Geodrill LimitedTSX: GEO

Q3 consolidated financial statements (q3 fs 2025 final)

· Issued by Geodrill Limited
GEODRILL LIMITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2025 and 2024

(unaudited)

(in United States dollars)

CONTENTS Page

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 2

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME 3

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 4

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS 5

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 6-25

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

September 30,

December 31,

2025

2024

Note

US$

US$

Assets

Non-current assets

Property, plant and equipment

8

74,067,996

71,371,173

Right-of-use assets

9

1,269,522

1,311,397

Total non-current assets

75,337,518

72,682,570

Current assets

Financial assets at fair value through profit or loss

10

4,580,559

6,469,704

Inventories

11

35,899,494

36,687,134

Prepayments

2,742,329

2,363,954

Trade and other receivables

12

37,890,576

30,237,595

Cash

21,577,742

13,051,518

Total current assets

102,690,700

88,809,905

Total assets

178,028,218

161,492,475

Equity and liabilities

Equity

Share capital

28,568,250

28,547,515

Share-based payment reserve

3,850,818

3,946,719

Retained earnings

97,077,825

87,382,062

Capital and reserves attributable to owners of

Geodrill Limited

129,496,893

119,876,296

Non-controlling interests

13

(652,572)

(349,534)

Total equity

128,844,321

119,526,762

Liabilities

Non-current liabilities

Deferred tax liability

7(iv)

1,902,520

1,837,104

Loans payable

14

2,363,058

2,329,847

Lease liabilities

168,131

412,278

Total non-current liabilities

4,433,709

4,579,229

Current liabilities

Trade and other payables

15

30,475,185

25,013,065

Loans payable

14

8,115,800

7,910,585

Lease liabilities

819,913

707,447

Taxes payable

7(ii)

5,339,290

3,755,387

Total current liabilities

44,750,188

37,386,484

Total equity and liabilities

178,028,218

161,492,475

Contingency

23

As at September 30, 2025 and December 31, 2024

2

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

For the three and nine months ended September 30, 2025 and 2024

Three-month period Nine-month period

ended September 30 ended September 30

Note

2025

US$

2024

US$

2025

US$

2024

US$

Revenue

38,966,876

34,091,221

138,068,755

109,934,652

Cost of sales

6

(36,606,619)

(25,740,107)

(110,207,937)

(81,418,108)

Gross profit

2,360,257

8,351,114

27,860,818

28,516,544

Selling, general and administrative expenses

6

(4,823,209)

(3,877,600)

(14,431,908)

(12,193,078)

Expected lifetime credit recovery / (loss)

12

106,710

(215,744)

(70,943)

(592,896)

Foreign exchange gain / (loss)

767,267

285,912

1,575,115

(225,814)

Other income

10

1,844,640

30,925

3,899,614

81,273

Results from operating activities

255,665

4,574,607

18,832,696

15,586,029

Finance income

13,628

26,161

39,085

41,445

Finance costs

(318,136)

(278,246)

(877,716)

(792,242)

Income before taxation

(48,843)

4,322,522

17,994,065

14,835,232

Income tax expense

7(i)

(1,458,594)

(1,711,641)

(8,601,340)

(5,272,526)

(Loss) / income and total comprehensive

(loss) / income for the period

(1,507,437)

2,610,881

9,392,725

9,562,706

(Loss) / income and total comprehensive

(loss) / income for the period is attributable

to:

Owners of Geodrill Limited

(1,356,435)

2,680,216

9,695,763

9,660,018

Non-controlling interests

(151,002)

(69,335)

(303,038)

(97,312)

(1,507,437)

2,610,881

9,392,725

9,562,706

(Loss) / earnings per share

Basic

20(i)

$(0.03)

$0.06

$0.21

$0.21

Diluted

20(ii)

$(0.03)

$0.06

$0.20

$0.20

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

For the nine months ended September 30, 2025 and 2024

Share

Capital

Payment

Reserve

Retained

Earnings

controlling

interests

Total

Equity

US$

US$

US$

US$

US$

Balance at January 1, 2025

28,547,515

3,946,719

87,382,062

(349,534)

119,526,762

Income and total comprehensive income for the period

-

-

9,695,763

(303,038)

9,392,725

Equity-settled stock options

20,735

(9,035)

-

-

11,700

Cash-settled stock options

-

(253,352)

-

-

(253,352)

Issuance of stock options

-

166,486

-

-

166,486

Balance at September 30, 2025

28,568,250

3,850,818

97,077,825

(652,572)

128,844,321

Balance at January 1, 2024

28,258,711

3,735,982

78,123,286

(154,540)

109,963,439

Income and total comprehensive income for the period

-

-

9,660,018

(97,312)

9,562,706

Equity-settled stock options

288,804

(65,733)

-

-

223,071

Share-based payment expense

-

232,521

-

-

232,521

Balance at September 30, 2024

28,547,515

3,902,770

87,783,304

(251,852)

119,981,737

Attributable to owners of Geodrill Limited Share-based

Non-

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended September 30, 2025 and 2024

September 30,

2025

September 30,

2024

US$

US$

Cash flows from operating activities

Income before taxation

17,994,065

14,835,232

Adjustments for:

Depreciation expense

12,931,622

9,370,244

Movement in expected lifetime credit losses

70,943

592,896

Change in provision for inventory obsolescence

506,781

107,941

Share-based payment expense

645,539

232,521

Finance income

(39,085)

(41,445)

Finance costs

877,716

792,242

Gains on financial assets at fair value through profit and loss

(3,899,614)

(81,273)

Unrealized foreign exchange (gain) / loss

(2,561,135)

386,113

26,526,832

26,194,471

Disposals of financial assets at fair value through profit and loss

5,838,712

(255,630)

Change in inventories

280,859

(20,569)

Change in prepayments

(378,375)

(3,627,983)

