Carlyle Commodities Corp. — Interim / Quarterly Report 2025

Jul 31, 2025

CARLYLE

COMMODITIES

Condensed Consolidated Interim Financial Statements (Unaudited)
(Expressed in Canadian Dollars, unless otherwise noted)

For the three months ended May 31, 2025 and 2024

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Table of Contents

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION 4
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS 5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY 6
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS 7
NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN 8
NOTE 2 - BASIS OF PREPARATION 8
NOTE 3 - MATERIAL ACCOUNTING POLICY INFORMATION 10
NOTE 4 - PREPAID EXPENSES AND DEPOSITS 10
NOTE 5 - EXPLORATION AND EVALUATION ASSETS 10
NOTE 6 - LOAN PAYABLE 14
NOTE 7 - SHARE CAPITAL 14
NOTE 8 - RESERVES 15
NOTE 9 - RELATED PARTY TRANSACTIONS AND BALANCES 17
NOTE 10 - FINANCIAL INSTRUMENTS 18
NOTE 11 - SEGMENT REPORTING 20
NOTE 12 - EVENTS AFTER REPORTING PERIOD 20

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NOTICE TO READER

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the interim financial statements have not been reviewed by an auditor.

The accompanying unaudited interim financial statements of the Company have been prepared by and are the responsibility of the Company's management. The Company's independent auditor has not performed a review of these interim financial statements in accordance with standards established by the Canadian Institute of Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.

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CARLYLE COMMODITIES CORP.

Condensed Consolidated Interim Statements of Financial Position (Unaudited)

As of May 31, 2025 and February 29, 2025

Expressed in Canadian Dollars

As at	Notes	May 31 2025	February 28, 2025
ASSETS
Current
Cash		$ 286,591	$ 11,984
Receivables	9	22,902	25,920
Loan receivable	9	2,500	2,500
Prepaid expenses and deposits	4	101,000	114,417
Assets held for sale	5	1,458,271	1,946,438
Total current assets		1,871,264	2,101,259
Non-current assets
Restricted cash	5	40,000	40,000
Equipment		1,561	1,662
Deferred transaction costs	5	29,393	20,141
Exploration and evaluation assets	5	634,939	634,939
TOTAL ASSETS		$ 2,577,157	$ 2,798,001
LIABILITIES
Current liabilities
Trade payables and accrued liabilities	9	$ 761,149	$ 671,761
Loans payable	6	-	40,000
Total liabilities		$ 761,149	$ 711,761
SHAREHOLDERS' EQUITY
Share capital	7	$ 21,479,992	$ 21,479,992
Reserves	8	3,804,785	3,804,785
Accumulated deficit		(23,468,769)	(23,198,537)
Total shareholders' equity		$ 1,816,008	$ 2,086,240
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$ 2,577,157	$ 2,798,001

Events after reporting period (Note 12)
Approved on behalf of the Board of Directors on July 30, 2025

"Morgan Good"
Director

"Leighton Bocking"
Director

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

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CARLYLE COMMODITIES CORP.

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss (Unaudited)

For the Three Months Ended May 31, 2025 and 2024

Expressed in Canadian Dollars except number of shares

For the three-months ended	Notes	May 31, 2025	May 31, 2024
General and administrative expenses
Bank and interest charges		$ 1,978	$ 537
Consulting fees	9	32,000	96,682
Depreciation		101	136
Investor relations		26,457	27,888
Management fees	9	81,375	79,347
Office costs		5,081	4,515
Professional fees		28,257	10,456
Share-based payments	8,9	-	52,193
Transfer agent and filing fees		6,370	3,928
Travel and entertainment		446	2,151
Total general and administrative expenses		$ (182,065)	$ (277,833)
Other income (expenses)
Loss on debt and trade payables settlement	7	-	(595)
Revaluation of assets held for sale	5	(88,167)	-
Flow-through premium recovery	7	-	4,815
Net loss and comprehensive loss		$ (270,232)	$ (273,613)
Basic and diluted loss per common share		$ (0.00)	$ (0.01)
Weighted average number of common shares outstanding – basic and diluted		91,180,089	47,795,265

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

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CARLYLE COMMODITIES CORP.

Condensed Consolidated Interim Statements of Changes in Equity (Unaudited)

For the Three Months Ended May 31, 2025 and 2024

Expressed in Canadian Dollars except number of shares

	Number of shares	Share capital	Reserves	Accumulated Deficit	Total shareholders' equity
Balance - February 29, 2024	46,962,139	$ 20,436,920	$ 3,749,948	$ (17,928,122)	$ 6,258,746
Units issued in private placements	2,400,000	96,000	24,000	-	120,000
Finders' warrants issued	-	-	2,555	-	2,555
Share issuance costs	-	(5,244)	(1,311)	-	(6,555)
Stock options exercised	500,000	53,597	(26,097)	-	27,500
Shares issued to settle trade payables	147,619	8,095	-	-	8,095
Share-based payments	-	-	52,193	-	52,193
Loss and comprehensive loss	-	-	-	(273,613)	(273,613)
Balance - May 31, 2024	50,009,758	$ 20,589,368	$ 3,801,288	$ (18,201,735)	$ 6,188,921
Balance - February 28, 2025	91,180,089	$ 21,479,992	$ 3,804,785	$ (23,198,537)	$ 2,086,240
Loss and comprehensive loss	-	-	-	(270,232)	(270,232)
Balance - May 31, 2025	91,180,089	$ 21,479,992	$ 3,804,785	$ (23,468,769)	$ 1,816,008

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

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7 | The accompanying notes are an integral part of these condensed consolidated interim financial statements

CARLYLE COMMODITIES CORP.

