Financial Statements Q1 2026

Condensed Interim Consolidated Financial Statements For the three months ended March 31, 2026 and 2025 (Unaudited - Expressed in Canadian Dollars)

Nature and continuance of operations (Note 1) Commitments and contingencies (Note 11)

Approved on behalf of the Board on May 28, 2026:

"Dave Underwood" "Alan Friedman"

Dave Underwood - Director & CEO Alan Friedman - Director

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

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

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

5

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

1. Nature and continuance of operations

   Ongwe Minerals Inc. (Formerly Great Quest Gold Ltd.) (the "Company" or "Ongwe") is incorporated under the British Columbia Business Corporations Act and its principal business activities are the exploration and development of exploration and evaluation mineral properties located in Namibia. On June 4, 2024, the Company changed its name from Great Quest Fertilizer Ltd. to Great Quest Gold Ltd. The Company's shares are trading on the TSX Venture Exchange under the symbol "OGW" and on the Namibia Securities Exchange under the symbol "ONG". The Company's registered office is located at 1890-1075 West Georgia Street, Vancouver, British Columbia, Canada, V6E 3C9.

   On February 9, 2026, the Company completed a reverse takeover transaction (the "RTO Transaction") with Lotus Gold Corporation ("Lotus Gold" or "Lotus") pursuant to the terms and conditions of a statutory plan of arrangement (the "Arrangement Agreement"), whereby Lotus Gold became a wholly-owned subsidiary of the Company. The RTO Transaction constituted a reverse takeover under the policies of the TSX Venture Exchange and reverse acquisition for accounting purposes, with Lotus Gold deemed to have been the accounting acquiror. In connection with the completion of the RTO Transaction, the Company changed its name from Great Quest Gold Ltd. to Ongwe Minerals Inc. and its common shares commenced trading on the TSX Venture Exchange under the symbol "OGW" and on the Namibia Securities Exchange under the symbol "ONG" (Note 3).

   In accordance with the terms and conditions of the Arrangement Agreement, the RTO Transaction was completed by way of a statutory plan of arrangement, whereby, among other things:

   1. the Company completed a 16-for-1 consolidation of its issued and outstanding common shares immediately prior to completion of the RTO Transaction;

   2. the shareholders of Lotus Gold received common shares of the Company on an exchange basis at a ratio of 0.283223 Ongwe common shares per Lotus share (the "Exchange Ratio") pursuant to the Arrangement Agreement;

   3. holders of the 987,185 issued and outstanding stock options to acquire common shares of Lotus Gold ("Lotus Options") and the 3,032,503 issued and outstanding share purchase warrants to acquire common shares of Lotus Gold ("Lotus Warrants") received replacement stock options and share purchase warrants exercisable for common shares of the Company in exchange for, and on an equivalent basis to, such Lotus Options and Lotus Warrants, which were cancelled; and

   4. Lotus Gold became a wholly-owned subsidiary of the Company; and

   5. Lotus Gold and the Company completed concurrent non-brokered private placements for aggregate gross proceeds of $4,850,000 (the "Concurrent Financings"), resulting in the issuance of an aggregate of 9,700,000 common shares of the resulting issuer at an effective price of $0.50 per share.

      The transaction constitutes a reverse acquisition ("RTO") of Ongwe by Lotus Gold and has been accounted for as an RTO due to the fact that the former holders of Lotus Gold control the operations of the Company. Ongwe did not qualify as a business under the definitions of IFRS 3, and the transaction was treated as an issuance of common shares by Lotus Gold for the net assets of Ongwe as well as Ongwe's public listing, with Lotus Gold as the continuing entity. The excess of consideration over the fair value of net assets acquired has been recorded as a listing expense, consistent with the guidance of IFRS 2. For accounting purposes, Lotus Gold is treated as the accounting parent company (legal subsidiary) and Ongwe as the accounting subsidiary (legal parent) in these condensed interim consolidated financial statements. As Lotus Gold was deemed to be the acquiror for accounting purposes, these condensed interim consolidated financial statements are a continuation of Lotus Gold, with the net assets of Ongwe being consolidated from February 9, 2026, as well as Ongwe's operating results from that date forward. The comparative figures are those of Lotus Gold.

      NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

      Going concern

      To date, the Company has not earned revenue, has incurred a net loss of $9,733,595 for the three months ended March 31, 2026 (2025 - $1,224,664) and has an accumulated deficit of $31,599,775 as at March 31, 2026 (December 31, 2025 - $21,993,297). At March 31, 2026, the Company had cash and cash equivalents of $3,614,482 (December 31, 2025 - $706,182) and working capital of $2,157,354 (December 31, 2025 working capital deficiency - $184,068). The Company has historically relied on financings to fund its operations and repay its liabilities; while the Company has been successful in the past, there can be no assurance that it will be able to raise sufficient funds in the future. These conditions and events indicate the existence material uncertainties that cast significant doubt on the Company's ability to continue as a going concern.

      Management believes that the Company will be able to continue as a going concern for the foreseeable future and realize its assets and discharge its liabilities and commitments in the normal course of business. These condensed interim consolidated financial statements do not reflect the adjustments to the carrying value of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary should the going concern assumption be inappropriate, and those adjustments could be material.

2. Statement of compliance and material accounting policies

   Statement of compliance

   The condensed interim consolidated financial statements of the Company based on IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB") and have been prepared in accordance with IAS 34 - Interim Financial Reporting. These condensed interim consolidated financial statements do not include all of the information required for annual financial statements and should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2025. These financial statements have been prepared following the same accounting policies as the Company's audited consolidated financial statements for the year ended December 31, 2025, except as otherwise stated.

   The condensed interim consolidated financial statements were approved and authorized for issuance by the Board of Directors on May 28, 2026.

   Basis of presentation

   These condensed interim consolidated financial statements have been prepared on a historical cost basis, with the exception of financial instruments classified at fair value through profit or loss ("FVTPL"). In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

   Basis of consolidation

   A subsidiary is an entity the Company controls when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of the entity. Where control of an entity is obtained during a financial period, its results are included in the consolidated statement of loss and other comprehensive loss from the date on which control commences. Where control of an entity ceases during a financial period, its results are included for that part of the period during which control existed.

   NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

   These condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries:

   Ownership Interest

   	2026	2025	Jurisdiction
   Lotus Gold Corporation	100%	100%	Canada
   Lotus Gold Corporation - Egypt Branch	100%	100%	Egypt
   Lotus Gold Corporation Egypt - Joint Stock Company	100%	100%	Egypt
   Lotus Gold Holdings Ltd	100%	100%	Cyprus
   Great Quest (Barbados) Limited	100%	0%	Barbados
   Belmont Mineral Exploration (Pty) Ltd	51%	0%	Namibia

   All intercompany transactions, balances, income and expenses are eliminated upon consolidation.

   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, Lotus Gold Corporation, and Great Quest (Barbados) Limited. The functional currency is the US Dollar "USD" for Lotus Gold Holdings Ltd., Lotus Gold Corporation Egypt, and the branch in Egypt. The functional currency is the Namibian dollar for Belmont Mineral Exploration (Pty) Ltd. Foreign operations are comprised of subsidiaries of the Company that have a functional currency other than the Canadian dollar. Assets and liabilities of foreign operations are translated into Canadian dollars using the exchange rate in effect at the reporting date.

