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Copper Giant Resources Corp. Audit Report / Information 2025

Apr 25, 2026

46359_rns_2026-04-24_9579c64d-4a81-48ce-b9dc-a5fbceb00680.pdf

Audit Report / Information

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COPPER GIANT®

COPPER GIANT RESOURCES CORP.
(Formerly LIBERO COPPER & GOLD CORPORATION)
Consolidated financial statements
For the years ended December 31, 2025 and 2024


DAVIDSON

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of
Copper Giant Resources Corp. (formerly Libero Copper & Gold Corporation)

Opinion

We have audited the accompanying consolidated financial statements of Copper Giant Resources Corp. (formerly Libero Copper & Gold Corporation) (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2025 and 2024 and the consolidated statements of loss and comprehensive loss, changes in shareholders' equity, and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.

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

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 Consolidated 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 consolidated 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 in our audit is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the consolidated financial statements, which indicates that as at December 31, 2025, the Company incurred a loss of $15,800,268 and used cash in operations of $14,014,507. As stated in Note 1, these events and conditions 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 consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matter described below to be the key audit matter to be communicated in our auditor's report.

DAVIDSON & COMPANY LLP
1200 - 609 Granville Street
PO BOX 10372, Pacific Centre
Vancouver, BC V7Y 1G6
604 687 0947
davidson-co.com


Assessment of Impairment Indicators of Mineral Properties

As described in Note 6 to the consolidated financial statements, the carrying amount of the Company's Mineral Properties was $2,449,734 as of December 31, 2025. As more fully described in Note 3 to the consolidated financial statements, management assesses Mineral Properties for indicators of impairment at each reporting period.

The principal considerations for our determination that the assessment of impairment indicators of the Mineral Properties is a key audit matter are that there was judgment made by management when assessing whether there were indicators of impairment for the Mineral Properties, specifically relating to the assets carrying amount which is impacted by the Company's intent and ability to continue to explore and evaluate this asset. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate audit evidence relating to the judgments made by management in their assessment of indicators of impairment that could give rise to the requirement to prepare an estimate of the recoverable amount of the Mineral Properties.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures included, among others:

  • Evaluating management's assessment of impairment indicators.
  • Evaluating the intent for the Mineral Properties through discussion and communication with management.
  • Obtaining, through government websites, confirmation of title to ensure mineral rights underlying the Mineral Property are in good standing.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management's Discussion and Analysis.

Our opinion on the consolidated 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 consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated 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 Consolidated Financial Statements

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

In preparing the consolidated 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 Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated 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 consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated 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 consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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 consolidated 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 Carmen Newnham.

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Chartered Professional Accountants

April 23, 2026

Vancouver, Canada


COPPER GIANT RESOURCES CORP.
(Formerly Libero Copper & Gold Corporation)
Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)

Note December 31, 2025 December 31, 2024
$ $
Current Assets
Cash 8,627,500 1,999,870
Restricted cash 46,000 46,000
Amounts receivable 39,978 38,086
Prepaid expenses 379,464 398,263
9,092,942 2,482,219
Long-term Assets
Property and equipment 4 347,346 316,039
Mineral properties 6 2,449,734 950,089
Reclamation bonds and deposit 7 76,000 76,000
2,873,080 1,342,128
TOTAL ASSETS 11,966,022 3,824,347
Current Liabilities
Accounts payable and accrued liabilities 8 1,370,694 992,645
Current portion of lease liability 10 73,559 56,538
Subscriptions received in advance 17 2,667,636 -
4,111,889 1,049,183
Long-term Liabilities
Lease liability 10 - 64,925
Total liabilities 4,111,889 1,114,108
Shareholders' Equity
Share capital 11 56,237,161 41,773,380
Reserves 11 22,378,961 15,824,323
Accumulated other comprehensive income (16,178) 58,079
Deficit (70,745,811) (54,945,543)
7,854,133 2,710,239
TOTAL LIABILITIES and SHAREHOLDER'S EQUITY 11,966,022 3,824,347

On behalf of the Board of Directors:

(signed) “Jay Sujir”
Director

(signed) “Ian Harris”
Director

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

COPPER GIANT RESOURCES CORP.

(Formerly Libero Copper & Gold Corporation)

Consolidated Statements of Loss and Comprehensive Loss

(Expressed in Canadian Dollars)

Note For the year ended
December 31, 2025 December 31, 2024
$ $
Expenses
Depreciation 4 99,829 163,295
Exploration expenses 6 10,127,871 3,903,754
General and administration 327,413 338,606
Investor relations and business development 1,846,540 984,956
Professional fees 1,159,454 520,508
Salaries and benefits 12 139,974 137,522
Share-based compensation 11,12 1,366,519 2,091,988
15,067,600 8,140,629
Other items
Foreign exchange loss 25,008 60,110
Gain on sale of mineral property 6 - (11,333)
Interest and other income (99,711) (70,118)
Realized loss on marketable securities 6 - 52,684
Settlement expense 9 648,042 -
Write-down of accounts receivable 159,329 -
Transaction costs - 192,401
Net loss for the year 15,800,268 8,364,373
Foreign currency translation 74,257 15,526
Total comprehensive loss for the year 15,874,525 8,379,899
Basic and diluted loss per share (0.16) (0.19)
Weighted average number of common shares outstanding - basic and diluted 96,943,733 45,084,472

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

COPPER GIANT RESOURCES CORP.

(Formerly Libero Copper & Gold Corporation)
Consolidated Statements of Shareholders' Equity
(Expressed in Canadian Dollars)

Number of shares Share capital Reserves Accumulated other comprehensive income Deficit Total
$ $ $ $ $
Balance as at December 31, 2023 16,241,415 37,122,308 9,641,629 73,605 (46,581,170) 256,372
Private placement, gross proceeds 29,635,634 3,117,411 2,677,392 - - 5,794,803
Public offering, gross proceeds 8,571,428 1,822,817 1,177,183 - - 3,000,000
Shares for debt issued in private placement 2,600,001 390,000 - - - 390,000
Warrants exercised 265,000 131,864 (78,864) - - 53,000
Share issue costs - (811,020) 122,594 - - (688,426)
Bonus warrants - - 192,401 - - 192,401
Share-based compensation - - 2,091,988 - - 2,091,988
Foreign exchange translation - - - (15,526) - (15,526)
Net loss for the year - - - - (8,364,373) (8,364,373)
Balance as at December 31, 2024 57,313,478 41,773,380 15,824,323 58,079 (54,945,543) 2,710,239
Balance as at December 31, 2024 57,313,478 41,773,380 15,824,323 58,079 (54,945,543) 2,710,239
At-The-Market ("ATM") Program, gross proceeds 10,000,000 2,017,000 - - - 2,017,000
Grupo Minera Sol SAS Acquisition 7,500,000 1,500,000 - - - 1,500,000
Public offerings, gross proceeds 61,894,250 8,523,586 5,498,200 - - 14,021,786
Broker warrants - (431,890) 431,890 - - -
Sweetener warrants granted - (640,907) 640,907 - - -
Warrants exercised 15,891,784 4,849,010 (1,283,249) - - 3,565,761
Options exercised 575,000 203,129 (99,629) - - 103,500
Share issue costs - (1,556,147) - - - (1,556,147)
Share-based compensation - - 1,366,519 - - 1,366,519
Foreign exchange translation - - - (74,257) - (74,257)
Net loss for the year - - - - (15,800,268) (15,800,268)
Balance as at December 31, 2025 153,174,512 56,237,161 22,378,961 (16,178) (70,745,811) 7,854,133

