Argo Graphene Solutions Corp. — Audit Report / Information 2025

Mar 31, 2026

ARGO

Graphene Solutions

(FORMERLY ARGO LIVING SOILS CORP.)
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
NOVEMBER 30, 2025 AND 2024
(Expressed in Canadian Dollars)

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dmcl LLP

dmcl.ca

Independent Auditor's Report

To the Shareholders of Argo Graphene Solutions Corp. (formerly Argo Living Soils Corp.)

Opinion

We have audited the consolidated financial statements of Argo Graphene Solutions Corp. (formerly Argo Living Soils Corp.) (the "Company"), which comprise the consolidated statements of financial position as at November 30, 2025 and 2024, and the consolidated statements of loss and comprehensive loss, changes in shareholders' equity and cash flows 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 November 30, 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

As stated in Note 1, the events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect 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.

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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

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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 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 David Goertz.

Dmcl LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, BC

March 30, 2026

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ARGO GRAPHENE SOLUTIONS CORP.
(Formerly ARGO LIVING SOILS CORP.)
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian Dollars)

As at	Note	November 30, 2025	November 30, 2024
Assets
Current
Cash		$ 297,670	$ 86,352
Amounts receivable	4	9,622	6,492
Prepaid expenses	5	67,603	28,133
Total current assets		374,895	120,977
Equipment	6	13,000	–
ROU asset	6	47,990	–
Total Assets		$ 435,885	$ 120,977
Liabilities and Shareholders’ Equity
Current
Accounts payable and accrued liabilities	9	$ 140,438	$ 75,113
Due to related parties	11	11,237	9,900
Lease liability	7	23,990	–
Total current liabilities		175,665	85,013
Long-term lease liability	7	24,192	–
Total Liabilities		199,857	85,013
Shareholders’ Equity
Share capital	8,16	5,014,626	2,014,893
Contributed surplus		13,388	13,388
Obligation to issue shares	8,16	137,117	13,500
Share-based payment reserve	8	1,568,521	196,354
Accumulated deficit		(6,497,624)	(2,202,171)
Total Shareholders’ Equity		236,028	35,964
Total Liabilities and Shareholders’ Equity		$ 435,885	$ 120,977

Nature and continuance of operations – Note 1
Commitment – Note 7
Subsequent events – Notes 8 and 16

Approved on behalf of the Board of Directors on March 30, 2026

“Robert Intile” “Scott Smale”
Director Director

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

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ARGO GRAPHENE SOLUTIONS CORP.
(Formerly ARGO LIVING SOILS CORP.)
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Expressed in Canadian Dollars)

	Note	For the year ended November 30,
		2025	2024
Operating expenses
Advertising and promotion		$ 1,343,584	$ 314,580
Amortization	6	2,086	2,281
Audit and accounting		44,001	38,466
Consulting	11	1,362,106	162,250
Management services	11	34,495	35,200
Office and miscellaneous		104,929	27,887
Professional fees		92,943	78,483
Regulatory and filing fees		80,517	44,509
Research and development	8,12	180,092	83,750
Share-based compensation	8,11	1,050,700	–
Operating expenses		(4,295,453)	(787,406)
Loss on disposal of equipment	6	–	(26,505)
Other income		–	3,473
Net loss and comprehensive loss		$ (4,295,453)	$ (810,438)
Loss per share – basic and diluted		$ (0.23)	$ (0.06)
Weighted average number of common shares outstanding – basic and diluted		18,968,360	12,725,782

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

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ARGO GRAPHENE SOLUTIONS CORP.
(Formerly ARGO LIVING SOILS CORP.)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Expressed in Canadian Dollars)

	Number of Common Shares	Share Capital	Obligation to Issue Shares	Contributed Surplus	Share-based Payment Reserve	Accumulated Deficit	Total Shareholders' Equity
Balance at November 30, 2023	11,079,001	$ 1,237,546	$ 49,406	$ 13,388	$ 198,998	$ (1,391,733)	$ 107,605
Shares issued	2,378,333	431,750	13,500	–	–	–	445,250
Share issuance costs	–	(42,752)	–	–	9,049	–	(33,703)
Shares issued on exercise of warrants	550,000	217,693	–	–	(11,693)	–	206,000
Shares issued for license	250,000	49,406	(49,406)	–	–	–	–
Shares issued for debt	550,000	82,500	–	–	–	–	82,500
Shares issued for research and development	125,000	38,750	–	–	–	–	38,750
Net loss	–	–	–	–	–	(810,438)	(810,438)
Balance at November 30, 2024	14,932,334	2,014,893	13,500	13,388	196,354	(2,202,171)	35,964
Shares issued	1,651,214	528,025	(13,500)	–	–	–	514,525
Share issuance costs	–	(38,285)	–	–	4,027	–	(34,258)
Shares issued on exercise of warrants	5,403,188	1,890,930	–	–	(5,730)	–	1,885,200
Shares issued on exercise of options	45,000	55,516	19,500	–	(26,267)	–	48,749
Units issued on exercise of compensation option for services	750,000	563,547	–	–	285,661	–	849,208
Compensation options to be issued for services	–	–	117,617	–	63,776	–	181,393
Share-based compensation	–	–	–	–	1,050,700	–	1,050,700
Net loss	–	–	–	–	–	(4,295,453)	(4,295,453)
Balance at November 30, 2025	22,781,736	$ 5,014,626	$ 137,117	$ 13,388	$ 1,568,521	$ (6,497,624)	$ 236,028

