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Benton Resources Inc. — Management Reports 2026
Feb 5, 2026
47044_rns_2026-02-05_42681757-b418-4a09-b5a4-9b678378c9d1.pdf
Management Reports
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the six-month period ended December 31, 2025
February 5, 2026
GENERAL
Benton Resources Inc. ("Benton" or the "Company") was incorporated on November 8, 2011, as 0924698 B.C. Ltd. (renamed Benton Resources Inc. on July 25, 2012) under the laws of British Columbia and is a development-stage public company whose shares began trading on the TSX Venture Exchange on August 1, 2012, under the symbol "BEX". Its principal business activities are the acquisition, exploration and development of mineral properties.
The following discussion of the financial condition and results of operations of the Company constitutes management's review of the factors that affected the Company's financial and operating performance for the six-month period ended December 31, 2025. The discussion should be read in conjunction with the condensed consolidated interim financial statements of Benton Resources Inc. for the six-month period ended December 31, 2025 including the notes thereto.
Unless otherwise stated, all amounts discussed herein are denominated in Canadian dollars and all financial information (as derived from the Company's audited financial statements) has been prepared in accordance with International Financial Reporting Standards ("IFRS"). It should also be noted that unless otherwise stated in the property discussions below, any quoted assay widths or intervals are core lengths and do not necessarily represent true thicknesses, generally because not enough technical information is available to estimate these.
FORWARD-LOOKING INFORMATION
Certain information regarding the Company within Management's Discussion and Analysis (MD&A) may include "forward-looking statements" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical facts, included in this MD&A that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as future business strategy, goals, expansion and growth of the Company's businesses, operations, plans and other such matters are forward-looking statements. When used in this MD&A the words "estimate", "plan", "anticipate", "expect", "intend", "believe" and similar expressions are intended to identify forward-looking statements. Such statements are subject to known and unknown risks and uncertainties that may cause actual results in the future to differ materially from those anticipated in forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
OVERVIEW OF BUSINESS
The focus of the Company is to seek out and explore mineral properties of potential economic significance and advance these projects through prospecting, rock and geochemical sampling, geological mapping and geophysical surveying, trenching, and diamond drilling to enable management to determine if further work is justified. The Company's property portfolio consists of projects focusing on gold, base metals, lithium and platinum group metals.
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FINANCIAL & OPERATIONAL OVERVIEW
Overall Performance
While the Company has no long-term debt and has sufficient working capital to fund current operations, the sustainability of the financial markets related to the mineral exploration sector cannot be determined. This continually poses a challenge for the Company to effectively manage its capital. Management has and will continue to evaluate strategic opportunities to aggressively acquire favourable advanced assets at depressed prices.
Overall, the Company feels it can effectively balance its growth opportunities with its need to conserve capital at this time. Planned project expenditures are continually reviewed to ensure efficient and effective exploration is conducted and if needed, to reduce costs accordingly.
Financial Condition
The Company's cash balance as at December 31, 2025 was \$386,828 (June 30, 2025 - \$177,508). In addition, the Company held \$2,091,183 in temporary investments, which was comprised of \$2,076,183 in temporary investments (June 30, 2025 - \$1,019,826), nil in temporary investments restricted for qualified flow-through expenditures (June 30, 2025 – \$49,500) and \$15,000 in temporary investments restricted as collateral for the Company's credit card (June 30, 2025 – \$15,000), an increase related to a \$1.98 million private placement completed during the period net of expenditures on the Company's Great Burnt project and general and administrative expenses incurred during the period. Current assets of the Company as at December 31, 2025 were \$3,191,183 compared to \$1,884,099 as at June 30, 2025, an increase related to the abovementioned private placement closing during the current period. Total assets as at December 31, 2025 were \$14,723,864 compared to \$11,569,968 as at June 30, 2025, the increase largely attributable to an increase in the market value of the Company's long-term investments during the current period as well as the abovementioned private placement. Current liabilities as at December 31, 2025 were \$318,636 compared to \$177,673 as at June 30, 2025, a change largely related to timing of accounts payables at or around the period end.
Results of Operations
The income and comprehensive income for the six-month period ended December 31, 2025 was \$801,122 (nil income per common share) as compared to a loss and comprehensive loss of \$91,554 (nil loss per common share) in the previous year, a change due predominantly to a reduction in operating expenses during the current period, the large increase in value to the Company's long-term investments which increased income, and the gain on disposition of long-term investments during current period.
Expenses incurred during the six-month period ended December 31, 2025, consist of:
- i) Advertising and promotion expenses of \$124,031 (December 31, 2024 \$136,024) (decreased travel related to promotional activity in the current period).
- ii) Share-based payments of \$86,326 (December 31, 2024 \$149,046) (recorded upon vesting of stock options to employees, directors and officers and is dependent upon vesting levels in a given year).
- iii) General and administrative expenses of \$299,726 (December 31, 2024 \$315,099) (decreased wages and transfer agent fee during the current versus prior period).
- iv) Professional fees of \$30,913 (December 31, 2024 \$88,639) (a large decrease in legal fees in the current period).
- v) Part XII.6 taxes of \$5,090 (December 31, 2024 \$15,297) (related to taxes assessed by the CRA on renounced flow-through funds on hand throughout the year).
- vi) Consulting fees of \$867 (December 31, 2024 \$3,334) (higher level of consulting fees related to land tenure management in the previous year's period).
- vii) Stock exchange and filing fees of \$8,469 (December 31, 2024 \$4,146) (dependent upon transactions requiring exchange approval and their timing and complexity as well as the timing of other standard regulatory filings).
- viii)Depreciation and amortization expense of \$13,263 (December 31, 2024 \$16,136) (declined due to no depreciation in the current period on right-of-use assets as the office lease was terminated in the 2024 fiscal year).
- ix) Pre-acquisition exploration and evaluation expenses of \$666 (December 31, 2024 \$83) (marginal change as Company continues to focus on Great Burnt and Dominion Lake).
- x) Impairment of exploration and evaluation assets of \$20,857 (December 31, 2024 \$32,979) (the Company recorded an impairment charge on all non-core exploration and evaluation assets outside of the Great Burnt project, the Company's focus, in the current and previous periods).
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Cash Flows
The cash flows from operating activities were \$371,586 for the six-month period ended December 31, 2025 compared to cash used in operating activities of \$1,163,877 for the comparative period, a change due largely to the cash flow effects of the change in non-cash working capital balances between the current and comparative year, namely the change in accounts payable and accrued liabilities which positively impacted cash flows in the current period. Cash flows from financing activities were \$1,975,635 for the six-month period ended December 31, 2025 as compared to \$1,984,799 in cash flows from financing activities in the comparative period, a marginal decline. Cash flows used in investing activities were \$387,872 for the six-months ended December 31, 2025, as compared to cash used in investing activities of \$1,172,470 in the comparative period, a change due largely a lower level of net exploration and evaluation activity in the current period and significant proceeds from the sale of the Company's long-term investments in Pirate Gold and Elevra Lithium during the current period.
EXPLORATION AND EVALUATION ASSETS
Great Burnt Copper Deposit and South Pond Gold-Copper Project
History
Benton holds a 70% interest in Great Burnt and it is the Company's flagship property. In August 2023, the Company executed a letter of intent ("LOI") with Homeland Nickel Inc. ("Homeland") (formerly Spruce Ridge Resources Ltd., "Spruce") and entered into an option agreement whereby Benton has now earned a 70% undivided interest in Spruce Ridge's Newfoundland properties, including the Great Burnt Copper deposit and South Pond Gold and Copper zones (the "Property"). Terms of the agreement were as follows:
- Making a \$40,000 cash payment to Spruce upon receipt of Exchange approval (paid);
- Issuing to Spruce 15 million common shares in the capital of Benton ("Benton Shares") as follows:
- 5,000,000 Benton Shares subject to a four-month regulatory trading restriction (issued);
- 5,000,000 Benton Shares subject to a four-month regulatory trading restriction plus an additional eightmonth trading restriction (issued); and
- 5,000,000 Benton Shares subject to a four-month regulatory trading restriction plus an additional twenty-month trading restriction (issued);
- Completing \$2.5 million in exploration expenditures on the Property within 36 months of the date of the LOI, of which \$1.0 million must be expended by the first anniversary of the LOI, subject to the right of Benton to accelerate the completion of such expenditures and share issuances. The spending obligation was fulfilled during the year ended June 30, 2024; and
- Once a 70% interest in the Property is earned by Benton, the Property will be operated as a participating joint venture (JV formed during the June 30, 2024 fiscal period). If either party has its interest in the Property diluted to less than 10%, such interest will be converted to a net smelter returns royalty (NSR) of 2% less any existing royalties that the Property is subject to.