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

COPPER GIANT RESOURCES CORP.
(Formerly Libero Copper & Gold Corporation)
Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars)

For the year ended December 31, 2025 December 31, 2024
$ $
OPERATING ACTIVITIES
Net loss for the year (15,800,268) (8,364,373)
Adjustments for items not involving cash:
Amortization 99,829 163,295
Interest expense 13,310 18,037
Gain on sale of mineral property - (11,333)
Share-based compensation 1,366,519 2,091,988
Write-down of accounts receivable 159,329 -
Foreign exchange gain (loss) (72,445) (38,343)
Realized loss on sale of marketable securities - 52,684
Transactions costs - 192,401
Net changes in non-cash working capital items:
Amounts receivable (161,221) 53,759
Prepaid expenses 18,799 (342,250)
Accounts payable and accrued liabilities 361,641 (780,493)
(14,014,507) (6,964,628)
FINANCING ACTIVITIES
Proceeds from issuance of shares under ATM Program 2,017,000 8,794,803
Proceeds from exercise of warrants 3,565,761 53,000
Proceeds from exercise of options 103,500 -
Proceeds from public offerings 14,021,786 -
Proceeds from subscriptions received in advance 2,667,636 -
Share issue costs (1,539,739) (473,868)
Cash principal and interest payments of lease liability (79,442) (69,377)
20,756,502 8,304,558
INVESTING ACTIVITIES
Purchase of property and equipment (114,720) (32,456)
Sale of marketable securities - 186,565
Refund of security deposit - 28,081
Cash acquired on acquisition of subsidiary 355 -
Restricted cash - (16,000)
(114,365) 166,190
Change in cash 6,627,630 1,506,120
Cash, beginning 1,999,870 493,750
Cash, ending 8,627,500 1,999,870
Non-cash transactions
Sale of mineral property - 239,249
Shares issued to settle loans from related parties - 390,000
Bonus warrants issued - 192,401
Relative fair value allocated to sweetener warrants issued under the warrant incentive program 640,907 -
Relative fair value of total warrants exercised (1,283,249) -
Relative fair value of options exercised (99,629) -
Relative fair value of warrants 5,930,090 3,854,575
Share issue costs in accounts payable 230,966 214,558
Broker warrants issued from public offering - 122,594
Warrants exercised during the private placement - 78,864
Shares issued for mineral property acquisition 1,500,000 -

COPPER GIANT RESOURCES CORP.

(Formerly Libero Copper & Gold Corporation)

Notes to the Consolidated Financial Statements

For the year ended December 31, 2025

(Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

Copper Giant Resources Corp (the "Company"), (formerly Libero Copper & Gold Corporation) was incorporated under the Business Corporations Act (British Columbia) on June 5, 2008.

The address and domicile of the Company's head office and its principal place of business is Suite 3123 – 595 Burrard Street, Vancouver, British Columbia, V7X 1J1. The registered and records office is 25th Floor, 700 W Georgia St., Vancouver, BC V7Y 1B3. The Company is engaged in the acquisition and exploration of mineral properties.

On May 1, 2025, the Company changed its name to "Copper Giant Resources Corp." in accordance with the provisions of the Business Corporations Act (British Columbia) and it's common shares commenced trading on the TSX Venture Exchange under the new symbol "CGNT".

The Company is in the process of exploring and evaluating its mineral property assets and has not yet determined whether the properties contain mineral reserves that are economically recoverable. The recoverability of the amounts shown for exploration and evaluation assets and continuance of operations is dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain necessary financing to complete the development of those mineral reserves and maintain sufficient working capital, and upon future production or proceeds from the disposition thereof.

Going Concern

The Company's consolidated financial statements are prepared on a going concern basis, which contemplates that the Company will continue its operations for at least twelve months from December 31, 2025, and will be able to realize its assets and discharge its liabilities in the normal course of business.

As at December 31, 2025, the Company had cash of $8,627,500 (December 31, 2024 - $1,999,870) and working capital of $4,981,053 (December 31, 2024 - $1,433,036). For the year ended December 31, 2025, the Company incurred a loss of $15,800,268 (December 31, 2024 - $8,364,373) and used cash in operations of $14,014,507 (December 31, 2024 - $6,964,628).

The Company has not generated revenue from operations to date and will require additional financing or outside participation to undertake further exploration and subsequent development of its mineral properties. There can be no assurance that the Company will be able to raise sufficient financing on acceptable terms. Future operations of the Company are dependent upon its ability to raise additional equity financing, maintain sufficient working capital and upon future production or proceeds from the disposition of its mineral property interests. These events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern.

These consolidated financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

2. BASIS OF PREPARATION AND STATEMENT OF COMPLIANCE

The consolidated financial statements of the Company have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board. The consolidated financial statements have been prepared using the material accounting policy information set out in note 3.

The consolidated financial statements have been prepared on a historical cost basis and are presented in Canadian dollars.

COPPER GIANT RESOURCES CORP.

Notes to the Consolidated Financial Statements

For the year ended December 31, 2025

2. BASIS OF PREPARATION AND STATEMENT OF COMPLIANCE (CONTINUED)

The consolidated financial statements of the Company for the year ended December 31, 2025, were authorized for issue by the Board of Directors on April 23, 2026.

Basis of consolidation

These consolidated financial statements include the financial statements of the Company and its 100% owned subsidiaries:

  • Libero Resources Limited, a company incorporated in the British Virgin Islands, and its 100% owned subsidiary Libero Cobre Ltd., a company incorporated in the British Virgin Islands, which holds the Mocoa porphyry copper-molybdenum deposit in Colombia.
  • Libero Esperanza Ltd. (ARG), a company incorporated in the British Virgin Islands, which holds the Esperanz porphyry copper-gold project in Argentina. On April 4, 2025, Libero Esperanza Ltd. (ARG) was dissolved and therefore no longer exists as of December 31, 2025.
  • Grupo Minera Sol S.A.S ("Grupo Minera Sol"), a company incorporated in the Columbia, which holds 12 mining applications within the prolific Jurassic porphyry belt in Colombia (Note 3).

A subsidiary is an entity over which the Company has control. The Company controls an entity when the Company is exposed to, or has the rights to, variable returns from the Company's involvement with the entity and has the ability to affect those returns through the Company's power over the entity.

3. MATERIAL ACCOUNTING POLICY INFORMATION

The results of a subsidiary are included in the consolidated financial statements from the date that control commences until the date the control ceases. All intercompany transactions and balances have been eliminated.

