Financial Statements Q2 2026

Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025

(Unaudited - Expressed in Canadian Dollars)

Nature and continuance of operations (Note 1) Commitments and contingencies (Note 11) Events after the reporting date (Note 21)

Approved on behalf of the Board on August 25, 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 a 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 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 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;

   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 AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

      Going concern

      To date, the Company has not earned revenue, has incurred a net loss of $1,999,678 and $11,733,273 respectively for the three and six months ended June 30, 2026 (2025 - $591,139 and $1,815,803, respectively) and has an accumulated deficit of $33,172,593 as at June 30, 2026 (December 31, 2025 - $21,993,297). At June 30, 2026, the Company had cash and cash equivalents of $24,315,660 (December 31, 2025 - $706,182) and working capital of $22,474,330 (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 August 25, 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 AND SIX MONTHS ENDED JUNE 30, 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
   Polaris Mineral Exploration (Pty) Ltd	100%	0%	Namibia
   Belmont Mineral Exploration (Pty) Ltd	51%	0%	Namibia

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

   On May 27, 2026, the Company's wholly owned subsidiary, Great Quest (Barbados) Limited, acquired 100% of the issued and outstanding shares of Polaris Mineral Exploration (Pty) Ltd., a dormant shell company incorporated in Namibia for a nominal value. As the acquired entity was dormant and had no assets, liabilities, or operations at the acquisition date, the transaction did not constitute a business combination as defined in IFRS 3. Accordingly, the Company commenced consolidating Polaris Mineral Exploration (Pty) Ltd from May 27, 2026, the date control was obtained.

   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, and Polaris 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.

   NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

   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.

   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:

   NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

   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. 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 condensed interim consolidated financial statements for the six months ended June 30, 2026.

   NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

   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.

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.

   NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

   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:

   Net assets acquired:	$
   Cash	233,769
   Restricted cash1	2,635,296
   Sales tax receivable	17,954
   Due to related parties	(1,298)
   Accounts payable	(1,503,719)
   Convertible loan payable to Lotus Gold	(210,000)
   Obligation to issue shares1	(3,379,212)
   	(2,207,210)
   Consideration:
   Common shares (fair value of 11,667,166 common shares at $0.48 per share)	5,600,240
   Options and warrants assumed at RTO	34,303
   	5,634,543
   Add: Net liabilities acquired	(2,207,210)
   Excess paid	7,841,753
   Listing expense	7,841,753

   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.

   NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)
4. Property and equipment

   	Camp facilities $	Furniture and fixtures $	Machinery and equipment $	Computers $	Vehicles $	Total $
   Cost: December 31, 2024	108,295	27,447	82,992	188,685		407,419
   Additions	-	-	918	-	-	918
   December 31, 2025	108,295	27,447	83,910	188,685	-	408,337
   Additions	858	1,424	-	-	157,871	160,153
   Balance. June 30, 2026	109,153	28,871	83,910	188,685	157,871	568,490
   Amortization: At December 31, 2024	(45,400)	(14,432)	(72,986)	(188,685)	-	(321,503)
   Charge for the period	(22,766)	(5,746)	(9,438)	-	-	(37,950)
   Foreign exchange	1,778	505	1,644	-	-	3,927
   At December 31, 2025	(66,388)	(19,673)	(80,780)	(188,685)	-	(355,526)
   Charge for the period	(11,222)	(2,844)	(2,534)	-	(619)	(17,219)
   Foreign exchange	372	114	104	-	-	590
   Balance, June 30, 2026	(77,238)	(22,403)	(83,210)	(188,685)	(619)	(372,155)
   Net book value: December 31, 2024	62,895	13,015	10,006	-	-	85,916
   December 31, 2025	41,907	7,774	3,130	-	-	52,811
   Balance, June 30, 2026	31,915	6,468	700	-	157,252	196,335

5. Loans payable

   During the period ended June 30, 2026, the Company entered into three separate vehicle loan agreements totaling $128,505. The Company is required to pay monthly installment of $3,275 in total for the three loans starting July 1, 2026. The loans bear interest at 10.25% and had a maturity date of June 1, 2030. For the period end June 30, 2026, the Company did not incur any interest on the loan.

6. Cash and cash equivalents and term deposits

   Cash and cash equivalents consist of:

   	June 30, 2026 $	December 31, 2025 $
   Cash in bank and on hand	24,285,660	676,182
   Cash held in cashable GIC's	30,000	30,000
   	24,315,660	706,182

   As at June 30, 2026, the Company holds $1,154,183 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 AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)
7. 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 bore interest at a rate of 10% per annum, compounded monthly, commencing as of September 3, 2025, and continuing until the maturity date, which was 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 was not repaid by the maturity date, Lotus Gold was able to, 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 during the six months ended June 30, 2026.

