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Carson River Ventures Corp. Audit Report / Information 2025

Jan 24, 2026

48210_rns_2026-01-23_0a64adaf-8438-4402-bd41-9faeff84982e.pdf

Audit Report / Information

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FINANCIAL STATEMENTS YEAR ENDED SEPTEMBER 30, 2025

(Expressed in Canadian dollars)

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Independent Auditor's Report

To the Shareholders of Carson River Ventures Corp.

Opinion

We have audited the financial statements of Carson River Ventures Corp. (the "Company"), which comprise the statements of financial position as at September 30, 2025 and 2024, and the statements of comprehensive loss, cash flows and changes in shareholders' equity 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 September 30, 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.

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 1 to the financial statements, which indicates that as at September 30, 2025, the Company is not able to finance day-to-day activities through operations and has accumulated losses of \$1,432,768. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate 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 for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our report.

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Other Information

Management is responsible for the other information. The other information comprises the information included in Management's Discussion and Analysis.

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 identified above 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.

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. 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.

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 International Accounting Standards Board, 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

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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 Matthew Gosden.

CHARTERED PROFESSIONAL ACCOUNTANTS Vancouver, BC

January 23, 2026

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STATEMENTS OF FINANCIAL POSITION

(Expressed in Canadian Dollars)

Assets
Current Assets:
Cash
\$
157,394
\$
Amounts receivable
2,528
159,922
Non-current Assets:
Exploration and evaluation assets
200,348
7
\$
360,270
\$
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable and accrued liabilities
\$
40,421
\$
10
Related party payable
150,500
11
190,921
Shareholders' Equity:
Share capital
1,602,117
9
Deficit
(1,432,768)
169,349
\$
360,270
\$
Nature and continuance of operations (Note 1)
Approved on behalf of the Board of Directors
September 30,
2024
September 30,
2025
Note As at
298,526
627
299,153
182,901
482,054
53,163
60,500
113,663
1,602,117
(1,233,726)
368,391
482,054
"Jeffrey Cocks"
"Christopher Hobbs"
Director
Director

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STATEMENTS OF COMPREHENSIVE LOSS

(Expressed in Canadian Dollars)

For the year ended
September 30,
Note 2025 2024
Expenses:
Audit and accounting \$
18,070
\$
18,945
Management fees 11 120,000 60,000
Office and administration 34,911 32,918
Professional fees 4,172 14,318
Transfer agent and filing fees 20,736 17,088
Loss before other items (197,889) (143,269)
Foreign exchange loss (1,153) (518)
Interest income 8 - 32,022
Impairment of loan receivable 8 - (432,022)
Net and comprehensive loss for the year \$ (199,042) \$ (543,787)
Loss per share – basic and diluted \$
(0.01)
\$
(0.04)
Weighted average number of common shares
outstanding – basic and diluted 13,947,501 13,947,501

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CARSON RIVER VENTURES CORP. STATEMENTS OF CASH FLOWS

(Presented in Canadian Dollars)

For the year ended
September 30,
2025 2024
Cash flows used in operating activities
Net loss for the year
\$ (199,042) \$ (543,787)
Adjustments for non-cash items:
Foreign exchange (965) 22
Impairment of loan receivable - 432,022
Interest accrued on loan receivable - (32,022)
Changes in working capital items:
Amounts receivable (1,901) 2,855
Accounts payable and accrued liabilities 1,557 (25,302)
Due to related parties 90,000 30,000
(110,351) (136,212)
Cash flows used in investing activities
Exploration and evaluation expenditures (30,781) -
Loan receivable - (400,000)
(30,781) (400,000)
Decrease in cash (141,132) (536,212)
Cash, beginning 298,526 834,738
Cash, ending \$ 157,394 \$ 298,526
Non-cash investment activities
Exploration expenditures included in payables and
accrued liabilities \$ 17,447 \$ 30,781

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CARSON RIVER VENTURES CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Presented in Canadian Dollars)

Number of Common Shares Share Capital Deficit Total Equity Balance at September 30, 2023 13,947,501 \$ 1,602,117 \$ (689,939) \$ 912,178 Net loss for the year - - (543,787) (543,787) Balance at September 30, 2024 13,947,501 1,602,117 (1,233,726) 368,391 Net loss for the year - - (199,042) (199,042) Balance at September 30, 2025 13,947,501 \$ 1,602,117 \$ (1,432,768) \$ 169,349

Note: All share and per share amounts in these financial statements have been retrospectively adjusted to reflect the 1-for-2 share consolidation completed on March 26, 2025.

