ABERDEEN INTERNATIONAL

ABERDEEN INTERNATIONAL INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

You are invited to our 2025 annual general and special meeting of shareholders (the "Meeting") of Aberdeen International Inc. (the "Corporation"):

When: Wednesday, July 2, 2025 at 10:00 a.m. (Toronto time)

Where: 198 Davenport Road, Toronto, Ontario, M5R 1J2

The purpose of the Meeting is as follows:

Financial Statements. Receive and consider the audited financial statements as at and for the fiscal year ended January 31, 2025, together with the report of the auditors thereon (the "Financial Statements");
Auditor Appointment. Consider and appoint McGovern Hurley LLP as auditor of the Corporation for the ensuing year;
Elect Directors. Consider and elect the directors for the ensuing year;
Stock Option Plan. Consider the approval of the Corporation's second amended and restated stock option plan; and
Other Business. Consider other business as may properly come before the Meeting or any postponement(s) or adjournment(s) thereof.

Shareholders and/or their appointees may participate in the Meeting by way of conference call; however, votes cannot be cast on the conference call. Please register at https://us02web.zoom.us/meeting/register/UdcxPxM1RkOhfLO34F1XzA to receive conference call details.

Notice-and-Access

Notice is also hereby given that the Corporation has decided to use the notice-and-access method of delivery ("Notice-and-Access") of Meeting Materials (as defined below) for the Meeting. Notice-and-Access allows the Corporation to deliver the Meeting Materials over the internet in accordance with the Notice-and-Access rules adopted by the Ontario Securities Commission under National Instrument 54 -101 – Communication with Beneficial Owners of Securities of a Reporting Issuer. Under the Notice-and-Access system, shareholders still receive a proxy or voting instruction form (as applicable) enabling them to vote at the Meeting. However, instead of a paper copy of the management information Circular (the "Circular") and the Financial Statements (together, the "Meeting Materials"), shareholders receive this notification with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly, as it will help reduce paper use and will also reduce the cost of printing and mailing materials to shareholders. Shareholders are reminded to view the Meeting Materials prior to voting.

WEBSITES WHERE MEETING MATERIALS ARE POSTED

Materials can be viewed online under the Corporation's profile at www.sedarplus.ca or at https://docs.tsxtrust.com/2323. The Corporation will not use procedures known as "stratification" in relation to the use of Notice-and-Access provisions. Stratification occurs when a reporting issuer using Notice-and-Access provides a paper copy of the Circular to some shareholders with this notice package.

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS

Registered holders or beneficial owners may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on the Corporation's website. In order to receive a paper copy of the Meeting Materials or if you have questions concerning Notice-and-Access, please call toll free at 1-866-600-5869. Requests should be received by June 17, 2025 in order to receive the Meeting Materials in advance of the meeting date.

The directors of the Corporation have fixed the close of business on May 16, 2025 as the record date, being the date for the determination of the registered holders entitled to notice and to vote at the Meeting and any postponement(s) or adjournment(s) thereof.

You may vote your shares by proxy if you are unable to attend the meeting. Please review the enclosed Circular and date, sign and return the enclosed form of proxy to the Corporation's transfer agent by June 27, 2025 at 10:00 a.m. (Toronto time).

DATED at Toronto, Ontario as of the 20th day of May, 2025

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) "Dev Shetty"
Chief Executive Officer and Executive Chairman

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MANAGEMENT INFORMATION CIRCULAR

ABOUT THE SHAREHOLDER MEETING

May 20, 2025

Solicitation of Proxies

You have received this management information circular (the "Circular") because you owned common shares ("Common Shares") of Aberdeen International Inc. ("Aberdeen" or the "Corporation") as of May 16, 2025. You are therefore entitled to vote at the 2025 annual general and special meeting of shareholders (the "Meeting") to be held on July 2, 2025, and any postponement(s) or adjournment(s) thereof.

The board of directors of the Corporation has set the record date for the Meeting as May 16, 2025 (the "Record Date"). The Corporation shall make a list of all persons who are registered shareholders of the Corporation on the Record Date and the number of Common Shares registered in the name of each person on that date. Each Shareholder (as defined below) is entitled to one vote on each matter to be acted on at the Meeting for each Common Share registered in his or her name as it appears on the list.

Management is soliciting your proxy for the Meeting. The board of directors of Aberdeen (the "Board") has fixed 10:00 a.m. (Toronto time) on June 27, 2025, or 48 hours (excluding Saturdays, Sundays or holidays) before any postponement(s) or adjournment(s) of the Meeting, as the time by which proxies to be acted upon at the Meeting shall be deposited with the Corporation's transfer agent. Costs associated with the solicitation by management will be borne by Aberdeen.

These materials are being sent to both registered owners ("Shareholders") and non-registered owners ("Non-Registered Shareholders") of Common Shares. The Corporation or its agent has obtained information regarding non-registered owners in accordance with the applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

Unless otherwise stated, the information contained in this Circular is as of the Record Date. All dollar amounts referenced in this Circular, unless otherwise indicated, are expressed in Canadian dollars. United States dollars are referred to as "United States dollars" or "US$".

Voting

Appointment and Revocation of Proxies

The persons named in the enclosed form of proxy are officers and/or directors of the Corporation. You may appoint some other person or entity (who need not be a Shareholder) to represent you at the Meeting by inserting such person's name in the blank space provided in that form of proxy or by completing another proper form of proxy and, in either case, depositing the completed proxy at the office of the transfer agent of the Corporation indicated on the enclosed envelope not later than the times set out above.

In addition to revocation in any other manner permitted by law, a Shareholder may revoke a proxy given pursuant to this solicitation by depositing an instrument in writing (including another proxy bearing a later date) executed by the Shareholder or by an attorney authorized in writing at 198 Davenport Road, Toronto, Ontario, M5R 1J2 at any time up to and including the last business day preceding the day of the Meeting.

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Voting of Proxies

Registered Shareholders

You can vote in person or vote by proxy. Voting by proxy is the easiest way to vote because you can appoint anyone to be your proxyholder to attend the Meeting and vote your Common Shares according to your instructions. This person does not need to be a shareholder. The executive officers named in the proxy form can act as your proxyholder and vote your Common Shares according to your instructions.

If you appoint the Aberdeen proxyholders and do not indicate your voting instructions, they will vote your Common Shares:

FOR the appointment of the auditors
FOR the election of the nominated directors
FOR the approval of the second amended and restated stock option plan

If you want to appoint someone else as your proxyholder, print that person's name in the blank space provided in the proxy form (or complete another proxy form) and send the form to the Corporation's transfer agent in accordance with the instructions on the proxy form. Make sure this person is aware that you appointed them as your proxyholder and that they must attend the Meeting to vote on your behalf and according to your instructions. If you do not indicate your voting instructions, your proxyholder can vote as he or she sees fit.

At the time of printing this Circular, management is not aware of any amendments, variations or other matters to come before the Meeting. If other matters are properly brought before the Meeting, your proxyholder can vote as he or she sees fit.

The transfer agent must receive the completed proxy form by 10:00 a.m. (Toronto time) on June 27, 2025, or 48 hours (excluding Saturdays, Sundays or holidays) before any postponement(s) or adjournment(s) of the Meeting.

Non-Registered Shareholders

Non-Registered Shareholders are those holders who beneficially own Common Shares in the name of an intermediary such as a bank, trust company, securities dealer (all, an "Intermediary") or in the name of a clearing agency such as CDS & Co. Securities laws require the Corporation to send the Meeting materials to the Intermediaries and clearing agencies so they can distribute them to Non-Registered Shareholders. These materials include the notice of the meeting, this Circular, a proxy or voting instruction form, a consent form to receive supplemental mailings, a copy of the Corporation's 2025 annual financial statements and related management's discussion and analysis and other information if the Non-Registered Shareholder requested a copy and documents by electronic delivery.

Intermediaries and clearing agencies must forward the Meeting materials to Non-Registered Shareholders unless the shareholder has waived the right to receive them. If you are a Non-Registered Shareholder and have not waived the right to receive the materials, your package includes either a voting instruction form (not signed by your Intermediary) or a proxy form (signed by your Intermediary).

Either form instructs your Intermediary (the respective registered shareholder) to vote your Common Shares according to your instructions. Be sure to send back your completed form as soon as possible to ensure your Intermediary carries out your voting instructions.

Adoption of Notice and Access

In accordance with the notice and access rules adopted by the Ontario Securities Commission under NI 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, the Corporation has sent its

proxy-related materials directly to registered holders and non-objecting beneficial owners using notice-and-access. Therefore, although shareholders still receive a form of proxy or voting information form in paper copy, this Circular, annual consolidated financial statements and related MD&A are not physically delivered. Instead, shareholders may access these materials at https://docs.tsxtrust.com/2323 or under the Corporation's profile page on SEDAR+ at www.sedarplus.ca.

Registered shareholders or Non-Registered Shareholders may request paper copies of the Meeting materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting materials are posted on the Corporation's website. In order to receive a paper copy of the Meeting materials or if you have questions concerning notice-and-access, please call toll free at 1-866-600-5869. Requests for paper materials should be received by June 17, 2025 in order to receive the Meeting materials in advance of the Meeting.

Voting Securities and Principal Holders

The authorized capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of preferred shares. As of the Record Date, the Corporation had 159,687,282 Common Shares issued and outstanding and no preferred shares issued and outstanding. To the knowledge of the directors and officers of the Corporation, as at the Record Date, no person beneficially owns, directly or indirectly, or exercises control or direction over securities carrying more than 10% of the voting rights attached to the Common Shares, other than Stan Bharti who has disclosed publicly that he holds or controls 21,465,000 Common Shares, which represents approximately 13.4% of the outstanding Common Shares as of the date thereof.

BUSINESS OF THE MEETING

Other than in respect of the election of directors and the approval of the 2nd A&R Stock Option Plan (as defined herein), no informed person (as such term is defined under applicable securities laws) of the Corporation or Nominee (as defined herein) (and each of their associates or affiliates) has had any direct or indirect material interest in any transaction involving the Corporation since February 1, 2024 or in any proposed transaction that has materially affected or would materially affect the Corporation or its subsidiaries.

Further, except as set out herein, no person who has been a director or executive officer of the Corporation at any time since the beginning of the Corporation's last financial year, no proposed nominee of management of the Corporation for election as a director of the Corporation and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting other than the election of directors and the approval of the 2nd A&R Stock Option Plan.

Financial Statements

The financial statements of the Corporation as at and for the financial year ended January 31, 2025, together with the auditor's report thereon, each of which has been approved by the Board, will be presented to Shareholders for review at the Meeting and were made available to Shareholders with the notice of Meeting and this Circular. No vote by the Shareholders is required with respect to this matter.

Appointment of Auditors

McGovern Hurley LLP, Chartered Accountants, have been the auditors of the Corporation since March 7, 2006.

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Unless authority to do so is withheld, the persons named in the accompanying proxy intend to vote FOR the appointment of McGovern Hurley LLP, Chartered Accountants, as auditors of the Corporation until the close of the next annual meeting of Shareholders and to authorize the directors to fix their remuneration.

The following table sets out the fees billed by the Corporation's auditors for the years ended January 31, 2025 and 2024.

Service	2025	2024
Audit Fees^{(1)}	$85,600	$73,830
Audit-Related Fees^{(2)}	NIL	$16,050
Tax Fees^{(3)}	7,597	NIL
Other Fees^{(4)}	NIL	NIL
Total:	$93,197	$89,880

Notes:
(1) "Audit Fees" refers to the aggregate fees billed by the Corporation's external auditor for audit fees.
(2) "Audit-Related Fees" refers to the aggregate fees billed for assurance and related services by the Corporation's external auditor that are reasonably related to the performance of the audit or review of the Corporation's financial statements and are not reported under the category Audit Fees.
(3) "Tax Fees" refers to the aggregate fees billed for professional services rendered by the Corporation's external auditor for tax compliance, tax advice, and tax planning and assistance with tax matters or specific transactions.
(4) "Other Fees" refers to the aggregate fees billed by the Corporation's external auditor for products and services provided, other than the services reported under the other three items.

For additional information about the Corporation's auditors and the Audit Committee, please refer to the section "Committees of the Board – Audit Committee".

Election of Directors

The Board is currently comprised of four members and the Corporation has nominated four persons (the "Nominees") for election as directors of the Corporation, who will hold office until the Corporation's next annual meeting of Shareholders or until his or her successor is elected or appointed. At the Meeting, Shareholders will be asked to elect these Nominees as directors of the Corporation for the ensuing year. Management does not contemplate that any of the Nominees will be unable to serve as a director. Unless authority to do so is withheld, the persons in the enclosed form of proxy intend to vote FOR the election of the Nominees.

As the Corporation has adopted a Majority Voting Policy, the process for voting for election of each director will be by individual voting and not by slate. The Shareholders can vote for or withhold from voting on the election of each Nominee on an individual basis. See "Corporate Governance" for more information on the Corporation's Majority Voting Policy.

Director Profiles

Each of the four nominated directors is profiled below, including his or her background and experience, committee memberships, meeting attendance for the year ended January 31, 2025 (as applicable), share ownership and other public company directorships.

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BERNIE WILSON
AGE: 82
ONTARIO, CANADA
DIRECTOR SINCE MARCH 2007

Mr. Wilson is a senior financial professional. He is the former Vice-Chairman of PriceWaterhouseCoopers LLP. Further, Mr. Wilson is the Chairman of the Founders Board of the Institute of Corporate Directors. Mr. Wilson has served as Chairman of the Canadian Chamber of Commerce; Chairman of the International Chamber of Commerce – Canada; and Member of the Canada/US Trade Committee. Mr. Wilson is currently a director of a number of other public Canadian companies.

Shareholdings: 5,525,000 (3.5%)
2025 Board Attendance: 4 of 4 (100%)
Board Committees: Audit Committee, Corporate Governance Committee and Compensation Committee
Other Reporting Issuer Boards: None

FRED LEIGH
AGE: 69
ONTARIO, CANADA
DIRECTOR SINCE JULY 31, 2024

Mr. Leigh has almost 40 years of experience working with early-stage companies and has had a significant role as founder, director and/or investor in many public companies. He is also the founder and President of VC7K Capital Inc., a privately held company which, for over 30 years has invested in early-stage opportunities in the resource sector. VC7K Capital Inc. was an early investor in successful companies such as, Wheaton River Minerals, Hathor Exploration, and Blue Pearl Mining.

Shareholdings: Nil
2025 Board Attendance: 2 of 2 (100%)
Board Committees: None
Other Reporting Issuer Boards: Sulliden Mining Capital Inc., Savanna Capital Corp., Searchlight Innovations Inc., and Torchlight Innovations Inc.

GREGORY BINIOWSKY
AGE: 56
VANCOUVER, BRITISH COLUMBIA
DIRECTOR SINCE JULY 15, 2021

Mr. Biniowsky is a Canadian trained and licensed lawyer who has been a director or officer to a number of international business ventures. He is a fluent Spanish speaker, with more than 30 years' experience working in Latin America as a strategic advisor. He previously worked for the international law firms Gowling WLG and Heenan Blaikie, and also worked as an international development fund manager for the Canadian Department of Foreign Affairs and the United Nations Development Program. Mr. Biniowsky studied at the University of British Columbia, where he obtained a Juris Doctor from the Faculty of Law, and previous to that, at Carleton University and York University, where he studied political science with a focus on Latin America.

Shareholdings: Nil
2025 Board Attendance: 1 of 4 (25%)
Board Committees: Audit Committee, Corporate Governance Committee and Compensation Committee
Other Reporting Issuer Boards: Q-Gold Resources Ltd.

DEV SHETTY
AGE: 48
GERMANY
DIRECTOR SINCE DECEMBER 5, 2024

Mr. Shetty is a chartered accountant and has extensive experience in private equity, mining, and corporate turnarounds. His expertise includes direct hands-on management of all phases of diverse mining projects and he has a particular expertise in acquiring, and transforming and monetizing mining projects into valuable assets.

Shareholdings:
347,000 (0.22%)

2025 Board Attendance:
1 of 1 (100%)

Board Committees:
Audit Committee, Corporate Governance Committee and Compensation Committee

Other Reporting Issuer Boards:
None

Meeting Attendance

The following table shows the director attendance record for the year ended January 31, 2025.

Director	Board	Audit Committee	Compensation Committee	Corporate Governance Committee
Fred Leigh(1)	2 of 2	N/A	N/A	N/A
Bernie Wilson	4 of 4	4 of 4	N/A	N/A
Lewis Mackenzie(3)	4 of 4	4 of 4	N/A	N/A
Dev Shetty(4)	1 of 1	N/A	N/A	N/A
Gregory Biniowsky	1 of 4	1 of 4	N/A	N/A
Martin Schuermann(2)	2 of 2	N/A	N/A	N/A

Notes:
(1) Mr. Leigh was appointed as the chief executive officer and a director of the Corporation on July 31, 2024 following Mr. Schuermann's resignation from such positions. Mr. Leigh subsequently resigned as the chief executive officer and executive chairman of the Corporation on December 5, 2024, and was replaced by Dev Shetty. Mr. Leigh remained as a member of the Board.
(2) Mr. Schuermann resigned from the board of directors and from his role as chief executive officer and executive chairman on July 31, 2024.
(3) Mr. Mackenzie resigned from the board of directors on April 30, 2025.
(4) Mr. Shetty was appointed as the chief executive officer and executive chairman of the Corporation on December 5, 2024.

Other Information about the Director Nominees

Other than as disclosed below, no director or executive officer of the Corporation

(a) is at the date hereof, or within ten years prior to the date hereof has been, a director, chief executive officer or chief financial officer of any company (including the Corporation) that was, (i) subject to an order that was issued while the director was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) subject to an order that was issued after the director ceased to be a director, chief executive officer or chief financial officer, and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) is as at the date of this Circular or has been, within the ten years before the date of this Circular, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

No proposed director has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with

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a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

Approval of Stock Option Plan

On June 14, 2021, the Board adopted an amended and restated stock option plan (the “A&R Stock Option Plan”), the purpose of which was to secure for the Corporation and its shareholders the benefits of the incentive inherent in share ownership by directors, officers, employees and contractors of the Corporation who could have significant impact on the growth and success of the Corporation. The A&R Stock Option Plan was approved by the Shareholders at the Corporation’s annual and special meeting of Shareholders held on July 14, 2021.

The A&R Stock Option Plan reserved a fixed maximum limit of 13,705,228 Common Shares for issuance pursuant to the plan. On May 20, 2025, the Board amended and restated the A&R Stock Option Plan (the “2nd A&R Stock Option Plan”) to adjust the number of Common Shares reserved under the plan from a fixed limit of 13,705,228 Common Shares to a fixed limit of 15,968,728 Common Shares, being 10% of the issued and outstanding Common Shares on such date. In accordance with the policies of the Toronto Stock Exchange (the “TSX”), the Corporation is required to seek shareholder approval in order to set a maximum number of Common Shares available under the 2nd A&R Stock Option Plan.

A summary of the 2nd A&R Stock Option Plan may be found under the heading “Executive Compensation – Long Term Incentives and Options”, and a full copy of the 2nd A&R Stock Option Plan is attached hereto at Schedule “C”.

A resolution (the “Stock Option Plan Resolution”) will be placed before the Shareholders at the Meeting to amend and restate the A&R Stock Option Plan to change the number of Common Shares authorized to be issued under the A&R Stock Option Plan from a fixed maximum of 13,705,228 Common Shares to a fixed maximum of 15,968,728 Common Shares under the 2nd A&R Stock Option Plan. If approval is not obtained at the Meeting, the fixed maximum limit of 13,705,228 Common Shares established by the A&R Stock Option Plan shall continue to apply. Previously allocated options will continue to be unaffected by the approval or disapproval of the Stock Option Plan Resolution.

Unless otherwise indicated, the persons named in the accompanying proxy intend to vote FOR the Stock Option Plan Resolution.

In order to be effective, the rules of the TSX require that the Stock Option Plan Resolution must be approved by the affirmative vote of a simple majority of the votes cast at the Meeting in respect of such resolution. Accordingly, disinterested Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, the following Stock Option Plan Resolution:

"WHEREAS:

on May 20, 2025, the Board approved the adoption of a second amended and restated stock option plan (the “2nd A&R Stock Option Plan”), as summarized in the management information circular of the Corporation dated May 20, 2025 (the “Circular”), and in the form attached as Schedule “C” thereto, for the benefit of directors, officers, employees, consultants and others consistent with the provisions of the 2nd A&R Stock Option Plan;
the 2nd A&R Stock Option Plan was amended to increase the maximum number of common shares issuable upon the exercise of options by 2,263,500, from 13,705,228 common shares to 15,968,728; and
the rules of Toronto Stock Exchange provide that the 2nd A&R Stock Option Plan must be approved by the affirmative vote of a simple majority of the votes cast at the Meeting;

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BE IT RESOLVED, AS AN ORDINARY RESOLUTION OF THE SHAREHOLDERS, THAT:

the 2nd A&R Stock Option Plan, as summarized in the Circular and in the form attached as Schedule "C" thereto, be and is approved, ratified and confirmed as the Corporation's stock option plan and the Corporation be and is hereby authorized to reserve for issuance pursuant to the 2nd A&R Stock Option Plan up to 15,968,728 Common Shares, subject to the Corporation obtaining all required approvals from the Toronto Stock Exchange and any other regulatory authorities;
the maximum number of common shares issuable upon the exercise of options be increased by 2,263,500, from 13,705,228 common shares to 15,968,728;
all unallocated awards under the 2nd A&R Stock Option Plan be and are hereby approved; and
any one director or officer of the Corporation be and is hereby authorized and directed, for and on behalf of the Corporation, to do all acts and things as such director or officer may deem necessary or advisable to give effect to this resolution."

The Board unanimously recommends that Shareholders vote FOR the approval of the Stock Option Plan Resolution.

CORPORATE GOVERNANCE

The Corporation and the Board recognize the importance of corporate governance in effectively managing the Corporation, protecting employees and shareholders, and enhancing shareholder value.

The Board fulfills its mandate directly and through its committees at regularly scheduled meetings or as required. The directors are kept informed of the Corporation's operations at regular meetings and through reports and discussions with management on matters within their particular areas of expertise. The frequency of meetings may be increased and the nature of the agenda items may be changed depending upon the state of the Corporation's affairs and in light of opportunities or risks the Corporation faces.

The Corporation believes that its corporate governance practices are in compliance with applicable Canadian requirements. The Corporation is committed to monitoring governance developments to ensure its practices remain current and appropriate.

Ethical Business Conduct

The Board is apprised of the activities of the Corporation and ensures that it conducts such activities in an ethical manner. The Board encourages and promotes an overall culture of ethical business conduct by promoting compliance with applicable laws, rules and regulations; providing guidance to consultants, officers and directors to help them recognize and deal with ethical issues; promoting a culture of open communication, honesty and accountability; and ensuring awareness of disciplinary actions for violations of ethical business conduct.

Code of Conduct

The Board has adopted a Code of Business Conduct and Ethics (the "Code") for its directors, officers and employees. The Corporate Governance Committee has responsibility for monitoring compliance with the Code by ensuring that all directors, officers and employees receive and become thoroughly familiar with the Code and acknowledge their support and understanding of the Code. Any non-compliance with the Code is to be reported to the Chairman of the Audit Committee. In addition, the Board conducts regular audits to test compliance with the Code.

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The Board takes steps to ensure that directors, officers and employees exercise independent judgment in considering transactions and agreements in respect of which a director, officer or employee of the Corporation has a material interest, which include ensuring that directors, officers and employees are thoroughly familiar with the Code and, in particular, the rules concerning reporting conflicts of interest and obtaining direction from the Corporation's Directors and the Chairman and CEO regarding any potential conflicts of interest.

The Board encourages and promotes an overall culture of ethical business conduct by promoting compliance with applicable laws, rules and regulations in all jurisdictions in which the Corporation conducts business; providing guidance to directors, officers and employees to help them recognize and deal with ethical issues; promoting a culture of open communication, honesty and accountability; and ensuring awareness of disciplinary action for violations of ethical business conduct.

A copy of the Code and other corporate governance policies may be found under the profile of the Corporation on SEDAR+ at www.sedarplus.ca or upon request to the Corporation by contacting the Corporate Secretary of the Corporation by email at [email protected] or by telephone at (416) 861-5882.

Whistleblower Policy

The Corporation has adopted a Whistleblower Policy that allows its directors, officers, consultants and employees who feel that a violation of the Code has occurred, or who have concerns regarding financial statement disclosure issues, accounting, internal accounting controls or auditing matters, to report such violations or concerns on a confidential and anonymous basis. Reporting a violation of the Code is made by informing anonymously to the whistleblower hotline or URL or (if desired) to a member of the Audit Committee, who then investigates each matter so reported and takes corrective and disciplinary action, if appropriate. Reporting concerns regarding financial statement disclosure or other appropriate issues are to be forwarded in a sealed envelope to the Chairman of the Audit Committee who then investigates each matter reported and takes corrective and disciplinary action, if appropriate.

ABOUT THE BOARD

Independence of the Board

The Board is currently comprised of four members, two (50%) of whom the Board has determined are independent within the meaning of applicable securities legislation.

Director	Independent	Not Independent	Reason for Non-Independence
Fred Leigh		✓	Former Chief Executive Officer
Bernie Wilson	✓
Gregory Biniowsky	✓
Dev Shetty		✓	Chief Executive Officer and Chairman of the Board

To facilitate the functioning of the Board independently of management, the following structures and processes are in place:

the Board has appointed a lead director who is independent of the Corporation;
members of management, including without limitation, the Chairman and the CEO of the Corporation, are not present for the discussion and determination of certain matters at meetings of the Board unless required;
the majority of each of the Audit, Corporate Governance and Compensation Committees of the Board are comprised of independent directors;
under the by-laws of the Corporation, any two directors may call a meeting of the Board;
the CEO's compensation is considered by the Board, in his absence, and by the Compensation Committee at least once a year;

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in addition to the standing committees of the Board, independent committees will be appointed from time to time, when appropriate;
a committee comprised solely of independent and non-conflicted members will be convened to consider and, if deemed appropriate, approve any investment by the Corporation that is considered non-arm’s length, and
the Board holds in-camera meetings with the independent directors at the end of each meeting of the Board, on an as needed basis.

Executive Chairman

The Executive Chairman of the Board is Dev Shetty. In terms of the governance of the Corporation, the Executive Chairman’s primary roles are to chair all meetings of the Board and shareholder meetings in a manner that promotes meaningful discussion, to manage the affairs of the Board, including ensuring the Board is organized properly, functions effectively and meets its obligations and responsibilities. The Executive Chairman’s responsibilities include, without limitation, ensuring that the Board works together as a cohesive team with open communication, ensuring that the resources available to the Board are adequate to support its work, and working with the Corporate Governance Committee to ensure that the necessary processes are in place to assess the effectiveness of the Board and its committees at least annually. The Executive Chairman also acts as the primary spokesperson for the Board, ensuring that management is aware of concerns of the Board, shareholders, other stakeholders and the public and, in addition, ensures that management strategies, plans and performance are appropriately presented to the Board. The Executive Chairman of the Board maintains communications with the Corporation’s executive management and consults regularly with the Board and management on the development and operation of the Corporation’s projects.

Lead Director

The Corporation has appointed Bernie Wilson as lead director. Mr. Wilson draws upon his wealth of experience as Chairman of the ICD in this role. Mr. Wilson is an independent director and will facilitate the functioning of the Board independently of management.

The Lead Director, nominated by the Corporate Governance Committee and appointed by the Board, is an independent director who is designated by the Board to aid and assist the Executive Chairman and, where applicable, the Executive Vice-Chairman and the remainder of the Board in assuring effective corporate governance in managing the affairs of the Board and the Corporation and to enhance and protect the independence of the Board. The Lead Director’s responsibilities include, but are not limited to: chairing Board meetings when the Executive Chairman is unavailable or when there is any potential conflict; providing leadership to the Board to enhance effectiveness, including ensuring that responsibilities of the Board are well understood by the Board and by management; ensuring the Board works together as a cohesive team; ensuring that a process is in place by which the effectiveness of the CEO, the Board and its committees is assessed on a regular basis; chairing in-camera sessions of independent directors, in association with regularly scheduled Board meetings, to discuss issues relating to the Corporation’s business without the presence of management or the Executive Chairman or Executive Vice Chairman; and communicating with the entire Board, as appropriate, the results of private discussions among outside directors or the results of in camera sessions of the independent directors.

In addition, the Lead Director shall assist with managing the Board, including but not limited to: adopting procedures to ensure that the Board can conduct its work effectively and efficiently, including committee structure and composition, scheduling, and management of meetings; ensuring that, where functions are delegated to appropriate committees, the functions are carried out and results are reported to the Board; ensuring that a succession planning process is in place to appoint the Executive Chairman, the CEO, President and other members of management when necessary; working with the Corporate Governance Committee to consider questions of possible conflicts of interest or breaches of the Code, as such questions arise, and working with the ad hoc Investment Committee to consider questions of possible conflicts of interests.

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Further, at the request of the Board and the CEO and/or the Executive Chairman, or in the event of the absence or the incapacity of the Executive Chair or the CEO, the Lead Director shall represent the Corporation to external groups such as shareholders and other stakeholders, including community groups and governments.

Position Descriptions

Except as set out above, the Corporation has not developed position descriptions for the Executive Chairman, the Executive Vice Chairman, the Lead Director, the Committee Chairs or the Chief Executive Officer. The Board assists in defining the roles of these positions through its regular meetings and past practices. The responsibilities of these positions are well-known by the Board and the respective officers due to their extensive experience and knowledge in the industry and based on customary practice.

The Board Mandate

The Board has adopted a written Board mandate in its Charter of the Board (the "Charter"), pursuant to which the Board assumes responsibility for the stewardship of the Corporation, the supervision of the Corporation's business affairs and acting in the best interests of the Corporation and the shareholders. In discharging its mandate, the Board is responsible for the oversight and review of the following, among other things:

the strategic planning process of the Corporation;
identifying the principal risks of the Corporation's business and ensuring the implementation of appropriate systems to manage these risks;
succession planning, including appointing, training and monitoring senior management;
a communications policy for the Corporation to facilitate communications with investors and other interested parties; and
the integrity of the Corporation's internal control and management information systems.

The Board discharges its responsibilities directly and through its committees, currently consisting of the Audit Committee, the Compensation Committee, the Corporate Governance Committee and an ad hoc Investment Committee. See "Committees of the Board". A copy of the Charter is attached hereto as Schedule "A".

Meetings of Independent Directors

The independent directors comprise a majority of each of the committees of the Board and hold in camera sessions without management to review the business operations, corporate governance, compensation, and financial results of the Corporation, on an as needed basis. For each director's attendance at duly scheduled meetings for the year ended January 31, 2025, please see above under "Business of the Meeting – Election of Directors – Meeting Attendance".