   Material estimates, assumptions and judgements

   In the preparation of these condensed interim consolidated financial statements, management is required to make estimates, assumptions, and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed interim consolidated financial statements and the reported amount of expenses during the period. Actual results could differ from these estimates. Of particular significance are the following:

   Going concern assumption

   The assessment of the Company's ability to continue as a going concern and to raise sufficient funds to pay its ongoing operating expenditures, meet its liabilities for the ensuing year, and to fund planned and contractual exploration programs, involves significant judgment based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances.

   Determination of functional currency

   The determination of the functional currency for the Company and its subsidiaries is based on management's judgment of the underlying transactions, events and conditions relevant to each entity.

   Recoverability of property and equipment

   The carrying value and the recoverability of property and equipment, are evaluated at each reporting date. Management assesses for indicators of impairment, which includes assessing for observable indications of decline in asset values, significant changes in the technological, market, economic or legal environment, changes in market interest rates, changes in the manner the assets are utilized, and other indicators that the economic performance of an asset is less than expected.

   NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

   Income taxes

   The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company's provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities.

   All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.

   Valuation of share-based payments, warrants and debentures with conversion rights and obligation to issue shares

   The Company makes certain estimates and assumptions when calculating the estimated fair values. The significant assumptions used include the estimate of share price, expected volatility, expected life, expected dividend rate and expected risk-free rate of return. Changes in these assumptions may result in a material change to the amounts recorded.

   Contingencies

   By their nature, contingencies will only be resolved when one or more future events transpire. The assessment of contingencies inherently involves estimating the outcomes of future events.

   Assessment of transaction as a business combination or asset acquisition

   Management's determination of whether a transaction constitutes a business combination, or an asset acquisition is determined based on whether the investee constitutes a business, as defined by IFRS 3. If the investee constitutes a business, then the acquisition is accounted for as a business combination but if the investee does not meet the definition of a business, the acquisition is accounted for as an asset acquisition. To be considered a business, an acquisition would have to include an input and a substantive process that together significantly contribute to the ability to create outputs. Judgement is required to determine if an investee meets the definition of a business.

   Material accounting policies

   These condensed interim consolidated financial statements have been prepared, for all periods presented, following the same accounting policies and methods of computation as the Company's audited annual consolidated financial statements for the years ended December 31, 2025 and 2024, and should be read in conjunction with those annual consolidated financial statements and notes thereto. Additional relevant accounting policies are as follows:

   Non-controlling interests

   The Company consolidates entities over which it has control. Where the Company owns less than 100% of a subsidiary, the attributable net assets and results of operations are allocated between the Company and the non-controlling interests ("NCI"). Losses are attributed to the non-controlling interests even if this results in a deficit balance for the non-controlling interests.

   Reverse takeover transactions

   Where a reverse takeover transaction does not constitute a business combination because the acquired entity does not meet the definition of a business under IFRS 3, the transaction is accounted for in accordance with IFRS 2, Share-based Payment. Such transactions are treated as the issuance of shares by the accounting acquirer for the net assets and public listing status of the accounting acquiree.

   NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

   The excess of the fair value of consideration deemed to have been transferred over the fair value of the identifiable net assets acquired is recognized as a listing expense in profit or loss.

   Asset acquisitions

   Acquisitions that do not meet the definition of a business combination are accounted for as asset acquisitions. The cost of the acquisition, including transaction costs, is allocated to the identifiable assets acquired and liabilities assumed based on their relative fair values at the acquisition date. Asset acquisitions do not give rise to goodwill.

   New accounting pronouncements issued

   Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2026. These were adopted as of their effective date and did not have a significant impact on the Company.

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

   IFRS 9 requires entities to recognize financial assets and liabilities when they become party to the contractual terms and to measure them initially at fair value, adjusted for directly attributable transaction costs where applicable. The standard is being clarified to provide better guidance on the derecognition of financial liabilities, which can impact bank reconciliation processes, especially during debt restructuring based on the timing of payments on financial liabilities as compared to the actual settlement of those debts. This clarification may result in a change in the derecognition timing of financial liabilities in situations where electronic payments are involved.

   Effective January 1, 2026, the Company adopted the amendments retrospectively, in accordance with the applicable transition provisions. Management assessed the impact of the adoption of these amendments on the Company's financial assets and financial liabilities, including cash and cash equivalents, trade and other receivables, trade and other payables, and any equity instruments measured at fair value.

   The adoption of the amendments did not result in any changes to the classification or measurement of the Company's financial instruments and did not have a material impact on the Company's consolidated financial statements. Accordingly, no adjustment was required to opening retained earnings as at January 1, 2026.

   The Company elected to apply the optional accounting policy choice permitting earlier derecognition of financial liabilities settled through electronic payment systems, where the criteria set out in the amendments are met. The application of this policy election did not have a material impact on the Company's consolidated financial statements for the three months ended March 31, 2026.

   New accounting pronouncements issued but not effective

   Presentation and Disclosure in Financial Statements (IFRS 18)

   In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. The new standards replace IAS 1 Presentation of Financial Statements. IFRS 18 introduces new categories and required subtotals in the statement of profit and loss and also requires disclosure of management-defined performance measures. It also includes new requirements for the location, aggregation and disaggregation of financial information. The standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim financial statements. Retrospective application is required and early adoption is permitted.

   The Company will adopt these amendments as of the effective date and is currently assessing the impacts of adoption.

   NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)
3. Reverse takeover transaction

As described in Note 1, on February 9, 2026, Ongwe and Lotus Gold completed the transaction which constituted an RTO.

Pursuant to the Arrangement, each outstanding common share of Lotus Gold was exchanged at a ratio of 0.283233 Ongwe common shares per Lotus share (the "Exchange Ratio"). Lotus shareholders held 75,243,155 common shares immediately prior to closing and, upon application of the Exchange Ratio, received an aggregate of 21,310,578 common shares of the resulting issuer. The Exchange Ratio was applied retrospectively for each period presented in these condensed interim consolidated financial statements.

Immediately following completion of the Arrangement, former Ongwe shareholders held 11,667,166 common shares of the resulting issuer.

Accordingly, upon completion of the Arrangement and prior to any concurrent or subsequent financings, the resulting issuer had 32,977,755 common shares issued and outstanding, of which former Lotus shareholders held approximately 64.62% and former Ongwe shareholders held approximately 35.38%.

The RTO resulted in the shareholders of Lotus Gold obtaining control of the combined entity by obtaining control of the voting rights, governance, and management decision making processes, and the resulting power to govern the financial and operating policies of the combined entities.

Ongwe did not meet the definition of a business under IFRS 3, and the RTO transaction was treated as an issuance of common shares by Lotus Gold for the net assets of Ongwe as well as Ongwe's public listing, with Lotus Gold as the continuing entity. The excess of consideration over the fair value of net assets acquired has been recorded as a listing expense, consistent with the guidance of IFRS 2.

