GFG Resources : Fourth Quarter 2025 Financial Statements

About this update from Gfg Resources, Inc.

GFG Resources Inc. Consolidated Financial Statements For the years ended June 30, 2025 and 2024 Expressed in Canadian Dollars Independent Auditor's Report To the Shareholders of GFG Resources Inc. Opinion We have audited the consolidated financial statements of GFG Resources Inc. (the "Company"), which comprise the consolidated statements of financial position as at June 30, 2025 and 2024, and the consolidated statements of net income (loss) and comprehensive income (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 June 30, 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. Basis for Opinion We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the 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. Material Uncertainty Related to Going Concern We draw attention to Note 1 to the financial statements, which describes events or conditions that indicate the existence of a material uncertainty 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 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. 2 Other Information 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. Responsibilities of Management and Those Charged with Governance for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards 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. Auditor's Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the 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 Steven Reichert. DALE MATHESON CARR-HILTON LABONTE LLP CHARTERED PROFESSIONAL ACCOUNTANTS Vancouver, BC October 8, 2025 GFG RESOURCES INC. Consolidated Statements of Financial Position (Expressed in Canadian Dollars) June 30, June 30, 2025 2024 $ $ Assets Current Assets Cash and cash equivalents (note 5) 4,649,387 2,147,401 Receivables (note 6) 146,334 74,180 Reclamation bond (note 7) 298,782 - Prepaid expenses 140,963 91,747 Investment (note 8) 384,957 - Promissory note receivable (note 9) 939,607 - Non-Current Assets 6,560,030 2,313,328 Deposits 12,800 21,477 Exploration and evaluation assets (notes 10, 17 and 19) 36,757,211 32,462,507 Property and equipment (note 11) 21,072 60,484 Reclamation bond (note 7) - 299,745 43,351,113 35,157,541 Liabilities and Shareholders' Equity Current Liabilities Accounts payable and accrued liabilities (note 12) 322,895 591,091 Flow-through share premium liabilities (note 13) 619,073 355,007 Lease liability (note 14) 14,059 37,341 Advance (note 15) 20,464 20,044 Non-Current Liabilities 976,491 1,003,483 Lease liability (note 14) - 14,059 Asset retirement obligation (note 16) - 284,733 Deferred tax liability (note 22) 359,000 148,000 Shareholders' Equity 1,335,491 1,450,275 Share capital (note 17) 61,735,701 55,008,932 Reserves (note 17) 3,598,398 3,558,454 Accumulated other comprehensive loss (678,440) (678,440) Deficit (22,640,037) (24,181,680) 42,015,622 33,707,266 43,351,113 35,157,541 Going concern (note 1) "Patrick Downey" "Arnold Klassen" Patrick Downey, Chair Arnold Klassen, Audit Chair The accompanying notes are an integral part of these consolidated financial statements GFG RESOURCES INC. Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss) (Expressed in Canadian Dollars) Years Ended June 30, 2025 2024 $ $ Expenses Bank charges and interest 2,588 1,870 Consulting fees 1,300 32,716 Depreciation (note 11) 35,079 34,904 Directors' fees (note 19) 76,356 72,999 Insurance 53,504 59,736 Investor relations (note 19) 636,572 501,253 Memberships and dues 38,840 37,894 Professional fees 119,337 102,558 Property holding costs - 259,161 Office 62,689 39,020 Regulatory and filing fees 37,357 42,421 Rent 34,158 126,866 Salaries and benefits (note 19) 520,198 505,183 Share-based compensation (notes 17 and 19) 315,755 241,457 Travel 5,626 5,073 (1,939,359) (2,063,111) Other income (loss) Interest and other expense (12,663) (33,861) Recovery of premium on flow-through shares (note 13) 472,408 663,290 Foreign exchange gain (3,401) 12,960 Gain on sale of the Rattlesnake property (note 10) 3,048,211 225,064 Loss on sale of equipment (note 11) (4,333) - Change in fair value of investment (note 8) (105,174) - Interest income 101,860 87,287 Other income 195,094 10,000 3,692,002 964,740 Net income (loss) before income taxes 1,752,643 (1,098,371) Income tax expense - deferred (note 22) (211,000) (148,000) Net income (loss) and comprehensive income (loss) 1,541,643 (1,246,371) Basic and diluted loss per share 0.01 (0.01) Weighted average number of common shares - basic 259,898,180 217,351,538 Weighted average number of common shares - diluted 261,586,865 217,351,538 The accompanying notes are an integral part of these consolidated financial statements GFG RESOURCES INC. Consolidated Statements of Changes in Shareholders' Equity For the Years Ended June 30, 2025 and 2024 (Expressed in Canadian Dollars) Accumulated Other Number of Comprehensive Shares Issued Share Capital Reserves Loss Deficit Total $ $ $ $ $ Balance at June 30, 2023 209,416,017 52,593,681 3,156,058 (678,440) (22,935,309) 32,135,990 Shares issued for cash (note 17(b)(iii) 25,122,694 2,380,253 125,613 - - 2,505,866 Share issue costs - (112,730) - - - (112,730) Shares issued for exploration and evaluation assets (notes 17(b)(i) and ii)) 6,035,168 518,165 - - - 518,165 Flow-through share premium liabilities (note 13) - (370,437) - - - (370,437) Share-based compensation (note 17) - - 276,783 - - 276,783 Net loss - - - - (1,246,371) (1,246,371) Balance at June 30, 2024 240,573,879 55,008,932 3,558,454 (678,440) (24,181,680) 33,707,266 Shares issued for cash (note 17(b)(vii)) 11,041,590 3,000,000 - - - 3,000,000 Share issue costs - (34,226) - - - (34,226) Flow-through share premium liabilities (note 13) - (736,474) - - - (736,474) Warrants exercised, net of issue costs (note 17(b)(iv)) 28,557,907 3,711,029 - - - 3,711,029 Value of warrants exercised (note 17(b)(iv)) - 285,579 (285,579) - - - Exercise of stock options (note 17(b)(v)) 908,929 139,997 - - - 139,997 Value of stock options exercised - 87,260 (87,260) - - - Share-based compensation (note 17) - - 412,783 - - 412,783 Shares issued for exploration and evaluation assets (note 17(b)(vi)) 1,334,757 253,604 - - - 253,604 Shares issued for exploration agreement (note 17(b)(viii)) 111,111 20,000 - - - 20,000 Net income - - - - 1,541,643 1,541,643 Balance at June 30, 2025 282,528,173 61,735,701 3,598,398 (678,440) (22,640,037) 42,015,622 The accompanying notes are an integral part of these consolidated financial statements GFG RESOURCES INC. Consolidated Statements of Cash Flows (Expressed in Canadian Dollars) Years ended June 30, 2025 2024 $ $ Operating activites Net income (loss) before income taxes 1,752,643 (1,098,371) Items not affecting cash: Accretion interest 3,362 12,841 CEBA loan forgiveness - (10,000) Depreciation 3,834 3,659 Depreciation - right-of-use asset 31,245 31,245 Foreign exchange 1,383 (9,879) Recovery of flow-through share premium (472,408) (663,290) Share-based compensation 315,755 241,457 Interest expense 5,257 10,248 Loss on sale of equipment 4,333 - Accretion of promissory note (70,041) - Change in fair value of investment 105,174 - Gain on sale of Rattlesnake property (3,048,211) (225,064) Change in non-cash working capital items: Receivables (72,154) 36,640 Prepaid expenses and deposits (40,539) 14,637 Accounts payable and accrued liabilities (76,813) 144,372 Net cash used in operating activites (1,557,180) (1,511,505) Investing activities Exploration and evaluation assets, net of recoveries (4,115,455) (2,364,144) Binding LOI payment - 225,064 Equipment - (8,373) Net proceeds from sale of Rattlesnake property 1,400,419 - Net cash used in investing activities (2,715,036) (2,147,453) Financing activities Proceeds from share issuances, net of issue costs 2,965,774 2,393,136 Proceeds from warrant exercises, net of issue costs 3,711,029 - Proceeds from stock option exercise 139,997 - CEBA loan repayment - (30,000) Lease payments (42,598) (40,785) Net cash provided by financing activities 6,774,202 2,322,351 Increase (decrease) in cash and cash equivalents 2,501,986 (1,336,607) Cash and cash equivalents, beginning of year 2,147,401 3,484,008 Cash and cash equivalents, end of year 4,649,387 2,147,401 Non-cash transactions: $ $ Exploration and evaluation assets in accounts payable at year end 96,186 287,568 Shares issued for exploration