North Peak Resources : Audited Annual Financial Statements for the years ended December 31, 2025 & 2024

About this update from North Peak Resources Ltd

s NORTH PEAK RESOURCES LTD. CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024 (EXPRESSED IN CANADIAN DOLLARS) MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING The accompanying consolidated financial statements have been prepared by and are the responsibility of management. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and reflect management's best estimates and judgements based on currently available information. Management is also responsible for a system of internal control that is designed to provide reasonable assurance that assets are safeguarded, liabilities are recognized, and that the accounting systems provide timely and accurate financial reports. The Board of Directors is responsible for ensuring that management fulfils its responsibilities with respect to financial reporting and internal control. The Audit Committee of the Board of Directors meets periodically with management and the Company's independent auditors to discuss auditing matters and financial reporting issues. In addition, the Audit Committee reviews the annual consolidated financial statements before they are presented to the Board of Directors for approval. The Company's independent auditors, Clearhouse LLP, are appointed by the shareholders to conduct an audit in accordance with generally accepted auditing standards in Canada, and their report follows. "Rupert Williams" Rupert Williams Chief Executive Officer "Jim O'Neill" Jim O'Neill, CPA, CA Chief Financial Officer INDEPENDENT AUDITOR'S REPORT To the Shareholders of North Peak Resources Ltd. Report on the Audit of the Consolidated Financial Statements Opinion We have audited the consolidated financial statements of North Peak Resources Ltd. (the Company or NPR), which comprise the consolidated statements of financial position as at December 31, 2025 and 2024, and the consolidated statements of loss and comprehensive loss, consolidated statements of changes in equity and consolidated statements of cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies. In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended, in accordance with International Financial Reporting Standards. Basis for Opinion We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated 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 consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with those requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material Uncertainty Relating to Going Concern We draw your attention to Note 1 in the consolidated financial statements, which indicates the Company incurred a comprehensive loss of $5,351,103 for the year ended December 31, 2025. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Emphasis of Matter - Material Uncertainty Related to Going Concern section of our report, we have determined the matter described below to be a key audit matter to be communicated in our report. Provision for Decommissioning Liability - Measurement Description of the matter The Company holds mining claim assets at its Prospect Mountain Property (see Note 6), subject to reclamation obligations, as set out in Note 5 to the consolidated financial statements. As at the reporting date, the Company recognized a decommissioning liability of $394,065, measured at the net present value of the estimated future expenditures, based on an independent report commissioned by management. Decommissioning liability is governed by IAS 37 - Provisions, Contingent Liabilities and Contingent Assets, which requires recognition at the best estimate of settlement expenditure, discounted to present value. Further, under IAS 16 - Property, Plant and Equipment (PPE) , the offsetting (debit) entry would ordinarily be recognized as an addition to PPE, as it represents the initial estimate of costs to restore the PPE mine site. However, as the Company has not yet established technical feasibility or commercial viability of the Property, it remains in scope of IFRS 6 - Exploration for and Evaluation of Mineral Resources , and IAS 16 does not yet apply Why the matter is a key audit matter The ARO was determined to be a key audit matter due to it magnitude, significant degree of estimation uncertainty and management judgment involved in its recognition and measurement, specifically: The quantum of the reclamation cost estimate is inherently complex, requiring reliance on a management expert; The discount and inflation rate assumptions applied in arriving at the present value of the obligation are sensitive inputs; variations in these assumptions can have a material impact on the recognized liability; Judgment was required to determine whether the "debit" side of the decommissioning liability entry should be capitalized as an PP&E asset, capitalized as an E&E asset or expensed as an E&E expenditure; The existence and adequacy of reclamation bonds held with the Bureau of Land Management (BLM) required independent validation to assess whether the Company's recognized obligation is consistent with its associated bonding commitments. Collectively, these factors resulted in significant audit effort and the involvement of our internal valuation specialists. How the matter was addressed in the audit The following were the primary procedures we performed to address this key audit matter: Inquired with management regarding the nature, triggering events, and scope of the decommissioning liability at the Prospect Mountain Property, including the transition from the 3-Year Life of Mine Bond structure to the Phased Bonding approach, to obtain an understanding of the underlying obligation; Reviewed the management expert report to assess the reasonableness of the reclamation estimate, including evaluating the scope of reclamation activities, cost assumptions, and methodology applied; agreed decommissioning liability composition to vendor quotes sourced by management; Reviewed correspondence with and Plan of Operations submissions to BLM; Verified the existence and ownership of reclamation bonds held with the BLM and evaluated their adequacy relative to BLM submissions and correspondence; Recalculated the decommissioning liability and assessed appropriateness of the associated "debit" to exploration and evaluation expense, factoring the Company's related accounting policy under IFRS 6; Engaged CH internal valuation specialists to validate the key measurement inputs, specifically the discount rate and inflation rate, used in determining the present value of the decommissioning liability; and; Reviewed the financial statement presentation and disclosures related to the decommissioning liability to confirm compliance with the applicable requirements of IAS 37, IFRS 6, and IAS 1. Information Other than the Consolidated Financial Statements and Auditor's Report Thereon Management is responsible for the other information. The other information comprises the annual management's discussion and analysis, but does not include the consolidated financial statements and our auditor's report thereon. Our opinion on the consolidated 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 consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters relating 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 Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because of 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 Pat Kenney. Chartered Professional Accountants Licensed Public Accountants Mississauga, Ontario April 22, 2026 Consolidated Statements of Financial Position (Expressed in Canadian Dollars) As at December 31, 2025 December 31, 2024 ASSETS Current assets Cash $ 2,218,888 $ 1,273,175 Investment 100,000 100,000 Reclamation bond receivable (note 5) 617,099 - Receivables and prepayments 229,165 183,795 $ 3,165,152 $ 1,556,970 Non-current assets Vehicles and equipment (note 6) 93,191 132,488 Right-of-use assets (note 8) - 25,412 Reclamation bond (note 5) 411,254 - Exploration and evaluation assets (notes 7) 11,468,811 8,938,112 11,973,256 9,096,012 Total assets $ 15,138,408 $ 10,652,982 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued liabilities $ 616,231 $ 142,978 Accrued acquisition payment (note 5) 544,929 - Current portion of lease liability (note 8) - 32,567 1,161,160 175,545 Decommissioning liability (note 5) 394,065 - Total liabilities $ 1,555,225 $ 175,545 Shareholders' equity Share capital (note 9) 46,444,525 39,477,363 Contributed surplus (notes 10 and 11) 17,306,618 15,816,932 Deficit (50,019,947) (44,816,857) Accumulated other comprehensive loss (148,013) - Total shareholders' equity 13,583,183 10,477,437 Total liabilities and shareholders' equity $ 15,138,408 $ 10,652,982 Nature of operations and going