Anquiro Ventures Ltd. — Interim / Quarterly Report 2025

May 31, 2025

Anquiro Ventures Ltd.

Condensed Consolidated Interim Financial Statements

For the nine months ended March 31, 2025 and 2024

Expressed in Canadian Dollars - unaudited

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NOTICE TO READER

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

The accompanying unaudited condensed interim financial statements have been prepared by and are the responsibility of the management.

The Company's independent auditor has not performed a review of these financial statements in accordance with the standards established by the Canadian Institute of Chartered Professional Accountants for a review of interim financial statements by an entity's auditor.

VANCOUVER, BC
May 30, 2025

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ANQUIRO VENTURES LTD.
Condensed Consolidated Interim Statements of Financial Position
(Expressed in Canadian dollars - unaudited)

As at	Note	March 31, 2025	June 30, 2024
Assets
Current assets
Cash		$ 38	$ 930
Prepaids	6	-	335
Total assets		$ 38	$ 1,265
Liabilities and shareholders’ deficit
Current liabilities
Accounts payable and accrued liabilities	4,6	$ 114,965	$ 108,650
Shareholder loan	5,6	5,499	5,499
Advance payable	3,10	-	95,000
		120,464	209,149
Shareholders’ deficit
Share capital	7	255,521	255,521
Subscriptions received	3,10	-	-
Share based payment reserve	7	44,316	44,316
Deficit		(420,263)	(507,721)
Total shareholders’ deficit		(120,426)	(207,884)
Total liabilities and shareholders’ deficit		$ 38	$ 1,265

Nature and continuance of operations (Note 1)

Proposed transaction and subsequent event (Note 10)

Approved by Directors:

"Joe DeVries"

Joe DeVries, Director

"Richard Barnett"

Richard Barnett, Director

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

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ANQUIRO VENTURES LTD.
Condensed Consolidated Interim Statements of Comprehensive Loss
For the nine months ended March 31, 2025 and 2024
(Expressed in Canadian dollars - unaudited)

	Note	Nine months ended March 31,		Three months ended March 31,
		2025	2024	2025	2024
Administrative expenses
General and administrative		$ 24	$ 406	$ -	$ 102
Professional fees		20,039	34,662	3,750	9,000
Shareholder communications		1,384	2,226	-	2,226
Transfer agent and filing fees		35,156	11,118	11,222	6,748
Travel and related		-	521	-	521
		56,910	48,933	15,100	18,597
Other expenses
Gain on unwinding subsidiary		(107,390)	-	-	-
Expense recovery		(36,822)	-	-	-
		-	-	-	-
Net and comprehensive income (loss) for the period		$ 87,458	$ (48,933)	$ (15,100)	$ (18,597)
Weighted average number of outstanding shares		4,500,001	4,500,001	4,500,001	4,500,001
Basic and diluted loss per share		$ 0.02	$ (0.01)	$ (0.01)	$ (0.01)

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

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ANQUIRO VENTURES LTD.

Condensed Consolidated Interim Statement of Changes in Shareholders' Deficit

(Expressed in Canadian dollars - unaudited)

	Note	Share capital		Subscriptions received	Share based payment reserve	Deficit	Total shareholders' equity (deficit)
		Number of shares	Amount
Balance at June 30, 2023		4,500,001	255,521	95,000	44,316	(460,229)	(65,392)
Net loss for the period		-	-	-	-	(48,933)	(48,933)
Balance at March 31, 2024		4,500,001	255,521	95,000	44,316	(509,162)	(114,325)
Balance at June 30, 2024		4,500,001	$ 255,521	$ -	$ 44,316	$ (507,721)	$ (207,884)
Net income (loss) for the period		-	-	-	-	87,458	87,458
Balance at March 31, 2025		4,500,001	$ 255,521	$ -	$ 44,316	$ (420,263)	$ (120,426)

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

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ANQUIRO VENTURES LTD.
Condensed Consolidated Interim Statements of Cash Flows
For the nine months ended March 31, 2025 and 2024
(Expressed in Canadian dollars - unaudited)

	2025	2024
Cash provided by (used in):
Operating activities
Net income (loss) in the period	$ 87,458	$ (48,933)
Net change in non-cash working capital items:
Prepaid	335	(335)
Subscription liabilities	(95,000)	-
Accounts payable and accrued liabilities	6,315	32,480
Cash used in operating activities	(892)	(16,788)
Decrease in cash	(892)	(16,788)
Cash, beginning	930	18,377
Cash, ending	$ 38	$ 1,589

Non-cash transactions:

During the periods ended March 31, 2025, and 2024, there were no non-cash transactions.

