RPX GoldTSXV: RPX

FS (Interim Financial Statements English JAN 31 2026)

· Issued by RPX Gold


‌RPX Gold Inc. (formerly Red Pine Exploration Inc.) ‌Condensed Interim Consolidated Financial Statements

‌For the Three and Six Months Ended January 31, 2026 and 2025 (Expressed in Canadian Dollars)‌

Notice to Reader of Condensed Interim Consolidated Financial Statements

Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the interim financial statements they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by, and are the responsibility of, the Company's management. The Company's independent auditor has not performed a review of these financial statements.

RPX Gold Inc. (formerly Red Pine Exploration Inc.)

Condensed Interim Consolidated Statements of Financial Position

(Unaudited, expressed in Canadian Dollars)

Note

January 31,

2026

July 31,

2025

Assets

Current

Cash and cash equivalents

$ 5,063,473

$ 9,427,734

Marketable securities

2,500

2,500

Amount receivable

4

62,925

248,212

Prepaid expenses

215,008

205,091

Total current assets

5,343,906

9,883,537

Non-current assets

Restricted cash

5

315,000

315,000

Property, plant and equipment

6

34,925

28,984

Right of use asset

7

332,421

173,696

Total non-current assets

682,346

517,680

Total assets

$ 6,026,252

$ 10,401,217

Liabilities

Current

Accounts payable and accrued liabilities

11(b)

$ 1,226,482

$ 1,349,295

Lease liability

7

85,221

71,066

Deferred flow-through premium

11(a)

207,238

413,563

Total current liabilities

1,518,941

1,833,924

Non-current

Lease liability

7

229,268

82,372

Total non-current liabilities

229,268

82,372

Total liabilities

1,748,209

1,916,296

Shareholders' equity

Share capital

10

119,425,723

119,028,199

Contributed surplus

10

10,189,577

10,006,700

Warrant reserve

10

2,402,393

2,652,303

Accumulated deficit

(127,739,650)

(123,202,281)

Total shareholders' equity

4,278,043

8,484,921

Total liabilities and shareholders' equity

$ 6,026,252

$ 10,401,217

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

Nature of operations and going concern (note 1)

Commitments (note 11)

Approved on behalf of the Board

"Paul Martin" "Alice Murphy"

Paul Martin, Director Alice Murphy, Director

RPX Gold Inc. (formerly Red Pine Exploration Inc.)

Condensed Interim Consolidated Statements of Comprehensive Loss

(Unaudited, expressed in Canadian Dollars)

Three months ended

January 31

Six months ended

January 31

Note

2026

2025

2026

2025

Expenses

Exploration expenditures

8

$ 1,823,297

$ 1,653,739

$ 3,689,069

$ 2,773,957

Amortization

6,7

26,746

54,813

73,433

94,942

Gain on disposal of equipment

6

-

-

(1,000)

-

Foreign exchange loss (gain)

3

(59)

(48)

(84)

General and administrative

227,396

166,323

414,626

318,524

Interest (income)

(24,155)

(20,647)

(75,102)

(73,870)

Lease accretion

7

1,212

4,277

2,999

6,890

Payroll and professional fees

9

244,002

373,592

456,840

649,638

Share-based compensation

9,10

133,117

105,389

182,877

181,653

Total expense

2,431,618

2,337,427

4,743,694

3,951,650

Other income

Flow-through share premium

10,11

161,602

78,822

206,325

129,139

Total other income

161,602

78,822

206,325

129,139

Net loss and comprehensive loss

$ (2,270,016)

$ (2,258,605)

$ (4,537,369)

$ (3,822,511)

Basic and diluted loss per share

$ (0.01)

$ (0.01)

$ (0.01)

$ (0.01)

Weighted average number of common shares outstanding

(basic and diluted)

10

371,849,044

292,302,334

371,182,831

258,070,584

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

RPX Gold Inc. (formerly Red Pine Exploration Inc.) Condensed Interim Consolidated Statements of Cash Flows (Unaudited, expressed in Canadian Dollars)

Three months ended January 31

Six months ended January 31

2026

2025

2026

2025

Operations

Net comprehensive income (loss)

$ (2,270,016)

$ (2,258,605)

$ (4,537,369)

$ (3,822,511)

Adjustments for non-cash items:

Depreciation and amortization

26,746

54,813

73,433

94,942

Change in deferred flow-through

premium

(161,602)