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

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ARGO GRAPHENE SOLUTIONS CORP.
(Formerly ARGO LIVING SOILS CORP.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)

| For the year ended
November 30, | | |
| --- | --- | --- |
| | 2025 | 2024 |
| Operating activities | | |
| Net loss | $ (4,295,453) | $ (810,438) |
| Non-cash items: | | |
| Amortization | 2,086 | 2,281 |
| Compensation options issued for services | 1,030,601 | – |
| Interest expense | 398 | – |
| Loss on disposal of equipment | – | 26,505 |
| Share-based compensation | 1,050,700 | – |
| Shares issued for research and development | – | 38,750 |
| Changes in working capital items: | | |
| Amounts receivable | (3,130) | (1,469) |
| Prepaid expenses | (39,470) | (22,779) |
| Accounts payable and accrued liabilities | 65,325 | 104,660 |
| Due to related parties | 1,337 | 32,400 |
| Cash used in operating activities | (2,187,606) | (630,090) |
| Investing activities | | |
| Equipment | (13,000) | – |
| Cash used in investing activities | (13,000) | – |
| Financing activities | | |
| Issuance of shares | 514,525 | 396,750 |
| Share issuance costs | (34,258) | (33,703) |
| Shares issued on exercise of warrants | 1,885,200 | 206,000 |
| Shares issued on exercise of options | 48,749 | – |
| Advances, net | – | 35,000 |
| Lease liability | (2,292) | – |
| Cash received on subscription to units | – | 13,500 |
| Cash provided by financing activities | 2,411,924 | 617,547 |
| Increase (decrease) in cash | 211,318 | (12,543) |
| Cash, beginning | 86,352 | 98,895 |
| Cash, ending | $ 297,670 | $ 86,352 |

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

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ARGO GRAPHENE SOLUTIONS CORP.
(Formerly ARGO LIVING SOILS CORP.)
Notes to the Consolidated Financial Statements
For the Years Ended November 30,2025 and 2024
(Expressed in Canadian Dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

Argo Graphene Solutions Corp. (formerly Argo Living Soils Corp.) (the “Company”) was incorporated on March 14, 2018, under the Business Corporations Act (British Columbia). The Company’s primary focus is on developing sustainable, high-performance solutions for the construction and agricultural industries. In 2025, the Company began expanding its focus to incorporate green concrete and graphene technologies into its soil and concrete products. The Company’s common shares trade on the Canadian Securities Exchange (the “CSE”) under the symbol “ARGO” and on OTCQB Venture Market under the symbol “ARLSF”. The Company’s corporate office is located at 555 – 1130 West Pender Street, Vancouver, BC V6E 4A4, and its registered and records office address is 1200 - 750 West Pender Street, Vancouver, BC V6C 2T8.

In February 2025, the Company incorporated a new subsidiary, Argo Green Concrete Solutions Inc., in the state of Nevada, USA, to allow the Company to enter the US green concrete market, leveraging organically produced graphene technology.

These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will have sufficient capital to fund the costs of its operations and realize the carrying value of assets and discharge liabilities in the normal course of operations. A different base of measurements may be appropriate if the Company is not expected to continue operations for the foreseeable future. As at November 30, 2025, the Company has not advanced its operations to commercial production. The ability of the Company to continue as a going concern is dependent upon the successful results from its business activities and its ability to attain profitable operations and generate funds from and/or raising sufficient equity financing, issuing debt or securing related party advances to complete the development of its business. 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. Management anticipates that the Company will need to seek out additional equity financing to continue with planned development and general operations for the ensuing year.

These consolidated financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize its assets and discharge its liabilities in the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements. These adjustments could be material.

2. BASIS OF PRESENTATION

These consolidated financial statements were authorized for issue on March 30, 2026, by the directors of the Company.

Statement of compliance with International Reporting Standards

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

Basis of measurement

These consolidated financial statements have been prepared on an accrual basis and are based on historical costs, except for certain financial instruments, which are measured at fair value as described in Note 3. These consolidated financial statements are presented in Canadian dollars unless otherwise noted.

Functional currency

The functional and presentation currency of the Company and its subsidiary is the Canadian dollar.

Principles of consolidation

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Argo Green Concrete Solutions Inc. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. All inter-company accounts have been eliminated.

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ARGO GRAPHENE SOLUTIONS CORP.
(Formerly ARGO LIVING SOILS CORP.)
Notes to the Consolidated Financial Statements
For the Years Ended November 30,2025 and 2024
(Expressed in Canadian Dollars)

3. MATERIAL ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

Significant accounting judgements

The preparation of these consolidated financial statements in accordance with IFRS requires the Company to make judgements, apart from those involving estimates, in applying accounting policies. The most significant judgements used in the preparation of the Company’s consolidated financial statements include:

• the classification of development expenditures or operating expenses;
• the assessment of the recoverability and measurement of deferred tax assets; and
• the assessment of the Company’s ability to continue as a going concern.

Significant accounting estimates and assumptions

The preparation of financial statements in accordance with IFRS requires the Company to make estimates and assumptions concerning the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted prospectively in the period in which the estimates are revised.