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

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ANQUIRO VENTURES LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended March 31, 2025 and 2025

(Expressed in Canadian dollars - unaudited)

1. NATURE AND CONTINUANCE OF OPERATIONS

Anquiro Ventures Ltd. (the "Company") was incorporated in Canada under the British Columbia Business Corporations Act on March 1, 2012 and its head office is located at 595 Howe Street, Suite 303, Vancouver, British Columbia, V6C 2T5.

The Company was formed for the primary purpose of completing an Initial Public Offering ("IPO") on the TSX Venture Exchange ("Exchange") which completed on February 23, 2018, as a Capital Pool Company ("CPC") as defined in Policy 2.4 of the Exchange.

The principal business of the Company will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction ("QT"). The Company has not commenced operations and has no assets other than cash. The Company's continuing operations as intended are dependent upon its ability to identify, evaluate, and negotiate an acquisition, or a business, or an interest therein. Such an acquisition would be subject to regulatory and shareholder approval as required.

The proposed business of the Company, and the completion of a Qualifying Transaction, involves a high degree of risk. There is no assurance that the Company will identify an appropriate business for acquisition or investment, and even if so identified and warranted, it may not be able to finance such an acquisition or investment within the requisite time period. Additional funds will be required to enable the Company to pursue such an initiative, and the Company may be unable to obtain such financing on terms which are satisfactory to it. Furthermore, there is no assurance that the business will be profitable. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Should the Company be unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its statements of financial position. Such adjustment could be material.

At March 31, 2025, the Company had current liabilities exceeding current assets by $120,426 and accumulated losses of $420,263. The Company's ability to meet its obligations and maintain its current operations is contingent upon successful completion of additional financing arrangements, continued cooperation of creditors and related parties, completing a Qualifying Transaction and generating profitable operations (Note 10).

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION

(a) Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (IASB). These condensed interim consolidated financial statements have been prepared using the same accounting policies and methods of computation as the most recent annual financial statements for the year ending June 30, 2024.

These unaudited condensed consolidated interim financial statements do not include all the note disclosures required by IFRS for annual financial statements, and therefore should be read in conjunction with the annual audited consolidated financial statements for the year ended June 30, 2024. In the opinion of management, all adjustments considered necessary for fair presentation of the Company's financial position, results of operations and cash flow have been included. Operating results for the nine-month period ended March 31, 2025, are not necessarily indicative of the results that may be expected for the current fiscal year.

The financial statements were approved by the board of directors on May 30, 2025.

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ANQUIRO VENTURES LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended March 31, 2025 and 2025

(Expressed in Canadian dollars - unaudited)

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(b) Material accounting policy information

The Company has consistently applied the following accounting policies to all periods presented in these financial statements, except if mentioned otherwise. In addition, the Company adopted Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2). The amendments require the disclosure of "material" rather than "significant", accounting policies. Although the amendments did not result in any changes to the accounting policies themselves, they impacted the accounting policy information disclosed in certain instances.

(c) Basis of presentation

These consolidated financial statements have been prepared on a historical cost basis, modified where applicable and are presented in Canadian dollars, which is the Company's functional currency.

(d) Consolidation

On June 8, 2023, the Company acquired 100% the shares of Anquiro Financial Corp. ("AFC") as described in Notes 3 and 11. As at June 30, 2024, these consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, AFC, from the date of acquisition. During the period ended March 31, 2025, as further described in notes 3, and 11, the Company unwound the acquisition of AFC. These consolidated financial statements include the accounts of the Company and AFC up to October 17, 2024.

(e) Use of estimates and judgments

The preparation of the Company's financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. Significant areas requiring the use of estimates include the recognition of deferred income tax assets. Actual results may differ from these estimates. Significant areas requiring the use of judgment in applying the Company's accounting policies include the assessment of the Company's ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty.

(f) Financial instruments

(i) Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss ("FVTPL"), at fair value through other comprehensive income (loss) ("FVTOCI") or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company's business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

Cash is classified as FVTPL; accounts payable and shareholder loan are classified as amortized cost.