The material accounting policies applied in the preparation of the consolidated financial statements are set out below.

a) Foreign currency translation

Functional and presentation currency

Items included in the consolidated financial statements of each of the Company's entities are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The functional currency of the Company, Libero Cobre LTD, and Libero Resources Limited is the Canadian dollar. Libero Esperanza Ltd, the Company's wholly-owned subsidiary in Argentina, ("LEL") uses the United States dollar as its functional currency. The functional currency of Grupo Minera Sol S.A.S., the Company's wholly owned subsidiary in Colombia, and Libero Cobre Ltd. (Colombia) is the Colombian peso. The consolidated financial statements are presented in Canadian dollars.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in net loss.

b) Property and equipment

Items of equipment are initially recognized at cost. All items of equipment are subsequently carried at depreciated cost less impairment losses, if any.

3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

b) Property and equipment (continued)

Depreciation is provided on all items of equipment to write off the carrying value of items over their expected useful lives. It is applied using the following methods and rates:

  • Computer Hardware – 30% declining balance per annum
  • Machinery and Equipment – 30% declining balance per annum
  • Office Equipment – 20% declining balance per annum
  • Right of Use Asset and Leasehold Improvements – straight-line over the lease term

Material residual value estimates and estimates of useful life are updated as required, but at least annually.

c) Mineral properties

The Company defers the cost of acquiring until the properties are placed into production, abandoned, sold or considered to be impaired in value. Other exploration and evaluation expenditures are expensed as incurred until the technical feasibility and commercial viability of the project can be established, after which such costs will be capitalized as mineral property development costs within property and equipment. The carrying value will be amortized on a units of production basis and costs of abandoned properties are written-off. Proceeds received on the sale of interests in exploration and evaluation stage mineral properties are credited to the carrying value of the assets, with any excess included in operations. Write-downs due to impairment in value are charged to operations.

The Company is in the process of exploring its mineral properties and has not yet determined the existence of reserves. Management reviews the carrying value of mineral properties every quarter for impairment indicators. For exploration and evaluation assets, these indicators include the current exploration results, the prospect of further work being carried out by the Company and the assessment of future probability of profitable revenues from the property or from the sale of the assets. Amounts shown for mineral properties represent costs incurred net of any write-downs and recoveries and are not intended to represent present or future values.

d) Impairment of non-financial assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, the Company estimates the asset's recoverable amount. An asset's recoverable amount is the higher of (i) an asset's or cash-generating unit's (CGU) fair value less costs to sell and (ii) its value in use, determined for each individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case the asset is tested as part of a larger CGU. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded entities or other available fair value indicators.

3. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

e) Financial instruments

Financial instruments – Classification

Financial assets are classified at initial recognition as either: measured at amortized cost, fair value through profit or loss ("FVTPL") or fair value through other comprehensive income ("FVOCI"). The classification depends on the Company's business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in earnings or loss or other comprehensive income or loss. For investments in debt instruments, this will depend on the business model for which the investment is held. For investments in equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable election at the time of initial recognition to account for the equity investment at FVOCI.

The Company reclassifies debt investments when and only when its business model for managing those assets changes.

Financial liabilities are classified at initial recognition as either: measured at amortized cost or FVTPL.

Financial assets – Measurement

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at FVTPL, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in earnings or loss. Financial assets are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Subsequent measurement of debt instruments depends on the Company's business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Company classifies its debt instruments:

  • Amortized cost – Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on a debt investment that is subsequently measured at amortized cost and is not part of a hedging relationship is recognized in earnings or loss when the asset is derecognized or impaired. Interest income from these financial assets is included in interest and finance (expense) income using the effective interest rate method.

  • FVOCI – Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognized in earnings or loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to earnings or loss and recognized in other gains (losses). Interest income from these financial assets is included in interest and finance (expense) income using the effective interest rate method. Foreign exchange gains and losses are presented in foreign exchange (loss) gain and impairment expenses in other expenses.

  • FVTPL – Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL. A gain or loss on a debt investment that is subsequently measured at FVTPL and is not part of a hedging relationship is recognized in earnings or loss and presented net in the statement of earnings (loss) within other gains (losses) in the period in which it arises.

e) Financial instruments (continued)

Changes in the fair value of financial assets at FVTPL are recognized in loss on financial instruments at fair value in the statement of earnings (loss) as applicable.

Impairment of financial assets

The Company assesses on a forward-looking basis the expected credit losses associated with any debt instruments carried at amortized cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

Financial liabilities - Measurement

Accounts payable and accrued liabilities are recognized initially at fair value net of any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest rate method.

f) Leases

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset over a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all of the economic benefits from the use of the asset during the term of the contract and if it has the right to direct the use of the asset.

As a lessee, the Company recognizes a right-of-use asset, which is included in property and equipment, and a lease liability at the commencement date of the lease. The right-of-use asset is initially measured at cost, which is the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain re-measurements of the lease liability.

A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date discounted by the interest rate implicit in the lease or, if that rate cannot be readily determined, the incremental borrowing rate. The lease liability is subsequently measured at amortized cost using the effective interest method.

Lease payments included in the measurement of the lease liability comprise: fixed payments; variable lease payments that depend on an index or a rate; amounts expected to be payable under any residual value guarantee, and the exercise price under any purchase option that the Company would be reasonably certain to exercise; lease payments in any optional renewal period if the Company is reasonably certain to exercise an extension option; and penalties for any early termination of a lease unless the Company is reasonably certain not to terminate early.

The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of twelve months or less and leases of low-value assets. The lease payments associated with these leases are charged directly to income on a straight-line basis over the lease term.

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g) Taxation

Tax expense recognized in comprehensive loss comprises the sum of deferred tax and current tax not recognized directly in equity.

Deferred income tax is provided using the balance sheet method on temporary differences at the reporting date between the carrying amounts of assets and liabilities and their tax bases.

Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realization or settlement, provided they are enacted or substantively enacted by the end of the reporting period.

Deferred tax liabilities are recognized for all taxable temporary differences except:

  • When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable profit or loss.

Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, the carry forward of unused tax credits and any unused tax losses can be utilized, except:

  • When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable profit or loss.

Deferred tax assets and liabilities are offset only when the Company has a legally enforceable right to set off current tax assets and liabilities and the deferred income taxes related to the same taxable entity and the same taxation authority.

Changes in deferred tax assets or liabilities are recognized as a component of tax expense in net loss, except where they relate to items that are recognized in other comprehensive income or directly in equity, in which case the related deferred tax is also recognized in other comprehensive income or equity, respectively.

h) Warrants issued in equity financing transactions

Equity financing transactions may involve issuance of common shares or units. A unit comprises a certain number of common shares and a certain number of share purchase warrants. Depending on the terms and conditions of each equity financing agreement, the warrants are exercisable into additional common shares prior to expiry at a price stipulated by the agreement. Warrants that are part of units are valued based on the relative fair value method and included in share capital with the common shares that were concurrently issued. Warrants that are issued as payment for an agency fee or other transactions costs are accounted for as share-based payments.

COPPER GIANT RESOURCES CORP. (Formerly Libero Copper & Gold Corporation) Notes to the Consolidated Financial Statements For the year ended December 31, 2025 (Expressed in Canadian Dollars)

i) Flow-through shares

The Company may, from time to time, issue flow-through common shares or units to finance a portion of its Canadian exploration programs. Pursuant to the terms of the flow-through share agreements and the Income Tax Act (Canada) (the "ITA"), these equity instruments transfer the tax deductibility of qualifying resource expenditures to investors.

