Annual Financial Statements - October 31, 2025 FS

(Expressed in Canadian Dollars)

To the Shareholders of Edgemont Gold Corp.

We have audited the consolidated financial statements of Edgemont Gold Corp. (the "Company"), which comprise the consolidated statements of financial position as at October 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 October 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 incurred a net loss of $2,049,898 during the year ended October 31, 2025 and, as of that date, the Company' had an accumulated deficit of $3,493,335. 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 Heather McGhie.

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, BC February 12, 2026

NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS (Note 1) SUBSEQUENT EVENTS (Note 13)

Approved and authorized for issue on behalf of the Board on February 12, 2026.

"Stuart Rogers" Director "Joseph Campbell" Director

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

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

(Expressed in Canadian dollars)

Common Shares

Note Number of

Shares Amount

Share-based payment reserve

Warrant

reserve Deficit Total

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

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

1. NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

   Edgemont Gold Corp. (the "Company") was incorporated on August 2, 2018 under the laws of British Columbia under the name Edgemont Resource Corp. On January 30, 2020, the Company changed its name to Edgemont Gold Corp. On June 2, 2025, the Company incorporated 2717194 Alberta Ltd. The address of the Company's corporate office and its principal place of business is 9thFloor - 1021 West Hastings Street, Vancouver, B.C. V6E 0C3. The Company's shares are listed on the Canadian Securities Exchange ("CSE") under the symbol "EDGM".

   The Company's principal business activities include the acquisition and exploration of mineral property assets. As at October 31, 2025 the Company had not yet determined whether the Company's mineral property assets contain ore reserves that are economically recoverable. The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete the development of and the future profitable production from the property or realizing proceeds from its disposition. The outcome of these matters cannot be predicted at this time.

   During the year ended October 31, 2025, the Company incurred a net loss of $2,049,898 and has an accumulated deficit of $3,493,335 as at October 31, 2025. The Company has not yet begun to generate revenues and its operations have been funded by the issuance of equity. The Company's ability to continue its operations and to realize its assets at their carrying values is dependent upon obtaining additional financing and generating revenues sufficient to cover its operating costs. These circumstances indicate the existence of a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern.

   These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in these financial statements. These adjustments could be material.

2. MATERIAL ACCOUNTING POLICY INFORMATION

   These consolidated financial statements were authorized for issue in accordance with a resolution from the Board of Directors on February 12, 2026.

   1. Statement of compliance

      These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") in effect for the year ended October 31, 2025.

   2. Basis of presentation and consolidation

      These consolidated financial statements have been prepared on the historical cost basis, with the exception of financial instruments which are measured at fair value, as explained in the accounting policies set out below. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

      The accounting policies set out below have been applied consistently to all periods presented in these financial statements.

      These consolidated financial statements comprise the accounts of the Company and its wholly owned subsidiary, 2717194 Alberta Ltd., which has no ongoing operations. All intercompany transactions and balances have been eliminated on consolidation.

      These consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company and its subsidiary.

      2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

   3. Cash equivalents

      Cash equivalents include short term deposits with an original maturity of three months or less, which are readily convertible into a known amount of cash.

   4. Exploration and evaluation assets

      All costs related to the acquisition, exploration and development of mineral properties are capitalized.

      Management annually assesses carrying values of exploration and evaluation assets for which events and circumstances may indicate possible impairment. Impairment of a property is generally considered to have occurred if the property has been abandoned, the Company's legal right to explore has expired, there are unfavourable changes in the property economics, there are restrictions on development, when further exploration work is neither budgeted nor planned or when there has been an undue delay in development, which exceeds three years.

      The recoverability of mineral properties and exploration and development costs is dependent on the existence of economically recoverable reserves, the ability to obtain the necessary financing to complete the development of the reserves, and the profitability of future operations. The Company has not yet determined whether or not any of its future mineral properties contain economically recoverable reserves. Amounts capitalized to mineral properties as exploration and development costs do not necessarily reflect present or future values.

      When options are granted on mineral properties or properties are sold, proceeds are credited to the cost of the property. If no future capital expenditure is required and proceeds exceed costs, the excess proceeds are reported as a gain.