(78,822)

(206,325)

(129,139)

Gain on sale of equipment

-

-

(1,000)

-

Lease accretion

1,212

4,277

2,999

6,890

Stock-based compensation

133,117

105,389

182,877

181,653

(2,270,543)

(2,172,948)

(4,485,385)

(3,668,165)

Net changes in non-cash working

capital

Amount receivable

100,099

11,730

185,287

(73,470)

Prepaid expenses

10,879

35,900

(9,917)

(115,254)

Accounts payable and accrued liabilities

164,930

34,156

(122,813)

(85,579)

Net cash used in operating activities

(1,994,635)

(2,091,162)

(4,432,828)

(3,942,468)

Investing activities

Building and equipment additions

(12,345)

-

(21,345)

-

Proceeds on sale of equipment

-

-

2,000

-

Net cash from (used in) investing activities

(12,345)

-

(19,345)

-

Financing activities

Exercise of broker warrants

54,385

-

147,614

-

Proceeds from share issuances

-

-

-

11,000,358

Share issue costs

-

-

-

(922,623)

Lease payments

(19,745)

(74,357)

(59,702)

(104,673)

Net cash from (used in) financing activities

34,640

(74,357)

87,912

9,973,062

Net increase (decrease) in cash

(1,972,340)

(2,165,519)

(4,364,261)

6,030,594

Cash, beginning of period

7,035,813

9,630,707

9,427,734

1,434,594

Cash, end of period

$ 5,063,473

$ 7,465,188

$ 5,063,473

$ 7,465,188

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

RPX Gold Inc. (formerly Red Pine Exploration Inc.)

Condensed Interim Consolidated Statements of Changes in Shareholders' Equity As at January 31, 2026 and 2025

(expressed in Canadian Dollars)

Number of

Shares

Share

Capital

$

Contributed

Surplus

$

Warrant

Reserve

$

Accumulated

Deficit

$

Shareholders'

Equity

$

Balance, July 31 2024

190,711,334

104,266,981

9,690,026

490,212

(113,754,891)

692,328

Net loss for the period

-

-

-

-

(3,822,511)

(3,822,511)

Share issuance

101,591,000

11,000,358

-

-

-

11,000,358

Value of flow through premium

-

(436,513)

-

-

-

(436,513)

Cost of issue

-

(922,623)

-

-

-

(922,623)

Value of broker warrants issued

-

(432,560)

-

432,560

-

-

Share based compensation

-

-

181,653

-

-

181,653

Value of warrants expired

-

171,704

-

(171,704)

-

-

Balance, January 31, 2025

292,302,334

113,647,347

9,871,679

751,068

(117,577,402)

6,692,692

Balance, July 31 2025

370,516,618

119,028,199

10,006,700

2,652,303

(123,202,281)

8,484,921

Net loss for the period

-

-

-

-

(4,537,369)

(4,537,369)

Share based compensation

-

-

182,877

-

-

182,877

Value of warrants exercised

1,640,151

264,006

-

(116,392)

-

147,614

Value of warrants expired

-

133,518

-

(133,518)

-

-

Balance, January 31, 2026

372,156,769

119,425,723

10,189,577

2,402,393

(127,739,650)

4,278,043

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

  1. ‌NATURE OF OPERATIONS AND GOING CONCERN

    RPX Gold Inc. (the "Company" or "RPX Gold", formerly Red Pine Exploration Inc.) was founded in 1936 under the laws of Ontario, Canada for the acquisition, exploration, and development of mining properties. The Company's head office and primary location of its registered records is 372 Bay Street, Suite 1702, Toronto, Ontario, M5H 2W9. The Company is currently in the exploration stage and has not commenced any commercial operations.

    The accompanying Condensed Interim Consolidated Financial Statements for the three and six months ended January 31, 2026 and 2025 (the "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.

    As at January 31, 2026, the Company had cash of $5,063,473 (July 31, 2025: $9,427,734) and an accumulated deficit of $127,739,650 (July 31, 2025: $123,202,281) and for the three and six months ended January 31, 2026 had net cash used in operating activities of $1,994,635 and $4,432,828 respectively (three and six months ended January 31, 2025: $2,091,162 and $3,942,468). Cash decreased in the six months ended January 31, 2026 primarily due to expenditures incurred on exploration activities and general corporate purposes.

