Newport Exploration LtdTSXV: NWX

Financial Statements (NWXFS07312025)

· Issued by Newport Exploration Ltd


FINANCIAL STATEMENTS (Expressed in Canadian Dollars) JULY 31, 2025


INDEPENDENT AUDITOR'S REPORT To the Shareholders of Newport Exploration Ltd. Opinion

We have audited the financial statements of Newport Exploration Ltd. (the "Company"), which comprise the statements of financial position as at July 31, 2025 and 2024, and the statements of income and comprehensive income, cash flows, and changes in shareholders' equity for the years then ended, and notes to the financial statements, including material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at July 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS").

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended July 31, 2025. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there are no key audit matters to communicate in our report.

Other Information

Management is responsible for the other information. The other information comprises the information included in the Management's Discussion and Analysis, but does not include the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information, and in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  • Evaluate the overall presentation, structure, and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter of when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Henry Chow.



Saturna Group Chartered Professional Accountants LLP Vancouver, Canada

October 30, 2025

STATEMENTS OF FINANCIAL POSITION AS AT JULY 31,

(Expressed in Canadian Dollars)

2025 2024

ASSETS Current

Cash and cash equivalents $ 460,866 $ 814,660 Short-term investments (Note 4) 2,152,014 857,724

Receivables (Note 3) 576,121 801,580

Income tax receivable (Note 13) 192,088 129,186

Prepaid expenses 28,229 11,905

Total Current Assets 3,409,318 2,615,055 Non-current

Equipment 3,646 4,885

Right-of-use asset (Note 7) 60,468 57,499

Exploration and evaluation asset (Note 5) 1 1

Total Non-current Assets 64,115 62,385 Total Assets $ 3,473,433 $ 2,677,440 LIABILITIES Current

Accounts payable and accrued liabilities (Note 8) $ 45,641 $ 40,812 Current portion of lease liability (Note 7) 60,736 61,093

Total Liabilities 106,377 101,905 SHAREHOLDERS' EQUITY

Capital stock 47,906,989 47,906,989

Reserves (Note 9) 2,500,254 2,213,537

Deficit (47,040,187) (47,544,991)

Total Shareholders' Equity 3,367,056 2,575,535 Total Liabilities and Shareholders' Equity $ 3,473,433 $ 2,677,440 Commitments (Note 11) Dividends (Note 15)

"Ian Rozier" Director "Barbara Dunfield" Director Ian Rozier Barbara Dunfield

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

STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

YEARS ENDED JULY 31,

(Expressed in Canadian Dollars)

2025

2024

EXPENSES

Administration fees

$ 14,400

$ 14,400

Amortization of equipment

1,239

1,689

Amortization of right-of-use asset (Note 7)

63,112

63,009

Consulting fees (Note 10)

572,700

572,700

Directors' fees (Note 10)

90,000

90,000

Exploration expense (Note 5)

500

500

Foreign exchange (gain) loss

13,873

(10,824)

Interest expense on lease liability (Note 7)

1,574

4,419

Management fees (Note 10)

391,200

391,200

Office and miscellaneous

92,190

88,807

Professional fees

115,766

114,313

Property investigation costs

36,100

-

Shareholder communications

15,634

20,224

Share-based payments (Note 9)

286,717

-

Transfer agent and filing fees

22,526

30,578

Travel and related costs

102,841

118,690

Loss from operations

(1,820,372)

(1,499,705)

OTHER ITEMS

Interest income

87,396

90,615

Petroleum royalty (Note 6)

2,672,616

4,247,825

Total other items

2,760,012

4,338,440

Net income before income taxes

939,640

2,838,735

Income tax expense (Note 13)

(434,836)

(916,095)

Net income and comprehensive income for the year

$ 504,804

$ 1,922,640

Earnings per common share:

Basic

$ 0.00

$ 0.02

Diluted

$ 0.00

$ 0.02

Weighted average number of common shares outstanding:

Basic

105,579,874

105,579,874

Diluted

107,708,982

105,579,874

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

STATEMENTS OF CASH FLOWS YEARS ENDED JULY 31,

(Expressed in Canadian Dollars)