During the year ended June 30, 2025, Homeland informed the Company that they would be participating in the joint venture at Great Burnt at the 30% level. During the period ended September 30, 2025, the Company invoiced Homeland \$77,570 plus HST (June 30, 2025 – \$1,058,266) consisting of a recovery of \$70,518 (June 30, 2025 - \$962,060) for Homeland's 30% share of joint venture expenditures incurred at Great Burnt during the period as well as \$7,052 (June 30, 2025 - \$96,206) as other income related to the operator fee due to the Company for administration of these services. At September 30, 2025, Homeland owes the Company \$261,468 inclusive of HST (June 30, 2025 - \$398,812).
During the year ended June 30, 2024, the Company entered into an option agreement to acquire a 100% interest in a strategic mineral license (the "SSAF Property") encompassing 27 claim units that surround the northern portion the Great Burnt Copper-Gold Project. The SSAF Property was optioned from Stephen Stockley Agriculture and Fabrication Inc. ("SSAF") and surrounds the South Pond, South Pond A and South Pond B deposits. Terms of the agreement to acquire a 100% interest in the SSAF Property are as follows:
- Upon regulatory approval (received), pay SSAF \$10,000 (paid) and issue 100,000 common shares of the Company (issued);
- Pay SSAF \$10,000 (paid) and issue 100,000 (issued) common shares of the Company on the first anniversary of the effective date;
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- Pay SSAF \$10,000 and issue 100,000 common shares of the Company on the second anniversary of the effective date;
- Pay SSAF \$30,000 and issue 300,000 common shares of the Company on the third anniversary of the effective date; and
- Expend \$100,000 on the Property on or before the third anniversary of the effective date.
SSAF will retain a 2% NSR with Benton having the right to buy back half of the royalty (1% NSR) by paying SSAF \$1 million at any time prior to the SSAF Property being put into production.
Further, during the year ended June 30, 2024, the Company entered into an option agreement to acquire a 100% interest in four strategic mineral licenses consisting of 40 mineral claims adjacent to or within the Great Burnt claim block from Stephen Stockley Agriculture and Fabrication Inc. and its partners Stephen Stockley, Dylan Oram and Penny Boulos (collectively "SSAF Group") under the following terms:
- Pay SSAF Group \$10,000 upon signing the agreement and issue 100,000 common shares of the Company upon receipt of regulatory approval (the "Effective Date") (completed);
- Pay SSAF Group \$10,000 (paid) and issue 100,000 common shares of the Company on the first anniversary of the Effective Date (issued);
- Pay SSAF Group \$10,000 and issue 100,000 common shares of the Company on the second anniversary of the Effective Date;
- Pay SSAF Group \$10,000 and issue 100,000 common shares of the Company on the third anniversary of the Effective Date; and
- Complete \$100,000 in exploration expenditures on the licenses on or before the third anniversary of the Effective Date.
The SSAF Group licences will be subject to the grant of a 2% NSR in favour of SSAF Group of which one-half (1% NSR) can be purchased by the Company by paying SSAF \$1 million. The Company retains the right to elect to expedite the above payments and expenditures.
In addition, the Company acquired a 100% interest in two mineral licenses encompassing 12 mineral claims adjacent to or within the Great Burnt claim block from local Newfoundland prospector Mervin Quinlan ("Quinlan") under the following terms:
- Pay to Quinlan \$12,000 upon signing the agreement (completed); and
- Issue 100,000 common shares of the Company to Quinlan upon receipt of regulatory approval (received and issued).
The Quinlan licences will be subject to the grant of a 2% NSR in favour of Quinlan of which one-half (1% NSR) can be purchased by the Company by paying Quinlan \$1 million.
Finally, during the period ended December 31, 2025, the Company entered into a purchase agreement to acquire a 100% interest in Noble Mineral Exploration Inc.'s ("Noble") Island Pond Property for a one-time cash payment of \$30,000 (paid) and issuance of 1 million common shares (issued) subject to an underlying 2% NSR to an original underlying vendor and a 1% NSR to Noble. The Company will assume the rights of the original 2% NSR including the right to buy the NSR back for \$1.5 million and a right-of-first-refusal for Noble's NSR. The Island Pond property falls within the Great Burnt Copper-Gold project area.
The Great Burnt Main Zone has an NI 43-101 compliant Mineral Resource estimate prepared in 2022 for Spruce by P&E Mining Consultants Inc. of 667,000 tonnes Indicated at 3.21% Cu and 482,000 tonnes Inferred at 2.35% Cu contained within mining lease 211(10210M). The Mineral Resource remains open.
Benton Exploration Programs
Benton carried out a Phase 1 diamond drill, mapping, prospecting and trenching program in the fall of 2023. A total of 5,650 m was drilled in 23 holes and a mapping/prospecting/trenching program collected several hundred samples. Readers are referred to the Company's news releases for detailed reporting on these programs.
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The Phase 1 drilling was extremely successful in expanding the previously defined limits of the deposit and increasing the grade and width of the deposit with infill and twin-hole drilling. These initial results suggested that the existing Mineral Resource could be significantly increased.
Multiple surface grab samples were collected at the South Pond Copper/Gold Zone during 2023 located on or near airborne electromagnetic (AEM) conductors have outlined several significant mineralized areas near the then north end of the Project (more property adjoining to the north has since been acquired), approximately 14 km north of the Great Burnt Main Deposit (GBMD). The surface zones were uncovered by new trenching in the vicinity of 1970's drilling that previously identified copper mineralization. Highlights of selective individual grab samples from this area were as follows:
- Zone 1 graded up to 5.51% Cu, 5.03 g/t Au, 14.6 g/t Ag and 0.076% Co and 5.67% Cu, 2.65 g/t Au, 12.6 g/t Ag and 0.063% Co.
- Zone 2, approximately 40 m southeast in the same trench, graded 2.74% Cu, 6.34g/t Au, 10.4 g/t Ag and 0.02% Co and 4.86% Cu, 1.64 g/t Au, 11.0 g/t Ag and 0.030% Co.
Benton completed a Phase 2 diamond drilling program in February/March 2024. A total of 3,260 m was drilled in 15 holes. This program was equally successful.
- Expanded the Great Burnt deposit 50 m down plunge and along strike to the south.
- Demonstrated that the deposit is wide open for expansion.
- Defined partial up dip and down dip limits of the main zone.
The majority of drill holes intersected stringer, semi-massive and/or massive sulphide from 0.5 m to 17.75 m in length.
The Company contracted Eastern Geophysics in March 2024 to complete downhole geophysical surveys in drill holes GB-23-12, GB-24-28, GB-24-31, GB-24-34, GB-24-35 as well as holes GB-04-01 and GB-08-01 from historic programs. Interpretation confirmed a highly conductive anomaly extending to the south and along strike from hole GB-24-34. The survey's success has assisted in identifying and prioritizing both local and regional drill targets for follow up.
Phase 3 drilling began in late-May 2024 and was completed in June 2024. The program was designed to expand the GBMD at depth to the south. Several infill holes were also completed to test gaps in the previous drilling programs. This program was also successful.
A ground magnetics survey was completely at the South Pond Gold-Copper (SPGC) area and has detailed numerous high priority targets. Detailed mapping and relogging of the core from historical holes shows the deposit has potentially been folded and refolded, creating a core of semi massive-massive sulphide, containing mainly magnetic pyrrhotite with lesser amounts of chalcopyrite and pyrite, which seemingly host the gold mineralization over a possible strike length of at least 2.7 km. Historically, most of the holes were potentially drilled above or below this core of mineralization. Some drill holes did cut the centre of the core returning very significant results such as 1.69 g/t Au over 51.0 m in SP 21-01.
