Dios Exploration, Inc.TSXV: DOS

Financial statements – 2024

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DIOS EXPLORATION INC.

Annual Financial Statements

DECEMBER 31, 2024 AND 2023

Table of content

Independant Auditor's Report

2-6

Statements of Financial Position

7

Statements of Comprehensive Loss

8

Statements of Changes in Equity

9

Statements of Cash Flows

10

Notes to Financial Statements

11-33

P.O. BoX 114, Montreal QC H4A 3 P4

Phone: 514-923-9123

Email: mjgirard@diosexplo.com

Web site: www.diosexplo.com

Independent Auditor's Report

Raymond Chabot

Grant Thornton LLP

To the Shareholders of Dios Exploration Inc.

Opinion

50 Dallaire Avenue

Rouyn-Noranda, Quebec

J9X 4S7

  • 819-762-1714

We have audited the financial statements of Dios Exploration Inc. (hereafter ''the Corporation''), which comprise the statements of financial position as at December 31, 2024 and 2023 , and the statements of comprehensive loss, the statements of changes in equity and the statements of cash flows for the years endend December 31, 2024 and 2023, and notes to financial statements, including material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as at December 31, 2024 and 2023, and its financial performance and its cash flows in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (hereafter ''IFRS Accounting Standards'').

Basis for opinion

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 Corporation 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.

Material uncertainty related to going concern

We draw attention to Note 2 to the financial statements, which indicates the existence of a material uncertainty that may cast significant doubt about the the Corporation's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Member of Grant Thornton International Ltd

rcgt.com

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Key audit matters

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. In addition to the matter described in the "material uncertainly related to going concern" section of our report, we have determined that the matter described below is the key audit matter to be communicated in our auditor's report.

Assessment of impairment of exploration and evaluation assets

As described in Note 4 of the financial statements, all individual assets or cash- generating units are reviewed for impairment at each reporting date whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We have identified the assessment for impairment of exploration and evaluation assets as a key audit matter.

Why the matter was determined to be a key audit matter

The assessment for impairment of exploration and evaluation assets is significant to our audit, because the balance of $3,194,716 as at December 31, 2024 is material for the financial statements. In addition, management's assessment process is subjective and requires the use of judgments and assumptions, in particular, but not limited to:

  • technical feasibility and assessment of commercial viability of extraction;
  • the likelihood that expenses will be recovered through future exploitation of the property or disposal of the property when activities have not reached a sufficient stage to permit assessment of the existence of reserves;
  • the Company's ability to obtain the necessary financing to complete exploration and development;
  • renewal of permits.

How the matter was addressed in the audit

Our audit procedures related to the assessment of impairment of exploration and evaluation assets inclueded, among others things, of the following:

  • We assessed management's appreciation of the facts and circumtances to determine wheter an indication of impairment was presented by inspecting the Corporation's communications, including minutes and press releasses and making request for information from management;

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  • We reviewed budgets to assess management's intention to pursue exploration and evaluation work;
  • We inspected government records to determine if the mining rights on the properties were valid.

Information other than the financial statements and the auditor's report thereon

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 on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the financial statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards, 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 Corporation'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 Corporation or to cease operations, or has no realistic alternative but to do so.

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

5

Auditor's responsibilities for the audit of the financial statements

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 Corporation'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 Corporation'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 Corporation to cease to continue as a going concern;

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  • 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 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 Carole Lepage.

1

Rouyn-Noranda

April 7, 2025

___________________________________

1 CPA auditor, public accountancy permit no. A119351

DIOS EXPLORATION INC.

Statements of Financial Position

December 31,

December 31,

Notes

2024

2023

$

$

ASSETS

Current

Cash

6

55,965

60,844

Term deposit, 4.5% retractable and expiring in July 2024

-

310,685

Good and services tax receivable

5,343

11,626

Prepaid expenses

2,480

4,205

63,788

387,360

Non-current

Fixed assets

7

-

515

Exploration and evaluation assets

8

3,194,716

6,916,063

3,194,716

6,916,578

Total assets

3,258,504

7,303,938

LIABILITIES

Current

Trade and other payables

41,275

48,301

Provision for compensation

10

90,419

84,977

Other liabilities

-

66,342

Total liabilities

131,694

199,620

EQUITY

Share capital

11.1

24,786,494

24,786,494

Contributed surplus

3,246,082

3,211,473

Deficit

(24,905,766)

(20,893,649)

Total equity

3,126,810

7,104,318

Total liabilities and equity

3,258,504

7,303,938

The accompanying notes are an integral part of the financial statements.

