Financial Statements (rsg 2026q4 fs)

To the Shareholders of Rocky Shore Gold Ltd. (formerly Hemlo Explorers Inc.):

We have audited the consolidated financial statements of Rocky Shore Gold Ltd. (formerly Hemlo Explorers Inc.) and its subsidiary (the "Company"), which comprise the consolidated statements of financial position as at January 31, 2026 and January 31, 2025, and the consolidated statements of operations and comprehensive 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, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at January 31, 2026 and January 31, 2025, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board.

We conducted our audits 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 audits 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 is sufficient and appropriate to provide a basis for our opinion.

We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company incurred a net loss during the year ended January 31, 2026 and, as of that date, the Company had an accumulated deficit. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. 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.

Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our report.

MNP LLP

50 Burnhamthorpe Road West, Suite 900, Mississauga ON, L5B 3C2 T: 416.626.6000 F: 416.626.8650

Management is responsible for the other information. The other information comprises 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 audits 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 audits 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 on this other information, 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.

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, 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.

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.

• Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Company as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for the purposes of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because 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 Charanjot Singh Bindra.

Mississauga, Ontario Chartered Professional Accountants

May 29, 2026 Licensed Public Accountants

The accompanying notes are an integral part of the consolidated financial statements.

On behalf of the Board:

Signed: "Brian Howlett" Signed: "Michael Leskovec"

Director Director

The accompanying notes are an integral part of the consolidated financial statements.

For the years ended January 31, 2026 and 2025 (Expressed in Canadian dollars)

The accompanying notes are an integral part of the consolidated financial statements.

1. Nature of Operations and Going Concern

   Rocky Shore Gold Ltd. (formerly Hemlo Explorers Inc.) (the "Company") was incorporated pursuant to the provision of the Business Corporations Act (of Alberta) on January 10, 2008. On July 21, 2008, the Company was authorized to continue its operations from the jurisdiction of Alberta to Ontario. The address of the Company's registered office is 141 Adelaide Street West, Suite 301, Toronto, Ontario M5H 3L5. The Company has one wholly-owned subsidiary: Rocky Shore Metals Ltd. ("RSM"). Its principal business activity is the exploration of mineral properties. The Company is in the process of exploring its mineral properties and has not yet determined whether these properties contain reserves that are economically recoverable. The recoverability of the cumulative expenditures on mineral properties is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete exploration and development, and upon future profitable production or proceeds from disposition of such properties.

   These consolidated financial statements of the Company have been prepared on the basis of a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future and that management does not intend to liquidate the entity, or has no realistic alternative but to do so. As at January 31, 2026, the Company had not yet achieved profitable operations, had a net loss of $2,687,793 (2025 - loss of $3,855,042) and had an accumulated deficit of $50,260,164 (2025 - $47,572,371), and expects to incur further losses in the foreseeable future, all of which indicate the existence of a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern. Realization values may be substantially different from carrying values as shown and these consolidated 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. The Company's ability to continue its operations and to realize assets at their carrying values is dependent upon its ability to obtain necessary financing and generate operational profit to meet its ongoing levels of corporate overhead and discharge its liabilities as they come due. The Company intends to raise additional financing to address the going concern issue. The success of the Company's endeavors cannot be predicted at this time. There is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company.

2. Basis of Presentation and Statement of Compliance

   These consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards issued by the International Accounting Standards Board ("IASB") and IFRIC® Interpretations of the IFRS Interpretations Committee.

   These consolidated financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business, and on a historical cost basis except for the revaluation of certain financial instruments. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information. The consolidated financial statements were approved by the Board of Directors on May 29, 2026.

3. Material Accounting Policies

   1. Changes in accounting policies

      The Company adopted the following standards during the year ended January 31, 2026:

      In August 2023, the IASB amended IAS 21 The Effects of Changes in Foreign Exchange Rates, requiring companies to assess whether a currency is exchangeable into another currency and, when it is not, to determine the exchange rate to use and the disclosures to provide. The amendments are effective for annual reporting periods beginning on or after January 1, 2025. Adoption of these amendments did not have a material impact on the Company's consolidated financial statements.

   2. Future changes in accounting standards not yet adopted

Standards issued but not yet effective up to the date of issuance of the Company's consolidated financial statements are listed below. The Company intends to adopt those standards when they become effective.

