Arya Resources Ltd. — Interim / Quarterly Report 2026

Apr 1, 2026

ARYA RESOURCES LTD.

Condensed Interim Financial Statements

For the three and nine months ended January 31, 2026 and 2025

(Unaudited - Expressed in Canadian dollars)

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Notice of Disclosure of Non-auditor Review of the Condensed Interim Financial Statements for the Three and Nine Months Ended January 31, 2026 and 2025

Pursuant to National Instrument 51-102 Continuous Disclosure Obligations, part 4, subsection 4.3(3)(a) issued by the Canadian Securities Administrators, if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the interim financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim financial statements of Arya Resources Ltd. for the interim periods ended January 31, 2026 and 2025, have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting, as issued by the International Accounting Standards Board, and are the responsibility of management.

The independent auditors, MNP LLP, have not performed a review of these unaudited condensed interim financial statements.

April 1, 2026

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(Unaudited - Expressed in Canadian dollars)

ARYA RESOURCES LTD.
Condensed Interim Statements of Financial Position

	Note	January 31, 2026	April 30, 2025
ASSETS		$	$
Current
Cash		1,378,700	3,572
Goods and services tax receivable		58,477	9,400
Prepaid expenses and deposits		24,760	5,180
		1,461,937	18,152
Exploration and evaluation assets	5	242,050	89,800
Total assets		1,703,987	107,952
LIABILITIES
Current
Accounts payable and accrued liabilities	9	309,044	157,924
Flow-through liability	6	104,444	-
Promissory notes	7, 9	10,000	42,000
Total liabilities		423,488	199,924
SHAREHOLDERS' EQUITY (DEFICIENCY)
Share capital	8(c)	4,181,330	1,884,865
Reserves		639,127	318,753
Deficit		(3,539,958)	(2,295,590)
Total shareholders' equity (deficiency)		1,280,499	(91,972)
Total liabilities and shareholders' equity		1,703,987	107,952

Nature of operations and going concern (Note 1)

Subsequent events (Note 12)

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

/s/ "Rasool Mohammed"

Director

/s/ "Andrew Cormier"

Director

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

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(Unaudited - Expressed in Canadian dollars, except number of shares)

ARYA RESOURCES LTD.
Condensed Interim Statements of Loss and Comprehensive Loss

	Note	Three months ended January 31, 2026	2025	Nine months ended January 31, 2026	2025
Operating expenses		$	$	$	$
Directors' fees	9	6,000	4,500	18,000	20,000
Exploration and evaluation expenses	5	73,313	-	701,112	21,888
Filing fees		230	934	1,730	934
General and administrative		165,016	3,896	250,473	22,100
Management fees	9	50,580	13,740	132,204	70,608
Professional fees	9	33,500	7,925	99,055	50,262
Share-based compensation	8(f), 9	47,573	1,050	75,518	1,050
		376,212	32,045	1,278,092	186,841
Other income (expenses)
Amortization of flow-through premium liability	6	6,851	-	32,465	-
Gain on forgiveness of accrued interest on promissory notes	7	-	-	1,401	-
Government grant income		-	-	-	67,308
Interest expense on promissory note	7	(126)	(15)	(694)	(15)
Interest income		552	-	552	-
Net loss and comprehensive loss for the period		(368,935)	(32,060)	(1,244,368)	(119,548)
Net loss per share:
Basic and diluted		(0.01)	(0.00)	(0.03)	(0.00)
Weighted average number of common shares:
Basic and diluted		40,563,719	25,659,995	37,625,547	25,626,662

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

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(Unaudited - Expressed in Canadian dollars)