Phase 4 drilling began in mid-August 2024 and was completed in December 2024. The program was designed to expand the GBMD at depth to the south and to test the SPGC zone located from 8 to 14 km north of the main deposit. A total of 5,386 m of diamond drilling was completed in 36 holes. Assaying of the core samples has been received. This program was also very successful in expanding the GBMD and expanding the PG zone.
Phase 5 drilling began in mid-January 2025 and was completed in May 2025. The program was designed to test the North Stringer Zone (NSZ) at depth and infill on the GBMD, as well as targeting the lower footwall zone. A total of 5,084 m of diamond drilling was completed in 17 drill holes. Assaying of the core samples returned very favourable results.
A downhole geophysical survey was completed by Eastern Geophysics on certain of the 2025 drill holes at the GBMD and NSV zones. In addition, a surface deep EM geophysical program was completed at the South Pond area by Eastern Geophysics. Our consultant geophysicist received the final data and produced 3D plates designed for spotting drilling locations.
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A soil sampling program was completed at the South Great Burnt area with 1,300 soil samples collected at 200 m spaced lines and 25 m spaced sampling. Gold and ICP assays for all of the soil samples collected benral anomalous gold and copper areas outlined.
Phase 6 drilling began in late September 2025 and was completed in December 2025, with 31 drill holes completed, 3,575m, with all analysis received. The results were very favourable.
A table of selected representative intersections of Phases 1 through 6 drill hole results is found below, along with longitudinal sections for the GBMD and SPGC.
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| DDH # | From (m) | To (m) | Length (m) | Cu (%) | Ag (g/t) Co (%) | Zn (%) | Au (g/t) | ||
|---|---|---|---|---|---|---|---|---|---|
| GB-23-04 | 183.13 | 210.00 | 26.87 | 7.18 | 3.32 | 0.03 | 0.22 | 0.05 | |
| incl | 199.72 | 210.00 | 10.28 | 11.16 | 5.18 | 0.04 | 0.45 | 0.06 | |
| and | 199.72 | 205.25 | 5.53 | 12.45 | 5.81 | 0.04 | 0.39 | 0.07 | |
| and | 199.72 | 203.15 | 3.43 | 14.35 | 6.76 | 0.05 | 0.38 | 0.08 | |
| incl | 184.87 | 194.72 | 9.85 | 7.27 | 3.31 | 0.03 | 0.09 | 0.06 | |
| GB-23-12 | 303.08 | 328.50 | 25.42 | 5.51 | 21.82 | 0.03 | 0.94 | 0.37 | |
| incl | 303.08 | 312.86 | 9.78 | 8.31 | 15.15 | 0.05 | 0.72 | 0.14 | |
| and | 304.00 | 305.00 | 1.00 | 12.70 | 20.70 | 0.05 | 0.94 | 0.15 | |
| and | 322.00 | 323.00 | 1.00 | 8.77 | 82.00 | 0.01 | 1.12 | 4.43 | |
| incl | 336.00 | 340.00 | 4.00 | 1.08 | 6.57 | 0.01 | 0.40 | 0.06 | |
| GB-24-49 | 220.80 | 242.80 | 22.00 | 7.47 | 3.76 | 0.03 | 0.16 | 0.05 | |
| incl | 225.80 | 240.80 | 15.00 | 10.02 | 4.99 | 0.04 | 0.19 | 0.06 | |
| incl | 232.80 | 240.80 | 8.00 | 11.93 | 5.51 | 0.04 | 0.09 | 0.08 | |
| and | 425.00 | 434.50 | 9.50 | 0.25 | 0.11 | 0.01 | 0.00 | 0.94 | |
| incl | 431.50 | 433.50 | 2.00 | 0.35 | 0.10 | 0.01 | 0.01 | 4.21 | |
| SP-24-03 | 20.15 | 63.90 | 43.75 | 0.08 | 0.10 | 0.00 | 0.00 | 1.62 | |
| incl | 33.00 | 43.90 | 10.90 | 0.07 | 0.10 | 0.00 | 0.00 | 1.90 | |
| incl | 58.90 | 63.90 | 5.00 | 0.09 | 0.10 | 0.00 | 0.00 | 3.48 | |
| incl | 58.90 | 62.90 | 4.00 | 0.10 | 0.10 | 0.01 | 0.00 | 3.99 | |
| SP-24-07 | 24.80 | 99.00 | 74.20 | 0.08 | 0.11 | 0.01 | 0.00 | 1.43 | |
| incl | 28.00 | 98.00 | 70.00 | 0.08 | 0.11 | 0.01 | 0.00 | 1.50 | |
| incl | 29.00 | 71.00 | 42.00 | 0.10 | 0.10 | 0.00 | 0.00 | 1.74 | |
| incl | 63.00 | 71.00 | 8.00 | 0.09 | 0.10 | 0.01 | 0.00 | 2.94 | |
| incl | 68.00 | 69.00 | 1.00 | 0.09 | 0.10 | 0.01 | 0.00 | 11.57 | |
| GB-25-54 | 306.62 | 319.00 | 12.38 | 2.01 | 4.59 | 0.01 | 0.41 | 0.07 | |
| incl | 311.00 | 318.08 | 7.08 | 3.28 | 7.49 | 0.01 | 0.66 | 0.11 | |
| incl | 314.00 | 316.00 | 2.00 | 7.45 | 16.60 | 0.02 | 1.59 | 0.18 | |
| and | 331.00 | 336.80 | 5.80 | 0.79 | 2.08 | 0.00 | 0.05 | 0.02 | |
| incl | 335.80 | 336.80 | 1.00 | 3.72 | 10.00 | 0.00 | 0.10 | 0.03 | |
| GB-25-60 | 135.40 | 157.10 | 21.70 | 4.14 | 3.62 | 0.03 | 0.40 | 0.05 | |
| incl | 137.40 | 152.10 | 14.70 | 5.97 | 5.24 | 0.04 | 0.59 | 0.06 | |
| incl | 142.40 | 145.40 | 3.00 | 17.85 | 14.77 | 0.06 | 1.48 | 0.14 | |
| incl | 142.40 | 144.40 | 2.00 | 20.78 | 17.00 | 0.05 | 1.74 | 0.15 | |
| SP-25-42 | 32.40 | 38.70 | 6.30 | 0.14 | 0.27 | 0.01 | 0.01 | 1.37 | |
| incl | 32.40 | 33.40 | 1.00 | 0.05 | 0.00 | 0.01 | 0.01 | 6.50 | |
| SP-25-54 | 29.87 | 47.00 | 17.13 | 0.09 | 0.03 | 0.01 | 0.00 | 2.02 | |
| incl | 36.00 | 41.00 | 5.00 | 0.11 | 0.04 | 0.01 | 0.00 | 3.98 | |
| incl | 36.00 | 37.00 | 1.00 | 0.08 | 0.00 | 0.01 | 0.00 | 9.12 | |
| SP-25-56 | 42.00 | 57.05 | 15.05 | 0.05 | 0.05 | 0.00 | 0.01 | 0.96 | |
| incl | 45.05 | 55.05 | 10.00 | 0.07 | 0.08 | 0.00 | 0.01 | 1.39 | |
| incl | 50.05 | 55.05 | 5.00 | 0.09 | 0.16 | 0.00 | 0.00 | 2.36 |
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Benton/Pirate Gold Strategic Alliance, Newfoundland
In May 2021, the Company formed a strategic alliance (the "Alliance") with Pirate Gold Corp. ("Pirate") (formerly Sokoman Minerals Corp.), targeting district-scale gold opportunities in Newfoundland. At the foundation of the Alliance is a formal agreement whereby both parties hold a 50% interest and share all property acquisition, exploration and evaluation expenditures on a 50/50 basis. Benton has assumed operatorship of the Joint Venture ("JV").
During the summer and fall of 2021, the Alliance acquired three large-scale, early-stage exploration projects with excellent potential for new discoveries: Golden Hope, Grey River and Kepenkeck (and adjacent Larry's Pond property). In addition, in May 2021, and again in March 2022, the Alliance attracted an aggregate investment of \$4.4 million into Benton by well-known and respected resource investor, Mr. Eric Sprott (see Company news release dated May 14, 2021), making Mr. Sprott Benton's largest shareholder.
Killick Lithium Project (formerly Golden Hope)
During the year ended June 30, 2022, the Companies jointly staked the Killick Lithium project (formerly the Golden Hope project), which consists of 3,802 claim units covering 95,050 ha in South Central Newfoundland.
