Commander Resources Ltd. (CMD.V) 2024年年度報告「TSX-V」.pdf

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1、COMMANDER RESOURCES LTD.2024 ANNUAL REPORTDecember 31,2024 Consolidated Financial Statements FOR THE YEARS ENDED DECEMBER 31,2024 AND 2023(Expressed in Canadian Dollars)INDEPENDENT AUDITORS REPORT To the Shareholders of Commander Resources Ltd.Opinion We have audited the accompanying consolidated fi

2、nancial statements of Commander Resources Ltd.(the“Company”),which comprise the consolidated statements of financial position as at December 31,2024 and 2023 and the consolidated statements of income(loss)and comprehensive income(loss),changes in shareholders equity,and cash flows for the years then

3、 ended,and notes to the consolidated financial statements,including material accounting policy information.In our opinion,these consolidated financial statements present fairly,in all material respects,the financial position of the Company as at December 31,2024 and 2023,and its financial performanc

4、e and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.Basis for Opinion We conducted our audit in accordance with Canadian generally accepted auditing standards.Our responsibilities under those standards a

5、re further described in the Auditors Responsibilities for the Audit of the Consolidated Financial Statements section of our report.We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada,and we ha

6、ve fulfilled our other ethical responsibilities in accordance with these requirements.We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.Key Audit Matters Key audit matters are those matters that,in our professional judgm

7、ent,were of most significance in our audit of the consolidated financial statements of the current year.These matters were addressed in the context of our audit of the consolidated financial statements as a whole,and in forming our opinion thereon,and we do not provide a separate opinion on these ma

8、tters.We have determined the matter described below to be the key audit matter to be communicated in our auditors report.Assessment of Impairment Indicators of Exploration and Evaluation Assets(“E&E Assets”)As described in Note 4 to the consolidated financial statements,the carrying amount of the Co

9、mpanys E&E Assets was$229,015 as of December 31,2024.As more fully described in Note 2 to the consolidated financial statements,management assesses E&E Assets for indicators of impairment at the end of each reporting date.The principal considerations for our determination that the assessment of impa

10、irment indicators of the E&E Assets is a key audit matter is that there was judgment made by management when assessing whether there were indicators of impairment for the E&E Assets,specifically relating to the assets carrying amount which is impacted by the Companys intent and ability to continue t

11、o explore and evaluate these assets.This in turn led to a high degree of auditor judgment,subjectivity,and effort in performing procedures to evaluate audit evidence relating to the judgments made by management in their assessment of indicators of impairment that could give rise to the requirement t

12、o prepare an estimate of the recoverable amount of the E&E Assets.Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.Our audit procedures included,among others:Evaluating the reaso

13、nableness of managements assessment of indicators of impairment for the E&E assets.Evaluating the intent for the E&E Assets through discussion and communication with management.Assessing compliance with agreements and expenditure requirements including reviewing option agreements and vouching cash p

14、ayments and share issuances.On a test basis,evaluating title to ensure mineral rights underlying the E&E Assets are in good standing.Other Information Management is responsible for the other information.The other information obtained at the date of this auditors report includes Managements Discussio

15、n and Analysis.Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.In connection with our audit of the consolidated financial statements,our responsibility is to read the other information and,in doi

16、ng so,consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit,or otherwise appears to be materially misstated.We obtained Managements Discussion and Analysis prior to the date of this auditors report.If,based

17、 on the work we have performed,we conclude that there is a material misstatement of this other information,we are required to report that fact.We have nothing to report in this regard.Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements Managemen

18、t is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards,and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from mater

19、ial misstatement,whether due to fraud or error.In preparing the consolidated financial statements,management is responsible for assessing the Companys ability to continue as a going concern,disclosing,as applicable,matters related to going concern and using the going concern basis of accounting unle

20、ss management either intends to liquidate the Company or to cease operations,or has no realistic alternative but to do so.Those charged with governance are responsible for overseeing the Companys financial reporting process.Auditors Responsibilities for the Audit of the Consolidated Financial Statem

21、ents Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement,whether due to fraud or error,and to issue an auditors report that includes our opinion.Reasonable assurance is a high level of assurance,but is n

22、ot a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if,individually or in the aggregate,they could reasonably be expe

23、cted to influence the economic decisions of users taken on the basis of these consolidated financial statements.As part of an audit in accordance with Canadian generally accepted auditing standards,we exercise professional judgment and maintain professional skepticism throughout the audit.We also:Id

24、entify and assess the risks of material misstatement of the consolidated financial statements,whether due to fraud or error,design and perform audit procedures responsive to those risks,and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.The risk of not de

25、tecting a material misstatement resulting from fraud is higher than for one resulting from error,as fraud may involve collusion,forgery,intentional omissions,misrepresentations,or the override of internal control.Obtain an understanding of internal control relevant to the audit in order to design au

26、dit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control.Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by mana

27、gement.Conclude on the appropriateness of managements use of the going concern basis of accounting and,based on the audit evidence obtained,whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern.If

28、we conclude that a material uncertainty exists,we are required to draw attention in our auditors report to the related disclosures in the consolidated financial statements or,if such disclosures are inadequate,to modify our opinion.Our conclusions are based on the audit evidence obtained up to the d

29、ate of our auditors report.However,future events or conditions may cause the Company to cease to continue as a going concern.Evaluate the overall presentation,structure and content of the consolidated financial statements,including the disclosures,and whether the consolidated financial statements re

30、present the underlying transactions and events in a manner that achieves fair presentation.Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements.We are

31、responsible for the direction,supervision and performance of the group audit.We remain solely responsible for our audit opinion.We communicate with those charged with governance regarding,among other matters,the planned scope and timing of the audit and significant audit findings,including any signi

32、ficant deficiencies in internal control that we identify during our audit.We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence,and to communicate with them all relationships and other matters that may reasonabl

33、y be thought to bear on our independence,and where applicable,related safeguards.From the matters communicated with those charged with governance,we determine those matters that were of most significance in the audit of the consolidated financial statements of the current year and are therefore the

34、key audit matters.We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when,in extremely rare circumstances,we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reas

35、onably be expected to outweigh the public interest benefits of such communication.The engagement partner on the audit resulting in this independent auditors report is Catherine Tai.Vancouver,Canada Chartered Professional Accountants April 21,2025 COMMANDER RESOURCES LTD.CONSOLIDATED STATEMENTS OF FI

36、NANCIAL POSITION(EXPRESSED IN CANADIAN DOLLARS)AS AT The accompanying notes are an integral part of these consolidated financial statements.Page 3 of 25 Approved on behalf of the Board of Directors on April 21,2025:“Eric Norton”“Brandon Macdonald”Director Director December 31,December 31,20242023Not

37、e$ASSETSCurrent assetsCash 2,907,085 396,081 Receivables4(h)121,953 56,167 Prepaid expenses32,776 47,949 Marketable securities3 42,500 85,000 3,104,314 585,197 Non-current assetsLoan receivable6 401,447 -Reclamation bonds4 28,000 28,000 Exploration and evaluation assets4 229,015 109,189 Property and

38、 equipment5 78,520 46,436 736,982 183,625 TOTAL ASSETS3,841,296 768,822 LIABILITIESCurrent liabilitiesAccounts payable and accrued liabilities174,468 130,858 Advances from optionee4(b)63,000 313,660 Lease liability5 32,454 23,318 269,922 467,836 Lease liability5 23,493 -293,415 467,836 SHAREHOLDERS

39、EQUITYShare capital7 42,146,930 42,082,789 Reserves7 283,674 332,632 Accumulated other comprehensive loss(2,790,269)(2,747,769)Deficit(36,092,454)(39,366,666)3,547,881 300,986 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY3,841,296 768,822 Nature of operations and going concern1 Subsequent event13 COMMAN

40、DER RESOURCES LTD.CONSOLIDATED STATEMENTS OF INCOME(LOSS)AND COMPREHENSIVE INCOME(LOSS)(EXPRESSED IN CANADIAN DOLLARS)The accompanying notes are an integral part of these consolidated financial statements.Page 4 of 25 20242023Note$ExpensesAdministration36,453 32,807 Consulting fees8 143,400 139,000

41、Directors fees8 95,000 -Salary and benefits8 195,629 127,682 Professional fees632,110 82,336 Filing fees and transfer agent15,782 14,503 Investor and shareholder relations115,915 115,264 Exploration and evaluation expenditures 4 717,894 753,794 Project evaluation56,830 17,339 Amortization5 39,149 43

42、,724 Finance costs5 3,131 5,014 Share-based compensation7 -1,466 (2,051,293)(1,332,929)Other income(expenses)Royalty interests sale,net of expenses4(J)5,278,794 -Management fee income4(b)1,123 114,700 Interest and other income6 2,113 54,205 Foreign exchange gain(loss)16,432 (3,357)Cost recoveries on

43、 exploration and evaluation assets 4(b),(h)-535,000 (Loss)gain on shares issued for project option payment4(b),7(1,127)1,549 Write-off of exploration and evaluation assets4(d)(174)(3,140)Income(loss)for the year3,245,868 (633,972)Other comprehensive income(loss)Item that will not be reclassified to

44、profit or lossChange in fair value of marketable securities at FVOCI 3 (42,500)(10,020)Comprehensive income(loss)for the year3,203,368 (643,992)Weighted average number of common shares outstandingBasic and diluted#44,284,931 40,999,695 Basic and diluted income(loss)per common share$0.07 (0.02)For th

45、e years ended December 31,COMMANDER RESOURCES LTD.CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY(EXPRESSED IN CANADIAN DOLLARS)The accompanying notes are an integral part of the consolidated financial statements.Page 5 of 25 Accumulated otherTotalNumberSharecomprehensiveshareholdersof Sha

46、rescapitalReservesLossDeficitequity#$December 31,202343,683,241 42,082,789 332,632 (2,747,769)(39,366,666)300,986 Shares issued for property acquisition 281,690 21,127 -21,127 Reclassification on expiry of options-(28,344)-28,344 -Fair value adjustment on maketable securities-(42,500)-(42,500)Exerci

47、ses of stock options320,000 43,014 (20,614)-22,400 Income for the year-3,245,868 3,245,868 December 31,202444,284,931 42,146,930 283,674 (2,790,269)(36,092,454)3,547,881 December 31,202239,694,896 41,766,545 475,336 (2,737,749)(38,864,864)639,268 Shares issued for cash3,847,500 307,800 -307,800 Shar

48、es issued costs-(12,007)-(12,007)Shares issued for property acquisition 140,845 8,451 -8,451 Share-based compensation-1,466 -1,466 Reclassification on expiry of warrants-12,000 (12,000)-Reclassification on expiry of options-(132,170)-132,170 -Fair value adjustment on maketable securities-(10,020)-(1