    In assessing whether the going concern assumption is appropriate, management considers all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. The Company's ability to continue operations and fund its mining interest expenditures is dependent on management's ability to secure additional financing. Management is actively pursuing such additional sources of financing, and while it has been successful in doing so in the past, there can be no assurance it will be able to do so in the future. The Company is currently in the exploration stage and has not identified economically recoverable minerals. These conditions indicate that a material uncertainty exists that may cast significant doubt about the Company's ability to continue as a going concern.

    Although the Company has taken steps to verify title to the properties on which it is conducting exploration and in which it has an interest, in accordance with industry standards for the current stage of operations of such properties, these procedures do not guarantee the Company's title. Property title may be subject to government licensing requirements or regulations, unregistered prior agreements, unregistered claims, indigenous claims, and non-compliance with regulatory, environmental and social licensing requirements. The Company's assets may also be subject to increases in taxes and royalties and renegotiation of contracts.

    These Condensed Interim Consolidated Financial Statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and consolidated statement of financial position classifications that may be necessary were the going concern assumption inappropriate, and these adjustments could be material.

  2. BASIS OF PREPARATION
    1. ‌Statement of Compliance

      These Condensed Interim Consolidated Financial Statements have been prepared in accordance with IAS 34, Interim Financial Reporting using accounting policies consistent with IFRS® Accounting Standards as issued by the International Accounting Standards Board ("IASB") and IFRIC® Interpretations of the IFRS Interpretations Committee. They do not include all information required for annual Financial Statements

      1. ‌BASIS OF PREPARATION (continued)
        1. Statement of Compliance (continued)

          and should be read in conjunction with the Consolidated Financial Statements of the Company as at and for the year ended July 31, 2025. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes to the Company's financial position and performance since the last audited annual consolidated financial statements.

          ‌The Financial Statements were approved by the Board of Directors on March 10, 2026.

        2. ‌Basis of Measurement

          These Financial Statements have been prepared on a historical cost basis, using the accrual basis of accounting, except for certain financial instruments that have been measured at fair value at the end of each reporting period as explained in the accounting policies.

        3. ‌Basis of Consolidation

          These Financial Statements include the accounts of the Company and its wholly owned subsidiaries, Augustine Ventures Inc. and Wawa GP Inc. All intercompany balances and transactions have been eliminated in full on consolidation. On August 1, 2025, the Company entered into a vertical amalgamation, whereby all of its wholly owned subsidiaries were amalgamated with the parent company.

        4. Critical Accounting Estimates and Judgments

      The preparation of financial statements in conformity with IFRS requires that management make judgements, estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes to the financial statements. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results may differ from those estimates.

      Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities, profits and expenses. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The effect of a change in an accounting estimate is recognized prospectively by including it in income in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both.

      Interim results are not necessarily indicative of the results expected for the financial year. Actual annual results may differ from interim estimates. The accounting policies, including significant judgements made by management applied in the preparation of the Condensed Interim Consolidated Financial Statements, are consistent with those applied and disclosed in the Company's audited consolidated financial statements for the year ended July 31, 2025.

      1. ‌BASIS OF PREPARATION (continued)

        (d) Critical Accounting Estimates and Judgments (continued)

        Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could have an effect on the amounts recognized in the Financial Statements relate to the following:

        Going Concern

        The preparation of the Financial Statements requires management to make judgments regarding the going concern of the Company. (Note 1)

        Share-based payment transactions:

        The Company measures the cost of equity-settled transactions with employees and applicable nonemployees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, risk-free interest rates, volatility and dividend yield and making assumptions about them. Expected volatility is generally based on the historical volatility of the Company. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 10.

        Deferred Taxes

        The estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Company's ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income, which in turn is dependent upon the successful discovery, extraction, development and commercialization of mineral reserves. To the extent that management's assessment of the Company's ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets, and deferred tax provisions or recoveries could be affected.

      2. CAPITAL MANAGEMENT

      The Company defines capital management as the manner in which it manages its shareholders' equity. As at January 31, 2026, the Company's shareholders' equity was $4,278,043 (July 31, 2025 - $8,484,921). There were no changes in the Company's approach to capital management during the six months ended January 31, 2026 and the Company is not subject to any externally imposed capital requirements.

      The Company's objective in managing capital is to maintain the entity's ability to continue as a going concern, support the Company's normal operating requirements and to continue the exploration and evaluation of its mineral properties. The Board of Directors does not establish a 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.