These financial statements were approved and authorized by the Board of Directors on April 7, 2025.

(signed) Marie-José Girard

(signed) Normand Payette

Marie-José Girard, Director

Normand Payette, Director

7

DIOS EXPLORATION INC.

Statements of Comprehensive Loss

(in Canadian dollars)

Years ended

December 31,

Notes

2024

2023

$

$

EXPENSES

Professional fees

51,108

43,188

Employee benefits expenses

12.1

34,609

68,084

Trustees, registration fees and shareholders relations

22,843

27,630

Consulting fees

14,450

33,101

Income taxes of section XII.6 and III.14

3,549

29,749

Insurances, taxes and permits

2,678

11,265

Office expenses

2,142

11,114

Publicity, travel and promotion

2,007

6,237

Amortization of fixed assets

515

574

Bank charges

481

609

Provision for compensation

10

5,442

84,977

Devaluation of exploration and evaluation assets

8

3,863,899

-

Write-off of exploration and evaluation assets

8

84,983

-

Reversal of a devaluation of exploration and evaluation assets

8

-

(30,000)

OPERATIONAL LOSS

4,088,706

286,528

OTHER REVENUES

Financial income

13

10,247

29,057

LOSS BEFORE INCOME TAXES

(4,078,459)

(257,471)

Deferred income taxes

16

66,342

128,657

NET LOSS AND COMPREHENSIVE LOSS

(4,012,117)

(128,814)

NET LOSS PER SHARE - basic and diluted

15

(0.030)

(0.001)

The accompanying notes are an integral part of the financial statements.

8

DIOS EXPLORATION INC.

Statements of Changes in Equity

(in Canadian dollars)

Contributed

Notes

Share capital

surplus

Deficit

Total Equity

Number of

shares

$

$

$

$

As of January 1st, 2023

121,207,066

24,774,569

3,162,164

(20,764,835)

7,171,898

Net loss and comprehensive loss

-

-

-

(128,814)

(128,814)

Share-based payments

12.2

-

-

53,734

-

53,734

Exercise of options

11.1

75,000

11,925

(4,425)

-

7,500

As of December 31, 2023

121,282,066

24,786,494

3,211,473

(20,893,649)

7,104,318

As of January 1st, 2024

121,282,066

24,786,494

3,211,473

(20,893,649)

7,104,318

Net loss and comprehensive loss

-

-

-

(4,012,117)

(4,012,117)

Share-based payments

12.2

-

-

34,609

-

34,609

As of December 31, 2024

121,282,066

24,786,494

3,246,082

(24,905,766)

3,126,810

The accompanying notes are an integral part of the financial statements.

9

DIOS EXPLORATION INC.

Statements of Cash Flows

(in Canadian dollars)

Years ended

December 31,

Notes

2024

2023

$

$

OPERATING ACTIVITIES

Net loss

(4,012,117)

(128,814)

Adjustments

Share-based payments

34,609

53,734

Provision for compensation

10

5,442

84,977

Reversal of a devaluation of exploration and evaluation

assets

8

-

(30,000)

Devaluation of exploration and evaluation assets

8

3,863,899

-

Write-off of exploration and evaluation assets

8

84,983

-

Financial income not cashed

-

(2,649)

Amortization of fixed assets

7

515

574

Deferred income taxes

16

(66,342)

(128,657)

Change in working capital items

17

(14,113)

86,242

Cash flows used in operating activities

(103,124)

(64,593)

INVESTING ACTIVITIES

Additions to term deposit

-

(518,643)

Disposal of term deposit

310,685

1,089,615

Repayment of advance on exploration and evaluation assets

-

22,005

Additions to exploration and evaluation assets

8

(212,440)

(635,237)

Payment received on option

-

30,000

Tax credit received

-

112,784

Cash flows from investing activities

98,245

100,524

FINANCING ACTIVITIES

Exercise of options

-

7,500

Repayment of the guaranteed loan

-

(40,000)

Issuance cost of shares

-

(4,700)

Cash flows used from financing activities

-

(37,200)

NET CHANGE OF CASH

(4,879)

(1,269)

CASH, BEGINNING

60,844

62,113

CASH, END

55,965

60,844

For additional information on cash flow, see Note 17.

Supplementary information

Interests received related to operating activities

5,597

26,409

The accompanying notes are in integral part of the financial statements.

10