Financial Statements (VCG FS Q4 2025 SEDAR)

Consolidated Financial Statements Years ended September 30, 2025 and 2024

(Presented in Canadian dollars)

SHIM & Associates LLP

Chartered Professional Accountants Suite 900 - 777 Hornby Street Vancouver, B.C. V6Z 1S4

T: 604 559 3511 | F: 604 559 3501

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Visionary Copper and Gold Mines Inc. (formerly Callinex Mines Inc.)

Opinion

We have audited the accompanying consolidated financial statements of Visionary Copper and Gold Mines Inc. and its subsidiary (the "Company") which comprise the consolidated statement of financial position as at September 30, 2025, the consolidated statement of loss and comprehensive loss, consolidated statement of changes in equity, and consolidated statement of 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 September 30, 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").

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 2 of the consolidated financial statements, which indicates 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.

Other Matter

The financial statements of the Company for the year ended September 30, 2024 was audited by another auditor who expressed an unmodified opinion on those statements on January 28, 2025.

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 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 as described in the Material Uncertainty Related to Going Concern section, we have determined that there are no key audit matters to communicate in our auditor's report.

Other Information

Management is responsible for the other information. The other information comprises the information included in the Management's Discussion and Analysis, but does not include the consolidated financial statements and our auditor's report thereon.

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

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards as issued by the IASB, 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 Dong H. Shim.

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, Canada January 28, 2026

(Presented in Canadian dollars)

APPROVED BY THE BOARD OF DIRECTORS

Michael Louie ("signed") Director Nico Civelli ("signed") Director

(Presented in Canadian dollars)

(formerly Callinex Mines Inc.)

Consolidated Statements of Cash Flows Years ended September 30, 2025, and 2024

(Presented in Canadian dollars)

Supplemental Cash Flow Information - Note 16

(formerly Callinex Mines Inc.)

Consolidated Statements of Changes in Equity Years ended September 30, 2025, and 2024 (Presented in Canadian dollars)

Common Capital Equity

shares Stock Reserve AOCL1Deficit Total # $ $ $ $ $

Balance, September 30, 2023 17,220,185 80,660,077 9,755,584 (353,995) (51,201,216) 38,860,450

Shares issued in consideration for:

1. Nature of operations

   Visionary Copper and Gold Mines Inc. ("Visionary" or the "Company") was incorporated on April 21, 2011, under the British Columbia Business Corporations Act for the purpose of receiving certain cash, equipment, common shares, and exploration and evaluation assets from Callinan Royalties Corporation (formerly Callinan Mines Limited) ("Callinan") in exchange for common shares of the Company by way of a plan of arrangement as approved by the shareholders of Callinan on June 7, 2011. The effective date of the transaction with Callinan was July 13, 2011. Since the plan of arrangement, the Company has been directly engaged in the exploration of mineral properties in Canada. Effective August 25, 2025, the Company changed its name from Callinex Mines Inc. to Visionary Copper and Gold Mines Inc. and its TSX Venture Exchange trading symbol from CNX to VCG. Effective January 1, 2026 the Company moved to the OTCQB Venture Market trading under the symbol VCGMF.

   The Company's head office and registered and records office address is 1100 - 1199 West Hastings Street, Vancouver, British Columbia, Canada V6E 3T5.

2. Basis of presentation, principals of consolidation and going concern

   The consolidated financial statements of the Company have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) applicable to the preparation of financial statements ("IFRS Accounting Standards"). The consolidated financial statements have been prepared under the historical cost convention, except for certain financial instruments carried at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

   These consolidated financial statements include the financial statements of the Company and its 100% controlled subsidiary, Osawi Gold Corporation, which was incorporated on August 12, 2025. Subsidiaries are entities controlled by the Company and are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries are changed where necessary to align them with the policies adopted by the Company. All intercompany balances, transactions, equity income, expenses, and unrealized gains and losses arising from intercompany transactions are eliminated on consolidation

   These consolidated financial statements of the Company are presented in Canadian dollars, which is also the functional currency of the Company.

   These consolidated financial statements were approved by the Board of Directors for use on January 28, 2026.

   Going Concern

   The Company has primarily incurred losses since inception and expects to incur further losses in the development of its business. As of September 30, 2025, the Company had a working capital deficit of

   $1,292,057 (2024 - working capital of $765,155) and at that date, the Company also had an accumulated deficit of $53,120,524 (2024 - $52,202,631) which has been funded primarily by the issuance of equity. For the year ended September 30, 2025, cash used by operating activities totalled $133,638 (2024 -

   $1,459,796).

