Consolidated Financial Statements – For the year ended January 31, 2025

To the Shareholders of Belmont Resources Inc.

We have audited the consolidated financial statements of Belmont Resources Inc. (the "Company"), which comprise the consolidated statements of financial position as at January 31, 2025 and 2024, and the consolidated statements of comprehensive loss, changes in shareholders' equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "financial statements").

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at January 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We draw attention to Note 1 to the financial statements, which indicates that the Company had an accumulated deficit of $25,806,317. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key audit matters are those matters, that in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our report.

Management is responsible for the other information. The other information comprises the information included in Management's Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is David Goertz.

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, BC June 2, 2025

See accompanying notes to the consolidated financial statements.

1

Years ended January 31,

See accompanying notes to the consolidated financial statements.

Consolidated Statements of Changes in Shareholders' Equity (Expressed in Canadian dollars)

Share capital Reserves

See accompanying notes to the consolidated financial statements.

Years ended January 31,

See accompanying notes to the consolidated financial statements.

1. Nature and continuance of operations

   Belmont Resources Inc. (the "Company") was incorporated on January 18, 1978 under the laws of the Province of British Columbia, Canada, and its principal activity is the acquisition and exploration of mineral properties in Canada and the USA. The Company's shares are traded on the TSX Venture Exchange ("Exchange") under the symbol "BEA".

   The corporate head office and principal place of business of the Company is 800 West Pender Street, Suite 615, Vancouver, British Columbia, Canada, V6C 2V6.

   Going concern

   The consolidated financial statements have been prepared on a going concern basis of presentation, which assumes that the Company will continue operations for the foreseeable future and be able to realize the carrying value of its assets and discharge its liabilities and commitments in the normal course of business. To date, the Company has not earned significant revenue and has an accumulated deficit of $25,806,317. The Company's ability to continue as a going concern is dependent upon its ability to obtain additional financing and/or achieve profitable operations in the future. The Company's financing efforts to date, while substantial, are not sufficient in and of themselves to enable the Company to fund all aspects of its operations. Management will pursue funding initiatives if, as and when required to meet the Company's requirements on an ongoing basis. However, there is no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company.

   These circumstances comprise a material uncertainty which may cast significant doubt as to the ability of the Company to meet its obligations as they fall due and, accordingly, the ultimate appropriateness of the use of accounting principles applicable to a going concern. These financial statements do not reflect adjustments, which could be material, to the carrying value of assets and liabilities, which may be required should the Company be unable to continue as a going concern.

2. Material accounting policy information and basis of preparation

These consolidated financial statements were authorized for issue on June 2, 2025 by the Board of Directors.

Basis of presentation and statement of compliance

These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB") ("IFRS"). The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated.

Basis of measurement

These consolidated financial statements have been prepared on a historical cost basis, modified where applicable. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of Belmont Resources Inc. and its subsidiaries. A subsidiary is an entity which the Company controls by having the power to govern the financial and operating policies. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity.

A subsidiary is fully consolidated from the date on which control is obtained by the Company and are deconsolidated from the date that control ceases.

The subsidiaries of the Company are as follows:

All intercompany transactions, balances, income and expenses are eliminated upon consolidation.

Functional and presentation currency

These consolidated financial statements are presented in Canadian dollars, which is the Company's functional and reporting currency. The functional currency of the Company's subsidiaries are noted above and the financial statement balances and transactions of the subsidiary are measured using that functional currency.

Significant estimates and assumptions

The preparation of these consolidated financial statements in accordance with IFRS requires the Company to make estimates and assumptions concerning the future. The Company's management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised. Significant estimates and assumptions where there is significant risk of material adjustments to assets and liabilities in future accounting periods include the recoverability of the carrying value of exploration and evaluation assets, the recoverability and measurement of deferred tax assets, and the provisions for restoration and environmental obligations.