Change in trade and other receivables

(7,773,877)

(8,016,183)

Change in trade and other payables

5,636,323

1,749,916

30,130,474

16,024,022

Finance income received

39,085

7,836

Finance costs paid

(878,912)

(769,386)

Income taxes paid

(6,952,021)

(2,922,199)

Net cash generated from operating activities

22,338,626

12,340,273

Investing activities

Purchase of property, plant and equipment

(13,525,157)

(11,939,271)

Net cash used in investing activities

(13,525,157)

(11,939,271)

Financing activities

Loans received

10,500,000

10,838,722

Loan payments

(10,261,574)

(12,025,221)

Lease liabilities payments

(790,986)

(613,494)

Cash-settled stock options

(720,705)

-

Cash received on exercise of options

-

223,071

Net cash used in financing activities

(1,273,265)

(1,576,922)

Effect of movement in exchange rates on cash

986,020

(160,299)

Net increase / (decrease) in cash

8,526,224

(1,336,219)

Cash at beginning of the period

13,051,518

15,638,682

Cash at end of the period

21,577,742

14,302,463

  1. GENERAL INFORMATION

    Geodrill Limited (the "Company" or "Geodrill") is a company registered and domiciled in the Isle of Man. The address of the Company's registered office is Ragnall House, 18 Peel Road, Douglas, Isle of Man, IM1 4LZ. The unaudited condensed interim consolidated financial statements of the Company for the periods ended September 30, 2025 and 2024 comprise the interim financial statements of the Company and its wholly owned subsidiaries, Geodrill Ghana Ltd, Geodrill Mauritius Limited, Geodrill Cote d'Ivoire SARL, Drilling Services Malta Limited, Vannin Resources, Unipessoal Limitada, Geodrill Sondagens LTDA, Silver Back Egypt for Mining and Drilling Services S.A.E., Geodrill for Leasing and Specialized Services Freezone LLC, Geodrill Leasing Company Limited, Geodrill Senegal SARL, Company AL-TANQIB AL-MUTAKHIS For Mining LLC, Geodrill Zambia Limited being Geodrill Limited's registered foreign Zambian operating entity, Geodrill BF being Geodrill Cote d'Ivoire SARL's registered foreign Burkina Faso operating entity, Geodrill Mali being Geodrill Cote d'Ivoire SARL's registered foreign Mali operating entity, Geodrill Mauritius Egypt Branch Limited being Geodrill Mauritius Limited's registered foreign Egypt operating entity, Recon Drilling S.A.C. of which the Company owns a 95% shareholding, Recon Drilling Chile SPA of which the Company owns a 95% shareholding and Geo-Drill SARL of which the Company owns a 95% shareholding, GTS Drilling Ltd a company under common control, collectively referred to as the "Group".

    The Group is primarily a provider of mineral exploration drilling services. These unaudited condensed interim consolidated financial statements were approved and authorized for issuance by the Board of Directors of Geodrill on November 12, 2025.

  2. BASIS OF PREPARATION
    1. Statement of compliance

      These unaudited condensed interim consolidated financial statements for the three months ended September 30, 2025 have been prepared in accordance with IAS 34, Interim Financial Reporting, on a basis consistent with the accounting policies as presented in Note 2 disclosed in the Company's audited consolidated financial statements for the year ended December 31, 2024. Certain information and footnote disclosure normally included in annual financial statements prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS") has been omitted or condensed. The accounting policies applied in these unaudited condensed interim consolidated financial statements are consistent with those applied in the preparation of, and disclosed in, the consolidated annual financial statements for the year ended December 31, 2024.

    2. Basis of measurement

      The unaudited condensed interim consolidated financial statements are prepared on the historical cost basis except where otherwise stated.

    3. Functional and presentation currency

      The unaudited condensed interim consolidated financial statements are presented in United States dollars which is the Group's functional and presentation currency.

      1. BASIS OF PREPARATION (CONTINUED)
    4. Critical accounting estimates and judgments

      In preparing these unaudited condensed interim consolidated financial statements, the significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended December 31, 2024.

    5. Trade receivables

Trade receivables are initially stated at their fair value. The carrying amounts for accounts receivable are net of allowances for doubtful accounts, which represent management's estimate of lifetime expected credit losses ("ECL"). The Group uses the simplified approach to recognizing ECLs for its trade receivables that do not have a significant financing component. The expected credit losses on these financial assets are estimated using a provision matrix based on the Group's historical credit loss experience applied to the aging of receivables, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at each reporting date.

  1. MATERIAL ACCOUNTING POLICIES AND CRITICAL ESTIMATES AND JUDGEMENTS

    These unaudited condensed interim consolidated financial statements have been prepared using the same accounting policies and methods of computation as the annual consolidated financial statements of the Group as at and for the year ended December 31, 2024.

    Critical estimates and judgements applicable to these financial statements remain consistent with those disclosed in the annual consolidated financial statements of the Group as at and for the year ended December 31, 2024.

    Trade receivables are initially recorded at fair value. The carrying amounts for trade accounts receivable are net of lifetime expected credit losses ("ECL"). The measurement of the ECL allowance for trade accounts receivable requires the use of management judgment in choosing estimation techniques, selecting key inputs and making significant assumptions about future economic conditions and credit behavior of the customers, including the likelihood of customers defaulting and the resulting losses.

    Management uses a provision matrix to determine the ECL for trade receivables. The provision matrix is used to estimate future credit losses based on the Group's historical credit loss experience. The ECL determined by the provision matrix is adjusted for current and forward-looking information relating to future economic conditions and factors specific to individual debtors that were identified to be at higher risk of default. Significant judgements are made in determining the adjustments for these factors. There are large aged trade receivable balances for which judgement is required to determine the measurement of the impairment provision at the reporting date.