Condensed Consolidated Interim Statements of Cash Flows (Unaudited)

For the Three Months Ended May 31, 2025 and 2024

Expressed in Canadian Dollars except otherwise noted

For the three months ended	May 31, 2025	May 31, 2024
Cash (used in) provided by:
OPERATING ACTIVITIES
Loss for the period	$ (270,232)	$ (273,613)
Non-cash items:
Depreciation	101	136
Loss on settlement of trade payables	-	595
Flow-through premium income	-	(4,815)
Revaluation of assets held for sale	88,167	-
Share-based payments	-	52,193
Changes in non-cash working capital items
Receivables	3,018	(12,678)
Prepaid expenses and deposits	13,417	(47,917)
Trade payables and accrued liabilities	98,136	156,800
Net cash used in operating activities	$ (67,393)	$ (129,299)
INVESTING ACTIVITIES
Expenditures on exploration and evaluation assets	$ (18,000)	$ (32,751)
Proceeds of disposal on exploration and evaluation assets	400,000	-
Net cash provided by (used in) investing activities	$ 382,000	$ (32,751)
FINANCING ACTIVITIES
Proceeds from private placement	$ -	$ 120,000
Share issuance costs	-	(4,000)
Proceeds from stock options exercised	-	27,500
Loans issued	25,000	-
Loan repayments made	(65,000)	-
Net cash provided by (used in) financing activities	$ (40,000)	$ 143,500
Net increase (decrease) in cash in the period	$ 274,607	$ (18,550)
Cash – beginning of the period	$ 11,984	$ 102,056
Cash – end of the period	$ 286,591	$ 83,506

Supplemental cash flow information

For the three months ended	May 31, 2025	May 31, 2024
Loan receivable settled against trade payables	$ -	$ 50,000
Exploration and evaluation asset additions in trade payables	133,410	-
Deferred transaction costs in trade payables	29,393	-
Settlement of trade payables and debt through share issuance	-	8,095
Fair value of finders' warrants	-	2,555
Fair value of stock options reclassified from reserves on exercise	-	26,097

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CARLYLE COMMODITIES CORP.

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

For the Three Months Ended May 31, 2025 and 2024

Expressed in Canadian Dollars except otherwise noted

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN

Carlyle Commodities Corp. ("CCC", or the "Company") was incorporated on October 18, 2017 under the Business Corporations Act of British Columbia. The Company's head and registered office address is 1111 West Hasting Street, 15th Floor, Vancouver, BC. The Company's common shares trade on the Canadian Securities Exchange (the "CSE") under the stock symbol "CCC", on the Frankfurt Stock Exchange under the ticker "BJ4" and on the OTCQB Venture Market under the stock symbol "DLRYF". The Company's condensed consolidated interim financial statements include the financial statements of the following subsidiaries:

Company	Place of Incorporation	Effective Interest
BC Vanadium Corp. ("BCVC")	British Columbia	100%
WEM Western Energy Metals Ltd. ("WEM")	British Columbia	100%
ISAAC Newton Mining Corp. ("IMC")	British Columbia	100%
OWL Lake Mining Corp. ("OWL")	British Columbia	100%
Miramis Mining Corp. ("Miramis")	British Columbia	100%
Miramis Holding Corp. ("MHC")	British Columbia	100%

The principal business of the Company is the exploration and evaluation of mineral property interests. The success of the Company will be dependent on obtaining the necessary financing to evaluate and pursue these opportunities.

These condensed consolidated interim financial statements have been prepared with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. The Company is in the exploration stage and does not generate cash flows from operations or by raising funds through the sale of interests in its mineral properties. The Company's ability to continue in the normal course of operations is dependent on its ability to raise equity or debt financing or by raising funds through the sale of interests in its mineral properties. This indicates the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. These condensed consolidated interim financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations, these adjustments could be material.

NOTE 2 - BASIS OF PREPARATION

Statement of compliance

These condensed consolidated interim financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of condensed consolidated interim financial statements, including IAS 34, Interim Financial Reporting and interpretations of the IFRS Interpretations Committee ("IFRIC").

These condensed consolidated interim financial statements have been prepared on a historical cost basis. In addition, equity-classified share-based payment arrangements are measured at fair value at grant date pursuant to IFRS 2, Share-based Payment. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting except for cash flow information.

Use of Estimates and Critical Judgments

The condensed consolidated interim financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss, which are stated at their value. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting except for cash flow information.

Notes to the condensed consolidated interim financial statements

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CARLYLE COMMODITIES CORP.