Significant judgments

The preparation of financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments in applying the Company's consolidated financial statements include:

• the assessment of the Company's ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty;

• whether there are indicators of impairment of the Company's exploration and evaluation assets;

• the classification and allocation of exploration and evaluation expenditures and recoveries; and

• the determination of functional currency of the Company and its subsidiaries.

Exploration and evaluation assets

Exploration and evaluation assets are composed of exploration and evaluation expenditures which include the costs of acquiring rights or licenses for exploration, costs associated with exploration and evaluation activities, and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination. Exploration and evaluation expenditures are capitalized. Costs incurred before the Company has obtained the legal rights to explore a mineral property are expensed as incurred.

Exploration and evaluation assets (continued)

Government tax credits received are recorded as a reduction to the cumulative costs incurred on the related property.

Amounts received from other parties to earn an interest in the Company's exploration and evaluation assets are applied as a reduction of the mineral property and deferred exploration and development costs until all capitalized costs are recovered at which time additional reimbursements are recorded in the consolidated statement of comprehensive loss, except for administrative reimbursements which are credited to operations.

Exploration and evaluation assets are tested for impairment if facts or circumstances indicate that impairment exists. Examples of such facts and circumstances are as follows:

• the period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;

• substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;

• exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and

• sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain mineral claims, as well as the potential for problems arising from the frequently ambiguous conveyance history characteristic of many mineral claims. The Company has investigated title to all of its mineral claims and, to the best of its knowledge, title to all of its claims are in good standing.

Stock based payments

The Company grants stock options to purchase common shares of the Company to directors, officers, employees and consultants. An individual is classified as an employee when the individual is an employee for legal or tax purposes, or provides services similar to those performed by an employee.

The fair value of stock options is measured on the date of grant, using the Black-Scholes Option Pricing Model and is recognized over the vesting period. Consideration paid for the shares on the exercise of stock options is credited to share capital. When the stock options are forfeited or expire, the amount previously recognized in the reserve is transferred to deficit.

In situations where stock options are issued to non-employees and some or all of the goods or services received by the Company as consideration cannot be specifically identified, they are measured at fair value of the share-based payments. Otherwise, they are measured at the fair value of goods or services received.

Financial instruments

The Company's financial instruments are classified as follows:

Classification

On initial recognition, financial assets are recognized at fair value and are subsequently classified and measured at: (i) amortized cost; (ii) fair value through other comprehensive income ("FVOCI"); or (iii) fair value through profit or loss ("FVTPL"). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. All financial assets not classified and measured at amortized cost or FVOCI are measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment's fair value in other comprehensive income.

Financial liabilities are designated as either: (i) fair value through profit or loss; or (ii) other financial liabilities. All financial liabilities are classified and subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried on the statement of financial position subsequent to inception and how changes in value are recorded.

Measurement

All financial assets and liabilities are initially measured at fair value net of transaction costs that are directly attributable to its acquisition except for financial assets and liabilities at FVTPL where transaction costs are expensed.

Financial assets and liabilities at FVTPL are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

Financial assets are subsequently measured at amortized cost using the effective interest method. The amortized cost of reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

Equity instruments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.

Financial liabilities at amortized cost are subsequently measured at amortized cost using the effective interest method. Interest expense or any gain or loss on derecognition is recognized in profit or loss.

Financial instruments (continued)

Financial liabilities that provide the holder the right to convert the liability into a fixed number of common shares at a fixed conversion price are compound financial instruments. Any excess of the proceeds received compared to the fair value of the financial liability recognized on initial recognition is allocated to an equity reserve account. The financial liability is subsequently measured at amortized cost.

Derecognition

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and / or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

Gains and losses on derecognition are generally recognized in profit or loss.

Income taxes

Current income tax

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Company operates and generates taxable income.

‌Deferred tax

Deferred tax is recognized on temporary differences at the reporting date arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

Foreign currency translation

The consolidated financial statements of the Company are prepared in the currency of the primary economic environment in which the Company operates (its functional currency). The functional and presentation currency of the Company is the Canadian dollar.