  2. DETERMINATION OF FAIR VALUES

    A number of the Group's accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Where applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

    The following sets out the Group's basis of determining fair values of:

    1. Trade and other receivables

      The fair value of trade and other receivables approximates their carrying value due to their short term nature.

    2. Cash

      Cash consists of cash at bank and cash on hand. The fair value of cash approximates its carrying values due to its short term nature.

    3. Trade and other payables

      The fair value of trade and other payables approximates their carrying values, due to their short term nature.

    4. Loans payable

      The fair value of the loans payable approximates their carrying value.

    5. Share-based payment transactions

      The fair value of stock options is measured using the Black-Scholes model. Measurement inputs include the share price on the measurement date, exercise price of the instrument, expected volatility, expected term of the instruments (based on historical experience and general option holder behavior), expected dividends, expected forfeiture rates and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions are not taken into account in determining fair values.

    6. Financial assets held at fair value through profit and loss

      Financial assets held at fair value through profit and loss consist of listed equity securities and their fair value is measured using quoted market prices.

  3. SEGMENT REPORTING

    The primary format of operating segments is based on the Group's management and internal reporting structure, which is submitted to the Chief Executive Officer (CEO) who is the Chief Operating Decision Maker. Due to the integrated nature of the Group's operations and re-deployment of drill rigs within Africa, the Group maintains only one operating segment. The Group has operations in South America, however, this is not material to the Group's operations and therefore not considered to be a reportable segment.

    For the three months ended September 30, 2025, three customers individually contributed 10% or more to the Group's revenue. One customer contributed 15%, one customer contributed 11% and one customer contributed 10%.

    For the three months ended September 30, 2024, three customers individually contributed 10% or more to

    the Group's revenue. One customer contributed 17% and two customers contributed 11%.

    For the nine months ended September 30, 2025, one customer individually contributed 10% or more to the

    Group's revenue and that customer contributed 20%.

    For the nine months ended September 30, 2024, three customers individually contributed 10% or more to the Group's revenue. One customer contributed 17%, one customer contributed 16% and one customer contributed 12%.

  4. EXPENSES BY NATURE

    The Group presents certain expenses in the Condensed Interim Consolidated Statements of Comprehensive Income by function. The following table presents those expenses by nature:

    Three month period Nine month period

    ended September 30, ended September 30,

    2025

    US$

    2024

    US$

    2025

    US$

    2024

    US$

    Expenses

    Wages and employee benefits

    15,974,293

    11,197,930

    48,036,796

    35,257,225

    Drill rig expenses

    10,721,113

    8,368,269

    35,368,261

    26,880,347

    External services, contractors and others

    9,247,976

    5,630,771

    24,188,568

    17,895,554

    Depreciation

    3,997,798

    3,054,619

    12,931,622

    9,370,244

    Repairs and maintenance

    1,488,648

    1,366,118

    4,114,598

    4,207,816

    41,429,828

    29,617,707

    124,639,845

    93,611,186

    Three month period Nine month period

    ended September 30, ended September 30,

    2025

    US$

    2024

    US$

    2025

    US$

    2024

    US$

    Cost of sales

    36,606,619

    25,740,107

    110,207,937

    81,418,108

    Selling, general and administrative expenses

    4,823,209

    3,877,600

    14,431,908

    12,193,078

    41,429,828

    29,617,707

    124,639,845

    93,611,186

  5. TAXATION
  1. Income tax expense

    Three month period Nine month period

    ended September 30, ended September 30,

    2025 2024 2025 2024

    US$ US$ US$ US$

    Current tax expense (iii) 2,747,102 2,560,431 8,535,924 6,083,482

    Deferred tax (recovery) / expense (iv) (1,288,508) (848,790) 65,416 (810,956)

    1,458,594 1,711,641 8,601,340 5,272,526

  2. Taxes payable

    Payments

    Balance at during the Charge for Balance at Jan. 1 period the period September 30, US$ US$ US$ US$

    2025 3,755,387 (6,952,021) 8,535,924 5,339,290

    2024 175,401 (2,922,199) 6,083,482 3,336,684

  3. Reconciliation of effective tax rate

    Three month period Nine month period ended September 30, ended September 30,

    2025

    US$

    2024

    US$

    2025

    US$

    2024

    US$

    Income before tax

    (48,843)

    4,322,522

    17,994,065

    14,835,232

    Corporate tax at 25%

    (12,211)

    1,080,631

    4,498,516

    3,708,808

    Add:

    Effect of different rate tax countries

    557,271

    (390,034)

    1,249,659

    (1,158,684)

    Adjustments for current tax of prior years

    250,509

    -

    250,509

    -

    Deferred tax liability on undistributed profits of subsidiaries

    (1,000,000)

    (600,000)

    75,000

    175,000

    Tax effect of amounts that are not deductible in calculating

    taxable income

    (44,833)

    175,628

    463,627

    313,153

    Tax expense before withholding tax

    (249,264)

    266,225

    6,537,311

    3,038,277

    Add:

    510.3%

    6.2%

    36.3%

    20.5%

    Withholding tax

    1,707,858

    1,445,416

    2,064,029

    2,234,249

    Total tax expense

    1,458,594

    1,711,641

    8,601,340

    5,272,526

    Effective tax rate

    (2,986.3)%

    39.6%

    47.8%

    35.5%

    1. TAXATION (CONTINUED)
  4. Deferred tax liability

    September 30, 2025

    US$

    December 31, 2024

    US$

    Balance at January 1

    (1,837,104)

    (1,619,574)

    Charge for the period

    (65,416)

    (217,530)

    Balance at end of the period

    (1,902,520)

    (1,837,104)

  5. Recognized deferred tax assets and liabilities and movement in the period

    Deferred tax assets and liabilities are attributable to the following:

    September 30, 2025

    US$

    December 31, 2024

    US$

    Tax losses carried forward (1)

    3,630,521

    2,748,972

    Deferred tax asset not recognized (2)

    (3,460,748)

    (2,183,322)

    Deferred tax on undistributed profits

    (75,000)

    (100,000)

    Property, plant and equipment

    (2,222,146)

    (2,509,187)

    Provision for inventory obsolescence

    224,853

    206,433

    Total

    (1,902,520)

    (1,837,104)

    (1)The Group has tax losses in numerous jurisdictions that are available for the years December 31, 2025 through December 31, 2029.