As a result of the Arrangement, Lotus shareholders became the controlling shareholders of the resulting issuer, and Lotus Gold Corporation Ltd. is considered the continuing reporting issuer from the Arrangement date. For accounting purposes, Lotus Gold is treated as the accounting parent company (legal subsidiary) and Ongwe as the accounting subsidiary (legal parent) in these consolidated financial statements. As Lotus Gold was deemed to be the acquiror for accounting purposes, its assets, liabilities and operations since incorporation are included in these financial statements at their historical carrying values. Ongwe's results of operations have been included from February 9, 2026 onwards. In accordance with reverse acquisition accounting:

• The assets and liabilities of Lotus Gold are included at their historical value.

• The net assets of Ongwe are included at fair value and estimated to be equal to their carrying value at February 9, 2026.

• Share capital, reserves, and deficit of Ongwe up to the closing of the Arrangement on February 9, 2026, were eliminated.

The Arrangement transaction was measured at the fair value of the shares options and warrants that Lotus Gold would have had to issue to the shareholders of Ongwe, to give the shareholders of Ongwe the same percentage equity interest in the combined entity that results from the reverse acquisition had it taken the legal form of Lotus Gold acquiring Ongwe.

The number of shares which results in the estimated fair value of shares of Lotus Gold retained by Ongwe's shareholders is 11,667,166 and therefore the fair value is $5,600,240, which is based upon the estimated market price of $0.48 per common share. The acquisition cost includes Ongwe's share purchase stock options existing at the time of the RTO Transaction or 25,000 post-RTO stock options. The fair value of the stock options was calculated to be $3,640 using the Black-Scholes pricing model which requires the input of highly subjective assumptions; changes in the subjective input assumptions can materially affect the fair value estimate. The following assumptions were used in the option model: share price of $0.48, exercise price of

$0.80, expected life from 0.82 to 1.95 years, expected volatility from 55% to 131% based on comparable entities, risk free interest rate of 2.48%, and dividend yield of 0%. In addition, the acquisition cost includes Ongwe's share purchase warrants existing at the time of the RTO Transaction or 2,494,029 post-RTO warrants. The fair value of the warrants was calculated to be $30,663 using the Black-Scholes pricing model which requires the input of highly subjective assumptions; changes in the subjective input assumptions can materially affect the fair value estimate. The following assumptions were used in the option model: share price of $0.48, exercise price from $0.80 to $1.60, expected life from 0.43 to 0.52 years, expected volatility of 100% based on comparable entities, risk free interest rate of 2.48%, and dividend yield of 0%.

The table below summarizes the estimated fair value of the assets acquired and the liabilities assumed at the effective acquisition date:

1 Subsequent to the closing of the RTO, on February 18, 2026, the restricted cash was released and transferred to Ongwe's Canadian bank account. In addition, the Company issued 6,758,424 shares for $3,379,212 obligation to issue shares as a part of the Concurrent Financings.

1. Cash and cash equivalents and term deposits

   Cash and cash equivalents consist of:

   	March 31, 2026 $	December 31, 2025 $
   Cash in bank and on hand	3,554,482	676,182
   Cash held in cashable GIC's	60,000	30,000
   	3,614,482	706,182

   As at March 31, 2026, the Company holds $1,117,307 in Guaranteed Investment Certificates ("GIC") (US$800,000) (December 31, 2025 - $1,098,667 (US$800,000)) with contractual maturities on a monthly basis, that are classified as term deposits.

   NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)
2. Prepaid and deposits

   	March 31, 2026 $	December 31, 2025 $
   Advances to third-party suppliers	12,422	2,972
   Advances to employees	2,413	4,082
   Prepaid deposits	18,784	29,685
   	33,619	36,739

3. Convertible loan receivable from Ongwe

   On September 3, 2025, Lotus Gold advanced $300,000 to Ongwe Minerals Inc. (formerly Great Quest Gold Ltd.) ("Ongwe"), secured by a general security agreement from Ongwe in favour of Lotus Gold granting security over all present and afterwards acquired personal property. The loan bears interest at a rate of 10% per annum, compounded monthly, commencing as of September 3, 2025, and continuing until the maturity date, which is defined as the earlier of;

   1. The completion of the reverse takeover ("RTO") of Ongwe by the Company (Note 3)

   2. January 15, 2026, or

   3. such later date as may be extended by written consent of the Company.

      If the loan is not repaid by the maturity date, Lotus Gold may, at any time and from time to time upon notice to Ongwe, convert any or all of the outstanding principal and accrued interest into common shares of Ongwe at a price of $0.40 per common share.

      As at December 31, 2025, the fair value of the convertible loan receivable was determined to be $389,063. This reflects the value of the underlying 12,450,000 Ongwe's shares issuable upon conversion at a fair value of $0.03 per share, which includes both the principal and accrued interest convertible, derived from a market price of $0.5 divided by the 16:1 share consolidation ratio of Ongwe. The increase in fair value of $89,063 consists of $77,813 recognized as gain on fair value of convertible loan receivable and $11,250 recognized as interest income, respectively in profit or loss for the year ended December 31, 2025.

      On January 28, 2026, Lotus Gold received repayment of $100,000 in cash and on March 5, 2026, the remaining $210,000 was repaid in cash. Upon completion of the RTO on February 9, 2026, the convertible loan became an intercompany balance and was eliminated on consolidation. The difference between the carrying amount of the loan receivable and payable represented pre-acquisition fair value adjustments of

      $79,063 and was recognized as a loss on convertible loan receivable in profit or loss by Lotus Gold prior to obtaining control.

4. Mineral rights

   In November 2020 the Company was awarded seven gold exploration license blocks (sectors) by the Egyptian Mineral Resources Authority "EMRA" in the Eastern Desert of Egypt. The sectors awarded to the Company are located within the Nubian Shield, the western subdivision of the Arabian Nubian Shield. They are grouped into three project areas and are covered by two Exploration Agreements with EMRA.

   On January 20, 2021, the Company and EMRA signed the exploration license agreements to explore for gold and associated minerals in Egypt (refer to note 11). As at December 31, 2023, the Company had also prepaid

   $146,326 (US$110,636) in rental commitments to be expensed over the next 12 months and Letters of Guarantee issued in favor of EMRA related to these concessions. As at December 31, 2024, the prepaid rental commitments were fully expensed.

   NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

   On June 1, 2023, the Company entered into an asset purchase agreement with B2Gold Corp. ("B2Gold") for the acquisition and assignment of mineral rights in the Arab Republic of Egypt within the Eastern Arabian Nubian-Shield.

   On December 22, 2023, the Company issued 987,185 common shares as share consideration to B2Gold with an estimated fair value of $1,359,427. Additionally, B2Gold will have the option to acquire up to an additional 987,185 common shares of the Company at an exercise price of $1.77 per share for a period of 24 months from the date (the "Listing Date") that the Company's common shares or listed common shares, as the case may be, become listed and posted for trading on a public stock exchange (refer to note 3 and note 9 for further information).

5. Share capital and reserves Authorized share capital

   The authorized share capital of the Company is an unlimited number of common shares without par value and an unlimited number of preferred shares without par value. All issued shares, consist only of common shares.

