Financial Statements - 2024 Year End

For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian dollars)

(Expressed in Canadian dollars)

Going concern - Note 2 Subsequent events - Note 17

These financial statements were approved and authorized for issue by the Board of Directors on April 24, 2025.

"Gregory Beischer" "Mario Vetro"

Director Director

(Expressed in Canadian dollars)

Supplemental cash flow information - Note 15

(An Exploration Stage Company)

(Expressed in Canadian dollars)

Reserves

Accumulated Other

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The accompanying notes are an integral part of these consolidated financial statements.

1. Nature of Operations

   Alaska Energy Metals Corporation ("Alaska Energy" or the "Company") is a public company listed on the TSX Venture Exchange ("TSXV") trading under the symbol "AEMC". The registered office of the Company is located at Suite 300 - 1055 West Hastings St. Vancouver, BC V6E 2E9.

   The Company's business focuses on exploration and development of mineral resources. All of the Company's projects are considered to be in the exploration stage and the Company has not yet determined whether these properties contain mineral resources that are economically recoverable ("ore reserves").

2. Basis of Preparation and Going Concern

   The Company prepares its consolidated financial statements in accordance and compliance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). These consolidated financial statements, including comparatives, have been prepared on the basis of IFRS that are effective as of December 31, 2024.

   These consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, which contemplates that the Company will continue in operation for the next twelve months and that it will be able to realize its assets and meet its liabilities in the normal course of operations. Realization value may be substantially different from carrying value as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values, classification of assets and liabilities should the Company be unable to continue as a going concern. As of December 31, 2024, the Company had not yet achieved profitable operations and had an accumulated deficit of $67,220,828 (2023 - $58,379,614). Management has carried out an assessment of the going concern assumption and has concluded that the Company does not have sufficient cash and other financial assets to continue operating at current levels for the ensuing twelve months. The Company's forecast indicates the existence of material uncertainty that raises significant doubt about the Company's ability to continue as a going concern and, therefore, that it may be unable to realize its assets and discharge its liabilities in the normal course of business. The Company's ability to continue as a going concern is dependent upon its ability to raise additional equity, continue some of its existing partnerships, partner additional exploratory prospects, and receipt of option payments.

   1. Changes in Accounting Policies and Disclosures

      The Company has adopted these accounting standards effective January 1, 2024. The adoption of the standards and amendments had no material impact on the consolidated financial statements:

      Amendments to IAS 1 - Classification of Liabilities as Current or Non-Current

      The amendments to IAS 1 provide a more general approach to the classification of liabilities based on the contractual arrangements in place at the reporting date.

   2. Upcoming Changes in Accounting Standards

      IFRS 18 Presentation and Disclosure in Financial Statements

      IFRS 18 introduces three sets of new requirements to give investors more transparent and comparable information about companies' financial performance for better investment decisions This new standard is effective for reporting periods beginning on or after January 1, 2027. The Company will be assessing the impact of adoption.

3. Material Accounting Policies

The material accounting policies set out below have been applied consistently to all years presented in these consolidated financial statements and have been applied consistently by the Company and its subsidiaries.

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as December 31, 2024. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date when such control ceases.

All intra-group balances, transactions, unrealized gains and losses resulting from intra-group transactions and dividends are eliminated in full.

The consolidated financial statements of the Company include the following significant subsidiaries:

The Company consolidates all of its subsidiaries on the basis that it controls these subsidiaries through its ability to govern their financial and operating policies. The Company has consolidated 1413336 BC Ltd. ("141 BC") starting from the date of acquisition on November 7, 2023. The Company sold Recursos Millrock on December 29, 2023. All intercompany transactions and balances are eliminated on consolidation.

1. Functional and Presentation Currency

   Items included in the accounts of each of the Company's entities are measured using the currency of the primary economic environment in which the entity operates (the "functional currency").

   The consolidated financial statements are presented in Canadian dollars (the "presentation currency"). The Canadian dollar is the functional currency of the Alaska Energy Metals Corporation, 141 BC and Millrock Mexico Holdings Corp. The US dollar is the functional currency of the Company's United States subsidiaries. The Mexican peso is the functional currency of the Company's Mexican subsidiaries.

2. Transactions and Balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions as well as from the translation of monetary assets and liabilities not denominated in the functional currency are recognized in profit or loss except for monetary items that are designated as part of the Company's net investment of a foreign operation.

1. Material Accounting Policies (cont'd)

   ii) Transactions and Balances (cont'd)

   Assets and liabilities of entities with functional currencies other than Canadian dollars are translated to Canadian dollars at the period end rates of exchange, and the results of their operations are translated at average rates of exchange for the period. The resulting translation adjustments are included in the other comprehensive loss reserve in shareholders' equity. Additionally, foreign exchange gains and losses, related to certain intercompany loans that are permanent in nature, are included in accumulated other comprehensive loss reserve.

   The foreign exchange gains and losses from translating foreign operations are recognized in other comprehensive income or loss until the foreign subsidiary is disposed of, at which time, the cumulative amount is reclassified to profit or loss.