In preparing the financial statements, transaction in currencies other than the Company's functional currency are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting date, necessary items denominated in foreign currencies are retranslated at the reporting date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences are recognized in profit or loss in the period in which they arise.

1. Material accounting policy information and basis of preparation (continued)

   Share capital

   Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company's common shares and share purchase warrants are classified as equity instruments. The proceeds from the issue of units are allocated between common shares and share purchase warrants on a residual value basis, wherein the fair value of the common shares is based on the market trading price on the date the units are issued and the balance, if any, is allocated to the attached warrants. Share issue costs are recorded against share proceeds, net of any tax impact. Transaction costs directly attributable to derivative instruments are charged to operations as a finance cost.

   Reserves

   Equity reserves record items recognized as stock based payments and equity components on compound financial instruments until such time that the stock options or conversion rights are exercised, at which time the corresponding amount will be transferred to share capital.

   Loss per share

   Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares for the period. In computing diluted earnings per share, an adjustment is made for the dilutive effect of the exercise of stock options and warrants. The number of additional shares is calculated by assuming that outstanding stock options and warrants are exercised and that the proceeds from such exercises were used to acquire common shares at the average market price during the reporting periods. In periods where a net loss is reported, outstanding options and warrants are excluded from the calculation of diluted loss per share, as they are anti-dilutive. Diluted loss per share is equal to the basic loss per share as net losses were reported during the periods presented.

   Accounting standards adopted or issued but not yet effective

   The Company has adopted the following amendment effective February 1, 2024:

   The amendments to IAS1 provide a more general approach to the classification of liabilities based on the contractual arrangements in place at the reporting date. Adoption is not expected to have a material impact on the financial statements.

   Future standards not yet adopted

   IFRS 18 Presentation and Disclosure in Financial Statements

   In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements ("IFRS 18") which replaces IAS 1 Presentation of Financial Statements. This standard aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS 18 before that date. The Company is currently assessing the impact the new standard will have on its financial statements.

2. Marketable securities

   	January 31, 2025	January 31, 2024
   Balance, beginning	$ 78,500	$ 115,162
   Addition (Note 4)	-	17,500
   Disposal	(600)	-
   Change in fair value	(40,300)	(54,162)
   Balance, ending	$ 37,600	$ 78,500

   During the year ended January 31, 2025 the Company disposed of certain marketable securities for proceeds of $1,153 (2024 - $nil) resulting in a realized gain of $553 (2024 - $nil).

3. Exploration and evaluation assets

USA Canada

1. Exploration and evaluation assets (continued)

   USA Canada

   	Kibby Basin Nevada	Lone Star Washington	Pathfinder BC	Athelstan Group BC	Come by Chance BC	Total
   Property acquisition costs
   Balance, January 31, 2023	$ 483,523	$ -	$ 93,893	$ 133,211	$ 47,000	$ 757,627
   Additions
   Claim fees and staking costs	54,371	-	-	-	-	54,371
   Balance, January 31, 2024	537,894	-	93,893	133,211	47,000	811,998
   Exploration and evaluation costs
   Balance, January 31, 2023	402,156	-	7,321	513,239	612,672	1,535,388
   Costs incurred during period:
   Assays and testing	-	-	-	30,674	-	30,674
   Drilling	-	-	-	428,195	596	428,791
   Geological consulting	698	-	-	37,215	-	37,913
   Camp office & accommodation	-	-	-	27,102	-	27,102
   Licenses, fees, and taxes	-	-	-	904	-	904
   Reports and adminisration	-	-	-	1,016	-	1,016
   	698	-	-	525,106	596	526,400
   Other: Option payments received in marketable securities	-	-	(17,500)	-	-	(17,500)
   Balance, January 31, 2024	402,854	-	(10,179)	1,038,345	613,268	2,044,288
   Total	$ 940,748	$ -	$ 83,714	$ 1,171,556	$ 660,268	$ 2,856,286

