CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended September 30, 2025 and 2024 (Expressed in Canadian Dollars) INDEPENDENT AUDITOR'S REPORT
To the Shareholders of Riverside Resources Inc.
Opinion
We have audited the accompanying consolidated financial statements of Riverside Resources Inc. (the "Company"), which comprise the consolidated statements of financial position as at September 30, 2025 and 2024 and the consolidated statements of income (loss) and comprehensive income (loss), changes in equity, and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.
In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our auditor's report.
Assessment of Impairment Indicators of Exploration and Evaluation Assets ("E&E Assets")
As described in Note 9 to the consolidated financial statements, the carrying amount of the Company's E&E Assets was
$4,841,107 as of September 30, 2025. As more fully described in Note 3 to the consolidated financial statements, management assesses E&E Assets for indicators of impairment at each reporting period.
The principal considerations for our determination that the assessment of impairment indicators of the E&E Assets is a key audit matter is that there was judgment made by management when assessing whether there were indicators of impairment for the E&E Assets, specifically relating to the assets' carrying amount which is impacted by the Company's intent and ability to continue to explore and evaluate these assets. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate audit evidence relating to the judgments made by management in their assessment of indicators of impairment that could give rise to the requirement to prepare an estimate of the recoverable amount of the E&E Assets.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures included, among others:
Evaluating management's assessment of impairment indicators.
Evaluating the intent for the E&E Assets through discussion and communication with management.
Reviewing the Company's recent expenditure activity.
Assessing compliance with option agreements.
Evaluating, on a test basis, confirmation of title to ensure mineral rights underlying the E&E Assets are in good standing.
Spin-out of Blue Jay Gold Corp.
As described in Note 4 to the consolidated financial statements, the Company entered into a plan of arrangement (the "Arrangement") to spin out of its Pichette, Oakes and Duc projects, to its shareholders by the way of a share capital reorganization.
The principal considerations for our determination that the Arrangement is a key audit matter is that there was complexity in evaluating the structure of the Arrangement including but not limited to the fair value measurement of the distribution to shareholders and evaluation of the net assets disposed of, held by Blue Jay Gold Corp. This in turn led to a high degree of auditor judgement, subjectivity, and effect in performing procedures to evaluate audit evidence relating to the aforementioned matters.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures included, among others:
Examining and evaluating the contractual terms identified in the agreements associated with the Arrangement.
Evaluating the net assets held by Blue Jay Gold Corp. as of the date of completion of the Arrangement.
Evaluating the fair value of the distribution to shareholders of the Company.
Other Information
Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management's Discussion and Analysis.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor's report is Michael MacLaren.
Vancouver, Canada Chartered Professional Accountants
January 28, 2026
Consolidated Statements of Financial Position as at, (Expressed in Canadian Dollars) | |||
Note | September 30, 2025 | September 30, 2024 | |
Assets | |||
Current assets: Cash and cash equivalents | 15 | $ 3,429,861 | $ 5,502,507 |
Short-term investments | 5 | 1,366,601 | 118,694 |
Receivables | 6 | 1,021,176 | 326,178 |
Prepaid expenses | 7 | 73,539 | 55,321 |
5,891,177 | 6,002,700 | ||
Non-current assets: Receivables | 6 | 535,210 | 451,492 |
Equipment | 8 | 49,207 | 71,671 |
Exploration and evaluation assets | 9 | 4,841,107 | 7,304,389 |
Total Assets | $ 11,316,701 | $ 13,830,252 | |
Liabilities and Equity | |||
Current liabilities: Accounts payable and accrued liabilities | 10 | $ 221,238 | $ 139,833 |
Provision liability | 19 | 1,248,375 | 1,129,636 |
Exploration advances | 11 | 34,844 | 686,094 |
Equity: | 1,504,457 | 1,955,563 | |
Capital stock | 12 | 20,075,317 | 26,057,995 |
Reserves | 12 | 4,903,469 | 3,983,869 |
Accumulated deficit | (15,413,303) | (18,060,197) | |
Accumulated other comprehensive income (loss) | 246,761 | (106,978) | |
Total Equity | 9,812,244 | 11,874,689 | |
Total Liabilities and Equity | $ 11,316,701 | $ 13,830,252 | |
Nature of operations and going concern (Note 1) Subsequent events (Note 20) | |||
On behalf of the Board on January 28, 2026 | |||
"Walter Henry" Director "James Ladner" Director Water Henry James Ladner
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) For the years ended September 30,
(Expressed in Canadian Dollars)
Note | 2025 | 2024 | |
Expenses Management and consulting fees | 9, 13 | $ 526,521 | $ 417,417 |
Depreciation | 8 | 27,956 | 41,320 |
Director fees | 13 | 36,000 | 36,032 |
Foreign exchange (gain) loss | 19,927 | (113,722) | |
General and administration | 173,577 | 189,097 | |
Investor relations | 380,724 | 294,618 | |
Professional fees | 557,079 | 85,399 | |
Property investigation and evaluation | 79,314 | 5,730 | |
Rent | 58,200 | 58,200 | |
Share-based payments | 12, 13 | 141,017 | 171,610 |
Interest income | (163,329) | (302,637) | |
Gain on disposal of asset | - | (20,644) | |
Gain on disposal of subsidiary | 4 | (4,286,380) | - |
Operational fee recovery | 11 | (130,312) | (156,126) |
Other income | (242,327) | (255,954) | |
Unrealized loss (gain) on short-term investments | (72,477) | (4,313) | |
Realized loss on short-term investments | - | 11,555 | |
Write-down of exploration and evaluation assets | 9 | 122,457 | 878,387 |
Write-down of receivables | 6 | 243,948 | 259,140 |
Net income (loss) for the year | 2,528,105 | (1,595,109) | |
Items that may be reclassified subsequently to profit or loss: Foreign exchange gain (loss) on translation of subsidiaries | 353,739 | (266,064) | |
Comprehensive (loss) income for the year | 2,881,844 | (1,861,173) | |
Income (loss) and comprehensive income (loss) attributable to: Equity holders of the Company | 3,000,633 | (1,861,173) | |
Non-controlling interest | 4 | (118,789) | - |
$ 2,881,844 | $ (1,861,173) | ||
Income (loss) per share - basic | $ 0.04 | $ (0.02) | |
- diluted | $ 0.03 | $ (0.02) | |
Weighted average number of common shares outstanding | |||
- basic | 3(g) | 74,783,464 | 74,683,696 |
- diluted | 3(g) | 77,457,555 | 74,683,696 |
2025 | 2024 | |
OPERATING ACTIVITIES | ||
Income (loss) for the year | $ 2,528,105 | $ (1,595,109) |
Items not involving cash: | ||
Depreciation | 27,956 | 41,320 |
Share-based payments | 141,017 | 171,610 |
Realized loss on short-term investments | - | 11,555 |
Unrealized gain on short-term investments | (72,477) | (4,312) |
Other income | (242,327) | (255,954) |
Gain on disposal of asset | - | (20,644) |
Gain on disposal of subsidiary | (4,286,314) | - |
Write-down of exploration and evaluation assets | 122,457 | 878,387 |
Write-down of receivables | 243,948 | 259,140 |
Change in non-cash working capital items: Prepaid expenses | (180,610) | 31,042 |
Receivables | (1,128,622) | 160,620 |
Accounts payable and accrued liabilities | 915,389 | (233,183) |
(1,931,478) | (555,528) | |
INVESTING ACTIVITIES | ||
Exploration advances, net of exploration incurred | (408,923) | 695,195 |
Exploration and evaluation assets | (834,899) | (1,992,958) |
Cash disposed on spin out of Blue Jay | (458,229) | - |
Sale of equipment | - | 38,090 |
Sale of short-term investments | - | 81,270 |
(1,702,051) | (1,178,403) | |
FINANCING ACTIVITIES | ||
Proceeds from share issuance by subsidiary | 1,469,000 | - |
1,469,000 | - | |
Effect of foreign exchange on cash and cash equivalents | 91,883 | 5,548 |
Decrease in cash and cash equivalents | (2,072,646) | (1,728,383) |
Cash and cash equivalents, beginning of the year | 5,502,507 | 7,230,890 |
Cash and cash equivalents, end of the year | $ 3,429,861 | $ 5,502,507 |
Supplemental disclosures with respect to cash flows (Note 15) | ||
The accompanying notes are an integral part of these consolidated financial statements.