49、0,020)Loss for the year-(633,972)(633,972)December 31,202343,683,241 42,082,789 332,632 (2,747,769)(39,366,666)300,986 COMMANDER RESOURCES LTD.CONSOLIDATED STATEMENTS OF CASH FLOWS(EXPRESSED IN CANADIAN DOLLARS)The accompanying notes are an integral part of the consolidated financial statements.Page

50、 6 of 25 20242023$Operating activitiesIncome(loss)for the year3,245,868 (633,972)Items not affecting cash:Amortization 39,149 43,724 Finance cost3,131 5,014 Write-off of exploration and evaluation assets174 3,140 Interest income on loan to Enduro(1,447)-Loss on shares issued for exploration and eval

51、uation assets1,127 -Share-based compensation-1,466 Cost recoveries on exploration and evaluation assets-(535,000)Other income-(38,200)Changes in non-cash working capital:Receivables(65,786)139,320 Prepaid expenses 15,173 (20,573)Accounts payable and accrued liabilities43,610 3,417 Advances from opti

52、onees(250,660)172,099 3,030,339 (859,565)Investing activitiesLoan to Enduro(400,000)425,000 Purchase of equipment(5,165)-Option payments on exploration and evaluation assets(100,000)289,960 (505,165)714,960 Financing activitiesCommon shares issued-340,000 Share issued costs-(12,007)Proceeds from sto

53、ck options exercised22,400 -Lease payments(36,570)(36,570)(14,170)291,423 Changes in cash 2,511,004 146,818 Cash,beginning of year396,081 249,263 Cash,end of year2,907,085 396,081 Cash comprised:Cash at bank-Canadian dollars2,903,733 390,330 Cash at bank-Mexican pesos3,352 5,751 Cash 2,907,085 396,0

54、81 Supplemental cash flow information(Note 9)For the years ended December 31,COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2024 AND 2023(EXPRESSED IN CANADIAN DOLLARS)Page 7 of 25 1.1.NATURE OF OPERATIONS AND GOING CONCERN NATURE OF OPERATIONS

55、 AND GOING CONCERN Commander Resources Ltd.(“Commander”or the“Company”)is a publicly listed company incorporated and domiciled in Canada.The Company is listed on the TSX Venture Exchange under the symbol“CMD”.Commanders records and registered office is at 1100-1111 Melville Street,Vancouver,British

56、Columbia,V6E 3V6.The Company is in the business of acquisition and exploration of resource properties in Canada and Mexico.The Company focuses on building a portfolio of early-stage exploration projects and from time to time relies on partnerships(option to joint venture),where deemed appropriate,to

57、 continue the exploration of these assets.Over time this approach has allowed the Company to accumulate a portfolio of royalties that can be sold or held,generate cash from the proceeds received on option payments and accumulate holdings of marketable securities which are also received as option pay

58、ments.These consolidated financial statements(the“Financial Statements”)have been prepared on a going concern basis which assumes that the Company will be able to continue in operation for the foreseeable future and meet its obligations in the normal course of business.The Company has incurred ongoi

59、ng losses and will continue to incur further losses in the course of exploring its mineral properties.As at December 31,2024,the Company had a deficit of$36,092,454(2023-$39,366,666)and working capital of$2,834,392(2023$117,361).During the year ended December 31,2024,the Company completed the sale o

60、f five royalty interests in Canada to a subsidiary of Taurus Mining Royalty Fund L.P.and received total proceeds of US$4.1 million(CDN$5.6 million).As at December 31,2024,the Company had cash of$2.9 million,sufficient working capital for the next twelve months to continue as a going concern.2.2.MATE

61、RIAL ACCOUNTING POLICY INFORMATION MATERIAL ACCOUNTING POLICY INFORMATION Basis of presentation The Company prepared these Financial Statements in accordance with IFRS Accounting Standards,as issued by the International Accounting Standards Board(“IFRS”).These Financial Statements have been prepared

62、 on a historical cost basis,except for financial instruments measured at fair value.Additionally,these Financial Statements have been prepared using the accrual basis of accounting,except for cash flow information.These Financial Statements are presented in Canadian dollars,which is the functional c

63、urrency of the Company and its subsidiaries.Principles of consolidation These Financial Statements include the accounts of the Company and the following wholly owned subsidiaries:BRZ Mex Holdings Ltd.(“BRZM”);and Minera BRG SA de CV(“Minera BRG”)The Company consolidates these subsidiaries on the bas

64、is that it controls these subsidiaries.Control is defined as the exposure,or rights,to variable returns from involvement with an investee and the ability to affect those returns through power over the investee.All intercompany transactions and balances have been eliminated on consolidation.Critical

65、accounting estimates,assumptions,and judgments The preparation of financial statements in accordance with IFRS requires management to make estimates,assumptions and judgments that impact the Companys reported financial results.Estimates,assumptions,and judgments are based on historical experiences a

66、nd expectations of future events.Actual results could result in material differences from those estimates,assumptions,and judgments.COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2024 AND 2023(EXPRESSED IN CANADIAN DOLLARS)Page 8 of 25 2.MATERI

67、AL ACCOUNTING POLICY INFORMATION(continued)2.MATERIAL ACCOUNTING POLICY INFORMATION(continued)Critical accounting estimates,assumptions,and judgments(continued)The significant estimates and judgments that affect these Financial Statements are as follows:Recoverability of exploration and evaluation(“

68、E&E”)assets The Company capitalizes acquisition costs related to E&E assets which comprise staking costs,and option payments,based on the judgment that the carrying amounts will be recoverable.Their recoverability depends on various factors such as the discovery of economically viable reserves,the C

69、ompanys ability to obtain the financing to continue exploration and development efforts,or from disposition of the E&E assets.If new information becomes available suggesting the recovery of these expenditures is unlikely,the capitalized costs are written-off to profit or loss for the period.Signific

70、ant judgment is required in assessing indicators of impairment.Going concern The Company applies judgment in assessing its ability to continue as a going concern.In making this assessment,the Company considers the facts and circumstances disclosed in Note 1.The Company concludes that it has the abil

71、ity to continue as a going concern for the next twelve months.Loan receivable Impairment losses are recognized in profit or loss as a reduction in the carrying amount of the financial asset.In addition to cash,the most significant financial asset held by the Company was loan receivable.The Company r

72、eviews forward-looking information,including the probability that the transaction with Enduro Metals Corporation(“Enduro”)as outlined in Note 13 will close and Enduros financial position,to assess credit risk.As of December 31,2024,the Company has evaluated its financial assets and determined that n

73、o material impairments exist.Income taxes The estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Companys ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions.Mana

74、gement assesses whether it is probable that some or all of the deferred income tax assets will not be realized.The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income,which in turn is dependent upon the successful discovery,extraction,development and

75、 commercialization of mineral reserves.To the extent that managements assessment of the Companys ability to utilize future tax deductions changes,the Company would be required to recognize more or fewer deferred tax assets,and future income tax provisions or recoveries could be affected.Exploration

76、and evaluation assets(“E&E assets”)All direct costs related to the acquisition of E&E assets are capitalized upon acquiring the legal right to explore a property.Exploration and evaluation expenditures are expensed as incurred while the Company is in the process of exploring its mineral properties a

77、nd has not yet determined whether these properties contain ore reserves that are economically recoverable.If and when the Companys management determines that economically extractable proven or probable mineral reserves have been established,the subsequent costs incurred to develop such property,incl

78、uding costs to further delineate the ore body will be capitalized.When the Company receives proceeds in the form of cash and/or common shares(marketable securities)from the option of an interest or partial sale in a property to another party,the payments are credited against the carrying value of th

79、e property and the excess amount of the proceeds over the carrying value is recorded as a gain in profit or loss(cost recoveries on exploration and evaluation assets)when received.When all of the interest In a property is sold,any remaining capitalized E&E costs are reduced to$nil with any gain or l

80、oss recorded in profit or loss in the period the transaction occurs.COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2024 AND 2023(EXPRESSED IN CANADIAN DOLLARS)Page 9 of 25 2.2.MATERIAL ACCOUNTING POLICY INFORMATION(continued)MATERIAL ACCOUNTING

81、 POLICY INFORMATION(continued)Exploration and evaluation assets(continued)At each reporting date the carrying amounts of the Companys exploration and evaluation assets are reviewed to determine whether there is any indication that those assets are impaired.If any such indication exists,the recoverab

82、le amount of the asset is estimated in order to determine the extent of the impairment,if any.The recoverable amount is the higher of fair value less costs to sell and value in use.If the recoverable amount of an asset is estimated to be less than its carrying amount,the carrying amount of the asset

83、 is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period.Impairment of long-lived assets The carrying amounts of the Companys long-lived assets are reviewed at each reporting date to determine whether there is any indication of impairment.If any su

84、ch indication exists,then the assets recoverable amount is estimated.An impairment loss is recognized if the carrying amount of an asset or its related cash-generating unit(“CGU”)exceeds its estimated recoverable amount.The recoverable amount of an asset or CGU is the greater of its value in use and

85、 its fair value less cost to sell.In assessing value in use,the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.For the purpose of impairment

86、 testing,assets that cannot be individually tested are grouped together into the smallest group of assets that generate cash inflows or CGUs.Impairment losses are recognized in profit or loss.Impairment losses recognized in respect of CGUs are allocated to reduce the carrying amounts of the assets i

87、n the CGU on a pro rata basis.Where a previously recognized impairment subsequently reverses,the carrying amount of the asset or CGU is increased to the revised estimate of its recoverable amount,but to an amount that does not exceed the carrying amount that would have been determined had no impairm

88、ent loss been recognized for the asset of CGU in prior years.A reversal of an impairment loss is recognized in profit or loss.Property and equipment Property and equipment are recorded at cost less accumulated amortization and impairment.Amortization is calculated using the straight-line method over

89、 the useful life of an asset less its estimated residual value.Computer equipment 5 years Office furniture 5 years Field equipment 10 years Right-of-use asset Over the term of the lease Environmental rehabilitation The Company recognizes liabilities for statutory,contractual,constructive or legal ob

90、ligations,including those associated with the reclamation of exploration and evaluation assets,when those obligations result from the acquisition,construction,development or normal operation of the assets.Initially,a provision for a decommissioning liability is recognized at its present value in the

91、 period in which it is incurred,which is generally when an environmental disturbance occurs,or a constructive obligation is determined.Upon initial recognition of the liability,a corresponding amount is added to the carrying amount of the related asset and the cost is amortized as an expense over th

92、e economic life of the asset using the unit of production method.Following the initial recognition of a decommissioning liability,the carrying amount of the liability is increased for the passage of time and adjusted for changes in the estimated provision resulting from revisions to the estimated ti