   5. Share-based payments

      Share-based payments to employees and others providing similar services are measured at the estimated fair value of the instruments issued on the grant date and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The amount recognized as an expense is adjusted to reflect the number of awards expected to vest. The offset to the recorded cost is to equity settled share-based payments reserve.

      Consideration received on the exercise of stock options is recorded as share capital and the related equity settled share-based payments reserve is transferred to share capital. Charges for options that are forfeited before vesting are reversed from equity settled share-based payment reserve.

   6. Flow-through shares

      The resource expenditure deductions for income tax purposes related to exploration and development activities funded by flow-through share arrangements are renounced to investors in accordance with Canadian tax legislation. On issuance, the premium recorded on the flow-through share, being the difference in price over a common share with no tax attributes, is recognized as a liability. As expenditures are incurred, the liability associated with the renounced tax deductions is recognized through profit and loss based on a pro-rata portion of the deferred premium.

      To the extent that the Company has deferred tax assets in the form of tax loss carry-forwards and other unused tax credits as at the reporting date, the Company may use them to reduce its deferred tax liability relating to tax benefits transferred through flow-through shares.

      2. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

   7. Decommissioning, restoration and similar liabilities

      An obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the exploration or development of a mineral property interest. Such costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying amount of the asset, along with a corresponding liability as soon as the obligation to incur such costs arises. The timing of the actual rehabilitation expenditure is dependent on a number of factors such as the life and nature of the asset, the operating license conditions and, when applicable, the environment in which the mine operates.

      Discount rates using a pre-tax rate that reflects the time value of money are used to calculate the net present value. These costs are charged against profit or loss over the economic life of the related asset, through amortization using either the units-of-production or the straight-line method. The corresponding liability is progressively increased as the effect of discounting unwinds creating an expense recognized in profit or loss.

      Decommissioning costs are also adjusted for changes in estimates. Those adjustments are accounted for as a change in the corresponding capitalized cost, except where a reduction in costs is greater than the unamortized capitalized cost of the related assets, in which case the capitalized cost is reduced to nil and the remaining adjustment is recognized in profit or loss.

      The operations of the Company have been, and may in the future be, affected from time to time in varying degree by changes in environmental regulations, including those for site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company are not predictable.

      The Company has no material restoration, rehabilitation and environmental obligations as the disturbance to date is immaterial.

   8. Income (loss) per share

      The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the income (loss) attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. The treasury stock method is used for the calculation of diluted income per share, whereby all "in the money" stock options and share purchase warrants are assumed to have been exercised at the beginning of the period and the proceeds from their exercise are assumed to have been used to purchase common shares at the average market price during the period. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive.

   9. Income taxes

      Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the period end date, and includes any adjustments to tax payable or receivable in respect of previous years.

      Deferred income taxes are recorded using the liability method whereby deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

      1. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

         1. Income taxes (continued)

      Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the statement of financial position date. Deferred tax is not recognized for temporary differences which arise on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting, nor taxable profit or loss.

      A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each period end date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

   10. Financial instruments

       The following is the Company's accounting policy for financial instruments under IFRS 9:

       1. Classification

          The Company classifies its financial instruments in the following categories: at fair value through profit and loss ("FVTPL"), at fair value through other comprehensive income (loss) ("FVTOCI") or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company's business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL.

          For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

          The following table shows the classification under IFRS 9:

          Financial assets and liabilities Classification IFRS 9

          Cash

          Reclamation deposits

          FVTPL FVTPL

          Due from Laiva Gold Inc. Amortized cost

          Loan receivable Amortized cost

          Accounts payable Amortized cost

          Advances payable Amortized cost

       2. Measurement

          Financial assets and liabilities at amortized cost

          Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

          Financial assets and liabilities at FVTPL

          Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of comprehensive loss in the period in which they arise.

          1. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

             1. Financial instruments (continued)

       3. Impairment of financial assets at amortized cost

          The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements of comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

       4. Derecognition

Financial assets

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.

Financial liabilities

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.

The carrying amount of the Company's non-financial assets (which include exploration and evaluation assets) is reviewed at each reporting date to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in profit or loss.

The recoverable amount of assets is the greater of an asset's fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

1. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

   1. Impairment of non-financial assets (continued)

      An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount. Any reversal of impairment cannot increase in the carrying value of the asset to an amount higher than the carrying amount that would have been determined as had no impairment loss been recognized in previous years.

