MIRASOL RESOURCES LTD.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
December 31, 2025
(Unaudited - Expressed in Canadian Dollars)
NOTICE OF NO AUDITOR REVIEW OF
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
In accordance with National Instrument 51-102 Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of these condensed consolidated interim financial statements they must be accompanied by a notice indicating that the condensed consolidated interim financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company's management.
The Company's auditors have not performed a review of these condensed consolidated interim financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.
ASSETS | December 31, 2025 | June 30, 2025 |
Current Assets Cash and cash equivalents (Note 3) | $ 2,246,642 | $ 1,633,072 |
Prepaid expenses, receivables, and advances | 102,608 | 90,930 |
Current portion of lease receivable (Note 9) | 11,068 | 26,674 |
Due from JV partner | 41,626 | 15,159 |
Marketable securities (Note 5) | 93,404 | 46,701 |
Non-Current Assets | 2,495,345 | 1,812,536 |
Equipment (Note 7) | 53,989 | 64,721 |
Right-of-use of assets (Note 8) | 14,056 | 35,138 |
Exploration and evaluation assets (Note 10) | 1,130,208 | 1,435,516 |
Private equity investments (Note 6) | 138,665 | - |
1,336,918 | 1,535,375 | |
Total Assets | $ 3,832,263 | $ 3,347,911 |
LIABILITIES | ||
Current Liabilities Accounts payable and accrued liabilities (Note 11b) | $ 847,480 | $ 764,884 |
Current portion of lease liability (Note 9) | 25,828 | 62,241 |
Shareholder loan (Note 12c) | 1,136,233 | 2,741,301 |
Total Liabilities | $ 2,009,541 | $ 3,568,426 |
EQUITY | ||
Share Capital (Note 12) | $ 77,245,567 | $ 74,594,675 |
Reserves (Note 12) | 22,364,602 | 21,930,186 |
Accumulated Other Comprehensive Loss | (36,756) | (35,913) |
Deficit | (97,750,691) | (96,709,463) |
1,822,722 | (220,515) | |
Total Liabilities and Equity | $ 3,832,263 | $ 3,347,911 |
Nature of business and going concern (Note 1)
Subsequent events (Note 14)
On Behalf of the Board:
" Timothy Heenan " , Director
" Nick DeMare " , Director
For the Three Months Ended For the Six Months Ended December 31, December 31,
2025 2024 2025 2024
Income
Option Income $ 452,057 $ - $ 452,057 $ -
452,057 | - | 452,057 | - | ||
Expenses | |||||
Exploration expenditures | 1,715,221 | 2,755,438 | 2,269,374 | 3,617,253 | |
Business development | 70,682 | 43,038 | 101,455 | 62,091 | |
Marketing and investor communications | 132,172 | 80,876 | 173,330 | 120,805 | |
Management fees (Note 11a i) | 124,303 | 97,983 | 223,074 | 198,498 | |
Office and miscellaneous | 71,224 | 61,934 | 120,668 | 120,097 | |
Professional fees | 77,187 | 68,887 | 132,202 | 186,495 | |
Director fees (Note 11a iii) | 12,600 | 18,900 | 18,900 | 37,800 | |
Travel | 1,198 | 756 | 8,254 | 11,563 | |
Transfer agent and filing fees | 3,813 | 5,268 | 11,744 | 7,622 | |
Share-based payments (Note 11a ii, 12b ii) | 40,117 | 394,654 | 99,943 | 457,803 | |
Depreciation | 16,194 | 12,742 | 31,814 | 25,483 | |
(2,264,711) | (3,540,476) | (3,190,758) | (4,845,510) | ||
Loss Before Other Items (1,812,654) (3,540,476) (2,738,701) (4,845,510)
and evaluation assets | 1,810,640 | - | 1,810,640 | - |
Finance cost (Note 11c) | (178,126) | - | (254,376) | - |
Interest income | 9,509 | 22,710 | 12,002 | 66,026 |
Interest expense | (65,323) | (1,593) | (144,103) | (3,940) |
Foreign exchange gain (loss) | (25,187) | 44,117 | (15,709) | 4,239 |
Unrealized gain (loss) on marketable | ||||
securities fair value (Note 5) | 25,947 | (10,378) | 46,703 | (46,701) |
Other income | 227,043 | 38,210 | 242,316 | 54,001 |
1,804,503 | 93,066 | 1,697,473 | 73,625 | |
Loss for the Period $ (8,151) | $ (3,447,410) | $ (1,041,228) | $ (4,771,885) | |
Gain on disposal of exploration
Net
Other Comprehensive Gain
Items that will not be reclassified to profit and loss:
Exchange differences on translation of | ||||
foreign operations | 3,587 | 11,243 | (843) | 14,253 |
Loss and Comprehensive Loss for the | ||||
Period | $ (4,564) | $ (3,436,167) | (1,042,071) | (4,757,632) |
Loss per Share (Basic and Diluted) | $ (0.00) | $ (0.05) | $ (0.01) | $ (0.07) |
Weighted Average Number of Shares | ||||
Outstanding (Basic and Diluted) | 82,396,829 | 75,556,579 | 82,942,164 | 72,635,845 |
As at December 31, 2025
(Expressed in Canadian Funds, except where indicated)
Share Capital
Number of Common Shares | Common Shares Amount | Reserves | Accumulated Other Comprehensive Loss | Deficit | Total Equity | |
Balance - June 30, 2024 | 69,715,112 | $69,621,548 | $20,857,327 | $(36,617) | $(86,756,692) | $3,685,566 |
Shares issued Private Placement (Note 12) | 11,335,132 | 2,833,784 | 2,267,025 | - | - | 5,100,809 |
Share issue costs (Note 12) | - | (127,479) | - | - | - | (127,479) |
Restricted shares units issued | 51,250 | 19,475 | (19,475) | - | - | - |
Share-based compensation | - | - | 457,803 | - | - | 457,803 |
Foreign currency translation adjustment | - | - | - | (11,243) | - | (11,243) |
Loss for the period | - | - | - | - | (4,771,885) | (4,771,885) |
Balance - December 31, 2024 | 81,101,494 | $72,347,328 | $23,562,680 | $(47,860) | $(91,528,577) | $4,333,571 |
Balance - June 30, 2025 | 81,851,494 | $74,594,675 | $21,930,186 | $(35,913) | $(96,709,463) | $(220,515) |
Shares issued Private Placement (Note 12) | 6,689,445 | 2,675,777 | 334,473 | - | - | 3,010,250 |
Share issue costs (Note 12) | - | (24,885) | - | - | - | (24,885) |
Share-based compensation | - | - | 99,943 | - | - | 99,943 |
Foreign currency translation adjustment | - | - | - | (843) | - | (843) |
Loss for the period | - | - | - | - | (1,041,228) | (1,041,228) |
Balance - December 31, 2025 | 88,540,939 | $77,245,567 | $22,364,602 | $(36,756) | $(97,750,691) | $1,822,722 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements
2025 | 2024 | |
Operating Activities | ||
Loss for the year | $ (1,041,228) | $ (4,771,885) |
Adjustments for: | ||
Interest income | (12,002) | (66,026) |
Interest expense | 144,103 | 3,941 |
Finance cost | 254,376 | - |
Depreciation | 31,814 | 25,483 |
Other (income) expense | - | 54,001 |
Share-based payments | 99,943 | 457,803 |
Unrealized (gain) loss on marketable securities fair value | (46,703) | 46,701 |
Settlement of mineral property interest | (138,665) | - |
Gain on disposal of exploration | ||
and evaluation assets | (1,810,640) | - |
Unrealized foreign exchange | (4,285) | (4,277) |
(2,523,287) | (4,254,259) | |
Changes in Non-Cash Working Capital Items: | ||
Receivables and advances | (11,675) | (71,200) |
Accounts payables and accrued liabilities | 82,596 | 23,242 |
Due from joint venture partner | (23,579) | (29,890) |
Cash Used in Operating Activities | (2,475,945) | (4,332,107) |
Investing Activities Proceeds on disposition of exploration and evaluation assets | 2,115,948 | |
Interest received | 10,482 | 64,337 |
Cash from mineral properties options | - | - |
Cash Provided by Investing Activities | 2,126,430 | 64,337 |
Financing Activities | ||
Shareholder loan | (2,000,000) | - |
Shares issued, net of issuance costs | 2,985,365 | 4,973,330 |
Lease payments, net of receipts | (22,834) | (27,620) |
Cash Provided by Financing Activities | 962,531 | 4,945,710 |
Effect of Exchange Rate Change on Cash and Cash | ||
Equivalents | 554 | 52,814 |
Change in Cash and Cash Equivalents | 613,570 | 730,754 |
Cash and Cash Equivalents - Beginning of Year | 1,633,072 | 2,357,497 |
Cash and Cash Equivalents - End of Year | $ 2,246,642 | $ 3,088,251 |
Cash and Cash Equivalents Consist of: | ||
Cash | $ 2,200,642 | $ 1,542,251 |
Cash equivalents | 46,000 | 1,546,000 |
$ 2,246,642 | $ 3,088,251 | |
Supplemental Disclosure of Non-Cash Investing and Financing Transactions:
Finance cost | $ 254,376 | $ - |
Residual value of warrants | 334,473 | - |
Cash paid during the period for interest | $ - | $ 3,941 |
Nature of Business and Going Concern
Mirasol Resources Ltd. ("Mirasol" or the "Company") is incorporated under the laws of the Province of British Columbia, Canada. The Company's corporate registered and records office is located at 700 - 1199 Hastings Street, Vancouver, British Columbia and the head office is located at 1150-355 Burrard Street, Vancouver, British Columbia.