      1. CAPITAL MANAGEMENT (continued)

        The Company regularly monitors and reviews the amount of capital in proportion to risk and future development and exploration opportunities. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new debt or equity or similar instruments to obtain additional financing.

        As at January 31, 2026, the Company had a working capital surplus of $3,824,965 (July 31, 2025:

        $8,049,613) and for the three and six months ended January 31, 2026, used net cash in operating activities of $2,091,162 and $3,942,468, respectively (January 31, 2025: $2,091,162 and $3,942,468, respectively). Working capital is a non-GAAP measure calculated as total current assets less total current liabilities.

      2. AMOUNT RECEIVABLE

        As at

        January 31, 2026

        As at

        July 31, 2025

        Harmonized sales tax receivable

        $ 62,925

        $ 248,212

        Balance year end

        $ 62,925

        $ 248,212

      3. RESTRICTED CASH

        The Company is required to provide an environmental bond to the Ontario Government for the Wawa Gold Project.

      4. PROPERTY, PLANT AND EQUIPMENT

        The following table sets out the changes to the carrying value of equipment and other assets:

        Six months ended

        January 31, 2026

        Year ended

        July 31, 2025

        Cost

        Balance, opening

        $ 840,617

        $ 840,617

        Disposal of equipment

        (18,000)

        -

        Additions

        21,345

        -

        Balance, end of period

        $ 843,962

        $ 840,617

        Accumulated amortization

        Balance, opening

        $ (811,633)

        $ (768,737)

        Disposal of equipment

        17,000

        -

        Amortization

        (14,404)

        (42,896)

        Balance, end of period

        $ (809,037)

        $ (811,633)

        Net book value, end of period

        $ 34,925

        $ 28,984

      5. ‌RIGHT OF USE ASSET AND LEASE LIABILITY

        The following table sets out the changes to the carrying value of right of use asset and lease liability:

        Six Months ended

        January 31, 2026

        Year ended

        July 31, 2025

        Right of use asset

        Balance, opening

        $ 173,696

        $ 150,117

        Additions

        217,754

        172,000

        Amortization

        (59,029)

        (148,421)

        Balance year end

        $ 332,421

        $ 173,696

        Lease liability

        Balance, opening

        $ 153,438

        $ 153,695

        Additions

        217,754

        172,000

        Lease accretion

        2,999

        12,330

        Lease payments

        (59,702)

        (184,587)

        Balance, year end

        $ 314,489

        $ 153,438

        Current portion lease liability

        $ 85,221

        $ 71,066

        Long term portion lease liability

        $ 229,268

        $ 49,626

        On December 12, 2016, the Company signed an office space lease agreement for office space located at 145 Wellington Street West for seven (7) years from January 1, 2017 to December 31, 2023. On September 28, 2023, the Company signed an agreement extending this lease from January 1, 2024 to December 31, 2025. On September 29, 2025, the Company signed a lease agreement for office space located at 372 Bay Street from January 1, 2026 to March 31, 2029.

        On October 25, 2024, the Company signed an equipment lease agreement for the Wawa Gold Project for four (4) years commencing from November 1, 2024 to October 31, 2028.

        The Company has estimated future lease-principal payments of $346,136 of which $100,309 are due over the next twelve months and $245,827 thereafter.

      6. ‌MINERAL PROPERTIES

      The Company has ownership interests in three exploration projects. The wholly owned Wawa Gold Project is the primary focus of exploration.

      Wawa Gold Project

      The Wawa Gold Project covers over 7,123 hectares ("ha"), including 307 claims covering 4,887 ha.; 17 leases covering 790 ha; and 106 patents covering 1,446 ha. The Wawa Gold Project hosts several former smaller scale mining operations and is located approximately 2 kilometres ("km") east of the Town of Wawa in northern Ontario.

      ‌Other Properties

      ‌The Company owns two other properties including 4 claims and 1 lease covering 133 ha in Northern Ontario.

      1. ‌ MINERAL PROPERTIES (continued) Cayenne Property

        The Cayenne property consists of 4 cell claims covering 70 ha and 1 lease covering 63 ha (total 133 ha)

        in Genoa Township located approximately 110 km southwest of Timmins, Ontario. The Company owns 100% of the property.