    (2)Deferred tax assets in numerous jurisdictions have not been recognized in the financial statements because it is not probable that future taxable profit will be available against which the Group can utilize the related tax benefits. Deferred tax assets have been recognized where it is considered probable that the Group will generate sufficient future taxable income to utilize the related tax benefits.

  6. Tax, Customs and Transfer Pricing audits

The Group has received a formal notice of recovery from a tax authority in one jurisdiction for tax amounts owing for the years 2022 to 2024. The notice of recovery is for missing payments in the amount of CFA4,714,639,248 (US$8.44M) with an additional amount of penalties of CFA4,714,639,248 (US$8.44M) amounting to a total amount of CFA9,429,278,496 (US$16.9M). The Group has obtained all of the remittance certificates from the tax authority's tax platform indicating that the missing payments have been remitted. As at the date of these financial statements, the Group has formally objected to the notice of recovery and is in discussions with the tax authorities and the Ministere des Finances. Based on the information obtained to date, management believes that its position is defensible and will continue to evaluate additional information as it becomes available on the matter.

Management believes for all other matters that the ultimate amount of liability, if any, for any pending assessments (either alone or combined) would not materially affect the Group's operations, liquidity or financial position taken as a whole. However, the ultimate outcome of these audits is uncertain.

8. PROPERTY, PLANT AND

EQUIPMENT

2025

Capital Work in

Motor

Plant &

Drill

Land & Leasehold

Progress

Vehicles

Equipment

Rigs (1)

Improvements

(CWIP)

Total

US$

US$

US$

US$

US$

US$

Cost

Balance at January 1, 2025

12,076,881

36,420,694

85,901,614

10,122,181

17,797,593

162,318,963

Additions

-

-

-

-

14,927,265

14,927,265

Reclassifications from CWIP

848,288

5,282,126

15,467,538

676,702

(22,274,654)

-

Assets retired during the period

(1,486,694)

(970,520)

(5,407,581)

-

-

(7,864,795)

Balance at September 30, 2025

11,438,475

40,732,300

95,961,571

10,798,883

10,450,204

169,381,433

Accumulated Depreciation

Balance at January 1, 2025

9,838,778

28,694,749

47,869,544

4,544,719

-

90,947,790

Charge for the period

826,443

2,729,265

8,029,124

645,610

-

12,230,442

Assets retired during the period

(1,486,694)

(970,520)

(5,407,581)

-

-

(7,864,795)

Balance at September 30, 2025

9,178,527

30,453,494

50,491,087

5,190,329

-

95,313,437

Carrying amounts

at September 30, 2025

2,259,948

10,278,806

45,470,484

5,608,554

10,450,204

74,067,996

(1) Drill rigs include drill rigs components and rebuilds which are depreciated at the appropriate rates in accordance with the Group's accounting policies.

  1. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

2024 Capital Work in

Motor

Vehicles US$

Plant &

Equipment US$

Drill

Rigs (1) US$

Land & Leasehold

Improvements US$

Progress

(CWIP)

US$

Total US$

Cost

Balance at January 1, 2024

11,893,196

34,182,385

80,833,363

9,714,005

10,011,355

146,634,304

Additions

-

-

-

-

21,228,902

21,228,902

Reclassifications from CWIP

782,798

2,929,944

8,355,244

1,374,678

(13,442,664)

-

Assets retired during the year

(599,113)

(691,635)

(3,286,993)

(966,502)

-

(5,544,243)

Balance at December 31, 2024

12,076,881

36,420,694

85,901,614

10,122,181

17,797,593

162,318,963

Accumulated Depreciation

Balance at January 1, 2024

9,456,635

26,615,816

43,605,178

4,697,732

-

84,375,361

Charge for the year

981,256

2,770,568

7,551,359

813,489

-

12,116,672

Assets retired during the year

(599,113)

(691,635)

(3,286,993)

(966,502)

-

(5,544,243)

Balance at December 31, 2024

9,838,778

28,694,749

47,869,544

4,544,719

-

90,947,790

Carrying amounts

at December 31, 2024

2,238,103

7,725,945

38,032,070

5,577,462

17,797,593

71,371,173

(1) Drill rigs include drill rigs components and rebuilds which are depreciated at the appropriate rates in accordance with the Group's accounting policies.

  1. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

    Depreciation has been charged in comprehensive income as follows:

    Three month period Nine month period

    ended September 30, ended September 30,

    2025

    US$

    2024

    US$

    2025

    US$

    2024

    US$

    Cost of sales

    3,578,790

    2,695,269

    11,635,062

    8,341,497

    Selling, general and administrative expenses

    198,378

    193,199

    595,380

    557,272

    3,777,168

    2,888,468

    12,230,442

    8,898,769

    As at September 30, 2025, property, plant and equipment with a carrying amount of US$31,802,576 (December 31, 2024: US$23,649,178) have been pledged as security for certain loans (Note 14).

  2. RIGHT-OF-USE ASSETS

    September 30, 2025

    US$

    December 31, 2024

    US$

    Cost

    Balance at January 1,

    2,014,710

    3,085,878

    Additions

    659,305

    1,339,897

    Disposals

    (77,527)

    (2,411,065)

    Balance at the end of the period

    2,596,488

    2,014,710

    Accumulated Depreciation

    Balance at January 1,

    703,313

    2,379,358

    Charge for the period

    701,180

    702,208

    Assets expired in the period

    (77,527)

    (2,378,253)

    Balance at the end of the period

    1,326,966

    703,313

    Carrying amounts

    at the end of the period

    1,269,522

    1,311,397

    The amount of depreciation recognized as an expense in the three and nine months ended September 30, 2025 was US$220,630 and US$701,180 respectively (three and nine months ended September 30, 2024 was US$166,151 and US$471,475 respectively).