Mirasol engages in the acquisition and exploration of mineral properties, principally located in Chile and Argentina, with the objective of identifying mineralized deposits economically worthy of subsequent development, mining or sale.
These condensed consolidated interim financial statements have been prepared assuming the Company will continue on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As of December 31, 2025, the Company had positive working capital of
$485,804 and working capital deficiency of $1,755,890 as of June 30, 2025, and has incurred losses since its inception and expects to incur further losses in the development of its business. The ability of the Company to continue as a going concern depends upon its ability to raise additional equity and to seek joint venture partners. Additional capital may be sought from existing shareholders loans, and from the sale of additional common shares, assets, other equity or debt instruments.
As the Company is in the exploration and evaluation stage, the Company has not identified a known body of commercial grade mineral on any of its properties. The business of mining and exploration involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The Company has no source of revenue and has significant cash requirements to meet its administrative overhead and maintain its exploration and evaluation assets. The recovery of the Company's exploration and evaluation assets is dependent on the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of these properties, and future profitable production or proceeds from disposition of exploration and evaluation assets. These material uncertainties may cast significant doubt about the Company's ability to continue as a going concern. While the Company has been successful in the past with its financing efforts, there can be no assurance that it will be able to do so in the future.
Basis of Presentation Statement of Compliance
The condensed consolidated interim financial statements of the Company have been prepared in accordance with IFRS accounting as issued by the International Accounting Standards Board ("IASB"). These condensed consolidated interim financial statements were prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting. They do not include all of the information required for full annual financial statements. These condensed consolidated interim financial statements should be read in conjunction with the Company's annual consolidated financial statements for the years ended June 30, 2025 and 2024.
The Board of Directors approved the condensed consolidated interim financial statements on February 27, 2026.
Basis of Measurement
These condensed consolidated interim financial statements have been prepared on a historical cost basis. Financial instruments classified as financial instruments at fair value through profit or loss are stated at their fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for the cash flow information.
Basis of Presentation (Cont'd…)
Significant Accounting Estimates and Judgments
The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, profit and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
In preparing these condensed consolidated interim financial statements, the significant judgments made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the years ended June 30, 2025 and 2024.
Recent Accounting Pronouncements and Adoptions
Classification of liabilities as current or non-current (Amendments to IAS 1)
The IASB has published Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) which clarified the guidance on whether a liability should be classified as either current or non-current. The amendments:
Clarify that the classification of liabilities as current or non-current should only be based on rights that are in place "at the end of the reporting period";
Clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability; and
Make clear that settlement includes transfers to the counterparty of cash, equity instruments, other assets or services that result in extinguishment of the liability.
The amendment was applied effective July 1, 2024, and did not have a material impact on the Company's financial statements.
The IASB issued certain new accounting standards or amendments that are mandatory for accounting periods beginning on or after January 1, 2024, including amendments to IFRS 16 "Leases", amendments to IAS 7 "Statement of Cash Flow" and IFRS 7 "Financial Instruments Disclosures".
The new accounting standards or amendments were applied effective July 1, 2024, and did not have a material impact on the Company's financial statements.
IAS 21 - Lack of Exchangeability
Effective for annual reporting periods beginning on or after January 1, 2025. These amendments clarify the accounting for transactions when the exchange rate is not observable, including the determination of the exchange rate to apply and related disclosures. Although the Company has subsidiaries in Argentina and Chile, where foreign exchange restrictions may exist, the adoption of this amendment did not have a material impact on its condensed consolidated interim financial statements.
Amendments to the SASB Standards to Enhance Their International Applicability
Effective for annual reporting periods beginning on or after January 1, 2025. These amendments are designed to improve the global consistency and comparability of sustainability-related disclosures. The adoption of these amendments did not have a material impact on the Company's condensed consolidated interim financial statements.
Basis of Presentation (Cont'd…)
New accounting standards issued but not yet effective
IFRS 18 - Presentation and Disclosure in Financial Statements
IFRS 18 is effective for reporting periods beginning on or after January 1, 2027. It introduces several new requirements that are expected to impact the presentation and disclosure of most, if not all, entities, including new requirements for income statement structure, defined subtotals, enhanced aggregation and disaggregation, and disclosure of management-defined performance measures. The Company is in the process of assessing the impact on the financial statements of the new standard.
Cash and Cash Equivalents
Cash and cash equivalents comprise of cash and short-term redeemable Guaranteed Investment Certificates ("GIC") placed with major Canadian financial institutions. Maturity dates of these GICs are within one year.
Prepaid Expenses, Receivables and Advances
Prepaid expenses, amounts and other receivables are summarized in the following table:
December 31,
2025
June 30,
2025
Goods and services tax receivable $ 6,226 $ 3,219
Other receivables and advances 23,593 32,211
Prepaid expenses 72,786 55,500
$ 102,605 $ 90,930
Marketable Securities
Common shares:
Fair value change:
At June 30, 2024 $ 83,024
Additions -
Fair value change (36,323)
At June 30, 2025 46,701
Fair value change 46,703
At December 31, 2025 $ 93,404
Marketable Securities (Cont'd…)
The Company holds 1,037,794 common shares (June 30, 2025 - 1,037,794) of Silver Sands Resources Corp. ("Silver Sands").
As of December 31, 2025, the market price of the Silver Sands shares was $0.09 per share (June 30, 2025 - $0.045). Accordingly, the Company recorded an unrealized fair value gain of $46,703 (December 31, 2024 - loss of $46,701) in the condensed consolidated interim statement of loss and comprehensive loss.
Private equity investments
During the quarter ended as of December 31, 2025, the Company received 758,000 shares of Copper Bay Resources ("Copper Bay") that were received as settlement agreement in regards the Rubi project (note 10 d)). The shares were recorded at cost of AUD $0.20 per share, for a total value of $138,665. The investment has been classified as a financial asset measured at fair value through profit or loss. Subsequent to initial recognition, changes in fair value are required to be recognized in profit or loss. As at December 31, 2025, no subsequent remeasurement adjustment was recorded, as the fair value of the shares did not materially differ from their initial recognition amount.
Equipment
Cost
Exploration Equipment
Computer
Hardware Total
Balance as at June 30, 2024, June 30, 2025, and December 31, 2025 | $ 757,452 | $ 104,126 | $ 861,578 |
Accumulated Depreciation | |||
Balance as at June 30, 2024 | $ 678,977 | $ 90,142 | $ 769,119 |
Depreciation for the year | 23,581 | 4,157 | 27,738 |
Balance as at June 30, 2025 | $ 702,558 | $ 94,299 | $ 796,857 |
Depreciation for the period | 8,809 | 1,923 | 10,732 |
Balance as at December 31, 2025 | $ 711,367 | $ 96,222 | $ 807,589 |
Carrying Amounts | |||
As at June 30, 2025 | $ 54,894 | $ 9,827 | $ 64,721 |
As at December 31, 2025 | $ 46,085 | $ 7,904 | $ 53,989 |
8. Right-of-Use of Assets | |
Right of Use Assets | |
Cost: | |
At June 30, 2024 | $ 220,739 |
Additions | 42,165 |
At June 30, 2025 and December 31, 2025 | 262,904 |
Depreciation: At June 30, 2024 | $ 201,384 |
Charge for the year | 26,382 |
At June 30, 2025 | 227,766 |
Charge for the period | 21,082 |
At December 31, 2025 | $ 248,848 |
Net Book Value: | |
At June 30, 2025 | $ 35,138 |
At December 31, 2025 | $ 14,056 |
Depreciation of right-of-use assets is calculated using the straight-line method over the remaining lease term.
