Rackla Metals Inc.TSXV: RAK

Financial Review for the Second Quarter Ended June 30, 2025

· Issued by Rackla Metals Inc.


FINANCIAL REVIEW Six months ended June 30, 2025


(An Exploration Stage Company)

CONDENSED INTERIM FINANCIAL STATEMENTS

For the six months ended June 30, 2025

(Unaudited - Prepared by Management)

(Expressed in Canadian Dollars)

NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM FINANCIAL STATEMENTS

In accordance with National Instrument 51-102 of the Canadian Securities Administrators, the Company discloses that its external auditors have not reviewed the unaudited condensed interim financial statements for the six months ended June 30, 2025. These condensed interim financial statements have been prepared by management and approved by the Audit Committee and the Board of Directors of the Company.

(An Exploration Stage Company)

CONDENSED INTERIM STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

(Expressed in Canadian Dollars)

June 30,

2025

December 31,

2024

ASSETS

Current assets

Cash (Note 4)

$ 10,012,587

$ 3,264,346

Equity investments (Note 5)

657

2,439

Taxes receivable

46,045

19,817

Prepaid expenses and deposits (Note 13)

397,969

50,416

10,457,258

3,337,018

Non-current assets

Deposits (Note 13)

231,507

104,907

Property and equipment (Note 6)

235,666

133,032

Exploration and evaluation assets (Note 7)

949,389

949,389

1,416,562

1,187,328

TOTAL ASSETS

$ 11,873,820

$ 4,524,346

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities

Accounts payable and accrued liabilities

$ 176,070

$ 157,284

Due to related parties (Note 13)

46,195

41,247

Current portion of lease liabilities (Note 9)

32,819

20,618

Other liability (Note 10)

788,666

196,828

1,043,750

415,977

Non-current liabilities

Lease liabilities (Note 9)

138,138

81,321

Total liabilities

1,181,888

497,298

Shareholders' equity

Share capital (Note 11)

28,776,657

21,156,847

Other equity reserves (Note 11)

1,327,817

1,039,498

Accumulated other comprehensive loss

(59,093)

(57,311)

Deficit

(19,353,449)

(18,111,986)

Total shareholders' equity

10,691,932

4,027,048

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$ 11,873,820

$ 4,524,346

APPROVED BY THE BOARD OF DIRECTORS AND AUTHORIZED FOR ISSUE ON AUGUST 28, 2025:

"Simon Ridgway" "William Katzin"

Simon Ridgway, Director William Katzin, Director

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

(An Exploration Stage Company)

CONDENSED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (UNAUDITED)

(Expressed in Canadian Dollars)

Three months ended June 30, Six months ended June 30,

2025

2024

2025

2024

EXPLORATION EXPENDITURES (Notes 8 and 13)

$ 312,342

$ 652,213

$ 430,545

$ 830,411

GENERAL AND ADMINISTRATIVE EXPENSES

Amortization (Note 6)

11,751

6,341

23,382

11,792

Consulting fees

36,458

-

36,458

25,000

Directors' fees

27,500

10,000

27,500

10,000

Interest expense on lease liability (Note 9)

3,017

492

5,382

1,092

Legal and audit fees

5,103

6,885

5,103

8,003

Management fees (Note 13)

27,000

10,500

54,000

21,000

Office and administrative (Note 13)

27,909

29,005

58,539

55,503

Salaries and benefits (Note 13)

46,149

63,315

88,075

115,603

Share-based payments (Note 12)

394,354

-

394,354

13,691

Shareholder communications (Note 13)

158,267

90,468

277,769

203,728

Transfer agent and regulatory fees (Note 13)

4,644

3,714

16,168

12,588

Travel and accommodation (Note 13)

11,413

15,555

33,067

27,563

753,565

236,275

1,019,797

505,563

(1,065,907)

(888,488)

(1,450,342)

(1,335,974)

Interest income

42,013

13,363

60,843

22,896

Part XII.6 tax (Note 10)

(812)

-

(812)

-

Loss before income taxes

(1,024,706)

(875,125)

(1,390,311)

(1,313,078)

Recovery on flow-through share liability (Note 10)

33,733

64,143

46,562

79,492

Net loss for the period

$ (990,973)

$ (810,982)

$ (1,343,749)

$ (1,233,586)

Other comprehensive loss

Items that will not be reclassified subsequently to profit or loss:

Fair value loss on equity investments (Note 5)

(94)

-

(1,782)

-

Total comprehensive loss

$ (991,067)

$ (810,982)

$ (1,345,531)

$ (1,233,586)

Basic and diluted loss per share

$(0.01)

$(0.01)

$(0.01)

$(0.02)

Weighted average number of common shares outstanding

130,272,692

77,935,401

118,955,523

74,658,044

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

(An Exploration Stage Company)

CONDENSED INTERIM STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

For the six months ended June 30, 2025 and 2024 (Expressed in Canadian Dollars)

Other equity reserves

Number of common shares

Share capital

Share-based payments

Share purchase warrants

Compensation

options

Accumulated

other comprehensive income (loss)

Deficit

Total

Balance, December 31, 2023

71,380,686

$ 16,237,918

$ 789,008

$ 105,690

$ 94,421

$ (58,249) $

(14,944,630)

$ 2,224,158

Net loss for the period

-

-

-

-

-

-

(1,233,586)

(1,233,586)

Shares issued on private placements

26,130,478

3,919,572

-

-

-

-

-

3,919,572

Share issuance costs

-

(193,081)

-

37,731

-

-

-

(155,350)

Fair value of forfeited options

-

-

(1,043)

-

-

-

1,043

-

Share-based payments

-

-

13,691

-

-

-

-

13,691

Balance, June 30, 2024

97,511,164

19,964,409

801,656

143,421

94,421

(58,249)

(16,177,173)

4,768,485

Net loss for the period

-

-

-

-

-

-

(1,934,813)

(1,934,813)

Shares issued on private placements

10,000,000

1,200,000

-

-

-

-

-

1,200,000

Share issuance costs Fair value gain on equity

investments

-

-

(7,562)

-

-

-

-

-

-

-

938

-

-

(7,562)

938

Balance, December 31, 2024

107,511,164

21,156,847

801,656

143,421

94,421

(57,311)

(18,111,986)

4,027,048

Net loss for the period

-

-

-

-

-

-

(1,343,749)

(1,343,749)

Shares issued on private placements

15,705,002

2,355,750

-

-

-

-

-

2,355,750

Options exercised

50,000

7,000

-

-

-

-

-

7,000

Warrants exercised

26,673,625

5,334,726

-

-

-

-

-

5,334,726

Share issuance costs Transfer of other equity

reserve on exercise of warrants

-

-

(120,207)

37,586

-

-

38,792

(37,586)

-

-

-

-

-

(81,415)

-

Transfer of other equity

reserve on exercise of options

-

4,955

(4,955)