Estimates and assumptions where there is a significant risk of material adjustments to assets and liabilities in future accounting periods include the fair value of share-based payments and financial instruments, and the recoverability measurement of deferred tax assets.

Loss per share

The Company presents basic and diluted loss per share data for its common shares. Basic loss per share is calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period.

Diluted loss per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for 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 period. The Company’s diluted loss per share does not include the effect of stock options or warrants as they are anti-dilutive.

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 and share warrants are classified as equity instruments. When the Company issues units as part of a private placement, consisting of both common shares and common share purchase warrants, the fair value of the shares is determined using the market price, and the residual value is assigned to the warrants. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the share proceeds.

Financial instruments

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 the Company has opted to measure them at FVTPL.

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ARGO GRAPHENE SOLUTIONS CORP.
(Formerly ARGO LIVING SOILS CORP.)
Notes to the Consolidated Financial Statements
For the Years Ended November 30,2025 and 2024
(Expressed in Canadian Dollars)

The following table presents the classification of the Company’s financial instruments:

Financial asset/liability	Classification
Cash	FVTPL
Accounts payable	Amortized cost
Due to related parties	Amortized cost
Lease liability(1)	Amortized cost

(1) Lease liabilities are measured in accordance with IFRS 16

Financial assets at FVTPL

Financial assets carried at FVTPL are initially recorded at fair value, and transaction costs are expensed in the statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial asset held at FVTPL are included in profit and loss in the period in which they arise. Derivatives are also categorized as FVTPL unless they are designated specifically as hedges.

Financial assets 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. Gains and losses on derecognition of financial assets classified at amortized cost are recognized in profit or loss.

Financial liabilities

Financial liabilities are recognized initially at fair value, net of transaction costs incurred, and are subsequently measured at amortized cost. Any difference between the amounts originally received, net of transaction costs, and the redemption value is recognized in profit and loss over the period to maturity using the effective interest method.

Impairment of financial assets

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

Derecognition

A financial asset is derecognized when the rights to receive cash flows from the asset have expired or when the Company has transferred its rights to receive cash flows from the asset. A financial liability is derecognized when the obligation under the liability is discharged, cancelled, or expired. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability, and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in the consolidated statement of comprehensive loss.

Income taxes

Current income taxes

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Company operates and generates taxable income.

Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss. Management periodically evaluates the positions taken

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ARGO GRAPHENE SOLUTIONS CORP.
(Formerly ARGO LIVING SOILS CORP.)
Notes to the Consolidated Financial Statements
For the Years Ended November 30,2025 and 2024
(Expressed in Canadian Dollars)

in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred income taxes

Deferred income tax is provided using the asset and liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax assets to be utilized.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) enacted or substantively enacted at the end of each reporting period.

Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax liabilities and assets and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

Share-based compensation

Share-based payments to employees are measured at the fair value of the stock options issued and recognized over the vesting period. Share-based payments to non-employees are measured at the fair value of goods and services received by the Company or the fair value of the stock options granted, if the fair value of the goods and services cannot be reliably estimated. The fair value of the stock options is determined using the Black-Scholes Option Pricing Model, taking into account the terms and conditions upon which the stock options are granted. At each reporting date, the amount recognized as an expense is adjusted to reflect the actual number of stock options that are expected to vest.

Equipment

Equipment is recorded at cost. Cost includes expenditures that are directly attributable to the acquisition of the asset. This includes the purchase price, any other costs directly attributable to bringing the assets to a working condition for intended use and the costs of dismantling and removing the items and restoring the site on which they are located.

Where an item of equipment comprises significant parts with useful lives that are significantly different from that of the asset as a whole, the parts are accounted for as separate items of equipment and depreciated accordingly. 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 from derecognizing an asset determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized through profit or loss.

Equipment is depreciated over its estimated useful life. Costs for normal repairs and maintenance that do not extend economic life or improve service potential are expensed as incurred. Costs of improvements that extend economic life or improve service potential are capitalized and depreciated over the estimated remaining useful life.

The Company commences recording depreciation when the assets are in working condition and ready for intended use, using the straight-line method.

As of November 30, 2025, the Company's equipment included testing equipment with a useful life of three (3) years.

Impairment of assets

The carrying amount of the Company's non-financial assets (which includes equipment) is reviewed at each reporting date to determine whether there is any indication of impairment. If such an indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in the statement of comprehensive loss.

The recoverable amount of assets is the greater of an asset's fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. For an asset that

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ARGO GRAPHENE SOLUTIONS CORP.
(Formerly ARGO LIVING SOILS CORP.)
Notes to the Consolidated Financial Statements
For the Years Ended November 30,2025 and 2024
(Expressed in Canadian Dollars)

does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount. Any reversal of impairment cannot increase the carrying value of the asset to an amount higher than the carrying amount that would have been determined had no impairment loss been recognized in previous years.

Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment.

Foreign currency translation

The Company’s consolidated financial statements are presented in Canadian dollars, which is the Company’s functional currency. Transactions in foreign currencies are translated using the exchange rate prevailing at the date of the transaction. At each reporting date, foreign currency denominated monetary assets and liabilities are translated at reporting date exchange rates. Exchange differences arising from the transactions are recorded in profit or loss for the period. Exchange differences arising from operating transactions are recorded in operating profit for the period; exchange differences related to the financing transactions are recognized as finance costs or income, or in other comprehensive income.