   1. Exploration and evaluation assets (continued)

      1. Kibby Basin Property

         On March 29, 2016, the Company entered into a property purchase agreement with Zimtu Capital Corp. ("Zimtu") to acquire 100% interest of the Kibby Basin Property, comprised of 16 mineral claims located in the north of Clayton Valley, Nevada, USA. Pursuant to the agreement, the Company paid a sum of $25,000 and issued 1,000,000 common shares to Zimtu for the acquisition.

         The property is subject to a 1.5% net smelter returns ("NSR") of which the Company has the right to purchase half of the NSR from Zimtu at any time for $1,000,000. As at January 31, 2025, a reclamation bond of $65,454 (January 31, 2024 - $65,454) was held in trust for the Company at the Bureau of Land Management.

         On November 1, 2021, the Company entered into an Earn-In Agreement with Marquee Resources Limited ("Marquee"), whereby Marquee would earn up to an 80% interest in the property. Pursuant to the agreement, Marque can earn the following interest in Kibby Basin Property by:

         1. paying $100,000 in cash to the Company (received) and issuing 1,000,000 shares of Marquee to the Company (received) to earn a 10% interest in the property;

         2. issuing 1,000,000 shares of Marquee to the Company (received) and expending $1,000,000 (incurred) on the property within 6 months from the date of the agreement to earn an additional 41% interest in the property; and

         3. issuing 1,000,000 shares of Marquee to the Company (received) and expending $1,500,000 (incurred) on the property within 15 months from the date of the agreement to earn a further 29% interest in the property.

            In April 2023, Marquee filed a lawsuit in the Supreme Court of British Columbia claiming that the Company has failed and refused to transfer an 80% interest. The Company is in the process of transferring the 80% interest which is subject to certain administrative procedures that are normal course and outside of its control.

            On December 9, 2024 the Company entered into an agreement with Pilot Metals Inc. ("Pilot") to sell ownership of one of the two water licenses for USD$550,000 ($779,680). A total of USD$115,500 ($166,493 CAD) has been accrued for the tax obligation arising from the sale, of which $82,500US was remitted to the US government. The gross proceeds have been credited against expenditures.

            As at January 31, 2025, due to the lack of planned expenditures on the property and the decline in lithium prices, the Company recorded an impairment of $161,786 on the property.

      2. Lone Star Property

         On July 26, 2021, the Company entered into a Share Purchase Agreement (the "Agreement") with Advanced Mineral Technology Inc. ("Advanced"), whose wholly-owned subsidiary BGP Resources Inc. ("BGP") holds 100% interest in the mineral right associated with the Lone Star properties (the "Lone Star Property"). Pursuant to the Agreement, the Company has the right to purchase 100% of the issued and common shares of BGP by:

         1. paying USD$25,000 in cash (paid, equivalent to $31,750) and issuing 500,000 common shares to Advanced (issued) upon the acceptance of the agreement by the Exchange;

         2. paying USD$75,000 in cash (paid, equivalent to $97,500) and issuing another 500,000 common shares of the Company to Advanced upon the first anniversary from the agreement date (issued).

            1. Exploration and evaluation assets (continued)

               The Lone Star Property is subject to an underlying 2.5% NSR owned by a third party.