RIVERSIDE RESOURCES INC.
Consolidated Statements of Changes in Equity (Expressed in Canadian Dollars)
Capital Stock Accumulated
Note | Shares | Amount | Reserves | Accumulated Deficit | other comprehensive loss (income) | Non- controlling interest | Total | |
Balance at September 30, 2023 | 74,448,464 | $ 26,017,795 | $ 3,852,459 | $ (16,465,088) | $ 159,086 | $ - $ | 13,564,252 | |
Issuance of performance bonus shares | 12 | 335,000 | 40,200 | - | - | - | - | 40,200 |
Share-based payments | 12 | - | - | 131,410 | - | - | - | 131,410 |
Loss for the year Foreign exchange translation of foreign subsidiaries | - - | - - | - - | (1,595,109) - | - (266,064) | - - | (1,595,109) (266,064) | |
Balance at September 30, 2024 | 74,783,464 | $ 26,057,995 | $ 3,983,869 | $ (18,060,197) | $ (106,978) | $ - $ | 11,874,689 | |
Balance at September 30, 2024 | 74,783,464 | $ 26,057,995 | $ 3,983,869 | $ (18,060,197) | $ (106,978) | $ - $ | 11,874,689 | |
Equity transactions with non-controlling interest | - | - | 778,583 | - | - | 690,417 | 1,469,000 | |
Return of capital pursuant to Blue Jay spin-out | 4 | - | (5,982,678) | - | - | - | - | (5,982,678) |
Share-based payments | 12 | - | - | 141,017 | - | - | - | 141,017 |
Disposal of non-controlling interest | - | - | - | - | (571,628) | (571,628) | ||
Income / (loss) for the year Foreign exchange translation of foreign subsidiaries | - - | - - | - - | 2,646,894 - | - 353,739 | (118,789) - | 2,528,105 353,739 | |
Balance at September 30, 2025 | 74,783,464 | $ 20,075,317 | $ 4,903,469 | $ (15,413,303) | $ 246,761 | $ - | $ 9,812,244 |
The accompanying notes are an integral part of these consolidated financial statements.
Page 8 of 32
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Nature of operations and going concern
Riverside Resources Inc. (the "Company" or "Riverside") is a mineral exploration and evaluation company operating as a prospect generator listed on the TSX Venture Exchange (the "Exchange") under the symbol "RRI" and is engaged in the acquisition, exploration and evaluation of assets in the Americas including Canada, the United States and Mexico.
The Company's head office address is 550 - 800 West Pender Street, Vancouver, British Columbia, Canada V6C 2V6.
These consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
The Company's ability to continue operations is uncertain and is dependent upon the ability of the Company to obtain necessary financing to meet the Company's liabilities and commitments as they become payable, acquiring assets or a business, and the ability to generate future profitable production or operations or sufficient proceeds from the disposition thereof. The outcome of these matters cannot be predicted at this time. The consolidated financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations as a going concern. Management believes that the Company has sufficient working capital to maintain its operations and activities for the next fiscal year.
These consolidated financial statements were approved and authorized for issue by the Board of Directors on January 28, 2026.
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Basis of presentation and statement of compliance
The consolidated financial statements have been prepared on a historical cost basis, except for financial instruments classified as and measured at their fair value. All dollar amounts presented are in Canadian dollars unless otherwise specified. In addition, the financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.
The Company has reclassified certain comparative information on the consolidated statements of income (loss) and comprehensive income (loss) and statements of cash flows to conform with current period presentation.
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Material accounting policy information
Principles of consolidation
These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.
Name of subsidiary Country of incorporation
Proportion of ownership
interest Principal activity
Riverside Resources Mexico, S.A. de C.V. Mexico 100% Mineral exploration
RRM Exploracion, S.A.P.I. de C.V. Mexico 100% Mineral exploration
RRM Minas S DE RL de C.V. Mexico 100% Mineral exploration RRI Exploration Inc. United States 100% Mineral exploration Riverside Resources (BC) Inc. Canada 100% Mineral exploration
RRI Holdings Limited Canada 100% Holding company
1412597 BC LTD. Canada 100% Holding company
1412601 BC LTD. Canada 100% Holding company
Foreign currency translation
The functional currency of an entity is the currency of the primary economic environment in which the entity operates. The functional currency of the Company, Riverside Resources (BC) Inc., RRI Holdings Limited, and RRI Exploration Inc. is the Canadian dollar and the Mexican Peso for Riverside Resources Mexico, S.A. de C.V., RRM Exploration S.A.P.I. de C.V. and RRM Minas S DE RL de C.V. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates.
Transactions in currencies other than the functional currency for an entity are recorded at exchange rates prevailing on the dates of the transaction. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated at the period end exchange rate while non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are included in consolidated statement of (loss) income.
The subsidiaries with a Mexican Peso functional currency have been translated into Canadian dollars as follows: assets and liabilities are translated at year end exchange rates, while revenues and expenses are translated using average rates over the year. Translation gains and losses relating to the foreign operations are included in accumulated other comprehensive loss as a separate component of shareholders' equity.
Short-term investments and cash equivalents
Cash equivalents include Canadian guaranteed investment certificates that are readily convertible into cash or have maturities at the date of purchase of ninety days or less; and short-term investments include: marketable securities in publicly traded and private companies.
Equipment
Equipment is carried at cost less accumulated depreciation and impairment losses. Depreciation is calculated using the declining balance method at the following annual rates:
Computer hardware
45%
Exploration equipment
20%
Furniture & fixtures
20%
Vehicles
30%
Exploration and evaluation assets
Pre-acquisition costs are expensed as incurred. The Company records exploration and evaluation asset interests, which consist of the right to explore for mineral deposits, at cost. The Company records deferred exploration costs, which consist of costs attributable to the exploration of exploration and evaluation asset interests, at cost. All costs relating to the acquisition and exploration of these exploration and evaluation asset interests are capitalized on a property by property basis until the exploration and evaluation asset interests to which they relate are placed into production, disposed of through sale, or where management has determined there to be an impairment. If an exploration and evaluation asset interest is abandoned, the exploration and evaluation asset interests and deferred exploration costs will be written off to operations in the period of abandonment.
On an on-going basis, the capitalized costs are reviewed on a property-by-property basis to consider if there is any impairment on the subject property. Management's determination for impairment includes but is not limited to 1) whether the Company's exploration programs have significantly changed, such that previously identified resource targets are no longer being pursued;
2) whether exploration results to date are promising and whether additional exploration work is being planned in the foreseeable future; or 3) whether remaining lease terms are insufficient to conduct necessary studies or exploration work.
The recorded cost of exploration and evaluation asset interests is based on cash paid and the value of share consideration issued (where shares are issued) for exploration and evaluation asset interest acquisitions and exploration costs incurred. The recorded
amount may not reflect the recoverable value, as this will be dependent on future development programs, the nature of the mineral deposit, commodity prices, adequate funding, and the ability of the Company to bring its projects into production.
Property option payments received from its farm-out partners are recorded as a reduction to the capitalized cost of exploration and evaluation assets. Once the capitalized cost is fully recovered, the property option payments are recorded as property income. Management fees received pursuant to exploration alliance arrangements are recorded as operational fee recovery.
