AJN RESOURCES INC.

Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars)

D M C L

dmcl.ca

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

Independent Auditor's Report

To the Shareholders of AJN Resources Inc.

Opinion

We have audited the consolidated financial statements of AJN Resources Inc. (the "Company"), which comprise the consolidated statements of financial position as at July 31, 2025 and 2024, and the consolidated statements of loss and comprehensive loss, cash flows and changes in shareholders' deficiency for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "financial statements").

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at July 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

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 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 financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 to the financial statements, which describes events or conditions that indicate a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters, that in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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

Vancouver	Surrey	Tri-Cities	Victoria
1500 - 1140 West Pender St.
Vancouver, BC V6E 4G1
604.687.4747	200 - 1688 152 St.
Surrey, BC V4A 4N2
604.531.1154	700 - 2755 Lougheed Hwy
Port Coquitlam, BC V3B 5Y9
604.941.8266	320 - 730 View St.
Victoria, BC V8W 3Y7
250.800.4694

Other Information

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

Our opinion on the 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 financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the 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.

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

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

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

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

Auditor's Responsibilities for the Audit of the Financial Statements

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

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the 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 financial statements, including the disclosures, and whether the 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 on the audit resulting in this independent auditor's report is Rakesh Patel.

Dmcl.

DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, BC

November 28, 2025

AJN RESOURCES INC.
Consolidated Statements of Financial Position
(Expressed in Canadian dollars)

	Note	July 31, 2025	July 31, 2024
ASSETS		$	$
Current
Cash		191,599	320,255
GST receivable		14,240	9,490
Prepaid expenses and deposits	5	61,451	50,562
		267,290	380,307
Reclamation bond	6(a)	22,363	19,142
Exploration and evaluation assets	6	429,193	455,698
Equipment	7	64,745	92,920
Total assets		783,591	948,067
LIABILITIES
Current
Accounts payable and accrued liabilities	10	416,002	553,474
Interest payable	8	7,914	15,658
Convertible debenture	8	1,256,115	1,256,115
Loans payable	9(b),10	-	150,000
Total liabilities		1,680,031	1,975,247
SHAREHOLDERS’ DEFICIENCY
Share capital	9(b)	8,210,008	6,698,694
Units to be issued	9(b)	-	310,000
Reserves		4,420,950	3,430,929
Accumulated other comprehensive loss		(73,968)	(74,687)
Deficit		(13,453,430)	(11,392,116)
Total shareholders’ deficiency		(896,440)	(1,027,180)
Total liabilities and shareholders’ deficiency		783,591	948,067

Nature of operations and going concern (Note 1)
Subsequent events (Note 15)

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

/s/ "Klaus Eckhof"
Director

/s/ "Sheena Eckhof"
Director

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

AJN RESOURCES INC.
Consolidated Statements of Loss and Comprehensive Loss
(Expressed in Canadian dollars, except number of shares)

	Note	Years ended July 31,
		2025	2024
		$	$
Operating expenses
Depreciation	7	28,660	29,254
Exploration expenses	6(f)	447,775	2,063,349
Filing fees		38,333	24,375
Management fees	9(c),10	543,896	1,110,188
Marketing expenses		29,005	184,627
Office and miscellaneous		116,012	72,638
Professional fees		313,375	288,342
Share-based compensation	9(c)	-	264,679
Travel expenses		84,178	49,094
		1,601,234	4,086,546
Other income (expenses)
Interest expense	8	(31,402)	(31,489)
Foreign exchange gain (loss)		(13,137)	27,783
Impairment of exploration and evaluation assets	6(a),6(b)	(415,541)	(117,123)
Net loss		(2,061,314)	(4,207,375)
Other comprehensive income (loss)
Currency translation differences		719	(52,668)
Comprehensive loss		(2,060,595)	(4,260,043)
Net loss per share:
Basic and diluted		(0.04)	(0.10)
Weighted average number of common shares:
Basic and diluted		56,949,809	41,880,623

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

AJN RESOURCES INC.
Consolidated Statements of Cash Flows
(Expressed in Canadian dollars)

	Years ended July 31,
	2025	2024
	$	$
Operating activities
Net loss for the year	(2,061,314)	(4,207,375)
Adjustments for:
Depreciation	28,660	29,254
Share-based compensation	19,708	894,867
Interest expense	31,402	31,489
Unrealized foreign exchange gain	(617)	(63,555)
Impairment of exploration and evaluation assets	415,541	117,123
Changes in non-cash working capital:
Restricted cash	-	135,932
GST receivable	(4,750)	5,650
Prepaid expenses and deposits	(10,794)	(10,890)
Accounts payable and accrued liabilities	(114,305)	254,262
Cash used in operating activities	(1,696,469)	(2,813,243)
Investing activities
Investment in exploration and evaluation assets	(207,881)	(387,702)
Purchase of equipment	-	(104,753)
Cash used in investing activities	(207,881)	(492,455)
Financing activities
Proceeds from private placements	1,841,700	2,243,765
Proceeds from units to be issued	-	310,000
Proceeds from loans payable	-	150,000
Share issuance costs	(23,375)	(162,370)
Interest paid on convertible debenture	(39,146)	(87,670)
Cash provided by financing activities	1,779,179	2,453,725
Effect of exchange rate changes on cash	(3,485)	287
Change in cash	(128,656)	(851,686)
Cash, beginning of year	320,255	1,171,941
Cash, end of year	191,599	320,255
Supplemental cash flow information:
Fair value of shares issued for investment in exploration and evaluation assets	180,000	-
Fair value of units issued for debt settlements	173,302	-

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

AJN RESOURCES INC.
Consolidated Statements of Changes in Shareholders' Deficiency
(Expressed in Canadian dollars, except number of shares)

	Common shares	Share capital	Units to be issued	Reserves	Accumulated other comprehensive loss	Deficit	Total shareholders' deficiency
	#	$	$	$	$	$	$
Balance, July 31, 2023	28,795,500	4,777,780	1,109,985	1,265,596	(22,019)	(7,184,741)	(53,399)
Shares issued in private placement	13,415,000	2,184,634	(1,109,985)	1,169,116	-	-	2,243,765
Share issuance costs	-	(263,720)	-	101,350	-	-	(162,370)
Units to be issued	-	-	310,000	-	-	-	310,000
Share-based compensation	-	-	-	894,867	-	-	894,867
Currency translation differences	-	-	-	-	(52,668)	-	(52,668)
Net loss	-	-	-	-	-	(4,207,375)	(4,207,375)
Balance, July 31, 2024	42,210,500	6,698,694	310,000	3,430,929	(74,687)	(11,392,116)	(1,027,180)
Units issued in private placements	18,764,164	1,266,995	(310,000)	884,705	-	-	1,841,700
Units issued in debt settlements	1,694,182	97,980	-	75,322	-	-	173,302
Share issuance costs	-	(33,661)	-	10,286	-	-	(23,375)
Shares issued in acquisition of Kabunda South Project (Note 6(c))	2,000,000	180,000	-	-	-	-	180,000
Share-based compensation	-	-	-	19,708	-	-	19,708
Currency translation differences	-	-	-	-	719	-	719
Net loss	-	-	-	-	-	(2,061,314)	(2,061,314)
Balance, July 31, 2025	64,668,846	8,210,008	-	4,420,950	(73,968)	(13,453,430)	(896,440)

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

AJN RESOURCES INC.
Notes to the Consolidated Financial Statements
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, unless otherwise noted)

1. NATURE OF OPERATIONS AND GOING CONCERN

AJN Resources Inc. (the "Company") was incorporated under the Business Corporations Act of British Columbia on September 1, 2016. On June 12, 2018, the Company listed its shares on the Canadian Securities Exchange ("CSE") under the symbol "AJN", and on the Frankfurt Stock Exchange under the symbol "5AT". The address of the Company's registered office and principal place of business is Suite 1400 - 1199 West Hastings Street, Vancouver, British Columbia, V6E 3T5, Canada.