concern (note 1) Subsequent event (note 18) Approved on behalf of the Board of Directors: "Rupert Williams" " John Thomson" Director Director Consolidated Statements of Loss and Comprehensive Loss (Expressed in Canadian Dollars) For the years ended December 31, 2025 2024 Expenses (income) General and administration (note 12 and 14) $ 1,057,027 $ 937,819 Professional fees (note 14) 243,031 208,950 Investor relations and marketing 616,837 190,504 Corporate development 80,000 - Exploration and evaluation expenses (note 13) 2,503,637 3,065,951 Write-off of exploration property (note 7) 95,000 - Share-based compensation (note 11 and 14) 698,532 535,841 Interest income (90,974) (164,440) Net Loss (5,203,090) (4,774,625) Currency translation differences (148,013) - Other comprehensive income (loss) $ (5,351,103) $ (4,774,625) Basic and diluted net loss per share $ (0.13) $ (0.16) Weighted average number of common shares outstanding, basic and diluted 39,848,812 30,420,301 NORTH PEAK RESOURCES LTD. Consolidated Statements of Changes in Shareholders' Equity (Expressed in Canadian Dollars) Share Capital Number of Shares Share Capital Amount Share to be Issued Contributed Surplus Accumulated Other Comprehensive Loss Deficit Total Balance, December 31, 2023 30,132,178 $38,182,019 $40,355 $15,414,473 - $(40,042,232) $13,594,615 Issued on private placement 1,414,998 1,061,249 - - - - 1,061,249 Cost of issue - (48,038) - - - - (48,038) Shares to be issued - - (40,355) - - - (40,355) Issued on exercise of stock 225,000 282,132 - (133,382) - - 148,750 options Share-based compensation - - - 535,841 - - 535,841 Net loss for the year - - - - (4,774,625) (4,774,625) Balance, December 31, 2024 31,772,176 $39,477,363 - $15,816,932 - $(44,816,857) $ 10,477,437 - Balance, December 31, 2024 31,772,176 $39,477,363 - $15,816,932 - $(44,816,857) $ 10,477,437 Issued on private placement 9,031,666 5,418,999 - - - - 5,418,999 Cost of issue - (163,032) - - - - (163,032) Warrants issued (989,326) 989,326 - Shares issued for evaluation and exploration asset 3,000,000 2,220,000 - - - - 2,220,000 Issued on exercise of stock options and warrants 477,300 480,522 - (198,172) - - 282,350 Share-based compensation - - - 698,523 - - 698,532 Net and comprehensive loss for the year - - - - (148,013) (5,203,090) (5,351,103) Balance, December 31, 2025 44,281,142 $46,444,525 - $17,306,618 $(148,013) $(50,019,947) $ 13,583,183 The accompanying notes are an integral part of these consolidated financial statements. - 3 - NORTH PEAK RESOURCES LTD. Consolidated Statements of Cash Flows (Expressed in Canadian Dollars) For the Year Ended December 31, 2025 2024 Operating activities Net loss for the year $ (5,203,090) $ (4,774,625) Share-based compensation 698,532 535,841 Depreciation of right-of-use assets 25,412 48,257 Amortization of vehicles and equipment 39,297 49,122 Write-off of exploration property 95,000 - Unrealized foreign exchange movement (148,013) - Accretion of lease liability - 7,668 Non-cash working capital items Receivables and prepayments (45,370) (23,556) Accounts payable and accrued liabilities 1,018,182 383,223 Decommissioning liability 394,065 - (3,125,984) (4,540,516) Investing activities Reclamation bond (note 5) (1,028,353) - Property acquisition costs (405,699) (598,944) (1,434,052) (598,944) Financing activities Private placement, net of fees 5,255,967 1,013,212 Proceeds received on exercise of options and warrants 282,350 148,750 Repayment of lease obligations (32,567) (54,040) 5,505,750 1,107,922 Net change in cash 945,713 (4,031,538) Cash, beginning of the year 1,273,715 5,304,713 Cash, end of the year $ 2,218,888 $ 1,273,175 Supplementary Cash Flow Information: Shares issued on property acquisition (note 5) 2,220,000 The accompanying notes are an integral part of these consolidated financial statements. Nature of Operations and Going Concern North Peak Resources Ltd. ("North Peak" of the "Company") was incorporated and organized on March 28, 2011, under the laws of Alberta, Canada. The Company is a Canadian based gold exploration and development company listed on the TSX Venture Exchange (the "Exchange ") under the symbol "NPR" and on the OTCQB under the symbol "NPRLF". The Company is currently focused on exploring and developing its Prospect Mountain Property (" Prospect Mountain Property ") in Eureka, Nevada. The head office of the Company is located at 30 th Floor, 421 7 th Avenue SW, Calgary, Alberta T2P 4K9 and the registered office is located at 1600, 421 - 7 Avenue SW, Calgary, Alberta T2P 4K9. These consolidated financial statements were prepared on a going-concern basis of presentation, which assumes that the Company will continue operations for the foreseeable future and be able to realize the carrying value of its assets and discharge its liabilities and commitments in the normal course of business. To date, the Company has not earned revenue and has an accumulated deficit of $50,019,947. At December 31, 2025, the Company's ability to continue as a going concern is dependent upon its ability to obtain additional financing and/or achieve profitable operations in the future. Management is aware, in making its assessment, of material uncertainties related to events or conditions that cast significant doubt upon the Company's ability to continue as a going concern. These consolidated financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate. These adjustments could be material. Management will pursue financing and alternative funding options when necessary to meet the Company's requirements on an ongoing basis. Basis of Preparation and Measurement These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards (" IFRS ") as issued by the International Accounting Standards Board (" IASB ") and interpretations issued by the Interpretations Committee. These consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments which have been measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. Financial statements have been prepared using the accrual basis of accounting, except for cash flow information. The functional currency of the parent company is the Canadian dollar; and the functional currency of North Peak (Nevada) Ltd. and North Peak Gold LLC, is the US dollar. The presentation currency of these consolidated financial statements is the Canadian dollar. These consolidated financial statements were approved by the Board of Directors of the Company on April 22, 2026. Basis of Consolidation These consolidated financial statements incorporate the financial statements of the Company and its wholly owned subsidiary North Peak (Nevada) Ltd. All intercompany transactions, balances, income and expenses are eliminated upon consolidation. Foreign Currency Translation The individual financial statements of each subsidiary are presented in the currency of the primary economic environment in which the entity operates (its functional currency). Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing on dates of transactions. At each financial position reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at the reporting date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange gains and losses on translation are included in profit and loss. Material Accounting Policies Cash and cash equivalents Cash and cash equivalents comprise cash on hand, term deposits, and highly liquid instruments with a maturity of three months or less at the time of issuance or which are readily convertible to known amounts at any time without penalty. The Company's cash is invested in business operating accounts with major financial institutions and higher yield investment and savings accounts that are available on demand by the Company to fund its exploration programs. Investments Investments consist of a short-term, highly liquid investment, readily convertible to known amounts of cash, subject to an insignificant risk of a change in value. As at December 31, 2025, the Company held General Investment Certificates (" GIC's ") of $100,000 (2024 - $100,000). Financial Instruments Financial Assets Recognition and Initial Measurement The Company recognizes financial assets when it becomes party to the contractual provisions of the instrument. Financial assets are measured initially at their fair value plus, in the case of financial assets not subsequently measured at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Transaction costs attributable to the acquisition of financial assets subsequently measured at fair value through profit or loss are expensed in profit or loss when incurred. Classification and Subsequent Measurement On initial recognition, financial assets are classified as subsequently measured at amortized cost, fair value through other comprehensive income ("FVOCI") or fair value through profit or loss ("FVTPL"). The