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Benz Mining Corp. — Interim / Quarterly Report 2026
Mar 16, 2026
47017_rns_2026-03-16_888ec8f5-9247-4d00-b272-800482bdd7a5.pdf
Interim / Quarterly Report
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Condensed Interim Consolidated Financial Statements For the Nine-Month Periods Ended January 31, 2026 and 2025 (Expressed in Canadian dollars - Unaudited)
NOTICE OF NO AUDITOR REVIEW
The accompanying unaudited condensed interim consolidated financial statements of Benz Mining Corp. (the “Company”) have been prepared by and are the responsibility of the Company’s management.
In accordance with National Instrument 51-102, the Company discloses that its independent auditor has not performed a review of these unaudited condensed interim consolidated financial statements.
Benz Mining Corp.
Condensed Interim Consolidated Statements of Operations and Comprehensive Loss (unaudited) (Expressed in Canadian Dollars)
| Three-month periods | Three-month periods | Three-month periods | Nine-month periods | Nine-month periods | Nine-month periods | ||||
|---|---|---|---|---|---|---|---|---|---|
| ended January 31, | ended January | 31, | |||||||
| Note | 2026 | 2025 | 2026 | 2025 | |||||
| Operating costs | |||||||||
| Exploration and evaluation costs | 4 | $ | 10,259,093 |
$ | 662,382 |
$ | 22,437,865 |
$ | 806,838 |
| General and Administrative expenses | 14 | 540,069 | 1,386,589 | 1,419,809 | 2,198,589 | ||||
| Depreciation ofpropertyand equipment | 6 | 27,988 | - | 63,719 | - | ||||
| Loss from operations | $ | (10,827,150) |
$ | (2,048,971) |
$ | (23,921,393) |
$ | (3,005,427) |
|
| Other income (expense) | |||||||||
| Finance costs | 15 | $ | (18,089) |
$ | (3,724) |
$ | (55,676) |
$ | (8,274) |
| Foreign exchange | 1,443,459 | (60,682) | 2,627,038 | (7,153) | |||||
| Interest income | 190,288 | 20,205 | 401,432 | 56,162 | |||||
| Other income(expense) | 7,092 | - | 7,092 | (746) | |||||
| Net loss | $ | (9,204,400) |
$ | (2,093,172) |
$ | (20,941,507) |
$ | (2,965,438) |
|
| Other comprehensive loss | |||||||||
| Foreign currencytranslation adjustment | (582,893) | - | (573,157) | - | |||||
| Total comprehensive loss | $ | (9,787,293) | $ | (2,093,172) | $ | (21,514,664) | $ | (2,965,438) | |
| Lossper share - basic and diluted | $ | (0.03) |
$ | (0.01) |
$ | (0.08) |
$ | (0.02) |
|
| Weighted average number of shares outstanding - | |||||||||
| basic and diluted | 290,141,959 | 169,138,794 | 275,441,216 | 191,403,618 |
Going concern uncertainty (Note 1)
See accompanying notes to the condensed interim consolidated financial statements
2 | P a g e
Benz Mining Corp.
Condensed Interim Consolidated Statements of Financial Position (unaudited) (Expressed in Canadian Dollars)
| Note | January 31, 2026 | April 30, 2025 | |||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current Assets | |||||
| Cash and cash equivalents | $ | 16,834,325 |
$ | 11,787,527 |
|
| Sales taxes recoverable | 1,406,421 | 332,930 | |||
| Other receivables | 3 | 125,595 | 232,808 | ||
| Prepaid expenses and deposits | 200,732 | 122,405 | |||
| Total current assets | $ | 18,567,073 |
$ | 12,475,670 |
|
| Exploration and evaluation assets | 4 | 14,854,211 | 13,072,186 | ||
| Propertyand equipment | 6 | 721,908 | 204,951 | ||
| Total assets | $ | 34,143,192 |
$ | 25,752,807 |
|
| LIABILITIES | |||||
| Current Liabilities | |||||
| Trade and other payables | 5 | $ | 3,221,843 |
$ | 998,148 |
| Lease liabilities | 7 | 52,564 | 48,247 | ||
| Deferred consideration payable | 8 | - | 418,372 | ||
| Otherprovisions | 5,9 | 94,085 | 29,715 | ||
| Total current liabilities | $ | 3,368,492 |
$ | 1,494,482 |
|
| Lease liabilities | 7 | 64,133 | 104,950 | ||
| Otherprovisions | 9 | 1,282,000 | 1,259,000 | ||
| Total liabilities | $ | 4,714,625 |
$ | 2,858,432 |
|
| EQUITY | |||||
| Common shares | 10 | $ | 88,402,637 |
$ | 59,842,633 |
| Equity reserves | 10 | 2,380,011 | 2,891,159 | ||
| Accumulated other comprehensive loss | (591,327) | (18,170) | |||
| Deficit | (60,762,754) | (39,821,247) | |||
| Total equity | $ | 29,428,567 | $ | 22,894,375 | |
| Total liabilities and equity | $ | 34,143,192 |
$ | 25,752,807 |
|
| Nature of Operations (Note 1) | |||||
| Going concern uncertainty (Note 1) |
These financial statements were authorized for issue by the Board of Directors on March 17, 2026
Approved by the Board of Directors:
(Signed) Evan Cranston ( Signed) Mathew O’Hara Evan Cranston, Chairman of the Board Mathew O’Hara, Director
See accompanying notes to the condensed interim consolidated financial statements
3 | P a g e
Benz Mining Corp.
Condensed Interim Consolidated Statements of Cash Flows (unaudited) (Expressed in Canadian Dollars)
| Three-month periods | Three-month periods | Three-month periods | Nine-month periods | Nine-month periods | Nine-month periods | ||||
|---|---|---|---|---|---|---|---|---|---|
| ended January 31, | ended January 31, | ||||||||
| Note | 2026 | 2025 | 2026 | 2025 | |||||
| Cash Flow from Operating Activities | |||||||||
| Net loss for the year | $ | (9,204,400) |
$ | (2,093,172) |
$ | (20,941,507) |
$ | (2,965,438) |
|
| Adjustments for non-cash items: | |||||||||
| Accretion expense | 8, 9, 15 | 15,468 | 3,716 | 47,369 | 8,266 | ||||
| Interest paid | 7 | 2,441 | - | 8,307 | - | ||||
| Depreciation of property and equipment | 6 | 27,988 | - | 63,719 | - | ||||
| Foreign currency movements | (1,328,777) | 6,472 | (2,049,787) | 6,472 | |||||
| Share based payments | 10 | - | 730,870 | - | 846,498 | ||||
| Changes in non-cash working capital: | |||||||||
| Sales taxes recoverable | (171,850) | (86,641) | (1,073,491) | (73,955) | |||||
| Other receivables | 3 | 152,312 | 82,397 | 107,213 | 454,657 | ||||
| Prepaid expenses and deposits | (65,662) | 371 | (78,327) | 17,330 | |||||
| Trade and other payables | 5 | (882,615) | 137,314 | 2,223,695 | 154,185 | ||||
| Deferred consideration payable | 8 | (464,223) | - | (464,223) | - | ||||
| Otherprovisions | 9 | 42,522 | 7,196 | 64,370 | 16,842 | ||||
| Net cash flows used in operatingactivities | $ | (11,876,796) | $ | (1,211,478) | $ | (22,092,662) | $ | (1,535,144) | |
| Cash Flow from Investing Activities | |||||||||
| Additions to exploration and evaluation assets | 4 | $ | - |
$ | (444,269) |
$ | (855,344) |
$ | (444,269) |
| Additions topropertyand equipment | 6 | (240,909) | - | (590,858) | - | ||||
| Net cash flows used in investingactivities | $ | (240,909) | $ | (444,269) | $ | (1,446,202) | $ | (444,269) | |
| Cash Flow from Financing Activities | |||||||||
| Payment of lease obligations | 7 | $ | (14,282) |
$ | - |
$ | (42,190) |
$ | - |
| Issuance of common shares for cash, net of costs | 10 | 39,076 | 3,374,399 | 26,691,387 | 3,374,399 | ||||
| Proceeds from the exercise of compensation warrants | 10 | 882,000 | - | 882,000 | - | ||||
| Proceeds from the exercise of options | 10 | - | - | 225,469 | - | ||||
| Net cash flowsprovided byfinancingactivities | $ | 906,794 | $ | 3,374,399 | $ | 27,756,666 | $ | 3,374,399 | |
| Foreign exchange on cash and cash equivalents | $ | 415,715 |
$ | - |
$ | 828,996 |
$ | - |
|
| Net change in cash and cash equivalents | $ | (10,795,196) |
$ | 1,718,653 |
$ | 5,046,798 |
$ | 1,394,987 |
|
| Cash and Cash Equivalents, Beginning of Period | 27,629,521 | 2,696,809 | 11,787,527 | 3,020,475 | |||||
| Cash and Cash Equivalents, End of Period | $ | 16,834,325 |
$ | 4,415,462 |
$ | 16,834,325 |
$ | 4,415,462 |
|
| Cash and cash equivalents consist of: | |||||||||
| Cash | $ | 16,795,325 |
$ | 4,376,462 |
$ | 16,795,325 |
$ | 4,376,462 |
|
| Redeemable guaranteed investment certificate | 39,000 | 39,000 | 39,000 | 39,000 | |||||
| Total Cash and Cash Equivalents | $ | 16,834,325 |
$ | 4,415,462 |
$ | 16,834,325 |
$ | 4,415,462 |
Going concern uncertainty (Note 1)
See accompanying notes to the condensed consolidated financial statements
4 | P a g e
Benz Mining Corp.
Condensed Interim Consolidated Statements of Changes in Equity (Expressed in Canadian Dollars)
| Note | Equity Accumulated Other Number Amount Reserves Comprehensive Loss Deficit Total Equity Common Shares |
|---|---|
| Balance, April 30, 2024 | 169,138,794 38,352,848 $ 1,222,666 $ - $ (32,318,216) $ 7,257,298 $ |
| Net loss for the period Other comprehensive loss |
- - - (2,965,438) (2,965,438) - - (1,158) - 1,158 - |
| Total comprehensive loss for theyear | - - (1,158) - (2,964,280) (2,965,438) |
| Common shares issued: Private placement 10 Issuance of common shares for exploration and evaluation assets 4 Issuance of performance share units 10 Share basedpayments 10 |
18,181,820 3,374,399 - - - 3,374,399 33,000,000 10,230,000 - - - 10,230,000 1,000,000 230,000 (230,000) - - - - - 846,498 - - 846,498 |
| Balance, January 31, 2025 | 221,320,614 52,187,247 $ 1,838,006 $ - $ (35,282,496) $ 18,742,757 $ |
| Balance, April 30, 2025 | 252,757,614 59,842,633 $ 2,891,159 $ (18,170) $ (39,821,247) 22,894,375 $ |
| Net loss for the period Other comprehensive loss |
- - - (20,941,507) (20,941,507) - - - (573,157) - (573,157) |
| Total comprehensive loss for theyear | - - - (573,157) (20,941,507) (21,514,664) |
| Common shares issued: Private placement 10 Share issuance costs 10 Issuance of common shares for exploration and evaluation assets 4 Exercise of compensation warrants 10 Exercise of options 10 |
35,485,603 28,600,732 - - - 28,600,732 - (1,909,345) - - - (1,909,345) 171,142 250,000 - - - 250,000 1,400,000 1,205,979 (323,979) - - 882,000 1,068,750 412,638 (187,169) - - 225,469 |
| Balance, January 31, 2026 | 290,883,109 88,402,637 $ 2,380,011 $ (591,327) $ (60,762,754) $ 29,428,567 $ |
Going concern uncertainty (Note 1)
See accompanying notes to the condensed interim consolidated financial statements
5 | P a g e
Benz Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) Three-Month periods ended January 31, 2026 and 2025
1. NATURE OF OPERATIONS AND GOING CONCERN
Benz Mining Corp. (the Company ) was incorporated under the laws of the Province of British Columbia on November 9, 2011. The Company is involved in the acquisition, exploration and exploitation of mineral properties with operating segments located in Canada and Australia. The Company’s head and registered offices are located at Suite 2501, 550 Burrard Street, Vancouver BC V6C 2B5. The Company’s common shares are traded on the TSX-V Exchange ( BZ ), the Frankfurt Exchange ( 1VU ) and the Australian Securities Exchange ( BNZ ).
Going concern
These condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will realize its assets and discharge its obligations in the normal course of operations.
The Company is considered to be in the exploration phase. The investment in, and expenditures on, exploration and evaluation assets comprise a significant portion of the Company’s activities. Mineral exploration and development is highly speculative and involves inherent risks.
As at January 31, 2026, the Company has a working capital surplus of $15,198,581 (April 30, 2025 - $10,981,188). Although management believes the Company’s cash position will support all of its financial obligations and expected expenditures during the next twelve months, it expects that it will need to obtain further financing in order to continue exploration activities in the future. The Company’s ability to continue as a going concern is dependent on being able to obtain the necessary financing to satisfy its liabilities as they become due. In addition, while the Company’s future activities in relation to drilling on its mineral claims look promising, there can be no assurance that the results of its exploration activities will confirm the existence of economically viable quantities of ore or that any of its’ projects will ultimately go into production. There can be no assurance that management will be successful in securing adequate financing. If adequate financing is not obtained, the Company may be required to delay or reduce the scope of any or all of its exploration and development projects.
The Company reported a comprehensive loss in the nine-month period ended January 31, 2026 of $21,514,664 (year ended April 30, 2025 - 7,522,359). As at January 31, 2026, the Company has an accumulated deficit of $60,762,754 (April 30, 2025 - $39,821,247). These recurring losses and the need for continued financing to further successful exploration activities indicate the existence of a material uncertainty that may cast significant doubt as to the Company’s ability to continue as a going concern.
The Company’s financial statements do not give effect to any adjustments to the carrying values and classifications of assets and liabilities that might be necessary if the Company is unable to continue as a going concern. Such adjustments could be material.
6 | P a g e
Benz Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) Three-Month periods ended January 31, 2026 and 2025
2. BASIS OF PRESENTATION
Statement of compliance
These unaudited condensed interim consolidated financial statements ( consolidated financial statements ) of the Company have been prepared in accordance with International Accounting Standard ( IAS ) 34, “Interim Financial Reporting” following acceptable accounting policies under International Financial Reporting Standards ( IFRS ). As a result, these Financial Statements should be read in conjunction with the Company’s audited financial statements for the year ended April 30, 2025.
