Financials (Fortune Bay Corp. FS 2025 SEDAR copy 28FINAL 29)

Consolidated Financial Statements December 31, 2025 and 2024 (expressed in Canadian dollars)

Management's Responsibility for Financial Reporting

The accompanying consolidated financial statements of Fortune Bay Corp. (the "Company") have been prepared by the Company's management. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada ("GAAP") as set out in the Chartered Professional Accountants of Canada Handbook - Accounting ("CPA Handbook") which incorporates International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards") and include certain amounts and assumptions that are based on management's best estimates and have been derived with careful judgment. Internal control systems are maintained by management to provide reasonable assurances that assets are safeguarded and financial information is reliable.

The Board of Directors of the Company is responsible for ensuring that management fulfils its responsibilities for financial reporting and is ultimately responsible for reviewing and approving the consolidated financial statements and the accompanying management discussion and analysis. The Board of Directors carries out this responsibility principally through its Audit Committee.

The Audit Committee is appointed by the Board of Directors and a majority of its members are independent directors. It meets with the Company's management and auditors and reviews internal control and financial reporting matters to ensure that management is properly discharging its responsibilities before submitting the consolidated financial statements to the Board of Directors for approval.

PricewaterhouseCoopers LLP, appointed as the Company's external auditors by the shareholders, has examined these consolidated financial statements and their report follows.

(signed) "Dale Verran" (signed) "Patrick McGrath"

Chief Executive Officer Chief Financial Officer

Halifax, Nova Scotia Halifax, Nova Scotia

To the Shareholders of Fortune Bay Corp.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Fortune Bay Corp. and its subsidiaries (together, the Company) as at

December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).

The Company's consolidated financial statements comprise:

• the consolidated statements of financial position as at December 31, 2025 and 2024;

• the consolidated statements of loss and comprehensive loss for the years then ended;

• the consolidated statements of changes in equity for the years then ended;

• the consolidated statements of cash flows for the years then ended; and

• the notes to the consolidated financial statements, comprising material accounting policy information and other explanatory information.

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 consolidated financial statements section of our report.

PricewaterhouseCoopers LLP

Sun Life Centre, 99 Bank Street, Suite 710 Ottawa, Ontario, Canada K1P 1E4

T.: +1 613 237 3702, F.: +1 613 237 3963

Fax to mail: ca_ottawa_main_fax@pwc.com

"PwC" refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements.

We draw attention to note 1 to the consolidated financial statements, which describes events or conditions that indicate the existence of a material uncertainty that may cast significant doubt about 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 consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated 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 uncertainty related to going concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.

Assessment of impairment indicators of exploration and evaluation as sets

Refer to note 2 - Material accounting policies, note 3 - Critical accounting estimates and judgments and note 7 - Exploration and evaluation assets to the consolidated financial statements.

The total book value of exploration and evaluation assets amounted to $24.9 million as at December 31, 2025. At the end of each reporting period, the Company assesses each of its exploration and evaluation assets to determine whether any indication of impairment or indicators of a reversal of a previously recorded impairment exist. Judgment is required in determining whether indicators of impairment exist, including

Our approach to addressing the matter included the following procedures, among others:

• Assessed the judgment by management in determining the impairment indicators, which included the following:

− Obtained, for a sample of claims, by reference to government registries, evidence to support (i) the right to explore the area, and (ii) claim expiration dates.

− Read board minutes and obtained budget approvals to evidence continued and planned substantive expenditures on further exploration and evaluation activities, which included evaluating the results of the current year work programs.

factors such as the period for which the Company has the right to explore, expected renewals of exploration rights, whether

substantive expenditures on further exploration and evaluation of resource properties are budgeted and results of exploration and evaluation activities on the exploration and evaluation

assets. Where an indicator of impairment or an indicator of a reversal of a previously recorded impairment exists, a formal estimate of the recoverable amount is made, which is

considered to be the higher of the fair value less costs to sell and value in use. No indicators of impairment or impairment reversals were noted during the year ended December 31, 2025.

We considered this a key audit matter due to (i) the

significance of the exploration and evaluation assets, (ii) the judgments by management in their assessment of indicators of impairment related to exploration and evaluation assets, and

(iii) the high degree of subjectivity in performing procedures related to the judgments applied by management.

− Assessed whether other facts and circumstances suggest that the carrying amount may exceed the

recoverable amount, based on evidence obtained in other areas of the audit.

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

Our opinion on the consolidated 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 consolidated 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 consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

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.