3rd Quarter Report - Sep 30, 2025 FS

(Expressed in Canadian dollars)

These condensed consolidated interim financial statements are authorized for issue by the Board of Directors on November 24, 2025.

They are signed on the Company's behalf by:

"Gerald Panneton" "Patsie Ducharme"

Gerald Panneton, Chairman and Chief Executive Officer

Patsie Ducharme, Director

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

(Unaudited; Expressed in Canadian dollars)

Three months ended September 30

Nine months ended September 30

Note 2025 2024 2025 2024

EXPENSES

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

(Expressed in Canadian dollars)

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

(Unaudited; Expressed in Canadian dollars)

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

1. NATURE AND CONTINUANCE OF OPERATIONS

   Gold Terra Resource Corp. (the "Company" or "Gold Terra") was incorporated under the Business Corporations Act (British Columbia) on August 1, 2007 and its principal activity is the exploration and development of mineral properties in Canada. The Company trades on the TSX Venture Exchange ("TSX-V") under the symbol "YGT" and OTCQB Market under the symbol "YGTFF".

   The head office of the Company is located at 410-325 Howe Street, Vancouver, British Columbia, Canada, V6C 1Z7. The registered address and records office of the Company is located at 2200-885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3E8.

   The Company has one wholly owned subsidiary, Gold Matter Corporation ("Gold Matter"), which was incorporated under the Business Corporations Act (Ontario).

   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. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. As at September 30, 2025, the Company has not advanced its properties to commercial production and is not able to finance day-to-day activities through operations. The Company's continuation as a going concern is dependent upon the successful results from its mineral property exploration activities and its ability to attain profitable operations and generate funds there from and/or raise equity capital or borrowings sufficient to meet current and future obligations. Management is aware, in making its assessment, of material uncertainties related to events and conditions that may cast significant doubt upon the Company's ability to continue as a going concern as described above, and accordingly, the appropriateness of the use of accounting principles applicable to a going concern.

   These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION

Statement of compliance to International Financial Reporting Standards ("IFRS")

These consolidated financial statements, including comparatives, have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).

Basis of consolidation and presentation

These condensed consolidated interim financial statements of the Company have been prepared on an accrual basis and are based on historical costs, modified where applicable. The financial statements are presented in Canadian dollars, the Company's functional currency, unless otherwise noted.

The preparation of condensed consolidated interim financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.

1. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (cont'd)

   Material accounting policies

   These unaudited condensed consolidated interim financial statements have been prepared in accordance with IFRS as issued by the IASB on a basis consistent with those followed in the Company's most recent annual financial statements for the period ended December 31, 2024.

   These unaudited condensed consolidated interim financial statements do not include all note disclosures required by IFRS for annual financial statements and therefore should be read in conjunction with the annual financial statements for the period ended December 31, 2024. In the opinion of management, all adjustments considered necessary for fair presentation of the Company's financial position, results of operations and cash flows have been included. Operating results for the nine-month period ended September 30, 2025 are not necessarily indicative of the results that may be expected for the current fiscal year.

   New accounting standards and interpretations

   There were no new accounting standards and interpretations which had a material impact on adoption during the nine months ended September 30, 2025.

   Pronouncements that are not applicable or that do not have a significant impact on the Company have not been included in these condensed consolidated interim financial statements.

2. EQUIPMENT Cost

   	Balance, January 1, 2024 Acquisitions	$ 230,916 -
   	Balance, December 31, 2024	230,916
   	Acquisitions	3,000
   	Balance, September 30, 2025	$ 233,916
   	Accumulated amortization
   	Balance, January 1, 2024	$ 225,560
   	Amortization	3,716
   	Balance, December 31, 2024	229,276
   	Amortization	1,760
   	Balance, September 30, 2025	$ 231,036
   	Net book value, December 31, 2024	$ 1,640
   	Net book value, September 30, 2025	$ 2,880

3. MARKETABLE SECURITIES

   On June 26, 2023, the Company received 2,200,000 shares of Midas Minerals Ltd. ("Midas") pursuant to a definitive agreement signed on May 31, 2023 (Note 6a). The shares are measured and presented at fair value using the observable market share price as at the date of the statements of financial position. The gain or loss as a result of the re-measurement is recorded through profit and loss ("FVTPL"). On June 17, 2024 all the shares were sold for proceeds of $117,708.