Nomination of Directors

Generally, the Corporate Governance Committee, the majority of which is composed of independent directors, is responsible for identifying and recruiting new candidates for nomination to the Board and reviewing the qualifications of new candidates proposed by other members of the Board. The process by which the Board identifies new candidates is through recommendations of the Corporate Governance Committee whose responsibility it is to develop, and periodically update and recommend to the Board for approval, a long-term plan for Board composition that takes into consideration the following: (a) the independence of each director; (b) the competencies and skills the Board as a whole should possess, such as financial literacy, integrity and accountability, the ability to engage in informed judgment, governance, strategic business development, excellent communications skills and the ability to work effectively as a team; (c) the current strengths, skills and experience represented by each director, as well as each director's personality and other qualities as they affect Board dynamics; and (d) the strategic direction of the Corporation.

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Board Assessments

The Board, its individual directors and its committees are assessed on an informal basis continually as to their effectiveness and contribution. All directors are free to make suggestions for improvement of the practice of the Board at any time and are encouraged to do so.

Majority Voting Policy

The Corporation has adopted a Majority Voting Policy to provide a meaningful way for shareholders to hold individual directors accountable and to require the Corporation to closely examine directors that do not have the support of a majority of shareholders. The policy provides that forms of proxy for the election of directors will permit a Shareholder to vote in favour of, or to withhold from voting, separately for each director nominee and that where a director nominee has more votes withheld than are voted in favour of him or her, the nominee will be considered not to have received the support of the Shareholders, even though duly elected as a matter of corporate law. Pursuant to the policy, such a nominee will forthwith submit his or her resignation to the Board, such resignation to be effective on acceptance by the Board. The Board will then establish an advisory committee (the "Committee") to which it shall refer the resignation for consideration. In such circumstances, the Committee will make a recommendation to the Board as to the director's suitability to continue to serve as a director after reviewing, among other things, the results of the voting for the nominee and the Board will consider such recommendation. This policy does not apply where an election involves a proxy battle (i.e., where proxy material is circulated in support of one or more nominees who are not part of the director nominees supported by the Board).

Orientation and Continuing Education

Generally, the Corporate Governance Committee is responsible for ensuring that new directors are provided with an orientation and education program, which will include written information about the duties and obligations of directors, board committees and the role of the Board including the business and operations of the Corporation, documents from recent board meetings, and opportunities for meetings and discussion with senior management and other directors. Directors are expected to attend all meetings of the Board and are also expected to prepare thoroughly in advance of each meeting in order to actively participate in the deliberations and decisions.

The Board recognizes the importance of ongoing director education and the need for each director to take personal responsibility for this process. The Board notes that it has benefited from the experience and knowledge of individual members of the Board in respect of the ever-evolving governance regime and principles. The Board ensures that all directors are apprised of changes in the Corporation's operations and business as well as developments in the resource industry and applicable laws.

Aberdeen's Diversity Policy

Aberdeen introduced a diversity policy in January 2015 as part of an amendment and update of its Corporate Governance Committee charter. Aberdeen believes the diversity policy evidences Aberdeen's commitment to increased diversity, including the identification and nomination of women to the board of directors. In the policy, the Corporation recognizes the value and unique contribution people can make because of their individual background and different skills, experiences and perspectives. To support this, when identifying candidates to recommend for appointment or nomination to the board and its various committees, the Corporate Governance Committee will, among other things, consider diversity criteria including gender, age, ethnicity and geographic background. In practice, since introducing the diversity policy, the Corporate Governance Committee has actively sought and considered female director candidates. Aberdeen aspires towards board composition in which each gender comprises at least one-third of the independent directors.

At present, there are no female board members among the Corporation's four board members or its small executive management team. One member of both the board (25%) and executive management team

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(33%) is a visible minority. There are not yet any board members or executive officers who are persons with disabilities (0%) or are Indigenous (0%). Given Aberdeen's current focus on rationalizing costs and reducing compensation, it has not looked to hire any new executive officers, nor does it expect to add any executive officers of any gender.

COMMITTEES OF THE BOARD

As of the Record Date, the Board had the following three standing committees:

Audit Committee;
Corporate Governance Committee; and
Compensation Committee.

In addition, the Board has an ad hoc Investment Committee that meets on a regular basis, as needed, to consider and approve any investments in respect of which members of the Board or management may have conflicting interests.

The majority of each of the standing committees of the Board are comprised of directors who are independent of management and each of the committees report directly to the Board. From time to time, when appropriate, additional ad hoc committees of the Board may be appointed by the Board.

Audit Committee

The purposes of the Audit Committee are to assist in the Board's oversight of: the integrity of the Corporation's financial statements; the Corporation's compliance with legal and regulatory requirements; the qualifications and independence of the Corporation's independent auditors; and the performance of the independent auditors and the Corporation's internal audit function.

The Corporation's Audit Committee is comprised of three directors: Bernie Wilson (Chair), Gregory Biniowsky, and Dev Shetty. Each of the members is considered financially literate and (other than Dev Shetty) independent. Please refer to "Director Profiles" above, for the relevant education and experience of each of the members of the Audit Committee.

The members of the Audit Committee are appointed annually by the Board and serve at the pleasure of the Board until their successors are duly appointed.

External Auditor

The Audit Committee pre-approves all non-audit services to be provided to the Corporation or its subsidiary entities by the issuer's external auditors.

Please see page 6 for the fees paid to external auditors in 2025 and 2024. You can find more information about the audit committee in our Annual Information Form dated April 28, 2025, which is available on the Corporation's profile at SEDAR+ (www.sedarplus.ca). A copy of the Audit Committee Charter is attached hereto as Schedule "B".

Corporate Governance Committee

The Corporate Governance Committee is comprised of Bernie Wilson, Gregory Biniowsky, and Dev Shetty (Chair), each of whom is an independent director, other than Dev Shetty. Please refer to "Director Profiles" above, for the relevant education and experience of each of the members of the Corporate Governance Committee.

The Corporate Governance Committee's responsibilities include periodically reviewing the charters of the Board and the committees of the Board; assisting the Executive Chairman and Lead Director of the Board

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in carrying out their responsibilities; considering and, if thought appropriate, approving requests from directors for the engagement of independent counsel in appropriate circumstances; preparing and recommending to the Board a set of corporate governance guidelines, the Code and annually preparing and reviewing the Corporation's Corporate Governance disclosure to be included in the Corporation's management information circular; annually reviewing the Board's relationship with management to ensure the Board is able to and, in fact, does function independently of management; assisting the Board by identifying individuals qualified to become Board members and members of Board committees; leading the Board in its annual review of the Board's performance; and assisting the Board in monitoring compliance by the Corporation with legal and regulatory requirements.

The members of the Corporate Governance Committee are appointed annually by the Board and serve at the pleasure of the Board until their successors are duly appointed.

Compensation Committee

The Compensation Committee is comprised of Dev Shetty, Gregory Biniowsky, and Bernie Wilson, each of whom is an independent director (other than Dev Shetty). Please refer to "Director Profiles" above, for the relevant education and experience of each of the members of the Compensation Committee.

The Compensation Committee is established by the Board to assist the Board in fulfilling its responsibilities relating to human resources and compensation issues and to establish a plan of continuity for executive officers and other members of senior management (collectively, "Executive Management"). The Compensation Committee ensures that the Corporation has an executive compensation plan that is both motivational and competitive so that it will attract, hold and inspire performance of executive management of a quality and nature that will enhance the sustainable profitability and growth of the Corporation.

The Compensation Committee's role is to review compensation philosophy and practices for the Corporation, which includes reviewing the compensation philosophy and practices (a) of Executive Management, for recommendation to the Board for its consideration and approval, and (b) relating to all employees, including annual salary and incentive policies and programs, and material new benefit programs, or material changes to existing benefit programs.

The members of the Compensation Committee are appointed annually by the Board and serve at the pleasure of the Board until their successors are duly appointed.

The Compensation Committee:

(a) will periodically review the terms of reference for the Corporation's President and Chief Executive Officer and recommend any changes to the Board for approval;
(b) will review corporate goals and objectives relevant to the compensation of the President and Chief Executive Officer and recommend them to the Board for approval; and
(c) will review, and if considered appropriate recommend to the Board for approval any agreements between the Corporation and the President and Chief Executive Officer.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

For the financial year ended January 31, 2025, the objectives of the Corporation's compensation strategy were to ensure that compensation for its NEOs (as defined herein) is sufficiently attractive to recruit, retain and motivate high performing individuals to assist Aberdeen in achieving its goals. The Corporation attempts to ensure that compensation is also fair, balanced and linked to the performance of the Corporation and the individual NEO.

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It is the general compensation philosophy of the Corporation to provide a blend of base salaries, bonuses and an equity incentive component.

Compensation for the NEOs is composed primarily of three components: base fees, performance bonuses and security-based compensation. The determination of each component is based on informal discussions among the members of the Compensation Committee who may draw upon their experience and broad knowledge of industry standards and performance based on informal expectations and goals. In establishing the levels of base fees, the award of stock options and performance bonuses, the Corporation informally considers individual performance, responsibilities and length of service. Performance is broadly reviewed and includes achievement of the Corporation's strategic objective of growth and the enhancement of shareholder value through increases in the net asset value of its investments. Performance bonuses are considered from time to time on a discretionary basis, as discussed in further detail below. The compensation determination process is discretionary and is not based on formal benchmarks or formal and specific quantified measures.

The Board does not have a pre-determined compensation plan, but rather reviews the performance of the NEOs and considers a variety of factors informally. The Board believes that the compensation paid to each NEO during the last fiscal year was commensurate with the NEO's position, experience and performance.

Risks Associated with Compensation

In light of the Corporation's size and the balance between long-term objectives and short-term financial goals with respect to the Corporation's executive compensation program, the Board does not presently deem it necessary to consider the implications of the risks associated with its compensation policies and practices.

Financial Instruments

The Corporation does not currently have a policy that restricts directors or NEOs from purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity. However, to the knowledge of the Corporation as of the date of hereof, no director or NEO of the Corporation has participated in the purchase of such financial instruments.

Performance Graph

The following graph compares the yearly percentage change in the cumulative total shareholder return for $100 invested in Common Shares on January 1, 2020 against the cumulative total shareholder return of the S&P/TSX Composite Index and the S&P/TSX Global Gold Index for the five most recently completed financial years of the Corporation, assuming the reinvestment of all dividends.

Broadly, executive compensation has tracked both the share price and shareholder's equity over the past several years due in part to the long-term bear market trend in the shares of junior mining companies. However, since discretionary compensation such as bonuses are typically based, at least in part, on recent performance of the investment portfolio (i.e. the previous year's performance) and share price, executive compensation will often lag by as much as a year or more. The performance graph relates to the total cumulative shareholder return.

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Components of Compensation

Base Fees

Salaries form an essential component of the Corporation's compensation mix as they are the first measure to remain competitive relative to industry compensation practices, are fixed and therefore not subject to uncertainty and can be used as the base to determine other elements of compensation and benefits. In determining the base salary of an executive officer, the Compensation Committee takes into account the recommendations from the Chief Executive Officer of the Corporation and may consider the particular responsibilities related to the position; what the Compensation Committee members believe is industry practice; the experience, expertise and level of the executive officer; his or her length of service; level of responsibilities; and his or her overall performance based on informal feedback. There is no mandatory framework that determines which of these factors may be more or less important and the emphasis placed on any of these factors may vary among the executive officers. The determination of base salaries relies principally on negotiations between the respective NEO and the Corporation and is therefore heavily discretionary.

Bonus Payments

The purpose of the Corporation's bonus program is to provide NEOs with the opportunity to receive an annual incentive that is related to the progress of the Corporation and individual performance. Through informal discussions among management, as approved by the Compensation Committee and the Board, executive officers are eligible for annual bonuses. The Corporation is focused on the investment and management of small-cap companies in the resource sector. As a result, the Compensation Committee believes that financial incentives should relate to the accomplishment of key milestones relating to the success of the Corporation's investment portfolio, among other corporate developments.

Long-term Incentives and Options

Stock Option Awards

The A&R Stock Option Plan was adopted by the Board on June 14, 2021, and was subsequently approved by the Shareholders at the Corporation's annual meeting held on July 15, 2021. The following is a summary of the terms of the 2nd A&R Stock Option Plan, which is qualified in its entirety by the provisions of the 2nd A&R Stock Option Plan attached hereto as Schedule "C":

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The number of options ("Options") that may be granted under the 2nd A&R Stock Option Plan may not exceed 15,968,728 Options.
The maximum number of Common Shares that may be issued under the 2nd A&R Stock Option Plan is 15,968,728.
Options are non-assignable and may be granted to employees, officers and certain consultants of the Corporation and designated affiliates. Non-executive directors are not eligible to receive Options.
Upon the termination of an optionholder's engagement with the Corporation, the cancellation or early vesting of any Option shall be in the discretion of the Board. In general, the Corporation expects that Options will be cancelled 90 days following an optionholder's termination from the Corporation.
The aggregate number of Common Shares issuable pursuant to the 2nd A&R Stock Option Plan and any other Share Compensation Arrangement (as defined in the Stock Option Plan) (pre-existing or otherwise) to Insiders (as defined in the Stock Option Plan) shall not exceed 10% of the Common Shares outstanding at any time.
The aggregate number of Common Shares issued upon exercise of the Options granted pursuant to the 2nd A&R Stock Option Plan and any other Share Compensation Arrangement (as defined in the Stock Option Plan), pre-existing or otherwise, to Insiders (as defined in the 2nd A&R Stock Option Plan) shall not exceed 10% of the Common Shares then outstanding.
The periods within which Options may be exercised and the number of Shares which may be issuable upon the exercise of Options in any such period shall be determined by the Board at the time of granting the Options provided, however, that all Options must be exercisable during a period not extending beyond five years from the date of the Option grant.
In the event that the expiry of an Option Period (as defined in the 2nd A&R Stock Option Plan) falls within, or within two days of, a trading blackout period imposed by the Corporation (the "Blackout Period"), the expiry date of such Option Period shall be automatically extended to the tenth business day following the end of the Blackout Period.
The exercise price per Option shall be determined by the Board at the time the Option is granted, but, in any event, shall not be less than the closing price of the Common Shares on the TSX on the trading day immediately preceding the date of the grant of the Option.
Amendments to the 2nd A&R Stock Option Plan require shareholder approval, except in certain instances, including but not limited to the following: (i) amendments of a housekeeping nature; (ii) the addition of or a change to vesting provisions of a security or the 2nd A&R Stock Option Plan; (iii) a change to the termination provisions of a security or the 2nd A&R Stock Option Plan that does not entail an extension beyond the original expiry date; and (iv) the addition of a cashless exercise feature, payable in cash or securities, which provides for a full deduction of the number of underlying securities from the 2nd A&R Stock Option Plan reserve.
There is no transformation of stock options granted under the 2nd A&R Stock Option Plan into stock appreciation rights involving the issuance of securities from the treasury of the Corporation.
The Corporation will not provide financial assistance to any optionholder to facilitate the exercise of options under the 2nd A&R Stock Option Plan.

The Corporation is seeking the approval of Shareholders of the 2nd A&R Stock Option Plan at the Meeting. The table below sets out the outstanding Options under the A&R Stock Option Plan as of the Record Date:

	Number of securities to be issued upon exercise of outstanding Options	Weighted-average exercise price of outstanding Options	Number of securities remaining available under the A&R Stock Option Plan (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	10,850,000	0.16	2,855,228

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Based on the current number of issued and outstanding Options, 2,855,228 Options remain available for issuance under the A&R Stock Option Plan.

The Corporation's annual Burn Rate as described in Section 613(d) of the TSX Company Manual under the A&R Stock Option Plan was 0.00%, 0.07% and 3.4% in fiscal years 2023, 2024 and 2025, respectively. The Burn Rate is calculated by dividing the number of stock options granted under the A&R Stock Option Plan during the relevant fiscal year by the weighted number of common shares outstanding for the applicable fiscal year, as described in Section 613(p) of the TSX Company Manual.

Restricted Share Unit Incentive Plan

Prior to the year ended January 31, 2013, the Board approved and authorized the creation of a restricted share unit incentive plan (the "RSU Plan"). The RSU Plan provides for the issuance of units ("RSUs") to acquire Common Shares by way of purchases of Common Shares by an independent trustee pursuant to a trust set up and funded by the Corporation. Each RSU shall entitle each participant to receive one Common Share, without payment of additional consideration, on the applicable vesting date without any further action on the part of the holder of the RSU.

The Burn Rate for the RSU Plan was 0.007%, 0.0% and 0.0% in fiscal years 2023, 2024 and 2025, respectively. The Burn Rate is calculated by dividing the number of RSU's granted under the RSU Plan during the relevant fiscal year by the weighted number of common shares outstanding for the applicable fiscal year, as described in Section 613(p) of the TSX Company Manual.

Deferred Share Unit Incentive Plan

The amended and restated stock deferred share unit plan of the Corporation (the "A&R DSU Plan") was adopted and was last approved by Shareholders at the Corporation's annual meeting held on July 15, 2021. The following is a summary of the terms of the A&R DSU Plan, which is qualified in its entirety by the provisions of the A&R DSU Plan:

Eligible participants of the A&R DSU Plan include any director, officer, employee or consultant of the Corporation;
The Board fixes the vesting terms it deems appropriate when granting DSUs;
The number of DSUs that may be granted under the A&R DSU Plan may not exceed 13,705,228 DSUs.
No DSUs shall be granted under the A&R DSU Plan if such grant could result, at any time, in (i) the number of Common Shares issuable to insiders of the Corporation under all share compensation arrangements exceeding 10% of the issued and outstanding Common Shares, (ii) the issuance to insiders of the Corporation of a number of Common Shares exceeding 10% of the issued and outstanding Common Shares, (iii) the number of Common Shares reserved for issuance under all share compensation arrangements with any one participant, together with such participants permitted assigns, exceeding 5% of the issued and outstanding Common Shares and (iv) a grant of more than 2% of the issued and outstanding Common Shares to any one contractor in any one-year period;
Under the A&R DSU Plan, the DSUs are to be redeemed and paid out by the Corporation within 60 days of when a participant ceases to be a directors, officer, employee or consultant of the Corporation without further action or payment on the part of the holder of the DSU. For each DSU, the Corporation will deliver a payment of one Common Share, provided that provided that any DSUs granted prior to June 14, 2021 may be settled in cash.

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DSUs granted under the A&R DSU Plan may not be assigned or transferred except to certain permitted assigns; and
Subject to any regulatory and TSX approval, the Board may from time to time amend or revise the terms and conditions of the A&R DSU Plan.

The purpose of the A&R DSU Plan is to attract, retain and motivate individuals with the requisite training, experience and leadership to carry out key roles with the Corporation, to advance the interests of the Corporation by providing such individuals with appropriate compensation and to strengthen the alignment of the DSU holders' interest with the interests of shareholders.

The table below sets out the outstanding DSUs under the A&R DSU Plan as of the Record Date.

	Number of securities to be issued upon exercise of DSUs	Weighted-average exercise price of DSUs	Number of securities remaining available under the A&R DSU Plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	5,165,000	N/A	8,540,228
Equity compensation plans not approved by security holders	N/A	N/A	8,540,228
TOTAL	5,165,000	N/A	8,540,228

Based on the current number of issued and outstanding DSUs and Options, 8,540,228 DSUs remain available for issuance under the A&R DSU Plan.

The Corporation's annual Burn Rate as described in Section 613(d) of the TSX Company Manual under the A&R DSU Plan was 0.00%, 0.07% and 0.0% in fiscal years 2023, 2024 and 2025, respectively. The Burn Rate is calculated by dividing the number of DSUs granted under the A&R DSU Plan during the relevant fiscal year by the weighted number of common shares outstanding for the applicable fiscal year, as described in Section 613(p) of the TSX Company Manual.

Other Compensation Matters

Indebtedness of Directors and Officers

As at the date of this Circular, and during the financial year ended January 31, 2025, no director or executive officer of the Corporation or Nominee (and each of their associates and/or affiliates) was indebted, including under any securities purchase or other program, to (i) the Corporation or its subsidiaries, or (ii) any other entity that is, or was at any time during the financial year ended January 31, 2025, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or its subsidiaries.

Directors' and Officers' Insurance and Indemnification

The amount of premiums paid by the Corporation for run-off policy during the financial year ended January 31, 2025 in respect of directors & officers liability insurance in an aggregate amount of $2,000,000 was $17,280.

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2025 Executive Compensation

Summary Compensation Table

The following table summarizes the compensation paid during the three financial years ended January 31, 2025, 2024 and 2023 in respect of the individuals who were carrying out the role of the CEO, the Chief Financial Officer of the Corporation (the "CFO") and each of the three most highly compensated executive officers other than the CEO and CFO at the end of the most recently completed financial year whose total compensation was individually more than $150,000 for that financial year (the "Named Executive Officers" or "NEOs").

Name and principal position	Year Ended	Salary ($)^{(1)}	Share - based awards ($)^{(2)}	Option - based awards ($)^{(3)}	Non-equity incentive plan compensation ($)		All other compensation ($)^{(5)}	Total compensation ($)
					Annual incentive plans^{(4)}	Long-term incentive plans
Dev Shetty Chief Executive Officer and Chairman^{(10)}	2025	Nil	Nil	75,694	Nil	N/A	N/A	75,694
	2024	N/A	N/A	N/A	N/A	N/A	N/A	N/A
	2023	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Fred Leigh Director and former Chief Executive Officer and Chairman^{(9)(10)}	2025	60,000	Nil	Nil	161,929	NA	N/A	221,929
	2024	N/A	N/A	N/A	N/A	N/A	N/A	N/A
	2023	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Martin Schuermann Former Chief Executive Officer and Executive Chairman^{(9)}	2025	133,520	Nil	Nil	Nil	N/A	N/A	133,520
	2024	120,000	Nil	Nil	Nil	Nil	Nil	120,000
	2023	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Christopher Younger Former Chief Executive Officer and Director^{(6)(7)}	2025	Nil	Nil	Nil	Nil	N/A	N/A	Nil
	2024	240,000	Nil	Nil	Nil	Nil	Nil	240,000
	2023	240,000	39,564	38,577	Nil	Nil	Nil	318,143
Stan Bharti Consultant^{(6)(8)}	2024	300,000	Nil	Nil	Nil	Nil	Nil	300,000
	2024	300,000	Nil	Nil	Nil	Nil	Nil	300,000
	2023	300,000	52,753	28,933	Nil	Nil	Nil	381,686
Ryan Ptolemy Chief Financial Officer and Corporate Secretary	2025	74,400	Nil	Nil	Nil	Nil	Nil	74,400
	2024	74,400	Nil	Nil	Nil	Nil	Nil	74,400
	2023	74,400	26,376	19,289	Nil	Nil	Nil	120,065

Notes:
(1) Compensation paid as consulting fees under the independent contractor agreements with the Named Executive Officers as described under the heading "Executive Compensation – Termination of Employment, Change in Responsibilities and Employment Contracts" of this Circular.
(2) The figures shown reflect the grant day fair value of RSUs approved by the Compensation Committee for the specific years as at the date of grant. For the RSU grants and DSU grants, the last trading day preceding the date of grant is the grant date fair value. Grant day fair value is determined by multiplying the number of RSUs or DSUs, as applicable by the closing price of the Common Shares on the TSX on the applicable grant date.
(3) The value ascribed to Option grants represents non-cash consideration and has been estimated using the Black-Scholes Model, as at the date of grant. Key assumptions and parameters are described in Aberdeen's financial statements.

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(4) Compensation received in the form of discretionary performance-based bonuses in accordance with the bonus compensation policy of the Corporation as described under the heading "Executive Compensation - Compensation of Officers – Compensation Discussion and Analysis" set out above.
(5) Other benefits did not exceed the lesser of $50,000 and 10% of the total annual compensation for the Named Executive Officer.
(6) Mr. Bharti resigned as Interim President and Chief Executive Officer on April 22, 2021 and was replaced by Mr. Younger as Chief Executive Officer.
(7) Mr. Younger resigned as Chief Executive Officer on February 17, 2023 and was replaced by Mr. Schuermann as Chief Executive Officer.
(8) Mr. Bharti resigned as Executive Chairman on May 12, 2023 and was replaced by Mr. Schuermann as Executive Chairman.
(9) Mr. Schuermann resigned as Chief Executive Officer and Executive Chairman on July 31, 2024 and was replaced by Fred Leigh as Chief Executive Officer and Executive Chairman.
(10) Mr. Leigh resigned as Chief Executive Officer and Executive Chairman on December 5, 2024, although he remained as a director of the Corporation, and was replaced by Mr. Shetty as Chief Executive Officer and Executive Chairman.

Incentive Plan Awards

The following table provides information regarding the incentive plan awards for each Named Executive Officer outstanding as of January 31, 2025.

Outstanding Share-Based Awards and Option-Based Awards

	Option-based Awards				Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)(1)	Number of shares or units of shares that have not vested (#)	Market or payout value of share awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Dev Shetty Chief Executive Officer and Chairman(6)	5,000,000	$0.045	December 5, 2029	Nil	Nil	Nil	Nil
Fred Leigh Director and former Chief Executive Officer and Chairman(5)(6)	150,000	$0.26	July 29, 2026	Nil	Nil	Nil	16,000
Martin Schuermann Former Chief Executive Officer and Executive Chairman(5)	500,000	0.26	July 29, 2026	Nil	Nil	Nil	Nil
Christopher Younger Former Chief Executive Officer and Director(2)(3)	1,000,000	0.26	July 29, 2026	Nil	Nil	Nil	40,000
Stan Bharti Consultant(2)(4)	750,000	0.26	July 29, 2026	NIL	Nil	Nil	30,000
Ryan Ptolemy Chief Financial Officer and Corporate Secretary	500,000	0.26	July 29, 2016	NIL	Nil	Nil	20,000

Notes:
(1) Based on the closing market price of $0.04 of the Common Shares on January 31, 2025.
(2) Mr. Bharti resigned as Interim President and Chief Executive Officer on April 22, 2021 and was replaced by Mr. Younger as Chief Executive Officer.

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(3) Mr. Younger resigned as Chief Executive Officer on February 17, 2023 and was replaced by Mr. Schuermann as Chief Executive Officer.
(4) Mr. Bharti resigned as Executive Chairman on May 12, 2023 and was replaced by Mr. Schuermann as Executive Chairman.
(5) Mr. Schuermann resigned as Chief Executive Officer and Executive Chairman on July 31, 2024 and was replaced by Fred Leigh as Chief Executive Officer and Executive Chairman.
(6) Mr. Leigh resigned as Chief Executive Officer and Executive Chairman on December 5, 2024, although he remained as a director of the Corporation, and was replaced by Mr. Shetty as Chief Executive Officer and Executive Chairman.

Value on Pay-Out or Vesting of Incentive Plan Awards

The following table provides information regarding the value on pay-out or vesting of incentive plan awards for the financial year ended January 31, 2025.

Name	Option-based awards – Value during the year on vesting ($)^{(1)}	Share-based awards – Value during the year on vesting ($)	Non-equity incentive plan compensation – Pay-out during the year ($)
Dev Shetty
Chief Executive Officer
and Executive Chairman^{(5)}	Nil	Nil	Nil
Fred Leigh
Director and former
Chief Executive Officer
and Chairman^{(4)(5)}	Nil	Nil	$161,929
Martin Schuermann
Former Chief Executive
Officer and Executive Chairman^{(4)}	Nil	Nil	Nil
Christopher Younger
Former Chief Executive
Officer and Director^{(1)(2)}	Nil	Nil	Nil
Stan Bharti
Consultant^{(1)(3)}	Nil	Nil	Nil
Ryan Ptolemy
Chief Financial Officer
and Corporate Secretary	Nil	Nil	Nil

Notes:
(1) Mr. Bharti resigned as Interim President and Chief Executive Officer on April 22, 2021 and was replaced by Mr. Younger as Chief Executive Officer.
(2) Mr. Younger resigned as Chief Executive Officer on February 17, 2023 and was replaced by Mr. Schuermann as Chief Executive Officer.
(3) Mr. Bharti resigned as Executive Chairman on May 12, 2023 and was replaced by Mr. Schuermann as Executive Chairman.
(4) Mr. Schuermann resigned as Chief Executive Officer and Executive Chairman on July 31, 2024 and was replaced by Fred Leigh as Chief Executive Officer and Executive Chairman.
(5) Mr. Leigh resigned as Chief Executive Officer and Executive Chairman on December 5, 2024, although he remained as a director of the Corporation, and was replaced by Mr. Shetty as Chief Executive Officer and Executive Chairman.

Termination of Employment, Change in Responsibilities, and Employment Contracts

The following describes the respective consulting agreements entered into by the Corporation and the Named Executive Officers in effect as of the Record Date.

Fred Leigh, Former Chief Executive Officer and Executive Chairman

The Corporation entered into a consulting agreement with Fred Leigh effective July 1, 2024 pursuant to which Mr. Leigh agreed to provide management consulting services to the Corporation. Mr. Leigh is entitled to compensation for the provision of such services in the amount of $10,000 per month. In the event of termination without cause, Mr. Leigh is entitled to receive the equivalent of six months in base fees. Additionally, in the event of a Change in Control of the Corporation, either the Corporation or Mr. Leigh may terminate the agreement within one year from the date of such Change in Control upon making a lump sum

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termination payment to Mr. Leigh equivalent to 24 months base fees plus an amount that is equivalent to all cash bonuses paid to Mr. Leigh in the 24 months prior to the Change in Control. The estimated incremental payments, payables and benefits that might be paid to Mr. Leigh pursuant to this agreement in the event of termination without cause or after a Change in Control (assuming such termination or Change in Control was effective as of January 31, 2025) are $60,000 and $240,000 respectively. All options granted but not vested will vest automatically upon a Change in Control (where applicable).

Stan Bharti, Consultant

The Corporation has a contract with Forbes & Manhattan, Inc. ("F&M"), of which Mr. Bharti is the Executive Chair, for administrative and managerial services, dated August 1, 2005 and amended most recently on September 1, 2019, pursuant to which F&M is entitled to compensation for the provision of such services of base fees of $25,000 per month. The term of this agreement is for three years but may be terminated at any time for just cause without notice and may be terminated for any reason by either party upon 30 days written notice to the other party. Additionally, in the event that there is a Change in Control (as hereinafter defined) of the Corporation, either the Corporation or F&M may terminate this agreement within one year from the date of such Change in Control upon making a lump sum termination payment to F&M equivalent to 36 months in base fees plus an amount that is equivalent to all cash bonuses paid to F&M in the 36 months prior to the Change in Control. The estimated incremental payments, payables and benefits that might be paid to F&M pursuant to this agreement in the event of termination without cause or after a Change of Control (assuming such termination or Change of Control was effective as of January 31, 2025) are $124,932 and $900,000 respectively. All options and other securities compensation granted but not vested will vest automatically upon a Change in Control (where applicable).