   Exploration and Evaluation Assets

   The Company is in the exploration stage with respect to its investment in exploration and evaluation assets and follows the practice of capitalizing all costs relating to the acquisition of, exploration for, and development of mineral properties to which the Company has rights. Exploration expenditures typically include costs associated with acquisition of rights to explore, prospecting, sampling, mapping, diamond drilling and other work involved in searching for ore.

   Evaluation expenditures reflect costs incurred at exploration projects related to establishing the technical and commercial viability of mineral deposits identified through exploration or acquired through a business combination or asset acquisition. Costs incurred prior to the acquisition of a mineral property are charged to profit or loss as incurred under the heading of General Exploration. Evaluation expenditures include the cost of:

   1. Establishing the volume and grade of deposits through drilling of core samples, trenching and sampling activities to classify deposits as either a mineral resource or a proven and probable reserve;

   2. Determining the optimal methods of extraction and metallurgical and treatment processes;

   3. Studies related to surveying, transportation and infrastructure requirements;

   4. Permitting activities; and

   5. Economic evaluations to determine whether development of the mineralized material is commercially justified, including scoping, prefeasibility and final feasibility studies.

From time to time, the Company may acquire or dispose of mineral interests pursuant to the terms of option agreements. Due to the fact that options are exercisable entirely at the discretion of the optionee, the amounts payable or receivable are not recorded. Option payments are recorded as acquisition cost additions or recoveries when the payments are made or received. The Company maintains ownership and control of the property until the earn-in partner fulfills contractual obligations and the costs incurred over that period are capitalized. When the obligations are positively fulfilled the earn-in partner is afforded a predetermined interest in the project, which may result in a change of control, but not joint control.

From time to time the Company may issue shares for option-in agreements in respect of acquisition of mineral interests. These equity-settled share-based payment transactions are measured by reference to the fair value of the equity instruments granted with the corresponding increase in equity.

Exploration and evaluation assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment test is performed when (a) the right to explore in a specific area has expired or will expire in the near future without expectation to renew, (b) exploration or evaluation expenditures of any significance are not planned or budgeted, (c) no mineral resources in a specific area have been discovered which have the potential for commercial viability and the Company has decided to halt further activities in the area, or (d) sufficient indications exist that the minerals in a specific area can be developed, however the asset is unlikely to recover in full the carrying cost.

An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less cost to sell and value in use.

Financial instruments are initially recognized at their fair value, and subsequently measured at fair value if classified at fair value through profit or loss or measured using the effective interest method if classified as subsequently measured at amortized cost.

The Company's financial assets at fair value through profit or loss include cash and marketable securities. The Company's financial assets as subsequently measured at amortized costs include amounts receivable.

The Company has classified its accounts payable and accrued liabilities, due to related parties and lease liability as subsequently measured at amortized cost.

Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects. Common shares held by the Company are classified as treasury stock and recorded as a reduction to shareholders' equity. Equity financing transactions may involve the issuance of units. The Company has adopted the residual value method with respect to the measurement of shares and warrants issued as units. 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 fair value of the common shares issued in private placements is determined to be the more easily measurable component and are valued at their fair value, as determined by the closing trade price on the announcement date. The residual balance, if any, is allocated to attached warrants. Any fair value attributed to the warrants is recorded in share-based payment reserve.

Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized either in other comprehensive loss or directly in equity, in which case it is recognized in other comprehensive loss or in equity, respectively. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

Deferred tax is recorded for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. A deferred tax liability is recognized for all taxable temporary differences, except to the extent that the differed tax liability arises from: (a) the initial recognition of goodwill; or (b) the initial recognition of an asset or liability in a transaction which: (i) is not a business combination;

(ii) at the time of the transaction, affects neither accounting profit nor taxable profit, and does not give rise to equal taxable and deductible temporary differences. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the year-end date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Share-based payment arrangements in which the Company receives goods or services as consideration for its own equity instruments are accounted for as equity-settled transactions and, when determinable, are recorded at the value of the goods and services received. If the value of the goods and services received are not determinable, then the fair value of the share-based payment is used.

The Company uses a fair value-based method (Black-Scholes Option Pricing model) for all share options granted to directors, employees and certain non-employees. This model employs assumptions for risk free interest rates, dividend yields, expected lives, and volatility based on historical data. For directors and employees, the fair value of the share options is measured at the date of the grant.

Restricted share units are measured based on the closing share price of the underlying shares on the date of grant and recognized over the vesting period.

The fair value of share-based payments is charged either to profit or loss or the related asset as applicable, such as exploration and evaluation assets, with the offsetting credit to share-based payments reserve. For directors and employees, the share options are recognized over the vesting period based on the best available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognized in the current period. No adjustment is made to any expense recognized in prior periods where vested. For non-employees, the share options are recognized over the related service period. When share options are exercised, the amounts previously recognized in share-based payments reserve are transferred to share capital.

In the event share options are forfeited prior to vesting, the associated fair value recorded to date is reversed. The fair value of any vested share options that expire remain in share-based payments reserve.

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.