and evaluation assets 273,604 518,165 Share-based compensation pertaining to exploration and evaluation assets 97,028 35,326 The accompanying notes are an integral part of these consolidated financial statements NOTE 1 - Nature and Continuance of Operations GFG Resources Inc. ("GFG" or the "Company") was incorporated on January 24, 2012, under the laws of the Province of British Columbia, Canada. The principal business of the Company is to acquire, explore and develop interests in exploration and evaluation assets. The Company's head office address is Suite 202 - 640 Broadway Avenue, Saskatoon, Saskatchewan, S7N 1A9. The Company's common shares are listed under the symbol "GFG" on the TSX Venture Exchange ("TSX-V") in Canada and on the OTCQB under the symbol "GFGSF" in the United States. These consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. To date, the Company has not earned significant revenue and has an accumulated deficit of $22,640,037. The Company's ability to continue as a going concern is dependent upon its ability to obtain additional financing and or achieve profitable operations in the future. The Company's ability to continue as a going concern is dependent upon its ability to raise additional funds, which is strongly influenced by exploration success and capital market conditions. These factors indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. These financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate. Such adjustment could be material. NOTE 2 - Basis of Preparation and Statement of Compliance The consolidated financial statements, including comparatives, have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"). The consolidated financial statements were authorized for issuance by the Board of Directors on October 8, 2025. Basis of measurement These consolidated financial statements have been prepared on the historical cost basis except if otherwise noted. In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information. All figures are presented in Canadian dollars unless otherwise noted. Basis of consolidation The consolidated financial statements incorporate the financial statements of GFG and its subsidiaries listed in the following table: Name of Subsidiary Country of Incorporation Ownership Principle Activities GFG Resources (US) Inc. USA 100% Mineral exploration JMO Exploration (US) Inc. USA 100% Mineral exploration Subsidiaries are those entities which GFG controls by having the power to govern their financial and operating policies. Subsidiaries are fully consolidated from the date on which control is obtained by GFG and are deconsolidated from the date that control ceases. All intercompany transactions, balances, income and expenses are eliminated upon consolidation. Critical judgements and estimates In the application of the Company's accounting policies management is required to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the year. 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. Actual outcomes could materially differ from these estimates. NOTE 2 - Basis of Preparation and Statement of Compliance (continued) The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affect. The following are the critical judgments and estimates that management have made in the process of applying the Company's accounting policies and that have the most significant effect on the amount recognized in the financial statements: Determination of functional currency The Company determines the functional currency through the analysis of several indicators such as expense, cash flows, and financing activities of each subsidiary of the Company. The presentation and functional currency of the Company is the Canadian dollar. Exploration and evaluation assets impairment assessment Exploration and evaluation assets are assessed for impairment at each reporting period to determine whether facts and circumstances indicate that the carrying amount may exceed its recoverable amount. In circumstances where indicators of impairment exist, an impairment test is required to determine if the carrying amount of the exploration and evaluation asset exceeds its estimated recoverable amount. To the extent this occurs, the asset is assessed for impairment and any impairment is fully provided against the carrying amount, in the financial year in which this is determined. An impairment loss is reversed if there is an indication that there has been a change in the estimates used to determine the recoverable amount. The carrying amount of the asset is increased to its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years. Asset retirement obligations The Company estimates and recognizes liabilities for future asset retirement obligations and restoration of exploration and evaluation assets. These provisions are based on estimated costs, which take into account the anticipated method and extent of restoration, technological advances and the possible future use of the asset. Actual costs are uncertain, and estimates can vary as a result of changes to relevant laws and regulations, the emergence of new restoration techniques, operating experience and prices. The expected timing of future retirement and restoration may change due to these factors. Changes to assumptions related to future expected costs, discount rates and timing may have a material impact on the amounts presented. Investments in private companies Where the fair value of investments in private companies recorded on the statement of financial position cannot be derived from active markets, they are determined using a variety of valuation techniques. The inputs to these models are derived from observable market data where possible, but where observable market data is not available, judgment is required to establish fair value and this value may not be indicative of recoverable value. Share-based compensation In determining the fair value of share-based compensation, the Company uses the Black-Scholes Option Pricing Model. The Black-Scholes Option Pricing Model requires the input of highly subjective assumptions such as the expected life of the options, estimates of interest rates and share price volatility that can materially affect the fair value estimate. Income taxes In assessing the probability of realizing deferred tax assets, management makes estimates related to the expectation of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that the tax provision taken will be sustained upon examination by applicable tax authorities. NOTE 3 - Summary of Material Accounting Policy Information Cash and cash equivalents Cash and cash equivalents consist of bank balances and highly liquid short-term investments that are readily convertible to cash and have maturities with terms of less than ninety days and/or with original maturities over ninety days but redeemable on demand without penalty. Equipment Equipment is recorded at cost less accumulated depreciation and are depreciated using the declining balance method at the rates designed to depreciate the costs of these assets over their estimated useful lives. The significant classes of equipment and depreciation rates are as follows: Equipment 20% Computer equipment 30% Foreign currency translation The financial statements of the Company are prepared in its functional currency determined based on the primary economic environment in which it operates. The presentation and functional currency of the Company is the Canadian dollar. Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing at the transaction dates. At each reporting date, monetary items denominated in foreign currencies are translated into the entity's functional currency at the then prevailing rates and non-monetary items measured at historical cost are translated into the entity's functional currency at rates in effect at the date the transaction took place. Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous financial statements are included in the statements of loss and comprehensive loss for the period in which they arise. Leases The Company assesses whether a contract is or contains a lease, at inception of a contract. A contract contains a lease when the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration. The Company recognizes a right-of-use ("ROU") asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, at the commencement of the lease, with the following exceptions: (i) the Company has elected not to recognize ROU assets and liabilities for leases where the total lease term is less than or equal to 12 months, or (ii) for leases of low value. The ROU asset is initially measured based on the present value of lease payments, lease payments made at or before the commencement day, and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. The ROU asset is depreciated over the shorter of the lease term or the useful life of the underlying asset. The ROU asset is subject to testing for impairment if there is an indicator of impairment. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease, if this rate cannot be readily determined, the Company uses its incremental borrowing rate. The incremental borrowing rate is the rate which the Company would have to pay to borrow over a similar term and with similar security, the funds necessary to obtain an asset of similar value to the ROU asset in a similar economic environment. Lease payments include fixed payments less any lease incentives, and any variable lease payments where variability depends on an index or rate. When the lease contains an extension or purchase option that the Company considers reasonably certain to be exercised, the cost of the option is included in the lease payments. ROU assets are included in Property and Equipment and the lease liabilities are presented as a Lease liability on the Statements of Financial Position. NOTE 3 - Summary of Material Accounting Policy Information (continued) Exploration and evaluation assets Exploration and evaluation assets are composed of exploration and evaluation expenditures which include the costs related to acquiring rights or licenses for mineral exploration, the costs associated with exploration and evaluation activities, and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination. Costs incurred before the Company has obtained the legal rights to explore for minerals are expensed as incurred. Government tax credits received are recorded as a reduction to the cumulative costs incurred on the related property. Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain mineral claims, as well as the potential for problems arising from the frequently ambiguous conveyance history characteristic of many mineral claims. The Company has investigated title to all of its mineral claims and, to the best of its knowledge, title to all of its claims are in good standing. The Company may enter into earn-in or farm-out arrangements, whereby the Company transfers part of a mineral interest for certain consideration. Any cash consideration received from the agreement is recorded as a reduction to the exploration and evaluation assets and credited against the costs previously capitalized to the mineral interest given up by the Company, with any excess cash accounted for as a gain on disposal. Asset retirement obligation A provision for restoration and environmental obligations is recognized when there is a present obligation as a result of exploration and development activities undertaken, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the provision can be measured reliably. The estimated future obligations include the costs of dismantling and removal of facilities, restoration and monitoring of the affected areas. The provision for future restoration costs is the best estimate of the present value of the expenditure required to settle the restoration obligation at the reporting date. Future restoration costs are reviewed annually and any changes in the estimate are reflected in the present value of the restoration provision at each reporting date. The initial estimate of the restoration and environmental provision relating to exploration and development activities is capitalized into the cost of the related assets and amortized on the same basis as the related asset. Changes in the estimate of the provision of restoration and environmental obligations are treated in the same manner, except that the unwinding of the effect of discounting on the provision is recognized as a finance cost rather than being capitalized into the cost of the related asset. Impairment of assets The carrying amount of the Company's assets are 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 the statement of comprehensive 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 pretax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. As the Company's exploration and evaluation assets have not reached a stage where cash flows are generated, the value in use methodology is not available to assess fair value. 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, however, not to an amount higher than the carrying amount that would have been determined had no impairment loss been recognized in previous years. Intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment. Flow-through shares The Company will from time to time, issue flow-through common shares to finance a significant portion of its exploration NOTE 3 - Summary of Material Accounting Policy Information (continued) program. Pursuant to the terms of the flow-through share agreements, these shares transfer the tax deductibility of qualifying resource expenditures to investors. On the issuance of flow-through shares, any premium received in excess of the market price of the Company's common shares is initially recorded as a liability ("flow-through share premium liability"). Provided that the Company has renounced the related expenditures, or that there is a reasonable expectation that it will do so, the flow-through share premium liability is reduced on a pro-rata basis as the expenditures are incurred. If such expenditures are capitalized, a deferred tax liability is recognized. To the extent that the Company has suitable unrecognized deductible temporary differences, an offsetting recovery of deferred income taxes would be recorded. Proceeds received from the issuance of flow-through shares are restricted and are to be used only for Canadian resources property exploration expenditures. The Company may also be subject to a Part XII.6 tax on flow-through proceeds renounced under the Look-back Rule, in accordance with Government of Canada flow-through regulations. When applicable, this tax is accrued as a financial expense until paid. Share-based compensation The Company may grant stock options to directors, officers, employees and consultants. An individual is classified as an employee when the individual is an employee for legal or tax purposes, or provides services similar to those performed by an employee. The fair value of stock options is measured on the date of grant, using the Black-Scholes Option Pricing Model with an expense recognized over the vesting period. Consideration paid for the shares on the exercise of stock options is credited to share capital. In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of goods or services received. The fair value of stock options granted to employees who work directly on a mineral property are capitalized to exploration and evaluation expenditures. Loss per share The Company presents basic loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. The diluted loss per share is determined by adjusting the loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all options, warrants and similar instruments outstanding that may add to the total number of common shares. Income taxes Tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income. 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 reporting date, and any adjustment to tax payable in respect of previous years. 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. Deferred tax is not recognized for the following temporary differences: 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, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. 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 reporting date. NOTE 3 - Summary of Material Accounting Policy Information (continued) Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously. 