Upon the issuance of a flow-through share, the Company bifurcates the flow-through share into i) fair value of capital stock issued, based on market price at time of issuance, and ii) the residual as a flow-through share premium, which is recognized as a liability. Upon the issuance of a flow-through unit, the Company bifurcates the flow-through unit into i) relative fair value of capital stock issued, ii) relative fair value of a warrant, and iii) the residual as a flow-through share premium, which is recognized as a liability.

Upon incurring qualifying expenses, the Company derecognizes the related portion of the low-through share premium liability and recognizes a credit to deferred income tax expense (recovery). Proceeds received from the issuance of flow-through shares are to be used for Canadian resource property exploration expenditures within a certain time period as prescribed by the Government of Canada's flow-through regulations, as contained in the ITA. The portion of the proceeds received but not yet expended at the end of the Company's relevant reporting period is disclosed separately in the notes to the consolidated financial statements as flow-through expenditure commitments. The Company is also subject to Part XII.6 of the ITA, which imposes a tax on flow-through proceeds renounced under the "Look-back Rule", in accordance with the Government of Canada's flow-through regulations. When applicable, this tax is accrued until paid.

j) Share-based compensation

The Company grants share purchase options as an element of compensation. For share purchase options granted by the Company, the cost of the service received is measured based on an estimate of the fair value at the date of grant. The grant-date fair value is recognized as compensation expense over the vesting period with a corresponding increase in reserves. On the exercise of share purchase options, consideration received, together with the compensation expense previously recorded to reserves, is credited to share capital.

The Company uses the Black-Scholes option pricing model to estimate the fair value of each share purchase option tranche at the date of grant.

k) Loss per share

Basic loss per share is calculated using the weighted-average number of common shares outstanding during the year. The Company uses the treasury share method to compute the dilutive effect of options, warrants and similar instruments. Under this method, the dilutive effect on earnings per share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during the year.

l) Accounting policy judgments and key sources of estimation uncertainty

The preparation of consolidated financial statements in conformity with IFRS Accounting Standards requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Information about significant accounting policy judgments, estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses are discussed below.

Impairment

The Company's assets are reviewed for the indication of impairment at each reporting date in accordance with IFRS 6 - Exploration for and evaluation of mineral resources.

Management applies judgment in evaluating if impairment indicators are considered to exist. Factors considered include if (i) the right to explore the area has expired or will expire in the near future with no expectation of renewal; (ii) Substantive expenditure on further exploration for and evaluation of mineral resources in the area is neither planned nor budgeted; (iii) No commercially viable deposits have been discovered, and the decision had been made to discontinue exploration in the area; and (iv) Sufficient work has been performed to indicate that the carrying amount of the expenditure carried as an asset will not be fully recovered.

Management has assessed its exploration and evaluation assets for impairment indicators as of December 31, 2025, and has determined that there are no indications of impairment.

m) Standards issued or amended but not yet effective

The following new standards, amendments to standards and interpretations have been issued but are not effective during the year ended December 31, 2025.

On April 9, 2024, the IASB issued a new standard – IFRS 18, “Presentation and Disclosure in Financial Statements” with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:

  • the structure of the statement of profit or loss;
  • required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements (that is, management-defined performance measures); and
  • enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.

IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also applies to comparative information. Adoption of IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its 'operating profit or loss'. The Company is currently assessing the impact the new standard will have on its financial statements.

4. PROPERTY AND EQUIPMENT

Property and equipment balances changed during the years ended December 31, 2025 and 2024, as follows:

| | Right-of-use-
assets
(note 8) | Leasehold
improvements | Office
equipment | Machinery
and equipment | Computer
hardware | Total |
| --- | --- | --- | --- | --- | --- | --- |
| Cost | | | | | | |
| Balance, December 31, 2023 | 766,885 | 25,826 | 23,062 | 178,452 | 93,120 | 1,087,345 |
| Additions | - | - | 1,553 | 15,607 | 15,296 | 32,456 |
| Disposal/Adjustment | (650) | - | (1,926) | (4,492) | (7,249) | (14,317) |
| Balance, December 31, 2024 | 766,235 | 25,826 | 22,689 | 189,567 | 101,167 | 1,105,484 |
| Additions | - | - | 8,185 | 94,545 | 11,990 | 114,720 |
| Effect of foreign exchange translation | 2,685 | - | 959 | 10,655 | 2,117 | 16,416 |
| Balance, December 31, 2025 | 768,920 | 25,826 | 31,833 | 294,767 | 115,274 | 1,236,620 |
| Accumulated depreciation | | | | | | |
| Balance, December 31, 2023 | (542,093) | (22,231) | (6,653) | (31,265) | (26,510) | (628,752) |
| Depreciation | (120,969) | (3,595) | (3,273) | (16,968) | (18,490) | (163,295) |
| Disposal | - | - | 1,408 | - | 1,194 | 2,602 |
| Balance, December 31, 2024 | (663,062) | (25,826) | (8,518) | (48,233) | (43,806) | (789,445) |
| Depreciation | (49,054) | - | (3,033) | (21,076) | (26,666) | (99,829) |
| Balance, December 31, 2025 | (712,116) | (25,826) | (11,551) | (69,309) | (70,472) | (889,274) |
| Net book value, December 31, 2025 | 56,804 | - | 20,282 | 225,458 | 44,802 | 347,346 |
| Net book value, December 31, 2024 | 103,173 | - | 14,171 | 141,334 | 57,361 | 316,039 |

5. Grupo Minera Sol Acquisition

On July 14, 2025, the Company acquired 100% of Grupo Minera Sol S.A.S. ("GMS"), which holds 12 mining concession applications contiguous to the Company's Mocoa Project in Colombia. As consideration, the Company issued 7,500,000 common shares of the Company at a price of $0.20 per share to the shareholders of Grupo Minera Sol, for total consideration of $1,500,000. The acquisition comprised of mineral rights and applications only, with no acquired workforce or ongoing processes. Therefore, in alignment with IFRS 3, the transaction is accounted for as an asset acquisition and the share-based purchase price was capitalized to Mineral properties.

The acquisition was recorded as follows:

Fair value of consideration
Common shares issued $ 1,500,000
Total fair value of consideration $ 1,500,000
Assets acquired
Cash $ 355
Mineral properties 1,499,645
Total assets acquired $ 1,500,000

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6. MINERAL PROPERTIES

Mineral properties consist of all direct costs, including option payments and transaction costs, incurred by the Company to acquire its mineral properties and to maintain its ownership rights. Mineral properties balances changed during the years ended December 31, 2025 and 2024, as follows:

Mocoa Big Bulk Santa Rosa Total
Balance, December 31, 2023 $ 950,089 $ 227,916 $ - $ 1,178,005
Sale of mineral properties - (227,916) - (227,916)
Balance, December 31, 2024 $ 950,089 $ - $ - $ 950,089
Additions to mineral properties $ - - $ 1,499,645 $ 1,499,645
Balance, December 31, 2025 $ 950,089 $ - $ 1,499,645 $ 2,449,734

Mocoa Porphyry Copper-Molybdenum Deposit

In June 2018, the Company acquired 100% of the Mocoa porphyry copper-molybdenum deposit ("Mocoa") in Colombia from B2Gold Corp., in return for the issuance of 208,000 common shares of the Company and a 2% net smelter return royalty ("NSR royalty"). The Mocoa Project is also subject to a retained 1% NSR royalty held by its previous owner, AngloGold Ashanti Limited ("AGA").