On October 11, 2023, the Company and Pirate, entered into a definitive agreement with Elevra Mining Limited ("Elevra") (formerly Piedmont Lithium Inc.) whereby Elevra has the right to earn up to a combined 70% direct/indirect ownership interest in the area and lands comprising the Killick Lithium Project ("Killick Project") (the "Transaction").
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Pursuant to the term of the Transaction, each of Benton and Pirate assigned all of its rights and interest to the Killick lithium project to Vinland Lithium Inc. ("Vinland"), a newly-incorporated British Columbia corporation, in exchange for all of the issued and outstanding shares in the capital of Vinland, held by each of Benton and Pirate in equal proportions (4,025,126 common shares each). Vinland in turn assigned the Killick Project to its newly incorporated, wholly-owned subsidiary Killick Lithium Inc. ("Killick") (the "Reorganization"). Vinland and Elevra (through its subsidiary), entered into (i) a subscription agreement (the "Subscription Agreement") pursuant to which Elevra subscribed for a 19.9% ownership interest in Vinland for an aggregate subscription amount of CAD\$2.0M (the "Subscription"); and (ii) a shareholders' agreement (the "Vinland SHA") with Benton and Pirate setting forth the framework for the governance of Vinland and for the holding, disposal and subsequent issuances of interests in Vinland.
During fiscal 2025, the Company, as part of a larger initiative for Vinland to become a listed issuer, completed a plan of arrangement whereby it would return 2,025,126 of its common shares held in Vinland (as a tax-free return of capital) to shareholders of the Company pro-rata to shareholders holding at least 5,000 shares of the Company. Vinland commenced trading on the TSX Venture Exchange on May 23, 2025 under the trading symbol "VLD".
The Company was notified by Vinland in the subsequent period that Elevra formally terminated its option agreement to earn an interest in the Killick Lithium Project. The Company will now retain 100% control of the project subject only to the underlying 2% NSR (1% each to Benton and Pirate).
Grey River Joint Venture
In May 2021, the Alliance acquired, via claim staking and letter agreements with underlying vendors, a land package known as the Grey River gold property, centered on the community of Grey River, a deep-water, ice-free harbour on the south coast, 32 km east of the town of Burgeo, and 38 km southeast of the Golden Hope (Killick) property. Grey River consists of 388 claim units covering 9,700 ha. Details of the acquisition transactions may be found in note 8(a) of the accompanying June 30, 2024 condensed consolidated interim financial statements.
The Grey River claims straddle an important east-west trending ductile shear zone that separates a large enclave of Late Precambrian amphibolite, gabbro, metasediments, felsic metavolcanics and mafic orthogneisses from a batholith-scale, syn-kinematic suite of Siluro-Devonian granitoid rocks. The east-west trending amphibolite-grade metamorphic units are correlatives of the coeval basement block exposed on-strike, farther west in the Hermitage Flexure, near Burgeo and at Hope Brook. The east-west shear zone at Grey River, and parallel structures immediately offshore, are important crustal breaks, along which several metal-rich mid- to late-Devonian granites were emplaced along the southern coast of the Island. Rocks in this segment of the Hermitage Flexure are unusually enriched in gold (Au), molybdenum (Mo), copper (Cu), tungsten (W), fluorine (F) and bismuth (Bi). A 5 km by 10 km area within and adjoining the property, between Grey River and Gulch Cove, is particularly metal-rich.
The primary focus of the Alliance's 2021/2022 exploration programs was quartz-vein-hosted, structurally controlled and intrusion-related, high-grade Au (+/- Ag, Bi, Sb) in both the granitic and adjacent metamorphic terranes.
Gold grades reported from historic grab samples and channel samples on the property range from less than 1.0 g/t to over 225 g/t Au, locally with 200-300 g/t Ag, with or without anomalous Bi, Sb (antimony) and W. The 225 g/t Au chip sample is from a 20-30 cm-wide zone of pyritic alteration immediately adjacent to an 8 km-long, diffusely bounded quartz zone. The latter coincides with a large elongated high-purity silica body (12 million (M) tonnes >95% SiO2) drilled by the Newfoundland Government in 1967, as part of an Island-wide silica assessment program. The diffusely bounded, irregularly shaped silica lies at the boundary of amphibolite gneisses and mica-schists, and within mica schists, along the flank of a prominent aeromagnetic high. The style, grades, setting and Au-Ag-Bi-W-Sb geochemical signature of some of the gold mineralization led previous exploration groups to draw comparisons with the high-grade Pogo gold mine within the Tintina Gold Belt of Alaska and Yukon (gold in diffusely bounded quartz bodies within amphibolite grade gneisses).
During the year ended June 30, 2022, the Alliance completed an airborne geophysical survey totalling 1,099 line-km. The survey consisted of a Heliborne High-Resolution Magnetic and Matrix Digital VLF-EM Survey flown by Terraquest Ltd. The results of the survey helped define structural targets that may be associated with the gold mineralization at Grey River.
The Alliance completed sampling in the vicinity of the 225 g/t Au sample site and this sampling resulted in the identification of visible gold in a portion of the mineralized zone.
In addition to the airborne geophysical survey and surface sampling, in October 2021 and mid-2022, the Alliance carried out diamond drilling programs totalling 4,376 m in 19 holes , which were directed at the gold potential of the large quartz
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zones or bodies in the eastern portion of the property. The Alliance focused on areas of anomalous gold, partially guided by data from the airborne survey that identified potential structures correlating with the gold enriched areas. Widespread pyrite mineralization was encountered in all holes and anomalous gold over modest widths was also found in all holes. The Alliance is currently not exploring at Grey River but may consider resuming activity in the future.
Kepenkeck Gold Project Joint Venture
History
In May 2021, Benton acquired the Kepenkeck gold project (595 claim units encompassing 15,625 ha), located in central Newfoundland, under an option agreement from Kevin and Alan Keats (collectively "Keats") on behalf of the Alliance. Kepenkeck currently consists of 280 claim units encompassing 7,000 ha. Details of the transactions may be found in note 8(a) of the June 30, 2024 audited consolidated financial statements.
The Alliance acquired the Kepenkeck property because of new road access, little historical work and the property being situated in prospective geology along a major trend that hosts several high-grade gold zones to the south and west. Prospecting completed by the Keats identified gold in grab samples, from trace up to 2.45 g/t Au, along with visible gold noted from panning till in two locations on the property.
In 2021, the Alliance completed a detailed, airborne Mag-VLF survey, which was used to map lithological units, guide fieldwork and locate geological structures, which control gold mineralization. In addition, the Alliance completed the initial prospecting and mapping on the property.
Gold, grading from >5 ppb to 5,340 ppb, was obtained from the initial localized float and outcrop samples. In addition, the Alliance discovered uranium in five samples that were collected from a radioactive area of black topsoil and sandy till that was sampled along the projected contact of a granite and sedimentary unit. All five samples contained significant uranium grading between 0.06% and 1.86% U308. The Alliance commenced a prospecting and soil sampling program for gold and uranium during the fall of 2022. Reconnaissance soil sampling traverses were conducted across several licences on the project along with prospecting and rock sampling. A total of 286 soil samples were collected on recce soil lines with sample stations spaced 25 metres apart. A total of 26 rock samples was collected during the prospecting activities. The soil sampling program returned up to 19 ppb Au while the rock sampling returned up to 97 ppb Au.
The Alliance is currently not exploring at Kepenkeck but may consider resuming activity at Kepenkeck in the future.
At June 30, 2024, the Company determined that an impairment exists on the collective properties held by the joint venture alliance with Pirate and as a result recorded an impairment charge totalling \$1,546,408 in income at June 30, 2024 reducing deferred exploration and evaluation assets accordingly.
Other Properties
Dominion Lake Gold VMS, Newfoundland
History
The 100% owned Dominion Lake Gold VMS project, acquired in June 2023, is located 20km southwest of the town of Millertown in Newfoundland and is comprised of 383 claims within 16 mineral licenses acquired via staking. In addition, the Company has completed various arms-length option and purchase agreements representing an additional 292 claim units in 22 mineral licenses detailed. In all, the Dominion Lake land position covers 14,875 hectares.