   The Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its general operating expenses and to continue to explore its mineral properties. Although the Company has been successful in the past in obtaining financing, there is no

   assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms acceptable to the Company. These factors give rise to material uncertainties that may cast significant doubt upon the Company's ability to continue as a going concern and, therefore, that it may be unable to realize its assets and discharge its liabilities in the normal course of business. These consolidated financial statements do not reflect the adjustments to the carrying values of the assets and liabilities, the reported expenses and the statements of financial position classifications that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

3. New and future accounting standards and pronouncements

   In April 2024, the IASB issued IFRS 18 - Presentation and Disclosure in Financial Statements ("IFRS 18") to replace IAS 1 - Presentation of Financial Statements. This standard focuses on updates to the statement of profit or loss, including: (a) the structure of the statement of profit or loss; (b) required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements (that is, management-defined performance measures); and (c) enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.. It will be effective for the Company for the annual period beginning September 1, 2027, and will be required to be applied retrospectively. The Company is currently assessing the effect of this new standard on its consolidated financial statements.

   Apart from IFRS 18, other new standards or amendments to existing standards issued but which have not yet been applied by the Company based on the effective date are not currently expected to have a material impact on the Company's consolidated financial statements.

4. Summary of material accounting policies

   1. Cash and cash equivalents

      Cash and cash equivalents include cash on deposit and highly liquid short-term interest-bearing investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

   2. Property and equipment

      Property and equipment is carried at cost, less accumulated depreciation and accumulated impairment losses.

      The cost of an item of property and equipment consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. Depreciation is provided at rates calculated to write off the cost of property and equipment, less its estimated residual value, using the declining balance method at the following rates per annum:

      Equipment 30%

      Office Furniture 20%

      Computer Equipment 30%

      Buildings are depreciated straight-line, over 25 years

      Right-of-use assets are depreciated straight-line, over the term of the lease.

      Additions during the year are depreciated at one-half the annual rates.

      Property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in profit or loss.

      Where an item of property and equipment comprises major components with different useful lives, the components are accounted for as separate items of equipment. Expenditures incurred to replace a component of an item of property and equipment that is accounted for separately, including major inspection and overhaul expenditures, are capitalized.

      Right of Use Assets arising from leases

      Right-of-use assets arising from lease arrangements are recognized at the lease commencement date at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined, otherwise, at the Company's incremental borrowing rate. At the commencement date of a lease, a right-of-use asset is measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

      The Company subsequently measures a right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses; and adjusted for any remeasurement of the lease liability. Right-of-use assets are depreciated over the shorter of the asset's useful life and the lease term, except where the lease contains a bargain purchase option a right-of-use asset is depreciated over the asset's useful life.

   3. Exploration and evaluation assets

      Once the legal right to explore a property has been acquired, all costs related to the acquisition, exploration and evaluation of the property are capitalized. These direct expenditures include such costs as materials used, surveying, drilling, and payments made to contractors during the exploration phase. Costs not directly attributed to exploration and evaluation activities, including general administrative overhead costs, are expensed in the period in which they occur.

      At the end of each reporting period, management assesses whether there are any impairment indicators relating to exploration and evaluation assets by considering whether (i) the period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed; (ii) substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned; (iii) exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the Company has decided to discontinue such activities in the specific area; and (iv) whether sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale. When one or more of the forgoing indicators exist exploration and evaluation assets are tested for impairment. If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset shall be reduced to its recoverable amount, with the reduction amount being recorded as an impairment loss in profit or loss.

      Once the technical feasibility and commercial viability of extracting the mineral resource have been determined, the property is reclassified to development properties. Exploration and evaluation assets are also tested for impairment before the assets are transferred to development properties.

   4. Government grants

      The Company recognises government grants when there is reasonable assurance that the Company will comply with the conditions attached to them and the grants will be received. Government grants related to assets, including non-monetary grants at fair value, are presented in the statement of financial position either by setting up the grant as deferred income or by deducting the grant in arriving at the carrying amount of the asset. Government grants are recognized in profit or loss on a systematic basis over the periods in which the Company recognizes as expenses the related costs for which the grants are intended to compensate. Government grants related to exploration and evaluation assets are recognized by deducting the grant in arriving at the carrying amount of the exploration and evaluation assets.

      A government grant that becomes repayable is accounted for as a change in accounting estimate. Repayment of a grant related to income first applied against any unamortised deferred credit recognized in respect of the grant. To the extent that the repayment exceeds any such deferred credit, or when no deferred credit exists, the repayment is recognized immediately in profit or loss. Repayment of a grant related to an asset is recognized by increasing the carrying amount of the asset or reducing the deferred income balance by the amount repayable. The cumulative additional depreciation that would have been recognized in profit or loss to date in the absence of the grant is recognized immediately in profit or loss.