Ryan Ptolemy, CFO and Corporate Secretary

The Corporation entered into a consulting agreement with Ryan Ptolemy effective October 7, 2010 and amended in June 2019 pursuant to which Mr. Ptolemy agreed to provide management consulting services to the Corporation. Mr. Ptolemy is entitled to compensation for the provision of such services in the amount of $3,166.67 per month. In the event of termination without cause, Mr. Ptolemy is entitled to receive the equivalent of three months in base fees. Additionally, in the event of a Change in Control of the Corporation, either the Corporation or Mr. Ptolemy may terminate the agreement within one year from the date of such Change in Control upon making a lump sum termination payment to Mr. Ptolemy equivalent to 24 months base fees plus an amount that is equivalent to all cash bonuses paid to Mr. Ptolemy in the 24 months prior to the Change in Control. On December 13, 2010, Mr. Ptolemy was also appointed as the Corporate Secretary. The estimated incremental payments, payables and benefits that might be paid to Mr. Ptolemy pursuant to this agreement in the event of termination without cause or after a Change in Control (assuming such termination or Change in Control was effective as of January 31, 2025) are $74,400 and $148,800 respectively. All options granted but not vested will vest automatically upon a Change in Control (where applicable).

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"Change in Control" is defined as:

(1) the acquisition, directly or indirectly, by any person (person being defined as an individual, a corporation, a partnership, an unincorporated association or organization, a trust, a government or department or agency thereof and the heirs, executors, administrators or other legal representatives of an individual and an associate or affiliate of any thereof as such terms are defined in the Canada Business Corporations Act) or group of persons acting jointly or in concert, as such terms are defined in the Securities Act (Ontario) of: (A) shares or rights or options to acquire shares of the Corporation or securities which are convertible into shares of the Corporation or any combination thereof such that after the completion of such acquisition such person would be entitled to exercise 30% or more of the votes entitled to be cast at a meeting of the shareholders of the Corporation; (B) shares or rights or options to acquire shares, or their equivalent, of any material subsidiary of the Corporation or securities which are convertible into shares of the material subsidiary or any combination thereof such that after the completion of such acquisition such person would be entitled to exercise 30% or more of the votes entitled to be cast a meeting of the shareholders of the material subsidiary; or (C) other than in the ordinary course of business of the Corporation, more than 30% of the material assets of the Corporation, including the acquisition of more than 30% of the material assets of any material subsidiary of the Corporation; or

(2) as a result of or in connection with: (A) a contested election of directors; or (B) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisitions involving the Corporation or any of its Affiliates and another corporation or other entity, the nominees named in the most recent management information circular of the Corporation for election to the Corporation's board of directors do not constitute a majority of the Corporation's board of directors.

Summary of Termination Payments

The estimated incremental payments, payables and benefits that might be paid to the Named Executive Officers pursuant to the above noted agreements in the event of termination without cause or after a Change in Control are detailed below:

Named Executive Officer	Termination not for Cause ($)	Termination on a Change of Control as of January 31, 2025 ($)
Dev Shetty
Salary and Quantified Benefits	0	0
Bonus	0	0
	0	0
Total
Fred Leigh
Salary and Quantified Benefits	60,000	240,000
Bonus	-	-
Total	60,000	240,000
Forbes & Manhattan, Inc.
Salary and Quantified Benefits	124,932	900,000
Bonus	-	-
Total	124,932	900,000
Ryan Ptolemy
Salary and Quantified Benefits	74,400	148,800
Bonus	-	-
Total	74,400	148,800
TOTAL	259,332	1,288,800

PENSION PLAN BENEFITS

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The Corporation has no pension plan in place.

DIRECTOR COMPENSATION

Compensation of directors for the financial year ended January 31, 2025 was determined on a case-by-case basis with reference to the role that each director provided to the Corporation. The following information details compensation paid in the recently completed financial year. Compensation of directors who are also NEOs is disclosed above under the table entitled "2025 Executive Compensation – Summary Compensation Table".

In 2011, the Corporation adopted a non-executive independent director fee compensation plan. Pursuant to this compensation plan, non-executive independent directors are entitled to receive $5,000 in directors' fees per quarter ($20,000 per annum). In addition, the Chairs of the Corporate Governance Committee and the Compensation Committees are each entitled to receive a $2,500 fee per annum, and the Audit Committee Chair is entitled to an additional $5,000 fee per annum.

During the financial year ended January 31, 2025, directors were granted the fees in their capacity as directors of the Corporation as is set out in the table below. Note that disclosure regarding the compensation of executive directors can be found above under the heading "Executive Compensation – Summary Compensation Table". The directors, other than Messrs. Shetty, Schuermann, and Leigh, received their compensation exclusively in their capacity as directors.

Director Summary Compensation Table

Name	Fees earned ($)	Share-based awards ($)	Option-based awards ($)^{(1)}	Non-equity incentive plan compensation ($)^{(2)}	All other compensation ($)^{(3)}	Total ($)
Lewis MacKenzie	Nil	Nil	Nil	Nil	Nil	Nil
Bernard Wilson, FCA	Nil	Nil	Nil	Nil	Nil	Nil
Gregory Biniowsky	Nil	Nil	Nil	Nil	Nil	Nil

Notes:
(1) The dollar value ascribed to option grants represents non-cash consideration and has been estimated using the Black Scholes Model as at the date of grant.
(2) Compensation received in the form of discretionary performance based bonuses accrued in accordance with the bonus compensation policy as described in further detail under the heading "Compensation of Officers" set out above.
(3) Other benefits did not exceed the lesser of $50,000 and 10% of the total annual compensation for the named director.

Directors may also receive discretionary cash bonuses, from time to time, that the Corporation awards to directors for serving in their capacity as a member of the Board. No cash bonus were paid to directors in Fiscal 2025.

The Corporation does not currently prescribe a set of formal objective measures to determine discretionary bonus entitlements. Rather the Corporation uses informal goals that may include an assessment of an individual's current and expected future performance, level of responsibilities and the importance of his/her position and contribution to the Corporation. Precise goals or milestones are not pre-set by the Board with the exception of the calculation of the bonus pool as it relates to performance bonuses, as set out under the heading "Executive Compensation – Compensation of Officers – Compensation Discussion & Analysis".

In addition, as a director, directors are entitled to participate in the 2nd A&R Stock Option Plan (executive directors only, and only if approved by the Shareholders at the Meeting), the RSU Plan and A&R DSU Plan, as applicable, which are designed to give each award holder an interest in preserving and maximizing

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shareholder value in the longer term. Individual grants are determined by an assessment of an individual's current and expected future performance, level of responsibilities and the importance of his/her position and contribution to the Corporation.

Executive officers who also act as directors of the Corporation do not receive any additional compensation for services rendered in their capacity as directors.

Incentive Plan Awards

The following table provides information regarding the incentive plan awards for each director outstanding as of January 31, 2025, other than Messrs. Schuermann, Shetty, and Leigh, whose compensation was included above under "Executive Compensation".

Outstanding Share-Based Awards and Option-Based Awards

	Option-based Awards				Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share awards that have not vested ($)(1)	Market or payout value of vested share-based awards not paid out or distributed ($)
Lewis MacKenzie	250,000	0.26	July 29, 2026	NIL	Nil	Nil	6,250
Bernard Wilson, FCA	250,000	0.26	July 29, 2026	NIL	Nil	Nil	6,250
Gregory Biniowsky	250,000	0.26	July 29, 2026	NIL	Nil	Nil	6,250

Notes:
(1) Based on the closing market price of $0.04 of the Common Shares on January 31, 2025.

Value on Pay-Out or Vesting of Incentive Plan Awards

The following table provides information regarding the value on pay-out or vesting of incentive plan awards for the financial year ended January 31, 2025.

Name	Option awards – Value during the year on vesting ($)	Share awards – Value during the year on vesting ($)(1)	Non-equity incentive plan compensation – Pay-out during the year ($)
Lewis MacKenzie	Nil	Nil	Nil
Bernard Wilson, FCA	Nil	Nil	Nil
Gregory Biniowsky	Nil	Nil	Nil

Notes:
(1) Based on the closing market price of $0.04 of the Common Shares on January 31, 2025.

ADDITIONAL INFORMATION AND CONTACT INFORMATION

Additional Information

Additional information relating to the Corporation may be found under the profile of the Corporation on SEDAR+ at www.sedarplus.ca. Additional financial information is provided in the Corporation's audited

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financial statements and related management's discussion and analysis for the financial year ended January 31, 2025, which can be found under the profile of the Corporation on SEDAR+. Shareholders may also request these documents from the Corporate Secretary of the Corporation by email at [email protected] or by telephone at (416) 861-5882.

Board of Directors Approval

The contents of this Circular and the making available thereof to the Shareholders of the Corporation have been approved by the Board.

BY ORDER OF THE BOARD OF DIRECTORS

“Dev Shetty”

Chief Executive Officer and Executive Chairman

Toronto, Ontario

May 20, 2025

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SCHEDULE “A”

ABERDEEN INTERNATIONAL INC.

CHARTER OF THE BOARD OF DIRECTORS

I. GENERAL

The Board of Directors (“Board”) of Aberdeen International Inc. (the “Company”) is responsible for the stewardship and the general supervision of the management of the business and for acting in the best interests of the Company and its shareholders. The Board will discharge its responsibilities directly and through its committees, currently consisting of the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the Technical Committee. In addition, the Board may from time to time, appoint such additional committees as it deems necessary and appropriate in order to discharge its duties. Each committee shall have its own charter. The Board shall meet regularly, but not less than once each quarter, to review the business operations, corporate governance and financial results of the Company. Meetings of the Board will also include regular meetings (not less than once annually) of the independent members of the Board without management being present.

The Board may at any time retain outside financial, legal or other advisors at the expense of the Corporation in order to carry out its duties.

II. COMPOSITION

The Board shall be constituted at all times of a majority of independent directors in accordance with National Policy 58-201 – Corporate Governance Guidelines. The Chairman of the Board should also be independent or alternatively the Board will appoint an independent lead director. A director is considered to be ‘independent’ if he or she has no direct or indirect material relationship which could in the view of the Board reasonably interfere with the exercise of a director’s independent judgment. A “material relationship” is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of the director’s independent judgment or a relationship deemed to be a material relationship pursuant to Sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees.

III. RESPONSIBILITIES

The Board of Directors’ mandate is the stewardship of the Company and its responsibilities include, without limitation to its general mandate, the following specific responsibilities:

The assignment to the various committees of directors the general responsibility for developing the Company’s approach to: (i) corporate governance and nomination of directors; (ii) financial reporting and internal controls; and (iii) compensation of officers and senior employees.
With the assistance of the Corporate Governance Committee:
Reviewing the composition of the Board and ensuring it respects its independence criteria.
Satisfying itself as to the integrity of the Chief Executive Officer and other senior officers and that such officers create a culture of integrity throughout the organization.
The assessment, at least annually, of the effectiveness of the Board as a whole, the committees of the Board and the contribution of individual directors, including, consideration of the appropriate size of the Board.
Ensuring that an appropriate review selection process for new nominees to the Board is in place. The Board will determine a slate of nominees to be presented to the shareholders for election based upon the following considerations: (i) the competencies and skills which the Board as a whole should possess; (ii) the

competencies and skills which each existing director possesses; (iii) the appropriate size of the Board to facilitate effective decision-making; and (iv) any diversity policy adopted by the Board from time to time.

Ensuring that an appropriate orientation and education program for new members of the Board is in place.
Approving and revising from time to time as circumstances warrant a corporate disclosure and communications policy to address communications with shareholders, employees, financial analysts, governments and regulatory authorities, the media and communities in which the business of the Company is conducted.
With the assistance of the Audit Committee:
Ensuring the integrity of the Company's internal controls and management information systems.
Ensuring the Company's ethical behaviour and compliance with laws and regulations, audit and accounting principles and the Company's own governing documents.
Identifying the principal risks of the Company's business and ensuring that appropriate systems are in place to manage these risks.
Reviewing and approving significant operational and financial matters and the provision of direction to management on these matters.
As required and agreed upon, providing assistance to shareholders concerning the integrity of the Company's reported financial performance.
With the assistance of the Compensation Committee and the Chief Executive Officer, the approval of the compensation of the senior management team.
Succession planning including the selection, training, appointment, monitoring evaluation and, if necessary, the replacement of the senior management to ensure management succession.
The adoption of a strategic planning process, approval at least annually of a strategic plan that takes into account business opportunities and business risks identified by the Board and/or the Audit Committee and monitoring performance against such plans.
The review and approval of corporate objectives and goals applicable to the Company's senior management.
Enhancing congruence between shareholder expectations, Company plans and management performance.
Reviewing with senior management material transactions outside the ordinary course of business and such other major corporate matters which require Board approval including the payment of dividends, the issue, purchase and redemption of securities, acquisitions and dispositions of material assets and material capital expenditures and approving such decisions as they arise.
Performing such other functions as prescribed by law or assigned to the Board in the Company's constating documents and by-laws.
With the assistance of the Sustainability Committee
Establishing objectives relating to exploration, development, operations and mining of the Company's properties, including determining the budgets required, the allocation of resources, the steps to be implemented and the timing for reaching such steps.

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Monitoring matters relating to exploration, development, operations and mining and assessing the performance of the Company against its objectives.
Developing a corporate culture of environmental responsibilities and awareness as to the importance of health and safety.

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SCHEDULE "B"

ABERDEEN INTERNATIONAL INC.

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

I. PURPOSE

The Audit Committee ("Committee") shall provide assistance to the Board of Directors ("Board") of Aberdeen International Inc. (the "Company") in fulfilling its financial reporting and control responsibilities to the shareholders of the Company and the investment community. The external auditors will report directly to the Committee. The Committee's primary duties and responsibilities are to:

Oversee the accounting and financial reporting processes of the Company, and the audit of its financial statements, including: (i) the integrity of the Company's financial statements; (ii) the Company's compliance with legal and regulatory requirements; and (iii) the independent auditors' qualifications and independence.
Serve as an independent and objective party to monitor the Company's financial reporting processes and internal control systems.
Review and appraise the audit activities of the Company's independent auditors.
Provide open lines of communication among the independent auditors, financial and senior management, and the Board of Directors for financial reporting and control matters, and meet periodically with management and with the independent auditors.

II. COMPOSITION

The Audit Committee shall be comprised of at least three directors. Each Committee member shall be an "independent director" within the meaning of National Instrument 52-110 – Audit Committees ("NI 52-110"), as may be amended from time to time. Pursuant to NI 52-110, a member will be considered "independent" if he or she has no direct or indirect, material relationship with the Company. A "material relationship" is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of the director's independent judgment or a relationship deemed to be a material relationship pursuant to Sections 1.4 and 1.5 of NI 52-110. In addition, the composition of the Committee shall comply with the rules and regulations of the Toronto Stock Exchange and any other stock exchange on which the shares of the Company are listed, subject to any waivers or exceptions granted by such stock exchange.

All members shall, to the satisfaction of the Board, be "financially literate" in accordance with the requirements of the NI 52-110. A "financially literate" director is a director who has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements. At least one member shall have accounting or related financial management expertise to qualify as a "financial expert". A person will qualify as "financial expert" if he or she possesses the following attributes:

an understanding of financial statements and generally accepted accounting principles used by the Company to prepare its financial statements;
an ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;
experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and

complexity of issues that can reasonably be expected to be raised by the Company's financial statements, or experience actively supervising one or more persons engaged in such activities;

an understanding of internal controls and procedures for financial reporting; and
an understanding of audit committee functions.

The Committee members will be elected annually at the first meeting of the Board of Directors following the annual general meeting of shareholders.

Quorum for the transaction of business at any meeting of the Committee shall be a majority of the number of members of the Committee or such greater number as the Committee shall be resolution determine.

III. RESPONSIBILITIES AND POWERS

Responsibilities and powers of the Committee include:

Annual review and revision of this Charter as necessary with the approval of the Board provided that this Charter may be amended and restated from time to time without the approval of the Board to ensure that the composition of the Committee and the responsibilities and powers of the Committee comply with applicable laws and stock exchange rules.
Making recommendations to the Board regarding the selection, the appointment, evaluation, fees and compensation and, if necessary, the replacement of the independent auditors, and assisting in resolving any disagreements between management and the independent auditors regarding financial reporting.
Approving the appropriate audit engagement fees and the funding for payment of the independent auditors' compensation and any advisors retained by the Committee.
Ensuring that the auditors report directly to the Committee and are made accountable to the Board and the Committee, as representatives of the shareholders to whom the auditors are ultimately responsible.
Confirming the independence of the auditors, which will require receipt from the auditors of a formal written statement delineating all relationships between the auditors and the Company and any other factors that might affect the independence of the auditors and reviewing and discussing with the auditors any significant relationships and other factors identified in the statement.
Reporting to the Board its conclusions on the independence of the auditors and the basis for these conclusions.
Overseeing the work of the independent auditors engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services.
Ensuring that the independent auditors are prohibited from providing the following non-audit services and determining which other non-audit services the independent auditors are prohibited from providing:
bookkeeping or other services related to the accounting records or financial statements of the Company;
financial information systems design and implementation;
appraisal or valuation services, fairness opinions, or contribution-in-kind reports;

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actuarial services;
internal audit outsourcing services;
management functions or human resources;
broker or dealer, investment adviser or investment banking services;
legal services and expert services unrelated to the audit; and
any other services which the Canadian Public Accountability Board determines to be impermissible.
Pre-approving all audit services, internal control related services and approving any permissible non-audit engagements of the independent auditors, in accordance with applicable legislation.
Meeting with the auditors and financial management of the Company to review the scope of the proposed audit for the current year, and the audit procedures to be used.
Meeting quarterly with auditors in “in camera” sessions to discuss reasonableness of the financial reporting process, system of internal control, significant comments and recommendations and management’s performance.
Reviewing with management and the independent auditors:
the Company’s annual financial statements (and interim financial statements as applicable) and related footnotes, management’s discussion and analysis and the annual information form, for the purpose of recommending approval by the Board of Directors prior to its release, and ensuring that:
management has reviewed the audited financial statements with the audit committee, including significant judgments affecting the financial statements
the members of the Committee have discussed among themselves, without management or the independent auditors present, the information disclosed to the Committee
the Committee has received the assurance of both financial management and the independent auditors that the Company’s financial statements are fairly presented in conformity with Canadian GAAP in all material respects
Any significant changes required in the independent auditors’ audit plan and any serious issues with management regarding the audit.
the Company’s internal controls report and the independent auditors’ certification of the report, and review disclosures made to the Committee by the CEO and CFO about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company’s internal controls.
Other matters related to the conduct of the audit that are to be communicated to the Committee under generally accepted auditing standards.
Satisfying itself that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements,

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other than the public disclosure described in the preceding paragraph, and assessing the adequacy of such procedures periodically.

Reviewing with the independent auditors and management the adequacy and effectiveness of the financial and accounting controls of the Company.
Establishing procedures: (i) for receiving, handling and retaining of complaints received by the Company regarding accounting, internal controls, or auditing matters, and (ii) for employees to submit confidential anonymous concerns regarding questionable accounting or auditing matters as well as violations to the Company's Code of Business Conduct and Ethics.
Reviewing with the independent auditors any audit problems or difficulties and management's response and resolving disagreements between management and the auditors and reviewing and discussing material written communications between management and the independent auditors, such as any management letter of schedule of unadjusted differences.
Making inquiries of management and the independent auditors to identify significant business, political, financial and control risks and exposures and assess the steps management has taken to minimize such risk to the Company.
Providing oversight of the Company's policies, procedures and practices with respect to the maintenance of the books, records and accounts, and the filing of reports, by the Company with respect to third party payments in compliance with the Corruption of Foreign Public Officials Act (Canada), the Extractive Sector Transparency Measures Act (Canada) and similar applicable laws.
Making inquiries of management and the independent auditors to identify significant business, political, financial, litigation and control risks and exposures and assess the steps management has taken to minimize such risk to the Company.
Assessing the overall process for identifying principal business, political, financial, litigation and control risks and providing its views on the effectiveness of this process to the Board.
Ensuring that the disclosure of the process followed by the Board and its committees, in the oversight of the Company's management of principal business risks, is complete and fairly presented.
Obtaining reports from management and the Company's independent auditors that the Company is in conformity with legal requirements and the Company's Code of Business Conduct and Ethics and reviewing reports and disclosures of insider and affiliated party transactions.
Discussing any earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies.
Ensuring adequate procedures are in place for review of the Company's disclosure of financial information and assess the adequacy of these procedures at least once per year.
Reviewing of confirmation of compliance with the Company's policies on internal controls, conflicts of interests, ethics, foreign corrupt practice, etc.
Ensuring that the Company's annual information form and management information circular contains the required disclosure pursuant to applicable law.
Reviewing with financial management and the independent auditors interim financial information, including interim financial statements, management discussion and analysis and financial press releases for the purpose of recommending approval by the Board prior to its release.

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On at least an annual basis, obtaining and reviewing a report prepared by the independent auditors describing (i) the auditors' internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the auditors, or by any inquiry of investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the auditors, and any steps taken to deal with any such issues; and (iii) all relationships between the independent auditors and the Company (to assess auditors' independence).
Reviewing and approving hiring policies for employees or former employees of the past and present independent auditors.
Reviewing disclosure by management in the event that management deviates from existing approved policies and procedures which disclosure must also must be contained in financial reporting sub-certification forms.
Engaging independent counsel and other advisors, without seeking approval of the Board or management, if the Committee determines such advisors are necessary to assist the Committee in carrying out its duties and setting and paying for any counsel or advisors employed by the Committee for such purpose. The Committee shall advise the Board and management of such engagement.
Discussing with the Company's legal counsel any legal matters that may have a material impact on the financial statements or of the Company's compliance policies and internal controls.
Conducting special investigations, independent of the Board or management, relating to financial and non-financial related matters concerning the Company and/or any one or more of its directors, officers, employees, consultants and/or independent contractors, if determined by the Committee to be in the best interests of the Company and its Shareholders. The Committee shall advise the Board with respect to the initiations of such investigations and shall periodically report any findings such investigation to the Board.
Reporting annually to the shareholders in the Company's annual information form on the carrying out of its responsibilities under this charter and on other matters as required by applicable securities regulatory authorities.

IV. MEETINGS

The Committee will meet regularly at times necessary to perform the duties described above in a timely manner, but not less than four times a year and any time the Company proposes to issue a press release with its quarterly or annual earnings information. Meetings may be held at any time deemed appropriate by the Committee.

The Audit Committee shall meet periodically in separate executive sessions with management (including the Chief Financial Officer), the internal auditors and the independent auditor, and have such other direct and independent interaction with such persons from time to time as the members of the Committee deem appropriate. The Committee may request any officer or employee of the Company or the Company's outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

The independent auditors will have direct access to the Committee at their own initiative.

The Chairman of the Committee will report periodically the Committee's findings and recommendations to the Board.

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SCHEDULE “C”

ABERDEEN INTERNATIONAL INC.

SECOND AMENDED AND RESTATED STOCK OPTION PLAN

ARTICLE I

INTRODUCTION

1.1 Purpose of Plan

The purpose of the Plan is to secure for the Company and its shareholders the benefits of incentives inherent in the share ownership by the senior officers, key employees and consultants of the Company and its Subsidiaries who, in the judgment of the Board, will be largely responsible for its future growth and success. It is generally recognized that a stock option plan of the nature provided for herein aids in retaining and encouraging employees of exceptional ability because of the opportunity offered them to acquire a proprietary interest in the Company. The Stock Option Plan is considered an “evergreen” plan since the Common Shares covered by the options which have been exercised shall be available for subsequent grants under the Stock Option Plan and the number of options available to grant increases as the number of issued and outstanding Common Shares increases.

1.2 Definitions

(a) “Associate” has the meaning ascribed thereto in the Securities Act.

(b) “Board” means the board of directors of the Company, or any committee of the board of directors to which the duties of the board of directors hereunder are delegated.

(d) “Consultant” means a person providing consulting services to the Company or any of its Subsidiaries.

(e) “Consultant Company” means for an individual Consultant, a company or partnership of which the individual is an employee, shareholder or partner.

(f) “Director” means a director of the Company or any of its Subsidiaries.

(g) “Eligible Person” means any employee, senior Officer or Consultant of the Company or any of its Subsidiaries.

(h) “Exchange” means the Toronto Stock Exchange or any other stock exchange on which the Shares are listed.

(i) “Insider” of the Company shall mean a Participant who is an “insider” of the Company that is subject to insider reporting requirements pursuant to National Instrument 55-101 – Insider Reporting Exemptions.

(j) “Option” shall mean an option granted under the terms of the Plan.

(k) “Option Commitment” means the notice of grant of an Option delivered by the Company hereunder to an Optionee and substantially in the form of Exhibit A hereto.

(l) “Option Period” shall mean the period during which an Option may be exercised.

(m) “Optionee” shall mean a Participant to whom an Option has been granted under the terms of the Plan.

(n) “Participant” means, in respect of the Plan, an Optionee who elects to participate in the Plan.

(o) "Plan" means this Incentive Stock Option Plan established and operated pursuant to Article II hereof.
(p) "Securities Act" means the Securities Act (Ontario) amended from time to time.
(q) "Share Compensation Arrangement" means the Plan described herein and any other security based compensation arrangements implemented by the Company including stock options, other stock option plans, employee stock purchase plans, share distribution plans, stock appreciation rights, restricted share unit plans or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares of the Company.
(r) "Shares" shall mean the common shares of the Company.
(s) "Subsidiary" has the meaning ascribed thereto in the Securities Act.

ARTICLE II

STOCK OPTION PLAN

2.1 Participation

Options to purchase Shares may be granted hereunder to Eligible Persons.

2.2 Determination of Option Recipients

The Board shall make all necessary or desirable determinations regarding the granting of Options to Eligible Persons and may take into consideration the present and potential contributions of a particular Eligible Person to the success of the Company and any other factors which it may deem proper and relevant.

2.3 Exercise Price

The exercise price per Share shall be determined by the Board at the time the Option is granted, but, in any event, shall not be less than the closing price of the Shares on the Exchange on the trading day immediately preceding the date of the grant of the Option.

2.4 Grant of Options

The Board may at any time authorize the granting of Options to such Eligible Persons as it may select for the number of Shares that it shall designate, subject to the provisions of the Plan. The date of each grant of Options shall be determined by the Board when the grant is authorized.

2.5 Option Commitment

Each Option granted to an Optionee shall be evidenced by an Option Commitment detailing the terms of the Option and upon delivery of the Option Commitment to the Optionee by the Company the Optionee shall have the right to purchase the Shares underlying the Option at the exercise price set out therein, subject to any provisions as to the vesting of the Option.

2.6 Terms of Options

The periods within which Options may be exercised and the number of Shares which may be issuable upon the exercise of Options in any such period shall be determined by the Board at the time of granting the Options provided, however, that all Options must be exercisable during a period not extending beyond five years from the date of the Option grant.

Notwithstanding the foregoing, in the event that the expiry of an Option Period falls within, or within two (2) days of, a trading blackout period imposed by the Company (the "Blackout Period"), the expiry date of such Option Period shall be automatically extended to the 10th business day following the end of the Blackout Period.

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2.7 Exercise of Option

Subject to the provisions of the Plan, an Option may be exercised from time to time by delivery to the Company of a written notice of exercise specifying the number of Shares with respect to which the Option is being exercised and accompanied by payment in full of the exercise price of the Shares to be purchased. Certificates for such Shares shall be issued and delivered to the Optionee within a reasonable time following the receipt of such notice and payment.

2.8 Vesting

Options granted pursuant to the Plan shall vest and become exercisable by an Optionee at such time or times as may be determined by the Board.

2.9 Lapsed Options

If Options are surrendered, terminated or expire without being exercised in whole or in part, new Options may be granted covering the Shares not purchased under such lapsed Options.

2.10 Death of Optionee

If an Optionee ceases to be an Eligible Person due to death, any Option held by it at the date of death shall be exercisable by the Optionee's legal heirs or personal representatives. All such Options shall be exercisable only to the extent that the Optionee was entitled to exercise the Option at the date of death and only for 12 months after the date of death or prior to the expiration of the Option Period in respect thereof, whichever is sooner, subject to the Board determining otherwise.

2.11 Termination of Employment

If an Optionee ceases to be an Eligible Person, other than as a result of termination with cause, any Option held by such Optionee at the effective date thereof shall be exercisable only to the extent that the Optionee is entitled to exercise the Option and only for 90 days thereafter (or such longer period as may be prescribed by law) or prior to the expiration of the Option Period in respect thereof, whichever is sooner, subject to the Board determining otherwise. In the case of an Optionee being dismissed from employment or service for cause, the Option shall immediately terminate and shall no longer be exercisable as of the date of such dismissal.

2.12 Effect of Take-Over Bid

If a bona fide offer (the "Offer") for Shares is made to the Optionee or to shareholders generally or to a class of shareholders which includes the Optionee, which Offer, if accepted in whole or in part, would result in the offeror exercising control over the Company within the meaning of the Securities Act, then the Company shall, immediately upon receipt of notice of the Offer, notify each Optionee of the full particulars of the Offer. The Board will have the sole discretion to amend, abridge or otherwise eliminate any vesting schedule so that notwithstanding the other terms of this Plan, such Option may be exercised in whole or in part by the Optionee so as to permit the Optionee to tender the Shares received upon such exercise (the "Optioned Shares") pursuant to the Offer. If:

(a) the Offer is not complied with within the time specified therein;

(b) the Optionee does not tender the Optioned Shares pursuant to the Offer; or

(c) all of the Optioned Shares tendered by the Optionee pursuant to the Offer are not taken up and paid for by the offeror in respect thereof;

then at the discretion of the Board, the Optioned Shares or, in the case of clause (c) above, the Optioned Shares that are not taken up and paid for, shall be returned by the Optionee to the Company and reinstated as authorized but unissued Shares and the terms of the Option as set forth in this Plan and the Option Commitment shall again apply to the Option. If any Optioned Shares are returned to the Company under this Section, the Company shall refund the exercise price to the Optionee for such Optioned Shares.

Effect of Reorganization, Amalgamation, Merger, etc.

If there is a consolidation, reorganization, merger, amalgamation or statutory amalgamation or arrangement of the Company with or into another corporation, a separation of the business of the Company into two or more entities or a transfer of all or substantially all of the assets of the Company to another entity, the Board will have the sole discretion to amend, abridge or otherwise eliminate any vesting schedule so that notwithstanding the other terms of this Plan, such Option may be exercised in whole or in part by the Optionee and at the discretion of the Board, upon the exercise of an Option under the Plan, the holder thereof shall be entitled to receive any securities, property or cash which the Optionee would have received upon such consolidation, reorganization, merger, amalgamation, statutory amalgamation or arrangement, separation or transfer if the Optionee had exercised his Option immediately prior to the applicable record date or event, as applicable, and the exercise price shall be adjusted as applicable by the Board, unless the Board otherwise determines the basis upon which such Option shall be exercisable, and any such adjustments shall be binding for all purposes of the Plan.

