GFG Resources : Third Quarter 2026 Financial Statements

About this update from Gfg Resources, Inc.

‌GFG Resources Inc. Condensed Interim Consolidated Financial Statements (Unaudited) For the three and nine months ended March 31, 2026 and 2025 Expressed in Canadian Dollars NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Under National Instruments 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that an auditor has not reviewed the financial statements. The accompanying unaudited condensed interim consolidated financial statements of the Company for the three and nine months ended March 31, 2026, have been prepared by and are the responsibility of the Company's management. The Company's independent auditor has not performed a review of these financial statements. ‌Condensed Interim Consolidated Statements of Financial Position (Unaudited - Expressed in Canadian Dollars) March 31, June 30, 2026 2025 $ $ Assets Current Assets Cash and cash equivalents (note 3) 4,211,755 4,649,387 Receivables (note 4) 278,832 146,334 Reclamation bond (note 5) - 298,782 Prepaid expenses 210,651 140,963 Investment (note 6) 1,074,490 384,957 Promissory note receivable (note 7) - 939,607 Non-Current Assets 5,775,728 6,560,030 Deposits 11,349 12,800 Exploration and evaluation assets (notes 8, 14 and 15) 41,692,847 36,757,211 Property and equipment (note 9) 139,554 21,072 47,619,478 43,351,113 Liabilities and Shareholders' Equity Current Liabilities Accounts payable and accrued liabilities (note 10) 1,027,067 322,895 Flow-through share premium liabilities (note 11) 318,474 619,073 Lease liability (note 12) 27,973 14,059 Advance (note 13) 20,908 20,464 Non-Current Liabilities 1,394,422 976,491 Lease liability (note 12) 101,208 - Deferred tax liability 1,202,000 359,000 Shareholders' Equity 2,697,630 1,335,491 Share capital (note 14) 64,600,893 61,735,701 Reserves (note 14) 4,348,780 3,598,398 Accumulated other comprehensive loss (678,440) (678,440) Deficit (23,349,385) (22,640,037) 44,921,848 42,015,622 47,619,478 43,351,113 Going concern (note 1) Subsequent event (note 18) "Patrick Downey" "Arnold Klassen" Patrick Downey, Chair Arnold Klassen, Audit Chair The accompanying notes are an integral part of these condensed interim consolidated financial statements Condensed Interim Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss) (Unaudited - Expressed in Canadian Dollars) Three Months Ended Nine Months Ended March 31, 2026 March 31, 2025 March 31, 2026 March 31, 2025 $ $ $ $ Expenses Bank charges and interest 785 664 2,187 2,071 Consulting fees - - 12,000 - Depreciation (note 9) 9,581 8,713 27,425 26,367 Directors' fees (note 15) 20,488 19,369 61,463 55,868 Insurance 12,168 12,972 41,462 39,011 Investor relations (note 15) 218,102 146,240 543,374 459,929 Memberships and dues 27,839 22,268 39,062 29,502 Professional fees 18,647 35,800 71,840 99,302 Office 11,804 15,047 37,716 50,002 Regulatory and filing fees 16,842 18,108 35,455 30,494 Rent 9,147 8,622 26,916 25,536 Salaries and benefits (note 15) 268,910 136,651 583,565 386,351 Share-based compensation (notes 14 and 15) 138,405 160,337 257,200 239,136 Travel 736 63 2,680 5,079 (753,454) (584,854) (1,742,345) (1,448,648) Other income (loss) Interest and other expense (16,517) (2,172) (27,451) (10,032) Recovery of premium on flow-through shares (note 11) 516,920 136,185 1,045,922 355,007 Foreign exchange gain (706) (415) 2,172 23,538 Gain on sale of the Rattlesnake property (note 8) - - - 3,048,211 Loss on sale of equipment - - - (4,333) Change in fair value of investment (note 6) 428,393 9,200 689,533 24,905 Interest income 35,153 34,220 103,526 72,917 Other income - 32,162 62,295 110,753 963,243 209,180 1,875,997 3,620,966 Net income (loss) before income taxes 209,789 (375,674) 133,652 2,172,318 Income tax expense - deferred (590,000) (106,000) (843,000) (180,100) Net income (loss) and comprehensive income (loss) (380,211) (481,674) (709,348) 1,992,218 Basic and diluted income (loss) per share (0.00) (0.00) (0.00) 0.01 Weighted average number of common shares - basic 302,489,739 269,161,250 293,185,513 253,741,846 Weighted average number of common shares - diluted 302,489,739 269,161,250 293,185,513 255,117,886 The accompanying notes are an integral part of these condensed interim consolidated financial statements GFG RESOURCES INC. Condensed Interim Consolidated Statements of Changes in Shareholders' Equity For the Nine Months Ended March 31, 2026 and 2025 (Unaudited - Expressed in Canadian