93、ming and amount of cash flows,or changes in the discount rate.Changes to estimated future costs are recognized in the statement of financial position by either increasing or decreasing the decommissioning liability and the decommissioning asset.As at December 31,2024 and 2023,the Company did not hav

94、e any decommissioning liabilities or asset retirement obligations for the provision of environmental rehabilitation.COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2024 AND 2023(EXPRESSED IN CANADIAN DOLLARS)Page 10 of 25 2.2.MATERIAL ACCOUNTING

95、 POLICY INFORMATION(continued)MATERIAL ACCOUNTING POLICY INFORMATION(continued)Share-based compensation The Company recognizes share-based compensation on stock options granted.The fair value of the options is measured at grant date,using the Black-Scholes option pricing model,and each tranche is re

96、cognized using the graded vesting method over the period during which the options vest.A forfeiture rate is estimated on the grant date and is adjusted to reflect the actual number of options that vest.For directors,officers and employees,the fair value of the options is measured at the date of gran

97、t,and the options are recognized over the vesting period.For non-employees,share-based compensation is measured at the fair value of the goods or services received,unless that fair value cannot be estimated reliably,in which case the fair value of the equity instruments issued is used.The fair value

98、 is recorded at the earlier of the vesting date,or the date the goods or services are received.The offset to share-based compensation expense is reserves.Consideration received on the exercise of options is recorded as share capital and the related reserves are transferred to share capital.Upon expi

99、ry or cancellation,the recorded value is transferred from reserves to deficit.Income taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities and their respective tax basis.Def

100、erred tax assets and liabilities are measured at the enacted tax rates that are expected to apply when the assets are recovered,and the liabilities settled.Deferred income tax assets also result from unused loss carry-forwards,resource-related pools and other deductions.A deferred tax asset is recog

101、nized for unused tax losses,tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized.Deferred tax assets are reviewed annually and are reduced to the extent that it is no longer probable that t

102、he related tax benefit will be realized.Current income tax expense is the expected tax payable on the taxable income for the year,using tax rates enacted or substantively enacted at year-end,adjusted for amendments to income tax payable with regard to previous years.Management periodically evaluates

103、 positions taken in income tax returns with respect to situations in which applicable tax regulation is subject to interpretation.It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.Loss per share Loss per share is calculated by dividing the

104、 loss for the period by the weighted average number of common shares outstanding during the period.The Company calculates the dilutive effect on loss per share by presuming the exercise of outstanding options and warrants.It assumes that the proceeds of such exercise would be used to repurchase comm

105、on shares at the average market price during the period.However,the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive.Accordingly,basic and diluted loss per share is the same for the years presented.Shar

106、es subject to escrow restrictions are excluded from the weighted average number of common shares unless their release is subject only to the passage of time.Share capital Common shares issued by the Company are recorded to share capital at the value of proceeds received,net of share issue costs.The

107、fair value of common shares issued as consideration for E&E assets or other non-cash consideration is based on the market price of those shares on the date the shares are issued.COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2024 AND 2023(EXPRE

108、SSED IN CANADIAN DOLLARS)Page 11 of 25 2.2.MATERIAL ACCOUNTING POLICY INFORMATION(continued)MATERIAL ACCOUNTING POLICY INFORMATION(continued)Share capital(continued)The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement unit

109、s.The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value,if any,to the less easily measurable component.The Company considers the fair value of common shares issued in a unit private placement to be the most easily meas

110、urable component.The balance,if any,is allocated to the attached warrants.Any fair value attributed to the warrants is recorded as reserves.When warrants expire unexercised,the value previously recorded in reserves is transferred to share capital,except where the original charge was to profit or los

111、s,then it is allocated to deficit.Flow-Through Common Shares The Company will from time to time,issue flow-through common shares to finance a significant portion of its exploration program.Pursuant to the terms of the flow-through share agreements,these shares transfer the tax deductibility of quali

112、fying resource expenditures to investors.On issuance,the Company bifurcates the flow-through share into(i)a flow-through share premium,equal to the estimated premium,if any,investors pay for the flow-through feature,which is recognized as a liability and(ii)share capital.Upon expenses being incurred

113、,the Company derecognizes the liability and recognizes a deferred tax liability for the amount of tax reduction renounced to the shareholders.The premium is recognized as other income and the related deferred tax recognized as a tax provision.Proceeds received from the issuance of flow-through share

114、s are restricted to be used only for Canadian resource property exploration expenditures within a two-year period.The Company may also be subjected to a Part XII.6 tax on flow-through proceeds renounced under the Lookback Rule,in accordance with Government of Canada flow-through regulations.When app

115、licable,this tax is accrued as a financial expense until paid.Foreign currency translation Functional currency The functional currency is the currency of the primary economic environment in which the entity operates.The Company and its subsidiaries functional currency is the Canadian dollar and was

116、determined by conducting an analysis of the consideration factors in IAS 21,the Effects of Changes in Foreign Exchange Rates(“IAS 21”).Transactions and balances Foreign currency transactions are translated into the relevant functional currency using the exchange rate prevailing at the dates of the t

117、ransactions.Foreign currency gains and losses resulting from the settlement of such transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss.Leases Under IFRS 16 Leases(“IFRS 16”),the Comp

118、any assesses whether a contract to rent an item of property and equipment is,or contains,a lease.For contracts that are,or contain,leases,the Company recognizes a right-of-use asset and lease liability at the commencement date.COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FO

119、R THE YEARS ENDED DECEMBER 31,2024 AND 2023(EXPRESSED IN CANADIAN DOLLARS)Page 12 of 25 2.MATERIAL ACCOUNTING POLICY INFORMATION(continued)2.MATERIAL ACCOUNTING POLICY INFORMATION(continued)Leases(continued)Pursuant to IFRS 16 lessee accounting model,the right-of-use asset is initially measured at c

120、ost,which includes the initial amount of the liability adjusted for any lease payments made at or before the commencement date,plus any initial direct costs incurred and estimates of costs to remove or dismantle the underlying asset or to restore the underlying asset or site on which the asset is lo

121、cated,less any lease incentives received.The right-of-use asset is subsequently depreciated using the straight-line method over the term of the lease.The lease liability is initially measured at the present value of the lease payments that are not paid as of the lease commencement date,discounted us

122、ing the rate implicit in the lease or,if the implicit rate cannot be readily determined,the Companys incremental borrowing rate.The measurement of lease liabilities includes the following types of lease payments:Fixed payments,including in-substance fixed payments;Variable lease payments that depend

123、 on an index or rate,initially measured using the index or rate as of the commencement date;Amounts expected to be payable under any residual value guarantees;and Exercise price for options that the Company is reasonably certain to exercise for an extension or option to buy,and penalties for early t

124、ermination of a lease unless the Company is reasonably certain that it will not terminate the lease early.The lease liability is measured at amortized cost using the effective interest method.The lease liability is remeasured in the following circumstances:If there is a change in the future lease pa

125、yments resulting from a change in index or rate;If there is a change in the Companys estimation of the amount expected to be payable under a residual value guarantee;and If the Company changes its assessment of whether it will exercise an option to purchase,extend or terminate.The Company has electe

126、d not to recognize right-of-use assets and liabilities for short-term leases that have a term of twelve months or less and for low-value assets.Financial instruments Financial assets are classified according to their contractual cash flow characteristics and the purpose for which they were acquired.

127、On initial recognition,a financial asset is classified as:amortized cost,fair value through profit or loss(“FVTPL”)or fair value through other comprehensive income(“FVOCI”).A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL:it

128、is held with the objective of collecting contractual cash flows;and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.On initial recognition of an equity investment that is not held for trading,the

129、Company may irrevocably elect to measure the investment at FVOCI whereby changes in the investments fair value(realized and unrealized)will be recognized permanently in OCI with no reclassification to profit or loss.The election is made on an investment-by-investment basis.COMMANDER RESOURCES LTD.NO

130、TES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2024 AND 2023(EXPRESSED IN CANADIAN DOLLARS)Page 13 of 25 2.2.MATERIAL ACCOUNTING POLICY INFORMATION(continued)MATERIAL ACCOUNTING POLICY INFORMATION(continued)All financial assets not classified as amortized cost or FVOCI

131、are classified as and measured at FVTPL.On initial recognition,a financial asset that otherwise meets the requirements to be measured at amortized cost or FVOCI may be irrevocably designated as FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.Fi

132、nancial instruments are measured on initial recognition at fair value,plus,in the case of financial instruments other than those classified as FVTPL,directly attributable transaction costs.Measurement of financial assets in subsequent periods depends on whether the financial asset has been classifie

133、d as amortized cost,FVFPL or FVOCI.Measurement of financial liabilities subsequent to initial recognition depends on whether they are classified as amortized cost or FVTPL.Financial assets and financial liabilities classified as amortized cost are measured subsequent to initial recognition using the

134、 effective interest method.Loss allowances for expected credit losses are recognized on financial assets measured at amortized cost.A loss event is not required to have occurred before a credit loss is recognized.The Company has classified and measured its financial instruments as follows:New standa

135、rds,interpretations and amendments to existing standards The following amendments to existing standards have been issued by the IASB and are effective for annual periods beginning on or after January 1,2024.The standards and amendments to standards that would be applicable to Commanders Financial St

136、atements are the following:IAS 1,Presentation of Financial Statements The amendments clarify the requirements for classifying liabilities as current or non-current.The amendments provide a more general approach to the classification of liabilities based on the contractual arrangements in place at th

137、e reporting date.The adoption of these amendments did not have a material impact on these Financial Statements.IFRS 18,Presentation and Disclosure in Financial Statements IFRS 18 will replace IAS 1;many of the existing principles in IAS 1 are retained,with limited changes.IFRS 18 is effective for re

138、porting periods beginning on or after January 1,2027.Adoption of IFRS 18 will not impact the recognition or measurement of items in the financial statements,but it might change what an entity reports as its operating profit or loss.The Company is currently assessing the impact of this new accounting

139、 standard on its financial statements.Financial assetsClassificationSubsequent measurementCash Amortized costAmortized costReceivablesAmortized costAmortized costMarketable securitiesFVOCIFair valueLoan receivableAmortized costAmortized costReclamation bondsAmortized costAmortized costFinancial liab

140、ilitiesClassificationSubsequent measurementAccounts payable and accrued liabilitiesAmortized costAmortized costCOMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2024 AND 2023(EXPRESSED IN CANADIAN DOLLARS)Page 14 of 25 3.3.MARKETABLE SECURITIES MA