Company determines the classification of its financial assets, together with any embedded derivatives, based on the business model for managing the financial assets and their contractual cash flow characteristics. Financial assets are classified as follows: Amortized cost - Assets that are held for collection of contractual cash flows where those cash flows are solely payments of principal and interest are measured at amortized cost. Interest revenue is calculated using the effective interest method and gains or losses arising from impairment, foreign exchange and derecognition are recognized in profit or loss. Financial assets measured at amortized cost are comprised of investment and accounts receivable. Fair value through other comprehensive income - Assets that are held for collection of contractual cash flows and for selling the financial assets, and for which the contractual cash flows are solely payments of principal and interest, are measured at fair value through other comprehensive income. Interest income calculated using the effective interest method and gains or losses arising from impairment and foreign exchange are recognized in profit or loss. All other changes in the carrying amount of financial assets are recognized in other comprehensive income. Upon derecognition, the cumulative gain or loss previously recognized in other comprehensive income is reclassified to profit or loss. The Company does not hold any financial assets measured at fair value through other comprehensive income. Mandatorily at fair value through profit or loss - Assets that do not meet the criteria to be measured at amortized cost, or fair value through other comprehensive income, are measured at fair value through profit or loss. All interest income, and changes in the financial assets' carrying amount, are recognized in profit or loss. Financial assets mandatorily measured at fair value through profit or loss are comprised of cash. Designated at fair value through profit or loss - On initial recognition, the Company may irrevocably designate a financial asset to be measured at fair value through profit or loss in to eliminate or significantly reduce an accounting mismatch that would otherwise arise from measuring assets or liabilities, or recognizing the gains and losses on them, on different bases. All interest income, and changes in the financial assets' carrying amount, are recognized in profit or loss. The Company does not hold any financial assets designated to be measured at fair value through profit or loss. The Company measures all equity investments at fair value. Changes in fair value are recorded in profit or loss. The entity does not hold any equity investments. Business Model Assessment The Company assesses the objective of its business model for holding a financial asset at a level of aggregation which best reflects the way the business is managed, and information is provided to management. Information considered in this assessment includes stated policies and objectives. Impairment The Company recognizes a loss allowance for the expected credit losses associated with its financial assets, other than financial assets measured at fair value through profit or loss. Expected credit losses are measured to reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions and forecasts of future economic conditions. The Company applies the simplified approach for accounts receivable. Using the simplified approach, the Company records a loss allowance equal to the expected credit losses resulting from all possible default events over the assets' contractual lifetime. The Company assesses whether a financial asset is credit-impaired at the reporting date. Regular indicators that a financial instrument is credit-impaired include significant financial difficulties as evidenced through borrowing patterns or observed balances in other accounts and breaches of borrowing contracts such as default events or breaches of borrowing covenants. For financial assets assessed as credit-impaired at the reporting date, the Company continues to recognize a loss allowance equal to lifetime expected credit losses. For financial assets measured at amortized cost, loss allowances for expected credit losses are presented in the statement of financial position as a deduction from the gross carrying amount of the financial asset. Financial assets are written off when the Company has no reasonable expectations of recovering all or any portion thereof. Derecognition of Financial Assets The Company derecognizes a financial asset when its contractual rights to the cash flows from the financial asset expire. Financial Liabilities Recognition and Initial Measurement The Company recognizes a financial liability when it becomes party to the contractual provisions of the instrument. At initial recognition, the Company measures financial liabilities at their fair value plus transaction costs that are directly attributable to their issuance, with the exception of financial liabilities subsequently measured at fair value through profit or loss for which transaction costs are immediately recorded in profit or loss. Where an instrument contains both a liability and equity component, these components are recognized separately based on the substance of the instrument, with the liability component measured initially at fair value and the equity component assigned the residual amount. Classification and Subsequent Measurement Subsequent to initial recognition, all financial liabilities are measured at amortized cost using the effective interest rate method. Interest, gains, and losses relating to a financial liability, are recognized in profit or loss. Derecognition of Financial Liabilities The Company derecognizes a financial liability only when its contractual obligations are discharged, cancelled or expire. Exploration, Evaluation and Resource Property Acquisition Costs The Company is in the exploration stage with respect to its investment in resource property costs and accordingly follows the practice of capitalizing significant acquisition costs on active exploration properties and expensing exploration and evaluation expenditures. The aggregate costs related to abandoned mineral properties are charged to operations at the time of any abandonment or when it has been determined that there is evidence of impairment. An impairment charge relating to a mineral property is subsequently reversed when new exploration results or actual or potential proceeds on sale or farm out of the property result in a revised estimate of the recoverable amount but only to the extent that this does not exceed the original carrying value of the property that would have resulted if no impairment had been recognized. The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain financing to complete development of the properties, and on future production or proceeds of disposition. The Company recognizes, in income, costs recovered on mineral properties when amounts received or receivable are in excess of the carrying amount of the mineral properties. All capitalized acquisition expenditures are monitored for indications of impairment. Where a potential impairment is indicated, assessments are performed for each area of interest. To the extent that exploration expenditure is not expected to be recovered, it is charged to the results of operations. Property and equipment All property and equipment is recorded at cost, less accumulated depreciation and impairment losses, if any. The cost of an item of property and equipment consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use, borrowing costs directly associated with the item and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value. Depreciation is recognized in profit or loss on a declining balance basis over the estimated useful lives of each part of an item of property, plant and equipment, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. Land typically has an unlimited useful life and is not depreciated. Depreciation is calculated on a declining balance basis using the following rates: Vehicle 30% Equipment 20% Leases and Right-of-Use Assets At the inception of a contract, the Company assesses whether a contract is, or contains, a lease. Contracts that convey the right to control the use of an identified asset for a period of time in exchange for consideration are accounted for as leases giving rise to right-of-use assets. At the commencement date, a right-of-use asset is measured at cost, where cost comprises: (a) the amount of the initial measurement of the lease liability; (b) any lease payments made at or before the commencement date, less any lease incentives received; (c) any initial direct costs incurred by the Company, and (d) an estimate of costs to be incurred by the Company