Spanish Mountain Gold Ltd.TSXV: SPA

Financial Information - Dec 31, 2025 (FS)

· Issued by Spanish Mountain Gold Ltd.


SPANISH MOUNTAIN GOLD LTD. Consolidated Financial Statements For the years ended December 31, 2025 and 2024

(Expressed in Canadian dollars)



Tel: (604) 688-5421

Fax: (604) 688-5132

https://www.bdo.ca

BDO Canada LLP

Royal Centre, 1055 West Georgia Street Unit 1100, P.O. Box 11101

Vancouver, British Columbia V6E 3P3

Independent Auditor's Report

To the Shareholders of Spanish Mountain Gold Ltd.

Opinion

We have audited the consolidated financial statements of Spanish Mountain Gold Ltd. and its subsidiary (the "Company"), which comprise the consolidated statement of financial position as at December 31, 2025, and the consolidated statements of loss and comprehensive loss, changes in shareholders equity and cash flows for the year 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 December 31, 2025, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) ("IFRS Accounting Standards").

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the consolidated financial statements, which indicate that the Company is an exploration stage resource company that does not generate any revenue and has been relying on equity based financing to fund its operations. During the year ended December 31, 2025, the Company reported a net loss and comprehensive loss of $2,636,490 and had an accumulated deficit of $21,434,135 as at that date. As stated in Note 1, these events and 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 to this matter.

Key Audit Matters

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

Other Matter

The consolidated financial statements of the Company for the year ended December 31, 2024 were audited by another auditor who expressed an unmodified opinion on those consolidated financial statements on April 29, 2025.

BDO Canada LLP, a Canadian limited liability partnership, is a member of BDO International Limited, a UK company limited by guarantee, and 1

forms part of the international BDO network of independent member firms.



Other Information

Management is responsible for the other information. The other information comprises the information included in Management's Discussion and Analysis (the "MD&A").

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained the MD&A 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 in this auditor's report. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.



  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  • 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 group financial statements. We are responsible for the direction, supervision and review of the audit work performed for 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 audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current 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 Rob Scupham.



Chartered Professional Accountants Vancouver, British Columbia

April 1, 2026

SPANISH MOUNTAIN GOLD LTD.

Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

Note

December 31,

2025

December 31,

2024

ASSETS

$

$

Current assets

Cash and cash equivalents

13(a)

3,837,097

6,873,687

GST recoverable

169,713

136,838

Current portion of prepaid expenses and deposits

5

209,950

193,371

Subscription receivable

11(b)

180,000

-

4,396,760

7,203,896

Mineral property

6,12

107,877,397

98,329,390

Property and equipment

7

933,709

952,882

Prepaid expenses and deposits

5

123,734

-

Deposits for reclamation

6

91,000

91,000

Rent deposit

10

10,444

10,444

Total assets

113,433,044

106,587,612

LIABILITIES

Current liabilities

Accounts payable and accrued liabilities

8,12

493,008

812,594

Current portion of lease liability

10

71,006

65,307

564,014

877,901

Flow-through premium liability

9

162,411

558,646

Lease liability

10

94,647

165,653

Deferred tax liability

15

538,828

-

Total liabilities

1,359,900

1,602,200

SHAREHOLDERS' EQUITY

Share capital

11(b)

129,613,632

121,683,532

Reserves

3,893,647

2,277,422

Deficit

(21,434,135)

(18,975,542)

Total shareholders' equity

112,073,144

104,985,412

Total liabilities and shareholders' equity

113,433,044

106,587,612

Nature of operations and going concern (Note 1) Subsequent events (Note 16)

Approved and authorized for issue on behalf of the Board of Directors:

/s/ "Richard Orazietti" /s/ "Lembit Janes"

Director Director

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