2.14 Adjustment in Shares Subject to the Plan

If there is any change in the Shares through or by means of a declaration of stock dividends of Shares or consolidations, subdivisions or reclassifications of Shares, or otherwise, the number of Shares subject to any Option, and the exercise price thereof and the maximum number of Shares which may be issued under the Plan in accordance with Section 3.1 (a) shall be adjusted appropriately by the Board and such adjustment shall be effective and binding for all purposes of the Plan. An adjustment under Section 2.13 or 2.14 (the "Adjustment Provisions") will take effect at the time of the event giving rise to the adjustment, and the Adjustment Provisions are cumulative. The Company will not be required to issue fractional Shares in satisfaction of its obligations hereunder. Any fractional interest in a Share that would, except for this provision, be deliverable upon the exercise of an Option will be cancelled and not be deliverable by the Company. If any questions arise at any time with respect to the exercise price or number of Shares deliverable upon exercise of an Option in connection with any of the events set out in Sections 2.12, 2.13 or 2.14, such questions will be conclusively determined by the Company's auditors, or, if they decline to so act, any other firm of Chartered Accountants that the Company may designate and who will have access to all appropriate records and such determination will be binding upon the Company and all Optionees.

ARTICLE III GENERAL

3.1 Maximum Number of Shares

(a) The aggregate number of Shares issuable pursuant to this Plan to all Participants shall not exceed 15,968,728 Shares. Any Options that are cancelled or have expired unexercised are available for further grants. No fractional Shares may be purchased or issued under the Plan.

(b) The aggregate number of Shares issuable pursuant to this Plan and any other Share Compensation Arrangement (pre-existing or otherwise) to Insiders shall not exceed 10% of the Shares outstanding at any time.

(c) The aggregate number of Shares issued upon exercise of the Options granted pursuant to this Plan and any other Share Compensation Arrangement (pre-existing or otherwise) to Insiders within a one-year period shall not exceed 10% of the Shares then outstanding.

3.2 Transferability

Options are not assignable or transferable other than by will or by the applicable laws of descent. During the lifetime of an Optionee, all Options may only be exercised by the Optionee.

3.3 Employment

Nothing contained in the Plan shall confer upon any Optionee any right with respect to employment or continuance of employment with the Company or any Subsidiary, or interfere in any way with the right of the Company or any Subsidiary, to terminate the Optionee's employment at any time. Participation in the Plan by an Optionee is voluntary.

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No Shareholder Rights

An Optionee shall not have any rights as a shareholder of the Company with respect to any of the Shares covered by an Option until the Optionee exercises such Option in accordance with the terms of the Plan and the issuance of the Shares by the Company.

3.5 Record Keeping

The Company shall maintain a register in which shall be recorded the name and address of each Optionee, the number of Options granted to an Optionee, the details thereof and the number of Options outstanding.

3.6 Necessary Approvals

The Plan shall be effective only upon the approval of both the Board and the shareholders of the Company by ordinary resolution. The obligation of the Company to sell and deliver Shares in accordance with the Plan is subject to the approval of any governmental authority having jurisdiction or any stock exchanges on which the Shares are listed for trading which may be required in connection with the authorization, issuance or sale of such Shares by the Company. If any Shares cannot be issued to any Optionee for any reason including, without limitation, the failure to obtain such approval, then the obligation of the Company to issue such Shares shall terminate and any exercise price paid by an Optionee to the Company shall be returned to the Optionee.

3.7 Administration of the Plan

The Board is authorized to interpret the Plan from time to time and to adopt, amend and rescind rules and regulations for carrying out the Plan, subject to section 3.9 below. The interpretation and construction of any provision of the Plan by the Board shall be final and conclusive. Administration of the Plan shall be the responsibility of the appropriate officers of the Company and all costs in respect thereof shall be paid by the Company.

3.8 Income Taxes

The Company shall have the power and the right to deduct or withhold, or require an Optionee to remit to the Company, the required amount to satisfy federal, provincial, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the Plan, including the grant or exercise of any Option granted under the Plan. With respect to any required withholding, the Company shall have the irrevocable right to, and the Optionee consents to, the Company setting off any amounts required to be withheld, in whole or in part, against amounts otherwise owing by the Company to the Optionee (whether arising pursuant to the Optionee's relationship as a officer, employee or consultant of the Company or otherwise), or may make such other arrangements that are satisfactory to the Optionee and the Company. In addition, the Company may elect, in its sole discretion, to satisfy the withholding requirement, in whole or in part, by withholding such number of Shares issuable upon exercise of the Options as it determines are required to be sold by the Company, as trustee, to satisfy any withholding obligations net of selling costs. The Optionee consents to such sale and grants to the Company an irrevocable power of attorney to effect the sale of such Shares issuable upon exercise of the Options and acknowledges and agrees that the Company does not accept responsibility for the price obtained on the sale of such Shares issuable upon exercise of the Options.

3.9 Amendment, Modification or Termination of Plan

Subject to the requisite shareholder and regulatory approvals set forth under subparagraphs 3.9(a) and (b) below, the Board may, from time to time, amend or revise the terms of the Plan or may discontinue the Plan at any time provided however that no such right may, without the consent of the Optionee, in any manner adversely affect his rights under any Option thereto granted under the Plan.

(a) The Board may, subject to receipt of requisite shareholder and regulatory approval, make the following amendments to the Plan:

(i) any amendment to the number of securities issuable under the Plan, including an increase to a fixed maximum number of securities or a change from a fixed maximum number of securities to a fixed maximum percentage. A change to a fixed maximum percentage which was previously approved by shareholders will not require additional shareholder approval;

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(ii) any change to the definition of "Participants" which would have the potential of narrowing or broadening or increasing insider participation;

(iii) the addition of any form of financial assistance;

(iv) any amendment to a financial assistance provision which is more favourable to Participants;

(v) any addition of a cashless exercise feature, payable in cash or securities, which does not provide for a full deduction in the number of underlying securities from the Plan;

(vi) the addition of deferred or restricted share unit or any other provision which results in Participants receiving securities while no cash consideration is received by the Company; and

(vii) any other amendments that may lead to significant or unreasonable dilution in the Company's outstanding securities or may provide additional benefits to Participants, especially to insiders of the Company, at the expense of the Company and its existing shareholders.

(b) The Board may, subject to receipt of requisite regulatory approval, where required, in its sole discretion and without shareholder approval, make all other amendments to the Plan that are not of the type contemplated in subparagraph 3.9(a) above, including, without limitation:

(i) amendments of a housekeeping nature;

(ii) the addition of or a change to vesting provisions of a security or the Plan;

(iii) a change to the termination provisions of a security or the Plan which does not entail an extension beyond the original expiry date; and

(iv) the addition of a cashless exercise feature, payable in cash or securities, which provides for a full deduction of the number of underlying securities from the Plan reserve.

(i) Section 3.1(a) in order to increase the maximum number of Shares which may be issued under the Plan or Sections 3.1(b) or 3.1(c) so as to increase the Insider participation limits;

(ii) Section 3.7 in any manner or this Section 3.9 so as to increase the ability of the Board to amend the Plan without shareholder approval;

(iii) the definitions of "Eligible Person";

(iv) Section 3.2 relating to the transferability of Options other than as permitted under the Plan;

(v) the exercise price of any Option issued under the Plan where such amendment reduces the exercise price of such Option (for this purpose, a cancellation or termination of an Option of a Participant prior to its expiry for the purpose of re-issuing Options to the same Participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an Option); or

(vi) the term of any Option issued under the Plan;

in each case without first having obtained the approval of a majority of the holders of the Shares voting at a duly called and held meeting of holders of Shares and, in the case of an amendment to Sections 3.1(b) or (c) so as to increase the Insider participation limits, approval of a majority of the holders of the Shares voting at a duly called and held meeting of holders of Shares excluding shares voted by Insiders who are Eligible Persons.

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3.10 No Representation or Warranty

The Company makes no representation or warranty as to the future market value of any Shares issued in accordance with the provisions of the Plan.

3.11 Interpretation

The Plan will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

3.12 Compliance with Applicable Law

If any provision of the Plan or any agreement entered into pursuant to the Plan contravenes any law or any order, policy, by-law or regulation of any regulatory body or stock exchange having authority over the Company or the Plan then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith.

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EXHIBIT A

ABERDEEN INTERNATIONAL INC.

INCENTIVE STOCK OPTION PLAN

OPTION COMMITMENT

Notice is hereby given that, effective this __ day of _, 20_ (the “Effective Date”), Aberdeen International Inc. (the “Company”) has granted to ___ (the “Optionee”), an Option to acquire ____ Common Shares (the “Shares”) on or prior to 5:00 p.m. (Toronto Time) on the day of ___ (the “Expiry Date”) at an exercise price of Cdn. $_ per Share.

Shares may be acquired as follows:

The grant of the Option evidenced hereby is made subject to the terms and conditions of the Company's Stock Option Plan (the "Stock Option Plan"), the terms and conditions of which are hereby incorporated herein.

To exercise your Option, deliver a written notice specifying the number of Shares you wish to acquire, together with a certified cheque or bank draft payable to the Company for the aggregate exercise price, to the Company or as otherwise instructed by the Company. A certificate for the Shares so acquired will be issued by the Company's transfer agent as soon as practicable thereafter.

The undersigned hereby acknowledges having read the Stock Option Plan and agrees to the terms and conditions of the Stock Option Plan.

The undersigned Optionee hereby authorizes the Company to withhold any remuneration payable to the undersigned for the purposes of paying any taxes owing as a result of the undersigned's participation in the Stock Option Plan and hereby further authorizes the Company to remit such amounts owing to the relevant taxation authorities on the undersigned's behalf.

ABERDEEN INTERNATIONAL INC.

Authorized Signatory

[Name of Optionee]

ABERDEEN

INTERNATIONAL

CONSOLIDATED FINANCIAL STATEMENTS

For the years ended January 31, 2025 and 2024
(expressed in Canadian dollars)

McGovern Hurley

Audit. Tax. Advisory.

Independent Auditor's Report

To the Shareholders of Aberdeen International Inc.

Opinion

We have audited the consolidated financial statements of Aberdeen International Inc. and its subsidiary (the "Company"), which comprise the consolidated statements of financial position as at January 31, 2025 and 2024, and the consolidated statements of loss and comprehensive loss, consolidated statements of changes in shareholders' equity and consolidated statements of cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at January 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards ("IFRS").

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. 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 indicates that the Company incurred a net loss during the year ended January 31, 2025. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that material uncertainties exist that cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matters described below to be the key audit matters to be communicated in our report. 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.

25t Consumers Road, Suite 800

Toronto, Ontario

M2J 4R3

mcgovernhurley.com

t. 416-496-1234

McGovern Hurley

Key audit matter	How our audit addressed the key audit matter
Fair value measurement of private investments
The Company has private investments with a value of $725,166 as at January 31, 2025, which are recorded at fair value through profit or loss. This is presented in Note 3 of the consolidated financial statements. The fair value hierarchy is considered level 3 for which quoted prices or observable inputs were not available. For each investment, management uses valuation techniques that require significant non-observable inputs, requiring management's estimation and judgement.

Key audit matter

How our audit addressed the key audit matter

Fair value measurement of private investments

The Company has private investments with a value of $725,166 as at January 31, 2025, which are recorded at fair value through profit or loss. This is presented in Note 3 of the consolidated financial statements. The fair value hierarchy is considered level 3 for which quoted prices or observable inputs were not available. For each investment, management uses valuation techniques that require significant non-observable inputs, requiring management's estimation and judgement.

The fair value measurement of private investments was a key audit matter as the valuation required the application of significant judgment in assessing the non-observable inputs used, including significant valuation adjustments. | In this regard, our audit procedure included:
• Evaluating the methodologies and significant inputs used by the Company.
• Performing a valuation approach to assess the modelling assumptions and significant inputs used to estimate the fair value, which involved corroboration of certain inputs and assumptions as applied by management. |

Other information

Management is responsible for the other information. The other information comprises Management's Discussion and Analysis.

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

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

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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McGovern Hurley

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, 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 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 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 judgement 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 risks 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.

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McGovern Hurley

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.

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 of the audit resulting in this independent auditor's report is Soheil Talebi.

McGovern Hurley LLP

Chartered Professional Accountants
Licensed Public Accountants

Toronto, Ontario
April 28, 2025

ABERDEEN INTERNATIONAL INC.
Consolidated Statements of Financial Position
As at
(In Canadian dollars)

| | Notes | January 31, 2025
$ | January 31, 2024
$ |
| --- | --- | --- | --- |
| Assets | | | |
| Cash | 12 | 127,180 | 67,487 |
| Public investments, at fair value through profit and loss | 3,12,13 | 4,254,929 | 1,908,759 |
| Amounts receivable | 4,12,13 | 135,556 | 113,049 |
| Loans receivable, at amortized cost | 5,12,13 | 52,729 | 243,000 |
| Loans receivable, at fair value through profit and loss | 5,12,13 | 257,812 | 253,464 |
| Prepaid expenses | | 12,960 | 13,680 |
| Private investments, at fair value through profit and loss | 3,12,13 | 725,166 | 11,207,163 |
| Total assets | | 5,566,332 | 13,806,602 |
| Liabilities | | | |
| Accounts payable and accrued liabilities | 12,13 | 2,687,530 | 2,777,616 |
| Loans payable | 6,12 | 42,190 | 40,066 |
| Total liabilities | | 2,729,720 | 2,817,682 |
| Shareholders' equity | | | |
| Share capital | 7 | 49,231,454 | 48,366,682 |
| Equity reserve and treasury shares | 8 | 8,852,663 | 9,041,653 |
| Deficit | | (55,247,505) | (46,419,415) |
| Total shareholders' equity | | 2,836,612 | 10,988,920 |
| Total liabilities and shareholders' equity | | 5,566,332 | 13,806,602 |
| Nature of operations and going concern | 1 | | |
| Commitments and contingencies | 14 | | |
| Subsequent event | 15 | | |

Approved on behalf of the Board of Directors:

"Bernard Wilson" (signed)
Bernard Wilson, Director

"Fred Leigh" (signed)
Fred Leigh, Director

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

ABERDEEN INTERNATIONAL INC.

Consolidated Statements of Loss and Comprehensive Loss

(In Canadian dollars)

	Notes	Years ended January 31,
		2025	2024
		$	$
Net investment loss
Realized loss on investments		(9,384,427)	(7,345,251)
Unrealized gain (loss) on investments		1,615,194	(7,886,861)
Total net investment loss		(7,769,233)	(15,232,112)
Other revenue
Interest income	5	51,932	57,789
Total other revenue		51,932	57,789
Expenses
Operating, general and administration	9,13	1,823,514	1,839,679
Transaction costs		49,300	13,346
Interest expense		28,016	66
Provision on loan and interest receivable	5	94,595	769,592
Total expenses		1,995,425	2,622,683
Loss before other items		(9,712,726)	(17,797,007)
Foreign exchange gain (loss)		813,798	(874)
Net loss and comprehensive loss for the year		(8,898,928)	(17,797,881)
Loss per common share based on net loss for the period
Basic		(0.06)	(0.12)
Diluted		(0.06)	(0.12)
Weighted average number of common shares outstanding
Basic		147,343,593	144,877,282
Diluted		147,343,593	144,877,282

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

ABERDEEN INTERNATIONAL INC.

Consolidated Statements of Changes in Shareholders' Equity

(In Canadian dollars)

	Number of common shares	Share capital	Equity reserve and treasury shares	(Deficit)	Total shareholders' equity
	#	$	$	$	$
Balance - January 31, 2023	144,877,282	48,366,682	9,037,087	(28,621,534)	28,782,235
Share based payments (Note 8)	-	-	4,566	-	4,566
Net loss for the year	-	-	-	(17,797,881)	(17,797,881)
Balance - January 31, 2024	144,877,282	48,366,682	9,041,653	(46,419,415)	10,988,920
DSU exercised (Note 8)	750,000	195,000	(195,000)	-	-
Shares for debt settlement (Note 7)	13,560,000	678,000	-	-	678,000
Share issuance cost	-	(8,228)	-	-	(8,228)
Option cancelled (Note 8)	-	-	(70,838)	70,838	-
Share based payments (Note 8)	-	-	76,848	-	76,848
Net income for the year	-	-	-	(8,898,928)	(8,898,928)
Balance - January 31, 2025	159,187,282	49,231,454	8,852,663	(55,247,505)	2,836,612

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

ABERDEEN INTERNATIONAL INC.

Consolidated Statements of Cash Flows

(In Canadian dollars)

	Notes	Years ended January 31,
		2025	2024
		$	$
Cash flows from operating activities
(Loss) for the year		(8,898,928)	(17,797,881)
Adjustments from non-cash items and other adjustments
Share based payments	8	76,848	4,566
Net investment loss		7,769,233	15,232,112
Interest income on loans receivable	4	(51,771)	(57,792)
Interest expense on loan		2,124	66
Provision on loan, interest and accounts receivable	5	94,595	769,592
Unrealized foreign exchange gain (loss)		(795,358)	17,517
		(1,803,257)	(1,831,819)
Adjustments for:
Purchase of investments	3,12	(4,527,075)	-
Disposal of investments	3,12	5,703,756	1,240,570
Short-term loans provided	5,12	47,000	(496,464)
Short-term loans repaid	5	(47,000)
Prepaid expenses		720	16,245
Amounts receivable		863	(85,257)
Accounts payable and accrued liabilities		692,914	1,185,129
Net cash provided from operating activities		67,921	28,404
Cash flows from financing activities
Share and warrant issue costs		(8,228)	-
Net cash provided used in financing activities		(8,228)	-
Change in cash for the year		59,693	28,404
Cash, beginning of year		67,487	39,083
Cash, end of year		127,180	67,487
Supplemental cash flow information
Shares and warrants received on conversion of loans and amounts receivable.	3	124,482	-
Accounts payable settled with disposition of investment	3	105,000	-
Accounts payable settled with common stock issuance	7	678,000	-

ABERDEEN INTERNATIONAL INC.

Notes to the Consolidated Financial Statements

January 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise noted)

1. Nature of operations and going concern

Aberdeen International Inc. ("Aberdeen", or the "Company") and its subsidiary operate as a publicly traded global resource investment company and merchant bank focused on small capitalization companies in the metals and mining sector. Aberdeen seeks to acquire equity participation in pre-IPO and early stage public resource companies with undeveloped or undervalued high-quality resources. Aberdeen focuses on companies that: (i) are in need of managerial, technical and financial resources to realize their full potential; (ii) are undervalued in capital markets; or, (iii) operate in jurisdictions with low to moderate local political risk. The Company is a publicly listed company incorporated in the Province of Ontario. The Company's shares are listed on the Toronto Stock Exchange ("TSX"). The Company's head office is located at 198 Davenport Road, Toronto, Ontario M5R 1J2.

These consolidated financial statements were prepared on a going concern basis of presentation, which contemplates the realization of assets and settlement of liabilities as they become due in the normal course of operations for the next fiscal year. As at January 31, 2025, the Company has working capital of $2,836,612 (January 31, 2024 - $10,988,920), including cash of $127,180 (January 31, 2024 - $67,487) and for the year ended January 31, 2025, had a net loss and comprehensive loss of $8,898,928 (for the year ended January 31, 2024 - $17,797,881). The Company's current source of operating cash flow is dependent on the success of its business model and operations and there can be no assurances that sufficient funding, including adequate financing, will be available to cover the general and administrative expenses necessary for the maintenance of a public company. The Company's status as a going concern is contingent upon raising the necessary funds through the selling of investments and issuance of equity or debt. There can be no assurance that funds will be available to the Company with acceptable terms or at all. These matters constitute material uncertainties that cast significant doubt about the ability of the Company to continue as a going concern.

These consolidated financial statements do not reflect adjustments in the carrying value of the assets and liabilities, the reported revenues and expenses and the balance sheet classifications that would be necessary if the going concern assumption were not appropriate. These adjustments could be material.

2. Material accounting policies

Statement of compliance

The consolidated financial statements of the Company have been prepared in accordance with the International Financial Reporting Standards (IFRS") as issued by the International Accounting Standard Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). The policies as set out below were consistently applied to all the periods presented unless otherwise noted.

The consolidated financial statements of the Company were approved by the Board of Directors on April 28, 2025.

Basis of preparation

The consolidated financial statements have been prepared using the historical cost convention except for certain financial instruments, which have been measured at fair value. All monetary references expressed in these notes are references to Canadian dollar amounts ("$"). In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information. The Company has determined itself to be an investment entity in accordance with IFRS 10.

ABERDEEN INTERNATIONAL INC.
Notes to the Consolidated Financial Statements
January 31, 2025 and 2024
(Expressed in Canadian dollars unless otherwise noted)

2. Material accounting policies (continued)

Basis of consolidation

Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect these returns through the power to direct the relevant activities of the entity. To the extent that subsidiaries provide services that relate to the Company's investment activities, they are fully consolidated from the date control is transferred to the Company and are deconsolidated from the date control ceases. The consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating inter-entity balances and transactions. All other investments in subsidiaries are not consolidated but are measured at fair value through profit or loss in accordance with IFRS 9.

These consolidated financial statements comprise the financial statements of the Company and its wholly owned subsidiary Aberdeen (Barbados) Inc. ("ABI"), incorporated on March 6, 2015. All material intercompany transactions and balances between the Company and its subsidiary have been eliminated on consolidation. Intercompany balances and any unrealized gains and losses or income and expenses arising from intercompany transactions are eliminated in preparing the consolidated financial statements.

Significant accounting judgments, estimates and assumptions

The preparation of these annual consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes can differ from these estimates. The impacts of such estimates are pervasive throughout the annual consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised, and the revision affects both current and future periods.

Information about critical judgments and estimates in applying accounting policies that have the most significant effect on the amounts recognized in the annual consolidated financial statements are as follows:

(i) Fair value of investment in securities not quoted in an active market or private company investments

Where the fair values of financial assets and financial liabilities recorded on the consolidated statement of financial position cannot be derived from active markets, they are determined using a variety of valuation techniques. The inputs to these models are derived from observable market data where possible, but where observable market data are not available, judgment is required to establish fair values. Refer to notes 3 and 12 for further details.

(ii) Fair value of financial derivatives

Investments in options and warrants which are not traded on a recognized securities exchange do not have a readily available market value. When there are sufficient and reliable observable market inputs, a valuation technique is used; if no such market inputs are available, the warrants and options are valued at intrinsic value. Refer to notes 3 and 12 for further details.

ABERDEEN INTERNATIONAL INC.
Notes to the Consolidated Financial Statements
January 31, 2025 and 2024
(Expressed in Canadian dollars unless otherwise noted)

2. Material accounting policies (continued)

Significant accounting judgments, estimates and assumptions (continued)

(iii) Impairment of financial assets at amortized cost and determining expected credit losses

The Company recognizes a loss allowance for expected credit losses on amounts receivable and loans receivable. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. The Company recognizes lifetime ECLs for amounts receivable and loans receivable. The expected credit losses on these financial assets are estimated using a provision matrix based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. For all other financial instruments, the Company recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

Determining an allowance for expected credit losses ("ECLs") requires management to make assumptions about the historical patterns for the probability of default, the timing of collection and the amount of incurred credit losses, which are adjusted based on management's judgment about whether economic conditions and credit terms are such that actual losses may be higher or lower than what the historical patterns suggest. Financial assets in this category include amounts receivable and loans receivables at amortized cost.

(iv) Share-based payments

The Company measures the cost of equity-settled transactions with employees and applicable non-employees by reference to the fair value of the equity instruments at the date at which they are vested. 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. The Company is also required to estimate the future forfeiture rate of options based on historical information in its calculation of share-based compensation expense. Refer to note 8 for further details.

(v) Recognition of deferred taxes

Deferred tax assets are recognized in respect of tax losses and other temporary differences to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and level of future taxable profits, together with future tax planning strategies. Refer to note 12 for further details.

(vi) Income, value added, withholding and other taxes

The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company's provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.

ABERDEEN INTERNATIONAL INC.
Notes to the Consolidated Financial Statements
January 31, 2025 and 2024
(Expressed in Canadian dollars unless otherwise noted)

2. Material accounting policies (continued)

Significant accounting judgments, estimates and assumptions (continued)

(vii) Investment entity

The Company applies the exception to consolidation of particular subsidiaries available to investment entities with the exception of ABI as this subsidiary provides services related to the Company's investment activities. Management has determined that the Company qualifies for the exemption from consolidation given that the Company has the following typical characteristics of an investment entity:

(a) obtains funds from one or more investors for the purpose of providing those investor(s) with investment management services;
(b) commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and
(c) measures and evaluates the performance of substantially all of its investments on a fair value basis.

(viii) Contingencies

See note 14 for details.

(ix) Provisions

Provisions and contingencies arising in the course of operations, including provisions for income or other tax matters are subject to estimation uncertainty. Management uses all information available in assessing the recognition, measurement and disclosure of matters that may give rise to provisions or contingencies. The actual outcome of various provisional and contingent matters may vary and may cause significant adjustments when the amounts are determined or additional information is acquired.

Functional and presentation currency

The functional currency for each subsidiary within the Company is the currency of the primary economic environment in which it operates. The Company's consolidated financial statements are presented in Canadian dollars. The Canadian dollar is the functional currency of the Company and its wholly owned subsidiary ABI.

Foreign currency translation

Monetary assets and liabilities denominated in other than the functional currency are translated at the exchange rate in effect at the reporting date. Non-monetary assets and liabilities are translated using historical rates. Revenues and expenses denominated in other than the functional currency are translated at rates of exchange in effect at the time of the transaction. Gains and losses on translation are included in profit (loss).

Financial instruments

Financial assets and financial liabilities are recognized on the Company's consolidated statement of financial position when the Company has become a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. The Company's financial instruments consist of cash, amounts receivable, public and private investments, loans receivable, accounts payable and accrued liabilities and loans payable.

ABERDEEN INTERNATIONAL INC.

Notes to the Consolidated Financial Statements

January 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise noted)

2. Material accounting policies (continued)

Financial instruments (continued)

(i) Investments

Purchases and sales of investments are recognized on a trade date basis. Public and private investments at fair value through profit or loss are initially recognized at fair value, with changes in fair value reported in profit (loss).

At each financial reporting period, the Company's management estimates the fair value of its investments based on the criteria below and reflects such valuations in the financial statements.

Transaction costs are expensed as incurred in profit (loss). The determination of fair value requires judgment and is based on market information where available and appropriate. At the end of each financial reporting period, the Company's management estimates the fair value of investments based on the criteria below and reflects such changes in valuations in the statements of (loss) income and comprehensive (loss) income. The Company is also required to present its investments (and other financial assets and liabilities reported at fair value) into three hierarchy levels (Level 1, 2, or 3) based on the transparency of inputs used in measuring the fair value, and to provide additional disclosure in connection therewith (see note 12, "Financial instruments"). The three levels are defined as follows:

Level 1 – investment with quoted market price;

Level 2 – investment which valuation technique is based on observable market inputs; and

Level 3 – investment which valuation technique is based on non-observable market inputs.

Publicly-traded investments:

Securities, including shares, options, and warrants that are traded on a recognized securities exchange and for which no sales restrictions apply are recorded at fair values based on quoted closing prices at the reporting date or the closing price on the last day the security traded if there were no trades at the reporting date. These are included in Level 1 as disclosed in note 12.
Securities that are traded on a recognized securities exchange but which are escrowed or otherwise restricted as to sale or transfer are recorded at amounts discounted from market value. Shares that are received as part of a private placement that are subject to a standard four-month hold period are not discounted. In determining the discount for such investments, the Company considers the nature and length of the restriction, business risk of the investee corporation, relative trading volume and price volatility and any other factors that may be relevant to the ongoing and realizable value of the investments. These are included in Level 2 in note 12.
Warrants or options of publicly-traded securities which do not have a quoted price are carried at an estimated fair value calculated using the Black-Scholes option pricing model if sufficient and reliable observable market inputs are available. If no such market inputs are available or reliable, the warrants and options are valued at intrinsic value. These are included in Level 2 as disclosed in note 12.

The amounts at which the Company's publicly-traded investments could be disposed of may differ from carrying values based on market quotes, as the value at which significant ownership positions are sold is often different than the quoted market price due to a variety of factors such as premiums paid for large blocks or discounts due to illiquidity. Such differences could be material.

ABERDEEN INTERNATIONAL INC.

Notes to the Consolidated Financial Statements

January 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise noted)

2. Material accounting policies (continued)

Financial instruments (continued)

(i) Investments (continued)

Privately-held investments:

Securities in privately-held companies (other than options and warrants) are initially recorded at cost, being the fair value at the time of acquisition. At the end of each financial reporting period, the Company's management estimates the fair value of investments based on the criteria below and reflects such valuations in the financial statements. These are included in Level 3 as disclosed in note 12. Options and warrants of private companies are carried at their intrinsic value.

With respect to valuation, the financial information of private companies in which the Company has investments may not always be available, or such information may be limited and/or unreliable. Use of the valuation approach described below may involve uncertainties and determinations based on the Company's judgment and any value estimated from these may not be realized or realizable. In addition to the events described below, which may affect a specific investment, the Company will take into account general market conditions when valuing the privately-held investments in its portfolio. In the absence of occurrence of any of these events or any significant change in general market conditions indicates generally that the fair value of the investment has not materially changed.

An upward adjustment is considered appropriate and supported by pervasive and objective evidence such as a significant subsequent equity financing by an unrelated investor at a transaction price higher than the Company's carrying value; or if there have been significant corporate, political or operating events affecting the investee company that, in management's opinion, have a positive impact on the investee company's prospects and therefore its fair value. In these circumstances, the adjustment to the fair value of the investment will be based on management's judgment and any value estimated may not be realized or realizable. Such events include, without limitation:
political changes in a country in which the investee company operates that, for example, reduce the corporate tax burden, permit mining where, or to an extent that, it was not previously allowed, or reduce or eliminate the need for permitting or approvals;
receipt by the investee company of environmental, mining, aboriginal or similar approvals, which allow the investee company to proceed with its project(s);
filing by the investee company of a National Instrument 43-101 technical report in respect of a previously non-compliant resource;
release by the investee company of positive exploration results, which either proves or expands their resource prospects; and
important positive management changes by the investee company that the Company's management believes will have a very positive impact on the investee company's ability to achieve its objectives and build value for shareholders.
Downward adjustments to carrying values are made when there is evidence of a decline in value as indicated by the assessment of the financial condition of the investment based on third party financing, operational results, forecasts, and other developments since acquisition, or if there have been significant corporate, political or operating events affecting the investee company that, in management's opinion, have a negative impact on the investee company's prospects and therefore its fair value. The amount of the change to the fair value of the investment is based on management's judgment and any value estimated may not be realized or realizable. Such events include, without limitation:
political changes in a country in which the investee company operates that increases the tax burden on companies, that prohibit mining where it was previously allowed, that increases the need for permitting or approvals, etc.;
denial of the investee company's application for environmental, mining, aboriginal or similar approvals that prohibit the investee company from proceeding with its projects;

ABERDEEN INTERNATIONAL INC.

Notes to the Consolidated Financial Statements

January 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise noted)

2. Material accounting policies (continued)

Financial instruments (continued)

Privately-held investments: (continued)

the investee company releases negative exploration results;
changes to the management of the investee company take place that the Company believes will have a negative impact on the investee company's ability to achieve its objectives and build value for shareholders;
the investee company is placed into receivership or bankruptcy; and
based on financial information received from the investee company, it is apparent to the Company that the investee company is unlikely to be able to continue as a going concern.