9. Lease Liability and Lease Receivable
Lease Liability
December 31, 2025 | June 30, 2025 | |
Beginning balance | $ 62,241 | $ 74,000 |
Additions | - | 73,788 |
Lease payments made | (39,960) | (92,163) |
Interest expense | 3,547 | 6,616 |
$ 25,828 | $ 62,241 | |
Less: current portion | (25,828) | (62,241) |
Non-current portion | $ - | $ - |
The Company's lease agreement has a remaining term of less than twelve months; therefore, no non-current portion has been presented.
The following are the remaining minimum lease payments:
Period | Amount Payable |
In 1 year | $26,640 |
Lease Liability and Lease Receivable (Cont'd…)
Lease Receivable
December 31,
2025
June 30,
2025
Beginning balance
$ 26,674
$ 31,720
Additions
-
31,624
Lease payments made
(17,126)
(39,500)
Interest income
1,520
2,836
$ 11,068
$ 26,674
Less: current portion
(11,068)
(26,674)
Non-current portion
$ -
$ -
The Company's sub-lease agreement has a remaining term of less than twelve months; therefore, no non-current portion has been presented.
The following are the remaining minimum lease receivable:
Period
Amount Receivable
In 1 year
$11,417
Exploration and Evaluation Assets
The Company owns 100% of the mineral exploration rights to a large portfolio of properties focused in two mining regions, namely the Atacama region in northern Chile and the Santa Cruz Province in southern Argentina. As well, the Company holds several other properties in the San Juan and Catamarca provinces of northern Argentina. The Company also focuses on generative exploration to identify and acquire new prospects.
A reconciliation of capitalized acquisition costs is as follows:
Acquisition Costs
Balance at
June 30, 2025 Cost
Write-offs and Recoveries
Balance at December 31,
2025
Chile Rosita property | $ 105,659 | $ | - | $ - | $ 105,659 |
Argentina | |||||
Virginia property | 1,024,549 | - - | 1,024,549 | ||
Sascha-Marcelina | 305,308 | - (305,308) | - | ||
$ 1,435,516 Balance at | $ | - $ (305,306) Write-offs and | $ 1,130,208 Balance at | ||
Chile | June 30, 2024 | Cost Recoveries | June 30, 2025 | ||
Gorbea belt | $ 171,777 | $ | - $ (171,777) | $ - | |
Rosita property | 39,322 | 66,337 - | 105,659 | ||
Argentina | |||||
Virginia property | 1,024,549 | - | - | 1,024,549 | |
Sascha-Marcelina | 305,308 | - | - | 305,308 | |
$ 1,540,956 | $ 66,337 | $ (171,777) | $ 1,435,516 | ||
Exploration and Evaluation Assets (Cont'd…)
Sascha-Marcelina - Option to Sell and Completion of Transaction
On August 13, 2025, the Company entered into a binding Heads of Agreement (the "Agreement") under which Andara Mining Pty Ltd ("Andara"), an entity subsequently subject to acquisition by Pursuit Minerals Limited ("Pursuit"), obtained an exclusive right to acquire the mineral rights within the Company's 100% owned Sascha Project and to receive the assignment of the Company's Option to Purchase Agreement on the Marcelina Project (together, the "Sascha-Marcelina Projects"). Under the Agreement, Andara could acquire an undivided 100% interest in the consolidated project for total consideration of US$1.5 million.
In December, 2025, the Company completed the transaction, after all conditions precedent under the Agreement were satisfied or waived, including execution of the Royalty Deed, assignment and assumption of the Marcelina Option Agreement with Minera Piuquenes S.A., regulatory approvals, and Pursuit's shareholder approval on November 24, 2025. At completion, the Company received the US$1.5 million cash consideration, including credit for the prior deposit of US$50,000, and Andara-subsequently under Pursuit-assumed all remaining financial obligations under the Marcelina Option Agreement. The Company has been fully released from any future commitments under the option structure.
The Company retains a 1.5% NSR royalty, of which Pursuit (through Andara) has an option-but not an obligation-to repurchase 0.75% for US$1.5 million and the remaining 0.75% for an additional US$1.5 million (US$3 million in total). Furthermore, if the Company decides to sell the royalty, or receives a purchase offer from a third party, Pursuit has a right of first offer to match the terms of such sale. The retained royalty interest has not been recognized as an asset, as its fair value cannot be reliably measured at this early stage of project development.
In connection with the completion of the transaction, the Company wrote-off exploration and evaluation assets related to the Sascha-Marcelina Projects with a carrying value of $305,308, which were included in the determination of the gain on disposal.
Virginia Project - Option to Sell
In November 2025, the Company entered into a definitive agreement ("Definitive Agreement") with Ampere Metals Pty Ltd ("Ampere Metals") for the sale of its mineral rights and landholdings within the Virginia Project ("Virginia") located in Santa Cruz Province, Argentina.
Under the terms of the Definitive Agreement, Mirasol has granted Ampere Metals an initial option to acquire 51% of the Virginia Project for total consideration of US$4 million, and a further option to acquire the remaining 49% for total consideration of US$4 million. Mirasol will retain a 2% net smelter royalty.
First Option (US$ 4.0 million over 3.5 years):
US$ 50,000 on signing the Memorandum of Understanding ("MOU") (received)
US$ 300,000 on signing Definitive Agreement (received)
US$ 900,000 on the earlier of
five months after signing Definitive Agreement, and
listing of Ampere Metals common shares on a recognized stock exchange
US$ 600,000 one year after signing Definitive Agreement
US$ 450,000 two years after signing Definitive Agreement
US$ 450,000 two and one-half years after signing Definitive Agreement
US$ 625,000 three years after signing Definitive Agreement
US$ 625,000 three and one-half years after signing Definitive Agreement
Exploration and Evaluation Assets (Cont'd…)
Virginia Project - Option to Sell (Cont'd…) Second Option (US$ 4.0 million over 3.5 years):
US$ 1 million four and one-half years after signing Definitive Agreement
US$ 1 million five and one-half years after signing Definitive Agreement
US$ 1 million six and one-half years after signing Definitive Agreement
US$ 1 million seven years after signing Definitive Agreement
Mirasol retains 2.0% NSR (Net Smelter Return) royalty
Upon exercise of the second option, Ampere Metals will have earned 100% interest in Virginia and Mirasol will retain a 2% NSR royalty. Mirasol will have the right to either sell the 2.0% NSR royalty to Ampere Metals for US$2 million which Ampere Metals is obligated to purchase. Alternatively, if Mirasol elects to retain the 2.0% NSR royalty Ampere Metals will have the right, but not the obligation to purchase 1.5% NSR royalty for US$ 3.0 million or the entire 2.0% NSR royalty for US$ 4.0 million.
If Ampere exercises the first option for 51% but fails to make all payments to exercise the second option, it shall be required to transfer its 51% interest to Mirasol in exchange for a 1% NSR royalty. Mirasol will have the right, but not the obligation, to purchase the 1% NSR royalty for US$2.5 million for a period of two years following commencement of commercial production.
Mendoza Portfolio
In November, 2025, the Company entered into a binding term sheet with Argentina Metals Corp. ("Argentina Metals") providing for the sale of its Mendoza Portfolio, comprising certain mineral rights located in the Province of Mendoza, Argentina. Total consideration for the transaction is US$50,000 in cash and 1,300,000 common shares of Argentina Metals Corp.
The cash consideration consists of US$25,000 (received) and an additional US$25,000 payable at closing. The share consideration is to be issued in three tranches as follows:
433,333 common shares issued at closing (note14);
433,333 common shares issuable upon registration of the transfer of the mineral rights with the Mendoza Mining Authority; and
433,334 common shares issuable on the earlier of
The first anniversary of closing and
The listing of Argentina Metals Corp.'s common shares on a recognized Canadian stock exchange.
The consideration shares are deemed to have a value of $0.50 per share, for an aggregate implied value of
$650,000.
Following completion of the transaction, Mirasol retains no interest in the Mendoza Portfolio.
