Ares Strategic Mining IncCSE: ARS

Condensed Interim Consolidated Financial Statements For the Three Months Ended 31 December 2025

· Issued by Ares Strategic Mining Inc

2020

2026

Ares Strategic Mining Inc. Condensed Interim Consolidated Financial Statements For the Three Months Ended 31 December 2025 Stated in Canadian Dollars

Notice of No Auditor Review of Condensed Interim Consolidated Financial Statements

The accompanying unaudited condensed interim consolidated financial statements of the Company have been

prepared by and are the responsibility of the Company's management.

The Company's independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.



Table of Contents

Management's Responsibility 1

Condensed Interim Consolidated Statements of Financial Position 2

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss 3

Condensed Interim Consolidated Statements of Changes in Equity 4

Condensed Interim Consolidated Statements of Cash Flows 5

  1. Nature of operations and going concern 6

  2. Basis of presentation - Statement of Compliance 7

  3. Summary of significant accounting policies 7

  4. Critical accounting judgements and key sources of estimation uncertainty 7

  5. Financial instruments and risk management 9

  6. Amounts receivable 10

  7. Share proceeds receivable 11

  8. Construction in progress 13

  9. Deposits 14

  10. Property, plant, and equipment 14

  11. Exploration and evaluation assets 15

  12. Short-term loans 16

  13. Convertible debentures 16

  14. USDA loan payable 17

  15. PAB loan payable 18

  16. State of Utah loan payable 19

  17. Share capital 20

  18. Related party transactions and obligations 25

  19. Segmented disclosure 26

  20. Capital management 26

  21. Commitments and contingencies 27

  22. Subsequent events 27

‌Management's Responsibility

To the Shareholders of Ares Strategic Mining Inc.:

Management is responsible for the preparation and presentation of the accompanying Condensed Interim Consolidated Financial Statements, including responsibility for significant accounting judgments and estimates in accordance with International Financial Reporting Standards. This responsibility includes selecting appropriate accounting principles and methods, and making decisions affecting the measurement of transactions in which objective judgment is required.

In discharging its responsibilities for the integrity and fairness of the Condensed Interim Consolidated Financial Statements, management designs and maintains the necessary accounting systems and related internal controls to provide reasonable assurance that transactions are authorized, assets are safeguarded and financial records are properly maintained to provide reliable information for the preparation of the condensed interim consolidated financial statements.

The Board of Directors and the Audit Committee are composed primarily of Directors who are neither management nor employees of the Company. The Board is responsible for overseeing management in the performance of its financial reporting responsibilities, and for approving the financial information included in the annual report. The Board fulfils these responsibilities by reviewing the financial information prepared by management and discussing relevant matters with management and the external auditors. The Audit Committee has the responsibility of meeting with management, and the external auditors to discuss the internal controls over the financial reporting process, auditing matters and financial reporting issues. The Audit Committee is also responsible for recommending the appointment of Ares Strategic Mining Inc.'s external auditors.

We draw attention to Note 1 in the Condensed Interim Consolidated Financial Statements which indicates the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern.

"James Walker" "Viktoriya Griffin"

James Walker, CEO Viktoriya Griffin, CFO

‌Condensed Interim Consolidated Statements of Financial Position

Note

As at 31 December

2025

As at 30 September

2025

Assets

Current Assets

Cash and cash equivalents

9,930,955

$

6,580,793

Restricted cash

(14)(15)(16)

1,345,897

1,370,912

Share proceeds receivable

(7)

2,866,526

1,374,825

Amounts receivable

(6)

122,425

101,386

Prepaid amounts and other assets

1,468,652

1,403,006

15,734,455

10,830,922

Non-current Assets

Deposits

(9)

107,553

109,798

Share proceeds receivable

(7)

351,237

333,613

Construction in progress

(8)

30,919,299

25,721,163

Property, plant, and equipment

(10)

8,559,963

8,053,448

Exploration and evaluation assets

(11)

8,956,882

8,822,414

48,894,934

43,040,436

64,629,389

$

53,871,358

Liabilities

Current Liabilities

Accounts payable and accrued liabilities

(18)

3,968,470

$

2,027,556

Short-term loans

(12)

712,908

839,906

Convertible debentures

(13)

-

244,400

PAB loan payable - current portion

(15)

2,254,625

2,255,550

USDA loan payable - current portion

(14)

6,057,913

6,289,193

Non-Current Liabilities

12,993,916

11,656,605

State of Utah loan payable

(16)

14,280,351

14,403,425

PAB loan payable

(15)

9,385,378

10,775,253

USDA loan payable

(14)

995,060

989,775

37,654,705

37,825,058

Equity

Equity Attributable to Shareholders

Share capital

(17)

61,297,812

51,538,331

Options - Contributed surplus

(17)

1,543,500

1,543,500

Warrants - Contributed surplus

(17)

3,136,535

2,353,921

Accumulated other comprehensive income ("OCI")

160,599

146,702

Deficit

(37,941,647)

(38,318,063)

28,196,799

17,264,391

Non-controlling interests

(17)

(1,222,115)

(1,218,091)

Total Equity

26,974,684

16,046,300

64,629,389

$

53,871,358

Nature of operations and going concern

(1)

Capital management

(20)

Basis of preparation - Statement of Compliance

(2)

Commitments and contingencies

(21)

Related party transactions and obligations

(18)

Subsequent events

(22)

The Condensed Interim Consolidated Financial Statements were approved by the Board of Directors on 27 February 2026 and were signed on its behalf by:

"Paul Sarjeant" "Michael Li"

Paul Sarjeant, Director Michael Li, Director



Ares Strategic Mining Inc.

(Unaudited) Canadian Dollars

‌Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

Note

3 Months Ended

31 December 2025

3 Months Ended

31 December 2024

General and Administrative

Accretion and interest

(13)(14)(15)

$

293,427

$

868,808

Professional fees

218,011

164,737

Office and marketing

154,998

19,498

Foreign exchange loss/(gain)

125,561

(356,955)

Depreciation

(10)

74,561

9,226

Management fees

(18)

72,000

48,000

Insurance

34,044

9,449

Transfer agent and filing fees

11,238

9,751

Bank charges

8,702

1,771

Travel

7,287

-

Resource property (income)

5,298

(6,737)

Shareholder relations

4,470

3,948

Other Income/ (Expenses)

(1,009,597)

(771,496)

Unrealized gain on share proceeds receivable

(7)

1,363,751

18,437

Interest income

18,238

22,857

Gain/(loss) on settlement of debt

-

51,887

Net Gain/(Loss) for the Period

372,392

(678,315)

Other Comprehensive Income (Loss)

Foreign operations - foreign exchange

13,897

(170,900)

Comprehensive Income/(Loss) for the Period

$

386,289

$

(849,215)

Net Gain/(Loss) Attributed to:

Shareholders

376,416

(679,326)

Non-controlling interest

(4,024)

1,011

Comprehensive Gain/(Loss) Attributed to:

$

372,392

$

(678,315)

Shareholders

390,313

(850,226)

Non-controlling interest

(4,024)

1,011

$

386,289

$

(849,215)

Basic and Diluted Loss per Share

$

0.0016

$

(0.0039)

Weighted Average Shares Outstanding

232,453,120

174,693,929

3 | P a g e

-- The accompanying notes form an integral part of the condensed interim consolidated financial statements --



‌Condensed Interim Consolidated Statements of Changes in Equity

Equity attributable to shareholders

Ares Strategic Mining Inc.