Impairment of long-lived assets
At the end of each reporting period, or more frequently as required, the Company's assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period. For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash generating unit to which the asset belongs.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.
Income (loss) per share
Basic income (loss) per common share is calculated by dividing income (loss) attributable to common shareholders by the weighted average number of shares outstanding during the year. The effect of dilutive stock options, warrants and similar instruments on income (loss) per share is recognized on the use of the proceeds that could be obtained upon of these and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during the year. Diluted income (loss) per share excludes all dilutive potential common shares if their effect is anti-dilutive.
The calculation of basic income (loss) per share for the year ended September 30, 2025, was based on the income attributable to common shareholders of $2,646,894 (2024 - loss of $1,595,109) and a weighted average number of common shares outstanding of 74,783,464 (2024 - 74,683,696).
The calculation of diluted income per share for the year ended September 30, 2025, includes the weighted average number of common shares outstanding of 77,457,555 adjusted for the effects of all potentially dilutive common shares.
Critical accounting estimates, judgments, and assumptions
The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, and contingent liabilities at the date of the financial statements and reported amount of expenses during the reporting period. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions, and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Information about significant areas of estimation uncertainty in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are noted below with further details of the assumptions contained in the relevant note.
Exploration and evaluation assets
Exploration and evaluation costs are initially capitalized as intangible exploration assets with the intent to establish commercially viable reserves. The Company is required to make estimates and judgments about the future events and circumstances regarding whether the carrying amount of intangible exploration assets exceeds its recoverable amount. Recoverability is dependent on various factors, including the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development and upon future profitable production or proceeds from the disposition of the exploration and evaluation assets themselves. Additionally, there are numerous geological, economic, environmental, and regulatory factors and uncertainties that could impact management's assessment as to the overall viability of its properties or the ability to generate future cash flows necessary to cover or exceed the carrying value of the Company's exploration and evaluation assets properties.
Share-based payments
Charges for share-based payments are based on the fair value on the date the awards are granted. Stock options are valued using the Black-Scholes option pricing model, and inputs to the model include assumptions on share price volatility, discount rates and expected life outstanding.
Contingencies
Contingencies are resolved only when one or more events transpire. As a result, the assessment of contingencies inherently involves estimating the outcome of future events. The Company has recorded a provision with respect to a legal dispute with the Government of Mexico. See Note 19.
Critical accounting judgments
going concern presentation of the consolidated financial statements as discussed in Note 1, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due; and
management's determination of the functional currency of the Company and each of its subsidiaries requires judgment based on the factors outline in IAS 21, The Effects of Changes in Foreign Exchange Rates.
Income taxes
Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity. Current tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, adjusted for amendments to tax payable with regards to previous years.
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they revert, based on the laws that have been enacted or substantively enacted by the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current income tax liabilities and assets, and they relate to income taxes levied by the same tax authority for the same taxable entity. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related income tax benefit will be realized.
Financial instruments
Financial assetsThe Company classifies its financial assets in the following categories: at fair value through profit or loss ("FVTPL") and/or at amortized cost. The determination of the classification of financial assets is made at initial recognition. Equity instruments that are held for trading (including all equity derivative instruments) are classified as FVTPL; for other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVOCI.
The Company's accounting policy for each of the categories is as follows:
Financial assets at FVTPL: Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed as incurred. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets held at FVTPL are recognized in profit or loss. The Company's short-term investments are classified as FVTPL. Financial assets at amortized cost: A financial asset is measured at amortized cost if the objective of the business model is to hold the financial asset for the collection of contractual cash flows, and the asset's contractual cash flows are comprised solely of payments of principal and interest. They are classified as current assets or non-current assets based on their maturity date and are initially recognized at fair value and subsequently carried at amortized cost less any impairment. The Company's financial assets at amortized cost include cash and cash equivalents and receivables and approximate fair value due to the short-term nature of the assets. Impairment of financial assets at amortized cost: The Company assesses all information available, including on a forward-looking basis, the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as at the reporting date, with the risk of default as at the date of initial recognition, based on all information available, and reasonable and supportive forward-looking information. Financial liabilitiesThe Company classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was acquired. The Company's accounting policy for each category is as follows:
Fair value through profit or loss (FVTPL) - This category comprises derivatives, or liabilities acquired or incurred principally for the purpose of selling or repurchasing it in the near term. They are carried in the statement of financial position at fair value with changes in fair value recognized in profit or loss. The Company has no financial liabilities at FVTPL.
Other financial liabilities - This category comprises liabilities initially recognized at fair value less directly attributable transaction costs. Subsequently, they are measured at amortized cost using the effective interest method. The Company's other financial liabilities is its accounts payable and accrued liabilities and approximate fair value due to the short-term nature of the liability.
Share-based payments
The stock option plan allows the Company's employees, directors, and consultants to acquire shares of the Company. The fair value of options granted is recognized as a share-based payments expense with a corresponding increase in shareholders' equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee. Consideration paid on the exercise of stock options is credited to share capital and the fair value of the options is reclassified from reserves to capital stock.
The fair value is measured at grant date and each tranche is recognized over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes Option Pricing Model taking into account the terms and
conditions upon which the options were granted. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the number of stock options that are expected to vest.
In situations where equity instruments are issued to non-employees and some or all the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of goods or services received.
Capital stock
Common shares are classified as shareholders' equity. Incremental costs directly attributable to the issue of common shares and stock options are recognized as a deduction from shareholders' equity. Common shares issued for consideration other than cash, are valued based on their market value at the date the shares are issued.
The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component. The Company considers the fair value of common shares issued in the private placements to be the more easily measurable component and the common shares are valued at their fair value, as determined by the closing market price on the announcement date. The balance, if any, is allocated to the attached warrants. Any fair value attributed to the warrants is recorded as reserves.
Related party transactions
Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control, and related parties may be individuals, such as key management personnel, including immediate family members of the individual, or corporate entities. A transaction is a related party transaction when there is a transfer of resources or obligations between related parties.
New standards issued and not yet effectiveThe following new standards, amendments to standards and interpretations have been issued but are not effective during the year ended September 30, 2025.
On April 9, 2024, the IASB issued a new standard - IFRS 18, "Presentation and Disclosure in Financial Statements" with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:
the structure of the statement of profit or loss;
required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements (that is, management-defined performance measures); and
enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.
IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also applies to comparative information. Adoption of IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its 'operating profit or loss'. Management has not yet concluded on the impact of the new standard to these consolidated financial statements.
-
Plan of Arrangement
On October 27, 2023, the Company incorporated Blue Jay Resources Corp., which was subsequently renamed Blue Jay Gold Corp. ("Blue Jay"). On November 1, 2023, Blue Jay issued 14,956,693 common shares at $0.115 to Riverside Resources Inc. ("Riverside") to acquire the Pichette-Clist Gold Project, Oakes Gold Project and the Duc Gold Project (the "Ontario Properties").
On January 28, 2025, the Company announced the execution of a definitive arrangement agreement with Blue Jay in respect of the spin-out of its Pichette, Oakes and Duc projects, to its shareholders by way of a share capital reorganization effected through a statutory plan of arrangement (the "Arrangement"). Under the Arrangement, the Company will distribute the common shares of Blue Jay to Riverside's shareholders. Riverside's current shareholders will receive Blue Jay Shares by way of a share exchange, pursuant to which each existing common share of Riverside will be exchanged for one new common share of Riverside and 1/5th of a Blue Jay share.
On May 22, 2025, the Company and Blue Jay completed the previously announced plan of arrangement. Under the arrangement, the shares of Blue Jay held by the Company were spun out to the Company's shareholders, effective May 22, 2025.