The Company's primary business is the acquisition and exploration of mineral properties. The Company's mineral properties comprise the potential exploration permits (the "Kabunda South Project" and the "Manono Northeast Project") located in the Manono Territory, Tanganyika Province of the Democratic Republic of the Congo ("DRC") and the Okote Gold Project ("Okote Gold Project") located in Adola Gold Belt in the Oromia Regional State of southern Ethiopia. The Company's exploration and evaluation assets (Note 6) do not presently host any known mineral deposits and given the high degree of risk involved, there can be no assurance that its exploration activities will result in mineral deposits being located or, ultimately, a profitable mining operation in the future.

On February 8, 2022, the Company, through its wholly owned subsidiary AJN Resources Congo SASU ("AJN Congo"), entered into a memorandum of understanding (the "MoU") with the DRC to acquire a number of exploration permits in the Kilo Moto Gold Belt in North-East DRC. In connection with the MoU, the DRC has established a wholly owned subsidiary Congo Ressources SAU ("Congo Ressources") to acquire a 100% interest in certain claims in the area. AJN Congo will have the option to acquire Congo Ressources in exchange for common shares of the Company representing 60% of the fully diluted issued and outstanding common shares of the Company. As at July 31, 2025, the Company awaits the transfer of permits to Congo Ressources as per the MoU.

These consolidated financial statements for the years ended July 31, 2025 and 2024 (the "financial statements") have been prepared on a going concern basis, which assumes the Company will continue operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. During the year ended July 31, 2025, the Company incurred a net loss of $2,061,314 (2024 - $4,207,375). As at July 31, 2025, the Company has current liabilities in excess of current assets of $1,412,741 (July 31, 2024 - $1,594,940), and accumulated deficit of $13,453,430 (July 31, 2024 - $11,392,116). The Company has no source of operating cash flows, and there is no assurance that sufficient funding (including adequate financing) will be available to conduct required exploration and development of its mineral property projects. These factors indicate a material uncertainty that casts significant doubt on the Company's ability to continue as a going concern.

Should the Company be unable to continue as a going concern, asset and liability realization values may be substantially different from their carrying values. These financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.

2. BASIS OF PREPARATION

a) Statement of compliance

These financial statements have been prepared in accordance with IFRS® Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

These financial statements were approved and authorized for issuance by the Company's Board of Directors on November 28, 2025.

b) Basis of presentation

These financial statements have been prepared on a historical cost basis, except for financial instruments measured at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

AJN RESOURCES INC.
Notes to the Consolidated Financial Statements
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, unless otherwise noted)

2. BASIS OF PREPARATION (continued)

c) Functional and presentation currency

These financial statements are presented in Canadian dollars, which is the functional currency of the Company. The functional currency is the currency of the primary economic environment in which an entity operates. The functional currency of AJN Congo is the United States dollar. References to "USD" or "US$" are to United States dollars.

d) Basis of consolidation

These financial statements include the accounts of the Company and its wholly owned subsidiary, AJN Congo, which is located in Kinshasa, DRC. Intercompany transactions and balances are eliminated upon consolidation. Control exists where the parent entity has power over the investee and is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Subsidiaries are included in the financial statements from the date control commences until the date control ceases.

3. MATERIAL ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently in the preparation of these financial statements.

a) Cash

Cash is comprised of cash in banks of high credit worthiness within Canada and the DRC.

b) Financial instruments

The Company classifies its financial assets in the following categories: at fair value through profit or loss ("FVTPL"), at fair value through other comprehensive income ("FVTOCI") or at amortized cost. Management determines the classification of its financial assets at initial recognition.

The following table shows the classification of the Company's financial instruments under IFRS 9 Financial instruments:

Financial assets	Classification
Cash	Amortized cost
Deposits	Amortized cost
Financial liabilities
Accounts payable and accrued liabilities	Amortized cost
Interest payable	Amortized cost
Convertible debenture	Amortized cost
Loans payable	Amortized cost

Financial assets at FVTPL

Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the consolidated statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets held at FVTPL are included in the consolidated statements of loss and comprehensive loss in the period in which they arise.

Financial assets at FVTOCI

Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive loss. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment.

AJN RESOURCES INC.
Notes to the Consolidated Financial Statements
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, unless otherwise noted)

3. MATERIAL ACCOUNTING POLICIES (continued)

Financial assets at amortized cost

Financial assets with fixed or determinable payments that are not quoted in an active market are classified as held at amortized cost. Financial assets at amortized cost are initially recognized at fair value and subsequently carried at amortized cost less any impairment. They are classified as current assets or non-current assets based on their maturity date.

Financial assets are derecognized when they mature or are sold, and substantially all the risks and rewards of ownership have been transferred.

Financial liabilities at amortized cost

Financial liabilities are recognized initially at fair value and subsequently measured at amortized cost.

c) Exploration and evaluation expenditures

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

The Company assesses exploration and evaluation assets for impairment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount. When a project is deemed to no longer have commercially viable prospects to the Company, exploration and evaluation expenditures in respect of that project are deemed to be impaired. As a result, those exploration and evaluation expenditure costs, in excess of estimated recoveries, are written off.

Once the technical feasibility and commercial viability of extracting the mineral resource has been determined, the property is classified as 'mines under construction'. Exploration and evaluation assets are tested for impairment before the assets are transferred to development properties.

As the Company currently has no operational income, any incidental revenues earned in connection with exploration activities are applied as a reduction to capitalized exploration costs.

d) Equipment

Equipment is carried at cost, less accumulated amortization and accumulated impairment losses. The cost of an item of equipment consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. Amortization is provided at rates calculated to write-off the cost of equipment, less their estimated residual value, using the declining balance method at 20% per annum. An item of equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in the consolidated statements of loss and comprehensive loss.

e) Impairment of non-financial assets

At each reporting date, the carrying amounts of the Company's assets are reviewed to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell ("FVLCS") and value in use ("VIU"). FVLCS is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. In assessing VIU, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

If the recoverable amount of an asset is established to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period.

AJN RESOURCES INC.
Notes to the Consolidated Financial Statements
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, unless otherwise noted)

3. MATERIAL ACCOUNTING POLICIES (continued)

For the purposes of impairment testing, exploration and evaluation assets (mineral properties) and equipment are allocated to cash-generating units to which the exploration activity relates. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

f) Share capital

Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company's common shares are classified as equity instruments.

The Company records proceeds from share issuances net of issue costs. When obligation to issue shares exists at the reporting period end but shares are issued subsequent to the reporting period end, the Company records amount received as shares to be issued within shareholders' equity.

g) Unit issuance

The Company allocates the proceeds from the issuance of units between common shares and warrants on a pro-rata basis based on the relative fair values at the date of issuance. The Company allocates the proceeds from the issuance of units between common shares and warrants on a pro-rata basis based on the relative fair values at the date of issuance. The fair value of the common shares is based on the market closing price on the date the units are issued, and the fair value of the warrants is determined using the Black-Scholes option pricing model as of the date of issuance.