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 reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. Share purchase warrants The Company bifurcates units consisting of common shares and share purchase warrants using the residual value approach whereby it measures the common share component of the unit at fair value using market prices. The difference between this value and the unit value is then allocated to the warrant with the value of the warrant component being credited to reserves. When warrants are exercised, the corresponding residual value, if any, is transferred from reserves to share capital. Financial instruments Financial Instruments are accounted for in accordance with IFRS 9 Financial instruments: Classification and Measurement. A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. The following table shows the classification under IFRS 9: Financial assets/ liabilities Classification Cash and cash equivalents Amortized cost Receivables Amortized cost Deposits Amortized cost Promissory note receivable Amortized cost Investments Fair value through other comprehensive income or Fair value through profit or loss Reclamation bonds Amortized cost Accounts payable Amortized cost Advances Amortized cost Loan payable Amortized cost Financial assets On initial recognition, financial assets are recognized at fair value and are subsequently classified and measured at: (i) amortized cost; (ii) fair value through other comprehensive income ("FVOCI"); or (iii) fair value through profit or loss ("FVTPL"). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial asset is measured at fair value net of transaction costs that are directly attributable to its acquisition except for financial assets at FVTPL where transaction costs are expensed. All financial assets not classified and measured at amortized cost or FVOCI are measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment's fair value in other comprehensive income. 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. The classification determines the method by which the financial assets are carried on the statement of financial position subsequent to inception and how changes in value are recorded. NOTE 3 - Summary of Material Accounting Policy Information (continued) Impairment of financial assets IFRS 9 uses the expected credit loss ("ECL") model. The credit loss model groups receivables based on similar credit risk characteristics and days past due in order to estimate bad debts. The ECL model applies to the Company's receivables. An 'expected credit loss' impairment model applies which requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset's original effective interest rate, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period. In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized. Financial liabilities Financial liabilities are designated as either: (i) fair value through profit or loss; or (ii) other financial liabilities. All financial liabilities are classified and subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried on the statement of financial position subsequent to inception and how changes in value are recorded. Accounts payable, Loan payable, and Advances are classified under other financial liabilities and carried on the statement of financial position at amortized cost. 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. NOTE 4 - Accounting Standards and Amendments Issued The following amendment to accounting standards has been issued but not yet adopted in the financial statements: In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements ("IFRS 18") to replace IAS 1 Presentation of Financial Statements . IFRS 18 introduces two newly required subtotals on the face of the income statement, which includes operating profit and profit or loss before financing and income tax, and three new income statement classifications, which are operating, investing, and financing. In addition, IFRS 18 requires non-IFRS Accounting Standards management performance measures that are subtotals of income and expenses to be disclosed on financial statement. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 will not affect the recognition and measurement of items in the financial statements, nor will it affect which items are classified in other comprehensive income and how these items are classified. The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required, and early application is permitted. The Company is currently assessing the effect of this new standard on its financial statements. NOTE 5 - Cash and cash equivalents June 30, June 30, 2025 2024 $ $ Cash on deposit at bank 446,688 257,086 Redeemable GIC 4,180,766 1,873,000 Cash held in trust account 21,933 17,315 4,649,387 2,147,401 NOTE 6 - Receivables June 30, June 30, 2025 2024 $ $ GST 63,281 57,434 Interest receivable 27,864 16,746 Other receivables 1 55,189 - 146,334 74,180 1 Other receivables includes $3,367 of reimbursable property holding costs at the Rattlesnake Property due to the Company pursuant to the terms of a definitive agreement (the "Rattlesnake Agreement") (see Note 10) and $51,822 due from Group 11 Technologies Inc. which was received subsequent to year end. NOTE 7 - Reclamation Bond At June 30, 2025, the Company has a reclamation bond in the amount of $298,782 (June 30, 2024 - $299,745) relating to the Rattlesnake Property. Pursuant to the terms of the Rattlesnake Agreement (see Note 10) the purchaser has assumed all reclamation obligations associated with the Rattlesnake Property and was to ensure the necessary steps were taken to obtain a full release of the Company's reclamation bond. The Company received the proceeds from the bond subsequent to year end. NOTE 8 - Investment June 30, 2025 June 30, 2024 Balance, beginning of year $ - $ - Fair value of common shares received (see Note 10) 490,131 - Change in fair value (105,174) - Balance, end of year 384,957 - Pursuant to the terms of the Rattlesnake Agreement (see Note 10), the Company received 3,061,224 shares of Axcap Ventures Inc. (the "Consideration shares"), a company listed on the Canadian Securities Exchange. The Consideration shares have an undiscounted value of $581,633, or $0.19 per share, and are subject to resale restrictions with one-sixth of the total shares being released from the resale restrictions every three months, beginning December 16, 2024. The investment is classified as FVTPL. As a result of the resale restrictions, the Company determined the fair value of the restricted shares using a discount for lack of marketability ("DLOM") calculated using the Finnerty Model. NOTE 8 - Investment (continued) The fair value of the unrestricted Consideration shares was calculated based on the quoted market price of the shares. At June 30, 2025, the Company recognized a mark to market loss of $105,174 (June 30, 2024 - $nil) on the Consideration shares and at June 30, 2025, reported a fair value of $384,957 (June 30, 2024 - $nil). NOTE 9 - Promissory Note Receivable The following table presents the reconciliation of the promissory note receivable: June 30, 2025 June 30, 2024 Balance, beginning of year $ - $ - Fair value of promissory note received (see Note 10) 869,566 - Unwinding of discount 70,041 - Balance, end of year 939,607 - Pursuant to the terms of the Rattlesnake Agreement (see Note 10), the purchaser issued a $1,000,000 non-interest bearing promissory note. The note is secured by a mortgage, comprised of a lien against and security interest in all the mineral properties of the Rattlesnake Property and is due December 16, 2025. On initial recognition, the Company discounted the note to its present value of $869,566 at a rate of 15%. For the year ended June 30, 2025, the Company recognized accretion interest income of $70,041 (June 30, 2024 - $nil) on the unwinding of the discount on the promissory note receivable, reported as other income in the consolidated Financial Statements, and at June 30, 2025, reported a fair value of $939,607 (June 30, 2024 - $nil). NOTE 10 - Exploration and Evaluation Assets The following is a continuity of the Company's exploration and evaluation expenditures: Ontario Pen & Dore Ontario Goldarm Total $ $ $ Balance, June 30, 2023 23,076,369 6,254,364 29,330,733 Additions: Acquisition and staking costs `- 518,469 518,469 Exploration expenses Claim maintenance fees 19,818 19,389 39,207 Consulting 100,962 530,203 631,165 Salaries and benefits 140,445 693,408 833,853 Drilling - 659,195 659,195 Geophysics - 39,077 39,077 General field expenses 26,788 384,020 410,808 288,013 2,843,761 3,131,774 Balance, June 30, 2024 23,364,382 9,098,125 32,462,507 Ontario Pen & Dore Ontario Goldarm Total Balance, June 30, 