        Fern Elizabeth Property

        The Company has a 100% interest in 22 cell claims covering 407 ha located approximately 10 km northwest of Atikokan, Ontario. The Company allowed its interest in the Fern Elizabeth Property to lapse, as of January 22, 2026, as it was not considered a core property to its business.

        The following table summarizes the cumulative exploration and evaluation expenditures the Company has incurred on its mineral properties:

        Wawa Gold

        Project

        $

        Other

        Properties

        $

        Total

        Properties

        $

        Balance, July 31, 2024

        90,756,402

        13,569,860

        104,326,262

        Exploration expenditures

        7,625,499

        -

        7,625,499

        Balance, July 31, 2025

        98,381,901

        13,569,860

        111,951,761

        Exploration expenditures

        3,689,069

        -

        3,689,069

        Balance, January 31, 2026

        102,070,970

        13,569,860

        115,640,830

        The following table summarizes the exploration expenditures:

        Three months ended

        January 31

        Six months ended

        January 31

        Exploration expenditures

        2026

        2025

        2026

        2025

        Camp costs

        $ 73,237

        $ 76,967

        $ 154,018

        $ 166,791

        Compensation

        582,794

        548,409

        1,183,661

        1,086,973

        Drilling, assays and analysis

        703,688

        821,506

        1,264,999

        1,063,719

        First Nations Community

        Consultations

        41,000

        36,852

        73,000

        70,852

        Resource estimate costs

        19,935

        -

        88,615

        75,633

        Equipment costs

        45,791

        88,063

        114,590

        145,767

        Land management

        20,134

        24,657

        78,061

        106,937

        Data modelling and studies

        336,718

        -

        732,125

        -

        Exploration expenditures(a)

        $ 1,823,297

        $ 1,596,454

        $ 3,689,069

        $ 2,716,672

        1. Excludes property acquisitions and sales

      During the six months ended January 31, 2026, the Company incurred total exploration and evaluation expenditures, of $3,689,069 on the Wawa Gold property (six months ended January 31, 2025:

      $2,716,672).

      1. ‌MINERAL PROPERTIES (continued) Net Smelter Royalties ("NSR") Wawa Gold Project

        As part of the 100% consolidation of the Wawa Gold Project, the Company's previous joint venture partner retained a 2.0% NSR on production from the Wawa Gold project, of which 1.5% of the 2% NSR is subject to a buyback for a total cost of $1,750,000.

        On August 29, 2023, the Company entered into a net smelter return royalty agreement (the "Royalty Agreement") with Franco-Nevada Corporation ("Franco-Nevada") for the sale of a 1.5% net smelter return royalty (the "Royalty") on its Wawa Gold Project ("Wawa"). Pursuant to the Royalty Agreement, Franco-Nevada has been granted a one-time option, exercisable within 30 business days of RPX Gold providing notice to Franco-Nevada confirming both (i) a board-approved construction decision at Wawa, and (ii) completion of a feasibility study at Wawa, to purchase an additional 0.5% net smelter return royalty (the "Additional Royalty") at a cost of 1.0x the net present value of the Additional Royalty, which is to be calculated based on the value of the mineral reserves within the Wawa feasibility study, after applying a 5% discount rate, and utilizing the then-prevailing analyst consensus commodity price forecasts.

        On December 12, 2024, the Company acquired one patented mining and surface rights claim within the boundaries of the Wawa Gold Project and granted a 2% NSR, which is subject to a buyback of U.S.

        $10,000 for the first 1% and U.S. $20,000 for the second 1% or a total of U.S. $30,000 for the entire 2%, at any time.

        Other Properties

        The Company retains a 1.5% NSR on approximately 75 square km of claims 20 km east of Newmont Gold's Borden Gold project near Chapleau, Ontario. The NSR can be repurchased from RPX Gold for CAD $500,000. The underlying property package was sold to Probe Mines Ltd. in November 2012.

        The Company also retains a 1.5% NSR on approximately 70 square km of patents 100 km southwest of Timmins and 36 km south of Foleyet, Ontario.

      2. ‌RELATED PARTY TRANSACTIONS AND BALANCES

        Related parties as defined by IAS 24 Related Party Disclosures include the members of the Board of Directors, key management personnel and any companies controlled by these individuals. Key management personnel include those persons having authority and responsibility for planning, directing and controlling activities of the Company. Key management personnel for the Company consist of the Chief Executive Officer, Chief Financial Officer and Vice-President, Exploration.

