The attached interim financial statements have been prepared by Dios Exploration Inc. and its external auditors have not reviewed these unaudited financial statements.
P.O. Box 114, Station NDG, Montreal, QC, H4A 3P4 Phone: 514-923-9123
Email: mjgirard@diosexplo.com Website: https://www.diosexplo.com
Interim Statement of Financial Position | (unaudited) | ||||
(in Canadian dollars) | |||||
Notes | September 30, 2025 | December 31, 2024 | |||
$ | $ | ||||
ASSETS | |||||
Current | |||||
Cash | 5 | 96,585 | 55,965 | ||
Listed shares | 168,000 | - | |||
Good and services tax receivable | 15,716 | 5,343 | |||
Prepaid expenses | 605 | 2,480 | |||
280,906 | 63,788 | ||||
Non-current | |||||
Exploration and evaluation assets | 6 | 3,313,785 | 3,194,716 | ||
Total assets | 3,594,691 | 3,258,504 | |||
LIABILITIES | |||||
Current | |||||
Trade and other payables | 6,028 | 41,275 | |||
Provision for compensation | 7 | 90,419 | 90,419 | ||
Total liabilities | 96,447 | 131,694 | |||
EQUITY | |||||
Share capital | 8.1 | 24,961,994 | 24,786,494 | ||
Contributed surplus | 3,240,062 | 3,246,082 | |||
Deficit | (24,703,812) | (24,905,766) | |||
Total equity | 3,498,244 | 3,126,810 | |||
Total liabilities and equity | 3,594,691 | 3,258,504 | |||
The accompanying notes are an integral part of the interim financial statements. | |||||
The interim financial statements were approved and authorized by the Board of Directors on November X, 2025.
(signed) Marie-José Girard (signed) Normand Payette
Marie-José Girard, Director Normand Payette, Director
Interim Statement of Comprehensive Loss (unaudited)(in Canadian dollars)
Three-month period ended Nine-month period ended September 30, September 30, Notes 2025 2024 20252024$ | $ | $ | $ | |||||
EXPENSES | ||||||||
Trustees, registration fees and | ||||||||
shareholders' relations 8,001 | 6,445 | 23,563 | 21,815 | |||||
Employee benefits expenses | 9.1 | 2,090 | 7,324 | 3,980 | 35,996 | |||
Professional fees | 863 | 1,163 | 52,013 | 49,758 | ||||
Publicity, travel and promotion | 604 | 533 | 1,103 | 1,267 | ||||
Office expenses | 94 | 952 | 1,400 | 2,279 | ||||
Bank charges | 154 | 98 | 398 | 309 | ||||
Reversal of a devaluation of | ||||||||
exploration and evaluation assets | (238,000) | - | (238,000) | - | ||||
Gain on disposal of exploration and | ||||||||
evaluation assets | 3,233 | - | 3,233 | - | ||||
Insurances, taxes and permits | - | 215 | 1,159 | 2,578 | ||||
Consulting fees | - | - | - | 14,450 | ||||
Income taxes of section XII.6 | - | 338 | - | 3,530 | ||||
Amortization of fixed assets | - | 144 | - | 429 | ||||
OPERATIONAL LOSS | ||||||||
(OPERATIONAL REVENUE) | (222,961) | 17,212 | (151,151) | 132,411 | ||||
OTHER REVENUES | ||||||||
Finance income | 10 | 51,297 | - | 52,037 | 9,264 | |||
REVENUE (LOSS) BEFORE INCOME | ||||||||
TAX | 274,258 | (17,212) | 203,188 | (123,147) | ||||
Deferred income taxes | - | 54,097 | - | 60,305 | ||||
NET REVENUE (NET LOSS) AND | ||||||||
COMPREHENSIVE REVENUE (LOSS) | 274,258 | 36,885 | 203,188 | (62,842) | ||||
NET REVENUE (NET LOSS) PER | ||||||||
SHARE - basic and diluted | 11 | 0.002 | 0.0002 | 0.002 | (0.0005) | |||
The accompanying notes are an integral part of the interim financial statements.