1. Material Accounting Policies (cont'd) Loss per Share

   The Company applies the "Treasury Stock Method" to calculate loss per common share. Under this method, the basic loss per share is calculated based on the weighted average aggregate number of common shares outstanding during each year. The diluted loss per share assumes that the outstanding stock options and share purchase warrants had been exercised at the beginning of the period and proceeds from dilutive instruments are assumed to be used to purchase common shares at the average market price during the period. The assumed conversion of outstanding common share warrants and options had an anti-dilutive impact for the periods presented.

   Flow-Through shares

   The Company may, from time to time, issue flow-through common shares to finance its exploration programs. Pursuant to the terms of the flow-through share agreements, these shares transfer the tax deductibility of qualifying resource expenditures to investors. Upon issuance, the Company bifurcates the flow-through share into: (i) share capital; and (ii) 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.

   Upon expenses being renounced, the Company derecognizes the liability and recognizes a deferred tax liability for the amount of tax reduction renounced to the investors. The premium is recognized as other income and the related deferred tax is recognized as a tax provision.

   Proceeds received from the issuance of flow-through shares are restricted to be used only for Canadian resource property exploration expenditures within a two-year period. As at December 31, 2024, the Company has a remaining flow-through commitment of $43,264 (2023 - $1,000,000). During the year ended December 31, 2024, the Company recorded a flow-through tax recovery of $239,307 (2023 - $Nil).

   The Company may also be subject to a Part XII.6 tax on flow-through proceeds renounced under the Look-back Rule in accordance with Government of Canada flow-through regulations. When applicable, this tax is accrued as a financial expense until paid.

   Rehabilitation Obligations

   The Company recognizes the fair value of a legal or constructive liability for a rehabilitation obligation in the year in which it is incurred and when a reasonable estimate of fair value can be made. The carrying amount of the related long-lived asset is increased by the same amount as the liability. Changes in the liability for an asset retirement obligation due to the passage of time will be measured by applying an interest method of allocation. The amount will be recognized as an increase in the liability and an accretion expense in profit or loss. Changes resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows are recognized as an increase or a decrease to the carrying amount of the liability and the related long-lived asset. The Company does not have significant rehabilitation obligations.

2. Significant Accounting Judgements, Estimates and Assumptions

   The preparation of consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed at each period end. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. The most significant areas requiring the use of management's judgments, assumptions and estimates relate to the following:

   1. Recoverability of the carrying value of exploration and evaluation assets: Management applies significant judgement to determine at each reporting period whether there are any indicators of impairment applying to each specific property. Where an indicator exists, a formal assessment of the impairment is made. If no indicators of impairment are identified, no impairment test is performed.

   2. Going concern assumption: The Company's ability to continue as a going concern is dependent on its ability in the future to achieve profitable operations and in the meantime, obtain the necessary financing to meet its obligations and repay its liabilities when they come due. Realization values may be substantially different from carrying values and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.

   3. Acquisition of 141 BC: The Company applied judgement with respect to whether the acquisition of 141 BC was an asset acquisition or business combination. 141 BC did not meet the definition of a business. Pursuant to this assessment, the acquisition of 141 BC was considered to be an asset acquisition.

      The estimated acquisition date fair value of the purchase price involves significant estimates, including the fair value adjustments associated with the use of an option pricing model. See Note 11.

3. Marketable Securities

   Marketable securities consist of investments in quoted equity shares of public companies. The fair value of the equity shares has been determined directly by reference to published price quotations in an active market.

   December 31, 2024 December 31, 2023

   # of shares

   Per

   share Fair value # of shares

   Per

   share Fair value

   Felix Gold Limited -ASX: FXG - $ - $ - 9,957,157 $ 0.044 $ 439,844

   During the year ended December 31, 2024, the Company sold its shares in Felix Gold Limited for $352,152 and incurred a loss on marketable securities of $87,692.

   During the year ended December 31, 2023, the Company:

   1. received 10,000,000 shares of Resolution Minerals Limited ('RML") (valued at $141,005) for interests in exploration properties (Note 6)

   2. sold 33,100,000 shares of RML for proceeds of $88,736 resulting in a realized loss on marketable securities of

      $222,228.

   3. sold 9,623,417 shares of ArcWest Exploration Inc. for proceeds of $477,608 resulting in a realized loss on marketable securities of $3,562.

   4. incurred an unrealized loss of $659,056 on marketable securities.

4. Exploration and Evaluation Assets

This section describes each of the Company's projects. Please refer to Note 3 for a description of the property impairment assessment factors.

Although the Company has taken steps to verify title to mineral properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee a clear title. Property title may be subject to unregistered prior agreements and regulatory requirements.

1. Exploration and Evaluation Assets (cont'd)

   Alaska Properties

   1. Nikolai Project, Alaska Eureka Property

      The Company owns a 100% interest in claims located in the Fairbanks Recording District. The claims cover the Eureka prospect. There is a 1% NSR on 4 of the claims in the block.