141、RKETABLE SECURITIES The Companys holdings in marketable securities comprise common shares of publicly traded companies received as option payments on the sale of exploration and evaluation assets.These marketable securities are classified as FVOCI because these investments are not held for trading.D

142、uring the year ended December 31,2023,the Company disposed all of its significant holdings in the following companies as follows:i)Aston Bay Holdings Ltd.-3,625,000 shares sold for net proceeds of$138,040;and ii)Maritime Resources Corp.3,444,000 shares sold for net proceeds of$151,920.4.EXPLORATION

143、AND EVALUATION ASSETS AND EXPENDITURES 4.EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequent

144、ly ambiguous conveyancing history characteristic of many exploration and evaluation assets.The Company has investigated title to all of its exploration and evaluation assets and,to the best of its knowledge,titles to all of its assets are in good standing.Exploration and Evaluation Assets At Decembe

145、r 31,2024 and 2023,the Companys cumulative expenditures on the E&E assets were as follows:December 31,December 31,20242023$Common shares of public companies:Fair value,beginning of the year85,000 274,980 Fair value of shares recevied-110,000 Net proceeds from sales-(289,960)Fair value adjustment(42,

146、500)(10,020)Fair value,end of the year42,500 85,000 Dec 31,OptionCost Dec 31,Dec 31,2022Write-offproceedsrecovered2023Acquisition Write-off2024$Projects in British ColumbiaOctober Dome174 -174 -(174)-Henry Lee63,208 -63,208 -63,208 Omineca3,140 (3,140)-Burn6,315 -(400,000)400,000 6,315 120,000 -126,

147、315 72,837 (3,140)(400,000)400,000 69,697 120,000 (174)189,523 Projects in OntarioFirst Loon 27,690 -27,690 -27,690 Sabin 11,801 -11,801 -11,801 39,491 -39,491 -39,491 Mexico projectPedro1 -(135,000)135,000 1 -1 1 -(135,000)135,000 1 -1 Total112,329(3,140)(535,000)535,000 109,189 120,000 (174)229,01

148、5 COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2024 AND 2023(EXPRESSED IN CANADIAN DOLLARS)Page 15 of 25 4.EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES(continued)4.EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES(continued)Exploration

149、 and Evaluation Expenditures During the year ended December 31,2024,the Companys E&E expenditures were as follows:During the year ended December 31,2023,the Companys E&E expenditures were as follows:a.Mount Polley,BC In 2019,Commander entered into an option agreement with a wholly owned subsidiary o

150、f Imperial Metals Corporation(“Imperial Metals”)granting Imperial Metals the option to earn a 100%interest in certain mineral claims within the Mount Polley copper-gold property.Commander had a 100%interest in the property except for one claim which was 90%owned by Commander and 10%by Glengarry Deve

151、lopment(“Glengarry”),an arms length private company.Total cash consideration was$250,000,with 90%to Commander,and 10%to Glengarry,staged in three payments from 2020 to 2022.In December 2022,Imperial Metals fulfilled the payment term and earned a 100%interest in Mount Polley subject to a“Production F

152、ee”(royalty)on future production.In May 2024,Commander completed the sale of five royalty interests in Canada that included this Mount Polley“Production Fee”(royalty)to a subsidiary of Taurus Mining Royalty Fund L.P.A sum of$126,821 was paid to Glengarry,being its share of the royalty proceeds refle

153、cting its 10%ownership of Mount Polley.OctoberHenryFirstDomeLeeBurnSabin Loon Total$Claims,option payments-17,993 173 18,166 Geological24,600 13,725 83,688 22,775 9,550 154,338 Geophysics2,800 -322,048 -324,848 Helicopter-30,751 124,113 -83,229 238,093 Travel and transport-6,381 16,025 -6,421 28,827

154、 Field labour and supplies-4,450 767 -1,415 6,632 Assaying-4,552 3,078 -8,822 16,452 Regulatory consulting-18,710 -18,710 27,400 59,859 568,429 40,768 109,610 806,066 Government explora?on tax credits(25,249)(8,018)(54,905)-(88,172)Total2,151 51,841 513,524 40,768 109,610 717,894 British ColumbiaOnt

155、arioOctoberHenryFirstDomeLeeBurnSabin Loon Total$Claims,option payments-15,000 11,502 17,284 43,786 Drilling-108,972 -108,972 Helicopter,pad building-165,248 -165,248 Geophysics40,553 -216,401 -256,954 Geological7,200 3,000 21,575 16,100 16,400 64,275 Travel and transport-22,326 7,068 -29,394 Field

156、labour and supplies-24,585 -24,585 Assaying-50,053 -50,053 Regulatory consulting-10,527 -10,527 Total47,753 3,000 418,286 251,071 33,684 753,794 British ColumbiaOntarioCOMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2024 AND 2023(EXPRESSED IN CA

157、NADIAN DOLLARS)Page 16 of 25 4.EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES(continued)4.EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES(continued)b.Burn,BC In July 2019,the Company entered into an earn-in agreement(the“Freeport Agreement”)with Freeport-McMoRan Mineral Properties Canada Inc.

158、(“Freeport”)granting Freeport the right to earn up to a 75%interest in the Burn property.The terms of the Freeport Agreement comprised cash considerations of$560,000 and exploration expenditures of$2,500,000.In August 2023,Freeport fulfilled both of the option terms and earned a 75%vested interest i

159、n the Burn property.This resulted in a joint arrangement of 75%Freeport and 25%Commander.In August 2024,Freeport transferred its 75%vested interest in the Burn property back to the Company.In consideration of the transfer,Freeport was granted two net smelter return royalties(“NSR”):(i)a 2%NSR over t

160、he majority of the property;and(ii)a 1%NSR over the inner claims which comprise two mineral claims totalling 127 hectares optioned from a third party(see below“Inner Claims”).Freeport was also granted a buy-down option of 1%NSR over the majority of the property for US$5,000,000.During the year ended

161、 December 31,2024,Commander,as the project operator,earned management fees of$1,123(2023-$114,700)recorded under management fee income.As at December 31,2024,Commander returned the excess funding back to Freeport except$63,000 for accrued project costs.(2023-$313,660).Inner Claims In October 2022,th

162、e Company expanded the Burn property through an option agreement(the“Option Agreement”)with two private tenure vendors(the“Vendors”)acquiring a 100%interest in two mineral tenures.The acquisition cost comprises cash and Commander shares,to be split equally between the two Vendors.Cash consideration

163、totals$290,000 staged into four payments over three years as follows:i)$20,000 on or before October 3,2022(paid);ii)$40,000 on or before October 3,2023(paid);iii)$80,000 on or before October 3,2024(paid);and iv)$150,000 on or before October 3,2025.Issuances of Commander shares in an aggregate value

164、equal to$160,000 based on the market price(20-day volume-weighted average price)as below:i)After the Effective Date on October 3,2022,valued at$20,000(241,000 shares issued on Nov 10,2022);ii)on or by the first anniversary,valued at$20,000($10,000 paid in cash,$10,000 in 140,845 shares fair-valued a

165、t$8,541 issued on October 16,2023,resulting in a gain of$1,549 on the shares issued);iii)on or by the second anniversary,valued at$40,000($20,000 in cash,$20,000 in 281,690 shares fair-valued at$21,127 issued on October 18,2024,resulting in a loss of$1,127 on the shares issued);and iv)on or by the t

166、hird anniversary,valued at$80,000.In October 2022,the Option Agreement was amended that the shares to be issued are subject to a floor price of$0.071 per share.If the calculated share price falls below the floor price,the Vendors may elect to receive the cash value instead.The Vendors retain a 2%NSR

167、 and granted Commander a buy-down provision of the first 1%for$1,000,000 and the remaining 1%for$5,000,000.COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2024 AND 2023(EXPRESSED IN CANADIAN DOLLARS)Page 17 of 25 4.4.EXPLORTION AND EVALUATION AS

168、SETS AND EXPENDITURES(CONTINUED)EXPLORTION AND EVALUATION ASSETS AND EXPENDITURES(CONTINUED)c.Henry Lee,BC The Company owns 100%in the Henry Lee copper project.In March 2019,the Company entered into a purchase agreement to acquire a 100%interest in two mineral claims adjacent to its Henry Lee proper

169、ty.Total consideration was$56,500($25,000 in cash and 350,000 shares issued at fair value of$0.09 per share for$31,500).The vendor retains a 1%NSR royalty and is entitled to receive a one-time advance royalty payment of$1,000,000 upon the commencement of commercial production.In 2022,additional clai

170、ms were staked on the property for$1,140.d.Omineca,BC The Company owned 100%of the property.In December 2023,the Company decided not to continue with the property and wrote off the costs of$3,140.e.South Voiseys Bay,Labrador As at December 31,2024,the Company holds a 25%interest in the South Voiseys

171、 Bay nickel property,and Fjordland Exploration Inc.,(“Fjordland”)has a 75%interest in the project.Prior to the commencement of the earn-in schedule in 2017,Fjordland had earned 15%interest in the property.In 2017 and 2021,Fjordland earned additional 20%and 40%interests,respectively,in the project wi

172、th the fulfillment of its commitments in option payments and exploration expenditures.As at December 31,2024,the Company received a total of$90,000 in cash and 1,500,000 shares of Fjordland in option payments.In October 2024,Fjordland informed the Company that it would not be able to meet the third

173、and final earn-in option of 25%interest of the option agreement entered in November 2017.The final 25%interest option comprised cash payment of$200,000,issuance of 3,000,000 Fjordland shares and completion of project expenditures of$5,000,000.A joint arrangement has been formed with 75%Fjordland and

174、 25%Commander.f.Sabin,Ontario The Companys ownership interest on the Sabin base-precious metal property varies from 58.5%to 100%.g.First Loon,Ontario In 2020,Commander acquired by staking three gold properties on First Loon for$19,590.In 2021,additional claims were staked for$8,100.h.Pedro,Mexico In

175、 September 2016,the Company acquired BRZ Mex Holdings Ltd.(“BRZM”)and its subsidiary,Minera BRG SA de CV(“BRG”)which owns a 100%interest in the Pedro property(“Pedro”)in Mexico.In February 2022,the Company via an option agreement granted Southern Empire Resources Corp.(“SMP”)a 100%interest in Pedro.