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ANQUIRO VENTURES LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended March 31, 2025 and 2025

(Expressed in Canadian dollars - unaudited)

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(ii) Measurement

Financial assets and liabilities at amortized cost:

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

Financial assets and liabilities at FVTPL:

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

(iii) Derecognition

Financial assets:

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.

Financial liabilities:

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and / or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

Gains and losses on derecognition are generally recognized in profit or loss.

(g) Loss per share

Basic loss per share is calculated by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the year. Diluted earnings per share reflect the potential dilution of securities that could share in earnings of an entity.

In a loss year, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be anti-dilutive. Basic and diluted loss per share are the same for the periods presented.

(h) Income taxes

Income tax expense 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. Current tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for relating to goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect neither accounting or taxable loss, and 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 end of the reporting period. 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.

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ANQUIRO VENTURES LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended March 31, 2025 and 2025

(Expressed in Canadian dollars - unaudited)

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (Continued)

(i) Share-based payments

Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received. The corresponding amount is recorded to reserves. The fair value of options is determined using the Black–Scholes Option Pricing Model which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. Vesting is determined by the Board of Directors.

(j) Changes in accounting standards

Certain accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a material impact on the Company's consolidated financial statements other than note disclosures. The Company has not early adopted these revised standards.

3. ACQUISITION OF ANQUIRO FINANCIAL CORP.

During the year ended June 30, 2023, pursuant to the proposed Qualifying Transaction, as further described in Note 10, the Company acquired AFC on June 8, 2023, a Canadian company incorporated under the British Columbia Business Corporations Act, by way of a share transfer. AFC transferred its one issued and outstanding common share to the Company, which constitutes the acquisition of 100% of AFC. AFC was formed as a special purpose vehicle in connection to the facilitation of the Company's Qualifying Transaction and was controlled by a director of the Company.

The transaction was accounted for as an asset acquisition. The fair value of the identifiable net assets of AFC at acquisition date which equaled the carrying values of the assets and liabilities held by AFC are as follows:

	-$-
Assets
Cash	11,718
Liabilities
Accounts payable	(8,872)
Accrued liabilities	(10,500)
Subscriptions received	(95,000)
	(114,372)
Net transaction cost	(102,654)

During the year ended June 30, 2023, in connection to the proposed Qualifying Transaction, the subscriptions received of $95,000 were classified as equity.

The fair value of the net assets of $(102,654) was expensed as a transaction cost in the consolidated statement of comprehensive loss during the year ended June 30, 2023.

During the year ended June 30, 2024, the Company reclassified the subscriptions received to current liabilities to reflect the nature of the transaction as described further in Note 10. During the period ended March 31, 2025, as further described in Notes 3, and 11, the Company unwound the acquisition of AFC.

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ANQUIRO VENTURES LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended March 31, 2025 and 2025

(Expressed in Canadian dollars - unaudited)

1. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	March 31, 2025 -$-	June 30, 2024 -$-
Accounts payable	98,465	88,400
Accrued liabilities	16,500	20,250
	114,965	108,650

1. SHAREHOLDER LOAN

As at March 31, 2025, the balance of the shareholder loan is $5,499 (June 30, 2024 - $5,499); this amount is unsecured, non-interest bearing and has no fixed terms for repayment (Note 6).

1. RELATED PARTY TRANSACTIONS

As at March 31, 2025, the balance of $5,499 (June 30, 2024 - $5,499) is due to a director of the Company and is included as a shareholder loan (Note 5). The amount is non-interest bearing, unsecured and payable on demand.

As at March 31, 2025, there were the following balances in connection to a director and companies controlled by a director of the Company:

• recorded to prepaid, $335 (June 30, 2024 - $335) for filing fees advanced.
• recorded to accounts payable, $16,827 (June 30, 2024 - $18,092) for business expenses paid by a director and companies controlled by a director of the company.

The sole share outstanding in AFC was held by a director of the Company prior to its transfer to the Company (Note 3).

The Company has identified all of the directors and officers as its key management personnel. During the period ended March 31, 2025, and the year ended June 30, 2024, the Company did not incur transactions with directors and officers, or companies that are controlled by directors or officers of the Company, other than disclosed above.

1. SHARE CAPITAL

Common shares

The Company has authorized an unlimited number of common shares without par value.

As at March 31, 2025 and June 30, 2024, there were 4,500,001 issued and fully paid common shares.

