Cameo Resources Inc. — M&A Activity 2025

Oct 29, 2025

FORM 51-102F4
BUSINESS ACQUISITION REPORT

Item 1 Identity of Company

1.1 Name and Address of Company

Cameo Resources Inc. (the “Company” or “Cameo”)
5623 145A Street
Surrey, British Columbia
V3S 8E3

1.2 Executive Officer

Souhail Abi Farrage, President and Chief Executive Officer
(800) 325-1308

Item 2 Details of Acquisition

2.1 Nature of Business Acquired

Cameo entered into an arms-length Securities Exchange agreement dated April 29, 2025 with 1154308 B.C. Ltd. (“PrivCo”), a private British Columbia incorporated company to acquire all of the shares of PrivCo. The only asset of Privco is an option to acquire 100% right, title and interest in the Katoro Gold Properties (the “Properties”) located in the Geita region of Tanzania, consisting of 12.52 square kilometers. The option price was originally US $500,000, but on August 8, 2025 the option price was amended to US $200,000, with payments of US $100,000 on or before September 1, 2026 and the second payment of US $100,000 on or before September 1, 2027. (the “Transaction”).

2.2 Date of Acquisition

June 5, 2025.

2.3 Consideration

In the Securities Exchange Agreement provides for the purchase of all of the securities of PrivCo that are owned by the PrivCo shareholders at the time of closing. Cameo has issued to the former shareholders of PrivCo 13,000,000 common shares at a deemed price of $0.075 per share to acquire 100% of all outstanding shares of PrivCo and the Katoro Gold property rights contained within PrivCo. Total aggregate consideration in Canadian dollars was $975,000. Upon completion of the Transaction, Cameo will have 42,040,000 common

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shares issued and outstanding with the shareholders of PrivCo shareholders holding approximately 30.92% of the common shares of Cameo. No single shareholder of PrivCo owns in excess of 10% of the issued and outstanding shares of Cameo.

No finder’s fee was paid in this transaction

2.4 Effect on Financial Position

No cash was paid as part of the consideration.

Increases the total number of shares outstanding in the Cameo Resources Inc. as of the acquisition date to 42,040,001, and increased shareholder equity by $975,000.

Cameo obtained a property option, the options payments being US$100,000 on or before each of September 1, 2026 and September 1, 2027.

2.5 Prior Valuations

No valuation opinion has been obtained within the last 12 months by Cameo or PrivCo, nor was a valuation opinion required by securities laws or exchange rules to support the consideration paid by Cameo for PrivCo.

2.6 Parties to Transaction

The Transaction was not with an “informed person” (as such term is defined in Section 1.1 of National Instrument 51-102 Continuous Disclosure Obligations), associate or affiliate of Cameo.

2.7 Date of Report

This report is dated October 27, 2025.

Item 3 Financial Statements and Other Information

The following financial statements are included as part of this Business Acquisition Report:

(a) the audited annual financial statements of PrivCo as at August 31, 2025, together with the notes thereto and the auditors’ report¹ thereon are attached as Schedule “A”;

¹ PrivCo auditors for the financial year ended August 31, 2025 were Shim & Associates LLP.

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3

SCHEDULE "A"

AUDITED ANNUAL CONSOLIDATED FINANCIAL STATEMENTS OF 1154308 B.C. LTD.

FOR THE YEAR ENDED AUGUST 31, 2025

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1154308 B.C. Ltd.

Financial Statements

For the years ended August 31, 2025 and 2024

(Expressed in Canadian Dollars)

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SHIM

SHIM & Associates LLP
Chartered Professional Accountants
Suite 900 – 777 Hornby Street
Vancouver, B.C. V6Z 1S4
T: 604 559 3511 | F: 604 559 3501

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of 1154308 B.C Ltd.

Opinion

We have audited the financial statements of 1154308 B.C Ltd. (the "Company"), which comprise the statements of financial position as at August 31, 2025 and 2024, and the statements of loss and comprehensive loss, statements of changes in equity (deficiency) and statements of cash flows for the years then ended, and notes to the financial statements, including material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at August 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB").

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 2 of the financial statements, which indicates that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Except as described in the Material Uncertainty Related to Going Concern section, we have determined that there are no key audit matters to communicate in our auditor's report.

Other Information

Management is responsible for the other information. The other information comprises the information included in the Management's Discussion and Analysis, but does not include the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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SHIM & Associates LLP
Chartered Professional Accountants

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as issued by the IASB, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Dong H. Shim.

SHIM & Associates LLP

CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, Canada
27 October 2025

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1154308 B.C. Ltd.
Statements of Financial Position
As at August 31, 2025 and 2024
(Expressed in Canadian dollars)

	August 31, 2025	August 31, 2024
ASSETS	$	$
CURRENT ASSETS
Cash	171	-
TOTAL ASSETS	171	-
LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Shareholder loan (Note 5)	295	-
TOTAL LIABILITIES	295	-
SHAREHOLDERS’ DEFICIT
Share capital	175	20
Subscriptions receivable	-	(20)
Accumulated deficit	(299)	-
TOTAL SHAREHOLDERS’ DEFICIT	(124)	-
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	171	-

Nature and continuance of operations (Note 1)

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

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1154308 B.C. Ltd.
Statements of Loss and Comprehensive Loss
For the years ended August 31, 2025 and 2024
(Expressed in Canadian dollars)

	August 31, 2025	August 31, 2024
	$	$
OPERATING EXPENSES
General and administrative	299	-
NET LOSS AND COMPREHENSIVE LOSS	(299)	-
NET LOSS PER COMMON SHARE – BASIC AND DILUTED	(0.01)	-
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED	21,630	20

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

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1154308 B.C. Ltd.