In May 2024, the IASB issued narrow scope amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments. The amendments were incorporated into Part I of the CPA Canada Handbook - Accounting in October 2024. The amendments provide clarification that a financial liability is derecognized on the 'settlement date', i.e., the date on which the liability is extinguished as the obligation specified in the contract is discharged or cancelled or expired and provide an accounting policy option to derecognize a financial liability that is settled in cash using an electronic payment system before the settlement date if specified criteria are met. An entity that elects to apply this derecognition option shall apply it to all settlements made through the same electronic payment system. The amendments also clarify how to assess the contractual cash flow characteristics of financial assets with contingent features, including environmental, social and corporate governance (ESG) linked features and clarify that, for a financial asset to have 'non-recourse' features, the entity's ultimate right to receive cash flows must be contractually limited to the cash flows generated by specified assets. The amendments also include factors that an entity should consider when assessing the cash flows underlying a financial asset with non-recourse features (the 'look through' test), clarify the characteristics of the contractually linked instruments that distinguish them from other transactions; and add new disclosure requirements for investments in equity instruments designated at fair value through other comprehensive income and financial instruments that have certain contingent features. The amendments are effective for annual reporting periods beginning on or after January 1, 2026. Earlier application is permitted. The amendments are to be applied retrospectively. In applying the amendments, an entity is not required to restate comparative periods.

1. Future changes in accounting standards not yet adopted - continued

   IFRS 18 - Presentation and Disclosure of Financial Statements

   In April 2024, the IASB issued the new standard IFRS 18 - Presentation and Disclosure of Financial Statements. This standard aims to bring more transparency and comparability to the financial performance of companies, enabling investors to make better investment decisions. IFRS

   18 introduces three sets of new requirements: improved comparability of the profit or loss statement (statement of income), improved transparency of management-defined performance measures, and more useful grouping of information in financial statements. IFRS 18 will replace IAS 1 - Presentation of Financial Statements. This standard becomes effective for years beginning on or after January 1, 2027, and companies may apply it earlier subject to authorization by relevant regulators. The Company is assessing the impact of IFRS 18 on the presentation and disclosure of its consolidated financial statements.

2. Financial instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument.

Under IFRS 9, financial assets and financial liabilities are classified and measured based on the business model in which they are held and the characteristics of their contractual cash flows. IFRS 9 contains the following primary measurement categories: measured at amortized cost, fair value through other comprehensive income ("FVTOCI") and fair value through profit and loss ("FVTPL").

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

Cash and cash equivalents FVTPL

Accounts receivable Amortized cost

Accounts payable and accrued liabilities Amortized cost

Financial assets are classified as either financial assets at FVTPL, amortized cost, or FVTOCI. The Company determines the classification of its financial assets at initial recognition.

(c) Financial instruments - continued

Financial assets recorded at FVTPL

Financial assets are classified as FVTPL if they do not meet the criteria of amortized cost or FVTOCI. Gains or losses on these items are recognized in profit or loss. The Company's cash and cash equivalents are classified as financial assets measured at FVTPL.

Amortized cost

Financial assets are classified as measured at amortized cost if both of the following criteria are met and the financial assets are not designated as at FVTPL: 1) the object of the Company's business model for these financial assets is to collect their contractual cash flows; and 2) the asset's contractual cash flows represent "solely payments of principal and interest". The Company's accounts receivable, excluding HST, are classified as financial assets measured at amortized cost.

Financial liabilities are classified as either financial liabilities at FVTPL or at amortized cost. The Company determines the classification of its financial liabilities at initial recognition.

Amortized cost

Financial liabilities are classified as measured at amortized cost unless they fall into one of the following categories: financial liabilities at FVTPL, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition, financial guarantee contracts, commitments to provide a loan at a below-market interest rate, or contingent consideration recognized by an acquirer in a business combination. The Company's accounts payable and accrued liabilities does not fall into any of the exemptions and are therefore classified as measured at amortized cost.

Financial liabilities recorded at FVTPL

Financial liabilities are classified as FVTPL if they fall into one of the five exemptions detailed above.

Transaction costs associated with financial instruments, carried at FVTPL, are expensed as incurred, while transaction costs associated with all other financial instruments are included in the initial carrying amount of the asset or the liability.

1. Financial instruments - continued

   Subsequent measurement

   Instruments classified as FVTPL are measured at fair value with unrealized gains and losses recognized in profit or loss. Instruments classified as amortized cost are measured at amortized cost using the effective interest rate method. Instruments classified as FVTOCI are measured at fair value with unrealized gains and losses recognized in other comprehensive income.

   Derecognition

   The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled, or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

   Expected credit loss impairment model

   IFRS 9 introduced a single expected credit loss impairment model, which is based on changes in credit quality since initial application. At the date of the consolidated financial statements, the Company has no expected credit loss ("ECL") associated with its financial assets.

   The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Company considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Company in full or when the financial asset is more than 90 days past due.

   The carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off.

   Fair value hierarchy

   The Company classifies its financial instruments according to a three level hierarchy that reflects the significance of the inputs used in making the fair value measurements. The three levels of fair value hierarchy are as follows:

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

   • Level 2 - Inputs other than quoted prices that are observable for assets or liabilities, either directly or indirectly; and

   • Level 3 - Inputs for assets or liabilities that are not based on observable market data.