The resulting values may differ from values that would be realized had a ready market existed. The amounts at which the Company's privately-held investments could be disposed of may differ from the carrying value assigned. Such differences could be material.

Investment Derecognition:

Realized gains and losses on the disposal of investments and unrealized gains and losses in the value of investments are reflected in profit (loss) on a trade date basis. Upon disposal of an investment, previously recognized unrealized gains or losses are reversed, so as to recognize the full realized gain or loss in the period of disposition. All transaction costs are expensed as incurred. Dividend income is recorded on the ex-dividend date. Interest income and other income are recorded on an accrual basis. Deferred revenue is recognized over the period for which the revenue is earned. Management fees and advisory and other fees are recorded as income on an accrual basis when earned.

Loans receivable:

Financial assets that are managed to collect contractual cash flows made up of principal and interest are designated as at amortized cost. All other financial assets are designated as at fair value through profit or loss. All financial assets are recognized initially at fair value plus, in the case of financial assets designated at amortized cost, directly attributable transaction costs. Financial assets at amortized cost are measured at initial cost plus interest calculated using the effective interest rate method less cumulative repayments and cumulative impairment losses.

A financial asset is derecognized when the rights to receive cash flows from the asset have expired or the Company has transferred substantially all the risks and rewards of the asset. The Company assesses at each reporting date whether there is any objective evidence that a financial asset is impaired. For amounts deemed to be impaired, the impairment provision is based upon the expected loss.

Debentures issued are classified at amortized cost and are adjusted for expected credit losses.
Convertible debentures and convertible notes issued from publicly traded companies are classified at fair value through profit and loss and carried at the higher of the value of the loan or the fair value of the common shares or units receivable from the conversion assuming the conversion can be done at the Company's option.

ABERDEEN INTERNATIONAL INC.
Notes to the Consolidated Financial Statements
January 31, 2025 and 2024
(Expressed in Canadian dollars unless otherwise noted)

2. Material accounting policies (continued)

Financial instruments (continued)

(i) Investments (continued)

(ii) Amounts receivable

Receivables are classified at amortized cost and are initially recorded at the fair value of the amount expected to be received and subsequently measured at amortized cost less any adjustment for expected credit losses. Individual significant receivables are considered for expected credit losses, including when they are past due or when other objective evidence is received that a specific counterparty will default.

(iii) Financial liabilities

All financial liabilities are classified as at amortized cost except for financial derivatives and any financial liabilities from inception classified as at fair value through profit or loss. All financial liabilities are recognized initially at fair value plus directly attributable transaction costs except for those designated at fair value through profit and loss.

Financial liabilities at fair value through profit or loss are carried in the statement of financial position at fair value with changes in fair value recognized in profit (loss). Financial liabilities at amortized cost are measured at initial cost plus interest calculated using the effective interest rate method. The effective interest method is a method of calculating the amortized cost of a financial asset or financial liability and of allocating the interest income or interest expense over the relevant period.

(iv) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.

Cash

Cash is comprised of cash on hand and deposits that generally mature within 90 days from the date of acquisition. Deposits are held in Canadian chartered banks or in a financial institution controlled by a Canadian chartered bank.

Share-based payments

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. Fair value is measured at grant date and each tranche is recognized on a graded-vesting basis over the period in which options vest. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity reserve.

Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service. For options that expire unexercised, the recorded value is transferred to deficit.

Deferred share unit ("DSU") incentive plan

The initial fair value of the DSU compensation liability is calculated as of the grant date. Subsequently, the Company's DSU compensation liability is accounted for based on the number of units outstanding and the quoted market value of the Company's common shares at the statement of financial position date. The Company recognizes the compensation cost in profit (loss) on the date of grant and makes adjustment for changes in fair value until the end of the performance date.

ABERDEEN INTERNATIONAL INC.
Notes to the Consolidated Financial Statements
January 31, 2025 and 2024
(Expressed in Canadian dollars unless otherwise noted)

2. Material accounting policies (continued)

Restricted share unit ("RSU") incentive plan

The Company purchases shares of the Company from the open market to distribute to management as compensation. These shares are restricted and reserved in trust for future issuances. The RSUs vesting conditions are set by the Board at the time the RSUs are granted. The RSUs are measured at the fair value at the grant date and reflected as an equity-settled share-based payment. The Company recognizes the compensation cost in profit (loss) over the appropriate vesting periods using the graded vesting method.

Income taxes

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

New and future accounting changes

Effective February 1, 2024, the Company adopted the amendments to IAS 1, IAS 8 and IAS 12. These amendments did not have any material impact on the Company's consolidated financial statements.

Future Accounting Changes

Certain new standards, interpretations, amendments and improvements to existing standards were issued by the IASB or IFRIC that are mandatory for accounting periods beginning on February 1, 2025 or later. Updates that are not applicable or are not consequential to the Company have been excluded. The following have not yet been adopted and are being evaluated to determine their impact on the financial statements.

Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)

In May 2024, the IASB issued amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments – Disclosures. The amendments clarify the derecognition of financial liabilities and introduces an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system. The amendments also clarify how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance (ESG)-linked features and other similar contingent features and the treatment of non-recourse assets and contractually linked instruments (CLIs). Further, the amendments mandate additional disclosures in IFRS 7 for financial instruments with contingent features and equity instruments classified at FVOCI.

The amendments are effective for annual periods starting on or after January 1, 2026. Retrospective application is required and early adoption is permitted.

ABERDEEN INTERNATIONAL INC.

Notes to the Consolidated Financial Statements

January 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise noted)

2. Material accounting policies (continued)

Future Accounting Changes (continued)

Presentation and Disclosure in Financial Statements (IFRS 18)

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. The new standards replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new categories and required subtotals in the statement of profit and loss and also requires disclosure of management-defined performance measures. It also includes new requirements for the location, aggregation and disaggregation of financial information. The standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim financial statements. Retrospective application is required and early adoption is permitted.

3. Investments at fair value through profit and loss

At January 31, 2025, the Company's investment portfolio consisted of ten publicly traded investments and twelve privately held investments for a total fair value of $4,980,095 (January 31, 2024 - $13,115,922).

Public investments

As at January 31, 2025, the Company's publicly traded investments are as follows:

Public Issuer	Note	Security description	Cost	Estimated Fair value	% of FV
Brazil Potash Corp.	(ii)	449,751 common shares	4,754,899	2,853,217	67.0%
Consolidated Lithium Metals Inc.	(ii)	6,699,900 common shares	256,065	66,999	1.6%
Euro Sun Mining Inc.	(ii)	2,490,038 common shares	124,482	218,127	5.1%
		2,490,038 warrants expire November 8, 2026
Gamesquare Esport Inc.		587 common shares	6,698	746	0.0%
O2Gold Inc.		2,800,000 common shares	175,275	266,000	6.3%
Q-Gold Resources Ltd.	(i,ii)	6,981,667 common shares	832,401	837,800	19.7%
Xander Resources Inc.		71,429 warrants expire April 29, 2025	99,451	12,014	0.2%
Total of 3 other investments	(iii)		1,526,356	26	0.0%
Total public investments			$ 7,775,627	$ 4,254,929	100.0%

Note

(i) The Company owns, on a partially diluted basis, at least a 10% interest in the investee as at January 31, 2025.
(ii) A director and/or officer of the Company is a director and/or officer of the investee corporation as at January 31, 2025.
(iii) Total other investments held by the Company are not individually broken out as at January 31, 2025. Directors and officers may hold investments personally.

As at January 31, 2024, the Company's publicly traded investments are as follows:

Public Issuer	Note	Security description	Cost	Estimated Fair value	% of FV
AmmPower Corp.	(i,ii)	29,544,925 common shares	$ 10,303,679	$ 738,623	38.7%
		1,000,000 warrants expire Mar 11, 2024
Gamesquare Esport Inc.		587 common shares	6,698	1,579	0.1%
Consolidated Lithium Metals Inc.	(ii)	17,833,333 common shares	681,576	356,667	18.7%
Medivolve Inc.	(ii)	1,606,787 warrants expire Jul 9, 2026	648,875	25,387	1.3%
Q-Gold Resources Ltd.	(i,ii)	6,531,667 common shares	782,901	457,217	24.0%
Silo Wellness Inc.		69,125 common shares	247,712	691	0.0%
Xander Resources Inc.		7,142,857 warrants expire April 29, 2025	99,451	328,571	17.1%
Total of 2 other investments	(iii)		629,769	24	0.0%
Total public investments			$ 13,400,661	$ 1,908,759	100.0%

Note

(i) The Company owns, on a partially diluted basis, at least a 10% interest in the investee as at January 31, 2024.
(ii) A director and/or officer of the Company is a director and/or officer of the investee corporation as at January 31, 2024.
(iii) Total other investments held by the Company are not individually broken out as at January 31, 2024. Directors and officers may hold investments personally.

ABERDEEN INTERNATIONAL INC.

Notes to the Consolidated Financial Statements

January 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise noted)

3. Investments at fair value through profit and loss (continued)

Private investments

As at January 31, 2025, the Company's privately held investments are as follows:

Private Issuer	Note	Security description	Cost	Estimated Fair value	% of FV
African Thunder Platinum Limited	(i,ii,iii)	72,440,807 common shares	$ 15,244,893	$ -	0.0%
	(v)	46,230,979 options			0.0%
	(v)	46,230,979 options			0.0%
	(v)	55,477,175 options			0.0%
	(v)	64,723,371 options			0.0%
International Cobalt Inc.	(i,ii)	66.7% of interest	980,000	969	0.1%
NeXtGen Biologics Inc.	(iii)	149,253 common shares	633,950	724,197	99.9%
Exploraciones De SI Cordero S.A De C.V.	(iii)	2,820,000 common shares	282,000	-	0.0%
Total of 8 other investments	(iv)		2,445,092	-	0.0%
			$ 19,585,935	$ 725,166	100.0%

Note

(i) The Company owns 66.7% of the outstanding common shares of International Cobalt Inc. and 16.9% of the outstanding common shares and voting rights of African Thunder Platinum Limited ("ATPL"). There are no contractual arrangements, financial support, or other restrictions with these companies. Refer to Note 2 for details relating to the exemption to consolidating particular subsidiaries and the exemption from accounting for associates using the equity method for investment entities.
(ii) The Company owns, on a partially diluted basis, at least a 10% interest in the investee as at January 31, 2025.
(iii) A director and/or officer of the Company is a director and/or officer of the investee corporation as at January 31, 2025.
(iv) Total other investments held by the Company are not individually broken out as at January 31, 2025. Directors and officers may hold investments personally.
(v) The option period is defined as the period beginning on the earlier of (i) the date upon which proceeds of sale or disposal of all, or part of ATPL assets except Kalplats project; (ii) the date upon which shareholders enter into an agreement to sell all ATPL assets to a third party, and (iii) the date upon which ATPL enters into an agreement with an arm's length third party to sell its rights to Kalplats Project, and ending on the date which is three years thereafter. As none of these conditions have been met, these options are not presently exercisable.

As at January 31, 2024, the Company's privately held investments are as follows:

Private Issuer	Note	Security description	Cost	Estimated Fair value	% of FV
African Thunder Platinum Limited	(i,ii,iii)	72,440,807 common shares	$ 15,244,893	$ -	0.0%
	(v)	46,230,979 options			0.0%
	(v)	46,230,979 options			0.0%
	(v)	55,477,175 options			0.0%
	(v)	64,723,371 options			0.0%
Brazil Potash Corp.	(iii)	2,512,406 common shares	4,430,626	10,552,104	94.1%
International Cobalt Inc.	(i,ii)	66.7% of interest	980,000	21,109	0.2%
NeXtGen Biologics Inc.	(iii)	149,253 common shares	633,950	633,950	5.7%
Exploraciones De SI Cordero S.A De C.V.	(iii)	2,820,000 common shares	282,000	-	0.0%
Total of 9 other investments	(iv)		2,786,622	-	0.0%
			$ 24,358,091	$ 11,207,163	100.0%

Note

(i) The Company owns 66.7% of the outstanding common shares of International Cobalt Inc. and 16.9% of the outstanding common shares and voting rights of African Thunder Platinum Limited ("ATPL"). There are no contractual arrangements, financial support, or other restrictions with these companies. Refer to Note 2 for details relating to the exemption to consolidating particular subsidiaries and the exemption from accounting for associates using the equity method for investment entities.
(ii) The Company owns, on a partially diluted basis, at least a 10% interest in the investee as at January 31, 2024.
(iii) A director and/or officer of the Company is a director and/or officer of the investee corporation as at January 31, 2024.
(vi) Total other investments held by the Company are not individually broken out as at January 31, 2024. Directors and officers may hold investments personally.
(v) The option period is defined as the period beginning on the earlier of (i) the date upon which proceeds of sale or disposal of all, or part of ATPL assets except Kalplats project; (ii) the date upon which shareholders enter into an agreement to sell all ATPL assets to a third party, and (iii) the date upon which ATPL enters into an agreement with an arm's length third party to sell its rights to Kalplats Project, and ending on the date which is three years thereafter. As none of these conditions have been met, these options are not presently exercisable.

ABERDEEN INTERNATIONAL INC.

Notes to the Consolidated Financial Statements

January 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise noted)

4. Amounts receivable

	January 31, 2025	January 31, 2024
Interest and arrangement fees receivable (see note 5)	$ 51,133	$ 27,792
Amounts receivable (see note 5,12,13)	84,423	85,257
	$ 135,556	$ 113,049

5. Loans receivable

		January 31, 2025	January 31, 2024
AmmPower Corp. (see note 12)	Unsecured	257,812	253,464
Eurosun Mining Inc.	Unsecured	-	110,000
Sulliden Mining Capital Inc.	Unsecured	52,729	133,000
		$ 310,541	$ 496,464

Ammpower Corp.

On March 10, 2023, the Company entered into a loan agreement with Ammpower Corp. ("AMMP") for an unsecured loan of $150,000. Interest is accrued and calculated at 10% per annum. Principal plus accrued interest are due and payable on or before March 10, 2024. Any time prior to maturity, the lender may elect to convert the loan and unpaid interest into common shares of AMMP at the conversion price equal to the trading price of AMMP common shares.

On October 5, 2023, the Company entered into another loan agreement with AMMP for an unsecured loan of US$40,000. Interest is accrued and calculated at 10% per annum. Principal plus accrued interest are due and payable on or before October 5, 2024. Any time prior to maturity, the lender may elect to convert the loan and unpaid interest into common shares of AMMP at the conversion price equal to the trading price of AMMP common shares.

On December 21, 2023, the Company entered into a loan agreement with AMMP for an additional unsecured loan of $49,973. Interest is accrued and calculated at 10% per annum. Principal plus accrued interest are due and payable on or before December 21, 2024. Any time prior to maturity, the lender may elect to convert the loan and unpaid interest into common shares of AMMP at the conversion price equal to the trading price of AMMP common shares.

As of January 31, 2025, the loan principal of $199,876 (January 31, 2024 - $199,876) plus accrued interest of $34,041 (January 31, 2024 - $13,999) remained outstanding. An officer of the Company, Ryan Ptolemy, is a former officer of AMMP.

As of January 31, 2025, the loan principal of $57,936 (US$40,000) (January 31, 2024 - $53,588 (US$40,000)) plus accrued interest of $7,682 (US$5,304) (January 31, 2024 - $1,732 (US$1,293)) remained outstanding.

These loans are classified as loans receivable, at fair value through profit and loss. These loans are currently in default.

Euro Sun Mining Inc.

On October 3, 2023, the Company entered into a loan agreement with Euro Sun Mining Inc. ("ESM") for an unsecured loan of up to $110,000. Interest is accrued and calculated at 12% per annum. Principal plus accrued interest are due and payable on or before April 3, 2024.

On November 8, 2024. The Company settled its ESM loan receivable of $110,000 plus accrued interest of $14,502 in exchange for 2,490,038 common shares and 2,490,038 warrants of ESM exercisable at $0.05 per warrant expiring November 8, 2026. As of January 31, 2025, the loan principal of $nil (January 31, 2024 - $110,000) plus accrued interest of $nil (January 31, 2024 - $4,340) remained outstanding. A former director and an officer of the Company, Martin Schuermann and Ryan Ptolemy, are also a director and an officer of ESM.

ABERDEEN INTERNATIONAL INC.

Notes to the Consolidated Financial Statements

January 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise noted)

5. Loans receivable (continued)

Sulliden Mining Capital Inc.

On June 27, 2023 the Company entered into a loan agreement with Sulliden Mining Corporation Inc. ("SMC") for an unsecured loan of up to $400,000. Interest is accrued and calculated at 12% per annum. Principal plus accrued interest are due and payable on or before June 28, 2024. On June 28, 2023 the Company advanced $90,000 against the loan agreement. On October 31, 2023 the Company advanced an additional $43,000. This loan is currently in default.

As of January 31, 2024, the loan principal of $133,000 plus accrued interest of $7,721 remained outstanding. An officer of the Company, Ryan Ptolemy, is a former officer of SMC.

As of January 31, 2025 the Company provided for 60% of the loan principal and accrued interest resulting in a provision of $94,595. As of January 31, 2025, the loan principal of $52,729 plus accrued interest of $9,409 remained outstanding.

1000090242 Ontario Inc.

On May 30, 2022, the Company entered into a loan agreement with 1000090242 Ontario Inc. ("10000902") for an unsecured loan of US$274,000 to 1000090242. Interest is accrued and calculated at 12% per annum. Principal plus accrued interest was due and payable on or before May 30, 2023. The loan is currently in default.

As of January 31, 2025 and 2024, the loan principal of US$274,000 ($367,078) plus accrued interest of US$46,753 ($62,635) were fully provided for.

Q-Gold Resources Ltd.

On October 27, 2021, the Company entered into a loan agreement with Q-Gold Resources Ltd. ("QGR") for an unsecured loan of $250,000. Interest is accrued and calculated at 12% per annum. Principal plus accrued interest are due and payable on or before April 27, 2022. On August 18, 2022, the loan was extended to October 31, 2022. On April 16, 2023, the loan was extended to October 31, 2023 and on October 24, 2023, the loan was extended to October 31, 2024. This loan is currently in default.

As of January 31, 2025 and 2024, the loan principal of $250,000 plus accrued interest of $67,808 were fully provided for. An officer of the Company, Ryan Ptolemy, is a former officer of QGR.

Medivolve Inc.

On November 10, 2020, the Company entered into a loan agreement with Medivolve Inc. ("Medivolve") for an unsecured loan of $500,000. Interest is accrued and calculated at 12% per annum. Principal plus accrued interest are due and payable on or before May 10, 2021.

On April 4, 2021, the Company entered into a loan agreement with Medivolve Inc. ("Medivolve") for an unsecured loan of $500,000. Interest is accrued and calculated at 12% per annum. Principal plus accrued interest are due and payable at the earlier of (i) 120 days from entering the agreement or (ii) immediately upon Medivolve completing a financing for proceeds exceeding $2,000,000.

From May 13, 2021 through June 25, 2021, the Company loaned an additional $200,000 and US$532,500 to Medivolve. Interest is accrued and calculated at 12% per annum. Principal plus accrued interest are due and payable on or before January 31, 2022. This loan is currently in default.

On July 8, 2021, the Company participated in Medivolve's private placement financing and converted an aggregate loan principal plus interest of $1,014,737 and US$536,195 ($672,389) in payment of 24,101,803 units of Medivolve.

As of January 31, 2025 and 2024, the loan principal of $22,985 plus accrued interest of $35,058 were fully provided for. A former director of the Company, Wen Ye, is a former director of Medivolve.

ABERDEEN INTERNATIONAL INC.

Notes to the Consolidated Financial Statements

January 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise noted)

6. Loans payable

Canada Emergency Business Account

In April 2020, the Company received an interest free loan of $40,000 from the Government under the Canada Emergency Business Account ("CEBA Loan") for businesses impacted by the COVID-19. Effective January 1, 2024, interest rate of 5% per annum will be calculated and accrued on any unpaid loan balance. The loan matures on December 31, 2026.

On January 31, 2025, loan principal and accrued interest of $42,190 (January 31, 2024 - $40,066) remained outstanding.

7. Share capital

Authorized: Unlimited common shares with no par value

Issued and Outstanding:

Issued and outstanding common shares	Number of shares	Amount
Balance, January 31, 2024 and 2023	144,877,282	$ 48,366,682
DSU exercised	750,000	195,000
Shares for debt settlement (Note 13)	13,560,000	669,772
Balance, January 31, 2025	159,187,282	$ 49,231,454

8. Equity reserve and treasury shares

	Number of options	Value of options vested	Number of DSU	Value of DSU vested	Number of RSU vested (Note)	Value of RSU vested	Treasury shares adjustment	Total Value
January 31, 2023	6,565,000	$ 1,141,067	5,815,000	$ 1,511,900	4,350,000	$ 695,999	$ 5,688,121	$ 9,037,087
Granted	100,000	2,721	100,000	1,845	-	-	-	4,566
January 31, 2024	6,665,000	$ 1,143,788	5,915,000	$ 1,513,745	4,350,000	$ 695,999	$ 5,688,121	$ 9,041,653
Granted	5,000,000	75,694	-	1,154	-	-	-	76,848
Exercised	-	-	(750,000)	(195,000)	-	-	-	(195,000)
Cancelled	(790,000)	(70,838)	-	-	-	-	-	(70,838)
January 31, 2025	10,875,000	$ 1,148,644	5,165,000	$ 1,319,899	4,350,000	695,999	$ 5,688,121	$ 8,852,663

Stock Options

On July 15, 2021, the Company has adopted an amended and restated the Old Stock Option Plan (the "A&R Stock Option Plan") to change the number of Common Shares authorized be issued under the Old Stock Option Plan from 10% of the number of issued and outstanding Common Shares to a fixed maximum of 13,705,228 Common Shares under the A&R Stock Option Plan. In accordance with the terms of the A&R Stock Option Plan, options are non-assignable and may be granted to employees, officers and certain consultants of the Company, designated affiliates and executive directors. The option period, exercise price and vesting terms are determined at the discretion of the Board, however option period cannot be greater than 5 years and exercise price cannot be less than the previous day closing price of common shares traded on the stock exchange.

ABERDEEN INTERNATIONAL INC.

Notes to the Consolidated Financial Statements

January 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise noted)

8. Equity reserve and treasure shares (continued)

The following stock options are outstanding as of January 31, 2025:

Number outstanding	Number exercisable	Grant date	Expiry date	Exercise price	Fair value at grant date	Expected Volatility	Risk-free Rate	Expected Life (years)	Expected Dividend Yield
5,625,000	5,625,000	29-Jul-21	29-Jul-26	$ 0.26	$ 1,053,000	95.4%	0.81%	5	0%
250,000	250,000	19-Nov-21	19-Nov-26	$ 0.16	19,950	57.5%	1.45%	5	0%
5,000,000	1,250,000	5-Dec-24	5-Dec-29	$ 0.05	231,000	155.3%	2.93%	5	0%
10,875,000	7,125,000				$ 1,303,950

On September 14, 2023, the Company granted 100,000 options to a consultant of the Company to purchase shares of the Company at $0.03 per share until September 14, 2028. These options vested immediately. The Company recorded $2,720 in share-based compensation during the year ended January 31, 2024.

On December 5, 2024, the Company granted 5,000,000 options to the newly appointed CEO of the Company to purchase shares of the Company at $0.05 per share until December 5, 2029. These options vest quarterly with the first vesting date three months from the grant date. The Company recorded $75,694 in share-based compensation during the year ended January 31, 2025.

Restricted and deferred share unit incentive plan

Prior to the year ended January 31, 2013, the Board approved and authorized the creation of a Restricted Share Unit Incentive Plan (the "RSU Plan") and a Deferred Share Unit Incentive Plan (the "DSU Plan") (the RSU Plan and the DSU Plan, collectively the "Plans"). The RSU Plan shall provide for the issuance of units ("RSUs") to acquire Common Shares by way of purchases of Common Shares by an independent trustee pursuant to a trust set up and funded by the Company. Each RSU shall entitle each participant to receive one Common Share, without payment of additional consideration, on the applicable vesting date without any further action on the part of the holder of the RSU.

RSU plan

During fiscal 2014, the Company approved the adoption of a RSU incentive plan. On December 8, 2016, the Company granted and issued an aggregate of 4,850,000 RSUs to officers and employees of the Company. Each RSU entitles an officer or an employee of the Company to receive one common share of the Company. These RSUs vest in two equal tranches, one-half on the first anniversary of the date of grant; and the second half on the second anniversary of the date of grant. The fair value of the RSUs has been determined to be $0.16 per unit on the date of grant. As of January 31, 2025, 4,850,000 RSUs were vested and 4,350,000 RSUs remain outstanding for issuance in common shares as of January 31, 2025 (January 31, 2024 - 4,350,000 RSU remain outstanding for issuance in common shares).

During the year ended January 31, 2025, the Company recorded $nil to share-based payments (January 31, 2024 - $nil) and paid out $nil (January 31, 2024 - $nil) related to the vesting of the RSUs granted on December 8, 2016.

DSU plan

On July 15, 2021, the Company has adopted an amended and restated the Old Deferred Share Unit Plan (the "A&R DSU Plan") to provide, among other changes, that any payouts under the A&R DSU Plan may be settled only in common shares of the Company, provided that any DSUs granted prior to June 14, 2021 may be settled in cash (at the participant's request). Eligible participants of the A&R DSU plan include any director, officer, employee or consultants of the Company. The Board fixes the vesting terms it deems appropriate when granting DSUs. The number of DSUs that may be granted under the A&R DSU Plan may not exceed 13,705,228 DSUs.

A&R DSUs

On July 29, 2021, the Company granted 6,115,000 A&R DSUs to certain directors, officers and consultants of the Company. These A&R DSUs have a grant day fair value of $1,589,900 based on the quoted market price of the Company's common shares on the grant date and vest quarterly with the first installment vesting on the date that is three months from the grant day. The Company recorded $nil in share-based compensation during the year ended January 31, 2025 (January 31, 2024 - $nil). Of the total A&R DSUs, 4,000,000 were granted to directors and officers of the Company. During the year end January 31, 2025, 750,000 DSUs were exercised by the Company's former CEO.

ABERDEEN INTERNATIONAL INC.

Notes to the Consolidated Financial Statements

January 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise noted)

8. Equity reserve and treasure shares (continued)

DSU plan (continued)

On September 14, 2023, the Company granted 100,000 A&R DSUs to a consultant of the Company. These A&R DSUs have a grant day fair value of $3,000 based on the quoted market price of the Company's common shares on the grant date and vest quarterly with the first installment vesting on the date that is three months from the grant day. The Company recorded $1,154 in share-based compensation during the year ended January 31, 2024 (year ended January 31, 2024 - $1,846).

Old DSUs

As at January 31, 2025, the Company has 800,000 Old DSUs outstanding with a fair value of $28,000 based on the quoted market price on the grant date (January 31, 2024 - $24,000)

9. Expenses by nature

Details included in operating, general and administration expenses for the years ended January 31, 2025 and 2024.

	Years ended January 31,
	2025	2024
Compensation of directors, officers, employees and consultants (including salaries, consulting fees, options)	$ 1,360,223	$ 1,328,076
Legal, accounting and professional fees	141,339	118,945
Filing and transfer agent fees	28,013	36,185
Shareholder communication and promotion	45,011	55,089
Travel	37,705	101,721
General office and administration costs	211,225	199,663
	$ 1,823,514	$ 1,839,679

10. Income taxes

Significant components of income tax recovery

Provision for income taxes

The following are major items causing the Company's income tax rate to differ from the Canadian combined federal and provincial statutory rate of approximately 26.5% (2024 – 26.5%) during the years ended:

	2025	2024
	$	$
Loss before income taxes	(8,898,928)	(17,797,881)
Expected income tax recovery based on statutory rate	(2,358,000)	(4,716,000)
Adjustment to expected income tax recovery:
Expenses not deductible for tax purposes	19,000	(5,000)
Other	2,982,000	1,990,000
Change in benefit of tax assets not recognized	(643,000)	2,731,000
Deferred income tax provision (recovery)	-	-

ABERDEEN INTERNATIONAL INC.

Notes to the Consolidated Financial Statements

January 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise noted)

10. Income taxes (continued)

Significant components of income tax recovery

Unrecognized Deferred Tax Assets

Deferred income tax assets (liabilities) have not been recognized in respect of the following deductible temporary differences:

	2025	2024
	$	$
Non-capital loss carry-forwards	68,460,000	64,479,000
Capital loss carry-forwards	1,280,000	660,000
Investments	18,671,000	12,922,000
Share issue costs	7,000	2,000
Mineral property costs	531,000	590,000
Other temporary differences	864,000	770,000
Total	89,813,000	79,423,000

Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Company can use the benefits.

The Company has approximately $68,460,000 non-capital losses in Canada as at January 31, 2025 (January 31, 2024 - $64,479,000) which under certain circumstances can be used to reduce the taxable income of future years. The non-capital losses expire from 2034 to 2045.

11. Capital disclosure

The Company considers its capital to consist of share capital, equity reserve and treasury shares, and deficit. The Company's objectives when managing capital are:

a) to allow the Company to respond to changes in economic and/or marketplace conditions by maintaining the Company's ability to purchase new investments;
b) to give shareholders sustained growth in value by increasing shareholders' equity; while
c) taking a conservative approach towards financial leverage and management of financial risks.

The Company's management reviews its capital structure on an on-going basis and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its underlying investments. The Company's current capital is composed of its shareholders' equity and, to-date, has adjusted or maintained its level of capital by:

a) raising capital through equity financings;
b) realizing proceeds from the disposition of its investments; and
c) repurchasing the Company's own shares for cancellation pursuant to its normal course issuer bid.

The Company may on occasion utilize leverage in the form of broker margin or bank indebtedness. Any margin loan held would be secured against the Company's investment at rates that are based on the Investment Industry Regulatory Organization of Canada (IIROC) Policy.

The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than those of the TSX that requires adequate working capital or financial resources such that, in the opinion of the TSX, the listed issuer will be able to continue as a going concern. The TSX will consider, among other things, the listed issuer's ability to meet its obligations as they come due, as well as its working capital position, quick asset position, total assets, capitalization, cash flow and earnings in the financial statements regarding the listed issuer's ability to continue as a going concern. There were no significant changes to the Company's capital management during the years ended January 31, 2025 and 2024. The Company expects that its capital resources will be sufficient to discharge its liabilities as of the current reporting date.

ABERDEEN INTERNATIONAL INC.