Interim Statement of Changes in Equity (unaudited)(in Canadian dollars) | ||||||
Notes | Share | capital | Contributed surplus | Deficit | Total Equity | |
Number of shares issued | $ | $ | $ | $ | ||
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 | - | - | - | (62,842) | (62,842) | |
Share-based payments | 9.2 | - | - | 35,996 | - | 35,996 |
As of September 30, 2024 | 121,282,066 | 24,786,494 | 3,247,469 | (20,956,491) | 7,077,472 | |
As of January 1st, 2025 | 121,282,066 | 24,786,494 | 3,246,082 | (24,905,824) | 3,126,752 | |
Net revenue and comprehensive loss | - | - | - | 203,188 | 203,188 | |
Share-based payments | 9.2 | - | - | 3,980 | - | 3,980 |
Issuance costs of shares | - | - | - | (1,176) | (1,176) | |
Issuance of shares | 8.1 | 5,100,000 | 153,000 | - | - | 153,000 |
Exercise of options | 8.1 | 125,000 | 22,500 | (10,000) | - | 12,500 |
As of September 30, 2025 | 126,507,066 | 24,961,994 | 3,240,062 | (24,703,812) | 3,498,244 | |
The accompanying notes are an integral part of the interim financial statements.
Interim Statement of Cash Flows (unaudited)(in Canadian dollars)
Nine-month period ended September 30,Notes | 2025 | 2024 | ||
OPERATING ACTIVITIES | $ | $ | ||
Net revenue (net loss) Adjustments Share-based payments | 203,188 3,980 | (62,842) 35,996 | ||
Amortization of fixed assets | - | 429 | ||
Deferred income taxes Change in fair value of listed shares Reversal of a devaluation of exploration and evaluation assets | -(50,000) (238,000) | (60,305) - - | ||
Gain on disposal of exploration and evaluation assets | 3,233 | - | ||
Change in working capital items | 12 | (43,804) | (7,655) | |
Cash flows used in operating activities | (121,403) | (94,377) | ||
INVESTING ACTIVITIES Disposal of term deposit | - | 310,687 | ||
Additions to exploration and evaluation assets | (120,301) | (103,577) | ||
Disposal of exploration and evaluation assets | 118,000 | - | ||
Cash flows from investing activities | (2,301) | 207,110 | ||
FINANCING ACTIVITIES Issuance of shares | 153,000 | - | ||
Exercise of options | 12,500 | - | ||
Share issuance costs | (1,176) | - | ||
Cash flows used from financing activities | 164,324 | - | ||
NET CHANGE OF CASH | 40,620 | 112,733 | ||
CASH, BEGINNING | 55,965 | 60,844 | ||
CASH, END | 96,585 | 173,577 | ||
Additional information - Cash flows - Note 12 | ||||
Supplementary information Interests received related to operating activities | 2,037 | 9,264 |
The accompanying notes are an integral part of the interim financial statements.
(in Canadian dollars)
-
NATURE OF OPERATIONS AND CORPORATE INFORMATION
Dios Exploration Inc. (the "Company") is a mining exploration company with activities in Canada.
-
GOING CONCERN ASSUMPTION
The financial statements have been prepared on the basis of the going concern assumption, meaning the Company will be able to realize its assets and discharge its liabilities in the normal course of operations.
Given that the Company has not yet determined whether its mineral properties contain mineral deposits that are economically recoverable, the Company has not yet generated income or cash flows from its operations. As of September 30, 2025, the Company has a cumulated deficit of $24,703,812 ($24,905,766 on December 31, 2024). These material uncertainties cast significant doubt regarding the Company's ability to continue as a going concern.
The Company's ability to continue as a going concern is dependent upon its ability to raise additional financing to further explore its mineral properties. Even if the Company has been successful in the past in doing so, there is no assurance that it will manage to obtain additional financing in the future.
The carrying amounts of assets, liabilities, revenues and expenses presented in the financial statements and the classification used in the statement of financial position have not been adjusted as would be required if the going concern assumption was not appropriate. These adjustments could be significant.