Dollars) Number of Shares Issued Share Capital Reserves Accumulated Other Comprehensive Loss Deficit Total $ $ $ $ $ Balance at June 30, 2025 282,528,173 61,735,701 3,598,398 (678,440) (22,640,037) 42,015,622 Shares issued for cash (note 14 (b)(vi)) 19,961,566 3,692,890 426,788 - - 4,119,678 Share issue costs - (82,375) - - - (82,375) Flow-through share premium liability (note 11) - (745,323) - - - (745,323) Share-based compensation (note 14) - - 323,594 - - 323,594 Net loss - - - - (709,348) (709,348) Balance at March 31, 2026 302,489,739 64,600,893 4,348,780 (678,440) (23,349,385) 44,921,848 Balance at June 30, 2024 240,573,879 55,008,932 3,558,454 (678,440) (24,181,680) 33,707,266 Warrants exercised, net of issue costs (note 14 (b)(i)) 28,557,907 3,711,029 - - - 3,711,029 Fair value of warrants exercised (note 14 (b)(i)) - 285,579 (285,579) - - - Exercise of stock options 883,929 137,747 - - - 137,747 Transfer to share capital - 85,527 (85,527) - - - Share-based compensation (note 14) - - 326,197 - - 326,197 Net income - - - - 1,992,218 1,992,218 Balance at March 31, 2025 270,015,715 59,228,814 3,513,545 (678,440) (22,189,462) 39,874,457 The accompanying notes are an integral part of these condensed interim consolidated financial statements Condensed Interim Consolidated Statements of Cash Flows (Unaudited - Expressed in Canadian Dollars) Nine Months Ended March 31, 2026 March 31, 2025 $ $ Operating activities Net income before income taxes 133,652 2,172,318 Items not affecting cash: Accretion interest - 3,362 Depreciation 2,654 2,933 Depreciation - right-of-use asset 24,771 23,434 Foreign exchange 444 (13,569) Recovery of flow-through share premium (1,045,922) (355,007) Share-based compensation 257,200 239,136 Interest expense 15,666 4,477 Loss on sale of equipment - 4,333 Accretion of promissory note (60,393) (37,522) Change in fair value of investment (689,533) (24,905) Gain on sale of the Rattlesnake property - (3,048,211) Change in non-cash working capital items: Receivables (132,498) (180,571) Prepaid expenses and deposits (68,237) (87,142) Accounts payable and accrued liabilities 170,142 36,068 Net cash used in operating activities (1,392,054) (1,260,866) Investing activities Exploration and evaluation assets, net of recoveries (4,335,212) (2,581,333) Proceeds from sale of Rattlesnake property - 1,400,419 Proceeds from promissory note receivable 1,000,000 - Reclamation bond release 298,782 - Equipment (13,200) - Net cash used in investing activities (3,049,630) (1,180,914) Financing activities Proceeds from share issuances, net of issue costs 4,037,303 - Proceeds from warrant exercises, net of issue costs - 3,711,029 Proceeds from stock option exercise - 137,747 Lease payments (33,251) (31,722) Net cash provided by financing activities 4,004,052 3,817,054 Increase (decrease) in cash and cash equivalents (437,632) 1,375,274 Cash and cash equivalents, beginning of period 4,649,387 2,147,401 Cash and cash equivalents, end of period 4,211,755 3,522,675 Non-cash transactions: $ $ Exploration and evaluation assets in accounts payable at period end 534,030 694,766 Share-based compensation pertaining to exploration and evaluation assets 66,394 87,061 The accompanying notes are an integral part of these condensed interim 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 condensed interim 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 $23,349,385. 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 condensed interim consolidated financial statements for the three and nine months ended March 31, 2026, including comparatives, have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards") and the interpretations issued by the IFRS Interpretations Committee ("IFRIC"). These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard ("IAS") 34 - Interim Financial Reporting. These condensed interim consolidated financial statements do not include all of the information required for full IFRS financial statements and therefore should be read in conjunction with the Company's most recent audited consolidated financial statements for the year ended June 30, 2025, which were prepared in accordance with IFRS Accounting Standards. The accounting policies and methods of application applied by the Company in these condensed interim consolidated financial statements are the same as those applied in the Company's most recent audited consolidated financial statements for the year ended June 30, 2025. The condensed interim consolidated financial statements were authorized for issuance by the Board of Directors on May 13, 2026. Basis of measurement These condensed interim 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 These condensed interim 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 NOTE 2 - Basis of Preparation and Statement of Compliance (continued) 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 condensed interim consolidated financial statements and reported amounts of expenses during the period. 