Leases

The Company accounts for its lease obligations in accordance with IFRS 16 - Leases, which requires a lessee to recognize a right of use (an “ROU”) asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. The Company uses the following judgment to determine whether ROU and lease liability exist on a reporting date:

• Liabilities for short-term leases with terms less than 12 months and leases of low-value assets are not recognized as ROU assets and lease.
• The Company recognizes the lease payments associated with leases as an expense on a straight-line basis over the lease term.
• The Company applies judgment to determine the applicable discount rate. The discount rate is based on the Company's incremental borrowing rate and reflects the current market assessments of the time value of money and the associated risks for which the estimates of future cash flows have not been adjusted for.

New accounting standards and interpretations adopted during the current period

Certain new and amended accounting standards and interpretations have been published that are not mandatory for the November 30, 2025, reporting period and have not been early adopted by the Company.

IFRS 18, Presentation and Disclosures in Financial Statements (“IFRS 18”)

This is a new standard on presentation and disclosure in financial statements, which replaces IAS 1, with a focus on updates to the statement of profit or loss. IFRS 18 introduces new requirements to:

• present specified categories and defined subtotals in the statement of profit or loss;
• provide disclosures on management-defined performance measures in the notes to the financial statements; and
• improve aggregation and disaggregation.

An entity is required to apply IFRS 18 for annual reporting periods on or after January 1, 2027, with earlier adoption permitted. IFRS 18 requires retrospective application with specific transition provisions. The Company is assessing the impact of this amendment.

Other new standards and interpretations with future effective dates are either not applicable or not expected to have a significant impact on the Company’s consolidated financial statements.

• 9 -

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ARGO GRAPHENE SOLUTIONS CORP.
(Formerly ARGO LIVING SOILS CORP.)
Notes to the Consolidated Financial Statements
For the Years Ended November 30,2025 and 2024
(Expressed in Canadian Dollars)

4. AMOUNTS RECEIVABLE

As at November 30, 2025 and 2024, the amounts receivable were comprised solely of GST receivable of $9,622 and $6,492, respectively.

5. PREPAID EXPENSES

As of November 30, 2025 and 2024, prepaid expenses consisted of the following:

	November 30, 2025	November 30, 2024
Prepaid advertising and promotion costs	$ 51,245	$ 25,131
Prepaid regulatory and filing fees	9,874	3,002
Prepaid office and miscellaneous	3,028	–
Security deposit on lease	3,456	–
Prepaid expenses	$ 67,603	$ 28,133

6. EQUIPMENT AND ROU ASSET

Cost	ROU Asset	Equipment
Balance at November 30, 2023	$ –	$ 39,283
Sale of equipment	–	(39,283)
Balance at November 30, 2024	–	–
Additions	50,076	13,000
Balance at November 30, 2025	$ 50,076	$ 13,000

Accumulated Depreciation

Balance at November 30, 2023	$ –	$ 10,497
Additions	–	2,281
Disposal of equipment	–	(12,778)
Balance at November 30, 2024	–	–
Additions	2,086	–
Balance at November 30, 2025	$ 2,086	$ –

Net Carrying Amounts

Balance, November 30, 2024	$ –	$ –
Balance, November 30, 2025	$ 47,990	$ 13,000

On October 31, 2025, the Company signed a one-year lease agreement to lease a warehouse space in Regina, Saskatchewan. The lease agreement can be extended for an additional one-year term. The Company amortizes its ROU Asset on a straight-line basis over the two-year lease term.

During the year ended November 30, 2024, the Company terminated its joint venture agreement with Pacific Composting and disposed of the remaining equipment, which resulted in a $26,505 loss on disposal of equipment. The Company did not have similar transactions during the year ended November 30, 2025.

7. LEASE LIABILITY

On October 31, 2025, the Company signed a one-year lease agreement to lease a warehouse space in Regina, Saskatchewan. The lease agreement can be extended for an additional one-year term (Note 6). The lease is calculated using an incremental borrowing rate of 10% per annum.

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ARGO GRAPHENE SOLUTIONS CORP.
(Formerly ARGO LIVING SOILS CORP.)
Notes to the Consolidated Financial Statements
For the Years Ended November 30,2025 and 2024
(Expressed in Canadian Dollars)

At November 30, 2025, the Company’s lease liability related to the lease was as follows:

	November 30, 2025
Lease liability – beginning	$ –
Additions	50,076
Lease payments	(2,292)
Interest expense	398
Lease liability – ending	$ 48,182

At November 30, 2025, the Company is committed to minimum lease payments as follows:

Maturity analysis	November 30, 2025
Less than one year	$ 23,990
One to two years	24,192
Total undiscounted lease liabilities	$ 48,182

8. SHARE CAPITAL

Authorized

Unlimited common shares without par value (the “Shares”).

Share issuances

During the year ended November 30, 2025

On January 31, 2025, the Company closed the second tranche of a non-brokered private placement financing (the “Offering”) by issuing 1,141,500 units (each a “Unit”) at $0.15 per Unit, for aggregate gross proceeds of $171,225. Each Unit was comprised of one Share in the capital of the Company and one transferrable Share purchase warrant (a “Warrant”). Each Warrant entitles the holder to purchase one additional common Share in the capital of the Company at $0.20 per Share, expiring on January 31, 2027. The warrants were assigned a value of $nil based on the residual method.