Statement of Changes in Shareholders' Deficit

For the years ended August 31, 2025 and 2024

(Expressed in Canadian dollars)

	Common Stock		Accumulated Deficit	Total
	Number of shares	Amount
		$	$	$
Balance, August 31, 2023 and 2024	200	20	-	20
Common shares issued for cash	51,800	155	-	155
Net loss for the year	-	-	(299)	(299)
Balance, August 31, 2025	52,000	175	(299)	(124)

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

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1154308 B.C. Ltd.
Statements of Cash Flows
For the years ended August 31, 2025 and 2024
(Expressed in Canadian dollars)

	August 31, 2025	August 31, 2024
	$	$
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	(299)	-
NET CASH USED IN OPERATING ACTIVITIES	(299)	-
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from a related party	295	-
Proceeds from sale of common shares	155	-
Share subscriptions received	20	-
NET CASH PROVIDED BY FINANCING ACTIVITIES	470	-
NET INCREASE IN CASH	171	-
CASH, BEGINNING OF YEAR	-	-
CASH, END OF YEAR	171	-
Cash paid during the period for:
Interest	-	-
Income taxes	-	-

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

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1154308 B.C. Ltd.

Notes to Financial Statements

For the years ended August 31, 2025 and 2024

(Expressed in Canadian dollars)

NOTE 1 – NATURE AND CONTINUANCE OF OPERATIONS

1154308 B.C. Ltd. was incorporated in the province of British Columbia as a holding Company on February 26, 2018. The Company sat dormant with no activities until March 18, 2025 (inception) at which time the Company entered into to a Mining Claims Purchase Agreement on April 25, 2025 for a property in Tanzania. (Note 3).

Going concern

These financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operation. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. During the year ended August 31, 2025, the Company has not generated any revenues and has negative cash flow from operations. As at August 31, 2025, the Company had an accumulated deficit of $299 (August 31, 2024 - $Nil). The Company’s continuation as a going concern is dependent upon its ability to identify, evaluate and negotiate an acquisition of, a participation in or an interest in properties, assets or businesses. Such an acquisition will be subject to regulatory approval and may be subject to shareholder approval. In order to continue as a going concern and meet its corporate objectives, the Company will require additional financing through debt or equity issuances or other available means. There is no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be on terms of advantageous to the Company. The Company may require additional financing to meet its projected minimum financial obligations for the next fiscal year. The Company is aware, in making its assessment, of material uncertainties which may cast significant doubt on the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence, and such adjustments may be material.

NOTE 2 – BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICY INFORMATION

Statement of compliance

These financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“ISAB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). These financial statements were authorized for issue by the board of Directors on October 27, 2025.

Basis of measurement

These financial statements have been prepared on an historical cost basis, except for financial instruments classified as financial instruments at fair value through profit or loss, which are stated at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information.

Functional and presentation currency

These financial statements are presented in Canadian dollars, which is the Company’s functional currency.

Use of estimates and judgments

The preparation of financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the period. Significant areas requiring the use of management estimates relate to the assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty. Actual results could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about the significant judgements, estimations and assumptions that have the most significant effect on the recognition and measurement of assets, liabilities, income and expenses are discussed below.

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1154308 B.C. Ltd.

Notes to Financial Statements

For the years ended August 31, 2025 and 2024

(Expressed in Canadian dollars)

NOTE 2 – BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Going concern

The assessment of the Company’s ability to execute its strategy by funding future working capital requirements involves judgement. Further information regarding going concern issues are outlines above.

Provisions and contingent liabilities

Judgments are made as to whether a past event has led to a liability that should be recognized in the consolidated financial statements or disclosed as a contingent liability. Quantifying any such liability often involves judgments and estimations. These judgments are based on a number of factors including the nature of the claims or dispute, the legal process and potential amount payable, legal advice received, previous experience and the probability of a loss being realized. Several of these factors are a source of estimation uncertainty.

Financial instruments – recognition and measurement

(i) Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics.

Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

Cash and accounts payable are classified at amortized cost.

(ii) Measurement

Financial assets and liabilities at amortized cost

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

Financial assets and liabilities at FVTPL

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

(iii) Derecognition

Financial assets

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

Financial liabilities

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

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

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1154308 B.C. Ltd.

Notes to Financial Statements

For the years ended August 31, 2025 and 2024

(Expressed in Canadian dollars)

2. BASIS OF PREPARATION AND MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Loss per share

Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding during the period. The dilutive effect of outstanding options and warrants and their equivalents are reflected in diluted earnings per share. The computation of diluted earnings per share assumes conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on earnings per share.