ARYA RESOURCES LTD.
Condensed Interim Statements of Cash Flows

	Nine months ended January 31,
	2026	2025
	$	$
Operating activities
Net loss	(1,244,368)	(119,548)
Adjustments for:
Share-based compensation	75,518	-
Amortization of flow-through premium liability	(32,465)	-
Gain on forgiveness of accrued interest on promissory notes	(1,401)	-
Changes in non-cash working capital items:
Goods and services tax receivable	(49,077)	33,630
Prepaid expenses and deposits	(19,580)	(2,515)
Accounts payable and accrued liabilities	152,521	19,484
Cash used in operating activities	(1,118,852)	(68,949)
Investing activities
Ramp East Claims option payment	(25,000)	-
Wedge Lake Gold Property option payments	(10,000)	-
Proceeds from government grant		67,308
Cash (used in) provided by investing activities	(35,000)	67,308
Financing activities
Proceeds from issuance of units in private placements	510,000	-
Proceeds from issuance of flow-through shares in private placements	1,850,000	-
Proceeds from promissory note payable to related party	-	12,000
Proceeds from issuance of common shares in private placement	424,000	-
Unit and share issuance costs	(223,020)	-
Repayment of promissory notes	(32,000)	-
Cash provided by financing activities	2,528,980	12,000
Change in cash	1,375,128	10,359
Cash, beginning of period	3,572	1,416
Cash, end of the period	1,378,700	11,775
Supplemental cash flow information:
Fair value of shares issued for Ramp East Claims option payment	70,000	7,500
Fair value of shares issued for Wedge Lake Gold Property option payment	47,250	-
Fair value of finders warrants issued as finder fees for private placements	79,622	-
Cash interest paid	-	-
Cash income tax paid	-	-

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

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ARYA RESOURCES LTD.
Condensed Interim Statements of Changes in Equity
(Unaudited - Expressed in Canadian dollars, except number of shares)

	Common shares	Share capital	Reserves	Deficit	Total shareholders’ equity (deficiency)
	#	$	$	$	$
Balance, April 30, 2024	25,609,995	1,678,839	439,896	(2,193,498)	(74,763)
Fair value of expired unexercised warrants transferred to deficit	-	-	(132,828)	132,828	-
Shares issued for Wedge Lake Gold Property option payment	100,000	7,500	-	-	7,500
Net loss and comprehensive loss	-	-	-	(119,548)	(119,548)
Balance, January 31, 2025	25,709,995	1,686,339	307,068	(2,180,218)	(186,811)
Shares issued for debt settlement	2,647,010	198,526	-	-	198,526
Share-based compensation	-	-	11,685	-	11,685
Net loss and comprehensive loss	-	-	-	(115,372)	(115,372)
Balance, April 30, 2025	28,357,005	1,884,865	318,753	(2,295,590)	(91,972)
Units issued in private placements	5,100,000	344,766	165,234	-	510,000
Flow-through shares issued in private placements	8,409,791	1,850,000	-	-	1,850,000
Flow-through premium liability	-	(136,909)	-	-	(136,909)
Common shares issued in private placement	1,413,334	424,000	-	-	424,000
Unit and share issuance costs	-	(223,020)	-	-	(223,020)
Finder's warrants issued	-	(79,622)	79,622	-	-
Shares issued in Ramp East Claims option payment	500,000	70,000	-	-	70,000
Shares issued in Wedge Lake Gold Property option payment	150,000	47,250	-	-	47,250
Share-based compensation	-	-	75,518	-	75,518
Net loss and comprehensive loss	-	-	-	(1,244,368)	(1,244,368)
Balance, January 31, 2026	43,930,130	4,181,330	639,127	(3,539,958)	1,280,499

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

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ARYA RESOURCES LTD.
Notes to the Condensed Interim Financial Statements
For the three and nine months ended January 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars, except where noted)

1. NATURE OF OPERATIONS AND GOING CONCERN

Arya Resources Ltd. (the "Company" or "Arya") was incorporated under the laws of the Province of British Columbia on October 19, 2017. The Company is an exploration stage mining company focused on the acquisition, exploration and development of mineral property interests in Saskatchewan, Canada. The Company's registered and records office is 301-850 West Georgia Street, Vancouver, British Columbia, V6C 3J1. The Company's common shares are traded on the TSX Venture Exchange (the "TSX-V") under the symbol RBZ.V.

The Company has not determined if its exploration and evaluation assets contain ore reserves that are economically recoverable. The recoverability of exploration and evaluation assets are dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete the development of and the future profitable production from the property or realizing proceeds from its disposition.

As at January 31, 2026, the Company had working capital of $1,038,449 (April 30, 2025 – working capital deficit of $181,772), an accumulated deficit of $3,539,958 (April 30, 2025 - $2,295,590) and has not generated revenue to date. The Company's operations to date have been funded through the issuance of equity and debt. These factors represent a material uncertainty which may cast significant doubt upon the Company's ability to continue as a going concern. The Company's ability to continue its operations and to realize its assets at their carrying values is dependent upon obtaining additional financing.

These condensed interim financial statements for the three and nine months ended January 31, 2026 and 2025 (the "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 other than the normal course of business and at amounts different from those reflected in these financial statements.