Herbert Froude Option
During the year ended June 30, 2025, the Company entered into an option agreement with Herbert Froude to acquire a 100% interest in an additional 9 licenses encompassing 137 claim units contiguous to the Company's staked claims by paying a total of \$54,000 (\$8,000 paid on signing) and issuing 440,000 (80,000 issued) common shares over a four-year period, revised to 404,000 common shares and \$49,400 due to one licence that was forfeited. Herbert Froude will retain a 2% NSR on all but one of the mineral licenses encompassed by the option agreement with the Company retaining the right to buy back one-half (1% NSR) of the NSR for \$500,000. One of the licenses within the agreement encompassing 6 claim units holds a previously granted 2.5% NSR to underlying vendors and Mr. Froude will hold a 0.25% NSR, making a total 2.75% NSR in the aggregate on this license.
Purchase – Licenses 037364M/032046M/037050M/025001M
During fiscal 2025, the Company entered into a claims purchase agreement with an arms-length prospector to acquire a 100% interest in 4 mineral licenses encompassing 31 claim units for a one-time cash payment of \$15,000 (paid) and
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issuance of 200,000 common shares (issued) subject to a 2% NSR of which the Company can buy back one-half (1% NSR) for \$1 million at any time.
Puddle Pond Resources Inc. – Purchase – Licenses 026483M/026487M/038483M/027481M/031412M/031413M During the six-month period ended December 31, 2025, the Company entered into an additional claims purchase agreement, with an arms-length private company, Puddle Pond Resources Inc. ("Puddle Pond"), for a one-time cash payment of \$10,000 (paid) and issuance of 300,000 common shares (issued). The vendor shall retain a 1% NSR on license numbers 026483M, 006487M, 038483M, 031412M and 031413M (the "Original Claims") and a 0.5% NSR on license number 027481M (the "Duffitt Claim"). The Company has the right at any time to purchase one-half of the NSR (0.5% NSR) on the Original Claims and one-half of the NSR (0.25% NSR) on the Duffitt Claim by paying Puddle Pond \$500,000. The Company also has a right of first refusal on the remaining 0.5% NSR on the Original Claims and 0.25% on the Duffitt Claim then held by Puddle Pond. The Original Claims are subject to an additional underlying NSR of 1% and the Duffitt Claim is subject to an additional underlying NSR. of 1.5% subject to a 2% NSR where the Company can buy back one-half (1% NSR) for \$1 million at any time.
Purchase – License 037195M
During the six-month period ended December 31, 2025 Company also executed a purchase agreement to acquire one mineral licence encompassing 11 claim units by paying the arms-length vendors \$10,000 cash (paid) and issuing 240,000 common shares of the Company (issued) for a 100% interest in the property subject to a 2% NSR whereby the Company can buy back 1% NSR for \$1 million at any time.
Purchase – Licenses 037497M/037484M
During the six-month period ended December 31, 2025, the Company executed a purchase agreement to acquire two mineral licences encompassing 46 claim units by paying the arms-length vendors \$10,000 cash (paid) and issuing 300,000 common shares (issued) of the Company for a 100% interest in the property subject to a 2% NSR whereby the Company can buy back 1% NSR for \$1 million at any time.
Benton Exploration Program
A small prospecting program conducted in late summer 2024 on the recently staked Dominion Lake claims resulted in the discovery of a 50 m wide sheared zone in contact with a greater than 12.0 m wide exposed quartz-flooded and silicified zone that has been traced intermittently for approximately 120 m along strike. The new zone, named the Rickirb Zone, has returned grab sample grades as high as 4.6 g/t Au. The Company has collected a total of 30 grab samples within a 200 m area of the new zone, with 7 samples grading greater than 0.5 g/t Au. The zone has a trend of 020° and is situated 21 km north-northeast of Calibre Mining Corp.'s Marathon Au deposit.
- The New Zone 10.8 g/t Au (gold), (see Figure 1).
- Rickirb gold zone with grab samples up to 6.41 g/t Au
- The Trinity Base Metal Zone (see Company news release dated June 5, 2025) with grab samples returning assays up to 14.6% Zn (zinc), 1.31% Pb (lead), 2.53% Cu (copper) and 68.7 g/t Ag (silver) and 0.17 g/t Au.
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Figure 1: Dominion Lake Rock Sample Map.
Benton plans to complete further prospecting, soil sampling and a trenching program in the future.
Victoria West, Newfoundland
During the six-month period ended December 31, 2025, the Company acquired the Victoria West property by staking 120 claim units in five mineral licenses, located in central Newfoundland. In addition, during the current period ended December 31, 2025, the Company executed a purchase agreement with an arms-length private company (the "Vendor") for two mineral licenses encompassing 33 claim units by paying \$6,000 (paid) and issuing 200,000 common shares of the Company (issued). The Vendor will retain a 2% NSR whereby the Company will have the right to buy back 1% NSR for \$1.5 million. In addition, the Company has granted the Vendor a 0.25% NSR on three of the Company's staked licenses and on a portion of the fourth license.
A detailed compilation by Benton, using first-derivative magnetics and historical assessment work filed with the Government of Newfoundland, along with a public press release from Marathon Gold (see Marathon Gold Corporation Press Release Dated March 06, 2023) shows that the favourable trend and gold structures continue southwest towards Benton's new Victoria West Project. A soil sampling program completed and released by Marathon Gold highlighted this favourable contact trend with highly anomalous gold values up to 169 ppb Au in soils near the water's edge trending toward Benton's newly acquired claims.
Stoney Caldera Copper-Gold, Newfoundland
During the period ended December 31, 2025, the Company acquired via staking a 100% interest in the Stoney Caldera project ("SCP") located directly along strike to the northeast of the Great Burnt project. The property consists of 10 mineral licenses encompassing 685 claim units. In addition, during the period ended December 31, 2025, the Company acquired a 100% interest in license 039275M containing 4 claim units from an arms-length local Newfoundland
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prospector (the "Vendor") for a one-time cash payment of \$6,000 (paid) and issuance of 125,000 common shares (issued) subject to a 2% NSR in favour of the Vendor with the Company having the right to buy back 1% of the NSR for \$1 million.
Far Lake (Copper-Silver), Northwestern Ontario
The Far Lake Copper-Silver property (the "Property") located 80 km west of Thunder Bay, Ontario, was acquired in 2020 under an option agreement ("LOI") with Thunder Gold Corp. (formerly White Metal Resources Corp.) ("Thunder Gold") whereby Benton can earn up to a 70% interest. During the year ended June 30, 2023, the Company amended its agreement (the "Amending Agreement") with Thunder Gold. Pursuant to the Amending Agreement, the Company may exercise the Initial Option, earning a 60% interest in the Property by paying \$25,000 and issuing 200,000 shares to Thunder Gold (originally \$30,000 and 400,000 shares) by July 15, 2022 (completed). The Second Option in the original agreement has been eliminated such that the Company is limited to earning a 60% interest in the Property.
Having exercised the Initial Option, the Company must now incur \$150,000 in exploration expenditures within 24 months, thereafter the Company and Thunder Gold will form a joint venture with terms consistent with usual industry practice for further development of the Property, with the Company having an initial 60% interest and Thunder Gold having an initial 40% interest in the joint venture. The agreement governing the joint venture will contain provisions which provide for dilution for non-participation in programs including a provision for participant's interest to be converted to a 2% NSR if its interest is diluted to less than 10% participating interest, half of which may be purchased by the non-diluting party for \$1 million at any time.
Exploration completed by Thunder Gold led to the discovery of a high-grade, semi-massive sulphide copper occurrence that provided results that include a 0.7 m channel sample (Far Lake #1) across massive sulphide that assayed 22.0% Cu, 30.2 g/t Ag, and 0.25 g/t Au, and another channel sample that graded 3.54% Cu over 3 m, including 4.96% Cu over 1.0 m. Sulphide mineralization is located within a northwest-southeast-trending, brecciated and silicified structure that bisects a regional granitic pluton that has been delineated for approximately 400 m along strike and remains open in all directions. A parallel zone, 2.1 km west of the copper occurrence, was located in the spring of 2020 and exhibits a similar intense brecciation and silicification, traced intermittently over a 5.0 km strike length and up to 200 m wide, with chalcopyrite mineralization occurring throughout.