-

-

-

-

-

Fair value of expired warrants

-

-

-

(145)

-

-

145

-

Fair value of forfeited options

-

-

(102,141)

-

-

-

102,141

-

Fair value loss on equity investments

-

-

-

-

-

(1,782)

-

(1,782)

Share-based payments

-

-

394,354

-

-

-

-

394,354

Balance, June 30, 2025

149,939,791

$ 28,776,657

$ 1,088,914

$ 144,482

$ 94,421

$ (59,093)

$ (19,353,449)

$ 10,691,932

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

(An Exploration Stage Company)

CONDENSED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED)

(Expressed in Canadian Dollars)

Three months ended June 30, Six months ended June 30,

2025

2024

2025

2024

Cash provided by (used in):

OPERATING ACTIVITIES

Net loss for the period

$ (990,973)

$ (810,982)

$ (1,343,749)

$ (1,233,586)

Items not involving cash:

Amortization

11,751

6,341

23,382

11,792

Recovery on flow-through share liability

(33,733)

(64,143)

(46,562)

(79,492)

Share-based payments

394,354

-

394,354

13,691

Changes in non-cash working capital items:

(618,601)

(868,784)

(972,575)

(1,287,595)

Taxes receivable

(21,607)

(21,184)

(26,228)

152,876

Prepaid expenses

(234,788)

41,734

(347,553)

124,900

Accounts payable and accrued liabilities

31,525

184,366

18,786

(110,149)

Due to related parties

(22,227)

(17,001)

4,948

(14,188)

(865,698)

(680,869)

(1,322,622)

(1,134,156)

FINANCING ACTIVITIES

Proceeds from issuance of capital stock

8,328,876

4,656,184

8,335,876

4,656,184

Share issuance costs

(81,415)

(155,350)

(81,415)

(155,350)

Repayment of lease obligations, net

(9,222)

(4,427)

(15,921)

(8,744)

8,238,239

4,496,407

8,238,540

4,492,090

INVESTING ACTIVITIES

Long-term deposits

(126,600)

-

(126,600)

-

Purchase and lease of equipment

(41,077)

(27,000)

(41,077)

(27,000)

(167,677)

(27,000)

(167,677)

(27,000)

Increase in cash

7,204,864

3,788,538

6,748,241

3,330,934

Cash, beginning of period

2,807,723

724,067

3,264,346

1,181,671

Cash, end of period

$ 10,012,587

$ 4,512,605

$ 10,012,587

$ 4,512,605

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

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended June 30, 2025 and 2024 (Expressed in Canadian Dollars)

  1. CORPORATE INFORMATION

    Rackla Metals Inc. (the "Company") is pursuing opportunities related to exploration of mineral resource properties. The Company was incorporated in the Province of British Columbia on September 20, 2011, and its common shares are listed on the TSX Venture Exchange ("TSX-V") under the symbol RAK.

    The address of the Company's corporate office and principal place of business is Suite 1000, 1111 Melville Street, Vancouver, BC V6E 3V6, Canada.

  2. BASIS OF PREPARATION

    These condensed interim financial statements are prepared in accordance with International Accounting Standard ("IAS") 34 Interim Financial Reporting under IFRS Accounting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB"). These condensed interim financial statements follow the same accounting policies and methods of application as the most recent annual financial statements of the Company. These condensed interim financial statements do not contain all of the information required for full annual financial statements. Accordingly, these condensed interim financial statements should be read in conjunction with the Company's most recent annual financial statements, which were prepared in accordance with IFRS as issued by the IASB.

    Basis of Measurement

    These condensed interim financial statements have been prepared on the historical cost basis, except for certain financial instruments carried at fair value. In addition, these condensed interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

    The presentation and functional currency of the Company is the Canadian dollar.

    The preparation of financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The areas involving a higher degree of judgment of complexity, or areas where assumptions and estimates are significant to the condensed interim financial statements are disclosed in Note 3.

    Ability to Continue as a Going Concern

    These financial statements have been presented on the basis that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Realization values may be substantially different from the carrying values shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material. At June 30, 2025, the Company has not yet achieved profitable operations, has an accumulated deficit of $19,353,449 (December 31, 2024: $18,111,986) since inception, and is expected to incur further losses in the development of its business, all of which raise significant doubt about its ability to continue as a going concern. The Company will periodically have to raise additional financing in order to acquire and conduct work programs on mineral properties and meet its ongoing levels of corporate overhead and discharge its liabilities as they come due. While the Company has been successful in securing funding in the past, there is no assurance that it will be able to do so in the future.

    (An Exploration Stage Company)

    NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

    For the six months ended June 30, 2025 and 2024 (Expressed in Canadian Dollars)

  3. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

    The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.

    The effect of a change in an accounting estimate is recognized prospectively by including it in profit or loss in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both.

    The key areas of judgment applied in the preparation of the condensed interim financial statements that could result in a material adjustment to the carrying amounts of assets and liabilities are as follows:

    1. Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company's title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

    2. The application of the Company's accounting policy for exploration and evaluation expenditures requires judgment in determining whether it is likely that future economic benefits will flow to the Company.

      Assets or CGUs are evaluated at each reporting date to determine whether there are any indications of impairment. The Company considers both internal and external sources of information when making the assessment of whether there are indications of impairment for the Company's exploration and evaluation assets.

      In respect of costs incurred for its investment in exploration and evaluation assets, management has determined the acquisition costs that have been capitalized may not be economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefit, including access to financing to further exploration and development, geologic and metallurgic information, economics assessment/studies, accessible facilities, and existing permits.

    3. Although the Company has taken steps to identify any decommissioning liabilities related to mineral properties in which it has an interest, there may be unidentified decommissioning liabilities present.

    4. The Company applies judgment in determining whether a lease contract contains an identified asset, whether they have the right to control the asset, and the lease term. The lease term is based on considering facts and circumstances, both qualitative and quantitative, that can create an economic incentive to exercise renewal options. Management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not to exercise a termination option.

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

The key estimates applied in the preparation of the condensed interim financial statements that could result in a material adjustment to the carrying amounts of assets and liabilities are as follows:

  1. Option pricing models require the input of highly subjective assumptions, including the expected price volatility and options expected life. Changes in these assumptions can materially affect the fair value estimate and, therefore, the existing models do not necessarily provide a reliable single measure of the fair value of the Company's stock options.

    (An Exploration Stage Company)

    NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

    For the six months ended June 30, 2025 and 2024 (Expressed in Canadian Dollars)

    1. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (cont'd)

      Key estimates (cont'd)

  2. The Company uses estimation in determining the incremental borrowing rate used to measure a lease liability. Where the rate implicit in the lease is not readily determinable, the discount rate of the lease obligations is estimated using a discount rate similar to the Company's specific borrowing rate.