Rubi Project
During the period ended December 31, 2025, the Company executed a Deed of Settlement with MDF Global Limited ACN and MDF Copper Chile Pty Ltd in relation to the Rubi Project option agreement dated June 19, 2020. Under the settlement terms, the Company received US$50,000 in cash and 758,000 common shares of Copper Bay Resources Ltd issued at A$0.20 per share in full and final settlement of all outstanding obligations. Upon execution of the Deed, the option agreement was terminated, and the parties mutually released all claims related to the project. The consideration received was recorded as investment income ($138,665 note 6).
Exploration and Evaluation Assets (Cont'd…)
Impairment of Gorbea Belt Exploration Project
During the year ended June 30, 2025, the Company recognized an impairment charge of $171,777 related to its Gorbea Belt exploration project in Chile. The impairment was recorded after management determined that certain exploration costs were not expected to be recovered based on current exploration results and future plans for the property.
Related Party Transactions
Details of the transactions between the Company's related parties are disclosed below.
Compensation of Key Management Personnel
Key management personnel include persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. Key management personnel consist of the Company's Directors and Officers.
The remuneration of management and independent directors was as follows:
For the Three Months Ended For the Six Months Ended December 31, December 31,
2025
2024
2025
2024
Management compensation (i)
$ 136,448
$ 153,699
$ 257,835
$ 308,075
Share-based payments (ii)
16,198
240,629
34,005
282,168
Director's fees (iii)
18,900
18,900
25,200
37,800
$ 171,546
$ 413,228
$ 317,040
$ 628,043
Management compensation is included in management fees (2025 - $206,723; 2024 - $250,644), in business development & IR (2025 - 9,416; 2024 - $nil), and in exploration expenditures (2025 - $41,696; 2024 -
$57,431) in the Company's condensed consolidated interim statements of loss and comprehensive loss.
Share-based payments are included in the share-based payments expense in the Company's condensed consolidated interim statements of loss for the period ended December 31, 2025, and 2024.
The independent directors of the Company were paid $2,100 per month (2024 - $2,100 per month). The independent directors waive their fees for the months of July and August 2025.
Transactions With Other Related Parties
Certain of the Company's officers and directors render services to the Company as sole proprietors or through companies in which they are an officer, director, or partner.
The following companies are related parties through association of the Company's directors and officers:
Related Party Transactions (Cont'd…)
Transactions With Other Related Parties (Cont'd…)
Nature of transactions
Max Pinsky Personal Law Corporation Legal fees
Chase Management Ltd. Professional fees
The Company incurred the following fees and expenses with related parties as follows:
For the Three Months Ended For the Six Months Ended December 31, December 31,
2025
2024
2025
2024
Legal fees $ 39,038
$ 13,080
$ 71,752
$ 26,594
$ 39,038
$ 13,080
$ 71,752
$ 26,594
Legal fees are included in professional fees (2025 - $61,602; 2024 - $26,594).
Included in accounts payable and accrued liabilities at December 31, 2025, is an amount of $46,590 (June 30, 2025
- $37,160) owing to directors and officers of the Company and to companies where the directors and officers are principals.
Shareholder Loan
On March 14, 2025, the Company received regulatory approval for a loan of up to $2,000,000 from a director of the Company (the "Lender"). In June 25, 2025, the Company received regulatory approval to increase the loan up to
$3,000,000. The Loan bears interest at 10% per annum, payable at the end of one year, may be repaid at any time without penalty, and is secured by a General Security Agreement. In connection with the Loan, the Company issued to the Lender a total of 750,000 common shares as a loan bonus with a fair market value of $305,000.
During the year ended June 30, 2025, the Company drew down the full amount of the loan. The total amount outstanding at December 31, 2025 and June 30, 2025 are as follows:
December 31,
2025
June 30,
2025
Opening balance
$
2,741,301
$ -
Loan advances
-
3,000,000
Payments
(2,000,000)
-
Transaction costs
-
(305,000)
Interest expense
140,556
46,301
Amortization of transaction costs
254,376
-
$
1,136,233
$ 2,741,301
Share Capital
Authorized Share Capital
The Company's authorized share capital consists of an unlimited number of common shares without par value. All issued common shares are fully paid. As at December 31, 2025 the Company had 88,540,939 common shares outstanding.
Financing
Financing during the period ended December 31, 2025, was as follows:
In December, 2025, the Company completed a non-brokered private placement financing issuing 6,689,445 units at a price of $0.45 per unit for aggregate gross proceeds of $3,010,250. Each unit consisted of one common share and one-half of one non-transferable common share purchase warrant. Each full warrant entitles the holder to acquire one additional common share at an exercise price of $0.60 per share for a period of twelve months from the closing date. The securities issued are subject to a four-month statutory hold period in accordance with applicable securities legislation.
In connection with the private placement, the Company paid finder's fees of $13,932 and $10,963 for regulatory and other related fees, which were accounted for as share issuance costs and recorded as a reduction of share capital. Two directors and one officer of the Company participated in the private placement and were issued an aggregate of 3,350,556 units.
Financing during the year ended June 30, 2025, was as follows:
In November 2024, the Company completed a non-brokered private placement issuing 11,335,132 units at a price of $0.45 for aggregate gross proceeds of $5,100,809. Each unit comprised of one common share and one-half of a non-transferable common share purchase warrant. Each full warrant is exercisable into one common share at a price $0.60 for one year from closing date. The Company incurred $29,937 in cash finder's fees, and $97,542 for regulatory and other related fees.
Share Purchase Options ("Options")
The Company has established a share purchase option plan (the "Plan") whereby the Board of Directors may, from time to time, grant Options to directors, officers, employees, and consultants under the long-term incentive plan. Options granted must be exercised no later than five years from the date of grant or such lesser period as determined by the Company's Board of Directors.
The exercise price of an Option is equal to or greater than the closing market price on the TSX Venture Exchange ("TSXV") on the day preceding the date of grant. The vesting terms for each grant are set by the Board of Directors. The Plan provides that the aggregate number of shares reserved for issuance shall not exceed 10% of the total number of issued and outstanding shares. At December 31, 2025, a total of 8,854,094 Options were reserved under the Plan with 6,872,500 Options outstanding.
Movements in Share Purchase Options During the Year
A summary of the Company's share purchase options and the changes for the period ended at December 31, 2025 and June 30, 2025 are as follows:
12. Share Capital (Cont'd…)
b)
Share Purchase Options ("Options") (Cont'd…)
Number of Options
Weighted Average Exercise Price
Options outstanding as at June 30, 2024
5,761,250
$0.56
Granted
1,586,250
$0.55
Expired / Forfeited
(575,000)
$0.56
Options outstanding as at June 30, 2025
6,772,500
$0.55
Granted
100,000
$0.35
Options outstanding as at December 31, 2025
6,872,500
$0.55
Options exercisable as at December 31, 2025
6,406,438
$0.55
ii.
Fair Value of Share Purchase Options Granted
During the three and six months ended December 31, 2025, the Company recognized share-based compensation expense of $40,117 and $99,943, respectively (2024 - $394,654 and $457,803).
During the period ended December 31, 2025, the Company granted 100,000 shares purchase options to directors, management, employees and consultants (2024 - 1,586,250).
The weighted-average fair values of stock options granted, and the assumptions used to calculate the related compensation expense for the periods ended December 31, 2025, and 2024, were estimated using the Black-Scholes Option Pricing Model with the following assumptions:
Share Purchase Options Outstanding at the End of the Period
December 31, 2025 | December 31, 2024 | |
Expected dividend yield | 0.0% | 0.0% |
Expected share price volatility | 104.39% | 105.25% |
Risk-free interest rate | 2.84% | 2.93% |
Expected life of options | 4.5 years | 4.5 years |
Fair value of options granted (per share option) | $0.35 | $0.41 |
A summary of the Company's options outstanding as at December 31, 2025 is as follows:
Exercise price | Options | Weighted Average Remaining Life of Options | Options | |
Expiry Date | $ | Outstanding | (years) | Exercisable |
September 14, 2026 | 0.34 | 2,151,250 | 0.70 | 2,151,250 |
May 1, 2027 | 0.80 | 200,000 | 1.33 | 200,000 |
December 30, 2027 | 0.68 | 1,271,250 | 2.00 | 1,271,250 |
December 22, 2028 | 0.72 | 1,563,750 | 2.98 | 1,563,750 |
December 17, 2028 | 0.55 | 1,586,250 | 3.96 | 1,170,188 |
September 1, 2030 | 0.35 | 100,000 | 4.75 | 50,000 |
6,872,500 | 6,406,438 |
Share Capital (Cont'd…)
RSU Plan
On June 17, 2025, the shareholders approved an RSU Plan (the "RSU Plan"). The RSU Plan was also approved by the Board of Directors on June 17, 2025, and by the TSXV on July 31, 2025. The RSU Plan provides for the issuance of up to 1,000,000 restricted share units (the "RSUs"). Under the RSU Plan, RSUs may be granted to directors, officers, employees and consultants of the Company (excluding investor relations consultants) as partial compensation for the services they provide to the Company. The RSU Plan is a fixed number Plan, and independent of the number of Options available under the Company's stock option plan.