Benton has completed various geophysical surveys on the property including a Heliborne High-Resolution Magnetic and Time-Domain Electromagnetic Survey, which identified several high-priority targets associated with known Cu sulphide mineralization, as well as other targets, outside the main zones. An IP survey was also carried out.
Extensive geological mapping, soil and rock geochemistry-sampling programs and stripping programs were completed In 2020/2021, 20 holes totalling approximately 4,700m were drilled to test a variety of targets on the property. Results were disappointing and while there remain targets on the property there are no plans to resume work there in the immediate future.
The Company has no plans at Far Lake and all exploration evaluation expenditures associated with the property were written off as impairments in previous periods.
Panama (Gold), Northwestern Ontario
The Panama Lake gold project ("Panama") is located in the Red Lake mining district, 55km northeast of the town of Ear Falls and is accessible by road. The project was acquired by staking and consists of 365 claim cells covering 7,446 hectares. The project is now held 100% by Renegade Gold Inc. ("Renegade") after Renegade completed all payments and obligations to the Company pursuant to a binding letter of intent ("BLOI") Renegade assumed during fiscal 2022 from St. Anthony Gold Corp. (renamed to Spark Energy Minerals Inc.). The Company will retain a 2% NSR on the Project with Renegade having the option to buy back a 1% NSR for \$1 million in cash. In addition, Renegade will issue to the Company an additional 1 million Renegade common shares upon completion of its initial resource estimate as defined in the BLOI.
Strategic Investment in Clean Air Metals Inc.
During 2019, Benton was able to successfully secure agreements to acquire both the Escape Lake and Thunder Bay North PGE-Copper-Nickel properties, located approximately 50 km northeast of the city of Thunder Bay, Ontario. The Company subsequently optioned all its rights under these agreements to Clean Air Metals Inc. ("Clean Air") and the
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property is now known as the Thunder Bay North Project ("TBN"). In return, the Company received, and still retains, 24.6 million common shares of Clean Air (approximately 14.7%) and holds a 0.5% Net Smelter Return ("NSR") royalty from production on the Escape Lake portion of the project and a 0.5% NSR from production on any mineral claims comprising the original Thunder Bay North portion of the project, on which an NSR has not previously been granted.
After assuming Benton's rights to acquire these properties, Clean Air aggressively advanced the TBN project with extensive drilling completed and added to a drill database that now includes more than 800 drill holes.
During the year ended June 30, 2023, Clean Air withdrew both its Mineral Resource Estimate and Preliminary Economic Assessment technical reports due to an identified discrepancy with the disclosed resource estimate. Clean Air then disclosed a revised NI 43-101 compliant Mineral Resource estimate for the Thunder Bay North project. As anticipated, there was a reduction in the metal content in the Current deposit, one of the two mineral deposits comprising the project. Clean Air announced it was undertaking a new study of all the project's relevant technical data to determine what changes in previous plans might be required in order to continue advancing the project towards development. The trading price of the common shares of Clean Air has remained relatively stable after an initial decline since the likely reduction of the metal content was first announced in February 2023, a situation common in the TSX junior exploration and mining market during the same period.
This situation continues to materially impact the value of Benton's investment in Clean Air. At this time, the Company is still uncertain as to whether the decline in value represents a permanent impairment. Clean Air remains focussed on unlocking additional potential of the TBN project, through further exploration.
In October 2025, Clean Air announced results from an independent Preliminary Economic Assessment (PEA) and updated resource that was completed for its Thunder Bay PGE-Cu-Ni Project. The PEA outlines an 11-year mine life (+ 2 years of pre-production activities) producing 2,500 tonnes per day from a near-surface, ramp-access underground operation.
Highlights:
- The project has a \$219.4M pre-tax NPV8 against a project capital cost of \$89.5M. After-tax NPV of \$157.5M
- The pre-tax internal rate of return (IRR) is 39%, and the after-tax IRR is 32%
- At spot pricing, pre-tax NPV8 totals \$316M with pre-tax IRR of 52%
- The asset is designed from the ground up as a low-cost, high-margin producer with access to the first seven months from collaring the ramp portal. The project maximizes the use of temporary infrastructure and utilizes toll milling at a nearby facility
- The capital payback is 2.5 years from the start of production through healthy operating margins of 45%
- Baseline environmental studies are primarily completed to support future permitting of the project
- The Project is near the City of Thunder Bay, Canada, where key highway and electrical infrastructure and support are located
- The Company has positive relationships and is working closely with nearby Indigenous communities to allow full and meaningful participation in the project
- The resource has been updated with additional drilling and new pricing, highlighting a 14.9M tonne indicated resource grading 2.66 g/t 2 PGE (Pt + Pd), 0.40% Cu and 0.24% Ni
- Additionally, there are 2.49M tonnes of inferred resource grading 1.62 g/t 2 PGE (Pt + Pd), 0.31% Cu and 0.19% Ni. There are no reserves
The Company will continue to update shareholders on Clean Air's progress at TBN and is currently evaluating opportunities to bring value to shareholders from this high-potential equity and NSR asset with significant upside. Readers are encouraged to visit www.cleanairmetals.ca for full technical details on the TBN project and the recently announced PEA and updated resource highlighted above.
Other
The Company holds several other exploration-stage projects in both Ontario and Newfoundland, that are either 100% owned, held under option agreement or are optioned out to a partner. See www.bentonresources.ca for further details.
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SELECTED ANNUAL FINANCIAL INFORMATION
| Description | Year ended June 30, 2025 \$ |
Year ended June 30, 2024 \$ |
Year ended June 30, 2023 \$ |
|---|---|---|---|
| Operating expenses | 1,434,685 | 5,535,664 | 1,025,691 |
| Interest income | 95,410 | 121,015 | 100,638 |
| Adjustment to fair market value of held for trading investments |
105,846 | (1,322,834) | (2,806,685) |
| Impairment of mineral properties |
55,408 | 4,186,409 | - |
| Net income (loss) being comprehensive income (loss) |
(424,169) | (3,383,148) | (2,890,827) |
| Income (loss) per share – basic (1) (2) |
(0.00) | (0.02) | (0.02) |
| Cumulative mineral properties and deferred development expenditures |
6,167,116 | 3,656,591 | 6,480,507 |
| Total assets | 11,569,968 | 13,208,017 | 12,333,086 |
- (1) Basic per share calculations are made using the weighted-average number of common shares outstanding during the year.
- (2) Earnings (loss) per share on a diluted basis is the same as the basic calculation per share as all factors are anti-dilutive.
SUMMARY OF QUARTERLY RESULTS
| Three Month Period Ending |
Net Income/(Loss) \$ |
Net Income/(Loss) per Share Basic and Diluted (1) (2) \$ |
|---|---|---|
| December 31, 2025 |
59,287 | - |
| September 30, 2025 |
741,835 | - |
| June 30, 2025 |
(325,147) | - |
| March 31, 2025 | (7,468) | - |
| December 31, 2024 | (384,656) | - |
| September 30, 2024 | 293,102 | - |
| June 30, 2024 | (4,811,139) | (0.03) |
| March 31, 2024 | (834,253) | - |
- (1) Basic loss per share calculations are made using the weighted-average number of common shares outstanding during the period.
- (2) Diluted income / (loss) per share is based on the assumption that stock options and warrants that have an exercise price less than the average market price of the Company's common shares during the year have been exercised on the later of the beginning of the year and the date granted.
During six-month period ended December 31, 2025, the Company's cash on hand decreased by \$209,320 to \$386,828. Temporary investments totalled \$2,091,183, which was comprised of \$2,076,183 in temporary investments (June 30, 2025 - \$1,019,826), nil in temporary investments restricted for qualified flow-through expenditures (June 30, 2025 – \$49,500) and \$15,000 in temporary investments restricted as collateral for the Company's visa card (June 30, 2025 – \$15,000). Accounts and other receivables of \$564,585 (June 30, 2025 - \$493,762) at December 31, 2025 consisted of HST and other receivables including \$469,021 from Homeland Nickel for it's share of Great Burnt JV expenditures and
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operator fees owing to the Company at December 31, 2025. Exploration and evaluation assets increased from \$6,167,116 at June 30, 2025 to \$7,382,206 at December 31, 2025 due to continued exploration and evaluation at the Company's Great Burnt project net of recoveries from its joint venture partner. Share capital increased from \$36,234,085 at June 30, 2025 to \$37,549,012 at December 31, 2025 related to the private placement completed during the current period as well as share issuances related to property acquisitions completed during the current period.