Basic loss per share is calculated using the weighted-average number of shares outstanding during the period. Outstanding common shares that are contingently cancelable are excluded from the weighted average number of shares outstanding.

Income taxes

Income taxes are recognized for the estimated taxes payable for the current period, and deferred taxes are recognized for temporary differences between the tax and accounting bases of assets and liabilities, and for the benefit of losses available to be carried forward for tax purposes that are more likely than not to be realized. To the extent that the Company does not consider it more likely than not that a deferred tax asset will be recovered, it provides a valuation allowance against the excess. Deferred tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply in the years in which the temporary differences are expected to be recovered or settled.

Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control, related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Recent accounting pronouncements

Certain new accounting standards, amendments to standards and interpretations Certain new accounting standards, amendments to standards and interpretations have been issued, effective for annual periods beginning on or after August 31, 2025. These standards have been assessed to not have a significant impact on the Company's financial statements.

3. EXPLORATION AND EVALUATION PROPERTY

Katoro Gold Properties Sale

On April 25, 2025, the Company entered into an option agreement with a vendor who has an option (the "Option") to acquire an undivided 100% interest in the Katoro Gold Properties located in Tanzania and certain books and records and intellectual property and mining rights relating to or used in connection therewith (the "Katoro Properties"). On August 8, 2025, the Company entered into an amended agreement and the Company is to make the following cash payments to the vendor under the amended terms to acquire the Option:

• US$100,000 September 1, 2026;
• US$100,000 on or before September 1, 2027;

As of August 31, 2025, no payment were made regarding to the option agreement.

On April 29, 2025, the Company entered into a Share Exchange Agreement with Cameo Resources Inc. ("Cameo") whereby Cameo bought 100% interest in the Company, and the option agreement related to the Katoro Properties, by issuing 13 million shares of Cameo.

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1154308 B.C. Ltd.

Notes to Financial Statements

For the years ended August 31, 2025 and 2024

(Expressed in Canadian dollars)

4. SHARE CAPITAL

Authorized

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

Issued

During the period ended August 31, 2025, the Company issued a total of 51,800 common shares at a price of $0.003 per share for gross proceeds of $155.

5. RELATED PARTIES

The Company considers officers and members of the Board of Directors as related parties. There were no related party transactions for the years ended August 31, 2025 and 2024, and there were no payments to key management personnel.

During the year ended August 31, 2025, a shareholder of the Company provided a loan of USD$200 (2024 - $Nil) and a loan of $25 (2024 - $Nil) to the Company. The loans are unsecured, bears no interest and due on demand.

6. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The following provides an analysis of financial instruments that are measured, subsequent to initial recognition, at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:

Level 1 – quoted prices in active markets for identical investments

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the investment, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

Level 3 – inputs for the investments that are not based on observable market data

The level in the fair value hierarchy within which the financial asset or financial liability is categorized is determined on the basis of the lowest level of input that is significant to the fair value measurement.

As at August 31, 2025, the Company’s financial instruments comprised of cash and accounts payable. The fair value of these financial instruments approximates their carrying value due to their short-term maturity.

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

Credit risk

Financial instruments that potentially subject the Company to credit risk consist of cash. The Company deposits cash with high credit quality financial institution. The Company believes it has no significant credit risk.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company is currently not subject to any significant liquidity risk as the Company’s liabilities is a shareholder loan and the shareholder has been providing advances as necessary.

The Company is not subject to any other market risks, including interest rate risk, currency risk and commodity price risk.

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1154308 B.C. Ltd.

Notes to Financial Statements

For the years ended August 31, 2025 and 2024

(Expressed in Canadian dollars)

7. CAPITAL MANAGEMENT

The Company's objectives when managing capital are to maintain a strong capital base in order to advance the Company's corporate strategies to create long term value for its stakeholders and to sustain the Company's operations in economic cycles. The Company manages its capital in order to maintain flexibility and respond to changes in economic and/or marketplace conditions. In order to increase shareholder value, the Company may adjust its capital structure by issuing new shares, purchasing shares for cancellation, raising debt or declaring and paying dividends.

Capital is comprised of the Company's shareholders' equity and any debt that it may issue. As at August 31 2025, the Company's shareholders' deficit was $299. The Company is not subject to externally imposed capital requirements and there were no changes in capital management for the year ended August 31, 2025.

8. INCOME TAXES

Income tax reconciliation

The Company's income tax provision differs from that which would be expected from applying the combined effective Canadian federal and provincial income tax rates of 27% to the net loss before income taxes as follows:

	June 30, 2025	June 30, 2024
	$	$
Net loss for the year	(299)	-
Expected income tax recovery	(81)	-
Change in unrecognized tax benefits	81	-
Income tax recovery	-	-

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

	2025	2024
	$	$
Non-capital losses	81	-
Deferred tax assets not recognized	(81)	-
	-	-

As at August 31, 2025 the Company has accumulated non-capital losses of approximately $299 which may be deducted in the calculation of taxable income in future years. The losses expire in 2045.