        Three months ended

        January 31

        Six months ended

        January 31

        2026

        2025

        2026

        2025

        Compensation

        $ 189,270

        $ 200,500

        $ 378,540

        $ 542,667

        Share based compensation(1)

        93,742

        75,423

        135,306

        134,803

        Total

        $ 283,012

        $ 275,923

        $ 513,846

        $ 677,470

        (1) Represents the expense of stock options vested during the period

      3. ‌SHARE CAPITAL
        1. Common Shares

      The authorized share capital consists of an unlimited number of common shares. The common shares have no par value. As at January 31, 2026, the Company had 372,156,769 issued and outstanding common shares (July 31, 2025: 370,516,618). All issued and outstanding common shares are fully paid.

      On July 9, 2025, the Company completed an agreement in connection with a brokered offering, for gross proceeds of approximately $8,500,000 (the "Offering"). The Offering was led by Research Capital Corporation as the sole bookrunner and co-lead agent, and together with Haywood Securities Inc., as co-lead agents (the "Agents").

      The Offering consisted of 55,000,000 of non-flow-through units of the Company (the "NFT Units") at a price of $0.10 per NFT Unit; (ii) 12,500,000 flow-through units of the Company (the "FT Units") at a price of $0.12 per FT Unit; and (iii) 10,714,284 flow-through units of the Company (the "CFT Units" and together with the NFT Units and FT Units, the "Offered Securities") at a price of $0.14 per CFT Unit.

      Each Unit consisted of one common share in the capital of the Company (a "Common Share") and one-half of one common share purchase warrant of the Company (each whole purchase warrant, a "Warrant"). Each FT Unit consisted of one Common Share which will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act") and one-half of one Warrant. Each CFT Unit will consist of one Common Share which will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Tax Act and one-half of one Warrant. Each Warrant will entitle the holder to acquire one Common Share (a "Warrant Share") at a price per Warrant Share of $0.15 for a period of 36 months from the closing date of the Offering, or by July 9, 2028. A total of 39,107,142 warrants were issued with an estimated value of $1,833,312 using the Black-Scholes model with the following assumptions: risk-free rate, 2.72%, dividend yield 0%, expected volatility of 98.8% and an expected life of 3 years.

      In consideration for its services, the Company has agreed to pay the Agents a cash commission of $506,800 and 4,660,857 Agents' Warrants. Each Agents' Warrant is exercisable to acquire one common share of the Company at a price equal to $0.10 for a period of 36 months from the closing date of the Offering. The Compensation Options had an estimated value of $252,914 using Black-Scholes model with the following assumptions: risk-free rate, 2.72%, dividend yield 0%, expected volatility of 98.8% and an expected life of 3 years. The value of the flow-through share premium was $366,580 and share issuance costs were

      $851,333.

      On October 1, 2024, the Company completed an agreement in connection with a "bought deal" private placement, for gross proceeds of approximately $11,000,358 (the "Offering"). Haywood Securities Inc. ("Haywood") acted as co-lead underwriter and sole bookrunner, on its own behalf and on behalf of Research Capital Corporation, as co-lead underwriter (together with Haywood, the "Underwriters") in connection with the Offering.

      The Offering consisted of i) 33,336,000 common shares (the "Non-FT Shares") of the Company at a price of C$0.09 per Non-FT Share (the "Non-FT Issue Price"), ii) 28,572,000 tranche 1 flow-through shares (the "Tranche 1 FT Shares") of the Company at a price of C$0.105 per Tranche 1 FT Share (the "Tranche 1 FT

      1. ‌SHARE CAPITAL (continued)
        1. Common Shares (continued)

      Issue Price"), and (iii) 39,683,000 tranche 2 flow-through shares (the "Tranche 2 FT Shares" and together with the Non-FT Shares and Tranche 1 FT Shares, the "Offered Shares") of the Company at a price of C$0.126 per Tranche 2 FT Share (the "Tranche 2 FT Issue Price"), including full exercise of the Agents' Option.

      Each Offered FT Share will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act").