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

For the Three Months Ended May 31, 2025 and 2024

Expressed in Canadian Dollars except otherwise noted

The preparation of these condensed consolidated interim financial statements in accordance with IFRS requires the Company to use judgment in applying its accounting policies and make estimates and assumptions about reported amounts at the date of the financial statements and in the future. The Company's management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.

Significant judgments used are as follows:

Going concern

The assessment of the Company's ability to continue as a going concern involves judgment based on historical experience. Significant judgments are used in the Company's assessment of its ability to continue as a going concern, which are described in Note 1, and recording deferred acquisition costs and acquisition costs payable pursuant to binding agreements.

Acquisition of subsidiary entities

Management determines whether assets acquired, and liabilities assumed constitute a business. A business consists of inputs and processes applied to those inputs that have the ability to create outputs. During the year ended February 28, 2025, the Company completed the acquisition of Miramis (note 5) and determined that the transaction did not qualify as a business combination under IFRS 3, "Business Combinations."

Deferred Income tax

The determination of income tax is inherently complex and requires making certain judgments about future events. While income tax filings are subject to audits and reassessments, the Company has adequately provided for all income tax obligations. However, changes in facts and circumstances as a result of income tax audits, reassessments, jurisprudence and any new legislation may result in an increase or decrease in our provision for income taxes.

Exploration and evaluation assets

The recognition of exploration and evaluation assets requires judgments regarding future recoverability and carrying cost. The cost model is utilized and the value of the exploration and evaluation assets is based on the acquisition expenditures incurred. At every reporting period, management assesses the potential impairment which involves assessing whether or not facts or circumstances exist that suggest the carrying amount exceeds the recoverable amount.

Disposal of project

Judgment is required in the determination of whether the disposal group's operations represent discontinued operations per IFRS 5 "Non-current Assets Held for Sale and Discontinued Operations." The Company determined that the disposal group met the criteria to be classified as held for sale but there were no discontinued operations (note 5).

Significant accounting estimates are used as follows:

Share-based payments

Share-based payments are subject to estimation of the value of the award at the date of grant using pricing models such as the Black-Scholes option valuation model. The option valuation model requires the input of highly subjective assumptions including the expected stock price volatility. Because the Company's stock options have characteristics significantly different from those of traded options and because the subjective input assumptions can materially affect the calculated fair value, such value is subject to measurement uncertainty.

Shares issued in non-cash transactions

The valuation of shares issued in non-cash transactions. Generally, the valuation of non-cash transactions is based on the value of the goods or services received. When this cannot be determined, it is based on the fair value of the non-cash consideration. When non-cash transactions are entered into with employees and those providing similar services, the non-cash transactions are measured at the fair value of the consideration given up using market prices.

Notes to the condensed consolidated interim financial statements

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CARLYLE COMMODITIES CORP.

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

For the Three Months Ended May 31, 2025 and 2024

Expressed in Canadian Dollars except otherwise noted

Basis of Consolidation

These condensed consolidated interim financial statements include the financial statements of the Company and its controlled and wholly owned subsidiaries Miramis, MHC, BCVC, WEM, IMC and OWL. Control is achieved where the Company has power over an entity, has exposure or rights to variable returns from its involvement with the entity and has the ability to use its power over the entity to affect the amount of the investor's returns. Subsidiaries are included in the condensed consolidated interim financial statements from the date control commences until the date control ceases. All inter-company balances and transactions have been eliminated on consolidation.

NOTE 3 – MATERIAL ACCOUNTING POLICY INFORMATION

The Company's accounting policies are the same as those applied to the Company's audited annual consolidated financial statements for the year ended February 28, 2025.

New IFRS pronouncements

IFRS 18 Presentation and disclosure in financial statements

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements ("IFRS 18") which introduces:

• new requirements on presentation within the statement of profit or loss;
• disclosure standards regarding management defined performance measures; and
• principles for aggregation and disaggregation of financial information in the financial statements and the notes.

IFRS 18 will be effective for annual reporting periods beginning on or after January 1, 2027 but companies can apply it earlier. IFRS 18 replaces IAS 1. It carries forward many requirements from IAS 1 unchanged. The Company is assessing the impact of the adoption of this standard.

NOTE 4 – PREPAID EXPENSES AND DEPOSITS

	May 31, 2025	February 28, 2025
Advertising and marketing	$ 100,000	$ 110,417
Insurance	1,000	4,000
Total prepaid expenses and deposits	$ 101,000	$ 114,417

NOTE 5 – EXPLORATION AND EVALUATION ASSETS AND ASSETS HELD FOR SALE

Quesnel Gold Project, British Columbia

During the year ended February 28, 2025, the Company entered into an option agreement with Divitiae Resources Ltd. to acquire a 100% interest in certain mining claims in the Quesnel Terrane in central British Columbia (the "Quesnel Gold Project"), subject to a 2% NSR royalty, 1% of which may be purchased for $1,000,000. To exercise the option, the Company:

a. made a cash payment of $15,000 within five days of the option agreement;
b. issued 2,000,000 common shares within five days from the date of the option agreement (issued with a value of $40,000 – Note 7); and
c. issued 2,000,000 common shares within 65 days from the date of the option agreement (issued with a value of $30,000 – Note 7).