   Cash and cash equivalents are classified within level 1 of the fair value hierarchy.

   3. Material Accounting Policies - continued

2. Mineral properties and exploration expenditures

   The Company expenses all costs relating to the acquisition of, exploration for and development of mineral claims and credits all revenues received against the exploration expenditures. Such costs include, but are not limited to geological, geophysical studies, exploratory drilling and sampling.

   Once a project has been established as commercially viable and technically feasible, related development expenditures are capitalized; this includes costs incurred in preparing the site for mining operations. Capitalization ceases when the mine is capable of commercial production, with the exception of development costs that give rise to a future benefit.

3. Income taxes

   Income tax comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case the income tax is also recognized directly in equity or other comprehensive income. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to offset the amounts and the Company intends to settle on a net basis, or to realize the asset and settle the liability simultaneously.

   Deferred tax is recognized in respect of all qualifying temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

   Deferred tax assets are recognized to the extent future recovery is probable. At each reporting period end, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.

4. Flow-through shares

The Company will from time to time, issue flow-through common shares to finance a significant portion of its exploration program. Pursuant to the terms of the flow-through share agreements, these shares transfer the tax deductibility of qualifying resource expenditures to investors. On issuance, the Company bifurcates the flow-through share into i) a flow-through share premium, equal to the estimated premium, if any, investors pay for the flow-through feature, which is recognized as a liability, and ii) share capital. Upon expenditures being incurred, the Company derecognizes the liability and recognizes a deferred tax liability for the amount of tax reduction renounced to the shareholders. The premium is recognized as other income and the related deferred tax is recognized as a tax provision.

1. Flow-through shares - continued

   Proceeds received from the issuance of flow-through shares are restricted to be used only for Canadian resources property exploration expenditures. The Company may also be subject to a Part

   XII.6 tax on flow-through proceeds renounced under the Look-back Rule, in accordance with Government of Canada flow-through regulations. When applicable, this tax is accrued as a financial expense until paid.

2. Share issue costs

   Costs incurred for the issue of common shares and warrants are deducted from share capital and warrants respectively.

3. Share-based payment transactions

   The share option plan allows the Company's employees and consultants to acquire shares of the Company. The fair value of options granted is recognized as a share based payment expense with a corresponding increase in 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.

   The fair value is measured at grant date and each tranche is recognized on a graded vesting basis 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 the end of each reporting period, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest.

4. Asset retirement obligation

   The operations of the Company are subject to regulations governing the environment, including future site restoration costs for mineral properties. The Company recognizes the fair value of a liability for an asset retirement obligation in the period in which it is incurred when a reasonable estimate of fair value can be made. If a reasonable estimate of fair value cannot be made in the period the asset retirement obligation is incurred, the liability is recognized when a reasonable estimate of fair value can be made.

   The Company has determined that there are no asset retirement obligations or any other environmental obligations with respect to its mineral properties, and therefore no liability has been recognized in these consolidated financial statements.

5. Earnings (loss) per share

   Basic earnings (loss) per share is calculated using the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed using the treasury stock method. Stock options and warrants outstanding are not included in the computation of diluted earnings (loss) per share if their inclusion would be anti dilutive.

   1. Material Accounting Policies - continued

6. Equipment

   Equipment is stated at cost less accumulated depreciation and accumulated impairment losses. Cost comprises the fair value of consideration given to acquire or construct an asset and includes the direct charges associated with bringing the asset to the location and condition necessary for putting it into use. Depreciation is provided over the estimated useful lives of the equipment using the following methods:

   1. Exploration equipment - 30% declining balance

   2. Office and computers - 55% declining balance

7. Leases

   The Company determines if an arrangement is a lease at contract inception by evaluating if the contract conveys the right to control the use of identified assets during the period of use. A right-of-use ("ROU") asset represents the Company's right to use an identified asset for the lease term and a lease liability represents the Company's obligation to make payments as set forth in the lease agreement. ROU assets and lease liabilities are included on the Company's consolidated statements of financial position and are recognized based on the present value of the future lease payments at the lease commencement date over the expected lease term which includes options to extend or terminate the lease when it is reasonably certain those options will be exercised. The interest rate used to determine the present value of the future lease payments is the Company's incremental borrowing rate at lease inception, because the interest rate implicit in the lease is generally not readily determinable. A ROU asset initially equals the lease liability, adjusted for any lease payments made prior to lease commencement and any lease incentives.

   All leases are recorded on the consolidated statements of financial position except for leases with an initial term of less than 12 months. ROU assets are amortized on a straight-line basis over the shorter of the remaining useful life of the asset and lease term. Depreciation expense is recognized in the consolidated statements of operations and comprehensive loss.