During the period ended December 31, 2025, the Company issued nil RSUs (2024 - 51,250). The associated compensation cost, which is based on the underlying share price on the date of grant, is recorded as share based payments expense against share based payment reserve. During the period ended December 31, 2025, the Company recognized $Nil (2024 - $Nil) respectively, as share-based payments. As of December 31, 2025, Nil RSUs were outstanding (June 30, 2025 - Nil).
Warrants
In December 2025, the Company issued 3,344,725 of share purchase warrants with an exercise price of $0.60 expiring December 16, 2026. These warrants were outstanding as of December 31, 2025 (June 30 2025 -5,667,563). The share purchase warrants were issued in connection with the Company's private placement from December 2025 (note 12 a (i)). The Company recorded $334,473 residual value relating to the warrants.
Number of Warrants
Weighted Average
Exercise Price
Warrants outstanding as at June 30, 2024
1,943,776
$0.80
Expired
(1,943,776)
$0.80
Granted
5,667,563
$0.60
Warrants outstanding as at June 30, 2025
5,667,563
$0.60
Expired
(5,667,563)
$0.60
Granted
3,344,725
$0.60
Warrants outstanding as at December 31, 2025
3,344,725
$0.60
Warrants exercisable as at December 31, 2025
-
-
Segmented Information
The Company's business consists of a single reportable segment being mineral property acquisition and exploration. Details on a geographical basis are as follows:
Total Non-Current Assets
December 31,
2025
June 30,
2025
Canada
$ 21,310
$ 43,672
Argentina
1,052,168
1,363,187
Chile
124,775
128,516
$ 1,198,253
$ 1,535,375
Events After the Reporting Period
On January 22, 2026, the Company signed a definitive agreement with Argentina Metals Corp. and received 433,333 common shares in connection with a transaction pursuant to which the Company agreed to dispose of its Mendoza portfolio of mining properties (note 10c).
Subsequent to December 31, 2025, the Company received proceeds of $19,125 upon the exercise of 56,250 stock options at an exercise price of $0.34 per share, resulting in the issuance of 56,250 common shares.
Management Discussion and Analysis For Mirasol Resources Ltd.
("Mirasol" or the "Company")
INTRODUCTIONThe Management Discussion and Analysis ("MD&A") is prepared as of February 27, 2026, and is intended to supplement the Company's condensed consolidated interim financial statements for the period ended December 31, 2025. All financial information, unless otherwise indicated, has been prepared in accordance IFRS accounting as issued by the International Accounting Standards Board ("IASB"). All dollar amounts referenced, unless otherwise indicated, are expressed in Canadian funds.
The following discussion of the Company's financial condition and results of operations should be read in conjunction with its audited consolidated financial statements and related notes for the year ended June 30, 2025, which are publicly available on SEDAR at https://www.sedar.com, and its condensed consolidated interim financial statements for the period ended December 31, 2025, and related notes.
FORWARD LOOKING INFORMATIONThis MD&A contains certain forward-looking statements and information relating to Mirasol that are based on the beliefs of its management as well as assumptions made by and information currently available to the Company. When used in this document, the words "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to Mirasol or its management, are intended to identify forward-looking statements.
This MD&A may use the terms "Inferred Resource", "Indicated Resource", "Measured Resource" and "Mineral Resource". The Company advises that these terms are recognized by and defined in Canadian securities regulations (under National Instrument 43-101 "Standards of Disclosure for Mineral Projects"). Investors are cautioned not to assume that any part or all, of the mineral occurrences in these categories will ever be converted into reserves.
This MD&A contains forward-looking statements relating to, among other things, the Company's goals and plans going forward, regulatory compliance, the sufficiency of current working capital, and the estimated cost and availability of funding for the continued exploration and development of the Company's exploration properties. Such statements reflect the current views of Mirasol with respect to future events and are subject to certain risks, uncertainties and assumptions. The material factors and assumptions used to develop forward-looking information include, but are not limited to, the future prices of gold, silver and copper, success of exploration activities, permitting time lines, currency exchange rate fluctuations, government regulation affecting mining operations and policies linked to pandemics, social and environmental risks, the estimation of mineral resources, capital expenditures, costs and timing of the development of new discoveries, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage, continued availability of capital and financing, and general economic, market or business conditions.
Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. The Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change, except as may be required by applicable law.
Tim Heenan (MAIG), President and CEO for the Company, and a "Qualified Person" under National Instrument 43-101 ("NI 43-101"), has reviewed and approved the scientific and technical information in this MD&A. This technical information was prepared by the Qualified Person for the Company at the time of disclosure.
CORPORATE AND STRATEGIC OVERVIEWMirasol (TSXV: MRZ) (OTCPK: MRZLF) is a mineral exploration company targeting gold, silver and copper ("Au", "Ag" and "Cu", respectively) deposits, mainly in the Atacama-Puna region of northern Chile and Argentina, and in the Santa Cruz Province of southern Argentina. Both regions are highly prospective and host many large-scale precious and base metal mines, operated by some of the world's largest mining companies.
Mirasol's business strategy combines self-funded exploration of quality projects with the joint venture funding model. This hybrid strategy was developed to accelerate the drill testing of key projects that potentially host economic discoveries. This year, Mirasol has been focused on advancing the self-funded Sobek Copper-Gold project in Chile while strategically targeting business development opportunities to monetize undervalued assets in the Company's project portfolio. In addition, Mirasol has an active option agreement in Argentina on the Claudia project. Under the Claudia option agreement, Mirasol's partner is funding all exploration and land holding costs, which allows the
Company to focus its available resources on self-funded exploration and business development opportunities, while retaining exposure to potentially significant discoveries.
Mirasol's Exploration Focus
Mirasol's main geographic focus is in the Atacama-Puna region of northern Chile and Argentina and in Santa Cruz province, southern Argentina, where the Company maintains a high-quality portfolio of exploration properties with the potential for economic discoveries. This portfolio was assembled from Mirasol's project generation activities, which applies innovative, concept-driven geological techniques combined with follow-up fieldwork.
Chile/Argentina: Atacama - Puna RegionThe Company's portfolio of properties in the Atacama-Puna region is located on a 1,700 km-long segment of three north-south oriented prolific mineral belts that run through Chile and Argentina. These belts host many world-class Cu-Au mines and occurrences of differing ages, spanning millions of years ("Ma").
Argentina: Santa Cruz ProvinceThe majority of the Company's project portfolio in Argentina is located in Santa Cruz Province within the Deseado Massif, a 60,000 km2region of upper-middle Jurassic age volcanics that is recognized as having a high potential to host low- and intermediate-sulfidation epithermal Au-Ag deposits.
The Company is monitoring the potential impact of the rapid currency devaluation and changing public policies in Argentina. To date, these issues have not impacted Mirasol's capacity to operate and Mirasol continues to receive third-party interest for its projects in both countries.
EXPLORATION, JOINT VENTURE AND BUSINESS DEVELOPMENT ACTIVITIESFlagship Projects Operated and Funded by Mirasol
ChileSobek Copper Project, Northern Chile
The Sobek Cu project ("Sobek") was staked by Mirasol in 2016 based on prospective local structural architecture hosted within a highly prospective and productive geological terrain. An important north-northeast trending mineralized structural corridor encapsulates a large part of the Sobek package, that is crosscut by a series of north-northwest trending deep seated trans-cordilleran lineaments evident through the entire property. In addition, the tenure is host to prospective Miocene/Pliocene aged geological units and intriguing satellite image ASTER alteration responses.
The Sobek land position was expanded in 2021 and 2022 following significant results reported by Filo Mining Corp. from its Filo del Sol project located 7 km to the east of Sobek, which included a remarkable intercept of 858m at 1.80% CuEq (including 163m at 5.43% CuEq)( Filo Mining Corp. -05/13/2021 Press Release). The high-profile Vicuña Copper-Gold-Silver District is developing in the Sobek area with multiple deposits located in close proximity, including the Josemaria and Los Helados porphyry Cu-Au deposits located 10 km east-northeast and 20 km north of Sobek, respectively. The recent NGEx Cu-Au-Ag discovery at Lunahuasi (formerly Potro Cliffs) is just 3 km directly east of the southeast corner of Sobek North Block. Mirasol controls 14,240 ha of exploration claims in this district in four strategic blocks, the North, Central and South blocks and the Rosita Property, that are all on the Chilean side of the border with Argentina.