Any value attributed to the warrants is recorded to reserves. Upon exercise, the fair value is reallocated from reserves to issued share capital along with the associated proceeds from exercise.

h) Warrants issued in share-based payments

Where warrants are issued as compensation for goods received or services consumed, they are recorded as share-based compensation. Warrants issued as share issuance costs are recorded as a reduction to share capital with a corresponding increase to reserve.

i) Share-based compensation

The Company has an omnibus stock option plan under which it may grant stock options, restricted share units and deferred share units to directors, employees, consultants and service providers.

The Company records a share-based compensation expense for all options granted to employees, or to those providing similar services, at the fair value of the equity instruments over the vesting period, with a corresponding increase in share-based payments reserve. Each transfer of an award is considered separately with its own vesting date and grant date fair value. The Company uses the Black-Scholes option pricing model to estimate the fair value of each stock option at the date of grant. For awards with vesting conditions, a forfeiture rate is recognized at the grant date and is adjusted to reflect the number of awards expected to vest. As the options are exercised, the consideration paid, together with the amount previously recognized in reserves, is recorded as an increase in share capital. The initial fair value of options that expire unexercised remains in reserves.

For equity-settled share-based compensation to non-employees, the Company measures the value of the goods or services received, and the corresponding increase in equity, directly, at the fair value of the goods or services received. If the fair value cannot be estimated reliably, the Company measures the fair value using the Black-Scholes option pricing model. The Company has no cash-settled share-based compensation transactions.

j) Reserves

The Company records the fair values of stock options, restricted share units, deferred share units and warrants issued as well as the equity component of its convertible debenture within reserves on the consolidated statements of financial position. When stock options, warrants or convertible debenture are exercised into common shares, the applicable amount under the reserve will be transferred to share capital.

AJN RESOURCES INC.
Notes to the Consolidated Financial Statements
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, unless otherwise noted)

3. MATERIAL ACCOUNTING POLICIES (continued)

k) Income taxes

Income tax on the profit or loss for the periods presented comprises current and deferred tax. Income tax is recognized in profit or loss, except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the statement of financial position date, adjusted for amendments to income tax payable with regard to previous years.

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

The following temporary differences are not provided for: the initial recognition of assets or liabilities that affect neither accounting or taxable profit; nor differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

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

l) Loss per share

Basic loss per share is calculated using the weighted average number of common shares outstanding during the year. Diluted loss per share is calculated by adjusting the loss attributable to equity shareholders and the weighted average number of common shares outstanding for the effects of all potentially dilutive instruments. The calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the year. In years where a loss is reported, diluted loss per share is the same as basic loss per share because the effects of potentially dilutive common shares would be anti-dilutive.

m) Foreign currency translation

For the presentation of the consolidated financial statements, assets and liabilities of the Company's foreign operations whose functional currency is different from the presentation currency are translated at the closing exchange rate prevailing at the reporting date. Income and expenses are translated at the average exchange rates for the period where these approximate the rates on the dates of transactions. Exchange differences arising from translation of foreign operations are recognized in other comprehensive income in the period.

Foreign currency transactions are translated into their functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the period-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in profit or loss in the consolidated statement of comprehensive loss in the period in which they arise, except where deferred in equity as a qualifying cash flow or net investment hedge.

Exchange differences arising on the translation of non-monetary items are recognized in other comprehensive loss in the consolidated statement of comprehensive loss to the extent that gains and losses arising on those non-monetary items are recognized in other comprehensive loss. Where the non-monetary gain or loss is recognized in profit or loss, the exchange component is recognized in profit or loss.

AJN RESOURCES INC.
Notes to the Consolidated Financial Statements
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, unless otherwise noted)

3. MATERIAL ACCOUNTING POLICIES (continued)

n) Recent accounting pronouncements

IFRS 18 Presentation and Disclosure in Financial Statements

On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements ("IFRS 18"). IFRS 18 will apply for reporting periods beginning on or after January 1, 2027, and also applies to comparative information. IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it may change what an entity reports as its 'operating profit or loss'. Key new concepts introduced in IFRS 18 relate to: (i) the structure of the statement of profit or loss; (ii) required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements (that is, management-defined performance measures); and (iii) enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. The Company is currently assessing the effects of IFRS 18 on the financial statements.

The Company adopted the following amendment to accounting standards, which are effective for annual periods beginning on or after August 1, 2024.

Classification of liabilities as current or non-current - amendments to IAS 1

The amendments to IAS 1 specify the requirements for classifying liabilities as current or non-current. The amendments clarify:

What is meant by a right to defer settlement
That a right to defer must exist at the end of the reporting period
That classification is unaffected by the likelihood that an entity will exercise its deferral right
That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification

In addition, an entity is required to disclose when a liability arising from a loan agreement is classified as non-current and the entity's right to defer settlement is contingent on compliance with future covenants within twelve months. The amendments have not had an impact on the classification of the Company's liabilities.

Supplier finance arrangements - amendments to IAS 7 and IFRS 7

The amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures clarify the characteristics of supplier finance arrangements and require additional disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity's liabilities, cash flows and exposure to liquidity risk. The amendments had no impact on the Company's financial statements.

The Company has not early adopted any other new accounting standard, interpretation or amendment that has been issued but is not yet effective.

4. SIGNIFICANT ACCOUNTING JUDGMENTS AND SOURCES OF ESTIMATION UNCERTAINTY

The preparation of financial statements under IFRS requires management to make judgements in applying its accounting policies and estimates that affect the reported amounts of assets and liabilities at the period end date and reported amounts of expenses during the reporting period. Such judgements and estimates are, by their nature, uncertain. Actual outcomes could differ from these estimates.

The impact of such judgements and estimates are pervasive throughout these financial statements and may require accounting adjustments based on future occurrences. These judgements and estimates are continuously evaluated and are based on management's experience and knowledge of the relevant facts and circumstances. Revisions to accounting estimates are recognized in the period in which the estimate is revised and are accounted for prospectively.

AJN RESOURCES INC.
Notes to the Consolidated Financial Statements
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, unless otherwise noted)

4. SIGNIFICANT ACCOUNTING JUDGMENTS AND SOURCES OF ESTIMATION UNCERTAINTY (continued)

a) Critical accounting estimates

Significant assumptions about the future and other key sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amounts of the Company's assets and liabilities in the next year are as follows:

Estimated fair value of stock options issued

The fair value of stock options issued are subject to the limitations of the Black-Scholes option pricing model that incorporates market data and involves uncertainty in estimates used by management in the assumptions. Because the Black-Scholes option pricing model requires the input of highly subjective assumptions, including the volatility of share prices, changes in subjective input assumptions can materially affect the fair value estimate.

Environmental rehabilitation obligation

The Company recognizes statutory, contractual or other legal obligations related to the retirement of its exploration and evaluation assets and its tangible long-lived assets when such obligations are incurred, if a reasonable estimate of fair value can be made. These obligations are measured initially at fair value and the resulting costs are capitalized to the carrying value of the related asset. In subsequent periods, the liability is adjusted for any changes in the amount or timing and for the discounting of the underlying future cash flows. The capitalized asset retirement cost is amortized to operations over the life of the asset.

b) Critical accounting judgements

Significant judgments exercised by management in applying the Company's accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:

Going concern

These financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The assessment of the Company's ability to continue as a going concern involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. If the going concern assumption were not appropriate for the financial statements, then adjustments to the carrying value of assets and liabilities, the reported expenses and the consolidated statement of financial position would be necessary (see Note 1).