  3. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

    The Group classifies listed equity investments that are held for trading as financial assets at fair value through profit or loss (FVTPL). Movements are shown in the table below:

    September 30, 2025 December 31, 2024

    US$ US$

    Balance at January 1, 6,469,704 174,631

    Additions 49,953 9,208,881

    Disposals (5,838,712) (497,803)

    Gain / (loss) through profit and loss 3,899,614 (2,416,005)

    Balance at end of the period 4,580,559 6,469,704

  4. INVENTORIES

    September 30, 2025 December 31, 2024

    US$ US$

    Inventories on hand 36,998,230 36,699,827

    Inventories in transit 810,032 1,389,296

    Provision for obsolescence (1,908,768) (1,401,989)

    35,899,494 36,687,134

    The amount of inventories recognized as expense in the three and nine months ended September 30, 2025 is US$12,621,868 and US$40,512,291, respectively (three and nine months ended September 30, 2024 is US$9,899,843 and US$31,437,832, respectively).

    As at September 30, 2025, inventories with a carrying amount of US$16,000,000 (December 31, 2024: US$10,500,000) have been pledged as security for certain loans (Note 14).

  5. TRADE AND OTHER RECEIVABLES

September 30, 2025

US$

December 31, 2024

US$

Trade receivables

32,611,522

25,824,977

Expected life time credit losses

(2,028,111)

(1,901,540)

Net trade receivables

30,583,411

23,923,437

Sundry receivables

7,307,165

6,314,158

37,890,576

30,237,595

As at September 30, 2025, trade receivables with a carrying amount of US$12,806,714 (December 31, 2024: US$11,349,811) have been pledged as security for certain loans (Note 14).

Credit risk is the risk of financial loss to the Group if a customer fails to meet its contractual obligations. The Group's customers are given 30 to 60 day credit periods for services rendered. Certain customers take longer than 60 days to settle their accounts.

12. TRADE AND OTHER RECEIVABLES (CONTINUED)

The Group provides for expected credit losses for trade receivables based on the aging of trade receivables as described in Notes 2 and 3. As at September 30, 2025, an amount of US$5.3M or 16% of the trade accounts receivable are aged over 90 days. As at September 30, 2025 the Group has approximately US$2.0M in provisions against its greater than 90 day category of trade receivables.

As at September 30, 2025, the aging of the trade receivable balances aged over 90 days has increased from December 31, 2024 as follows:

September 30, 2025 December 31, 2024

US$

Gross

US$

Net of ECL

US$

Gross

US$

Net of ECL

Less than 30 days

20,221,482

20,216,710

9,220,130

9,217,882

31 - 60 days

4,570,697

4,568,438

9,528,527

9,523,928

61 - 90 days

2,511,043

2,461,215

2,178,707

2,136,802

91 days and greater

5,308,300

3,337,048

4,897,613

3,044,825

32,611,522

30,583,411

25,824,977

23,923,437

The movements in the expected lifetime credit losses is as follows:

September 30, 2025 December 31, 2024

US$ US$

Balance at January 1 1,901,540 5,481,683 Movement in expected lifetime credit losses in the period 126,571 (3,580,143) Balance at end of period 2,028,111 1,901,540

During the nine months ended September 30, 2025, the Group recovered US$55,628 in bad debts previously written off, resulting in an expected lifetime credit loss in the statement of comprehensive income of US$70,943.

13 NON-CONTROLLING INTERESTS

September 30, 2025

US$

December 31, 2024

US$

Recon Drilling Chile SPA (5%)

(529,100)

(288,714)

Recon Drilling S.A.C. (5%)

(155,158)

(92,393)

Geo-Drill SARL (5%)

31,686

31,573

Balance at end of period

(652,572)

(349,534)

  1. LOANS PAYABLE

    September 30, 2025 December 31, 2024

    US$ US$

    US$10M Revolving Line of Credit (i) 4,000,000 6,000,000

    US$7.5M Medium Term Loan (ii) 5,250,000 2,250,000

    Equipment Loan (iii) 1,228,858 1,657,099

    US$9.5M Medium Term Loan (iv) - -

    US$4.0M Medium Term Loan (v) - 333,333 Total 10,478,858 10,240,432

    Current portion of loans 8,115,800 7,910,585

    Non-current portion of loans 2,363,058 2,329,847

    1. US$10.0M Revolving Line of Credit

      The Group has a US$10.0M Revolving Line of Credit (the "US$10.0M Revolving Line of Credit") with Ecobank Ghana Limited until December 31, 2025. Interest is repayable monthly and principal is repayable one year after drawdown. The US$10.0M Revolving Line of Credit bears interest at the applicable 3 months Secured Overnight Financing Rate (SOFR) plus a margin of 3.91% per annum on any utilized portion and is subject to periodic review in line with market conditions. The US$10.0M Revolving Line of Credit is secured by certain assets of the Group (Note 8, Note 11 and Note 12). The US$10.0M Revolving Line of Credit may be repaid prior to maturity by the Group without penalty or other costs other than interest accrued to the date of such repayment. The US$10.0M Revolving Line of Credit is subject to, and as at September 30, 2025, the Group was in compliance with normal course covenants. As at September 30, 2025, the Group has outstanding US$4.0M on the US$10.0M Revolving Line of Credit leaving US$6.0M still available for drawdown.