10 | Notes to the condensed consolidated interim financial statements

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11 | Notes to the condensed consolidated interim financial statements

CARLYLE COMMODITIES CORP.

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

For the Three Months Ended May 31, 2025 and 2024

Expressed in Canadian Dollars except otherwise noted

Miramis Mining Corp amalgamation agreement, British Columbia

During the year ended February 28, 2025, the Company entered into an agreement with Miramis Mining Corp. ("Miramis"), whereby the Company amalgamated with Miramis and all of the issued and outstanding common shares of Miramis were exchanged for common shares of the Company on a one-to-one basis. Miramis, through its wholly owned subsidiary, MHC, currently holds an option to acquire a 100% interest in certain mineral claims comprising the Nicola East Property (subject to a 2% net smelter return royalty to be retained by the optionors), which is located 24 kilometers northeast of Merritt, BC.

The amalgamation with Miramis was completed on December 13, 2024, upon the issuance of 23,843,411 common shares of the Company to Miramis shareholders (Note 7). In connection with the amalgamation, the Company issued 460,800 warrants (Note 8) in replacement of warrants outstanding in Miramis as follows:

• 144,000 with an exercise price of $0.05 and maturity date of July 17, 2025;
• 257,600 with an exercise price of $0.05 and maturity date of November 23, 2025; and
• 59,200 with an exercise price of $0.05 and maturity date of December 25, 2025.

The Company has assessed that the amalgamation did not meet the definition of a Business Combination, as per IFRS 3, and was treated as an acquisition of exploration and evaluation assets.

Purchase price consideration
Value of 23,843,411 common shares issued at $0.015^{1}	$ 357,651
Fair value of 460,800 warrants issued^{2}	1,086
Transaction costs^{3}	110,399
	469,136
Assets and liabilities acquired
Cash	$ 58,708
Receivables	15,913
Loans receivable	52,500
Nicola East project	508,927
Trade payables and accrued liabilities	(166,912)
Total purchase price allocated	$ 469,136

1. Valued at the Company's weighted average share price the week before and after the date of closing.
2. Valued using the Black-Scholes model with the following weighted average inputs: stock price of $0.015, expected life of 0.84 yrs, volatility of 100%, and discount rate of 3.01%.
3. Primarily composed of legal fees related to the transaction.

Pursuant to the terms of the option agreement, Miramis may earn a 100% interest in the Nicola East Property by incurring eligible exploration expenditures of $150,000 by December 31, 2024, and $750,000 by December 31, 2025. As at December 31, 2024, an aggregate of $133,533 had been spent on the project and the optionor considered the first obligation satisfied.

Isaac Mining Corp amalgamation agreement, British Columbia

On December 16, 2020, the Company entered into an amalgamation agreement (the "Agreement") with Isaac Mining Corp. ("IMC"), a private British Columbia corporation, and 1269597 B.C. Ltd. ("NewCo"), a wholly-owned subsidiary of the Company.

IMC is a private British Columbia mineral exploration corporation which owns 100% of the Newton Gold Project (the "Newton Gold Project" or the "Project") located in the Clinton Mining Division of the Province of British Columbia. Under the Agreement, the Company is required to pay an annual advance royalty payment of $25,000 paid to IMC and AMARC Resources Ltd. relating to the 2% net smelter returns royalty (the "NSR"). The NSR can be purchased by the Company at any time for $2,000,000.

The Company deposited $40,000 with the Ministry of Energy, Mines and Low Carbon Innovation during the year ended February 28, 2022 as part of the exploration permit application requirement.

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CARLYLE COMMODITIES CORP.

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

For the Three Months Ended May 31, 2025 and 2024

Expressed in Canadian Dollars except otherwise noted

On May 23, 2025, the Company entered into a definitive agreement with Axcap Ventures Inc. ("Axcap") for the sale of the Company's Newton Gold Project. Pursuant to the agreement, the Company will sell a 100% interest in its Newton Gold project for the following consideration:

a) $100,000 upon the signing of the LOI (received);
b) $150,000 upon signing the definitive agreement (received);
c) $250,000 upon Axcap closing an equity financing at a price of $0.20 per security for proceeds not less than $4,000,000. In the event the financing is not closed, Axcap will pay $125,000 upon closing of the sale with an additional $125,000 to be paid within 90 days of closing (received);
d) 3,750,000 common shares and 500,000 warrants of Axcap upon closing of the sale, with each warrant exercisable for a period of three years at a price of $0.20 (received subsequent to period-end); and
e) shares of Axcap with a value of $1,250,000 calculated on the 20-day volume weighted average trading price of the Axcap shares on the Canadian Securities Exchange, on the date that is 12-months following the closing of the sale.

The shares issuable by Axcap subject to certain restrictions on resale. Of the initial 3,750,000 common shares granted upon closing, 25% will become freely tradable on each of the following dates: two months, four months, six months, and twelve months following the closing date. Additionally, the shares issuable twelve months from closing will be subject to further resale restrictions, with 25% of such shares becoming freely tradable on each of the following dates: four months, five months, six months, and seven months following their date of issuance.