SHARE DATA
As at February 5, 2026, the Company has 244,128,825 common shares issued and outstanding as well as: (a) share purchase warrants to purchase 57,131,766 common shares exercisable between \$0.10 and \$0.25 expiring between April 16, 2026 and October 7, 2030; (b) stock options to purchase an aggregate of 11,525,000 common shares expiring between July 28, 2026 and December 19, 2030 exercisable between \$0.07 and \$0.20 per share. For additional details of share data, please refer to Note 10 of the December 31, 2025 condensed consolidated financial statements.
FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash, temporary investments, accounts and other receivables, long-term investments, refundable security deposits and accounts payable and accrued liabilities. It is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.
LIQUIDITY AND CAPITAL RESOURCES
The Company had net working capital of \$2,872,547 as at December 31, 2025 compared to \$1,706,426 as at June 30, 2025, cash on hand of \$386,828 (\$177,508 as at June 30, 2025), temporary investments of \$2,091,183 which was comprised of \$2,076,183 in temporary investments (June 30, 2025 - \$1,019,826), nil in temporary investments restricted for qualified flow-through expenditures (June 30, 2025 – \$49,500) and \$15,000 in temporary investments restricted as collateral for the Company's visa card (June 30, 2025 – \$15,000) and a deficit of \$31,525,868 (\$32,326,990 as at June 30, 2025).
During the six-month period ended December 31, 2025, the Company completed the following private placement:
• In September and October 2025, the Company closed a non-brokered private placement financing of units ("Units") in two tranches. The Company issued 36,000,182 Units at a price of \$0.055 per Unit for aggregate gross proceeds of \$1,980,010.
Each Unit issued in the private placement consists of one (1) common share and one common share purchase warrant, each warrant being exercisable for an additional common share of the Company at a price of \$0.10 expiring on September 24, 2030 (33,372,910 warrants) and October 7, 2030 (2,627,272).
The Company paid no finders' fees or finders' warrants in connection with the private placement.
During the year ended June 30, 2025, the Company completed the following private placements:
• In December 2024, the Company completed a non-brokered private placement financing of flow-through ("FT Units") for aggregate gross proceeds of \$1,025,923.
The Company issued 9,326,571 FT Units at a price of \$0.11 per FT Unit. Each FT Unit consists of one (1) flowthrough common share and one-half of one common share purchase warrant, each warrant being exercisable for an additional common share of the Company at a price of \$0.11 expiring on December 20th (4,887,116 warrants) and 24, 2027 (250,000 warrants). The flow-through shares will entitle the holder to receive the tax benefits applicable to flow-through shares, in accordance with provisions of the Income Tax Act (Canada).
The Company paid cash finders' fees totalling \$33,172 and issued 473,880 finders' warrants with each warrant being exercisable for a common share of the Company at a price of \$0.11 expiring December 20, 2027.
• On August 16, 2024, the Company closed a brokered flow-through private placement financing for aggregate gross proceeds of \$1,146,412 through Haywood Securities Inc. as lead agent together with a syndicate of agents including Red Cloud Securities Inc. and Canaccord Genuity Corp. (the "Agents").
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The Company issued 6,947,950 flow-through units ("Units"), each Unit consisting of one flow-through common share (the "Flow-Through Shares") and one half (1/2) of a common share purchase warrant, each full warrant being exercisable at \$0.25 for one non-flow-through common share of the Company for a period of 2 years from the date of issue.
In accordance with TSX Venture Exchange policies, the Company has paid a cash fee of \$80,249 and issued 486,356 compensation options to the Agents. Each compensation option is exercisable to acquire one common share of the Company at \$0.165 per share for a period of 2 years from the date of issue.
The Company's financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes the realization of assets and the settlement of liabilities in the normal course of business. The appropriateness of the going concern assumption is dependent upon the Company's ability to generate future profitable operations and/or generate continued financial support in the form of equity financings. The financial statements do not reflect any adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classification that would be necessary if the going concern assumption were not appropriate and such adjustments could be material.
The recovery of amounts shown as exploration and evaluation assets is dependent upon the discovery of economically recoverable mineral resources, the ability of the Company to obtain adequate financing to complete development, and upon future profitable operations from the properties or proceeds from the dispositions thereof.
The Company currently has no operations that generate cash flow and its long-term financial success is contingent upon management's ability to locate economically recoverable mineral resources. This process can take many years to complete, cannot be guaranteed of success, and is also subject to factors beyond the control of management. Factors such as commodity prices, the health of the equity markets and the track record and experience of management all impact the Company's ability to raise funds to complete exploration and development programs.
The Company has taken numerous steps to ensure that it will continue to have adequate working capital to fund operations. The Company has set a conservative exploration budget for the upcoming periods that will focus on a few key project advancement initiatives. It has reduced its budget for new project evaluation and generation substantially to ensure exploration is focused on advancing primary projects. As well, the Company has and will continue to actively seek out strategic joint venture partners on certain of its projects to ensure that they will be advanced while at the same time preserving its capital. The Company has also reviewed corporate overhead costs to allow for only essential expenditures.
The Company anticipates that the continued sale of flow-through shares/warrants should enable it to maintain exploration activities on its mineral properties, however, there can be no assurance that these activities will be sufficient to enable the Company to carry on its planned activities given the current economic climate specifically as it affects junior mineral exploration companies.
CAPITAL MANAGEMENT
The Company's objectives when managing capital are as follows:
- i) To safeguard the Company's ability to continue as a going concern;
- ii) To raise sufficient capital to finance its exploration and development activities on its mineral exploration properties;
- iii) To raise sufficient capital to meet its general and administrative expenditures.
The Company manages its capital structure and makes adjustments to it based on the general economic conditions, its short-term working capital requirements, and its planned exploration and development program expenditure requirement. The capital structure of the Company is composed of working capital and shareholders' equity. The Company may manage its capital by issuing flow-through or common shares, or by obtaining additional financing.
SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The financial statements include estimates, which by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements and
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may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised, and the revision affects both current and future periods.
Significant assumptions about the future and other sources of estimation uncertainty that management has made as at the balance sheet date that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
- i. the recoverability of amounts receivable and prepayments, which are included in the statements of financial position;
- ii. the carrying amount and recoverability of exploration and evaluation expenditures requires judgment in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. If, after costs are capitalized, information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalized is written off to profit or loss in the period the new information becomes available;
- iii. the estimated useful lives of property and equipment, which are included in the statement of financial position and the related depreciation included in the statements of loss and comprehensive loss for the three-month periods ended September 30, 2025 and 2024;
- iii. the inputs used in accounting for share-based payment expense in the statement of comprehensive loss.
The following accounting policies involve judgments or assessments made by management:
- The determination of categories of financial assets and financial liabilities;
- The determination of a cash-generating unit for assessing and testing impairment;
- The allocation of exploration costs to cash-generating units; and
- The determination of when an exploration and evaluation asset moves from the exploration stage to the development stage.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has not participated in any off-balance sheet or income statement arrangements.
RELATED PARTY TRANSACTIONS
The Company paid or accrued the following amounts to related parties during the six-month period ended December 31, 2025 and 2024:
| Payee | Description of Relationship |
Nature of Transaction | December 31, 2025 Amount (\$) |
December 31, 2024 Amount (\$) |
|---|---|---|---|---|
| Gordon J. Fretwell Law Corporation |
Company controlled by Gordon Fretwell, Officer |
Legal fees and disbursements charged/accrued during the year |
41,011 | 63,217 |
| Michael Stares |
Director | Prospecting services and equipment rentals included in exploration and evaluation expenditures, salary and statutory benefits |
61,095 | 63,074 |
| John Sullivan |
Director | Consulting fees and expense reimbursements |
257 | 1,625 |
| Stares Contracting Corp. |
Company controlled by Stephen Stares (Director/Officer) and Michael Stares (Director) |
Equipment rentals and expense reimbursements included in exploration and evaluation expenditures |
4,985 | 7,590 |
The purchases from and fees charged by the related parties are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
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The Company invoiced Vinland Lithium Inc. (and its wholly-owned subsidiary Killick Lithium Inc.) \$27,388 plus HST during the six month period ended December 31, 2025 (December 31, 2024 - \$41,284 plus HST) for camp lease fees, personnel time at the Killick Lithium project and expense reimbursements. At December 31, 2025, \$3,186 inclusive of HST was included in accounts and other receivables (December 31, 2024 - \$3,546 inclusive of HST).