in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease, unless those costs are incurred to produce inventories. A lease liability is initially measured at the present value of the unpaid lease payments. Subsequently, the Company measures a lease liability by: (a) increasing the carrying amount to reflect interest on the lease liability; (b) reducing the carrying amount to reflect the lease payments made, and (c) re-measuring the carrying amount to reflect any reassessment or lease modifications, or to reflect revised in-substance fixed lease payments. Each lease payment is allocated between repayment of the lease principal and interest. Interest on the lease liability in each period during the lease term is allocated to produce a constant periodic rate of interest on the remaining balance of the lease liability. Except where the costs are included in the carrying amount of another asset, the Company recognizes in profit or loss (a) the interest on a lease liability and (b) variable lease payments not included in the measurement of a lease liability in the period in which the event or condition that triggers those payments occurs. The Company subsequently measures a right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses, and adjusted for any re-measurement of the lease liability. Right-of-use assets are depreciated over the shorter of the asset's useful life and the lease term. Provisions A provision is recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flow at a pretax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Decommissioning liability The Company's exploration activities are subject to various governmental laws and regulations relating to the protection of the environment. These environmental regulations are continually changing, and the Company has made, and intends to make in the future, expenditures to comply with such laws and regulations. The timing of these expenditures is dependent upon a number of factors including the nature of exploration activities, the operating license conditions, and the laws, regulations, and environment in which the mine operates. Decommissioning liabilities are recognized at the time an environmental disturbance occurs and are measured at the Company's best estimate of the expected future cash flows required to reclaim the disturbance for the exploration property, which are adjusted to reflect inflation, and discounted to their present value. Decommissioning liabilities are recognized in the profit and loss in accordance with the Company's accounting policy to expense exploration and evaluation expenditures and are adjusted for changes in estimates. The terms of the reclamation bond required by the Bureau of Land Management, Nevada, USA ("BLM") require reclamation cost estimates to be updated annually based on completed and planned exploration plans and ongoing reclamation activities undertaken to date and expected in the next year. The resulting decommissioning liability represents expenses to be incurred when exploration ceases sometime in excess of one year from the date of the Consolidated Financial Statements. Income Taxes Income tax on the profit or loss for the years presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years. Deferred tax is provided using the asset and liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes and the initial recognition of assets or liabilities that affect neither accounting nor taxable profit. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the financial position reporting date. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a future tax asset will be recovered, it provides a valuation allowance against that excess. Loss Per Share Basic loss per share is calculated by dividing the loss for the year by the weighted average number of common shares outstanding during the year. Diluted loss per share is calculated in a similar manner, except that the weighted average number of common shares outstanding is increased, using the treasury stock method, to include common shares potentially issuable from the assumed exercise of stock options and other instruments, if dilutive. In the Company's case to date, these potential issuances are anti-dilutive as they would decrease the loss per share; consequently, the amounts calculated for basic and diluted loss per share are the same. Share-Based Payments The Company grants stock options to acquire common shares of the Company to directors, officers, consultants and employees. Equity-settled share-based payments issued under the incentive plan are measured at the fair value of the equity instruments at the grant date. The fair value is calculated using the Black-Scholes option valuation model and this amount is expensed over the vesting term, based on the estimate of equity instruments that will eventually vest, crediting the amounts to contributed surplus. Estimates of the number of equity instruments expected to vest are revised at the end of each reporting year, recognizing the impact of revising the original estimates, if any, in profit or loss so the cumulative expense reflects the revised estimate, with a corresponding adjustment to contributed surplus. When options are exercised, the proceeds are credited, together with the amount originally credited to contributed surplus, to share capital. In the case of consultants, the value of the options is measured based on the fair value of goods or services provided, unless it cannot be reliably determined, in which case the options are also measured using the Black-Scholes method. Provision for Expected Credit Losses ("ECL") The Company performs impairment testing annually for accounts receivable in accordance with IFRS 9. The ECL model requires considerable judgment, including consideration of how changes in economic factors affect ECLs, which are determined on a probability-weighted basis. IFRS 9 outlines a three-stage approach to recognize ECLs which is intended to reflect the increase in credit risks of a financial instrument based on 1) 12 - month expected credit losses or 2) lifetime expected credit losses. The Company measures provisions for ECLs at an amount equal to lifetime ECLs. The Company applies the simplified approach to determine ECLs on accounts receivable by using a provision matrix based on historical credit loss experiences. The historical results were used to calculate the run rates of default which were then applied over the expected life of the trade receivables, adjusted for forward looking estimates. Adoption of new accounting standards No new policies were adopted during the year ended December 31, 2025. Accounting standards issued but not yet adopted 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 statement of profit or loss, 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. IFRS 19 Subsidiaries without Public Accountability: Disclosures (" IFRS 1 "): In May 2024, the IASB issued IFRS 19, which is effective for annual reporting periods on or after 1 January 2027, with earlier application permitted. IFRS 19 permits some subsidiaries to apply IFRS Accounting Standards with reduced disclosure requirements. These entities apply the requirements in other IFRS Accounting Standards except for the disclosure requirements. Instead, these entities apply the requirements in IFRS 19. The Company is assessing the impact of this standard on its disclosures. The IASB issued amendments to IFRS 9 and IFRS 7 in May 2024 to clarify classification, measurement, dere cognition, and disclosure requirements, effective for annual periods beginning on or after 1 January 2026. The Company is assessing the impact of this standard on its disclosures. Significant Accounting Judgments and Estimates Preparing financial statements that conform with IFRS requires management to make judgments, estimates, and assumptions affecting the reported amounts of assets and liabilities and disclosures at the end of the reporting period and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continually evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ from these estimates. Significant judgments in applying accounting policies These consolidated financial Statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant assumptions about the future that management has made 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, but are not limited to, the following: Exploration, Evaluation and Resource Property Acquisition Costs Judgment is required in determining whether the respective costs are eligible for capitalization where applicable, and whether they are likely to be recoverable by future exploration and development, which may be based on assumptions about future events and circumstances. Estimates and assumptions made may change significantly if new information becomes available. Provisions