Basis of measurement
These consolidated financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
Basis of consolidation
These consolidated financial statements include the accounts of the Company and all of its whollyowned subsidiaries. Subsidiaries are fully consolidated from the date on which control is acquired by the Company until the date on which control ceases. Intercompany transactions, balances, income and expenses are eliminated upon consolidation.
On November 26, 2024, the Company incorporated a wholly-owned subsidiary, BGA Exploration Pty Ltd ( BGA ) in Australia for the purposes of holding additional mineral tenements on land adjacent to the Glenburgh Project and Mt Egerton Project (Note 4).
On January 14, 2025, the Company acquired 100% of the share capital of both Gascoyne Resources (WA) Pty Ltd ( Gascoyne ) and Egerton Exploration Pty Ltd ( Egerton ) as part of the transaction with Spartan Resources Limited ( Spartan ) which completed on January 14, 2025 (Note 4).
As at January 31, 2026, the subsidiaries of the Company were as follows:
| Country of | Ownership | Functional | ||
|---|---|---|---|---|
| Entity | Incorporation | Interest | Principal Activity | Currency |
| Gascoyne Resources (WA) Pty Ltd | Australia | 100% | Mineral Exploration | AUD |
| Egerton Exploration Pty Ltd | Australia | 100% | Mineral Exploration | AUD |
| BGA Exploration Pty Ltd | Australia | 100% | Mineral Exploration | AUD |
Significant accounting judgements and estimates
Estimates and judgements are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates. In preparing the Financial Statements, the judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those applied to the audited consolidated financial statements as at and for the year ended April 30, 2025.
7 | P a g e
Benz Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) Three-Month periods ended January 31, 2026 and 2025
3. OTHER RECEIVABLES
Other receivables as at January 31, 2026 and April 30, 2025 were as follows:
| January 31, 2026 | April 30, 2025 | |
|---|---|---|
| $ | $ | |
| Expenditures recoverable from third parties | 116,184 | 213,019 |
| Interest income | 35,942 | 965 |
| Amounts refundable from suppliers | 1,315 | 7,327 |
| Tax credits receivable | 88,338 | 127,681 |
| Total other receivables | 241,779 | 348,992 |
| Less provision for doubtful debts | (116,184) | (116,184) |
| 125,595 | 232,808 |
The Company is entitled to receive Québec tax credits relating to resources and Québec refundable duties credit at the rates of 38.75% and 16%, respectively, on certain eligible exploration expenditures incurred in Québec. As at January 31, 2026, the Company estimates the value of tax credits receivable to be $88,338 (April 30, 2025 - $127,681).
4. EXPLORATION AND EVALUATION ASSETS
The Company has accumulated the following acquisition expenditures:
| Eastmain and | Windy | Glenburgh | Mt Egerton | ||
|---|---|---|---|---|---|
| Ruby Hill | Mountain | Project | Project | ||
| Properties | Property | (Western | (Western | ||
| (Canada) | (Canada) | Australia) | Australia) | Total | |
| $ | $ | $ | $ | $ | |
| Balance, April 30, 2024 | 3,891,652 | 11,564 | - | - | 3,903,216 |
| Spartan acquisition – cash | - | - | 386,958 | 57,311 | 444,269 |
| Spartan acquisition - fair value of | |||||
| deferred consideration (Note 8) | - | - | 358,295 | 53,065 | 411,360 |
| Spartan acquisition - shares | - | - | 6,719,765 | 995,235 | 7,715,000 |
| Spartan acquisition - transaction costs | - |
- | 402,736 | 59,648 | 462,384 |
| Tenement agreement - shares | - | - | 142,500 | 47,500 | 190,000 |
| Impacts of foreign exchange | - | - | (50,258) | (3,785) | (54,043) |
| Balance, April 30, 2025 | 3,891,652 | 11,564 | 7,959,996 | 1,208,974 | 13,072,186 |
| Tenement agreement – transaction | |||||
| costs | - | - | 4,008 | 1,336 | 5,344 |
| Eastmain option exercise – 1st | |||||
| milestone payment – cash | 750,000 | - | - | - | 750,000 |
| Eastmain option exercise – 1st | |||||
| milestone payment – shares | 250,000 | - | - | - | 250,000 |
| Ruby Hill East & West option exercise | 100,000 | - | - | - | 100,000 |
| Impacts of foreign exchange | - | - | 591,303 | 85,378 | 676,681 |
| Balance, January 31, 2026 | 4,991,652 | 11,564 | 8,555,307 | 1,295,688 | 14,854,211 |
8 | P a g e
Benz Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) Three-Month periods ended January 31, 2026 and 2025
During the three and nine-month periods ended January 31, 2026, and 2025, exploration and evaluation expenditures, recorded in the consolidated statements of operations and comprehensive loss, consisted of the following:
| loss, consisted of the following: | ||||
|---|---|---|---|---|
| Three-months | ended | Nine-months | ended | |
| January 31, | January 31, | January 31, | January 31, | |
| 2026 | 2025 | 2026 | 2025 | |
| Geology | 2,614,610 | 290,610 | 5,723,547 | 387,629 |
| Location/camp services | 776,414 | 26,480 | 1,483,570 | 67,150 |
| Drilling | 4,796,435 | (100) | 10,675,239 | 2,635 |
| Geochemical analysis | 1,259,166 | 5,173 | 2.504,167 | 21,758 |
| Geophysics | 504,272 | 92,513 | 1,205,702 | 92,513 |
| Environment | 43,501 | (134) | 135,285 | 18,431 |
| Health & safety | 23,001 | - | 44,558 | - |
| Property maintenance | 256,394 | 280,840 | 749,614 | 296,440 |
| Less Tax credits receivable | (15,000) | (33,000) | (83,817) | (79,718) |
| Total exploration and evaluation costs | 10,259,093 | 662,382 | 22,437,865 | 806,838 |
Glenburgh and Mt Egerton Projects (Western Australia)
On January 14, 2025, the Company completed the acquisition of the Glenburgh Gold Project ( Glenburgh Project ) and the Mt Egerton Gold Project ( Mt Egerton Project ). The acquisition was completed by way of a share purchase agreement with Spartan Resources Limited ( Spartan ), for 100% of the issued and outstanding shares of both Gascoyne Resources (WA) Pty Ltd ( Gascoyne ) and Egerton Exploration Pty Ltd ( Egerton ) which were both incorporated in Australia (the Spartan Transaction ).
At the date of acquisition, Gascoyne and Egerton held mineral tenements comprising the Glenburgh Project and the Mt Egerton Project, respectively. The Glenburgh Project comprises a substantial 786km[2] land package situated 250km east of Carnarvon, Western Australia. The Mt Egerton Project comprises two granted mining leases and five exploration licences, covering a total area of 180km[2] approximately 200km northeast of Meekatharra, Western Australia.
Under the terms of the Spartan Transaction, the Company agreed to pay a total of A$1,000,000 cash comprising A$500,000 payable on the date of completion and a further A$500,000 payable 12 months after the completion date (being January 14, 2026). In addition, the Company issued to Spartan 33,000,000 CHESS Depository Interests ( CDIs ) of the Company with a fair value of $7,715,000. Each CDI represents one underlying common share in the Company on a one for one basis. The 33,000,000 CDIs are subject to voluntary escrow conditions whereby the CDIs will be held in escrow and be restricted from trading for a period of 12 months commencing from the date of issuance.
In addition, the Company incurred transaction costs, in the form of due diligence and professional fees, related to the acquisition totalling $462,384 (A$512,680).
The acquisitions of both Gascoyne and Egerton have been accounted as a purchase of assets since neither acquisition met the definition of a business combination under IFRS 3 Business Combinations . Accordingly, no goodwill or intangible assets were recorded with respect to the acquisition.
9 | P a g e
Benz Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) Three-Month periods ended January 31, 2026 and 2025
The following table summarises these asset acquisitions:
| The following table summarises these asset acquisitions: | ||
|---|---|---|
| January 14, 2025 | ||
| Fair value (AUD) | Fair value | |
| $ | (CAD) | |
| $ | ||
| Purchase price | ||
| Upfront cash consideration | 500,000 | 444,269 |
| Deferred cash consideration (A$500,000 due January 14, 2026) | 462,963 | 411,360 |
| Upfront share consideration (after applying the DLOM) | 8,682,803 | 7,715,000 |
| Transaction costs | 512,680 | 462,384 |
| Total consideration paid | 10,158,446 | 9,033,013 |
| Fair value allocated to: | ||
| Exploration and evaluation assets - Glenburgh Project(1) | 8,848,006 | 7,867,754 |
| Exploration and evaluation assets - Mt Egerton Project(1) | 1,310,440 | 1,165,259 |
| 10,158,446 | 9,033,013 |
- (1) The fair value of consideration paid has then been allocated to the Glenburgh Project and Mt Egerton Project based on the ratio of the pre-acquisition carrying values of the assets acquired from Gascoyne and Egerton (being, 87.1% Glenburgh Project; 12.9% Mt Egerton Project).
The Company is also obligated to make the following additional payments to Spartan contingent upon the occurrence of the following events:
-
A$2,000,000 ( First Milestone Payment ) within 10 business days of the earlier of: (i) the Company declaring an inferred, indicated and/or measured Mineral Resource Estimate from the Glenburgh and Mt Egerton Projects containing 500,000oz Au at a cut-off grade of at least 2.0g/t Au and (ii) production of 500,000oz Au from the Glenburgh Project and Mt Egerton Project;
-
A$2,000,000 ( Second Milestone Payment ) within 10 business days of the earlier of: (i) the Company declaring an inferred, indicated and/or measured Mineral Resource Estimate from the Glenburgh and Mt Egerton Projects containing 1,000,000oz Au at a cut-off grade of at least 2.0g/t Au and (ii) production of 1,000,000oz Au from the Glenburgh Project and Mt Egerton Project; and
-
A$2,000,000 ( Third Milestone Payment ) within 10 business days of the earlier of: (i) the Company declaring an inferred, indicated and/or measured Mineral Resource Estimate from the Glenburgh and Mt Egerton Projects containing 1,500,000oz Au at a cut-off grade of 2.0g/t Au and (ii) production of 1,500,000oz Au from the Glenburgh Project and Mt Egerton Project.
(together, the Milestone Payments )
The Company may also, at its election, pay the Milestone Payments through the issuance of CDIs whereby the number of CDIs required to be issued will be calculated using a deemed issue price of the higher of the 20-day VWAP of the Company's common shares and A$0.088 per share.
On the date of acquisition, Gascoyne and Egerton were each subject to a number of existing royalty agreements on the Glenburgh Project and Mt Egerton Project, which are summarized below:
10 | P a g e
Benz Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) Three-Month periods ended January 31, 2026 and 2025
Franco-Nevada Royalty - A royalty is payable by Gascoyne to Franco-Nevada Australia Pty Ltd equal to 1.5% of the net profits derived from the production of minerals from certain tenements within the Glenburgh Project, after refinement of those materials.
Taurus Royalty - A royalty is payable to Taurus Mining Royalty Fund LP equal to 0.525% of the gross revenue received by Gascoyne and Egerton (or its related bodies corporate) in respect of products extracted or produced from tenements located within the Glenburgh Project and Mt Egerton Project. As part of the Spartan Transaction, Spartan will exercise the right to reduce this royalty by up to 20% by payment of A$1,225,000, payable by Spartan. The Spartan exercise is in progress but has not been completed as of the date of these consolidated financial statements.
Tembo Royalty - A royalty is payable to Tembo Mining Capital Fund III LP, Tembo Capital Mining Fund III (Non-US) LP and Tembo Capital Mining Fund III (F&F) LP equal to 1.35% of the gross revenue received by Gascoyne and Egerton (or its related bodies corporate) in respect of products extracted or produced from tenements located within the Glenburgh Project and Mt Egerton Project. As part of the Spartan Transaction, Spartan agreed to exercise the right to reduce this royalty by up to 20% by payment of A$3,150,000, payable by Spartan. The Spartan exercise is in progress but has not been completed as of the date of these consolidated financial statements.
Wajarri Yamatji Royalty - A royalty is payable to Wajarri Yamatji Native Title Claim Group (represented by the Yamatji Marlpa Aboriginal Corporation) in respect of products produced from tenements located within the Glenburgh Project, on the following basis:
-
i. for the first four quarters in which gold metal is produced from such tenements, the royalty payable is equal to 0.5% of the royalty value of that gold metal; and
-
ii. for each subsequent quarter in which gold metal is produced from such tenements, the royalty payable ranges from 0.25% - 1.50% of the royalty value depending on the weight of gold metal produced ranging from 0 - 50,000 oz per quarter.
The royalty value of gold is the amount of gold produced during the month multiplied by an average gold spot price (London PM Fix, converted to AUD).
State Royalty - A royalty is payable to the State of Western Australia (under 1978 Mining Act (WA)) equal to 2.5% of the royalty value of gold produced at the Glenburgh Project and Mt Egerton Project tenements in excess of 2,500 ounces per financial year. The royalty value of gold is the amount of gold produced during the month multiplied by an average gold spot price (London PM Fix, converted to AUD). The Glenburgh Project and Mt Egerton Project tenements will together constitute one royalty project under the Mining Act and for the purposes of the royalty payable to the State of Western Australia in respect of minerals products from each project.
Acquisition of Glenburgh and Mt Egerton adjacent tenements
On December 3, 2024, the Company entered into a tenement sale agreement ( Tenement Agreement ) to acquire 100% interests in three highly prospective tenements adjacent to the Glenburgh Project, and one strategic tenement at the Mt Egerton Project from Mining Equities Pty Ltd, an unrelated party ( Vendor ). On February 14, 2025, the Company exercised its option to acquire 100% interest in the 4 tenements and issued 500,000 common shares with a fair value of $190,000 to the Vendor. Upon exercising the option, the Company granted a 0.75% Net Smelter Return ( NSR ) royalty to the Vendor. In addition, the Company incurred transaction costs, in the form of tenement transfer duties, related to the acquisition totalling $5,344 (A$5,993).
11 | P a g e
Benz Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) Three-Month periods ended January 31, 2026 and 2025
The fair value of the share consideration paid Including transaction costs has been allocated between the Glenburgh Project and Mt Egerton Project based on the 3:1 ratio of the number of tenements acquired.
During the three and nine-month periods ended January 31, 2026, there was no movement in the number of tenements held by the Company. As at January 31, 2026 the total number of tenements held on or adjacent to the Glenburgh Project and Mt Egerton Project totaled 29, covering 2,034,300 hectares (2,034km[2] ).