2. BASIS OF PREPARATION

a) Statement of compliance

These financial statements have been prepared in accordance with IFRS® Accounting Standards ("IFRS Accounting Standards") as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee applicable to the preparation of interim financial statements including International Accounting Standard 34 Interim Financial Reporting. These financial statements do not include all disclosures required for annual audited financial statements. Accordingly, they should be read in conjunction with the notes to the Company's audited financial statements for the years ended April 30, 2025 and 2024 (the "Annual Financial Statements").

These financial statements were approved by the Board of Directors and authorized for issue on April 1, 2026.

b) Basis of presentation

These financial statements have been prepared using the historical cost basis, except for certain financial assets and liabilities which are measured at fair value, as specified by IFRS Accounting Standards, for each type of asset, liability, income and expense as set out in the material accounting policies below. Certain prior period operating expenses have been reclassified to conform to current period presentation.

c) Functional and presentational currency

These financial statements are presented in Canadian dollars. The functional currency is the currency of the primary economic environment in which an entity operates. The functional currency of the Company is the Canadian dollar.

3. MATERIAL ACCOUNTING POLICIES

The material accounting policies followed in preparing the financial statements are the same as those followed in preparing the Annual Financial Statements. For a complete summary of significant accounting policies, please refer to the Company's Annual Financial Statements.

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ARYA RESOURCES LTD.

Notes to the Condensed Interim Financial Statements

For the three and nine months ended January 31, 2026 and 2025

(Unaudited - Expressed in Canadian dollars, except where noted)

4. SIGNIFICANT ACCOUNTING JUDGEMENTS AND SOURCES OF ESTIMATION UNCERTAINTY

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

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

In preparing these financial statements, the Company applied the same significant judgements in applying its accounting policies and is exposed to the same sources of estimation uncertainty as disclosed its Annual Financial Statements.

5. EXPLORATION AND EVALUATION ASSETS AND EXPENSES

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

	Wedge Lake Gold Property	Dunlop Deposit	Ramp East Claims	Total
	$	$	$	$
Balance, April 30, 2024	56,800	15,500	-	72,300
Cash option payment	10,000	-	-	10,000
Option payment in shares	7,500	-	-	7,500
Balance, April 30, 2025	74,300	15,500	-	89,800
Cash option payments	10,000	-	25,000	35,000
Option payment in shares	47,250	-	70,000	117,250
Balance, January 31, 2026	131,550	15,500	95,000	242,050

A summary of the Company's exploration and evaluation expenses for the Wedge Lake Gold Property is as follows:

	Three months ended January 31,		Nine months ended January 31,
	2026	2025	2026	2025
	$	$	$	$
Analysis	1,223	-	20,587	-
Drilling	4,675	-	485,440	-
Field expenses and supplies	67,415	-	193,735	-
	73,313	-	699,762	-

A summary of the Company's exploration and evaluation expenses for the Dunlop Deposit is as follows:

	Three months ended January 31,		Nine months ended January 31,
	2026	2025	2026	2025
	$	$	$	$
Analysis	-	-	1,350	-
Drilling	-	-	-	21,888
	-	-	1,350	21,888

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ARYA RESOURCES LTD.
Notes to the Condensed Interim Financial Statements
For the three and nine months ended January 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars, except where noted)

5. EXPLORATION AND EVALUATION ASSETS AND EXPENSES (continued)

During the three and nine months ended January 31, 2026 and 2025, the Company did not incur any exploration and evaluation expenses for the Ramp East Claims (defined below).

a) Wedge Lake Gold Property

The Company has the option to acquire a 100% interest in the Wedge Lake Gold Property from the optionor, North-Sask Ventures Ltd. (the "Wedge Lake Optionor"). Under the terms of the option agreement the Company is committed to the following:

Cash payments to the Wedge Lake Optionor

• $5,000 on November 10, 2020 (paid);
• $10,000 within 10 business days of December 16, 2022 (paid);
• $10,000 on or before December 16, 2023 (paid);
• $10,000 on or before December 16, 2024 (paid);
• $20,000 on or before December 16, 2025 (paid) (1);
• $20,000 on or before December 16, 2026; and
• $30,000 on or before December 16, 2027.

(1) A partial cash payment of $10,000 was made on October 21, 2024. The remainder of $10,000 was paid on December 11, 2025.