176、The terms of the option agreement comprised 100,000 SMP shares(issued)upon signing,cash consideration of$700,000($50,000 received)over 3 years and exploration expenditures of$1,500,000 of which$400,000(completed)to be spent in the first year of the option agreement.Commander retains a 2%NSR royalty

177、with no provision for a buydown.On October 26,2022,the SMP option agreement was amended.Commanders subsidiary,BRG agreed to acquire the Centauro Gold Property or such other properties(“Additional Properties”)on behalf of SMP provided that SMP will be responsible for all costs associated with the acq

178、uisition and annual maintenance fees of the Additional Properties.BRG will hold title of the Additional Properties as a bare legal trustee for the sole benefit of SMP.If SMP fails to acquire a 100%interest of Minera BRG under the terms of the option agreement,BRG shall immediately transfer all of it

179、s right,title and interest in the Additional Properties to SMP.COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2024 AND 2023(EXPRESSED IN CANADIAN DOLLARS)Page 18 of 25 4.EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES(continued)4.EXPLORATION

180、 AND EVALUATION ASSETS AND EXPENDITURES(continued)h.Pedro,Mexico(continued)In February 2024,the Company agreed to explore terms to accelerate and conclude the option agreement through a final payment(to be determined)in shares and or cash,thereby granting SMP a 100%interest in the project and the op

181、erating entity,Minera BRG,in Mexico.Commander would retain the 2%NSR royalty.In the meantime,Commander has agreed to suspend the annual payments due and SMP has agreed to maintain the property in good standing and to cover all costs related to maintaining Minera BRG.While this process is ongoing,the

182、 option remains in good standing and regular payments will resume if an agreement cannot be achieved.As at December 31,2024,Commander had a receivable of$28,431 due from SMP(2023$21,564)recorded as current asset under receivables.j.Sale of Five Royalty Interests On May 31,2024,the Company completed

183、the sale of five of its royalty interests in Canada(the“Transaction”)to a subsidiary of Taurus Mining Royalty Fund L.P.and received total proceed of$5,587,782(US$4.1 million).A financial advisory fee and expenses of$116,639 were paid on the Transaction.A sum of$126,821 was also paid to Glengarry Dev

184、elopment,an arms length private company,as its share of the proceeds reflecting its 10%ownership of the Mt.Polley royalty.Legal fees and disbursements of$65,528 were paid to the Companys legal counsel.Reclamation bonds In July 2018,Bearing Lithium Corp.assigned to the Company the right to its reclam

185、ation bond with the BC Government on the October Dome and Mt.Polley properties for cash consideration of$18,000.In May 2021,the Company placed a security bond of$10,000 on an application for Mines Act Permit with the BC Ministry of Energy and Mines and Petroleum Resources on the October Dome propert

186、y.The bond is hypothecated with an automatic annual renewal upon maturity.5.PROPERTY AND EQUIPMENT 5.PROPERTY AND EQUIPMENT ComputerOfficeFieldRigh-of-useequipmentfurnitureequipmentassetTotal$CostAt December 31,20228,856 15,820 55,254 128,700 208,630 Addition in 2023-2,939 2,939 At December 31,20238

187、,856 15,820 55,254 131,639 211,569 Addition in 20245,165 -66,068 71,233 At December 31,202414,021 15,820 55,254 197,707 282,802 Accumulated amortizationDecember 31,2022(7,735)(11,604)(24,870)(77,200)(121,409)Amortization(1,121)(4,216)(5,528)(32,859)(43,724)December 31,2023(8,856)(15,820)(30,398)(110

188、,059)(165,133)Amortization(1,033)-(5,524)(32,592)(39,149)December 31,2024(9,889)(15,820)(35,922)(142,651)(204,282)Net book valueDecember 31,2023-24,856 21,580 46,436 December 31,20244,132 -19,332 55,056 78,520 COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED

189、 DECEMBER 31,2024 AND 2023(EXPRESSED IN CANADIAN DOLLARS)Page 19 of 25 5.PROPERTY AND EQUIPMENT(continued)5.PROPERTY AND EQUIPMENT(continued)Right-of-use asset and lease liability Under IFRS 16 Leases,the Company is required to recognize assets and liabilities for leases with a term over 12 months.T

190、he Company holds an office lease and the present value of future lease payments is recognized as right-of-use asset and lease liability.The Companys lease liability related to the office lease as at December 31,2024 and 2023 was as follows:6.LOAN RECEIVABLE AND PLAN OF ARRANGEMNT WITH ENDURO 6.LOAN

191、RECEIVABLE AND PLAN OF ARRANGEMNT WITH ENDURO On December 9,2024,Commander and Enduro Metals Corporation(“Enduro”)entered into an amalgamation agreement,which was subsequently superseded by an arrangement agreement between the parties on February 25,2025(the“Arrangement Agreement”).Pursuant to the A

192、rrangement Agreement,Enduro will acquire all of the issued and outstanding common shares of Commander at an exchange ratio of 0.535 Enduro common share for each Commander common share(the“Transaction”).In conjunction with the Transaction,Commander agreed to provide Enduro a loan of$400,000(the“Loan”

193、)which bears interest at the rate of 12%per annum.The interest will be paid in cash together with the Loan by April 30,2026(the“Maturity Date”).The Loan is secured by a security interest over Enduros“Chachi”claims.Interest would be accrued from the date(December 20,2024)the Loan was advanced to Endu

194、ro.As at December 31,2024,interest of$1,447 was accrued and the amount was included in interest and other income in the statement of income(loss)and comprehensive income(loss).7.SHARE CAPITAL 7.SHARE CAPITAL Authorized unlimited number of common shares without par value Shares issued during the year

195、 ended December 31,2024 i)In March 2024,320,000 shares were issued for the exercises of 320,000 stock options at$0.07 per share for proceeds of$22,400(2023 nil).ii)On October 18,2024,for the third option payment of$20,000 to a tenure vendor of the Burn property,the Company issued 281,690 shares fair

196、-valued at$21,127,resulting in a loss of$1,127 on the shares issued for the option payment on the Burn property(Note 4(b).Lease liability$December 31,202251,935 Addition 2,939 Lease payments(36,570)Finance costs5,014 December 31,202323,318 Addition 66,068 Lease payments(36,570)Finance costs3,131 Dec

197、ember 31,202455,947 Current portion of lease liability32,454 Non-current portion of lease liability23,493 Maturity analysis-contractual undiscounted cash flowsLess than one year36,570 One to five years24,380 Total undiscounted lease liability60,950 COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED F

198、INANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2024 AND 2023(EXPRESSED IN CANADIAN DOLLARS)Page 20 of 25 7.SHARE CAPITAL(continued)7.SHARE CAPITAL(continued)Shares issued during the year ended December 31,2023 i)On September 1,2023,the Company completed a non-brokered private placement and issu

199、ed 1,937,500 units at$0.08 per unit(the“Units”)for gross proceeds of$155,000 and 1,910,000 flow-through shares(the“FT Share”)at$0.10 per FT share for gross proceeds of$191,000.A flow-through premium liability of$38,200 was recognized on the issuance date.As at December 31,2023,the Company incurred f

200、low-through qualifying expenditures exceeding$191,000.As a result,the flow-through premium liability of$38,200 was de-recognized and recorded as other income.Each Unit consisted of one common share and one share purchase warrant with each warrant exercisable for one common share at a price of$0.14 p

201、er share until March 1,2025.In connection with the financing,the Company paid finders fees of$4,920 and incurred$7,087 in legal,filings and transfer agent fees.ii)On October 16,2023,for the second option payment of$10,000 to a tenure vendor of the Burn property,the Company issued 140,846 shares fair

202、-valued at$8,451,resulting in a gain of$1,549 on the shares issued for the option payment on the Burn property(Note 4(b).Warrants On September 1,2023,in connection with a private placement,the Company issued 1,937,500 share purchase warrants exercisable at$0.14 per share until March 1,2025.During th

203、e year ended December 31,2024,no warrants expired whereas in 2023,1,101,118 warrants exercisable at$0.25 per share expired and their fair value of$12,000 had been transferred from reserves to share capital.As at December 31,2024 and 2023,the Companys share purchase warrants were as follows:Stock opt

204、ions The Company has a 10%rolling stock option plan with the maximum number of options granted not to exceed 10%of the total number of common shares issued and outstanding at the grant date.Options granted to directors,officers,employees and consultants have a term up to ten years and the exercise p

205、rices and the vesting periods are determined by the Board of Directors.During the years ended December 31,2024 and 2023,the Company recognized share-based compensation of$nil and$1,466,respectively.During the year ended December 31,2024,320,000 stock options were exercised at$0.07 per share for proc

206、eeds of$22,400(2023 nil).Number of WarrantsExercise price($)Expiry dateWeighted average remaining life(years)Balance,December 31,2022 1,101,118 0.25 -Expired(701,118)(0.25)March 9,2023-Expired(400,000)(0.25)March 20,2023-Issued 1,937,500 0.14 March 1,20250.16Balance,December 31,2024 and 20231,937,50

207、0 0.14 0.16COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2024 AND 2023(EXPRESSED IN CANADIAN DOLLARS)Page 21 of 25 7.SHARE CAPITAL(continued)7.SHARE CAPITAL(continued)Stock options(continued)The Companys stock option activities for the years e

208、nded December 31,2024 and 2023 were as follows:As at December 31,2024,the Companys outstanding stock options were as follows:Reserves Reserves include the accumulated fair value of stock options recognized as share-based compensation(“SBC”)and the fair value of warrants.Reserves are increased by the

209、 fair value of these items on vesting and are reduced by corresponding amounts when the options or warrants are exercised or expired.Weighted averageWeighted averageNumber of exercise priceNumber of exercise priceoptions$options$Balance,beginning of year3,025,0000.13 3,911,0000.14 Expired(440,000)0.