  1. CASH

    Cash at banks is held in interest-bearing and non-interest-bearing accounts. As at June 30, 2025, the Company's cash in hand totaled $10,012,587 (December 31, 2024: $3,264,346), of which $3,511,655 (December 31, 2024: $1,673,034) is reserved for flow-through eligible activities during the 2025 and 2026 fiscal years (Note 10).

  2. EQUITY INVESTMENTS

    As of June 30, 2025, equity investments consisted of 18,750 common shares of Bronco Resources Corp. ("Bronco"), a public company, and 200,000 common shares of Voyager Gold Corp. ("Voyager"), a private company with a common director. The private company shares were initially measured at fair value and subsequently written down to $1.

    As at June 30, 2025, the carrying amount for the equity investments was $657 (December 31, 2024: $2,439).

    During the period ended June 30, 2025, there was a decrease in fair value of the Bronco shares by $1,782 (2024: increase in fair value of $938). This amount was recorded as a fair value loss in other comprehensive income (loss).

    Bronco

    Voyager

    Total

    Balance, December 31, 2023

    $ 1,500

    $ 1

    $ 1,501

    Change in fair value

    938

    -

    938

    Balance, December 31, 2024

    2,438

    1

    2,439

    Change in fair value

    (1,782)

    -

    (1,782)

    Balance, June 30, 2025

    $ 656

    $ 1

    $ 657

    (An Exploration Stage Company)

    NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

    For the six months ended June 30, 2025 and 2024 (Expressed in Canadian Dollars)

  3. PROPERTY AND EQUIPMENT

    Computer equipment

    Camp equipment

    Field equipment

    Leasehold improvements

    Vehicles (Note 9)

    Right-of-use

    assets

    (Note 9) Total

    Cost

    Balance, December 31, 2023

    $ 2,996

    $ -

    $ -

    $ -

    $ -

    $ 41,982

    $ 44,978

    Additions

    -

    -

    -

    7,326

    27,000

    94,926

    129,252

    Balance, December 31, 2024

    2,996

    -

    -

    7,326

    27,000

    136,908

    174,230

    Additions

    3,338

    5,104

    10,635

    -

    22,000

    84,939

    126,016

    Balance, June 30, 2025

    $ 6,334

    $ 5,104

    $ 10,635

    $ 7,326

    $ 49,000

    $ 221,847

    $ 300,246

    Accumulated amortization

    Balance, December 31, 2023

    $ 449

    $ -

    $ -

    $ -

    $ -

    $ 14,014

    $ 14,463

    Charge for the year

    764

    -

    -

    120

    3,600

    22,251

    26,735

    Balance, December 31, 2024

    1,213

    -

    -

    120

    3,600

    36,265

    41,198

    Charge for the period

    392

    128

    266

    721

    3,800

    18,075

    23,382

    Balance, June 30, 2025

    $ 1,605

    $ 128

    $ 266

    $ 841

    $ 7,400

    $ 54,340

    $ 64,580

    Carrying amounts

    At December 31, 2024

    $ 1,783

    $ -

    $ -

    $ 7,206

    $ 23,400

    $ 100,643

    $ 133,032

    At June 30, 2025

    $ 4,729

    $ 4,976

    $ 10,369

    $ 6,485

    $ 41,600

    $ 167,507

    $ 235,666

  4. EXPLORATION AND EVALUATION ASSETS

    The Company has capitalized the following acquisition costs of its mineral property interests during the period ended June 30, 2025:

    Tombstone

    Gold Belt

    Gossan,

    Yukon

    Total

    Balance, December 31, 2023

    $ 946,552

    $ 16,420

    $ 962,972

    Acquisition costs - cash

    1,881

    -

    1,881

    Write-off acquisition costs

    (15,464)

    -

    (15,464)

    Balance, December 31, 2024

    932,969

    16,420

    949,389

    Balance, June 30, 2025

    $ 932,969

    $ 16,420

    $ 949,389

    Details of the Company's mineral property interests are disclosed in full in the financial statements for the year ended December 31, 2024. Significant mineral property transactions that have occurred since December 31, 2024 are the following:

    Grad Property

    During the 2024 fiscal year, the Company staked five claims for the Grad Property in the Tombstone Gold Belt in the Northwest Territories and recorded acquisition costs totalling $1,881. Subsequent to June 30, 2025, the Company has staked an additional four claims, bringing the total number of Grad claims held to nine.

    (An Exploration Stage Company)

    NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

    For the six months ended June 30, 2025 and 2024 (Expressed in Canadian Dollars)

  5. EXPLORATION EXPENDITURES

    During the six-month period ended June 30, 2025, the Company incurred the following exploration expenditures:

    Tombstone

    Gold Belt Projects

    Other

    Total

    Administration

    $ 150

    $ 4,079

    $ 4,229

    Assays

    5,353

    -

    5,353

    Camp expense

    26,191

    2,700

    28,891

    Equipment rentals

    6,500

    -

    6,500

    Field expense

    45,056

    1,166

    46,222

    Geological fees

    70,679

    18,936

    89,615

    Geophysical surveys

    2,800

    -

    2,800

    Licenses and taxes

    10,541

    201

    10,742

    Repairs and maintenance

    48,277

    -

    48,277

    Salaries and benefits

    107,050

    31,599

    138,649

    Shipping

    45,016

    -

    45,016

    Transportation

    50,665

    16,790

    67,455

    418,278

    75,471

    493,749

    Expenditure recoveries

    -

    (63,204)

    (63,204)

    $ 418,278

    $ 12,267

    $ 430,545

    During the six-month period ended June 30, 2024, the Company incurred the following exploration expenditures:

    Tombstone Gold Belt

    Projects

    Gossan, Yukon

    Other

    Total

    Administration

    $ 2,074

    $ 35

    $ 91

    $ 2,200

    Assays

    9,606

    -

    6,622

    16,228

    Camp expense

    202,953

    -

    961

    203,914

    Community relations

    1,000

    -

    500

    1,500

    Field expense

    38,244

    -

    3,811

    42,055

    Geological fees

    86,139

    124

    41,487

    127,750

    Geophysical

    21,403

    -

    -

    21,403

    Licenses and taxes

    18,031

    918

    -

    18,949

    Salaries and benefits

    129,553

    5,067

    43,154

    177,774

    Shipping

    30,712

    -

    -

    30,712

    Transportation

    160,323

    47

    27,556

    187,926

    $ 700,038 $ 6,191 $ 124,182

    $ 830,411

    (An Exploration Stage Company)

    NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

    For the six months ended June 30, 2025 and 2024 (Expressed in Canadian Dollars)

  6. LEASE LIABILITIES

    The Company has a four-year lease agreement, beginning May 1, 2025, for an excavator used for exploration activities. During the period ended June 30, 2025, the Company recognized $84,939 for a right-of-use asset ("ROU asset") (Note 6) and $84,939 for a lease liability. The lease liability was measured at the present value of the remaining lease payments and discounted using an incremental borrowing rate of 12%.