Additionally, upon completion of certain milestones, as set forth below, Axcap will pay Carlyle the following consideration:

Milestone	Share Payment	Cash Payment
2,000,000 oz Au (Measured or Indicated Resource)	2,500,000 shares	$250,000
3,000,000 oz Au (Measured or Indicated Resource)	5,000,000 shares	$250,000
Completion of NI 43-101 Pre-Feasibility Study	5,000,000 shares	$500,000
Completion of Bankable Feasibility Study	10,000,000 shares	$1,000,000

Pursuant to the terms of the definitive agreement, the sale of the project closed subsequent to May 31, 2025, on June 3, 2025 (Note 12).

Management determined the proposed sale of Newton Gold Project meets the definition of assets held for sale in accordance with IFRS 5 "Non-current Assets Held for Sale and Discontinued Operations." Consequently, the value of the exploration and evaluation assets related to the Newton Gold Project were classified as a disposal group.

In accordance with IFRS 5, on the reclassification of disposal groups as assets held for sale, the Company remeasured the value of the project to fair value less costs of disposal estimated based on the expected proceeds of disposition and recognized an impairment of $4,470,959 to exploration and evaluation assets during the year ended February 28, 2025. During the period ended May 31, 2025, the Company recognized a loss of $88,167 (2024 - $nil) on the revaluation of assets held for sale.

Notes to the condensed consolidated interim financial statements

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CARLYLE COMMODITIES CORP.

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

For the Three Months Ended May 31, 2025 and 2024

Expressed in Canadian Dollars except otherwise noted

A reconciliation of assets held for sale as at May 31, 2025 and February 28, 2025 is as follows:

	May 31, 2025	February 28, 2025
Balance, Opening	$ 1,946,438	$ -
Reclassification from exploration and evaluation assets	-	1,946,438
Revaluation of assets held for sale	(88,167)	-
Expected proceeds on sale	1,858,271	1,946,438
Proceeds received in advance of close	(400,000)	-
Balance, Closing	$ 1,458,271	$ 1,946,438

A breakdown of assets held for sale as at May 31, 2025 is as follows:

Assets held for sale
Exploration and evaluation assets	$ 1,458,271
Total assets held for sale	$ 1,458,271

The Company determined expected proceeds as follows:

Expected proceeds on disposal
Cash	$ 400,000
Common shares – date of closing^{1}	501,570
Warrants^{2}	74,846
Common shares – 12 months from closing^{3}	911,855
Disposal Costs^{4}	(30,000)
Total expected proceeds on disposal	$ 1,858,271

1. Valued using the February 28, 2025 closing price of Axcap with a discount applied for lack of marketability ("DLOM") resulting from the resale restrictions calculated using the Finnerty model.
2. Calculated using the Black-Scholes model using the following assumptions: stock price of $0.16, expected life of 3 yrs, volatility of 217.22%, and risk free interest rate of 2.6%.
3. Valued using the February 28, 2025 closing price of Axcap, with a DLOM (calculated using the Finnerty model) to account for the restrictions on resale and present valued at a cost of equity to account for the fact that these shares will only be received in 12 months following the closing of the sale.
4. As at February 28, 2025, the Company had recognized $29,363 in deferred transaction costs related to the disposal of the project. The Company estimates total disposal costs to be $30,000.

No value has been attributed to the milestone payments as the Company believes collection on these amounts to be remote.

13 | Notes to the condensed consolidated interim financial statements

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CARLYLE COMMODITIES CORP.

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

For the Three Months Ended May 31, 2025 and 2024

Expressed in Canadian Dollars except otherwise noted

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

	Newton	Quesnel	Nicola East	Total
Acquisition costs:
Balance, February 29, 2024	$ 4,682,993	$ -	$ -	$ 4,682,993
Additions	25,000	85,000	508,927	618,927
Proceeds of disposal	(100,000)	-	-	(100,000)
Impairment	(4,470,959)	-	-	(4,470,959)
Reclassified to assets held for sale	(137,034)	-	-	(137,034)
Balance, February 28, 2025 and May 31, 2025	$ -	$ 85,000	$ 508,927	$ 593,927
Exploration costs:
Balance, February 29, 2024	$ 1,747,753	$ -	$ -	$ 1,747,753
Targeting, planning and logistics	6,633	600	-	7,233
Equipment rental	6,075	4,250	-	10,325
Field personnel	43,148	22,174	-	65,322
Assaying	3,081	3,734	-	6,815
Fuel	702	1,723	-	2,425
Consumables	-	70	-	70
Travel and meals	225	6,370	-	6,595
Project management	1,787	2,091	-	3,878
Reclassified to assets held for sale	(1,809,404)	-	-	(1,809,404)
Balance, February 28, 2025 and May 31, 2025	$ -	$ 41,012	$ -	$ 41,012
Balance, February 28, 2025	$ -	$ 126,012	$ 508,927	$ 634,939
Balance, May 31, 2025	$ -	$ 126,012	$ 508,927	$ 634,939

NOTE 6 – LOAN PAYABLE

During the three months ended May 31, 2025, the Company received a loan of $25,000 from a Company related an officer and director (Note 9). The loan bore interest at 7% per annum and had a maturity of May 6, 2026. During the period ended May 31, 2025, the loan, inclusive of $115 in interest, was fully repaid.