      In consideration for its services, the Company paid the Underwriters a cash commission equal to 6.0% of the gross proceeds from the Offering and that number of non-transferable compensation options (the "Compensation Options") as is equal to 6.0% of the aggregate number of Offered Shares sold under the Offering. Each Compensation Option is exercisable to acquire one common share of the Company at a price equal to $0.09 for a period of 24 months from the closing date of the Offering. The Company issued 6,095,460 such Compensation Options to the Underwriters. The Compensation Options had an estimated value of $432,560 using Black-Scholes model with the following assumptions: risk-free rate, 2.93%, dividend yield 0%, expected volatility of 106.94% and an expected life of 2 years. The value of the flow-through share premium was $436,513 and share issuance costs were $922,623.

      Pursuant to the Investor Rights Agreement between the Company and Alamos Gold Inc. ("Alamos") dated December 31, 2019, Alamos has exercised its right to maintain its pro rata ownership interest of the Company's common shares on a partially diluted basis, purchasing 13,763,530 Offered Shares from the October 1, 2024 financing and nil from the July 9, 2025 financing. Alamos owns and controls 39,601,066 common shares of the Company as at October 31, 2025, representing approximately 10.66% of the issued and outstanding common shares of the Company on an undiluted basis.

    2. Stock Options

The Company has a stock option plan (the "Plan") pursuant to which the Company's Board of Directors may grant incentive stock options to directors, officers, employees and consultants at the discretion of the Board of Directors. The exercise price and vesting period of any option is fixed by the Board of Directors on the date of grant, in accordance with applicable stock exchange or other regulatory requirements, if applicable. The maximum aggregate number of common shares under option at any time under the Plan cannot exceed 10% of the issued shares.

‌10. SHARE CAPITAL (continued)

(b) Stock Options (continued)

The following schedule details stock options outstanding as of January 31, 2026:

Expiry Date

Exercise

Price

Options

Outstanding

Remaining

Life in Years

Options

Exercisable

April 14, 2026

0.73

1,296,665

0.20

1,296,665

June 1, 2026

0.76

50,000

0.33

50,000

October 1, 2026

0.61

100,000

0.67

100,000

January 25, 2027

0.47

795,500

0.98

795,500

May 12, 2028

0.20

904,400

2.28

678,300

March 20, 2029

0.19

1,440,000

3.13

720,000

April 29, 2029

0.20

1,040,000

3.24

520,000

October 16, 2029

0.15

1,225,000

3.71

612,500

January 29, 2030

0.11

2,755,000

4.00

1,377,500

January 21, 2031

0.21

2,915,000

4.98

728,750

Balance, January 31, 2026

$0.25

12,521,565

3.28

6,879,215

Movements in the stock options are summarized as follows:

Number of

Options

Weighted Average

Exercise Price

Balance, July 31, 2024

7,120,065

$ 0.36

Granted

4,095,000

0.14

Forfeited

(839,250)

0.36

Cancelled

(658,750)

0.25

Balance, July 31, 2025

9,717,065

$ 0.27

Granted

2,915,000

0.21

Forfeited

(84,250)

0.31

Cancelled

(26,250)

0.18

Balance, January 31, 2026

12,521,565

$ 0.25

On January 21, 2026, 2,915,000 stock options were granted to certain officers, employees and consultants of the Company. The stock options vest at a rate of 25% on the grant date and 25% on the three subsequent anniversary dates until fully vested. The fair value of the 2,915,000 options granted was

$373,754. The options have been valued using Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; share price of $0.21; expected volatility of 97.7%; risk free rate of 2.59% and a forfeiture rate of 0%. The stock options are being expensed over the 36-month vesting period.

On January 29, 2025, 2,845,000 stock options were granted to certain officers, employees and consultants of the Company. The stock options vest at a rate of 25% on the grant date and 25% on the three subsequent anniversary dates until fully vested. The fair value of the 2,845,000 options granted was

$202,402. The options have been valued using Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; share price of $0.11; expected volatility of 100.2%; risk free

  1. SHARE CAPITAL (continued)

    (b) Stock Options (continued)

    rate of 2.83% and a forfeiture rate of 0%. The stock options are being expensed over the 36-month vesting period.

    On October 16, 2024, 1,250,000 stock options were granted to certain officers, employees and consultants of the Company. The stock options vest at a rate of 25% on the grant date and 25% on the three subsequent anniversary dates until fully vested. The fair value of the 1,250,000 options granted was

    $118,112. The options have been valued using Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; share price of $0.15; expected volatility of 102.6%; risk free rate of 2.96% and a forfeiture rate of 0%. The stock options are being expensed over the 36-month vesting period.