(Unaudited) Canadian Dollars

Shares

Share capital

Subscriptions

received

Options

Warrants

Accumulated

OCI

Deficit

Total

Shareholders

Equity

Equity

attributable

to NCI

Total

#

$

$

$

$

$

$

$

$

$

Balance as at 1 October 2024

173,417,021

44,383,773

95,600

1,905,500

1,930,007

158,411

(34,674,978)

13,798,313

(1,220,065)

12,578,248

Shares issued for private

placement, net

765,170

137,731

(95,600)

-

-

-

42,131

-

42,131

Shares issued for convertible debt

5,346,642

1,390,127

-

-

-

-

-

1,390,127

-

1,390,127

Shares issued for debt settlement

18,004,197

4,069,432

-

-

-

-

-

4,069,432

-

4,069,432

Shares issued for Sorbie

7,229,730

312,291

-

-

423,914

-

-

736,205

-

736,205

Stock options exercised

6,792,131

1,244,977

-

(362,000)

-

-

-

882,977

-

882,977

Other comprehensive income

-

-

-

-

-

(11,709)

-

(11,709)

-

(11,709)

Net loss for the year

-

-

-

-

-

-

(3,643,085)

(3,643,085)

1,974

(3,641,111)

Balance as at 30 September 2025

211,554,891

51,538,331

1,543,500

2,353,921

146,702

(38,318,063)

17,264,391

(1,218,091)

16,046,300

Shares issued for private

placement, net

21,110,778

8,468,453

-

-

423,000

- -

8,891,453

-

8,891,453

Shares issued for convertible debt

521,923

135,700

-

-

-

- -

135,700

-

135,700

Shares issued for debt settlement

283,095

103,473

-

-

-

- -

103,473

-

103,473

Warrants exercised

1,969,861

545,634

-

-

(33,470)

- -

512,164

-

512,164

Shares issued for Sorbie

2,377,779

506,221

-

-

393,084

- -

899,305

-

899,305

Other comprehensive income

-

-

-

-

-

13,897 -

13,897

-

13,897

Net income (loss) for the period

-

-

-

-

-

- 376,416

376,416

(4,024)

372,392

Balance as at 31 December 2025

237,818,327

61,297,812

-

1,543,500

3,136,535

160,599

(37,941,647)

28,196,799

(1,222,115)

26,974,684

4 | P a g e

-- The accompanying notes form an integral part of the condensed interim consolidated financial statements --



‌Condensed Interim Consolidated Statements of Cash Flows

Note

3 Months Ended

31 December 2025

3 Months Ended

31 December 2024

Operating Activities

Loss for the period

372,392

$

(678,315)

Items not Affecting Cash

Interest and accretion on convertible debt

(13)

195,630

397,691

Interest and accretion on USDA loan

(14)

31,754

8,607

Interest and accretion on PAB loan

(15)

34,441

49,598

Depreciation

(10)

74,561

9,226

Unrealized gain on share proceeds receivable

(7)

(1,364,161)

(7,087)

Net Change in Non-cash Working Capital

(655,383)

(220,280)

Accounts payable and accrued liabilities

2,044,387

883,195

Amounts receivable

(21,039)

(10,552)

Prepaid amounts and other assets

(65,646)

(58,073)

Investing Activities

1,302,319

594,290

Construction progress

(8)

(5,198,136)

(1,539,329)

Resource property - expenditures

(11)

(202,865)

(137,094)

Purchase of Equipment

(768,209)

-

Financing Activities

(6,169,210)

(1,676,423)

Proceeds from warrants exercised

512,164

-

Loan (paid)/received

(12)

(1,055,422)

247,822

Proceeds from LIFE Offering, net

8,891,453

119,020

Proceeds from share proceeds receivable

(7)

813,732

123,958

Proceeds from options exercised

-

115,505

9,161,927

606,305

Net effect of foreign currency translation

(969,889)

(190,274)

Net Increase/(Decrease) in cash and cash equivalents

3,325,147

(666,102)

Cash and cash equivalents - Beginning of Period

7,951,705

2,217,113

Cash and cash equivalents - End of Period

11,276,852

1,551,011

Notes to the Condensed Interim Consolidated Financial Statements

  1. ‌Nature of operations and going concern

    Ares Strategic Mining Inc. ("Ares" or the "Company"), was incorporated pursuant to the Company Act (Ontario) by registration of its Memorandum and Articles on 20 November 2009. On 9 July 2010, the Company registered in British Columbia for extra provincial registration as the Company's administrative office is located at 1001-409 Granville Street, Vancouver BC, V6C 1T2. The Company is classified as a Junior Natural Resource Mining Company and is listed on the Canadian Securities Exchange under the stock symbol "ARS".

    The Company was previously in the business of acquiring and exploring lithium properties in Nevada and Arizona. On 18 February 2020, the Company completed a three-cornered amalgamation transaction (the "Amalgamation") with American Strategic Minerals Inc. ("ASM"). As a result, Ares is focusing on progressing its fluorspar projects towards exploitation, production, and supplying metspar and acidspar to the markets.

    These consolidated financial statements (the "Financial Statements") have been prepared on the basis of the accounting principles applicable to a going concern, which assumes the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. There are several adverse conditions that cast significant doubt upon the soundness of this assumption. The business of mining and exploration involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of exploration and evaluation expenditures and construction in progress is dependent upon several factors; these factors include the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of these properties and construction in progress, and future profitable production or proceeds from the disposition of mineral properties or construction in progress once completed.

    Consistent with other companies in the mineral exploration sector, the Company has incurred operating losses since inception, has limited sources of revenue, is unable to self-finance operations and has significant cash requirements to meet its overhead, maintain its mineral interests and fund the completion of its construction in progress. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.

    As discussed in Note 14, the Company was in breach of certain financial covenants as at December 31, 2025 and September 30, 2025. The lender has not demanded repayment; however, this condition contributes to the material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern.

    For the Company to continue to operate as a going concern, it must continue to obtain additional financing to maintain operations. Although the Company has been successful in the past at raising funds, there can be no assurance that this will continue in the future. Subsequent to year-end , the Company has raised additional equity financing and plans to obtain additional equity and debt financing to continue to explore and develop its mineral properties and complete its construction in progress. If the going concern assumptions were not appropriate for these Financial Statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported expenses and the statement of financial position classifications used, and such adjustments could be material.

    (Rounded 000's)

    31 December

    2025

    30 September

    2025

    Working capital (deficit)

    $

    2,741,000

    $

    (826,000)

    Accumulated deficit attributed to shareholders

    $

    (39,164,000)

    $

    (38,318,000)

    Notes to the Condensed Interim Consolidated Financial Statements (Cont.)

  2. ‌Basis of presentation - Statement of Compliance

    Statement of Compliance

    These Financial Statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The Financial Statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss, which are stated at their fair value. In addition, these Financial Statements have been prepared using the accrual basis of accounting except for cash flow information.

    Since the Financial Statements do not include all disclosures required by the International Financial Reporting Standards ("IFRS") for annual financial statements, they should be read in conjunction with the Company's audited annual consolidated financial statements for the year ended 30 September 2025.

    The policies set out were consistently applied to all the years presented unless otherwise noted below. The preparation of the condensed interim consolidated financial statements requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.

    The preparation of the Financial Statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, profit and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

  3. ‌Summary of significant accounting policies

    The accounting policies and methods of computation followed in preparing these Financial Statements are the same as those followed in preparing the most recent audited annual financial statements. For a complete summary of significant accounting policies, please refer to the Company's audited annual consolidated financial statements for the year ended 30 September 2025.

  4. ‌Critical accounting judgements and key sources of estimation uncertainty

    In the application of the Company's accounting policies, management is required to make judgments, estimates and assumptions about the carrying amount and classification of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

    The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revisions affect only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.

    The following are the critical judgments and areas involving estimates, that management have made in the process of applying the Company's accounting policies and that have the most significant effect on the amount recognized in the Financial Statements.