8. 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).

   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).

   NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)
9. 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
   (b) Common shares issued for Acquisition of Lotus Gold	11,667,166	5,600,240
   (a) Private placement concurrent with RTO	9,700,000	4,850,000
   (c) Private placement concurrent with LIFE Offering	3,333,333	4,600,000
   (d) Common shares issued for exercise of warrants	21,512	18,405
   (e) Common shares issued for acquisition of Fallout
   Investment	175,000	192,500
   (c) Common shares issued for LIFE Offering	13,334,000	16,581,291
   Balance as at June 30, 2026	59,541,589	50,665,618

   Six months ended June 30, 2026

   1. Private Placements concurrent with RTO

      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.

      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

      NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

   2. Common shares issued for Acquisition of Lotus Gold

      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. (Refer to Note 3)

   3. LIFE Offering and concurrent private placement

      On June 30, 2026, the Company completed a brokered private placement pursuant to the Listed Issuer Financing Exemption ("LIFE Offering") and a concurrent non-brokered private placement for aggregate gross proceeds of $23,000,920. Under the LIFE Offering, the Company issued 13,334,000 common shares at a price of $1.38 per common share for gross proceeds of $18,400,920, which included the full exercise of the agents' option for the issuance of 2,174,000 common shares.

      Concurrently, the Company issued 3,333,333 common shares pursuant to the non-brokered private placement at a price of $1.38 per common share for gross proceeds of $4,600,000.

      In connection with the financings, the Company paid cash commissions to the agents and finders in accordance with the applicable agency and finder agreements and issued 555,680 broker warrants. Each broker warrant entitles the holder to acquire one common share at an exercise price of $1.38 per share for a period of 24 months from the closing date. The fair value of the warrants was estimated at $493,090 using the Black-Scholes Option Pricing Model with the following assumptions: share price based on the most recent financing- $1.38; exercise price - $1.38; expected life - 2.00 years; estimated volatility based on comparable entities - 128%; expected dividend yield - 0%; and risk-free-rate - 2.72%.

      The LIFE Offering and private placement proceeds were received as follows:

      	LIFE Offering	Private placement	Total
      Common shares issued	13,334,000	3,333,333	16,667,333
      Proceeds received	$ 18,400,920	$ 4,600,000	$ 23,000,920
      Funds paid for legal fees and broker fees	$ (1,167,650)	(158,889)	$ (1,326,539)
      Net proceeds	$ 17,233,270	$ 4,441,111	$ 21,674,381

   4. Exercise of warrants

      During the six months ended June 30, 2026, the Company issued 21,512 common shares pursuant to the exercise of warrants for gross proceeds of $17,209 with the exercise price of $0.80. The Company reallocated $1,196 from reserves to share capital. The share price on date of exercise was between $1.38 and

      $1.41.

   5. Acquisition of Fallout

   Pursuant to an acquisition agreement, on June 30, 2026, the Company issued 175,000 common shares of the Company to shareholders of Fallout Investments (Pty) Ltd. "Fallout" to acquire 90% ownership of Fallout for $192,500 (Note 19).

   NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

   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, 20263

   • 13,125 warrants with an exercise price of $0.80 and expire on July 16, 20263

   • 908,702 warrants with an exercise price of $1.60 and expire on July 31, 20263

   • 47,511 warrants with an exercise price of $0.80 and expire on July 31, 20264

   • 1,156,594 warrants with an exercise price of $1.60 and expire on August 16, 20263

   • 32,500 warrants with an exercise price of $0.80 and expire on August 16, 20265

     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%.

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

     	Number of Warrant's #	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	3,049,709	1.54
     Exercised	(21,512)	(0.80)
     Balance, June 30, 2026	6,060,700	2.10

     NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

     Details of warrants outstanding, which are classified as equity at June 30, 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, 20272	1,460,688	February 16, 2022	738,611	0.63	2.65
     May 6, 20272	671,450	November 6, 2023	512,115	0.85	2.65
     June 8, 20272	143,382	December 8, 2023	109,193	0.94	2.65
     December 18, 20272	389,446	June 18, 2024	318,408	1.47	2.65
     December 30, 20272	23,355	June 30, 2024	19,119	1.50	2.65
     August 17, 20282	71,937	February 17, 2025	58,803	2.13	2.65
     September 15, 20272	272,245	September 15, 2025	210,259	1.21	2.65
     July 15, 20263	335,597	July 15, 2024	2,500	0.04	1.60
     July 16, 20263	13,125	July 15, 2024	660	0.04	0.80
     July 31, 20263	908,702	July 31, 2024	8,624	0.08	1.60
     July 31, 20264	25,999	July 31, 2024	2,642	0.08	0.80
     August 16, 20263	1,156,594	August 16, 2024	14,217	0.13	1.60
     August 16, 20265	32,500	August 16, 2024	2,020	0.13	0.80
     June 30, 2028	555,680	June 30, 2026	493,090	2.00	1.38
     	6,060,700		2,490,261	0.92	2.13

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

     3 These warrants of the Company expired subsequent to the period ending June 30, 2026, see note 21 for further details.

     4 46,199 warrants were exercised and 1,313 warrants expired unexercised subsequent to the period ending June 30, 2026.

     5 28,125 warrants were exercised and 4,376 warrants expired unexercised subsequent to the period ending June 30, 2026.

     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.

     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%.

     NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

     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 six months ended June 30, 2026, the options were fully vested. The Company recorded stock-based compensation expense of $81,252 for the three and six months ended June 30, 2026 which is classified as an exploration expense on the condensed interim consolidated statements of loss and other comprehensive loss (June 30, 2025 - $133,859 and $267,718, respectively).

     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, June 30, 2026	1,012,185	1.75

   Details of options outstanding and exercisable at June 30, 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	1.67	February 9, 2028	1,098,963
   December 7, 2021	12,500	12,500	0.80	0.44	December 7, 2026	325
   January 23, 2023	12,500	12,500	0.80	1.57	January 23, 2028	3,315
   	1,012,185	1,012,185	1.75	1.65		1,102,603

   NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS) Restricted Share Unit Plan

   A restricted share unit plan (the "RSU Plan") was established by the Company to attract and retain employees, officers and directors. The RSU Plan provides for a maximum number of common shares available and reserved for issuance shall not exceed 10% of the Company's issued and outstanding common shares, less any shares reserved for issuance under the Stock Option Plan.

   On June 8, 2026, the Company granted 3,135,000 RSUs with a fair value of $4,012,800 to officers, directors, and employees of the Company pursuant to the Company's long term incentive plan. Of the RSUs granted, 1,530,000 vest on June 30, 2027, 765,000 vest on December 31, 2027, and the remaining 765,000 vest on June 30, 2028, in accordance with the terms of the RSU award agreement, and will expire five years from date of grant. The fair value of the RSUs was based on the market price of the common shares at the date of grant of $1.28. Of 3,135,000 RSUs granted, 1,350,000 were issued to officers and directors of the Company.

   Of the RSUs granted, 75,000 RSUs with a grant-date fair value of $96,000, were issued to an employee of the Company to partially settle accounts payable of $16,361. The RSUs vesting is contingent on continued employment through each vesting date, and will expire five years from the date of grant. The portion of the fair value attributable to the settlement of the accounts payable, $16,361, was used to offset the accounts payable. The remaining fair value of $79,639, representing consideration for future employment service, is being recognized as share-based payment expense on a graded-vesting basis over the requisite service period. Share-based payment expense of $3,613 was recognized in relation to this grant during the three and six months ended June 30, 2026. Share-based payment expense of $177,666 was recognized during the three and six months ended June 30, 2026 in relation to the remaining 3,060,000 RSUs, which vest on the same schedule described above and are being expensed on a graded-vesting basis over the requisite service period.

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

   	Number of RSU's #	Expiry date
   Balance, December 31, 2025 and 2024 Additions	-3,135,000	June 8, 2031
   Balance, June 30, 2026	3,135,000

10. 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	(240,650)	(240,650)
    Balance, June 30, 2026	1,042,179	1,042,179

    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 was 18 months from the date of issuance.

    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

    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 June 30, 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, June 30, 2026 and December 31, 2025 1,381,393 1.06

    Details of warrants outstanding as June 30, 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 June 30, 2026, the warrant component of the debentures was revalued at $1,042,179 using the Black-Scholes Option Pricing Model with the following assumptions: share price on June 30, 2026 - $1.43; exercise price - $1.06; expected life - 1.11 years; estimated volatility based on comparable entities - 109%; expected dividend yield - 0%; and risk-free-rate - 2.72%.