8. Government assistance

The Company recognizes government grants given on eligible expenditures when it is reasonably assured that they will be realized. The Company uses the cost reduction method to account for government grants, under which the credits are applied against the expense or asset to which the government grant relates.

1. Critical Accounting Estimates and Significant Judgements

   The preparation of these consolidated financial statements requires management to make judgments and estimates that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. The consolidated financial statements include judgments and estimates which, by their nature, are uncertain, and actual outcomes could differ. The impacts of such judgments and 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 also in future periods when the revision affects both current and future periods.

   The preparation of these consolidated financial statements required the following critical accounting estimates and significant judgments:

   1. The calculation of the fair value of warrants and stock options requires the use of estimates of inputs in the Black-Scholes option pricing model (notes 11 and 12).

   2. Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

   3. The preparation of these consolidated financial statements requires management to make judgments regarding the going concern of the Company.

2. Cash and Cash Equivalents

Cash and cash equivalents include money market instruments which are readily convertible into cash or have maturities at the date of purchase of less than ninety days.

On September 4, 2024, the Company acquired 100% of Rocky Shore Metals Ltd. ("Rocky Shore Metals"), a private company that owned 100% of six gold projects in Newfoundland and Labrador, Canada, including the flagship Gold Anchor Project, in exchange for the issuance of 49,999,704 common shares valued at $2,499,985. The transaction does not constitute a business combination

1. Acquisition of Rocky Shore Metals Ltd. - continued

   The Company determined that the transaction constituted a related party transaction as at September 4, 2024, Northfield Capital Corporation beneficially owned, controlled or had direction over, directly or indirectly, 13,258,787 shares of the Company (representing approximately 26.1% of all outstanding shares), and beneficially owned, controlled or had direction over, directly or indirectly, 5,350,000 of the Rocky Shore Metals shares (representing approximately 30.3% of all outstanding Rocky Shore Metals shares). The transaction was approved by more than 50% of the disinterested shareholders in accordance with rules of the Canadian Securities Exchange ("CSE").

2. Mineral Properties and Exploration Expenditures

The total cumulative expenditures, net of recoveries, on each property in the Company's mineral property portfolio are as follows:

* Cost of acquisition per note 7 is included in expenditures for Newfoundland.

** Disposal indicates the Company no longer holds an interest in the respective project, and as such the cumulative expenditure has been eliminated.

On June 3, 2024, the Company staked 153 claims covering approximately 38 square kilometres in central Newfoundland Island, Newfoundland and Labrador.

Acquisition of Rocky Shore Metals Ltd.

On September 4, 2024, the Company acquired 100% ownership of six gold projects with no underlying royalties in Newfoundland and Labrador, Canada, including the flagship Gold Anchor Project, through the acquisition of Rocky Shore Metals (note 7). The Gold Anchor Project totals over 4,900 claims and 1,225 square kilometres.

1. Mineral Properties and Exploration Expenditures - continued

   Purchase of Brady Property

   On December 12, 2025, the Company, through RSM, purchased a one-hundred-percent (100%) interest in the Brady Property for $75,000 cash and 1,000,000 common shares of the Company valued at $170,000. The vendor shall retain a 0.5% net smelter return royalty ("NSR"). RSM may repurchase the 0.5% NSR, at any time, for $250,000 cash. An underlying 2% NSR on the property exists, which can be repurchased, at any time, for $1,000,000 in cash.

   Option of Huxter Lane Property

   On December 1, 2025, the Company, through RSM, entered into an option agreement to earn a one-hundred-percent (100%) interest in the Huxter Lane Property, in consideration for the cash payments and the issuance of common shares of the Company set forth below. Upon the exercise of the option, the vendors would retain a 2% NSR on the property. RSM may repurchase, at any

   time, 50% of the NSR for $2,000,000 cash, and shall remaining 50% of the NSR. Milestone	have a Right Cash	of	First	Refusal on the Shares
   Within 10 business days upon signing the option (paid)	$100,000			2,000,000
   On or before 1st anniversary	$125,000			2,500,000
   On or before 2nd anniversary	$150,000			3,000,000
   On or before 3rd anniversary	$175,000			3,500,000
   On or before 4th anniversary	$200,000			4,000,000
   Hemlo-Area Claims (Project Idaho, Pic & North Limb)

   On July 4, 2025 the Company closed an agreement (the "Agreement") with a subsidiary of Barrick Mining Corporation ("Barrick") to sell its Hemlo-area mineral claims near Marathon, Ontario for cash consideration of $975,000 (the "Transaction"). The Agreement includes all Ontario claims owned by the Company, including the claims subject to an earlier option agreement (see press release dated August 29, 2022), which was terminated upon closing of the Transaction. The Company retained a variable-rate NSR of up to 0.50% on the claims; the rate per claim will depend on the preexisting royalty burden on such claim, and Barrick will have the right to buy back 50% of the royalty by making a one-time cash payment of $500,000.