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(Expressed in Canadian dollars)

1. Nature and Continuance of Operations

Carson River Ventures Corp. (the "Company") was incorporated on January 19, 2021, under the laws of the province of British Columbia. The Company's principal activity is the identification, exploration and evaluation, as well as exploration of mineral properties once acquired. On February 7, 2022, the Company's common shares commenced trading on the Canadian Securities Exchange (the "CSE") under the symbol "CRIV". The head office, principal address and the registered and records office of the Company are located at Suite 820 - 1130 West Pender Street, Vancouver, B.C. V6E 4A4.

These financial statements have been prepared using IFRS Accounting Standards issued by the International Accounting Standards Board ("IFRS") applicable to a going concern, which assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. Different basis of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. This could have a material impact on the Company's financial statements. As at September 30, 2025, the Company had not advanced its exploration and evaluation assets to commercial production and is not able to finance day-to-day activities through operations and has accumulated losses of \$1,432,768. The Company's continuation as a going concern is dependent upon the successful results from its exploration activities on its exploration and evaluation assets and its ability to attain profitable operations and generate funds therefrom and/or raise equity capital to meet current and future obligations. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.

On March 26, 2025, the Company completed a share consolidation (reverse stock split) on the basis of one new share for every two old shares. All references to share and per share amounts in these financial statements and accompanying notes have been retrospectively adjusted to reflect the share consolidation as if it had occurred at the beginning of the earliest period presented.

2. Statement of Compliance and Basis of Preparation

The financial statements of the Company have been prepared in accordance with IFRS. The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated.

These financial statements were approved by the board of directors for issue on January 23, 2026.

Basis of measurement

The financial statements have been prepared on an accrual basis, except for cash flow information, and are based on historical costs, except for certain financial instruments that are measured at fair value. The financial statements are presented in Canadian Dollars, which is also the functional currency of the Company.

3. Material Accounting Policy Information

Loss per share

Basic loss per share is computed by dividing the loss attributable to the common shareholders by the weighted average number of common shares outstanding during the period. For all periods presented, the loss attributable to common shareholders equals the reported loss attributable to the owners of the Company. Diluted loss per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period. Because the Company incurred net losses, the effect of dilutive instruments would be anti-dilutive and therefore, diluted loss per share equals basic loss per share.

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(Expressed in Canadian dollars)

Foreign currency

The financial statements are presented in Canadian dollars, which is the functional currency of the Company. Transactions in currencies other than the functional currency are translated into Canadian dollars on the following basis:

  • Monetary assets and liabilities at the rate of exchange in effect at the statement of financial position date;
  • Non-monetary assets and liabilities at the rates of exchange in effect on the respective dates of transactions; and,
  • Revenues and expenses (excluding depreciation, which is translated at the same rate as the related asset) at the exchange rates in effect on the date of the transaction.

Gains and losses arising from this translation of foreign currency are included in the determination of net loss.

Financial instruments

Classification

The Company classifies its financial instruments into the following categories: at fair value through profit or loss ("FVTPL"), at fair value through other comprehensive 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 the Company has opted to measure them at FVTPL.

The following table shows the classification of financial assets and financial liabilities under IFRS 9:

Financial assets/liabilities Classification
Cash FVTPL
Loan receivable Amortized cost
Accounts payable Amortized cost
Related party payable Amortized cost

Financial assets

On initial recognition, financial assets are recognized at fair value and are subsequently classified and measured at (i) amortized cost, (ii) FVTOCI, or (iii) FVTPL. The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial asset is measured at fair value net of transaction costs that are directly attributable to its acquisition, except for financial assets at FVTPL, where transaction costs are expensed.