During the year ended February 28, 2025, the Company received a loan of $40,000. The loan bore interest at 2.5% per annum and had a maturity of January 7, 2026. During the period ended May 31, 2025, the loan, inclusive of $386 in interest, was fully repaid.

NOTE 7 – SHARE CAPITAL

Authorized

Unlimited number of common shares without par value.

Issued Share Capital

The Company did not issue any shares during the three months ended May 31, 2025.

Notes to the condensed consolidated interim financial statements

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CARLYLE COMMODITIES CORP.

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

For the Three Months Ended May 31, 2025 and 2024

Expressed in Canadian Dollars except otherwise noted

During the year ended February 28, 2025, the Company:

(a) Closed a non-brokered private placement by issuing 2,400,000 units at a price of $0.05 per unit for gross proceeds of $120,000. Each unit consists of one common share and one warrant, with each warrant entitling the holder to purchase one additional share at a price of $0.10 for a period of three years following the issuance. Using the residual value method, proceeds from the private placement of $24,000 were allocated to reserves.

The Company paid finders' fees of $4,000 and issued 80,000 finders' warrants, exercisable at a price of $0.05 each into 80,000 shares for a period of three years following the issuance, valued at $2,555. The finders' warrants were valued using the Black-Scholes pricing model with following assumptions: (i) share price of $0.04, (ii) expected life of three years, (iii) dividend yield of 0%, (iv) risk-free rate of 4.13%, and (v) expected volatility of 150.73%. In connection with the offering, the Company incurred additional closing costs of $7,182.

(b) Closed two tranches of a non-brokered private placement by issuing an aggregate of 8,725,000 units at a price of $0.04 per unit for gross proceeds of $349,000. Each unit consists of one common share and one warrant, with each warrant entitling the holder to purchase one additional share at a price of $0.10 for a period of three years following the issuance. Using the residual value method, no value was attributed to the warrants.

The Company paid finders' fees of $4,800 and issued 120,000 finders' warrants, exercisable at a price of $0.05 each into 120,000 shares for a period of three years following the issuance, valued at $3,847. The finders' warrants were valued using the Black-Scholes pricing model with following assumptions: (i) share price of $0.04, (ii) expected life of three years, (iii) dividend yield of 0%, (iv) risk-free rate of 3.78%, and (v) expected volatility of 152.02%. In connection with the offering, the Company incurred additional closing costs of $5,717.

(c) Issued an aggregate of 4,000,000 common shares valued at $70,000 pursuant to the Quesnel Gold Project option agreement (Note 5).

(d) Issued an aggregate of 23,843,411 common shares valued at $357,651 pursuant to the acquisition of Miramis Mining Corp. (Note 5).

(e) Issued an aggregate of 500,000 common shares for stock options exercised at an average price of $0.055 per common share for proceeds of $27,500. Upon exercise, $26,097 relating to the fair value of the stock options was reclassified from reserves to share capital.

(f) Issued 4,749,539 common shares valued at $142,178 to various Directors, Officers, and consultants to settle trade payables and accrued liabilities valued at $237,596. The Company recognized a gain on settlement of trade payables and accrued liabilities equal to $95,418 in the statement of loss.

NOTE 8 – RESERVES

Warrants

	Number of warrants	Weighted Average Exercise Price
Balance, February 29, 2024	27,855,657	$ 0.32
Issued	11,785,800	0.10
Expired	(550,400)	0.36
Balance, February 28, 2025	39,091,057	$ 0.25
Expired	(1,582,699)	2.00
Balance, May 31, 2025	37,508,358	$ 0.18

15 | Notes to the condensed consolidated interim financial statements

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CARLYLE COMMODITIES CORP.

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

For the Three Months Ended May 31, 2025 and 2024

Expressed in Canadian Dollars except otherwise noted

Warrants outstanding as of May 31, 2025 are as follows:

Expiry Date	Exercise Price, $	Outstanding warrants	Outstanding and exercisable
October 21, 2025	0.30	3,459,166	3,459,166
October 21, 2025	0.15	298,266	298,266
October 31, 2025	0.30	1,405,000	1,405,000
October 31, 2025	0.15	123,520	123,520
November 10, 2025	0.30	2,473,333	2,473,333
November 10, 2025	0.15	200,800	200,800
February 24, 2026	0.38	370,000	370,000
February 24, 2026	0.25	56,000	56,000
March 3, 2026	0.38	70,000	70,000
March 22, 2026	0.38	670,832	670,832
March 22, 2026	0.15	53,333	53,333
August 18, 2026	0.15	7,617,823	7,617,823
August 18, 2026	0.15	84,560	84,560
August 30, 2026	0.15	6,205,705	6,205,705
August 30, 2026	0.15	58,400	58,400
December 8, 2025	0.30	2,250,879	2,250,879
December 8, 2025	0.17	324,941	324,941
May 14, 2027	0.10	2,400,000	2,400,000
May 14, 2027	0.05	80,000	80,000
July 5, 2027	0.10	2,500,000	2,500,000
July 5, 2027	0.05	120,000	120,000
August 19, 2027	0.10	6,225,000	6,225,000
July 17, 2025	0.05	144,000	144,000
November 23, 2025	0.05	257,600	257,600
December 25, 2025	0.05	59,200	59,200
	0.18	37,508,358	37,508,358

The weighted average remaining contractual life of warrants, outstanding as of May 31, 2025 is 1.26 years (February 29, 2025 – 1.45 years).