   5. Foreign exchange

      The Company's functional and presentation currency is the Canadian dollar. Transactions denominated in other currencies are translated into their Canadian dollar equivalents at exchange rates prevailing at the transaction date. Carrying values of monetary assets and liabilities denominated in foreign currencies are adjusted at the statement of financial position date to reflect exchange rates prevailing at that date. Non-monetary assets and liabilities are translated at historical exchange rates. Gains and losses on translation are included in determining net loss for the year.

   6. Impairment of long lived assets

      At each reporting date the carrying amounts of the Company's long-lived assets are reviewed to determine whether there is any indication that those assets are impaired. If there are indicators of impairment, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs of disposal and value in use. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the profit or loss for the year. Impairment is normally assessed at the level of cash-generating units, which are identified as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets.

      Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

   7. Share-based compensation

      Stock options

      The Company grants equity-settled stock options to buy common shares of the Company to directors, officers, employees and service providers. The Company recognizes share-based compensation expense based on the estimated fair value of the options. A fair value measurement is made for each vesting instalment within each option grant and is determined using the Black-Scholes option-pricing

      model. The fair value of the options is recognized over the vesting period of the options granted as share-based compensation expense. This includes a forfeiture estimate, which is revised for actual forfeitures in subsequent periods. The equity reserve account is subsequently reduced if the options are exercised and the amount initially recorded is then credited to capital stock. Cancellations implemented by the Company, which are not forfeitures, result in an accelerated recognition of share-based compensation for the unrecognized expense associated with the cancelled options.

   8. Income taxes

      Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year end, adjusted for amendments to tax payable with regards to previous years.

      Deferred tax is recorded using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

      A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

      Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off tax assets against tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its tax assets and liabilities on a net basis.

   9. Loss per share

      The Company presents basic loss per share for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. When calculating diluted loss per share, potentially dilutive instruments do not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive.

   10. Flow-through shares

       Canadian income tax legislation permits an enterprise to issue securities, referred to as flow-through shares, whereby the investor can claim the tax deductions arising from the renunciation of the related qualifying resource expenditures. The Company accounts for flow-through shares whereby the premium paid for the flow-through shares in excess of the market value of the shares without flow-through features is credited to other liabilities and included as a recovery in profit or loss at the same time the qualifying expenditures are made. The fair value of warrants issued as part flow through units are valued using the residual value method.

   11. Financial instruments

       Recognition and Classification

       The Company recognizes a financial asset or financial liability on the statement of financial position when it becomes party to the contractual provisions of the financial instrument. The Company classifies its financial instruments in the following categories: at fair value through profit and loss ("FVTPL"), at fair value through other comprehensive income (loss) ("FVTOCI") or, where appropriate for non-equity financial instruments, at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company's business model for managing the financial assets and their contractual cash flow characteristics.

       Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

       Measurement

       Financial assets at FVTOCI

       Elected investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

       Financial assets and liabilities at amortized cost

       Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

       Financial assets and liabilities at FVTPL

       Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit or loss. Changes in the fair value of the financial assets and liabilities held at FVTPL are included in profit or loss in the year in which they arise. Where management has opted to recognize a financial liability at FVTPL, any changes associated with the Company's own credit risk will be recognized in other comprehensive loss.

       Impairment of financial assets at amortized cost

       The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost.

       At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the credit risk on the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in profit or loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

       Derecognition

       Financial assets

       The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in profit or loss. However, gains and losses on derecognition of equity financial assets classified as FVTOCI remain within accumulated other comprehensive income (loss).

       Financial liabilities

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

   12. Lease obligations

       At inception of a contract, the Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. A lease liability is recognized at the commencement date of a lease.

       Each lease payment is allocated between repayment of the lease principal and interest. Interest on the lease liability in each period during the lease term is allocated to produce a constant periodic rate of interest on the remaining balance of the lease liability. Except where the costs are included in the carrying amount of another asset, the Company recognizes in profit or loss (a) interest on a lease liability and (b) variable lease payments not included in the measurement of a lease liability in the period in which the event or condition that triggers those payments occurs.

5. Accounting policy judgements and estimation uncertainty

   1. Accounting policy judgments

      The preparation of these consolidated financial statements requires making judgments that affect the amounts reported. Accounting judgments that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements include, but are not limited to, the following:

      Going concern

      The Company's management has assessed the Company's ability to continue as a going concern. The factors considered by management include, among other things, the Company's cash position on September 30, 2025; its projected exploration and general operating costs; its ability to raise financing and its intention to continue operating the Company.

      Impairment assessment of exploration and evaluation assets

      At the end of each reporting period, management applies judgement in assessing whether there are any impairment indicators relating to exploration and evaluation assets When assessing whether there are impairment indicators management considers whether (i) the period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed; (ii) substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned; (iii) exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the Company has decided to discontinue such activities in the specific area; and

      (iv) whether sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale. In considering these factors, management did not identify any impairment indicators for the year ended September 30, 2025.

