Valor Gold Q2 2026 Condensed Interim FS 081326 final

Extracted Document Text

This is a readable excerpt of the EGM normalized Markdown text. It helps search engines and researchers understand PDF, filing, or company-document content while the original source remains authoritative.

# Valor Gold Q2 2026 Condensed Interim FS 081326 final

Source: https://valorgold.ca/wp-content/uploads/2026/08/Valor_Gold_Q2_2026_Condensed_Interim_FS_081326-final.pdf
Fetched: 2026-09-12T07:12:34.998+00:00
Source artifact: 1911b92b-5fdd-419f-a803-3f60aa300619
Normalizer input: text

## Content

# Valor Gold Q2 2026 Condensed Interim FS 081326 final
Valor Gold Corp.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended
June 30, 2026, and 2025
(Unaudited)
(Expressed in Canadian dollars)
VALOR GOLD CORP.
(Expressed in Canadian dollars)
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Notes June 30, 2026 December 31, 2025
Assets
Current assets
Cash $ 9,153,584 $ -
Accounts receivable and prepaid expenses 255,060 2,343
9,408,644 2,343
Non-current assets
Mineral interests 4 2,598,490 1,869,428
Reclamation deposits 5 313,022 49,000
2,911,512 1,918,428
Total assets $ 12,320,156 $ 1,920,771
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities $ 290,806 $ 26,799
Provision for reclamation liabilities -
290,806 26,799
Non-current Liabilities
Deferred Revenue 6 4,948,559 -
Total liabilities 5,239,365 26,799
Equity
Share Capital 7 9,140,286 -
Net parent's investment 3 - 1,894,274
Reserve 8 513,951 -
Deficit (2,573,446) (302)
Total equity $ 7,080,791 $ 1,893,972
Total liabilities and equity $ 12,320,156 $ 1,920,771
Approved on Behalf of the Board:
Alan Edwards John Seaberg
Director Director
August 13, 2026 August 13, 2026
- The accompanying notes are an integral part of these condensed interim consolidated financial statements -
VALOR GOLD CORP.
(Expressed in Canadian dollars)
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
For the three months ended For the six months ended
June 30, June 30, June 30, June 30,
Notes 2026 2025 2026 2025
Corporate and administrative expenses $ (125,402) $ - $ (127,318) $ -
Salaries and Benefits (89,844) - $ (89,844) -
Consulting fees (847,786) - $ (1,404,679) -
Listing and Shareholder meeting expenses (380,893) - $ (421,973) -
Stock-based compensation 8 (496,472) - $ (496,472) -
Accretion (48,559) - $ (48,559) -
Foreign exchange loss (459) (28) $ (1,535) 12
Interest income 17,236 - $ 17,236 -
Loss and comprehensive loss for the period $ (1,972,179) $ (28) $ (2,573,144) $ 12
Basic and diluted loss per share Note 2, 7 $ (0.04) n/a $ (0.05) n/a
Weighted average number of shares outstanding 2 55,000,000 n/a 55,000,000 n/a
- The accompanying notes are an integral part of these condensed interim consolidated financial statements -
VALOR GOLD CORP.
(Expressed in Canadian dollars)
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended
June 30, June 30,
Notes 2026 2025
Operating Activities
Loss for the period $ (2,573,144) $ 12
Add items note not involving cash:
Accretion 48,559 -
Share based payments 496,472 -
Changes in working capital items:
Amounts receivable and prepaid expenses (252,717) 1,775
Accounts payable and accrued liabilities 264,007 4,876
Deferred revenue 3,6 4,900,000 -
Net cash from (used in) operating activities 2,883,177 6,663
Investing Activities
Reclamation deposits (264,022) -
Expenditures on mineral interests (711,583) (289,329)
Net cash used in investing activities
(975,605) (289,329)
Financing Activities
Cash consideration received pursuant to the Arrangement 3 5,100,000 -
Contributions from parent prior to the arrangement 2,146,012 282,666
Net cash from financing activities 7,246,012 282,666
Net increase (decrease) in cash and cash equivalents during the period
Cash, beginning of the period - -
Cash, end of the period $ 9,153,584 $ -
Supplemental disclosure of non-cash activities (Note 3)
- The accompanying notes are an integral part of these condensed interim consolidated financial statements -
VALOR GOLD CORP.
(Expressed in Canadian dollars)
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Number of Net Parent’s
Share Capital Reserves Deficit Total Equity
Shares Investment
Balance, December 31, 2025 – $ - $ - $ 1,894,274 $ (302) $ 1,893,972
Contributions from parent prior to the Arrangement – – – 2,146,012 – $ 2,146,012
Shares issued pursuant to the Arrangement (Notes 1, 3) 55,000,000 9,140,286 – (4,040,286) – $ 5,100,000
Share- based compensation (Note 8) – – 513,951 – – $ 513,951
Loss for the period – – – – (2,573,144) $ (2,573,144)
Balance, June 30, 2026 55,000,000 $ 9,140,286 $ 513,951 $ - $ (2,573,446) $ 7,080,791
Balance, December 31, 2024 – $ - $ - $ 1,130,616 $ (321) $ 1,130,295
Contributions from parent – – – 297,294 – 297,294
Loss for the period – – – – 12 12
Balance, June 30, 2025 – $ - $ - $ 1,427,910 $ (309) $ 1,427,601
- The accompanying notes are an integral part of these condensed interim consolidated financial statements -
VALOR GOLD CORP.
NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2026
1 Nature of Operations and Going Concern:
Valor Gold Corp. (the “Company” or “Valor”) was incorporated under the Canada Business Corporations Act on
January 19, 2026, as a wholly owned subsidiary of Seabridge Gold Inc. (“Seabridge”). The Company, through its
wholly owned subsidiary Seabridge Gold (NWT) Inc. (formerly 5073 N.W.T. Ltd.) (“Valor NWT”), is engaged in the
acquisition, exploration, and advancement of the Courageous Lake gold project located in the Northwest
Territories, Canada (the “Courageous Lake Project”). Valor also has a US subsidiary, Valor Gold US Corp., a
California corporation. The Company was incorporated under the laws of British Columbia. The Company's
registered office and corporate office are located at 151 Yonge Street, 11th Floor, Toronto, Ontario, M5C 2W7.
On June 3, 2026 (the “Effective Date”), Seabridge completed the reorganization of its Courageous Lake assets
and operations into the Company by way of a statutory plan of arrangement pursuant to the Canada Business