      Canwell Property

      During the year ended December 31, 2022, the Company entered into an option agreement, subsequently amended, to earn a 100% ownership in the Canwell property, located in the Fairbanks Recording district, Alaska. To earn the interest, the Company must pay:

      • Pay US$25,000 upon signing (paid);

      • Issue 100,000 shares upon signing (issued with a fair value of $65,000);

      • Pay US$25,000 by June 1, 2022 (paid);

      • Pay US$75,000 by September 1, 2022 (paid);

      • Issue 100,000 shares by September 1, 2022 (issued with a fair value of $40,000);

      • Incur US$50,000 in exploration expenditures by September 1, 2022 (incurred);

      • Pay US$100,000 by September 1, 2023 (paid);

      • Issue 1,000,000 shares by September 1, 2023 (issued with a fair value of $420,000);

      • Incur US$250,000 in exploration expenditures by September 1, 2023 (incurred);

      • Pay US$125,000 by September 1, 2024 (paid);

      • Issue 1,000,000 shares by September 1, 2024 (issued with a fair value of $150,000);

      • Incur US$1,000,000 in exploration expenditures by September 1, 2024 (incurred);

      • Pay US$150,000 by September 1, 2025;

      • Issue 1,000,000 shares by September 1, 2025;

      • Incur US$1,500,000 in exploration expenditures by September 1, 2025;

      • Incur US$2,200,000 in exploration expenditures by September 1, 2026.

        The cash payment due at each September 1 has a required inflation adjustment. There is a 3% net smelter return (NSR) royalty, payable to the optionor, and the Company has the option to reduce the NSR royalty to 2% by paying US$2,000,000. The NSR royalty may be further reduced to 1% and 0% through additional cash payments of US$3,000,000 and US$4,000,000, respectively.

   2. 64 North Gold Project, (formerly Goodpaster Properties), Alaska

      During the year ended December 31, 2016, the Company acquired claims through option and purchase agreements. In the second quarter of 2019 Alaska Energy staked a tract of claims. Alaska Energy granted a royalty interest to EMX Royalty Corporation ("EMX") on newly staked claims and on claims already owned. In the fourth quarter of 2019, Alaska Energy entered into an Option to Joint Venture Agreement, subsequently amended, concerning the 64 North Gold Project with Resolution Minerals Limited ("Resolution"), an ASX listed company under a four-year option period. During the year ended December 31, 2023, Resolution opted to discontinue sole funding the project and a 51% Resolution, 49% Alaska Energy mining joint venture was formed. If Resolution moves to sell, Alaska Energy has a Right of First Refusal to match any offer. During the year ended December 31, 2023, the Company impaired the property resulting in an impairment loss of

      $1,051,269 as the Company had no immediate plans for any significant exploration activities on the property.

      6. Exploration and Evaluation Assets (cont'd)
   3. Liberty Bell Property, Alaska

      The Liberty Bell project consists of claims owned by Alaska Energy, claims optioned from Boot Hill Gold Inc. ("Boot Hill Gold") and claims leased from James Roland ("Roland Lease").

      Boot Hill Option During the year ended December 31, 2018, Alaska Energy entered an option to purchase agreement with Boot Hill Gold. A 100% interest could be obtained. Roland Lease During the year ended December 31, 2018, a lease to purchase agreement was made with James Roland concerning a block of ten claims internal to the Boot Hill Gold block. Consideration to establish a 100% interest is US$570,000 to be paid to James Roland as lease payments over an 11-year period. If the Company wishes to keep the claims, payments are scheduled to be US$30,000 annually, then moving to US$50,000 annually in 2024, and then a bulk payment in 2028. A 2% royalty is attached to these ten claims and it can be bought out for US$800,000. During the year ended December 31, 2021, Alaska Energy agreed to assign its option rights and its mineral interests to Felix Gold Limited ("Felix Gold") for cash, share payments and royalty interests. During the year ended December 31, 2023, Felix decided it did not want to proceed and offered the project back to Alaska Energy. The Company declined. Felix canceled the Roland Lease and terminated the Boot Hill Option. Alaska Energy remains obligated to return US$20,000 that was withheld as a reclamation bond. The Company subsequently purchased the Boot Hill claims for US$25,000, and agreed to pay an additional US$55,000 in the event the Company sells the Liberty Bell project to another party. Claims originally owned by the Company were returned to Alaska Energy by Felix.

      During the year ended December 31, 2024, the Company impaired the property resulting in an impairment of $265,625 as the Company had no immediate plans for any significant exploration activities on the property.

   4. Chisna, Alaska

      During the year ended December 31, 2024 and 2023, the Company had rights to claims in the Chisna District of Alaska known as Ravine, Grubstake, DragonSlayer and the POW prospect. During the year ended December 31, 2023, the Company impaired the claims resulting in an impairment loss of $694,524 as the Company had no immediate plans for any significant exploration activities on the property.