   2. Significant estimates

      There were no key assumptions made concerning the future or other key sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the next fiscal year.

6. Property and equipment

   	Equipment	Office Furniture	Computer Equipment	Buildings, Furniture & Fittings	Right of Use Asset	Total
   Cost	$	$	$	$	$	$
   Balance, September 30, 2023	131,706	12,898	101,928	236,672	179,212	662,416
   Additions	15,436	-	-	-	-	15,436
   Disposals	-	-	-	-	(179,212)	(179,212)
   Impairment	(24,275)	(425)	-	-	-	(24,700)
   Balance, September 30, 2024	122,867	12,473	101,928	236,672	-	473,940
   Additions	5,584	-	-	-	-	5,584
   Balance, September 30, 2025	128,451	12,473	101,928	236,672	-	479,524
   Accumulated depreciation Balance, September 30, 2023	117,510	9,171	86,416	54,149	175,746	442,992
   Depreciation	3,752	671	3,792	10,565	3,466	22,246
   Disposals	-	-	-	-	(179,212)	(179,212)
   Impairment	(15,906)	(172)	-	-	-	(16,078)
   Balance, September 30, 2024	105,356	9,670	90,208	64,714	-	269,948
   Depreciation	5,774	521	2,776	10,236	-	19,306
   Balance, September 30, 2025	111,130	10,191	92,984	74,950	-	289,254
   Net book value September 30, 2024	17,511	2,803	11,720	171,958	-	203,992
   September 30, 2025	17,321	2,282	8,944	161,722	-	190,270

   Impairment of property and equipment

   During the year ended September 30, 2024, a wildfire in the Flin Flon, Manitoba region affected certain property and equipment on Visionary's Pine Bay project. Accordingly, an impairment charge of $8,623 was recognized in profit or loss reducing the carrying value of the destroyed property and equipment to

   $nil.

   During the year ended September 30, 2025, the Company received $230,000 in funds from the insurance claim relating to the wildfire, such amounts relating to buildings and equipment which had been destroyed, as well as compensation for other costs previously expensed directly to profit and loss.

7. Exploration and evaluation assets

Exploration expenditures incurred during the years ended September 30, 2024 and 2025, are as follows:

Flin Flon Area

Pine Bay project

The Company owns a 100% interest, with certain mineral leases and claims within the Pine Bay Project being subject to a Net Smelter Return ("NSR") royalty ranging from 0%-1% (of which 0.5% NSR can be repurchased for $500,000) and a Net Profit Interest.

On August 23, 2023, the Company entered into a Grant Agreement with the Manitoba Mineral Development Fund (the "MMDF") for a grant of $500,000 to support exploration on the Company's 100% owned Pine Bay Project in Flin Flon, MB. The remaining $250,000 was received by the Company during the year ended September 30, 2024.

On June 18, 2024, the Company entered into a Grant Agreement with the MMDF for a grant of $250,000 to support exploration on the Company's 100% owned Pine Bay Project in Flin Flon, MB. The first tranche of $125,000 was received by the Company during the year ended September 30, 2024. The second tranche of $125,000 was received by the Company during the year ended September 30, 2025.

Flin Flon project

The Company owns a 100% interest in the project, subject to a 2% NSR royalty of which 1% may be purchased for $1,000,000.

Gossan Gold project

The Company owns a 100% interest in the project, subject to a 2% NSR royalty. Alberts Lake project

On August 8, 2024, the Company announced the closing of its option agreement with Voyageur Mineral Explorers Corp. ("Voyageur") whereby the Company has optioned a 100% interest in the Alberts Lake Project, Manitoba. Under the terms of the option agreement, Visionary will acquire a 100% interest in the Alberts Lake Project by making the following share issuances to Voyageur:

• $75,000 of common shares on August 6, 2024 (issued 70,093 common shares as full satisfaction of the consideration);

• $125,000 of common shares on the first anniversary; (issued 116,822 common shares as full satisfaction of the consideration);

• $150,000 of common shares on the second anniversary; and

• $150,000 of common shares on the third anniversary.

The number of shares to be issued on each applicable date will be based upon the greater of (i) the 5-day volume weighted average trading price of the common shares calculated 2 days prior to the applicable date; and (ii) $1.07. The Company can, at its sole discretion, elect to (i) pay the cash value of an anniversary payment indicated above, in lieu of issuing common shares; and/or (ii) accelerate the payment or issuance of any common shares prior to the particular anniversary payment date.

Upon Visionary acquiring a 100% interest in the Alberts Lake Project, Voyageur will be granted a 1.5% net smelter return royalty, of which 0.5% may be repurchased with a one-time payment of $500,000.