All financial assets not classified and measured at amortized cost or FVTOCI are measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment's fair value in other comprehensive income.

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.

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(Expressed in Canadian dollars)

The classification determines the method by which the financial assets are carried on the statement of financial position subsequent to inception and how changes in value are recorded. Cash is measured at FVTPL.

Impairment of financial assets at amortized cost

The Company assesses impairment of financial assets measured at amortized cost in accordance with IFRS 9 using the Expected Credit Loss ("ECL") model. This includes trade receivables, loan receivable, and other applicable financial assets. ECLs are calculated based on unbiased, probability-weighted estimates of credit losses, the time value of money, and reasonable information about past, current, and future economic conditions. Loss allowances are recognized in profit or loss, with disclosures provided on movements, assumptions, and any changes in estimates.

Financial liabilities

Financial liabilities are designated as either: (i) FVTPL; or (ii) other financial liabilities. All financial liabilities are classified and subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried on the consolidated statement of financial position subsequent to inception and how changes in value are recorded. Accounts payable and due to related parties are classified under other financial liabilities and carried on the statement of financial position at amortized cost.

The Company derecognizes a financial liability when its contractual obligations are discharged 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. The Company does not have any derivative financial assets and liabilities.

Share-based payments

Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received, or the fair value of the equity instruments issued if it is determined that the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received. The corresponding amount is recorded to the reserves. The fair value of options is determined using a Black–Scholes Pricing Model. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

Valuation of equity units issued in private placements

The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component. The fair value of common shares issued in private placements was determined to be the more easily measurable component and was valued at their fair value, as determined by the closing quoted bid price on the announcement date. The balance, if any, is allocated to attached warrants. Any fair value attributed to warrants is recorded to reserves.

Exploration and evaluation assets

Costs incurred before the Company has obtained the legal rights to explore an area are expensed as incurred. Exploration and evaluation expenditures include the costs of acquiring licenses and costs associated with exploration and evaluation activity. Option payments are considered acquisition costs provided that the Company has the intention of exercising the underlying option.

Property option agreements are exercisable entirely at the option of the optionee. Therefore, option payments (or recoveries) are recorded when payment is made (or received) and are not accrued.

Exploration and evaluation expenditures are capitalized. The Company capitalizes costs to specific blocks

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(Expressed in Canadian dollars)

of claims or areas of geological interest.

Exploration and evaluation assets are tested for impairment if facts or circumstances indicate that impairment exists. Examples of such facts and circumstances are as follows:

  • the period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;
  • substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;
  • exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and
  • sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

After technical feasibility and commercial viability of extracting a resource are demonstrable, the Company stops capitalizing expenditures for the applicable block of claims or geological area of interest and tests the asset for impairment. The capitalized balance, net of any impairment recognized, is then reclassified to either tangible or intangible development assets according to the nature of the asset.

Impairment of assets

The carrying amount of the Company's assets are reviewed at each reporting date to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss. An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in the consolidated statement of loss and comprehensive loss.

The recoverable amount of assets is the greater of an asset's fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pretax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount, however, not to an amount higher than the carrying amount that would have been determined had no impairment loss been recognized in previous years. Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment.

Restoration and environmental obligations

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of long-term assets, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future restoration cost estimates arising from the decommissioning of plant and other site preparation work is capitalized to the related asset along with a corresponding increase in the restoration provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value.

The Company's estimates of restoration costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to the related asset with a corresponding entry to the restoration provision. The Company's estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates. These changes are recorded directly to the related asset with a corresponding entry to the provision.

Changes in the net present value, excluding changes in the Company's estimates of restoration costs, are charged to the statement of loss and comprehensive loss for the period.

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(Expressed in Canadian dollars)

The net present value of restoration costs arising from subsequent site damage that is incurred on an ongoing basis during production are charged to the consolidated statement of loss and comprehensive loss in the period incurred.

The costs of restoration projects that were included in the provision are recorded against the provision as incurred. The costs to prevent and control environmental impacts at specific properties are capitalized in accordance with the Company's accounting policy for exploration and evaluation assets.