   Issued share capital

   The following table summarizes the continuity of the Company's common shares:

   	Number of shares	Value
   	#	$
   Balance as at December 31, 2024	20,622,225	17,877,011
   Private placement	688,353	946,171
   Balance as at December 31, 2025	21,310,578	18,823,182
   Common shares issued to former Ongwe shareholders	11,667,166	5,600,240
   Private placement	9,700,000	4,850,000
   Balance as at March 31, 2026	42,677,744	29,273,422

   Three months ended March 31, 2026

   In connection with the RTO, the Company and Lotus Gold announced that they will complete non-brokered private placements (the "Concurrent Financing") for aggregate gross proceeds of up to $4,500,000 which, after giving effect to the RTO, will comprise the issuance of 9,000,000 common shares.

   On February 9, 2026, Lotus Gold closed a non-brokered private placement for aggregate gross proceeds of

   $3,000,000 by way of the issuance of 21,184,720 Lotus Shares which was immediately exchanged for 6,000,000 Ongwe Shares at the Effective Time at an effective price of $0.50 per Ongwe Share.

   Immediately after the closing of the RTO, Ongwe closed the second tranche of the upsized Concurrent Financing for additional gross proceeds of $1,850,000 by issuing an additional 3,700,000 Ongwe Shares at an effective price of $0.50 per Ongwe Share, which will be subject to a hold period of four months and one day under the policies of the TSXV and Canadian securities laws.

   NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

   The Concurrent Financing proceeds were received and applied as follows:

   	Receipt of funds $
   Proceeds received in reverse takeover	2,869,065
   Proceeds received after RTO relating to Concurrent Financing	1,470,788
   Funds paid directly to Belmont for exploration expenditures	89,000
   Funds paid for legal fees prior to closing of the reverse take over	421,147
   Total proceeds from Concurrent Financing	4,850,000

   As a result of the RTO transaction described in Note 1, the Company issued 11,667,166 shares in the capital of the Company to former Ongwe shareholders for issued and outstanding common shares of Ongwe pursuant to the RTO.

   Year ended December 31, 2025

   On February 17, 2025, the Company closed a non-brokered private placement that raised gross proceeds of

   $253,992 by the issuance of 143,873 units of the Company at a price per unit of $1.77. Each unit consisted of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to purchase one common share of the Company for a period of 24-months from the issue date at a price of $2.65 per share. The fair value of the warrants was calculated at $58,803 using the Black-Scholes Option Pricing Model with the following assumptions: share price based on a recent financing-

   $1.36; exercise price - $2.65; expected life - 2.00 years; estimated volatility based on comparable entities -147%; expected dividend yield - 0%; and risk-free-rate - 2.72%.

   On September 15, 2025, the Company closed a non-brokered private placement that raised gross proceeds of

   $961,241 by the issuance of 544,491 units of the Company at a price per unit of $1.77. Each unit consisted of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to purchase one common share of the Company for a period of 24-months from the issue date at a price of $2.65 per share. The fair value of the warrants was calculated at $210,259 using the Black-Scholes Option Pricing Model with the following assumptions: share price based on a recent financing- $1.38; exercise price - $2.65; expected life - 2.00 years; estimated volatility based on comparable entities - 137%; expected dividend yield - 0%; and risk-free-rate - 2.49%.

   All of the units issued during the year ended December 31, 2025, were issued pursuant to the supplier agreement described in Note 11(e).

   Warrants

   On February 9, 2026, pursuant to the RTO, the Company issued the following replacement warrants:

   • 335,597 warrants with an exercise price of $1.60 and expire on July 15, 2026

   • 13,125 warrants with an exercise price of $0.80 and expire on July 16, 2026

   • 908,702 warrants with an exercise price of $1.60 and expire on July 31, 2026

   • 47,511 warrants with an exercise price of $0.80 and expire on July 31, 2026

   • 1,156,594 warrants with an exercise price of $1.60 and expire on August 16, 2026

   • 32,500 warrants with an exercise price of $0.80 and expire on August 16, 2026

     The fair value of the warrants was estimated at $30,663 (note 3) using the Black-Scholes pricing model with the following assumptions: share price of $0.48, exercise price from $0.80 to $1.60, expected life from 0.43 to 0.52 years, expected volatility of 100%, risk free interest rate of 2.48%, and dividend yield of 0%.

     NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

     The following table summarizes the continuity of the Company's warrants classified as equity:

     	Number of warrants issued #	Weighted average exercise price $
     Balance, December 31, 2024	2,688,321	2.65
     Additions	344,182	2.65
     Balance, December 31, 2025	3,032,503	2.65
     Additions	2,494,029	1.57
     Balance, March 31, 2026	5,526,532	2.16

     Details of warrants outstanding, which are classified as equity at March 31, 2026 are as follows:

     Expiry date	Number of warrants outstanding and exercisable	Issue date	Fair value on issue date	Weighted average remaining life (years)	Exercise price ($)
     February 16, 20271	1,460,688	February 16, 2022	738,611	0.88	2.65
     May 6, 20271	671,450	November 6, 2023	512,115	1.10	2.65
     June 8, 20271	143,382	December 8, 2023	109,193	1.19	2.65
     December 18, 20271	389,446	June 18, 2024	318,408	1.72	2.65
     December 30, 20271	23,355	June 30, 2024	19,119	1.75	2.65
     August 17, 20281	71,937	February 17, 2025	58,803	2.38	2.65
     September 15, 20271	272,245	September 15, 2025	210,259	1.46	2.65
     July 15, 2026	335,597	July 15, 2024	2,500	0.29	1.60
     July 16, 2026	13,125	July 15, 2024	660	0.29	0.80
     July 31, 2026	908,702	July 31, 2024	8,624	0.33	1.60
     July 31, 2026	47,511	July 31, 2024	2,642	0.33	0.80
     August 16, 2026	1,156,594	August 16, 2024	14,217	0.38	1.60
     August 16, 2026	32,500	August 16, 2024	2,020	0.38	0.80
     	5,526,532		1,997,171	1.07	2.20

     1 Effective July 2025, the Company extended the expiry dates of all outstanding common share purchase warrants.

     See note 10 for warrants outstanding and classified as financial instruments.

     Options

     During the year ended December 31, 2023, the Company entered into an agreement with B2Gold (refer to note 8) where B2Gold was granted the option to acquire an additional 987,185 common shares of the Company at an exercise price of $1.77 per share for a period of 24 months from the date (the "Listing Date") that the Company's common shares or listed common shares, as the case may be, become listed and posted for trading on a public stock exchange. On initial issuance, management estimated the Listing Date at the time to be December 31, 2026. The options are subject to cliff vesting as all of the options vest immediately on the Listing Date. As such, the stock-based compensation expense is amortized over the expected time to the Listing Date.

     NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

     During the year ended December 31, 2024, the estimated Listing Date was amended to December 31, 2025, refer to Note 3. As a result, the fair value of the options at initial issuance was revised to be at $1,084,078 using the Black-Scholes Option Pricing Model, based on the following assumptions: share price based on a recent financing- $1.38: exercise price - $1.72; expected life - 4 years; estimated volatility based on comparable companies - 131%; expected dividend yield - 0%; and risk-free-rate - 3.44%.

     As at December 31, 2025, the estimated Listing Date was amended to February 28, 2026. The Company completed its listing on February 9, 2026 (refer to Note 3). As a result, the fair value of the options at initial issuance was revised to be at $1,098,963 using the Black-Scholes Option Pricing Model, based on the following assumptions: share price based on a recent financing- $1.38: exercise price - $1.77; expected life - 4.19 years; estimated volatility based on comparable companies - 131%; expected dividend yield - 0%; and risk-free-rate - 3.38%.

