | 1,363,232 |
Electricity |  |  | 1,729,242 |  |  |  | 8,652 |  |  |  | - |  |  |  | 1,737,894 |  |  |  | 1,373,330 |  |  |  | 15,328 |  |  |  | - |  |  |  | 1,388,658 |
Engineering & technical studies |  |  | 1,338,749 |  |  |  | 27,595 |  |  |  | - |  |  |  | 1,366,344 |  |  |  | 264,438 |  |  |  | 124,001 |  |  |  | - |  |  |  | 388,439 |
Geophysics |  |  | 469,768 |  |  |  | 20,939 |  |  |  | - |  |  |  | 490,707 |  |  |  | 496,364 |  |  |  | 92,837 |  |  |  | - |  |  |  | 589,201 |
Freight, tools, supplies, & other consumables |  |  | 522,793 |  |  |  | 87,602 |  |  |  | - |  |  |  | 610,395 |  |  |  | 450,513 |  |  |  | 93 |  |  |  | - |  |  |  | 450,606 |
Health & safety |  |  | 220,615 |  |  |  | 3,630 |  |  |  | - |  |  |  | 224,245 |  |  |  | 111,177 |  |  |  | 43 |  |  |  | - |  |  |  | 111,220 |
Environmental, social & governance |  |  | 160,780 |  |  |  | - |  |  |  | - |  |  |  | 160,780 |  |  |  | 152,013 |  |  |  | - |  |  |  | - |  |  |  | 152,013 |
Share-based compensation |  |  | 320,791 |  |  |  | 137,481 |  |  |  | - |  |  |  | 458,272 |  |  |  | 196,521 |  |  |  | 49,130 |  |  |  | - |  |  |  | 245,651 |
Total |  |  | 14,614,458 |  |  |  | 1,705,673 |  |  |  | 152,742 |  |  |  | 16,472,873 |  |  |  | 12,693,881 |  |  |  | 519,139 |  |  |  | 95,715 |  |  |  | 13,308,735 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2025 and 2024 (Expressed in Canadian dollars)

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