Esperanza Porphyry Copper-Gold Project

In January 2021, the Company entered into an option agreement with Latin Metals Inc. to earn-in to 70% of the Esperanza porphyry copper-gold project ("Esperanza") in San Juan, Argentina which was amended on May 26, 2021 and October 19, 2022. Under the revised terms, the option payments were:

  • US $220,000 on July 14, 2021 (paid);
  • US $250,000 on December 15, 2021 (paid);
  • US $200,000 on December 20, 2022 (paid);
  • US $250,000 on June 10, 2023 (paid);
  • US $600,000 on December 10, 2023;
  • US $433,000 on June 10, 2024; and
  • US $450,000 on December 10, 2024.

Upon the exercise of the option, the Company and Latin Metals Inc. were to form a 70/30 joint venture for the continued exploration and development of the project.

In November 2021, the Company entered into an option agreement with Golden Arrow Resources to earn-in to 75% of the Huachi claims adjacent to the Esperanza claims. The Company must incur US $1,000,000 of exploration expenditures over four years from the date that a drill permit is received. Upon the exercise of the option, the Company and Golden Arrow Resources will form a 75/25 joint venture for the continued exploration and development of the project.

In December 2023, the Company announced the termination of its option agreement with Latin Metals Inc. for the Esperanza exploration project in Argentina and in March 2024, the Company terminated its option agreement with Golden Arrow Resources. At that time, the Company made the strategic decision to direct its focus and resources on the 100% owned Mocoa Porphyry Copper-Molybdenum Deposit in Colombia, the Company wrote-off the costs related to the Esperanza project totaling $1,286,124 in fiscal 2023.

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6. MINERAL PROPERTIES (CONTINUED)

Big Red Porphyry Copper Project

In February 2019, the Company entered into an option agreement to acquire 100% of the Big Red porphyry copper property in the Golden Triangle in British Columbia, Canada ("Big Red"). The Company exercised the option and acquired 100% of Big Red in return for the issuance of 400,000 common shares of the Company and cash payments of $440,000. The vendors retained a 1% NSR royalty, 0.5% of which could have been repurchased by the Company at any time for $10 million.

During the year ended December 31, 2023, the Company was notified by the Tahltan Central Government (TCG) that they had arbitrarily reversed their support for mineral exploration activities over large areas including the Big Red project. Accordingly, during the year ended December 31, 2023, the Company wrote-off the costs related to the Big Red property totaling $609,980.

In January 2021, the Company acquired the option to acquire 100% of the Big Bulk porphyry copper-gold property in the Golden Triangle in British Columbia, Canada ("Big Bulk"). Under the terms of the option agreement, which was amended on October 14, 2022, the Company had until December 31, 2026, to acquire 100% of Big Bulk under the amended payment terms. The terms include a cash installment payment totaling $500,000, payable on specified dates from December 31, 2022, to December 31, 2025, and an additional $1,000,000, payable in cash or shares on or before December 31, 2026.

In January 2024, the Company entered into an assignment and assumption agreement with Dolly Varden Silver Corp. ("Dolly Varden"), to sell the option agreement on the Big Bulk project, in return for the issuance of 275,000 Dolly Varden shares to the Company. The fair value of the Dolly Varden shares was $239,250 resulting in a gain on disposal of mineral property of $11,333 which has been recorded in the statements of loss and comprehensive loss. The Company sold the Dolly Varden shares in February 2024 and recognized a loss on sale of marketable securities of $52,684.

Cauca (Santa Rosa) land package – Jurassic porphyry belt

In July 2025, the Company acquired 100% of GMS (Note 5), which holds 12 mining concession applications in the Cauca–Putumayo (Mocoa) region of Colombia, contiguous with the Company's existing land package. Consideration consisted of 7,500,000 common shares of the Company at $0.20 per share, issued at closing on July 14, 2025, for a total of $1,500,000.

COPPER GIANT RESOURCES CORP.
(Formerly Libero Copper & Gold Corporation)
Notes to the Consolidated Financial Statements
For the year ended December 31, 2025
(Expressed in Canadian Dollars)

  1. MINERAL PROPERTIES (CONTINUED)

Exploration

The following is a summary of the exploration expenses for the year ended December 31, 2025 and 2024:

For the year ended December 31, 2025 Mocoa Santa Rosa Total
Technical and geological consulting $ 3,961,545 $ 79,672 $4,041,217
Drilling 2,800,075 - 2,800,075
Travel 995,020 - 995,020
Field and camp 1,375,665 - 1,375,665
Environmental, social and governance 320,436 - 320,436
Legal and office administration 585,156 5,985 591,141
License and permits 4,317 - 4,317
Total exploration expenses $10,042,214 $ 85,657 $10,127,871
For the year ended December 31, 2024 Mocoa Esperanza Big Red
--- --- --- ---
Technical and geological consulting $1,555,894 $ 103,445 $ 10,338
Field and camp 704,324 - 937
Drilling 550,905 - -
Travel 209,037 - -
Geochemical and mapping - - (11,724)
Legal and office administration 186,582 1,441 -
Environmental, social and governance 590,621 - 50
License and permits 1,904 - -
Total exploration expenses $3,799,267 $ 104,886 ($399)
  1. RECLAMATION BONDS AND DEPOSITS
As at December 31, 2025 December 31, 2024
Reclamation bond - Big Red* $ 60,000 $ 60,000
Reclamation bond - Big Bulk 16,000 16,000
$ 76,000 $ 76,000
  1. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
As at December 31, 2025 December 31, 2024
Trade payables $ 836,075 $ 772,433
Other accrued liabilities 534,619 220,212
$ 1,370,694 $ 992,645

9. SETTLEMENT OF LEGAL CLAIM

On July 24, 2025, the Company paid a one-time cash payment of $648,042 (US$475,000) resulting from the resolution of a historical contractual matter with third party concerning a terminated option agreement. This amount reflects a negotiated outcome between the parties involved.

10. RIGHT OF USE ASSETS AND LEASE LIABILITIES

On March 1, 2019, the Company entered into a 5 year corporate office lease and recorded a right-of-use asset of $313,605 within property and equipment (note 4) and a corresponding lease liability of $313,605. The incremental borrowing rate for the lease liability recognized as of March 1, 2019 was 6.5%. The lease expired during the year ended December 31, 2024 and the Company did not renew.

During the year ended December 31, 2022, the Company's 100% owned subsidiary in Colombia entered into several leases relating to housing in Mocoa for the Company's contractors working on site and extended the office leases in Bogota, as well as storage facilities in the Medellin and Mocoa areas. The term for the leases is between 2 and 5 years up to December 2026. The Company recorded right-of-use assets of $370,399 within property and equipment (note 3). The Company recorded a corresponding net lease liability of $370,399. The incremental borrowing rate for the lease liabilities recognized during the year ended December 31, 2022, was 12.5%.