    2. US$7.5M Medium Term Loan

      The Group has a US$7.5M Medium Term Loan (the "US$7.5M Medium Term Loan") with Ecobank Ghana Limited until December 31, 2025. Multiple drawings are permitted under the US$7.5M Medium Term Loan and principal amounts are repayable quarterly over twelve quarters whereas interest is repayable monthly. The US$7.5M Medium Term Loan bears interest at the applicable 3 months Secured Overnight Financing Rate (SOFR) plus a margin of 3.91% per annum on any utilized portion and is subject to periodic review in line with market conditions. Any unutilized amounts after six months from January 1, 2025 bear a commitment fee of 0.15% per annum. The US$7.5M Medium Term Loan is secured by certain assets of the Group (Note 8, Note 11 and Note 12). The US$7.5M Medium Term Loan may be repaid prior to maturity by the Group subject to a 5% penalty on principal and interest accrued to the date of such repayment. The effective interest rate of the US$7.5M Medium Term Loan is 9.5%. The US$7.5M Medium Term Loan is subject to, and as at September 30, 2025, the Group was in compliance with normal course covenants. As at September 30, 2025, the Group had drawn US$7.5M on the US$7.5M Medium Term Loan.

    3. Equipment Loan

      The Group has a Term Loan Facility Agreement ("Equipment Loan") with Sandvik Financial Services AB (PUBL) ("Sandvik") for up to US$2.0M relating to the purchase of a drill rig. The Equipment Loan requires the repayment of the loan over a period of 36 months with payments being made monthly. The Equipment Loan bears interest at 8.7% per annum, includes an arrangement fee and stipulates that final title to the rig will only pass once all payments have been made. All other risks and rewards of ownership lie with the Group. The effective interest rate of the Equipment Loan is 8.9%.

      1. LOANS PAYABLE (CONTINUED)
    4. US$9.5M Medium Term Loan

      The Group has a US$9.5M Medium Term Loan (the "US$9.5M Medium Term Loan") with Ecobank Ghana Limited until December 31, 2025. Multiple drawings are permitted under the US$9.5M Medium Term Loan and principal amounts are repayable quarterly over twelve quarters whereas interest is repayable monthly. The US$9.5M Medium Term Loan bears interest at the applicable 3 months Secured Overnight Financing Rate (SOFR) plus a margin of 3.91% per annum on any utilized portion and is subject to periodic review in line with market conditions. The US$9.5M Medium Term Loan is secured by certain assets of the Group (Note 8, Note 11 and Note 12). The US$9.5M Medium Term Loan may be repaid prior to maturity by the Group subject to a 5% penalty on principal and interest accrued to the date of such repayment. The effective interest rate of the US$9.5M Medium Term Loan is 8.8%. The US$9.5M Medium Term Loan is subject to, and as at September 30, 2025, the Group was in compliance with normal course covenants. As at September 30, 2025, the Group had not yet drawn on the US$9.5M Medium Term Loan leaving US$9.5M still available for drawdown.

    5. US$4.0M Medium Term Loan

The Group had a US$4.0M Medium Term Loan (the "US$4.0M Medium Term Loan") with Ecobank Ghana Limited until May 31, 2025. No further drawings were permitted under the US$4.0M Medium Term Loan and principal amounts were repayable quarterly over twelve quarters whereas interest was repayable monthly. The US$4.0M Medium Term Loan bore interest at the applicable 3 months Secured Overnight Financing Rate (SOFR) plus a margin of 3.91% per annum and was subject to periodic review in line with market conditions. The US$4.0M Medium Term Loan was secured by certain assets of the Group (Note 8, Note 11 and Note 12). The US$4.0M Medium Term Loan could have been repaid prior to maturity by the Group without penalty or other costs other than interest accrued to the date of such repayment. The effective interest rate of the US$4.0M Medium Term Loan was 8.3%. The US$4.0M Medium Term Loan was subject to normal course covenants. As at September 30, 2025, the Group had fully repaid the US$4.0M Medium Term Loan.

  1. TRADE AND OTHER PAYABLES

    September 30, 2025 December 31, 2024

    US$ US$

    Trade payables 12,243,764 11,794,864

    Other creditors and accrued expenses 15,414,173 11,531,653

    VAT liability 2,817,248 1,686,548

    30,475,185 25,013,065

  2. FAIR VALUES OF FINANCIAL INSTRUMENTS

    The carrying values of cash, trade and other receivables, trade and other payables and related party payables approximate their fair value due to the relatively short period to maturity of the instruments. The carrying value of loans payable approximates their fair value as the fixed rate loans have been acquired recently and their carrying value continues to reflect fair value. The fair value of financial assets held at fair value through profit and loss are measured using quoted market prices.

    There were no financial instruments classified as level 2 or 3 in the fair value hierarchy at September 30, 2025 and December 31, 2024.

  3. RELATED PARTY TRANSACTIONS

    Related party

    Relationship

    Location

    2025

    2024

    Geodrill Mauritius Limited

    Subsidiary

    Mauritius

    100%

    100%

    Geodrill Ghana Ltd

    Subsidiary

    Ghana

    100%

    100%

    Geodrill Cote d'Ivoire SARL

    Subsidiary

    Cote d'Ivoire

    100%

    100%

    Drilling Services Malta Limited

    Subsidiary

    Malta

    100%

    100%

    Vannin Resources, Unipessoal Limitada

    Subsidiary

    Madeira

    100%

    100%

    Geodrill Sondagens LTDA

    Subsidiary

    Brazil

    100%

    100%

    Subsidiary

    Egypt

    100%

    100%

    Subsidiary

    Egypt

    100%

    100%

    Silver Back Egypt for Mining and Drilling Services S.A.E.

    Geodrill for Leasing and

    Specialized Services Freezone LLC

    Geodrill Leasing Company Limited

    Subsidiary

    Isle of Man

    100%

    100%

    Geodrill Senegal SARL

    Subsidiary

    Senegal

    100%

    100%

    Company AL-TANQIB AL-MUTAKHIS For Mining LLC

    Subsidiary

    Saudi Arabia

    100%

    100%

    Recon Drilling S.A.C.