On December 23, 2024, Visionary entered into a termination and assumption agreement (the "Termination Agreement") with Teck Resources Limited ("Teck") and Voyageur, and on the same date entered into an Amending Agreement with Voyageur, whereby Teck (as a successor to Aur Resources Inc.) agreed to terminate its back-in right to acquire up to an additional 90% of certain mineral claims of the Alberts Lake project. In consideration thereof, Visionary issued to Teck, on January 10, 2025: (i) 150,000 common shares of the Company (the "Shares") and (ii) 75,000 common share purchase warrants (the "Warrants"). Each Warrant is exercisable at price of $2.00 per share for a period of two years. In addition, Teck will receive a one-time cash payment of $1,000,000 within sixty (60) days of a decision being made to commence construction of a mine on the Alberts Lake property (the "Milestone Payment"). The Milestone Payment will be the responsibility of the owner of the property (i.e. either Voyageur or Visionary as the case may be). Under the Amending Agreement, Voyageur agreed to waive its right to the originally receivable fourth anniversary payment of $150,000 of common shares of the Company.

Nash Creek and Superjack projects

The Company owns a 100% interest in the projects.

Pt. Leamington project

The Company owns a 100% interest in the project, subject to a 1% NSR royalty which may be purchased for $1,000,000.

Other

The Company has an interest in other properties. The other properties are in good standing and do not require any further commitments. These include the Sneath Lake property, Moak Lake property, Herblet Lake property, Headway North claim, and the Island Lake properties.

Headway Project

The Company wrote off $20,000 representing the previously capitalized costs associated with the Headway Project as the Company did not renew the claims in the Headway project thereby ceasing to hold the project.

Headway North claim

The Company owns a 100% interest in the project, which expands the Headway Project, subject to a 1% NSR royalty, of which half can be purchased at any time for $500,000.

1. Loan payable

   During May 2020, the Company received $40,000 in the form of a Canada Emergency Business Account ("CEBA") loan. CEBA was part of the economic assistance program launched by the Government of Canada to ensure that businesses had access to capital during the COVID-19 pandemic and could only be used to pay non-deferrable operating expenses. During the period from receipt of the CEBA loan to December 31, 2023 (previously December 31, 2022), the "Initial Term", no interest was charged on the amount outstanding. An extension to the interest free period was announced by the Government of Canada to extend the Initial Term to January 18, 2024 (the "Government Announcement"). The Company did not repay the CEBA loan as of January 18, 2024, accordingly, from January 19, 2024, to December 31, 2026 (the "Extended Term"), interest is payable monthly at a rate of 5% per annum on the outstanding balance and has been paid monthly as incurred. The balance of the CEBA loan is fully repayable on or before the end of the Extended Term.

   As at September 30, 2025, management determined that the loan would not be repaid until the end of the Extended Term and, accordingly, presented the outstanding balance as non-current.

2. Deferred income tax liability

   A reconciliation between the Company's income tax provision computed at statutory rates to the reported

   income tax provision is as follows:

   	September 30,	September 30,
   	2025	2024
   Statutory tax rate	27%	27%
   	$	$
   Income (loss) for the period before taxes	(995,616)	(859,968)
   Expected income tax expense (recovery) at statutory
   rate	(268,816)	(232,191)
   Add (deduct) reconciling items:
   Non-temporary differences and other	(46,267)	(272,120)
   Impact of flow through shares	67,641	536,526
   (Recognition)/non-recognition of net tax assets	169,719	109,232
   Income tax expense	(77,723)	141,447

   	September 30, 2025	September 30, 2024
   Deferred tax assets:	$	$
   Equipment	68,716	58,936
   Issuance Costs	103,645	190,644
   Capital losses and other	143,000	143,000
   Non-refundable mining ITC	47,721	47,721
   Non-capital losses	5,960,178	5,668,162
   Deferred tax assets	6,323,260	6,108,463
   Unrecognized deferred tax assets	(143,000)	(143,000)
   Net deferred tax assets	6,180,260	5,965,463
   Deferred tax liabilities: Resource property	(8,537,806)	(8,400,732)
   Deferred tax liabilities	(8,537,806)	(8,400,732)
   Net deferred tax liabilities	(2,357,546)	(2,435,269)

   The potential benefit of deferred tax assets arising from the carry forward of capital losses are not recognized in these consolidated financial statements when it is not considered probable that sufficient future taxable capital gains will allow the deferred tax asset to be recovered.

   As of September 30, 2025, the Company has approximately $1,059,000 of capital losses without any expiry that are available to be carried forward to reduce any future taxable capital gains.