Economic recoverability of future economic benefits of mineral property interests

Management has considered that exploration and evaluation of mineral properties and related costs incurred, which have been recognized on the consolidated statements of financial position, are economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefit including geological data, scoping studies, accessible facilities, and existing and future permits.

Indications of impairment of assets

Impairment testing is done at the cash generating unit level and judgment is involved in assessing whether there is any indication that an asset or a cash generating unit may be impaired. The assessment of the impairment indicators involves the application of a number of significant judgments and estimates to certain variables, including metal price trends, exploration plans for properties and the results of exploration and evaluation to date.

Determination of functional currency

The functional currency of each subsidiary is determined by the primary economic environment in which it operates. This determination involves judgment, and the Company re-evaluates the functional currency when changes in events or conditions occur.

AJN RESOURCES INC.

Notes to the Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars, unless otherwise noted)

5. PREPAID EXPENSES AND DEPOSITS

A summary of the Company's prepaid expenses and deposits is as follows:

	July 31, 2025	July 31, 2024
	$	$
Prepaid expenses	61,451	41,532
Deposits	-	9,030
	61,451	50,562

6. EXPLORATION AND EVALUATION ASSETS

A summary of the Company's exploration and evaluation assets is as follows:

	United States exploration segment	Kenya exploration segment	Ethiopia exploration segment	DRC Exploration segment	DRC Exploration segment
	Salt Wells Property	Dabel Gold Project	Okote Gold Project	Kabunda South Project	Manono Northeast Project	Total
	$	$	$	$	$	$
Acquisition cost
Balance, July 31, 2023	103,216	-	-	65,885	197,655	366,756
Additions	13,908	-	-	176,139	-	190,047
Impairment	(117,123)	-	-	-	-	(117,123)
Currency translation differences	-	-	-	6,538	9,480	16,018
Balance, July 31, 2024	1	-	-	248,562	207,135	455,698
Additions	-	68,971	138,910	180,000	-	387,881
Impairment	-	(68,971)	(138,910)	-	(207,660)	(415,541)
Currency translation differences	-	-	-	630	525	1,155
Balance, July 31, 2025	1	-	-	429,192	-	429,193

a) Salt Wells Property

In 2017, the Company entered into an option agreement (the "Option Agreement") to acquire a 100% interest in certain claims comprising the Salt Wells Property in Nevada, the USA. The Salt Wells Property is subject to a 4.5% net smelter return, 1.5% of which the Company has the right to buy back within 90 days of the property going into production for US$500,000, and an additional 1.5% of which the Company has the right to buy back within 180 days of the property going into production for US$1,250,000. Furthermore, a cash payment of US$250,000 is payable upon the property attaining commercial production.

As at July 31, 2025, the Company had a reclamation bond of $22,363 (July 31, 2024 - $19,142), which is a security deposit held by the Bureau of Land Management of Nevada.

During the year ended July 31, 2024, pursuant to the impairment assessment under IFRS 6, management concluded impairment indicators existed and recorded an impairment of evaluation and exploration assets of $117,123.

b) Dabel Gold Project

On September 18, 2024, the Company entered into an agreement with Lord Purus Trading Limited (the "Acquisition Agreement") to acquire a 60% interest of the Dabel Gold project located in Nairobi, Kenya ("Dabel Gold Project") and paid $68,971 (US$50,000) upon signing. During the year ended July 31, 2025, the Company incurred exploration expenditures totaling $24,734.

As at July 31, 2025, the Company has decided not to proceed with the Acquisition Agreement following unsatisfactory due diligence results. As a result, the Company recorded an impairment of evaluation and exploration assets of $68,971 (2024 - $nil).

AJN RESOURCES INC.
Notes to the Consolidated Financial Statements
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, unless otherwise noted)

6. EXPLORATION AND EVALUATION ASSETS (continued)

c) Kabunda South Project

MEK PR 15383

On December 30, 2022, the Company entered into a binding term sheet (the "Binding Term Sheet") with Mining Entreprise Katanga S.A.R.L.U. ("MEK") in which it can acquire a 75% interest in exploration permit PR 15383, located in the Manono territory, Tanganyika province of the DRC ("MEK PR 15383") in exchange for:

A cash payment of US$30,000 by December 30, 2022 (paid);
A cash payment of US$20,000 by April 30, 2023 (paid); and
A cash payment of US$80,000 (paid) and the issuance of 6,000,000 of the Company's common shares after the date that the Company has completed all technical, financial and legal due diligence. As at July 31, 2025, the Company is carrying out necessary due diligence prior to issuing the agreed upon number of shares to acquire the interest in MEK PR 15383.

MEK PR 15623

On October 15, 2023, the Company entered into a binding term sheet (the "Binding Term Sheet 4") which was later amended on August 29, 2024, with MEK to acquire a 75% indirect interest in an exploration permit, PR 15623, located in the Manono Territory, Haut-Katanga province of the DRC ("MEK PR 15623"). On August 29, 2024, the Company and MEK amended the Binding Term Sheet 4. A summary of the consideration for the acquisition is as follows:

A cash payment of US$30,000 by October 15, 2023 (paid);
A cash payment of US$20,000 by February 15, 2024 (paid); and
An issuance of 2,000,000 of the Company's common shares on or before September 15, 2024 (issued on September 13, 2024; Note 9(b)); and
An issuance of 5,000,000 of the Company's common shares on or before the date that is two months after the date that the Company has completed all technical, financial and legal due diligence. As at July 31, 2025, the Company is carrying out necessary due diligence prior to issuing the agreed upon number of shares to acquire the interest in MEK PR 15623.

d) Manono Northeast Project

Palm PR 15282

On June 2, 2023, the Company entered into a binding term sheet (the "Binding Term Sheet 2") with Palm Constellation S.A.R.L. in the DRC ("Palm"), to acquire a 70% indirect interest in an exploration permit PR 15282, located in the Manono territory, Tanganyika province of the DRC ("Palm PR 15282") in exchange for:

A cash payment of US$50,000 by June 12, 2023 (paid);
A cash payment of US$100,000 by July 29, 2023 (paid);
A cash payment of US$250,000 and the issuance of the number of shares that are equal to 10.5% of the Company's issued and outstanding common shares for the first 51% indirect interest ("First Option") after the date that the Company has completed all technical, financial and legal due diligence.
A cash payment of US$250,000 and the issuance of an additional 4,000,000 of the Company's common shares for a further 9% indirect interest after the exercise of the First Option and no later than six months thereafter ("Second Option"); and
A cash payment of US$5,000,000 for the remaining 10% indirect interest to increase the Company's holding to 70% indirect interest after the exercise of the Second Option and no later than six months thereafter, which is the maximum amount pursuant to the Binding Term Sheet 2.

As at July 31, 2025, the Company has decided not to proceed with the licenses to explore the Manono Northeast Project due to unfavourable market conditions. As a result, the Company recorded an impairment of evaluation and exploration assets of $207,660 (2024 - $nil).