   2. Share capital

      Common shares are classified as equity. Common shares issued for non-monetary consideration are measured based on the market rate on the date the shares are issued. The proceeds from the sale of units are allocated between common shares and warrants based on the residual value method. Under this method, the proceeds are allocated first to share capital based on the fair value of the common shares at the time the units are issued and any residual value is allocated to the warrants reserve. Consideration received for the exercise of warrants is recorded in share capital and any related amount recorded in reserve is transferred to share capital.

   3. Share issuance costs

      Professional, consulting, regulatory and other costs directly attributable to financing transactions are recorded as deferred financing costs until the financing transactions are completed, if the completion of the transaction is considered likely; otherwise they are expensed as incurred. Share issuance costs are charged to share capital when the related shares are issued. Deferred financing costs related to financing transactions that are not completed are expensed.

2. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS

   The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

   Significant assumptions about the future and other sources of estimation uncertainty that management has made at the financial position reporting date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

   Significant accounting estimates

   1. the assessment of indications of impairment of the exploration and evaluation assets and related determination of the net realizable value and impairment of the exploration and evaluation assets where applicable;

   2. the collectability of the loan receivable,

   3. the assessment of fair value of share-based payments and equity-based compensation; and

   4. the measurement of deferred income tax assets and liabilities.

   Significant accounting judgments

   1. the determination of categories of financial instruments; and

   2. the evaluation of the Company's ability to continue as a going concern.

3. NEW ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

In April 2024, the IASB issued IFRS 18, Presentation and Disclosures in Financial Statements, to replace IAS 1, Presentation of Financial Statements, effective January 1, 2027, with early adoption permitted. The new standard is aimed to set out overall requirements for presentation and disclosures in the financial statements. Management is reviewing the impact the standard will have on the consolidated financial statements.

In May 2024, the IASB issued amendments to IFRS 9, Financials Instruments, and IFRS 7, Financial Instruments Disclosures to address the classification and measurement of financial instruments, with an emphasis to clarify the date of recognition and derecognition of financials asset and liabilities, effective January 1, 2026, with early adoption permitted. Management is reviewing the impact of these amendments, but they are not expected to have a material impact on the consolidated financial statements.

Write-down Dungate, October 31, 2025 $ (1,457,504)

Total Balance Dungate, October 31, 2025 $ 1

The Optionors of the Dungate Creek Property will retain a 2% Net Smelter Returns royalty on the Property. The Company has the right to purchase 1% of the royalty for $1,000,000 for each of the Dungate Creek and Mike properties at any time prior to the commencement of commercial production.

As at October 31, 2025, the Company held $16,000 (October 31, 2024 - $16,000) in reclamation bonds for indemnification on any site restoration cost required on the Dungate Property.

During the year ended October 31, 2025, the Company wrote-down $1,457,504 of mineral exploration costs as the Company had not budgeted or planned any further exploration programs.

1. LAIVA GOLD INC AGREEMENT

   Pursuant to an agreement dated January 23, 2025, the Company paid $250,000 for exclusivity rights concerning a potential business transaction between the Company and Laiva Gold Inc. ("Laiva").

   On June 4, 2025, the Company announced that it had entered into an acquisition agreement (the "Merger Agreement") dated June 4, 2025 with Laiva, an Alberta private company, whereby the Company will acquire all the issued and outstanding common shares of Laiva from the shareholders of Laiva (the "Transaction"). As consideration under the Transaction, the Company will issue such number of post-Consolidation (as defined below) common shares of the Company (each, a "Consideration Share") to the shareholders of Laiva as is equal to the total number of shares of Laiva outstanding immediately prior to the closing of the Transaction (the "Closing"). It is anticipated that the Company will complete a share consolidation on a three-for-one (3:1) basis (the "Consolidation") immediately prior to the Closing. Laiva will pay a termination fee of $500,000 to the Company if Laiva is not able to obtain Laiva shareholder approval or if Laiva is in breach of its representations, warranties or covenants pursuant to the terms of the Merger Agreement.