    The Company had a two-year lease agreement, beginning May 1, 2023, for a vehicle used for exploration activities. The Company recognized $41,982 for a ROU asset and $35,344 for a lease liability. During the period ended June 30, 2025, upon the expiry of the lease, the Company purchased the vehicle for the buyout value of $22,000 (Note 6).

    The Company co-signed with two related parties, Radius Gold Inc. ("Radius") and Volcanic Gold Mines Inc. ("Volcanic"), a lease agreement for shared headquarter office space in Vancouver, British Columbia. The term of the lease is five years, commencing on January 1, 2025, with the Company taking early possession of the office space in December 2024. During the 2024 fiscal year, the Company recognized $94,926 for a ROU asset (Note 6) and $94,926 for a lease liability.

    Excavator

    Office lease

    Vehicle

    Total

    Lease liability recognized as of December 31, 2023

    $ -

    $ -

    $ 24,374

    $ 24,374

    Lease liability recognized during the year

    -

    94,926

    -

    94,926

    Lease payments

    -

    -

    (19,672)

    (19,672)

    Lease interest

    -

    597

    1,714

    2,311

    Lease liability recognized as of December 31, 2024

    -

    95,523

    6,416

    101,939

    Lease liability recognized during the period

    84,939

    -

    -

    84,939

    Lease payments

    (4,382)

    (10,364)

    (6,557)

    (21,303)

    Lease interest

    800

    4,441

    141

    5,382

    Lease liability recognized as of June 30, 2025

    $ 81,357

    $ 89,600

    $ -

    $ 170,957

    Current portion

    $ 17,946

    $ 14,873

    $ -

    $ 32,819

    Long-term portion

    63,411

    74,727

    -

    138,138

    $ 81,357

    $ 89,600

    $ -

    $ 170,957

    (An Exploration Stage Company)

    NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

    For the six months ended June 30, 2025 and 2024 (Expressed in Canadian Dollars)

  7. OTHER LIABILITY

    Other liability is the liability portion of flow-through shares issued.

    Issued on Sep 19, 2023 Issued on May 30, 2024 Issued on Jun 11, 2024 Issued on April 23, 2025 Total

    Balance at December 31, 2023 Liability incurred on flow-through

    shares issued

    $ 71,649

    -

    $ -

    500,000

    $ -

    236,612

    $ -

    -

    $ 71,649

    736,612

    Settlement of flow-through share

    liability on incurring expenditures

    (71,649)

    (500,000)

    (39,784)

    -

    (611,433)

    Balance at December 31, 2024 Liability incurred on flow-through

    shares issued

    -

    -

    -

    -

    196,828

    -

    -

    638,400

    196,828

    638,400

    Settlement of flow-through share liability on incurring expenditures

    -

    -

    (46,562)

    -

    (46,562)

    Balance at June 30, 2025

    $

    -

    $

    -

    $

    150,266

    $

    638,400

    $

    788,666

    Other liabilities arise on the issuance of flow-through shares when the price of each flow-through share exceeds the market value of non-flow-through common shares at that time. This premium paid is recorded as a flow-through share liability. The flow-through share liability is settled as eligible flow-through expenditures are incurred with the offset being recorded as a recovery on flow-through share liability in comprehensive income or loss.

    On September 19, 2023, the Company closed a flow-through private placement by issuing 5,769,000 common shares at a deemed price of $0.274 per share for gross flow-through proceeds of $1,580,706. The flow-through shares were issued at a premium of $144,225 over market value. During the 2024 fiscal year, the Company had fulfilled its commitment of $1,580,706 and recorded a Part XII.6 tax expense of $10,587. During the period ended June 30, 2025, an additional Part XII.6 tax expense of $812 was recorded.

    On May 30, 2024, the Company closed a flow-through private placement by issuing 8,333,333 common shares at a price of $0.21 per share for gross flow-through proceeds of $1,750,000. The flow-through shares were issued at a premium of $500,000 over market value. During the 2024 fiscal year, the Company had fulfilled its commitment of $1,750,000.

    On June 11, 2024, the Company closed a flow-through private placement by issuing 11,830,611 common shares at a price of $0.17 per share for gross flow-through proceeds of $2,011,204. The flow-through shares were issued at a premium of $236,612 over market value. As at June 30, 2025, the Company had incurred

    $733,949 of its commitment. The remaining commitment of $1,277,255 in exploration expenditures is subject to the look-back rule and must be incurred by December 31, 2025.

    On April 23, 2025, the Company closed a flow-through private placement by issuing 10,640,000 common shares at a price of $0.21 per share for gross flow-through proceeds of $2,234,400. The flow-through shares were issued at a premium of $638,400 over market value. As at June 30, 2025, the Company had incurred

    $Nil of its commitment. The remaining commitment of $2,234,400 in exploration expenditures and must be incurred by December 31, 2026.

    If the Company does not spend its remaining flow-through funds in compliance with the Government of Canada flow-through regulations, it may be subject to indemnification or other claims by the flow-through subscribers.

    (An Exploration Stage Company)

    NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

    For the six months ended June 30, 2025 and 2024 (Expressed in Canadian Dollars)

  8. SHARE CAPITAL AND RESERVES
    1. Common Shares

      The Company is authorized to issue an unlimited number of common shares without par value. During the period ended June 30, 2025 the following share capital activity occurred:

      1. The Company closed a charity flow-through private placement financing of 10,640,000 units at

        $0.21 per unit for gross proceeds of $2,234,400. Each unit consists of one common share and one-half of a warrant, with each whole warrant entitling the holder to purchase one additional common share of the Company as a price of $0.15 for one year. The gross proceeds for the flow-through shares were bifurcated with $1,596,000 being allocated to share capital and $638,400 being charged as other liability (Note 10).

        The Company closed a private placement financing of 5,065,002 units at $0.15 per unit for gross proceeds of $759,750. Each unit consists of one common share and one-half of a warrant, with each whole warrant entitling the holder to purchase one additional common share of the Company as a price of $0.15 for one year.

        In connection with these financings, the Company paid cash finders' fees totalling $35,962, issued 239,750 share purchase warrants with the same terms as the private placement warrants, and incurred other cash costs totalling $43,420. The fair value of the finders' fee warrants was $38,792 and was recorded as share issuance costs and an offset to other equity reserve. The fair value of each finders' fee warrant has been estimated as of the date of the issuance using the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 2.6%, dividend yield of 0%, volatility of 143% and expected life of one year.

      2. A total of 26,673,625 warrants with an exercise price of $0.20 per share were exercised for gross proceeds of $5,334,726.

      3. A total of 50,000 stock options were exercised for proceeds of $7,000.

        During the period ended June 30, 2024 the following share capital activity occurred:

        1. The Company closed a flow-through private placement financing of 8,333,333 units at $0.21 per unit for gross proceeds of $1,750,000. Each unit consists of one common share and one share purchase warrant. Each warrant entitles the holder to purchase one additional common share exercisable for one year at a price of $0.20. The gross proceeds for the flow-through shares were bifurcated with $1,250,000 being allocated to share capital and $500,000 being charged as other liability.