   5. Fairbanks District, Alaska

      During the year ended December 31, 2021, the Company entered into an agreement whereby Felix Gold, a public company trading on the Australian Securities Exchange, had a right to secure a 100% ownership in the Treasure Creek, Ester Dome, and Liberty Bell projects ("Projects") projects in accordance with the underlying option agreements for a future share payment. Felix Gold completed the acquisition by paying US$210,000 in cash during the year ended December 31, 2021 and issuing 9,957,157 Felix Gold shares (valued at $2,246,336) during the year ended December 31, 2022 subject to an escrow period of two years. The Company retains production royalties in the following three projects:

      • Treasure Creek 2.0% Net Smelter Returns ("NSR");

      • Ester Dome 1.5% NSR;

      • Liberty Bell 2% NSR; and

      • Other claims acquired by Felix Gold in an Area of Interest, 1.0%.

Ester Dome

During the year ended December 31, 2016, Alaska Energy entered into an Exclusive Right to Explore and Enter into an Option Agreement ("Ester Agreement") with Range Minerals Corporation which was subsequently amended. During the year ended December 31, 2021, Alaska Energy assigned the Ester Agreement to Felix Gold who entered into an option agreement with Range Minerals Ltd. During the year ended December 31, 2023, Felix decided it did not want to proceed and offered the project back to Alaska Energy. The Company declined the offer and the Ester Agreement was terminated.

During the year ended December 31, 2020, Alaska Energy entered into an agreement concerning the Treasure Creek gold project. The agreement with the Treasure Creek Partnership gives Alaska Energy the exclusive right to enter into an option to purchase a 100% interest in the claims. As consideration, during the year ended December 31, 2020, the Company issued 50,000 Alaska Energy shares valued at $105,000. During the exclusive period, which expired in the third quarter of 2021, Alaska Energy is required to keep the claims in good standing by making adequate exploration expenditures (incurred) and making Alaska state claim rental payments (paid). Alaska Energy also staked additional claims contiguous with the original Treasure Creek block. These new claims are within an Area of Interest pursuant to the agreement with the Treasure Creek Partnership. During the year ended December 31, 2021, Alaska Energy's rights were assigned to Felix Gold. Felix Gold must offer the claims and the option back to Alaska Energy if Felix Gold decides to drop the project.

Grant Mine

During the year ended December 31, 2021, the Company entered into an option agreement to earn a 100% interest in the Grant Mine near Fairbanks, Alaska. This property forms part of the larger Ester Dome exploration project, which is subject to an agreement between Alaska Energy and partner Felix Gold. The Company has paid $15,000 and Felix Gold has assumed the remaining $1,900,000 in option payments.

In the event that Felix Gold fulfils the option agreement for the Grant Mine, Alaska Energy will vest with a 1.5% NSR on gold production with an advanced minimum royalty provision. Felix Gold must offer the claims and the option back to Alaska Energy if Felix Gold decides to drop the project.

Canadian Properties

1. Angliers-Belleterre, Quebec

   During the year ended December 31, 2023, the Company acquired 100% of the Angliers-Belleterre project in western Quebec by way of the acquisition of 1413336 BC Ltd (Note 11). The project is subject to a 2.5% NSR, where 1% can be repurchased by the Company for $1,500,000.

2. Bambino, Quebec

   During the year ended December 31, 2024, the Company entered into an option agreement to acquire a 100% interest in the Bambino Nickel - Copper Property located immediately adjacent to the Angliers-Belleterre project in Quebec. To earn the interest the Company must:

   • pay $5,000 on May 21, 2024 (paid);

   • issue 150,000 shares within five (5) business days from the date of final acceptance of this Agreement by the TSX Venture Exchange for filing (issued at a value of $24,000);

   • pay $25,000 and issue 150,000 shares on or before May 21, 2025;

   • complete aggregate exploration expenditures of $100,000 on or before May 21, 2025;

   • pay $25,000 and issue 150,000 shares on or before May 21, 2026;

   • complete aggregate exploration expenditures of $150,000 on or before May 21, 2026;

     • pay $50,000 and issue 250,000 shares on or before May 21, 2027; and

   • complete aggregate exploration expenditures of $250,000 on or before May 21, 2027.

Upon exercise of the option, the vendors will retain a 2% NSR. The Company will have the right at any time to buy back half of the royalty (i.e., 1.0%) for $1,000,000 cash.

1. Exploration and Evaluation Assets (cont'd)

   Mexico Properties

   On December 29, 2023, the Company disposed of 100% of its interest in Recursos Millrock, which included all of the Mexico Properties (Note 12).

   El Batamote, Mexico

   Prior to the sale of Recursos Millrock, the Company held a 100% interest in El Batamote which is comprised of three concessions subject to a 0.5% NSR. The Company had acquired the concessions by paying MX$115,000 in cash and issuing shares valued at $20,000.

2. Loans Payable

   Red Plug loan

   During the year ended December 31, 2022, the Company entered into a $500,000 loan agreement with an arms length party. The loan had a term of 1 year and accrues interest at 6% for the first 6 months and 12% for the remaining 6 months. The Company also issued 200,000 bonus common shares with a value of

   $100,000, which was recorded in office and miscellaneous expense. During the year ended December 31, 2023, the Company repaid the loan, including interest of $44,317.