   Pursuant to a promissory note agreement dated February 20, 2025, as amended on September 30, 2025 and December 18, 2025, the Company advanced to Laiva an unsecured loan in the principal amount of $750,000 (the "Bridge Loan"). The Bridge Loan bears simple interest at a rate of 5% per annum and will mature on February 28, 2026. As at October 31, 2025, the Company has recognized accrued interest of $26,096 which has been included in Amounts Receivable.

   As at October 31, 2025, the Company had advanced a further $664,465 to Laiva to cover exploration costs related to its project in Finland. These advances are unsecured, non-interest bearing and due on demand.

2. ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND ADVANCES PAYABLE

   	October 31, 2025	October 31, 2024
   Accounts payable	$ 164,400	$ 105
   Accrued liabilities	24,000	22,000
   Total	$ 188,400	$ 22,105
   	October 31, 2025	October 31, 2024
   Advances payable	385,100	-
   Total	$ 385,100	$ -

   The Company has received advances payable that are unsecured, non-interest bearing and due on demand.

3. SHARE CAPITAL

   1. Authorized:

      The Company is authorized to issue an unlimited number of common shares without par value.

   2. Issued and Outstanding as at October 31, 2025: 29,488,294 (October 31, 2024: 17,088,294) common shares.

      For the year ended October 31, 2025, the Company had the following share capital transactions:

      1. On February 12, 2025, the Company closed a non-brokered private placement of 8,500,000 units at $0.05 per unit for gross proceeds of $425,000. Each unit is comprised of one common share and one warrant, with each warrant entitling the holder to purchase an additional common share at an exercise price of $0.05 per share until February 12, 2028. The Company paid $14,438 in share issuance costs in relation to this issuance.

      2. During the year ended October 31, 2025, 3,800,000 warrants at $0.08 per share were exercised for proceeds of $304,000.

      3. During the year ended October 31, 2025, 100,000 options at $0.065 per share were exercised for proceeds of $6,500. The weighted average share price on exercise of stock options was $0.15.

         For the year ended October 31, 2024, there were no share capital transactions.

   3. Share purchase warrants

      The following is a summary of the changes in the Company's share purchase warrants for the years ended October 31, 2025 and October 31, 2024:

      	Number of warrants	Expiry	Weighted Average Exercise Price	Weighted Average Exercise Period (years)
      October 31, 2023 and 2024	3,800,000		$ 0.08	0.42
      Exercised	(3,800,000)		$ 0.08	-
      Granted	8,500,000		$ 0.05	3.00
      October 31, 2025	8,500,000		$ 0.05	2.28

      As at October 31, 2025, the following warrants were outstanding:

      Expiry Number of warrants Weighted Average Exercise Price

      Weighted Average Exercise Period (years)

      February 12, 2028*	8,500,000	$0.05	2.28
      	8,500,000	$ 0.05	2.28
      * See subsequent event Note 13.

      1. SHARE CAPITAL (continued)

   4. Stock Options

The following is a summary of the changes in the Company's stock options for the years ended October 31, 2025 and October 31, 2024:

The Company applies the fair value method in accounting for its stock options applying the Black-Scholes Option Pricing Model using the following weighted average estimates:

For the purposes of estimating the fair value of options using Black-Scholes Option Pricing Model, certain assumptions are made such as expected dividend yield, volatility of the market price of the Company's shares, risk-free interest rates and expected average life of the options.

As at October 31, 2025, the following options were outstanding and exercisable:

* See subsequent event Note 13.

1. RELATED PARTY BALANCES AND TRANSACTIONS

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

   The Company has incurred the following key management personnel cost from related parties:

   	Year ended October 31, 2025	Year ended October 31, 2024
   Management fees	$ 56,000	$ 60,000
   Professional fees	26,000	18,000
   Share-based payments	-	39,318
   Total	$ 82,000	$ 117,318

   Management fees were incurred from a private company controlled by the Chief Executive Officer of the Company. Professional fees were incurred from a private company controlled by the Chief Financial Officer of the Company. Key management includes directors and key officers of the Company, including the President, Chief Executive Officer and Chief Financial Officer.

   During the year ended October 31, 2025, the Company recognized share-based payments expenses totaling $Nil (October 31, 2024 - $39,318) relating to stock options granted to directors and officers of the Company.