   Nine months ended September 30 2025 2024

   Net changes in fair value on marketable securities through profit and loss:

   Beginning of the year Fair value changes Proceeds from sale on June 17, 2024 Loss on sale on June 17, 2024	$	- $ 277,231 - (127,939) - (117,708) - (31,584)
   Fair Value at the end of the period	$	- $ -

4. RECLAMATION DEPOSITS

   As of September 30, 2025, security deposits of $152,540 (December 31, 2024 - $152,540) were deposited with the Minister of Aboriginal Affairs and Northern Development Canada for land use permits issued by the Mackenzie Valley Land and Water Board ("MVLWB") for the Company's exploration properties in the Northwest Territories. The security deposits will be refunded once the land use permit ends and a final report describing land use activities during the respective term of the permits are submitted to the MVLWB and reclamation activities are completed.

5. EXPLORATION AND EVALUATION ASSETS
   1. Yellowknife Project, Northwest Territories

The Yellowknife project ("YP") is comprised of the Northbelt, Southbelt, Eastbelt and Quyta-Bell properties in the Northwest Territories as well as additional claims and property interests that have been acquired and incorporated into the Northbelt, Southbelt and Eastbelt properties as described in more detail below.

In May 2013 and May 2015, the Company granted Osisko Gold Royalties Ltd. ("Osisko"; now known as OR Royalties Inc. ("OR Royalties")) an option to acquire a 3% net smelter return royalty ("NSR") on certain properties in the YP by making a payment of $4,000,000 within three months following commencement of production.

In March 2025, OR Royalties elected to early exercise the first tranche of its royalty option for a 2% NSR on Gold Terra's Yellowknife property in exchange for a cash payment of $2,000,000.

In August 2025, the Company received a grant of $65,389 from the government of Northwest Territories to help fund the exploration program for this current year.

Northbelt Property

The Company owns 100% of the mineral lease and claims in the Northbelt Property. On certain leases and claims, the Company is obligated to pay an annual advance royalty of $20,000 until the commencement of production.

To September 30, 2025, the Company has incurred total exploration and evaluation expenditures, net of recoveries, of $32,774,540 (December 31, 2024 - $34,798,072) on the Northbelt Property.

1. EXPLORATION AND EVALUATION ASSETS (cont'd)
   1. Yellowknife Project, Northwest Territories (cont'd)

Southbelt Property

The Company owns 100% of the mineral claims in the Southbelt Property.

To September 30, 2025, the Company has incurred exploration and evaluation expenditures totalling

$619,453 (December 31, 2024 - $591,736) on the Southbelt Property.

Eastbelt Property

On February 1, 2017, the Company announced that it had staked certain claims east of the City of Yellowknife known as the Eastbelt Property that have been incorporated into the YP.

On September 15, 2017, the Company acquired contiguous claims which have been incorporated into the Eastbelt Property. The claims are subject to a 2% NSR. The Company has the right, at any time, to purchase 1% of the 2% NSR for $1,000,000. On completion of the acquisition, the Company is also obligated to pay an annual advance royalty of $6,000 until the commencement of production. As consideration, the Company paid a total of $50,000 and issued a total of 150,000 common shares with a fair value of $58,500.

On November 17, 2017, the Company acquired an additional contiguous claim that has been incorporated into the Eastbelt Property. As consideration, the Company paid $5,000 and issued 40,000 common shares at a fair value of $20,000. The Company also incurred additional acquisition costs of $17,166.

On September 25, 2018, the Company acquired additional contiguous claims, the Tom and Sickle claims, that have been incorporated into the Eastbelt Property. As consideration, the Company paid $25,000 and issued 250,000 common shares at a fair value of $95,000. The Company also incurred additional acquisition costs of $132,380. These claims are subject to a 2% NSR.