AJN RESOURCES INC.

Notes to the Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars, unless otherwise noted)

6. EXPLORATION AND EVALUATION ASSETS (continued)

e) Okote Gold Project

On July 29, 2025, the Company entered into a conditional heads of agreement (the "Okote HOA") with Godu General Trading S.C. ("Godu"), a company based in Ethiopia, to acquire up to 70% interest in the Okote Gold Project, located in the Adola Gold Belt in the Oromia Regional State of southern Ethiopia, in exchange for:

A cash payment of US$100,000 (paid - $138,910) upon commencement of the due diligence phase of up to 150 days ("Due Diligence Phase");
A cash payment of US$250,000 within one month of entering into the shareholders' agreement with Godu (the "Shareholder Agreement") and commencing the exploration phase of up to 24 months (the "Exploration Phase");
A cash payment of US$250,000 within six months of signing the Shareholder Agreement;
Incurring a total of US$2,000,000 in exploration and exploration expenditures during the Exploration Phase (60% interest earned);
A cash payment of US$5,000,000 within one month of completing the Exploration Phase (65% interest earned);
A cash payment of US$5,000,000 within one month of completing a definitive feasibility study (70% interest earned).

As at July 31, 2025, the Company has paid US$100,000 ($138,910) and commenced the Due Diligence Phase. Due to the unfavorable due diligence results, the management determined that it is unlikely to proceed with the project. As a result, the Company recorded an impairment of evaluation and exploration assets of $138,910 (2024 - $nil).

f) Exploration expenses

A summary of the Company's exploration expenses is as follows:

	Years ended July 31,
	2025	2024
	$	$
Assaying and testing	45,318	54,644
Field work	73,710	290,615
Geological studies	88,610	849,240
Option payments	-	136,228
Transportation and mobilization	80,393	588,894
Other general and administrative expenses	159,744	143,728
	447,775	2,063,349

AJN RESOURCES INC.
Notes to the Consolidated Financial Statements
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, unless otherwise noted)

7. EQUIPMENT

A summary of the Company's equipment is as follows:

	Computer equipment	Furniture and fixtures	Vehicle	Total
	$	$	$	$
Cost
Balance, July 31, 2023	15,687	23,844	-	39,531
Additions	-	-	104,753	104,753
Currency translation differences	753	1,144	2,698	4,595
Balance, July 31, 2024	16,440	24,988	107,451	148,879
Currency translation differences	41	63	271	375
Balance, July 31, 2025	16,481	25,051	107,722	149,254
Accumulated depreciation
Balance, July 31, 2023	9,936	15,100	-	25,036
Depreciation	3,236	4,918	21,100	29,254
Currency translation differences	528	804	337	1,669
Balance, July 31, 2024	13,700	20,822	21,437	55,959
Depreciation	2,778	4,220	21,662	28,660
Currency translation differences	3	9	(122)	(110)
Balance, July 31, 2025	16,481	25,051	42,977	84,509
Carrying amount
Balance, July 31, 2024	2,740	4,166	86,014	92,920
Balance, July 31, 2025	-	-	64,745	64,745

8. CONVERTIBLE DEBENTURE

On April 17, 2020, the Company issued a convertible debenture for total proceeds of $1,256,115, possessing a maturity date of April 17, 2023. The debenture bears interest at 2.5% per annum, payable annually, and was convertible into common shares at a conversion price of $0.40 per share until April 17, 2023 when the conversion feature expired. Additionally, after two years from the issuance date, the Company has the right to convert the debentures into common shares if the closing price of its common shares on the CSE is equal to or greater than $2.00 for 15 consecutive trading days. The debenture matured on April 17, 2023, without any conversion, and is now due on demand. As at July 31, 2025, the Company is in the process of negotiating with the holder to settle the convertible debenture.

During the year ended July 31, 2025, the Company incurred interest expense of $31,402 (2024 - $31,489) and made cash interest payments of $39,146 (2024 - $87,670). As at July 31, 2025, principal on the convertible debenture balance was $1,256,115 (July 31, 2024 - $1,256,115) and accrued interest payable was $7,914 (July 31, 2024 - $15,658).

9. SHARE CAPITAL

a) Authorized share capital

The Company is authorized to issue an unlimited number of common shares without par value.

b) Share capital transactions

During the year ended July 31, 2025, the Company had the following share capital transactions:

On August 14, 2024, the Company completed a non-brokered private placement of 5,000,000 units at $0.10 per unit for gross proceeds of $500,000, of which $310,000 had been received during the year ended July 31, 2024. Each unit comprises one common share and one warrant. Each warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.15 until August 15, 2028. The gross proceeds were allocated using the relative fair value method and as a result, $284,708 was allocated to share capital and $215,292 was allocated to reserves.

AJN RESOURCES INC.
Notes to the Consolidated Financial Statements
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, unless otherwise noted)

9. SHARE CAPITAL (continued)

On August 14, 2024, the Company settled a total of $150,000 owed to two directors, which was included in loans payable as at July 31, 2024, through the issuance of 1,500,000 units. Each unit comprises one common share and one warrant, with the warrants having the same terms as those issued in the private placement. The total fair value of the issued units was $150,000, determined based on the price of the private placement units issued on the same day, and was allocated using the relative fair value method. As a result, $85,412 was allocated to share capital and $64,588 was allocated to reserves.
On September 13, 2024, the Company issued 2,000,000 common shares at a fair value of $0.09 per share, for an aggregate fair value of $180,000 to MEK pursuant to the terms under the Binding Term Sheet 4 (Note 6(c)).
On November 19, 2024, the Company completed a non-brokered private placement of 6,180,833 units at $0.12 per unit for gross proceeds of $741,700. Each unit comprises one common share and one warrant. Each warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.15 until November 20, 2026. The gross proceeds were allocated using the relative fair value method and as a result, $481,154 was allocated to share capital and $260,546 was allocated to reserves. In connection with the non-brokered private placement, the Company paid cash share issuance costs of $5,400 and issued 45,000 broker's warrants with a fair value of $2,957 measured using the Black-Scholes option pricing model. The broker's warrants are exercisable into common shares at a price of $0.15 until November 20, 2026.
On March 21, 2025, the Company closed the first tranche of a non-brokered private placement and issued 5,249,998 units at $0.12 per unit for gross proceeds of $630,000. Each unit was comprised of one common share and one warrant for a total of 5,249,998 warrants. Each warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.15 until March 22, 2029. The gross proceeds were allocated using the relative fair value method and as a result, $343,986 was allocated to share capital and $286,014 was allocated to reserves. In connection with the non-brokered private placement, the Company paid cash share issuance costs of $7,198.
On March 28, 2025, the Company closed the second tranche of a non-brokered private placement and issued 1,033,333 units at $0.12 per unit for gross proceeds of $124,000. Each unit was comprised of one common share and one warrant for a total of 1,033,333 warrants. Each warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.15 until March 29, 2029. The gross proceeds were allocated using the relative fair value method and as a result, $68,699 was allocated to share capital and $55,301 was allocated to reserves. In connection with the non-brokered private placement, the Company paid cash share issuance costs of $1,417.
On June 18, 2025, the Company completed a non-brokered private placement of 1,300,000 units at $0.12 per unit for gross proceeds of $156,000. Each unit was comprised of one common share and one warrant. Each warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.15 until June 18, 2029. The gross proceeds were allocated using the relative fair value method, with $88,448 allocated to share capital and $67,552 allocated to reserves. In connection with the non-brokered private placement, the Company paid cash share issuance costs of $9,360 and issued 78,000 broker's warrants with a fair value of $7,329 measured using the Black-Scholes option pricing model. The broker's warrants are exercisable into common shares at a price of $0.15 until June 18, 2029.
On June 18, 2025, the Company settled $23,302 (US$17,000) owed to an arm's length party, which was included in accounts payable and accrued liabilities, through the issuance of 194,182 units. Each unit comprises one common share and one warrant. Each warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.15 until June 18, 2029. The total fair value of the issued units was $23,302, determined based on the price of the private placement units issued on the same day, and was allocated using the relative fair value method. As a result, $12,568 was allocated to share capital and $10,734 was allocated to reserves.