In connection with the second tranche of the Offering, the Company paid $12,827 in legal and regulatory fees, $5,478 in cash finder’s fees, and issued 36,520 finder’s warrants (“Finder’s Warrant”). Each Finder’s Warrant entitles the holder to acquire one Share at $0.20 per Share, expiring on January 31, 2027. The Company calculated the value of the Finder’s Warrants to be $4,027 using the Black-Scholes Option Pricing Model with the following assumptions: Share price - $0.15; exercise price - $0.20; expected life – 2 years; expected volatility – 167.52%; risk-free interest rate – 2.66%.

On October 9, 2025, the Company closed a non-brokered private placement financing (the “October Offering”) by issuing 509,714 units at $0.70 per unit, for aggregate gross proceeds of $356,800. Each unit was comprised of one common share and one transferable share purchase warrant. Each warrant entitles the holder to purchase one additional common share at $0.80 per share, expiring October 9, 2027. In connection with the October Offering, the Company paid $15,953 in legal and regulatory fees.

During the year ended November 30, 2025, in accordance with a consulting agreement for strategic advisory services dated March 24, 2025, the Company issued a total of 750,000 Shares and Warrants to acquire up to an additional 750,000 Shares at $0.60 per Share, as amended subsequent to November 30, 2025. The detailed information on the consulting agreement is provided under the Compensation Option for Consulting Services section of this Note 8.

During the year ended November 30, 2025, the Company issued a total of 5,403,188 Shares on exercise of warrants for total proceeds of $1,885,200. The average share price on the date of exercise was $0.82. Of the total number of Shares issued on exercise of warrants, 42,438 Shares were issued on exercise of finders’ warrants, which were initially valued at $5,730.

• 11 -

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ARGO GRAPHENE SOLUTIONS CORP.
(Formerly ARGO LIVING SOILS CORP.)
Notes to the Consolidated Financial Statements
For the Years Ended November 30,2025 and 2024
(Expressed in Canadian Dollars)

During the year ended November 30, 2025, the Company issued a total of 45,000 Shares on exercise of options for total proceeds of $29,249. The average share price on the date of exercise was $0.73. In addition, the Company received $19,500 on the exercise of options for further 30,000 Shares, which were issued subsequent to November 30, 2025.

During the year ended November 30, 2024

On March 21, 2024, the Company closed a non-brokered private placement offering by issuing 1,500,000 Units at $0.20 per Unit, for aggregate gross proceeds of $300,000 (the “March Offering”). Each Unit was comprised of one Share and one transferable purchase Warrant. Each Warrant entitles the holder to purchase one additional Share at $0.40 per Share, expiring on March 21, 2026.

In connection with the March Offering, the Company paid $9,800 in legal and regulatory fees and cash commission of $10,800. In addition, the Company issued agent’s warrants to acquire up to 54,000 Shares (the “Agent’s Warrants”), which can be exercised at a price of $0.40 per Agent’s Warrant until March 21, 2026. The Company calculated the value of the Agent’s Warrants to be $8,619 using the Black-Scholes Option Pricing Model with the following assumptions: Share price - $0.20; exercise price - $0.40; expected life – 2 years; expected volatility – 203.08%; risk-free interest rate – 4.15%.

On March 12, 2024, the Company issued 250,000 Shares as consideration for the license agreement. The Shares were determined to have a value of $49,406 calculated as $0.14 per Share discounted using 29.42% rate to reflect a nine-month evaluation period from the initial date of the license agreement, being September 27, 2023, and a four-month hold period.

On June 26, 2024, the Company issued 125,000 Shares in connection with the memorandum of understanding (the “MOU”) to establish a strategic partnership between the Company and Connective Global SDN BHD (“Connective Global”). The Shares have a fair value of $38,750.

On November 21, 2024, the Company closed the first tranche of a non-brokered private placement financing (the “November Offering”) by issuing 878,333 units at $0.15 per Unit, for aggregate gross proceeds of $131,750. Each Unit was comprised of one Share in the capital of the Company and one transferable share purchase Warrant. Each Warrant entitles the holder to purchase one additional Share at $0.20 per Share, expiring on November 21, 2026. The warrants were assigned a value of $nil based on the residual method.

In connection with the first tranche of the November Offering, the Company paid $7,643 in legal and regulatory fees, $525 in cash finder’s fees, and issued 3,500 Finder’s Warrants. Each Finder’s Warrant entitles the holder to acquire one Unit on the same terms as the Units issued in the November Offering at $0.15 per Unit, expiring on November 21, 2026. The Company calculated the value of the Finder’s Warrants to be $430 using the Black-Scholes Option Pricing Model with the following assumptions: Share price - $0.15; exercise price - $0.15; expected life – 2 years; expected volatility – 186.94%; risk-free interest rate – 3.39%.

On November 28, 2024, the Company issued 550,000 Units at $0.15 per Unit, on conversion of $82,500 the Company owed to its vendors. The Units were issued on the same terms as the Units issued in the November Offering. The Company incurred $4,935 in share issuance costs associated with debt conversion. A director of the Company settled $22,500 worth of debt owed for unpaid consulting fees in consideration for 150,000 Units.