2025

2024

CASH FLOWS FROM OPERATING ACTIVITIES

Net income for the year

$ 504,804

$ 1,922,640

Items not affecting cash:

Amortization of equipment

1,239

1,689

Amortization of right-of-use asset

63,112

63,009

Foreign exchange

(1,943)

(8,376)

Interest expense on lease liability

1,574

4,419

Interest income

(87,395)

(90,615)

Income tax expense

434,836

916,095

Share-based payments

286,717

-

Change in non-cash working capital items: Receivables

228,611

360,831

Prepaid expenses

(16,324)

4,251

Accounts payable and accrued liabilities

4,829

(1,639)

Interest received

71,928

100,373

Income taxes paid

(490,520)

(1,031,247)

Net cash provided by operating activities

1,001,468

2,241,430

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from short-term investments, net of purchases

(1,287,250)

550,000

Cash provided by investing activities

(1,287,250)

550,000

CASH FLOWS USED FOR FINANCING ACTIVITIES

Dividends paid (Note 15)

-

(3,167,397)

Repayment of lease liability

(68,012)

(68,012)

Cash used for financing activities

(68,012)

(3,235,409)

Change in cash and cash equivalents during the year

(353,794)

(443,979)

Cash and cash equivalents, beginning of year

814,660

1,258,639

Cash and cash equivalents, end of year

$ 460,866

$ 814,660

Cash and cash equivalents is comprised of:

Cash in bank

$ 160,866

$ 178,197

Cashable guaranteed investment certificates and treasury bills

300,000

636,463

$ 460,866

$ 814,660

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

NEWPORT EXPLORATION LTD.

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Expressed in Canadian Dollars)

Capital Stock

Number

Amount

Reserves

Deficit

Total

Balance, July 31, 2023

105,579,874

$ 47,906,989

$ 2,213,537

$ (46,300,234)

$ 3,820,292

Dividend distributions (Note 15)

-

-

-

(3,167,397)

(3,167,397)

Net income for the year

-

-

-

1,922,640

1,922,640

Balance, July 31, 2024

105,579,874

47,906,989

2,213,537

(47,544,991)

2,575,535

Share-based payments

-

-

286,717

-

286,717

Net income for the year

-

-

-

504,804

504,804

Balance, July 31, 2025

105,579,874

$ 47,906,989

$ 2,500,254

$ (47,040,187)

$ 3,367,056

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

7

  1. NATURE OF OPERATIONS

    Newport Exploration Ltd. (the "Company") was incorporated on September 19, 1979 under the Business Corporations Act, British Columbia and is in the exploration stage with respect to its exploration and evaluation asset. Based on the information available to date, the Company has not yet determined whether its exploration and evaluation asset contains ore reserves. Recoverability of the carrying amount of the exploration and evaluation asset is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest. The Company also receives royalty payments related to a retained interest in certain petroleum licenses in Australia (note 6). The Company has no ability to determine the quantum or sustainability of future royalty payments, and as a result, there is no assurance the Company will continue to receive payments from its 2.5% gross overriding petroleum royalty ("GOR"). The receipts of royalty payments are not indicative of additional near-term income or any future income as the Company has no information to support or validate the expectation of future receipt. Any future royalty receipts are treated as fortuitous.

    The Company's head office and principal address is 202 - 2168 Marine Drive, West Vancouver, British Columbia, Canada, V7V 1K3. The Company's registered and records office is 1500 - 1055 West Georgia Street, Vancouver, British Columbia, Canada, V6E 4N7.

  2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION

These financial statements were authorized for issue on October 30, 2025 by the directors of the Company.

Basis of preparation

These financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). They have been prepared on a historical cost basis, except for financial instruments classified as fair value through profit and loss, which are stated at their fair value. These financial statements are presented in Canadian dollars unless otherwise noted.

Functional and presentation currency

The functional currency is the currency of the primary economic environment in which the entity operates and has been determined to be the Canadian dollar for the Company. Transactions in currencies other than the Canadian dollar are recorded at exchange rates prevailing on the dates of the transactions. At the end of each reporting period, the monetary assets and liabilities of the Company that are denominated in a currency other than the Canadian dollar are translated at the exchange rate at the reporting date, while non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are included in the statement of income and comprehensive income in the year in which they arise.