During the year ended July 31, 2024, the Company had the following share capital transactions:

On August 14, 2023, the Company completed a non-brokered private placement of 13,415,000 units at $0.25 per unit for gross proceeds of $3,353,750, of which $1,109,985 was received during the year ended July 31, 2023. Each unit comprises one common share and one warrant. Each warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.30 until August 11, 2025. The gross proceeds were allocated using the relative fair value method and as a result, $2,184,634 was allocated to share capital and $1,169,116 was allocated to reserves. In connection with the Private Placement, unit issuance costs totaled $263,720, comprised of cash issuance costs of $162,370 and the issuance of 626,100 warrants to finders with a fair value of $101,350. The warrants are exercisable into common shares at a price of $0.30 until August 11, 2025.

AJN RESOURCES INC.
Notes to the Consolidated Financial Statements
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, unless otherwise noted)

9. SHARE CAPITAL (continued)

During the year ended July 31, 2024, the Company collected $310,000 in subscription proceeds for the private placement completed on August 14, 2024. These subscription proceeds were included as units to be issued on the consolidated statements of financial position as at July 31, 2024.

c) Stock options

The Company established an omnibus equity incentive compensation plan (the "Omnibus Plan"), whereby it may grant stock options, restricted share units, deferred share units and performance units to eligible employees, officers, directors and consultants with an exercise price, expiry date and vesting conditions determined by the Company's Board of Directors. The Omnibus Plan replaces the Company's stock option plan which only provided for the grant of stock options. The Omnibus Plan is a combination of the following:

A rolling stock option plan permitting the grant of stock options to a number of outstanding stock options that does not exceed 15% of the issued and outstanding shares of the Company at the grant date of stock options; and
A fixed plan for any other equity-based compensation arrangement under which the number of shares of the Company issued under the Omnibus Plan may not exceed 6,300,000 shares.

During the year ended July 31, 2025, the Company had the following stock options transactions:

On August 21, 2024, 400,000 options of the Company expired unexercised.
On August 23, 2024, the Company issued an aggregate of 500,000 incentive stock options to two of its directors in accordance with the Omnibus Plan. The stock options are exercisable at $0.15 per common share of the Company until August 23, 2026 and vested immediately.
On February 24, 2025, 675,000 options of the Company expired unexercised.

During the year ended July 31, 2024, the Company had the following stock options transaction:

On December 17, 2023, the Company issued an aggregate of 3,550,000 stock options to certain of its directors, officers and consultants in accordance with the Omnibus Plan. The stock options are exercisable at $0.35 per common share of the Company until December 17, 2026 and vested immediately.

A summary of the Company's stock option activity is as follows:

	Number of options outstanding	Weighted average exercise price
	#	$
Balance, July 31, 2023	1,075,000	0.60
Granted	3,550,000	0.35
Balance, July 31, 2024	4,625,000	0.41
Expired	(1,075,000)	0.60
Granted	500,000	0.15
Balance, July 31, 2025	4,050,000	0.33

A summary of the Company's stock options outstanding and exercisable as at July 31, 2025 is as follows:

Expiry date	Weighted average exercise price	Number of options outstanding	Number of options exercisable	Weighted average remaining life
	$	#	#	Years
December 17, 2026	0.35	3,550,000	3,550,000	1.38
August 23, 2026	0.15	500,000	500,000	1.06
	0.33	4,050,000	4,050,000	1.34

AJN RESOURCES INC.

Notes to the Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars, unless otherwise noted)

9. SHARE CAPITAL (continued)

A summary of the weighted average inputs used in the Black-Scholes option pricing model for stock options granted during the years ended July 31, 2025 and 2024 is as follows:

	2025	2024
Share price	$0.09	$0.35
Exercise price	$0.15	$0.35
Expected life	2.00 years	3.00 years
Risk-free interest rate	3.35%	3.96%
Expected volatility	104.74%	120.42%
Expected annual dividend yield	0.00%	0.00%

The Company estimates expected volatility on the grant date based on a review of historical volatilities over a period equivalent to the expected life of the options being valued. The risk-free interest rate is determined on the grant date using the implied yields on Government of Canada zero-coupon bonds with a remaining term consistent with the expected life of the options. The fair value of the options granted during the year ended July 31, 2025 was $0.04 per option on the grant date.

During the year ended July 31, 2025, the Company recognized share-based compensation expense of $19,708 (2024 - $894,867) relating to the vesting of stock options (Note 10).

A summary of the Company's share-based compensation expenses is as follows:

	Years ended July 31,
	2025	2024
	$	$
Share-based compensation	-	264,679
Share-based compensation related to management fees(1)	19,708	630,188
	19,708	894,867

(1) Share-based compensation related to management fees are included in management fees in the Statements of Loss and Comprehensive Loss.

d) Warrants

A summary of the Company's warrant activity is as follows:

	Number of warrants outstanding	Weighted average exercise price
	#	$
Balance, July 31, 2023	-	-
Granted	14,041,100	0.19
Balance, July 31, 2024	14,041,100	0.19
Granted	20,581,346	0.15
Balance, July 31, 2025	34,622,446	0.17

On July 19, 2025, the Company modified the terms of the 13,415,000 outstanding warrants issued on August 9, 2023 in a private placement of units. The expiry date of these warrants was extended from August 11, 2025 to August 9, 2028. Of the 13,415,000 warrants, 10,461,111 warrants had exercise price reduced from $0.30 to $0.15 per common share ("Repriced Warrants"). The Repriced Warrants are subject to an accelerated expiry provision such that if for any ten consecutive trading dates (the "Premium Trading Days") during the unexpired term of these warrants, the closing price of the Company's shares on the Canadian Securities Exchange exceeds $0.1875, the exercise period of the Repriced Warrants will be reduced to 30 days, starting seven days after the last Premium Trading Day.

AJN RESOURCES INC.