Income taxes

Current income tax:

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Company operates and generates taxable income.

Current income tax relating to items recognized directly in other comprehensive income (loss) or equity is recognized in other comprehensive income (loss) or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred income tax:

Deferred income tax is recognized, using the asset and liability method, on temporary differences at the reporting date arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

New standards and interpretations not yet adopted

IFRS 18, Presentation and Disclosures in Financial Statements ("IFRS 18")

This is a new standard on presentation and disclosure in financial statements, which replaces IAS 1, with a focus on updates to the statement of profit or loss. IFRS 18 introduces new requirements to:

  • present specified categories and defined subtotals in the statement of profit or loss;
  • provide disclosures on management-defined performance measures (MPMs) in the notes to the financial statements; and
  • improve aggregation and disaggregation.

An entity is required to apply IFRS 18 for annual reporting periods on or after January 1, 2027, with earlier adoption permitted. IFRS 18 requires retrospective application with specific transition provisions. The Company is assessing the impact of this amendment.

Other new standards and interpretations with future effective dates are either not applicable or not expected to have a significant impact on the Company's financial statements

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(Expressed in Canadian dollars)

4. Significant Accounting Judgements, Estimates and Assumptions

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimates are revised and in any future years affected.

Estimates and assumptions where there is a significant risk of material adjustments to assets and liabilities in future accounting periods include the following:

  • i) The measurement of income taxes payable and deferred tax assets and liabilities requires management to make judgments in the interpretation and application of the relevant tax laws. Deferred tax assets require management to assess the likelihood that the Company will generate taxable income in future periods in order to utilize recognized deferred tax assets;
  • ii) provisions for restoration and environmental obligations and contingent liabilities;
  • iii) measurement of share-based transactions; and
  • iv) Impairment of loan receivable.

The most significant judgements applying to the Company's financial statements include:

  • i) 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;
  • ii) the classification of financial instruments;
  • iii) the determination of the functional currency; and
  • iv) whether there are indicators of impairment of the Company's exploration and evaluation assets.

5. Financial Instruments and Financial Risk Management

Financial risk management

The Company is exposed in varying degrees to a variety of financial instrument-related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's primary exposure to credit risk is on its cash held in bank accounts and a loan receivable issued to Novcorp (Note 8). The majority of cash is deposited in bank accounts held with major banks in Canada. As most of the Company's cash is held by one bank there is a concentration of credit risk. This risk is managed by using major banks that are rated high-credit-quality financial institutions as determined by rating agencies. The Company assessed the risk associated with recovery of the loan receivable as high. The loan has been impaired in full.

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 has a planning and budgeting process in place to help determine the funds required to support the Company's normal operating requirements on an ongoing basis. The Company ensures that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash. Historically, the Company's sole source of funding has been the issuance of equity securities for cash, primarily through private placements. The Company's access to financing is always uncertain. There can be no assurance of continued access to significant equity funding.

Currency risk

Currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate

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(Expressed in Canadian dollars)

because they are denominated in currencies that differ from the respective functional currency. At September 30, 2025, the Company had \$5,214 of its financial assets denominated in US dollars, as such the Company is not exposed to significant currency risk.

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.

Fair value

The fair value of the Company's financial assets and liabilities approximates their carrying amount due to their short terms of maturity. Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

  • Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;
  • Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
  • Level 3 Inputs that are not based on observable market data.

The Company's financial instruments classified as level 1 include cash.

Categories of financial instruments

As at: September 30,
2025
Financial assets:
FVTPL
Cash \$
157,394 \$
298,526
Financial liabilities:
Amortized cost
Accounts payable 40,421 \$ 53,163
Due to related parties \$
150,500 \$
60,500

Assets and liabilities measured at fair value on a recurring basis:

As at September 30, 2025 Level 1 Level 2 Level 3 Total
Cash \$ 157,394 \$
-
\$
-
\$
157,394
As at September 30, 2024 Level 1 Level 2 Level 3 Total
Cash \$ 298,526 \$
-
\$
-
\$
298,526

Accounts payable, accrued liabilities and due to related parties approximate their fair value due to the short-term nature of these instruments.