-
SUMMARY OF ACCOUNTING POLICIES
Basis presentation
These interim financial statements of the Company were prepared in accordance with IFRS, as issued by the International Accounting Standards Board (IASB) under International Accounting Standard (IAS) 34- Interim Financial Reporting. These interim financial statements were prepared using the same basis of presentation, accounting policies and methods of computations outlined in Note 4, SIGNIFICANT ACCOUNTING POLICIES as described in our financial statements for the year ended December 31, 2024. The interim financial statements do not include all of the notes required in annual financial statements.
- JUDGMENTS, ESTIMATES AND ASSUMPTIONS
When preparing the financial statements, management undertakes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. Actual results may differ from judgments, estimates and assumptions made by management and will seldom equal to the estimated results. Information on judgments, estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses is presented below.
Significant management judgments
The following are significant management judgments in applying the accounting policies of the Company that have the most significant effect on the financial statements.
(in Canadian dollars)
4. JUDGMENTS, ESTIMATES AND ASSUMPTIONS (cont'd) Recognition of deferred income tax assets and measurement of income tax expenseManagement continually evaluates the likelihood that its deferred tax assets could be realized. This requires management to assess whether it is probable that sufficient taxable income will exist in the future to utilize these losses within the carry-forward period. By its nature, this assessment requires significant judgment. To date, management has not recognized any deferred tax assets in excess of existing taxable temporary differences expected to reverse within the carry-forward period.
Going concernThe assessment of the Company's ability to continue as a going concern and to raise sufficient funds to pay for its ongoing operating expenditures, meets its liabilities for the ensuing year and to fund planned and contractual exploration programs, involves judgments based on historical experience and other factors including expectation of future events that are believed to be reasonable under the circumstances. See Note 2 for more information.
Estimation uncertainty
Information about estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses is provided below. Actual results may be substantially different.
Impairment of exploration and evaluation assetsDetermining if there are any facts and circumstances indicating impairment loss or reversal of impairment losses is subjective process involving judgment and a number of estimates and interpretations in many cases.
When an indication of impairment loss or a reversal of an impairment loss exists, the recoverable amount of the individual asset must be estimated. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash-generating unit, of which the asset belongs, must be determined.
In assessing impairment, the Company must make some estimates and assumptions regarding future circumstances, in particular, whether an economically viable extraction operation can be established, the probability that the expenses will be recovered from either future exploitation or sale when the activities have not reached a stage that permits a reasonable assessment of the existence of reserves, the Company's capacity to obtain financial resources necessary to complete the evaluation and development and to renew permits. Estimates and assumptions may change if new information becomes available. If, after expenditure is capitalized, information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalized is written off in profit or loss in the period when the new information becomes available.
For the nine-month period ended September 30, 2025 and 2024, there were no write-off of exploration and evaluation assets. For the nine-month period ended September 30, 2025, a reversal of value was recorded, in profit or loss, for the K2 property, following its sale, for an amount of $238,000 (no reversal of value for the nine-month period ended September 30, 2024).
Properties have not been tested for impairment as the Company has the ability to retain them since it has sufficient financial resources to meet its shortterm obligations and expenses are scheduled over the next years. The rights to prospect for these properties will not expired in the near future and work has been carried out over the past three years.
(in Canadian dollars)
-
JUDGMENTS, ESTIMATES AND ASSUMPTIONS (cont'd)
Share-based payments
The estimation of share-based payment costs requires the selection of an appropriate valuation model and consideration as to the inputs necessary for the valuation model chosen. The Company has made estimates as to the volatility of its own share, the probable life of share options granted and the time of exercise of those share options. The model used by the Company is the Black-Scholes valuation model.
Tax credits receivableThe calculation of the Company's refundable tax credit on qualified exploration expenditure incurred and refundable tax credit involves a degree of estimation and judgment in respect of certain items whose tax treatment cannot be finally determined until a notice of assessment has been issued by the relevant taxation authority and payment has been received. Difference arising between the actual results following final resolution of some of these items and the assumptions made could necessitate adjustments to the refundable tax credit and refundable tax credit, exploration and evaluation assets, and income tax expense in future periods.
-
CASH
September 30,
2025 2024
$ $
Cash 96,585 173,577
Cash is comprised of a high interest account which bears interest at rates ranging from 1.05% to 2.65% (2.80% to 4.40% on September 30, 2024).