On January 30, 2020, the Company acquired 100% interest in two claims, Aurora 1 and 2 in Yellowknife which are contiguous to the existing properties. The acquisition terms were:

• $10,000 cash paid;

• Issued 100,000 common shares, with a fair value of $25,000; and

• A 2% NSR royalty with a buyback of 1% for $1,000,000 and an additional 0.5% buyback for a further

$1,000,000.

To September 30, 2025, the Company has incurred total exploration and evaluation expenditures, net of recoveries (see "Midas option agreement on Eastbelt and Quyta-Bell Properties" below), of $1,299,664 (December 31, 2024 - $1,295,929) on the Eastbelt Property.

1. EXPLORATION AND EVALUATION ASSETS (cont'd)
   1. Yellowknife Project, Northwest Territories (cont'd)

      Quyta-Bell Property

      On March 7, 2018, the Company expanded its land position at the YP through the staking of an additional

      337.5 square kilometers immediately to the north of its current properties. These additional 47 claims have been named the Quyta-Bell property and have been incorporated into the YP.

      On March 16, 2021, the Company entered into an option agreement to acquire 100% interest in a claim in Yellowknife which is contiguous to the existing properties. The acquisition terms were:

      • cash payments of $15,000 and 40,000 shares issued at a fair value of $9,200;

      • cash payments of $5,000 and 20,000 shares issued by April 6, 2022 at a fair value of $4,600;

      • cash payments of $5,000 and 20,000 shares issued by April 6, 2023 at a fair value of $2,800; and

      • cash payments of $5,000 and 20,000 shares issued by April 6, 2024 at a fair value of $1,200 (Note 9).

      To September 30, 2025, the Company has incurred total exploration and evaluation expenditures, net of recoveries (see "Midas option agreement on Eastbelt and Quyta-Bell Properties" below), of $113,445 (December 31, 2024 - $112,329) on the Quyta-Bell property.

      Midas option agreement on Eastbelt and Quyta-Bell Properties

      On May 31, 2023, the Company signed a definitive agreement to provide, among other things, where Midas can earn an up to an 80% participating interest in two stages for only the critical minerals (pegmatite-hosted lithium, tantalum and tin, lithium-cesium-tantalum (LCT), and rare earths or other rare earth deposits) contained within the Company's Quyta-Bell and Eastbelt Properties. To earn an initial 51% interest, Midas must pay to the Company the sum of $1,200,000 in cash ($150,000 paid to-date including the committed $100,000), must deliver to the Company 2,200,000 common shares of Midas, must incur exploration expenditures of $5,000,000 and must grant the Company a 1% gross revenue royalty ("GRR") on the basis of 100% production of critical minerals. Midas may purchase one-half of the 1% GRR (in whole but not in part) for the sum of $5,000,000. Out of the foregoing earn-in requirements, Midas paid

      $100,000 in cash, issued 2,200,000 Midas common shares (see Note 4), and incurred exploration expenditures of $250,000 on or before September 30, 2023 (met) with the rest of the earn-in requirements being optional.

      If Midas exercises the option to earn a 51% participating interest, then Midas can elect to earn an additional 29% participating interest by incurring by no later than September 30, 2028, an additional $5,000,000 in exploration expenditures. If Midas does not elect to earn the additional 29% participating interest (after having earned the 51% participating interest), then Midas must transfer a 2% participating interest to Gold Terra so that the participating interests between Gold Terra and Midas will be 51%/49%.

      Gold Terra and Midas will form a critical mineral joint venture upon the exercise by Midas of the first option (to acquire the 51% participating interest).

      If Midas earns the 80% participating interest, the interest of Gold Terra in the critical mineral joint venture will be fully carried until the critical mineral joint venture has approved a bankable feasibility study for the development of a critical mineral project on any part of the Quyta-Bell and Eastbelt Properties.

      During the year ended December 31, 2023, the Company received $150,000 from Midas in option payments as part of the agreement and also received $100,000 to stake properties on behalf of Midas which formed part of the option agreement. During the year ended December 31, 2023, the Company incurred $86,978 in staking expenditures and the remaining $13,022 is recorded in trade payables and accrued liabilities to be spent on further staking on the Eastbelt and Quyta-Bell Properties.

      On April 5, 2024, Midas terminated the option arrangement.