    1. Judgements

      Income taxes

      Deferred tax assets are recognized for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that probable that future taxable profit will be available against which the

      Notes to the Condensed Interim Consolidated Financial Statements (Cont.)

      deductible temporary differences and carry-forward of unused tax assets and unused tax losses can be utilized. In addition, the valuation of tax credits receivable requires management to make judgements on the amount and timing of recovery.

      Going concern evaluation

      As discussed on Note 1, these Financial Statements have been prepared under the assumptions applicable to a going concern. If the going concern assumption were not appropriate for these Financial Statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported expenses and the consolidated statement of financial position classifications used and such adjustments could be material.

      The Company reviews the going concern assessment at the end of each reporting period. There were no material changes to the assessment as at 31 December 2025.

      Exploration evaluation assets

      The Company makes certain estimates and assumptions regarding the recoverability of the carrying values of exploration and evaluation assets. The amounts shown for exploration and evaluation assets do not necessarily represent present or future values. The recoverability of the assets' carrying values is dependent upon the determination of economically recoverable reserves, the ability of the Company to obtain the necessary financing and permits to complete development and future profitable production or proceeds from the disposition thereof.

      The Company has taken steps to verify title to exploration and evaluation assets in which it has or is in the process of earning an interest, including review of condition of title reports, vesting deeds, mining claim location notices and filings, and property tax and other public records and is not presently aware of any title defects. The procedures the Company has undertaken and may undertake in the future to verify title provide no assurance that the underlying properties are not subject to prior agreements or transfers of which the Company is unaware.

      Long-lived assets

      The Company makes certain judgements in its assessment of whether indicators of impairment exist with respect to its long-lived assets. The carrying amounts of the Company's long-lived assets are reviewed at each reporting date for indicators of impairment. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the amount of the impairment, if any. The recoverable amount of an asset is evaluated at the cash-generating unit level, which is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or group of assets. The recoverable amount of a CGU is the greater of its fair value less costs to sell and its value in use.

    2. Estimates

      Useful lives of property, plant and equipment

      Useful lives are estimated by management based on the expected period over which the assets are anticipated to be available for use, taking into consideration factors such as expected usage, physical wear and tear, technical or commercial obsolescence, and legal or other limits on the use of the assets. The useful lives and residual values of property, plant and equipment are reviewed at least annually and are adjusted prospectively if expectations differ from previous estimates. Changes in the estimated useful lives of assets could result in changes to depreciation expense in current and future periods.

      Notes to the Condensed Interim Consolidated Financial Statements (Cont.)

  5. ‌Financial instruments and risk management

    1. Financial instrument classification and measurement

      Financial instruments of the Company carried on the consolidated statement of financial position are carried at amortized cost. There are no significant differences between the carrying value of financial instruments and their estimated fair values as at 31 December 2025. There have been no changes in levels during the period.

      The Company classifies the fair value of these transactions according to the following hierarchy:

      • Level 1 - quoted prices in active markets for identical financial instruments.

      • Level 2 - quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

      • Level 3 - valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

    2. Fair values of financial assets and liabilities

      The Company's financial instruments include cash and cash equivalents, accounts payable, short-term loans and long-term loans. As at 31 December 2025, the carrying value of cash and cash equivalents is at fair value. Accounts payable and short-term loans approximate their fair value due to their short-term nature.

    3. Market risk

      Market risk is the risk that changes in market prices will affect the Company's earnings or the value of its financial instruments. Market risk is comprised of commodity price risk and interest rate risk. The objective of market risk management is to manage and control exposures within acceptable limits, while maximizing returns. The Company is not exposed to significant market risk.

    4. Credit risk

      Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's primary exposure to credit risk is on its bank accounts. The Company's bank accounts are held with major banks in Canada, accordingly the Company is not exposed to significant credit risk.

    5. Interest rate risk

      Interest rate risk is the risk of losses that arise as a result of changes in contracted interest rates. The Company is not exposed to significant interest rate risk.

      Notes to the Condensed Interim Consolidated Financial Statements (Cont.)

    6. Currency risk

      Currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to foreign currency risk on its restricted cash and USDA and PAB loans payable balances that are denominated in other than the functional currencies. As at 31 December 2025, the Company held currency totalling the following:

      Currency (Rounded)

      31 December

      2025

      30 September

      2025

      Canadian (Dollars)

      $

      9,720,000

      183,000

      US (Dollars)

      $

      1,143,000

      5,580,000

    7. Liquidity risk

      Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company controls liquidity risk by ensuring that it has sufficient cash resources to pay for its financial obligations. As at 31 December 2025, the Company had a cash balance of $9,930,955 to settle current liabilities of $12,993,916 that are due within one year. The Company's outstanding liabilities, their current values and the principal amounts along with the due dates are as stated in the table below:

      Carrying

      value

      Principal amount

      Less than

      1 year

      1 - 5 years

      5+ years

      Accounts payable and accrued liabilities

      $ 3,968,470

      $ 3,968,470

      $ 3,968,470

      $ -

      $ -

      Short-term loans

      712,908

      712,908

      712,908

      -

      -

      USDA loan

      7,052,973

      7,052,973

      7,052,973

      -

      -

      State of Utah bill

      14,280,351

      14,980,900

      -

      -

      14,280,351

      PAB loan

      11,640,003

      13,489,620

      2,254,625

      10,985,085

      9,833,939

      Total

      $ 37,654,705

      $ 40,204,871

      $ 13,988,976

      $ 10,985,085

      $ 24,114,290

  6. ‌Amounts receivable

    Amounts receivable consists of:

    Amounts Receivable

    31 December

    2025

    30 September

    2025

    Goods and services tax receivable

    $

    57,422

    $

    36,393

    Receivable on disposition

    64,993

    64,993

    122,425

    101,386

    Notes to the Condensed Interim Consolidated Financial Statements (Cont.)

  7. ‌Share proceeds receivable

    As at 30 December 2025, the Company entered into three share proceeds receivable equity swap agreements with Sorbie Bornholm LP ("Sorbie" or collectively, "Sorbie Agreements". Under each agreement, Sorbie subscribed for Units payable over 24 months. Each Unit consists of one Common Share and either one full common share purchase warrant or one-half warrant, as described below.

    In connection with each subscription, the parties entered into a sharing agreement (equity swap arrangement) under which the Company's economic interest is realized in 24 monthly settlement tranches measured against a defined benchmark price. The monthly settlement amount is based on the 20-day volume weighted average price ("Settlement Price") prior to each settlement date.

    • If the Settlement Price exceeds the benchmark price, the Company receives more than 100% of the monthly tranche on a pro rata basis, with no upper limit.

    • If the Settlement Price is below the benchmark price, the Company receives less than 100% of the monthly tranche on a pro rata basis.

      Summary of Sorbie Agreements:

      Agreement Date

      Units Issued

      Issue Price

      Gross Proceeds

      Benchmark Price

      Warrant Terms

      Term

      30 September 2024

      8,333,333

      $0.1800

      $1,500,000

      $0.2610

      1 full Warrant

      24 months

      2 April 2025

      7,229,730

      $0.1998

      $1,000,000

      $0.1998

      1 full Warrant

      24 months

      20 October 2025

      2,222,223

      $0.4500

      $1,000,000

      $0.6300

      1/2 Warrant

      24 months

      The share proceeds receivable relating to the cash receivable did not meet the classification of a financial asset measured at amortized cost or at fair value through other comprehensive income as the Company does not have a business model whose objective is to hold financial assets in order to collect contractual cash flows, and the financial asset does not give rise to cash flows that are solely payments of principal and interest. Therefore, the cash receivable is classified as a financial asset measured at fair value through profit or loss.

      In accordance with IFRS 9, the Units issued were initially measured based on the fair value of the related share proceeds receivable, with the corresponding amount allocated between Common Shares and Warrants based on their relative fair values in accordance with IAS 32 and the Company's accounting policy.