During the year ended November 30, 2024, the Company issued a total of 70,000 Shares and an additional 35,000 warrants to acquire 35,000 Shares at $0.40 per Share, expiring on March 17, 2025. These Shares and warrants were issued on exercise of Finder’s Units for total proceeds of $14,000. The average share price on the dates the Finder’s Units were exercised was $0.44. The Finder’s Units had an initial value of $11,693.

During the year ended November 30, 2024, the Company issued a total of 480,000 Shares on exercise of warrants for total proceeds of $192,000. The average share price on the date of exercise was $0.46.

Options

On January 21, 2021, the Company adopted a stock option plan. Under the Company’s stock option plan, the Company may grant options to employees, consultants, and directors up to 10% of the issued and outstanding share capital at the

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ARGO GRAPHENE SOLUTIONS CORP.
(Formerly ARGO LIVING SOILS CORP.)
Notes to the Consolidated Financial Statements
For the Years Ended November 30,2025 and 2024
(Expressed in Canadian Dollars)

date of grant. The exercise price of the options granted cannot be lower than the market price of the Company’s Shares on the date of grant, and the maximum term of the options cannot exceed ten years.

On May 23, 2025, the Company’s board of directors granted 1,800,000 incentive stock options to its directors, officers, and consultants. The stock options are exercisable at $0.65 per Share for a period of three years, expiring on May 23, 2028. The options vested immediately upon grant, and the Company recognized $1,050,700 as share-based compensation associated with these options. The fair value of these stock options was estimated using the Black-Scholes Option Pricing Model using the following assumptions:

	May 23, 2025
Expected life	3 years
Risk-free interest rate	2.72%
Expected dividend yield	Nil
Expected share price volatility	186.54%
Fair value at the date of grant	$0.65

The following table summarizes the stock option activity:

	Number of Options	Weighted Average Exercise Price
Balance at November 30, 2023	725,000	$ 0.28
Cancelled	(650,000)	0.30
Balance at November 30, 2024	75,000	$ 0.20
Granted	1,800,000	0.65
Exercised	(45,000)	0.65
Expired	(75,000)	0.20
Balance at November 30, 2025	1,755,000	$ 0.65

Subsequent to November 30, 2025, the Company issued 180,000 shares on exercise of options for total proceeds of $117,000.

Compensation Option for Consulting Services

On March 24, 2025, the Company entered into a consulting agreement for strategic advisory services in exchange for an option to acquire up to 1,500,000 units (the “Units”) at a deemed price of $0.54 per Unit, expiring on April 17, 2027. Each Unit granted for the consulting services consists of one Share and one Share purchase warrant (the “Warrant”) of the Company. Each Warrant entitles the consultant to acquire an additional Share at an initial exercise price of $1.00 per Share for a period of two years from the date of issuance of the Warrants. Subsequent to November 30, 2025, the Company reduced the exercise price to $0.60 per share.

The Compensation Option vests over the 12 months in equal instalments of 375,000 Units every three months, beginning on July 17, 2025. The Compensation Options can be exercised into Units either by paying cash or offsetting the aggregate Unit exercise price against monthly consulting invoices issued under the Consulting Agreement at a deemed value of $67,500 per month. The Shares and Warrants issued on exercise of the Units will be subject to a voluntary hold period of four months from the date of issuance. To preserve the Company’s cash, the parties agreed that the services provided under the Consulting Agreement will only be settled in equity.

The Company evaluated the transaction based on IFRS 2, Share-Based Payments, and determined that the Shares and Warrants comprising the Units must be evaluated separately as share-based payments to non-employees. Therefore, the Shares to be issued for services are valued based on the average market value of the Shares during the period the services are provided. The fair value of the Warrants to be granted on exercise of the Units will have to be revalued at each reporting and vesting date, in accordance with IFRS 2.

During the year ended November 30, 2025, the Company issued 750,000 Shares and Warrants to acquire up to an additional 750,000 Shares at $1.00 per Share, of which 375,000 warrants expire on July 18, 2027 and 375,000 warrants

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ARGO GRAPHENE SOLUTIONS CORP.
(Formerly ARGO LIVING SOILS CORP.)
Notes to the Consolidated Financial Statements
For the Years Ended November 30,2025 and 2024
(Expressed in Canadian Dollars)

expire on October 20, 2027. These shares were valued at $563,574 based on the average market value of the Shares during the period the services were provided. The total fair value of the Warrants issued was determined to be $285,661.

As of November 30, 2025, a further 179,348 Shares valued at $117,617 were considered earned. This amount was recorded as part of the obligation to issue shares as at November 30, 2025, as these shares vest on January 17, 2026. The fair value of unvested warrants was determined to be $63,776. The Company used the Black-Scholes Option Pricing Model to value these Warrants, which were further adjusted for the voluntary four-month hold period using the Finnerty model. The following assumptions were used:

Expected life of warrants	2 years
Average risk-free interest rate	2.37% - 2.81%
Expected dividend yield	Nil
Average expected share price volatility	143% - 170%
Exercise price	$1.00
Average fair value	$0.51 - $0.93
Average discount for lack of marketability (four-month hold)	$0.1064 - $0.1735

Subsequent to November 30, 2025, the Company repriced the share purchase warrants issued pursuant to a consulting agreement from $1.00 per share to $0.60 per shares (with all other terms remaining unchanged) and amended the remaining compensation options issued under the consulting agreement so that the warrants to be granted on exercise of the vested compensation options will have an exercise price of $0.60 per common share (all other terms will remain unchanged).