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. 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 critical judgments and estimates that management have made in the process of applying the Company's accounting policies are disclosed in the Company's audited consolidated financial statements for the year ended June 30, 2025. NOTE 3 - Cash and cash equivalents March 31, June 30, 2026 2025 $ $ Cash on deposit at bank 125,768 446,688 Redeemable GIC 4,065,000 4,180,766 Cash held in trust account 20,987 21,933 4,211,755 4,649,387 NOTE 4 - Receivables March 31, June 30, 2026 2025 $ $ GST 224,102 63,281 Interest receivable 54,730 27,864 Other receivables 1 - 55,189 278,832 146,334 1 As at June 30, 2025 , o ther receivables included $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 8) and $51,822 due from Group 11 Technologies Inc., both of which were received during fiscal 2026. NOTE 5 - Reclamation Bond At March 31, 2026, the Company had no reclamation bond relating to the Rattlesnake Property outstanding (June 30, 2025 - $298,782). Pursuant to the terms of the Rattlesnake Agreement (see Note 8) the purchaser had 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 during fiscal 2026. NOTE 6 - Investment March 31, June 30, 2026 2025 $ $ Balance, beginning of period 384,957 - Fair value of common shares received - 490,131 Change in fair value 689,533 (105,174) Balance, end of period 1,074,490 384,957 Pursuant to the terms of the Rattlesnake Agreement (see Note 8), the Company received 306,122 shares of TSX listed Roxmore Resources Inc. (formerly Axcap Ventures Inc.). The Company was initially issued 3,061,224 shares which were subsequently consolidated on a 10:1 basis (the "Consideration shares"). The Consideration shares had an undiscounted value of $581,633, or $0.19 per share, and were subject to certain resale restrictions, which expired March 16, 2026. The investment is classified as Fair Value Through Profit or Loss. The fair value of the Consideration shares was calculated based on the quoted market price of the shares on the TSX. For the nine months ended March 31, 2026, the Company recognized a mark to market gain of $689,533 (June 30, 2025 - $(105,174)) on the Consideration shares and at March 31, 2026, reported a fair value of $1,074,490 (June 30, 2025 - $384,957). NOTE 7 - Promissory Note Receivable The following table presents the reconciliation of the promissory note receivable: March 31, June 30, 2026 2025 $ $ Balance, beginning of period 939,607 - Fair value of promissory note received - 869,566 Unwinding of discount 60,393 70,041 Settlement of promissory note receivable (1,000,000) - Balance, end of period - 939,607 Pursuant to the terms of the Rattlesnake Agreement (see Note 8), the purchaser issued a $1,000,000 non-interest bearing promissory note. The note was secured by a mortgage, comprised of a lien against and security interest in all the mineral properties of the Rattlesnake Property and was due December 16, 2025. On initial recognition, the Company discounted the note to its net present value of $869,566 at a rate of 15%. For the nine months ended March 31, 2026, the Company recognized accretion interest income of $60,393 (June 30, 2025 - $70,041) on the unwinding of the discount on the promissory note receivable, reported as other income in the condensed interim consolidated Financial Statements. During the current period, the Company received the $1,000,000 final settlement of the promissory note receivable and at March 31, 2026, reported a fair value of $nil (June 30, 2025 - $939,607). NOTE 8 - 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, 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 575,338 267,973 843,311 Salaries and benefits 298,847 530,144 828,991 Drilling 558,603 402,115 960,718 Geochemistry 294,955 257,209 552,164 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 Additions: Acquisition and staking costs - 750 750 Exploration expenses Claim maintenance fees 10,400 10,050 20,450 Consulting 41,911 696,454 738,365 Salaries and benefits 63,271 656,141 719,412 Drilling 6,160 2,017,265 2,023,425 Geochemistry 28,907 256,125 285,032 Geophysics - 35,101 35,101 General field expenses 27,186 1,085,915 1,113,101 177,835 4,757,801 4,935,636 Balance at March 31, 2026 25,953,075 15,739,772 41,692,847 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. NOTE 8 - Exploration and Evaluation Assets (continued) Pen Gold Project (continued) 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. 