During the three and nine-month periods ended January 31, 2026, the Company completed exploration and evaluation activities totaling $9,424,480 and $20,922,624 (2025 - $611,669 and $611,669) on the Glenburgh Project and $807,438 and $1,305,836 (2025 - $22,461 and $22,461) on the Mt Egerton Project, respectively.
Eastmain Project and Ruby Hill Properties (Québec, Canada)
In August 2019, the Company entered into an option agreement (the Option Agreement ) to acquire from Fury Gold Mines Limited (formerly Eastmain Resources Inc.) ( Fury Gold or the Vendor ), an initial 75% interest (and up to 100%) in the former producing Eastmain Gold project (the Eastmain Project ) located in James Bay District, Québec. In April 2020, the Company entered into an amending agreement (the Amending Agreement ) in connection with the Eastmain Project pursuant to which the Company acquired a further option to earn an initial 75% interest (and up to 100%) in the Ruby Hill West and Ruby Hill East properties (collectively, the Ruby Hill Properties ), located west of the Eastmain Project.
Pursuant to the Option Agreement and Amending Agreement, (collectively the Amended Agreement ) the Company was required to issue cash and common share payments to the Vendor (the Option Payments ) totaling $2,695,000 over a four year period from the effective date of the original Option Agreement. In addition to the Option Payments, the Company issued to Fury Gold 3,000,000 common shares, with a fair value of $255,000 on October 23, 2019. On May 21, 2020, the Company also issued to Fury Gold an additional 2,000,000 common shares with a fair value of $360,000 and 4,000,000 share purchase warrants with a fair value of $539,078. Each warrant enabled the holder to purchase one common share of the Company at a price of $0.12 per share until April 27, 2023. The warrants were valued using the Black-Scholes pricing model with a share price of $0.18, risk-free rate of 0.29%, volatility of 117.92% and expected life of 2.93 years. Under the Amended Agreement the Company also committed to incur property expenditures totaling $3,500,000 over a four year period from the effective date of the original Option Agreement (met).
On October 23, 2023, the Company made the final Option Payments under the Amended Agreement comprising $1,350,000 in cash and the issuance of 1,237,216 common shares (determined based on the payment value of $375,000 divided by the prevailing 10-day volume weighted average price ( VWAP ) of the Company's common shares) with a fair value of $395,909. Upon making the final Option Payments on October 23, 2023, and having incurred the required property expenditures prior to this date, the Company exercised its’ option to acquire a 75% right, title and interest to the Eastmain Project and the Ruby Hill Properties.
On October 27, 2025, in accordance with the terms of the Amended Agreement, the Company made a payment of $1,000,000 (the First Milestone Payment ) to Fury Gold to acquire the remaining 25% interest (for a total 100% undivided interest) held by Eastmain in the Eastmain Gold Project. The First Milestone Payment comprised C$750,000 paid in cash, with the balance of C$250,000 settled
12 | P a g e
Benz Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) Three-Month periods ended January 31, 2026 and 2025
by the issuance 171,142 common shares at a deemed issue price of C$1.46078 (the Payment Shares ) in the capital of the Company. The Payment Shares are subject to a four month and one day resale restriction, expiring on February 28, 2026. Having completed the First Milestone Payment, the Company’s ownership interest in the Eastmain Project has increased to 100%.
Under the terms of the Amended Agreement, the Company remains obligated to make an additional payment to the Vendor of $1,500,000 within 5 business days of the commencement of commercial production on the Eastmain Project (the Second Milestone Payment ).
Fury Gold retains a 2% NSR royalty in respect of the Eastmain Project. The Company may, at any time, purchase one half of the NSR royalty, thereby reducing the NSR royalty to a 1% NSR royalty, for $1,500,000.
Additionally, on October 27, 2025, in accordance with the Amended Agreement, Benz made the final cash payment of $100,000 to Eastmain to acquire Eastmain’s remaining 25% (for a total 100% undivided interest) interest in the Ruby Hill East Properties.
Fury Gold retains a 1% NSR royalty in respect of the Ruby Hill properties, of which one half may be purchased for $500,000 thereby reducing it to a 0.5% NSR royalty. The NSR royalty is also offset by any pre-existing royalties which may reduce the royalty burden.
As at January 31, 2026 the total number of claims held on the Eastmain Project and Ruby Hill Properties totaled 547, covering 28,837.2 hectares (288.37 km[2] ).
During the three and nine-month periods ended January 31, 2026, the Company completed exploration and evaluation activities totaling $27,175 and $206,730 net of exploration credits totaling $15,000 and $83,817 (January 31, 2025 - $28,252 and $171,987 , net of exploration credits of $26,189 and $79,718) on the Eastmain Project and Ruby Hill Properties.
Windy Mountain Property (Québec, Canada)
In August 2021, the Company acquired the Windy Mountain Property, located in James Bay District, Québec, for cash totaling $10,764. In September 2022, the Company acquired an additional 5 claims on the Windy Mountain Property for cash totaling $800. As at January 31, 2026, the total claims held on the property were 78, covering 4,109.7 hectares (41.10 km[2] ).
During the three and nine-month periods ended January 31, 2026, the Company completed exploration and evaluation activities totaling $Nil and $2,675 (January 31, 2025 – Nil and $721) on the Windy Mountain Property.
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Benz Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) Three-Month periods ended January 31, 2026 and 2025
5. RELATED PARTY TRANSACTIONS AND BALANCES
Related party transactions are measured at the estimated fair values of the services provided or goods received. Related party transactions not disclosed elsewhere in these consolidated financial statements are as follows:
- a) Key management compensation
Key management personnel include the members of the Board of Directors and officers of the Company, who have the authority and responsibility for planning, directing, and controlling the activities of the Company. The remuneration of directors and officers for three and six-month periods ended January 31, 2026, and 2024 was as follows:
| Three-months ended | Three-months ended | Nine-months | ended | |
|---|---|---|---|---|
| January 31, | January 31, | January 31, | January 31, | |
| 2026 | 2025 | 2026 | 2025 | |
| Salaries, bonuses, fees and benefits | ||||
| Management, director and consulting | ||||
| fees to the officers and directors of the | ||||
| Company (including $75,000 and |
||||
| $175,200 (2025 - $Nil and $Nil) classified | ||||
| within exploration and evaluation costs | ||||
| and $84,430 and $359,375 (2025 - | ||||
| $173,411 and $519,658) classified within | ||||
| general and administrative expenses) | 159,430 | 173,411 | 534,575 | 519,658 |
| Share-based payments | ||||
| Officers and directors of the Company | - | 301,423 | - | 417,051 |
| 159,430 | 474,834 | 534,575 | 936,709 |
- b) In the normal course of operations, the Company transacts with companies related to its directors or officers. The following amounts payable to related parties are unsecured, noninterest bearing, due on demand, and are included in trade and other payables and other provisions:
| January 31, 2026 | April 30, 2025 | |
|---|---|---|
| $ | $ | |
| Management fees | 26,332 | 19,198 |
| Provision for accrued vacation | 43,407 | 29,715 |
14 | P a g e
Benz Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) Three-Month periods ended January 31, 2026 and 2025
6. PROPERTY AND EQUIPMENT
Details of the Company’s property and equipment during the six-month period ended January 31, 2026 and the year ended April 30, 2025 were as follows:
| Right-of-use | ||||
|---|---|---|---|---|
| assets | Computer | Mining | ||
| (Note 7) | equipment | equipment | Total | |
| $ | $ | $ | $ | |
| Cost | ||||
| Balance April 30, 2024 | - | - | - | - |
| Additions | 165,535 | - | 49,199 | 214,734 |
| Impact of foreign exchange | - | - | (352) | (352) |
| Balance April 30, 2025 | 165,535 | - | 48,847 | 214,382 |
| Reclassification – parking levy | (12,611) | - | - | (12,611) |
| Additions | - | 20,606 | 570,252 | 590,858 |
| Impact of foreign exchange | - | - | 3,603 | 3,603 |
| Balance January 31, 2026 | 152,924 | 20,606 | 622,702 | 796,232 |
| Accumulated depreciation | ||||
| Balance April 30, 2024 | - | - | - | - |
| Depreciation | (9,005) | - | (431) | (9,436) |
| Impact of foreign exchange | - | - | 5 | 5 |
| Balance April 30, 2025 | (9,005) | - | (426) | (9,431) |
| Depreciation | (37,410) | (1,722) | (24,587) | (63,719) |
| Impact of foreign exchange | - | - | (1,174) | (1,174) |
| Balance January 31, 2026 | (46,415) | (1,722) | (26,187) | (74,324) |
| Carrying amount April 30, 2025 | ||||
| 156,530 | - | 48,421 | 204,951 | |
| Carrying amount January 31, | ||||
| 2026 | 106,509 | 18,884 | 596,515 | 721,908 |
7. LEASE LIABILITIES
In March 2025, the Company entered into a leasing arrangement for an office in Perth, Western Australia. The lease term is for a period of three years until March 18, 2028, with an option to extend for a further three years. The lease was discounted using an interest rate of 9% as the estimated incremental borrowing rate of the Company for similar assets.
Right-of-use assets
A continuity of the right-of-use asset for the nine-month period ended January 31, 2026 and the year ended April 30, 2025 can be found in the property and equipment note (Note 6).
15 | P a g e
Benz Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) Three-Month periods ended January 31, 2026 and 2025
Lease Liabilities
A continuity of the lease liability for the nine-month period ended January 31, 2026 and the year ended April 30, 2025 is as follows:
| ended April 30, 2025 is as follows: | ||
|---|---|---|
| Lease liability | Nine-month period | |
| ended | Year ended | |
| January 31, 2026 | April 30, 2025 | |
| $ | $ | |
| Balance, beginning of the period / year | 153,197 | - |
| Additions (new lease) | - | 165,535 |
| Reclassification – parking levy | (10,881) | - |
| Lease payments | (42,190) | (9,972) |
| Lease interest | 8,307 | 2,328 |
| Impact of foreign exchange | 8,264 | (4,694) |
| Balance, end of the period / year | 116,697 | 153,197 |
| Less: current portion of lease liabilities | (52,564) | (48,247) |
| 64,133 | 104,950 |
The Company’s future minimum lease payments under the lease obligations are as follows:
| Fiscal years ending: | Nine-month period | |
|---|---|---|
| ended | Year ended | |
| January 31, 2026 | April 30, 2025 | |
| $ | $ | |
| April 30, 2026 | 15,011 | 59,641 |
| April 30, 2027 | 60,936 | 61,430 |
| April 30, 2028 | 52,044 | 52,465 |
| Balance Net minimum lease payments | 127,991 | 173,536 |
| Less: amount representing interest payments | (11,294) | (20,339) |
| Present value of net minimum lease payments | 116,697 | 153,197 |
| Less: current portion | (52,564) | (48,247) |
| Long-term portion | 64,133 | 104,950 |
16 | P a g e
Benz Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) Three-Month periods ended January 31, 2026 and 2025
8. DEFERRED CONSIDERATION PAYABLE
A continuity of deferred consideration payable for the year ended April 30, 2025 and the ninemonth period ended January 31, 2026 is as follows:
| month period ended January 31, 2026 is as follows: | |
|---|---|
| Deferred consideration | $ |
| Balance April 30, 2024 | - |
| Deferred consideration payable upon asset acquisition (Note 4) | 411,360 |
| Accretion expense | 9,225 |
| Impact of foreign exchange | (2,213) |
| Balance April 30, 2025 | 418,372 |
| Accretion expense (Note 15) | 24,369 |
| Impact of foreign exchange | 21,482 |
| Deferred consideration settled in cash | (464,223) |
| Balance January 31, 2026 | - |
9. OTHER PROVISIONS
Other provisions as at January 31, 2026 and April 30, 2025 were as follows:
| January 31, 2026 | April 30, 2025 | ||
|---|---|---|---|
| $ | $ | ||
| Accrued vacation - related party (Note 5) | 94,085 | 29,715 | |
| Reclamation provision | 1,282,000 | 1,259,000 | |
| 1,376,085 | 1,288,715 | ||
| The movement in other provisions during | the nine-month period ended January 31, 2026 and the | ||
| year ended April 30, 2025 were as follows: | |||
| Annual vacation - | Reclamation | ||
| related party | provision | Total | |
| $ | $ | $ | |
| Balance April 30, 2024 | 8,261 | 183,607 |
191,868 |
| Movement in provision for year | 21,454 | 1,066,293 | 1,087,747 |
| Accretion expense | - | 9,100 | 9,100 |
| Balance April 30, 2025 | 29,715 | 1,259,000 | 1,288,715 |
| Movement in provision for period | 64,370 | - | 64,370 |
| Accretion expense (Note 15) | - | 23,000 | 23,000 |
| Balance January 31, 2026 | 94,085 | 1,282,000 | 1,376,085 |
| Current portion | 94,085 | - | 94,085 |
| Long-term portion | - | 1,282,000 | 1,282,000 |
In October 2023, upon exercising the option to acquire 75% interest to the Eastmain Project and the Ruby Hill Properties, the Company assumed a 75% share in all obligations associated with the properties. On the Eastmain Project, close to the mine camp there is a tank farm comprising 38 fuel
17 | P a g e
Benz Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) Three-Month periods ended January 31, 2026 and 2025
reservoirs which are subject to ongoing permitting every two years by the Ministry of Natural Resources (the Ministry ) under Article 197 of Chapter IV of the Safety Code. In September 2023, the Ministry informed the Company that the tank farm permit would not be renewed beyond the current expiration date of August 21, 2025. This decision meant the Company would need to remove tank reservoirs and remediate the site prior to the permit expiration date. On the basis of this decision the Company took up a provision for the reclamation work totaling $183,607 at April 30, 2024 based on 75% share of the total future liability of $195,000, adjusted for inflation, and a discount rate of 4.65% over a time period to expiry of the existing permit.
During the year ended April 30, 2025, the Company requested that the Ministry grant an additional 2 year permit extension (to August 2027) before requiring compliance with s197 of the Safety Code to allow the Company time to complete its economic assessment of the site and create a plan for dismantling the tank farm if its return to use is ruled out. On June 11, 2025, the Ministry confirmed that it would grant the Company’s request, subject to the certain conditions, which include the requirement for the Company to finalize an action plan and timetable for refurbishing the tank farm or its dismantling / removal and site remediation by July 2026, as well as a requirement to subsequently perform an environmental study to confirm there has been no soil contamination from leaks of the membrane that sits under the tanks.
While the Company’s economic assessment of the site is ongoing and a decision has not yet been made regarding the potential for its return to use, management has determined it is appropriate to continue to recognize a provision for the estimated cost of the tank farm removal. The Company has sought current estimates from third parties regarding costs to remove the tank farm together with an estimate of the cost of an environmental survey to establish the need for any remediation of the site.