   In addition, as of September 30, 2025, the Company has approximately $22,074,000 (2024 -

   $20,992,000) of non-capital losses for Canadian income tax purposes that may be carried forward to reduce taxable income derived in future years. Their expiry dates range from 2031 - 2045 (2024 (2031 - 2044)).

3. Flow-Through premium liability

   With respect to a flow-through share financing completed during July 2024, the Company is committed to incurring, on or before December 31, 2025, qualifying Canadian exploration expenses as defined under the Income Tax Act (Canada) (the "Qualifying Expenditures") in the amount of $1,152,644. None of the qualifying CEE will be available to the Company for future deduction from taxable income.

   As of September 30, 2025, the Company had completed this commitment to incur Qualifying Expenditures.

   With respect to a flow-through share financing completed during March 2023, the Company was committed to incurring, on or before December 31, 2024, qualifying Canadian exploration expenses as defined under the Income Tax Act (Canada) (the "Qualifying Expenditures") in the amount of $5,879,223. None of the qualifying CEE will be available to the Company for future deduction from taxable income. As of September 30, 2025, the Company had completed this commitment to incur Qualifying Expenditures.

   During the year ended September 30, 2025, the Company did not recognise any flow-through premium (2024 - $473,019). During the year ended September 30, 2025 and 2024 flow-through premium recoveries of $102,808 and $850,153, respectively, were recognized in profit or loss, with the flow-through premium recoveries representing the pro-rata portion of Qualifying CEE incurred during the year from the prior issuance of the flow-through shares.

4. Share capital

   1. Authorized

      Unlimited common shares with no par value

   2. Financings

      Year ended September 30, 2025

      During the year ended September 30, 2025, the Company did not complete any financings.

      Year ended September 30, 2024

      On July 24, 2024, the company closed a non-brokered private placement and issued 753,412 Units at a price of $1.25 per Unit for gross proceeds of $941,765. Each Unit consisted of one common share and one-half of one transferable common share purchase warrant, wherein each Warrant entitles the holder to purchase one common share at an exercise price of $2.00 per common share for a period of two years from the issue date until July 24, 2026. The Company also issued 543,700 flow-through units ("FT Unit") at a price of $2.12 per FT Unit consisting of one flow-through common share and one-half of one non-flow-through warrant for gross proceeds of $1,152,644, with each Warrant entitling the holder to purchase one common share at an exercise price of $2.00 per common share for a period of two years until July 24, 2026.

      In connection with the private placement, the Company incurred cash finders' fees of $3,750 and other cash issue costs of $22,415.

   3. Stock options

      On December 13, 2023, the Company's shareholders approved an amendment to the Company's stock option plan (the "Plan") to amend the Plan from a fixed plan to a "rolling" stock option plan reserving a maximum of 10% of the issued shares of the Company at the time of the stock option grant (the "Rolling Plan"). Under the Rolling Plan, if an Option is surrendered, terminated, or expires without being exercised, the Common Shares reserved for issuance pursuant to such Option shall be available for new Options granted under the Rolling Plan.

      The number of Common Shares reserved for issuance in any 12 month period under the Rolling Plan and any other share compensation arrangement to (a) any one Person, shall not exceed 5% of the outstanding Common Shares at the time of the grant (unless the Company has obtained disinterested shareholder approval to exceed such limit); (b) any one Consultant or Person employed to provide Investor Relations Activities, shall not exceed 2% of the outstanding Common Shares at the time of the grant; and (c) to Insiders, shall not exceed 10% of the outstanding Common Shares at any point in time.

      The balance of options outstanding and related information for the year ended September 30, 2025, are as follows:

      	Number of options	Weighted average exercise price (per share)	Weighted average remaining life (years)
      Balance September 30, 2023	1,469,667	$2.87	2.57
      Granted	800,000	$1.25
      Exercised	(340,000)	$0.50
      Cancelled	(112,500)	$3.30
      Balance September 30, 2024	1,817,167	$2.58	3.27
      Expired	(411,000)	$3.54
      Forfeited	(80,000)	$1.25
      Balance September 30, 2025	1,326,167	$2.36	2.82
      Unvested	(240,000)	$1.25	3.93
      Exercisable, September 30, 2025	1,086,167	$2.60	2.58

      The balance of options outstanding as of September 30, 2025, was as follows:

      Expiry date	Exercise price	Remaining life (years)	Options Outstanding	Unvested	Exercisable
      March 4, 2026	$5.00	0.42	140,000	-	140,000
      August 8, 2026	$3.80	0.85	102,500	-	102,500
      April 27, 2027	$3.11	1.57	151,667	-	151,667
      March 27, 2028	$3.15	2.49	202,000	-	202,000
      May 29, 2028	$3.00	2.66	10,000	-	10,000
      September 3, 2029	$1.25	3.93	720,000	240,000	480,000
      			1,326,167	240,000	1,086,167

      The weighted average share price of stock options exercised was $Nil (2024 - $1.29).