- EXPLORATION AND EVALUATION ASSETS
MINING RIGHTS | January 1st, 2025 | Additions | Reversal of devaluation | Dispositions | September 30, 2025 |
$ | $ | $ | $ | $ | |
QUEBEC | |||||
K2 | 1 | 3,232 | 69,091 | (72,324) | - |
Lithium North | 26,584 | - | - | - | 26,584 |
AU33 | 190,976 | 901 | - | - | 191,877 |
Nemiscau North | 1 | - | - | - | 1 |
Pontax North | 5,558 | - | - | - | 5,558 |
LeCaron Lithium | 33,028 | - | - | - | 33,028 |
Clarkie East | 76,891 | - | - | - | 76,891 |
33 Carats | 132 | 2,521 | - | - | 2,653 |
333,171 | 6,654 | 69,091 | (72,324) | 336,592 |
(in Canadian dollars)
-
EXPLORATION AND EVALUATION ASSETS (cont'd)
January 1st, Reversal of
2025 Additions devaluation
Dispositions
September 30,
2025
$ $ $
$
$
QUEBEC
Lithium North
162,463
(170)
-
-
162,293
AU33
2,035,006
115,818
-
-
2,150,824
Pontax North
49,467
-
-
-
49,467
LeCaron Lithium
127,724
-
-
-
127,724
Clarkie East
486,885
-
-
-
486,885
2,861,545
115,648
-
-
2,977,193
TOTAL
3,194,716
122,302
69,091
(72,324)
3,313,785
-
PROVISION FOR COMPENSATION
Under a flow-through financing agreement entered into with subscribers during 2022, the Company committed to spending $650,000 in exploration expenses in Canada ("CEE") before December 31, 2023. The Company incurred an amount of $428,856 on this date. Consequently, a balance of $221,144 in expenses renounced to investors was not incurred in CEE as of December 31, 2023. The reason for the work not carried out is due to forest fires which made access to the mining sites impossible during the spring-summer 2023 period. At the provincial level a request for an additional twelve months to carry out the missing exploration work was accepted on February 16, 2024, while at the federal level the same request was made but no response on December 31, 2024. Amended renunciation forms have been filed with the federal tax authorities, which could result in the issuance of new assessment notices for affected subscribers for the 2022 tax year. In this regard, the Company has recorded, on December 31, 2024, a provision of
$90,419 ($84,977 on December 31, 2023) as a provision for compensation and an expenses of $5,442 ($84,977 on December 31, 2023) was recognized in the results.
-
EQUITY
-
Share capital
The share capital of the Company consists only of ordinary shares created in unlimited number, without par value. All shares are equally admissible to receive dividends and the repayment of capital, and represent one vote each at the shareholders' meeting of the Company.
On May 27, 2025, the Company completed the closing of a flow-through private placement. An amount of $153,000 was subscribed consisting of 5,100,000 flow-through shares at a price of $0.03. The total amount was allocated to the share capital.
During the six-month period ended June 30, 2025, 125,000 stock options were exercised. An amount of $12,500 which was received and an amount of $10,000, representing the fair market value of the options at the time of issuance, were charged to the share capital.
(in Canadian dollars)
-
Warrants
Outstanding warrants entitle their holders to subscribe to an equivalent number of ordinary shares, as follows:
Nine-month period ended Year ended
September 30, 2025 December 31, 2024
Number of warrants
Weighted average exercise price
Number of warrants
Weighted average exercise price
$ $
Balance at beginning and end 250,000 0.10 250,000 0.10
The number of warrants outstanding exercisable in exchange for an equivalent number of ordinary shares is as follows:
September 30, 2025
Expiry date
Number of warrants
Exercise price
$
August 12, 2026 250,000 0.10
-
Share capital
-
EMPLOYEE REMUNERATION
-
Salaries and employee benefits expense
Three-month period ended Nine-month period ended
September 30, September 30,
2025 2024 2025 2024
$ $ $ $
Salaries and benefits - - - -
Share-based payments 2,090 7,324 3,980 35,996
2,090 7,324 3,980 35,996
Less: salaries capitalized in Exploration
and evaluation assets - - - -Salaries and employee benefits expenses 2,090 7,324 3,980 35,996
- Share-based payments
-
Salaries and employee benefits expense
The Company has adopted share-based payment plan under which members of the Board of Directors may award options for ordinary shares to directors, employees and consultants. The maximum number of shares issuable under the plans is 6,600,000. The maximum number of common shares which may be reserved for issuance to any one option may not exceed 5% of the common shares outstanding at the date of grant.