6. Capital Management

The Company manages its capital, consisting of share and working capital, in a manner consistent with the risk characteristic of the assets it holds. All sources of financing are analyzed by management and approved by the Board of Directors. The Company's objectives when managing capital is to safeguard the Company's ability to continue as a going concern and to support the exploration and development of its exploration and evaluation assets and to sustain the future development of its business. The Company is meeting its objective of managing capital through preparing short-term and long-term cash flow analysis to ensure an adequate amount of liquidity. The Company is not subject to any externally imposed capital restrictions.

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(Expressed in Canadian dollars)

There were no changes in the Company's approach to capital management during the year.

7. Exploration and Evaluation Assets

Chucker Property Year ended
September 30,
2025 2024
Acquisition costs, beginning \$
65,509
\$
51,959
Annual lease 14,330 13,550
Acquisition costs, ending 79,839 65,509
Deferred exploration and evaluation, beginning 117,392 113,694
Geologist, claim maintenance, and assay fees 3,117 3,698
Deferred exploration and evaluation, ending 120,509 117,392
Total exploration and evaluation assets \$ 200,348 \$ 182,901

Chucker Property

On January 20, 2021, the Company entered into an Exploration Lease with Option to Purchase Agreement, whereby the Company was granted an exploration lease with the exclusive Option to acquire a 100% interest in the Chucker Property, subject to a 1.5% NSR, for consideration to be satisfied by a combination of cash payments and the issuance of common shares. The Chucker Property is located in the Silver Star Mining District, within Mineral County, Nevada, in the Walker Lane gold trend. The agreement has an initial term of 10 years, and the Company has the right to extend for two additional terms of 10 years each.

In exchange for the exploration lease, on February 14, 2022, the Company issued to the optionor 125,000 Common Shares with a fair value of \$0.10 per common share. In addition, the Company paid the sum of \$12,219 (US\$10,000) representing the lease payment for the first year. To keep the Exploration Lease in good standing, the Company is required to make annual lease payments of US\$10,000.

The option to acquire 100% of the Chucker Property is exercisable by the Company by making a one-time cash payment in the amount of US\$200,000.

Should the Company elect to exercise the option to purchase the Chucker Property, the annual lease payments paid will not be credited against the purchase price. Further, the Company will not be obligated to pay any lease payments subsequent to the exercise and closing of the purchase of the Chucker Property from the optionor.

Upon exercise of the option and the payment of US\$200,000, the Company shall own the Chucker Property, subject to the 1.5% NSR payable to the optionor, 0.5% of the NSR may be purchased by the Company from the optionor at any time prior to commencement of commercial production for a cash payment of US\$200,000.

On December 9, 2024, the Company paid a total of \$30,780 (US\$22,739), of which \$27,083 (US\$20,000) represented the payment of 2023 and 2024 annual lease payments and the remaining \$3,697 (US\$2,739) was associated with annual BLM fees payable for the claims included in the Chucker Property.

As of September 30, 2025, the Company had accrued an additional \$14,330 (US\$10,000), representing the annual lease payment due on January 20, 2025, and an additional \$3,117 for annual BLM fees.

8. Loan Receivable and Novcorp Transaction

On December 11, 2023, the Company entered into a purchase agreement (the "Purchase Agreement") to acquire all the issued and outstanding common shares of 2514870 Alberta Ltd. ("Novcorp") (the "Transaction").

  • 13 -

{16}------------------------------------------------

(Expressed in Canadian dollars)

In connection with the Transaction, the Company and Novcorp entered into a credit facility for the provision of a \$400,000 bridge loan to Novcorp, which was issued for working capital purposes while the Transaction was ongoing. The loan bore interest at 10% per annum, maturing in 12 months, was secured against Novcorp and guaranteed by its subsidiaries; upon closing of the Transaction, the loan would be collapsed on consolidation.

On December 12, 2023, the Company advanced the \$400,000 to Novcorp. On October 2, 2024, the Company terminated the Purchase Agreement. As of the termination date, the loan issued under the credit facility is in default and continues to accumulate interest at a default rate of interest of 15% per annum.