     During the three months ended March 31, 2026, the options were fully vested. The Company recorded stock-based compensation expense of $81,252 for the three months ended March 31, 2026 (March 31, 2025 -

     $133,859).

     The following table summarizes the change in management estimates related to the valuation of the options on the initial issuance date:

     On February 9, 2026, pursuant to the RTO, the Company issued the following replacement stock options:

   • 12,500 stock options with an exercise price of $0.80 and expire on December 7, 2026

   • 12,500 stock options with an exercise price of $0.80 and expire on January 23, 2028

   The fair value of the stock options was estimated at $3,640 (note 3) using the Black-Scholes pricing model with the following assumptions: share price of $0.48, exercise price of $0.80, expected life from 0.82 to 1.95 years, expected volatility from 55% to 131% based on comparable entities, risk free interest rate of 2.48%, and dividend yield of 0%.

   The following table summarizes the continuity of the Company's options classified as equity:

   	Number of options issued #	Weighted average exercise price $
   Balance, December 31, 2024	987,185	1.77
   Additions	-	-
   Balance, December 31, 2025	987,185	1.77
   Additions	25,000	0.80
   Balance, March 31, 2026	1,012,185	1.75

   Details of options outstanding and exercisable at March 31, 2026 are as follows:

   	Number of	Number of	Exercise	Weighted Average Remaining		Grant date
   	Options	Options	Price	Life	Expected	Fair value
   Grant Date	Outstanding	Exercisable	$	(Years)	Expiry Date	$
   December 22, 2023	987,185	987,185	1.77	1.86	February 9, 2028	1,098,963
   December 7, 2021	12,500	12,500	0.80	0.69	December 7, 2026	325
   January 23, 2023	12,500	12,500	0.80	1.82	January 23, 2028	3,315
   	1,012,185	1,012,185				1,102,603

   NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)
6. Debenture liability

   The following table reconciles the recorded value of the liability and the derivative components of the convertible debentures:

   	Warrant component of convertible debenture $	Total $
   Balance, December 31, 2024	1,488,098	1,488,098
   Changes in fair value	(205,269)	(205,269)
   Balance, December 31, 2025	1,282,829	1,282,829
   Changes in fair value	(494,183)	(494,183)
   Balance, March 31, 2026	788,646	788,646

   On November 23, 2020, the Company, under a subscription agreement with various subscribers, issued

   $1,465,675 (US$1,100,000) of senior secured convertible debentures bearing interest of 10% per annum with the interest paid bi-annually, and the principal due and payable at a date (the "Maturity Date") which is 18 months from the date of issuance.

   In addition, at the time of issuance, a commitment fee equal to 4% of the principal amount of the debentures purchased as well as such number of common share purchase warrants (the "Bonus Warrants") equal to the aggregate subscription amount divided by the price per common share of the next private placement financing and sale of common shares (the "Next Share Price"); and each Bonus Warrant will entitle the holder to acquire a common share of the Issuer (or successor of the Issuer) at an exercise price per share equal to the Next Share Price at any time within the later of 36 months from the date of issuance and 18 months after the date the Issuer completes a Liquidity Event. As of December 31, 2023, 36 months had elapsed since the issuance date. As at March 31, 2026 and December 31, 2025, the bonus warrants expire 18 months after the date of the liquidity event, which is February 9, 2026.

   The Next Share Price was $1.06 which resulted in the issuance of 1,381,393 Bonus Warrants, each exercisable into one common share at $1.06 per share until August 9, 2027.

   The Debentures were secured by a first charge on all present and acquired personal property of the Issuer. A total of US$575,000 of the principal amount of the debentures was issued to directors, officers, and or entities controlled by directors and or officers of the Company.

   Warrant Liability

   The following table summarizes the continuity of the Company's warrants:

   Number of warrants outstanding Weighted average exercise price

   # $

   Balance, March 31, 2026 and December 31, 2025 1,381,393 1.06

   NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

   Details of warrants outstanding as March 31, 2026 are as follows:

   Number of warrants outstanding and exercisable Exercise price Expiry date # $

   August 9, 2027 1,381,393 1.06

   As at December 31, 2025, the warrant component of the debentures was revalued at $1,282,829 using the Black-Scholes Option Pricing Model with the following assumptions: share price based on the quoted market price - $1.38; exercise price - $1.06; expected life - 1.67 years; estimated volatility based on comparable entities - 135%; expected dividend yield - 0%; and risk-free-rate - 2.58%.

   As at March 31, 2026, the warrant component of the debentures was revalued at $788,646 using the Black-Scholes Option Pricing Model with the following assumptions: share price based on the most recent financing price - $1.10; exercise price - $1.06; expected life - 1.36 years; estimated volatility based on comparable entities - 110%; expected dividend yield - 0%; and risk-free-rate - 2.48%.

   Of these warrants, 879,068 were held by directors of the Company, or companies controlled by the directors.

7. Commitments and contingencies

   As at March 31, 2026 and December 31, 2025, the Company had the following contractual arrangements and commitments in place for the provision of certain services:

   1. Bid bond obligation and Letters of Credit

      The Company has entered into several bid guarantees for gold exploration rights/concessions in the Arab Republic of Egypt in connection with Bid Round 1, 2020 and Bid Round 2, 2021 and corresponding to various land sectors as per the mining exploration agreements executed with the Company. In order to meet the bid round terms, the Company has committed to agreements for Standby Letters of Credit or Guarantees totaling US$950,000, with expiry dates of May 1, 2023. Upon Maturity, the Company secured the release of the Standby Letters of Credit or Guarantees totaling US$533,000 effective May 31, 2023. The remaining portion of the Zeidun Letter of Credit totaling US$417,000 was extended for a period of 12 months to May 1, 2024 as the termination date and May 31, 2024 as the counter guarantee termination date.

      During the year ended December 31, 2024 the Company secured the release of US$321,000 with respect to the Zeidun letter of credit, reducing the balance to US$96,000 for a period of twelve months to May 1, 2025, as the termination date, and May 31, 2025 as the counter guarantee termination date. In June 2025 the Company secured the approval for the release of the remaining portion of the Zeidun letter of credit, in the amount of US$96,000, which was released on July 22, 2025.

      As of March 31, 2026, the Company has no outstanding bid bonds receivable or any commitments with respect to the accompanying letters of credit above for Bid Round 1, 2020 and Bid Round 2, 2021.

      In 2021, the Company also supplied letters of guarantee representing 10% of the exploration commitment for the Siqdid blocks during the first exploration period of US$329,000 plus 5% as per the agreed terms of the agreement. This Letter of Credit was reduced to US$246,500, plus 5% as of December 31, 2024 per the agreed terms of the agreement. Effective December 31, 2024, the remaining commitment to meet the committed spend total for the Siqdid blocks to release the letter of credit was US$697,602, and US$Nil as at December 31, 2025 and March 31, 2026 as the Company had met the committed spend requirement. On October 7, 2025, the Company secured the release of the remaining letter of credit related to the Siqdiq blocks in the amount of US$246,500.

      NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

   2. Egyptian Mineral Resources Authority obligation

      On September 15, 2020, the Company submitted applications to the EMRA in respect of various "Blocks" in Bid Round 1 and enclosed Bid Bonds in the amount of US$60,000, which was subsequently increased by US$90,000 within 15 days of EMRA awarding the requested Block. The Company supplied letters of guarantee (refer to note 11(a)) representing 10% of the minimum exploration commitment during the first exploration period of US$950,000 covering the Umm Samra, Zeidun and Sukari exploration areas.

      The Company was subject to the following spend commitments over a 2-year period effective the dates on which the Company secured the right to access the properties by EMRA on payment of the rental value: Umm Samra blocks of US$1,800,000 and US$640,000 for phase one and two respectively, Zeidun blocks of US$4,170,000 and US$960,000 for phase one and two respectively and US$360,000 for phase three, and US$2,465,000 for phase one of the Siqdid blocks. The Company took occupation of the Zeidun and Umm Samra blocks on November 29, 2021 and November 1, 2021 respectively when metal marker beacons were placed on the concessions. As of December 31, 2024, the Company had met the committed spend requirements and secured the release of all the letters of guarantee referred to in note 11(a) above and commentary below.

      The Company was also awarded four additional blocks (the Sukari blocks) which are located within the Wadi Gamal National Park. The Company successfully terminated the concessions with the government, with no financial impact to the Company.

      After December 31, 2022, the Company was therefore legally entitled to the reimbursement of the letters of guarantee with respect to Sukari blocks. An amount of US$270,000 was reimbursed to the Company on official termination of the concession areas in February 2023 by securing the release of the Letter of Guarantee for the Sukari blocks from EMRA in the amount of US$270,000, together with the associated Bid-bond in the amount of US$50,000. Effective May 2023, the Company received formal confirmation of the release of the Letter of Credit for the Umm Samra concession area in the amount of US$180,000, as well as the reduction of the value of the Letter of Guarantee for the Wadi Zeidun concession in the amount of US$83,000, from US$500,000 to US$417,000 (Refer to Note 11(a) for further comment on this Letter of Guarantee).

      As at December 31, 2025, the Wadi Zeidun concession has fully met its required committed spending, and all letters of credit and bid bonds have been refunded to the Company.

      The Company must pay EMRA annual rental fees per km2 of land included in the exploration areas. The rental payments are due in advance and shall be payable as follows: EGP5,000 per km2 for each year of the first exploration period of 2 years; EGP10,000 per km2 for each year of the second exploration period of 2 years; EGP15,000 per km2 for each year of the third exploration period of 2 years and EGP 20,000 per km2 for each year of the fourth and last exploration period of 2 years. The Umm Samra and Siqdid licenses are scheduled to expire in September and November 2026.

      As at March 31, 2026, the Company accrued $402,563 (US$288,803) (December 31, 2025 - $398,265 (US$285,720)) of rental commitments payable to EMRA and estimated the exploration commitment for the year ended December 31, 2026 at $514,349 (US$369,000) and rental commitment at $99,190 (US$71,160).

      NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

      In December 2023, in accordance with the terms of the asset purchase agreement signed with B2Gold, the Company was required to register a letter of guarantee representing 10% of the minimum exploration commitment during the first exploration period of US$800,000 covering the Umm Salim exploration areas. The Company is subject to a spending commitment of US$8,000,000 over a 2-year period, effective on January 13, 2024. This 2-year period is yet to begin as security clearance has not been received and as a result the minimum exploration commitment during the first exploration period of US$8,000,000 covering the Umm Salim exploration areas are therefore yet to begin. The remaining commitment to meet the committed spend to release the letter of guarantee amounts US$7,791,024.

      Effective April 15, 2026, the Company applied to relinquish the Umm Salim concession on account of not being able to access the area due to ongoing security concerns. Concurrently, the Company initiated the process with EMRA for the return of the US$800,000 letter of guarantee, together with any applicable interest. There can be no assurances as to whether the letter of guarantee will be refunded (Refer to Note 21 - Events after the reporting period for further details).

      In addition, the Company is committed to meeting certain ongoing expenditure requirements associated with its Namibia exploration licenses.

   3. Environmental Contingencies

      The Company's mineral exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations. As a triggering event has not taken place, no provisions have been recorded as at March 31, 2026 and December 31, 2025.

   4. Title to Exploration and Evaluation Properties

      Although the Company has taken steps to verify title to its exploration and evaluation properties, in accordance with industry standards for the current stage of exploration of such property, these procedures do not guarantee the Company's title. Property title may be subject to unregistered prior agreements and noncompliance with regulatory and environmental requirements. The Company's assets may also be subject to increases in taxes and royalties, renegotiation of contracts, currency exchange fluctuations and restrictions and political uncertainty.

   5. Share Issuance Supplier Agreement

      The Company is party to a supplier agreement whereby upon certain services being performed, the supplier is expected to subscribe for units of the Company at a price of per unit of $1.77 in an amount equal to the value of the services performed, to a maximum value of US$2,000,000 (being up to 1,529,404 units). The subscription proceeds are to be used to compensate the supplier for services received by the Company. Each unit consists of one common share of the Company and one half of one common share purchase warrant. Each whole warrant will entitle the holder to purchase one common share of the Company for a period of 24 months from the issue date at a price of $2.65 per share.

      During the year ended December 31, 2025, the Company had expensed $995,632 (US $737,505) for services performed (2024 - $336,455 (US $249,226)). As at December 31, 2025, a total of $37,977 (US

      $27,708) had been accrued in accounts payable and accrued liabilities related to this arrangement.

      During the period ended March 31, 2026, the agreement dated January 15, 2024 expired in accordance with its terms and was not renewed. No further drilling activities have been undertaken and no expenses were incurred during 2026.

      NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

   6. Contributed capital

   During the three months ended March 31, 2026, the Company entered into termination and release agreements with certain consultants to settle outstanding consulting fees in connection with the RTO.

   Pursuant to these agreements, consulting fees payable of $430,082 were settled as at March 31, 2026. Cash payments of $124,540 were made during the period in full and final settlement of a portion of the outstanding balances, and the remaining balance of $305,542 was forgiven. As a result, $305,542 was recognized in equity as contributed capital, as the creditors were shareholders of the Company.

8. Related parties

   Refer to Note 10, Debenture liability and Note 9, Share capital and reserves. Key management compensation

   Key management are those personnel having the authority and responsibility for planning, directing and controlling the Company and include the President and Chief Executive Officer, Chief Financial Officer, Executive Chairman and Directors.

   The following table lists the compensation costs paid directly to, or to companies controlled by, key management personnel for the years ended March 31, 2026 and 2025:

   Three months ended March 31,

   	2026 $	2025 $
   Consulting fees paid/accrued to a private company controlled by director and CEO	-	37,500
   Consulting fees paid/accrued to private companies controlled by directors	22,500	30,000
   Total	22,500	67,500

   As at March 31, 2026, the Company recorded $114,680 ((December 31, 2025 - nil) owing to a Company under common control. In addition, the Company recorded $179,395 and $173,500 (December 31, 2025 -

   $166,895 and $163,500, respectively) of related party payments owing to a Director and Country Manager/Directors of the Company, respectively. The balances reflect amounts owing for the current period as well as certain prior periods which remain unpaid and are recorded as due to related parties. The related party payments are unsecured, non-interest bearing, and are due on demand.