2. Unsecured Loan

   On May 17, 2024, the Company entered into two unsecured loan agreements (the "Loan Agreements") with arm's length lenders (the "Lenders"), pursuant to which the Lenders loaned to the Company a total of $200,000 at an interest rate of 10% per annum compounded daily and payable in arrears every six months (or on maturity if paid in advance). The loans will become due on the earlier of (i) November 17, 2025 and (ii) the Company raising gross proceeds from an equity financing of at least $500,000, but may be repaid early without penalty. Amounts drawn under the Loan Agreements are intended to be used for working capital requirements of the Company. On November 1, 2024, the Company repaid the Loan Agreements in full including interest of $9,362.

3. Share Capital

At January 31, 2026, the authorized share capital consisted of an unlimited number of common shares and the issued share capital amounted to 199,877,564 common shares for $ 41,890,880. The common shares do not have a par value. All issued shares are fully paid.

On October 31, 2024, the Company closed a private placement financing for gross proceeds totaling $2,000,000. The Company issued 27,100,000 units ("Units") priced at $0.05 per Unit, each comprised of one non flow-through common share and one common share purchase warrant (each whole common share purchase warrant, a "Warrant") and 12,900,000 "flow-through" shares ("FT Shares") priced at $0.05 per FT Share. Each Warrant is exercisable to acquire one common share of the Company (a "Warrant Share") at an exercise price of $0.10 per Warrant Share until October 31, 2027, but subject to certain accelerated expiry terms (note 12). The Company paid issuance costs of $45,920, cash finders' fees of $67,350 and issued 1,347,000 finder's warrants (note 12) valued at $82,167 as compensation in connection with the financing.

On November 25, 2024, the Company closed a private placement financing for gross proceeds totaling $200,000. The Company issued 2,352,940 "flow-through" shares ("FT Shares") priced at

$0.085 per FT Share. In connection with the private placement, the Company paid issuance costs of $15,383, and cash finders fees of $12,000. In addition, the Company recognized a deferred premium on flow-through shares of $47,059 (note 14).

On September 2, 2025, the Company closed the first tranche of a private placement financing (the "2025 Offering") for gross proceeds totaling $697,500. The Company issued 6,800,000 units ("Units") priced at $0.05 per Unit, each comprised of one non flow-through common share and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant") and 7,150,000 "flow-through" shares ("FT Shares") priced at $0.05 per FT Share. Each Warrant is exercisable to acquire one common share of the Company (a "Warrant Share") at an exercise price of $0.10 per Warrant Share until September 2, 2028, but subject to certain accelerated expiry terms (note 12).

On September 25, 2025, the Company closed the second tranche of the 2025 Offering for gross proceeds totaling $1,299,000 through the issuance of 17,980,000 Units and 8,000,000 FT Shares. The Warrants issued under the second tranche expire on September 25, 2028.

On October 7, 2025, the Company closed the final tranche of the 2025 Offering for gross proceeds totaling $503,500 through the issuance of 6,750,000 Units and 3,320,000 FT Shares. The Warrants issued under the final tranche expire on October 7, 2028. In total, the Company issued an aggregate of 31,530,000 Units and 18,470,000 FT Shares for aggregate gross proceeds of

$2,500,000. The Company paid issuance costs of $111,138, cash finders' fees of $109,400 and issued 2,088,000 finder's warrants (note 12) valued at $108,496 as compensation in connection with the 2025 Offering.

1. Share Capital - continued Exercise of Warrants

   During the year ended January 31, 2026, 3,800,000 share purchase warrants with an exercise price of $0.10 were exercised for gross proceeds of $380,000 (the fair value attributed was $84,900) (2025 - nil).

2. Share Based Payments

The Company has an Omnibus Equity Incentive Plan (the "Plan") under which it is authorized to grant options to purchase common shares of the Company, restricted share units ("RSUs") and deferred share units ("DSUs") to directors, senior officers, employees and/or consultants of the Company. The aggregate number of shares of the Company which may be issued and sold under the Plan will not exceed 10% of the total number of common shares issued and outstanding from time to time. Share options are granted with a maximum term of ten years with vesting requirements at the discretion of the Board of Directors. DSUs will be settled by the Company as soon as practicable following the death, retirement, or loss of office or directorship, or employment of the participant with the Company terminates, no later than the end of the first calendar year following the year in which event occurs.

The Company records a charge to the statements of operations and comprehensive loss using the Black-Scholes fair valuation option pricing model with respect to a share option grant. The valuation is dependent on a number of estimates, including the risk-free interest rate, the level of share volatility, together with an estimate of the expected life. Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable measure of the fair value of the Company's share purchase options. The Company records a charge to the statements of operations and comprehensive loss for DSUs based on the fair value of the DSUs on the grant date, subject to vesting requirements.