        2. The Company closed a flow-through private placement financing of 11,830,611 units at $0.17 per unit for gross proceeds of $2,011,204. Each unit consists of one common share and one share purchase warrant. Each warrant entitles the holder to purchase one additional common share exercisable for one year at a price of $0.20. The gross proceeds for the flow-through shares were bifurcated with $1,774,592 being allocated to share capital and $236,612 being charged as other liability.

        3. The Company closed a private placement financing of 5,966,534 units at $0.15 per unit for gross proceeds of $894,980. Each unit consists of one common share and one share purchase warrant. Each warrant entitles the holder to purchase one additional common share exercisable for one year at a price of $0.20. Share issuance costs associated with this financing totalled $5,294.

        (An Exploration Stage Company)

        NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

        For the six months ended June 30, 2025 and 2024 (Expressed in Canadian Dollars)

        1. SHARE CAPITAL AND RESERVES (cont'd)
    2. Share Purchase Warrants

      The following is a summary of changes in share purchase warrants from January 1, 2024 to June 30, 2025:

      Number of warrants

      Weighted average

      exercise price

      Balance, December 31, 2023

      16,876,500

      $0.38

      Issued

      26,675,725

      $0.20

      Expired

      (6,307,500)

      $0.35

      Balance, December 31, 2024

      37,244,725

      $0.26

      Issued

      8,092,251

      $0.15

      Exercised

      (26,673,625

      $0.20

      Expired

      (2,100)

      $0.20

      Balance, June 30, 2025

      18,661,251

      $0.29

      During the period ended June 30, 2025, $37,586 (2024: $Nil) was transferred from reserves to share capital due to the exercise of warrants and $145 (2024: $Nil) was transferred from reserves to deficit due to the expiry of warrants.

      As at June 30, 2025, the following share purchase warrants were outstanding:

      Expiry date

      Number of

      warrants

      Exercise

      price

      September 19, 2025

      10,569,000

      $0.40

      April 23, 2026

      8,092,251

      $0.15

      18,661,251

    3. Compensation Options

During the 2023 fiscal year, a total of 456,140 compensation options with an exercise price of $0.25 per option were granted. Each compensation option is exercisable until September 19, 2025 to purchase one common share of the Company and one share purchase warrant. Each share purchase warrant is exercisable to purchase one common share of the Company at $0.40 until September 19, 2025.

Compensation options outstanding as of June 30, 2025 totaled 456,140 (December 31, 2024: 456,140).

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended June 30, 2025 and 2024 (Expressed in Canadian Dollars)

  1. SHARE-BASED PAYMENTS
Option Plan Details

The Company has in place a stock option plan (the "Plan") that allows the Board of Directors to grant incentive stock options to the Company's officers, directors, employees, and consultants. The exercise price of stock options granted is determined by the Board of Directors at the time of the grant in accordance with the terms of the Plan and the policies of the TSX-V. Options vest on the date of granting unless stated otherwise. Options granted to investor relations consultants vest in accordance with TSX-V regulation. The options are for a maximum term of ten years.

Share Purchase Options

The following is a summary of changes in options for the period ended June 30, 2025:

During the period

Expiry date

Exercise

price

Opening

balance

Granted

Exercised

Expired /

forfeited

Closing

balance

Vested and

exercisable

January 9, 2025

$0.365

200,000

-

-

(200,000)

-

-

May 2, 2029

$0.10

395,000

-

(10,000)

-

385,000

385,000

May 27, 2030

$0.14

25,000

-

-

-

25,000

25,000

January 9, 2033

$0.365

2,130,000

-

-

(190,000)

1,940,000

1,940,000

March 4, 2034

$0.15

140,000

-

(40,000)

-

100,000

100,000

April 3, 2035

$0.20

-

890,000

-

-

890,000

890,000

April 16, 2035

$0.25

-

1,000,000

-

-

1,000,000

1,000,000

2,890,000

1,890,000

(50,000)

(390,000)

4,340,000

4,340,000

Weighted average

exercise price

$0.32

$0.23

$0.14

$0.37

$0.27

$0.27

The following is a summary of changes in options for the period ended June 30, 2024:

During the period

Expiry date

Exercise

price

Opening

balance

Granted

Exercised

Expired /

forfeited

Closing

balance

Vested and

exercisable

January 9, 2025

$0.365

200,000

-

-

-

200,000

200,000

May 2, 2029

$0.10

405,000

-

-

(10,000)

395,000

395,000

May 27, 2030

$0.14

25,000

-

-

-

25,000

25,000

January 9, 2033

$0.365

2,130,000

-

-

-

2,130,000

2,130,000

March 4, 2034

$0.15

-

140,000

-

-

140,000

140,000

2,760,000

140,000

-

(10,000)

2,890,000

2,890,000

Weighted average

exercise price

$0.32

$0.15

-

$0.10

$0.32

$0.32

During the period ended June 30, 2025, $4,955 (2024: $Nil) was transferred from reserves to share capital due to the exercise of options and $102,141 (2024: $1,043) was transferred from reserves to deficit due to the expiry and forfeiture of options.

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended June 30, 2025 and 2024 (Expressed in Canadian Dollars)

  1. SHARE-BASED PAYMENTS (cont'd) Fair Value of Options Issued During the Period

    The weighted average fair value at grant date of 1,890,000 options granted during the period ended June 30, 2025 was $0.21 per option. The fair value at grant date of 140,000 options granted during the period ended June 30, 2024 was $0.10 per option.

    The weighted average remaining contractual life of the options outstanding at June 30, 2025 is 8.20 years (December 31, 2024: 7.00 years).

    During the period ended June 30, 2025, the weighted average share price on the day the options were exercised was $0.23. No options were exercised during the period ended June 30, 2024.

    Options Issued to Employees

    The fair value at grant date is determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the share price at grant date, the expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.

    Options Issued to Non-Employees

    Options issued to non-employees are measured based on the fair value of the goods or services received at the date of receiving those goods or services. If the fair value of the goods or services received cannot be estimated reliably, the options are measured by determining the fair value of the options granted using the Black-Scholes option pricing model.

    The weighted average model inputs for options granted during the period ended June 30, 2025 included a risk-free interest rate of 3.05%, dividend yield of 0%, volatility of 105% and expected life of ten years. The model inputs for options granted during the period ended June 30, 2024 included a risk-free interest rate of 3.34%, dividend yield of 0%, volatility of 100% and expected life of ten years.

    The expected volatility is based on the historical volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information. The risk-free rate of return is the yield on a zero-coupon Canadian Treasury Bill of a term consistent with the assumed option life. The expected average option term is the average expected period to exercise, based on the historical activity patterns for each individually vesting tranche.

    Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in these assumptions can materially affect the fair value estimate.