Included in accounts payable and accrued liabilities at December 31, 2025 and 2024 is:
- \$26,202 in accounts payable to Gordon J. Fretwell Law Corporation (December 31, 2024 \$20,000 accrued)
- \$387 in accounts payable to Michael Stares (December 31, 2024 nil)
- \$429 to Stares Contracting Corp. (December 31, 2024 \$579)
- \$15,000 in unpaid directors' fees in accrued liabilities (December 31, 2024 \$15,000 accrued)
Key management personnel remuneration during current year included \$298,903 (December 31, 2024 - \$299,226) in salaries and benefits and \$32,061 (December 31, 2024 - \$46,198) in share-based payments. There were no post-retirement or other long-term benefits paid to key management personnel during the year.
COMMITMENTS AND CONTINGENCIES
Except as otherwise discussed, the Company is in compliance with commitments required by contractual obligations in the normal course of business.
During the year ended June 30, 2024, the Company entered into an agreement with Grove Corporate Services ("Grove") to provide investor relations services to the Company, subject to TSX Venture Exchange approval. Grove will be paid \$6,000 per month for an initial term of six months following which will continue on a monthly basis unless Grove or the Company provides ninety days written notice of termination. The Company has continued the agreement with Grove on a month-to-month basis.
INTERNATIONAL FINANCIAL REPORTING STANDARDS ("IFRS")
Statement of Compliance
These financial statements, including comparatives, have been prepared using accounting policies in compliance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") in effect as of February 5, 2026.
New and Future Accounting Pronouncements
The following new standards and interpretations have been issued by the IASB, but are not yet effective and have not been applied in preparing these financial statements. The Company will adopt as applicable the amendments on their effective dates.
IFRS 18 Presentation and Disclosure in Financial Statements - In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in the Financial Statements. IFRS 18 will replace IAS 1 Presentation of Financial Statements but carries forward many of the requirements from IAS 1. The standard introduces new defined subtotals to be presented in the Company's statement of loss and comprehensive loss, disclosure of any management-defined performance measures related to the statement of loss and comprehensive loss and requirements for grouping of information. IFRS 18 is effective for annual periods beginning on or after January 1, 2027, with earlier adoption permitted, and will apply retrospectively. The Company is currently in the process of assessing the impact of IFRS 18 (and applicable amendments to other standards) on the financial statements and notes to the financial statements.
IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments - In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments. The amendments clarify that a financial liability is derecognized on the settlement date and introduce an accounting policy choice to derecognize a financial liability settled using an electronic payment system before the settlement date. Other clarifications include guidance on the classification of financial assets with ESG-linked features, non-recourse loans and contractually linked instruments. The amendments are effective for annual periods beginning on or after January 1, 2026. Early adoption is permitted, with an option to early adopt only the amendments to the classification of financial assets (for contingent features). The Company is currently in the process of assessing the impact of the amendments on the financial statements and notes to the financial statements.
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RISKS AND UNCERTAINTIES
Nature of Mineral Exploration and Mining
At the present time, the Company does not hold any interest in a mining property in production. The Company's viability and potential success lie in its ability to discover, develop, exploit and generate revenue out of mineral deposits. The exploration and development of mineral deposits involves significant financial risks over a significant period of time, which even a combination of careful evaluation, experience and knowledge may not eliminate. While discovery of a mine may result in substantial rewards, few properties, which are explored, are ultimately developed into producing mines. Major expenses may be required to establish mineral resources and/or reserves by drilling and to construct mining and processing facilities at a site. It is impossible to ensure that the current or proposed exploration programs on exploration properties in which the Company has an interest will result in a profitable commercial mining operation.
The operations of the Company are subject to all of the hazards and risks normally coincident with exploration and development of mineral properties, any of which could result in damage to life or property, environmental damage and possible legal liability for any or all damage. The activities of the Company may be subject to prolonged disruptions due to weather conditions depending on the location of operations in which the Company has interests. Hazards, such as an unusual or unexpected rock formation, rock bursts, pressures, cave-ins, flooding or other conditions may be encountered in the drilling and removal of material. While the Company may obtain insurance against certain risks in such amounts as it considers adequate, the nature of these risks is such that liabilities could exceed policy limits or could be excluded from coverage. There are also risks against which the Company cannot insure or against which it may elect not to insure. The potential costs, which could be associated with any liabilities not covered by insurance or in excess of insurance coverage or compliance with applicable laws and regulations, may cause substantial delays and require significant capital outlays, adversely affecting the future earnings and competitive position of the Company and, potentially, its financial position.
Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are the particular attributes of the deposit, such as its size and grade, proximity to infrastructure, financing costs and governmental regulations, including regulations relating to prices, taxes, royalties, infrastructure, land use, importing and exporting and environmental protection. Additionally, meaningful consultation and collaboration with Indigenous communities are critical, as such engagement ensures that projects respect traditional land rights, cultural heritage, and environmental stewardship. The effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.
Fluctuating Prices
Factors beyond the control of the Company may affect the marketability of any copper, nickel, gold, silver, platinum, palladium, lithium or any other minerals discovered. Metal prices often fluctuate widely and are affected by numerous factors beyond the Company's control. The effect of these factors cannot accurately be predicted.
Competition
The mineral exploration and mining business is competitive in all of its phases. The Company competes with numerous other companies and individuals, including competitors with greater financial, technical and other resources than the Company, in the search for and acquisition of attractive mineral properties. The ability of the Company to acquire properties in the future will depend not only on its ability to develop its present properties, but also on its ability to select and acquire suitable properties or prospects for mineral exploration. There is no assurance that the Company will continue to be able to compete successfully with its competitors in acquiring such properties or prospects.
Financing Risks
The Company has limited financial resources and no current revenues. There is no assurance that additional funding will be available to it for further exploration and development of its projects or to fulfill its obligations under applicable agreements. Although the Company has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the property interests of the Company with the possible dilution or loss of such interests.
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Permits and Licenses
The operations of the Company may require licenses and permits from various governmental authorities. The Company believes that it presently holds all necessary licenses and permits required to carry on with activities, which it is currently conducting under applicable laws and regulations, and the Company believes it is presently complying in all material respects with the terms of such laws and regulations, however, such laws and regulations are subject to change. There can be no assurance that the Company will be able to obtain all necessary licenses and permits required to carry out exploration, development and mining operations at its projects.
No Assurance of Titles
The acquisition of title to mineral projects is a very detailed and time-consuming process. Although the Company has taken precautions to ensure that legal title to its property interests is properly recorded in the name of the Company where possible, there can be no assurance that such title will ultimately be secured. Furthermore, there is no assurance that the interest of the Company in any of its properties may not be challenged or impugned.
Environmental Regulations
The operations of the Company are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mineral exploration and mining operations, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner which means stricter standards, and enforcement, fines and penalties for noncompliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and their directors, officers and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations.
Conflicts of Interest
The directors and officers of the Company may serve as directors or officers of other public resource companies or have significant shareholdings in other public resource companies. Situations may arise in connection with potential acquisitions and investments where the other interests of these directors and officers may conflict with the interest of the Company. In the event that such a conflict of interest arises at a meeting of the directors of the Company, a director is required by the Business Corporations Act (Ontario) to disclose the conflict of interest and to abstain from voting on the matter.
From time to time several companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participation in larger programs, permitting involvement in a greater number of programs and reducing financial exposure in respect of any one program. It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment. In determining whether or not the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.
Dependence on Key Personnel
The Company is dependent on a relatively small number of key people, the loss of any of whom could have an adverse effect on its operations. Any key person insurance, which the Company may have on these individuals may not adequately compensate for the loss of the value of their services.
The MD&A was reviewed and approved by the Audit Committee and Board of Directors and is effective as of February 5 2026.
ADDITIONAL INFORMATION
Additional information relating to the Company is available on SEDAR at www.sedar.com or by visiting the Company's website at www.bentonresources.ca.