Share consideration to the Wedge Lake Optionor

• 150,000 common shares within 10 business days of December 16, 2022 (issued);
• 100,000 common shares on or before December 16, 2023 (issued);
• 100,000 common shares on or before December 16, 2024 (issued);
• 150,000 common shares on or before December 16, 2025 (issued on December 16, 2025 (Note 8(c));
• 200,000 common shares on or before December 16, 2026; and
• 300,000 common shares on or before December 16, 2027.

Expenditure on the Wedge Lake Gold Property

• $100,000 on or before November 10, 2021 (met);
• an additional $300,000 on or before December 16, 2025 (met, as of October 31, 2025);
• an additional $300,000 on or before December 16, 2026 (met, as of October 31, 2025); and
• an additional $300,000 on or before December 16, 2027.

The optionor retained a 2.5% net smelter returns royalty ("NSR"), of which 1.0% can be purchased by the Company at any time up until certain milestones are met for $1,000,000.

Additionally, if the Company prepares a report under National Instruments 43-101 Standard of Disclosure for Mineral Projects (the "Wedge Lake Report") then the Company will be subject to the following contingent issuances of common shares:

• If the Wedge Lake Report confirms the existence of a mineral resource estimate grading at least 4 grams per ton of gold ("Au") for a minimum of 80,000 contained ounces on the Wedge Lake Gold Property, the Company will issue the Wedge Lake Optionor 250,000 common shares for an inferred resource and an additional 250,000 common shares for an indicated resource.
• If the Wedge Lake Report confirms the existence of combined inferred mineral resources, indicated mineral resources and measured mineral resources estimate grading at least 4 grams/ton of Au aggregating an initial 500,000 ounces of Au on the Wedge Lake Gold Property, the Company will issue the Wedge Lake Optionor an additional 200,000 common shares.

9

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ARYA RESOURCES LTD.
Notes to the Condensed Interim Financial Statements
For the three and nine months ended January 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars, except where noted)

5. EXPLORATION AND EVALUATION ASSETS AND EXPENSES (continued)

Furthermore, should the Company commission a pre-feasibility study with respect to the Wedge Lake Gold Property, the Company will issue the Wedge Lake Optionor an additional 200,000 common shares. As of January 31, 2026, the Company had not yet commissioned a pre-feasibility study with respect to the Wedge Lake Gold Property.

b) Dunlop Deposit

On February 28, 2023, the Company entered into a definitive agreement to acquire three claims of the previously drilled Dunlop Copper Nickel Deposit (the "Dunlop Deposit"), located 25 kilometers north of La Ronge, Saskatchewan, Canada, road-accessible year-round via a provincial highway. The Company owns a 100% interest in the Dunlop Deposit.

The Company has made all necessary payments to acquire a 100% interest in the Dunlop Deposit. The Company is however required to pay a further $20,000 cash payment and issue 400,000 common shares to the Optionor on completion of a NI 43-101 report and a further $25,000 cash payment and issue 600,000 common shares upon completing a preliminary economic assessment.

The optionor retained a 3.0% NSR on the Dunlop Deposit claim, of which 2.5% may be purchased by the Company for a cash payment of $2,000,000.

c) Ramp East Claims

On May 18, 2025, the Company signed a legally binding letter of intent ("LOI") with Northex Capital Partners Inc ("Northex") to acquire a 100% interest in a prospective claim block directly adjacent to the northeast of Ramp Metals' property in the Rottenstone Domain, Northern Saskatchewan, Canada (the "Ramp East Claims"). As stipulated in the LOI, the milestones below are based on TSX-V's approval date of the transaction, which was June 26, 2025.

Pursuant to the LOI, the Company can earn a 100% interest in the Ramp East Claims by:

Cash payments to Northex

• $25,000 upon the signing the LOI (paid, May 20, 2025); and
• $75,000 on or before June 26, 2027.

Share consideration to Northex

• 500,000 common shares upon TSX-V approval of the option payment (issued on June 26, 2025, Note 8(c));
• 500,000 common shares on or before June 26, 2026; and
• 500,000 common shares on or before December 26, 2026,

The Ramp East Claims is a subject to a 2.0% NSR of which 1.5% can be purchased by the Company at any time for $1,500,000.

6. FLOW-THROUGH PREMIUM LIABILITY

On June 23, 2025, the Company issued 3,846,154 flow-through shares ("FT Shares") for gross proceeds of $500,000 (Note 8(c)). In connection with the FT Share financing, the Company did not record a flow-through premium liability as the market price of the Company's common shares exceeded the FT Share price on the date of issuance. The Company is obligated to spend $500,000 on eligible exploration expenditures by December 31, 2026.