Strategic Expansion of the Sobek Property with the Addition of the SQM Rosita Property
Mirasol signed a landmark option agreement with Sociedad Química y Minera de Chile SA ("SQM") doubling the size of the flagship Sobek Project in the Vicuña Copper-Gold-Silver District of northeast Chile (news release February 14, 2024). The SQM Property ("Rosita") covers 4,600 ha extending the Sobek Project to the west and to the east and importantly unifying the Sobek Central block with the Sobek North block. The combined property has increased Mirasol's land holding in the district for a total of 14,240 ha. The eastern portion of the Rosita property positions Mirasol within 3 km of the giant Filo Del Sol Project. SQM has granted Mirasol the exclusive option to earn 80% of the Rosita Project, subject to a 2.0% NSR royalty, by Incurring US$4 million in exploration expenditures and making annual option fee payments for a total of US$3 million scheduled over 6 years.
The 2025/2026 Exploration and Drill Program
The 2025/26 exploration season is underway at the Sobek Project. With permits and community agreements in place, drilling is in progress to test the 46 South target which is approximately 7 km west of Filo del Sol.
Located at the south end of Sobek Central, the 46 South target resides on the margin of a district-scale magnetic high where both the airborne MT and magnetics surveys outline distinct cylindrical anomalies. Grid-based soil surveys outline a coincident prominent, large and coherent copper-gold-molybdenum geochemical anomaly on surface that directly overlays IP-PDP resistivity and chargeability responses from Induced Polarization ("IP") ground geophysics surveys completed late last season. Structurally controlled tourmaline breccias and hydrothermal breccias were also identified while prospecting and mapping in the target area (news release dated December 1, 2025).
To further resolve the geometry of the shallow IP/Res domains and the deeper MT responses, an innovative and proven Deep Vectoring IP and MT geophysical survey was completed. The survey was designed to refine the characterization of the existing resistive/chargeable domains at shallow levels and the deeper MAG response, providing the vectoring required to refine final drill targets.
Results from this ground based Deep Vectoring IP and MT geophysical survey (news release dated December 1, 2025) defined a shallow coincident IP anomaly with strong MT-resistivity and chargeability responses which start at approximately 200m below surface with the center of the anomaly residing at approximately 500m below surface. These responses are interpreted as High Sulphidation Epithermal (HSE) or a lithocap root above a strong magnetic anomaly potentially related to an intrusive/porphyry at depth.
The 2024/2025 Exploration and Drill Program
Sobek Central - 46 South Copper-Gold TargetMirasol completed 2,700-line kilometers of airborne magnetics and over 500-line kilometers of airborne MT across Sobek, which has provided a robust dataset when integrated with surface geological mapping and rock chip and soil grid geochemical sampling. These airborne geophysical surveys outlined a district-scale magnetic high and revealed an MT anomaly at depth at 46 South. These datasets have been critical in vectoring exploration towards 46 South, confirming that the target is not an isolated feature but part of a preserved, district-scale magmatic-hydrothermal system (news release September 16, 2025).
The regional airborne magnetic data delineates a broad circular ~6 x 6 km magnetic high, interpreted as an underlying intrusive center (news release February 28, 2021). The 46 South target is positioned on the southern margin of this intrusive complex, where the magnetic gradient coincides with mapped hydrothermal breccias and alteration. At surface, both tourmaline-bearing breccias and typical High Sulphidation (HSE) type breccias containing porphyry fragments showing pervasive sericite alteration with a quartz-alunite overprint have been identified. These breccia exposures, located precisely on the southern edge of the highly magnetic body, highlight the structural and
geological significance of this margin for focusing hydrothermal activity (news release September 16, 2025).
The Airborne MT data defined an underlying sharp resistivity contrast coincident with a strong cylindrical magnetic susceptibility anomaly directly below 46 South, starting at an elevation of
~4,600-4,500 masl and extending to depth (news release May 13, 2024). This anomaly aligns with the strongest part of the soil geochemical footprint. Comparable MT conductors in the Vicuña District have been reported at NGEX`s Lunahuasi discovery, where porphyry-related mineralization begins at ~4,600 masl and strengthens between ~3,800-3,900 masl and also at Mogotes Filo Sur project (at ~4,500 masl, interpreted as a porphyry target). The alignment in elevation and style suggests that the MT anomaly at 46 South may represent the upper levels of a porphyry system (news release September 16, 2025).
Mapping shows NS and NE-trending structures are crosscut by NW-trending faults, with these intersections localizing breccias and alteration. The strongest soil anomalies coincide spatially with these intersections, reinforcing the interpretation that structural controls are critical in the localization of mineralization at 46 South.
Systematic soil sampling has defined a strong, widespread and very coherent copper-gold-molybdenum footprint with dimensions of ~1.0 × 0.7 km. This is clearly the largest and strongest geochemical anomaly yet identified on the Sobek property. Although outcrop is scarce within the colluvial cover, select rock chip samples from sheeted quartz ± sulfide veinlets, local stockworks and breccias, confirming the presence of mineralization where structures and alteration coincide (news release September 16, 2025).
An Induced Polarization (IP), Pole-Di-Pole (PDP) geophysical survey defined a robust anomaly underlying and coincident with the soil grid anomaly. Chargeability increases markedly from ~150m down to >600m, while resistivity values highlight a well-defined core exceeding 5,000 ohm-m. These coincident anomalies reinforce the interpretation of a vertically extensive mineralized system (news release September 16, 2025).
The integration of airborne magnetics and MT, ground IP resistivity and chargeability, structural mapping and geochemistry establishes 46 South as a very compelling undrilled target within the Vicuña District. A first-pass drill hole is being designed to test the overlapping soil anomaly with the underlying resistive and chargeable bodies while also penetrating the deeper MT response interpreted as the possible roof zone of a porphyry system. Drill positioning is planned to be slightly offset from the chargeability center to maximize the chances of intersecting mineralization in both the near surface and deeper targets (news release September 16, 2025).
Drilling Sobek North Cu-Au Potro SE TargetThe 2024/25 exploration season at Sobek included two drill holes to test the high priority Cu-Au porphyry Sobek North Potro SE target , located 3 km from NGEx's Cu-Au Lunahuasi discovery (news releases dated Nov 28, 2024 and Mar 2, 2025).
The first drill hole to test the Sobek North Potro SE target successfully intersected a new polymetallic mineralized hydrothermal breccia system, potentially linked to a larger porphyry-related environment. Results from the first hole highlight the presence of a strongly mineralized system, with elevated Au, Ag, zinc ("Zn") and lead ("Pb") values and background Cu in the range of 10-280ppm with one spike of 0.10% Cu. The highest AuEq grade of 2.39 g/t over 3.00m, hosted within the overall intersection of 17.4m (784.60 - 802.00m) with 0.68 g/t AuEq corresponds to the highly siliceous polymictic core of the breccia, reinforcing the potential for metal enrichment within the hydrothermal system. The hole abruptly ended at 838.40m due to difficult drilling conditions, leaving the hydrothermal system open at depth (news release dated Mar 2, 2025).
The Potro SE target is associated with a cylindrical 3D magnetic high anomaly which continues to depth and was previously identified from an airborne-magnetics (RTP) survey. An Induced Polarization (IP), Pole-Di-Pole (PDP) geophysical chargeability response is also spatially associated
and underlies the Potro SE cylindrical magnetic high anomaly. Both the chargeability response and magnetic anomaly are located at the intersection of two major structures, the Maranceles Fault and the Ventana Fault (which continues 3km north-northeast passing by Lunahuasi). Coincident Cu-molybdenum ("Mo") geochemical anomalies sourced from both soil grid and rock chip sampling overly the geophysical anomalies (news release dated May 13, 2024). These coincident geological, geophysical, geochemical and alteration attributes reinforce Potro SE as an attractive concealed porphyry target.
To test the extension of the Potro SE mineralization a second drill hole has been completed 200m to the east to test the strongest response of the cylindrical 3D magnetic anomaly and penetrate deeper into the IP PDP chargeability responses (>20VmV). Assay results from the second hole are pending.