   During the three months ended March 31, 2026, the Company issued 150,000 common shares and 100,000 common shares to the CEO and a Director, respectively.

9. Loss per share

   The calculation of basic and diluted loss per share for the three months ended March 31, 2026 was based on the loss attributable to common shareholders of $9,606,479 (2025 - $1,224,664) and the weighted average number of common shares outstanding of $33,181,226 (2025 - 20,687,906). Diluted loss per share did not include the effect of stock options, warrants or the warrant component of convertible debentures as they are anti-dilutive.

   NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)
10. Capital management

    As at March 31, 2026, the capital structure of the Company consists of total shareholders' equity of

    $2,202,893 (December 31, 2025 shareholders' deficiency - $131,257).

    The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to pursue the exploration and development of its exploration and evaluation assets, acquire additional exploration and evaluation interests and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. 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 attempt to 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 prepares annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The annual and updated budgets are approved by the Company's Board of Directors. The Company currently is not subject to externally imposed capital requirements. There have been no significant changes in the Company's capital management during the periods ended March 31, 2026 and December 31, 2025.

11. Financial instrument fair value and risk factors

    Below is a summary showing the classification and measurement of the Company's financial instruments:

    Classification IFRS 9

    Cash and cash equivalents Amortized cost

    Term deposits Amortized cost

    Accounts payables and accrued liabilities Amortized cost

    Warrant component of debentures FVTPL

    Obligation to issue shares FVTPL

    Convertible loan receivable FVTPL

    Due to related parties Amortized cost

    Fair value

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

    • Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

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

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

    The Company's financial instruments include cash and cash equivalents, term deposits, accounts payable and accrued liabilities, obligation to issue shares, due to related parties, and warrant component of debentures. The carrying value of these financial instruments approximates their fair value.

    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

    For financial instruments that are recognized at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. Investments which are Level 3 and become public issuers during the year are transferred to Level 1 or 2.

    The following is an analysis of the Company's financial assets and liabilities measured at fair value as at March 31, 2026 and December 31, 2025:

    As at March 31, 2026 Level 1 $ Level 2 $ Level 3 $

    Warrant component of debentures - 788,646 -

    As at December 31, 2025

    	Level 1 $	Level 2 $	Level 3 $
    Warrant component of debentures	-	-	1,282,829
    Convertible loan receivable from Ongwe	-	-	389,063

    The following table presents the changes in fair value measurements of financial instruments classified as Level 3 for the periods ended March 31, 2026 and December 31, 2025. These financial instruments are measured at fair value utilizing non-observable market inputs based on specific company information and general market conditions.

    	Opening balance at January 1,	Purchases	Transfer to Level 1 or 2	Net unrealized gains (losses)	Ending balance
    2026	$1,282,829	$Nil	$(778,646)	$(494,183)	$Nil

    The Company estimated the fair value of the warrant component of the debentures using the Black-Scholes Pricing Model. Note 10 outlines the key assumptions used by the Company in determining the estimated fair value of the warrant liability and convertible loan receivable. The Company uses significant unobservable inputs to estimate the fair value of this liability at each reporting date, such estimated share price, expected volatility, risk-free interest rate and expected life of the warrants.

    The Company estimated the fair value of the convertible loan receivable using an equity-based valuation approach based on the underlying shares issuable upon conversion. Key assumptions include the estimated share price.

    Significant unobservable inputs are classified as Level 3 inputs under IFRS, reflecting management's best estimate of what market participants would use in valuing the liability at the measurement date and is dependent on the availability of market-based information. A +/-5% change in the estimated volatility would result in an approximately +/-$3,200 change (2025 - +/- $36,000) in the loss and comprehensive loss of the Company for the three months ended March 31, 2026. A +/-5% change in the estimated share price would result in an approximately +/-$24,500 (2025 - +/- $84,800) change in the Company's loss for the three months ended March 31, 2026. A +/-5% change in the time to expiration date would result in an approximately +/-

    $17,800 (2025 - +/- $18,800) change in the Company's loss for the three months ended March 31, 2026.

    Risk factors

    The Company is exposed in varying degrees to a variety of financial instrument related risks.

    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

    Credit Risk

    Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company is exposed to minimal credit risk on cash and cash equivalents, term deposits, restricted cash, and bid bonds. The risk is mitigated by cash and cash equivalents and term deposits being held in reputable financial institutions. The Company holds cash and cash equivalents in the form of GIC's.

    Currency Risk

    Currency risk is due to monetary assets and liabilities being denominated in currencies other than its functional currencies. The Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company has a portion of its assets and cash reserves in United States Dollar and the Egyptian Pound.

    The following assets were denominated in foreign currencies and presented in Canadian dollars:

    	March 31	March 31	December 31,	December 31,
    	2026 EGP	2026 USD	2025 EGP	2025 USD
    Cash and cash equivalents	2,824,667	9,148	1,950,725	9,205
    Term deposits	-	800,000	-	800,000
    	2,824,667	809,148	1,950,725	809,205

    A fluctuation of +/-5% provided as an indicative range in currency movement, on assets that are denominated in foreign currencies other than Canadian dollars, with all other things being equal, have an effect on the after-tax loss and comprehensive loss approximately +/- $4,200 (December 31, 2025 -+/-$58,000) for the three months ended March 31, 2026.

    Interest Rate Risk

    Interest rate risk is the risk due to variability of interest rates. The Company has cash balances and interest-bearing debt with fixed rates; therefore, interest rate risk is minimal.

    Liquidity Risk

    Liquidity risk is the risk that the Company is unable to meet its financial obligations as they fall due. The Company takes steps to ensure that it has sufficient working capital and available sources of financing to meet future cash requirements for capital programs and operations.

    The Company intends to issue equity to ensure the Company has sufficient access to cash to meet current and foreseeable financial requirements. The Company actively monitors its liquidity to ensure that its cash flows and working capital are adequate to support its financial obligations and the Company's capital programs. There is no assurance that the Company will be able to raise additional sources of financing. The contractual maturity of the warrant component of debenture is 2027.

    Other price risk

    Other price risk is the risk that the fair or future cash flows of a financial instrument will fluctuate because of changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company is not exposed to other price risk.

    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)
12. Segmented information

    The Company currently operates in a single segment: the acquisition, exploration and development of mining properties. The Company operated in three geographical jurisdictions: Canada, Egypt and Cyprus.