      For the year ended September 30, 2025, the Company recorded aggregate share-based compensation expense, arising from options, of $360,763 (2024 - $337,438) of which $68,892 (2024 - $49,603) was capitalized to exploration and evaluation assets.

   4. Share purchase warrants

      The balance of warrants outstanding and related information for the year ended September 30, 2025, are as follows:

      	Number of warrants	Weighted average exercise price (per share)	Weighted average remaining life (years)
      Balance September 30, 2023	2,718,929	$4.82	0.89
      Issued	648,556	$2.00	-
      Expired	(1,529,949)	$5.42	-
      Balance September 30, 2024	1,837,536	$3.33	0.92
      Issued	75,000	$2.00	-
      Expired	(1,188,980)	$4.05	-
      Balance September 30, 2025	723,556	$2.00	0.86

      The balance of warrants outstanding as of September 30, 2025, was as follows:

      Expiry date	Exercise price	Remaining life (years)	Warrants Outstanding	Exercisable
      July 23, 2026	$2.00	0.81	648,556	648,556
      January 10, 2027	$2.00	1.28	75,000	75,000
      			723,556	723,556

      During the year ended September 30, 2025, 1,188,980 warrants with an exercise price of $4.05 expired unexercised. Amounts previously recognized with respect to expired warrants are not reclassified within equity.

   5. Equity reserve

      	Funding by Callinan	Options and warrants	Total
      	$	$	$
      Balance, September 30, 2023	2,660,523	7,095,061	9,755,584
      Issue costs - warrants	-	272,394	272,394
      Transfer of value on the exercise of options	-	(131,909)	(131,909)
      Share-based compensation - stock options	-	337,438	337,438
      Balance, September 30, 2024	2,660,523	7,572,984	10,233,507
      Fair value of warrants issued for acquisition of mineral property	-	7,236	7,236
      Share-based compensation - stock options	-	360,763	360,763
      Balance, September 30, 2025	2,660,523	7,940,983	10,601,506

   6. Diluted earnings per share

      1,326,167 options and 723,556 warrants (2024 - 1,817,167 and 1,837,536, respectively) that could potentially dilute basic earnings per share in the future were not included in the calculation of diluted earnings per share because they are antidilutive for each of the years ended September 30, 2025 and 2024, as applicable.

5. Related party transactions

   Compensation paid or payable to the Company's key management, being the Company's Board of Directors, corporate officers, and Exploration Manager, for services provided during the years ended September 30, 2025, and 2024 was as follows:

   	2025	2024
   	$	$
   Professional fees	30,233	46,168
   Management fees	308,254	397,600
   Share-based compensation	253,677	179,814
   	592,164	623,582

   Professional fees represent fees charged by a company controlled by the Chief Financial Officer ("CFO")

   of the Company for the provision of CFO services.

   Management fees for the year ended September 30, 2025, and 2024 include salary earned by (i) the

   Chief Executive Officer ("CEO"), and (ii) the Exploration Manager of the Company. Management fees of

   $58,654 (2024 - $150,000) have been capitalised to exploration and evaluation assets during the year ended September 30, 2025.

   During the year ended September 30, 2025, the Company incurred professional fees of $49,975 (2024

   • $59,322) for the provision of non-CFO accounting and advisory support services charged by a company controlled by the CFO of the Company.

     During the year ended September 30, 2025, the Company incurred office rental expense of $36,000 (2024 - $36,000) for the provision of office space sub-let to the Company by the CEO of the Company, which replaced a prior third-party office rental agreement with a monthly cost of $5,450 ($64,500 annually).

     Included in accounts payable and accrued liabilities as of September 30, 2025, are amounts due to related parties of $352,089 (2024 - $15,452) owing to the CEO, Exploration Manager of the Company, and to a company controlled by the CFO for the provision of CFO, and non-CFO accounting and advisory support services. These amounts also include working capital advances from the CEO of $50,536 (2024

   • $Nil). These amounts are non-interest bearing and due on normal commercial terms.

6. Financial instruments

   The Company's financial instruments consist of cash and cash equivalents, deposits, accounts payable and accrued liabilities and loan payable. The Company's cash and cash equivalents, and deposits are measured at amortized cost. The accounts payable and accrued liabilities and loan payable are designated as amortized cost. The carrying value of the Company's financial instruments approximates

   their fair value due to their short-term nature and no material impact of changes in credit risk since initial recognition. Accordingly, the fair value hierarchy of the financial instruments where carrying value approximates fair value has not been disclosed.

   Discussions of risks associated with financial assets and liabilities are detailed below:

   Credit risk

   Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations.