2023/2024 Exploration Program
The completion of the new access road into the priority prospect at the VN-Zone substantially improved the Mirasol exploration crews' access into this area to continue field evaluation at a much more detailed scale. The improved access enabled an IP-PDP geophysical surveys to be conducted and geological evaluation which included reconnaissance exploration, systematic grid-based soil sampling, detailed geological mapping and collection of stream sediment samples (see news release May 13, 2024).
Exploration activities at the El Potro prospect also accelerated with the construction of a new access road mid-season. Several robust anomalies were generated from a detailed IP Gradient Array geophysical campaign, followed up by 14.5-line km of detailed IP survey lines. Detailed geological and structural mapping and geochemical grid soil sampling were also conducted. Prospecting directly over the magnetic anomaly at Potro SE has returned results ranging from 500 ppm to 18,000 ppm Cu with accompanying highly anomalous Mo from select grab surface samples. A systematic soil sampling grid across the target also returned a coincident 300 by 500m Cu soil anomaly (see news release May 13, 2024).
2022/23 Exploration Program
The 2022/23 exploration program included property-wide follow-up geochemical sampling and geological mapping, a 500 line-km airborne mobile MT geophysical survey and construction of a 7 km access road to support drilling. Targets generated from the airborne Mobile MT survey and the coincident polymetallic soil anomalies derived from the soil sampling grid results, along with the high-grade Cu samples collected on surface, strengthen the geological model and reinforce the potential discovery of mineralization (news release May 15, 2023).
The maiden drill program at Sobek Central started late in the season when road construction was completed and allowed for access. The results from the first drill holes were inconclusive and will require follow-up as the drilling did not reach the intended targets and drilling was suspended with the onset of winter weather (news release August 21, 2023).
Airborne Mobile MT Geophysical Survey Outlines Several High-Priority Targets: Mirasol completed a 500-line km Airborne Mobile MT survey (75 sq.km) covering the entire Sobek Central area and a small area of Sobek North (13 sq.km) prior to demobilization of the MT system. The Airborne Mobile MT has high-definition depth penetration to greater than 800m depth below surface and has been proven effective in defining targets in HSE and porphyry systems elsewhere in Chile. The survey has outlined a very striking cluster of MT anomalies and the interpretation suggests they may represent intrusive centers at depth. The Central Breccia, and both the VN-Zone and VN-Zone North targets lie on the peripheral rims of these oval shaped MT responses (news release June 27, 2023).
Projects Under Agreements
ArgentinaVirginia Silver Deposit, Santa Cruz
In November 2025, Mirasol signed a definitive agreement ("Definitive Agreement") with Ampere Metals Pty. Ltd. ("Ampere Metals") for the sale of the mineral rights and landholdings within Mirasol's Virginia Project for a total cash consideration of US$ 8.0 million over 7 years of scheduled payments (see news release November 24, 2025). Under the terms of the Definitive Agreement, Mirasol has granted Ampere Metals an initial option to acquire 51% of the Virginia Project for total consideration of US$4 million over 3.5 years, and a further option to acquire the remaining 49% for total consideration of US$4 million over 3.5 years. Upon completion, Ampere Metals will have earned 100% interest in Virginia and Mirasol will retain a 2% NSR (Net Smelter Return) royalty.
Discovered by Mirasol in 2009 in the Santa Cruz Province of Argentina, the Virginia Silver Deposit hosts a high-grade, intermediate sulfidation epithermal style mineralization in a series of prominent outcropping vein-breccias. In November 2023, the Company announced an increase to the previous NI 43-101 Resource Estimate, dated February 29, 2016. The recently updated Resource Estimate is contained within a series of nine outcropping veins hosting high-grade Ag mineralization, constrained1 within conceptual pits, with an indicated mineral resource of 11.7 million ounces of Ag at 357 g/t Ag and a further inferred mineral resource of 7.9 million ounces of Ag at 184 g/t Ag (see updated NI 43 -101 technical report titled "NI 43-101 Technical Report and Updated Mineral Resource Estimate for the Virginia Silver Project in Santa Cruz Province, Argentina" dated 30 October 2023, prepared by J. Novillo and J. Bassan and filed on SEDAR+).
Claudia Gold-Silver Project, Santa Cruz (operated and funded by Cerro Vanguardia SA)
On May 23, 2023, Mirasol announced the signing of an option agreement with Cerro Vanguardia SA Gold-Silver Mine ("CVSA") owned by AngloGold Ashanti (92.5%) and FOMICRUZ S.E. (7.5%) for the exploration of Mirasol`s Claudia Gold-Silver Project ("Claudia"), located in the Deseado Massif of Argentina's Santa Cruz province, directly adjacent to the southern border of the producing CVSA Gold-Silver Mine.
Terms of the Claudia Option Agreement:
Within the first two years of the Agreement CVSA may complete such mapping and sampling, trenching and geophysics as required in its absolute discretion to develop drill targets, and fulfill
1 The Qualified Persons responsible for this updated mineral resource estimate are both Independent Qualified Persons' as defined by National Instrument 43-101 Standard Disclosure for Mineral Projects who reviewed and validated the resource model previously prepared (original Virginia Mineral Resource Report dated January 23, 2015 and the Amended Resource Report dated February 29, 2016). The resource estimates were prepared following with the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines (CIM, 2019) and reported in accordance with the CIM Definition Standards for Mineral Resources and Mineral Reserves (CIM Definition Standards, 2014). Mineral Resources are estimated at a cut-off grade of 65 g/t Ag for Vein/Breccia and 250 g/t Ag for Halo/Undefined. Mineral Resources are estimated using a silver price of US$25 per ounce. Mineral Resources are estimated using an average recovery of 80% for silver hosted in Vein/Breccia and 22% for silver hosted in Halo/Undefined from preliminary metallurgical studies. Mineral Resources, which are not Mineral Reserves, do not have demonstrated economic viability.
a minimum drilling commitment of 2,500m of diamond drilling; and then CVSA will have the option, subject to the terms of the agreement, to:
Within three years, complete not less than an aggregate of 6,000m of diamond drilling;
Within four years, complete not less than an aggregate of 12,500m of diamond drilling;
Upon completion of the above commitments, CVSA shall have the right to exercise the Option under the Agreement and, subject to the terms of the Royalty Agreement, CVSA shall grant Mirasol a 2% Net Smelter Royalty on future production from the Claudia Project.
Drill Program Continues with Fourth Phase Complete: In 2023 CVSA initiated a multi-phase drill program at the extensive, 65,192 ha, Claudia project, located directly south of their Cerro Vanguardia Gold-Silver Mine (news release October 3, 2023). The program is designed to test the prospective vein trends ranging from 100 to >400m in depth which are the potential southern extensions and/or parallel trends of the CVSA Mine vein field. The first three drilling phases in 2023 and 2024 totaled 8,624 m in 43 drill holes. The recently completed fourth phase of drilling consisted of 1,258m in 5 drill holes. To date, these 4 phases of drilling have been completed for a total of 9,883 m in 48 drill holes.
History at Mirasol`s Claudia Property
The Claudia Project was originally staked in 2004 as part of Mirasol's Santa Cruz exploration program. Mirasol, in conjunction with various JV partners, has completed over 19,000 m of combined RC and DDH drilling, more than 4,000 line-km of ground magnetometry, 249-line km (43 km2) of gradient array IP geophysics covering six separate blocks, almost 100-line km`s electrical IP- Pole-di-Pole geophysical lines, collected over 3,500 rock chip samples, 4,500 rock trench channel samples from 200 trenches, close to 1000 MMI geochemical soil samples and 1,500 km2in detailed geological mapping.
Between 2006 and 2010 two phases of drilling were completed with a JV partner, including 3,794m of drilling in 26 holes and 3,168m of RC drilling in 25 holes. Drilling results from these campaigns included multiple intercepts with greater than 100 g/t Ag, including five intercepts from 118 g/t Ag to 217 g/t Ag and up to 1.3 g/t Au.
During 2012, Mirasol`s inhouse exploration team expanded and defined the impressive 15 km long Curahue vein trend, which is largely concealed by shallow gravel cover (<5m) and is seen to host six large individual vein trends, namely the Europa, IO, Ganymede, Callisto, Themisto and Sinope segments. Large extensions of these trends have been traced under cover by electrical IP (Gradient Array) geophysical campaigns.