The distribution of Blue Jay shares to Riverside's shareholders represent a non-cash distribution to owners. In accordance with IFRIC 17, "Distributions of Non-cash Assets to Owners", the Company measured the distribution at the fair value of the Blue Jay shares on the effective date of the Arrangement, resulting in a return of capital of $5,982,678. The fair value of the distribution was determined based on the observable arm's length financings completed by Blue Jay prior to the Arrangement.
Under the terms of the Arrangement, each issued and outstanding Riverside option has been adjusted for the assets spun-out. The exercise prices of the Riverside replacement stock options were adjusted based on the proportional market value of the two companies after completion of the Arrangement (see Note 12).
Blue Jay completed arm's length equity financings on December 18, 2024 and May 7, 2025. As the Company retained control of Blue Jay following these financings, the transactions were accounted for as equity transactions in accordance with IFRS 10, "Consolidated Financial Statements", resulting in the recognition and subsequent measurement of non-controlling interests ("NCI") in consolidation.
A continuity of NCI is as follows:
CAD$NCI balance, September 30, 2024 -
NCI recognized 690,417
Share of loss allocated to NCI (118,789)
NCI derecognized on disposal of Blue Jay (571,628) NCI balance, September 30, 2025 -
Upon completion of the Arrangement, the Company lost control of Blue Jay and derecognized Blue Jay's assets and liabilities and related non-controlling interests in accordance with IFRS 10. The Company recognized a gain on disposal of subsidiary of $4,286,380, which was determined based on the fair value of the distribution to owners of $5,982,678, plus the carrying amount of non-controlling interests derecognized of $571,628, less the carrying value of net assets derecognized of $2,267,926, which was comprised of cash of $458,229, prepaids of $149,892, other current assets of
$168,895, and exploration and evaluation assets of $2,391,550 net of accounts payable and other liabilities of $900,640.
-
Short-term investments
Short-term investments include marketable securities received as a result of property option agreements. Marketable securities comprise common shares in publicly traded and private companies as follows:
September 30, 2025 September 30, 2024
Number of
shares
Cost
Fair market
value
Number of
shares
Cost
Fair market
value
Arcus Development Group Inc.
29,000
$ 11,020
$ 870
29,000
$ 11,020
$ 290
Guerrero Exploration Inc.
950,000
343,049
-
950,000
343,049
-
Goldshore Resources Inc. (formerly
Sierra Madre Developments Inc.)
104,194
1,103,791
54,181
104,194
1,103,791
38,552
Sinaloa Resources Corp.
1,000,000
100,000
-
1,000,000
100,000
-
First Helium Inc.
154,500
45,308
3,863
154,500
45,308
6,952
Upper Canada Mining Inc.
5,600,000
-
-
5,600,000
-
-
Southern Empire Resources (1)
1,620,000
135,324
113,400
1,620,000
135,324
72,900
Questcorp Mining Inc. (2)
6,285,722
1,175,430
1,194,287
-
-
-
15,743,416
$ 2,913,922
$ 1,366,601
9,457,694
$ 1,738,492
$ 118,694
(1)On January 11, 2023, the Company received 550,000 shares of Southern Empire Resources Corp. with a fair market value of $55,000 as per the option agreement for the Suaqui Verde property.
On February 2, 2024, the Company received an additional 575,000 shares of Southern Empire Resources Corp. with a fair market value of $25,875 as per the amended option agreement for the Suaqui Verde property and was fully recognized as other income.
On September 9, 2024, the Company sold 5,000 shares for net proceeds of $255.
(2)On May 20, 2025, the Company received 6,285,722 shares of Questcorp Mining Inc. with a fair market value of $1,175,430 as per the option agreement for Union property (see Note 9 (h) for additional details).
- Receivables
Receivables mainly consist of receivable from a third party and tax refunds from the Federal Government of Canada and Mexico.
September 30, 2025 | September 30, 2024 | |
Current GST recoverable amounts in Canada | $ 15,660 | $ 27,160 |
IVA recoverable amounts in Mexico | 254,870 | 299,018 |
Receivable from a third party | 750,646 - | |
1,021,176 326,178 | ||
Non-current IVA recoverable amounts in Mexico | 535,210 451,492 | |
$ 1,556,386 $ 777,670
As of September 30, 2025, the Company has an outstanding amount receivable from Blue Jay of $750,646 which was settled subsequently (Note 20).
During the year ended September 30, 2025, the Company wrote down IVA recoverable amounts in Mexico by $243,948 (2024
- $259,140) based on aged IVA recoverable amounts in Mexico.
7. Prepaid expenses The breakdown of prepaid expenses is as follows: | ||
September 30, 2025 | September 30, 2024 | |
Expense advances | $ 26,331 | $ 23,971 |
Insurance | 36,286 | 20,471 |
Rent | 10,922 10,879 | |
$ 73,539 $ 55,321
8. Equipment | |||||
Computer | Exploration | Furniture & | |||
hardware | equipment | fixtures | Vehicles | TOTAL | |
Cost | |||||
Balance at September 30, 2023 | $ 96,851 | $ 260,769 | $ 37,058 | $ 261,994 | $ 656,672 |
Disposals | - | - | - | (37,824) | (37,824) |
Foreign exchange movement | (2,812) | (28,415) | (2,934) | (30,291) | (64,452) |
Balance at September 30, 2024 | $ 94,039 | $ 232,354 | $ 34,124 | $ 193,879 | $ 554,396 |
Foreign exchange movement | 2,261 | 22,847 | 2,359 | 20,379 | 47,846 |
Balance at September 30, 2025 | $ 96,300 | $ 255,201 | $ 36,483 | $ 214,258 | $ 602,242 |
Accumulated depreciation | |||||
Balance at September 30, 2023 | $ (93,010) | $ (193,167) | $ (34,550) | $ (200,741) | $ (521,468) |
Depreciation | (1,549) | (13,431) | (498) | (25,842) | (41,320) |
Disposals | - | - | - | 26,480 | 26,480 |
Foreign exchange movement | 2,545 | 22,237 | 2,765 | 26,036 | 53,583 |
Balance at September 30, 2024 | $ (92,014) | $ (184,361) | $ (32,283) | $ (174,067) | $ (482,725) |
Depreciation | (945) | (9,937) | (378) | (16,696) | (27,956) |
Foreign exchange movement | (2,115) | (18,591) | (2,244) | (19,404) | (42,354) |
Balance at September 30, 2025 | $ (95,074) | $ (212,889) | $ (34,905) | $ (210,167) | $ (553,035) |
Net book value | |||||
Balance at September 30, 2024 | $ 2,025 | $ 47,993 | $ 1,841 | $ 19,812 | $ 71,671 |
Balance at September 30, 2025 | $ 1,226 | $ 42,312 | $ 1,578 | $ 4,091 | $ 49,207 |
-
Exploration and evaluation assets
For the year ended September 30, 2025
- - (103,599)
(122,457)
- (78,233) (150,114)
(1,790,039)
- (2,391,550) -
(2,391,550)
La Silla Mexico
Australia Mexico
Ariel Mexico
Cecilia Mexico
Teco Suaqui Verde Los Cuarentas Mexico Mexico Mexico
La Union Mexico
El Valle Mexico
Northwestern
Ontario, Canada
British
Columbia,
Canada Total
Acquisition costs
$ -
$ 5,495
$ 60,654
$ 8,029