      Subsequently, the financial assets are revalued at each reporting period with the difference between the initial valuation and the value recognized in profit or loss as an unrealized gain (loss) on financial asset.

      Notes to the Condensed Interim Consolidated Financial Statements (Cont.)

      The following table summarizes the movement in the share proceeds receivable:

      SHARE PROCEEDS RECEIVABLE

      2025

      October

      2025

      April

      2024

      September

      Total

      Initial fair value

      $ -

      842,006

      830,086

      1,672,092

      Less: portion derecognized upon settlement

      (195,3550)

      (436,088)

      (631,443)

      Fair value adjustment

      -

      326,632

      341,158

      667,789

      Balance as at 30 September 2025

      -

      973,282

      735,156

      1,708,438

      Initial fair value

      959,305

      959,305

      Less: portion derecognized upon settlement

      (90,562)

      (168,335)

      (193,443)

      (452,340)

      Fair value adjustment

      (211,020)

      703,812

      509,564

      1,002,359

      Balance as at 31 December 2025

      $ 657,723

      1,508,762

      1,051,277

      3,217,762

      The following table summarizes the settlement activity:

      2025

      SETTLEMENT October

      2025

      April

      2024

      September

      Total

      Cash received $ -

      266,101

      573,505

      839,606

      Carrying value of cash received derecognized -

      (195,355)

      (436,088)

      (631,443)

      Realized gain (loss) during 30 September 2025 -

      70,746

      137,417

      208,163

      Cash received 62,514

      349,685

      401,533

      813,732

      Carrying value of cash received derecognized (90,562)

      (168,335)

      (193,443)

      (452,340)

      Realized gain (loss) during 31 December 2025 $ (28,048)

      181,350

      208,090

      361,392

      The following table provides a breakdown of the share proceeds receivable between current and non-current assets based on the timing of the expected cash flows:

      SHARE PROCEEDS RECEIVABLE

      31 December

      2025

      30 September

      2025

      Current

      $

      2,866,526

      $

      1,374,825

      Non-current

      351,237

      333,613

      $

      3,217,763

      $

      1,708,438

    • The realized loss represents the difference between the carrying amount of the portion settled and the cash received.

    • The unrealized loss represents the fair value adjustment on the remaining receivable at period end date. All gains and losses are recognized in the consolidated statements of loss and comprehensive loss.

    Notes to the Condensed Interim Consolidated Financial Statements (Cont.)

  8. ‌Construction in progress

    During the period ended 30 September 2021, the Company entered into an agreement to acquire a fluorspar lump manufacturing facility (the "Facility") pursuant to the terms and conditions of a Profit-Sharing Agreement dated 9 February 2021, as amended (the "Profit Sharing Agreement") between the Company and the Mujim Group, a non-arm's length private Shanghai company ("Mujim"). Pursuant to the terms of the Profit-Sharing Agreement, the Company had agreed to acquire the Facility by issuing an aggregate of 5,300,000 common shares in the capital of the Company (each, a "Share"), the fair value of which was determined based on the date when they were issued,

    i.e. $0.67, and the consideration was recorded as a capital advance to Mujim as at 30 September 2021.

    The Company has agreed that, upon completion of the Facility, it would incur costs pertaining to the installation of the Facility, including compensating contractors from Mujim to assist with installation and to begin operating the Facility. Furthermore, once the Facility is operational within parameters and specifications defined in the Profit-Sharing Agreement, the company will pay Mujim, US$20 per ton for ongoing technical support, and has also agreed to pay Mujim, US$10 per ton as agency fee for any sales in Asia.

    The final purchase price may vary depending on certain target production output metrics defined in the Profit-Sharing agreement.

    During the period ended 30 September 2022, the Company received significant components (including the structure) of the Facility and incurred an additional $572,139 to acquire these additional components and structure for the Facility and received their delivery.

    During the period ended 30 September 2023, the Company completed the acquisition of industrial land (Note 10) for installation of the Facility and a flotation plant and incurred further costs towards its completion such as design work and other prerequisites.

    As at 31 December 2025, the construction of the Facility is in progress and significantly all components of the flotation plant were received. As at 31 December 2025, the Company has incurred $30,919,299 (2025 - $25,721,163) in construction costs on the Facility which included $3,220,160 (2025 - $2,747,544) of capitalized borrowing costs. The Company is expected to incur additional costs to complete the installation of the Facility and the flotation plant, and begin operations.

    Notes to the Condensed Interim Consolidated Financial Statements (Cont.)

  9. ‌Deposits

Deposits consist of:

Deposits

31 December

2025

30 September

2025

Office lease

$

6,309

$

6,309

Surety deposits

101,244

103,489

$

107,553

$

109,798

As at 31 December 2025, the balance in deposits of $6,309 (2025 - $6,309) increased with the renewal of short term lease and represents a deposit for office lease; reclamation surety and bond in the amount of $101,244 (2025 -

Addition

Adjustment on currency translation

-

-

-

-

- 768,209 768,209

- (187,340) (187,340)

Balance as at 31 December 2025

$ 568,562 $

72,737

$ 2,876,794 $ 5,554,051 $ 9,072,144

$103,489) paid to the State of Utah for a five-year escalation at Lost Sheep and Bell Hill.

‌10) Property, plant, and equipment

Property, Plant, and Equipment

Equipment

Auto

Land

Ramp

Total

Cost

Balance as at 1 October 2024

$

161,329

$

70,537

$

2,792,062

$ 3,317,500

$

6,341,428

Addition

407,233

-

-

1,559,472

1,966,705

Adjustment on currency translation

2,200

84,732

96,210

183,142

Balance as at 30 September 2025

$ 568,562

$ 72,737

$ 2,876,794

$ 4,973,182

$ 8,491,275

Depreciation

Balance as at 1 October 2024

$ 139,087

$ 24,077

$ -

$ -

$ 163,164

Depreciation for the year

17,985

7,301

-

249,820

275,106

Adjustment on currency translation

-

718

-

(1,161)

(443)

Balance as at 30 September 2025

$ 157,072

$ 32,096

$ -

$ 248,659

$ 437,828

Carrying Amounts

Balance as at 30 September 2025

$ 411,489

$ 40,642

$ 2,876,794

$ 4,724,523

$ 8,053,448

Balance as at 31 December 2025

$ 401,323

$ 39,374

$ 2,876,794

$ 5,242,473

$ 8,614,675

Depreciation for the year Adjustments on currency translation

10,167

-

1,814

(547)

-

-

62,580

339

74,561

(208)

Balance as at 31 December 2025

$ 167,239 $

33,363

$ - $

311,578 $

512,181

Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

Depreciation is charged to recognize the cost of the asset on the consolidated statements of loss and comprehensive loss using the straight-line method over the estimated useful life of the asset.

During the period ended 30 September 2023, the Company acquired an industrial land parcel located in Millard County, State of Utah in the United States for the purpose of setting up its fluorspar plant, which was pledged as collateral on the USDA loan.

Notes to the Condensed Interim Consolidated Financial Statements (Cont.)

In addition to the land parcel acquired during the year, land comprises five Canadian properties located in Ontario, Canada (Note 11(f)). The Company earns revenues from sale of quarry rock located on these properties. These revenues are offset against maintenance payments made on the property and are included within the resource property expense on the consolidated statement of loss and comprehensive loss.