    Expenses Arising from Share-based Payments Transactions

    Total expenses arising from the share-based payment transactions related to the granting of stock options and recognized as part of share-based payments expense during the period ended June 30, 2025 was

    $394,354 (2024: $13,691).

    As of June 30, 2025, there were no unrecognized costs related to share-based payment awards.

    (An Exploration Stage Company)

    NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

    For the six months ended June 30, 2025 and 2024 (Expressed in Canadian Dollars)

  2. RELATED PARTY TRANSACTIONS

    The Company had transactions during the periods ended June 30, 2025 and 2024 with related parties consisting of directors, officers and the following companies with common directors:

    Related party Nature of transactions

    Gold Group Management Inc. ("Gold Group") Shared office and administrative related charges Radius Shared office lease

    Volcanic Shared office lease

    Mill Street Services Ltd. ("Mill Street") Management services Hephaestus Consulting Services Inc. ("Hephaestus") Directors' fees

    Balances and transactions with related parties not disclosed elsewhere in these condensed interim financial statements are as follows:

    1. During the periods ended June 30, 2025 and 2024, the Company reimbursed Gold Group for the following costs:

      Three months

      ended June 30,

      Six months

      ended June 30,

      2025

      2024

      2025

      2024

      General and administrative expenses: Office and administration

      $ 14,967

      $ 24,006

      $ 32,386

      $ 43,579

      Salaries and benefits

      45,727

      62,870

      87,653

      115,158

      Shareholder communications

      9,224

      2,696

      27,797

      14,747

      Transfer agent and regulatory fees

      22

      856

      2,937

      2,269

      Travel and accommodation

      11,414

      8,544

      21,456

      15,336

      $ 81,354

      $ 98,972

      $ 172,229

      $ 191,089

      Exploration expenditures $ 4,676

      $ 77,539

      $ 24,167

      $ 132,946

      Gold Group is owned by the Chief Executive Officer of the Company and is reimbursed by the Company for certain shared costs and other business-related expenses paid by Gold Group on behalf of the Company. Salaries and benefits costs paid to Gold Group for the period ended June 30, 2025 include those for the Chief Financial Officer and Corporate Secretary (2024: include those for Chief Financial Officer, Corporate Secretary, and former Vice President Corporate Development).

    2. Deposits as of June 30, 2025 consist of $61,000 (December 31, 2024: $61,000) paid to Gold Group and are related to the shared office and administrative services agreement with Gold Group. Upon termination of the agreement, the deposits, less any outstanding amounts owing to Gold Group, are to be refunded to the Company.

    3. Amounts due to related parties as of June 30, 2025 consist of $34,616 (December 31, 2024: $38,747) due to Gold Group, $4,079 to Radius for shared exploration costs (December 31, 2024: $Nil), $7,500 due to current Directors for directors' fees (December 31, 2024: $Nil), and $Nil (December 31, 2024:

$2,500) due to a former Director of the Company for directors' fees. The balance due to Gold Group is collateralized by a deposit and the balance due to others were unsecured, non-interest bearing and due on demand.

These transactions are measured at fair value of the services rendered.

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended June 30, 2025 and 2024 (Expressed in Canadian Dollars)

  1. RELATED PARTY TRANSACTIONS (cont'd) Key management compensation

    Key management personnel are persons responsible for planning, directing, and controlling the activities of an entity, and include certain directors and officers. Key management compensation comprises:

    Three months ended June 30, Six months ended June 30,

    2025

    2024

    2025

    2024

    Exploration expenditures:

    Geological fees

    $ 18,000

    $ -

    $ 36,000

    $ -

    Salaries and benefits

    48,000

    48,000

    96,000

    96,000

    General and administrative expenses:

    Management fees

    27,000

    10,500

    54,000

    21,000

    Salaries and benefits

    Share-based payments (value of stock

    9,750

    27,718

    19,283

    50,637

    options granted and vested) 77,769

    -

    77,769

    -

    $ 180,519

    $ 86,218

    $ 283,052

    $ 167,637

  2. COMMITMENT

    The Company has entered into a shared operating lease agreement for its office premises and paid a security deposit of $3,907. The term of the lease is five years, commencing January 1, 2025 and includes an early termination option whereby the Company and the other two co-signers of the lease agreement can terminate the lease upon the third anniversary date with a payment equal to two months gross rent. The Company's portion of annual commitments under the lease, if the early termination option is not exercised, are as follows:

    2025

    $ 19,363

    2026

    40,798

    2027

    43,759

    2028

    41,612

    2029

    44,648

    $ 190,180

    (An Exploration Stage Company)

    NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

    For the six months ended June 30, 2025 and 2024 (Expressed in Canadian Dollars)

  3. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

    The Company is exposed to the following financial risks:

    • Market Risk

    • Credit Risk

    • Liquidity Risk

In common with all other businesses, the Company is exposed to risks that arise from its use of financial instruments. This note describes the Company's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these condensed interim financial statements.

General Objectives, Policies and Processes

The Board of Directors has overall responsibility for the determination of the Company's risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Company's management. The Board of Directors receives periodic reports through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company's competitiveness and flexibility. Further details regarding these policies are set out below.

  1. Market Risk

    Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. Market prices affecting the Company are comprised of the following types of risk: interest rate risk and equity price risk. The Company is not exposed to the risk related to the fluctuation of foreign currency rates.

    Interest Rate Risk

    Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company does not have any borrowings. Interest rate risk is limited to potential decreases on the interest rate offered on cash held with chartered Canadian financial institutions. The Company considers this risk to not be significant.

    Equity Price Risk

    Equity price risk is the uncertainty associated with the valuation of assets arising from changes in equity markets. The Company's equity investments are exposed to equity price risk due to the potentially volatile and speculative nature of the businesses in which the equity investments are held. The common shares held in Bronco and Voyager are monitored by management with decisions on sale taken at Board level. A 10% change in fair value of the shares would result in a $65 increase or decrease in comprehensive loss.

  2. Credit Risk

    Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its cash and equity investments. The Company limits exposure to credit risk by maintaining its cash with chartered Canadian financial institutions. The Company does not have cash or equity investments that are invested in asset-based commercial paper.

    (An Exploration Stage Company)

    NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

    For the six months ended June 30, 2025 and 2024 (Expressed in Canadian Dollars)

    1. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (cont'd)
  3. Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's approach to managing liquidity risk is to provide reasonable assurance that it will have sufficient funds to meet liabilities when due. The Company manages its liquidity risk by forecasting cash flows required by operations and anticipated investing and financing activities. At June 30, 2025, the Company had working capital of $9,413,508 (December 31, 2024: $2,921,041). All of the Company's financial liabilities, with the exception of a flow-through and Part XII.6 tax liabilities (Note 10) and lease liabilities (Notes 9 and 14), have contractual maturities of less than 45 days and are subject to normal trade terms.