There have been no share capital transactions during the period ended March 31, 2025, and the year ended June 30, 2024.

On February 23, 2018, the Company completed its IPO and issued 2,000,000 common shares at $0.10 per share for net proceeds of $141,100 after share issuance costs. At the completion of the IPO, the common shares issued to the Company's founders are subject to an escrow agreement. There are 2,500,001 shares held in escrow.

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ANQUIRO VENTURES LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended March 31, 2025 and 2025

(Expressed in Canadian dollars - unaudited)

7. SHARE CAPITAL (Continued)

Stock options

The Company's stock option plan allows for the granting of options to acquire a number of common shares equal to 10% of the issued and outstanding common shares at the time of the grant. Options granted under the plan will vest at a schedule determined by the board of directors.

During the period ended March 31, 2025 and the year ended June 30, 2024, the Company had no stock options outstanding.

Share-based payment reserve

The share-based payment reserve records items recognized as stock-based compensation expense until the options or warrants are exercised, at which time the corresponding amount will be transferred to share capital.

During the period ended March 31, 2025 and the year ended June 30, 2024, the Company did not grant any stock options.

8. FINANCIAL INSTRUMENTS AND RISKS

(a) Fair values

The fair values of cash, accounts payable and shareholder loan approximate their carrying values due to the short-term to maturities of these financial instruments.

(b) Interest rate

Interest rate risk is the risk that the fair value of 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 it does not have any assets or liabilities that are affected by changes in interest rates.

(c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company's objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. The Company achieves this by maintaining sufficient cash on hand to meet its financial obligations. The Company is exposed to liquidity risk.

(d) Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's exposure to credit risk is on its cash held in bank accounts. This risk is managed by using major banks that are high credit quality financial institutions as determined by rating agencies. The Company assessed its credit risk as low.

(e) Foreign exchange risk

Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company is not exposed to currency risk.

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ANQUIRO VENTURES LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended March 31, 2025 and 2025

(Expressed in Canadian dollars - unaudited)

9. CAPITAL MANAGEMENT

The Company's capital structure consists of cash and share capital. The Company manages its capital structure, and makes adjustments to it, based on the funds available to the Company, in order to complete a Qualifying Transaction. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. In order to carry out the planned activities and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management since inception. The Company is not subject to externally imposed capital requirements.

10. PROPOSED TRANSACTION AND SUBSEQUENT EVENT

On June 16, 2023, as amended on October 22, 2023, January 31, 2024, May 21, 2024 and October 17, 2024, the Company became party to a Definitive Agreement to complete a Qualifying Transaction "the Proposed Transaction" or "the Agreement" with AFC and Black Pine Resources Corp. ("Black Pine"), a private corporation incorporated under the laws of the Province of British Columbia. The Company, Black Pine and AFC entered into a binding merger agreement, as amended, whereby the Company is anticipated to acquire the business of Black Pine. Three of the directors of the Company are also directors and / or officers of Black Pine.

Black Pine was incorporated under the Business Corporations Act (British Columbia) on October 20, 2017, under the name "Digital Asset Management Corp." On February 23, 2021, Black Pine changed its name to "Black Pine Resources Corp.". Black Pine is a mineral exploration company focused on the acquisition and exploration of mineral properties. Pursuant to a letter of intent dated April 12, 2022 ("GBR LOI"), as amended, with Great Basin Resources Inc. ("GBR"), Black Pine is entitled to earn an undivided 100% interest in the Sugarloaf Copper Project (the "Sugarloaf Property"), subject to a 2% net smeltery royalty due to GBR and certain other payments due to GBR, as provided in the GBR LOI.

On October 17, 2024, the Company and Black Pine have entered into a termination agreement with AFC, terminating the previously announced transaction pursuant to the second amended and restated merger agreement dated May 21, 2024.

The purchase of AFC required consent from the Exchange, which the Company had not obtained and thus inadvertently contravened the policies of the Exchange. At the request of the Exchange, the Company has agreed to unwind the acquisition of AFC. To that end, the Company has entered into a share purchase agreement with Richard Barnett whereby the Company will sell and Mr. Barnett will purchase the sole outstanding common share of AFC in consideration for the purchase price paid by the Company for such share, being $1.00 (the "Unwinding Transaction"). Pursuant to the Unwinding Transaction, all liabilities of AFC will remain liabilities of AFC and will not be assumed by the Company. During the year ended June 30, 2024, the Company reclassified $95,000 of subscriptions received from equity to liabilities as this amount will no longer be settled with the Company's shares.