Lease liabilities changed during the years ended December 31, 2025 and 2024, as follows:

Lease Liability
Balance, December 31, 2023 $ 207,171
Cash principal and interest payments (69,377)
Interest expense 18,037
Foreign exchange difference (34,368)
Balance, December 31, 2024 $ 121,463
Cash principal and interest payments (79,442)
Interest expense 13,310
Foreign exchange difference 18,228
Balance, December 31, 2025 $ 73,559
Current portion of lease liabilities $ 73,559
Long-term portion of lease liabilities $ -

The following is a summary of the payment schedules for the recognized liabilities:

Less than 1 year 1 - 5 years More than 5 years Total
Columbia - lease $ 78,688 - - $ 78,688

11. SHARE CAPITAL

a) Authorized share capital

Unlimited number of common shares without par value.

As at December 31, 2025, the Company had 153,174,512 common shares issued and outstanding.

On March 25, 2025, the Company amended the terms of the aggregate 19,734,335 outstanding common share purchase warrants due to expire on February 15, 2027. The warrants were issued in connection with a private placement transaction that closed on February 15, 2024, and are currently exercisable at $0.20 per common share. Under the amendment, the holder of the warrant who exercises between March 25, 2025 and April 15, 2025 (the "Reduced Term") will receive for each warrant exercised, at no additional cost, one common share purchase warrant (the "Sweetener Warrant"), whereby the Sweetener Warrant will have an exercise price of $0.30 per common share and will expire on the original expiry date, being February 15, 2027. The Sweetener Warrants will be subject to a four month and one day hold period from their date of issuance.

On March 25, 2025, the Company issued 10,000,000 common shares under its at-the-market equity program (the "ATM Program") for gross proceeds of $2,017,000. The ATM Program was established on January 22, 2025, and allows the Company to issue and sell, at its discretion, up to $5,000,000 of common shares in the capital of the Company to the public from time to time at the prevailing market price when the common shares are issued. The company incurred $179,618 in share issuance costs.

On July 14, 2025, the Company acquired Grupo Minera Sol S.A.S., a private Colombian company holding 12 mining applications. As consideration, the Company issued 7,500,000 common shares of the Company to the shareholders of Grupo Minera Sol at $0.20 per share.

On July 18, 2025, the Company completed a public offering, issuing a total of 41,357,550 units at a price of $0.20 per unit, for aggregate gross proceeds of $8,271,510. Each unit consists of one common share and one common share purchase warrant with each warrant entitling the holder to acquire one common share at a $0.28 at any time on or before July 18, 2027. In connection with the public offering, agents received a total cash commission of $448,291 and were issued 2,241,453 broker warrants. Each broker warrant entitles the holder to purchase one common share at $0.28 at any time on or before July 18, 2027. The fair value of the warrants issued was $263,124 and recorded as share issuance costs. In addition, the Company incurred $312,030 share issuance cost for taxes, legal and other fees during the offering.

On November 10, 2025, the Company completed a public offering, issuing a total of 20,536,700 units at a price of $0.28 per unit, for aggregate gross proceeds of $5,750,276. Each unit consist of one common share and one full common share purchase warrant with each warrant entitling the holder to acquire one common share at a price of $0.40 at any time on or before November 10, 2028. In connection with the public offering, the Company paid a cash commission of $328,217 and issued 1,172,202 broker warrants. Each warrant entitles the holder thereof to acquire one common share at a price of $0.40 until expiry on November 10, 2028. The fair value of the warrants issued was $168,765 and recorded as share issuance costs. In addition, the Company incurred $254,812 share issuance cost for taxes, legal and other fees during the offering.

During the year ended December 31, 2025, a total of 15,891,784 warrants were exercised at an exercise price of $0.22 per warrant for total gross proceeds of $3,565,761, resulting in the issuance of 15,891,784 common shares of the Company. The Company incurred share issuance cost of $33,179 in legal and administrative costs.

23

11. SHARE CAPITAL (Continued)

During the year ended December 31, 2025, a total of 575,000 options were exercised at an average exercise price of $0.18 per option for total gross proceeds of $103,500, resulting in the issuance of 575,000 common shares of the Company.

During the year ended December 31, 2024, the Company has the following transactions:

In January 2024, the Company issued 1,236,300 common shares under its at the market equity program (the "ATM Program") for gross proceeds of $324,903. The ATM Program was established on March 22, 2023, and allowed the Company to issue and sell, at its discretion, up to $5,000,000 of common shares in the capital of the Company to the public from time to time at the prevailing market price when the common shares are issued.

On February 15, 2024, the Company completed a non brokered private placement. A total of 19,999,335 units were issued at a price of $0.15 per unit for aggregate gross proceeds of $2,999,900 of which $390,000 was for the settlement of the loan with related parties (Note 7). Each unit consists of one common share and one full common share purchase warrant with each warrant entitling the holder to acquire one additional common share at a price of $0.20 until expiry on February 15, 2027.

On March 11, 2024, the Company completed a non brokered private placement. A total of 11,000,000 units were issued at a price of $0.26 per unit for gross proceeds of $2,860,000. Each unit consists of one common share and one full common share purchase warrant with each warrant entitling the holder to acquire an additional common share at an exercise price of $0.50 until expiry on March 11, 2027.

On November 12, 2024, a total of 125,000 warrants were exercised at an exercise price of $0.20 per warrant, resulting in gross proceeds of $25,000. Each warrant entitled the holder to purchase one common share of the Company. The fair value of the warrants exercised was $62,200 which was allocated to share capital. The difference between the fair value of the warrants and the proceeds received, amounting to $37,200, has been reversed from reserves to share capital.

On November 19, 2024, a total of 140,000 warrants were exercised at an exercise price of $0.20 per warrant, resulting in gross proceeds of $28,000. Each warrant entitled the holder to purchase one common share of the Company. The fair value of the warrants exercised was $69,664 which was allocated to share capital. The difference between the fair value of the warrants and the proceeds received, amounting to $41,664, has been reversed from reserves to share capital.

On December 12, 2024, the Company completed a public offering. A total of 8,571,428 units were issued at a price of $0.35 per unit, for aggregate gross proceeds of $3,000,000. Each unit consists of one common share and one full common share purchase warrant with each warrant entitling the holder to acquire one additional common share at a price of $0.50 until expiry on February 15, 2027. The relative fair value of warrants issued was $1,177,183 and is recorded against share capital to reserves.

In connection with the public offering, the Company paid a cash commission of $160,050 and issued 457,286 broker warrants. In addition, the agent received an advisory fee of $19,000 and 57,000 advisory broker warrants. Each warrant entitles the holder thereof to acquire one common share at a price of $0.35 until expiry on December 12, 2026. The fair value of the warrants issued was $122,594 and recorded as share issuance costs. In addition, the Company incurred $388,165 share issuance cost for taxes, legal and other fees during the offering.