Determination of Fair value

Fair values have been determined for measurement and/or disclosure purposes based on the following methods. All financial instruments at June 30, 2025 are carried at amortized cost, apart from the equity investment in a public company with shares in an active market of $656 (December 31, 2024: $2,438), which is carried at fair value. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

The statement of financial position carrying amounts for cash, accounts payables and accrued liabilities, and due to related parties approximates fair value due to their short-term nature. Due to the use of subjective judgments and uncertainties in the determination of fair values these values should not be interpreted as being realizable in an immediate settlement of the financial instruments.

Fair Value Hierarchy

Financial instruments that are measured subsequent to initial recognition at fair value are grouped in Levels 1 to 3 based on the degree to which the fair value is observable:

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

Level 2 Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3 Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The equity investment in Bronco is based on a quoted price and is therefore considered to be Level 1.

The equity investment in Voyager was recorded at fair value when it was received and assessed for impairment as at June 30, 2025 and December 31, 2024. This investment is considered to be Level 3.

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended June 30, 2025 and 2024 (Expressed in Canadian Dollars)

  1. CAPITAL MANAGEMENT

    The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to advance its mineral properties. The Company defines its capital as all components of equity. In order to facilitate the management of its capital requirements, the Company prepares periodic budgets that are updated as necessary. The Company manages its capital structure and makes adjustments to it to effectively support the acquisition and exploration of mineral properties. The properties in which the Company currently has an interest are in the exploration stage; as such, the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for general administrative costs, the Company will spend its existing capital resources and aim to raise additional amounts as needed. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

    Management reviews its capital management approach on an on-going basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management during the period ended June 30, 2025. The Company's investment policy is to hold cash in interest-bearing bank accounts and/or highly liquid short-term interest-bearing investments with maturities of one year or less and which can be liquidated at any time without penalties. The Company currently is not subject to any externally imposed capital requirements. The Company expects its current capital resources to be sufficient to cover its existing flow-through expenditure commitment and cover corporate operating costs and other potential exploration and/or mineral property acquisition costs through the next twelve months. Actual funding requirements may vary from those planned due to a number of factors, including the level of exploration activity and possible property acquisition opportunities.

  2. SEGMENTED REPORTING

    The Company is organized into business units based on mineral properties and has one reportable operating segment, being that of acquisition and exploration and evaluation activities. All of the Company's long-term assets and operations are in Canada.

  3. EVENTS AFTER THE REPORTING DATE

    Subsequent to June 30, 2025, the following events which have not been disclosed elsewhere in these financial statements have occurred:

    1. A total of 585,000 options with exercise prices ranging from $0.14 to $0.365 per share were exercised for gross proceeds of $139,500.

    2. A total of 5,890,575 warrants with exercise prices ranging from $0.15 to $0.40 per share were exercised for gross proceeds of $2,307,886.

    3. A total of 347,000 compensation options with an exercise price of $0.25 per unit were exercised for gross proceeds of $86,750.



(the "Company") INTERIM MANAGEMENT'S DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS For the Six Months Ended June 30, 2025

General

This interim Management's Discussion and Analysis ("Interim MD&A") supplements, but does not form part of, the unaudited condensed interim financial statements of the Company for the six months ended June 30, 2025. The following information, prepared as of August 28, 2025, should be read in conjunction with the Company's unaudited condensed interim financial statements for six months ended June 30, 2025 and the related notes contained therein. The Company reports its financial position, results of operations and cash flows in accordance with IFRS Accounting Standards ("IFRS"). In addition, the following should be read in conjunction with the audited annual financial statements of the Company for the year ended December 31, 2024 and the related MD&A. All amounts are expressed in Canadian dollars unless otherwise indicated. The June 30, 2025 financial statements have not been reviewed by the Company's auditors.

Additional information relevant to the Company's activities can be found on SEDAR+ at https://www.sedarplus.ca.

Forward-looking Information

This Interim MD&A contains certain statements which constitute forward-looking information within the meaning of applicable Canadian securities legislation ("Forward-looking Statements"). All statements included herein, other than statements of historical fact, are Forward-looking Statements and are subject to a variety of known and unknown risks and uncertainties which could cause actual events or results to differ materially from those reflected in the Forward-looking Statements. The Forward-looking Statements in this Interim MD&A include, without limitation, statements relating to the Company's plans for exploration of its properties; the sufficiency of the Company's cash position; and its ability to raise equity capital or access debt facilities. Often, but not always, these Forward-looking Statements can be identified by the use of words such as "anticipates", "believes", "plans", "estimates", "expects", "forecasts", "scheduled", "targets", "possible", "strategy", "potential", "intends", "advance", "goal", "objective", "projects", "budget", "calculates" or statements that events, "will", "may", "could" or "should" occur or be achieved and similar expressions, including negative variations.

Forward-looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by the Forward-looking Statements. Such uncertainties and factors include, among others:

  • risks associated with mineral exploration and development activities;

  • due diligence investigations on potential investments not identifying all relevant facts;

  • fluctuations in commodity prices, foreign exchange rates, and interest rates;

  • credit and liquidity risks;

  • changes in national and local government legislation, taxation, controls, regulations and political or economic developments in countries in which the Company does or may carry on business;

  • reliance on key personnel;

  • property title matters and local community relationships;

  • risks associated with potential legal claims generally or with respect to environmental matters;

  • dilution from further equity financing;

  • competition;

  • uncertainties relating to general economic conditions; and

  • risks relating to pandemics, epidemics and public health crises, and the impact they might have on the

    Company's business, operations, financial condition and share price;

    as well as those factors referred to in the "Risks and Uncertainties" section in this Interim MD&A.

    Forward-looking Statements contained in this Interim MD&A are based on the assumptions, beliefs, expectations and opinions of management, including but not limited to:

  • all required third party contractual, regulatory and governmental approvals will be obtained for the

    exploration and development of the Company's properties;

  • due diligence investigations on potential investments will reveal all relevant facts;

  • there being no significant disruptions affecting operations, whether relating to labour, supply, power, damage to equipment or other matters;

  • permitting, exploration and/or development activities proceeding on a basis consistent with the Company's

    current expectations;

  • expected trends and specific assumptions regarding commodity prices and currency exchange rates; and

  • prices for and availability of fuel, electricity, equipment and other key supplies remaining consistent with current levels.

These Forward-looking Statements are made as of the date hereof and the Company disclaims any obligation to update any Forward-looking Statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that Forward-looking Statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on Forward-looking Statements.

Business of the Company

The Company is a Vancouver-based junior gold exploration company with projects in the Northwest Territories ("NWT") and Yukon, Canada. Since 2022, the Company has been consolidating an extensive land position in the eastern Tombstone Gold Belt, part of the Tintina Gold Province, that extends through the southeast Yukon and into the NWT.

During the 2024 exploration season, the Company launched an aggressive program in the eastern portion of the Belt, resulting in the discovery of the BiTe showing on the Grad Property in the NWT. In July 2025, the Company commenced a maiden drill program at Grad. See "Property Review - Grad Property" below.