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 details of the significant properties is provided below: 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. NOTE 8 - Exploration and Evaluation Assets (continued) Pen Gold Project (continued) 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. 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 Project 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 (issued; see Note 18); Spending a minimum of $2.0 million in exploration expenditures over four years on the WWCC Property following the close of the WWCC Agreement (incurred); GFG will transfer $400,000 in assessment credits to IEP within 48 months following the Effective Date (transferred); 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 NOTE 8 - Exploration and Evaluation Assets (continued) Ontario Goldarm Property (continued) 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. On April 13, 2026, the Company announced that it had completed the earn-in requirements to earn 100% of the WWCC Property, pursuant to the WWCC Agreement with IEP. 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. 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 and paid December 16, 2025, and 306,122 common shares (the Company was initially issued 3,061,224 shares which were subsequently consolidated on a 10:1 basis) of Roxmore Resources Inc. (formerly Axcap Ventures Inc. (the parent company of Patriot)) having an undiscounted value of $581,633. As part of the transaction, Patriot assumed the asset retirement obligation of $288,095. During the three and nine months ended March 31, 2026, the gain recognized on the sale of the Rattlesnake Property was $nil. For the three and nine months ended March 31, 2025, the Company reported a gain on the sale of $nil and $3,048,211, respectively. The transaction had the following additional terms: Patriot would replace the USD $219,000 cash deposit held with the Wyoming Department of Environmental Quality (see Note 5); 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; and 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 fiscal 2026 the Company received the final reimbursement of $3,367 (see Note 4). NOTE 9 - Property and Equipment Right-of-use Asset Computer Equipment Equipment Total $ $ $ $ Cost 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 Additions (see Note 12) 132,707 - 13,200 145,907 March 31, 2026 329,502 8,373 30,849 368,724 Accumulated depreciation 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 Depreciation 24,771 1,187 1,467 27,425 March 31, 2026 211,151 4,285 13,734 229,170 Net book value June 30, 2025 10,415 5,275 5,382 21,072 March 31, 2026 118,351 4,088 17,115 139,554 NOTE 10 - Accounts Payable and Accrued Liabilities March 31, June 30, 2026 2025 $ $ Accounts payable 810,931 205,343 Accrued liabilities 216,136 117,552 1,027,067 322,895 NOTE 11 - Flow-through Share Premium Liabilities March 31, June 30, 2026 2025 $ $ Balance, beginning of period 619,073 355,007 Premium liabilities recognized on flow-through shares issued Recovery of premium on flow-through shares: 745,323 736,474 April 2024 issuance - (355,007) May 2025 issuance (619,073) (117,401) November 2025 issuance (426,849) - Balance, end of period 318,474 619,073 In November 2025, the Company issued 19,961,566 flow-through shares for gross proceeds of $4,119,678. 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 $745,323. The flow-through premium is derecognized through income as the qualifying expenditures are incurred. During the nine months ended March 31, 2026, the NOTE 11 - Flow-through Share Premium Liabilities (continued) Company satisfied $426,849 of the commitment by incurring qualifying expenditures of $2,359,354. As of March 31, 2026, the Company is committed to incur $1,760,324 of qualifying expenditures by December 31, 2026. 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. As of March 31, 2026, the Company had incurred all required expenditures. 