24

11. SHARE CAPITAL (Continued)

Share consolidation

In February 2024, the Company completed a consolidation of its issued and outstanding common shares on the basis of one new post consolidation common share for every ten pre consolidation common shares. All information relating to earnings/loss per share, issued and outstanding common shares, share options and warrants, and per share amounts in these consolidated financial statements have been adjusted retrospectively to reflect the share consolidation.

b) Warrants

During the year ended December 31, 2025, the Company recorded a fair value of $6,570,997 (December 31, 2024: $4,046,976) within reserves, for the issue of 73,612,139 (December 31, 2024: 40,835,049) warrants based on the Black Scholes model with the following weighted average variables:

December 31, 2025 December 31, 2024
Risk free interest rate 2.70% 3.96%
Expected volatility 143.72% 144.76%
Expected life (years) 2 3
Expected dividends (yield) 0% 0%
Fair value per warrant $ 0.14 $ 0.35

Information regarding warrants outstanding at December 31, 2025 is as follows:

Warrants outstanding Weighted average exercise price
Outstanding, December 31, 2023 4,330,400 $ 2.31
Issued 40,835,049 0.35
Exercised (265,000) 0.20
Expired (1,042,450) 3.98
Outstanding, December 31, 2024 43,857,999 $ 0.45
Issued 73,612,139 0.32
Exercised (15,891,784) 0.22
Expired (2,331,570) 2.20
Outstanding, December 31, 2025 99,246,784 $ 0.36
  1. SHARE CAPITAL (Continued)
Expiry date Warrants outstanding Weighted average exercise price Weighted average remaining life (years)
December 12, 2026 8,571,428 0.50 0.95
December 12, 2026 514,286 0.35 0.95
March 11, 2027 11,000,000 0.50 1.19
February 15, 2027 9,135,101 0.20 1.13
February 15, 2027 8,304,234 0.30 1.13
July 18, 2027 39,256,453 0.28 1.55
August 17, 2026 956,380 0.75 0.63
November 10, 2028 21,508,902 0.40 2.86
99,246,784 $ 0.36 1.66

c) Share Purchase Options

Option Plan

The Company has a share purchase option plan ("the Plan") that allows the issuance of options to directors, officers, employees, and consultants. Options granted under the Plan may have a maximum term of ten years, with vesting restrictions imposed at the discretion of the directors. The maximum aggregate number of securities reserved for issuance are as follows:

i. To any one person: Maximum of 5% of issued Common Shares in any 12-month period, unless approved by disinterested shareholders.
ii. To Consultants: Maximum of 2% of issued Common Shares in any 12-month period.
iii. To Investor Relations Service Providers: Maximum of 2% of issued Common Shares in any 12-month period; only Options allowed as compensation.
iv. To Non-Executive Directors:
- Maximum value of Options: $100,000 in any 12-month period.
- Combined value with other share compensation: $150,000 in any 12-month period.
v. To Insiders:
- Maximum of 10% of outstanding Common Shares reserved at any time.
- Maximum of 10% of issued Common Shares in any 12-month period, unless approved by disinterested shareholders.

The Company had the following transactions on its share options during the year ended December 31, 2025:

On January 6, 2025, the Company granted 550,000 incentive stock options to certain directors, officers, employees, and consultants. The options are exercisable at $0.34 per share, vesting immediately and expiring on January 6, 2035. Using the Black-Scholes valuation model, the fair value of the stock options granted amounted to $184,849.

On February 19, 2025, the Company granted 100,000 stock options to a consultant. The options are exercisable at $0.25 per share, vesting immediately and expiring on February 19, 2035. Using the Black-Scholes valuation model, the fair value of the stock options granted amounted to $23,743.

26

c) Share Purchase Options

On July 25, 2025, the Company granted 6,250,000 stock options to its directors, officers, employees, consultants, and investor relations personnel. The options are exercisable at $0.18 per share and expire on July 25, 2035. 6,125,000 of the options vest immediately, while the remaining 125,000 options granted to investor relations personnel will vest on a quarterly basis over a twelve-month period in tranches of 25% each. Using the Black Scholes valuation model, the fair value of the stock options granted amounted to $1,081,674.

Information regarding share purchase options outstanding at December 31, 2025 and 2024 and changes for years is as follows:

Options outstanding Weighted average exercise price
Outstanding, December 31, 2023 623,000 $ 4.21
Granted 4,800,000 0.47
Forfeited (307,500) 3.75
Expired (45,000) 6.48
Outstanding, December 31, 2024 5,070,500 $ 0.67
Issued 6,900,000 0.18
Exercised (575,000) 0.18
Expired (48,000) 4.75
Outstanding, December 31, 2025 11,347,500 $ 0.39

Information regarding share purchase options outstanding and exercisable at December 31, 2025 is as follows:

Expiry date Options outstanding Options exercisable Exercise price Weighted average remaining life (years)
April 13, 2026 25,000 25,000 5.80 0.28
December 24, 2026 65,000 65,000 5.20 0.98
February 15, 2027 20,000 20,000 5.00 1.13
February 15, 2027 25,000 25,000 6.70 1.13
February 15, 2027 10,000 10,000 5.40 1.13
October 14, 2027 77,500 77,500 1.90 1.79
March 26, 2034 4,400,000 4,400,000 0.48 8.24
July 22, 2034 150,000 150,000 0.30 8.56
December 23, 2034 250,000 187,500 0.32 8.98
January 6, 2035 550,000 550,000 0.34 9.02
February 19, 2035 100,000 100,000 0.25 9.14
July 25, 2035 5,675,000 5,581,250 0.18 9.57
11,347,500 11,191,250 0.39 8.83

Using the Black-Scholes valuation model, the fair value of the stock options granted for the year ended December 31, 2025, was $1,300,237 (December 31, 2024: $2,173,058), which is based on the following weighted average assumptions:

December 31, 2025
Risk free interest rate 3.49%
Expected volatility 130.02%
Expected life (years) 10
Expected dividends (yield) 0%
Fair value per warrant $ 0.19

Share-based compensation expense related to share purchase options for the year ended December 31, 2025, was $1,366,519 (December 31, 2024: $2,091,988) and has been recorded in the consolidated statements of loss and comprehensive loss.

12. RELATED PARTY TRANSACTIONS

The 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 has determined that key management personnel consists of executive and non-executive members of the Company's Board of Directors and corporate officers. Key management personnel received the following salaries and benefits for the years ended December 31, 2025, and 2024:

For the year ended December 31, 2025 December 31, 2024
Share-based payments $ 844,832 $ 886,400
Employee salaries and benefits 139,974 189,098
$ 984,806 $ 1,075,498

The following table provides outstanding balances and the total amount of transactions, which have been entered into by the Company with related parties during the year ended December 31, 2025, and 2024:

12. RELATED PARTY TRANSACTIONS (Continued)

For the year ended December 31, 2025 December 31, 2024
Purchases:
Cost charge by Fiore Management & Advisory Corp in which Aaron Triplett is the CFO $ 378,160 $ 294,535
Costs recharged from a company controlled by director Ian Slater $ - $ 99,000
Legal fees to Farris, LLP in which a director, Jay Sujir, is a partner¹ $ 802,961 $ 406,575
As at December 31, 2025 December 31, 2024
Amounts owed to:
Farris, LLP in which a director, Jay Sujir, is a partner $ 379,819 $ 340,959
Edwin Naranjo, Exploration Manager - 8,500
Ian Harris, CEO 87,718 57,576

¹ Portion of the fees are related to share issue cost

The amounts owed to companies controlled by directors and officers of the Company are included in accounts payable and accrued liabilities.