$ 18,363
$ 5,889
$ 25,871
$ 98,749
$ 15,478
$ 4,620
$ 62,673
$ 305,821
Exploration costs:
Assaying
-
-
-
-
-
-
-
-
-
8,532
12,611
21,143
Field & camp costs
-
972
6,359
5
-
-
14,773
18,420
2,861
72,604
33,531
149,525
Geological consulting
-
418
38,728
23,000
392
14,392
84,882
67,010
24,167
200,160
200,750
653,899
Surveys & geophysics
-
-
-
-
-
-
-
-
3,826
9,776
950
14,552
Transport & support
-
5,152
13,759
582
-
-
21,823
28,918
10,477
49,955
51,005
181,671
Total current exploration costs
-
6,542
58,846
23,587
392
14,392
121,478
114,348
41,331
341,027
298,847
1,020,790
Professional & other fees:
Professional consulting
-
-
17,000
660
-
-
-
17,763
12,000
15,406
30,250
93,079
Legal fees
-
181
5,937
-
862
862
2,507
1,777
1,724
-
-
13,850
Others
-
-
2,105
-
-
-
2,323
6,579
1,696
5,760
13,658
32,121
Total current professional & other fees
-
181
25,042
660
862
862
4,830
26,119
15,420
21,166
43,908
139,050
Total costs incurred during the period
-
12,218
144,542
32,276
19,617
21,143
152,179
239,216
72,229
366,813
405,428
1,465,661
Balance, Opening
17,516
71,148
816,071
1,384,955
330,785
6,070
386,672
1,480,736
101,343
2,339,341
369,752
7,304,389
For the year ended September 30, 2024 La Silla Australia Ariel Cecilia Teco Suaqui Verde* Los Cuarentas La Union El Valle, Llano del Nogalo & El Northwestern Ontario, British Columbia, Mexico Mexico Mexico Mexico Mexico Mexico Mexico Mexico Pima Mexico Canada Canada TotalAsset write-off
Recoveries
Transferred to Blue Jay
(18,858)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- -
- (1,561,692)
- -
Foreign exchange movements
1,342
7,954
57,683
76,515
30,612
1,015
41,445
154,377
4,160
-
-
375,103
Balance, End of the period
$ -
$ 91,320
$ 1,018,296
$ 1,493,746
$ 381,014
$ 28,228
$ 580,296
$ 312,637
$ 177,732
$ 236,371
$ 521,467
$ 4,841,107
Cumulative costs:
Acquisition
$ 101,562
$ 19,367
$ 435,640
$ 727,508
$ 148,180
$ 18,017
$ 368,701
$ 826,129
$ 37,795
$ 109,073
$ 142,410
$ 2,934,382
Exploration
621,303
49,895
442,986
1,086,876
141,976
45,606
254,381
923,557
93,879
2,473,466
791,866
6,925,791
Professional & other fees
160,287
14,227
132,320
168,426
34,606
2,056
28,026
136,525
54,961
258,815
92,762
1,083,011
Recoveries
-
-
-
(696,001)
-
(43,097)
(122,519)
(1,689,982)
-
(203,233)
(150,114)
(2,904,946)
Transferred to Blue Jay
-
-
-
-
-
-
-
-
-
(2,391,550)
-
(2,391,550)
Asset write-off
(931,324)
-
-
-
-
-
-
-
(12,790)
(10,200)
(355,457)
(1,309,771)
Foreign exchange movements
48,172
7,831
7,350
206,937
56,252
5,646
51,707
116,408
3,887
-
-
504,190
$ -
$ 91,320
$ 1,018,296
$ 1,493,746
$ 381,014
$ 28,228
$ 580,296
$ 312,637
$ 177,732
$ 236,371
$ 521,467
$ 4,841,107
Acquisition costs
$ - $
5,522 $
235,204 $
- $ 18,451 $
5,918 $
85,054 $
327,891 $
4,743 $
25,000 $
24,107 $
731,890
Exploration costs:
Access
-
-
59,058
-
-
-
-
-
-
-
2,441
61,499
Assaying
-
-
-
-
-
-
-
-
-
1,632
11,380
13,012
Drilling
-
-
-
-
-
-
-
-
-
149
-
149
Field & camp costs
166
358
2,012
8,142
-
-
254
38,501
-
19,377
4,616
73,426
Geological consulting
9,370
752
38,145
30,945
1,529
629
5,307
237,754
3,057
213,327
188,278
729,093
Surveys & geophysics
-
-
-
-
-
-
-
-
-
77,242
333
77,575
Transport & support
-
5,367
20,612
16,543
-
-
11,635
71,018
6,852
49,606
80,405
262,038
Total current exploration costs
9,536
6,477
119,827
55,630
1,529
629
17,196
347,273
9,909
361,333
287,453
1,216,792
Professional & other fees:
Professional consulting
-
-
18,875
9,184
-
-
-
19,425
12,000
6,479
25,250
91,213
Legal fees
9,136
-
6,138
316
167
167
335
27,662
568
-
1,897
46,386
Others
-
-
1,876
510
-
-
137
6,242
415
6,434
10,919
26,533
Total current professional & other fees
9,136
-
26,889
10,010
167
167
472
53,329
12,983
12,913
38,066
164,132
Total costs incurred during the period
18,672
11,999
381,920
65,640
20,147
6,714
102,722
728,493
27,635
399,246
349,626
2,112,814
Balance, Opening
748,326
67,943
503,153
1,446,976
346,961
(179,387)
326,990
910,673
89,600
1,950,295
271,984
6,483,514
Asset write-off
(912,466)
-
-
-
-
-
-
-
(12,790)
(10,200)
(251,858)
(1,187,314)
Recoveries
164,000
-
-
(33,501)
-
179,403
-
-
-
-
-
309,902
Foreign exchange movements
(1,016)
(8,794)
(69,002)
(94,160)
(36,323)
(660)
(43,040)
(158,430)
(3,102)
-
-
(414,527)
Balance, End of the year
$
17,516 $
71,148 $
816,071 $ 1,384,955 $
330,785
$
6,070
$
386,672
$
1,480,736
$
101,343
$
2,339,341
$
369,752
$
7,304,389
* At December 31, 2023, the Company recognized cumulative recoveries on Suaqui Verde project of $179,403 to other income.
Cumulative costs:
Acquisition
$ 101,562
$ 13,872
$ 374,986
$ 719,479
$ 129,817
$ 12,128
$ 342,830
$ 727,380
$ 22,317
$ 104,453
$ 79,737
$ 2,628,561
Exploration
621,303
43,353
384,140
1,063,289
141,584
31,214
132,903
809,209
52,548
2,132,439
493,019
5,905,001
Professional & other fees
160,287
14,046
107,278
167,766
33,744
1,194
23,196
110,406
39,541
237,649
48,854
943,961
Recoveries
-
-
-
(696,001)
-
(43,097)
(122,519)
(128,290)
-
(125,000)
-
(1,114,907)
Asset write-off
(912,466)
-
-
-
-
-
-
-
(12,790)
(10,200)
(251,858)
(1,187,314)
Foreign exchange movements
46,830
(123)
(50,333)
130,422
25,640
4,631
10,262
(37,969)
(273)
-
-
129,087
$ 17,516
$ 71,148
$ 816,071
$ 1,384,955
$ 330,785
$ 6,070
$ 386,672
$ 1,480,736
$ 101,343
$ 2,339,341
$ 369,752
$ 7,304,389
Title to exploration and evaluation asset interests involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral claims. The Company has investigated title to all of its exploration and evaluation asset interests and, to the best of its knowledge, title to all of its interests is in good standing. The exploration and evaluation asset interests in which the Company has committed to earn an interest are in Mexico and Canada.
The terms and commitments of the Company with respect to its exploration and evaluation assets are subject to change if and when the Company and its partners mutually agree to new terms and conditions.
La Silla, Sinaloa, Mexico
In October 2015, the Company acquired two mining concessions in the La Silla gold-silver district in Sinaloa through a lottery process. The Company has a 100% exploration concession interest in the La Silla Property.
In December 2023, the Company decided to focus on other projects of higher prospectivity and the related investment amounting to $761,255 was fully written off. However, the Company still maintained its rights to these concessions.
In July 2024, the Company signed an agreement to assign and transfer all its rights and concessions of La Silla project with payment terms subject to certain conditions. Upon execution of the agreement, the Company received US$100,000. While the remaining payments of US$150,000 and US$350,000, respectively, will only be received upon fulfillment of certain government regulatory approvals.