The Company’s latest estimate of the cost for reclamation works totals $1,320,000. As at January 31, 2026 the Company has adjusted its provision for reclamation costs to $1,282,000 adjusted for inflation, and a discount rate of 2.49% over a time period of the estimated timing of when the reclamation activities will be undertaken up to December 31, 2027. Accretion during the three and nine-month periods ended January 31, 2026 totaled $8,000 and $23,000 (January 31, 2025 - $Nil and $Nil) respectively.
10. SHARE CAPITAL
a) Authorized: Unlimited common shares, without par value
Unlimited preferred shares, without par value
b) Issued: During the nine-month period ended January 31, 2026
On July 24, 2025, the Company completed the second tranche of a private placement of 5,028,750 CDIs issued at a price of $0.36 (A$0.40) per CDI for gross proceeds of $1,810,350 (A$2,011,500). Each CDI represents one underlying common share in the Company on a one for one basis. The Company incurred share issuance costs of $81,533 in the form of professional fees and listing fees.
On August 21, 2025, the Company completed Tranche 1 of a private placement of 30,406,091 CDIs issued at a price of $0.88 (A$0.985) per CDI for gross proceeds of $26,744,824 (A$29,950,000). Each CDI represents one underlying common share in the Company on a one for
18 | P a g e
Benz Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) Three-Month periods ended January 31, 2026 and 2025
one basis. The Company incurred share issuance costs of $1,821,330 in the form of professional fees and listing fees.
On October 27, 2025, the Company issued 171,142 common shares of the Company to Fury Gold, at a deemed fair value of $1.46 per share, for gross proceeds of $250,000 as part settlement of the First Milestone Payment to (refer Note 4).
On December 17, 2025 the Company completed Tranche 2 of it’s August 2026 private placement comprising of 50,762 CDIs issued at a price of $0.90 (A$0.985) per CDI for gross proceeds of $45,558 (A$50,000). Each CDI represents one underlying common share in the Company on a one for one basis.
During the nine-month period ended January 31, 2026, the Company issued 1,400,000 shares on the exercise of compensation warrants at an exercise price of $0.63 per share for total proceeds of $882,000. The fair value of these warrants, totaling $323,979, was transferred to share capital from reserves.
During the nine-month period ended January 31, 2026, the Company issued 1,068,750 common shares on the exercise of stock options at a weighted average exercise price of $0.21 per share for total proceeds of $225,469. The original fair value of these options, totaling $187,169, was transferred to share capital from reserves.
c) Issued: During the nine-month period ended January 31, 2025
On November 13, 2024, the Company completed a private placement of 18,181,820 common shares issued at a price of $0.20 (A$0.22) per share for gross proceeds of $3,631,388 (A$4,000,000). In respect of the placement the Company incurred share issuance costs totaling $256,989 in the form of professional fees.
On January 14, 2025, the Company issued 33,000,000 common shares pursuant to the terms of the Spartan Transaction agreement (see Note 5) issued at a price of $0.31 per share for a fair value of $10,230,000.
On January 14, 2025, the Company issued 1,000,000 common shares to an eligible officer in relation to Performance Share Units ( PSUs ) that vested during the period. The fair value of these PSUs, totaling $230,000, was transferred to share capital from reserves.
Escrow shares
As at January 31, 2026, an amount of 222,857 common shares are being held in escrow subject to an escrow agreement with Tusk Exploration Ltd. Due to unmet contractual obligations relating to the completion of an option purchase agreement that was relinquished in 2016, these shares continue to be held. The Company plans to cancel the shares held in escrow at a future date.
19 | P a g e
Benz Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) Three-Month periods ended January 31, 2026 and 2025
d) Compensation warrants
Compensation warrants outstanding as at January 31, 2026 and April 30, 2025, are:
| Exercise Price Expiry Date per Share/Unit |
Outstanding and Exercisable |
|---|---|
| January 31, 2026 April 30, 2025 |
|
| December 21,2025 $0.63 |
- 1,400,000 |
| - 1,400,000 |
f) Stock options
The Company’s Equity Incentive Compensation Plan authorizes for the granting of options to directors, officers, employees, and consultants. Pursuant to the terms of the Equity Incentive Compensation Plan, the Board of Directors may from time to time, in its discretion, and in accordance with Exchange policies, grant incentive stock options to purchase the Company’s common shares to directors, officers, employees, and consultants. Under the Equity Incentive Compensation Plan, a maximum of 10% of the outstanding shares can be reserved for issuance. The number of shares reserved for issuance to any individual director or officer will not exceed five percent (5%) of the issued and outstanding shares and the number of shares reserved for issuance to all technical consultants will not exceed two percent (2%) of the issued and outstanding shares.
A summary of changes in stock options is as follows:
| A summary of changes in stock options is as follows: | ||
|---|---|---|
| Underlying | Weighted Average | |
| Shares | Exercise Price($) | |
| Stock options outstanding,April 30,and January31,2024 | 7,005,963 | 0.29 |
| Stock options exercisable,April 30,and January31,2024 | 7,005,963 | 0.29 |
| Granted in the period | 5,000,000 | $0.33 |
| Expired in theperiod | (9,713) | $3.00 |
| Stock options outstanding,January31,2025 | 11,996,250 | $0.30 |
| Stock options exercisable,January31,2025 | 11,996,250 | $0.30 |
| Stock options outstanding,April 30,2025 | 17,793,750 | 0.49 |
| Stock options exercisable,April 30,2025 | 17,793,750 | 0.49 |
| Exercised(1) | (1,068,750) | 0.21 |
| Stock options outstanding, January 31, 2026 | 16,725,000 | 0.51 |
| Stock options exercisable, January 31, 2026 | 16,725,000 | 0.51 |
(1) The weighted average stock price on the dates of exercise was $0.40.
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Notes to the Condensed Interim Consolidated Financial Statements (unaudited) Three-Month periods ended January 31, 2026 and 2025
Benz Mining Corp.
A summary of stock options outstanding as at January 31, 2026, is as follows:
| Weighted | |||||
|---|---|---|---|---|---|
| Average | |||||
| Number of | Number of | Remaining | |||
| Stock Options | Stock Options | Exercise | Contractual | Intrinsic | |
| Outstanding | Exercisable | Price($) | Life(inyears) | Value($) | Expiry Date |
| 600,000 | 600,000 | 0.41 | 0.42 | 1.75 | July 3, 2026 |
| 125,000 | 125,000 | 0.265 | 1.58 | 1.90 | August 31, 2027 |
| 1,500,000 | 1,500,000 | 0.35 | 0.88 | 0.81 | December 18, 2026 |
| 1,500,000 | 1,500,000 | 0.45 | 1.88 | 0.71 | December 18, 2027 |
| 2,000,000 | 2,000,000 | 0.25 | 0.82 | 0.91 | November 25, 2026 |
| 2,000,000 | 2,000,000 | 0.32 | 1.82 | 0.84 | November 25, 2027 |
| 1,000,000 | 1,000,000 | 0.45 | 1.88 | 0.71 | December 18, 2027 |
| 4,000,000 | 4,000,000 | 0.45 | 2.17 | 0.71 | April 2, 2028 |
| 4,000,000 | 4,000,000 | 0.90 | 2.17 | 0.26 | April 2,2028 |
| 16,725,000 | 16,725,000 | 1.74 |
g) Performance share units
The Company’s Equity Incentive Compensation Plan authorizes for the granting of Performance Share Units ( PSUs ) to directors, officers, employees, and consultants. Pursuant to the terms of the Equity Incentive Compensation Plan, the Board of Directors may from time to time, in its discretion, and in accordance with Exchange policies, grant PSUs in such amounts and upon such terms as the Board shall determine. However, PSUs must have a minimum vesting period of twelve months from the date of grant.
On December 18, 2023, the Company granted 1,000,000 PSUs to an eligible officer. The PSUs were estimated to have a fair value of $0.23 per share, being the share price on the date of grant, and a vesting date of December 18, 2024. The Company recognized the expense over the vesting period and during the three-month period ended July 31, 2024, recognized $57,814 as share-based payments in respect of these PSUs.
h) Share-based payments
During the three and nine-month periods ended January 31, 2026, the Company recorded sharebased payments related to the grants of stock options and PSUs totaling $Nil and $Nil respectively (2025 - $730,870 and $846,498), of which $Nil and $Nil respectively (2025 - $301,423 and $417,051) pertained to directors and officers of the Company.
11. SEGMENTED INFORMATION
The Company operates in one industry segment, namely exploration and exploitation of mineral properties, which is divided into two geographical segments as follows:
-
Canada (consisting of the Eastmain, Ruby Hill East, Ruby Hill West and Windy Mountain projects)
-
Australia (consisting of the Glenburgh and Mt Egerton projects)
The Company has identified its corporate operations as another reportable segment.
| Canada | Australia | Corporate | Total | |||
|---|---|---|---|---|---|---|
| **As at January ** | **31, ** | 2026 | ($) | ($) | ($) | ($) |
21 | P a g e
Benz Mining Corp.
Notes to the Condensed Interim Consolidated Financial Statements (unaudited) Three-Month periods ended January 31, 2026 and 2025
| Current assets | 132,788 | 1,254,810 | 17,179,475 | 18,567,073 |
|---|---|---|---|---|
| Exploration and evaluation assets | 5,003,216 | 9,850,995 | - | 14,854,211 |
| Propertyand equipment | - | 596,515 | 125,293 | 721,908 |
| Total assets | 5,136,004 | 11,702,320 | 17,304,868 | 34,143,192 |
| Total liabilities | 1,326,366 | 3,180,613 | 207,646 | 4,714,625 |
| Nine-month period ended January 31, 2026 | ||||
| Exploration and evaluation costs | 209,407 | 22,228,458 | - | 22,437,865 |
| General and administrative expenses | - | - | 1,419,809 | 1,419,809 |
| Depreciation ofpropertyand equipment | - | 26,309 | 37,410 | 63,719 |
| Loss from operations | 209,407 | 22,254,767 | 1,457,219 | 23,921,393 |
| Canada | Australia | Corporate | Total | |
| As at April 30, 2025 | ($) | ($) | ($) | ($) |
| Current assets | 173,005 | 96,836 | 12,205,829 | 12,475,670 |
| Exploration and evaluation assets | 3,903,216 | 9,168,970 | - | 13,072,186 |
| Propertyand equipment | - | 48,421 | 156,530 | 204,951 |
| Total assets | 4,076,221 | 9,314,227 | 12,362,359 | 25,752,807 |
| Total liabilities | 1,357,401 | 1,175,116 | 325,915 | 2,858,432 |
| Nine-month period ended January 31, 2025 | ||||
| Exploration and evaluation costs | 172,708 | 634,130 | - | 806,838 |
| General and administrative expenses | - | - | 2,198,589 | 2,198,589 |
| Loss from operations | 172,708 | 634,130 | 2,198,589 | 3,005,427 |
12. CAPITAL MANAGEMENT
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration and development of its properties and to maintain a flexible capital structure for its projects for the benefit of its stakeholders. In the management of capital, the Company includes the components of shareholders’ equity.
The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or adjust the amount of cash and cash equivalents. Management reviews the capital structure on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
The Company is not subject to externally imposed capital requirements. There were no changes to the Company’s capital management during the nine-month period ended January 31, 2026.
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Benz Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) Three-Month periods ended January 31, 2026 and 2025
13. FINANCIAL INSTRUMENT AND RISK
a) Fair values
Fair value measurements are classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The fair value hierarchy has the following levels:
-
Level 1 - valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
-
Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
-
Level 3 - valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Company’s financial instruments consist of cash and cash equivalents, other receivables, and trade and other payables, and lease liabilities. The fair value of the financial instruments approximates their carrying values due to the relatively short-term maturity of these instruments.
b) Credit risk
The Company’s credit risk is mainly attributable to its liquid financial assets: cash and cash equivalents, sales taxes recoverable and other receivables. The Company deposits cash with high credit quality financial institutions and credit risk is considered to be minimal. The Company’s sales taxes recoverable consists primarily of GST receivables from Canada Revenue Agency, Revenu Québec and Australian Taxation Office. The Company’s other receivables consist primarily of Québec tax credits due from Revenu Québec and expenditures recoverable from third parties.
To reduce the credit risk of expenditures recoverable from third parties, the Company regularly reviews collectability to ensure there is no indication that these amounts will not be fully recoverable. As at January 31, 2026, the Company had recognized a provision for doubtful debts of $116,184 (April 30, 2025 - $116,184) in other receivables (Note 3).
The Company’s maximum exposure to credit risk is $16,834,325 which is the carrying value of the Company’s cash and cash equivalents, sales taxes recoverable and other receivables at January 31, 2026.
c) Liquidity risk
The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at January 31, 2026, the Company had a cash and cash equivalents balance of $16,834,325 (April 30, 2025 - $11,787,527) to settle current liabilities of $3,368,492 (April 30, 2025 - $1,494,482).
Historically, the Company's primary source of funding has been the issuance of common shares for cash, primarily through private placements. The Company’s access to financing is dependent upon market conditions and market risks. There can be no assurance of continued access to financing.
23 | P a g e
Benz Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) Three-Month periods ended January 31, 2026 and 2025
d) Foreign exchange risk
Foreign exchange risk is the risk that the Company’s financial instruments will fluctuate in value as a result of movements in foreign exchange rates. The Company and its subsidiaries are exposed to foreign currency risk to the extent that it has monetary assets and liabilities denominated in foreign currencies. As at January 31, 2026, the Company and its subsidiaries are exposed to currency risk as some transactions and balances are denominated in Australian dollars. As at January 31, 2026, a 10% change of the Canadian dollar relative to the Australian dollar would have net financial impact of approximately $1.620,000 (April 30, 2025 - $1,100,000). The Company does not use derivative instruments to hedge exposure to foreign exchange rate risk.
e) Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk as it does not have any liabilities with variable rates.
f) Price risk
The Company’s ability to raise capital to fund exploration activities is subject to risks associated with fluctuations in the market price of mineral resources. The Company closely monitors commodity prices to determine the appropriate course of actions to be taken.