On June 30, 2025, the Company issued 866,666 FT Shares for gross proceeds of $130,000 (Note 8(c)). In connection with the FT Share financing, the Company recorded a flow-through premium liability of $26,000 representing the difference between the market price of the Company's common shares of $0.12 and the FT Share price of $0.15 at the date of issuance. The Company is obligated to spend $130,000 on eligible exploration expenditures by December 31, 2026.

On December 24, 2025, the Company issued 3,696,971 FT Shares for gross proceeds of $1,220,000 (Note 8(c)). In connection with the FT Share financing, the Company recorded a flow-through premium liability of $110,909 as the difference between the market price of the Company's common shares of $0.30 and the FT Share price of $0.33 at the date of issuance. The Company is obligated to spend $1,220,000 on eligible exploration expenditures by December 31, 2026.

10

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ARYA RESOURCES LTD.

Notes to the Condensed Interim Financial Statements

For the three and nine months ended January 31, 2026 and 2025

(Unaudited - Expressed in Canadian dollars, except where noted)

6. FLOW-THROUGH PREMIUM LIABILITY (continued)

During the three and nine months ended January 31, 2026, the Company incurred $80,473 and $701,112, respectively (2024 - $nil and $21,888, respectively) of eligible exploration expenditures and accordingly, recorded amortization of flow-through premium liability of $6,851 and $32,465, respectively (2024 - $nil and $nil, respectively).

A summary of the Company's flow-through premium liability and remaining eligible expenditure obligation is as follows:

	Flow-through funding and eligible expenditures	Flow-through premium liability
	$	$
Balance, April 30, 2025 and 2024	-	-
Flow-through funds raised	1,850,000	136,909
Flow-through expenditures incurred, renounced, and amortization of flow-through premium liability	(701,112)	(32,465)
Balance, January 31, 2026	1,148,888	104,444

7. PROMISSORY NOTES

On May 7, 2024, the Company issued a promissory note to an arm's length company for gross proceeds of $10,000. The promissory note incurs interest at a rate of 5% per annum and had a maturity date of June 30, 2025. The principal and accrued interest are payable on the maturity date. As at January 31, 2026, the promissory note remains outstanding and is past due, with total interest accrued of $868 (April 30, 2025 - $490) which is included in the Promissory Notes balance.

On May 28, 2024, the Company issued a promissory note to the Company's Chief Executive Officer ("CEO") for gross proceeds of $20,000 (Note 9). The promissory note incurred interest at a rate of 5% per annum and had a maturity date of June 30, 2025. On July 7, 2025, the Company repaid the principal related to this promissory note. In addition, the CEO forgave the interest accrued of $1,110. During the three and nine months ended January 31, 2026, a gain on forgiveness of accrued interest on promissory notes of $nil and $1,110, respectively (2025 - $nil and $nil, respectively) was recorded through profit or loss.

On January 22, 2025, the Company issued a promissory note to a company controlled by the Company's CEO for gross proceeds of $12,000 (Note 9). The promissory note incurred interest at a rate of 5% per annum and has a maturity date of June 30, 2025. The principal and accrued interest are payable on the maturity date. On July 18, 2025, the Company repaid the principal related to this promissory note. In addition, the CEO forgave the interest accrued of $291. During the three and nine months ended January 31, 2026, a gain on forgiveness of accrued interest on promissory notes of and $nil and $291, respectively (2025 - $nil and $nil, respectively) was recorded through profit or loss.

During the three and nine months ended January 31, 2026, the Company incurred interest expense on promissory notes of $126 and $694, respectively (2025 - $nil and $nil, respectively).

8. SHARE CAPITAL

a) Authorized share capital

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

b) Issued share capital

As at January 31, 2026, 43,930,130 common shares were issued and outstanding (April 30, 2025 - 28,357,005 common shares).

c) Share issuances

During the nine months ended January 31, 2026, the Company had the following share capital transactions:

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ARYA RESOURCES LTD.
Notes to the Condensed Interim Financial Statements
For the three and nine months ended January 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars, except where noted)