   Other loans

   During the year ended December 31, 2023, the Company received loans from arms length parties for

   $270,000 (US$200,000) and repaid the amounts in full, including interest of $1,151.

3. Share Capital

   The Company's authorized share capital consists of an unlimited number of voting common shares without par value. During the year ended December 31, 2024, the Company:

   1. issued 150,000 shares with a fair value of $24,000 for the Bambino option agreement.

   2. issued 1,000,000 common shares with a fair value of $150,000 for the Canwell option agreement.

   3. completed a non-brokered offering of 2,500,000 special warrants issued at the price of $0.40 per special warrant for gross proceeds of $1,000,000. Each special warrant will automatically convert (subsequently converted) into one unit of the Company on the earlier of: (i) the date that is three business days following the date on which the Company (a) obtains a receipt from the applicable securities regulatory authorities for a final short form prospectus qualifying distribution of the units underlying the special warrants or (b) files a prospectus supplement to a short form base shelf prospectus with the Securities Commissions qualifying distribution of the units underlying the special warrants, and (ii) the date that is four months and one day after the closing of the offering. Each unit consists of one common share and one-half of one common share purchase warrant. Each full warrant entitles the holder thereof to acquire one share at a price of $0.80 for a period of 24 months. The Company incurred special warrant issuance costs of $64,872.

      30,000 broker special warrants were issued as finder's fee. Each broker special warrant will automatically convert under the same terms as the special warrants, for no additional consideration, into one unit.

      The 2,530,000 special warrants were converted into units during the year ended December 31, 2024. Upon conversion, the Company issued 2,530,000 common shares and 1,265,000 warrants, of which $75,000 was allocated to the warrants using the residual value method.

   4. issued 5,911,047 shares upon exercise of warrants for $1,183,032. The Company also reallocated $1,819 of reserves to share capital upon exercise.

   5. completed a non-brokered offering of 22,255,429 special warrants issued at the price of $0.15 per special warrant for gross proceeds of $3,338,314. Each special warrant will automatically convert into one unit of the Company on the earlier of: (i) the date that is three business days following the date on which the Company (a) obtains a receipt from the applicable securities regulatory authorities for a final short form prospectus qualifying distribution of the units underlying the special warrants or (b) files a prospectus supplement to a short form base shelf prospectus with the Securities Commissions qualifying distribution of the units underlying the special warrants, and (ii) the date that is four months and one day after the closing of the offering. Each unit consists of one common share and one- common share purchase warrant. Each warrant entitles the holder thereof to acquire one share at a price of $0.20 for a period of three years.

      The Company paid finder's fees of $181,261 and issued 1,208,409 agent warrants (valued at $119,500, see below) exercisable at $0.20 for three years.

      The 22,255,429 special warrants were converted into units during the year ended December 31, 2024. Upon conversion, the Company issued 22,255,429 common shares and 22,255,429 warrants.

   6. completed a non-brokered private placement of 2,275,000 units at a price of $0.15 per unit for gross proceeds of $341,250, of which $11,375 was allocated to the warrants using the residual value method. Each unit consists of a common share and a warrant exercisable at $0.20 for a period of three years. The Company paid finder's fees of $23,888 and issued 159,250 agent warrants (valued at $15,800, see below) exercisable at

      $0.20 for three years.

      1. Share Capital (cont'd)

   7. completed a non-brokered offering of 30,133,330 special warrants issued at the price of $0.15 per special warrant for gross proceeds of $4,520,000. Each special warrant will automatically convert (subsequently converted) into one unit of the Company on the earlier of: (i) the date that is three business days following the date on which the Company (a) obtains a receipt from the applicable securities regulatory authorities for a final short form prospectus qualifying distribution of the units underlying the special warrants or (b) files a prospectus supplement to a short form base shelf prospectus with the Securities Commissions qualifying distribution of the units underlying the special warrants, and (ii) the date that is four months and one day after the closing of the offering. Each unit consists of one common share and one common share purchase warrant. Each warrant entitles the holder thereof to acquire one share at a price of $0.20 for a period of three years.

      The Company paid finder's fees and other special warrant issuance costs of $422,385 and issued 1,458,176 agent warrants (valued at $223,800, see below) exercisable at $0.20 for three years.

      The 30,133,330 special warrants were converted into units during the year ended December 31, 2024. Upon conversion, the Company issued 30,133,330 common shares and 30,133,330 warrants.

   8. completed a non-brokered private placement of 3,200,000 units at a price of $0.15 per unit for gross proceeds of $480,000 of which $nil was allocated to the warrants using the residual value method. Each unit consists of a common share and a warrant exercisable at $0.20 for a period of three years. The Company paid finder's fees of $33,600 and issued 224,000 agent warrants (valued at $34,400, see below) exercisable at $0.20 for three years.

During the year ended December 31, 2023, the Company:

During the year ended December 31, 2023, the Company granted:

1. 1,700,000 stock options to officers, directors and consultants at an exercise price of $0.52 through July 7, 2028 and vested immediately.

2. 2,250,000 stock options to officers, directors and consultants at an exercise price of $0.46 through August 17, 2028. 200,000 options vest at 25% every three months starting November 17, 2023.