Notes to the Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars, unless otherwise noted)

9. SHARE CAPITAL (continued)

A summary of the Company's warrants outstanding as at July 31, 2025 is as follows:

Expiry date	Number of warrants outstanding	Exercise price	Weighted average remaining life
	#	$	Years
August 11, 2025 (Note 15)	626,100	0.30	0.03
November 20, 2026	6,225,833	0.15	1.31
August 9, 2028	10,461,111	0.15	3.03
August 9, 2028	2,953,889	0.30	3.03
August 15, 2028	6,500,000	0.15	3.04
March 22, 2029	5,249,998	0.15	3.64
March 28, 2029	1,033,333	0.15	3.66
June 18, 2029	1,572,182	0.15	3.88
	34,622,446	0.17	2.82

A summary of the Company's weighted average inputs used in the Black-Scholes option pricing model for warrants granted during the years ended July 31, 2025 and 2024 is as follows:

	2025	2024
Share price	$0.10	$0.28
Exercise price	$0.15	$0.30
Expected life	3.56 years	2.01 years
Risk-free interest rate	2.90%	4.62%
Expected volatility	136.07%	112.12%
Expected annual dividend yield	0.00%	0.00%

The Company estimates expected volatility on the issuance date based on a review of historical volatilities over a period equivalent to the expected life of the warrants being valued. The risk-free interest rate is determined on the issuance date using the implied yields on Government of Canada zero-coupon bonds with a remaining term consistent with the expected life of the warrants. The fair value of the warrants issued during the year ended July 31, 2025 was $0.08 per warrant on the issuance date.

10. RELATED PARTY TRANSACTIONS

Key management personnel are those who have the authority and responsibility for planning, directing, and controlling the Company.

A summary of the Company's related party transactions with key management personnel for the years ended July 31, 2025 and 2024 is as follows:

	2025	2024
	$	$
Management fees	524,188	480,000
Share-based compensation related to management fees (Note 9(c))	19,708	630,188
	543,896	1,110,188

On July 11, 2024, the Company entered into loan agreements with its officers for aggregate principal of $150,000. The loans were non-interest bearing and had a maturity date of July 11, 2025. On August 14, 2024, the Company settled the loans payable through the issuance of 1,500,000 units (Note 9(b)).

As at July 31, 2025, amounts due to related parties included in accounts payable and accrued liabilities were $232,272 (July 31, 2024 - $188,964). The amounts due to related parties are unsecured, non-interest bearing, and due on demand.

AJN RESOURCES INC.

Notes to the Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars, unless otherwise noted)

11. SEGMENTED INFORMATION

The Company's Chief Executive Officer has been identified as the Chief Operating Decision Maker ("CODM"), responsible for making strategic decisions and allocating resources across the Company's operating segments. The CODM determines reportable segments based on the availability of separate financial information, the nature of operations, and the geographic location of business activities. Three reportable segments have been identified: the United States exploration segment, the DRC exploration segment and the Ethiopia exploration segment.

A summary of the Company's segmented financial performance for the year ended July 31, 2025 is as follows:

	United States exploration segment	DRC exploration segment	Corporate	Total
	$	$	$	$
Exploration expenses	-	447,775	-	447,775
Other operating expenses	-	58,792	1,094,667	1,153,459
Other expenses:
Interest expense	-	-	(31,402)	(31,402)
Foreign exchange loss	-	(7,744)	(5,393)	(13,137)
Impairment of exploration and evaluation asset	-	(207,660)	(207,881)	(415,541)
Net loss	-	(721,971)	(1,339,343)	(2,061,314)

A summary of the Company's segmented financial performance for the year ended July 31, 2024 is as follows:

	United States exploration segment	DRC exploration segment	Corporate	Total
	$	$	$	$
Exploration expenses	-	2,063,349	-	2,063,349
Other operating expenses	-	156,188	1,867,009	2,023,197
Other income (expenses):
Interest expense	-	-	(31,489)	(31,489)
Foreign exchange gain (loss)	-	(7,509)	35,292	27,783
Impairment of exploration and evaluation asset	-	-	(117,123)	(117,123)
Net loss	-	(2,227,046)	(1,980,329)	(4,207,375)

A summary of the Company's segmented assets and liabilities as at July 31, 2025 is as follows:

	United States exploration segment	DRC exploration segment	Corporate	Total
	$	$	$	$
Current assets	-	11,502	255,788	267,290
Exploration and evaluation assets	1	429,192	-	429,193
Other non-current assets	22,362	64,746	-	87,108
Total assets	22,363	505,440	255,788	783,591
Total liabilities	-	(87,935)	(1,592,096)	(1,680,031)

AJN RESOURCES INC.
Notes to the Consolidated Financial Statements
For the years ended July 31, 2025 and 2024
(Expressed in Canadian dollars, unless otherwise noted)

11. SEGMENTED INFORMATION (continued)

A summary of the Company's segmented assets and liabilities as at July 31, 2024 is as follows:

	United States exploration segment	DRC exploration segment	Corporate	Total
	$	$	$	$
Current assets	9,030	46,419	324,858	380,307
Exploration and evaluation assets	1	455,697	-	455,698
Other non-current assets	19,141	92,921	-	112,062
Total assets	28,172	595,037	324,858	948,067
Total liabilities	-	(308,552)	(1,666,695)	(1,975,247)

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

As at July 31, 2025, the carrying values of cash, deposits, accounts payable and accrued liabilities, interest payable, and convertible debenture approximate their respective fair values due to their short-term nature. These financial instruments are measured at amortized cost. The Company has no financial instruments carried at fair value through profit or loss.

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

a) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty fails to meet an obligation under contract. Credit risk exposure arises with respect to the Company's cash and deposits. The risk exposure is limited because the Company places its cash in banks of high credit worthiness within Canada and in trusts with a law firm in the DRC, and its deposits are held with an established mining institution in Nevada, USA.

b) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. As the Company's operations do not generate cash, financial liabilities are discharged using funding through the issuance of common shares or debt as required. The Company is exposed to liquidity risk through its accounts payable and accrued liabilities, interest payable, convertible debenture and loan payable. Management mitigates this risk by monitoring its cash position and issuing common shares or debt as required.

As at July 31, 2025, the Company's cash balance of $191,599 (July 31, 2024 - $320,255) is not sufficient to meet its current obligations related to its accounts payable and accrued liabilities balance of $416,002 (July 31, 2024 - $553,474), interest payable balance of $7,914 (July 31, 2024 - $15,658) and convertible debenture balance of $1,256,115 (July 31, 2024 - $1,256,115). The Company's liquidity risk is high, and it will need to raise cash in the form of debt or equity in order to meet its current obligations and remain a going concern. Because of the foregoing, there is a material uncertainty regarding the Company's use of the going concern assumption (Note 1).

c) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to interest rate risk as its convertible debenture is payable at a fixed interest rate and no other liabilities are subject to variable interest rates.

d) Foreign exchange risk

Foreign exchange risk is the risk that the fair value of the Company's assets and liabilities will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign exchange risk to the extent that monetary assets and liabilities held by the Company are not denominated in its functional currency. The Company does not manage currency risk through hedging or other currency management tools.

AJN RESOURCES INC.

Notes to the Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars, unless otherwise noted)

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

A summary of the Company's financial instruments that are denominated in US$ and expressed in Canadian dollars is as follows:

	July 31, 2025	July 31, 2024
	$	$
Cash	10,759	8,138
Accounts payable and accrued liabilities	(120,789)	-

As at July 31, 2025, a 5% change in the foreign exchange rates would result in a change in the net loss of $5,502 (December 31, 2024 - $466) to the financial instruments denominated in US$.

e) Geopolitical risk

Geopolitical risk is the risk that the fair value of financial instruments will fluctuate if there is a sudden and rapid destabilization of global financial conditions in response to future events, as government authorities may have limited resources to respond to the current or future crisis. Future crises may be precipitated by any number of factors outside the Company's control, including another pandemic, natural disasters, geopolitical instability, supply chain constraints or sovereign defaults. Any sudden or rapid destabilization of global economic conditions could negatively impact the Company's ability to obtain equity or debt financing or make other suitable arrangements to operate and/or finance its projects. In the event of increased levels of volatility or a rapid destabilization of global economic conditions, the Company's results of operations and financial condition could be adversely affected.