Loans from related party

During the year ended December 31, 2024, the Company amended the terms of the loan payable to Slater Capital Corp., a company controlled by a former director, and issued 750,000 bonus warrants as consideration for extending the due date effective January 1, 2024 (Note 11). The loan was fully settled on February 15, 2024 for $300,000 following completion of a private placement (Note 11). No amount remained outstanding as at December 31, 2025

13. SEGMENTED INFORMATION

The Company has one operating segment, which is the exploration and development of mineral properties. The Company's total assets, total liabilities and net loss are distributed in four geographic regions, Canada, Argentina and Colombia, as follows:

As at December 31, 2025 Canada Argentina Colombia Total
Total assets $ 10,432,210 $ 443 $ 1,533,369 $ 11,966,022
Total liabilities 3,264,588 - 847,301 4,111,889
Net loss (income) $ 5,636,145 $ (755) $ 10,164,878 $ 15,800,268
As at December 31, 2024 Canada Argentina Colombia Total
--- --- --- --- ---
Total assets $ 2,612,202 $ 4,843 $ 1,207,302 $ 3,824,347
Total liabilities 695,580 - 418,528 1,114,108
Net loss $ 4,496,868 $ 20,840 $ 3,846,665 $ 8,364,373

14. CAPITAL MANAGEMENT

The Company's capital consists of common shares, reserves, and deficit attributable to shareholders of the Company. The Company's objective when managing capital is to safeguard the entity's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders.

The Company sets the amount of capital in proportion to risk. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may return capital to shareholders, or issue new shares. In addition, the Company is cognizant of the impact of diluting equity shareholders and so considers this when planning the timing and amount of equity financing or other changes to the group's capital structure. The Company's capital is not subject to any external restrictions and the Company did not change its approach to capital management during the year.

15. FINANCIAL INSTRUMENTS

The Company's cash and cash equivalents, restricted cash and amounts receivable are financial assets at amortized cost and accounts payable and accrued liabilities, lease liabilities, subscriptions received in advance and loans from related party are financial liabilities at amortized cost.

Fair value

The fair values of cash and cash equivalents, restricted cash, amounts receivable, accounts payable and accrued liabilities and loans from related party approximate their carrying amounts, largely due to the short-term maturities of these instruments. The carrying value of the Company's lease liabilities are measured as the present value of the discounted future cash flows.

Fair Value hierarchy. The Company classifies financial assets and liabilities that are recognized on the statement of financial position at fair value in a hierarchy that is based on significance of the inputs used in making the measurements. The levels in the hierarchy are:

  • Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities,
  • Level 2 - Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices);
  • Level 3 - Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

Financial risk management

Credit risk

Credit risk is the risk of potential loss to the Company if a counter party to a financial instrument fails to fulfil its contractual obligations. The Company's credit risk is attributable to its liquid financial assets including cash and cash equivalents. The Company is exposed to credit risk with respect to its cash and cash equivalents. All cash and cash equivalents are on deposit with major Canadian or Colombian financial institutions.

Interest rate risk

The Company is not exposed to significant interest rate risk.

15. FINANCIAL INSTRUMENTS (Continued)

Exchange rate risk

The Company is exposed to currency risk to the extent that monetary assets and liabilities held by the Company are not denominated in Canadian dollars. The Company has not entered into any foreign currency contracts to mitigate this risk.

A 10% change in the average exchange rate for the year, with all other variables held constant, would have the following impact on the Company's net loss:

10% change in USD 10% change in COP 10% change in EUR
Change in net loss $ 53,817 $ 109,191 $ 19,307

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 by which it projects the funds required to support its operations. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments.

The Company currently has cash of $8,627,500 and current liabilities of $4,111,889.

16. INCOME TAX

Income tax expense (recovery) differs from applying Canadian federal and provincial income tax rates to income (loss) before taxes. The differences are summarized below:

For the year ended December 31, 2025 For the year ended December 31, 2024
Net Income before taxes (loss) for the period (15,800,268) (8,364,373)
Statutory tax rate 27.00% 27.00%
Recovery of tax at statutory rates (4,266,072) (2,258,381)
Permanent differences and other 371,551 617,204
Change in prior period estimates (64,318) 554,590
Rate Differential (834,106) (351,712)
Foreign exchange (827,522) 291,865
Change in DITA not recognized 5,620,467 1,146,434
Tax recovery (0) 0

16. INCOME TAX (Continued)

The Company's deductible temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated statements of financial position as at December 31, 2025 and 2024 are as follows:

As at December 31, 2025 As at December 31, 2024
Tax loss carryforwards 30,445,810 24,169,684
Mineral properties 28,952,266 17,407,304
Financing costs - 20(1)(e) 1,956,141 1,046,527
Lease Liability 18,785 121,463
Fixed Assets 118,366 88,860
Investment Tax Credits 24,839 24,839
Capital loss carryforwards 27,935 27,935
Subtotal 61,544,141 42,886,612

The Company has non-capital loss carryforwards of approximately $30,526,209 (December 31, 2024, $24,353,912), primarily related to Canada, which may be available to offset future income for income tax purposes. The Company recognizes the benefits of tax losses only to the extent of the reversal of taxable temporary differences in relevant jurisdictions within the carry forward period. The available non-capital losses can be carried forward for 20 years in Canada. In addition, The Company has capital loss carryforwards of approximately $27,935 (December 31, 2024 - $27,935) which can be carried forward indefinitely.

17. SUBSEQUENT EVENTS

a) Subsequent to year-end, a total of 24,052,186 warrants were exercised at an average exercise price of $0.34 for total gross proceeds of $8,096,927, resulting in the issuance of a total of 24,052,186 common shares of the Company.

b) Subsequent to year-end, a total of 1,537,500 options were exercised at an average exercise price of $0.19 for total gross proceeds of $298,750, resulting in the issuance of a total of 1,537,500 common shares of the Company.

c) On January 14, 2026, the Company closed a non-brokered private placement (the "Offering") for aggregate gross proceeds of $12,000,000, of which a net amount of $2,667,636 was received prior to year-end and recorded as subscriptions received in advance as at December 31, 2025. Pursuant to the Offering, the Company issued an aggregate of 30,000,000 units at a price of $0.40 per Unit. Each Unit consists of one common share of the Company and one half of one common share purchase warrant. Each Warrant is exercisable to acquire one share at an exercise price of $0.60 per share until January 14, 2029. In connection with the Offering, the Company paid aggregate finder's fees of $585,450 in cash and issued an aggregate of 1,463,625 non-transferable finder's warrants to certain eligible parties, in accordance with applicable securities laws and the policies of the Exchange.

d) On March 11, 2026, the company announced that it had granted an aggregate of 8,650,000 incentive stock options to certain directors, officers, employees, consultants, and investor relations personnel. The options are exercisable at a price of $0.94 per share, expire on March 11, 2036, and vest immediately, except for 250,000 options granted to investor relations personnel, which vest quarterly over a twelve-month period in accordance with TSX Venture Exchange requirements.

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