  1. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

    Critical accounting estimates, judgments and assumption

    The preparation of these financial statements requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported expenses during the year. Actual results could differ from these estimates.

    Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to the following:

    1. The carrying value and the recoverability of its exploration and evaluation asset, which is included in the statements of financial position. Exploration and evaluation expenditures are recognized in the statement of net income and comprehensive income. At every reporting period, management assesses the potential impairment of the exploration and evaluation asset which involves assessing whether or not facts or circumstances exist that suggest the carrying amount exceeds the recoverable amount. Such assessment requires judgement and estimates with respect to mineral resources, metal prices, capital and operating costs and considers management's plans with respect to an area of interest. Changes in these assumptions and judgements could result in an impairment of the carrying value of the exploration and evaluation asset.

    2. The inputs used in calculating the fair value for share-based payments expense included in net income and reserves, which is included in shareholders' equity. The share-based payments expense is estimated using the Black-Scholes pricing model as measured on the grant date to estimate the fair value of stock options. This model involves the input of subjective assumptions, including the expected price volatility of the Company's common shares, the expected life of the options, and the estimated forfeiture rate. Changes in these assumptions affect the fair value of share-based payments and the amount recognized as an expense in net income or as reserves, which is included in shareholders' equity.

    3. The determination of income tax expense and the composition of deferred income tax assets and liabilities involves judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred income tax assets and liabilities, and interpretations of tax laws. The Company is subject to assessments by tax authorities who may interpret the tax law differently. Changes in these interpretations, judgments, and estimates may materially affect the final amount of current and deferred income tax provisions, deferred income tax assets and liabilities, and results of operations.

Cash and cash equivalents

Cash and cash equivalents consist of cash and short-term investments with original maturity dates of less than ninety days or that are fully redeemable without penalty or loss of interest.

Short-term investments

Short-term investments include Canadian guaranteed investment certificates with major Canadian banking institutions with original maturity dates greater than ninety days. These investments are recognized at fair value on each statement of financial position date.

Royalties

Royalty income is recognized upon sale by the licensee of royalty-bearing petroleum, when realization is considered probable, and collection is reasonably assured.

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

Exploration and evaluation expenditures

Exploration and evaluation expenditures include the costs of acquiring licenses, costs associated with exploration and evaluation activity, and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination or asset acquisition. Expenditures incurred before the Company has obtained the legal rights to explore an area are recognized in the statement of income and comprehensive income.

Subsequent to the acquisition of the legal rights to explore and until the mineral property reaches its development stage, exploration and evaluation expenditures are recognized in the statement of income. Government tax credits received are recorded as a reduction to the cumulative costs incurred and capitalized on the related property.

Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, or (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount.

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within property, plant, and equipment.

Equipment

Equipment is carried at cost less accumulated amortization. Amortization is recorded at the following annual rates: Computer equipment 30% declining balance

Furniture and fixtures 20% declining balance

Share-based payments

The Company has a stock option plan. Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods based on the number of options that are expected to vest. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding credit amount is recorded as a reserve in shareholders' equity. The fair value of options is determined using a Black-Scholes option pricing model. The number of options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted is based on the number of equity instruments that eventually vest. When the options are exercised, the applicable amounts included in reserves are transferred to capital stock.

Earnings per share

Basic earnings per share is calculated by dividing the income attributable to common shareholders by the weighted average number of common shares outstanding in the year. For all periods presented, the income attributable to common shareholders equals the reported income attributable to owners of the Company. In calculating the diluted earnings per share, the weighted average number of common shares outstanding assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the year. As at July 31, 2025, the Company had 9,800,000 (2024 - 8,675,000) potentially dilutive shares outstanding.

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

Financial instruments

Financial assets and liabilities are initially recognized at fair value on the statement of financial position when the Company becomes a party to the contractual provisions of the instrument. Subsequently, financial assets and liabilities are recognized based on the classification of these financial assets. The Company has classified financial assets into one of the following categories: (1) financial assets at fair value through profit or loss ("FVTPL"), (2) financial assets at fair value through other comprehensive income ("FVTOCI"), (3) financial assets at amortized cost. Financial liabilities are classified as either (1) financial liabilities at FVTPL or (2) financial liabilities at amortized cost.