On February 18, 2025, the Company granted 3,000,000 share options to directors, officers, employees and consultants of the Company exercisable at $0.10 per share for a period of five years from the date of issuance. Of these, 2,500,000 share options vested immediately, and 500,000 share options vest in equal quarterly instalments over a one year period. The value ascribed to the 3,000,000 share options granted was estimated at $102,000 using the Black-Scholes model for option pricing. The assumptions used to determine the value were: stock price - $0.04; expected dividend yield - 0%; weighted expected volatility - 145.55%; risk-free interest rate - 2.89% and an expected life of 5 years. The Company also granted 4,600,000 DSUs to directors of the Company, which vested immediately with a fair value of $184,000.

On December 12, 2025, the Company granted 5,100,000 share options to directors, officers, employees and consultants of the Company exercisable at $0.20 per share for a period of five years from the date of issuance. One-half of the share options vested immediately, and the remaining half vest on December 12, 2026. The value ascribed to the 5,100,000 share options granted was estimated at $790,500 using the Black-Scholes model for option pricing. The assumptions used to determine the value were: stock price - $0.17; expected dividend yield - 0%; weighted expected volatility - 152.58%; risk-free interest rate - 3.01% and an expected life of 5 years.

The following table reflects the continuity of share options for the years ended January 31, 2025 and 2026:

The following table reflects the actual share options issued, exercisable, and outstanding as at January 31, 2026.

The following table reflects the continuity of deferred share units for the years ended January 31, 2025 and 2026:

Balance, January 31, 2024 and 2025 -

Granted 4,600,000

1. Share Based Payments - continued

   The following table reflects the actual deferred share units vested and outstanding as at January 31, 2026.

   	Grant date	DSUs Granted	DSUs Vested	Fair Value*
   	February 18, 2025	4,600,000	4,600,000	$ 0.04
   12.	* On date of grant Warrants

   The table below reflects the continuity of warrants for the years ended January 31, 2025 and 2026:

   	Number of warrants	Allocated value
   Balance, January 31, 2024	18,152,391	$ 642,712
   Issued	28,447,000	678,367
   Expired	(18,152,391)	(642,712)
   Balance, January 31, 2025	28,447,000	678,367
   Issued	17,853,000	574,646
   Exercised	(3,800,000)	(84,900)
   Balance, January 31, 2026	42,500,000	$ 1,168,113

   The exercise price and expiry date of the warrants outstanding as at January 31, 2026 are:

   Expiry Date	Type	Remaining Life	Number	Exercise Price
   March 2, 2027	Finder's warrants	1.08	606,000	$ 0.05
   March 25, 2027	Finder's warrants	1.15	1,192,800	0.05
   April 7, 2027	Finder's warrants	1.18	289,200	0.05
   October 31, 2027	Warrants	1.75	23,500,000	0.10
   October 31, 2027	Finders' warrants	1.75	1,347,000	0.05
   September 2, 2028	Warrants	2.59	3,250,000	0.10
   September 25, 2028	Warrants	2.65	8,990,000	0.10
   October 7, 2028	Warrants	2.68	3,325,000	0.10
   		2.05	42,500,000	$ 0.10

2. Warrants - continued

   During the years ended January 31, 2025 and 2026, the following warrants were issued and valued using the Black-Scholes option pricing model parameters listed below (in each case with no dividends):

   Type Expiry Date Stock Price Exercise Price Risk-free Interest Rate Expected Life (years) Volatility Factor Fair Value

   Warrants	Oct. 31, 2027	$ 0.07	$ 0.10	3.03 %	3.00	159.74 % $	0.057
   Finder's wts	Oct. 31, 2027	$ 0.07	$ 0.05	3.03 %	3.00	159.74 % $	0.061
   Warrants	Sep. 2, 2028	$ 0.05	$ 0.10	2.66 %	3.00	168.77 % $	0.040
   Finder's wts	Mar. 2, 2027	$ 0.05	$ 0.05	2.67 %	1.50	176.13 % $	0.036
   Warrants	Sep. 25, 2028	$ 0.07	$ 0.10	2.49 %	3.00	169.45 % $	0.059
   Finder's wts	Mar. 25, 2027	$ 0.07	$ 0.05	2.50 %	1.50	177.40 % $	0.054
   Warrants	Oct. 7, 2028	$ 0.095	$ 0.10	2.46 %	3.00	171.74 % $	0.082
   Finder's wts	Apr. 7, 2027	$ 0.095	$ 0.05	2.46 %	1.50	176.59 % $	0.077

3. Income (Loss) Per Common Share

   The following table sets forth the computation of basic and diluted income (loss) per share for the years ended January 31, 2025 and 2026:

   	2026	2025
   Income (Loss) attributable to common shareholders	$ (2,687,793)	$ (3,855,042)
   Weighted-average common shares outstanding - basic and diluted	161,871,701	81,565,365
   Basic and diluted income (loss) per common share	$ (0.017)	$ (0.047)

   Diluted income (loss) per share does not include the effect of share options and warrants outstanding if their effect is anti-dilutive.