  1. ‌Exploration and evaluation assets

    The following table summarizes exploration and evaluation assets:

    Spor

    Ontario

    Exploration and Evaluation Assets

    Mountain

    Properties

    Total

    Balance as at 1 October 2024

    $ 8,362,147

    $ 4

    $ 8,362,151

    Drilling

    147,860

    147,860

    Geological consulting

    251,449

    -

    251,449

    Administration and camp

    54,369

    54,369

    Staking and claiming

    3,518

    -

    3,518

    Adjustments on currency translation

    3,067

    -

    3,067

    Balance as at 30 September 2025

    $ 8,822,410

    $ 4

    $ 8,822,414

    Geological consulting

    47,120

    -

    47,120

    Staking and claiming

    127,738

    -

    127,738

    Administration and camp

    28,007

    -

    28,007

    Adjustments on currency translation

    (68,397)

    -

    (68,397)

    Balance as at 31 December 2025

    $ 8,956,878

    $ 4

    $ 8,956,882

    1. Spor Mountain (also known as Lost Sheep)

      The Company holds a 100% interest in and rights to certain U.S. federal mining claims located at the north-east end of the Spor Mountain Mining District, in section 21, T.12S. 12W, and T.13S. 12W, SLBM of Juab County, western Utah, USA (the "Spor Mountain"). The Spor Mountain property consists of several mineral claim blocks including the Lost Sheep Fluoride Mine, and other unpatented claims. The Company acquired its initial interest through the Amalgamation on 18 February 2020. During the period ended 30 September 2021, the Company acquired additional claims in the region through staking.

      As part of the amalgamation with ASM, the Company assumed an underlying property purchase agreement (the "Purchase Agreement") for certain unpatented claims comprising the Spor Mountain property, pursuant to which the Company would be required to make a payment of US$1,000,000 within 18 months from the commencement of production. During the period ended 30 September 2021, USD $1,000,000 was transferred to the underlying vendor, pursuant to which, the Company is deemed to have fulfilled its obligations under the Purchase Agreement, and the title to the unpatented claims was transferred to the Company.

    2. Ontario properties

      The Company holds a 100% interest in five properties located in Ontario, Canada.

      Notes to the Condensed Interim Consolidated Financial Statements (Cont.)

  2. ‌Short-term loans

    The following is a summary of the Company's short-term loans as at 31 December 2025 and 30 September 2025:

    Short-Term Loans

    Year

    Outstanding

    Principal

    Operational loans from related parties

    2026

    $

    686,999

    2025

    $

    812,141

    Canada Emergency Business Account loan

    2026

    $

    25,909

    2025

    $

    27,765

    Total as at 31 December 2025

    2026

    $

    712,908

    Total as at 30 September 2025

    2025

    $

    839,906

    As at 31 December 2025 , the Company obtained a net $686,999 (30 September 2025 - $696,413) loan from the CEO as well as received $nil (30 September 2025 $112,203) in loans from companies related to directors of the Company subject to 10% per annum and maturing on 30 August 2025, which have been settled as at 31 December 2025. There are no defined terms or due dates of repayment on the loans from the CEO and a non-related party obtained are unsecured. Canada Emergency Business Account loan of $60,000 was refinanced with the financial institution in order to repay the full amount in January 2024 and the Company qualified for $20,000 loan forgiveness which was recognized as other income during the period ended 30 September 2024. The refinanced balance of $40,000 is subsect to prime rate plus 2.14% per annum over 5-year term commencing on 18 January 2024.

  3. ‌Convertible debentures

    On 2 December 2022, the Company closed a non-brokered private placement offering of secured convertible debentures totalling $1,252,700. The Company incurred a financing fee equal to 45% of the principal amount amounting to $563,715 and paid a finders' fee totalling $52,720 for net proceeds of $636,265. The principal amount of convertible debentures will be convertible at holder's option into full-paid common shares in the capital of the Company at any time prior to maturity in two years, at an exercise price of $0.26 per common share. Interest on the debentures shall be paid semi-annually at an annual interest rate of 12% per annum.

    In connection with the convertible debentures, the Company also issued 202,771 finders' warrants, with each warrant exercisable into one common share of the Company for a period of two years at a price of $0.26 per common share. The fair value of the warrants was calculated to be $20,000 using the Black-Scholes option pricing model.

    During the three months period ended 31 December 2025, the remaining holders converted their principal convertible debt totalling $181,800 and associated interest of $64,903 into common shares of the Company with no balance outstanding.

    The following table summarizes the accounting for the convertible debentures and the amounts recognized during the year.

    Convertible Debentures

    31 December

    2025

    30 September

    2025

    Balance - Beginning of Year

    $

    244,400

    1,386,189

    Interest expense

    2,303

    102,892

    Accretion expense

    -

    145,446

    Settlement through shares

    (246,703)

    (1,390,127)

    Balance - End of Period

    $

    -

    244,400

    Notes to the Condensed Interim Consolidated Financial Statements (Cont.)

  4. ‌USDA loan payable

    On 30 June 2023, the Company's subsidiary, Ares Utah, signed a promissory note agreement with Community Bank & Trust ("CB&T") - West Georgia and received a total loan of US$4,420,000 at prime rate stated in money rates section of Wall Street journal plus 2.50%., in lieu of which it pledged its land that was purchased in conjunction with the proceeds and situated in Utah (Note 10). The loan matures in 15 years and is guaranteed by the US Department of Agriculture ("USDA"). The interest is due and payable on the 1stof each month starting 1 May 2023 for the initial 12 months after which the Company is required to repay the monthly instalment consisting of the principal and interest (as per repayment schedule) on each payment date. For the purpose of securing payments and obligations, the Company granted the power of sale and right of the parcel of the land purchased with the proceeds as well as all the proceeds and awards or payments from the land purchased.

    Amount

    Principal amount (US$4,420,000)

    $ 5,979,597

    Less: Transaction cost (US$382,176)

    (534,243)

    Amount funded, 30 June 2023

    5,445,354

    USDA Loan Payable

    31 December

    2025

    30 September

    2025

    Balance - Beginning of Year

    $

    7,278,968

    $

    5,768,569

    Amortization of transactions costs - accretion and other

    31,754

    88,700

    Add: Principal amount received (US$1,200,000)

    -

    1,680,906

    Less: Principal amount repaid

    (101,255)

    (314,418)

    Adjustment on currency translation

    (187,602)

    55,211

    Balance - End of Period

    $

    7,021,865

    $

    7,278,968

    Less: Current portion

    $

    6,069,586

    $

    6,289,193

    Non-current portion

    $

    952,279

    $

    989,775

    The Company has acted as a guarantor in securing the USDA loan payable, and the Company and its subsidiary, Ares Utah, have provided as collateral, interest in all of the Company's rights, title and interest in and to all property and fixtures (current and future) of the Company and its subsidiaries. In connection with the first USDA loan payable of US$4,420,000, Ares Utah is subject to the following financial covenants:

    • Maintain a debt service coverage ratio of at least 1.25 to 1.0, tested annually, beginning December 31, 2023 and for the remaining term of the loan period; and

    • Maintain a debt to net worth ration not to exceed 9.0 to 1.0 at any time, which is to be tested annually.

    During the three months period ended 31 December 2025, the Company received commercial loan of US$1,200,000 from CB&T at prime rate stated in money rates section of Wall Street journal plus 2.50%., the loan maturing on 16 September 2028 is due and payable on the 16thof each month starting from October 2025 and consisting of the principal and interest (as per repayment schedule) on each payment date. The loan was used primarily to pay for interest and principal of USDA loan and as at 31 December 2025, the remaining balance of cash was US$174,959.

    Notes to the Condensed Interim Consolidated Financial Statements (Cont.)

    As at 31 December 2025 and 30 September 2025, the Company did not meet the above covenants and therefore, the first USDA loan of US$4,420,000 is in default and has been classified as current liability.

  5. ‌PAB loan payable

    On 15 December 2023, the Company's subsidiary, Ares Utah closed on the State of Utah's Private Activity Bond ("PAB") program from Millard County, Utah ("Millard County") pursuant to a US$10,000,000 tax-exempt Manufacturing Facility Revenue Bond (the "Series 2023A Bond"), and a US$500,000 taxable Manufacturing Facility Revenue Bond (the "Series 2023B Bond"). The repayment of interest on both the bonds begins 15 December 2024 whereas the principal sum of the Series 2023A Bonds begins annually from 15 December 2025 to 15 December 2034 while the Series 2023B bonds are due to be paid all at once on 15 December 2025. As part of the closing, the Company incurred transaction costs in the amount of US$1,666,940 which were allocated to the issuance cost of loan payable and deducted from the principal value.