    	Canada $	Cyprus $	Egypt $	Barbados $	Namibia $	Total $
    Period ended March
    31, 2026
    Loss attributable to
    shareholders	9,084,412	16,429	227,010	25,000	253,628	9,606,479
    Loss attributable to
    non-controlling interest	-	-	-	-	127,116	127,116
    Net loss	9,084,412	16,429	227,010	25,000	380,744	9,733,595
    As at March 31, 2026
    Total assets	3,324,071	19,478	549,794	-	1,312,219	5,205,562
    Total non-current assets	-	-	45,539	-	-	45,539
    	Canada	Cyprus	Egypt	Barbados	Namibia	Total
    	$	$	$	$	$	$
    Period ended March
    31, 2025
    Loss attributable to				-	-
    shareholders	67,093	68,809	1,088,762		1,224,664
    Loss attributable to non-
    controlling interest	-	-	-	-	- -
    Net loss	67,093	68,809	1,088,762	-	- 1,224,664
    As at December 31,
    2025
    Total assets	1,647,663	19,281	637,741	-	- 2,304,685
    Total non-current assets	-	-	52,811	-	- 52,811

13. Belmont acquisition

    On December 21, 2023, Ongwe Minerals Inc. (formerly Great Quest Gold Ltd.) ("Ongwe") entered into an assignment and assumption agreement with Sulliden Mining Capital Inc. ("Sulliden") to acquire up to a 70% interest in Belmont Mineral Exploration (Pty) Ltd. ("Belmont") from Ongwe Minerals (Pty) Ltd. Belmont holds certain prospecting licenses in Namibia comprising of the Khorixas Gold Project, Omatjete Gold Project and the Outjo Gold Project.

    Pursuant to the terms of the agreement, Ongwe was required to make a series of cash payments, reimburse certain expenditures, issue common shares, and incur staged exploration expenditures in order to earn ownership interests in Belmont.

    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

    The assignment and assumption agreement required a series of cash payments, reimbursement of expenses, and share consideration as follows:

    • $71,945(US$50,000) was payable within 90 days (paid in 2024).

    • $71,945 (US$50,000) was payable within 180 days. This amount was later amended to be payable by March 31, 2025 and then further amended to July 31, 2025 with an additional $14,389 (USD$10,000) payable as additional consideration for the payment extension and additional $115,825 in cash and issue 312,500 common shares to Sulliden (issued and paid in 2025).

    • $1,910,020 (US$1,400,000) in exploration expenditures within two years of the closing date to acquire 25% of the shares of Belmont (paid in 2025).

      • $1,910,020 (US$1,400,000) in exploration expenditures over a two-year period from the closing date to acquire up to an additional 26% of the shares, resulting in a total ownership of 51% (paid in 2025 and 2026)

      • $5,457,200 (US$4,000,000) in exploration expenditures over a three-year period from the closing date to acquire up to an additional 19% of the shares, resulting in a total ownership of 70% (not paid)

    During the year ended December 31, 2025, Ongwe completed the US$1,400,000 spending commitment and acquired 25% of the shares of Belmont, and during the three months ended March 31, 2026, Ongwe completed the $1,910,020 (US$1,400,000) in exploration spending commitment and acquired an additional 26% of the shares of Belmont, resulting in total ownership of 51% of the shares of Belmont.

    Prior to obtaining an ownership interest in Belmont, exploration and evaluation expenditures incurred on the Namibian properties were recognized as exploration and evaluation expenditures in profit or loss in accordance with the substance of the earn-in arrangement.

    On March 7, 2026, the Company increased its earn-in ownership interest in Belmont Mineral Exploration (Pty Ltd) ("Belmont") from 25% to 51% through an additional payment of US$919,165 ($1,265,506), representing the remaining balance of the US$1,400,000 exploration expenditure commitment. Following this payment, the Company achieved a 51% ownership interest in Belmont, with a non-controlling interest recognized for the remaining 49% interest not owned by the Company. As Belmont did not meet the definition of a business under IFRS 3, Business Combinations, the transaction was accounted for as an acquisition of assets. From March 7, 2026, the assets, liabilities, revenues and expenses of Belmont are included in the consolidated financial statements.

    The table below summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed at the effective acquisition date:

    Net assets acquired:	$
    Cash and cash equivalents	175,738
    Sales tax receivable	362,001
    Accounts payable	(659,064)
    Exploration expenses	(121,325)

    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)
14. Non-controlling Interests ("NCI")

    The net change in non-controlling interest is as follows:

    Belmont $

    As at December 31, 2025 -

    AOCI attributable to non-controlling interest (77,681)

    Net and comprehensive loss attributable to non-controlling interest 127,116

    As at March 31, 2026 (49,435)
15. Obligation to issue shares

    The Company, through its 51%-owned subsidiary Belmont Mineral Exploration (Pty) Ltd., owns a 90% interest in Fallout Investments (Pty) Ltd. ("Fallout"), a Namibian entity holding Exploration Licence EPL7400 adjacent to the Company's Omatjete Project in Namibia.

    The acquisition was completed pursuant to a Sale of Shares Agreement dated July 24, 2025, following the satisfaction or waiver of all conditions precedent. As at the date of the acquisition, Fallout did not meet the definition of a business and as such, the acquisition does not qualify to be accounted for as a business combination under IFRS 3, Business Combination. Rather, the transaction is accounted for as an asset acquisition. The asset acquisition method was applied whereby certain assets and liabilities acquired were first recorded at their fair value based on the applicable IFRS Standard, and the residual purchase consideration was allocated to exploration and evaluation expenditures.

    Total consideration paid for the transaction consisted of:

    • cash consideration of C$50,000, which was paid during the previous period; and

    • a contingent consideration comprising 175,000 common shares of the Company.

    The contingent consideration was not included in the cost of the asset acquisition on initial recognition, as contingent consideration in an asset acquisition is recognized separately when the recognition criteria under IAS 37, Provisions, Contingent Liabilities and Contingent Assets, are met. Based on management's assessment, the recognition criteria were met on March 9, 2026, upon completion of the Company's acquisition of a 51% interest in Belmont Mineral Exploration (Pty) Ltd.

    Accordingly, as at March 31, 2026, the Company recognized a liability of $192,500 relating to the obligation to issue the 175,000 common shares. The corresponding amount was recognized as exploration and evaluation expenditures. The consideration shares are subject to a 12-month contractual lock-up period and are subject to the rules and regulations of the TSX-V.

    The contingent consideration liability is subsequently remeasured to fair value at each reporting date with changes in fair value recognized in profit or loss. There was no change in the fair value of the liability between March 9, 2026 and March 31, 2026, as the Company's share price remained unchanged during that period.

    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

    The agreement also provides for additional contingent milestone payments upon the delineation of mineral resources on the licence area as follows:

    • $750,000 upon the establishment of 1 million to 2 million ounces;

    • $1,250,000 upon the establishment of 2 million to 3 million ounces; and

    • $2,000,000 upon the establishment of more than 3 million ounces.

    These contingent milestone payments may, at the Company's discretion, be settled through the issuance of common shares.

16. Reclassification of comparative figures

    Certain comparative figures in the consolidated statements of financial position, and consolidated statements of loss and comprehensive loss have been reclassified to conform with the current year's presentation. These includes due to related parties, general and administrative expenses, and transfer and filing fees.

17. Events after the reporting period

On April 15, 2026, the Company initiated the process with EMRA to cancel the Umm Salim licence on account of not being able to receive security clearance to safely access the exploration area and simultaneously requested the return of the US$800,000 letter of guarantee related to the Umm Salim concession. Effective May 6, 2026, the related letter of credit was extended for an additional 13 months to July 2027 pending release of the guarantee. There can be no assurances as to whether the letter of guarantee will be refunded.

On May 21, 2026, the Company issued 1,313 common shares pursuant to the exercise of 1,313 warrants at a price of $0.80 per warrant, resulting in proceeds of $1,050.