Ariel, Sonora, Mexico
The Company acquired a 100% exploration concession interest in Ariel Property on June 1, 2017.
Cecilia, Sonora, Mexico
The Company acquired 100% interest in the La Cecilia Margarita concessions from Gunpoint in January 2020.
On March 14, 2024, the Company entered into an Exploration Earn-In Option Agreement (the "Agreement") with Compania Minera Cuzcatlan ("Fortuna"), a wholly owned subsidiary of Fortuna Silver Mines Inc. for the Company's Cecilia Gold Silver Project (the "Project") in Sonora, Mexico.
The Agreement is divided into three phases Earn-in Option, wherein Fortuna can earn-in an undivided 51% by paying a total of US$150,000 in cash and incurring US$3,750,000 in exploration expenditures over five (5) years.
Phase I: Fortuna is to incur expenditures as listed in the table below totaling at least US$3,750,000 of qualifying exploration expenditures before the fifth anniversary of the effective date of the executed Agreement.
Phase II: Upon completion of Phase I obligations, Fortuna can elect to form a 51:49 joint venture or can elect to earn an additional 29% by incurring a further US$2,250,000 in qualifying exploration expenditures and delivering a completed feasibility study.
Phase
Due date
Cash (in USD)
Exploration expenditures (in USD)
Cumulative exploration expenditures (in USD)
Phase I
March 14, 2024
$50,000 (partially received)*
-
-
Phase I
March 14, 2025
-
$500,000
$500,000
Phase I
March 14, 2026
$25,000
$500,000
$1,000,000
Phase I
March 14, 2027
$25,000
$500,000
$1,500,000
Phase I
March 14, 2028
$25,000
$500,000
$2,000,000
Phase I
March 14, 2029
$25,000
$1,750,000
$3,750,000
Phase II
March 14, 2030
-
$750,000
$4,500,000
Phase II
March 14, 2031
-
$750,000
$5,250,000
Phase II
March 14, 2032
-
$750,000
$6,000,000
* During the year ended September 30, 2024, the Company received a partial payment of US$25,000 (CAD$33,501) upon execution of the agreement and recorded the full amount as a recovery. The remaining US$25,000 will be collected upon the submission to registration at the Mining Registry of the Mexican agreement.
Upon completion of Phase II Earn-In obligation, the Company will have the option to sell its interest in the project to Fortuna for US$5,000,000, while retaining a 2% Net Smelter Royalty (NSR) where 1% NSR may be purchased before commercial production for US$3,000,000, thereby Fortuna earning 100% interest in the project.
During the year ended September 30, 2025, the Company received a total of US$582,223 (September 30, 2024 - US$1,450,766) as exploration advances from Fortuna for the exploration activities of Cecilia project.
On July 7, 2025, the Company received notice from Fortuna that they will not be proceed with the option agreement with respect to Cecilia project.
Teco, Sonora, Mexico
The Company has a 100% ownership interest in the Teco Project which is made up of two concessions: Teco and Suaqui Grande. The Teco concession registration remains pending with Mexico authorities.
Australia, Sonora, Mexico
The Company has a 100% interest ownership interest in the Australia Project which is made up of two concessions: Sandy and Sandy 2.
Suaqui Verde, Mexico
The Company has a 100% interest in Suaqui Verde Property.
On December 24, 2021, the Company entered into a Definitive Option Agreement with Southern Empire Resource Corp. ("Southern Empire") whereby Southern Empire could acquire a 100% interest in the Suaqui Verde Property, by paying
$112,500 in cash, issuing 1,625,000 common shares while retaining a 2.5% NSR on precious metal products and 1.75% NSR on base metal products. The transaction details as below:
Due date
Cash
Common shares
Upon the closing date (December 24, 2021)
$25,000 (received)
500,000 (received)
On or before the first anniversary of the closing date (December 24, 2022)
$37,500 (received)
550,000 (received)
On or before the second anniversary of the closing date (March 31, 2024 amended)
$50,000
575,000 (received)
On October 1, 2021, the Company received the payment of $50,000 for granting an exclusivity period of 60 days from October 1, 2021, to complete its due diligence on the Suaqui Verde property.
On January 11, 2023, the Company received $37,500 cash and 550,000 shares of Southern Empire Resources Corp. with a fair market value of $55,000 as per the option agreement for the Suaqui Verde property.
On January 11, 2024, the Company amended the Option Agreement with Southern Empire Resources Corp. to revise the terms of the original agreement for the Suaqui Verde property, whereby the $50,000 cash originally due on December 24, 2023 was changed to March 31, 2024, and the common shares were due on or before February 2, 2024.
On February 2, 2024, the Company received an additional 575,000 shares of Southern Empire Resources Corp. with a fair market value of $25,875 as per the amended option agreement for the Suaqui Verde property and was fully recognized as other income.
During the year ended September 30, 2025, the Company did not receive the cash payment of $50,000.
Los Cuarentas, Sonora, Mexico
On June 24, 2019, the Company entered into a binding letter agreement with Alaska Energy Metals to acquire a 100% undivided right, title, and interest in five projects, including Los Cuarentas, La Union, El Valle, Llano del Nogalo and El Pima, at a purchase price of $35,000 cash (paid) and 150,000 common shares (issued at a fair market value of $24,000). During the year ended September 30, 2021, the Company obtained ownership of the properties of Llano del Nogalo and El Valle. In 2022, the El Pima property was sold to an unrelated party for $50,000.
La Union, Sonora, Mexico
The Company has a 100% exploration concession interest in certain portions of the La Union Property and an option to acquire 100% interest in others as noted below:
YEAR
PAYMENTS
in USD
1
August 31, 2022
$10,000 (paid)
2
August 31, 2023
$15,000 (paid)
3
August 31, 2024
$25,000 (paid)
4
August 31, 2025
$50,000 (paid)
5
August 31, 2026
$75,000
TOTAL
$175,000
On May 6, 2025, the Company entered into a definitive option agreement with Questcorp Mining Inc. ("Questcorp") for the La Union project located in Sonora, Mexico. Under the agreement, Questcorp can acquire 100% interest in the project by fulfilling the following terms and granting the Company a 2.5% net smelter royalty on commercial production:
Due date
Cash payment
Share issuance
Exploration expenditures
Within two business days of the date of agreement
$25,000 (paid)
N/A
N/A
On May 20, 2025
N/A
9.9%
N/A
On or before May 20, 2026
N/A
14.9% (1)(2)
$1,000,000
On or before May 20, 2027
$25,000
19.9% (1)(2)
$1,250,000
On or before May 20, 2028
$25,000
19.9% (1)(2)
$1,500,000
On or before May 20, 2029
$25,000
19.9% (1)(2)
$1,750,000
Total
$100,000
19.9% (1)(2)
$5,500,000
(1) Issuable within the fifth business day after the applicable date.
(2) Expressed as a cumulative total percentage of the undiluted issued and outstanding common shares of Questcorp as of the applicable payment date, and assuming Riverside has not previously disposed of any common shares.
Subsequently on May 7, 2025, the Company received $25,000 cash payment from Questcorp and 6,285,722 common shares with a fair value of $1,175,430, representing 9.9% of Questcorp's issued and outstanding shares as of May 20, 2025 (see Note 5).
On May 27, 2025, the Company also received $351,262 (US$250,000) cash payment from Questcorp as reimbursement of previous years' cost incurred in maintaining the land and taxes.
Northwestern Ontario, Canada
In April 2019, the Company acquired a 100% interest in the Oakes, Longrose, Pichette and Vincent projects in Northwestern Ontario, Canada. In July 2020, the Company expanded and acquired a 100% interest in the High Lake (Kenora) project in Western Ontario, Canada.