Subsequent to November 30, 2025, on March 2, 2026, the Company issued further 375,000 Shares and a Warrant to acquire up to an additional 375,000 Shares on exercise of the third tranche of Compensation Options granted under the consulting agreement. The warrants expire on March 2, 2028, and can be exercised at $0.60 per Share.

Warrants

The following table summarizes the changes in warrants:

	Number of Warrants	Weighted Average Exercise Price
Balance at November 30, 2023	4,840,000	$ 0.40
Issued	3,020,833	0.30
Exercised	(550,000)	0.40
Balance at November 30, 2024	7,310,833	$ 0.36
Issued	1,699,484	0.20
Issued on exercise of Compensation Options	750,000	1.00
Exercised	(5,403,188)	0.35
Expired	(172,500)	0.40
Balance at November 30, 2025	4,184,629	$ 0.50

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ARGO GRAPHENE SOLUTIONS CORP.
(Formerly ARGO LIVING SOILS CORP.)
Notes to the Consolidated Financial Statements
For the Years Ended November 30,2025 and 2024
(Expressed in Canadian Dollars)

At November 30, 2025, the following warrants were outstanding:

Number of Warrants	Exercise Price	Expiry Date
1,211,500(1)	$ 0.40	July 30, 2026
416,750(5)	$ 0.40	March 21, 2026
45,000(2)	$ 0.40	March 21, 2026
375,333	$ 0.20	November 21, 2026
1,750(3)	$ 0.15	November 21, 2026
1,750(3)	$ 0.20	November 21, 2026
250,000	$ 0.20	November 28, 2026
593,000	$ 0.20	January 31, 2027
29,832	$ 0.20	January 31, 2027
375,000(4)	$ 1.00	July 18, 2027
509,714	$ 0.80	October 9, 2027
375,000(4)	$ 1.00	October 20, 2027
4,184,629(6)	$ 0.50

(1) On July 18, 2023, these Warrants were repriced from $0.70 per warrant share to $0.40 per warrant share and the expiry date was extended from August 3, 2023, to July 30, 2026.
(2) Finder’s warrants issued as part of the March 21, 2024 private placement.
(3) Agent’s warrants that were issued in connection with the November 21, 2024, private placement. The Agent’s Warrants entitled the holders to acquire up to 3,500 Units at $0.15 per Unit until November 21, 2026. Each Unit is comprised of one common share and one Share purchase warrant. Each Warrant can be exercised into one Share of the Company at $0.20 until November 21, 2026. The Company issued 1,750 units on partial exercise of these warrants in October of 2025.
(4) Subsequent to November 30, 2025, the Company amended the exercise price of these warrants from $1.00 to $0.60 per share. All other terms of the warrants remain unchanged.
(5) Subsequent to November 30, 2025, 25,000 warrants expired unexercised; the remaining warrants were exercised.
(6) Subsequent to November 30, 2025, the Company issued 737,980 shares on exercise of warrants for total proceeds of $263,859.

As at November 30, 2025, the remaining contractual life of warrants was 1.09 years.

9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	November 30, 2025	November 30, 2024
Trade payables	$ 92,257	$ 23,223
Accrued liabilities	48,181	51,890
Accounts payable and accrued liabilities	$ 140,438	$ 75,113

10. ADVANCES PAYABLE

During the year ended November 30, 2024, the Company received a total of $45,500 in advances, which were borrowed under non-interest-bearing, unsecured debt arrangements payable on demand. On March 21, 2024, as part of the March Offering (Note 8), the Company issued a total of 350,000 units to partially settle the amount owed; the remaining $10,500 was paid in cash.

The Company did not have similar transactions during the year ended November 30, 2025.

11. RELATED PARTY TRANSACTIONS

Related parties include the officers, key management personnel, close family members and entities controlled by these individuals. The Company’s key management personnel comprise the President, CEO, CFO, directors and other essential officers.

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ARGO GRAPHENE SOLUTIONS CORP.
(Formerly ARGO LIVING SOILS CORP.)
Notes to the Consolidated Financial Statements
For the Years Ended November 30,2025 and 2024
(Expressed in Canadian Dollars)

During the years ended November 30, 2025 and 2024, the Company had the following transactions with related parties:

	Years ended November 30,
	2025	2024
Consulting fees paid or accrued to a director and the CFO of the Company	$ 30,000	$ 30,000
Consulting fees paid or accrued to a company controlled by a director and the CEO of the Company	90,000	–
Management fees paid or accrued to the former CFO and director of the Company	7,800	8,700
Management fees paid or accrued to a company controlled by a former director of the Company	24,195	–
Management fees paid or accrued to a former director of the Company	–	24,000
Management fees paid or accrued to a former director of the Company	2,500	2,500
Rent paid or accrued to a company controlled by a former director of the Company	34,400	–
Share-based compensation recognized on grant of options to directors and officers (Note 8)	612,908	–
Total	$ 801,803	$ 65,200

The balances due to related parties consist of amounts owed directly to the officers and directors of the Company and to private companies controlled by the officers and directors of the Company. These amounts are unsecured, non-interest-bearing and due on demand. At November 30, 2025, the balance payable to related parties was $11,237 (2024 - $9,900).