210、07 (886,000)0.17 Exercised(320,000)0.07 -Balance,end of year 2,265,0000.15 3,025,0000.13 2024 2023OptionsoutstandingExercise Weighted average and exercisablepriceExpiry remaining life#$date(years)530,000 0.14 November 12,20250.871,460,000 0.17 October 29,20261.83275,000 0.10 September 8,20272.692,26

211、5,000 0.15 1.71Stock optionWarrantreservereserveTotal$December 31,2022463,336 12,000 475,336 SBC on vesting of stock options 1,466 -1,466 Reclassification on expiry of warrants-(12,000)(12,000)Reclassification on expiry of options(132,170)-(132,170)December 31,2023332,632 -332,632 Exercises of stock

212、 options(20,614)-(20,614)Reclassification on expiry of options(28,344)-(28,344)December 31,2024283,674 -283,674 COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2024 AND 2023(EXPRESSED IN CANADIAN DOLLARS)Page 22 of 25 8.RELATED PARTY TRANSACTION

213、S 8.RELATED PARTY TRANSACTIONS Compensation of key management Key management personnel include those who have authority and responsibilities for directing,planning and controlling the Companys activities directly or indirectly.Their remuneration was as follows:In March 2024,a special committee of th

214、ree directors was formed to address the unsolicited takeover bid of the Company by Fruchtexpress Grabher GmbH&Co.KG(“FEx”).A total of$65,000 were remunerated to the 3 directors with the Chairman receiving$25,000 and the other 2 directors$20,000 each.In October 2024,a special committee was appointed

215、comprising 2 directors to consider,review and negotiate on behalf of the Company a proposed business combination with Enduro Metals Corporation.The two directors of the special committee were remunerated of$15,000 each for their services.9.SUPPLEMENTAL CASH FLOW INFORMATION9.SUPPLEMENTAL CASH FLOW I

216、NFORMATION 10.SEGMENTED INFORMATION 10.SEGMENTED INFORMATION The Company operates in one single reportable segment,being the acquisition and exploration of resource properties.As at December 31,2024,the carrying values of the Companys non-current assets are:Exploration and evaluation assets:$229,014

217、(2023-$109,188)located in Canada;and$1(2023-$1)located in Mexico Property and equipment$78,520(2023-$46,436)located in Canada Reclamation bond$28,000(2023-$28,000)located in Canada Years ended December 31,Nature of 2024 2023 2024 2023Compensation$President and CEOSalary and benefits 195,629 155,282

218、32,346 -Vice President,ExplorationProject expenditures150,098 149,350 -11,327 Directors*Directors fees,consulting95,000 1,000 -Corporate SecetaryConsulting44,700 42,000 -Chief Financial OfficerConsulting61,500 58,800 -546,927 406,432 32,346 11,327 December 31,TransactionsBalances outstanding20242023

219、$Financing activities:Marketable securities received for exploration and evaluation assets-110,000 Fair value of shares issued for property acquisition 20,000 -Fair value of shares issued for accounts payable -6,000 Fair value on options exercised reclassified from reserves to share capital 20,614 -

220、Fair value on expired options reclassified from reserves to deficit 28,344 132,170 Fair value on expired warrants reclassified from reserves to share capital-12,000 Investing activities:Equipment addition:right-of-use asset recognized under IFRS 1666,068 2,939 Other cash flow information:Interest re

221、ceived666 1,005 COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2024 AND 2023(EXPRESSED IN CANADIAN DOLLARS)Page 23 of 25 11.CAPITAL MANAGEMENT 11.CAPITAL MANAGEMENT The Company defines its capital as all components of shareholders equity.The Co

222、mpany manages its capital structure by maintaining adequate funds to support the acquisition and exploration of minerals assets.The Board of Directors does not establish a quantitative return on capital criteria for management but rather relies on the expertise of the Companys management to sustain

223、future development of the business.There were no changes in the Companys approach to capital management for the year ended December 31,2024.The Company is not subject to externally imposed capital requirements.12.FINANCIAL INSTRUMENTS AND RISK MANAGEMENT 12.FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

224、Fair value The carrying values of receivables,reclamation bond,accounts payable and accrued liabilities approximate their fair values due to the short-term to maturity of these financial instruments.The Company classifies its financial instruments measured at fair value at one of three levels accord

225、ing to the relative reliability of the inputs used to estimate the fair value.The Companys marketable securities are classified as a level 1 financial asset.The fair value hierarchy is as follows:Level 1 quoted prices(unadjusted)in active markets for identical assets or liabilities;Level 2 inputs ot

226、her than quoted prices included in Level 1 that are observable for the asset or liability,either directly(i.e.,as prices)or indirectly(i.e.,derived from prices);and Level 3 inputs for the asset or liability that are not based on observable market data(unobservable inputs).Liquidity risk Liquidity ri

227、sk is the risk that the Companys financial assets will be insufficient in meeting its financial obligations as they become due.The Company manages this risk by forecasting cash flows from operations and anticipated investing and financing activities to ensure there is sufficient liquidity to meet th

228、e obligations.In May 2024,the Company generated an income of 5.6 million from the sale of five of its royalty interests in Canada.As at December 31,2024,Commander had cash of$2,907,085,current liabilities of$269,922 and working capital of$2,834,392.As a result,the Company has sufficient liquidity fo

229、r its going concern for the coming fiscal year.Credit risk Credit risk is the risk that one party to a financial instrument fails to meet its contractual obligations and causes the other party a financial loss.Financial instruments that potentially subject the Company to credit risk are the carrying

230、 values of cash,receivables,and loan receivable.To minimize the credit risk,the Company deposits its cash with a high credit-rating financial institution.The Companys receivables comprised$26,450 in sales tax refund,a mineral exploration tax credit of$67,072 from the federal government of Canada and

231、$28,431 funding advance to an optionee of the Companys Mexican project.In addition,the Company has a loan and interest receivable of$401,447 from Enduro(Note 6).COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2024 AND 2023(EXPRESSED IN CANADIAN

232、DOLLARS)Page 24 of 25 12.FINANCIAL INSTRUMENTS AND RISK MANAGEMENT(continued)12.FINANCIAL INSTRUMENTS AND RISK MANAGEMENT(continued)Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices.Market risk compri

233、ses three types of market price changes:Foreign currency risk The Company is exposed to foreign currency risk on fluctuations related to cash and accounts payable and accrued liabilities that are denominated in Mexican Pesos.A 10%change in foreign exchange rates would result in a nominal difference

234、for the year ended December 31,2024.Interest rate risk This risk relates to changes in the borrowing rates.The Company is not exposed to interest rate risk as it does not have any significant financial instruments with interest rates,with the exception of cash.Interest earned on cash is based on pre

235、vailing bank account interest rates,which may fluctuate.A 10%increase or decrease in the interest rates would have a nominal impact in interest income for the year ended December 31,2024.Price risk Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctua

236、te due to changes in market prices.Commander is not exposed to price risk with respect to its marketable securities as.A 10%change in the share prices would affect their fair values and comprehensive loss(income)by about$4,250(2023-$8,500)13.SUBSEQUENT EVENT 13.SUBSEQUENT EVENT On December 9,2024,Co

237、mmander and Enduro entered into an amalgamation agreement,which was subsequently superseded by an arrangement agreement between the two companies on February 25,2025(the“Transaction”).See Note 6 for details of the Transaction.On April 8,2025,Commander obtained an interim order(the“Interim Order”)of

238、the Supreme Court of BC for the Transaction whereby Enduro will acquire all of Commanders issued and outstanding common shares.The Interim Order provides for the holding of an annual general and special meeting(the“AGSM”)for the shareholders approval of the Transaction.The AGSM is to be held on May

239、15,2025.COMMANDER RESOURCES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,2024 AND 2023(EXPRESSED IN CANADIAN DOLLARS)Page 25 of 25 14.INCOME TAXES 14.INCOME TAXES A reconciliation of income taxes at statutory rates with the reported taxes is as follows:The signi

240、ficant components of the Companys deferred tax assets that have not been included on the consolidated statements of financial position are as follows:The significant components of the Companys temporary differences,unused tax credits and unused tax losses that have not been included on the consolida

241、ted statements of financial position are as follows:Tax attributes are subject to review and potential adjustments by tax authorities.2024 2023$Income(loss)for the year 3,245,868 (633,276)Expected income tax(recovery)876,000 (171,000)Change in statutory,foreign tax,foreign rates and other13,000 (15,

242、000)Permanent differences16,000 123,000 Share issue cost-(3,000)Impact of flow through shares-52,000 Impact of capitalizing the excess of option payments recovered-144,000 Adjustment to prior years provision versus statutory tax returns 82,000 121,000 Change in unrecognized deductible temporary diff

243、erences(987,000)(251,000)Income tax expense(recovery)-2024 2023$Deferred tax assets(liabilities)Exploration and evaluation assets2,371,000 2,126,000 Equipment and other67,000 41,000 Share issue costs4,000 6,000 Marketable securities76,000 70,000 Allowable capital losses35,000 218,000 Non-capital los

244、ses available for future periods798,000 1,877,000 3,351,000 4,338,000 Unrecognized deferred tax assets(3,351,000)(4,338,000)2024 Expiry Date Range2023 Expiry Date RangeTemporary Differences$Share issue costs14,000 2045 to 204724,000 2044 to 2047Allowable capital losses129,000 No expiry date808,000 N

245、o expiry dateEquipment and other249,000 No expiry date154,000 No expiry dateExploration and evaluation assets8,079,000 No expiry date7,170,000 No expiry dateInvestment tax credit260,000 2032 to 2033260,000 2032 to 2033Marketable securities562,000 No expiry date519,000 No expiry dateNon-capital losse

246、s2,927,000 2026 to 20446,919,000 2026 to 2043 Canada2,656,000 2026 to 20446,616,000 2026 to 2043 Mexico272,000 2025 onwards304,000 2024 onwards Managements Discussion and Analysis For the Year ended December 31,2024 Commander Resources Ltd.Managements Discussion and Analysis For the Year ended Decem

247、ber 31,2024 -1-FORWARD-LOOKING STATEMENTS This Management Discussion and Analysis(“MD&A”)contains forward-looking information within the meaning of National Instrument 51-102 Continuous Disclosure Obligations of the Canadian Securities Administrators that involve risks and uncertainties.Such forward

248、-looking statements include statements of the Companys future plans,estimation of mineral resources,government regulations of the mining industry,requirements for operational funding,environmental risks,and anticipated timing of completion of property dispositions or acquisitions.These known or unkn

249、own risks and uncertainties could cause actual performance of the Company to differ materially from results implied by such forward-looking information.These uncertainties include future commodity pricing,capital market access,global economy and politics,government regulations,environmental restrict

250、ions,exploration results,permitting timelines,as well as those factors discussed in the section entitled“Risks and Uncertainties”in this MD&A.This MD&A has been prepared based on available information up to the date of this report,April 21,2025(the“Report Date”)and should be read in conjunction with

251、 the Companys audited consolidated financial statements for the year ended December 31,2024.The financial information disclosed in this MD&A have been prepared in accordance with International Financial Reporting Standards(“IFRS”).Additional information is available on SEDAR+website at and the Compa

252、nys website .DESCRIPTION OF BUSINESS The Company is in the business of acquisition and exploration of resource properties in Canada and Mexico.The Company has focused on building a portfolio of early-stage exploration projects and from time to time relies on partnerships(option to joint venture),whe

253、re deemed appropriate,to continue the exploration of these assets.Over time this approach has allowed the Company to accumulate a portfolio of royalties that can be sold or held,generate cash from the proceeds received on option payments and accumulate holdings of marketable securities which are als

254、o received as option payments.Robert Cameron,P.Geo.,President and Chief Executive Officer and a Qualified Person under National Instrument 43-101,has reviewed and approved the technical information presented in this MD&A.Data Verification:All technical data presented herein is either accompanied by

255、a reference to the original public disseminated news release which contains the detailed QA/QC data for the data,or the QA/QC is presented here.Historical data is,when referenced as such,is treated as valid for exploration purposes only by the Company following review by Qualified Persons,Robert Cam