               On November 1, 2021 the Company entered into an Earn-In Agreement with Marquee whereby Marquee would earn up to an 80% interest in the Lone Star Property. Pursuant to the Earn-In Agreement, Marque can earn the following interest in the property by:

               1. completing the following payments to earn a 10% interest in the property:

                  1. paying $100,000 in cash to the Company (received);

                  2. issuing 1,000,000 shares of Marquee to the Company (received);

                  3. transferring USD$75,000 in cash to the Company to be applied solely towards the cash payment to Advanced to complete the acquisition of BGP (completed);

                  4. transferring USD$130,000 in cash to the Company to be applied solely towards payments to the original land owners of the Lone Star Property to complete the transfer of ownership of land title (completed);

               2. transferring $50,000 in cash (received) to the Company and expending $550,000 on the property within 6 months from the date of the agreement to earn an additional 20% interest in the property (completed);

               3. transferring $50,000 in cash (received) to the Company, issuing additional 1,000,000 shares of Marquee to the Company (received) and expending further $1,000,000 on the property within 15 months from the date of the agreement to earn an additional 20% interest in the property (completed); and

               4. transferring $50,000 in cash to the Company, issuing additional 1,000,000 shares of Marquee to the Company and expending further $1,000,000 on the property within two years from the date of the agreement to earn a further 30% interest in the property (not completed).

      3. Pathfinder Property

   On March 27, 2019 the Company entered into an acquisition agreement with two parties (the "Vendors") to acquire mineral claims which is part of the former Pathfinder Property located in southern British Columbia, north of Grand Forks in the Greenwood Mining Division.

   Pursuant to the acquisition agreement, the Company paid $25,000 in cash and issued a total of 375,000 common shares to the vendors.

   In addition, the property is subject to a 1.5% NSR is payable to the Vendors, at 0.75% to each Vendor. The Company may acquire one-half of the NSR for $1,000,000 upon commencement of commercial production on the property.

   On August 26, 2021 the Company entered into an option agreement with Highrock Resources Ltd. ("Highrock"), a related mineral exploration company that had common directors and a common senior officer, to earn up to a 75% interest in the Pathfinder Property. Pursuant to the agreement, Highrock had the right and option to acquire a 51% interest in the property by completing:

   1. the payment of $5,000 in cash upon the execution of the agreement (received); and

   2. the issuance of 100,000 shares of Highrock to the Company upon the execution of the agreement (received).

   4. Exploration and evaluation assets (continued)

   1. Pathfinder Property (continued)

      Further, Highrock has the right and option to acquire a further 24% in the property by:

      1. paying $10,000 in cash to the Company on the first anniversary from the date of the agreement (received);

      2. issuing 100,000 shares of Highrock to the Company on or before six months from the date of the initial listing of the Highrock shares on the Canadian Securities Exchange (received);

      3. expend $75,000 (completed) on the property on or before the first anniversary from the date of the agreement; and

      4. expend $125,000 on the property on or before first anniversary from the initial listing of the Highrock shares (completed).

         Highrock has fulfilled all the requirements to fully earn in its option and now retains a 75% interest in the property and the Company maintains a 25% interest.

   2. Athelstan Group Property

      On October 29, 2019 the Company entered into an acquisition agreement with David Heyman, Clive Brookes and Zimtu Capital Corp. (the "Vendor Group") to acquire two mineral claims known as the Glenora and Bay Horse claims located in southern British Columbia in the Greenwood Mining Division.

      Pursuant to the agreement, the Company agreed to acquire the 100% interest in the property by:

      1. issuing 420,000 units of the Company to the Vendor Group (issued). Each unit is composed of one common share and one transferable warrant exercisable at a price of $0.08 per share until May 14, 2021, subject to an accelerated exercise clause; and

      2. issuing 420,000 common shares of the Company to the Vendor Group on the one-year anniversary of the date of the agreement (issued).

         In addition, the property is subject to a 1.5% NSR is payable to the Vendor Group. The Company may acquire one-half of the NSR for $500,000 within five years from the commencement of commercial production on the property.