    Subsidiary

    Peru

    95%

    95%

    Geo-Drill SARL

    Subsidiary

    Mali

    95%

    95%

    Recon Drilling Chile SPA

    Subsidiary

    Chile

    95%

    95%

    Geodrill BF

    Branch

    Burkina Faso

    100%

    100%

    Geodrill Mali

    Branch

    Mali

    100%

    100%

    Geodrill Limited Zambia

    Branch

    Zambia

    100%

    100%

    Geodrill Mauritius Limited Egypt

    Branch

    Egypt

    100%

    100%

    The Harper Family Settlement

    Significant shareholder

    Isle of Man

    -

    -

    GTS Drilling Ltd

    Common Control

    Ghana

    -

    -

    1. Transactions with related parties

      Transactions with companies within the Group have been eliminated on consolidation.

      The Harper Family Settlement owns 37.1% (December 31, 2024: 37.1%) of the issued share capital of Geodrill Limited.

      On October 1, 2024, Geodrill Ghana Ltd entered into new lease agreements with The Harper Family Settlement for the Anwiankwanta property and for the Accra property, both for a two year term and rent for the Anwiankwanta property of US$244,000 per annum and rent for the Accra property of US$99,000 per annum. The material terms of the two year lease agreements include: (i) the annual rent payable shall be reviewed on an upward only basis on or before October 1, 2026; and (ii) only Geodrill Ghana Ltd can terminate the leases by giving twelve months' notice. It was also agreed that all future rent increases will be based on USA inflation data.

      For the period ending September 30, 2025, the right-of-use assets relating to the properties above was US$320,362 (December 31, 2024: US$554,623) and the related lease liabilities were US$333,043 (December 31, 2024: US$560,849).

      17. RELATED PARTY TRANSACTIONS (CONTINUED)
    2. Key management personnel and directors' transactions

The Group's key management personnel, and persons connected with them, are also considered to be related parties for disclosure purposes. The definition of key management includes the close members of the family of key personnel and any entity over which key management exercises control. The key management personnel have been identified as directors of the Group and other management staff. Close members of family are those family members who may be expected to influence, or be influenced by that individual in their dealings with the Group.

Key management personnel and directors' compensation for the period comprised:

Three month period Nine month period

ended September 30, ended September 30,

2025

US$

2024

US$

2025

US$

2024

US$

Short-term benefits

719,937

1,512,012

4,908,173

4,424,066

Share-based payment arrangements

33,477

44,942

633,839

232,521

753,414

1,556,954

5,542,012

4,656,587

18. COMMITMENTS

As at September 30, 2025, the Group had capital commitments of US$Nil (December 31, 2024: US$Nil).

  1. SHARE CAPITAL AND RESERVES
    1. Share capital

      Shares have no par value and the number of authorized shares is unlimited.

      Share capital

      September 30, 2025

      December 31, 2024

      Shares issued and fully paid

      47,163,170

      47,163,170

      Shares reserved for share option plan

      4,716,317

      4,716,317

      Total shares issued and reserved

      51,879,487

      51,879,487

      Reconciliation of changes in issued shares

      September 30, 2025

      December 31, 2024

      Shares issued at January 1,

      47,163,170

      46,921,400

      Stock options exercised

      -

      241,770

      Shares issued at end of period

      47,163,170

      47,163,170

      All shares rank equally with regards to the Group's residual assets. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at the shareholders' meetings of the Company.

      During the period ended September 30, 2025, the Company did not re-purchase nor cancel any shares under its NCIB (for the year ended December 31, 2024, the Company did not re-purchase nor cancel any shares under its NCIB).

    2. Share-based payment reserve

      The share-based payment reserve is comprised of the equity portion of the share-based payment transaction as per the Company's share option plan.

      The share-based payment expense for the three and nine month period ended September 30, 2025 amounted to US$33,477 and US$633,839, respectively (September 30, 2024: US$44,942 and US$232,521, respectively) and was included in selling, general and administrative expenses in the Condensed Interim Consolidated Statements of Comprehensive Income.

    3. Retained earnings

      This represents the residual of cumulative profits of the Group. Total retained earnings of US$97,077,825 includes US$96,577,825 available for distribution to shareholders and US$500,000 of undistributable reserves.

  2. (LOSS) / EARNINGS PER SHARE
    1. Basic (loss) / earnings per share

      The calculation of basic (loss) / earnings per share for the three and nine month periods ended September 30, 2025 was based on the (loss) / earnings attributable to ordinary shareholders of US$(1,356,435) (2024: US$2,680,216) and US$9,695,763 (2024: US$9,660,018), respectively and on the weighted average number of ordinary shares outstanding of 47,163,170 (2024: 47,163,170) and 47,163,170 (2024: 47,054,700), calculated as follows:

      Three month period Nine month period

      ended September 30, ended September 30,

      2025

      US$

      2024

      US$

      2025

      US$

      2024

      US$

      (Loss) / income attributable to ordinary shareholders

      (1,356,435)

      2,680,216

      9,695,763

      9,660,018

      Weighted average number of ordinary shares Three month period Nine month period

      ended September 30, ended September 30,

      2025

      Shares

      2024

      Shares

      2025

      Shares

      2024

      Shares

      Issued ordinary shares

      47,163,170

      47,163,170

      47,163,170

      47,054,700

      (Loss) / earnings per share

      $(0.03)

      $0.06

      $0.21

      $0.21

      1. (LOSS) / EARNINGS PER SHARE (CONTINUED)
    2. Diluted (loss) / earnings per share