2024 $ 23,364,382 $ 9,098,125 $ 32,462,507 Additions: Acquisition and staking costs 4,500 253,604 258,104 Exploration expenses Claim maintenance fees 8,323 20,787 29,110 Consulting 870,293 525,182 1,395,475 Salaries and benefits 298,847 530,144 828,991 Drilling 558,603 402,115 960,718 Geophysics 308,318 - 308,318 General field expenses 361,974 352,014 713,988 2,410,858 2,083,846 4,494,704 Ontario Junior Exploration Program Assistance - (200,000) (200,000) 2,410,858 1,883,846 4,294,704 Balance, June 30, 2025 25,775,240 10,981,971 36,757,211 Pen Gold Project West Porcupine Property On December 21, 2017, the Company purchased 100% of Probe Metal Inc's ("Probe") interest in the West Porcupine property, a land package consisting of 198 claims located southwest of Timmins, Ontario. Several NSRs exist on certain claims within the West Porcupine property and are described below: West Porcupine The West Porcupine has 0.5%, 1.0% and 2.0% NSRs on certain mineral claims. The Company has the right to re-purchase these NSRs for $250,000, $1,000,000 and $1,500,000, respectively. Ivanhoe There is a 4% NSR over certain mineral claims of the Ivanhoe property. The Company has the right to purchase 3% of the NSR for $3,000,000. Also, the Company is to make a $1,000,000 payment upon the filing of a National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") compliant technical report which discloses a mineral reserve (proven and probable) totaling a minimum of 1,000,000 ounces of gold. Ross There is a 2% NSR over certain mineral claims of the Ross property. The Company has the right to purchase the NSR for $3,000,000. Kenogaming Township There is a 2% NSR over certain mineral claims of the Kenogaming Property. The Company has the right to purchase the NSR for $3,000,000. During the year ended June 30, 2025, the Company paid $1,538 (June 30, 2024 - $826) for the exploration program. The Company has agreed to pay the Mattagami First Nation and Flying Post First Nation 1% of the eligible exploration costs incurred annually. In addition to these properties, the West Porcupine Property acquisition also included claims staked by Probe for which there is no NSR. Rapier Gold Inc. On February 28, 2018, the Company completed the plan of arrangement with Rapier Gold Inc. ("Rapier") pursuant to which GFG acquired all of the outstanding shares of Rapier. Pursuant to the completion of the acquisition the Company acquired Rapier's Pen Gold Project, southwest of Timmins, Ontario. Further detail of the significant properties is provided below: NOTE 10 - Exploration and Evaluation Assets (continued) Pen Gold Project (continued) Pen Gold East The Company owns a 100% interest in the Pen Gold East property, located adjacent to the northeastern corner of Pen Gold South in Kenogaming Township, Porcupine Mining District. Pursuant to an option agreement entered into on June 1, 2012, total payments of $40,000 were required and paid, which payments are deductible against a potential $200,000 future payment if greater than 200,000 ounces of gold are mined. The Company has the right to purchase one-half of a 2% NSR for $2,000,000. Pen Gold South The Company has a 100% interest in the Pen Gold South property, located in the Kenogaming, Penhorwood and Keith Townships in Ontario, which is subject to a 2% NSR. The Company has the right to purchase 2% of the NSR for $3,000,000. Pen Gold North The Company has a 100% interest in the Pen Gold North property which is subject to a 2% production royalty. If the Company files a NI 43-101 compliant measured and indicated gold resource on the property, a payment of $5 per resource ounce is payable, up to a maximum of $5,000,000. Further, an additional $5 per resource ounce is due, subject to consumer price index adjustments, if the Company subsequently completes a positive feasibility study and arranges financing to construct a mine on the property. Porphyry Hill The Company has a 100% interest in the Porphyry Hill property, located in the Reeves township, which is subject to a 2% NSR. The Company has the right to purchase one-half of the 2% NSR for $1,000,000, subject to certain cost of living adjustments. Reeves The Company has a 100% interest in the Reeves property, located in the Reeves Township, Porcupine Mining District, which is subject to a 2% NSR. The Company has the right to purchase one-half of the 2% NSR for $1,000,000. The Company pays 2% of all costs of the exploration program annually to the Flying Post and Mattagami First Nations. During the year ended June 30, 2025, the Company paid $249 (June 30, 2024 - $271) for the exploration program. Sewell On June 25, 2018, the Company purchased, from a subsidiary of Alamos Gold Inc., 100% interest in the Sewell property, a land package consisting of one legacy claim and five patented claims covering approximately 3,000 hectares adjacent to the Company's Pen Gold Project. The Sewell property is subject to a 1% NSR. Dore Gold Project Swayze Property On December 21, 2017, the Company purchased, from Osisko Mining Inc. ("Osisko"), 100% of its interest in the Swayze property, a land package consisting of 56 claims southwest of the Pen Gold Project. The Company is subject to a 1% NSR on the Swayze property. The Company has the right to purchase the NSR for $1,000,000. The Company pays 1% of all eligible costs of the exploration program annually to the Flying Post First Nation. During the year ended June 30, 2025, the Company paid $1,405 (June 30, 2024 - $1,359) for exploration costs incurred on the Swayze property. NOTE 10 - Exploration and Evaluation Assets (continued) Dore Gold Project (continued) Subsequent to acquiring the Swayze Property, the Company acquired additional adjacent claims over several staking campaigns. The staked claims are held 100% by the Company and are not subject to any NSR. The Swayze Property and these additional staked claims constitute the Dore Gold Project. Ontario Goldarm Property Aljo Gold Project On April 27, 2022, the Company announced that it had finalized the acquisition of a 100% interest in 14 unpatented mining claims (the Aljo Mine Claims), subject to a net smelter royalty return royalty of 2%. The Aljo Mine Claims are adjacent to and form part of, the Company's newly consolidated Goldarm Property, which also includes the Montclerg Gold Project and the WWCC Property, east of the Timmins Gold District. WWCC Acquisition On April 13, 2022, the Company announced that it had completed its initial obligations under a definitive agreement (the "WWCC Agreement") with International Explorers and Prospectors Inc. ("IEP") to acquire a 100% interest in the 6,500-hectare WWCC property. Under the terms of the WWCC Agreement, GFG has the right to acquire 100% interest in the WWCC Property over a four-year period, subject to a net smelter return royalty of up to a maximum of 2% by: The issuance of an aggregate of 1,016,949 common shares of GFG (issued); The issuance of common shares of GFG following the anniversary date of the WWCC Agreement based on the VWAP for the five trading days immediately preceding the date of each anniversary date as follows: 12 months following the Effective Date, valued at $150,000 (issued) 24 months following the Effective Date, valued at $200,000 (issued) 36 months following the Effective Date, valued at $250,000 (issued) 48 months following the Effective Date, valued at $250,000 The total number of common shares issuable under the WWCC Agreement are subject to limitations determined by the TSX-V; Spending a minimum of $2.0 million in exploration expenditures over four years on the WWCC Property following the close of the WWCC Agreement; GFG will transfer $400,000 in assessment credits to IEP within 48 months following the Effective Date; Should GFG make a public announcement of a NI 43-101 compliant Mineral Resource of a minimum of 1,000,000 ounces of gold equivalent on certain claims comprising the WWCC Property, GFG shall make a one-time payment of $1.0 million in cash or common shares; and Should GFG make a subsequent public announcement(s) of a further NI 43-101 compliant Mineral Resource of a minimum of 1,000,000 ounces of gold equivalent on certain claims comprising the WWCC Property and that reside outside a two-kilometer ("km") radius from any previous announcement, GFG shall make a one-time payment in respect of each such subsequent announcement in the