      6. EXPLORATION AND EVALUATION ASSETS (cont'd)
   2. Con Mine Option Property, Northwest Territories

      On November 22, 2021, the Company announced that it entered into a definitive option agreement (the "Option Agreement") with Newmont Canada FN Holdings ULC ("Newmont FN") and Miramar Northern Mining Ltd. ("MNML"), both wholly owned subsidiaries of Newmont Corporation ("Newmont"), which grants Gold Terra the option, upon meeting certain requirements, to purchase MNML from Newmont FN, which includes 100% of all the assets, mineral leases, Crown mineral claims and surface rights comprising the former Con mine, as well as the areas immediately adjacent to the former Con mine (together known as the "Con Mine Option Property"). The Option Agreement replaced and superseded the initial exploration agreement signed on September 4, 2020. Pursuant to the Option Agreement in order to complete this purchase:

      • Gold Terra to incur a minimum of $8,000,000 (incurred) in exploration expenditures over a period of six years, which will include all exploration expenditures incurred to date under the initial exploration agreement.

      • Gold Terra and Newmont agreed that Gold Terra spent approximately $3,200,000 in exploration expenditures to October 31, 2021.

      • Gold Terra is also required to:

        • Complete a prefeasibility study ("PFS") with a minimum of 1.5 million ounces in all mineral resource categories;

        • Obtain all necessary regulatory approvals for the purchase and transfer of MNML's assets and liabilities to Gold Terra; and

        • Post a cash bond to reflect the status of the Con mine reclamation plan at the time of closing.

      • Upon completion of the above, Gold Terra must make a final cash payment of $8,000,000.

        Newmont will retain a 2% NSR on minerals produced from the Con Mine Option Property. The NSR may be reduced by 50% by the Company paying Newmont the sum of $10,000,000, for a period of two years following the announcement of commercial production.

        After Gold Terra exercises its option, Newmont will have a period of two years to exercise its back-in right of a 51% participating interest in MNML and the Con Mine Option Property, which can be triggered by Gold Terra delineating a minimum of 5 million ounces of gold in the measured and indicated mineral resource categories supported by a National Instrument 43-101 technical report. To be eligible to exercise the backin right, Newmont will:

      • Reimburse Gold Terra three times the amount of all of the expenditures incurred on the Con Mine Option Property from September 4, 2020;

      • Refund to Gold Terra the $8,000,000 cash payment;

      • Payment of $30 (U.S.) per ounce of gold for 51% of the total ounces reported in the technical report; and

      • Assume 51% of the environmental liability and its share of the posted bond.

        If exercised, the back-in right is expected to be completed by a new joint venture led by Newmont. At such time, the 2% NSR would also be eliminated.

        In August 2025, the Company received a grant of $153,535 from the government of Northwest Territories to help fund the exploration program for this current year.

        To September 30, 2025, the Company has incurred total exploration and evaluation expenditures, net of recoveries, of $15,733,170 (December 31, 2024 - $13,633,474) on the Con Mine Option Property.

        1. EXPLORATION AND EVALUATION ASSETS (cont'd)
   3. Stewart Property, Newfoundland

      The Company acquired a 100% interest in the Stewart Property through the completion of the 2010 option agreement (amended in 2012). The Stewart Property is subject to a 2% NSR. The Company has the right, at any time, to purchase half of the 2% NSR for $1,000,000.

   4. Mulligan Property, New Brunswick

On October 21, 2019, the Company acquired a 100% interest in the Mulligan Property through the acquisition of Gold Matter.

In March 2025, the Company received a grant of $29,204 from the government of New Brunswick to help fund the exploration program for this current year.

To September 30, 2025, the Company has incurred expenditures including acquisition costs totalling

$1,637,083 (December 31, 2024 - $1,600,478) on the Mulligan Property.

(Unaudited; Expressed in Canadian dollars)

Nine months ended September 30, 2025 and 2024

1. TRADE PAYABLES AND ACCRUED LIABILITIES

Trade payables and accrued liabilities consist of the following:

As at September 30, 2025, $21,589 (December 31, 2024 - $116,826) was due to directors of the Company or to companies controlled by officers of the Company and recorded in trade payables and accrued liabilities (Note 7) (see table below). These amounts are unsecured and non-interest bearing with no fixed terms of repayment.