    In addition, the Company entered into a Guaranty Agreement and Guaranty of Completion agreement with the Trustee, pursuant to which the Company agreed to guaranty certain obligations of Ares Utah, including the repayment of the principal, interest and other amounts owed under the Bonds. The proceeds from the Bonds will be used by Ares Utah to acquire, construct, and develop a processing facility (the "Project") on the Company's Lost Sheet Fluorspar Project located in Delta, Millard County, Utah.

    During the three months period ended 31 December 2025, interest expense capitalized within construction in progress was US$235,371, the amortization of debt costs being recognized as accretion expense over the loan period totalling US$24,774 (30 September 2025 - US$108,701) which are recorded within interest and accretion expense on the consolidated statement of loss and comprehensive loss.

    The Company also issued 6,780,500 common shares in conjunction with those bonds.

    Amount

    Amount funded: Principal amount (US$10,500,000)

    $ 14,175,000

    Transaction cash cost

    (907,572)

    Transaction shares issued cost

    (1,356,100)

    Amortization of transaction costs - accretion

    569,868

    Adjustments on currency translation

    8,781

    PAB loan balance as at 30 September 2024

    $ 12,489,977

    Amortization of transaction costs - accretion

    152,020

    Adjustments on currency translation

    388,806

    PAB loan balance as at 30 September 2025

    $ 13,030,803

    Amortization of transaction costs - accretion

    Less: Principal amount repaid

    Adjustments on currency translation

    34,441

    (827,169)

    (598,072)

    PAB loan balance as at 31 December 2025

    Less: Current portion Non-current portion

    11,640,003

    $ (2,254,625)

    $ 9,385,378

    Notes to the Condensed Interim Consolidated Financial Statements (Cont.)

    The Company has acted as a guarantor in securing the PAB loan payable, and the Company and its subsidiary, Ares Utah, have provided as collateral, interest in 5.5 out of 48 acres of Ares Utah's rights, title and interest in property and fixtures (current and future) of the Company and its subsidiaries situated on the site funded by the PAB, the Project. In connection with the PAB loan payable, Ares Utah is subject to the following financial covenants:

    • Maintain coverage ratio covenant of at least 1.10 or above for each Fiscal Year commencing one year after the completion of construction and installation of the Project.

    The repayment commitment of 2023A Bonds has been described in the table below:

    Financial year

    Principal (USD)

    Interest (USD)

    2026

    -

    495,250

    2027

    665,000

    957,250

    2028

    730,000

    887,500

    2029

    805,000

    810,750

    2030

    880,000

    726,500

    2031 and above

    6,825,000

    1,999,750

  6. ‌State of Utah loan payable

    On 30 May 2025, the Company's subsidiary, Ares Utah, signed a promissory note agreement with the State of Utah through the Permanent Community Impact Fund Board and received a total loan of US$11,000,000 at a simple interest rate of 4.50%. The loan matures on 1 May 2031 ("Maturity Date") for payment in full with accrued interest. Ares Utah may, but is not obligated to make interim payments, of any amount, without penalty, and a final payment will be paid on the Maturity Date.

    This loan is secured by and is entitled to the benefits and security contemplated by a Trust Deed Security Agreement and Fixture Filing ("Trust Deed"), covering real property and related improvements, and certain equipment, machinery and fixtures, situated in Millard County, Utah.

    Notes to the Condensed Interim Consolidated Financial Statements (Cont.)

    Amount

    Principal amount

    US$

    11,000,000

    Less: Transaction cost

    (836,500)

    Amount funded, 30 May 2025

    10,163,500

    State of Utah Loan Payable

    31 December

    2025

    30 September

    2025

    Balance - Amount funded (US$11,000,000)

    $

    -

    $

    15,313,100

    Transaction cash cost

    -

    (1,169,929)

    Balance - Beginning of Year

    14,403,425

    -

    Interest and accretion of borrowing costs

    193,327

    256,006

    Adjustments on currency translation

    (316,401)

    4,248

    Balance - End of Period

    $

    14,280,351

    $

    14,403,425

    During the three months period ended 31 December 2025, interest expense capitalized within construction in progress was US$nil, the amortization of debt costs being recognized as accretion expense over the loan period totalling US$183,045 (30 September 2025 - US$nil) which are recorded within interest and accretion expense on the consolidated statement of loss and comprehensive loss.

  7. ‌Share capital

    1. Authorized:

      Unlimited common shares without par value.

    2. Issued or allotted and fully paid:

      During the three months period ended 31 December 2025:

      Number of Shares

      Amount

      Balance as at 1 October 2025

      211,554,891

      $

      51,538,331

      Shares issued for debt

      283,095

      103,473

      Shares issued for exercise of warrants

      1,969,861

      545,634

      Shares issued for convertible debt settlement

      521,923

      135,700

      Shares issued for LIFE Offering, net

      21,110,778

      8,468,453

      Shares issued for Sorbie (Note 8)

      Balance as 31 December 2025

      2,377,779 506,221

      237,818,327 $ 61,297,812

      Notes to the Condensed Interim Consolidated Financial Statements (Cont.)

      During the three months period ended 31 December 2025:

      • The Company issued 283,095 common shares to settle liabilities totalling $103,473

      • 1,969,861 shares were issued for gross proceeds of $545,6340 for exercised warrants.

      • Certain purchasers of the Company's convertible debentures converted their sum of $181,800 principal and

        $64,903 interest to 521,923 Ares common shares. All shares issued are subject to a four-month hold period in accordance with applicable securities laws.

      • The Company closed the LIFE Offering of units (each, a "Unit") by issuing 21,110,778 Units at a price of

        $0.45 per Unit, for aggregate gross proceeds of $9,499,850. Each Unit consists of one common share in the capital of the Company (each, a "Common Share") and one nontransferable Common Share purchase warrant (each, a "Warrant"). Each Warrant is exercisable into one Common Share (each, a "Warrant Share") at a price of $0.55 per Warrant Share for a period of two years.

        In connection with the closing of the private placement, the Company paid aggregate cash finder's fees of

        $567,966 and issued a total of 1,262,147 finder's warrants. Each finder's warrant is exercisable at $0.55 per common share for a period of two years from the respective closing dates and is subject to a four-month hold period.

      • The Company raised gross proceeds of $1,000,000 from Sorbie pursuant to a financing arrangement (October 2025) payable in 24 monthly settlement tranches, with settlements based on the volume-weighted average price of the Company's common shares relative to a benchmark price of C$0.63. In connection with the financing, the Company issued 2,222,223 units (Note 7), each consisting of one Common Share and one-half of a common share purchase warrant.

        Each full warrant is exercisable for two years at an exercise price of C$0.55 per share and is subject to a 9.99% ownership restriction.

        In connection with the financing, the Company entered into a Sharing Agreement structured as an equity swap arrangement governed by an ISDA Master Agreement and Credit Support Annex. Under the arrangement, C$1,000,000 of credit support was posted and is released in equal monthly tranches over the 24-month term. If the settlement price exceeds the benchmark price, the Company receives more than 100% of the monthly tranche (uncapped). If the settlement price is below the benchmark price, the Company receives less than 100% on a pro rata basis.

        Upon initial recognition, the units were recorded in exchange for a share proceeds receivable classified as a financial asset measured at fair value through profit or loss in accordance with IFRS 9, as the contractual cash flows are not solely payments of principal and interest. The units issued were measured based on the fair value of the share proceeds receivable, with proceeds allocated between Common Shares and warrants based on their relative fair values in accordance with IAS 32.