12. RESEARCH AND DEVELOPMENT

On May 5, 2025, the Company entered into a research and development ("R&D") agreement with Graphene Leaders Canada Inc. ("GLC") to develop a graphene nanoplatelet ("GNP") additive for ready-mix concrete. The Company paid $100,000 to fund the project, which was expected to span a three-month period. The Company did not continue with the project.

During the year ended November 30, 2025, the Company spent $76,490 on graphene oxide liquid products research.

On October 28, 2024, the Company signed a definitive agreement with Connective Global SDN BHD ("Connective Global") (the "Agreement"). Under the terms of the Agreement, the Company and Connective Global agreed to jointly conduct research and development of biochar for agricultural and industrial applications at University Putra Malaysia ("UPM") over a period of up to 12 months. The Company committed to funding a total of $100,000 for research and development, of which $45,000 was paid during the year ended November 30, 2024, and to issue up to 500,000 common shares, of which 125,000 common shares with a fair value of $38,750 were also issued during the year ended November 30, 2024 (Note 8).

During the year ended November 30, 2025, the Company did not make any payments or issue any shares under the Agreement as the research and development of biochar has been halted.

13. FINANCIAL RISK MANAGEMENT

The Company is exposed in varying degrees to a variety of financial instrument-related risks. The Company's Board of Directors monitors and approves its risk management practices. The Company's most significant areas of financial risk and risk management are as follows:

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 primary exposure to credit risk is attributable to cash. To limit its exposure to credit risk, the Company holds its cash with high-credit quality financial institutions in Canada.

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ARGO GRAPHENE SOLUTIONS CORP.
(Formerly ARGO LIVING SOILS CORP.)
Notes to the Consolidated Financial Statements
For the Years Ended November 30,2025 and 2024
(Expressed in Canadian Dollars)

Interest Rate Risk

The Company’s current exposure to interest rate arises from the interest rate impact on its cash. The fair value of cash is not significantly affected by changes in short-term interest rates.

Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company attempts to manage liquidity risk by maintaining sufficient cash balances to satisfy current and planned expenditures. The Company may, from time to time, have to issue additional shares to ensure there is sufficient capital to meet long-term objectives.

Foreign Currency Exchange Risk

Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because of change in foreign exchange rates. The Company is exposed to foreign exchange risk as a result of having to acquire some of its raw material in US Dollars.

Financial Instruments

Financial instruments recorded at fair value on the statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices that are observable for assets or liabilities, either directly or indirectly; and

Level 3 - Inputs for assets and liabilities that are not based on observable market data.

The fair value of cash, accounts payable and accrued liabilities, and amounts due to related parties, approximates fair value due to the short-term nature of the financial instruments.

14. CAPITAL MANAGEMENT

In the management of capital, the Company includes the components of shareholders’ equity as well as cash and other working capital. The Company currently manages its capital structure and adjusts it, based on cash resources expected to be available to support its operations. Management has not established a quantitative capital structure, but will review on a regular basis the stage of development of the Company.

There were no changes in the Company’s approach to capital management during the year. The Company is not subject to any externally imposed capital requirements.

15. INCOME TAXES

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

	For the year ended November 30, 2025	For the year ended November 30, 2024
Net loss	$ (4,295,453)	$ (810,438)
Statutory tax rate	27%	27%
Expected income tax recovery at the statutory tax rate	(1,160,000)	(219,000)
Non-deductible items and other	565,000	-
Other	2,000	8,000
Unrecognized deferred assets	593,000	211,000
Income tax recovery	$ -	$ -

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ARGO GRAPHENE SOLUTIONS CORP.
(Formerly ARGO LIVING SOILS CORP.)
Notes to the Consolidated Financial Statements
For the Years Ended November 30,2025 and 2024
(Expressed in Canadian Dollars)

The significant components of the Company’s deferred tax assets and liabilities are as follows:

	For the year ended November 30, 2025	For the year ended November 30, 2024
Deferred tax assets
Non-capital losses	$ 1,145,000	$ 544,000
Share issuance costs	16,000	23,000
Unrecognized deferred tax assets	(1,161,000)	(567,000)
Net deferred income tax assets	$ –	$ –

The Company has non-capital losses for Canadian income tax purposes of approximately $4,239,112, which may be carried forward and applied against taxable income in the future. These losses, if not utilized, will expire starting in 2044.

Tax attributes are subject to review and potential adjustments by tax authorities.

1. SUBSEQUENT EVENTS

Subsequent to November 30, 2025, the Company issued a total of 737,980 shares on exercise of warrants for total proceeds of $263,859, and a further 180,000 shares on exercise of options for total proceeds of $117,000.

Subsequent to November 30, 2025, the Company issued 50,000 common shares to its former director and Landry Construction, a company controlled by him, to complete the orderly wind-down of all service-related obligations associated with Argo’s prior U.S. warehousing arrangements. The Share issuance marked the mutually agreed-upon fulfillment of outstanding commitments related to services previously provided by Landry Construction.

Subsequent to November 30, 2025, the Company granted a director of the Company an option to acquire up to 250,000 Shares at $0.65 per Share, expiring on March 6, 2028.

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