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

    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)
11. Commitments and contingencies

    As at June 30, 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

       As at June 30, 2026, the Company had no outstanding bid bonds receivable or commitments relating to the letters of credit associated with Bid Round 1, 2020 and Bid Round 2, 2021. During 2025, the Company secured the release of the remaining US$96,000 Zeidun letter of credit, which was released on July 22, 2025. The Company also met the remaining exploration expenditure commitment for the Siqdiq blocks and, on October 7, 2025, secured the release of the related US$246,500 letter of credit. As at June 30, 2026, no letters of credit remained outstanding in respect of these exploration commitments.

    2. Egyptian Mineral Resources Authority obligation

       The Company holds exploration licences in Egypt and is subject to minimum exploration expenditure commitments and annual rental payments to EMRA. As at December 31, 2025, the Company had fulfilled the required exploration commitments for the Wadi Zeidun, Umm Samra and Siqdid concessions and all related letters of credit and bid bonds had been released.

       The Company is required to pay EMRA annual rental fees based on the area of the exploration licences, with rates ranging from EGP5,000 to EGP20,000 per km² depending on the exploration period. The Umm Samra and Siqdid licences are scheduled to expire in September and November 2026, respectively.

       As at June 30, 2026, the Company had accrued $422,600 (US$306,232) in rental fees payable to EMRA (December 31, 2025 - $398,265 (US$285,720)). The estimated exploration expenditure commitment as at June 30, 2026 are $496,800 (US$360,000) and rental expenditure commitment at $49,445 (US$35,830).

       In respect of the Umm Salim exploration areas acquired from B2Gold, the Company has a US$8,000,000 minimum exploration commitment for the first two-year exploration period, supported by a US$800,000 letter of guarantee. The remaining commitment to meet the committed spend to release the letter of guarantee amounts US$7,790,852. The exploration period has not commenced as the required security clearance has not been received and the Company has therefore been unable to access the exploration areas. Due to ongoing security concerns and the resulting inability to access the area, the Company applied to relinquish the Umm Salim concession effective April 15, 2026 and initiated the process with EMRA to recover the US$800,000 letter of guarantee, together with any applicable interest. Effective May 6, 2026, the letter of guarantee was extended for an additional 13 months to July 2027 pending release of the guarantee. There can be no assurance that the letter of guarantee will be refunded.

       In addition, the Company is committed to meeting certain ongoing expenditure requirements associated with its Namibia exploration licenses which are approximately $2,462,685 annually based on the current exclusive prospecting licenses held by Belmont.

    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 June 30, 2026 and December 31, 2025.

       NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

    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. 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 June 30, 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 spend was incurred during 2026.

    6. Contributed capital

    During the six months ended June 30, 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 June 30, 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.

12. 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.

    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

    The following table lists the compensation costs paid directly to, or to companies controlled by, key management personnel for the three and six months ended June 30, 2026 and 2025:

    Three months ended Six months ended

    	June 30, 2026 $	June 30, 2025 $	June 30, 2026 $	June 30, 2025 $
    Consulting fees paid/accrued to a private company controlled by director and CEO	-	37,500	-	75,000
    Consulting fees paid/accrued to private companies controlled by directors	58,557	30,000	81,057	60,000
    Share-based payments	78,382	-	78,382	-
    Total	136,939	67,500	159,439	135,000

    As at June 30, 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 as at June 30, 2026. 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 amounts due to related parties are unsecured, non-interest bearing, and are due on demand.

    During the six months ended June 30, 2026, a director and an officer of the Company participated in the concurrent financing and purchased 150,000 common shares and 100,000 common shares, for gross proceeds of $75,000 and $50,000, respectively. During the June 2026 LIFE Offering, directors and officers of the Company purchased an aggregate of 307,971 common shares for gross proceeds of $425,000.

    On June 8, 2026, the Company granted 1,350,000 RSUs to directors and officers of the Company. The RSUs vest as to 50% after 12 months, 25% after 18 months, and 25% after 24 months from the grant date, and are equity-settled upon vesting through the issuance of one common share per RSU at no additional cost to the holder. The fair value of the RSUs was determined based on the closing price of the Company's common shares on the grant date of $1.28 per share, resulting in a total grant-date fair value of $1,376,000. For the six months ended June 30, 2026, the Company recognized share-based payment expense of $78,382 (2025 -

    $nil) in relation to the related parties RSUs, included in the share-based payment in the condensed interim statements of loss and comprehensive loss.