8. SHARE CAPITAL (continued)

Units, flow-through shares and common shares issued in private placements

• On June 3, 2025, the Company closed a private placement of 5,100,000 units priced at $0.10 per unit for gross proceeds of $510,000. Each unit consists of one common share of the Company and one warrant. Each warrant is exercisable into one common share until June 3, 2027, at an exercise price of $0.25 per warrant. Using the relative fair value method, the Company allocated fair value of $344,766 to share capital and $165,234 to the reserves (which captures the fair value of the warrants). The Company issued 210,000 finder warrants with an aggregate fair value of $20,129. Each finder warrant entitles the holder to acquire one common share of the Company at an exercise price of $0.25 and is exercisable until June 3, 2027. The fair value of the finder's warrants was measured using the Black-Scholes option pricing model ("BSM"). The assumptions applied in the valuation are presented in Note 8(d).
• On June 23, 2025, the Company closed a private placement of 3,846,154 FT Shares priced at $0.13 per FT Share for gross proceeds of $500,000 (Note 6). The Company allocated the entirety of the gross proceeds to share capital as the market price of the Company's common shares of $0.15 exceeded the FT Share price of $0.13 on the date of close. The Company issued 222,120 finder warrants with an aggregate fair value of $13,657. Each finder warrant entitles the holder to acquire one common share of the Company at an exercise price of $0.25 and is exercisable until June 23, 2027. The fair value of the finder's warrants was measured using the BSM. The assumptions applied in the valuation are presented in Note 8(d).
• In connection with the private placements on June 3 and June 23, 2025 the Company incurred issuance costs of $88,717.
• On June 30, 2025, the Company closed a private placement of 866,666 flow-through shares ("FT Shares") at a price of $0.15 per FT Share for gross proceeds of $130,000 (Note 6). On the date of closing, the fair value of the Company's common shares was $0.12 per share based on the market closing price on the same date. The difference between the selling price of the FT Shares and fair value of common shares resulted in the recognition of a flow-through premium liability of $26,000. The remaining $104,000 of the gross proceeds was allocated to share capital. No finder warrants were issued in relation to the $0.15 FT Share financing. In connection with this private placement the Company incurred share issuance costs of $5,733.
• On December 24, 2025, the Company closed a private placement of 3,696,971 FT Shares at a price of $0.33 per FT Share for gross proceeds of $1,220,000 (Note 6). On the date of closing, the fair value of the Company's common shares was $0.30 per share based on the issuance price of the concurrent common share issuance which closed on January 12, 2026. The difference between the selling price of the FT Shares and fair value of common shares resulted in the recognition of a flow-through premium liability of $110,909. In connection with this private placement the Company issued 168,732 finder's warrants with fair value of $33,606. Each finder's warrant entitles the holder to acquire one common share of the Company at an exercise price of $0.33 and is exercisable until December 24, 2027. The fair value of the finder's warrants was measured using the BSM. The assumptions applied in the valuation are presented in Note 8(d).
• On January 12, 2026, the Company closed a private placement of 1,413,334 common shares at a price of $0.30 per common share for gross proceeds of $424,000. In connection with this private placement the Company issued 63,933 finder warrants with fair value of $12,230. Each finder's warrant entitles the holder to acquire one common share of the Company at an exercise price of $0.33 and is exercisable until January 12, 2028. The fair value of the finder warrants was measured using the BSM. The assumptions applied in the valuation are presented in Note 8(d).
• In connection with the private placements on December 24, 2025 and January 12, 2026, the Company incurred issuance costs of $128,570.

Other share issuances

• On June 26, 2025, the Company issued 500,000 common shares with fair value of $70,000 ($0.14 per share) to Northex for settlement of an option payment in relation to the Ramp East Claims (Note 5(c)).
• On December 16, 2025, the Company issued 150,000 common shares with fair value of $47,250 ($0.32 per share) to North-Sask Ventures Ltd. for settlement of an option payment in relation to the Wedge Lake Gold Property (Note 5(a))

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ARYA RESOURCES LTD.

Notes to the Condensed Interim Financial Statements

For the three and nine months ended January 31, 2026 and 2025

(Unaudited - Expressed in Canadian dollars, except where noted)

8. SHARE CAPITAL (continued)

d) Warrants

During the nine months ended January 31, 2026, the Company completed the following warrant transactions:

• On June 3, 2025, in connection with the $0.10 unit financing (Note 8(c)), the Company issued 5,100,000 warrants. Each warrant entitles the holder to purchase one common share at an exercise price of $0.25 until June 3, 2027. In addition, the Company issued 210,000 finder warrants as share issuance costs. Each finder warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.25 until June 3, 2027.
• On June 23, 2025, in connection with the $0.13 FT Share financing (Note 8(c)), the Company issued 222,120 finder warrants as share issuance costs. Each finder warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.25 until June 23, 2027.
• On December 24, 2025, in connection with the $0.33 FT Share financing (Note 8(c)), the Company issued 168,732 finder warrants as share issuance costs. Each finder warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.33 until December 24, 2027.
• On January 12, 2026, in connection with the $0.30 Share financing (Note 8(c)), the Company issued 63,933 finder warrants as share issuance costs. Each finder warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.33 until January 12, 2028.