The exercise price of each option is determined by the Board of Directors and cannot be less than the market value of the ordinary shares on the day prior to the award, and the term of the options cannot exceed five years. The options vesting period is 18 month, at a rate of 15% per quarter, at the exception of 10% at grant, which may be exercised from the date of the grant. For the options granted to relation consultants, the options vest in stages over a period of 12 months after the grant, at the rate of 25% per quarter.
(in Canadian dollars)
9.2 Share-based payments (cont'd)All share-based payments will be settled in equity. The Company has no legal or constructive obligation to repurchase or settle the options.
The Company's share options are as follows for the reporting periods presented:
Nine-month period ended Year ended September 30, 2025 December 31, 2024
Number of options
Weighted average exercise price
Number of options
Weighted average exercise price
$ | $ | |||
Outstanding at the beginning | 5,555,000 | 0.11 | 6,290,000 | 0.11 |
Granted | 1,045,000 | 0.05 | - | - |
Exercised | (125,000) | (0.10) | - | - |
Expired/canceled (1,820,000) (0.10) (735,000) (0.11) | ||||
Outstanding at the end | 4,655,000 | 0.11 | 5,555,000 | 0.11 |
Exercisable at the end | 3,714,500 | 0.11 | 5,409,500 | 0.11 |
The stock options were exercised on February 21, 2025 at a price of $0.10 when the share price on that date was $0.02.
On September 17, 2025, the Company granted 1,045,000 options under its stock option incentive plan to directors, officers and consultants, at an exercise price of $0.05. The options expire five years from the date of grant and can be acquired gradually over a period of eighteen months.
The weighted average fair value of stock options granted is $0.02 and was estimated using the Black & Scholes model and based on the following weighted average assumptions:
2025
Share price at the date of issuing | 0.025 $ |
Expected dividend yield | 0 % |
Expected weighted volatility | 94 % |
Expected interest rate | 2,50 % |
Expected average life | 5 ans |
Exercise price at the date of grant | 0.05 $ |
The underlying expected volatility was determined by reference to historical date of the Company's share over the expected average life of the options. No special features inherent to the options granted were incorporated into measurement of fair value.
(in Canadian dollars)
9.2 Share-based payments (cont'd)The table below summarizes the information related to outstanding share options as of September 30, 2025:
September 30, 2025
Number of options Exercise price
Expiry date
Outstanding Exercisable
$
October 22, 2025 | 1,305,000 | 1,305,000 | 0.12 |
June 6, 2026 | 780,000 | 780,000 | 0.10 |
September 1, 2027 | 780,000 | 780,000 | 0.10 |
July 3, 2028 | 745,000 | 745,000 | 0.10 |
September 17, 2030 | 1,045,000 104,500 | 0.05 | |
4,655,000 3,714,500 | |||
In total, $3,980 of employee remuneration expense (all of which related to equity-settled share-based payment transactions) were included in profit or loss for the nine-month period ended September 30, 2025 ($35,996 for the nine-month period ended September 30, 2024) and credited to contributed surplus.
10. FINANCE INCOMEFinance income may be analyzed as follows for the reporting periods presented:
Three-month period ended Nine-month period ended September 30, September 30,
2025 | 2024 | 2025 | 2024 | |||
$ | $ | $ | $ | |||
Interest income from cash and term deposit | 1,297 | - | 2,037 | 9,264 | ||
Change in fair value of listed shares | 50,000 | - | 50,000 | - | ||
51,297 | - | 52,037 | 9,264 | |||
11. | NET LOSS PER SHARE | |||||
The calculation of basic loss per share is based on the loss for the period divided by the weighted average number of shares in circulation during the period. In calculating the diluted loss per share, dilutive potential ordinary shares such as share options and warrants have not been included as they would have the effect of increasing the loss per share and would be antidilutive. Details of share options and warrants issued that could potentially dilute earnings per share in the future are given in Notes 8.2 and 9.2.