         On May 7, 2020, the Company entered into a property acquisition agreement with a different group to acquire a 100% interest in the Crown mineral grant claims known as the Athelstan-Jackpot located in the Greenwood Mining Division in southern British Columbia. Pursuant to the agreement, the Company agreed to pay the following considerations:

         1. 200,000 common shares of the Company upon Exchange approval (issued);

         2. 200,000 additional common shares on the one year anniversary of the agreement date

            (issued);

         3. USD$50,000 cash payment on the one year anniversary of the agreement date. The Company had the option to issue common shares for half of the cash payment (USD$25,000) (paid and issued);

         In addition, the property is subject to a 2% NSR is payable to the Vendor Group. The Company may acquire one-half of the NSR for USD$500,000 within five years from the commencement of commercial production on the property.

         In November 2020, the Company remitted a $14,000 bond to the Government of British Columbia to acquire a Mines Act Permit which is valid until November 26, 2025.

         In the year ended January 31, 2025 the Company received a refundable Government of British Columbia mineral exploration credit of $157,134.

         4. Exploration and evaluation assets (continued)

   3. Come by Chance Property

      On May 27, 2020, the Company entered into a property acquisition agreement to acquire 21 mineral claims and 15 reverted claims known as the Come by Chance located in the Greenwood Mining Division in southern British Columbia. Pursuant to the agreement, the Company agreed to make the following payments:

      1. $7,500 in cash (paid);

      2. issuing 100,000 common shares of the Company upon the Exchange approval (issued);

      3. 200,000 additional common shares of the Company on the one-year anniversary of the date of the agreement (issued); and

      4. 200,000 additional common shares of the Company on the two-year anniversary of the date of the agreement (issued).

         On June 22, 2022, the agreement was amended to include acquisition of all historical records from the vendor by the Company in consideration of 100,000 common shares (issued).

         The Company remitted a $18,500 bond to the Government of British Columbia to acquire a Mines Act Permit which is valid until February 7, 2027.

   4. Crackingstone River Property

   The Company owns 100% interest in two mineral claims in the Northern Mining District, Crackingstone River Area, Saskatchewan. The property was previously written down to $nil. The Company has identified areas of interest and has commenced permitting for a 2025 drill program.

2. Trade payables and accrued liabilities

   	January 31, 2025	January 31, 2024
   Trade payables	$ 23,106	$ 160,300
   Other payable	-	173,628
   Accrued liabilities	35,000	40,442
   	$ 58,106	$ 374,370

3. Convertible notes

   On October 18, 2023, the Company entered into convertible note agreements for $420,000. The convertible notes bear no interest and are repayable on or before April 1, 2024. If the Company fails to repay the debt in full before maturity date it bears an interest at 12% per annum. At any time after issuance, the holder is entitled to convert, at their sole discretion, all of the principal amount into common shares of the Company at a deemed price of $0.03 per common share. The convertible notes includes both a liability component for the contractual cash flows and an equity component for the conversion feature. A discount rate of 18% was used which is the estimated rate that would have been charged for similar instruments without a conversion feature.

   The following table summarizes the continuity of the Company's convertible note issued:

   Convertible notes
   Balance at January 31, 2023	$	-
   Proceeds from issuance of convertible note		420,000
   Amount allocated to conversion feature - equity		(28,541)
   Accrued interest expense		14,216
   Settled note via share issuance		(405,675)
   Balance at January 31, 2024 and January 31, 2025	$	-

4. Share capital

Authorized

Unlimited number of common shares without par value are authorized for issue.

Share issuances

During the year ended January 31, 2025

On April 30, 2024 the Company issued 300,000 shares pursuant to the exercise of stock options at

$0.05 per share for total proceeds of $15,000. The value of the stock options of $8,577 was transferred from stock-based reserve to share capital. The weighted average trading price on the date of exercise was $0.035.

On March 6, 2024 the Company issued 9,200,000 shares at $0.04 per share for proceeds of

$368,000 pursuant to a private placement.

During the year ended January 31, 2024

On January 18, 2024 the Company issued 14,000,000 shares to settle the convertible notes.

On July 25, 2023 the Company issued 14,800,000 shares at $0.03 per share for proceeds of

$444,000 pursuant to a private placement.