The Company's related parties include key management. Key management includes executive directors and non-executive directors. The remuneration to key management of the Company and the payments to companies controlled by officers of the Company as defined above were as follows:

During the nine months ended September 30, 2025:

(a) The Company incurred $110,000 (2024 - $90,000) in professional fees to a company controlled by the Chief Financial Officer of the Company.

1. SHARE CAPITAL

   Authorized share capital

   Unlimited number of voting common shares without par value.

   Issued share capital

   Fiscal 2024:

   1. On April 1, 2024, the Company issued 20,000 common shares with a fair value of $1,200 towards consideration for the acquisition of exploration and evaluation assets (Note 6(a)).

   2. On April 19, 2024, the Company closed a non-brokered private placement (the "Offering") consisting of 50,000,000 common shares of the Company (the "Shares") at a price of $0.05 per Share for gross proceeds of $2,500,000. The Offering was non-brokered with no warrants and the Company paid

      $33,120 cash as finder's fee to eligible parties in accordance with applicable securities laws and TSX-V policies. Share issuance costs of $30,136 were incurred with respect to this Offering.

   3. On October 23, 2024, the Company closed a non-brokered private placement for gross proceeds of

      $572,500 from the sale of 11,450,000 common shares of the Company at a price of $0.05 per common share. $15,600 cash finders' fee was paid to certain finders. Share issuance costs of $9,694 were incurred with respect to this private placement.

   4. On December 4, 2024, the Company closed a non-brokered private placement for gross proceeds of

      $510,000 from the sale of 10,200,000 common shares of the Company at a price of $0.05 per common share. $6,000 cash finders' fee was paid to certain finders.

   5. On December 16, 2024, the Company closed a flow-through portion of a non-brokered private placement for gross proceeds of $180,000 from the sale of 3,000,000 flow-through common shares of the Company at a price of $0.06 per common share. The Company also closed a charitable flow-through portion of a non-brokered private placement for gross proceeds of $1,134,000 from the sale of 16,200,000 charitable flow-through common shares of the Company at a price of $0.07 per common share. Share issuance costs of $17,450 were incurred with respect to this private placement.

1. On January 10, 2025, the Company issued 1,625,000 common shares to settle outstanding debt for

   $89,365.

2. On April 11, 2025, the Company closed the first tranche and on May 12, 2025, the Company closed the second and final tranche of a non-brokered financing for total gross proceeds of $2,400,000. The Company issued 20,000,000 common shares at a price of $0.05 per share for gross proceeds of

$1,000,000 and 20,000,000 charitable flow-through ("CFT") common shares at a price of $0.07 per CFT share for gross proceeds of $1,400,000. The Company paid a total of $34,320 to certain finders for the two tranches of the financing. Share issuance costs of $14,526 were incurred with respect to this private placement.

Stock options

The Company has adopted a stock option plan which permits the Company to grant to directors, officers and consultants of the Company, non-transferable options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the issued and outstanding common shares and be exercisable for a period of up to five years from the date of grant. The number of common shares reserved for issuance to any individual director or officer cannot exceed 5% of the issued and outstanding common shares and the number of common shares reserved for issuance to any one consultant or individual conducting investor relations activities cannot exceed 2% of the issued and outstanding common shares.

Stock options (cont'd)

Stock option transactions and the number of stock options for the nine months ended September 30, 2025 are summarized as follows:

As at September 30, 2025, the weighted average remaining life of options outstanding was 2.58 years.

On January 17, 2025, the Company granted stock options to its directors, officers, employees and consultants to purchase up to an aggregate 2,000,000 common shares. The options are exercisable at a price of $0.10 per share for a period of five years and are subject to the policies of the TSX-V and the Company's stock option plan which includes a vesting period beginning six months after issue for 25% of the options, and 25% every six months following. The fair value of $70,103 was estimated using Black-Scholes Option Pricing Model assuming an expected life of 5 years, expected dividend yield of 0%, a risk-free rate of 3.02% and an expected volatility of 67.26%.

The Company recorded $58,194 of share-based compensation expense during the nine months ended September 30, 2025, where $14,013 was granted in previous periods but vested during the nine months ended September 30, 2025.