and contingent liabilities The Company judges whether a past event has led to a liability that should be recognized in the Consolidated Financial Statements or disclosed as a contingent liability. Quantifying this type of liability often involves judgments and estimations. These judgments are based on many factors including the nature of the claims or dispute, the legal process and potential amount payable, legal advice received, experience and the probability of a loss being realized. Several of these factors are sources of estimation uncertainty. Functional Currency The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates. The determination of functional currency involves certain judgments to determine the location of the primary economic environment. The Company reconsiders the functional currency if there are changes in events and conditions of the factors used in the determination of the primary economic environment. Going Concern The assessment of the Company's ability to continue as a going concern involves judgment regarding future funding available for its operations and working capital requirements. Income Taxes and Recovery of Deferred Tax Assets The Company recognizes deferred tax assets to the extent that it is probable that future taxable profits will be available to utilize the Company's deductible temporary differences which are based on management's judgement on the degree of future taxable profits. To the extent that future taxable profits differ significantly from the estimates impacts the amount of the deferred tax assets management judges is probable. Accounting Treatment of Prospect Mountain Acquisition Management exercised judgement in determining the appropriate IFRS to apply in accounting for the Prospect Mountain acquisition. Specifically, an evaluation of IFRS 11, Joint Arrangements, IFRS 10 Consolidated Financial Statements and IAS 28, Investments in Associates and Joint Ventures. Largely due to the optionality of the Prospect Mountain agreement, management determined the acquisition, and ensuing costs, were in scope of IFRS 6, Exploration for and Evaluation of Mineral Resources. Sources of estimation uncertainty Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting periods, which could result in a material adjustment to the carrying amounts of assets and liabilities, relate to the following: The recoverability of exploration and evaluation properties The Company's management reviews the carrying values of its exploration and evaluation properties at the end of each reporting period to determine if there is an impairment. The recovery of carrying amounts depends on confirmation of the Company's interest in the underlying mineral claims, the Company's ability to obtain the necessary financing to complete the exploration and development, and future profitable production or proceeds from the disposition thereof. Valuation of stock options and equity-settled share-based payment transactions The determination of the fair value of stock options is not based on historical cost but derived from subjective assumptions that are put into an option pricing model. The model requires management to forecast future events, including estimates of the average future hold year of issued stock options before exercise, expiry, or cancellation, future volatility of our share price during the expected hold year (using historical volatility as a reference), and the appropriate risk-free interest rate. Shares Issued for Non-cash Consideration The Company measures equity-settled share-based payment transactions based on an estimate of the fair value of goods or services received, unless that fair value cannot be estimated reliably, in which case the Company measures the fair value of the goods or services received based on the fair value of the equity instruments granted. Decommissioning Liability and Environmental Rehabilitation Obligation The Company recognizes statutory, contractual or other legal obligations related to the retirement of its exploration and evaluation assets when such obligations are incurred, if a reasonable estimate of fair value can be made. These obligations are measured initially at the net present value of estimated cash flows and the resulting costs are expensed to the statement of loss and comprehensive loss. In subsequent periods, the liability is adjusted for any changes in the amount or timing and the discounting of underlying future cash flows. Any adjustments to the estimate are recognized in the statement of loss and comprehensive loss. The reclamation bond represents security provided to the Bureau of Land Management (United States Department of the Interior) ("BLM") related to reclamation obligations that result from exploration activities in accordance with the Company's operating permit. The decommissioning liability is the reclamation cost estimated related to surface exploration at the Prospect Mountain Property (see note 6). The Company received notice from BLM that they had approved the Company's application to move to yearly Phased Bonding as part of the reclamation obligations under the Plan of Operations in place for a portion of the Prospect Mountain Property. On May 13, 2025, a payment of US$750,294 (CAD$1,028,353) was made to the BLM upon the transfer of the reclamation bond from Solarjos (see note 6) to North Peak (Nevada) Ltd. for the previous three-year reclamation amount. The Company has submitted its refund request of approximately US$450,240 (CAD$617,099) for the difference in the three-year and one-year bond requirements, subject to the Nevada Division of Environmental Protection's final approval of yearly Phased Bonding. The refundable portion of the reclamation bond is expected to be received in 2026 and is classified as a current asset. The reclamation bond reduction request in 2025 represents an administrative change from the original bonding approach of a life of mine bond with three-year reclamation cost updates, to a phased bonding approach with annual reclamation costs updates ( Phased Bonding ). Under Phased Bonding, the Company provided for third-party costs required to reclaim the proposed disturbance related to surface exploration activities. As required by Nevada's Reclamation Act, NRS 519A.010, et seq. (1990), costs have been provided for earthwork, revegetation, equipment removal, post-reclamation maintenance, equipment mobilization/demobilization, and agency administrative/management. More specifically, costs include such items as the installation of mining tunnel bat gates and road and drilling pad reclamation. The decommissioning liability was originally estimated using 2024 cost rates and adjusted at December 31, 2025 to $394,065. The reclamation costs were prepared according to Project best projections regarding future activity in the next year, which would lead to reclamation expenses in the subsequent years. Vehicles and Equipment The following table sets out the changes to the carrying value of vehicles and equipment: Vehicles Equipment Total Cost Balance, December 31, 2023 $150,594 $59,562 $210,156 Additions - - - Balance, December 31, 2024 150,594 59,562 210,156 Additions - - - Balance, December 31, 2025 $150,594 $59,562 $210,156 Accumulated amortization Balance, December 31, 2023 $22,588 $5,956 $28,544 Amortization 38,401 10,721 49,122 Balance, December 31, 2024 $60,991 $16,677 $77,668 Amortization 30,720 8,577 39,297 Balance, December 31, 2025 $91,711 $25,254 $116,965 Net book value - December 31, 2024 $89,603 $42,885 $132,488 Net book value - December 31, 2025 $58,883 $34,308 $93,191 7. Exploration and Evaluation Assets 2025 2024 The Prospect Mountain Property, Nevada, USA Balance, beginning of year $ 8,843,112 $ 8,244,169 Acquisition costs (b) 2,625,699 598,943 Balance, end of year 11,468,811 8,843,112 The Kenogami Property, Ontario, Canada Balance, beginning of year 95,000 95,000 Write-off of capitalized costs (c) (95,000) - Balance, end of year - 95,000 Total exploration and evaluation assets, end of year $ 11,468,811 $ 8,938,112 On August 17, 2024, the Company made the second cash payment of $527,708 to Solarljos (defined below) as required by the acquisition agreement relating to the Company's acquisition of the initial 80% interest in the Prospect Mountain Property. It also Includes $71,235 of interest payments. The Company exercised its option and acquired the remaining 20% interest in the Prospect Mountain Property from Solarljos through the issuance of 3,000,000 Common Shares on July 18, 2025 (ascribed a fair value of $2,220,000). It also includes $76,831 of interest payments related to the Reclamation Bond for the Prospect Mountain Property before it was transferred from Solarjos to North Peak (Nevada) Ltd. in May 2025, and an accrued acquisition payment for the final