Stock options

On September 3, 2024 the Company adopted a 10% Rolling Stock Option Plan (the "Plan"), which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with the TSX-V requirements, grant to directors, officers, employees and technical consultants to the Company, non-transferable stock options to purchase common shares. Such options will be exercisable for a period of up to 10 years from the date of grant. In connection with the foregoing, the number of common shares reserved for issuance to any one optionee will not exceed 5% of the issued and outstanding common shares and the number of common shares reserved for issuance to all technical consultants will not exceed 2% of the issued and outstanding common shares. Options may be exercised no later than 90 days following cessation of the optionee's position with the Company or 30 days following cessation of an optionee conducting investor relations activities' position. The options vest at the discretion of the Board of Directors.

The changes in stock options during the years ended January 31, 2025 and 2024 are as follows:

1. Share capital (continued)

   As at January 31, 2025, stock options were outstanding as follows:

   Number of Options	Exercise Price	Expiry Date	Weighted Average Remaining Life (Years)
   825,000	$0.06	August 28, 2025	0.57
   450,000	$0.07	January 29, 2026	0.99
   1,100,000	$0.10	October 21, 2026	1.72
   100,000	$0.10	November 9, 2026	1.77
   1,025,000	$0.10	March 4, 2027	2.09
   2,700,000	$0.05	September 25, 2028	3.65
   1,100,000	$0.05	March 1, 2029	4.08
   7,300,000

   During the year ended January 31, 2025 there was $26,836 (2024 - $85,772) of stock-based payments recognized on stock options vested. The fair value of the stock options granted was determined using the Black-Scholes Option Pricing Model using the following weighted average assumptions:

   	January 31, 2025	January 31, 2024
   Expected life	4.84 years	4.90 years
   Annualized volatility	126.54%	122.54%
   Risk-free interest rate	3.50%	4.33%
   Dividend rate	0%	0%

   Warrants

   Changes in warrants during the years ended January 31, 2025 and 2024 are as follows:

   	Number of warrants	Weighted average exercise price
   Balance, January 31, 2023	21,604,452	$ 0.10
   Expired	(14,086,452)	0.10
   Balance, January 31, 2024	7,518,000	$ 0.10
   Expired	(7,518,000)	0.10
   Balance, January 31, 2025	-

2. Related party balances and transactions

   Related party balances

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

   The following amounts are due to related parties:

   	January 31, 2025	January 31, 2024
   Companies owned by a director and officer	$ -	$ 129,000
   Director	-	112,683
   Officer	-	5,000
   	$ -	$ 246,683

   Amounts due to and from related parties are unsecured, non-interest bearing and with no specific terms of repayment.

   Related party transactions

   Key management personnel compensation

   Years ended January 31,
   	2025	2024
   Management fees	$ 120,000	$ 120,000
   Salaries and benefits	60,000	120,000
   Stock based payments	24,396	85,772
   	$ 204,396	$ 325,772

   On June 15, 2020, the Company entered into a Management Consulting Agreement with Cankor Capital Inc, ("Cankor") a company owned by the Company's Chief Executive Officer for an indefinite period with compensation of $10,000 monthly.

   Effective January 1, 2024, the former Chief Financial Officer retired and a retirement payment of

   $60,000 has been paid and included in salaries and benefits for the year ended January 31, 2024.

   Effective January 1, 2024 the Company entered into an Office Services Agreement with the new Chief Financial Officer for a monthly fee of $5,000 for a term of two years.

3. Financial instruments, risk and capital management

The Company is exposed in varying degrees to a variety of financial instrument related risks.

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 cash held in bank accounts and reclamation bonds. As most of the Company's cash is held by one bank there is a concentration of credit risk. This risk is managed by using a major bank that is high credit quality financial institutions as determined by rating agencies.