Three-month period ended Nine-month period ended September 30, September 30,
2025 | 2024 | 2025 | 2024 | |
Net revenue (net loss) | 274,258 | $ 36,885 | $ 203,188 | $ (62,842) $ |
Weighted average number of shares in circulation | 126,507,066 | 121,282,066 | 123,756,242 | 121,282,066 |
Basic and diluted revenue (loss) per share | 0.0020 | $ 0.0003 | $ 0.0020 | $ (0.0005) $ |
(in Canadian dollars)
-
ADDITIONAL INFORMATION - CASH FLOWS
The changes in working capital items are detailed as follows:
Nine-month period ended September 30,
2025
2024
$
$
Goods and services tax receivable
(10,373)
(16,442)
Prepaid expenses
1,875
3,481
Trade and other payables
(35,306)
5,306
(43,804)
(7,655)
Non-cash transactions of the statement of financial position are detailed as follows:
Nine-month period ended September 30,
2025 2024
$ $
Trade and other payables relating to exploration and evaluation assets 59 106,609
-
RELATED PARTY TRANSACTIONS
The Company's related parties include a related company and key management as described below. Unless otherwise stated, none of the transactions incorporated special terms and conditions and no guarantees were given or received. Outstanding balances are usually settled in cash.
-
Transactions with key management personnel
Key management personnel of the Company are the president, the chief financial officer, the vice president exploration and directors of the Company. Key management personnel remuneration includes the following expenses:
Three-month period ended
September 30,
Nine-month period ended
September 30,
2025 2024
2025 2024
Short-term employee benefits
$ $
$ $
Salaries including bonuses and benefits
-
-
- -
Consulting fees
-
-
- 14,450
Social security costs
-
-
- -
Total short-term employee benefits
-
-
-
14,450
Share-based payments
1,470
7,324
3,097
35,996
Total remuneration
1,470
7,324
3,097
50,446
(in Canadian dollars)
-
Transactions with key management personnel
-
CAPITAL MANAGEMENT POLICIES AND PROCEDURES
The Company's capital management objectives are:
to ensure the Company's ability to continue as a going concern;
to increase the value of the assets of the business; and
to provide an adequate return to the shareholders.
These objectives will be achieved by identifying the right exploration projects, adding value to these projects and ultimately taking them through to production or sale and cash flow, either with partners or by the Company's own means.
The Company monitors capital on the basis of the carrying amount of equity.
The Company is not exposed to any externally imposed capital requirements except when the Company issues flow-through shares for which an amount should be used for exploration work. See all the details in Note 8 and the statement of changes in equity.
The Company finances its exploration and evaluation activities principally by raising additional capital either through private placements or public offerings. When financing conditions are not optimal, the Company may enter into option agreements or other solutions to continue its activities or may slow its activities until conditions improve.
- CONTINGENCIES AND COMMITMENTS
The Company is partially financed through the issuance of flow-through shares and, according to tax rules regarding this type of financing, the Company is engaged in realizing mining exploration work.
These tax rules also set deadlines for carrying out the exploration work, which must be performed no later than the earlier of the following dates:
Two years following the flow-through placements;
One year after the Company has renounced the tax deductions relating to the exploration work.
However, there is no guarantee that the Company's exploration expenses will qualify as Canadian exploration expenses, even if the Company is committed to taking all the necessary measures in this regard. Refusal of certain expenses by the tax authorities would have a negative tax impact for investors.
During the year ended December 31, 2022, the Company received an amount of $650,000 following flow-through investments for which it waived tax deductions on December 31, 2022, for the benefit of investors. Management had to spend these amounts before December 31, 2023. During the spring-summer 2023 period, access to our properties was impossible due to forest fires, which is why as of December 31, 2023, there was still a balance of $221,144 to spend in relation to these flow-through investments. See Note 7. As of September 30, 2025, the balance is $0.
During the nine-month period ended September 30, 2025, the Company received $153,000 from a flow-through private placement. Management will have to spend this amount before December 31, 2026. As of September 30, 2025, the balance is $38,579.