256、eron,P.Geo.and Stephen Wetherup,P.Geo.A more detailed data verification statement for each project may be found on the corporate website under the project tab.YEAR HIGHLIGHTS AND SUBSEQUENT EVENTS Plan of Arrangement with Enduro Metals Corporation(“Enduro”)On December 9,2024,Commander entered into a

257、n amalgamation agreement with Enduro,which was subsequently superseded by an arrangement agreement on February 25,2025(the“Arrangement Agreement”).Pursuant to the Arrangement Agreement,Enduro will acquire all of the issued and outstanding common shares of Commander at an exchange ratio of 0.535 Endu

258、ro common share for each Commander common share,such number calculated based on a deemed price per Commander common share of$0.10 and a deemed price per Enduro common share of$0.19,representing the 30-day volume weighted average trading price of Enduro(the“Transaction”)on December 9,2024.On April 8,

259、2025,Commander obtained an interim order(the“Interim Order”)of the Supreme Court of BC for the Transaction.The Interim Order provides for the holding of an annual general and special meeting(the“AGSM”)for the shareholders of Commander to vote on a special resolution approving the Transaction.The AGS

260、M is scheduled on May 15,2025.Commander Resources Ltd.Managements Discussion and Analysis For the Year ended December 31,2024 -2-Loan to Enduro In conjunction with the signing of the Arrangement Agreement,Commander agreed to lend Enduro$400,000(the“Loan”)which bears interest at the rate of 12%per an

261、num and is payable on April 30,2026.The Loan is secured by a security interest over Enduros Chachi claims in British Columbia.Sale of Royalty Interests In May 2024,the Company completed the sale of five of its royalty interests in Canada to a subsidiary of Taurus Mining Royalty Fund L.P.for a total

262、proceed of US$4.1 million(CDN$5.6 million).A financial advisory fee and expenses totalling$116,639 were paid on the sale.A payment of$126,821 was also made to Glengarry Development,an arms length private company,as its share of the proceeds reflecting its 10%ownership of the Mt.Polley royalty.Unsoli

263、cited Takeover Bid On March 4,2024,the Company received notice from FruchtExpress Grabher GmbH&Co KG(FEx),announcing its intention to commence an all-cash offer to acquire all issued and outstanding shares of Commander for$0.09 per share.On May 23,2024,the Company was notified that a formal takeover

264、 process was initiated by FEx and bid documents were filed on the Companys profile at SEDAR.On June 7,2024,the Company prepared and responded with its own Information Circular laying out Management and Directors response to the FEx offer.The Company diligently evaluated the FEx offer and made a reco

265、mmendation consistent with our mandate to consider all reasonable stakeholder interests and maximize value.Commanders Board of Directors and its Special Committee recommended that Shareholders reject the bid and to not tender their Commander shares and to simply take no action to effect this.The Com

266、pany had several discussions with FEx throughout the period but could not reach an agreement.On September 6,2024,the takeover offer expired having failed to meet the required tender conditions.Burn Property-Regain of 100%Interest and Exploration Activities In August 2024,the Company regained 100%own

267、ership of the Burn property from Freeports transfer of its 75%vested interest earned in August 2023.In consideration of Freeports return of 75%interest,Freeport was granted two net smelter return royalties(“NSR”):(i)a 2%NSR over the majority of the property;and(ii)a 1%NSR over two internal mineral c

268、laims totalling 127 hectares optioned from a third party.The Company retained a buy-down option of 1%NSR over the majority of the property for US$5,000,000.The Company completed a program of property-wide geological mapping and detailed mapping and sampling in the vicinity of the gold dominant miner

269、alization encountered in holes B-02 and B-07 on the Charleston Zone.Furthermore,the Company completed a detailed geophysical airborne magnetic survey over the entire property using Heli-GT at a 100-metre line spacing to provide a higher quality and detailed magnetic survey than previously utilised.T

270、his survey was begun in June and completed in July,2024.The Company also completed an induced polarization(“IP”)survey over the Charleston target.This dataset is a key component of the porphyry copper exploration toolbox and had not been previously collected except from a single test line.On Novembe

271、r 6,2024,the Company released preliminary results of the geophysical surveys.A total of 1,875 line-km of helicopter high resolution“Heli-GT”magnetic survey at 100-m line-spacing was completed covering most of the property.Results from the survey show linear features interpreted as faults such as the

272、 newly recognized northwest structure that separates the gold zone intercepted in hole B-2 from the copper zone identified to the east.Furthermore,peak magnetic responses,in one case associated with a quartz-magnetite stockwork have shifted slightly as a result of the closer line spacing.This new da

273、ta will allow more accurate modeling of magnetic targets as well as providing an improved framework for interpreting the recent drilling.The Company also completed an 18 line-kilometre induced polarization(“IP”)survey over the primary Charleston Target.This new survey outlined a large 3 km by 2 km(1

274、5 mV/V)chargeability anomaly that is open to the south.Peak values within the survey area exceeded 50 Mv/V.The majority of this anomaly remains untested.Commander Resources Ltd.Managements Discussion and Analysis For the Year ended December 31,2024 -3-EXPLORATION AND EVALUATION ASSETS CANADA First L

275、oon,Ontario In February 2020,Commander acquired by staking the 8,892 ha First Loon property in the Pickle Lake Gold Belt located south and east of the main concentration of past producing mines that include the Pickle Crow,Central Patricia and Dona Lake mines.The First Loon property is underlain by

276、the Confederation and Pickle Crow assemblage(intercalated mafic to intermediate volcanic rocks with iron formation).Bedrock exposure in this region is extremely limited and detailed airborne geophysical surveys were necessary prior to a first pass evaluation of this property.There are at least 20 hi

277、storical drill holes on the property completed by companies UMEX,Placer Dome and Kerr Addison.In September 2020,the Company completed a property wide airborne 800 line-kilometre magnetic and electromagnetic survey(“MES”)over First Loon accompanied by a field program of geological mapping,rock sampli

278、ng and till sampling on the northeast end of the property.Bedrock exposure is limited as the property is covered by an extensive continuous sheet of till.In January 2021,the Company completed an initial geological and structural interpretation of the airborne magnetic and electromagnetic survey and

279、identified three principal target areas based on magnetic and resistivity features and similarities extrapolated from nearby historical gold mining operations.As a result of this study,the Company increased the property by 60%(from 5,507 to 8,892 hectares)by staking additional claims to cover potent

280、ial extensions of the new targets.Work in September 2021 included ground mapping and prospecting of key target areas and a property-wide till sampling program.Gold grain counts were determined by IOS Services Geoscientifiques Inc.using their automated grain count technology.Areas of focus were the n

281、ortheastern and southwestern areas of the property where F2 fold closures were identified from the airborne magnetic survey.Overall gold grain counts were very low reflecting the dominance of far travelled till and the effects of glacio-lacustrine re-working of surficial material.In September and Oc

282、tober 2022,a small field program of prospecting and additional till sampling(for mineral grain counts)was completed.In general,the nature of the till sampling medium suggests that excessive dilution from far travelled materials greatly supresses the local bedrock signal.In June 2024,a helicopter sup

283、ported program of geological mapping and prospecting accompanied by diamond saw aided channel sampling was conducted.New outcrops and exposures of iron formation were uncovered and sampled in an area where previous grab sampling had returned anomalous gold values.New exposures of iron formation were

284、 discovered in the northeastern extent of the property and several samples returned weakly anomalous gold.Analysis was competed by Activation Laboratories in Thunder Bay Ontario by fire assay with an AA finish on a 30 g Aliquot.Sabin,Ontario The Sabin property is located at the north margin of the m

285、ineral-rich Sturgeon Lake Greenstone belt of Archean metavolcanic and metasedimentary rocks in the Wabigoon Sub-Province of the Superior Province,400 km northwest of Thunder Bay and about 10 km north of the community of Savant Lake,Ontario.The property hosts a VMS base-precious metal deposit called

286、the Marchington Zone.In October 2018,the Company completed an airborne versatile time domain electromagnetic survey(VTEM)on the property.The airborne survey consisted of 370-line kilometres of electromagnetic and magnetic surveying by Geotech Ltd.,using its latest generation VTEM Plus system.The sur

287、vey results were delivered in January 2019.Commanders geophysical consultant,Brian Bengert,P.Geo.,interpreted the data and identified a significant number of high priority conductors throughout the property.In October 2019,the Company completed a rock sampling program that comprised selective grab s

288、amples of bedrock of which 30 samples were chosen for analysis and 126 samples for whole rock and trace element analysis to aid in alteration studies.Of the 30 rocks analyzed 10 were over limit and had to be re-analyzed by assay techniques.Of note are the two samples from the Kash Zone which compris

289、es a nine-kilometre trend defined by variable strength conductors,low Commander Resources Ltd.Managements Discussion and Analysis For the Year ended December 31,2024 -4-resistivity and magnetic highs.The best sample from Kash returned 5.1 g/t Au,123 g/t Ag and 3.1%Cu from a small exposure on the edg

290、e of a swamp from quartz,biotite,garnet schist with disseminated chalcopyrite.Similarly rocks from the Golsil zone were high in silver and sample 1588601 returned 2.9 g/t Au,484 g/t Ag and 7.2%Cu.(see news release dated July 29,2019)Sampling in 2020 identified a bulk tonnage-style gold target within

291、 the Patterson Lake Stock where sampling returned shows gold values up to 1.4 g/t from grab samples and returned high gold and zinc values from newly sampled Hadley showing.Additional rock sampling results were released in 2021.(See news release dated January 15,2021 for detailed QA/QC.)A 19.7 km gr

292、ound based induced polarization survey was completed in the fall of 2023 and data was compiled and incorporated into the project targeting database.Additional groundwork included detailed geological mapping and detailed XRF measurements of outcrops to aid in pseudo-whole-rock characterization and id

293、entification of the alteration and protolith was also completed.A brief visit to the property in June 2024 was conducted to examine potential drill sites that can be incorporated into a drill permit application.A site specific multi-year plan of drilling was prepared and forms the basis of a drill p

294、ermit application.October Dome,BC The October Dome gold-copper property is located in central BC,near the town of Likely.The October Dome property is located 10 km north of Imperial Metals Corporations(“Imperial”)Mount Polley porphyry copper gold mine property and 7 km to the southeast of Osisko Dev

295、elopment Corp.s QR skarn gold mine property.The October Dome claims are subject to net smelter return(“NSR”)royalties of between 1.5%and 2%.In 2013 a 1,086-metre(six holes)diamond drill program by the previous property owner targeted the northern end of a four-kilometre-long gold and arsenic soil an

296、omaly that is coincident with an induced polarization(IP)chargeability anomaly.Holes OD-5 through OD-7 encountered diorite and monzonite intrusions within hornfelsed sediments and propylitized basalts.Hole OD-6 encountered a 15-metre core length of massive magnetite skarn with semi-massive pyrite la

297、yers accompanied by chalcopyrite,epidote and garnet at the sediment/basalt contact.A nine-metre section of this skarn assayed 0.7 gram per tonne gold,including a three-metre length that returned 1.3 g/t Au.For full details of the drill program reference should be made to Bearing Resources news relea

298、se dated December 3,2013.Since 2018,Commander has completed magnetic surveys,data compilation,magnetic susceptibility measurements of historical core,soil sampling and geological mapping.Key targets on the property are gold-bearing magnetite skarns associated with alkalic-style porphyry copper-gold

299、systems and alkalic-style porphyry copper gold deposits akin to Mt.Polley.In 2022,a small work program of geological mapping,sampling and reprocessing(3D Inversion)of historical Induced Polarization surveys were completed followed by a helicopter supported airborne magnetic survey over the property.