Notes to the Consolidated Financial Statements

January 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise noted)

12. Financial instruments

Financial assets and financial liabilities as at January 31, 2025 and 2024 are as follows:

	Assets & liabilities at amortized cost	Assets & liabilities at fair value through profit and loss	TOTAL
January 31, 2025
Cash	$ 127,180	$ -	$ 127,180
Public investments	-	4,254,929	4,254,929
Amounts receivable	135,556	-	135,556
Loans receivable	52,729	257,812	310,541
Private investments	-	725,166	725,166
Accounts payable and accrued liabilities	(2,659,530)	(28,000)	(2,687,530)
Loan payable	(42,190)	-	(42,190)
January 31, 2024
Cash	$ 67,487	$ -	$ 67,487
Public investments	-	1,908,759	1,908,759
Amounts receivable	113,049	-	113,049
Loans receivable	243,000	253,464	496,464
Private investments	-	11,207,163	11,207,163
Accounts payable and accrued liabilities	(2,753,616)	(24,000)	(2,777,616)
Loan payable	(40,066)	-	(40,066)

Aberdeen's operations involve the purchase and sale of securities and in addition, the Company may, from time to time, have loans receivable outstanding. Accordingly, the majority of the Company's assets are currently comprised of financial instruments that can expose it to several risks, including market, liquidity, credit and currency risks. There have been no significant changes in the risks, objectives, policies and procedures from the previous year.

A discussion of the Company's use of financial instruments and their associated risks is provided below:

Market risk

Market risk is the risk that the fair value of, or future cash flows from, the Company's financial instruments will significantly fluctuate because of changes in market prices. The Company is exposed to market risk in trading its investments and unfavourable market conditions could result in dispositions of investments at less than favourable prices. In addition, most of the Company's investments are in the resource sector. The Company mitigates this risk by attempting to have a portfolio that is not singularly exposed to any one issuer, with exception to the Company having one position as at January 31, 2025 that made up of approximately 51.3% of the total assets (January 31, 2024 - one positions as at January 31, 2024 that made up of approximately 76.4% of the total assets).

For the year ended January 31, 2025, a 10% (decrease) in the closing price of this concentrated position would result in an estimated decrease in after-tax net income of $0.2 million (January 31, 2024 - $0.8 million) of these concentrated positions.

For the year ended January 31, 2025, a 10% (decrease) increase in the closing prices of its portfolio investments would result in an estimated increase (decrease) in after-tax net income (loss) of $0.04 million (January 31, 2024 - $1.0 million). This estimated impact on the statement of income (loss) includes the estimated value of the non-traded warrants held, as determined using the Black-Scholes option pricing model.

ABERDEEN INTERNATIONAL INC.

Notes to the Consolidated Financial Statements

January 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise noted)

12. Financial instruments (continued)

Liquidity risk

Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company's liquidity and operating results may be adversely affected if the Company's access to the capital markets is hindered, whether as a result of a downturn in stock market conditions generally or related to matters specific to the Company, or if the value of the Company's investments decline, resulting in losses upon disposition. In addition, some of the investments the Company holds are lightly traded public corporations or not publicly traded and may not be easily liquidated. The Company generates cash flow from dividend income and proceeds from the disposition of its investments, in addition to interest income and advisory fees.

The following are the contractual maturities of financial liabilities as at January 31, 2025 and 2024:

	Total	Less than 1 year	1-3 years
Accounts payable and accrued liabilities	(2,687,530)	(2,687,530)	-
Loans payable	(42,190)	-	(42,190)
Total - January 31, 2025	$ (2,729,720)	$ (2,687,530)	$ (42,190)
Accounts payable and accrued liabilities	(2,777,616)	(2,777,616)	-
Loans payable	(40,066)	(40,066)	-
Total - January 31, 2024	$ (2,817,682)	$ (2,817,682)	$ 0

Credit risk

Credit risk is the risk associated with the inability of a third party to fulfill its payment obligations. The Company is exposed to the risk that third parties that owe it money or securities will not perform their underlying obligations. The total carrying value of these financial instruments at January 31, 2025 was $446,097 (January 31, 2024 - $609,513). The Company mitigates its credit risk by only providing loans to Company's where they have detailed knowledge of the company's operations and business strategy. One of the Company's loans as at January 31, 2025 makes up of 67% of the credit risk is AmmPower Corp. (January 31, 2024 – one concentrated loan made up of 42% Ammpower Corp.) Cash is held with high credit quality financial institutions and credit risk is considered minimal. The Company continues to monitor and is subject to, normal resource investment company industry credit risks.

ABERDEEN INTERNATIONAL INC.

Notes to the Consolidated Financial Statements

January 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise noted)

12. Financial instruments (continued)

Currency risk

Currency risk is the risk that the fair value of, or future cash flows from, the Company's financial instruments will fluctuate because of changes in foreign exchange rates. The Company's operations are exposed to foreign exchange fluctuations, which could have a significant adverse effect on its results of operations from time to time. The Company currently has financial instruments denominated in U.S. dollars. The currency exchange rates at January 31, 2025 and 2024 are as follows:

	Currency exchange rates
	January 31, 2025	January 31, 2024
1 US dollar to Canadian dollars	$1.4484	$1.3397

A change in the foreign exchange rate of the Canadian dollar versus another currency may change the value of its financial instruments.

The following assets and liabilities were denominated in foreign currencies presented in Canadian dollars as of January 31, 2025 and 2024.

January 31, 2025
	US Dollars
Cash	$ 4,447
Amount receivable	7,682
Public investment	2,853,217
Private investment	724,197
Loans receivable	57,936
Accounts payable and accrued liabilities	(61,721)
Balance - January 31, 2025	$ 3,585,758
January 31, 2024
---	---
	US Dollars
Cash	$ 195
Amount receivable	-
Private investment	11,186,054
Loans receivable	53,588
Balance - January 31, 2024	$ 11,239,837

Currency risk (continued)

A 10% increase (decrease) in the value of the Canadian dollar against all foreign currencies in which the Company held financial instruments as of January 31, 2025 would result in an estimated increase (decrease) in after-tax net loss of approximately $0.4 million or $0.01 per share of Aberdeen (January 31, 2024 – after-tax net loss of approximately $0.8 million or $0.01 per share of Aberdeen). The Company does not currently hedge its foreign currency exposure.

ABERDEEN INTERNATIONAL INC.

Notes to the Consolidated Financial Statements

January 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise noted)

12. Financial instruments (continued)

Fair value of financial instruments

The Company has determined the carrying values of its financial instruments as follows:

i. The carrying values of cash, amounts receivable, and accounts payable and accrued liabilities and loans payable approximate their fair values due to the short-term nature of these instruments.

ii. Loans receivable, public investments and private investments are carried at amounts in accordance with the Company's accounting policies as set out in Note 2 of the Company's consolidated financial statements.

iii. Prior to maturity, the outstanding loans receivable are carried at their discounted value. Following their maturity, loans receivable are carried at their estimated realizable value.

The following table illustrates the classification and hierarchy of the Company's financial instruments, measured at fair value in the statements of financial position as at January 31, 2025 and 2024.

| Financial assets (liabilities), fair value | Level 1
(Quoted Market price) | Level 2
(Valuation technique - observable market Inputs) | Level 3
(Valuation technique - non-observable market inputs) | Total |
| --- | --- | --- | --- | --- |
| Publicly traded investments | $ 4,149,289 | $ - | $ - | $ 4,149,289 |
| Non-trading warrants on public investments | - | 105,640 | - | 105,640 |
| Loans receivable, at fair value through profit and loss | - | 257,812 | - | 257,812 |
| Private investments | - | - | 725,166 | 725,166 |
| DSU in accounts payable and accrued liabilities | (28,000) | - | - | (28,000) |
| January 31, 2025 | $ 4,121,289 | $ 363,452 | $ 725,166 | $ 5,209,907 |
| Publicly traded investments | $ 1,554,801 | $ - | $ - | $ 1,554,801 |
| Non-trading warrants on public investments | - | 353,958 | - | 353,958 |
| Loans receivable, at fair value through profit and loss | - | 253,464 | - | 253,464 |
| Private investments | - | - | 11,207,163 | 11,207,163 |
| DSU and WTS in accounts payable and accrued liabilities | (24,000) | - | - | (24,000) |
| January 31, 2024 | $ 1,530,801 | $ 607,422 | $ 11,207,163 | $ 13,345,386 |

Level 3 Hierarchy

The following table presents the changes in fair value measurements of financial instruments classified as Level 3 as at January 31, 2025 and 2024. These financial instruments are measured at fair value utilizing non-observable market inputs. The net realized and unrealized gain are recognized in the statements of income (loss).

Investments, fair value	Year ended January 31, 2025	Year ended January 31, 2024
Balance, beginning of year	$ 11,207,163	$ 14,355,890
Transferred (to) Level 1	(13,135,338)	-
Investments sold	(104,575)	-
Unrealized foreign exchange gain	748,375	-
Unrealized and realized gain (loss), net	2,009,541	(3,148,727)
Balance, end of year	$ 725,166	$ 11,207,163

ABERDEEN INTERNATIONAL INC.

Notes to the Consolidated Financial Statements

January 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise noted)

12. Financial instruments (continued)

Fair value of financial instruments (continued)

Level 3 Hierarchy (continued)

Included in unrealized and realized gain for the year ended January 31, 2025, is the total loss that is attributable to the change in realized and unrealized gain (loss) relating to the above assets and liabilities held at January 31, 2025 in the amount if $2,009,541 (January 31, 2024 – $(3,148,727)).

Within Level 3, the Company includes private company investments that are not quoted on an exchange. The key assumptions used in the valuation of these instruments include (but are not limited to) the value at which a recent financing was done by the investee, company-specific information, trends in general market conditions and the share performance of comparable publicly-traded companies.

The following table presents the fair value, categorized by key valuation techniques and the unobservable inputs used within Level 3 as January 31, 2025 and 2024:

January 31, 2025
Description	Fair value	Valuation technique	Significant unobservable input(s)	Range of significant unobservable inputs
International Cobalt Inc.	969	Net asset value	Marketability of shares	0% discount
NeXtGen Biogenetics Inc.	724,197	Recent financing	Marketability of shares	0% discount
	$ 725,166
January 31, 2024
Description	Fair value	Valuation technique	Significant unobservable input(s)	Range of significant unobservable inputs
Brazil Potash Corp.	10,552,104	Consensus pricing	Marketability of shares	US$1.00 to US$4.00 per share
International Cobalt Inc.	21,109	Net asset value	Marketability of shares	0% discount
NeXtGen Biogenetics Inc.	633,950	Recent financing	Marketability of shares	0% discount

As valuations of investments for which market quotations are not readily available, are inherently uncertain they may fluctuate within short periods of time and are based on estimates, determination of fair value may differ materially from the values that would have resulted if a ready market existed for the investments. Given the size of the private investment portfolio, such changes may have a significant impact on the Company's financial condition or operating results.

Brazil Potash Corp.

The valuation was based on the weighted average of comparable public market stock prices of $4.20 per share as at January 31, 2024. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at January 31, 2024. A +/- 10% change in the fair value of Brazil Potash Corp. will result in a corresponding +/- $1,055,210 change in income (loss). Had the Company applied a marketability discount of 5%, it would have resulted in a corresponding change in fair value of approximately $502,481 in income (loss).

On October 18, 2024, Brazil Potash consolidated its common shares on the basis of 4:1. On November 29, 2024, Brazil Potash Corp. completed an initial public offering at a price of $21.12 ($15 USD) per share and went public. The investment was subsequently transferred to a level 1 investment.

International Cobalt Inc.

The underlying assets of International Cobalt Inc. are 129,321 common shares held in Bolt Metals Corp. which is traded on the Canadian stock exchange under trading symbol "BOLT". The valuation was based on the closing share price of Bolt Metals Corp. on January 31, 2025 of $0.045 per share. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at January 31, 2025. As at January 31, 2025, a +/- 10% change in the fair value of International Cobalt Inc. will result in a corresponding +/- $97 (January 31, 2024 - $2,111) change in income (loss). Had the Company applied a marketability discount of 5%, it would have resulted in a corresponding change in fair value of approximately $46 (January 31, 2024 - $1,005) in income (loss).

ABERDEEN INTERNATIONAL INC.

Notes to the Consolidated Financial Statements

January 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise noted)

12. Financial instruments (continued)

Fair value of financial instruments (continued)

Level 3 Hierarchy (continued)

NeXtGen Biologics Inc..

The valuation was based on NeXtGen Biologics Inc's most recent financing of US$3.35. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at January 31, 2025. As at January 31, 2025, a +/- 10% change in the fair value of NeXtGen Biogenetics Inc. will result in a corresponding +/- $72,420 change in income (loss) (January 31, 2024 - $63,395). Had the Company applied a marketability discount of 5%, it would have resulted in a corresponding change in fair value of approximately $34,486 (January 31, 2024 - $30,188) in income (loss).

The sensitivity analysis is intended to reflect the significant uncertainty inherent in the valuation of private investments under current market conditions, and the results cannot be extrapolated due to non-linear effects that changes in valuation assumptions may have on the estimated fair value of these investments. Furthermore, the analysis does not indicate a probability of changes occurring and it does not necessarily represent the Company's view of expected future changes in the fair value of these investments. Any management actions that may be taken to mitigate the inherent risks are not reflected in this analysis.

13. Related party disclosures

These consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary Aberdeen (Barbados) Inc. incorporated in Barbados.

Compensation of key management personnel of the Company

In accordance with IAS 24, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company. The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends.

The remuneration of directors and other members of key management personnel during the years ended January 31, 2025 and 2024 were as follows:

	Years ended January 31
	2025	2024
Short-term benefits (*)	$ 919,649	$ 818,400
Share-based payments	75,694	-
	$ 995,343	$ 818,400

Benefits included fees paid to Forbes & Manhattan, Inc.

As at January 31, 2025, the Company had accounts payable and accrued liabilities balance of $28,000 (January 31, 2024 - $24,000) in DSU accrual. Such amounts are unsecured, non-interest bearing and with no fixed terms of payment.

As at January 31, 2025, the Company had accounts payable and accrued liabilities balance of $268,236 (January 31, 2024 - $716,732) due to officers, former officers and directors of the Company. Such amounts are unsecured, non-interest bearing and with no fixed terms of payment.

As at January 31, 2025, the Company had amounts receivable balance of $41,723 (January 31, 2024 - $15,731) due from AMMP. Such amounts are unsecured, non-interest bearing and with no fixed terms of payment. An officer of the Company, Ryan Ptolemy, is a former officer of AMMP.

During the year ended January 31, 2025 the Company settled $105,000 of accounts payable owing to a director of the Company with the exchange 25,000 Brazil Potash Common Shares.

ABERDEEN INTERNATIONAL INC.

Notes to the Consolidated Financial Statements

January 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise noted)

13. Related party disclosures (continued)

The Company shares office space with other companies who may have common officers and directors. The costs associated with the use of this space, including the provision of office equipment and supplies, are administered by 2227929 Ontario Inc. to whom the Company pays a monthly fee of $30,000 plus HST. During the year ended January 31, 2025, the Company incurred $406,800 (January 31, 2024 - $406,800) in shared expenses. As at January 31, 2025, the Company had accounts payable and accrued liabilities balance of $1,343,534 (January 31, 2024 - $987,047) with 2227929 Ontario Inc. to cover shared expenses. The amounts outstanding are unsecured with no fixed terms of repayment. Fred Leigh, a director and officer of the Company, is also a director of 2227929 Ontario Inc.

Stan Bharti, a former director and former officer of the Company, is the Executive Chairman of Forbes & Manhattan, Inc. ("F&M"), a corporation that provides administrative and consulting services to the Company, including but not limited to strategic planning and business development. F&M charges a monthly consulting fee of $25,000 plus HST. During the year ended January 31, 2025, the Company incurred $300,000 plus HST (January 31, 2024 - $300,000 plus HST) in consulting fees. As at January 31, 2025, the Company had accounts payable and accrued liabilities balance of $25,000 (January 31, 2024 - $367,250) with F&M. During the year ended January 31, 2025 the Company settled $678,000 of accounts payable owing to F&M through the issuance of 13,560,000 shares of the Company (Note 7).

The Company was party to a cost sharing policy with F&M whereby the Company will be responsible for 50% of costs, including any reasonable third party costs such as legal, technical, and/or accounting expenses jointly incurred in connection with, or arising as a result of the pursuit of certain investment opportunities and the subsequent development of any such investment opportunities that are acquired by the Company and F&M up to a maximum of $500,000. In the event any expenses incurred with respect to the investment opportunities are recouped by either party, such amounts will be allocated 50% to each party. On March 27, 2017, the Board amended the cost sharing agreement whereby the Company would pay all legal, technical, and/or accounting expenses in connection with or arising as a result of the pursuit of certain investment opportunities and the subsequent development of any such investment opportunities that are acquired by the Company and F&M. During the year ended January 31, 2025, the Company incurred $nil (2024 - $nil) of legal and professional fees. As at January 31, 2025, $1,550,300 (January 31, 2024 - $1,550,300) had been incurred by the Company.

The Company provided loans to and earned interest and debt arrangement fees from companies of which directors and officers are also directors and officers of Aberdeen. The Company also had debt financing from companies of which directors and officers are also directors and officers of Aberdeen. Directors and officers of Aberdeen may also hold investments in these companies. See note 3 and note 5 for details.

The following is a list of total investments and the nature of the relationship of the Company's directors or officers with the investment as of January 31, 2025 and 2024.

Investment	Nature of relationship
As at January 31, 2025:
Brazil Potash Corp	Director (Stan Bharti), former officer (Chris Younger) and officer (Ryan Ptolemy)
Euro Sun Mining Inc	Officer (Ryan Ptolemy)
International Cobalt Inc.*	10% security holder (Aberdeen)
Consolidated Lithium Metals Inc.	Officer (Ryan Ptolemy)
Q-Gold Resources Ltd.	10% security holders (Aberdeen, Stan Bharti), Former officer (Ryan Ptolemy)
Investment	Nature of relationship
As at January 31, 2024:
AmmPower Corp.	Officer (Ryan Ptolemy)
Brazil Potash Corp.*	Director (Stan Bharti), former officer (Chris Younger) and officer (Ryan Ptolemy)
EV Technology Group Ltd.	Officer (Ryan Ptolemy)
International Cobalt Inc.*	10% security holder (Aberdeen)
Consolidated Lithium Metals Inc.	Officer (Ryan Ptolemy)
Medivolve Inc.	Former Director (Wen Ye)
O2Gold Inc.	Former officer (Ryan Ptolemy)
Q-Gold Resources Ltd.	10% security holders (Aberdeen, Stan Bharti), Former officer (Ryan Ptolemy)
Temujin Mining Corp.*	Director (Stan Bharti)

*Private company

ABERDEEN INTERNATIONAL INC.

Notes to the Consolidated Financial Statements

January 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise noted)

13. Related party disclosures (continued)

The Company's directors and officers may have investments in and hold management and/or director and officer positions in some of the investments that the Company holds.

The Company has a diversified base of shareholders. To the Company's knowledge, other than Stan Bharti, no shareholder holds more than 10% of the Company's common shares as at January 31, 2025 and 2024.

14. Commitments and contingencies

F&M cost sharing policy - See note 13.

Management contracts

The Company is party to certain management contracts. These contracts contain aggregate minimum commitments of approximately $1,036,400 ranging from 90 days to 12 months and additional contingent payments of up to approximately $1,457,000 upon the occurrence of a change of control. As a triggering event has not taken place, the contingent payments have not been reflected in these consolidated financial statements.

Tax positions

In assessing the probability of realizing income tax assets and the valuation of income tax liabilities, management makes estimates related to expectations of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. The Company considers relevant tax planning opportunities that are within the Company's control, are feasible and within management's ability to implement. Examination by applicable tax authorities is supported by individual facts and circumstances of the relevant tax position examined in light of all available evidence. Where applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates can occur that materially affect the amounts of income tax assets recognized. Also, future changes in tax laws could limit the Company from realizing the tax benefits from the deferred tax assets. The Company reassesses unrecognized income tax assets at each reporting period.

15. Subsequent event

Subsequent to January 31, 2025, 500,000 DSUs were exercised.

ABERDEEN

INTERNATIONAL

Management's Discussion and Analysis

FOR THE YEAR ENDED JANUARY 31, 2025

MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED JANUARY 31, 2025

(All amounts stated in Canadian dollars, unless otherwise indicated)

GENERAL

This management's discussion and analysis of the operations, results and financial condition of Aberdeen International Inc. ("Aberdeen", or the "Company") should be read in conjunction with the consolidated financial statements as at and for the years ended January 31, 2025 and 2024, including the notes thereto. The annual audited consolidated financial statements and related notes of Aberdeen have been prepared in accordance with the International Financial Reporting Standards ("IFRS") issued by the International Accounting Standard Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). A detailed summary of the Company's material accounting policies is included in Note 2 of the Company's annual audited financial statements as at and for the years ended January 31, 2025 and 2024, which have been consistently applied. The Company's functional and reporting currency is in Canadian dollar. Unless otherwise noted, all references to currency in this Management's Discussion and Analysis ("MD&A") refer to Canadian dollars.

Additional information regarding Aberdeen, including our Annual Information Form ("AIF") and press releases, have been filed electronically through the System for Electronic Document Analysis and Retrieval ("SEDAR") and is available online under the Company's profile at www.sedar.com. This MD&A is dated April 28, 2025 and reports on the Company's activities through April 28, 2025.

Aberdeen's common shares trade on the Toronto Stock Exchange ("TSX") under the symbol AAB.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

The MD&A may contain certain "forward-looking information" within the meaning of applicable securities law, which are prospective and reflect management's expectations regarding Aberdeen's future growth, results of operations, performance and business prospects and opportunities. Forward-looking information can often be identified by forward-looking words such as "anticipate", "believe", "expect", "goal", "plan", "intend", "estimate", "may" and "will" or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the Company's plan of business operations; projections regarding future success based on past success; availability of financing on acceptable terms; ability to identify and execute investments; investment philosophy and business purposes; projected costs and expenditures; potential benefits of the business; anticipated returns; potential mineralization; projections regarding the business of investee companies, projection of future revenue; targets for cash operating costs; and future plans and objectives of Aberdeen are forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Aberdeen's expectations include, but are not limited to, in particular, past success or achievement does not guarantee future success; risks related to investment performance, market fluctuations, fluctuations in commodity prices, uncertainties relating to the availability and costs of financing needed for the Company or investee companies, the strength of the Canadian, US and global economies and financial markets, foreign exchange fluctuations, competition, political and economic risks in the countries and financial markets in which the Company's investments' interests are located and other risks described elsewhere in this MD&A under the heading "Risks and Uncertainties" as well as those factors discussed in or referred to in the annual information form of the Company filed under the profile of the Company at www.sedar.com. Estimates and assumptions that have been considered when formulating forward-looking information (include valuation of investments) include, with respect to the investments and investment philosophy of Aberdeen, management expertise and knowledge of the resources industry and the continued involvement of the current management team with Aberdeen. With regards to all information

included herein relating to investee companies, Aberdeen has relied on information provided by its investees as well as any publicly available information disclosed by the respective companies.

Shareholders and prospective investors should be aware that these forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking information. Shareholders are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. Aberdeen undertakes no obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other such factors that affect this information, except as required by law.

OVERVIEW

Aberdeen is a publicly traded global resource investment company and merchant bank focused on small capitalization companies in the metals and mining sector and renewal energy sectors. In general, the Company's investment philosophy is to acquire equity participation in:

pre-IPO and/or early stage public companies with undeveloped and undervalued high-quality resources;
companies in need of managerial, technical and financial resources to realize their full potential;
companies undervalued in foreign capital markets; and
companies operating in jurisdictions with low to moderate local political risk.

Aberdeen's primary investment objective is to realize exceptional returns by investing in pre-IPO and/or early stage public resource companies with undeveloped or undervalued high-quality resources. Aberdeen's investments are carried out according to an opportunistic and disciplined process to maximize returns while minimizing risk, taking advantage of investment opportunities identified from the industry contacts of the Board, the officers of the Company and the members of the Investment Committee.

Aberdeen provides valued-added strategic advice to these companies in addition to investment capital. The Company's strategy is to optimize the return on its investments over a 24 to 36-month investment time frame. Aberdeen also has access to key experts in the mining and financial sectors who can provide further assistance in evaluating and monitoring companies and their progress.

The Company began operating as a global resource investment company and merchant bank in October 2007. As at January 31, 2025, the equity portfolio had investments in twenty-two companies with an estimated fair market value of $4,980,095 (cost – $27,361,561).

On July 31, 2024, the Company appointed Fred Leigh as Chief Executive Officer ("CEO") and director, replacing Martin Schiermann the former CEO and director of the company. Mr. Leigh has been involved in the resource sector for more than 35 years and has had a significant role as founder, director and/or investor in many public companies. Mr. Leigh is also the founder and President of VC7K Capital Inc. a privately held company which, for over 18 years, has invested in early stage opportunities in the resource sector.

On December 5, 2024, the Company appointed Dev Shetty as chief executive officer and as executive chairman of the Company's board of directors, effective immediately. Mr. Shetty's appointment follows Fred Leigh's resignation as chief executive officer of the company, though Mr. Leigh will remain on the board.

FISCAL 2025 PERFORMANCE HIGHLIGHTS

Operating Results	Three months ended January 31, 2025,		Years ended January 31,
	2025	2024	2025	2024
	$	$	$	$
Realized gain (loss) on investments	543,885	(4,004,948)	(9,384,427)	(7,345,251)
Unrealized (loss) gain on investments	(9,623,618)	(1,005,340)	1,615,194	(7,886,861)
Net investment (loss)	(9,079,733)	(5,010,288)	(7,769,233)	(15,232,112)
Other revenue	10,760	(14,569)	51,932	57,789
Net loss for the year	(9,044,900)	(6,209,815)	(8,898,928)	(17,797,881)
Basic and diluted (loss) per share	(0.06)	(0.04)	(0.06)	(0.12)
	January 31, 2025	January 31, 2024
---	---	---
Investments	$	$
Total equities, at fair value	4,980,095	13,115,922
Loans receivable	310,541	496,464
Total investments	5,290,636	13,612,386
Shareholders' equity	2,836,612	10,988,920

During the three and twelve months ended January 31, 2025, the Company had a net investment loss of $9,079,733 and $7,769,233 compared to $5,010,288 and $15,232,112 in fiscal 2024. The net investment loss for the three and twelve months ended January 31, 2025 resulted from realized and unrealized gains (losses) on the equity investment portfolio. The Company's net (loss) for the three and twelve months ended January 31, 2025 was $(9,044,900) ($(0.06) per basic share) and $(8,898,928) ($(0.06) per basic share) compared to net (loss) of $(6,209,815) ($0.04) per basic share) and $(17,797,881) ($0.12 per basic share) in fiscal 2024. The net loss for the three and twelve months ended January 31, 2025 resulted from the net investment loss and operating, general and administration expenses. For more details, please see the Results of Operations in this MD&A.

As at January 31, 2025, the Company's total investments decreased to $4,980,095 from $13,115,922 as at January 31, 2024. During the year ended January 31, 2025, the Company's shareholders' equity decreased to $2,836,612 from $10,988,920 as at January 31, 2024. The decrease in the value of the Company's investment portfolio and shareholders' equity during fiscal 2025 was due to overall decline in value on public and private investments, as well as a realized loss on the disposition of AmmPower Corp. ("AMMP") common shares and warrants and Consolidated Lithium Metals Inc ("CLM") shares offset against the realized gains on disposition of Brazil Potash Corp. ("BPC") shares and operating, general and administration expenses. For more details, please see the 2025 Investment Activities in this MD&A.

INVESTMENTS, AT FAIR VALUE THROUGH PROFIT AND LOSS, AS AT JANUARY 31, 2025 AND JANUARY 31, 2024.

At January 31, 2025, the Company's investment portfolio consisted of ten publicly traded investments and twelve privately held investments for a total fair value of $4,980,095

At January 31, 2024, the Company's investment portfolio consisted of nine publicly traded investments and fourteen privately held investments for a total fair value of $13,115,922

PUBLIC INVESTMENTS

At January 31, 2025, the Company had ten publicly traded investments with a total fair value of $4,254,929.

Public Issuer	Note	Security description	Cost	Estimated Fair value	% of FV
Brazil Potash Corp.	(ii)	449,751 common shares	4,754,899	2,853,217	67.0%
Consolidated Lithium Metals Inc.	(ii)	6,699,900 common shares	256,065	66,999	1.6%
Euro Sun Mining Inc.	(ii)	2,490,038 common shares	124,482	218,127	5.1%
		2,490,038 warrants expire November 8, 2026
Gamesquare Esport Inc.		587 common shares	6,698	746	0.0%
O2Gold Inc.		2,800,000 common shares	175,275	266,000	6.3%
Q-Gold Resources Ltd.	(iii)	6,981,667 common shares	832,401	837,800	19.7%
Xander Resources Inc.		71,429 warrants expire April 29, 2025	99,451	12,014	0.2%
Total of 3 other investments	(iii)		1,526,356	26	0.0%
Total public investments			$ 7,775,627	$ 4,254,929	100.0%

Note

At January 31, 2024, the Company had nine publicly traded investments with a total fair value of $1,908,759.

Public Issuer	Note	Security description	Cost	Estimated Fair value	% of FV
AmmPower Corp.	(i,ii)	29,544,925 common shares	$ 10,303,679	$ 738,623	38.7%
		1,000,000 warrants expire Mar 11, 2024
Gamesquare Esport Inc.		587 common shares	6,698	1,579	0.1%
Consolidated Lithium Metals Inc.	(ii)	17,833,333 common shares	681,576	356,667	18.7%
Medivolve Inc.	(ii)	1,606,787 warrants expire Jul 9, 2026	648,875	25,387	1.3%
Q-Gold Resources Ltd.	(iii)	6,531,667 common shares	782,901	457,217	24.0%
Silo Wellness Inc.		69,125 common shares	247,712	691	0.0%
Xander Resources Inc.		7,142,857 warrants expire April 29, 2025	99,451	328,571	17.1%
Total of 2 other investments	(iii)		629,769	24	0.0%
Total public investments			$ 13,400,661	$ 1,908,759	100.0%

Note

(i) The Company owns, on a partially diluted basis, at least a 10% interest in the investee as at January 31, 2024.
(ii) A director and/or officer of the Company is a director and/or officer of the investee corporation as at January 31, 2024
(iii) Total other investments held by the Company are not individually broken out as at January 31, 2024. Directors and officers may hold investments personally.

PRIVATE INVESTMENTS

At January 31, 2025, the Company had twelve privately held investments with a total estimated fair value of $725,166.

Private Issuer	Note	Security description	Cost	Estimated Fair value	% of FV
African Thunder Platinum Limited	(i,ii,iii)	72,440,807 common shares	$ 15,244,893	$ -	0.0%
	(v)	46,230,979 options			0.0%
	(v)	46,230,979 options			0.0%
	(v)	55,477,175 options			0.0%
	(v)	64,723,371 options			0.0%
International Cobalt Inc.	(i,ii)	66.7% of interest	980,000	969	0.1%
NeXGen Biologics Inc.	(iii)	149,253 common shares	633,950	724,197	99.9%
Exploraciones De SI Cordero S.A De C.V.	(iii)	2,820,000 common shares	282,000	-	0.0%
Total of 8 other investments	(iv)		2,445,092	-	0.0%
			$ 19,585,935	$ 725,166	100.0%

Note

(ii) The Company owns, on a partially diluted basis, at least a 10% interest in the investee as at January 31, 2025.