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

	Number of warrants	Weighted average exercise price
	#	$
Balance, April 30, 2024	4,080,000	0.20
Expired	(4,080,000)	0.20
Balance, April 30, 2025	-	-
Issued	5,764,785	0.25
Balance, January 31, 2026	5,764,785	0.25

A summary of the Company's outstanding warrants as at January 31, 2026 is as follows:

Date of expiry	Weighted average exercise price	Number of warrants	Weighted average remaining life
	$	#	Years
June 3, 2027	0.25	5,310,000	1.34
June 23, 2027	0.25	222,120	1.39
December 24, 2027	0.33	168,732	1.90
January 12, 2028	0.33	63,933	1.95
	0.25	5,764,785	1.36

A summary of the Company's weighted average inputs used in the BSM to calculate the fair value of warrants issued during the nine months ended January 31, 2026 is as follows:

	2026
Share price	$0.20
Exercise price	$0.25
Expected life	2 years
Expected volatility	100%
Risk-free interest rate	2.62%
Expected annual dividend yield	0.00%

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ARYA RESOURCES LTD.
Notes to the Condensed Interim Financial Statements
For the three and nine months ended January 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars, except where noted)

8. SHARE CAPITAL (continued)

The Company estimates expected volatility on the grant date based on a review of historical volatilities over a period equivalent to the expected life of the warrants being valued. The risk-free interest rate is determined on the grant date using the implied yields on Government of Canada zero-coupon bonds with a remaining term consistent with the expected life of the warrants.

e) Escrow

Pursuant to the terms of the TSX-V, the Company's common shares prior to the reverse take-over ("RTO") on December 16, 2022, and a portion of shares issued pursuant to the RTO, were subject to certain escrow requirements. On closing of the RTO, 8,940,171 common shares were placed in escrow to be released semi-annually starting December 2022 through December 2025.

During the three and nine months ended January 31, 2026, 1,238,363 and 2,476,722, respectively (2025 - 1,238,363 and 2,980,059, respectively) common shares were released from escrow. As at January 31, 2026, no common shares remained subject to the escrow requirements (April 30, 2025 - 2,476,722).

f) Stock options

The Company established a stock option plan (the "Plan") for the benefit of full-time and part-time employees, officers, directors, and consultants of the Company and its affiliates. The maximum number of shares available under the Plan is limited to 10% of the issued common shares of the Company and are exercisable within a maximum of five years. The Board of Directors has the exclusive power over the granting of stock options, the exercise price, the term, and their vesting and cancellation provisions.

During the nine months ended January 31, 2026, the Company completed the following stock option transactions:

• On July 3, 2025, the Company granted 310,000 stock options with an exercise price of $0.25 to directors and officers of the Company. The stock options vested immediately and expire on July 3, 2028. In addition, the Company granted 200,000 stock options with an exercise price of $0.25 to a consultant which vest over 12 months from the grant date and expire on July 3, 2028.
• On January 22, 2026, the Company granted 155,000 stock options with an exercise price of $0.35 to a director of the Company. The stock options vested immediately and expire on January 22, 2029.

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

	Weighted average
	Stock options	exercise price
	#	$
Balance, April 30, 2024	2,500,000	0.22
Granted	310,000	0.06
Expired	(600,000)	0.27
Balance, April 30, 2025	2,210,000	0.18
Granted	665,000	0.25
Forfeited	(300,000)	0.10
Balance, January 31, 2026	2,575,000	0.21

A summary of the Company's outstanding and exercisable stock options as at January 31, 2026, is as follows:

Expiry date	Weighted average exercise price	Options outstanding	Options exercisable	Weighted average remaining life
	$		#	Years
March 14, 2028	0.06	310,000	310,000	2.12
March 24, 2028	0.30	1,000,000	1,000,000	2.15
July 3, 2028	0.25	510,000	410,000	2.42
March 1, 2029	0.10	600,000	600,000	3.08
January 22, 2029	0.35	155,000	155,000	2.98
	0.21	2,575,000	2,475,000	2.43

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ARYA RESOURCES LTD.