13. Loss per share

    The calculation of basic and diluted loss per share for the three and six months ended June 30, 2026 was based on the loss attributable to common shareholders of $1,572,817 and $11,179,296, respectively (2025 -

    $591,139 and $1,815,803, respectively) and the weighted average number of common shares outstanding of 42,681,470 and 37,957,571, respectively (2025 - 20,687,906 and 20,727,944, respectively). 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.

14. Capital management

    As at June 30, 2026, the capital structure of the Company consists of total shareholders' equity of $22,574,286 (December 31, 2025 shareholders' deficiency - $131,257).

    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

    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 June 30, 2026 and December 31, 2025.

15. 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

    Convertible loan receivable FVTPL

    Loans payable Amortized cost

    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, due to related parties, loans payable, and warrant component of debentures. The carrying value of these financial instruments approximates their fair value.

    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.

    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

    The following is an analysis of the Company's financial assets and liabilities measured at fair value as at June 30, 2026 and December 31, 2025:

    As at June 30, 2026 Level 1 $ Level 2 $ Level 3 $

    Warrant component of debentures - 1,042,179 -

    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 June 30, 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.

    Warrant component of

    Opening balance at January 1 2026 Purchases Transfer to Level 1 or 2 Net unrealized gains (losses) Ending balance

    debentures $1,282,829 $Nil $(1,042,179) $(240,650) $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 +/-$29,978 change (2025 - +/- $800) in the loss and comprehensive loss of the Company for the six months ended June 30, 2026. A +/-5% change in the estimated share price would result in an approximately +/-$79,078 (2025 - +/- $140,500) change in the Company's loss for the six months ended June 30, 2026. A +/-5% change in the time to expiration date would result in an approximately +/-$15,138 (2025 - +/- $18,800) change in the Company's loss for the six months ended June 30, 2026.

    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

    Risk factors

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

    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, Namibian Dollar and the Egyptian Pound.

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

    				December	December	December
    	June 30,	June 30,	June 30,	31,	31,	31,
    	2026	2026	2026	2025	2025	2025
    	EGP	USD	NAD	NAD	EGP	USD
    Cash and cash equivalents	793,028	44,180	113,491,963	-	1,950,725	9,205
    Term deposits	-	800,000	-	-	-	800,000
    	793,028	844,180	113,491,963	-	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, would have an effect on the net loss and comprehensive loss approximately +/- $3,506 (June 30, 2025 +/- $47,000) for the three months ended June 30, 2026 and +/- $7,706 (June 30, 2025 - +/- $20,000) for the six months ended June 30, 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 the debenture is 2027.

    NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)

    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.

16. 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, Cyprus, and Namibia.

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.

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 condensed interim 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 AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (Unaudited - EXPRESSED IN CANADIAN DOLLARS)
    1. Non-controlling Interests ("NCI")

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

       Belmont $

       As at December 31, 2025 -

       Other comprehensive loss attributable to non-controlling interest 105,543

       Net loss attributable to non-controlling interest (553,977)

       As at June 30, 2026 (448,434)
    2. Fallout Investments (Pty) Ltd acquisition

       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 License 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 $50,000, which was paid during the previous period; and

       • a contingent consideration comprising 175,000 common shares of the Company (issued on June 30, 2026).

         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 9, 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. On June 30, 2026, the Company issued 175,000 common shares pursuant to the acquisition agreement.

         The agreement also provides for additional contingent milestone payments upon the delineation of mineral resources on the license 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. As at June 30, 2026, no liability has been recognized in respect of these additional contingent milestone payments, as none of the mineral resource thresholds described above have been established, and no obligating event has therefore occurred. Given the early stage of exploration on the license area and the inherent uncertainty of delineating a mineral resource of any particular size, management has concluded that it is not currently probable that these thresholds will be met. Accordingly, the Company has not recognized a liability for these milestone payments, and they are disclosed as a contingent liability in accordance with IAS 37. The Company will reassess this conclusion at each reporting date and will recognize a liability if and when the recognition criteria under IAS 37 are met.

1. 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 include due to related parties, general and administrative expenses, and transfer and filing fees.

2. Events after the reporting period

Subsequent to the period ended June 30, 2026, the Company issued an aggregate amount of 115,603 common shares pursuant to the exercise of 115,603 warrants at a price between $0.80 and $1.06 per warrant, resulting in proceeds of $108,808.

On July 15, 2026, 348,722 warrants of the Company expired unexercised. On July 31, 2026, 910,015 warrants of the Company expired unexercised. On August 16, 2026, 1,160,970 warrants of the Company expired unexercised.