On January 2, 2024, the Company granted stock options to its directors, officers, employees and consultants to purchase up to an aggregate 1,200,000 common shares. The options are exercisable at a price of $0.10 per share for a period of five years and are subject to the policies of the TSX-V and the Company's stock option plan which includes a vesting period beginning six months after issue for 25% of the options, and 25% every six months following. The fair value of $40,475 was estimated using Black-Scholes Option Pricing Model assuming an expected life of 5 years, expected dividend yield of 0%, a risk-free rate of 3.24% and an expected volatility of 64.38%.

1. SHARE CAPITAL (cont'd)

   Stock options (cont'd)

   On October 15, 2024, the Company granted 600,000 stock options expiring on October 15, 2029 to two consultants. The options are exercisable at a price of $0.10 per share for a period of five years and are subject to the policies of the TSX-V and the Company's stock option plan which includes a vesting period beginning six months after issue for 25% of the options, and 25% every six months following. The fair value of $14,468 was estimated using Black-Scholes Option Pricing Model assuming an expected life of 5 years, expected dividend yield of 0%, a risk-free rate of 2.88% and an expected volatility of 66.61%.

   The Company recorded $79,033 of share-based compensation expense during the year ended December 31, 2024, where $43,895 was granted in previous periods but vested during the year ended December 31, 2024.

2. SHARE-BASED PAYMENT RESERVE

   The share-based payment reserve records items recognized as share-based payments until such time that the stock options and finder's warrants are issued, granted, and exercised, at which time the corresponding amount will be transferred to share capital.

3. FINANCIAL RISK AND CAPITAL MANAGEMENT

The Company is exposed in varying degrees to a variety of financial instrument-related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's primary exposure to credit risk is on its cash held in bank accounts and its receivables. The majority of cash is deposited in bank accounts held with major banks in Canada. As most of the Company's cash is held by two banks there is a concentration of credit risk. This risk is managed by using major banks that are high credit quality financial institutions as determined by rating agencies. The Company's receivables are mostly tax receivables from the government. The risk related to receivables is assessed low.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company's normal operating requirements on an ongoing basis. The Company ensures that there are sufficient funds to meet its short-term business requirements, considering its anticipated cash flows from operations and its holdings of cash and cash equivalents.

Historically, the Company's sole source of funding has been the issuance of equity securities for cash, primarily through private placements. The Company's access to financing is always uncertain. There can be no assurance of continued access to significant equity funding. Liquidity risk is, therefore, assessed as high.

Foreign exchange risk

Foreign currency risk is the risk that a change in exchange rates between the Canadian dollar and other foreign currencies will affect the Company's financial instruments. The Company has no financial instruments denominated in currencies other than its functional currency and is, therefore, not exposed to foreign exchange risk arising from financial instruments denominated in a foreign currency.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has no financial instruments subject to variable interest rate and, therefore, is not subject to interest rate risk.

1. FINANCIAL RISK AND CAPITAL MANAGEMENT (cont'd)

   Capital management

   The Company's policy is to maintain a strong capital base so as to maintain investor and creditor confidence and to sustain future development of the business. The capital structure of the Company consists of equity, comprising share capital, net of accumulated deficit.

   There were no changes in the Company's approach to capital management during the period. The Company is not subject to any externally imposed capital requirements.

   Fair value

   The Company classifies its financial instruments into categories as follows: receivables as financial assets at amortized cost, cash and marketable securities at FVTPL; and trade payables as financial liabilities at amortized cost. The fair value of the Company's financial assets and liabilities approximates their carrying amount.

   Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

   • Level 1 - unadjusted quoted prices in active markets for identical assets and liabilities;

   • Level 2 - inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

   • Level 3 - inputs that are not based on observable market data.

   Cash and marketable securities are classified as level 1.