        As consideration for entering into the Sharing Agreement, the Company agreed to a value payment of

        $70,000, and issued 155,556 Common Shares and 77,778 Warrants. These issuances were accounted for in accordance with IFRS 2, Share-based Payment where Warrants were allocated a value of $17,063 and Common Shares of $52,937 using the Black-Scholes model.

        The Company also entered into a finder's agreement providing for a $60,000 cash fee (6% of funds raised),

        calculated based on the 20-day volume-weighted average trading price preceding payment.

        Upon initial recognition, the 2,222,223 units were recorded in exchange for a cash receivable classified as a financial asset measured at fair value through profit or loss. The half of Warrants (1,111,112) were allocated a value of $376,021 and $583,284 to Common Shares.

        Notes to the Condensed Interim Consolidated Financial Statements (Cont.)

        During the year ended 30 September 2025:

      • The Company issued 18,004,197 common shares with a fair value of $4,043,832 to settle liabilities totalling

        $4,376,783, recognizing a gain of $332,951 on the consolidated statement of loss and comprehensive loss.

      • 6,792,131 options were exercised for gross proceeds of $882,977 and fair value of $362,000 for exercised options.

      • Certain purchasers of the Company's convertible debentures converted their sum of $1,070,900 principal and $319,227 interest to 5,346,642 Ares common shares. All shares issued are subject to a four-month hold period in accordance with applicable securities laws.

      • The Company closed the Offering of units (each, a "Unit") by issuing 765,170 Units at a price of $0.18 per Unit, for aggregate gross proceeds of $137,731. Each Unit consists of one common share in the capital of the Company (each, a "Common Share") and one nontransferable Common Share purchase warrant (each, a "Warrant"). Each Warrant is exercisable into one Common Share (each, a "Warrant Share") at a price of

        $0.26 per Warrant Share for a period of two years.

      • The Company raised gross proceeds of $1,000,000 from Sorbie pursuant to a financing arrangement payable in 24 monthly settlement tranches, with settlements based on the volume-weighted average price of the Company's common shares relative to a benchmark price of C$0.1998. In connection with the financing, the Company issued 7,229,730 units (Note 7), each consisting of one Common Share and one non-transferable common share purchase warrant.

        Each Warrant entitles the holder to acquire one Common Share at an exercise price of $0.26 and includes:

        (i) an acceleration provision permitting the Company to accelerate expiry if the ten-day volume-weighted average trading price equals or exceeds C$0.40, in which case the Warrants expire 30 days following notice; and (ii) a 9.99% ownership restriction.

        As consideration for entering into the Sharing Agreement, the Company agreed to a value payment of

        $70,000, payable in cash or units at $0.1480 per unit. The Company elected to issue 472,973 units, each comprising one Common Share and one Warrant. These units were accounted for in accordance with IFRS 2, Share-based Payment.

        The Company also entered into a finder's agreement providing for a $60,000 cash fee (6% of funds raised) and 254,433 finder's warrants, calculated based on the 20-day volume-weighted average trading price preceding payment. As at September 30, 2025, 875,000 agent warrants had been issued in connection with the 2024 and 2025 Sorbie tranches, with an aggregate fair value of $75,000 determined using the Black-Scholes option pricing model.

        Upon initial recognition, the 7,229,730 units were recorded in exchange for a cash receivable classified as a financial asset measured at fair value through profit or loss. The Warrants were valued at $842,006 using the Black-Scholes option pricing model, and the Common Shares were valued at $1,373,649 based on the

        $0.19 closing market price on the issuance date. Based on relative fair values, $322,134 was allocated to Warrants and $519,872 to Common Shares.

        The 472,973 units issued in settlement of the $70,000 value payment were measured at fair value on the date of issuance. The Warrants were valued at $55,684 using the Black-Scholes model and the Common Shares at $89,865 based on the $0.19 closing price. Based on relative fair values, $43,219 was allocated to Common Shares and $26,781 to Warrants.

        Notes to the Condensed Interim Consolidated Financial Statements (Cont.)

    3. Summary of stock option activity

      The Company has adopted an incentive stock option plan to grant options to directors, officers, and consultants for up to 10% of the outstanding common shares. The Board of Directors determines the exercise price per share and the vesting period under the plan. The options can be granted for a maximum term of five years.

      Stock option activity during the years ended 31 December 2025 and 30 September 2025:

      Stock Option Activity

      31 December

      2025

      Weighted Average

      Exercise Price

      30 September

      2025

      Weighted Average

      Exercise Price

      Balance - Beginning of Year

      -

      $

      -

      21,793,053

      $

      0.12

      Exercised

      -

      -

      (6,792,131)

      -

      Expired

      -

      -

      (15,000,922)

      -

      Balance - End of Year

      -

      $

      -

      -

      $

      -

      The Company did not grant any stock options during the three months period ended 31 December 2025. During the three months period ended 30 September 2025:

      The Company did not grant any stock options during the three months period ended 30 September 2025.

    4. Warrants

      Warrant activity during the three months period ended 31 December 2025 and 30 September 2025 are as follows:

      Warrant Activity

      31 December

      2025

      Weighted Average

      Exercise Price

      30 September

      2025

      Weighted Average

      Exercise Price

      Balance - Beginning of Year

      34,599,447

      $

      0.26

      25,903,772

      0.26

      Issued

      13,139,758

      0.55

      8,898,446

      0.25

      Exercised

      (1,969,861)

      0.26

      -

      -

      Expired

      -

      -

      (202,771)

      -

      Balance - End of Year

      45,769,344

      $

      0.34

      34,599,447

      $

      0.26

      Notes to the Condensed Interim Consolidated Financial Statements (Cont.)

      During the three months period ended 31 December 2025:

      Details of warrants outstanding as at 31 December 2025 and 30 September 2025 are as follows:

      Issuance Date

      Expiry Date

      Exercise

      Price

      31 December

      2025

      30 September

      2025

      31 May 2024

      31 May 2026

      $

      0.26

      6,463,784

      6,463,784

      7 June 2024

      7 June 2026

      $

      0.26

      5,290,512

      5,709,592

      28 June 2024

      28 June 2026

      $

      0.26

      1,975,077

      2,102,914

      16 July 2024

      16 July 2026

      $

      0.26

      626,748

      1,019,219

      1 August 2024

      1 August 2026

      $

      0.26

      1,114,167

      1,387,720

      11 September 2024

      11 September 2026

      $

      0.26

      9,017,772

      9,017,772

      7 October 2024

      7 October 2026

      $

      0.26

      8,250

      765,170

      11 March 2025

      11 March 2028

      $

      0.30

      649,113

      649,113

      8 April 2025

      8 April 2028

      $

      0.24

      7,229,730

      7,229,730

      30 May 2025

      30 May 2028

      $

      0.30

      254,433

      254,433

      16 October 2025

      16 October 2027

      $

      0.55

      6,222,223

      -

      21 October 2025

      21 October 2027

      $

      0.55

      6,917,535

      -

      45,769,344

      34,599,447

      As at 31 December 2025, the outstanding warrants have a weighted average remaining life of 1.21 years (2025 -

      1.20 years) and a weighted average exercise price of $0.34 (2025- $0.26).

    5. Share-based payments

      During the three months period ended 31 December 2025, the Company did not grant any incentive stock options (30 September 2025 - Nil) to its directors, officer, and consultants.