amount of $1.0 million, in either cash or in common shares. Montclerg Gold Project On October 24, 2023, the Company announced that it had completed the earn-in requirements to earn 100% of the Montclerg Gold Project, pursuant to a definitive agreement (the "Montclerg Agreement") with IEP. The Project consists of five patented claims and 110 lease claims and is subject to NSRs of up to 1.5% on certain of the claims - each NSR has certain repurchase provisions. Pursuant to an exploration agreement with Apitipi Anicinapek Nation ("AAN"), completed in March 2025 with an effective date of January 1, 2023, the Company has agreed to pay AAN 2% of the eligible exploration costs incurred annually on the Goldarm Property. The Goldarm Property is primarily comprised of the Montclerg Gold Project, the WWCC Project and the Aljo Gold Project. During the year ended June 30, 2025, the Company paid $81,490 (June 30, 2024 - $nil) for eligible exploration costs incurred from January 1, 2023 to December 31, 2024. NOTE 10 - Exploration and Evaluation Assets (continued) Wyoming Properties On December 16, 2024, the Company closed the sale of its 100% owned Rattlesnake Property to Patriot Gold Vault Ltd. ("Patriot") for $1,700,000 in cash, a $1,000,000 non-interest bearing promissory note, due December 16, 2025, and 3,061,224 common shares (subject to resale restrictions) of Axcap Ventures Inc. (the parent company of Patriot) having an undiscounted value of $581,633 (see Note 8). As part of the transaction, Patriot assumed the asset retirement obligation of $288,095 (see Note 16). The total gain on sale was recorded as follows: Consideration received $ Cash payments 1,700,000 Fair value of promissory note (see Note 9) 869,566 Fair value of common shares received (see Note 8) 490,131 Legal fees (74,517) Fair value of the consideration 2,985,180 Value of obligations transferred Asset retirement obligation (see Note 16) 288,095 Total gain on sale 3,273,275 Gain recognized in prior year (225,064) Gain recognized in current year 3,048,211 The transaction had the following additional terms: Patriot would replace the USD $219,000 cash deposit held with the Wyoming Department of Environmental Quality. If a NI 43-101 compliant resource estimate in the Rattlesnake Property reveals a mineral resource greater than 3,000,000 ounces of gold in a Measured and Indicated or Inferred category, Patriot will pay to GFG a further $1 per total mineral resource ounce in cash or common shares of Patriot, at the election of Patriot. The Company has not recorded an amount receivable as the Company is not aware that Patriot has filed a NI 43-101 compliant resource and therefore has determined the likelihood of this occurrence is not determinable. Patriot reimbursed GFG for all costs and expenses relating to the Rattlesnake Property incurred from the May 9, 2024 letter of intent to December 16, 2024. During the year ended June 30, 2025, the Company was reimbursed for $342,042 (June 30, 2024 - $nil) of costs and expenses relating to the Rattlesnake Property. At June 30, 2025, the Company is due $3,367 from Patriot (see Note 6). NOTE 11 - Property and Equipment Right-of-use Asset Computer Equipment Equipment Total Cost $ $ $ $ June 30, 2023 196,795 - 40,940 237,735 Additions - 8,373 - 8,373 June 30, 2024 196,795 8,373 40,940 246,108 Disposition - - (23,291) (23,291) June 30, 2025 196,795 8,373 17,649 222,817 Accumulated depreciation June 30, 2023 123,890 - 26,830 150,720 Depreciation 31,245 837 2,822 34,904 June 30, 2024 155,135 837 29,652 185,624 Depreciation 31,245 2,261 1,573 35,079 Disposition - - (18,958) (18,958) June 30, 2025 186,380 3,098 12,267 201,745 Net book value June 30, 2024 41,660 7,536 11,288 60,484 June 30, 2025 10,415 5,275 5,382 21,072 NOTE 12 - Accounts Payable and Accrued Liabilities June 30, 2025 June 30, 2024 $ $ Accounts payable 205,343 453,881 Accrued liabilities 117,552 137,210 322,895 591,091 NOTE 13 - Flow-through Share Premium Liabilities June 30, 2025 June 30, 2024 $ $ Balance, beginning of year 355,007 647,860 Premium liabilities recognized on flow-through shares issued Recovery of premium on flow-through shares: March 2023 issuance 736,474 - 370,437 (647,860) April 2024 issuance (355,007) (15,430) May 2025 issuance (117,401) - Balance, end of year 619,073 355,007 In May 2025, the Company issued 11,041,590 flow-through shares for gross proceeds of $3,000,000. These flow-through shares issued in a non-brokered private placement were issued at a premium to the market price in recognition of the tax benefits accruing to subscribers. The flow-through premium liability was calculated to be $736,474. The flow-through premium is derecognized through income as the qualifying expenditures are incurred. During the year ended June 30, 2025, the Company satisfied $117,401 of the commitment by incurring qualifying expenditures of $478,227. As of June 30, 2025, the Company is committed to incur $2,521,773 of qualifying expenditures by December 31, 2026. In April 2024, the Company issued 15,844,059 flow-through shares for gross proceeds of $1,717,182. These flow-through shares issued in a non-brokered private placement were issued at a premium to the market price in recognition of the tax benefits accruing to subscribers. The flow-through premium liability was calculated to be $370,437. The flow-through premium is derecognized through income as the qualifying expenditures are incurred. As of June 30, 2025, the Company has incurred all required expenditures. In March 2023, the Company issued 13,619,231 flow-through shares for gross proceeds of $2,458,998. These flow-through shares issued in a non-brokered private placement were issued at a premium to the market price in recognition of the tax benefits accruing to subscribers. The flow-through premium liability was calculated to be $699,749. The flow-through premium is NOTE 13 - Flow-through Share Premium Liabilities (continued) derecognized through income as the qualifying expenditures are incurred. As of June 30, 2024, the Company had incurred all required expenditures. NOTE 14 - Lease Liability In May 2022, the Company renewed its head office lease and recorded an increase to the right-of-use asset and the corresponding lease liability on the effective date of the renewal. A continuity of the lease liability for the year ended June 30, 2025, is as follows: June 30, 2025 June 30, 2024 $ $ Lease liability, beginning of year 51,400 81,937 Lease payments (42,598) (40,785) Interest expense 5,257 10,248 Total lease liability 14,059 51,400 Less: current portion (14,059) (37,341) Total non-current lease liability - 14,059 The maturity analysis of the undiscounted contractual balances of the lease liability is as follows: $ Less than one year 14,501 Total undiscounted lease liability at June 30, 2025 14,501 Total undiscounted lease payments exclude leases that are classified as short-term and leases for low-value assets, which are not recognized as lease liabilities. During the year ended June 30, 2025, the Company recognized an expense of $42,771 (June 30, 2024 - $20,655) on short-term and low-value leases. NOTE 15 - Advance As at June 30, 2025, the Company has a balance of $20,464 (June 30, 2024 - $20,044) payable to Evolving Gold. The advance is unsecured, non-interest bearing and due on demand . NOTE 16 - Asset Retirement Obligation On December 16, 2024, the Company sold its 100% owned Rattlesnake Property to Patriot. As part of the transaction, Patriot assumed the asset retirement obligation of $288,095. This balance was recorded as part of the consideration received with the offset to the gain on sale of the Rattlesnake Property. The following table presents the reconciliation of the reclamation liability: June 30, 2025 June 30, 2024 $ $ Balance, beginning of year 284,733 271,892 Sale of Rattlesnake property (see Note 10) (288,095) - Accretion expense 3,362 12,841 Balance, end of year - 284,733 NOTE 17 - Share Capital Authorized share capital Unlimited number of common shares without par value. Issued share capital At June 30, 2025, the Company had 282,528,173 common shares issued and outstanding (June 30, 2024 - 240,573,879). Common shares issued As at June 30, 2025, the issued share capital amounted to $61,735,701 (June 30, 2024 - $55,008,932). Changes to issued share capital are as follows: Number of common shares Amount Balance, June 30, 2023 