property payment owing of $385,000 USD ($536,305). On July 21, 2025, the Company notified the owner of the Kenogami Property (defined below) that it will not be completing the remaining $150,000 work prior to January 5, 2026, and therefore will not be exercising its option on that property. The capitalized costs related to the Kenogami Property were written off during the quarter ended September 30, 2025. The Prospect Mountain Property, Nevada, USA In May 2023, (i) the Company entered into an agreement to acquire the Prospect Mountain Property from Solarljos LLC (" Solarljos ") and Gullsil LLC of Nevada (each controlled by the Erickson family of Nevada) (the " Acquisition "), and (ii) the Exchange approved the Acquisition. The mining claims and rights that constitute the Prospect Mountain Property have been transferred into a Nevada LLC, named North Peak Gold LLC. The Company held an 80% initial interest in North Peak Gold LLC (the " 80% Initial Interest ") and Solarljos held the remaining 20% interest. Solarljos was not required to contribute any funds or assume any liabilities for the benefit of North Peak Gold LLC or in connection with exploration and operations at the Prospect Mountain Property on account of its 20% interest. In connection with the Acquisition, (i) on August 22, 2023 the Company issued 5,000,000 common shares (" Common Shares ") to Solarljos, (ii) effective August 25, 2023, Ty Erickson was appointed to the Board of Directors of the Company, and (iii) on November 17, 2023 the Company issued 340,000 Common Share purchase warrants with an exercise price of $1.34 per share and a five-year term, to those persons designated by Solarljos. The Company had the right to acquire the remaining 20% interest held by Solarljos by issuing an additional 3,000,000 Common Shares to Solarljos (ascribed a fair value of $2,220,000). The Company exercised this right in July 2025 and acquired the remaining 20% interest in the Prospect Mountain Property from Solarljos through the issuance of 3,000,000 Common Shares on July 18, 2025. Solarljos maintains the 1% NSR royalty on any mineral production from the Prospect Mountain Property previously granted to them in connection with the Acquisition. In connection with its acquisition of 100% of the Prospect Mountain Property as described above, the Company has agreed to ancillary rights with the Erickson family related to the right to nominate one member of the Board of the Company to be presented to shareholders of the Company at each annual general meeting of shareholders, and pre-emptive rights to participate in future issuance of securities of the Company in order to maintain their percentage share ownership in the Company. The Kenogami Property, Ontario, Canada The Company acquired an option to acquire the Kenogami property in Ontario, Canada (the " Kenogami Property ") in connection with the Company's change of business transaction to become a mining issuer, which was completed on June 26, 2020. The terms of that option required the Company to make an initial cash payment of $35,000 (paid), and the Company had completed the following other conditions to exercise: (1) issued 25,000 Common Shares (post-consolidation) effective upon issuance of the 43-101 technical report on the Kenogami Property (completed - issued the Common Shares on July 2, 2020, and ascribed a fair value of $19,500); and (2) incurred $100,000 of exploration expenditures on the Kenogami Property and issued an additional 50,000 Common Shares to the optionor (completed, with corresponding Common Shares issued November 10, 2021, and ascribed a fair value of $40,500). The remaining condition for the exercise of the Kenogami Option was the Company incurring no less than $150,000 of exploration expenditures on the Kenogami Property on or before January 5, 2026. On July 21, 2025, the Company notified the owner of the Kenogami Property that it would not be completing the remaining $150,000 work prior to January 5, 2026, and therefore would not be exercising its option on that property. The capitalized costs related to the Kenogami Property of $95,000 were written off in July 2025. 8. Right-of-Use Assets and Lease Obligation The continuity of the right-of-use assets are presented in the table below: Balance, December 31, 2023 $ 73,669 Depreciation (48,257) Balance, December 31, 2024 $ 25,412 Depreciation (25,412) Balance, December 31, 2025 $ - At the commencement date of the leases, the lease liability was measured at the present value of the lease payments that were not paid at that date. The lease payments are discounted using an interest rate of 10%, which is the company's incremental borrowing rate. The continuity of the lease liabilities are presented in the table below: Balance, December 31, 2023 $ 78,939 Accretion expense 7,668 Lease payments (54,040) Balance, December 31, 2024 $ 32,567 Lease payments (32,567) Balance, December 31, 2025 $ - Share Capital Authorized share capital - At December 31, 2025, the authorized share capital consisted of an unlimited number of Common Shares. The Common Shares do not have a par value. All issued shares are fully paid. Common Shares issued - the holders of Common Shares are entitled to receive notice of and attend all meetings of the shareholders of the Company and are entitled to one vote in respect of each Common Share held at such meetings. In the event of liquidation, dissolution or winding-up of the Company, the holders of Common Shares are entitled to share ratably the remaining assets of the Company. The number of Common Shares issued and outstanding as at December 31, 2025, and December 31, 2024, is as follows: Common Shares (#) Amount Balance, December 31, 2024 31,772,176 $ 39,477,363 Issued on private placement (i)(ii) 9,031,666 5,418,999 Costs of issue (i)(ii) - (163,032) Fair value of warrants(i)(ii) - (989,326) Shares issued for exploration asset 3,000,000 2,220,000 Issued on exercise of stock options and warrants 477,300 480,522 Balance, December 31, 2025 44,281,142 $ 46,444,525 Common Shares (#) Amount Balance, December 31, 2023 30,132,178 $ 38,182,019 Issued on private placement (iii) 1,414,998 1,061,249 Costs of issue (iii) - (48,038) Issued on exercise of stock options 225,000 282,132 Balance, December 31, 2024 31,772,176 $ 39,477,363 On April 17, 2025, the Company closed the first tranche of a non-brokered private placement for aggregate gross proceeds of $5,168,999 (the " 2025 Private Placement "). In connection with the 2025 Private Placement, 8,614,999 equity units (" Units-2025 ") of the Company were issued at a price of $0.60 per Unit. Each Unit-2025 was comprised of one (1) Common Share and one-half of one (1/2) Common Share purchase warrant of the Company (a " Warrant-2025 "). Each whole Warrant-2025 entitles the holder to acquire one (1) Common Share for a period of 18 months from the date of issuance of the Warrant-2025 (subject to acceleration). The Company incurred $163,032 share issue cost in connection with the 2025 Private Placement. On April 24, 2025, the Company closed the second and final tranche of the 2025 Private Placement and issued 416,667 Units-2025 at a price of $0.60 per Unit-2025 for gross proceeds of $250,000, bringing the totals for the 2025 Private Placement to 9,031,666 Units-2025 for aggregate gross proceeds of $5,418,999. On November 5, 2024, the Company closed a non-brokered private placement for aggregate gross proceeds of $1,061,249, issuing 1,414,998 Common Shares at a price of $0.75 per Common Share. Costs of issue and commissions totaling $48,038 were paid. Warrants In connection with the 2025 Private Placement, 4,515,831 Warrants-2025 were issued as a component of the Units-2025. The Warrants-2025 are non-transferable, have an exercise price of $0.90 per share, and expire 18 months from the date of issuance (subject to acceleration). The fair value of the Warrants-2025 of $1,230,112 was estimated using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 115%; a risk-free interest rate of 3.01%, and an expected life of 1.5 years. The securities issued in connection with the 2025 Private Placement are subject to a four-month hold period, in accordance with applicable securities laws. The Warrants-2025 are subject to an acceleration provision whereby, if the Common Shares trade at or above a volume-weighted average price of $1.50 for a period of 20 consecutive trading days, the Company has the right to accelerate the expiry date of all or part of the outstanding Warrants-2025 to a date that is not less than 30 days from the notice of such acceleration that is provided by way of press release by the Company. In connection with the 2025 Private Placement, 113,867 warrants were issued as a portion of the finders fees. These warrants are non-transferable, have an exercise price of $0.60 