4. Deferred Premium on Flow-through Shares

   To the extent that the Company issues common shares to subscribers on a flow-through basis at a premium to the market value of non-flow-through common shares, any such premium is recorded as a liability on the Company's consolidated statement of financial position at the time of subscription. This liability is reduced, on a pro-rata basis, as the Company fulfills its expenditure renunciation obligation associated with such flow-through share issuances, with an offsetting amount recognized as income. As at January 31, 2026, the Company had remaining flow-through expenditure commitments of approximately $250,000.

   Balance, January 31, 2024 $ -

   Flow-through financing premium (Rocky Shore Metals Ltd.) 15,370

   Flow-through financing premium 47,059

   Private placement -

   Premium recognized in loss from operations (15,370)

   Balance, January 31, 2025 $ 47,059

   Premium recognized in loss from operations (47,059)

   Balance, January 31, 2026 $ -
5. Income Taxes

The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 26.5% (2025 - 26.5%) to the effective tax rate is as follows:

Net loss before recovery of income taxes $ (2,687,793) $ (3,855,042)

Expected income tax (recovery) expense $ (712,270) $ (1,021,590) Non-deductible and other expenses 207,310 7,070

Share issuance costs booked directly to equity (88,940) (71,520) Non-taxable portion of capital gain - -

Acquisition of Rocky Shore Metals Ltd. - (454,540) Renunciation of flow-through expenditures 253,130 113,500

Change in tax benefits not recognized 340,770 1,427,080 Income tax (recovery) expense $ - $ -

1. Income Taxes - continued Unrecognized deferred tax assets

   Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences:

   	2026	2025
   Operating tax losses carried forward	$11,275,950	$10,395,430
   Capital losses carried forward	135,010	135,010
   Resource pools - mineral properties	26,178,290	25,875,480
   Mining tax credits	510,880	510,880
   Share issuance costs	444,480	272,610
   Deferred premium on flow-through shares	-	47,060
   Property, plant, and equipment	22,550	22,270
   Other	-	-

   The Canadian operating tax loss carry forwards expire as noted in the table below. The capital loss carry forward may be carried forward indefinitely, but can only be used to reduce capital gains. The remaining deductible temporary differences may be carried forward indefinitely. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the group can utilize the benefits therefrom.

   The Company's Canadian operating tax losses expire as follows:

   Year	Amount	Year	Amount
   2029	$ 67,900	2038	$ 738,710
   2030	79,740	2039	692,880
   2031	67,900	2040	954,280
   2032	953,130	2041	550,160
   2033	1,241,970	2042	529,960
   2034	864,550	2043	579,620
   2035	766,920	2044	95,940
   2036	633,400	2045	802,990
   2037	775,540	2046	880,360

   Total $11,275,950

2. Related Party Transactions and Balances

   1. Director and executive management compensation

      Directors and executive management's compensation for the years ended January 31, 2025 and 2026 consisted of the following:

      	2026	2025
      Salary and consulting fees	$ 391,500	$ 224,716
      Employment benefits	20,438	14,692
      Fair value of share based compensation	670,865	-
      	$ 1,082,803	$ 239,408
      During the year ended January 31, 2026,	4,600,000 deferred share units with	a fair value of

      $184,000 were granted to directors, and executive management and directors received the following stock options (2025 - nil):

      Expiry date	Number of options	Exercise price	Stock price Risk-free Expected at grant interest rate life			Volatility factor	Fair value
      February 18, 2030	1,750,000	$ 0.10	$ 0.04	2.89 %	5.0	146 %	$ 0.034
      December 12, 2030	4,850,000	$ 0.20	$ 0.17	3.01 %	5.0	153 %	$ 0.155

   2. Director and executive management transactions

      The aggregate value of transactions and outstanding balances relating to entities over which directors and executive management have control or significant influence were as follows:

      Transaction value Balance outstanding Year ended Jan. 31, as at Jan. 31,

      Account	Note	2026	2025	2026	2025
      Management and administrative services	(i)	$ 30,000 $ 147,916		$ - $ 45,833
      Recovery of costs	(ii)	- 182,550		- 16,950

      $ 30,000 $ 330,466 $ - $ 62,783

      1. The company paid consulting fees to Brian Michael Howlett & Associates Inc., a company controlled by Brian Howlett, Chairman of the Board of Directors. During the prior period, Brian Howlett voluntarily deferred a portion of his salary from November 1, 2023 to September 30, 2024.