Financial assets and liabilities at FVTPL are subsequently measured at fair value with changes in those fair values recognized in the statement of income and comprehensive income. Financial assets at FVTOCI are subsequently measured at fair value with changes in those fair values recognized in other comprehensive income (loss), net of tax. Financial assets and liabilities at amortized cost are measured at amortized cost using the effective interest rate method.

Cash and cash equivalents and receivables (with the exception of GST receivable) are classified as financial assets at amortized cost and accounts payable and accrued liabilities are classified as liabilities at amortized cost. Short-term investments are classified as FVTPL. Receivables, where applicable, are net of a provision for expected credit losses.

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the loss allowance for the financial asset is measured at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If, at the reporting date, the financial asset has not increased significantly since initial recognition, the loss allowance is measured for the financial asset at an amount equal to twelve month expected credit losses. For trade receivables the Company applies the simplified approach to providing for expected credit losses, which allows the use of a lifetime expected loss provision. Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be objectively related to an event occurring after the impairment was recognized. Due to the nature of its receivables and that expected credit loss is nominal, no provision for credit loss was recognized by the Company.

Impairment of non-financial assets

The carrying amount of the Company's non-financial assets (which include exploration and evaluation assets and equipment) is reviewed at each reporting date to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in the statement of income and comprehensive income.

The recoverable amount of assets is the greater of an asset's fair value less cost to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount, however, not to an amount higher than the carrying amount that would have been determined had no impairment loss been recognized in previous years. A reversal of an impairment loss is recognized immediately in the statement of income and comprehensive income.

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

Income taxes

Current income tax:

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Company operates and generates taxable income.

Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred income tax:

Deferred income tax is provided for temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable income will be available to allow all or part of the deferred income tax asset to be utilized.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of the reporting period.

Deferred income tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the income taxes relate to the same taxable entity and the same taxation authority.

Leases

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement exists, and if the Company has the right to direct the use of the asset. At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative standalone prices.

As a lessee, the Company recognizes a right-of-use asset and a lease liability at the commencement date of a lease. The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight line method from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

  1. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

    Leases (continued)

    A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by the interest rate implicit in the lease, or if that rate cannot be readily determined, the incremental borrowing rate. Lease payments included in the measurement of the lease liability are comprised of:

    • fixed payments, including in-substance fixed payments, less any lease incentives receivable;

    • variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

    • amounts expected to be payable under a residual value guarantee;

    • exercise prices of purchase options if the Company is reasonably certain to exercise that option; and

    • payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.

      The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if there is a change in the estimate or assessment of the expected amount payable under a residual value guarantee, purchase, extension or termination option. Variable lease payments not included in the initial measurement of the lease liability are charged directly to the statement of income and comprehensive income.

      The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The lease payments associated with these leases are charged directly to the statement of income and comprehensive income on a straight-line basis over the lease term.

      Recent Accounting Pronouncements

      A number of new standards, and amendments to standards and interpretations, are not effective for the year ended July 31, 2025, and have not been early adopted in preparing these financial statements. The impact of these new standards and amendments are not expected to have a material impact on the Company's financial statements, with the exception as follows.

      Amendments to IFRS 9 and IFRS 7, Amendments to the Classification and Measurement of Financial Instruments

      ("Amendments to IFRS 9 and IFRS 7")

      In May 2024, the IASB issued Amendments to IFRS 9 and IFRS 7 which clarify the date of recognition and derecognition of some financial assets and liabilities with a new exception for some financial liabilities settled through an electronic cash transfer system, clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest criterion, add new disclosures for certain instruments with contractual terms that can change cash flows such as instruments with features linked to the achievement of environment, social and governance targets; and update the disclosures for equity instruments designated at FVOCI. Amendments to IFRS 9 and IFRS 7 is effective for periods beginning on or after January 1, 2026, with early adoption permitted. The Company is assessing the impact of this standard on its disclosures.