   The Company's maximum exposure to credit risk is the carrying value of its cash and cash equivalents and deposits balances. The Company's cash and cash equivalents are held at a Schedule I Canadian bank in interest bearing accounts. As at September 30, 2025, the Company does not believe it is exposed to significant credit risk.

   Liquidity risk

   Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through its capital management as outlined in Note 15 to these consolidated financial statements. Accounts payable relating to exploration and evaluation assets and other accounts payable and accrued liabilities have contractual maturities of 30 days or are due on demand and are subject to normal trade terms. The CEBA loan is required to be repaid on December 31, 2026. As of September 30, 2025, the Company had a cash balance of $53,530 (2024 - $1,402,013) to settle current liabilities of $1,503,714 (2024 - $1,133,287) (see Note 2).

   Market risk

   Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and the price of publicly traded marketable securities.

   1. Interest rate risk

      The Company has cash balances and no debt liabilities which are currently interest-bearing, other than the CEBA loan which carries interest at a fixed rate of 5% per annum. The Company's current policy is to invest excess cash in short-term deposit certificates issued by its banking institutions. The Company does not believe it is exposed to significant interest rate risk.

   2. Foreign currency risk

   The Company conducts all its business in Canada and is therefore not exposed to significant foreign currency risk.

7. Capital management

   The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern to pursue the exploration and evaluation of its exploration and evaluation assets, to acquire additional mineral property interests and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. In the management of capital, the Company includes its components of shareholders' equity.

   The capital structure of the Company consists of equity attributable to common shareholders, comprised of issued capital, warrants, options, equity reserve and deficit. The Company maintains and adjusts its capital structure based on changes in economic conditions and the Company's planned requirements. The Company may adjust its capital structure by issuing new equity, issuing new debt, or acquiring or

   disposing of assets, and controlling the capital expenditure program. The Company is not subject to externally imposed capital requirements.

   The Company's mineral property interests are in the exploration stage. As such, the Company is dependent on external financing to develop its properties and fund its activities. To carry out its planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed and if available, may even dispose of some or all of its mineral property interests.

   Management reviews its capital management policies on an ongoing basis. There were no changes in

   the Company's approach to capital management during the year ended September 30, 2025.

8. Supplemental cash flow information

   	2025	2024
   	$	$
   Financing transactions
   Interest	2,000	1,348
   Non-cash investing and financing transactions
   Share-based compensation included in exploration and evaluation assets	68,892	49,603
   Change in exploration and evaluation assets included in accounts payable and accrued liabilities	75,120	484,980
   Reclassification of option fair value from equity reserve to share capital on exercise of options	-	131,909
   Allocation of private placement proceeds to warrants reserve	-	272,394
   Allocation of private placement proceeds to flow-through premiums	-	473,019
   Investment in exploration and evaluation assets through the issue of the company's common shares	246,948	-
   Investment in exploration and evaluation assets through the issue of the company's warrants	7,236	-

9. Segmental information

   The Company operates in one reportable segment, being the acquisition and exploration of exploration and evaluation assets in Canada. All the Company's assets and operations are in Canada.

10. Subsequent events

On December 8, 2025, the Company closed the first tranche of a non-brokered private placement by

issuing 1,613,815 hard dollar units ("HD Units") at a price of $0.75 per HD Unit for gross proceeds of

$1,210,361. Each HD Unit consists of one common share and one-half of one transferable common share purchase warrant (each whole such common share purchase warrant, a "Warrant"). Each Warrant shall be exercisable into one additional common share for two years from closing at an exercise price of C$1.10 per Warrant.

On December 18, 2025, the Company closed the second and final tranche of a non-brokered private placement by issuing (i) 1,333,334 flow-through units ("FT Units) at a price of $1.11 per FT Unit for gross proceeds of up to $1,480,000; and (iii) 267,176 Manitoba flow-through units ("MB FT Units) at a price of

$1.31 per MB FT Unit for gross proceeds of up to $350,000. Each FT Unit and MB FT Unit consists of

one common share and one-half of one transferable common share purchase warrant (each whole such common share purchase warrant, a "Warrant"). Each Warrant shall be exercisable into one additional common share for two years from closing at an exercise price of C$1.10 per Warrant.

The Company raised gross proceeds in the aggregate amount of $3,040,262 from the private placement

and incurred cash finder's fees of $6,750.

Subsequent to September 30, 2025 the Company agreed to settle with certain creditors indebtedness totaling $584,532 by issuing a total of 446,043 common shares of the Company. The creditors are arm's length to the Company. The shares issued will be subject to restrictions on resale for a period of four months from the date of issue. Closing of the debt settlement is subject to acceptance of the TSX Venture Exchange.