209,416,017 $52,593,681 Shares issued for exploration and evaluation assets (i)(ii) 6,035,168 518,165 Shares issued for cash (iii) 25,122,694 2,380,253 Share issue costs - (112,730) Flow-through share premium liabilities (note 13 and (iii)) - (370,437) Balance, June 30, 2024 240,573,879 55,008,932 Warrants exercised, net of issue costs (iv) 28,557,907 3,711,029 Value of warrants exercised - 285,579 Exercise of stock options (v) 908,929 139,997 Value of stock options exercised - 87,260 Shares issued for exploration and evaluation assets (vi) 1,334,757 253,604 Shares issued for cash (vii) 11,041,590 3,000,000 Share issue costs - (34,226) Flow-through share premium liabilities (note 13 and (vii)) - (736,474) Shares issued for exploration agreement (viii) 111,111 20,000 Balance, June 30, 2025 282,528,173 61,735,701 On October 20, 2023, the Company made the second and final anniversary payment pursuant to the Montclerg Agreement with IEP. Pursuant to the Agreement, GFG issued a total of 3,535,168 common shares of the Company to IEP at a fair value of $318,165. Concurrent with this issuance the Company advised that pursuant to the Montclerg Agreement it had completed all required events and has earned a 100% interest in the Montclerg Property. On April 12, 2024, the Company issued shares pursuant to the WWCC Property option agreement with IEP (see Note 10); GFG issued a total of 2,500,000 common shares of the Company to IEP at a fair value of $200,000. On April 19, 2024, the Company closed a non-brokered private placement financing (the "Offering") whereby total common shares of 25,122,694 were issued for gross proceeds of $2,505,866. Pursuant to the Offering, GFG issued (i) 9,278,635 units of the Company ("Units") at a price of $0.085 per Unit for gross proceeds of $788,684; (ii) 9,697,000 "flow-through" units ("FT Units") at a price of $0.10 per FT Unit for gross proceeds of $969,700; and (iii) 6,147,059 premium units of the Company ("Premium Units") at a price of $0.1216 per Premium Unit for gross proceeds of $747,482. Each Unit consisted of one common share of the Company and one-half of one share purchase warrant, with each whole share purchase warrant (a "Warrant") entitling the holder thereof to acquire one additional common share of the Company at an exercise price of $0.13 for a period of 36 months from the date of issuance. Each FT Unit and each NOTE 17 - Share capital (continued) Premium Unit consisted of one common share of the Company that will qualify as a "flow-through share" for the purposes of the Income Tax Act (Canada) and one-half of one Warrant. A total of 12,561,345 share purchase warrants were issued. During the current fiscal year, pursuant to warrant exercises, the Company issued 28,557,907 common shares for proceeds, net of issue costs, of $3,711,029. These warrants had a fair value of $285,579. During the year, 908,929 stock options were exercised pursuant to the Company's stock option plan with a weighted-average grant price of $0.15 per common share for net proceeds of $139,997. On April 11, 2025, the Company issued shares pursuant to the WWCC Property option agreement with IEP (see Note 10); GFG issued a total of 1,334,757 common shares of the Company to IEP at a fair value of $253,604. On May 2, 2025, the Company closed a non-brokered private placement financing (the "Offering"). Pursuant to the Offering, the Company issued 11,041,590 premium flow-through units (each a "Premium Unit") at a price of $0.2717 per Premium Unit for gross proceeds of $3,000,000. Each Premium Unit consists of one common share of the Company and one share purchase warrant (a "Warrant") entitling the holder thereof to acquire one additional common share of the Company at an exercise price of $0.28 for a period of 24 months from the date of issuance. Each of the common shares and Warrants comprising the Premium Units qualify as a "flow-through share" for the purposes of the Income Tax Act (Canada). A total of 11,041,590 share purchase warrants were issued. On May 2, 2025, the Company issued shares pursuant to an exploration agreement with AAN; GFG issued a total of 111,111 common shares of the Company to AAN at a fair value of $20,000 (see Note 10). Stock options The Company has established a stock option plan under which common share purchase options may be granted to directors, officers, employees and consultants. The maximum number of shares available for options issuable under the stock option plan is 10% of the Company's common shares outstanding. Options granted have an exercise price of the Company's prior day closing price quoted on the TSX-V for the common shares of the Company. A summary of stock options activities are as follows: Year Ended Year Ended June 30, 2025 June 30, 2024 Number of options Weighted average exercise price Number of options Weighted average exercise price $ $ Outstanding, beginning of year 12,393,962 0.14 10,979,112 0.16 Granted 4,387,000 0.19 3,590,000 0.09 Exercised (908,929) 0.15 - - Forfeited/Expired (584,460) 0.18 (2,175,150) 0.16 Outstanding, end of year 15,287,573 0.15 12,393,962 0.14 In March 2025, the Company granted 4,187,000 stock options to directors, employees and consultants exercisable at a price of $0.195 per share for five years. The fair value of $0.12 per stock option was assigned using the Black-Scholes Option Pricing Model with the following assumptions: an expected life of five years; risk-free interest rate of 2.70%; a dividend yield of 0%; and volatility of 78.11%. 375,000 of these stock options vest immediately, 3,400,000 vest equally over two years with the initial vest occurring on the date of the grant and 412,000 vest over four quarters with the final vest to occur on December 31, 2025. In January 2025, the Company granted 150,000 stock options to an employee exercisable at a price of $0.18 per share for five NOTE 17 - Share Capital (continued) Stock options (continued) years. The fair value of $0.12 per stock option was assigned using the Black-Scholes Option Pricing Model with the following assumptions: an expected life of five years; risk-free interest rate of 3.10%; a forfeiture rate of 0%; dividend yield of 0%; and volatility of 83.26%. The options vest immediately. In November 2024, the Company granted 50,000 stock options to an employee exercisable at a price of $0.15 per share for five years. The fair value of $0.11 per stock option was assigned using the Black-Scholes Option Pricing Model with the following assumptions: an expected life of five years; risk-free interest rate of 3.14%; a forfeiture rate of 0%; dividend yield of 0%; and volatility of 84.16%. The options vest immediately. In February 2024, the Company granted 3,590,000 stock options to directors, employees and consultants exercisable at a price of $0.09 per share for five years. The fair value of $0.07 per stock option was assigned using the Black-Scholes Option Pricing Model with the following assumptions: an expected life of five years; risk-free interest rate of 3.63%; a dividend yield of 0%; and volatility of 82.52%. 225,000 of these stock options vest immediately, 2,815,000 vest equally over two years with the initial vest occurring on the date of the grant and 550,000 vest over four quarters with the final vest occurring on December 31, 2024. During the year, the Company issued 908,929 common shares from the exercise of 908,929 common share stock options having a weighted-average exercise price of $0.15. The weighted-average common share price at date of exercise was $0.22. The Company received net cash proceeds of $139,997 and the value of $87,260 was transferred from reserves to share capital. A summary of the stock options outstanding and exercisable at June 30, 2025 is as follows: Exercise Price Number Outstanding Number Exercisable Expiry Date $0.165 1,591,240 1,591,240 February 12, 2026 $0.14 230,215 230,215 April 6, 2026 $0.17 2,134,118 2,134,118 February 11, 2027 $0.15 2,830,000 2,830,000 February 14, 2028 $0.11 600,000 600,000 May 16, 2028 $0.09 3,515,000 2,576,667 February 15,2029 $0.15 50,000 50,000 November 14, 2029 $0.18 150,000 150,000 January 14, 2030 $0.195 4,187,000 1,714,333 March 18, 2030 15,287,573 11,876,573 Share-based compensation Year Ended June 30, 2025 Year Ended June 30, 2024 $ $ Stock options 315,755 241,457 Capitalized to exploration and evaluation assets 97,028 35,326 Total share-based