Corporations Act (the “Arrangement”). Under the Arrangement, the Company transferred from Seabridge 100%
ownership of Valor NWT, the owner of the Courageous Lake Project. Consideration under the Arrangement
consisted of the issuance of an aggregate of 55,000,000 Valor common shares and the payment by Seabridge to
the Company of $5,100,000 in cash. In addition, as part of the Arrangement, Seabridge provided a $4,900,000
cash deposit to the Company for a gold stream of 10% of future gold production from the Courageous Lake
Project, where gold production is due to Seabridge when the quarterly average spot gold price exceeds US$4,000
per ounce, with gold subject to the stream to be sold to Seabridge at a fixed price of US$4,000 per ounce. (Notes
3 and 6).
Under the Arrangement, all Valor shares held by Seabridge were distributed to Seabridge shareholders on the
basis of approximately one (1) Valor share for every 1.952 Seabridge shares held on the Effective Date. Upon
completion of the Arrangement, the Company ceased to be a subsidiary of Seabridge. The Company’s common
shares commenced trading on the Toronto Stock Exchange under the symbol “VGC” on June 5, 2026, and on the
OTCQB (USA) on June 9, 2026, under the symbol “VLGDF”.
These condensed interim consolidated financial statements have been prepared on a going concern basis, which
assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of
business for the foreseeable future. The Company has incurred operating losses to date and does not generate
cash flows from operations. As of June 30, 2026, the Company has working capital of $9,117,838 (December 31,
2025 – ($24,456)), which management believes is sufficient to fund exploration, evaluation, and administrative
costs for at least the next twelve months. Beyond the next 12 months, the Company's ability to continue as a
going concern and to advance the Courageous Lake Project will be dependent upon its ability to obtain the
necessary financing.
2 Basis of Presentation:
Statement of Compliance
These condensed interim consolidated financial statements have been prepared in accordance with IFRS®
Accounting Standards as issued by the International Accounting Standards Board (“IASB”) and interpretations of
the IFRS Interpretations Committee, including IAS 34, Interim Financial Reporting. They should be read in
conjunction with the Company’s annual carve-out financial statements for the year ended December 31, 2025,
and the condensed interim carve-out financial statements for the three months ended March 31, 2026, as some
disclosures have been condensed or omitted. These condensed interim consolidated financial statements were
authorized for issue by the Board of Directors on August 13, 2026.
Basis of presentation – periods prior to the Effective Date
For all periods prior to the Effective Date, these financial statements have been prepared on a carve-out basis
from the books and records of Seabridge and present the financial position, results of operations, and cash flows
attributable to the Courageous Lake Project while under Seabridge’s ownership. Expenses directly related to the
Courageous Lake Project have been fully attributed to the Company, and assets and liabilities specifically
identifiable with the project have been included. The cost of certain administrative and support services provided
by Seabridge was allocated based on the proportion of exploration expenditures attributed to the project relative
to Seabridge’s total exploration expenditures. Management believes these allocations are reasonable; however,
the expenses reflected for periods prior to the Effective Date may not be indicative of the costs that would have
been incurred had the Company operated as a stand-alone entity. Seabridge’s net investment in the operations
for these periods is presented as net parent’s investment.
Basis of presentation – periods from the Effective Date
From the Effective Date, these financial statements present the consolidated financial position, results of
operations, and cash flows of the Company and its wholly owned subsidiary, Valor NWT. The transfer of Valor
NWT to the Company pursuant to the Arrangement was a transaction between entities under common control and
has been recorded at the carrying values of the assets and liabilities transferred as previously reflected in the
carve-out financial statements (the predecessor values method); no fair value adjustments or goodwill have been
recognized (Note 3). All intercompany transactions and balances have been eliminated on consolidation.
Functional and presentation currency
These condensed interim consolidated financial statements are presented in Canadian dollars, which is the
functional currency of the Company and its subsidiary.
Summary of accounting policies
The accounting policies, methods of computation, and presentation applied in these condensed interim
consolidated financial statements are consistent with those disclosed in Note 2 to the annual carve-out financial
statements for the year ended December 31, 2025, except for the policies applicable to transactions arising from
the Arrangement, including share capital (Note 7), share-based payments (Note 8), and the deferred revenue
deposit (Note 6).
Loss per share
Basic loss per share is calculated by dividing the loss attributable to common shareholders by the weighted
average number of common shares outstanding during the period. The 55,000,000 common shares issued on
June 3, 2026, pursuant to the Arrangement were issued to shareholders of Seabridge Gold Inc. as consideration
for the transfer of the Courageous Lake project, which has been accounted for as a common control transaction
at predecessor carrying values. As the issuance did not result in a change in the resources of the Company,
these shares have been treated as outstanding from the beginning of the earliest period presented, consistent
with the principles in IAS 33. Accordingly, the weighted averag

[Excerpt trimmed for readability. Open the original source for the complete filing or document.]