      2. The Company charged geological consulting fees to Juno Corp., a corporation with common management and directors, for the time of the Company's geologists.

         1. Related Party Transactions and Balances - continued

   3. Other related party transactions

See note 7 for additional information on related party participation in the acquisition of Rocky Shore Metals Ltd.

1. Capital Risk Management

   The Company's capital is composed of shareholders' equity. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of mineral properties. 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 its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and 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 ongoing 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 year ended January 31, 2026. The Company is not subject to externally imposed capital requirements.

   Financial risk factors

   The Company's risk exposures and the impact on the Company's financial instruments are summarized below.

   1. Credit risk

      The Company's credit risk is primarily attributable to accounts receivable which consist primarily of Harmonized Sales Tax receivable. The Company has no significant concentration of credit risk arising from operations. Management believes that the credit risk concentration with respect to financial instruments included in accounts receivable is remote.

   2. Liquidity risk

      The Company is currently in the exploration stage and has not commenced commercial operations. As at the date of issue of these consolidated financial statements, the Company had an accumulated deficit of $ 50,260,164. As at January 31, 2026, the Company was not yet generating operating cash flows, and had working capital of $2,009,289 (January 31, 2025: $ 798,749). Within this amount, it had a cash balance of $2,076,778 (January 31, 2025: $ 858,024) to settle current liabilities of $ 236,490 (January 31, 2025: $ 209,313).

      1. Capital Risk Management - continued Financial risk factors - continued

         The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to fund its liabilities as they become due. All of the Company's financial liabilities have contractual maturities of less than 60 days and are subject to normal trade terms. The Company may be required to obtain additional capital to continue its progress toward recovering the amount expended on its mineral properties, and although success in this regard is not assured, management is of the opinion that additional capital can be raised as required for the foreseeable future.

   3. Market risk

      1. Interest rate risk

         The Company has cash balances and no interest-bearing debt. Interest rate risk is remote.

         ii) Price risk

         The Company is indirectly exposed to price risk with respect to the price of both precious and base metals. The Company closely monitors commodity prices to determine the appropriate course of action to be taken by the Company. Price risk is remote since the Company is not a producing entity. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.

   4. Fair Value

The fair values of the Company's cash and cash equivalents, accounts receivable and accounts payable approximate their carrying values because of the short term-nature of these instruments.

1. Subsequent Events

   1. On February 19, 2026, the Company closed the first tranche of a private placement financing for gross proceeds totaling $4,798,162. The Company issued 27,418,071 units ("Units") priced at

      $0.175 per Unit, each comprised of one common share and one common share purchase warrant (each, a "Warrant"). Each Warrant is exercisable to acquire one common share of the Company (a "Warrant Share") at an exercise price of $0.30 per Warrant Share until February 19, 2029. In connection with the closing of the first tranche, the Company paid certain cash finders fees and issued an aggregate of 1,023,543 finder's warrants exercisable to acquire one common share at an exercise price of $0.175 until August 19, 2027.

      18. Subsequent Events - continued

      On February 25, 2026, the Company closed the final tranche of a private placement financing for gross proceeds totaling $1,283,813. The Company issued 7,336,071 units ("Units") priced at

      $0.175 per Unit, each comprised of one common share and one common share purchase warrant (each, a "Warrant"). Each Warrant is exercisable to acquire one common share of the Company (a "Warrant Share") at an exercise price of $0.30 per Warrant Share until February 25, 2029. In connection with the closing of the final tranche, the Company paid certain cash finders fees and issued an aggregate of 376,200 finder's warrants exercisable to acquire one common share at an exercise price of $0.175 until August 25, 2027. In total, the Company issued 34,754,142 Units for aggregate gross proceeds of $6,081,975.

   2. On March 26, 2026, the Company, through RSM, closed two purchase agreements for the acquisition of an additional 128 mining claims in central Newfoundland in exchange for a total of

      $45,000 cash and 1,500,000 common shares of the Company, valued at $225,000. The vendors retained a 2% NSR, which RSM may repurchase, at any time, 50% of the 2% NSR for $1,000,000 cash.

   3. On May 5, 2026, the Company, through RSM, closed a purchase agreement for the acquisition of an additional 13 mining claims in central Newfoundland in exchange for a total of $25,000 cash and 250,000 common shares of the Company, valued at $42,500. The vendors retained a 2% NSR, which RSM may repurchase, at any time, 50% of the 2% NSR for $1,000,000 cash.

   4. Subsequent to year end, a total of 771,100 warrants with exercise prices ranging from $0.05 to

$0.10 per share were exercised for gross proceeds of $54,805.