Stock options

	Number of options	Weighted Average Exercise Price
Balance, February 29, 2024	7,980,000	$ 0.25
Granted	1,000,000	0.06
Cancelled	(300,000)	0.16
Exercised	(500,000)	0.06
Balance, February 28, 2025	8,180,000	$ 0.20
Cancelled	(600,000)	0.15
Exercised	(102,500)	1.50
Balance, May 31, 2025	7,477,500	$ 0.18

Notes to the condensed consolidated interim financial statements

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CARLYLE COMMODITIES CORP.

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

For the Three Months Ended May 31, 2025 and 2024

Expressed in Canadian Dollars except otherwise noted

The Company did not grant any stock options during the period ended May 31, 2025 (year ended February 28, 2025 – 1,000,000 granted). The weighted average fair value of incentive stock options granted during the three months ended May 31, 2025, was $nil (year ended February 28, 2025 - $0.05). The weighted average fair value of share price at the time of exercise during the three months ended May 31, 2025, was $nil (year ended February 28, 2025 - $0.07). Total share-based payments recognized for the three months ended May 31, 2025 was $nil (2024 - $52,193) and classified as expense in profit or loss.

The fair value of incentive stock options at the date of grant was estimated using the Black-Scholes Option Pricing Model using the following weighted average assumptions:

	May 31, 2025	February 28, 2025
Weighted average exercise price	$ N/A	$ 0.055
Risk-free interest rate	N/A	3.58%
Expected life (years)	N/A	5.00
Expected volatility	N/A	171%
Expected dividends	N/A	0%
Forfeiture rate	N/A	0%

Stock options outstanding and exercisable as of May 31, 2025 are as follows:

Expiry Date	Exercise Price, $	Outstanding options	Outstanding and exercisable
February 19, 2026	1.40	127,500	127,500
November 14, 2027	0.22	1,300,000	1,300,000
January 11, 2028	0.31	1,000,000	1,000,000
January 27, 2028	0.33	150,000	150,000
March 22, 2028	0.15	1,200,000	1,200,000
September 12, 2028	0.13	1,400,000	1,400,000
October 18, 2028	0.17	300,000	300,000
January 22, 2029	0.09	1,500,000	1,500,000
April 4, 2029	0.06	500,000	500,000
	0.18	7,477,500	7,477,500

The weighted average remaining contractual life of stock options outstanding and exercisable as of May 31, 2025 is 3.03 years (February 28, 2025 – 3.24 years).

NOTE 9 – RELATED PARTY TRANSACTIONS AND BALANCES

Key management personnel compensation

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company defines key management personnel as being the directors and key officers.

The compensation awarded to key management personnel is as follows:

For the three months ended		May 31, 2025	May 31, 2024
Management fees	$	81,375	79,348
Consulting fees		7,500	7,500
Exploration costs		-	17,381
Total compensation	$	88,875	104,229

Notes to the condensed consolidated interim financial statements

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CARLYLE COMMODITIES CORP.
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
For the Three Months Ended May 31, 2025 and 2024
Expressed in Canadian Dollars except otherwise noted

Due to and from related parties

As of May 31, 2025, $230,7621 (February 28, 2025 - $164,213) was included in trade payables and accrued liabilities for fees owed to related parties, the amounts owing are non-interest bearing and due on demand. During the year ended February 28, 2025, the Company entered into an agreement with a legal entity controlled by the CEO whereby a $50,000 loan receivable owing to the Company was applied against trade payables and accrued liabilities owing to the same legal entity.

During the year ended February 28, 2025, the Company settled an aggregate of $137,346 due to related parties through the issuance of 2,746,920 common shares valued at $80,408.

During the year ended February 28, 2025, the Company acquired Miramis (Note 5), a related party by way of common officers and directors. On the acquisition of Miramis, the Company acquired $2,500 in loans receivable from an officer and Director of the Company. The loan is non-interest bearing and payable on demand.

As of May 31, 2025, the Company had the following balances originated from transactions with a legal entity controlled by CEO:

As at		May 31, 2025	February 28, 2025
Receivables	$	238	238
Loans receivable		2,500	2,500
	$	2,738	2,738

The receivables and loans receivable are non-interest bearing and due on demand.

During the year ended February 29, 2024, Miramis, a legal entity with an officer and director in common advanced a series of loans totaling $110,000. The loans bear no interest and are due within one year. During the year ended February 29, 2024, $10,000 was repaid. During the year ended February 28, 2025, a further $50,000 was repaid. On acquisition of Miramis, the remaining loan was forgiven.