2. MANAGEMENT OF CAPITAL

   The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to pursue the sourcing and exploration of its resource properties. The Company does not have any externally imposed capital requirements to which it is subject.

   The Company considers the aggregate of its share capital and deficit as capital. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or dispose of assets or adjust the amount of cash.

3. FINANCIAL INSTRUMENTS AND FINANCIAL RISK

International Financial Reporting Standards 7, Financial Instruments: Disclosures, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

1. FINANCIAL INSTRUMENTS AND FINANCIAL RISK (continued)

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

   Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

   Fair Value of Financial Instruments

   The Company's financial assets include cash and is classified as Level 1. The carrying value of these instruments approximates their fair values due to the relatively short periods of maturity of these instruments.

   Assets measured at fair value on a recurring basis were presented on the Company's statements of financial position as at October 31, 2025 are as follows:

   Fair Value Measurements Using

   Quoted Prices in	Significant
   Active Markets	Other	Significant
   For Identical	Observable	Unobservable
   Instruments	Inputs	Inputs
   (Level 1)	(Level 2)	(Level 3) Total

   Cash $ 8,766 $ - $ - $8,766

   Fair value

   The fair value of the Company's financial instruments approximates their carrying value as at October 31, 2025 because of the demand nature or short-term maturity of these instruments.

   Financial risk management objectives and policies

   The Company's financial instruments include cash, due from Laiva Gold Inc, loan receivable, accounts payable and advances payable. The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.

   1. Currency risk

      The Company's expenses are denominated in Canadian dollars. The Company's corporate office is based in Canada and current exposure to exchange rate fluctuations is minimal.

      The Company does not have any significant foreign currency denominated monetary liabilities. The principal business of the Company is the exploration and evaluation of mineral properties. The Company is not exposed to significant foreign currency risk.

   2. Interest rate risk

      The Company is exposed to interest rate risk on the variable rate of interest earned on bank deposits. The fair value interest rate risk on bank deposits is insignificant as the deposits are short-term.

      The Company has not entered into any derivative instruments to manage interest rate fluctuations.

      11. FINANCIAL INSTRUMENTS AND FINANCIAL RISK (continued)

   3. Credit risk

      Credit risk is the risk of loss associated with the counterparty's inability to fulfill its payment obligations. Financial instruments that potentially subject the Company to concentrations of credit risks consist principally of cash, amounts receivable, due from Laiva Gold Inc. and loan receivable. To minimize the credit risk the Company places these instruments with a high quality financial institution. The majority of cash is deposited in a bank account held with a major Canadian bank. The Company has secondary exposure to credit risk on its amounts receivable. This risk is minimal as receivables consist primarily of refundable goods and services taxes owing from the Government of Canada and exploration tax credits owing from the Government of British Columbia. For amounts due from Laiva Gold Inc., the parties are anticipating closing the Transaction (Note 6) which would result in the consolidation of these two entities.

   4. Liquidity risk

In the management of liquidity risk of the Company, the Company maintains a balance between continuity of funding and the flexibility through the use of borrowings. Management closely monitors the liquidity position and expects to have adequate sources of funding to finance the Company's projects and operations. The Company's liquidity risk has been assessed as high.

12. INCOME TAXES

The income tax provisions differ from the expected amounts calculated by applying Canadian combined federal and provincial corporate income tax rates to the Company's loss before income taxes. The components of these differences are as follows:

12. INCOME TAXES (continued)

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

As at October 31, 2025, the Company had the following non-capital losses that may be applied against future income for Canadian income tax purposes.

As at October 31, 2025, the Company had $603,144 (2024 - $596,978) in exploration and evaluation asset pools that may be applied against future income for Canadian income tax purposes.

13. SUBSEQUENT EVENTS

During December 2025, 475,000 options at an exercise price of $0.10 were exercised for proceeds of

$47,500.

December 2025, 400,000 options at an exercise price of $0.065 were exercised for proceeds of

$26,000.

December 2025, 900,000 warrants at an exercise price of $0.05 were exercised for proceeds of

$45,000.

On December 18, 2025, the Merger Agreement was amended to extend the deadline for closing the Transaction to February 28,2026. The maturity date of the Bridge Loan was also extended to February 28, 2026 (Note 6).