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. The Company has incurred all required expenditures. NOTE 12 - Lease Liability In July 2025, 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 nine months ended March 31, 2026 and year ended June 30, 2025, is as follows: March 31, June 30, 2026 2025 $ $ Lease liability, beginning of period 14,059 51,400 Additions (see Note 9) 132,707 - 146,766 51,400 Lease payments (33,251) (42,598) Interest expense 15,666 5,257 Total lease liability, end of period 129,181 14,059 Less: current portion (27,973) (14,059) Total non-current lease liability 101,208 - The maturity analysis of the undiscounted contractual balances of the lease liability is as follows: $ Less than one year 45,500 Two to three years 94,600 More than three years 28,350 Total undiscounted lease liability at March 31, 2026 168,450 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 nine months ended March 31, 2026, the Company recognized an expense of $39,300 (March 31, 2025 - $32,013) on short-term and low-value leases. NOTE 13 - Advance As at March 31, 2026, the Company has a balance of $20,908 (June 30, 2025 - $20,464) payable to Evolving Gold. The advance is unsecured, non-interest bearing and due on demand . NOTE 14 - Share Capital Authorized share capital Unlimited number of common shares without par value. Issued share capital At March 31, 2026, the Company had 302,489,739 common shares issued and outstanding (June 30, 2025 - 282,528,173). Common shares issued As at March 31, 2026, the issued share capital amounted to $64,600,893 (June 30, 2025 - $61,735,701). Changes to issued share capital during the nine months ended March 31, 2026 and year ended June 30, 2025 is as follows: Number of common shares Amount $ Balance, June 30, 2024 240,573,879 55,008,932 Warrants exercised, net of issue costs (i) 28,557,907 3,711,029 Value of warrants exercised (i) - 285,579 Exercise of stock options (ii) 908,929 139,997 Value of stock options exercised (ii) - 87,260 Shares issued for exploration and evaluation assets (iii) 1,334,757 253,604 Shares issued for cash (iv) 11,041,590 3,000,000 Share issue costs - (34,226) Flow-through share premium liabilities (note 11 and (iv)) - (736,474) Shares issued for exploration agreement (v) 111,111 20,000 Balance, June 30, 2025 282,528,173 61,735,701 Shares issued for cash (vi) 19,961,566 4,119,678 Value of warrants issued (vi) - (426,788) Share issue costs - (82,375) Flow-through share premium liabilities (note 11 and vi) - (745,323) Balance, March 31, 2026 302,489,739 64,600,893 During fiscal 2025, 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 fiscal 2025, 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. These options had a fair value of $87,260. On April 11, 2025, the Company issued shares pursuant to the WWCC Property option agreement with IEP (see Note 8); 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 8). NOTE 14 - Share Capital (continued) On November 3, 2025, the Company closed the first tranche of its private placement with the issuance of 11,411,438 premium flow-through units of the Company (each, a "Premium Unit") at a price of $0.2224 per Premium Unit for gross proceeds of $2,537,904. Each Premium Unit consists of one common share of the Company and one-half of one share purchase warrant (each whole such share purchase warrant, a "Warrant"), with each Warrant entitling the holder to acquire one additional common share of the Company at an exercise price of $0.24 for a period of 24 months from the date of issuance. A total of 5,705,719 share purchase warrants were issued. The fair value attributed to the warrants under the residual value method was $426,788. On November 7, 2025, the Company closed the second and final tranche of its private placement with the issuance of 8,550,128 flow-through common shares of the Company at a price of $0.185 per common share for gross proceeds of $1,581,774. Total common shares of 19,961,566 were issued for gross proceeds of $4,119,678. 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: Nine Months Ended Year Ended March 31, 2026 June 30, 2025 Number of options Weighted average exercise price Number of options Weighted average exercise price $ $ Outstanding, beginning of period 15,287,573 0.15 12,393,962 0.14 Granted 3,530,000 0.145 4,387,000 0.19 Exercised - - (908,929) 0.15 Expired (1,591,240) 0.165 (584,460) 0.18 Outstanding, end of period 17,226,333 0.15 15,287,573 0.15 In February 2026, the Company granted 3,530,000 stock options to directors, employees and consultants exercisable at a price of $0.145 per share for five years. The fair value of $0.08 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 2.75%; a dividend yield of 0%; and volatility of 67.99%. 