At September 30, 2024, the Company set up a 100% allowance on the full amount receivable from Novcorp, being \$432,022, as it was determined that the collectability of the amounts advanced to Novcorp was uncertain due to the delay in deliverables required to close the Transaction and the current financial condition of Novcorp. On October 2, 2024, the Company terminated the Transaction. At September 30, 2025, the receivable from Novcorp continues to be in default, and therefore, the \$59,727 in interest accumulated on the principal for the year ended September 30, 2025, was not recognized as the collectability of the amounts advanced to Novcorp continued to be uncertain.

9. Share Capital

Authorized: An unlimited number of common shares without par value.

Issued:

On March 26, 2025, the Company completed a share consolidation (reverse stock split) on the basis of one new share for every two old shares. All references to share and per share amounts in these condensed interim financial statements and accompanying notes have been retrospectively adjusted to reflect the share consolidation as if it had occurred at the beginning of the earliest period presented.

The Company did not issue any shares of its common stock during the years ended September 30, 2025 and 2024.

Warrants

A summary of the changes in share-purchase warrants outstanding is as follows:

Year ended
September 30, 2025
Year ended
September 30, 2024
Warrants
outstanding
Weighted
average
exercise price
Warrants
outstanding
Weighted
average
exercise price
Outstanding, beginning 4,800,000 \$ 0.20 4,800,000 \$ 0.20
Warrants expired (4,800,000) \$ 0.20 - -
Outstanding, ending - n/a 4,800,000 \$ 0.20

As of September 30, 2025, the Company had no share purchase warrants issued and outstanding, as all share purchase warrants had expired unexercised.

Reserve

The reserve records items recognized as share-based compensation expense and other share-based payments until such time that the share purchase options or warrants are exercised, at which time the corresponding amount will be transferred to share capital.

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(Expressed in Canadian dollars)

10. Accounts payable and accrued liabilities

Accounts payable and accrued liabilities consisted of the following:

September 30,
2025
September 30,
2024
Accounts payable \$
7,016
\$
4,770
Accrued liabilities 33,405 48,393
Total accounts payable and accrued liabilities \$
40,421
\$
53,163

11. Related Party Transactions

Related parties include the directors, officers, key management personnel, close family members and entities controlled by these individuals. Key management personnel are those having authority and responsibility for planning, directing and controlling the activities of the Company as a whole.

The following amounts were due to related parties as at September 30, 2025 and September 30, 2024:

September 30,
2025
September 30,
2024
Amount due to the CEO and director of the Company \$ 80,500 \$ 30,500
Amount due to the CFO and director of the Company 70,000 30,000
\$150,500 \$60,500

Key management compensation for the years ended September 30, 2025 and 2024 consisted of the following:

During the year ended September 30, 2025, \$60,000 in management fees was accrued or paid to a company controlled by a director and officer of the Company (September 30, 2024 - \$30,000).

During the year ended September 30, 2025, \$60,000 in management fees was accrued or paid to the CFO of the Company (September 30, 2024 - \$30,000).

12. Income Taxes

The income tax provisions differ from the expected amounts calculated by applying Canadian combined federal and provincial corporate income tax rates to the Company's loss before income taxes. The components of these differences are as follows:

September 30, September 30,
2025 2024
Loss before income taxes \$ (199,042) \$ (543,787)
Corporate tax rate 27% 27%
Expected tax recovery (54,000) (147,000)
Non-deductible expenditures and other 51,000 54,000
Change in unrecognized deferred assets 3,000 93,000
Income tax recovery \$
\$

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(Expressed in Canadian dollars)

The Company's tax-effected deferred income tax assets and liabilities are estimated as follows:

September 30, September 30,
2025 2024
Non-capital losses available \$ 223,000 \$ 177,000
Share issuance costs 2,000 3,000
Capital losses available 27,000 69,000
252,000 249,000
Unrecognized deferred tax asset (252,000) (249,000)
\$
\$

The Company has approximately \$826,000 of non-capital losses which can be applied to reduce future taxable income, expiring between 2041 and 2045. Tax attributes are subject to review, and potential adjustment, by tax authorities.