On August 29, 2024, the Company signed an option agreement wherein the Company may acquire up to 100% interest in the Clist Lake property located in Ontario, Canada. Under the agreement, the Company is granted a sole and exclusive right and option to acquire up to 100% interest in the said property by making the following cash payments and incurring the following exploration expenditures as follows:
Due date
Cash
Exploration expenditures
Upon signing of Agreement (August 29, 2024)
$25,000 (paid)
-
On or before the 1st anniversary (August 29, 2025)
$25,000
$50,000
On or before the 2nd anniversary (August 29, 2026)
$25,000
$50,000
On or before the 3rd anniversary (August 29, 2027)
$50,000
$150,000
On or before the 4th anniversary (August 29, 2028)
$75,000
$150,000
On or before the final anniversary (August 29, 2029)
$300,000
-
Except for the first payment upon signing of the agreement, the above cash payments are optional, and the Company maintains the right to accelerate payments at any time.
On May 22, 2025, the Company completed the Arrangement and transferred its 100% interest of Pichette-Clist gold project, Duc gold project and Oakes gold project collectively referred as Ontario Properties to Blue Jay as previously mentioned in Note 4.
Southern British Columbia, Canada
On May 3, 2023, the Company signed a Letter Agreement (LA) wherein the Company may acquire up to 100% interest in the Elly-Anika and Chilco projects located in British Columbia, Canada. Under the LA, the Company is granted a sole and exclusive right and option to acquire up to 100% interest in the said property by making the following cash payments and incurring the following exploration expenditures as follows:
Due date
Cash
Exploration expenditures
Upon the date of LA (May 3, 2023)
$10,000 (paid)
-
On the first anniversary of the LA date (May 3, 2024)
$15,000
$20,000
On the second anniversary of the LA date (May 3, 2025)
$30,000
$20,000
During the year ended September 30, 2024, the Company decided not to continue with further exploration of the project and chose to cancel the agreement and write off all costs incurred related to this project in the amount of $251,858.
On September 29, 2023, the Company signed a LA wherein the Company may acquire up to 100% interest in the Deer Park and Sunrise projects located in British Columbia, Canada. Under the LA, the Company is granted a sole and exclusive right and option to acquire up to 100% interest in the said property by making the following cash payments and incurring the following exploration expenditures as follows:
Due date
Cash
Exploration expenditures
Upon the date of LA (September 29, 2023)
$25,000 (paid)
-
On the first anniversary of the LA date (September 29, 2024)
$20,000 (paid)
$20,000 (incurred)
On the second anniversary of the LA date (September 29, 2025)
$35,000 (paid)
$20,000 (incurred)
On August 7, 2024, the Company signed an option agreement wherein the Company may acquire up to 100% interest in the Taft property located in British Columbia, Canada. Under the agreement, the Company is granted a sole and exclusive right and option to acquire up to 100% interest in the said property by making the following cash payments and incurring the following exploration expenditures as follows:
Due date
Cash
Exploration expenditures
Upon signing of Agreement (August 7, 2024)
$15,000 (paid)
-
On or before the 1st anniversary (August 7, 2025)
$15,000
$60,000
On or before the 2nd anniversary (August 7, 2026)
$20,000
$60,000
On or before the 3rd anniversary (August 7, 2027)
$20,000
$60,000
On or before the 4th anniversary (August 7, 2028)
$25,000
$60,000
On or before the final anniversary (August 7, 2029)
$30,000
$80,000
During the year ended September 30, 2025, the Company decided not to continue with further exploration of the Taft project and chose to cancel the agreement and write off all costs incurred related to this project in the amount of $103,599.
The Company also has a 100% ownership interest in Revel project which was acquired through staking.
-
Accounts payable and accrued liabilities
Accounts payable and accrued liabilities consist of payables to vendors. The breakdowns of accounts payable and accrued liabilities are as follows:
September 30,
2025
September 30,
2024
Payables to vendors $ 221,238 $ 139,833
-
Exploration advances
Exploration advances are related to Cecilia and Union projects. Refer to Note 9 for further details.
September 30,
2025
September 30,
2024
Exploration advances $ 34,844 $ 686,094
Exploration Earn-In Option Agreement with Fortuna
On April 24, 2024, the Company received US$613,705 as exploration advances from Fortuna for the exploration activities of Cecilia project. On August 9, 2024, the Company received another US$837,061 for the continuation of the exploration activities of this project.
On July 7, 2025, the Company received notice from Fortuna that they will not be proceed with the option agreement with respect to Cecilia project.
During the year ended September 30, 2025, the Company received a total of US$582,223 from Fortuna for the continuation of the exploration activities of this project.
During the year ended September 30, 2025, the Company recognized $130,312 ($156,126 - September 30, 2024) as operational fee recovery relating to activities of the agreement.
Exploration Option Agreement with Questcorp
On May 27, 2025, the Company received $157,600 as exploration advances from Questcorp for the initial stage of exploration activities of Union project. On July 21, 2025, the Company received another $500,000 from Questcorp Mining Inc. for the continuation of the exploration activities of Union project.
-
Capital stock and reserves
The authorized capital stock of the Company consists of an unlimited number of common and preferred voting shares without nominal or par value.
Issued and outstandingShares issued for the year ended September 30, 2025
There were no shares issued for the year ended September 30, 2025. Shares issued for the year ended September 30, 2024
On January 17, 2024, the Company issued 335,000 bonus shares at a fair value of $40,200 to certain executive officers and consultants of the Company in accordance with the Company's shareholder approved bonus share plan.
Share purchase and finders' warrantsThere were no activities that occurred during the year ended September 30, 2025 and 2024.
Bonus share planThe Company has a bonus share plan ("Bonus Plan") that enables the directors to approve the issuance of bonus shares to employees, officers, directors, and consultants of the Company. The Bonus Plan puts the number of bonus shares that may be issued under the Bonus Plan to be 400,000 common shares per year. During the year ended September 30, 2025, nil bonus shares (September 30, 2024 - 335,000) were issued under this plan. The share-based expense associated with bonus shares granted during the year ending September 30, 2024, amounted to $40,200, calculated based on the fair market value at the grant date.
Stock optionsThe Company has established a rolling stock option plan ("Option Plan") enabling the directors to grant options to employees, officers, directors, and consultants of the Company. From time to time, shares may be reserved by the Board, in its discretion, for options under the Option Plan, provided that the total number of shares reserved for issuance by the Board shall not exceed 10% of the issued and outstanding listed shares (on a non-diluted basis) less that portion of the 400,000 that may be issued as bonus shares that have not been so issued as at the date of grant. Options are non-assignable and may be granted for a term not exceeding that permitted by the Exchange, currently ten years. All stock options issued are subject to vesting terms. Options issued to directors, vest in the amount of 33% every six months from the date of grant; and options issued to officers and/or consultants vest between 12 and 24 months depending on date of grant and nature of service. The exercise price of each option equals the market price, minimum price, or discounted market price of the Company's shares as calculated on the date of grant.
Share-based payments relating to options vested during the year ended September 30, 2025, using the Black-Scholes option pricing model was $141,017 (September 30, 2024 - $131,410). The associated share-based payment expense for the options granted was calculated based on the following weighted average assumptions:
September 30,
September 30,
2025
2024
Forfeiture rate
0.00%
0.00%
Estimated risk-free rate
2.66%
3.51%
Expected volatility
88.47%
90.10%
Estimated annual dividend yield
0.00%
0.00%
Expected life of options
5 years
5 years
Fair value per option granted
$ 0.13
$ 0.12
The number and weighted average exercise prices of the stock options are as follows:
Number of
options
Weighted average exercise price
Outstanding options, September 30, 2023
4,060,000
$ 0.19
Expired
(415,000)
$ 0.13
Granted
1,725,000
$ 0.12
Forfeited
(940,000)
$ 0.14
Cancelled
(640,000)
$ 0.30
Outstanding options, September 30, 2024
3,790,000
$ 0.14
Expired
(665,000)
$ 0.11
Granted
1,450,000
$ 0.08
Forfeited
(50,000)
$ 0.08
Cancelled
(115,000)
$ 0.13
Outstanding options, September 30, 2025
4,410,000
$ 0.09
On January 17, 2024, the Company granted 1,725,000 incentive stock options to certain directors, officers, and consultants of the Company. The options are exercisable at $0.12 per share (pre-modification) for a period of five years from the date of grant. Options granted to individuals in their capacity as a director vest in three equal instalments over 18 months and options granted to officers and consultants vest in four equal instalments over 12 months.