During the period ended May 31, 2025, a legal entity with an officer and director in common advanced a loan of $25,000 (Note 6). The loan was fully repaid during the period ended May 31, 2025, inclusive of $115 in interest.

NOTE 10 – FINANCIAL INSTRUMENTS

Fair values

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs in the valuation techniques as follows:

• Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities
• Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
• Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

The carrying values of cash, restricted cash, receivables, loans receivable, trade payables and accrued liabilities, and loan payable approximate their fair values due to the immediate or short-term nature of these instruments. There has been no significant change in credit and market interest rates since the date of its receipt.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instruments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Change in assumptions could significantly affect the estimates.

The following table summarizes the classification of the Company's financial instruments under IFRS 9:

Notes to the condensed consolidated interim financial statements

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19 | Notes to the condensed consolidated interim financial statements

CARLYLE COMMODITIES CORP.

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

For the Three Months Ended May 31, 2025 and 2024

Expressed in Canadian Dollars except otherwise noted

Financial assets
Cash	Amortized cost
Restricted cash	Amortized cost
Receivables	Amortized cost
Loan receivable	Amortized cost
Financial liabilities
Trade payables and accrued liabilities	Amortized cost
Loan payable	Amortized cost

Capital and Risk Management

The Company's objective and policies for managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The Company manages its capital structure and makes changes based on economic conditions, risks that impact the operations and future significant capital investment opportunities. In order to maintain or adjust its capital structure, the Company may issue new equity instruments or raise additional debt financing.

The Company is exposed to a variety of financial risks by virtue of its activities: market risk, interest rate risk, liquidity risk and foreign currency risk. The Board of Directors has overall responsibility for the determination of the Company's capital and risk management objectives and policies while retaining ultimate responsibility for them. The Company's overall capital and risk management program has not changed throughout the period. It focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on financial performance. Risk management is carried out by the executive team under policies approved by the Board of Directors. The executive team identifies and evaluates financial risks in close cooperation with the Board of Directors.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's interest-bearing debt instrument has a fixed interest rate and is not subject to interest rate cash flow risk. As of May 31, 2025, the Company is not exposed to significant interest rate risk.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company generally relies on external financing or key management to provide sufficient liquidity to meet budgeted operating requirements. The following table sets forth details of the payment profile of financial liabilities based on their undiscounted cash flows:

	Total carrying amount	Contractual cash flows	Less than 1 year	1 to 5 years	More than 5 years
Trade payables and accrued liabilities	$ 761,149	$ 761,149	$ 761,149	$ -	$ -
Totals	$ 761,149	$ 761,149	$ 761,149	$ -	$ -

Taking into consideration the Company's current cash position, volatile equity markets, global uncertainty in the capital markets and increasing cost pressures, the Company is continuing to review its needs to seek financing opportunities in accordance to its capital risk management strategy.

Foreign currency risk

Foreign currency risk is defined as the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The majority of purchases are transacted in the Canadian dollar. Management believes the foreign exchange risk derived from current conversions is not significant and therefore does not hedge its foreign exchange risk.

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20 | Notes to the condensed consolidated interim financial statements

CARLYLE COMMODITIES CORP.

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

For the Three Months Ended May 31, 2025 and 2024

Expressed in Canadian Dollars except otherwise noted

NOTE 11 – SEGMENT REPORTING

All the Company's operations are in the resource sector. The Company's mineral exploration and evaluation operations are based in Canada.

NOTE 12 – EVENTS AFTER REPORTING PERIOD

Subsequent to the period ended May 31, 2025:

a) The Company closed the definitive agreement to dispose of the Newton Project to Axcap (Note 5). On close, the Company received 500,000 warrants with a life of three years and exercise price of $0.20, and 3,750,000 subject to the following terms:

• 937,500 shares made not be sold or transferred before August 3, 2025 unless consented by Axcap
• 937,500 shares made not be sold or transferred before October 2, 2025 unless consented by Axcap
• 937,500 shares made not be sold or transferred before December 3, 2025 unless consented by Axcap
• 937,500 shares made not be sold or transferred before June 2, 2026 unless consented by Axcap

Pursuant to the agreement, twelve months from closing, the Company will be entitled to shares of Axcap with a value of $1,250,000 calculated on the 20-day volume weighted average trading price of the Axcap shares on the Canadian Securities Exchange. The shares issuable twelve months from closing will be subject to further resale restrictions, with 25% of such shares becoming freely tradable on each of the following dates: four months, five months, six months, and seven months following their date of issuance.

Additionally, upon completion of certain milestones, as set forth below, Axcap will pay Carlyle the following consideration:

Milestone	Share Payment	Cash Payment
2,000,000 oz Au (Measured or Indicated Resource)	2,500,000 shares	$250,000
3,000,000 oz Au (Measured or Indicated Resource)	5,000,000 shares	$250,000
Completion of NI 43-101 Pre-Feasibility Study	5,000,000 shares	$500,000
Completion of Bankable Feasibility Study	10,000,000 shares	$1,000,000

b) The Company settled an aggregate of $247,544 owing to various directors, officers, and consultants by issuing 8,748,061 common shares.