Financing

On April 23, 2025, the Company closed a non-brokered private placement financing to raise total gross proceeds of

$2.99 million (the "Offering"). The Offering consisted of a $2,234,400 charity flow-through unit offering at a price of $0.21 per unit, and a $759,750 hard-dollar unit offering at a price of $0.15 per unit. Each unit consists of one

common share of the Company and one-half of a warrant, with each whole warrant entitling the holder to purchase one additional common share of the Company at a price of $0.15 for one year following the closing of the Offering.

Management intends to use the proceeds from the Offering and from financings completed in 2024 for conducting exploration and drilling on the Company's Tombstone Gold Belt properties within the Selwyn Basin, for continuing investigations of additional mineral properties for acquisition, and for general working capital and corporate purposes.

Property Review

The Company's properties in the Tombstone Gold Belt are set out in the following location map:



Following the significant intrusive-related gold discovery made by Snowline Gold Corp. at the Rogue project within the Tombstone Gold Belt, Yukon, the Company's team has used their historic experience in the district to identify similar geological settings to the east along the Yukon-NWT border. As a result of this work, the Company has acquired interests in several gold properties located in the Tombstone Gold Belt which lies within the Selwyn Basin and is prospective for Reduced Intrusion-related Gold Systems ("RIRGS").

In 2023, the Company completed exploration work, including a drill program, on its properties. The bulk of the 2023 program focused on the Astro Plutonic Complex which is comprised of the Astro West Project on the Yukon side of the border (formerly referred to as the HIT and SER properties) and the Astro East Project on the NWT side of the border (formerly referred to as the Astro property).

In 2024, the Company completed further exploration and drilling of its properties, and conducted additional regional exploration in the NWT portion of the Belt. The regional exploration led to the discovery of significant RIRGS-style mineralization at the BiTe Zone and prompted the staking of the Grad Property. The focus for 2025 is drill-testing defined targets at the Grad Property. The Company is also conducting further regional exploration as it recognizes that the region around the Grad Property is very much underexplored for gold, particularly for its RIRGS potential.

The Company's current property holdings are described below, and more detailed information is available on the Company's website.

Tombstone Gold Belt Projects - Eastern Yukon and Western NWT

Grad Property, NWT

In the summer of 2024, the Company staked the Grad Property in NWT, totalling five claims covering approximately 5,525 hectares. The Company has added to the property in 2025, bringing it to nine claims covering approximately 8,625 hectares. The Company has identified this area as prospective for RIRGS deposits. In 2024, the Company completed a limited 10-day program on the Property consisting of prospecting, rock, stream sediment and talus-fine sampling, an airborne geophysical survey and a photogrammetry survey, with highly encouraging results.

The Grad Property is centered on the North Nahanni Pluton, a Cretaceous-aged, Mayo Suite felsic intrusion in the eastern Tombstone Gold Belt in the NWT. The pluton measures 1.9 by 2.2 kilometres with a sizable, intensely altered, contact aureole expressed as hornfelsed and iron-stained gossanous sediments surrounding the intrusion.

While conducting talus-fine sampling at the southern margin of the pluton, the Company identified a broad alteration zone with intense quartz-tourmaline and quartz-sulfide veining within the intrusive, the intensity of the veining shattering the intrusive body to almost a schistose appearance. Results of the sampling returned significant gold grades, up to 92 g/t Au, with many samples returning multi-gram gold. The gold mineralization is associated with bismuth, tellurium +/- tungsten confirming that this is a RIRGS. The discovery was named the BiTe Zone.

Figure 1 - Photograph of the shattered North Nahanni Pluton:



The BiTe Zone is defined by a talus-fine sample line that returned 550 metres with an average gold concentration in the samples of 1.06 g/t Au. Within that interval is a central core of 180 metres that averaged 3.68 g/t Au.

Figure 2 - Photograph of BiTe Zone with talus-fine, rock and channel sample gold results:



Rock sampling at the at BiTe in 2024 returned a number of multi-gram gold samples and a continuous chip channel that contained 1.8 g/t gold over 38 m. Follow-up sampling in early 2025 extended the zone westward where 5 samples returned 14.4, 17.6. 19.3, 22.3 and 45.5 g/t gold. The geochemical signature of the BiTe Zone is indicative of a robust RIRGS. The Au-Bi-Te-W metal assemblage is an important characteristic of RIRGS deposits1. The Bismuth concentration in rock samples is up to 2.17% from high-grade gold samples at BiTe (with 92.4 g/t Au, 1250 ppm Te, and 260 ppm W) and up to 2.98% from a sample collected 1.3 kilometres north of BiTe (with 2.8 g/t Au, 23 ppm Te, and 0.66% W). The results show a strong correlation of gold to tellurium and bismuth with correlation coefficients of 0.878 and 0.578, respectively.

‌1 Hart, C.J.R., 2007, Reduced intrusion-related gold systems, in Goodfellow, W.D., ed., Mineral deposits of Canada: A Synthesis of Major Deposit Types, District Metallogeny, the Evolution of Geological Provinces, and Exploration Methods: Geological Association of Canada, Mineral Deposits Division, Special Publication No. 5, p. 95-112.

Figure 3 - Photograph of BiTe Zone with 2024 and 2025 grab and channel sample gold results:



The cliff above BiTe is a steep face that rises 350 metres from the valley floor and exhibits many of the features observed at the BiTe Zone: abundant sheeted quartz-sulphide veining; intense fracture pattern; and strong iron oxide staining from the weathering of sulphide minerals. The photogrammetry image shows that the alteration and mineralizing system strikes for 1.3 kilometres to the north, where prospecting has returned a sample with 2.8 g/t Au, 2.98% Bi, 23 ppm Te and 0.66% W.

Figure 4 - Plan view of the North Nahanni Pluton on the Grad Property with dimensions of the alteration and mineralizing system:



2025 Exploration and Drilling Program

The Company's 2025 exploration program at the Grad property is focusing on drilling at the discovery outcrop at the base of the cliff, sampling the upper reaches of the cliff face on both sides of the ridge using a mountaineering geological team, and delineating the extent of the mineralized zone on the north side of the ridge with detailed structural mapping and channel sampling. The Grad property is fully permitted, with the issuance to the Company of a five-year Type A Land Use Permit from the Sahtu Land and Water Board.

In mid-July 2025, the Company commenced a maiden diamond drill program at the BiTe Zone at base of the cliff. The initial plan was to drill 4,000 metres but has since been increased to 5,000 metres based on encouraging observations in the initial drill core and surface work that has extended the mineralized zone at the BiTe showing significantly to the west and at depth.

As of August 20, 2025, over 3,406 metres have been drilled, testing an area of 500x300x550 metres. Eight holes have been completed and the 9thhole is underway. Highlights of the drilling and regional exploration to date are:

  • The drill is presently on hole G25-009, with a target depth of 600m.