300、Work in late 2023 included a ground-based MT survey.Compilation work is ongoing and the results of the MT survey awaiting processing.All project analytical work was performed by Bureau Veritas in Vancouver,BC.Rocks were crushed,split and pulverized with a subset of 250 g rock sieved to 200 mesh and

301、analyzed for gold by fire assay fusion Au by ICP-ES 30 and soils were analyzed by selecting an 80-mesh subsample and analyses by aqua-regia and Ultratrace ICP-MS analysis.Henry Lee,BC The property was acquired 100%based on regional compilations of government geoscience data targeting porphyry copper

302、-style deposits.In 2018,the Company completed preliminary mapping and sampling of soils and rocks over three lines spaced 200 metres apart.The soil sample results outline a sporadic elevated copper in soil anomaly(200 ppm Cu)over the 600 metres covered by the sampling.A solitary silt sample located

303、a further 400 metres to the north returned Commander Resources Ltd.Managements Discussion and Analysis For the Year ended December 31,2024 -5-545 ppm copper suggesting a possible additional extension to the area of anomalous copper.The sampling was discontinuous due to a series of large swamps.In Ma

304、rch 2019,the Company entered into a purchase agreement to acquire a 100%interest in two mineral claims adjacent to Commanders Henry Lee property.The total consideration was$56,500($25,000 in cash(paid)and 350,000 Commander shares at$0.09 per share for$31,500(issued).The vendor retains a 1%net smelte

305、r return royalty and is entitled to receive a one-time royalty payment of$1,000,000 upon the commencement of commercial production.The Company completed soil sampling and geological mapping in the fall of 2019.Results from this sampling returned elevated but discontinuous molybdenum and local copper

306、 values northerly from the current grid.Till cover is extensive and exposed bedrock is rare.In 2020,a field program of geological mapping and rock sampling was completed over the main target area at the south end of the property.Thirteen rock samples were collected over three days of geological mapp

307、ing.The known extents of the granodiorite body were refined to the south and west.Numerous zones of“ksp”altered quartz veins were observed but minimal Cu or Mo returned in sampling.One float boulder of stockwork quartz/k-feldspar veined granodiorite returned 15 ppm Mo and 298 ppm Cu.Along the southe

308、ast margin of the granodiorite a shear vein(0.5 m wide)in basalt containing quartz-calcite-pyrite-chalcopyrite occurs and extends in rubbly outcrop for a minimum of 60 m.Three samples collected from this vein returned up to 47 g/t Ag,0.41%Cu with anomalous Pb,Zn,Mo and Au.In January 2022,additional

309、claims were acquired to the south of the original claim block.A small field program comprising expansion of the existing soil sampling grid to the south onto the newly acquired land was completed.Soil results were successful in expanding the extents of the previously defined anomalies to the south o

310、nto the newly acquired tenure for a distance of some 200 metres up to the adjacent mineral tenure owned by a third party.Analytical work was performed by Bureau Veritas in Vancouver,BC.Rocks were crushed,split and pulverized with a subset of 250 g rock sieved to 200 mesh and analyzed for gold by fir

311、e assay fusion Au by ICP-ES 30 and soils and silts were analyzed by selecting an 80-mesh subsample and analyses by 4 Acid digestion and Ultratrace ICP-MS analysis.Burn,BC The Burn property was acquired by map-staking in October 2018 and expanded further in November 2018.In October 2022,the property

312、was further expanded by 127 hectares via an option agreement with two private tenure holders.The property covers a large prominent gossan which is underlain by extensive pyrite rich phyllic alteration of quartz,biotite feldspar porphyry reflective of a potential porphyry copper system.Ten rock sampl

313、es were initially collected,of which three were greater than 200 ppm copper and one sample returned 0.11%copper.Analytical work was performed by Bureau Veritas in Vancouver BC.Rocks were crushed,split and pulverized with a subset of 250 g rock sieved to 200 mesh and analyzed for gold by fire assay f

314、usion Au by ICP-ES 30.In July 2019,the Company entered into an earn-in agreement(the“Freeport agreement”)”with Freeport-McMoRan Mineral Properties Canada Inc.(“Freeport”)allowing Freeport to earn up to a 75%interest in the Burn property by cash payment of$560,000 and spending$2,500,000 in exploratio

315、n expenditures over eight years by July 2026.In August 2023,Freeport fulfilled both option conditions of the agreement.As such,Freeport earned a vested interest of 75%in the Burn property.The completion of the earn-in conditions on the Freeport Agreement resulted in a joint arrangement of 75%Freepor

316、t and 25%Commander.If either party dilutes to less than a 10%interest,that interest would be replaced with a 1%net smelter return royalty.The Company was the project operator until Freeport vests a 51%interest which was expanded to all work in 2023 also.As the operator of the project,the Company ear

317、ned a 5%management fee on the exploration expenditures.Field work began in 2019 and comprised property wide geological mapping,stream silt sampling,soil sampling and rock sampling.Sample density was low to enable a first pass property wide coverage.A total of 579 soil,89 silt and 85 rock samples wer

318、e collected and analyzed for multi-elements on the property resulting in the identification of four high priority target areas characterized by a combination of elevated copper and gold in soils and phyllic alteration.Rock samples were analyzed with a Terraspec unit to determine alteration minerals.

319、Rocks were crushed,split and pulverized with a subset of 250 g rock sieved to 200 mesh and analyzed for gold by fire assay fusion Au by ICP-ES 30.Commander Resources Ltd.Managements Discussion and Analysis For the Year ended December 31,2024 -6-In July 2020,a field program of geological mapping and

320、rock sampling was completed in an area highlighted by previous sampling in what is referred to as the Charleston Zone.The Charleston zone is underlain by numerous phases of feldspar-biotite-hornblende monzonite and quartz monzonite dykes and stocks exhibiting alteration from chlorite to chlorite-mag

321、netite,and moderate quartz-sericite-pyrite(QSP)to intense QSP with local quartz veinlets.In one location,angular boulders of K-feldspar-biotite-magnetite altered feldspar-biotite porphyry monzonite with sheeted and stockwork magnetite-quartz veins with K-feldspar haloes was discovered.Reconnaissance

322、 soil sampling in the Charleston zone has identified several anomalous Au-Cu and Mo areas including one discrete region on the west side where three samples over 300 m returned 500 ppb Au to 3900 ppb Au.Silt sampling from one of the north flowing creeks draining the Main zone returned anomalous Cu-M

323、o-Au throughout.In 2020,23 samples were collected around the anomalous gold in soil samples including samples of talus fines collected directly downhill from soil sample pits.The bedrock in this area is mainly underlain by a biotite-feldspar porphyry monzonite stock and intensely QSP altered and pyr

324、ite vein stockworks.The stock is cut by a series of sheeted WNW striking vertical pyrite veinlets with strong QSP altered haloes.Rock grab samples include 4 samples greater than 250 ppb Au including one sample of 1,586 ppb Au with low Cu tenors,again typical at high-levels in porphyry Cu-Au systems.

325、(See news release dated November 13,2020)In October 2021,Commander completed a single line of Induced polarization surveying and collected soils samples in the area of the central anomaly within the Burn Copper-Gold property.Elevated chargeability was measured in several locations along the single l

326、ine completed.In October 2022,Commander expanded the Burn property via an option agreement(“Option Agreement”)with two private tenure vendors(“Vendors”)to acquire a 100%interest in two mineral claims totaling 127 hectares.The acquisition cost comprises cash and shares of Commander,to be split evenly

327、 between the two Vendors.Cash consideration totals$290,000 staged into four payments over three years as follows:i)$20,000 on or before October 3,2022(paid);ii)$40,000 on or before October 3,2023(paid);iii)$80,000 on or before October 3,2024(paid);and iv)$150,000 on or before October 3,2025.Issuance

328、s of Commander shares in an aggregate value equal to$160,000 based on the Market Price(20-day volume-weighted average price)as below:i)after the Effective Date on October 3,2022,valued at$20,000(241,000 shares issued on November 10,2022);ii)on or by the first anniversary,valued at$20,000($10,000 pai

329、d in cash,$10,000 in 140,845 shares fair-valued at$8,541 issued on October 16,2023,resulting in a gain of$1,549 on the issuance);iii)on or by the second anniversary,valued at$40,000($20,000 in cash,$20,000 in 281,690 shares fair-valued at$21,127 issued on October 18,2024,resulting a loss of$1,127 on

330、 the shares issued);and iv)on or by the third anniversary,valued at$80,000.In October 2022,the Option Agreement was amended so that the shares to be issued are subject to a floor price of$0.071 per share.If the calculated share price falls below the floor price,the Vendors may elect to receive the c

331、ash value instead.The Vendors retain a 2%NSR royalty and provide Commander a buy-down provision of the first 1%for$1,000,000 and the remaining 1%for$5,000,000.The Company has now completed two drill campaigns totaling 5,916 metres on the central or“Charleston”target with encouraging results.Highligh

332、ts of the 2022 Drill Program 4 drill holes totaling 1,513 metres were completed from three drill sites with on-site work completed in October 2022.Target comprises a Babine-style porphyry copper-gold deposit.Area tested includes an exposed,quartz-magnetite stockwork zone(hole BU22-01),a chargeabilit

333、y(induced polarization)anomaly(hole BU22-03)and a zone of elevated gold in soils(hole BU22-02).Hole BU22-04 was drilled from the same platform as BU22-01 but in a southerly direction into a zone of exposed intense phyllic alteration.Commander Resources Ltd.Managements Discussion and Analysis For the Year ended December 31,2024 -7-On March 6,2023,the Company released the results from the drilling w