      IFRS 18, Presentation and Disclosure in Financial Statements ("IFRS 18")

      In April 2024, the IASB issued IFRS 18, which will replace IAS 1. IFRS 18 is effective for periods beginning on or after January 1, 2027, with early adoption permitted. IFRS 18 will require defined categories and subtotals in the consolidated statements of (loss) income, require disclosure about management-defined performance measures, and adds new principles for aggregation and disaggregation of information. The Company is assessing the impact of this standard on its disclosures.

  2. RECEIVABLES

    Trade and other receivables are comprised of the following:

    July 31,

    2025

    July 31,

    2024

    GST receivable $ 7,952 $ 7,767

    Petroleum royalty (Note 6) 565,592 790,243

    Interest 2,577 3,570

    Total $ 576,121 $ 801,580

  3. SHORT-TERM INVESTMENTS

    As at July 31, 2025, the Company has short-term investments totaling $2,152,014 (2024 - $857,724). The Company's short-term investments are held at a Canadian bank, with terms of up to 1 year and interest rates between 2.80% and 3.44%. Management monitors credit risk associated with this concentration and has determined that the risk of loss is low due to the bank's high credit rating

  4. EXPLORATION AND EVALUATION ASSET

    The Company has a 100% interest in the Chu Chua copper-gold property, a sulphide deposit located north of Kamloops, British Columbia. There are two separate 1% net smelter returns on Chu Chua to underlying parties. During the year ended July 31, 2025, the Company incurred $500 (2024 - $500) for claims maintenance.

  5. PETROLEUM ROYALTY

    Under the terms of an agreement for the sale of CVL Resources (Barbados) Ltd. (formerly a wholly-owned subsidiary of the Company) in 2002, the Company retained a 2.5% GOR interest on any hydrocarbons discovered on certain petroleum exploration licences in Australia. As at and during the year ended July 31, 2025, the Company earned

    $2,672,616 (2024 - $4,247,825) of petroleum royalty income, of which $565,592 (2024 - $790,243) is included in receivables. The receipt of royalty payments is considered to be highly variable, and as such these payments are not indicative of additional near-term income or any future income.

    In 2016, the Australian Tax Office ("ATO") ruled that the Company's Royalty income is taxable in Australia and, as such, the Company has 30% of its Royalty payment withheld at source by Beach Energy Ltd ("Beach") and Santos Ltd ("Santos"), which Beach and Santos are required to remit to the ATO. The Company files annual tax returns in Australia.

  6. RIGHT-OF-USE ASSET AND LEASE LIABILITY

    The Company has an office lease for its head office in West Vancouver, BC, with a lease term originally to June 30, 2025, extended to June 30, 2026. The right-of-use asset and corresponding lease liability were initially measured at the present value of the remaining lease payments, discounted using the Company's incremental borrowing rate of 6.5%.

    The continuity of the right-of-use asset for the years ended July 31, 2024 and 2025 is as follows:

    Right-of-Use

    Asset

    July 31, 2023

    $ 120,508

    Amortization

    (63,009)

    July 31, 2024

    57,499

    Addition

    66,081

    Amortization

    (63,112)

    July 31, 2025

    $ 60,468

    The continuity of the lease liability for the years ended July 31, 2024 and 2025 is as follows:

    Lease Liability

    July 31, 2023

    $ 124,686

    Lease payments

    (68,012)

    Interest expense

    4,419

    July 31, 2024

    61,093

    Addition

    66,081

    Lease payments

    (68,012)

    Interest expense

    1,574

    July 31, 2025

    $ 60,736

    Future minimum lease payments are as follows:

    July 31,

    2025

    July 31,

    2024

    Less than 1 year

    $ 60,736

    $ 61,093

  7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

    July 31,

    2025

    July 31,

    2024

    Trade payables

    $ 9,641

    $ 5,812

    Due to related parties (Note 10)

    15,000

    15,000

    Accrued liabilities

    21,000

    20,000

    Total

    $ 45,641

    $ 40,812

  8. CAPITAL STOCK AND RESERVES
  1. Authorized share capital and earnings per share

    As at July 31, 2025, the authorized share capital of the Company is an unlimited number of common shares without par value. Holders of these common shares are entitled to dividends as declared from time to time and are entitled to one vote per share at the Company's Annual General Meeting.