2,050,000 vested immediately.

The Company used the following weighted average Black-Scholes option pricing model assumptions:

Expected volatility is calculated based on the Company's historical share prices.

Total share-based payments expense recognized on options vesting throughout the year ended December 31, 2024 was $1,878,265 (2023 - $1,586,120).

As at December 31, 2024, the Company has outstanding and exercisable share purchase options as followed:

The weighted average remaining contractual life of options outstanding at December 31, 2024 is 4.14 years (2023-4.21 years).

As at December 31, 2024, the Company has outstanding and exercisable warrants as followed:

Exercisable

73,763,655

The Company used the following weighted average Black-Scholes option pricing model assumptions to value the agent warrants:

1. Share Capital (cont'd) Warrants (cont'd)

   Expected volatility is calculated based on the Company's historical share prices. During the year ended December 31, 2024, the Company recorded finders fees of $393,500 (2023 - $456,400) based on the Black-Scholes valuation of 3,049,835 (2023 - 1,932,260) agent warrants.

   The weighted average remaining contractual life of warrants outstanding at December 31, 2024 is 2.15 years (2023 -1.64 years).

   Restricted share units

   During the year ended December 31, 2024, the Company:

   1. granted 7,900,000 restricted share units ("RSUs") to its directors, officers, consultants and employees with a fair value of $1,264,000. The RSUs vest on October 4, 2026. During the year ended December 31, 2024, the Company recorded stock-based compensation of $152,373.

2. Financial Instruments
   1. Fair Value of Financial Instruments

The Company's financial instruments that are measured at fair market value on a recurring basis in periods subsequent to initial recognition and the fair value hierarchy used to measure them are presented in the table below.

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3: Inputs for the asset or liability that is not based on observable market data (unobservable inputs).

The table set out below summarizes the Company's financial instruments measured at fair value on a recurring basis and shows the level within the fair value hierarchy in which they have been classified.

The fair values of other financial instruments including amounts receivable, accounts payable and accrued liabilities, lease liability and due to related parties approximate their carrying values due to their short-term nature or market rates for similar instruments.

1. Equity Price Risk

   The Company's listed equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. Reports on the equity portfolio are submitted to the Company's senior management on a regular basis. The Company's Board of Directors reviews and approves all equity transaction decisions.

   1. Financial Instruments (cont'd)
2. Credit Risk

   Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The total carrying values of the cash and amounts receivable represents the Company's maximum exposure to credit risk. The Company reduces its credit risk on cash by placing these instruments with large financial institutions.

3. Liquidity Risk

   Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company manages liquidity risk by maintaining sufficient cash balances to enable settlement of transactions on the due date. Accounts payable and accrued liabilities and due to related parties are expected to be settled within 12 months of December 31, 2024.

4. Foreign Exchange Risk

   Foreign exchange risk is the risk that the fair value of future cash flows will fluctuate as a result of changes in foreign exchange rates. The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company has cash and other working capital items of $133,097 (2023 - $532,274) denominated in US dollars. A ten percent change in the exchange rate would result in a $13,310 (2023 - $53,227) impact to the Company's net loss and comprehensive loss. The Company does not have a formal policy to manage risk; however, management actively monitors movement in foreign currency and forecasts foreign currency payments. Foreign exchange risk is mitigated by the offset of assets against liabilities.

5. Interest Rate Risk

   Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk.

6. Capital Management Risk

The Company's objectives when managing capital are to safeguard its ability to continue as a going concern, to pursue the exploration and development of its mineral properties, and to maintain a flexible capital structure which optimizes the cost of capital within a framework of acceptable risk. In the management of capital, the Company includes the components of shareholders' equity.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. To maintain or adjust its capital structure, the Company may issue new shares, issue new debt, acquire or dispose of assets or bring in earn-in partners.

The Company is not currently subject to any external restrictions. As at December 31, 2024, there is no change in the management's approach of capital management from prior year.

(Expressed in Canadian dollars)

1. Related Party Transactions and Balances

   Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include officers and directors.

   The Company incurred charges with key management personnel and companies with directors, officers, former directors and former officers in common as follows:

   	Year ended December 31, 2024	Year ended December 31, 2023
   Salaries, consulting and directors	$ 655,339	$ 448,019
   Stock-based compensation - stock options	873,720	540,367
   Stock-based compensation - RSU's	123,441	-
   	$ 1,652,500	$ 988,386

   These charges were in the normal course of operations and were measured by the exchange amount which is the amount agreed upon by the transacting parties.

   As of December 31, 2024, there was $124,438 (2023 - $27,667) due to related parties for accrued directors' fees, deferred salary expenses and accounting fees. These amounts are unsecured, do not bear interest and have no fixed terms of repayment.

2. Acquisition of 1413336 BC Ltd.

On November 24, 2023, the Company acquired 100% of the issued and outstanding securities of 141 BC, an arms' length company by issuing 31,827,720 shares ("Consideration Shares") and issuing 4,105,958 warrants exercisable at

$0.80 for a period of 1.75-2 years.