    6. Non-controlling interest

      On 16 October 2014, the Company entered into an investment agreement with OMC Investments Limited ("OMC"), of Hong Kong. The transaction closed on 28 November 2014, and the Company issued 19,048,000 units of the Company by way of private placement at a price of $0.05 per unit, for aggregate proceeds of $952,400. After the 20-for-1 share consolidation during the three months period ended 30 September 2018, OMC owns 952,400 units. Each Unit consisted of one common share and one common share purchase warrant. Each Warrant is exercisable for a period of six years from the date of closing of the private placement at an exercise price of

      $0.05. These warrants expired on 30 September 2018. OMC now holds approximately 5.93% of the issued and outstanding shares of the Company. The Company also issued 15 common shares of its subsidiary Canadian Iron to OMC, reducing its ownership share from 100% to 85%. Canadian Iron holds a 100% interest in Karas Iron and Griffith Iron. The Company's interests in the Karas and Griffith properties are held in Karas Iron and Griffith Iron, respectively.

      In addition, the shareholders' agreement with OMC will allow OMC to progressively earn additional equity in Canadian Iron, up to a total of 70% of Canadian Iron's issued and outstanding shares, as follows:

      • an additional 30% for $8.2 million in funding from OMC for dewatering, resource drilling and

        environmental permitting ("Resource Definition Funding");

      • an additional 5% for $2 million in total funding for a preliminary economic assessment, funded 70% by OMC and 30% by Ares; and

      • an additional 20% for $20 million in total funding for a feasibility study, funded 70% by OMC and 30% by Ares, and assuming the feasibility study establishes technical and economic viability.

        Notes to the Condensed Interim Consolidated Financial Statements (Cont.)

        Should either party not fully contribute its share of funding to both the preliminary economic assessment and feasibility study, it may face dilution.

        In connection with this transaction, the Company has also agreed to enter into an option agreement with OMC on its other mineral properties. As of 30 September 2023, OMC has not entered into any option agreements related to the Company's other mineral properties. Should OMC fund the full $8.2 million Resource Definition Funding, it has the right to acquire an 80% interest in either the El Sol, Whitemud and Papagonga properties. This may be increased to 90%, if within a five-year period after earning 80%, OMC funds an additional $1.5 million in expenditures on the property chosen.

        The value attributed to the non-controlling interest in the Company as at 31 December 2025 is an accumulated deficit of $1,222,115 (30 September 2025 - $1,218,091). For the three months period ended 31 December 2025, net loss and comprehensive loss of $4,024 (31 December 2024 - income of $1,011) has been attributed to the non-controlling interest in these Financial Statements.

  8. ‌Related party transactions and obligations

    Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

    The Company compensates certain of its key management personnel to operate its business in the normal course. Key management includes the Company's executive officers and members of its Board of Directors. Transactions and balances with key management personnel and related parties not disclosed elsewhere in the Financial Statements are as follows:

    Related Party Disclosure

    Name and Principal Position Year(i)

    Remuneration

    or fees(ii)

    Share-based payments

    Amounts Payable and Accrued Liabilities

    CEO and Director - Management

    2026

    $ 36,000

    $ - $ 979,114

    fees

    2025

    $ 36,000

    $ - $ 425,975

    CFO - Management fees

    2026

    $ 12,000

    $ - $

    -

    2025

    $ 12,000

    $ - $

    -

    CFO - Professional fees

    2026

    $ 29,705

    $ 8,000

    $

    19,199

    2025

    $ 31,850

    $ 8,975

    $

    19,764

    Directors - Director fees

    2026

    $

    $ - $ 7,150

    2025

    $ 1,500

    $ - $ 115,210

    Directors - Consulting fees

    2026

    $

    - $ - $ -

    2025

    $

    - $ - $ 104,127

    Total

    2026

    $ 77,705

    $ 8,000

    $ 1,005,463

    2025

    $ 81,350

    $ 8,975

    $ 665,076

    (i) For the three months period ended 31 December 2025 and 2024.

    (ii) Amounts disclosed were paid or accrued to the related party.

    These transactions were in the normal course of operations, which is the amount of consideration established and agreed to by the related parties.

    ‌Notes to the Condensed Interim Consolidated Financial Statements (Cont.)

    Accounts payable and accrued liabilities are unsecured, non-interest bearing and due on demand.

    Short-term loans with related parties are described in (Note 12). There are no terms and conditions attached to the said loans.

    The Company purchased a flotation plant from a non-arm's length company, which is an entity controlled by a director of the Company and paid US$6,007,000 as a deposit. As at 30 September 2025, significantly all components of the flotation plant were received and awaiting installation, and thus the amounts paid are recorded within the construction in progress.

  9. ‌Segmented disclosure

    The Company has one reportable segment, being the acquisition, exploration, and development of resource properties. The following table provides segmented disclosure of assets and liabilities based on geographic location:

    (Rounded to 000's)

    Canada

    US

    Total

    31 December 2025

    Current Assets

    $

    13,938,000

    $

    1,796,000

    $

    15,734,000

    Non-Current Assets

    Other non-current assets

    4,756,000

    35,182,000

    39,938,000

    Resource properties

    5,885,000

    3,072,000

    8,957,000

    Liabilities

    Current Liabilities

    1,782,000

    11,212,000

    12,994,000

    Non- Current Liabilities

    24,661,000

    24,661,000

    30 September 2025

    Current Assets

    $

    2,780,000

    $

    8,051,000

    $

    10,831,000

    Non-Current Assets

    Other non-current assets

    4,739,000

    29,479,000

    34,218,000

    Resource properties

    5,978,000

    2,844,000

    8,822,000

    Liabilities

    Current Liabilities

    2,151,000

    9,757,000

    11,908,000

    Non-Current Liabilities

    -

    25,916,000

    25,916,000

  10. ‌Capital management

    The Company's capital consists of shareholders' equity and it has capital resources of cash. The Company's objective when managing capital is to maintain adequate levels of funding to support the development of its businesses and maintain the necessary corporate and administrative functions to facilitate these activities. This is done primarily through equity financing, selling assets, and incurring debt. Future financings are dependent on market conditions and there can be no assurance the Company will be able to raise funds in the future. The Company invests all capital that is surplus to its immediate operational needs in short-term, highly liquid, high-grade financial instruments. There were no changes to the Company's approach to capital management during the year. The Company is not subject to externally imposed capital requirements. The Company does not currently have adequate sources of capital to complete its exploration plan, current obligations and ultimately the development of its business, and will need to raise adequate capital by obtaining equity financing, selling assets and incurring debt. The Company may raise additional debt or equity financing in the near future to meet its current obligations.

    Notes to the Condensed Interim Consolidated Financial Statements (Cont.)

  11. Commitments and contingencies

    The repayment of USDA, PAB loans, State of Utah, and convertible debt interest is described within respective notes.

    As at 31 December 2025, the Company is aware of a claim filed in the Ontario Superior Court of Justice on 9 August 2024 pertaining to an Asset Purchase Agreement entered into on 22 July 2022. The claimant has alleged that the Company breached the Binding Letter of Offer dated 18 August 2022 where the Company paid $1,250,000 out of a total purchase price deposit amount of $2,150,000. The claimant is seeking the remaining portion of the purchase price deposit in the amount of $900,000 and pre-and post-judgement interest at the prime rate of the Bank of Nova Scotia plus 12%, and the costs of the claim plus all applicable taxes. The Company has assessed that the claimant cannot demonstrate a loss because of the Company's decision to terminate the Binding Letter of Offer. Based on the Company's assessment, the claim is not expected to have a significant impact on the Company's Financial Statements. Therefore, no liability has been recorded in relation to this claim as of 31 December 2025.

  12. ‌Subsequent events

Subsequent to the reporting period, the following events occurred:

  1. On 23 January 2026, the Company granted 7,100,000 stock options (6,400,000 to directors and officers and 700,000 to consultants) at an exercise price of CAD $0.63 per share, expiring 23 January 2028.

  2. On 5 February 2026, the Company closed a non-brokered private placement, issuing 16,666,666 units at CAD $0.60 per unit for gross proceeds of CAD $10,000,000. Each unit comprised one common share and one-half of a warrant exercisable at CAD $0.75 per share for two years from closing.