The calculation of diluted (loss) / earnings per share for the three and nine month period ended September 30, 2025 was based on the (loss) / earnings attributable to ordinary shareholders of US$(1,356,435) (2024: US$2,680,216) and US$9,695,763 (2024: US$9,660,018), respectively and on the weighted average number of ordinary shares after adjustment for the effects of all dilutive potential ordinary shares outstanding of 48,142,403 (2024: 47,894,810) and 48,316,247 (2024: 47,409,181), respectively, calculated as follows:

Three month period Nine month period

ended September 30, ended September 30,

2025

US$

2024

US$

2025

US$

2024

US$

(Loss) / income attributable to ordinary shareholders

(1,356,435)

2,680,216

9,695,763

9,660,018

Weighted average number of ordinary shares - diluted

Three month period Nine month period

ended September 30, ended September 30,

2025

Shares

2024

Shares

2025

Shares

2024

Shares

Weighted average number of

ordinary shares - basic

47,163,170

47,163,170

47,163,170

47,054,700

Effect of share options in issue

979,233

(1)

731,640

(2)

1,153,077

(3)

354,481

(4)

48,142,403

47,894,810

48,316,247

47,409,181

Diluted (loss) / earnings per share

$(0.03)

$0.06

$0.20

$0.20

  1. For the three months ended September 30, 2025, 3,420,000 options in issue were dilutive but they did not have an effect on the calculation of the diluted earnings per share.

  2. For the three months ended September 30, 2024, 3,000,000 options in issue were dilutive but they did not have an effect on the calculation of the diluted earnings per share.

(4) For the nine months ended September 30, 2025, 3,420,000 options in issue were dilutive and had a $0.01 effect on the calculation of the diluted earnings per share.

(4) For the nine months ended September 30, 2024, 2,220,000 options in issue were dilutive and had a $0.01 effect on the calculation of the diluted earnings per share.

  1. DIVIDENDS

    No dividends were paid in 2025 or 2024, and no dividends were declared through to November 12, 2025.

  2. EQUITY-SETTLED SHARE-BASED PAYMENTS Share Option Plan ("SOP")

    The Company has established a SOP, which is intended to aid in attracting, retaining and motivating the

    Group's employees, directors, consultants and advisors through the granting of stock options.

    The maximum aggregate number of Ordinary Shares reserved for issuance pursuant to the SOP shall not exceed 10% of the total number of Ordinary Shares then outstanding. The maximum number of Ordinary Shares reserved for issuance pursuant to the SOP and any other security based compensation arrangements of the Company is 10% of the total number of Ordinary Shares then outstanding.

    September 30, 2025 December 31, 2024

    Number of shares

    subject to option

    Weighted average

    exercise price

    Number of shares

    subject to option

    Weighted average

    exercise price

    Balance beginning, Jan. 1

    3,780,000

    CAD$2.13

    3,275,000

    CAD$2.17

    Total granted in the period

    390,000

    CAD$3.05

    780,000

    CAD$1.71

    Total cash-settled options in the period

    (750,000)

    CAD$1.71

    -

    -

    Total options exercised in the period

    -

    -

    (225,000)

    CAD$1.36

    Total equity-settled options in the period

    -

    -

    (50,000)

    CAD$1.36

    Balance ending

    3,420,000

    CAD$2.33

    3,780,000

    CAD$2.13

    The following table summarizes the options outstanding at September 30, 2025:

    Options

    Exercise prices

    Number of options

    outstanding

    Weighted average

    remaining contractual life

    Number of options

    exercisable

    Granted on March 15, 2021

    CAD$1.94

    690,000

    6 mos

    690,000

    Granted on May 16, 2022

    CAD$2.20

    780,000

    1 Yr & 8 mos

    780,000

    Granted on March 13, 2023

    CAD$3.05

    780,000

    2 Yrs & 6 mos

    780,000

    Granted on March 11, 2024

    CAD$1.71

    780,000

    3 Yrs & 6 mos

    520,000

    Granted on March 10, 2025

    CAD$3.05

    390,000

    4 Yrs & 6 mos

    130,000

    The fair values of options granted were calculated using the Black-Scholes option pricing model with the following assumptions:

    Granted on March 15, 2021 May 16, 2022 March 13, 2023 March 11, 2024 March 10, 2025

    Risk free interest rate

    1.02%

    2.73%

    2.90%

    3.42%

    2.63%

    Expected dividend yield

    1%

    3%

    3%

    2%

    1%

    Stock price volatility

    40%

    38%

    39%

    42%

    37%

    Expected life of options

    5 years

    5 years

    5 years

    5 years

    5 years

    Forfeiture rate

    30%

    30%

    30%

    30%

    30%

    Where relevant, the expected life used in the model used to determine the accounting value attributable to the options has been adjusted based on management's best estimate of the effects of non-transferability, exercise restrictions (including the probability of meeting market conditions attached to the option), and behavioural considerations. Expected volatility is based on historical share price volatility over relevant periods.

  3. CONTINGENCY

The Burkina Faso tax authority has assessed that Geodrill had a permanent establishment in Burkina Faso for the years 2016 through 2018 and that Geodrill was subject to direct taxes, penalties and interest in the amount of CFA5,232,253,593 (US$9.4M). Geodrill maintained that it did not have a permanent establishment in Burkina Faso in the years of the assessment and that it operated in Burkina Faso as a non-resident tax-payer and that its taxes were paid to the tax authorities directly from Geodrill's clients on Geodrill's behalf. In 2021, Geodrill filed its discharge for the amounts owing under the assessment with the administrative courts in Burkina Faso and in 2023, Geodrill received the ruling from the administrative court dismissing the entire assessment and was also awarded an amount of CFA1,500,000 for expenses incurred. The Burkina Faso tax authority, however, has not paid the CFA1,500,000 and has appealed the ruling. In 2023, due to security concerns, the Group wound up its operations in Burkina Faso and redeployed all of its equipment to other countries, ceasing to operate in Burkina Faso. As at November 12, 2025, the administrative courts have not responded to the appeal, nor have they set a trial date.