2. SUPPLEMENTAL CASH FLOW INFORMATION

   During the nine months ended September 30, 2025 and 2024, the Company incurred the following non-cash transactions that are not reflected in the statements of cash flows:

   Nine months ended September 30

   		2025	2024
   	Exploration expenditures included in trade payables and accrued liabilities	$ 70,536	$ 1,008,517
   	Fair value of shares issued for mineral property acquisition	$ -	$ 1,200
   13.	DEFERRED PREMIUM ON FLOW-THROUGH SHARES

   	September 30, 2025	December 31, 2024
   Balance, beginning of period	$ 350,301	$ 130,272
   Deferred premium on flow-through shares issued	350,000	354,000
   Flow-through share premium reversal	(557,654)	(133,971)
   Balance, end of period	$ 142,647	$ 350,301

   Flow-through common shares require the Company to spend an amount equivalent to the proceeds of the issued flow-through common shares on Canadian qualifying exploration expenditures. The Company may be required to indemnify the holders of such shares for any tax and other costs payable by them in the event the Company has not made the required exploration expenditures.

3. DEFERRED PREMIUM ON FLOW-THROUGH SHARES (cont'd)

   During the year ended December 31, 2024, the Company received $1,314,000 from the issuance of flow-through shares at a premium to the market price and recognized a deferred premium on flow-through shares of $354,000. The Company incurred and renounced eligible expenditures of $13,729 during the year ended December 31, 2024, and another $1,300,271 during the nine months ended September 30, 2025. These expenditures will not be available to the Company for future deduction from taxable income.

   Under the IFRS framework, the increase to share capital when flow-through shares are issued is measured based on the current market price of common shares. The incremental proceeds, or "premium", are recorded as deferred income. As at September 30, 2025, the Company had no remaining qualifying expenditure commitment from the proceeds of flow-through shares issued on December 16, 2024.

   During the nine months ended September 30, 2025, the Company received $1,400,000 from the issuance of flow-through shares at a premium to the market price and recognized a deferred premium on flow-through shares of $350,000. The Company incurred and renounced eligible expenditures of $829,411 during the nine months ended September 30, 2025. These expenditures will not be available to the Company for future deduction from taxable income.

4. INCOME TAX

   A reconciliation of the expected income tax recovery to the actual income tax expense is as follows:

   Nine Months Ended September 30

   			2025		2024
   Loss for the period before income taxes		$	(1,088,198)	$	(1,317,476)
   Statutory tax rate			27.00%		27.00%
   Expected income tax recovery			(293,813)		(355,718)
   Non-deductible items			28,848		28,492
   Impact of flow-through shares			396,844		234,223
   True up			(69,699)		59,003
   Impact of share issue cost not recognized			(3,922)		(39,000)
   Deferred income tax expense (recovery)		$	58,258	$	(73,000)
   The Company has the following tax effected deferred tax liability has been recognized:	taxable	and	deductible temporary	differences	for which a
   			Nine Months Ended		Year Ended
   			September 30,		December 31,
   			2025		2024
   Exploration and evaluation assets		$	(7,619,000)	$	(7,071,000)
   Non-capital loss carry-forwards			6,837,850		6,211,108
   Capital loss carry-forwards			-		71,000
   Equipment			64,000		64,000
   Share issuance costs			161,000		227,000
   Valuation allowance			(39,000)		(39,000)
   Deferred income tax liability		$	(595,150)	$	(536,892)

5. SUBSEQUENT EVENT

On October 6, 2025, the Company granted stock options to its consultant to purchase 200,000 common shares. The options are exercisable at a price of $0.145 per share for a period of five years and are subject to the policies of the TSX-V and the Company's stock option plan which includes a vesting period beginning six months after issue for 25% of the options, and 25% every six months following.

On November 17, 2025, the Company announced a private placement of $7,000,000, consisting of 15 million common shares at an issue price of $0.10 per share for gross proceeds of $1,500,000, 35 million CFT shares at an issue price of $0.14 per CFT share for gross proceeds of $4,900,000 and 5 million FT common shares at an issue price of $0.12 per FT share for gross proceeds of $600,000 with some existing shareholders and insiders.

Finders' fees totalling $28,000 will be paid to certain finders upon closing. The offering is non-brokered with no warrants and the offering is expected to be closed on or around Nov. 28, 2025, and is subject to certain conditions, including the acceptance of the TSX Venture Exchange. All securities are subject to a four-month hold period from the date of closing.