per share, and expire 18 months from the date of issuance. The fair value of these warrants of $37,929 was estimated using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 115%; a risk-free interest rate of 3.01%, and an expected life of 1.5 years. In connection with the private placement closed on November 5, 2024, 64,050 warrants were issued as finders fees. These warrants are non-transferable, have an exercise price of $0.90 per share, and expire 24 months from the date of issuance. The fair value of the warrants of $26,811 was estimated using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 163%; a risk-free interest rate of 3.01%, and an expected life of 2 years. The following table reflects the continuity of warrants for the year ended, December 31, 2025, and year ended December 31, 2024: Number of Warrants Weighted Average Exercise Price Balance, December 31, 2023 340,000 $ 1.34 Issued 64,050 0.90 Balance, December 31, 2024 404,050 $ 1.27 Exercised (27,300) 0.72 Issued 4,629,698 0.89 Balance, December 31, 2025 5,006,448 $ 0.92 The following table reflects the warrants outstanding at December 31, 2025: Expiry Date Exercise Price Life Remaining in Years Warrants Outstanding October 17, 2026 $ 0.90 0.79 4,307,498 October 17, 2026 $ 0.60 0.79 67,900 October 24, 2026 $ 0.90 0.81 208,333 October 24, 2026 $ 0.90 0.81 29,167 November 6, 2026 $ 0.90 0.85 53,550 November 17, 2028 $ 1.34 2.90 340,000 $ 0.92 0.93 5,006,448 11. Stock Options The Company has adopted a stock option plan which provides that the Board of Directors of the Company may grant options to purchase Common Shares to directors, officers, employees and consultants, up to a maximum of 10% of the total issued and outstanding Common Shares. The Board in its sole discretion may determine the vesting conditions for options, and the exercise price shall be determined by the Board at the time of grant in accordance with the provisions of the plan. The Company uses the Black Scholes option pricing model to determine the fair value of stock options granted. The following table reflects the continuity of stock options for the year ended December 31, 2025: Number of Stock Options Weighted Average Exercise Price (CDN) Balance, December 31, 2024 2,525,000 $1.07 Granted (i) 300,000 $0.61 Granted (ii) 950,000 $0.87 Expired (602,500) $0.55 Exercised (450,000) $0.55 Balance, December 31, 2025 2,722,500 $0.95 On March 10, 2025, the Company granted 300,000 stock options at an exercise price of $0.61 per share, vesting one-half immediately and the remaining one-half on March 10, 2026, expiring five years from the date of grant. The resulting fair value was estimated using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 110%; a risk-free interest rate of 3.19%, an expected life of 5 years, and a forfeiture rate of nil. On May 12, 2025, the Company granted 950,000 stock options at an exercise price of $0.87 per share. These options have a five-year term. The resulting fair value of $681,100 was estimated using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 120%; a risk-free interest rate of 2.8%, an expected life of 5 years, and a forfeiture rate of nil. Of these options, 625,000 were granted to directors and officers and 75,000 to consultants of the Company and which vest as to one-half (1/2) immediately and the remaining one-half (1/2) on the first-year anniversary of the date of grant. The remaining 250,000 options were granted to a consultant of the Company and vest as to one-quarter (1/4) three months from the date of issuance, and one-quarter (1/4) every three months thereafter. The following table reflects the continuity of stock options for the year ended December 31, 2024: Number of Stock Options Weighted Average Exercise Price (CDN) Balance, December 31, 2023 2,725,000 $1.15 Granted 200,000 $1.00 Expired (175,000) $2.30 Exercised (225,000) $1.55 Balance, December 31, 2024 2,725,000 $1.11 On July 5, 2024, the Company granted 200,000 stock options at an exercise price of $1.00 per share, vesting one-half immediately and the remaining one-half on July 5, 2025, expiring five years from the date of grant. The resulting fair value was estimated using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 115%; a risk-free interest rate of 3.10%, an expected life of 5 years, and a forfeiture rate of nil. The total non-cash share-based compensation expense for the year ended December 31, 2025, was $562,716 respectively (year ended December 31, 2024, - $535,841). The following table summarizes the stock options outstanding at December 31, 2025, of which 2,225,000 were exercisable and have a weighted average remaining life of 2.18 years. Expiry Date Exercise Price $ Life Remaining Years Options Outstanding Options Vested November 11, 2026 0.81 0.86 25,000 25,000 December 2, 2026 1.28 0.92 65,000 65,000 December 10, 2026 1.55 0.94 15,000 15,000 December 17, 2026 1.90 0.96 200,000 200,000 February 1, 2027 2.10 1.09 25,000 25,000 February 17, 2027 2.87 1.13 70,000 70,000 April 12, 2028 0.76 2.28 195,000 195,000 June 26, 2028 1.60 2.49 117,500 117,500 September 15, 2028 1.53 2.71 525,000 525,000 November 13, 2028 1.12 2.87 35,000 35,000 July 5, 2029 1.00 3.51 200,000 200,000 March 10, 2030 0.61 4.19 300,000 150,000 May 12, 2030 0.87 4.36 950,000 475,000 $ 1.16 3.22 2,722,500 2,097,500 12. General and administrative expenses Years ended December 31, 2025 2024 Contractor fees $ 57,997 $ 52,937 Filing and transfer agent fees 137,076 58,142 Insurance 35,629 67,994 Management fees, wages and benefits $ 639,133 524,261 Office, IT and general 8,405 38,248 Rent, foreign exchange and other 153,286 94,818 Travel 25,501 101,419 $ 1,057,027 937,819 13. Exploration and evaluation expenses Year ended December 31, 2025 2024 Prospect Mountain Project Drilling $ 933,034 998,031 Project management 232,574 383,307 Camp support 172,415 391,471 Geological 324,656 429,193 Geophysics - 89,013 Assays 276,838 597,783 Amortization PPE 39,346 49,122 Environmental and mapping 471,307 76,654 Field supplies 53,467 49,123 $ 2,503,637 3,063,597 Black Horse Project - 2,354 Total Exploration Expenses for the Year $ 2,503,637 3,065,951 Related Party Transactions and Key Management Compensation The Company incurred charges with directors, officers (Chief Executive Officer, Chief Financial Officer, and Director of Corporate Development who are the key management personnel), and a company with a common director displayed in the table below. Key management have the authority and responsibility to plan, direct, and control the activities of the Company and receive compensation for services rendered in that capacity. Amounts paid to related parties were incurred in the normal course of business. Salaries, benefits, consulting fees and director's fees are recorded at the exchange amount while share-based compensation is measured at the fair value of the instruments issued, with the expense recognized over the relevant vesting periods. Compensation awarded to key management for the year ended December 31, 2025, and 2024 was: Year Ended December 31, 2025 2024 Management fees, wages and benefits $ 631,107 481,535 Share-based compensation expense officers and directors 519,246 277,300 $ 1,150,353 758,835 Additionally, during the year ended December 31, 2025, the Company paid legal fees of $122,864 (2024: $161,179) to a law firm for which a director is a founder. Additionally, during the year ended December 31, 2025, bookkeeping, office, and regulatory filing support fees of $nil (2024 - $12,004 and $42,199) were paid to a company for which a former director is the president. During the year ended December 31, 2025, the Company paid interest of $76,831 related to the Reclamation Bond for the Prospect Mountain Property before it was transferred from Solarjos to North Peak (Nevada) Ltd. in May 2025. Solarjos is owned by a Director of the Company. The Company exercised their option and acquired the remaining 20% interest in the Prospect Mountain Property from Solarljos through the issuance of 3,000,000 Common Shares on July 18, 2025 (ascribed a fair value of $2,220,000) and an accrued acquisition payment owing of $385,000 USD ($536,305), payable in January 2026. These transactions are in the normal course of business and are measured at the exchange amount, as agreed to by the parties, and approved by the Board of Directors, in strict adherence to conflict of interest laws and regulations. As at December 31, 2025, $385,000 USD ($536,305) was included in accrued acquisition payment and $nil was included in accounts payable and accrued liabilities regarding related parties (December 31, 2024 - $15,607). Capital Management The Company manages its capital with the following objectives: to ensure sufficient financial flexibility to achieve the ongoing business objectives including