At the Rio Seco prospect, located on the easternmost part of Claudia, Mirasol's early prospecting discovered the first outcropping veins at Claudia where select surface samples returned up to 20.1 g/t Au and 1,175 g/t Ag from the "J Vein". Saw-cut channel and trench intersections returned 0.7m at 13.9 g/t Au and 229 g/t Ag and 10.5m of 1.9 g/t Au and 22 g/t Ag from mineralized zones along the expansive Rio Seco vein field (news release June 14, 2012).
During Q2 2012, Mirasol drilled a total of 2,599m in 25-holes. The best results included individual assays of up to 0.83m at 6.59 g/t Au and 139.3 g/t Ag and broad intersections of anomalous Au and Ag up to 15.3m of 0.29 g/t Au and 50.9 g/t Ag (news release March 4, 2013).
During 2016/17, under a previous JV with CVSA, a combined 7,525m of RC and DDH drilling was completed at Claudia. The majority of the drilling was focused along a 2.2-km section of the "IO vein", one of the six prospects identified to-date along the 15 km long Curahue trend (news release December 16, 2016 and February 17, 2017).
A major "milestone" of the CVSA drilling at the "IO" vein was the discovery of a 600m long, open-ended mineralized body hosting silver/gold mineralization which starts a few meters below surface
and has been drill tested to a vertical depth of 135m. This strongly mineralized trend requires followup work both downdip and along the strike of the structure. Highlight results included:
High-grade vein: 0.6m at 11.72 g/t Au and 1,224 g/t Ag. Vein and veinlet composite: 9.3m at 1.40 g/t Au and 134.6 g/t Ag.From October 2017 through March 2019, Mirasol with a JV partner drilled 2,529m in 12 holes at Claudia. Drilling completed to July 2018 focused mostly at the Curahue prospect, with 10 DDH holes totaling 2,270m completed, to test targets on the Europa, IO, Themisto and Callisto segments, along the extension of the Curahue trend.
Drill results from the Curahue prospect, Europa and IO vein trends include 0.6m at 0.08 g/t Au and
610.0 g/t Ag, 0.55m at 1.15 g/t Au and 22.9 g/t Ag; and 0.9m at 1.95 g/t Au and 5.7 g/t Ag from the Cilene prospect (news release September 17, 2018).
Following termination of that JV, Mirasol completed additional surface exploration work resulting in the definition of new drill targets that remain to be tested. A total of 249 new rock chip samples were collected from the Curahue trend, with results up to 7.99 g/t Au and 69 g/t Ag. In addition, two new IP geophysical surveys, focused on the Curahue and Themisto prospects, were completed extending existing survey coverage at Claudia (news release May 8, 2019).
Sascha - Marcelina Gold-Silver (Lead/Zinc) Project, Santa Cruz
On December 9, 2025, Mirasol announced the sale of the 100% owned Sascha Project located in Santa Cruz province, Argentina ("Sascha") to Andara Mining Pty Ltd (Andara Mining) a subsidiary of Pursuit Minerals Ltd. (ASX: PUR) ("Pursuit Minerals").In connection to the sale, Mirasol has also assigned its Option to Purchase Agreement on the Marcelina Project ("Marcelina") to Andara Mining. Sascha and Marcelina are together referred to as the Sascha-Marcelina Projects ("Sascha-Marcelina"). Under the Option to Purchase Agreement, Mirasol has the right to acquire an undivided 100% interest in three mineral concessions comprising the Marcelina Project (news release September 30, 2025).
Under the terms of the Agreement, Mirasol granted Andara Mining the rights to acquire Sascha and assigned the option to purchase Marcelina for total consideration of US$1.5 million.
Upon completion of payments, Andara Mining earned 100% interest in the Sascha Project and will assumes all the rights and obligations related to the option to purchase agreement for Marcelina with Minera Piuquenes S.A. (news release January 25, 2019). Mirasol will retain a 1.5% NSR (Net Smelter Return) royalty and Andara Mining will have a right of first refusal in relation to any potential sale and a right to buy back the first 0.75% of the 1.5% NSR royalty for two years following the commencement of commercial production for US$1.5 million and the right to buy back the remaining 0.75% NSR royalty for a further US$4.0 million for three years following commencement of commercial production.
Portfolio of Grassroots Copper Project, MendozaOn January 26, 2026, Mirasol announced the signing of an Asset Purchase Agreement ("Agreement") under which Mirasol granted Mises Metals S.A.S., a wholly-owned subsidiary of Argentina Metals Corp. ("Argentina Metals") 100% interest in a portfolio of 14 grassroots porphyry copper exploration projects, comprising 89,070 hectares, located in Mendoza, Argentina (collectively the "Mendoza Portfolio").
Under the terms of the Agreement, Mirasol grants Argentina Metals 100% interest in the Mendoza Portfolio of grassroots projects for total consideration of (i) a cash payment of US$50,000 (ii) 433,333 common shares without par value in the capital of Argentina Metals (the "Shares") on closing, (iii) 433,333 Shares on the registration of the transfer of the Properties with the Dirección de Minería de la Provincia de Mendoza, and (iv) 433,334 Shares at the earlier of one year from closing or on Argentina Metals' common shares being listed on a recognized Canadian stock exchange (the
"Public Listing"). Should the Public Listing not occur within one-year of closing, the Mendoza Portfolio of properties shall be returned to Mirasol in exchange for the return of the Shares and one-half of the cash payment (news release January 26, 2026).
ChileNord Polymetallic Project, Northern Chile
In July 2025, Mirasol signed an Option to Purchase Agreements under which Mirasol grants Pampa Camarones SpA, through its affiliate Eco Earth Elements SpA, ("Eco Earth") an exclusive right to acquire the mineral rights within Mirasol`s 100% owned Nord East and Nord West Projects ("Nord Project") located in Region II of Chile (news release July 15, 2025). The Nord project is directly adjacent to Pampa Camarones´ Ciclón-Exploradora development project, which is advancing to production, and will serve as key properties for the development of essential infrastructure, while also increasing potential resources and adding exploration upside.
Under the terms of the Agreement, Mirasol shall grant Eco Earth the rights to acquire the Nord East and Nord West for total consideration of US$2.5 million by making scheduled payments over 4 years. Upon completion of payments, Eco Earth will have earned 100% interest in the Nord project and Mirasol will retain a 2% NSR (Net Smelter Return) royalty on Nord East and a 1% NSR royalty on Nord West. Eco Earth will have the right to purchase the first 1% of the 2% NSR royalty on Nord East for US$3 million and the remaining 1% for an additional US$6.0 million.
The Nord project is comprised of 1,900-ha project is located in Region III of Chile within the Exploradora District, which lies on the western side of the north-south trending regional scale Domeyko fault zone and within the world class Eocene-Oligocene porphyry Cu belt.
Exploration Results
Based on Mirasol's initial surface exploration, the project has the potential to host two main styles of mineralization. The first style is characterized by large vein-type mineralization injected into fault structures hosting polymetallic (Cu, Zn, Pb, Ag, Au) mineralization, as seen in the active small-scale mines located near the northeast corner of the claim boundary and at Mineria's Ciclon-Exploradora polymetallic development project, which is located adjacent to the eastern blocks of the project. While surface geochemistry has returned only low to anomalous precious and base metal results, Mineria's understanding will be valuable to define drill targets for potential extensions or parallel structures to the known mineralization (news release October 31, 2019).
In addition, the project also hosts the potential for porphyry Cu-Au style mineralization. In the central part of the property a large alteration zone displays patterns of quartz-sericite and advanced argillic alteration with thin tourmaline veinlets, which are characteristic of some porphyry-style alteration assemblages.
In the first half of 2021, Encantada completed an initial fieldwork program, which included geological mapping, geochemistry and geophysical surveys to define targets. A scout diamond drill program was completed largely on a property controlled by Encantada (Target 1) and adjacent to Nord, with one initial drill hole completed within the Nord tenure to test a Au-Cu mineralized corridor.
Follow up drilling took place at Nord in October and November 2021 to test the multiple north-northeast trending mineralized corridors identified on the property. Encantada completed five drill holes totaling 1,192m on Target 3 in the center of the Nord project. Narrow zones of Zn mineralization (sphalerite - pyrrhotite) were encountered in the northern holes with higher temperature (garnet-pyroxene-magnetite) skarn carrying narrow zones of Cu-Au mineralization intercepted in the south. The skarn and increasing Cu-Au+Mo values may indicate a vector towards a porphyry target to the southeast.
At Target 2, geological mapping at 1:2,000 and 1:5,000 scale has been completed on a porphyry prospect interpreted to be of similar Mid Eocene-Oligocene (33-36 Ma) age to the Exploradora