(iii) A director and/or officer of the Company is a director and/or officer of the investee corporation as at January 31, 2025.

(iv) Total other investments held by the Company are not individually broken out as at January 31, 2025. Directors and officers may hold investments personally.

(v) The option period is defined as the period beginning on the earlier of (i) the date upon which proceeds of sale or disposal of all, or part of ATPL assets except Kalplats project; (ii) the date upon which shareholders enter into an agreement to sell all ATPL assets to a third party, and (iii) the date upon which ATPL enters into an agreement with an arm's length third party to sell its rights to Kalplats Project, and ending on the date which is three years thereafter. As none of these conditions have been met, these options are not presently exercisable.

At January 31, 2024, the Company had fourteen privately held investments with a total estimated fair value of $11,207,163.

Private Issuer	Note	Security description	Cost	Estimated Fair value	% of FV
African Thunder Platinum Limited	(i,ii,iii)	72,440,807 common shares	$ 15,244,893	$ -	0.0%
	(v)	46,230,979 options			0.0%
	(v)	46,230,979 options			0.0%
	(v)	55,477,175 options			0.0%
	(v)	64,723,371 options			0.0%
Brazil Potash Corp.	(iii)	2,512,406 common shares	4,430,626	10,552,104	94.1%
International Cobalt Inc.	(i,ii)	66.7% of interest	980,000	21,109	0.2%
NeXtGen Biologics Inc.	(iii)	149,253 common shares	633,950	633,950	5.7%
Exploraciones De SI Cordero S.A De C.V.	(iii)	2,820,000 common shares	282,000	-	0.0%
Total of 9 other investments	(iv)		2,786,622	-	0.0%
			$ 24,358,091	$ 11,207,163	100.0%

Note

(i) The Company owns 66.7% of the outstanding common shares of International Cobalt Inc., and 16.9% of the outstanding common shares and voting rights of African Thunder Platinum Limited ("ATPL"). There are no contractual arrangements, financial support, or other restrictions with these companies. Refer to Note 2 for details relating to the exemption to consolidating particular subsidiaries and the exemption from accounting for associates using the equity method for investment entities.

(ii) The Company owns, on a partially diluted basis, at least a 10% interest in the investee as at January 31, 2024.

(iii) A director and/or officer of the Company is a director and/or officer of the investee corporation as at January 31, 2024.

(iv) Total other investments held by the Company are not individually broken out as at January 31, 2024. Directors and officers may hold investments personally.

(iv) The option period is defined as the period beginning on the earlier of (i) the date upon which proceeds of sale or disposal of all, or part of ATPL assets except Kalplats project; (ii) the date upon which shareholders enter into an agreement to sell all ATPL assets to a third party, and (iii) the date upon which ATPL enters into an agreement with an arm's length third party to sell its rights to Kalplats Project, and ending on the date which is three years thereafter. As none of these conditions have been met, these options are not presently exercisable.

Industry Allocation*

As a percentage of the aggregate fair value of our investment portfolio

Public/Private Company Allocation*

As a percentage of the aggregate fair value of our investment portfolio

2025 INVESTMENT ACTIVITIES

During the year ended January 31, 2025, the Company purchased investments for proceeds of approximately $4.5 million and disposed of investments for proceeds of approximately $5.7 million (details below).

Ammpower Corp. ("AMMP")

During the year ended January 31, 2025, the Company sold all common shares held of AMMP for proceeds of approximately $0.6 million. The Company recognized a realized loss of approximately $9.7 million and unrealized gain of approximately $9.6 million from the reversal of provide period unrealized losses. As at January 31, 2025, AMMP represented approximately 0% of the total assets of the Company.

A 10% decline in the fair market value of AMMP would result in an estimated increase in after-tax loss to Aberdeen of $nil.

Brazil Potash Corp. ("BPC")

During the year ended January 31, 2025, the Company purchased 200,000 shares for approximately $4.3 million and sold 372,099 shares for proceeds of approximately $4.9 million. As at January 31, 2025, the Company held approximately 0.4 million shares of BPC and recognized a realized gain of approximately $1.1 million and an unrealized loss of approximately $7.4 million. During the year ended January 31, 2025, BPC common shares had a cumulative unrealized loss of approximately $1.9 million. As at January 31, 2025, BPC represented approximately 51.3% of the total assets of the Company. A 10% decline in the fair market value of BPC would result in an estimated increase in after-tax loss to Aberdeen of approximately $0.2 million.

Consolidated Lithium Metals Inc. ("CLM")

During the year ended January 31, 2025, the Company sold 11.1 million shares for proceeds of approximately $0.2M. As at January 31, 2025, the Company held approximately 6.7 million shares and recognized a realized loss of approximately $0.3 million, an unrealized gain of approximately $0.1 million and a cumulative unrealized loss of approximately $0.2 million. As at January 31, 2025, CLM represented approximately 1.2% of the total assets of the Company. A 10% decline in the fair market value of CLM would result in an estimated increase in after-tax loss to Aberdeen of approximately $0.01 million. Please refer to CLM's SEDAR profile for additional information on this company.

Eurosun Mining Inc. ("ESM")

During the year ended January 31, 2025, the Company held approximately 2.5 million shares and 2.5 million warrants of ESM and recognized an unrealized gain of approximately $0.1 million. During the year ended January 31, 2025, ESM common shares and warrants had a cumulative unrealized gain of approximately $0.1 million. As at January 31, 2025, ESM represented approximately 4.0% of the total assets of the Company. A 10% decline in the fair market value of BPC would result in an estimated increase in after-tax loss to Aberdeen of approximately $0.02 million.

O2Gold Inc. ("O2Gold")

During the year ended January 31, 2025, the Company purchased 2.8 million shares for $175,275. During the year ended January 31, 2025, O2Gold common shares had an unrealized gain of $0.1 million, and a cumulative unrealized gain of approximately $0.1 million. As at January 31, 2025, O2Gold represented approximately 4.9% of the total assets of the Company. A 10% decline in the fair market value of O2GOLD would result in an estimated increase in after-tax loss to Aberdeen of approximately $0.02 million. Please refer to O2GOLD's SEDAR profile for additional information on this company.

Q-Gold Resources Ltd. ("QGR")

During the year ended January 31, 2025, the Company purchased 450,000 shares for $49,500. As at January 31, 2025, the Company held approximately 7.0 million shares of QGR and recognized an unrealized gain of approximately $0.3 million. As at January 31, 2025, QGR represented approximately 15.3% of the total assets of the Company. A 10% decline in the fair market value of BPC would result in an estimated increase in after-tax loss to Aberdeen of approximately $0.1 million.

Other Public and Private Equity Investments

During the year ended January 31, 2025, the Company had a combined realized loss of approximately $0.3 million unrealized gain of approximately $nil million and a combined cumulative unrealized loss of approximately $20.5 million on the remainder of the Company's public and private investments. As at January 31, 2025, these other public and private investments represented approximately 13.5% of the total assets of the Company. A 10% decline in the fair market value of public and private investments would result in an estimated increase in after-tax loss of approximately $0.1 million.

Please refer to the company's SEDAR profiles for additional information on these companies. Aberdeen does not take any responsibility for its investee SEDAR disclosure and makes no comment as to its accuracy or completeness.

As at January 31, 2025, the fair market value of the Company's total investment portfolio had a cumulative unrealized loss of approximately $22.4 million. The Company had cumulated unrealized loss of approximately $0.8 million from its health care technology holdings, $1.2 million from its energy, $15.5 million from its precious metal holdings, $0.7 million from its other holdings and $4.2 million from its agriculture holdings.

LOANS RECEIVABLE

		January 31, 2025	January 31, 2024
AmmPower Corp.	Unsecured	257,812	253,464
Eurosun Mining Inc.	Unsecured	-	110,000
Sulliden Mining Capital Inc.	Unsecured	52,729	133,000
		$ 310,541	$ 496,464

Ammpower Corp.

The loans are classified as loan receivable, at fair value through profit and loss. These loans are currently in default.

Euro Sun Mining Inc.

On November 8, 2024. The Company settled its ESM loan receivable of $110,000 plus accrued interest of $14,502 in exchange for 2,490,038 common shares and 2,490,038 warrants of ESM exercisable at $0.05. As of January 31, 2025, the loan principal of $nil (January 31, 2024 - $110,000) plus accrued interest of $nil (January 31, 2024 - $4,340) remained outstanding. A former director and an officer of the Company, Martin Schuermann and Ryan Ptolemy, are also a director and an officer of ESM.

Sulliden Mining Capital Inc.

As of January 31, 2024, the loan principal of $133,000 plus accrued interest of $7,721 remained outstanding. An officer of the Company, Ryan Ptolemy, is also a former officer of SMC.

1000090242 Ontario Inc.

As of January 31, 2025 and 2024, the loan principal of US$274,000 ($367,078) plus accrued interest of US$46,753 ($62,635) were fully provided for.

Q-Gold Resources Ltd.

As of January 31, 2025 and 2024, the loan principal of $250,000 plus accrued interest of $67,808 were fully provided for. An officer of the Company, Ryan Ptolemy, is a former officer of QGR.

Medivolve Inc.

On July 8, 2021, the Company participated in Medivolve's private placement financing and

converted an aggregate loan principal plus interest of $1,014,737 and US$536,195 ($672,389) in payment of 24,101,803 units of Medivolve.

As of January 31, 2024, the loan principal of $22,985 plus accrued interest of $35,058 were fully provided for. A former director of the Company, Wen Ye, is a former director of Medivolve.

SELECTED ANNUAL INFORMATION

The following are highlights of audited financial data of the Company for the most recently completed three financial years ended January 31:

	2025 $	2024 $	2023 $
Investment (loss) income & revenue	(7,717,301)	(15,174,323)	(8,715,053)
Net (loss) income for the year	(8,898,928)	(17,797,881)	(13,097,449)
Basic and diluted loss per share	(0.06)	(0.12)	(0.09)
Total assets	5,566,332	13,806,602	30,414,722
Total liabilities	2,729,720	2,817,682	1,632,487
Total dividends declared and distributed	-	-	-

QUARTERLY INFORMATION

The following is a summary of unaudited financial data for the most recently completed eight quarters:

(Tabular amounts in $000, except for per share amounts)

Summary Financial Information for the Eight Quarters Three and Twelve months ended January 31, 2025
Period	Investment gains (losses) & revenues	Total assets	Net income (loss)	Basic and diluted income (loss) per share
2025-4th Qtr	(9,028)	5,566	(9,085)	(0.06)
2025-3rd Qtr	1,861	14,427	1,607	0.01
2025-2nd Qtr	(119)	12,859	(575)	(0.00)
2025-1st Qtr	(431)	13,194	(845)	(0.01)
2024-4th Qtr	(5,024)	14,124	(6,210)	(0.04)
2024-3rd Qtr	(3,318)	19,747	(3,660)	(0.03)
2024-2nd Qtr	(2,959)	23,201	(3,387)	(0.02)
2024-1st Qtr	(3,872)	26,382	(4,541)	(0.03)

During Q1 of 2024, the loss was mainly driven by unrealized loss on the Company's investment portfolio.

During Q2, Q3 and Q4 of 2024, the loss was mainly driven by unrealized loss on the Company's investment portfolio and realized losses on the sale of public investments.

During 2025, the loss was mainly driven by unrealized loss on the Company's investment portfolio and realized losses on the sale of public investments.

10 -

RESULTS OF OPERATIONS

The following is a discussion of the results of operations of the Company for the three and twelve months ended January 31, 2025 and 2024. This should be read in conjunction with the Company's consolidated financial statements for the three and twelve months ended January 31, 2025 and 2024 and related notes.

Three and twelve months ended January 31, 2025 and 2024

	Three months ended January 31, 2025,		Years ended January 31,
	2025	2024	2025	2024
	$	$	$	$
Net income (loss)	(9,044,900)	(6,209,815)	(8,898,928)	(17,797,881)
Realized (loss) on investments	543,885	(4,004,948)	(9,384,427)	(7,345,251)
Unrealized gain (loss) on investments	(9,623,618)	(1,005,340)	1,615,194	(7,886,861)
Interest income	10,760	(14,569)	51,932	57,789
Operating, general and administration	(626,954)	(394,278)	(1,823,514)	(1,839,679)
Transaction costs	(39,795)	(3,223)	(49,300)	(13,346)
Interest (expense)	(26,417)	(66)	(28,016)	(66)
Foreign exchange gain	811,833	(17,798)	813,798	(874)

The net loss for the three and twelve months ended January 31, 2025 was $9,044,900 and $8,898,928 compared to net loss of $6,209,815 and $17,797,881 for the three and twelve months ended January 31, 2024.

The Company's realized gain (loss) on investments was $543,885 and $(9,384,427) during the three and twelve months ended January 31, 2025 compared to realized loss of $4,004,948 and $7,345,251 during the three and twelve months ended January 31, 2024. The Company's unrealized (loss) gain on investments was $(9,623,618) and $1,615,194 for the three and twelve months ended January 31, 2025 compared to an unrealized loss of $1,005,340 and $7,886,861 for the three and twelve months ended January 31, 2024. During the three and twelve months ended January 31, 2025, the Company realized losses of approximately $nil million and $9.7 million from the sale of AMMP common shares and AMMP warrants expiring unexercised and realized loss of approximately $0.2 million from the sale of CLM common shares. This was offset by a gain on the sale of BPC shares of approximately $0.1 and $1.1 million. The unrealized loss on investments during the three and twelve months ended January 31, 2025 was primarily due to approximately $0.1 million increase and $0.3 million decrease in the fair value of XND, an $7.4 million decrease in the fair value and BPC offset by a $0.3 million gain on QRG and a $9.5 million unrealized loss recovery on AMMP.

During the three and twelve months ended January 31, 2025, the Company recorded interest income of $10,760 and $51,932 compared to $(14,569) and $57,789 for the three and twelve months ended December 31, 2024. Interest was earned from the Company's loans receivable. See Loans Receivable Section for details.

Operating, general and administrative expense for the three and twelve months ended January 31, 2025 were $626,954 and $1,823,514 compared to $394,278 and $1,839,679 for the three and twelve months ended January 31, 2025. The increase for the twelve months ended January 31, 2025 was due to an increase in consulting fees, legal accounting and professional fees and general office and administration costs. Major expenses of the Company that comprise general and administrative expenses include consulting fees of $486,864 and $1,360,223 (2024 - $291,850 and $1,328,076) legal, accounting and professional fees of $63,578 and $141,339 (2024 - $26,575 and $118,945), filing and transfer agent fees of $1,904 and $28,013 (2024 - $2,122 and $36,185), shareholder communication and promotion of $8,404 and $45,011 (2024 - $8,190 and $55,089), travel of $8,126 and $37,705 (2024 - $18,236 and $101,721) and general office and administration costs of $58,078 and $211,224 (2024 - $47,306 and $199,664).

The Company recorded $39,795 and $49,300 in transactions costs for the three and twelve months ended January 31, 2025 compared to $3,223 and $13,346 for the three and twelve months ended January 31, 2024. The costs are related to commissions incurred from the sale and purchase of equity investments.

The Company recorded $26,417 and $28,016 in interest expense for the three and twelve months ended January 31, 2025 compared to $66 for the three and twelve months ended January 31, 2025. The costs are related to accrued interest on the Company's loans payable.

The Company recorded a foreign exchange gain of $811,833 and $813,798 during the three and twelve months ended January 31, 2025 compared to a loss of $17,798 and $874 during the three and twelve months ended January 31, 2024. The gain in the current year reflects unfavourable currency fluctuations in the Company's loans receivable and investments denominated in US dollars.

CASH FLOWS

Three and twelve months ended January 31, 2025 and 2024

Cash provided from operating activities during the three and twelve months ended January 31, 2025 was $83,658 and $67,921 compared to $13,675 and $28,404 during the three and twelve months ended January 31, 2024. The difference between the operating cash flow and the net loss reflects the unrealized nature of gain/loss from the Company's investment holdings. Operating cash for the three and twelve months ended January 31, 2025 was largely provided by the $104,601 and $694,497 increase in accounts payable and accrued liabilities as well as $5,003,272 and $5,703,756 provided from the disposal

12 -

of investments offset by $4,427,075 and $4,527,075 used in the purchase of investments. Operating cash for the three and twelve months ended January 31, 2024 was largely provided by $281,062 and $1,240,570 in disposition of investments and net changes in non-cash working capital offset of $255,703 and $1,116,117 offset by the short term loans provided of $(47,980) and $(496,464).

LIQUIDITY AND CAPITAL RESOURCES

Aberdeen relies upon various sources of funds for its ongoing operating activities. These resources include proceeds from dispositions of investments, interest and dividend income from investments, advisory fees, and corporate borrowings on the Company's margin account. Aberdeen provided $67,921 in its operating activities and used $(8,228) in its financing activities during the year ended January 31, 2025. Included in cash provided in operations are $5,703,756 generated from the disposal of portfolio investments, $692,914 from the increase in accounts payable offset by $(4,527,075) used for the purchase of investments. The estimated fair value of its equity portfolio investments is $4,980,095, loan receivable of $310,541, amounts receivable of $135,556, prepaid expenses of $12,960 and cash of $127,180. This was partially offset by liabilities of $2,687,530 and loans payable of $42,190.

In April 2020, the Company received an interest free loan of $40,000 from the Government under the Canada Emergency Business Account ("CEBA Loan") for businesses impacted by the COVID-19. Effective January 1, 2023, interest rate of 5% per annum will be calculated and accrued on any unpaid loan balance. On January 31, 2025, loan principal and accrued interest of $42,190 remained outstanding. The loan matures on December 31, 2026.

OUTLOOK

During the Q4 2025, the Company incurred a net loss of approximately $9.1 million. The Company's portfolio was weaker in Q4 primarily a result of its public and private investments.

Aberdeen manages its portfolio among three broad categories of investments in the metals and mining sector and renewal energy sectors and over the longer investment cycle will vary its target ratio between the three categories:

Long-term opportunities: Dominantly private companies where Aberdeen can acquire a meaningful controlling position through an equity investment or convertible loans. The holding period is expected to be three plus years. For these types of investments, Aberdeen will typically seek to take a lead role in financing and strategic planning. Aberdeen would expect to achieve liquidity from a public listing in the future, or through a merger/acquisition of the private assets.
Short/medium-term opportunities: Dominantly small or microcap public companies with moderate to low trading liquidity. Aberdeen will typically enter a position in a private placement where it can obtain warrants as well as common shares, and in many cases, may be a significant shareholder (i.e. >5%) of the Company. The holding period is expected to be six months to two years. While Aberdeen may not be a lead investor in these cases, it will seek to maintain close contact with management and monitor the growth and risk against our expectations and seek liquidity as the Company delivers on its growth targets.
Trading opportunities: Aberdeen will at times maintain small minority positions in companies where it can capitalize on its expertise in the sector to realize on short-term opportunities or catalysts. Typically, positions would be held for less than six months. This is not a focus for management currently.
13 -

14 -

COMMITMENT AND CONTINGENCIES

Management contracts

Tax positions

F&M costs sharing policy

The Company was party to a cost sharing policy with F&M whereby the Company will be responsible for 50% of costs, including any reasonable third-party costs such as legal, technical, and/or accounting expenses jointly incurred in connection with, or arising as a result of the pursuit of certain investment opportunities and the subsequent development of any such investment opportunities that are acquired by the Company and F&M up to a maximum of $500,000. In the event any expenses incurred with respect to the investment opportunities are recouped by either party, such amounts will be allocated 50% to each party. On March 27, 2017, the Board amended the cost sharing agreement whereby the Company would pay all legal, technical, and/or accounting expenses in connection with or arising as a result of the pursuit of certain investment opportunities and the subsequent development of any such investment opportunities that are acquired by the Company and F&M. During the year ended January 31, 2025, the Company incurred $nil (2024 - $nil) of legal and professional fees. As at January 31, 2025, $1,550,300 (January 31, 2024 - $1,550,300) had been incurred by the Company.

FINANCIAL INSTRUMENTS

Fair value

IFRS requires that the Company disclose information about the fair value of its financial assets and liabilities. Fair value estimates are made at the statements of financial position date, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties in significant matters of judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

The Company has determined the carrying value of its financial instruments as follows:

i. The carrying value of cash, amounts receivable, due to brokers, accounts payable and accrued liabilities reflected on the statements of financial position approximate fair value because of the limited terms of these instruments.

ii. Loans receivable, public and private investments are carried at amounts in accordance with the Company's accounting policies as set out in Note 2 of the annual audited consolidated financial statements as at and for the years ended January 31, 2025 and 2024.

iii. Prior to maturity, the outstanding loans receivable are carried at their discounted value. Following their maturity, loans receivable is carried at their estimated realizable value.

The following table illustrates the classification of the Company's financial instruments, measured at fair value on the statements of financial position as at January 31, 2024 and 2024 categorized into levels of the fair value hierarchy:

| Financial assets (liabilities), fair value | Level 1
(Quoted Market price) | Level 2
(Valuation technique -observable market inputs) | Level 3
(Valuation technique - non-observable market inputs) | Total |
| --- | --- | --- | --- | --- |
| Publicly traded investments | $ 4,149,289 | $ - | $ - | $ 4,149,289 |
| Non-trading warrants on public investments | - | 105,640 | - | 105,640 |
| Loans receivable, at fair value through profit and loss | - | 257,812 | - | 257,812 |
| Private investments | - | - | 725,166 | 725,166 |
| DSU in accounts payable and accrued liabilities | (28,000) | - | - | (28,000) |
| January 31, 2025 | $ 4,121,289 | $ 363,452 | $ 725,166 | $ 5,209,907 |
| Publicly traded investments | $ 1,554,801 | $ - | $ - | $ 1,554,801 |
| Non-trading warrants on public investments | - | 353,958 | - | 353,958 |
| Loans receivable, at fair value through profit and loss | - | 253,464 | - | 253,464 |
| Private investments | - | - | 11,207,163 | 11,207,163 |
| DSU and WTS in accounts payable and accrued liabilities | (24,000) | - | - | (24,000) |
| January 31, 2024 | $ 1,530,801 | $ 607,422 | $ 11,207,163 | $ 13,345,386 |

The following table presents the changes in fair value measurements of financial instruments classified as Level 3 for the periods ended January 31, 2025 and January 31, 2024. These financial instruments are measured at fair value utilizing non-observable market inputs. The net realized and unrealized gain are recognized in the statements of income (loss).

Investments, fair value	Year ended January 31, 2025	Year ended January 31, 2024
Balance, beginning of year	$ 11,207,163	$ 14,355,890
Transferred (to) Level 1	(13,135,338)	-
Investments sold	(104,575)	-
Unrealized foreign exchange gain	748,375	-
Unrealized and realized gain (loss), net	2,009,541	(3,148,727)
Balance, end of year	$ 725,166	$ 11,207,163

The following table presents the fair value, categorized by key valuation techniques and the unobservable inputs used within Level 3 as January 31, 2025 and 2024:

January 31, 2025
Description	Fair value	Valuation technique	Significant unobservable input(s)	Range of significant unobservable inputs
International Cobalt Inc.	969	Net asset value	Marketability of shares	0% discount
NeXtGen Biogenetics Inc.	724,197	Recent financing	Marketability of shares	0% discount
	$ 725,166
January 31, 2024
Description	Fair value	Valuation technique	Significant unobservable input(s)	Range of significant unobservable inputs
Brazil Potash Corp.	10,552,104	Consensus pricing	Marketability of shares	US$1.00 to US4.00 per share
International Cobalt Inc.	21,109	Net asset value	Marketability of shares	0% discount
NeXtGen Biogenetics Inc.	633,950	Recent financing	Marketability of shares	0% discount
	11,207,163

As valuations of investments for which market quotations are not readily available, are inherently uncertain, may fluctuate within short periods of time and are based on estimates, determination of fair value may differ materially from the values that would have resulted if a ready market existed for the investments. Given the size of the private investment portfolio, such changes may have a significant impact on the Company's financial condition or operating results.

Brazil Potash Corp.

International Cobalt Inc.

NeXtGen Biologics Inc.

The valuation was based on NeXtGen Biologics Inc's most recent financing of US$3.35. Management has determined that there are no reasonably possible alternative assumptions that would change the fair value significantly as at January 31, 2025. As at January 31, 2025, a +/- 10% change in the fair value of NeXtGen Biogenetics Inc. will result in a corresponding +/- $72.420 change in income (loss) (January 31, 2025 - $63,395). Had the Company applied a marketability discount of 5%, it would have resulted in a corresponding change in fair value of approximately $34,486 (January 31, 2024 - $30,188) in income (loss).

The sensitivity analysis is intended to reflect the significant uncertainty inherent in the valuation of private investments under current market conditions, and the results cannot be extrapolated due to nonlinear effects that changes in valuation assumptions may have on the estimated fair value of these investments. Furthermore, the analysis does not indicate a probability of changes occurring and it does not necessarily represent the Company's view of expected future changes in the fair value of these investments. Any management actions that may be taken to mitigate the inherent risks are not reflected in this analysis.

TRANSACTIONS WITH RELATED PARTIES

The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary Aberdeen (Barbados) Inc. incorporated in Barbados.

Compensation of Key Management Personnel of the Company

The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends.

The remuneration of directors and other members of key management personnel during the years were as follows:

	Years ended January 31
	2025	2024
Short-term benefits (*)	$ 919,649	$ 818,400
Share-based payments	75,694	-
	$ 995,343	$ 818,400

Benefits included fees paid to Forbes & Manhattan, Inc.

During the year ended January 31, 2025 the Company settled $105,000 of accounts payable owing to a director of the Company with the exchange 25,000 Brazil Potash Common Shares.

$367,250) with F&M. During the year ended January 31, 2025 the Company settled $678,000 of accounts payable owing to F&M through the issuance of 13,560,000 shares of the Company.

The following is a list of total investments and the nature of the relationship of the Company's directors or officers with the investment as of January 31, 2025 and 2024.

Investment	Nature of relationship
As at January 31, 2025:
Brazil Potash Corp	Director (Stan Bharti), former officer (Chris Younger) and officer (Ryan Ptolemy)
Euro Sun Mining Inc	Officer (Ryan Ptolemy)
International Cobalt Inc.*	10% security holder (Aberdeen)
Consolidated Lithium Metals Inc.	Officer (Ryan Ptolemy)
Q-Gold Resources Ltd.	10% security holders (Aberdeen, Stan Bharti), Former officer (Ryan Ptolemy)
Investment	Nature of relationship
As at January 31, 2024:
AmmPower Corp.	Officer (Ryan Ptolemy)
Brazil Potash Corp.*	Director (Stan Bharti), former officer (Chris Younger) and officer (Ryan Ptolemy)
EV Technology Group Ltd.	Officer (Ryan Ptolemy)
International Cobalt Inc.*	10% security holder (Aberdeen)
Consolidated Lithium Metals Inc.	Officer (Ryan Ptolemy)
Medivolve Inc.	Former Director (Wen Ye)
O2Gold Inc.	Former officer (Ryan Ptolemy)
Q-Gold Resources Ltd.	10% security holders (Aberdeen, Stan Bharti), Former officer (Ryan Ptolemy)
Temujin Mining Corp.*	Director (Stan Bharti)

Private company

The Company's directors and officers may have investments in and hold management and/or director and officer positions in some of the investments that the Company holds.

OFF BALANCE SHEET ARRANGEMENTS

The Company is not committed to any off-balance sheet arrangements.

CRITICAL ACCOUNTING ESTIMATES

The Company's accounting policies are described in Note 2 of the annual audited consolidated financial statements for the years ended January 31, 2025 and 2024. The preparation of annual audited financial statements in conformity with IFRS requires management to make estimates and assumptions which affect the amounts reported in the financial statements and accompanying notes. The following is a list of the accounting policies that the Company believes are critical, due to the degree of uncertainty regarding the estimates and assumptions involved and the magnitude of the asset, liability, revenue or expense being reported.

Investments

Purchases and sales of investments are recognized on a trade date basis. Public and private investments at fair value through profit or loss are initially recognized at fair value with changes in fair value reported in profit (loss).

At each financial reporting period, the Company's management estimates the fair value of its investments based on the criteria below and reflects such valuations in the annual audited financial statements.

Transaction costs are expensed as incurred in profit (loss). The determination of fair value requires judgment and is based on market information where available and appropriate. At the end of each financial reporting period, the Company's management estimates the fair value of investments based on the criteria below and reflects such changes in valuations in the statements of comprehensive loss. The Company is also required to present its investments (and other financial assets and liabilities reported at fair value) into three hierarchy levels (Level 1, 2, or 3) based on the transparency of inputs used in measuring the fair value, and to provide additional disclosure in connection therewith. The three levels are defined as follows:

Level 1 – investment with quoted market price;
Level 2 – investment which valuation technique is based on observable market inputs; and
Level 3 – investment which valuation technique is based on non-observable market inputs.

Publicly traded investments:

Securities, including shares, options, and warrants that are traded on a recognized securities exchange and for which no sales restrictions apply are recorded at fair values based on quoted closing prices at the statements of financial position date or the closing price on the last day the security traded if there was no trades at the statements of financial position date. These are included in Level 1.
Securities that are traded on a recognized securities exchange but are escrowed or otherwise restricted as to sale or transfer are recorded at amounts discounted from market value. Shares that are received as part of a private placement that are subject to a standard four-month hold period are not discounted. In determining the discount for such investments, the Company considers the nature and length of the restriction, business risk of the investee corporation, relative trading volume and price volatility and any other factors that may be relevant to the ongoing and realizable value of the investments. These are included in Level 2.
Warrants or options of publicly traded securities which do not have a quoted price are carried at an estimated fair value calculated using the Black-Scholes option pricing model if sufficient and reliable
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observable market inputs are available. If no such market inputs are available or reliable, the warrants and options are valued at intrinsic value. These are included in Level 2.

Performance Shares are convertible into common shares if or when the investee companies meet certain milestones. These Performance Shares are recorded at fair value when the certainty of meeting these milestones is reasonably assured. These are included in Level 3.

Privately held investments:

Securities in privately-held companies (other than options and warrants) are initially recorded at cost, being the fair value at the time of acquisition. At the end of each financial reporting period, the Company's management estimates the fair value of investments based on the criteria below and reflects such valuations in the annual audited financial statements. These are included in Level 3. Options and warrants of private companies are carried at their intrinsic value.

With respect to valuation, the financial information of private companies in which the Company has investments may not always be available, or such information may be limited and/or unreliable. Use of the valuation approach described below may involve uncertainties and determinations based on the Company's judgment and any value estimated from these may not be realized or realizable. In addition to the events described below, which may affect a specific investment, the Company will take into account general market conditions when valuing the privately held investments in its portfolio. The absence of these events or any significant change in general market conditions indicates generally that the fair value of the investment has not materially changed.