Subsequent to the completion of the Unwinding Transaction, the Company and Black Pine entered into a merger agreement with 1504671 B.C. Ltd. ("New AcquisitionCo"). This merger agreement features near identical terms (other than (i) the replacement of AFC with New AcquisitionCo and (ii) the revision of the outside date of the Merger Agreement to May 31, 2025 to the previously terminated Original Agreement, pursuant to which the Company and Black Pine are anticipated to complete a three-cornered amalgamation, whereby New AcquisitionCo will amalgamate with Black Pine under the Business Corporations Act (British Columbia).

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ANQUIRO VENTURES LTD.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended March 31, 2025 and 2025

(Expressed in Canadian dollars - unaudited)

10. PROPOSED TRANSACTION AND SUBSEQUENT EVENT (Continued)

The Proposed Transaction is a Non-Arm's Length Qualifying Transaction as the same parties and their Associates or Affiliates are Control Persons (as such aforementioned capitalized terms are defined in the policies of the Exchange) in both the Company and Black Pine. Furthermore, the Proposed Transaction may be considered a related party transaction (as such term is defined in Multilateral Instrument 61-101) because (a) Ms. Keturah Nathe (President, CEO and a director of the Company) is also a director of Black Pine, Mr. Joe DeVries (a director of the Company) is also a director of Black Pine, and Mr. Richard Barnett (a director of the Company) is also the CFO of Black Pine; and (b) the aggregated holdings of the issued and outstanding common shares of the Company and of Black Pine by Principals (as such term is defined in the policies of the Exchange) of the Company exceed 20%.

Subject to satisfaction or waiver of the conditions precedent referred to herein and in the Merger Agreement, the Company and Black Pine anticipate that the Proposed Transaction will be completed no later than May 31, 2025. Subsequent to the period ended March 31, 2025 the outside date passed and the Company and Black Pine are working towards extending the outside date. There is no assurance that the Proposed Transaction will be completed on the terms proposed herein or at all.

Trading in the common shares of the Company is currently suspended in accordance with the policies of the Exchange and will remain suspended until such time as all required documentation in connection with the Proposed Transaction has been filed with and accepted by the Exchange and permission to resume trading has been obtained from the Exchange.

Concurrent Financing

On November 12, 2024, the Company, AcquisitionCo and Black Pine entered into an amending agreement to amend the Merger Agreement to, inter alia, increase the concurrent financing in connection with the Proposed Transaction (the "Concurrent Financing") and confirm the finder's fee.

Subsequent to the period ended September 30, 2024, and pursuant to the aforementioned amending agreement, the concurrent financing was updated to the following: Black Pine anticipates completing a non-brokered private placement offering of a minimum of 11,000,000 subscription receipts (the "Subscription Receipts") to subscribers for aggregate gross proceeds of a minimum of $1,100,000 at a price per Subscription Receipt of $0.10. The Subscription Receipts will be governed by the Subscription Receipt certificates. A finder's fee of up to 10% of the gross proceeds of the Concurrent Financing will be payable from the escrowed proceeds on or after the date on which the escrowed funds will be released to Black Pine.

On the closing date of the Concurrent Financing, the escrowed proceeds will be delivered to and held by the escrow agent of the Subscription Receipts (the "SR Agent") and invested in an interest bearing account pursuant to the terms and conditions of an escrow agreement.

Each Subscription Receipt unit ("SR Unit") is comprised of one Black Pine common share ("Black Pine Share") and one warrant ("SR Warrant"), with each SR Warrant being exercisable for a period of three years after its issuance to acquire one Black Pine Share at the price per share of $0.20, subject to certain acceleration rights ("SRW Acceleration Right").

At the effective time of the Proposed Transaction, the Black Pine Share and the SR Warrants will be exchanged for common share of the resulting issuer and warrants of the resulting issuer, respectively, with each such warrant being exercisable for a period of three years from the issuance date of the exchanged warrant to acquire one common share of the resulting issuer at the price per share of $0.20, subject to the SRW Acceleration Right.

Furthermore, Black Pine has agreed to be responsible for all costs and charges incurred with respect to the Proposed Transaction.