14. GENERAL AND ADMINISTRATIVE EXPENSES
| Note | Three-months | Three-months | Nine-months | Nine-months | |
|---|---|---|---|---|---|
| ended | ended | ended | ended | ||
| January 31, | January 31, | January 31, | January 31, | ||
| 2026 | 2025 | 2026 | 2025 | ||
| $ | $ | $ | $ | ||
| Listing and filing fees | 28,245 | 104,138 | 116,633 | 146,977 | |
| Management and consulting fees | 5 | 109,728 | 95,119 | 351,371 | 397,145 |
| Professional fees | 5 | 110,392 | 335,681 | 329,542 | 479,307 |
| Salaries and wages | 5 | 84,613 | 73,690 | 104,995 | 205,584 |
| Office and miscellaneous | 166,806 | 35,269 | 368,842 | 95,398 | |
| Shareholder information | 40,285 | 11,822 | 148,726 | 27,680 | |
| Share-based payments | 5, 10 | - | 730,870 | - | 846,498 |
| ` | 540,069 | 1,386,589 | 1,419,809 | 2,198,589 |
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Benz Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) Three-Month periods ended January 31, 2026 and 2025
15. FINANCE COSTS
| FINANCE COSTS | |||||
|---|---|---|---|---|---|
| Note | Three-months | Three-months | Nine-months | Nine-months | |
| ended | ended | ended | ended | ||
| January 31, | January 31, | January 31, | January 31, | ||
| 2026 | 2025 | 2026 | 2025 | ||
| $ | $ | $ | $ | ||
| Interest expense – leases | 7 | 2,621 | - | 8,307 | - |
| Accretion expense - deferred | 8 | ||||
| consideration | 7,468 | 1,449 | 24,369 | 1,449 | |
| Accretion expense - reclamation | 9 | ||||
| provision | 8,000 | 2,275 | 23,000 | 6,835 | |
| 18,089 | 3,724 | 55,676 | 8,274 |
16. COMMITMENTS
Tenement Commitments - Western Australia
The Group has a portfolio of tenements located in Western Australia, which all have a requirement for a certain level of expenditure each and every year in addition to annual rental payments for the tenements. Future minimum commitments as at January 31, 2026 and April 30, 2025 for the tenements held, were as follows:
| tenements. Future minimum commitments as at tenements held, were as follows: |
January 31, 2026 and April | 30, 2025 for the |
|---|---|---|
| January 31, 2026 | April 30, 2025 | |
| $ | $ | |
| Within one year | 1,176,103 | 1,377,417 |
| After one year but not more than five years | 2,570,166 | 2,941,955 |
| Greater than fiveyears | 1,261,199 | 1,391,331 |
| 5,007,468 | 5,710,703 |
17. SUPPLEMENTARY CASH FLOW INFORMATION
| Non-cash Investing and Financing | Note | Three-months | Three-months | Nine-months | Nine-months |
|---|---|---|---|---|---|
| Activities: | ended | ended | ended | ended | |
| January 31, | January 31, | January 31, | January 31, | ||
| 2026 | 2025 | 2026 | 2025 | ||
| Issuance of common shares for | |||||
| Exploration & Evaluation assets | 4 | - | - | 250,000 | - |
| Fair value transferred from |
|||||
| reserves to share capital upon the | |||||
| exercise of options and PSUs | 10 | (323,789) | (230,000 | (511,148) | (230,000 |
25 | P a g e
Benz Mining Corp. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) Three-Month periods ended January 31, 2026 and 2025
18. SUBSEQUENT EVENTS
On February 5, 2026, the Company completed a private placement of 32,327,587 CDIs issued at a price of $2.21 (A$2.32) per CDI for gross proceeds of $71,517,002 (A$75,000,002). In relation to the placement the Company incurred share issuance costs totaling $2,980,463 (A$3,123,273) in the form of placement fees, professional fees and listing fees, which included $1,430,341 (A$1,500,001) of placement fees settled by the issue of 646,552 CDIs at a deemed issue price of $2.21 (A$2.32). Each CDI represents one underlying common share in the Company on a one for one basis.
On February 25, 2026, the Company issued 2,000,000 CDIs on the exercise of stock options at $0.25 (A$0.26) per CDI for total proceeds of $500,000 (A$517,063). Each CDI represents one underlying common share in the Company on a one for one basis.
On March 9, 2026, the Company issued 8,000,000 CDIs on the exercise of stock options, comprising 4,000,000 stock options at $0.45 (A$0.47) per CDI and 4,000,000 stock options at $0.90 (A$0.94) per CDI, for total combined proceeds of $5,400,000 (A$5,622,950). Each CDI represents one underlying common share in the Company on a one for one basis.
26 | P a g e
FORM 51-102F1
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MANAGEMENT DISCUSSION AND ANALYSIS FOR THE NINE-MONTH PERIOD ENDED JANUARY 31, 2026
The following management’s discussion and analysis of financial conditions and results of operations (the MD&A ) has been prepared by management and provides a review of the activities, results of operations, and financial condition of Benz Mining Corp. ( Benz or the Company ). This discussion dated March 17, 2026, complements and supplements the Company’s unaudited condensed interim consolidated financial statements and associated notes for the three and nine-month periods ended January 31, 2026, and 2025. Please also refer to the cautionary statement of forward-looking information at the end of this document.
All financial information in this MD&A is prepared in accordance with International Financial Reporting Standards ( IFRS ) and reported in Canadian dollars unless otherwise noted. Additional information about the Company is available under the Company’s profile at www.sedarplus.ca and www.asx.com.au.
1. COMPANY OVERVIEW AND OVERALL PERFORMANCE
The Company was incorporated under the laws of the Province of British Columbia on November 9, 2011. The Company is an exploration and development stage company engaged in the acquisition, exploration and exploitation of mineral properties located in Canada and Australia. The Company’s common shares trade on the TSX Venture Exchange under the symbol “BZ”, the Frankfurt Exchange under the trading symbol “1VU”, and the Australian Securities Exchange under the trading symbol “BNZ”.
In August 2019, the Company entered into an option agreement (the Option Agreement ) to acquire from Fury Gold Mines Limited (formerly Eastmain Resources Inc) ( Fury Gold or the Vendor ), an initial 75% interest (and up to 100%) in the former producing Eastmain Gold project (the Eastmain Project ) located in James Bay District, Quebec. In April 2020, the Company entered into an amending agreement (the Amending Agreement ) in connection with the Eastmain Project pursuant to which the Company acquired a further option to earn an initial 75% interest (and up to 100%) in the Ruby Hill West and Ruby Hill East properties (collectively, the Ruby Hill Properties ), located west of the Eastmain Project.
Pursuant to the Option Agreement and Amending Agreement, (collectively the Amended Agreement ) the Company was required to issue cash and common share payments to the Vendor (the Option Payments ) totaling $2,695,000 over a four-year period from the effective date of the original Option Agreement. In addition to the Option Payments, the Company issued to Fury Gold 3,000,000 common shares, with a fair value of $255,000 on October 23, 2019. On May 21, 2020, the Company also issued to Fury Gold an additional 2,000,000 common shares valued at $360,000 and 4,000,000 share purchase warrants with a fair value of $539,078. Each warrant enabled the holder to purchase one common share of the Company at a price of $0.12 per share until April 27, 2023. The warrants were valued using the Black-Scholes pricing model with a share price of $0.18, risk-free rate of 0.29%, volatility of 117.92% and expected life of 2.93 years. Under the Amended Agreement the Company also committed to incur property expenditures totaling $3,500,000 over a four-year period from the effective date of the original Option Agreement (met).
On October 23, 2023, the Company made the final Option Payments under the Amended Agreement comprising $1,350,000 in cash and the issuance of 1,237,216 common shares (determined based on the payment value of $375,000 divided by the prevailing 10-day volume weighted average price ( VWAP ) of the Company's common shares) with a fair value of $395,909. Upon making the final Option Payments and having incurred the required property expenditures prior to this date, the Company exercised its’ option to acquire a 75% right, title and interest to the Eastmain Project and the Ruby Hill Properties.
Management’s Discussion and Analysis (continued)
On January 14, 2025, the Company announced it had completed the acquisition of a 100% interest in the Glenburgh Gold Project ( Glenburgh Project ) and Mt Egerton Gold Project ( Mt Egerton Project ), located in the Gascoyne region of Western Australia from Spartan Resources Limited (ASX: SPR) ( Spartan ) (the Acquisition ). In connection with the Acquisition, the Company also completed a placement of 18,181,820 fully paid CHESS Depositary Interests ( CDIs ), each CDI representing one underlying common share in the Company on a one for one basis ( New CDIs ) at an issue price of A$0.22 per New CDI to raise approximately A$4 million (before costs). Refer to section 3 Business Development for further details on the Acquisition.
On February 14, 2025, the Company announced that it had exercised an option in relation to a tenement sale agreement to acquire three highly prospective tenements adjacent to the Glenburgh Project, and one strategic tenement at the Mt Egerton Project. Refer to section 3 Business Development for further details on the tenements acquired.
In April 2025, the Company announced it had received firm commitments for a private placement of 33,750,750 new fully paid CDIs in the Company at an issue price of A$0.40 per CDI to raise approximately A$13.5 million (before costs). This private placement was completed in two tranches, with 28,722,000 CDIs issued on April 23, 2025 and the remaining 5,028,750 CDIs issued on July 24, 2025.
On August 13, 2025, the Company announced it had received firm commitments for a private placement of 30,456,853 CDIs issued at a price of A$0.985 per CDI for gross proceeds of A$30,000,000. The private placement was driven by strong demand from leading, high-quality offshore institutional investors, and was also supported by its existing large institutional shareholders. The first tranche of 30,406,091 CDIs was issued on August 21, 2025, with the second tranche of 50,762 CDIs issued post shareholder approval on December 18, 2025.
On October 27, 2025, in accordance with the terms of the Amended Agreement, the Company made a payment of $1,000,000 (the First Milestone Payment ) to Fury Gold to acquire the remaining 25% interest (for a total 100% undivided interest) held by Eastmain in the Eastmain Gold Project. The First Milestone Payment comprised C$750,000 paid in cash, with the balance of C$250,000 settled by the issuance 171,142 common shares at a deemed issue price of C$1.46078 (the Payment Shares ) in the capital of the Company. The Payment Shares are subject to a four month and one day resale restriction, expiring on February 28, 2026, in accordance with Canadian securities laws and fall within the Company’s 15% placement capacity under ASX Listing Rule 7.1. Having completed the First Milestone Payment, the Company’s ownership interest in the Eastmain Project increased to 100%.
Under the terms of the Amended Agreement, the Company remains obligated to make an additional payment to the Vendor of C$1,500,000 within 5 business days of the commencement of commercial production on the Eastmain Project (the Second Milestone Payment ). Fury Gold retains a 2% net smelter royalty ( NSR ) in respect of the Eastmain Project. The Company may, at any time, purchase one half of the NSR, thereby reducing the NSR to a 1%, for C$1,500,000. Additionally, on October 27, 2025, in accordance with the Amended Agreement, Benz made the final cash payment of $100,000 to Eastmain to acquire Eastmain’s remaining 25% (for a total 100% undivided interest) interest in the Ruby Hill East Properties. Fury Gold retains a 1% NSR in respect of the Ruby Hill properties, of which one half may be purchased for C$500,000 thereby reducing it to a 0.5% NSR. The NSR is also offset by any pre-existing royalties which may reduce the royalty burden.
On January 28, 2026, the Company announced it had received firm commitments for a private placement of 32,327,587 CDIs issued at a price of A$2.32 per CDI for gross proceeds of A$75,000,002. The private placement proceeds will enable Benz to significantly increase activities across its gold portfolio, with a focus on its 100%-owned Glenburgh Gold Project in Western Australia.
Management’s Discussion and Analysis (continued)
2. GOING CONCERN UNCERTAINTY
These condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will realize its assets and discharge its obligations in the normal course of operations.
The Company is considered to be in the exploration phase. The investment in, and expenditures on, exploration and evaluation assets comprise a significant portion of the Company’s activities. Mineral exploration and development is highly speculative and involves inherent risks.
As at January 31, 2026, the Company has a working capital surplus of $15,198,581 (April 30, 2025 - $10,981,188). Although management believes the Company’s cash position will support all of its financial obligations and expected expenditures during the next twelve months, it expects that it will need to obtain further financing in in order to continue exploration activities in the future. The Company’s ability to continue as a going concern is dependent on being able to obtain the necessary financing to satisfy its liabilities as they become due. In addition, while the Company’s future activities in relation to drilling on its mineral claims look promising, there can be no assurance that the results of its exploration activities will confirm the existence of economically viable quantities of ore or that any of its’ projects will ultimately go into production. There can be no assurance that management will be successful in securing adequate financing. If adequate financing is not obtained, the Company may be required to delay or reduce the scope of any or all of its exploration and development projects.
The Company reported a comprehensive loss in the nine-month period ended January 31, 2026 of $21,514,664 (year ended April 30, 2025 - 7,522,359). As at January 31, 2026, the Company has an accumulated deficit of $60,762,754 (April 30, 2025 - $39,821,247). These recurring losses and the need for continued financing to further successful exploration activities indicate the existence of a material uncertainty that may cast significant doubt as to the Company’s ability to continue as a going concern.
The Company’s financial statements do not give effect to any adjustments to the carrying values and classifications of assets and liabilities that might be necessary if the Company is unable to continue as a going concern. Such adjustments could be material.
3. BUSINESS DEVELOPMENT
Acquisition of subsidiaries
Glenburgh and Mt Egerton Projects (Western Australia)
On January 14, 2025, the Company completed the acquisition of the Glenburgh Project and the Mt Egerton Project. The acquisition was completed by way of a share purchase agreement with Spartan, for 100% of the issued and outstanding shares of both Gascoyne Resources (WA) Pty Ltd ( Gascoyne ) and Egerton Exploration Pty Ltd ( Egerton ) which were both incorporated in Australia (the Spartan Transaction ).
At the date of acquisition, Gascoyne and Egerton held mineral tenements comprising the Glenburgh Project and the Mt Egerton Project, respectively. The Glenburgh Project comprises a substantial 786km[2] land package situated 250km east of Carnarvon, Western Australia. The Mt Egerton Project comprises two granted mining leases and five exploration licences, covering a total area of 180km[2] approximately 200km northeast of Meekatharra, Western Australia.
Under the terms of the Spartan Transaction, the Company agreed to pay a total of A$1,000,000 cash comprising A$500,000 payable on the date of completion and a further A$500,000 payable 12 months after the completion date (being January 14, 2026). In addition, the Company issued to Spartan
Management’s Discussion and Analysis (continued)
33,000,000 CDIs of the Company. Each CDI represents one underlying common share in the Company on a one for one basis. The 33,000,000 CDIs are subject to voluntary escrow conditions whereby the CDIs will be held in escrow and be restricted from trading for a period of 12 months commencing from the date of issuance. The fair value of the 33,000,000 CDIs was determined to be $7,715,000, after applying the discount for lack of marketability ( DLOM ) to the closing price on the completion date due to the voluntary escrow conditions on the CDIs.