    1. Warrants

      Movements in the warrants, which are linked to common share issues described above, are summarized as follows:

      Number of

      Warrants

      Weighted Average

      Exercise Price

      Balance, July 31, 2024

      4,396,115

      $ 0.22

      Granted

      49,863,459

      0.14

      Expired

      (3,018,708)

      0.22

      Balance, July 31, 2025

      51,240,866

      $ 0.14

      Exercised

      (1,640,151)

      0.09

      Expired

      (1,377,407)

      0.22

      Balance, January 31, 2026

      48,223,308

      $ 0.14

      Number of

      Warrants

      Weighted Average

      Exercise Price

      Warrants expiring on October 1, 2026

      4,455,309

      0.09

      Warrants expiring on July 9, 2028

      39,107,142

      0.15

      Warrants expiring on July 9, 2028

      4,660,857

      0.10

      Balance, January 31, 2026

      48,223,308

      $ 0.14

    2. Earnings per share

    The Company excludes from the diluted weighted average number of Common Shares all rights that, if exercised, would result in an anti-dilutive adjustment to the income (loss) per share calculation. Dilutive share options and warrants were determined using the Company's average share price for the period, resulting in 12,521,565 share options as well as 48,223,308 warrants being excluded from the calculation of diluted earnings per share for the three and six months ended January 31, 2026 (three and six months ended January 31, 2025 - 10,820,954 share options and 9,326,400 warrants).

  2. COMMITMENTS
    1. Flow-through shares

      For the six months ended January 31, 2026, the Company had incurred $861,096 of the $8,000,118 CEE commitment related to the October 2024 financing (twelve months ended July 31, 2025: $7,139,022). As at January 31, 2026, $nil of the remaining commitment of $1,695,997, relates to the October 2024 financing. The Company renounced the $8,000,118 of expenditures as at December 31, 2024 and had incurred all such CEE by December 31, 2025.

      For the six months ended January 31, 2026, the Company had incurred $1,304,003 of the $3,000,000 CEE commitment related to the July 2025 financing (twelve months ended July 31, 2025: $nil). As at January 31, 2025, $1,695,997 of the remaining commitment of $1,695,997, relates to the July 2025 financing.

      The change in the flow-through share CEE commitment and the change in deferred flow-through premium is summarized below:

      Flow-Through Share Canadian

      Exploration Expenditure Commitment

      Six Months ended

      January 31, 2026

      Year ended

      July 31, 2025

      CEE commitment - beginning

      $ 3,861,096

      $ -

      CEE commitment - additions:

      October 1, 2024

      -

      8,000,118

      July 9, 2025

      -

      3,000,000

      3,861,096

      11,000,118

      CEE spending in the period related to:(1)

      October 1, 2024 commitment

      (861,096)

      (7,139,022)

      July 9, 2025 commitment

      (1,304,003)

      -

      (2,165,099)

      (7,139,022)

      CEE commitment - period end

      $ 1,695,997

      $ 3,861,096

      Deferred Flow-through Premium

      Six Months ended

      January 31, 2025

      Year ended

      July 31, 2025

      Deferred FT premium - beginning

      $ 413,563

      $ -

      Deferred FT premium - additions

      -

      803,093

      413,563

      803,093

      Change in FT premium in the period(2)

      (206,325)

      (389,530)

      Deferred FT premium - period end

      $ 207,238

      $ 413,563

      (1) CEE spending in the period represents qualifying Canadian exploration expenditures incurred, which the Company had renounced or intended to renounce pursuant to the Income Tax Act of Canada.

      (2) Change in deferred FT premium in the period represents the amount recognized as income in the period as determined by the CEE spending in the period relative to the proceeds of the related original flow-through shares issued.

      11. COMMITMENTS (continued)
    2. First Nations Community Consultations

First Nations Community Consultations costs are incurred as a result of agreements signed in prior years with First Nations on whose traditional lands the Company conducts exploration activities. These costs require reconciliation with government approved expenditures before they can be finalized and invoiced by the respective Communities.

During the three and six months ended January 31, 2026, the Company accrued $41,000 and $73,000 of First Nations Consultations expenses for the period August 1, 2025 to January 31, 2026 (three and six months ended January 31, 2025 - $36,852 and $70,852, respectively). The liability associated with First Nations Consultations expenses included in Accounts payable and accrued liabilities as at January 31, 2026 is $655,573 (July 31, 2025 - $705,000).