An upward adjustment is considered appropriate and supported by pervasive and objective evidence when a significant subsequent equity financing by an unrelated investor at a transaction price higher than the Company's carrying value occurs; or if there have been significant corporate, political or operating events affecting the investee company that, in management's opinion, have a positive impact on the investee company's prospects and therefore its fair value. In these circumstances, the adjustment to the fair value of the investment will be based on management's judgment and any value estimated may not be realized or realizable. Such events include, without limitation:
political changes in a country in which the investee company operates that, for example, reduce the corporate tax burden, permit mining where, or to an extent that, it was not previously allowed, or reduce or eliminate the need for permitting or approvals;
receipt by the investee company of environmental, mining, aboriginal or similar approvals, which allow the investee company to proceed with its project(s);
filing by the investee company of a National Instrument 43-101 technical report in respect of a previously non-compliant resource;
release by the investee company of positive exploration results, which either proves or expands their resource prospects; and
important positive management changes by the investee company that the Company's management believes will have a very positive impact on the investee company's ability to achieve its objectives and build value for shareholders.
Downward adjustments to carrying values are made when there is evidence of a decline in value as indicated by the assessment of the financial condition of the investment based on third party financing, operational results, forecasts, and other developments since acquisition, or if there have been significant corporate, political or operating events affecting the investee company that, in management's opinion, have a negative impact on the investee company's prospects and therefore
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its fair value. The amount of the change to the fair value of the investment is based on management's judgment and any value estimated may not be realized or realizable. Such events include, without limitation:

political changes in a country in which the investee company operates that increases the tax burden on companies, that prohibit mining where it was previously allowed, that increases the need for permitting or approvals, etc.;
denial of the investee company's application for environmental, mining, aboriginal or similar approvals that prohibit the investee company from proceeding with its projects;
the investee company releases negative exploration results;
changes to the management of the investee company take place that the Company believes will have a negative impact on the investee company's ability to achieve its objectives and build value for shareholders;
the investee company is placed into receivership or bankruptcy; and
based on financial information received from the investee company, it is apparent to the Company that the investee company is unlikely to be able to continue as a going concern.

The resulting values may differ from values that would be realized had a ready market existed. The amounts at which the Company's privately held investments could be disposed of may differ from the carrying value assigned. Such differences could be material.

Investments in associates:

Investments in associates are those entities over which the Company has or is deemed to have significant influence, but not control over, the financial and operating policies. Investments in associates are held as part of the Company's investment portfolio and carried in the statement of financial position at fair value even though the Company may have significant influence over the companies. This treatment is permitted by IAS 28, Investments in Associates and Joint Ventures ("IAS 28"), which allows investments held by venture capital or similar organizations to be excluded from its scope where those investments are measured at fair value through profit or loss in accordance with IFRS 9, with changes in fair value recognized in the statement of comprehensive (loss) within unrealized gains or losses on investments.

Investments with control:

The Company owns 16.9% of the outstanding common shares and voting rights of African Thunder and 66.7% of the outstanding common shares and voting rights of International Cobalt Inc. There are no contractual arrangements, financial support, or other restrictions with these corporations. The Company has reviewed the guidance on the adoption of IFRS 10, Consolidated Financial Statements, and determined that it qualifies for the exemption from consolidation given that the Company has the following typical characteristics of an investment entity, with the exception of Aberdeen (Barbados) Inc. to the extent that these subsidiaries provide services that relate to the Company's investment activities.

As a result of this exemption, the Company's investment in these companies are recorded as a financial instrument, similarly to Aberdeen's other private investments.

Loans receivable:

Debentures issued are classified at amortized cost and are adjusted for expected credit losses.
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Convertible debentures and convertible notes issued from publicly traded companies are classified at fair value through profit and loss and carried at the higher of the value of the loan or the fair value of the common shares or units receivable from the conversion assuming the conversion can be done at the Company's option.

Financial assets other than investments at fair value

Financial assets which are managed to collect contractual cash flows made up of principal and interest are designated as at amortized cost. All other financial assets are designated as at fair value through profit or loss. All financial assets are recognized initially at fair value plus, in the case of financial assets designated at amortized cost, directly attributable transaction costs. Financial assets at amortized cost are measured at initial cost-plus interest calculated using the effective interest rate method less cumulative repayments and any adjustment for expected credit losses.

A financial asset is derecognized when the rights to receive cash flows from the asset have expired, or the Company has transferred substantially all the risks and rewards of the asset. The Company assesses at each reporting date whether there is any objective evidence that a financial asset is impaired. For amounts deemed to be impaired, the impairment provision is based upon the expected loss.

Income Taxes

Income tax expense comprises of current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to the translation gain or loss on the royalty division, recognized directly in other comprehensive income or loss.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Share-Based Payments

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in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.

For options that expire unexercised, the recorded value is transferred to retained earnings.

RISKS AND UNCERTAINTIES

The investment in pre-IPO and early stage public resource companies involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. Certain risk factors listed below are related to investing in the resource industry in general while others are specific to Aberdeen. For an additional discussion of risk factors and other information please refer to the Company's Annual Information Form under the profile of the Company at www.sedar.com.

Portfolio Exposure

Given the nature of Aberdeen's activities, the results of operations and financial condition of the Company are dependent upon the market value of the securities that comprise the Company's investment portfolio. Market value can be reflective of the actual or anticipated operating results of companies in the portfolio and/or the general market conditions that affect the resource sector. Various factors affecting the resource sector could have a negative impact on Aberdeen's portfolio of investments and thereby have an adverse effect on its business. Additionally, the Company's investments are mostly in small-cap businesses that may never mature or generate adequate returns or may require a number of years to do so. Junior exploration companies may never achieve commercial discoveries and production. This may create an irregular pattern in Aberdeen's investment gains and revenues (if any) and an investment in the Company's securities may only be suitable for investors who are prepared to hold their investment for a long period of time. Macro factors such as fluctuations in commodity prices and global political and economical conditions could have an adverse effect on the resource industry, thereby negatively affecting the Company's portfolio of investments. Company-specific risks, such as the risks associated with mining operations generally, could have an adverse effect on one or more of the investments in the portfolio at any point in time. Company-specific and industry-specific risks that materially adversely affect the Company's investment portfolio may have a materially adverse impact on operating results.

Concentration of Investments

Other than as described herein, there are no restrictions on the proportion of the Company's funds and no limit on the amount of funds that may be allocated to any particular investment. The Company may participate in a limited number of investments and, as a consequence, its financial results may be substantially adversely affected by the unfavourable performance of a single investment. Completion of one or more investments may result in a highly concentrated investment in a particular company, commodity or geographic area, resulting in the performance of the Company depending significantly on the performance of such company, commodity or geographic area. As at January 31, 2025, BPC represented approximately 51.3% of the Company's total assets. As a result, the valuation of this investments and the overall financial condition of the Company depends on the performance of this investee companies.

Private Issuers and Illiquid Securities

Aberdeen invests in securities of private issuers. Securities of private issuers may be subject to trading restrictions, including hold periods, and there may not be any market for such securities. These limitations may impair the Company's ability to react quickly to market conditions or negotiate the most favourable terms for exiting such investments. Investments in private issuers are subject to a relatively high degree of risk. There can be no assurance that a public market will develop for any of Aberdeen's private company investments, or that the Company will otherwise be able to realize a return on such investments.

The value attributed to securities of private issuers will be the cost thereof, subject to adjustment in limited circumstances, and therefore may not reflect the amount for which they can actually be sold. Because valuations, and in particular valuations of investments for which market quotations are not readily available, are inherently uncertain, may fluctuate within short periods of time and may be based on

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estimates, determinations of fair value may differ materially from the values that would have resulted if a ready market had existed for the investments.

Aberdeen also invests in illiquid securities of public issuers. A considerable period of time may elapse between the time a decision is made to sell such securities and the time the Company is able to do so, and the value of such securities could decline during such period. Illiquid investments are subject to various risks, particularly the risk that the Company will be unable to realize its investment objectives by sale or other disposition at attractive prices or otherwise be unable to complete any exit strategy. In some cases, the Company may be prohibited by contract or by law from selling such securities for a period of time or otherwise be restricted from disposing of such securities. Furthermore, the types of investments made may require a substantial length of time to liquidate.

The Company may also make direct investments in publicly-traded securities that have low trading volumes. Accordingly, it may be difficult to make trades in these securities without adversely affecting the price of such securities.

Cash Flow and Revenue

Aberdeen's revenue and cash flow is generated primarily from financing activities, proceeds from the disposition of investments and management fees from Ore. The availability of these sources of income and the amounts generated from these sources are dependent upon various factors, many of which are outside of the Company's direct control. The Company's liquidity and operating results may be adversely affected if its access to the capital markets is hindered, whether as a result of a downturn in the market conditions generally or to matters specific to the Company, or if the value of its investments decline, resulting in losses upon disposition.

Dependence on Management, Directors and Investment Committee

Aberdeen is dependent upon the efforts, skill and business contacts of key members of management, for among other things, the information and deal flow they generate during the normal course of their activities and the synergies that exist amongst their various fields of expertise and knowledge. Accordingly, the Company's success may depend upon the continued service of these individuals who are not obligated to remain consultants to Aberdeen. The loss of the services of any of these individuals could have a material adverse effect on the Company's revenues, net income and cash flows and could harm its ability to maintain or grow existing assets and raise additional funds in the future.

Sensitivity to Macro-Economic Conditions

Due to the Company's focus on the resource industry, the success of Aberdeen's investments is interconnected to the strength of the mining, agriculture and other commodity industries. The Company may be adversely affected by the falling share prices of the securities of investee companies; as Aberdeen's share prices have directly and negatively affected the estimated value of Aberdeen's portfolio of investments. The Company may also be adversely affected by fluctuations in commodity prices which may dictate the prices at which resource companies can sell their product. The participation and involvement of Aberdeen representatives with investee companies, the related demand on their time and the capital resources required of Aberdeen may be expected to increase in the event of any weaknesses in the macro-economic conditions affecting these companies, as it would be expected that the Company would be required to expend increased time and efforts reviewing strategic alternatives and attracting any funding required for such investee companies. The factors affecting current macro-economic conditions are beyond the control of the Company.

Possible Volatility of Stock Price

The market prices of the Company's common shares have been and may continue to be subject to wide fluctuations in response to factors such as actual or anticipated variations in its results of operations, changes in financial estimates by securities analysts, general market conditions and other factors. Market fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations may adversely affect the market price of the common shares.

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The purchase of common shares involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. Securities of the Company should not be purchased by persons who cannot afford the possibility of the loss of their entire investment. Furthermore, an investment in the Company should not constitute a major portion of an investor's portfolio.

Trading Price of Common Shares Relative to Net Asset Value

Aberdeen is neither a mutual fund nor an investment fund and due to the nature of its business and investment strategy and the composition of its investment portfolio, the market price of its common shares, at any time, may vary significantly from the Company's net asset value per common share. This risk is separate and distinct from the risk that the market price of the common shares may decrease.

Available Opportunities and Competition for Investments

The success of the Company's operations will depend upon: (i) the availability of appropriate investment opportunities; (ii) the Company's ability to identify, select, acquire, grow and exit those investments; and (iii) the Company's ability to generate funds for future investments. Aberdeen can expect to encounter competition from other entities having similar investment objectives, including institutional investors and strategic investors. These groups may compete for the same investments as Aberdeen, may be better capitalized, have more personnel, have a longer operating history and have different return targets. As a result, the Company may not be able to compete successfully for investments. In addition, competition for investments may lead to the price of such investments increasing that may further limit the Company's ability to generate desired returns. There can be no assurance that there will be a sufficient number of suitable investment opportunities available to invest in or that such investments can be made within a reasonable period of time. There can be no assurance that the Company will be able to identify suitable investment opportunities, acquire them at a reasonable cost or achieve an appropriate rate of return. Identifying attractive opportunities is difficult, highly competitive and involves a high degree of uncertainty. Potential returns from investments will be diminished to the extent that the Company is unable to find and make a sufficient number of investments.

Share Prices of Investments

Investments in securities of public companies are subject to volatility in the share prices of the companies. There can be no assurance that an active trading market for any of the subject shares is sustainable. The trading prices of the subject shares could be subject to wide fluctuations in response to various factors beyond Aberdeen's control, including, quarterly variations in the subject companies' results of operations, changes in earnings, results of exploration and development activities, estimates by analysts, conditions in the resource industry and general market or economic conditions. In recent years equity markets have experienced extreme price and volume fluctuations. These fluctuations have had a substantial effect on market prices, often unrelated to the operating performance of the specific companies. Such market fluctuations could adversely affect the market price of the Company's investments.

Additional Financing Requirements

The Company anticipates ongoing requirements for funds to support its growth and may seek to obtain additional funds for these purposes through public or private equity, or debt financing. There are no assurances that additional funding will be available at all, on acceptable terms or at an acceptable level. Any additional equity financing may cause shareholders to experience dilution, and any debt financing would result in interest expense and possible restrictions on the Company's operations or ability to incur additional debt. Any limitations on the Company's ability to access the capital markets for additional funds could have a material adverse effect on its ability grow its investment portfolio.

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No Guaranteed Return

There is no guarantee that an investment in the Company's securities will earn any positive return in the short term or long term. The task of identifying investment opportunities, monitoring such investments and realizing a significant return is difficult. Many organizations operated by persons of competence and integrity have been unable to make, manage and realize a return on such investments successfully. In addition, past performance provides no assurance of future success.

Management of Aberdeen's Growth

Significant growth in the business, as a result of acquisitions or otherwise, could place a strain on the Company's managerial, operational and financial resources and information systems. Future operating results will depend on the ability of senior management to manage rapidly changing business conditions, and to implement and improve the Company's technical, administrative and financial controls and reporting systems. No assurance can be given that the Company will succeed in these efforts. The failure to effectively manage and improve these systems could increase costs, which could have a materially adverse effect the Company's operating results and overall performance.

Due Diligence

The due diligence process undertaken by the Company in connection with investments may not reveal all facts that may be relevant in connection with an investment. Before making investments, the Company conducts due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. When conducting due diligence, the Company may be required to evaluate important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, accountants and investment banks may be involved in the due diligence process in varying degrees depending on the type of investment. Nevertheless, when conducting due diligence and making an assessment regarding an investment, the Company relies on resources available, including information provided by the target of the investment and, in some circumstances, third-party investigations. The due diligence investigation that is carried out with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. Moreover, such an investigation will not necessarily result in the investment being successful.

Exchange Rate Fluctuations

A significant portion of the Company's investment portfolio could be invested in US dollar denominated investments or other foreign currencies. Changes in the value of the foreign currencies in which the Company's investments are denominated could have a negative impact on the ultimate return on its investments and overall financial performance.

Non-controlling Interests

The Company's investments include debt instruments and equity securities of companies that it does not control. Such instruments and securities may be acquired through trading activities or through purchases of securities from the issuer. These investments are subject to the risk that the company in which the investment is made may make business, financial or management decisions with which Aberdeen does not agree or that the majority stakeholders or the management of the investee Company may take risks or otherwise act in a manner that does not serve the Company's interests. If any of the foregoing was to occur, the values of the Company's investments could decrease and its financial condition, results of operations and cash flow could suffer as a result.

Commodity Price

Commodity price risk is the risk that the fair values or cash flows associated with the Company's investments will vary due to changes in the prices of a particular commodity, e.g. oil, natural gas liquids, natural gas, agricultural crops or livestock. The Company's investee companies may engage in various programs to mitigate exposure to commodity price risk.

The Company is exposed to commodity price risk in respect of several of its investments since their revenues are dependent on the market price of metallurgical and thermal coal, petroleum, natural gas or agricultural products. The price of these commodities is volatile and subject to fluctuations that may have a significant effect on the ability of the investee companies to meet their obligations, capital spending targets or commitments, and expected operational results which in turn impacts their fair values as recorded by the Company.

The value of Aberdeen's investment portfolio will be significantly affected by changes in the market price of platinum, palladium, rhodium and other commodities. Platinum prices fluctuate substantially and are affected by numerous factors beyond the control of Aberdeen, including levels of supply and demand, inflation and the level of interest rates, the strength of the US dollar and geopolitical events. Such external economic factors are in turn influenced by changes in international investment patterns, monetary systems and political developments.

Platinum, by its nature, is subject to wide price fluctuations and future material price declines will result in a decrease in revenue or, in the case of severe declines that cause a suspension or termination of production, a complete cessation of revenue from these royalties. The platinum market tends to be cyclical, and a general downturn in overall commodity prices could result in a significant decrease in overall revenue. Any such price decline may result in a material and adverse effect on Aberdeen's profitability, results of operation and financial condition.

The agricultural landscape is evolving at an increasingly fast pace as a result of factors including farm and industry consolidation, agricultural productivity and development and climate change. Farm consolidation in developed markets has been ongoing for decades and is expected to continue as grower demographics shift and advancements in innovative technology and equipment enables farmers to manage larger operations to create economies of scale in a lower-margin, more capital-intensive environment. Increased consolidation in the crop nutrient industry has resulted in greater resources dedicated to expansion, research and development opportunities, leading to increased competition in advanced product offerings and innovative technologies. Some of these competitors have greater total resources or are state-supported, which make them less vulnerable to industry downturns and better positioned to pursue new expansion and development opportunities. The advancement and adoption of technology and digital innovations in agriculture and across the value chain has increased and is expected to further accelerate as grower demographics shift and pressures from consumer preference and governments evolve. The development of seeds that require less crop nutrients, development of full or partial substitutes for potash or developments in the application of crop nutrients such as improved nutrient use or efficiency through use of precision agriculture could also emerge, all of which have the potential to adversely affect the demand for potash and results of operations. The prospective impact of potential climate change on our operations and those of our customers and farmers remains uncertain. Some scientists have suggested that the impacts of climate change could include changing rainfall patterns, water shortages, changing sea levels, changing storm patterns and intensities, and changing temperature levels, and that these changes could be severe. These impacts could vary by geographic location. These factors as well as other factors affecting long term demand for our products and services (such as population growth and changes in dietary habits) could adversely impact our strategy, demand for potash and financial performance.

Mining Operations; Operations in Developing Countries

Third Parties Operations

The value of investment's that Aberdeen hold is based on production or development activities by third party property owners and operators. Aberdeen does not participate in the decision making process, as the owners and operators have the power to determine the manner in which the subject properties are exploited, including decisions to expand, continue or reduce production from a property, decisions about the marketing of products extracted from the property and decisions to advance exploration efforts and conduct development of non-producing properties. The interests of third-party owners and operators and those of Aberdeen on the relevant properties may not always be aligned. As an example, it will usually be in the interest of Aberdeen to advance development and production on properties as rapidly as possible in

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order to maximize near-term cash flow, while third party owners and operators may take a more cautious approach to development as they are at risk on the cost of development and operations.

Exploration, Development and Operating Risks

The exploration for, development, mining and processing of mineral deposits involves significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate. Mining operations generally involve a high degree of risk. The mining operations of African Thunder Platinum (the "Mining Operations") are subject to most of the hazards and risks normally encountered in the exploration, development and production of ore, including unusual and unexpected geology formations, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability.

Mineral exploration is highly speculative in nature. There is no assurance that exploration efforts will be successful. Even when mineralization is discovered, it may take several years until production is possible, during which time the economic feasibility of production may change. Substantial expenditures are required to establish proven and probable mineral reserves through drilling. Because of these uncertainties, no assurance can be given that exploration programs will result in the establishment or expansion of mineral resources or mineral reserves. There is no certainty that the expenditures made by PLASA towards the search and evaluation of mineral deposits will result in discoveries or development of commercial quantities of ore.

Limited Access to Operations Information

As a shareholder, Aberdeen has limited access to data on the operations of investees and to the actual properties themselves. The limited access to data and disclosure regarding the operations of the properties in which Aberdeen has an interest may restrict Aberdeen's ability to enhance its performance that may result in a material and adverse effect on Aberdeen's profitability, results of operation and financial condition.

In addition, the Company relies on projections of platinum production from the Mining Operations that are prepared by African Thunder and their respective advisors for investment valuation purposes. Differences between estimated and actual future platinum production could result in an adverse effect on Aberdeen's results of operations and financial condition.

Impact of Adverse Developments Related to Subject Properties

The investments that Aberdeen holds are significant to the business and valuation of Aberdeen. Any adverse development affecting the operation of, production from or recoverability of reserves from the African Thunder, unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage, hiring suitable personnel and engineering contractors, or securing supply agreements on commercially suitable terms, may have a material adverse effect on Aberdeen's profitability, financial condition and results of operations. In addition, Aberdeen has no control over operational decisions made by the third-party owners and operators of these projects. Any adverse decision made by the owners and operators, including for example, alterations to mine plans or production schedules, may impact the timing and amount of royalty revenue that Aberdeen receives and may have a material adverse effect on Aberdeen's profitability, financial condition and results of operation.

Environmental Risks and Hazards

All phases of the Mining Operations are subject to environmental regulation in the various jurisdictions in which they operate. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental

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regulation, if any, will not adversely affect the Mining Operations. Environmental hazards may exist on the properties that are unknown to the Mining Operations at present which have been caused by previous or existing owners or operators of the properties. African Thunder may become liable for such environmental hazards caused by previous owners or operators of the properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

African Thunder's activities are subject to extensive federal, provincial/state and local laws and regulations governing environmental protection and employee health and safety. Environmental legislation is evolving in a manner that is creating stricter standards, while enforcement, fines and penalties for non-compliance are also increasingly stringent. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations. Further, any failure by African Thunder to comply fully with all applicable laws and regulations could have significant adverse effects on African Thunder, including the suspension or cessation of operations.

The mineral properties of Brazil Potash are located in Brazil. As a result, the operations of the company are exposed to various levels of political, economic and other risks and uncertainties associated with operating in a foreign jurisdiction. These risks and uncertainties include, but are not limited to, currency exchange rates; corruption; price controls; import or export controls; currency remittance; high rates of inflation; labour unrest; renegotiation or nullification of existing permits, applications and contracts; tax disputes; changes in tax policies; restrictions on foreign exchange; changing political conditions; community relations; currency controls; and governmental regulations that may require the awarding of contracts of local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. Changes, if any, in mining or investment policies or shifts in political attitudes in Brazil or other countries in which Brazil Potash may conduct business, may adversely affect the operations of the company. Brazil Potash may become subject to local political unrest or poor community relations that could have a debilitating impact on operations and, at its extreme, could result in damage and injury to personnel and site infrastructure.

Government Regulation, Permits and Licences

The exploration and development activities related to the Mining Operations are subject to various laws governing prospecting, development, production, taxes, labour standards and occupational health, mine safety, toxic substance and other matters. Exploration, development and mining activities are also subject to various laws and regulations relating to the protection of the environment. These laws mandate, among other things, the maintenance of air and water quality standards and land reclamation. These laws also place limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Although the Company is not aware that the Mining Operations are not currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail production or development, mining and milling or that more stringent implementation thereof could have a substantial adverse impact on the Mining Operations.

Government approvals, licences and permits are currently, and will in the future be, required in connection with the Mining Operations. To the extent such approvals are required and not obtained, the Mining Operations may be curtailed or prohibited from proceeding with planned operations, which could have an impact on the business and financial condition of the Company. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Mining

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Operations and cause reduction in levels of production or require abandonment or delays in operations at the Mining Operations.

Permitting

The Mining Operations are subject to receiving and maintaining permits from appropriate governmental authorities. Although the Company believes that the owners and operators of the Mining Operations currently have, or will obtain in due course, all required permits for their respective operations, there is no assurance that delays will not occur in connection with obtaining all necessary renewals of such permits for the existing operations, additional permits for any possible future changes to operations or additional permits associated with new legislation. Prior to any development on any of the properties, permits from appropriate governmental authorities may be required. There can be no assurance that the owners or operators of the Mining Operations will continue to hold all permits necessary to develop or continue operating at any particular property.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed. Parties engaged in Mining Operations may be required to compensate those suffering loss or damage by reason of the mining activities and may be liable for civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permitting requirements, or more stringent application of existing laws, may have a material adverse impact on the owners or operators of the Mining Operations, resulting in increased capital expenditures or production costs, reduced levels of production at producing properties or abandonment or delays in development of properties.

Dependence on Good Relations with Employees

Production at the Mining Operations depends on the efforts of its employees. There is intense competition for geologists and persons with mining expertise. The ability of African Thunder to hire and retain geologists and persons with mining expertise is key to the Mining Operations. Further, relations with employees may be affected by changes in the scheme of labour relations that may be introduced by the relevant South African governmental authorities. Changes in such legislation or otherwise in African Thunder's relationships with their employees may result in strikes, lockouts or other work stoppages, any of which could have a material adverse effect on the Mining Operations. To the extent these factors cause African Thunder to decide to cease or curtail production at one or more of the properties, such decision could have a material adverse effect on the business and financial condition of the Company.

Uninsured Risks

The mining industry is subject to significant risks that could result in damage to, or destruction of, mineral properties or producing facilities, personal injury or death, environmental damage, delays in mining, monetary losses and possible legal liability. Where African Thunder considers it practical to do so, it maintains insurance in amounts that it believes to be reasonable. Such insurance, however, contains exclusions and limitations on coverage. Accordingly, African Thunder's insurance policies may not provide coverage for all losses related to their business (and specifically do not cover environmental liabilities and losses). The occurrence of losses, liabilities or damage not covered by such insurance policies could have a material adverse effect on African Thunder's profitability, results of operations and financial condition. To the extent that these factors cause African Thunder to cease or curtail production, such decision could have a material adverse effect on the business and financial condition of the Company.

Land Title

There can be no assurances that there are no title defects affecting the Mining Operations. African Thunder may not have conducted surveys of the claims in which they hold direct or indirect interests; therefore, the precise area and location of such claims may be in doubt. It is possible that the Mining Operations may be subject to prior unregistered liens, agreements, transfers or claims and title may be affected by, among other things, undetected defects. In addition, African Thunder may be unable to operate the Mining Operations as permitted or to enforce its rights with respect to its Mining Operations. To the

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extent these factors cause African Thunder to decide to cease or curtail production at one or more of the Mining Operations, such decision could have a material adverse effect on the business and financial condition of the Company.

South Africa Country Risks

The Mining Operations are subject to risks normally associated with the conduct of business in South Africa. Risks may include, among others, problems relating to power supply, labour disputes, delays or invalidation of governmental orders and permits, corruption, uncertain political and economic environments, civil disturbances and crime, arbitrary changes in laws or policies, foreign taxation and exchange controls, opposition to mining from environmental or other non-governmental organizations or changes in the political attitude towards mining, limitations on foreign ownership, limitations on repatriation of earnings, infrastructure limitations and increased financing costs. HIV is prevalent in Southern Africa. Employees of African Thunder may have or could contract this potentially deadly virus. The prevalence of HIV could cause substantial lost employee man-hours and may make finding skilled labour more difficult. The above risks may limit or disrupt African Thunder's business activities. The Mining Operations must remain compliant with the Mining Charter and the Black Economic Empowerment ("BEE") participation requirements. However, no assurance can be given that African Thunder will be able to meet the objectives of the Mining Charter going forward, including the 26% historically disadvantaged South Africans ownership objective. There is also no guarantee that the interests of African Thunder will be wholly aligned with the interests of its (direct or indirect) BEE shareholders.

Brazil Country Risks

MULTILATERAL INSTRUMENT 52-109 DISCLOSURE

Evaluation of disclosure controls and procedures

The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in annual filings, interim filings or other reports filed or submitted under provincial and territorial securities legislation, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

We have evaluated the effectiveness of our disclosure controls and procedures and have concluded, based on our evaluation that they are sufficiently effective to provide reasonable assurance that material information relating to the Company is made known to management and disclosed in accordance with applicable securities regulations.

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Internal controls over financial reporting

The Chief Executive Officer (CEO) and Chief Financial Officer (CFO), together with other members of Management, have designed internal controls over financial reporting based on the Internal Control–Integrated Framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO - 1992). These controls are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of annual audited financial statements in accordance with IFRS.

We have not identified any changes to our internal control over financial reporting which would materially affect, or is reasonably likely to materially affect, our internal control over financial reporting.

The CEO and CFO, together with other members of Management, have evaluated the effectiveness of internal controls over financial reporting as defined by National Instrument 52-109, and have concluded, based on our evaluation that they are operating effectively as at January 31, 2025.

SUPPLEMENT TO THE ANNUAL AUDITED FINANCIAL STATEMENTS

As at April 28, 2025, the following common shares, common share purchase warrants, restricted share units (“RSUs”) and deferred share units (“DSUs”) were vested / issued and outstanding:

159,687,282 common shares;
4,350,000 RSUs of which 4,350,000 have vested; and
10,875,00 A&R stock options with an exercise prices ranging from $0.05 to $0.26, expiring on July 29, 2026 to December 5, 2029;
4,665,000 A&R DSUs of which all have vesting;
800,000 old DSU with no fixed vesting date.

AI assistant

Aberdeen International Inc. — Proxy Solicitation & Information Statement 2025

43782_rns_2025-05-26_88832e7c-f26c-4d8f-a169-6926768f51e6.pdf

ABERDEEN INTERNATIONAL INC.

Notice-and-Access

WEBSITES WHERE MEETING MATERIALS ARE POSTED

Solicitation of Proxies

Voting

Appointment and Revocation of Proxies

Voting of Proxies

Registered Shareholders

Non-Registered Shareholders

Adoption of Notice and Access

Voting Securities and Principal Holders

BUSINESS OF THE MEETING

Financial Statements

Appointment of Auditors

Election of Directors

Director Profiles

Meeting Attendance

Other Information about the Director Nominees

Approval of Stock Option Plan

"WHEREAS:

Whistleblower Policy

ABOUT THE BOARD

Independence of the Board

Executive Chairman

Lead Director

Position Descriptions

The Board Mandate

Meetings of Independent Directors

Nomination of Directors

Board Assessments

Majority Voting Policy

Orientation and Continuing Education

Aberdeen's Diversity Policy

COMMITTEES OF THE BOARD

Audit Committee

External Auditor

Corporate Governance Committee

Compensation Committee

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Risks Associated with Compensation

Financial Instruments

Performance Graph

Components of Compensation

Base Fees

Bonus Payments

Long-term Incentives and Options

Stock Option Awards

Restricted Share Unit Incentive Plan

Deferred Share Unit Incentive Plan

Other Compensation Matters

Indebtedness of Directors and Officers

Directors' and Officers' Insurance and Indemnification

2025 Executive Compensation

Summary Compensation Table

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

Value on Pay-Out or Vesting of Incentive Plan Awards

Termination of Employment, Change in Responsibilities, and Employment Contracts

Fred Leigh, Former Chief Executive Officer and Executive Chairman

Stan Bharti, Consultant

Ryan Ptolemy, CFO and Corporate Secretary

DIRECTOR COMPENSATION

Director Summary Compensation Table

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

Value on Pay-Out or Vesting of Incentive Plan Awards

ADDITIONAL INFORMATION AND CONTACT INFORMATION

Additional Information

Board of Directors Approval

SCHEDULE “A”

ABERDEEN INTERNATIONAL INC.

CHARTER OF THE BOARD OF DIRECTORS

I. GENERAL

II. COMPOSITION

III. RESPONSIBILITIES

SCHEDULE "B"

Aberdeen International Inc. Proxy Solicitation & Information Statement 2025