compensation 412,783 276,783 NOTE 17 - Share Capital (continued) Warrants A summary of warrant activities are as follows: Year Ended Year Ended June 30, 2025 June 30, 2024 Number of warrants Weighted average exercise price Number of warrants Weighted average exercise price Outstanding, beginning of year 30,632,859 $ 0.16 1 23,997,268 $ 0.19 Granted 11,041,590 0.28 12,561,345 0.13 Exercised (28,557,907) 0.13 - - Expired (2,074,952) 0.13 (5,925,754) 0.22 Outstanding, end of year 11,041,590 0.28 30,632,859 0.16 1 During the year ended June 30, 2025, the Company completed the modification of the terms for its warrants issued on October 6, 2022 and March 21, 2023, as follows: Date of Issuance Original Exercise Price Amended Exercise Price Original Expiry Date Amended Expiry Date October 6, 2022 $0.17 $0.13 October 6, 2024 2 April 19, 2027 March 21, 2023 $0.18 $0.13 March 21, 2026 2 April 19, 2027 2 Subject to acceleration in certain circumstances. On November 7, 2024, the Company announced that it had elected to accelerate the expiry of the outstanding common share purchase warrants ("Warrants") originally issued on October 6, 2022, March 21, 2023 and April 19, 2024. This represents all the Company's 30,632,859 outstanding share purchase warrants. Pursuant to the terms of the Warrants, the Company could accelerate the expiry date of the Warrants if the closing price of the Company's common shares on the TSX-V equaled or exceeded $0.18 for 10 consecutive trading days (the "Acceleration Period"), to the date which is 30 days following the dissemination of the news release announcing the acceleration. The Company provided notice of the Acceleration Period and exercised its right to accelerate the expiry of the Warrants to 5:00 p.m. (Toronto Time) on December 9, 2024 (the "Accelerated Expiry Date"). Any Warrants remaining unexercised after the Accelerated Expiry Date expired. During the year ended June 30, 2025, 28,557,907 warrants were exercised, with a value of $285,579, for proceeds, net of issue costs, of $3,711,029. A summary of the warrants outstanding as at June 30, 2025 is as follows: Warrants Outstanding Exercise Price Expiry Date 11,041,590 $ 0.28 May 2, 2027 NOTE 17 - Share Capital (continued) Reserves Reserves are increased when recognizing the compensation costs related to share-based compensation and decreased where stock options are exercised: Year Ended June 30, 2025 Year Ended June 30, 2024 $ $ Reserves, beginning of year 3,558,454 3,156,058 Share-based compensation 412,783 276,783 Transfer to share capital on stock option exercises (87,260) - Value of warrants issued Value of warrants exercised - (285,579) 125,613 - Reserves, end of year 3,598,398 3,558,454 NOTE 18 - Earnings (Loss) Per Share Year Ended June 30, 2025 Year Ended June 30, 2024 Earnings (loss) available to common shareholders $ 1,541,643 $ (1,246,371) Wtd. Average number of shares - basic 259,898,180 217,351,538 Dilutive securities - stock options 1,688,685 - Wtd. Average number of shares - diluted 261,586,865 217,351,538 Basic and diluted earnings (loss) per share .01 (.01) Number of shares excluded from diluted earnings per share due to anti-dilutive effect 8,062,358 - NOTE 19 - Related Party Transactions Summary of key management personnel compensation: Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company's Board of Directors and corporate officers. Year Ended Year Ended June 30, 2025 June 30, 2024 $ $ Salaries and benefits capitalized to exploration and evaluation assets expenditures 213,566 176,786 Salaries and benefits (1) 623,911 632,336 Director fees 76,356 72,999 Share-based compensation 298,105 241,707 Share-based compensation capitalized to exploration and evaluation and assets expenditures 63,684 23,194 1,275,622 1,147,022 (1) Includes salaries and benefits reported within Investor relations. NOTE 19 - Related Party Transactions (continued) Compensation of the Company's key management personnel includes salaries, non-cash benefits and board retainers. Executive officers and members of the Board of Directors may also participate in the stock option program. NOTE 20 - Capital Disclosure and Management The Company manages its capital to ensure that there are adequate capital resources to safeguard the Company's ability to continue as a going concern through the optimization of its capital structure. The capital structure consists of shareholders' equity. The basis for the Company's capital structure is dependent on the Company's expected business growth and changes in business environment. To maintain or adjust the capital structure, the Company may issue new shares through private placement, incur debt or return capital to shareholders. To maximize ongoing exploration efforts, the Company does not pay out dividends. The Company's investment policy is to invest its excess cash in highly liquid short-term interest-bearing investments with short-term maturities matching timing of expenditures. The Company's capital management approach has remained unchanged during the year ended June 30, 2025. The Company is not subject to externally-imposed capital requirements. NOTE 21 - Financial Instruments and Risk Management The Company has exposure to the following risks from its use of financial instruments. Credit Risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its obligations. The Company's exposure to credit risk is on its cash held with Bank of Montreal and the Royal Bank of Canada. The carrying amounts represents the maximum credit exposure. Liquidity Risk Liquidity risk is the risk that the Company will incur difficulties meeting its financial obligations as they are due. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking harm to the Company's reputation. At June 30, 2025, the Company has current assets in excess of current liabilities of $5,583,539 which will be sufficient to fund 2025 Goldarm Property and Pen and Dore Gold Project exploration programs and general and administrative costs. Interest Rate Risk Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company has determined there is no material exposure related to interest rate risk. Foreign Exchange Risk Foreign exchange risk is the risk that fair value of future cash flows will fluctuate due to changes in foreign exchange rates. The Company classifies its fair value measurements in accordance with the three-level fair value hierarchy as follows: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 - Inputs other than quoted prices included within level 1 that are observable for the asset or liability either directly or indirectly; and Level 3 - Inputs that are not based on observable market data. NOTE 21 - Financial Instruments and Risk Management (continued) The carrying value of the Company's financial assets and liabilities as at June 30, 2025 and 2024 are approximate to their fair values due to their short-term nature. The carrying value of lease obligations where interest is charged at a fixed rate is not significantly different from the fair value. NOTE 22 - Income Taxes The reconciliation of the income tax rate to the income tax recovery presented in the accompanying statements of comprehensive loss is provided below: Year Ended Year Ended June 30, 2025 June 30, 2024 $ $ Income (loss) before income taxes 1,752,643 (1,098,371) Federal statutory rate 27% 27% Expected income tax recovery at statutory tax rates 473,214 (296,560) Change in statutory tax rates and other (287,849) 9,346 Non-deductible expenditures (36,719) (112,396) Impact of flow-through shares 592,760 638,484 Share issue cost (9,695) (8,060) Adjustment to prior years provision versus statutory tax returns and expiry of non-capital losses 3,055 25,198 Unrecognized deductible temporary differences (523,766) (108,012) Income tax expense 211,000 148,000 The significant components of the Company's deferred tax assets and liabilities are as follows: Year Ended Year Ended June 30, 2025 June 30, 2024 Deferred Tax Assets (Liabilities) $ $ Exploration and evaluation assets (4,669,000) (1,778,224) Asset retirement obligation - 59,794 Share issue costs 41,000 47,895 Property and equipment 46,580 46,737 Non-capital losses 6,486,457 4,288,924 Marketable securities 26,551 - 1,931,588 2,665,126 Unrecognized deferred tax assets (2,290,588) (2,813,126) Net deferred tax liabilities (359,000) (148,000)

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