13. CAPITAL MANAGEMENT

The Company's capital structure consists of all components of shareholders' equity and its convertible debenture. The Company's objective when managing capital is to maintain adequate levels of funding to support the current operations including corporate and administrative functions to support operations. The Company obtains funding primarily through issuing common shares and debt. Future financing is dependent on market conditions and there can be no assurance the Company will be able to raise funds in the future. There were no changes to the Company's approach to capital management during the period. The Company is not subject to externally imposed capital requirements.

14. INCOME TAX

A summary of the Company's reconciliation of income taxes at statutory rates with the reported taxes for the years ended July 31, 2025 and 2024 is as follows:

	2025	2024
	$	$
Net loss for the year	(2,061,314)	(4,207,375)
Expected income tax (recovery)	(556,600)	(1,150,200)
Non-deductible expenditures and non-taxable revenues	7,600	241,600
Change in statutory, foreign tax, foreign exchange rates and other	(87,300)	(17,400)
Share issuance costs	(6,300)	(43,800)
Adjustment to prior years provision versus statutory tax returns	(143,400)	112,500
Changes in unrecognized deductible temporary differences	786,000	857,300
Provision for income tax recovery	-	-

AJN RESOURCES INC.

Notes to the Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars, unless otherwise noted)

14. INCOME TAX (continued)

The Company has deductible temporary differences for which deferred tax assets have not been recognized due to the uncertainty of their recovery. The significant component of unrecognized deferred income tax assets as at July 31, 2025 and 2024 are as follows:

	2025	2024
	$	$
Non-capital losses carried forward	2,007,000	1,629,100
Acquisition costs	169,200	169,200
Mineral resource properties	1,109,200	694,400
Share issuance costs and financing fees	32,800	35,400
Property and equipment	25,400	14,600
Foreign exchange	(13,200)	1,700
Total unrecognized deferred income tax assets	3,330,400	2,544,400

As at July 31, 2025, subject to confirmation by Canadian income tax authorities, the Company has approximately $7,313,900 (2024 - $6,002,500) in Canadian non-capital losses available for carry-forward to reduce future years' taxable income, which expires commencing 2037.

The potential benefits of these carry-forward non-capital losses has not been recognized in these financial statements as it is not considered probable that sufficient future taxable profit will allow the deferred tax asset to be recovered.

15. SUBSEQUENT EVENTS

On August 11, 2025, 626,100 finders' warrants with a weighted average exercise price of $0.30 expired unexercised (Note 9(d)).

On September 15, 2025, the Company announced a warrant exercise incentive program for up to 33,996,346 outstanding common share purchase warrants. Under the program, the exercise price of each warrant was temporarily repriced to $0.10 per common share for the period from September 15, 2025 to October 14, 2025. In addition, for each warrant exercised during this period, the holder received one additional warrant. Each additional warrant entitles the holder to acquire one common share of the Company at an exercise price of $0.30 per share for a period of four years from the date of issuance. These additional warrants, and any common shares issued upon exercise, are subject to a statutory hold period of four months and one day from the date of issuance. On October 15, 2025, the Company extended the program to October 30, 2025. On November 11, 2025, the Company announced that a total of 3,450,000 warrants had been exercised prior to the October 30 deadline, resulting in the issuance of 3,450,000 common shares and 3,450,000 additional warrants.

On September 19, 2025, the Company closed a non-brokered private placement of 3,916,666 units in the capital of the Company at a price of $0.12 per unit for gross proceeds of $470,000. Each unit comprises one common share and one warrant. Each warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.15 per share until September 19, 2029.

On November 19, 2025, the Company closed a non-brokered private placement of 30,000,000 units in the capital of the Company at a price of $0.10 per unit for gross proceeds of $3,000,000. Each unit comprises one common share and one share purchase warrant. Each warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.15 per share until November 19, 2027.

16. CONTINGENCIES

From time to time, the Company may be a party to various claims and lawsuits. The Company's accounting policy is to include the estimated net cost of disposition of known claims and lawsuits in its financial statements where it is possible to make such estimates.

AI assistant

AJN Resources Inc. — Audit Report / Information 2025

47534_rns_2025-11-28_2775b74e-42c9-45a9-8f26-bc54c5b220bc.pdf

Independent Auditor's Report

Opinion

Basis for Opinion

Material Uncertainty Related to Going Concern

Key Audit Matters

Other Information

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

Auditor's Responsibilities for the Audit of the Financial Statements

1. NATURE OF OPERATIONS AND GOING CONCERN

2. BASIS OF PREPARATION

a) Statement of compliance

b) Basis of presentation

2. BASIS OF PREPARATION (continued)

c) Functional and presentation currency

d) Basis of consolidation

3. MATERIAL ACCOUNTING POLICIES

a) Cash

b) Financial instruments

Financial assets at FVTPL

Financial assets at FVTOCI

3. MATERIAL ACCOUNTING POLICIES (continued)

Financial assets at amortized cost

Financial liabilities at amortized cost

c) Exploration and evaluation expenditures

d) Equipment

e) Impairment of non-financial assets

3. MATERIAL ACCOUNTING POLICIES (continued)

f) Share capital

g) Unit issuance

h) Warrants issued in share-based payments

i) Share-based compensation

j) Reserves

3. MATERIAL ACCOUNTING POLICIES (continued)

k) Income taxes

l) Loss per share

m) Foreign currency translation

3. MATERIAL ACCOUNTING POLICIES (continued)

n) Recent accounting pronouncements

IFRS 18 Presentation and Disclosure in Financial Statements

Classification of liabilities as current or non-current - amendments to IAS 1

Supplier finance arrangements - amendments to IAS 7 and IFRS 7

4. SIGNIFICANT ACCOUNTING JUDGMENTS AND SOURCES OF ESTIMATION UNCERTAINTY

4. SIGNIFICANT ACCOUNTING JUDGMENTS AND SOURCES OF ESTIMATION UNCERTAINTY (continued)

a) Critical accounting estimates

b) Critical accounting judgements

5. PREPAID EXPENSES AND DEPOSITS

6. EXPLORATION AND EVALUATION ASSETS

a) Salt Wells Property

b) Dabel Gold Project

6. EXPLORATION AND EVALUATION ASSETS (continued)

c) Kabunda South Project

MEK PR 15383

MEK PR 15623

d) Manono Northeast Project

Palm PR 15282

6. EXPLORATION AND EVALUATION ASSETS (continued)

e) Okote Gold Project

f) Exploration expenses

7. EQUIPMENT

8. CONVERTIBLE DEBENTURE

9. SHARE CAPITAL

a) Authorized share capital

b) Share capital transactions

9. SHARE CAPITAL (continued)

9. SHARE CAPITAL (continued)

c) Stock options

9. SHARE CAPITAL (continued)

d) Warrants

9. SHARE CAPITAL (continued)

10. RELATED PARTY TRANSACTIONS

11. SEGMENTED INFORMATION

11. SEGMENTED INFORMATION (continued)

12. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

a) Credit risk

b) Liquidity risk

c) Interest rate risk

d) Foreign exchange risk

AJN Resources Inc. Audit Report / Information 2025