On February 4, 2025, the Company granted 1,450,000 incentive stock options to certain directors, officers, and consultants of the Company. The options are exercisable at $0.13 per share (pre-modification) for a period of five years from the date of grant. Options granted to individuals in their capacity as a director vest in three equal instalments over 18 months and options granted to officers and consultants vest in four equal instalments over 12 months.
During the year ended September 30, 2025, 665,000 stock options (September 30, 2024 - 415,000) expired unexercised.
During the year ended September 30, 2025, 115,000 stock options were cancelled (September 30, 2024 - 640,000) and 50,000
stock options (September 30, 2024 - 940,000) were forfeited.
As at September 30, 2025, the Company has outstanding stock options exercisable as follows:
Expiry date
Number of
options outstanding
Remaining life in years
Exercise Price*
Number of
options exercisable
October 19, 2025
305,000
0.05
$ 0.18
305,000
November 17, 2026
635,000
1.13
$ 0.10
635,000
September 2, 2027
660,000
1.92
$ 0.08
660,000
January 17, 2029
1,410,000
3.30
$ 0.07
1,410,000
February 4, 2030
1,400,000
4.35
$ 0.08
658,333
4,410,000
3,668,333
*According to the Arrangement with Blue Jay on May 22, 2025, each Riverside Option was exchanged for one Riverside Replacement Option to acquire one New Riverside Share with an amended exercise price. As a result, the above exercise prices reflect in the new Riverside Replacement Option prices.
-
Related party transactions
The Company had the following transactions with related parties:
Payee / Payer
Nature of transactions
Year ending September 30,
Fees ($)
Amount payable at year end ($)
Arriva Management Inc.
Management and consulting fees (i)
2025
2024
355,000
244,997
36,560
12,160
GSBC Financial Management Inc.
Management and consulting fees (i)
2025
2024
96,000
96,000
Nil Nil
FT Management Inc.
Management and consulting fees (i) and Rent (ii)
2025
2024
177,600
177,600
Nil Nil
Omni Resource Consulting Ltd.
Consulting fees (i)
2025
2024
65,000
120,000
Nil Nil
Bryan Wilson*
Director fees
2025
2024
12,000
4,710
Nil Nil
James Ladner
Director fees
2025
2024
12,000
12,000
Nil Nil
Walter Henry
Director fees
2025
2024
12,000
12,000
Nil 2,334
Wendy Chan*
Director fees
2025
2024
n/a 7,322
n/a Nil
* On May 10, 2024, Bryan Wilson was elected as director of the Company at the AGM and Wendy Chan did not stand for re-election.
The remuneration of related parties during the year ended September 30 are as follows:
2025
2024
Directors' fees
$ 36,000
$ 36,032
Management and consulting fees (i)
693,600
638,597
Share-based payments 83,047 98,688
$ 812,647 $ 773,317
Management and consulting fees of the key management personnel for the year ended September 30, 2025, were allocated as follows: $232,400 (2024 - $227,400) expensed to consulting fees, $332,300 (2024 - $320,597) capitalized to exploration and evaluation assets and $70,700 (2024 - $32,400) capitalized to exploration work performed for alliances that will be reimbursed.
During the year ended September 30, 2025, the Company incurred rent expense of $58,200 (2024 - $58,200) for shared office spaces with FT Management Inc., a company controlled by a spouse of an officer of the Company.
- Segmented information
The Company operates in one business segment, the exploration of exploration and evaluation assets and prospect generation. The Company's exploration activities are centralized whereby management of the Company is responsible for business results and the everyday decision-making. Geographical information is as follows:
September 30, 2025 | September 30, 2024 | |
Equipment Canada | $ 1,654 | $ 2,084 |
Mexico | 47,553 69,587 | |
Exploration and evaluation assets | 49,207 | 71,671 |
Canada | 757,838 | 2,709,094 |
Mexico | 4,083,269 4,595,295 | |
4,841,107 | 7,304,389 | |
Total | $ 4,890,314 | $ 7,376,060 |
15. Supplemental disclosure with respect to cash flows | ||
September 30, 2025 | September 30, 2024 | |
Cash | $ 3,279,006 | $ 5,356,047 |
Cash equivalents | 150,855 | 146,460 |
$ 3,429,861 | $ 5,502,507 | |
The significant non-cash transactions for the year ended September 30, 2025, were as follows:
Included in the accounts payable was $31,560 in exploration and evaluation asset expenditures.
The Company received 6,285,722 Questcorp shares valued at $1,175,430 which was recognized as recovery in the Exploration and evaluation assets (see Note 5).
The Company completed a return of capital through distribution of Blue Jay shares to shareholders with a fair value of
$5,982,678 (Note 4).
The Company derecognized NCI of $571,628 upon completion of the Arrangement (Note 4).
The significant non-cash transactions for the year ended September 30, 2024, were as follows:
Included in the accounts payable was $15,407 in exploration and evaluation asset expenditures.
The Company received 575,000 Southern Empire shares valued at $25,875 and was fully recognized as other income (Note 5).
-
Income Taxes
A reconciliation of current income taxes at statutory rates with the reported taxes is as follows:
2025
2024
Income (loss) for the year
$ 2,528,105
$ (1,595,109)
Expected income tax (recovery)
683,000
(431,000)
Change in statutory, foreign tax, foreign exchange rates and other
(6,000)
277,000
Permanent differences (443,000)
34,000
Impact of intercompany transfer -
(503,000)
Impact of Blue Jay spin-out 185,000
-
Adjustment to prior year provision per statutory tax return and expiry
of non-capital losses 85,000
1,715,000
Change in unrecognized deductible temporary differences (504,000)
(1,092,000)
Current income taxes $ -
$ -
The significant components of the Company's deferred tax assets and liabilities are as follows:
2025
2024
Deferred tax assets (liabilities)
Non-capital losses $ 815,000
$ 811,000
Exploration and evaluation assets (815,000)
(811,000)
$ -
$ -
The significant components of deductible temporary differences, unused tax losses and unused tax credits that have not been included on the consolidated statements of financial position are as follows:
September 30,
2025
Expiry dates September 30, Expiry dates 2024
Allowable capital losses
$ -
No expiry date
$ 348,000
No expiry date
Non-capital losses
11,224,000
12,504,000
Capital assets
360,000
No expiry date
378,000
No expiry date
Exploration and evaluation assets
1,855,000
No expiry date
1,850,000
No expiry date
Marketable securities
1,755,000
No expiry date
1,620,000
No expiry date
Canada
9,684,000
2029 to 2045
11,320,000
2026 to 2044
USA
27,000
2024 onwards
18,000
2024 onwards
Mexico
$ 1,513,000
2029 to 2035
$ 1,167,000
2029 to 2034
Tax attributes are subject to review, and potential adjustment, by tax authorities.
- Capital management
The Company manages its capital structure and adjusts it, based on the funds available to the Company, to support the acquisition and exploration of exploration and evaluation assets. In the management of capital, the Company includes components of shareholders' equity. The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Company's management to sustain future development of the business. 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 activities. To carry out planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional funds 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. The Company is not currently subject to externally imposed capital requirements.
There were no changes in the Company's approach to capital management during the year ended September 30, 2025.