1. Financial instruments, risk and capital management (continued)

   Foreign Exchange Risk

   Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company is exposed to exchange risk as a mineral property interest is located in the United States and transactions are conducted in the US dollar. At January 31, 2025, $424,870 of the Company's cash and $65,454 of the company's reclamation bonds were denominated in US dollars.

   Interest Rate Risk

   Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to interest rate risk relates to its ability to earn interest income on cash balances at variable rates. The fair value of the Company's cash accounts is relatively unaffected by changes in short term interest rates.

   Liquidity Risk

   Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages this risk by careful management of its working capital. Historically, the Company's sole source of funding has been the issuance of equity securities for cash, primarily through private placements. The Company's access to financing is always uncertain. There is no assurance of continued access to significant equity funding. As discussed in Note 1 Going Concern, the Company requires additional funding to continue with its ongoing operations and exploration commitments.

   Capital Management

   The Company includes equity in the definition of capital. Equity is comprised of issued common shares, reserves, and deficit.

   The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of underlying assets. In order to maintain or adjust its capital structure, the Company may issue new shares, purchase shares for cancellation pursuant to normal course issuer bids or make special distributions to shareholders. The Company is not subject to any externally imposed capital requirements and does not presently utilize any quantitative measures to monitor its capital. There were no changes in the Company's approach to capital management during the year.

   Fair value

   Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

   • Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

   • Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

   • Level 3 - Inputs that are not based on observable market data.

   The Company's cash and marketable securities are measured at level 1 fair value. The carrying value of the Company's receivables and trade payables and amounts due to related parties approximate their corresponding fair values because of the relatively short periods to maturity of these instruments and the low credit risk.

2. Non-cash transactions

   The Company incurred the following non-cash transactions that are not reflected in the statement of cash flows:

   Years ended January 31,
   	2025	2024
   Exploration and evaluation assets in accounts payable	$ 1,417	$ 98,745
   Conversion of convertible notes	$ -	$ 405,675
   Fair value of marketable securities received related to the earn-in agreements for certain exploration and evaluation assets	$ -	$ 17,500

3. ‌Income taxes

   A reconciliation of the effective income tax rate to the statutory federal and provincial rate is as follows:

   Years ended January 31,
   	2025	2024
   Net loss for the year before income taxes	$ 503,627	$ 570,635
   Statutory corporate tax rate	27%	27%
   Expected tax recovery at statutory rates	(135,979)	(154,000)
   Non-deductible items	7,400	23,000
   Impact of option payments received in securities and cash	(89,510)	(89,500)
   Share issuance costs	(1,650)	(3,300)
   Change in prior year versus statutory return, and other	188,669	146,700
   License sale	166,493	-
   Unrealized loss on marketable securities	(7,310)	(7,300)
   Change in unrecognized deferred income tax assets	38,380	84,400
   Income tax recovery	$ 166,493	$ -

   The Company's tax-effected deferred tax assets are estimated as follows:

   	January 31, 2025	January 31, 2024
   Net capital losses	$ 1,406,300	$ 1,406,300
   Non-capital losses	2,138,641	1,996,300
   Resource deduction pools available and other	380,413	489,100
   Marketable securities	25,006	14,400
   License sale	(47,000)	-
   Share issuance costs	13,449	20,400
   Equipment	23,071	22,000
   Deferred tax assets	3,939,880	3,948,500
   Unrecognized deferred tax assets	(3,986,880)	(3,948,500)
   	$ (47,000)	$ -

   The Company has available non-capital losses of approximately $7,262,987 that expire between 2028 and 2044, and may be carried forward and applied against income for tax purposes.

4. Other income

   The Company received $24,974 as proceeds from the sale of its interest in a mineral property which was written down in a previous year.

5. Subsequent Events

On February 19, 2025, the Company granted a total of 2,900,000 stock options exercisable at a price of $0.05 until February 19, 2030.

On April 10, 2025 the Company issued 4,000,000 shares at $0.045 per share for proceeds of

$180,000 pursuant to a private placement.