Notes to the Condensed Interim Financial Statements

For the three and nine months ended January 31, 2026 and 2025

(Unaudited - Expressed in Canadian dollars, except where noted)

8. SHARE CAPITAL (continued)

During the three and nine months ended January 31, 2026, the Company recorded share-based compensation of $47,573 and $75,518, respectively (2025 - $1,050 and $1,050 respectively) in connection with the vesting of stock options.

A summary of the Company's weighted average inputs used in the BSM to calculate the fair value of stock options granted during the nine months ended January 31, 2026 and the year ended April 30, 2025 is as follows:

	2026	2025
Share price	$0.18	$0.06
Exercise price	$0.25	$0.06
Expected life	3.47 years	3 years
Expected volatility	100%	100%
Risk-free interest rate	2.74%	2.57%
Expected annual dividend yield	0.00%	0.00%

The Company estimates expected volatility on the grant date based on a review of historical volatilities over a period equivalent to the expected life of the warrants being valued. The risk-free interest rate is determined on the grant date using the implied yields on Government of Canada zero-coupon bonds with a remaining term consistent with the expected life of the stock options.

9. RELATED PARTY TRANSACTIONS

Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company's Board of Directors and corporate officers.

In addition to the promissory note transactions described in Note 7, a summary of the remaining related party transactions by the Company with key management personnel, or with companies associated with key management personnel is as follows:

	Three months ended January 31,		Nine months ended January 31,
	2026	2025	2026	2025
	$	$	$	$
Directors' fees	6,000	4,500	18,000	20,000
Management fees	50,580	13,240	132,204	70,608
Professional fees	12,000	-	36,000	-
Share-based compensation	44,554	-	64,642	-
	113,134	17,740	250,846	90,608

As at January 31, 2026, accounts payable and accrued liabilities include $47,081 (April 30, 2025 - $73,882) payable to related parties for management fees, directors' fees, and expenses that were paid by the Company's CEO on behalf of the Company. As at January 31, 2026, promissory note due to the CEO and a company controlled by the Company's CEO were $nil (April 30, 2025 - $32,000) (Note 7).

10. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

As at January 31, 2026, the Company's financial instruments consist of cash, deposits, accounts payable, and promissory notes all of which are classified and measured at amortized cost. The carrying value of these financial instruments approximate their fair values due to their short-term to maturity.

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

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ARYA RESOURCES LTD.
Notes to the Condensed Interim Financial Statements
For the three and nine months ended January 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars, except where noted)

10. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

a) Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty fails to meet an obligation under contract. Credit risk exposure arises with respect to the Company's cash and deposits. The Company minimizes its credit risk related to cash by placing cash with accredited financial institutions. The Company considers the credit risk related to cash and deposits to be minimal.

b) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. The Company is exposed to liquidity risk through its accounts payable and accrued liabilities and promissory notes. As the Company's operations do not generate cash, financial liabilities are discharged using funding through the issuance of common shares or debt as required (Note 1). As at January 31, 2026, the Company had a cash balance of $1,378,700 (April 30, 2025 - $3,572) and current liabilities of $423,488 (April 30, 2025 - $199,924) and has assessed liquidity risk as moderate.

c) Interest rate risk

The interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. The Company has no financial instruments with variable interest rates and, therefore, is not exposed to significant interest rate risk as at January 31, 2026.

11. CAPITAL MANAGEMENT

The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern such that it can provide returns for shareholders and benefits for other stakeholders. The management of the capital structure is based on the funds available to the Company in order to support the acquisition, exploration and development of mineral properties and to maintain the Company in good standing with the various regulatory authorities. In order to maintain or adjust its capital structure, the Company may issue new shares, sell assets to settle liabilities or issue debt instruments. The Company monitors its capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets.

The properties in which the Company currently has an interest, are in the exploration stage and are not positive cash-flow generating; as such, the Company has relied on the equity markets and short-term promissory notes to fund its activities. 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 have not been changes to the Company's capital management policy during the nine months ended January 31, 2026.

12. SUBSEQUENT EVENTS

On February 3, 2026, the Company granted 750,000 stock options to certain directors and officers of the Company, with an exercise price of $0.75.

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