    Basic and diluted per share amounts have been calculated based on the following:

    July 31,

    2025

    July 31,

    2024

    Weighted average number of common shares - basic

    105,579,874

    105,579,874

    Effect of outstanding stock options

    2,129,108

    -

    Weighted average number of common shares - diluted

    107,708,982

    105,579,874

    Only the "in-the-money" dilutive instruments impact the calculation of dilutive income per common share.

  2. Stock options

The Company has an incentive stock option plan (the "Plan") in place under which it is authorized to grant options to directors, employees, and consultants to acquire up to 10% of the issued and outstanding common shares of the Company to be issued from the treasury upon exercise of the stock options. Under the Plan, the exercise price of each option may not be less than the market price of the Company's stock as calculated on the date of Grant less any applicable discount permitted by the securities regulatory authorities. The options can be granted for a maximum term of 10 years and vesting periods are determined by the Board of Directors.

As at July 31, 2025 and 2024, the Company had the following stock options issued and outstanding:

July 31,

2025

July 31,

2024

Issued and outstanding, beginning of year

8,675,000

8,675,000

Issued

9,800,000

-

Expired

(8,675,000)

-

Issued and outstanding, end of year

9,800,000

8,675,000

  1. CAPITAL STOCK AND RESERVES (continued)

    b) Stock options (continued)

    Details of options outstanding as at July 31, 2025 are as follows:

    Number of Options

    Exercise

    Price Expiry Date

    9,800,000 $0.08 December 30, 2029

    During the year ended July 31, 2025, the Company granted 9,800,000 (2024 - Nil) stock options to directors, officers, and consultants of the Company, with a grant date fair value of $0.08 (2024 - $Nil) per option resulting in share-based payments expense of $286,717 (2024 - $Nil), using the Black-Scholes option pricing model using the following inputs, assuming no expected dividends or forfeitures:

    2025

    2024

    Risk-free interest rate

    2.96%

    -

    Expected life of options

    5 years

    -

    Annualized volatility

    42.3%

    -

  2. RELATED PARTY TRANSACTIONS

    The aggregate value of transactions with key management personnel, consisting of the Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO"), and members of the board of directors, for compensation are as follows:

    July 31,

    2025

    July 31,

    2024

    Management fees

    $ 391,200

    $ 391,200

    Consulting fees

    572,700

    572,700

    Directors' fees

    90,000

    90,000

    Share-based payments

    257,460

    -

    1. During the year ended July 31, 2025, a company with a common officer and director reimbursed rent expense of

      $12,000 (2024 - $12,000) to the Company.

    2. As at July 31, 2025, accounts payable and accrued liabilities included $15,000 (2024 - $15,000) owing to directors of the Company for outstanding directors' fees.

  3. COMMITMENTS

    The Company has a management contract with Ian Rozier, a director and CEO of the Company, for $47,725 per month and a consulting contract with a company controlled by Barbara Dunfield, a director and CFO of the Company, for

    $32,600 per month. These contracts remain in force on a continuous basis and can be terminated by the Company with 90 days written notice. If termination of services of either or both parties is without cause, the Company will be obligated to pay 36 months of service fees to either or both parties.

  4. SEGMENTED INFORMATION

    The Company operates in one business segment being the acquisition and exploration of exploration and evaluation assets. All of Company's non-current assets are in Canada and the Company's royalty income is derived from Australia.

  5. INCOME TAXES

    A reconciliation of income tax expense calculated at statutory rates of 27% (2024 - 27%) with the reported income tax expense is as follows:

    2024

    2024

    Net income before income taxes

    $ 939,640

    $ 2,838,735

    Expected income tax expense

    $ 253,703

    $ 766,458

    Non-deductible expenditures

    80,415

    4,057

    Change in unrecognized deductible temporary differences

    63,595

    59,967

    Foreign taxation differences

    37,123

    85,613

    Total income tax expense

    $ 434,836

    $ 916,095

    The significant components of the Company's unrecognized temporary differences and tax losses are as follows:

    2025

    2024

    Expiry date range

    Temporary differences: Investment tax credits

    $ 6,000

    $ 6,000

    2038

    Exploration and evaluation asset

    $ 3,800,000

    $ 3,800,000

    No expiry

    Equipment

    $ 281,000

    $ 281,000

    No expiry

    Allowable capital losses

    $ 12,286,000

    $ 12,286,000

    No expiry

    Non-capital losses

    $ 2,834,000

    $ 2,834,000

    2026-2034

    The Company files Australian tax returns annually on the royalty income and related expenses. As at July 31, 2025, the Company had a net Australian income tax receivable of $192,088 (2024 - $129,186) which consists of accrued Australian income tax receivable of $361,766 (2024 - $366,259) offset by accrued withholding taxes on its royalty receivable of $169,678 (2024 - $237,073).

  6. FINANCIAL AND CAPITAL RISK MANAGEMENT

    Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.

    The carrying values of cash and cash equivalents, receivables (with the exception of GST receivable), and accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments. As at July 31, 2025, the fair value of short-term investments was $2,152,014 (2024 - $857,724), a level 1 fair value measurement.

    Financial risk factors

    The Company's Board of Directors has the overall responsibility for the established method and oversight of the Company's risk management framework.

    The Company is exposed in varying degrees to a variety of financial instrument related risks 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 of financial loss associated with counterparty's inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to cash and cash equivalents, short-term investments, and receivables. The carrying value totalling $3,189,001, represents the Company's maximum exposure to credit risk. Management believes that the credit risk concentration with respect to financial instruments is remote because cash and cash equivalents and short-term investments are held with reputable Canadian financial institutions. Receivables consist mainly of the Company's royalty income. The royalty income comes from one company, and is typically received within 30 days after the quarter of production. The Company does not consider any of its current receivables past due. The Company believes any credit risk associated with its receivables is remote due to the historical success of collecting receivables.

    Liquidity risk

    The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when they come due. As at July 31, 2025, the Company had a cash and cash equivalents balance of $460,866 (2024 -

    $814,660), with expected cash inflows from trade receivables maturing within two months of $576,121 (2024 -

    $801,580) and short-term investments maturing within twelve months of $2,152,014 (2024 - $857,724) to settle expected cash outflows from current liabilities of $106,377 (2024 - $101,905).

    Market risk

    Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. These fluctuations may be significant.

    1. Interest rate risk

      The Company has cash and cash equivalents balances and short-term investments. The Company's current policy is to invest excess cash in investment-grade short-term deposits certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. The effect on net income and comprehensive income of a 1% change in interest rates is approximately $15,700.

      1. FINANCIAL AND CAPITAL RISK MANAGEMENT (continued)

        Market risk (continued)

    2. Foreign currency risk

      The Company is exposed to foreign currency risk with respect to its petroleum royalty payment, and its net income tax payable which are denominated in Australian dollars. The net effect on net income and comprehensive income of a 1% change in exchange rates between the Australian dollar and Canadian dollar foreign exchange is approximately $7,500. The Company does not currently hedge exchange risk.

    3. Commodity risk

The Company is exposed to fluctuations in commodity price with respect to the Royalty on its GOR licenses in Australia. The effect on net income and comprehensive income of a 1% change in oil price is approximately $400.

Capital management

The Company's objectives when managing capital is to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. In the management of capital, the Company includes the components of shareholders' equity.

The Company manages the capital structure and makes adjustments to it, in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may issue new shares, issue debt, acquire or dispose of assets or adjust the amount of cash. In order to facilitate the management of its capital requirements, the Company monitors its expenditures against its available capital.

The Company is currently not subject to externally imposed capital requirements. There were no changes in the Company's approach to capital management from the prior year.

  1. DIVIDENDS

During the year ended July 31, 2025, the Company declared and paid cash dividends of $nil (2024 - $3,167,397) to its shareholders based on the following schedule:

Date

Announced

Record

Date

Dividend

Per Share

Payment

Date

Total

Distribution

8/10/23

8/25/23

$ 0.01

9/12/23

$1,055,799

11/10/23

11/25/23

$ 0.01

12/11/23

$1,055,799

2/12/24

2/26/24

$0.005

3/12/24

$ 527,899

5/10/24

5/27/24

$0.005

6/11/24

$ 527,900

$3,167,397