In addition, the Company incurred transaction costs, in the form of due diligence and professional fees, related to the acquisition totalling $462,384 (A$512,680).
The acquisitions of both Gascoyne and Egerton have been accounted as a purchase of assets since neither acquisition met the definition of a business combination under IFRS 3 Business Combinations . Accordingly, no goodwill or intangible assets were recorded with respect to the acquisition.
The following table summarises these asset acquisitions:
| ollowing table summarises these asset acquisitions: | ||
|---|---|---|
| January 14, 2025 | ||
| Fair value | Fair value | |
| (AUD) | (CAD) | |
| $ | $ | |
| Purchase price | ||
| Upfront cash consideration | 500,000 | 444,269 |
| Deferred cash consideration (A$500,000 due January 14, 2026) | 462,963 | 411,360 |
| Upfront share consideration (after applying the DLOM) | 8,682,803 | 7,715,000 |
| Transaction costs | 512,680 | 462,384 |
| Total consideration paid | 10,158,446 | 9,033,013 |
| Fair value allocated to: | ||
| Exploration and evaluation assets - Glenburgh Project(1) | 8,848,006 | 7,867,754 |
| Exploration and evaluation assets - Mt Egerton Project(1) | 1,310,440 | 1,165,259 |
| Net assets acquired | 10,158,446 | 9,033,013 |
- (1) The fair value of consideration paid has then been allocated to the Glenburgh Project and Mt Egerton Project based on the ratio of the pre-acquisition carrying values of the assets acquired from Gascoyne and Egerton (being, 87.1% Glenburgh Project; 12.9% Mt Egerton Project).
The Company is also obligated to make the following additional payments contingent upon the occurrence of the following events:
-
A$2,000,000 ( First Milestone Payment ) within 10 business days of the earlier of: (i) the Company declaring an inferred, indicated and/or measured Mineral Resource Estimate from the Glenburgh and Mt Egerton Projects containing 500,000oz Au at a cut-off grade of at least 2.0g/t Au and (ii) production of 500,000oz Au from the Glenburgh Project and Mt Egerton Project;
-
A$2,000,000 ( Second Milestone Payment ) within 10 business days of the earlier of: (i) the Company declaring an inferred, indicated and/or measured Mineral Resource Estimate from the Glenburgh and Mt Egerton Projects containing 1,000,000oz Au at a cut-off grade of at least 2.0g/t Au and (ii) production of 1,000,000oz Au from the Glenburgh Project and Mt Egerton Project; and
-
A$2,000,000 ( Third Milestone Payment ) within 10 business days of the earlier of: (i) the Company declaring an inferred, indicated and/or measured Mineral Resource Estimate from
Management’s Discussion and Analysis (continued)
the Glenburgh and Mt Egerton Projects containing 1,500,000oz Au at a cut-off grade of 2.0g/t Au and (ii) production of 1,500,000oz Au from the Glenburgh Project and Mt Egerton Project.
(together, the Milestone Payments )
The Company may also, at its election, pay the Milestone Payments through the issuance of CDIs whereby the number of CDIs required to be issued will be calculated using a deemed issue price of the higher of the 20-day VWAP of the Company's common shares and A$0.088 per share.
On the date of acquisition, Gascoyne and Egerton were each subject to a number of existing royalty agreements on the Glenburgh Project and Mt Egerton Project, which are summarized below:
Franco-Nevada Royalty - A royalty is payable by Gascoyne to Franco-Nevada Australia Pty Ltd equal to 1.5% of the net profits derived from the production of minerals from certain tenements within the Glenburgh Project, after refinement of those materials.
Taurus Royalty - A royalty is payable to Taurus Mining Royalty Fund LP equal to 0.525% of the gross revenue received by Gascoyne and Egerton (or its related bodies corporate) in respect of products extracted or produced from tenements located within the Glenburgh Project and Mt Egerton Project. As part of the Spartan Transaction, Spartan will exercise the right to reduce this royalty by up to 20% by payment of A$1,225,000, payable by Spartan. This Spartan exercise is in progress but has not been completed as of the date of these consolidated financial statements.
Tembo Royalty - A royalty is payable to Tembo Mining Capital Fund III LP, Tembo Capital Mining Fund III (Non-US) LP and Tembo Capital Mining Fund III (F&F) LP equal to 1.35% of the gross revenue received by Gascoyne and Egerton (or its related bodies corporate) in respect of products extracted or produced from tenements located within the Glenburgh Project and Mt Egerton Project. As part of the Spartan Transaction, Spartan agreed to exercise the right to reduce this royalty by up to 20% by payment of A$3,150,000, payable by Spartan. This Spartan exercise is in progress but has not been completed as of the date of these consolidated financial statements.
Wajarri Yamatji Royalty - A royalty is payable to Wajarri Yamatji Native Title Claim Group (represented by the Yamatji Marlpa Aboriginal Corporation) in respect of products produced from tenements located within the Glenburgh Project, on the following basis:
-
i. for the first four quarters in which gold metal is produced from such tenements, the royalty payable is equal to 0.5% of the royalty value of that gold metal; and
-
ii. for each subsequent quarter in which gold metal is produced from such tenements, the royalty payable ranges from 0.25% - 1.50% of the royalty value depending on the weight of gold metal produced ranging from 0 - 50,000 oz per quarter.
The royalty value of gold is the amount of gold produced during the month multiplied by an average gold spot price (London PM Fix, converted to AUD).
State Royalty - A royalty is payable to the State of Western Australia (under 1978 Mining Act (WA)) equal to 2.5% of the royalty value of gold produced at the Glenburgh Project and Mt Egerton Project tenements in excess of 2,500 ounces per financial year. The royalty value of gold is the amount of gold produced during the month multiplied by an average gold spot price (London PM Fix, converted to AUD). The Glenburgh Project and Mt Egerton Project tenements will together constitute one 'royalty project' under the Mining Act and for the purposes of the royalty payable to the State of Western Australia in respect of minerals products from each project.
Creation of subsidiaries
Management’s Discussion and Analysis (continued)
On November 26, 2024, the Company incorporated a wholly-owned subsidiary, BGA Exploration Pty Ltd ( BGA ) in Australia for the purposes of holding additional mineral tenements on land adjacent to the Glenburgh Project and Mt Egerton Project.
Acquisition by BGA of Glenburgh and Mt Egerton adjacent tenements from Mining Equities Pty Ltd
On December 3, 2024, the Company entered into a tenement sale agreement ( Tenement Agreement ) to acquire 100% interest in three highly prospective tenements adjacent to the Glenburgh Project, and one strategic tenement at the Mt Egerton Project from Mining Equities Pty Ltd, an unrelated party ( Vendor ). On February 14, 2025, the Company exercised its option to acquire 100% interest in the 4 tenements and issued 500,000 common shares with a fair value of $190,000 to the Vendor. Upon exercising the option, the Company granted a 0.75% NSR to the Vendor.
4. OPERATIONS UPDATE FOR THE QUARTER ENDED JANUARY 31, 2026
Glenburgh and Mt Egerton Projects
During the quarter ended January 31, 2026, the Company continued to progress a focused strategy to accelerate discovery and resource growth across its portfolio, led by intensive drilling and geological refinement at the 100%-owned Glenburgh Gold Project in Western Australia, including:
-
Continued growth in the high-grade Zone 126 system at Glenburgh, including major down-dip extensions and additional lens discoveries, pushing mineralisation to approximately 800m vertical depth and supporting the interpretation of a multi-lens system with significant depth potential.
-
A material step-change in the understanding of Glenburgh, culminating in a district-scale geological model that resolves the granted Mining Lease into three major gold camps (Hurricane, Icon, and Thunderbolt), and a funded plan to execute >250,000m of drilling in 2026.
-
A new shallow high-grade component emerging within the Icon trend through closer-spaced infill drilling, while step-out drilling at Tuxedo expanded mineralisation well beyond historical limits—supporting a large-scale open-pit style thesis across the broader Icon–Tuxedo corridor.
High-grade growth at Zone 126 (Glenburgh)[1]
During the quarter, Benz continued to validate and extend its structural model at Zone 126, increasingly describing the system as evolving from a single shoot into a multi-lens high-grade corridor with substantial down-plunge potential.
Benz announced one of its most significant Zone 126 intercepts to date, reporting 79m at 4.4 g/t Au from 534m (25GLR023). This result was positioned as the thickest high-grade intersection reported at Glenburgh at that time and approximately 70m down dip from the nearest intercepts, reinforcing the open-at-depth character of the mineralised lenses.
Supporting recent results referenced alongside this update included 44m at 4.6 g/t Au from 475m (25GLR070) and 20m at 2.6 g/t Au from 507m (25GLR035).
1 Refer ASX releases dated 14 October 2025 and 8 December 2025 for further information.
Management’s Discussion and Analysis (continued)
Benz also outlined operational actions to increase delivery speed and drilling productivity at Glenburgh, including moving two of four rigs to double shift, described as increasing effective drilling capacity (an “effective six rigs” outcome) and implementing a dedicated logistics / transport solution to improve sample delivery regularity to Perth labs and support more consistent assay turnaround.
Benz reported further high-grade growth and deeper testing success, including a major down-dip stepout into Lens 4, highlighted by:
-
15m at 12.7 g/t Au from 850m (25GLR117), described as a 200m+ down-dip extension, and contributing to Zone 126 being tested to roughly 800m vertical depth.
-
20m at 5 g/t Au from 676m (25GLR094), supporting lateral build-out of Lens 4.
This update referenced the previously reported Lens 4 discovery hole of 17m at 6 g/t Au from 662m (25GLR082) as contextual support.
Benz also announced the discovery of Lens 5, with drilling intersecting the interpreted Lens 5 position and returning:
-
2m at 16.8 g/t Au from 528m (25GLR090), described as occurring on the margin of the interpreted lens and therefore supporting additional down-dip/down-plunge potential.
-
In addition, Benz reported continued evidence that earlier lenses remained open at depth, including 12m at 3.8 g/t Au from 320m (25GLR106) interpreted as extending Lens 1 at depth.
Alongside Zone 126 drilling, Benz advanced additional high-priority growth corridors within the broader Hurricane Camp, identifying NE3 and Hurricane as key next discovery opportunities. These targets were described as geologically and structurally analogous settings with coherent soil-gold anomalies and encouraging historical drilling context, setting the platform for accelerated drilling into 2026.
Bulk-tonnage scale and emerging high-grade at Icon–Tuxedo (Icon Camp - Glenburgh)[2]
In January 2026, Benz reported results from the Icon trend and Tuxedo area that reinforced a dual opportunity at Glenburgh: (i) broad mineralised envelopes consistent with large-scale open-pit potential, and (ii) locally higher-grade lenses revealed through tighter drill spacing. Key highlights included a shallow, ultra high-grade lens emerging at Icon through infill drilling:
-
13m at 29.0 g/t Au from 60m (25GLR232)
-
9m at 28.0 g/t Au from 84m (25GLR190)
-
17m at 11.0 g/t Au from 55m (25GLR237)
Continued demonstration of bulk-style mineralisation at Icon, including 200m at 1.0 g/t Au from 76m (25GLR062) and additional broad intercepts also reported.
At Tuxedo, broad step-out drilling extending mineralisation >200m down dip beneath historical shallow drilling, highlighted by:
-
28m at 2.5 g/t Au from 406m (25GLR115)
-
35m at 1.0 g/t Au from 296m (25GLR133)
2 Refer ASX release dated 28 January 2026 for further information.
Management’s Discussion and Analysis (continued)
Benz described the Icon trend as having >3km of strike identified and being only partially tested at the time, with 2026 programs intended to step out systematically and test to approximately 300–500m depths in pursuit of defining a large-scale open-pit style system.
District-scale strategy and 2026 execution plan (Three camps, >250,000m drilling - Glenburgh)[3]
In February 2026, Benz presented Glenburgh as reaching an “inflection point” following the integration of drilling, mapping, and structural interpretation. The Company outlined a funded 2026 program planning >250,000m of drilling across the Glenburgh Mining Lease and the broader district trend.
Benz described the granted Mining Lease as being resolved into three coherent gold camps, each framed as substantial in its own right:
-
Hurricane Camp : Hurricane, Zone 102, Zone 126, NE3 (high-grade growth and “next Zone 126style” targeting)
-
Icon Camp : Icon, Tuxedo, Apollo, Mustang, Shelby (systematic scale testing to support bulktonnage potential)
-
Thunderbolt Camp : Torino, Thunderbolt (new growth front, historically limited drilling to <~100m, first-pass drilling planned to ~500m)
Regional exploration and technical work
Benz also outlined supporting district-scale work programs, including:
-
A regional surface sampling program comprising >3,000 samples over a ~45km corridor, undergoing ICP-MS multi-element analysis.
-
A trial 6km ground gravity survey across the Hurricane and Icon camps, with plans for a larger regional-scale gravity program.
Commencement of scoping-level work at Glenburgh alongside exploration, and mobilisation planning for diamond drilling to support metallurgical, geotechnical, and orebody knowledge programs.
Eastmain Project
The Eastmain Project is located approximately 750km northeast of Montreal and 316km northeast of Chibougamau and comprises 155 contiguous mining claims each with an area of approximately 52.7 ha, covering a total of 8,172.71 ha plus one industrial lease permit. It is accessible by road via the Route 167 extension, a permanent all-season road, and is serviced by an existing camp, all season gravel roads, and an airstrip. The Eastmain Project benefits from access to Chibougamau (population of 7,541) that serves as the main centre of communications and supplies for the area.
On May 23, 2023, the Company announced an updated independent Mineral Resource Estimate ( MRE ) on the Eastmain Project. The updated MRE has been possible following extensive drilling campaigns on the Eastmain Mine Shear Zone during 2021/22. The updated MRE for the Eastmain Project, prepared by P&E Mining Consultants Inc. ( P&E ) has been estimated at 621 koz Inferred and 384 koz Indicated gold at respective grades of 5.1 and 9.0 g/t Au.
3 Refer ASX release dated 17 February 2026 for further information.
Management’s Discussion and Analysis (continued)
Table 1: Eastmain Project Updated Mineral Resources at 2.5 g/t Au Cut-off.
| Classification | Tonnes (Mt) | Au (g/t) | Au (koz) |
|---|---|---|---|
| Indicated | 1.3 | 9.0 | 384 |
| Inferred | 3.8 | 5.1 | 621 |
Notes:
1. The Mineral Resources described above have been prepared in accordance with the CIM Standards (Canadian Institute of Mining, Metallurgy, and Petroleum, 2014) and follow Best Practices outlined by CIM (2019).
2. Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues.
3. The Inferred Mineral Resource in this estimate has a lower level of confidence than that applied to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of the Inferred Mineral Resource could be upgraded to an Indicated Mineral Resource with continued exploration.
4. The underground Mineral Resources in this estimate have been reported using a 2.5 g/t lower cut-off based on US$1,800/oz Au, 0.77 US$ FX, 95% process recovery and costs of C$125/t mining, C$40/t processing and $15/t G&A. Up-dip cut-and-fill mining is envisioned for extracting mineralization at Eastmain.
5. The Eastmain Zones have been classified as Indicated and Inferred according to drill spacing and two grade estimation passes. Underground Mineral Resources have been classified manually within a constraining volume to remove isolated areas not satisfying reasonable prospects for eventual economic extraction ("RPEEE") and have been reported using an approximate 2 m minimum down hole intercept.
6. Historical workings were depleted from the Mineral Resource model.
7. The bulk density of 2.95 t/m3 has been applied based on measurements taken on the drill core with Au values equal or greater than 2.0 g/t. This value was assigned to the block model.
8. The MRE is based on a block model with a parent block size in mineralized domains of 10 m x 10 m x 10 m with subcells as small as 0.5 m.
9. Tonnage and grades have been expressed in the metric system, and gold metal content has been expressed in troy ounces.
10. The tonnages have been rounded to the nearest 100 kt and the metal content has been rounded to the nearest 1 k ounces. Gold grades have been reported to one decimal place.
This MRE is an update from the previously reported NI 43-101 compliant MRE (2019) of 236.5 koz indicated and 139.3 koz of inferred at respective grades of 8.19 g/t Au and 7.48 g/t Au on the Eastmain Project. This updated MRE was prepared and is reported in accordance with NI 43-101 and JORC 2012 and is effective as of May 24, 2023. The Company engaged International Resource Solutions of Australia and P&E of Canada to prepare the updated MRE of the Eastmain Project. The updated MRE is based on 383 diamond drill holes totalling 103,444 m.
The MRE is sensitive to the selection of a reporting Au cut-off value, as demonstrated in Table 2.
Table 2: Mineral Resource Estimate Sensitivity to Au Cut-off Grade.
| Cut-off Au (g/t) | Indicated | Inferred | ||||
|---|---|---|---|---|---|---|
| Tonnes (Mt) |
Au (g/t) |
Au (koz) |
Tonnes (Mt) |
Au (g/t) |
Au (koz) |
|
| 4.5 | 1.0 | 10.5 | 351 | 1.6 | 7.4 | 370 |
| 4.0 | 1.1 | 10.0 | 362 | 2.1 | 6.6 | 444 |
| 3.5 | 1.2 | 9.6 | 371 | 2.6 | 6.0 | 510 |
| 3.0 | 1.3 | 9.3 | 380 | 3.3 | 5.5 | 576 |
| 2.5 | 1.3 | 9.0 | 384 | 3.8 | 5.1 | 621 |
| 2.0 | 1.4 | 8.6 | 392 | 4.7 | 4.6 | 685 |
| 1.5 | 1.5 | 8.4 | 393 | 5.5 | 4.1 | 733 |
| 1.0 | 1.5 | 8.3 | 394 | 6.0 | 3.9 | 755 |
Notes 1 - 10 below Table 1 also above apply.
Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Mineral Resource Estimates do not account for mineability, selectivity, mining loss and dilution. Inferred Mineral Resources are normally considered too speculative geologically to have economic considerations applied
Management’s Discussion and Analysis (continued)
to them that would enable them to be categorized as Mineral Reserves. There is also no certainty that Indicated Mineral Resources will be converted into Mineral Reserves, once economic considerations are applied; or that Inferred Mineral Resources will be converted to Measured and Indicated classifications through further drilling, or into Mineral Reserves, once economic considerations are applied.
During the quarter ended January 31, 2026, minimal exploration activities were completed on the Eastmain Project, however further gold targeting studies were progressed focused on both the high-grade structural trends of the Eastmain Mine, and new regional opportunities within the tenement package.
Ruby Hill Properties
The Ruby Hill East property is located within the upper Eastmain greenstone belt of James Bay, Québec where the Eastmain Gold deposit is located. The Stornoway diamond mine is located about 80 km north of the property. The Ruby Hill East property consists of 88 mineral claims (4,640 ha) in a single block contiguous to the west with the Eastmain Mine Project. Fury Gold completed drill programs in 2008 and in 2016. In 2008, eight holes were drilled totalling 1,263m. In 2016, five diamond drill holes were completed totalling 1,044m.
The Ruby Hill West property is located approximately 800 km north of Montreal, 320 km north-northeast of Chibougamau and 160 km north of Temiscamie, Québec. The Ruby Hill West property consists of 302 contiguous claim cells (15,919.18 ha) in a single block. The eastern boundary of the property is located approximately 18km west of the Eastmain Project and 10 km from highway 167 North. The Ruby Hill West property is helicopter accessible from the base camp on the Eastmain Project.
During the quarter ended January 31, 2026, minimal exploration activities were completed on the Ruby Hill properties.
Corporate Activities
On December 17, 2025 the Company completed Tranche 2 of it’s August 2026 private placement comprising of 50,762 CDIs issued at a price of $0.88 (A$0.985) per CDI for gross proceeds of $44,905 (A$50,000). Each CDI represents one underlying common share in the Company on a one for one basis.
During the nine-month period ended January 31, 2026, the Company issued 1,400,000 common shares on the exercise of compensation warrants for total proceeds of $882,000 and issued 1,068,750 common shares on the exercise of stock options for total proceeds of $225,469.
Subsequent Events
On February 5, 2026, the Company completed a private placement of 32,327,587 CDIs issued at a price of $2.21 (A$2.32) per CDI for gross proceeds of $71,517,002 (A$75,000,002). In relation to the placement the Company incurred share issuance costs totaling $2,980,463 (A$3,123,273) in the form of placement fees, professional fees and listing fees, which included $1,430,341 (A$1,500,001) of placement fees settled by the issue of 646,552 CDIs at a deemed issue price of $2.21 (A$2.32). Each CDI represents one underlying common share in the Company on a one for one basis.
On February 25, 2026, the Company issued 2,000,000 CDIs on the exercise of stock options at $0.25 (A$0.26) per CDI for total proceeds of $500,000 (A$517,063). Each CDI represents one underlying common share in the Company on a one for one basis.
On March 9, 2026, the Company issued 8,000,000 CDIs on the exercise of stock options, comprising 4,000,000 stock options at $0.45 (A$0.47) per CDI and 4,000,000 stock options at $0.90 (A$0.94) per CDI, for total combined proceeds of $5,400,000 (A$5,622,950). Each CDI represents one underlying common share in the Company on a one for one basis.
Management’s Discussion and Analysis (continued)
5. REVIEW OF FINANCIAL RESULTS
Summary of Quarterly Results
| Jan. 31, | Oct. 31, |
Jul. 31, |
Apr. 30, |
Jan. 31, |
Oct. 31, | Jul. 31, | Apr. 30, | |
|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | |
| Interest income | 190,288 | 150,034 | $61,110 | $12,531 | $20,205 | $ 13,357 | $ 22,600 | $19,443 |
| Operating loss | (10,827,150) | (9,378,896) | (3,715,347) | (4,458,469) | (2,048,971) | (538,757) | (417,699) | (936,572) |
| Net loss | (9,204,400) | (8,161,506) | (3,575,601) | (4,538,751) | (2,093,172) | (496,996) | (375,270) | (886,408) |
| Basic and diluted | ||||||||
| lossper share | (0.03) | (0.03) | (0.01) | (0.02) | (0.01) | (0.00) | (0.00) | (0.01) |
During the three-month periods ended January 31, 2026 and 2025, exploration and evaluation costs consisted of the following:
| consisted of the following: | ||
|---|---|---|
| January 31, 2026 | January 31, 2025 | |
| Geology | 2,614,610 | 290,610 |
| Location/camp services | 776,414 | 26,480 |
| Drilling | 4,796,435 | (100) |
| Geochemical analysis | 1,259,166 | 5,173 |
| Geophysics | 504,272 | 92,513 |
| Environment | 43,501 | (134) |
| Health & safety | 23,001 | - |
| Property Maintenance | 256,394 | 280,840 |
| Exploration tax credits | (15,000) | (33,000) |
| Total exploration and evaluation costs | 10,259,093 | 662,382 |
Quarter Ended January 31, 2026, compared with the Quarter Ended January 31, 2025.
During the quarter ended January 31, 2026, the Company had a net loss of $9,204,400 compared to a net loss of $2,093,172 for the quarter ended January 31, 2025. The difference between these two quarters is primarily due to the following:
-
Increase in interest income of $170,083;
-
Increase in exploration and evaluation costs of $9,596,711 mainly related to the newly acquired Glenburgh project
-
Decrease in share-based payments recognised of $730,870;
-
Decrease in listing and filing fees of $75,893;
-
Increase in management and consulting fees of $14,609;
-
Increase in salaries and wages of $10,923;
-
Decrease in professional fees of $225,289;
-
Increase in office and miscellaneous of $131,537;
-
Favourable movement in foreign exchange rates totalling $1,504,141
Explanation of Quarterly Results
During the three months ended January 31, 2026, the Company recorded an operating loss of $10,827,150 and net loss of $9,204,400. Net loss was mainly comprised of exploration and evaluation costs of $10,259,093, listing and filing fees of $28,245, management consulting fees of $109,728, professional fees
Management’s Discussion and Analysis (continued)
of $110,392, office and miscellaneous of $166,806, offset by foreign exchange gains of $1,443,459, and interest income of $190,288.
During the three-months ended October 31, 2025, the Company recorded an operating loss of $9,378,896 and net loss of $8,161,506. Net loss was mainly comprised of exploration and evaluation costs of $8,866,636, management and consulting fees of $113,270, professional fees of $122,979, office and miscellaneous costs of $147,032, offset by foreign exchange gains of $1,086,451 and interest income of $150,034.
During the three-months ended July 31, 2025, the Company recorded an operating loss of $3,715,347 and net loss of $3,575,601. Net loss was mainly comprised of exploration and evaluation costs of $3,312,136, management and consulting fees of $128,373, professional fees of $96,171, listing and filing fees of $72,149, offset by foreign exchange gains of $97,128 and interest income of $61,110.
During the three months ended April 30, 2025, the Company recorded an operating loss of $4,458,469 and net loss of $4,538,751. Net loss was mainly comprised of exploration and evaluation costs of $2,201,793, reclamation costs of $1,066,293, management and consulting fees of $57,469, share-based payments of $1,282,755, and salaries and wages of $51,082 offset by interest income of $12,531 and by a reduction to professional fees of $286,722, as these fees were capitalised as Spartan acquisition costs in the quarter.
7. LIQUIDITY AND CAPITAL RESOURCES
A summary of the Company’s working capital balances is as follows:
| January 31, 2026 | April 30, 2025 | |
|---|---|---|
| Cash and cash equivalents | 16,834,325 | 11,787,527 |
| Sales taxes recoverable | 1,406,421 | 332,930 |
| Other receivables | 125,595 | 232,808 |
| Prepaid expenses and deposits | 200,732 | 122,405 |
| Trade and other payables | (3,221,843) | (998,148) |
| Lease liabilities | (52,564) | (48,247) |
| Deferred consideration payable | - | (418,372) |
| Otherprovisions | (94,085) | (29,715) |
| Working Capital | 15,198,581 | 10,981,188 |
The changes in working capital are primarily due to operating activities, as discussed in the previous section, and investing and financing activities as detailed below.
Cash Used in Investing Activities
Nine-month period ended January 31, 2026
During the nine-month period ended January 31, 2026, the Company made the following cash payments:
-
$750,000 as part of the First Milestone Payment to acquire the remaining 25% interest, not already held, in the Eastmain Gold Project,
-
$100,000 to acquire from Eastmain the remaining 25% interest, not already held, in the Ruby Hill East properties, and
-
$5,344 (A$5,993) in transaction duties related to BGA’s acquisition in December 2024 of tenements adjacent to the Glenburgh and Mt Egerton projects. It also paid
-
$590,858 (A$600,601) for additions to property and equipment.
Management’s Discussion and Analysis (continued)
Nine-month periods ended January 31, 2025
- During the nine-month period ended January 31, 2025, Benz made cash payments of A$500,000 ($444,269) as part consideration for its acquisition of Glenburgh and Mt Egerton Projects.
Cash from Financing Activities
Nine-month period ended January 31, 2026
On July 24, 2025, the Company completed the second tranche of a private placement of 5,028,750 CDIs issued at a price of $0.36 (A$0.40) per CDI for gross proceeds of $1,810,350 (A$2,011,500). Each CDI represents one underlying common share in the Company on a one for one basis. The Company incurred share issuance costs of $81,533 in the form of professional fees.
On August 21, 2025, the Company completed Tranche 1 of a private placement of 30,406,091 CDIs issued at a price of $0.88 (A$0.985) per CDI for gross proceeds of $26,744,824 (A$29,950,000). Each CDI represents one underlying common share in the Company on a one for one basis. The Company incurred share issuance costs of $1,821,330 in the form of professional fees and listing fees.
On December 17, 2025 the Company completed Tranche 2 of it’s August 2025 private placement comprising of 50,762 CDIs issued at a price of $0.88 (A$0.985) per CDI for gross proceeds of $45,558 (A$50,000). Each CDI represents one underlying common share in the Company on a one for one basis.
During the nine-month period ended January 31, 2026, the Company issued 1,400,000 common shares on the exercise of compensation warrants for total proceeds of $882,000 and issued 1,068,750 common shares on the exercise of stock options for total proceeds of $225,469.
During the nine-month period ended January 31, 2026, the Company made payments under leasing arrangements totaling $42,190 (A$46,500).
Nine-month period ended January 31, 2025
During the nine-month period ended January 31, 2025, the Company issued 18.181,820 fully paid CDIs, each CDI representing one underlying common share in the Company on a one for one basis at an issue price of A$0.22 (C$0.20) per CDI for gross proceeds of A$4,000,000 (C$3,631,388) less costs of A$281,202 ($256,989).
8. OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements other than those discussed above.
Management’s Discussion and Analysis (continued)
9. RELATED PARTY TRANSACTIONS
Key management personnel include the members of the Board of Directors and officers of the Company, who have the authority and responsibility for planning, directing, and controlling the activities of the Company. The remuneration of directors and officers for the three and nine-month periods ended January 31, 2026 and 2025 were as follows:
| 31, 2026 and 2025 were as follows: | ||||
|---|---|---|---|---|
| Three-months | ended | Nine-months | ended | |
| January 31, | January 31, | January 31, | January 31, | |
| 2026 | 2025 | 2026 | 2025 | |
| Salaries, bonuses, fees and benefits | ||||
| Management, director and consulting fees to | ||||
| the officers and directors of the Company | ||||
| (including $75,000 and $175,200 (2025 - $Nil | ||||
| and $Nil) classified within exploration and | ||||
| evaluation costs and $84,430 and $359,375 | ||||
| (2025 - $173,411 and $519,658) classified | ||||
| within general and administrative expenses) | 159,430 | 173,411 | 534,575 | 519,658 |
| Share-based payments | ||||
| Officers and directors of the Company | - | 301,423 | - | 417,051 |
| 159,430 | 474,834 | 534,575 | 936,709 |
In the normal course of operations, the Company transacts with companies related to its directors or officers. The following amounts are payable to related parties, and are included in trade and other payables:
| payables: | ||
|---|---|---|
| January 31, 2026 | April 30, 2025 | |
| $ | $ | |
| Management fees | 26,332 | 19,198 |
| Provision for accrued vacation | 43,407 | 29,715 |
10. PROPOSED TRANSACTIONS
As is typical of the mining industry, the Company is continually reviewing potential merger, acquisition, investment and joint venture transactions and opportunities that could enhance shareholder value.
11. FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash equivalents, other receivables, trade and other payables, and lease liabilities. The fair value of these financial instruments approximates their carrying value due to the relatively short-term maturity of these instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant credit, liquidity, foreign exchange, interest and price risks arising from these financial instruments. For a summary of how the Company manages theses risks, please refer to Note 15 of the audited annual financial statements for the year ended April 30, 2025.
Management’s Discussion and Analysis (continued)
12. ADDITIONAL DISCLOSURES
Additional Disclosure for Venture Issuers without Significant Revenue
Detail regarding material items within general and administrative expenses has been provided throughout this document.
Outstanding Shares
Authorized share capital consists of an unlimited number of common shares without par value and an unlimited number of preferred shares without par value.
As at the date of this MD&A, the Company had the following issued and outstanding common shares and unexercised stock options, warrants and agent compensation options:
| Shares and Potential Shares | |
|---|---|
| Common shares outstanding | 333,857,248 |
| Stock options(weighted average exerciseprice$0.51) | 6,725,000 |
| Total common shares andpotential common shares | 340,582,248 |
As at January 31, 2026, an amount of 222,857 common shares were held in escrow subject to an escrow agreement with Tusk Exploration Ltd. Due to unmet contractual obligations relating to the completion of an option purchase agreement that was relinquished in 2016, these shares continue to be held. The Company plans to cancel the shares held in escrow at a future date.
Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Critical Judgements and Estimates
The financial statements are prepared in accordance with IFRS. The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.
The critical judgments and estimates that the Company’s management has made in the process of applying the Company’s accounting policies that has the most significant effect on the amounts recognized in the Company’s financial statements are the impairment of exploration and evaluation assets, the valuation of share-based payments, extension options for leases, the valuation of deferred tax assets and liabilities, the valuation of reclamation provisions, determination of functional currency, assessment of asset acquisition vs business combinations, and valuation of consideration payable in asset acquisitions.
For a summary of significant accounting judgements and estimates, please refer to Note 2 of the audited annual financial statements for the year ended April 30, 2025. Management believes it has made estimates that best reflect the facts and circumstances, however, actual results may differ from estimates.
Management’s Discussion and Analysis (continued)
Management Changes
On November 17, 2023, Mark Lynch-Staunton was appointed Chief Development Officer and on November 26, 2024, Mark Lynch-Staunton transitioned to the role of Chief Executive Officer.
On January 14, 2025, Nick Jolly was appointed as a Director.
13. RISKS AND UNCERTAINTIES
Our business, operating, and financial condition could be harmed due to any of the following risks. The risks described below are not the only ones facing our Company. Additional risks not presently known, or that the Company currently deems immaterial, may also impair our business operations. If any such risks actually occur, the financial condition, liquidity, and results of operations of the Company as well as the ability of the Company to implement its growth plans could be materially adversely affected.
The following is a description of certain risks and uncertainties that may affect the business of the Company.
Limited Operating History
The Company is a relatively new company with limited operating history and no history of business or mining operations, revenue generation, or production history. the Company was incorporated on November 9, 2011 and has yet to generate a profit from its activities. The Company is subject to all the business risks and uncertainties associated with any new business enterprise, including the risk that it will not achieve its growth objective. The Company anticipates that it may take several years to achieve positive cash flow from operations.
Exploration, Development, and Operating Risks
The exploration for and development of minerals involves significant risks, which even a combination of careful evaluation, experience, and knowledge may not eliminate. Few properties, which are explored, are ultimately developed into producing mines. There can be no guarantee that the estimates of quantities and qualities of minerals disclosed will be economically recoverable. With all mining operations there is uncertainty and, therefore, risk associated with operating parameters and costs resulting from the scaling up of extraction methods tested in pilot conditions. Mineral exploration is speculative in nature, and there can be no assurance that any minerals discovered will be discovered in sufficient quantities to warrant commercial exploitation. The Company's operations will be subject to all of the hazards and risks normally encountered in the exploration, development, and production of minerals. These include unusual and unexpected geological formations, rock falls, seismic activity, flooding, and other conditions involved in the extraction of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage, and possible legal liability. Although precautions to minimize risk will be taken, operations are subject to hazards that may result in environmental pollution and consequent liability that could have a material adverse impact on the business, operations, and financial performance of the Company.
Substantial Capital Requirements and Liquidity
Substantial additional funds will be required and there can be no assurances given that the Company will be able to raise the necessary funds. To meet such funding requirements, the Company may undertake additional equity financing, which would be dilutive to shareholders. There is no assurance that additional financing will be available on terms acceptable to the Company, or at all. If the Company is unable to obtain additional financing as needed, it may be required to discontinue operations.
Management’s Discussion and Analysis (continued)
Competition
There is competition within the mining industry for the discovery and acquisition of properties considered to have commercial potential. The Company will compete with other mining companies, many of which have greater financial, technical, and other resources than the Company, for, among other things, the acquisition of minerals claims, leases, and other mineral interests as well as for the recruitment and retention of qualified employees and other personnel.
Reliance on Management and Dependence on Key Personnel
The success of the Company is currently largely dependent upon the performance of its directors and officers, and the ability to attract and retain its key personnel. The loss of the services of these persons may have a material adverse effect on the Company’s business and prospects. The Company will compete with numerous other companies for the recruitment and retention of qualified employees and contractors. There is no assurance that the Company can maintain the service of its directors and officers or other qualified personnel required to operate its business. Failure to do so could have a material adverse effect on the Company and its prospects.
Fluctuating Mineral Prices and Marketability of Minerals
The market price of any mineral is volatile and affected by many factors beyond the Company's control, including but not limited to: international supply and demand, consumer product demand levels, international economic trends, commodity prices, operations costs, variations in mineral grade, fluctuations in the market price of minerals, currency exchange rate fluctuations, the level of interest rates, the rate of inflation, global or regional political events, and international events as well as a range of other market forces. Depending on the price of certain minerals, the Company may determine that it is impractical to continue its mineral exploration or development operations, if any. Sustained downward movements in mineral market prices could render less economic, or uneconomic, some or all of the mineral extraction and/or exploration activities to be undertaken by the Company. The marketability of minerals is affected by factors such as government regulation of mineral prices, royalties, allowable production, and the importation and exportation of minerals, the effect of which cannot be accurately predicted. There is no assurance that a profitable market will exist for the sale of minerals found, if any, on the Company’s properties.
No Mineral Reserves or Mineral Resources
Mineral resources are estimates of the size and grade of deposits based on limited sampling and on certain assumptions and parameters. No assurance can be given that the anticipated tonnages and grades will be achieved or realized. Prolonged declines in the market price of silver, copper, lead or zinc may render mineral resources containing relatively lower grades of mineralization uneconomic and could materially reduce any estimate of resources. Should such declines occur, the Company could be required to take a material write-down of its investment in mining properties or the development of new projects, resulting in increased net losses.
Environmental Risks
All phases of the mining business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of international conventions, local laws, and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with mining operations. The legislation also requires that operations be operated, maintained, abandoned, and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material.
Management’s Discussion and Analysis (continued)
Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability, and potentially increased capital expenditures and operating costs.
Governmental Regulations and Processing Licenses and Permits
The activities of the Company are subject to government approvals, various laws governing prospecting, development, land resumptions, production taxes, labour standards, and occupational health, mine safety, toxic substances, and other matters. Although the Company believes that its activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted, or that existing rules and regulations will not be applied in a manner, which could limit or curtail production or development. Amendments to current laws and regulations governing operations and activities of exploration and mining, or more stringent implementation thereof, could have a material adverse impact on the business, operations, and financial performance of the Company. Further, the mining licenses and permits issued in respect of its projects may be subject to conditions which, if not satisfied, may lead to the revocation of such licenses. In the event of revocation, the value of the Company's investments in such projects may decline.
Conflicts of Interest
Certain directors and officers of the Company will be engaged in, and will continue to engage in, other business activities on their own behalf and on behalf of other companies (including mineral resource companies) and, as a result of these and other activities, such directors and officers of the Company may become subject to conflicts of interest. The Business Corporations Act of British Columbia ( BCBCA ) provides that in the event that a director has a material interest in a contract or proposed contract or agreement that is material to the issuer, the director shall disclose his interest in such contract or agreement and shall refrain from voting on any matter in respect of such contract or agreement, subject to and in accordance with the BCBCA. To the extent that conflicts of interest arise, such conflicts will be resolved in accordance with the provisions of the BCBCA.
Markets for Securities
There can be no assurance that an active trading market in the Company’s shares will be established and sustained. The market price for the Company’s shares could be subject to wide fluctuations. Factors such as commodity prices, government regulation, interest rates, share price movements of the Company's peer companies and competitors, as well as overall market movements, may have a significant impact on the market price of the securities of Company. The stock market has from time-to-time experienced extreme price and volume fluctuations, particularly in the mining sector.
Uninsurable Risks
Exploration, development, and production operations on mineral properties involve numerous risks, including unexpected or unusual geological operating conditions, rock bursts, cave-ins, fires, floods, earthquakes, and other environmental occurrences. It is not always possible to obtain insurance against all such risks, and the Company may decide not to insure against certain risks as a result of high premiums or other reasons. Should such liabilities arise, they could have an adverse impact on the Company's results of operations and financial condition and could cause a decline in the value of the Company’s shares. The Company does not intend to maintain insurance against environmental risks.
14. APPROVAL
The Board of Directors of the Company has approved the disclosure contained in this MD&A.
Management’s Discussion and Analysis (continued)
15. FORWARD LOOKING INFORMATION
This MD&A is based on a review of the Company’s operations, financial position, and plans for the future based on facts and circumstances as of March 17, 2026.
Statements contained in this news release that are not historical facts are "forward-looking information" or “forward looking statements” (collectively Forward-Looking Information ) as such term is used in applicable Canadian securities laws. Forward-Looking Information includes, but is not limited to, disclosure regarding the acquisition of the Glenburgh and Mt Egerton projects as well as certain tenements adjacent thereto and the anticipated benefits thereof, planned exploration and related activities on the Glenburgh and Mt Egerton projects and the anticipated timing of completion of both acquisitions. In certain cases, Forward-Looking Information can be identified by the use of words and phrases or variations of such words and phrases or statements such as “anticipates”, “complete”, “become”, “expects”, “next steps”, “commitments” and “potential”, in relation to certain actions, events or results “could”, “may”, “will”, “would”, be achieved. In preparing the Forward-Looking Information in this news release, the Company has applied several material assumptions, including, but not limited to, that all requisite approvals in respect of the both acquisitions will be received, and all conditions precedent to completion of the acquisitions will be satisfied, in a timely manner; the Company will be able to raise additional capital as necessary; the current exploration, development, environmental and other objectives concerning the Company’s Projects (including Glenburgh and Mt Egerton) can be achieved; and the continuity of the price of gold and other metals, economic and political conditions, and operations.
Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate include, but are not limited to, the risk that any of the assumptions referred to prove not to be valid or reliable, that occurrences such as those referred to above are realized and result in delays, or cessation in planned work, that the Company's financial condition and development plans change, and delays in regulatory approval, as well as the other risks and uncertainties applicable to the Company as set forth in the Company's continuous disclosure filings filed under the Company's profile at and www.asx.com.au. Accordingly, readers should not place undue reliance on Forward-Looking Information. The Forward-looking information in this news release is based on plans, expectations, and estimates of management at the date the information is provided and the Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.
16. COMPETENT PERSON’S STATEMENT
Competent Person’s Statement (JORC Code)
The Mineral Resource Estimates for the Eastmain Project and the Glenburgh and Mt Egerton Projects were previously reported in accordance with Listing Rule 5.8 on 24 May 2023 and 6 November 2024, respectively. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcements and confirms that all material assumptions and technical parameters underpinning the Estimates continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcements.
The information in this announcement that relates to historical exploration results was first reported to the ASX in accordance with ASX Listing Rule 5.7 on the dates identified throughout this announcement. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcements.
Management’s Discussion and Analysis (continued)
Qualified Person’s Statement (NI 43-101)
The disclosure of scientific or technical information in this report is based on, and fairly represents, information compiled by Mr Mark Lynch-Staunton, who is a Qualified Person as defined by NI 43-101 and a Member of Australian Institute of Geoscientists (AIG) (Membership ID: 6918). Mr Lynch-Staunton has reviewed and approved the technical information in this news release. Mr Lynch-Staunton owns securities in Benz Mining Corp.
Historical Mineral Resource Estimates
All mineral resource estimates in respect of the Glenburgh and Mt Egerton Projects in this news release are considered to be “historical estimates” as defined under NI 43-101- Standards of Disclosure for Mineral Projects ( NI 43-101 ). These historical estimates are not considered to be current and are not being treated as such. These estimates have been prepared in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia ( JORC Code ) and have not been reported in accordance with NI 43-101. A qualified person (as defined in NI 43-101) ( Qualified Person ) has not done sufficient work to classify the historical estimates as current mineral resources. A Qualified Person would need to review and verify the scientific information and conduct an analysis and reconciliation of historical data in order to verify the historical estimates as current mineral resources.
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