funding of future growth opportunities, and pursuit of accretive acquisitions; and to maximize shareholder return through enhancing share value. The Company manages and makes adjustments to the capital structure as a result of changes in economic conditions, and the risk characteristics of the Company's assets, in an effort to meet its objectives given the current outlook of the business and industry in general. The Company may manage its capital structure by issuing new shares, repurchasing outstanding shares, adjusting capital spending, or disposing of assets. The capital structure is reviewed by management and the Board of Directors on an ongoing basis. The Company considers its capital to be equity, comprising share capital, shares to be issued, contributed surplus and deficit, which at December 31, 2025, totaled $13,583,183 (December 31, 2024 - $10,477,437). The Company manages capital through its financial and operational forecasting processes. The Company reviews its working capital and forecasts future cash flows based on operating expenditures, investing activities, and financing activities. The forecast is updated frequently based on activities related to its development and exploration properties. The Company's capital management objectives, policies and processes have remained unchanged during the year ended December 31, 2025. Financial Risk Management The Company has exposure to risks of varying degrees of significance which could affect its ability to achieve its strategic objectives for growth and shareholder returns. The principal financial risks to which the Company is exposed are: liquidity risk, credit risk, and market risk. Liquidity risk Liquidity risk refers to the risk that the Company will not be able to meet its financial obligations as they become due or can only do so at excessive cost. The Company's liquidity and operating results may be adversely affected if the Company's access to capital markets is hindered or slowed due to a decline in the stock market or other macroeconomic factors. As at December 31, 2025, the Company had a cash balance of $2,218,888 (December 31, 2024 - $1,273,175) to settle current liabilities of $1,161,160 (December 31, 2024 -$175,545). The Company regularly evaluates its cash position to ensure preservation and security of capital as well as maintenance of liquidity and financial flexibility. Most of the Company's financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms. At December 31, 2025, the Company has no sources of revenue to fund its exploration and development expenditures and relied on non-brokered private placements to fund its operations. The Company requires additional financing to accomplish its 2026 objectives and its long-term strategic objectives (refer to Note 17 Subsequent Events). The Company has an experienced management team and Board of Directors to assist with managing liquidity risk. Credit Risk Credit risk is the risk of loss associated with a counterparty's inability to fulfil its payment obligations. The Company's credit risk is primarily attributable to cash and investments. The Company has no significant concentration of credit risk arising from operations. Cash consists of cash at banks. The cash has been invested and held with reputable financial institutions, from which management believes the risk of loss to be remote. Market Risk Interest rate risk The Company has cash balances with rates that fluctuate with prevailing market rates and has no current debt. The Company's current policy is to invest cash in cash accounts or short-term interest-bearing securities issued by high quality financial institutions and chartered banks. The Company monitors its cash and investments as well as the credit ratings of its banks. Currency risk Foreign currency risk is the risk that the value of the Company's financial instruments denominated in foreign currencies will fluctuate due to changes in foreign exchange rates. Changes in the exchange rate between foreign currencies and the Canadian dollar would not likely have a significant impact on the Company's financial position, results of operations, and cash flows. The Company does not currently use derivative instruments to reduce its exposure to foreign currency risk, however exchange rates are continually monitored for any significant changes. A portion of the Company's exploration expenses are paid in USD, and the Company frequently converts a portion of its CAD cash balances into USD to reduce its currency risk exposure related to the CAD, when required, deemed appropriate, or advantageous due to timing or opportunities in currency markets. The Company is mainly exposed to foreign currency risk on financial instruments consisting of trade payables denominated in USD and GBP, however a 10% movement in foreign exchange rates would not have a material impact on the net loss for the year ended December 31, 2025, or 2025. Price risk The Company is exposed to price risk with respect to precious metal commodity prices and the prices of equity securities. Equity security price risk is defined as the potential adverse impact on the Company's net income or loss due to movements in individual prices of equity securities or price movements in the stock market generally. Commodity price risk is defined as the potential adverse impact on net income or loss and economic value due to commodity price movement and volatility. The Company closely monitors commodity prices, particularly as they relate to gold and silver and movements in the price of individual equity securities, and movements in macroeconomic trends and market cycles. Income Taxes The reported recovery of income taxes differs from the amounts computed by applying the combined Canadian federal and provincial income tax rates to the reported loss before income taxes due to the following: For the years ended December 31, 2025 2024 Income before taxes $ (5,191,777) (4,774,625) Combined statutory income tax rate 26.50% 26.50% Expected income tax expense (recovery) $ (1,375,821) $ (1,265,137) Share-based payments 185,111 141,998 Capitalized share issue costs and E&E 750,700 638,393 Permanent differences and other (2,347,069) (546,342) Change in deferred income tax asset not recognized 2,787,078 1,031,088 Income tax recovery (expense) $ - $ - The significant components of the Company's deferred income taxes are as follows as at December 31: 2025 2024 Deferred income taxes Exploration and evaluation $ 5,402,911 $ 2,332,085 Share-issue costs and other 130,426 30,024 Non-capital losses carried forward 6,222,012 6,530,031 Deferred tax asset (liability) 11,699,778 8,912,700 Less: deferred tax assets not recognized (11,699,778) (8,912,700) As at December 31, 2025, the Company has estimated non-capital losses of $23,479,288 available to reduce future taxable income, expiring at various dates between 2035 and 2045. The potential benefit of these losses and deductible temporary differences in excess of the deferred tax liabilities have not been recognized in these financial statements as it is not considered probable that sufficient future tax profit will allow the deferred tax assets to be recovered. Subsequent Events On March 13, 2026, the Company closed the first of two tranches of a non-brokered private placement (the "2026 Private Placement") for aggregate gross proceeds of C$4,380,000). In connection with the Tranch 1 closing of the 2026 Private Placement, 4,380,000 equity units of the Company ("Units-2026") were issued at a price of $1.00 per Unit-2026. Each Unit-2026 is comprised of one Common Share and one-half of one (1/2) Common Share purchase warrant of the Company (a "Warrant-2026"). Each whole Warrant-2026 will entitle the holder to acquire one (1) Common Share for a period of 12 months from the date of issuance of the Warrant (subject to acceleration) (the "Expiry Date"), at an exercise price of C$1.50 per share. The Warrants are subject to an acceleration provision whereby, if the Common Shares trade at or above a volume-weighted average price of C$2.00 for a period of 20 consecutive trading days, the Company will have the right to accelerate the Expiry Date of all or part of the outstanding Warrants-2026 issued pursuant to the Private Placement to a date that is 30 days from the notice of such acceleration that is provided by way of press release by the Company. On March 25, 2026, the Company closed Tranche 2 of the 2026 Private Placement. The Company issued 1,245,000 Units-2026 at a price of $1.00 per Unit for gross proceeds of $1,245,000 under Tranche 2, bringing the total 2026 Private Placement to 5,675,000 Units-2026 for aggregate gross proceeds of C$5,675,000. Comparative Figures Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

View stock analysis, news, and events for North Peak Resources Ltd