3,155,000 vest equally over two years with the initial vest occurring on the date of the grant and 375,000 of these stock options vest immediately. 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 occurring 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 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 vested immediately. NOTE 14 - Share Capital (continued) Stock Options (continued) 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 vested immediately. During fiscal 2025, 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 March 31, 2026 is as follows: Exercise Price Number Outstanding Number Exercisable Expiry Date $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 3,515,000 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 3,053,667 March 18, 2030 $0.145 3,530,000 1,426,667 February 18,2031 17,226,333 13,989,667 Share-based compensation Three Months Ended Nine Months Ended March 31, 2026 March 31, 2025 March 31, 2026 March 31, 2025 $ $ $ $ Stock options 138,405 160,337 257,200 239,136 Capitalized to exploration and evaluation assets 47,198 76,315 66,394 87,061 Total Share-based compensation 185,603 236,652 323,594 326,197 Warrants A summary of warrant activities are as follows: Nine Months Ended Year Ended March 31, 2026 June 30, 2025 Number of warrants Weighted average exercise price Number of warrants Weighted average exercise price $ $ Outstanding, beginning of period 11,041,590 0.28 30,632,859 0.16 1 Issued 5,705,719 0.24 11,041,590 0.28 Exercised - - (28,557,907) 0.13 Expired - - (2,074,952) 0.13 Outstanding, end of period 16,747,309 0.27 11,041,590 0.28 A summary of the warrants outstanding as at March 31, 2026 is as follows: Warrants Outstanding Exercise Price Expiry Date $ 11,041,590 0.28 May 2, 2027 5,705,719 0.24 November 3, 2027 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. 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 represented 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 at that time 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. Reserves Reserves are increased when recognizing the compensation costs related to share-based compensation and decreased where stock options are exercised: Nine Months Ended Year Ended March 31, 2026 June 30, 2025 $ $ Reserves, beginning of period 3,598,398 3,558,454 Share-based compensation 323,594 412,783 Warrants 426,788 - Transfer to share capital on stock option exercises - (87,260) Value of warrants exercised - (285,579) Reserves, end of period 4,348,780 3,598,398 NOTE 15 - 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. Three Months Ended Nine Months Ended March 31, 2026 March 31, 2025 March 31, 2026 March 31, 2025 $ $ $ $ Salaries and benefits capitalized to exploration and evaluation assets 107,544 59,298 244,883 155,969 Salaries and benefits (1) 339,974 162,648 733,293 455,389 Director fees 20,488 19,369 61,463 55,868 Share-based compensation 132,061 148,122 250,856 221,395 Share-based compensation capitalized to exploration and evaluation assets 21,823 25,383 41,016 36,128 621,890 414,820 1,331,514 924,749 (1) Includes salaries and benefits reported within Investor relations. 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 16 - 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 three and nine months ended March 31, 2026. The Company is not subject to externally-imposed capital requirements. NOTE 17 - 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. NOTE 17 - Financial Instruments and Risk Management (continued) 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 March 31, 2026, the Company has current assets in excess of current liabilities of $4,381,306 which will be sufficient to fund 2026 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. The carrying value of the Company's financial assets and liabilities as at March 31, 2026 and 2025 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 18 - Subsequent event Effective April 10, 2026, the Company issued shares pursuant to an earn-in agreement with IEP (see Note 8); GFG issued a total of 1,665,556 common shares of the Company to IEP at a deemed value of $0.1501 per common share based on the VWAP for the five previous trading days, inclusive of April 10, 2026.

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