24,000,001 of the Consideration Shares are subject to a three-year escrow hold period, with 10% of the escrowed securities being releasable at the time of the Final TSX-V Bulletin, and 15% of the escrowed securities being releasable every six months thereafter until released in full. 7,827,719 of the Consideration Shares are subject to a 60-day contractual hold period.

The transaction does not constitute a business combination, as 141 BC does not meet the definition of a business under IFRS 3 - Business Combinations. As a result, the acquisition of 141 BC has been accounted for as an asset acquisition, whereby all of the assets acquired, and liabilities assumed, are recorded at fair value. Upon closing of the transaction, 141 BC became a wholly-owned subsidiary of the Company. The net assets acquired pursuant to the acquisition are as follows:

The following table summarizes the fair value of consideration paid on the acquisition date and the allocation of the purchase price to the assets and liabilities acquired.

(Expressed in Canadian dollars)

1. Acquisition of 1413336 BC Ltd. (cont'd)

   Net assets acquired November 24, 2023

   Cash	$ 2,937,372
   Amounts receivable	2,668
   Exploration and evaluation assets (Note 6)	8,271,327
   Accounts payable	(188,225)

   $ 11,023,142

   Total Purchase Price

   31,827,720 shares $ 9,996,642*

   4,105,958 warrants 1,026,500**

   $ 11,023,142

   * The fair value of 7,827,719 shares was determined based on the trading price of $0.42 on the issuance date, and the fair value of 24,000,001 shares was determined based on the trading price of $0.42 on the issuance date, adjusted for a discount of $3,371,000 to account for the timing of the share releases from escrow over the 36-month period. The discount was calculated using the Average Strike Price Option Pricing model with the following assumptions, a $0.42 trading price on the issuance date, a 1-3 year term, a 131%-152% volatility rate based on the Company's historical trading price and a 0% dividend rate.

   **warrants were fair valued using the Black-Scholes Option Pricing model using a $0.42 trading price on the issuance date, an $0.80 exercise price, a 1.75-2 year term, a 143%-149% volatility rate based on the Company's historical trading price, a 0% dividend rate and a 4.17% discount rate.

2. Sale of Recursos Millrock

   On December 29, 2023, the Company disposed of 100% of its interest in Recursos Millrock by way of assignment agreements resulting in a loss on sale of $1,844,521 during the year ended December 31, 2023.

   December 29, 2023

   Proceeds received $ -

   Cash	14,869
   Value added tax receivable	108,591
   Prepaids	34,198
   Exploration and evaluation assets (Note 6)	1,313,757
   Accounts payable	(22,808)
   Net assets sold	1,448,607
   Translation adjustment reclassified to profit or loss upon sale of Recursos Millrock	395,914
   Loss on sale of Recursos Millrock	$ 1,844,521

   During the year ended December 31, 2024, the Company incurred certain additional administrative expenditures on behalf of Recursos Millrock in the amount of $87,892.

3. Segmented Information

   The Company operates in a single reportable operating segment, being the exploration of mineral properties. The following tables present selected financial information by geographic location:

   December 31, 2024	USA	Canada	Total
   As at December 31, 2024
   Exploration and evaluation assets	$16,456,021	$9,397,988	$25,854,009
   For the year ended December 31, 2024 Net loss	$1,354,563	$7,486,651	$8,841,214

   December 31, 2023	USA		Mexico		Canada		Total
   As at December 31, 2023
   Exploration and evaluation assets	$9,096,290		$ -		$8,271,327		$17,367,617
   For the year ended December 31, 2023 Net loss	$2,575,581		$2,236,013		$4,976,855		$9,788,449
   Revenue	$	6,889	$	-	$	-	$	6,889

4. Contingency Settlement

   On June 3, 2021, a former property partner (the "Complainant") filed a Third-Party Complaint against the Company to enforce certain royalty interest in mining claims on a legacy project, not related to Nikolai, purportedly held by the Complainant.

   During year ended December 31, 2024, the parties agreed to settlement terms that included the dismissal of action without prejudice, with each party to bear its own costs and attorney's fees, and mutual releases.

5. Supplemental Cash Flow Information

   Year ended December 31,

   2024

   Year ended December 31,

   2023

   Taxes paid	$ -	$ -
   Interest paid	$ -	$ 45,468
   Non-cash investing and financing activities
   Shares issued for exploration and evaluation assets	$ 174,000	$ 1,280,000
   Shares received for exploration and evaluation assets	$ -	$ 141,005
   Exploration and evaluation assets in accounts payable	$ 621,775	$ 328,556
   Shares issued to acquire 141 BC	$ -	$ 9,996,642
   Warrants issued to acquire 141 BC	$ -	$ 1,026,500
   Fair value of agent warrants issued for finder's fees	$ 393,500	$ 456,400
   Fair value of agent warrants exercised	$ 1,819	$ 73,751
   Conversion of special warrants	$ 7,846,496	$ -

6. Income Taxes

The provision for income taxes reported differs from the amounts computed by applying statutory Canadian federal and provincial tax rates to the loss before tax due to the following: