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Etruscus Resources Corp. Interim / Quarterly Report 2026

Feb 11, 2026

47595_rns_2026-02-11_6855cb88-e2b6-4c44-a03e-2fa073f608b9.pdf

Interim / Quarterly Report

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{0}------------------------------------------------

ETRUSCUS RESOURCES CORP. Condensed Interim Financial Statements December 31, 2025

(Expressed in Canadian Dollars)

{1}------------------------------------------------

Index to Condensed Interim Financial Statements

For the three and nine-month periods ended December 31, 2025

(Expressed in Canadian Dollars)

Page
MANAGEMENT'S RESPONSIBILITY FOR UNAUDITED CONDENSED INTERIM FINANCIAL
STATEMENTS AND NOTICE OF NO AUDITOR REVIEW
2
FINANCIAL STATEMENTS:
Condensed Interim Statements of Financial Position 3
Condensed Interim Statements of Operations and Comprehensive Loss 4
Condensed Interim Statements of Changes in Equity 5
Condensed Interim Statements of Cash Flows 6
Notes to Condensed Interim Financial Statements 7-21

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MANAGEMENT'S RESPONSIBILITY FOR UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS AND NOTICE OF NO AUDITOR REVIEW

The accompanying condensed interim financial statements of Etruscus Resources Corp. (the "Company") are the responsibility of management and have not been reviewed by the Company's auditors.

These condensed interim financial statements have been prepared by management, on behalf of the Board of Directors, in accordance with the accounting policies disclosed in the notes to the unaudited condensed interim financial statements. Where necessary, management has made informed judgments and estimates in accounting for transactions which were not complete at the financial position date. In the opinion of management, the condensed interim financial statements have been prepared within acceptable limits of materiality and are in accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board using accounting policies consistent with International Financial Reporting Standards appropriate in the circumstances.

The Company has established processes, which are in place to provide it sufficient knowledge to support management representations that it has exercised reasonable diligence that (i) the condensed interim financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of, and for the periods presented by, the condensed interim financial statements and (ii) the condensed interim financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of the date of and for the periods presented by the condensed interim financial statements.

The Board of Directors is responsible for reviewing and approving the condensed interim financial statements together with other financial information of the Company and for ensuring that management fulfills its financial reporting responsibilities. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process and the condensed interim financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the condensed interim financial statements together with other financial information of the Company for issuance to the shareholders.

Management recognizes its responsibility for conducting the Company's affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.

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Condensed Interim Statements of Financial Position As at December 31, 2025 (Expressed in Canadian Dollars) (prepared by management)

December 31, March 31,
2025 2025
(unaudited) (audited)
ASSETS
Current assets
Cash and cash equivalents \$
171,228
\$
873,063
Receivables (Note 3) 6,082 8,510
Prepaid expenses (Note 4) - 39,791
Total current assets 177,310 921,364
Exploration and evaluation assets (Note 5) 4,746,152 3,938,387
Reclamation deposit 24,900 24,900
Equipment (Note 6) 2,372 858
Right-of-use assets (Note 6) 45,850 4,435
Total assets \$ 4,996,584 \$ 4,889,944
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities (Note 7) \$
19,044
\$
75,734
Due to related parties (Note 9) 123,585 122,623
Lease liability (Note 7) 17,166 5,188
Flow-through share premium liability (Note 8) - 113,970
Total current liabilities 159,795 317,515
Lease liability (Note 7) 29,891
Total liabilities 189,686 317,515
EQUITY
Share capital (Note 8) 9,743,087 9,381,056
Equity reserves 954,946 795,250
Deficit (5,891,135) (5,603,877)
Total equity 4,806,898 4,572,429
Total liabilities and equity \$ 4,996,584 \$ 4,889,944

Nature of Operations and Going Concern (Note 1)

Approved and authorized on behalf of the Board on February 11, 2026.

Fiore Aliperti Director

Michael Sikich Director

{4}------------------------------------------------

Condensed Interim Statements of Operations and Comprehensive Loss For the three and nine-month periods ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)

(unaudited – prepared by management)

Nine months
ended
December 31,
2025
Nine months
ended
December 31,
2024
Three months
ended
December 31,
2025
Three months
ended
December 31,
2024
Operating Expenses:
Communications
Consulting fees (Note 9)
Depreciation (Note 6)
Office and general
Professional fees
Regulatory and transfer agent fees
Rent
Share-based compensation (Note 8)
\$
9,328
184,941
14,445
11,668
19,214
18,205
12,315
156,564
\$
8,407
137,250
13,593
22,042
14,545
15,267
13,137
14,013
\$
3,323
45,750
4,973
3,392
12,409
6,579
4,105
-
\$
1,098
45,525
4,531
3,603
6,703
5,025
4,381
-
Travel 5,150 3,472 3,538 1,290
Total operating expenses (431,830) (241,726) (84,069) (72,156)
Finance income
Accretion of lease liability discount
Other income from settlement of flow
through share premium liability (Note 8)
Write-down of exploration and evaluation
assets (Note 5)
8,477
(2,542)
138,637
-
5,032
(1,245)
43,629
(1,495,130)
1,128
(1,200)
6,582
-
2,302
(295)
16,733
-
Loss and comprehensive loss for the
period
\$ (287,258) \$ (1,689,440) \$ (77,559) \$ (53,416)
Basic and diluted loss per common share \$
(0.00)
\$
(0.03)
\$
(0.00)
\$
(0.00)
Weighted average number of common
shares outstanding:
Basic and diluted 62,598,100 50,854,488 64,309,527 53,314,926

{5}------------------------------------------------

Condensed Interim Statements of Changes in Equity For the periods ended December 31, 2025 and 2024

(Expressed in Canadian Dollars)

(unaudited – prepared by management)

Share Capital
Number of
Shares
Amount Equity
Reserves
Deficit Total Equity
Balance at March 31, 2024 48,085,361 \$ 8,192,190 \$ 778,112 \$ (3,800,971) \$ 5,169,331
Private placements 5,285,000 552,000 - - 552,000
Share issuance costs - (3,630) 779 - (2,851)
Flow through share premium
liability - (61,000) - - (61,000)
Share-based compensation - - 14,013 - 14,013
Loss for the period - - - (1,689,440) (1,689,440)
Balance at December 31, 2024 53,370,361 \$ 8,679,560 \$ 792,904 \$ (5,490,411) \$ 3,982,053
Private placements 7,215,833 817,250 - - 817,250
Share issuance costs - (20,087) 2,346 - (17,741)
Flow-through share premium
liability - (95,667) - - (95,667)
Loss for the period - - - (113,466) (113,466)
Balance at March 31, 2025 60,586,194 \$ 9,381,056 \$ 795,250 \$ (5,603,877) \$ 4,572,429
Private placements 3,723,333 397,000 - - 397,000
Share issuance costs - (10,302) 3,132 - (7,170)
Flow-through share premium
liability - (24,667) - - (24,667)
Share-based compensation - - 156,564 - 156,564
Loss for the period - - - (287,258) (287,258)
Balance at December 31, 2025 64,309,527 \$ 9,743,087 \$ 954,946 \$ (5,891,135) \$ 4,806,898

{6}------------------------------------------------

Condensed Interim Statements of Cash Flows For the nine-month periods ended December 31, 2025 and 2024 (Expressed in Canadian Dollars)

(unaudited – prepared by management)

2025 2024
Cash flows provided by (used in) operating activities
Loss for the period \$
(287,258)
\$ (1,689,440)
Add-back non-cash items:
Depreciation 14,445 13,593
Accretion of lease liability discount 2,542 1,245
Other income from settlement of flow-through share
premium liability (138,637) (43,629)
Share-based compensation 156,564 14,013
Write-down of exploration and evaluation assets - 1,495,130
Changes in non-cash working capital items:
Receivables 2,428 (4,039)
Prepaid expenses 39,791 6,395
Accounts payable and accrued liabilities (43,431) (22,643)
Due to related parties 962 14,002
Net cash used in operating activities (252,594) (215,373)
Cash flows provided by (used in) investing activities
Investment in exploration and evaluation assets (821,024) (238,219)
Equipment purchased (2,354) -
Exploration tax credit - 115,500
Net cash
used in investing activities
(823,378) (122,719)
Cash flows provided by (used in) financing activities
Proceeds from issuance of shares 397,000 552,000
Share issue costs (7,170) (2,851)
Lease payments (15,693) (15,525)
Net cash provided by
financing activities
374,137 533,624
Change in cash and cash equivalents during the period (701,835) 195,532
Cash and cash equivalents, beginning of period 873,063 73,106
Cash and cash equivalents, end of period \$
171,228
\$
268,638
Cash and cash equivalents consist of:
Bank deposits \$
171,228
\$
268,638

Supplemental Disclosure with Respect to Cash Flows (Note 12)

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Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended December 31, 2025 (Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

Etruscus Resources Corp. ("the Company") was incorporated under the Business Corporations Act (British Columbia) on July 1, 2017. The Company's registered office is located at Suite #1400 - 1125 Howe St., Vancouver, British Columbia, V6Z 2K8, and its operating office is located at Suite #604 - 850 West Hastings St., Vancouver, British Columbia V6C 1E1. The Company's common shares are listed for trading on the Canadian Securities Exchange ("CSE") under the symbol "ETR".

The Company is engaged in the exploration and evaluation of mineral properties and has not yet determined whether any of its properties contain economically recoverable reserves. To date, the Company has not earned any operating revenues and is in the exploration stage. The mining exploration business involves a high degree of risk. The recoverability of the amounts expended on mineral interests by the Company is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the exploration and development of its mineral properties and upon future profitable production or proceeds from disposition of its mineral interests.

These condensed interim financial statements have been prepared on the basis that the Company will continue as a going concern which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operations. As an exploration stage company, at December 31, 2025 the Company has incurred an accumulated deficit since its inception of \$5,891,135 and has not generated revenue from operations and on that date it had working capital of \$17,515. The ability of the Company to continue as a going concern depends upon its ability to raise adequate financing and to ultimately develop profitable operations. These factors indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern.

Since incorporation on July 1, 2017, the Company raised equity financing from investors to provide for its earlystage exploration and working capital needs. The Company expects to undertake additional fundraising over the ensuing year, likely through private placements but the Company may also consider convertible debentures, third party earn-ins or joint ventures using debt or equity financing structures, to ensure the continuation of Company's exploration activities. To the extent future financing is not available, future working capital commitments may not be satisfied, and future exploration programs would face curtailment and could result in a loss of property ownership or earning opportunities for the Company.

There can be no assurance that the Company will be able to raise the funds necessary to continue future operations beyond the end of the current fiscal year. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded on the statements of financial position. These condensed interim financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.

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Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended December 31, 2025 (Expressed in Canadian Dollars)

2. MATERIAL ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently to all periods presented in these condensed interim financial statements.

Basis of presentation

These condensed interim financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board and are presented in Canadian dollars which is the financial currency of the Company. These condensed interim financial statements have been prepared on a historical cost basis, except for certain financial instruments which are classified as fair value through profit or loss. In addition, these condensed interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

These condensed interim financial statements should be read in conjunction with the Company's annual financial statements and notes thereto for the year ended March 31, 2025. These condensed interim financial statements do not include all disclosures required in annual financial statements but rather they follow recommendations for condensed interim financial statements in accordance with International Accounting Standard 34, Interim Financial Reporting ("IAS 34") as issued by the International Accounting Standards Board ("IASB"). These condensed interim financial statements follow the same accounting policies and methods of their application as those followed in the March 31, 2025 annual financial statements.

New accounting standards

There are no material accounting policy amendments for the fiscal year commencing April 1, 2025.

Future accounting standard

IFRS 18, "Presentation and Disclosure in Financial Statements", effective for annual reporting periods beginning on or after January 1, 2027, updates the requirements for presenting and disclosing information in financial statements, primarily focusing on the statement of profit or loss. It introduces three new categories for income and expense items: operating, financing, and investing, along with specified subtotals like "Operating profit or loss". IFRS 18 also enhances disaggregation guidance and requires companies to disclose management-defined performance measures. Management is currently assessing the effect of this new standard on the Company's consolidated financial statements.

3. RECEIVABLES

December 31,
2025
March 31,
2025
Recoverable sales taxes
Other receivables
\$ 6,082
-
\$ 7,510
1,000
Total receivables \$ 6,082 \$ 8,510

{9}------------------------------------------------

Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended December 31, 2025 (Expressed in Canadian Dollars)

4. PREPAID EXPENSES

The deposits and prepaid expenses of the Company consist of the following:

December 31,
2025
March 31,
2025
Prepaid consultant-
third party contract
\$
-
\$ 39,791
\$
-
\$ 39,791

5. EXPLORATION AND EVALUATION ASSETS

Rock & Roll
Property*
Pheno
Property*
Lewis
Property
Total
Balance, March 31, 2024 \$ 3,631,453 \$
30,032
\$ 1,488,630 \$ 5,150,115
Additions:
Accommodation and camp costs 29,120 8,058 - 37,178
Assays and laboratory analysis 8,608 11,569 - 20,177
Field expenses 3,757 - - 3,757
Geological and geophysical consulting 85,160 13,925 7,000 106,085
Helicopters and aircraft support 35,919 27,096 - 63,015
Licenses, claim fees and permits 4,765 17,141 - 21,906
Surveying 32,984 - - 32,984
Less:
Recoveries: tax credits
(1,200) - (500) (1,700)
Less: Write-downs - - (1,495,130) (1,495,130)
Subtotal-
net additions
(reductions)
199,113 77,789 (1,488,630) (1,211,728)
Balance, March 31, 2025 \$ 3,830,566 \$ 107,821 \$
-
\$ 3,938,387
107,821
Additions:
Accommodations and camp costs 80,198 - - 80,198
Assays and laboratory analysis 61,329 5,317 - 66,646
Community relations 8,055 - - 8,055
Drilling 263,674 - - 263,674
Field expenses 2,389 407 - 2,796
Geological and geophysical consulting 64,273 10,750 - 75,023
Helicopter and aircraft support 291,508 17,055 - 308,563
Licenses, claim fees and permits 22,810 - - 22,810
Less:
Recoveries
(20,000) - - (20,000)
Subtotal-
net additions
774,236 33,529 - 807,765
Balance, December 31, 2025 \$ 4,604,802 \$
141,350
\$
-
\$ 4,746,152

(* Note- The capitalized costs of Rock & Roll previously included the costs of the contiguous Pheno claims. Effective September 30, 2025, the Pheno Property capitalized costs are itemized separately from Rock & Roll and presented on a retrospective basis)

{10}------------------------------------------------

Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended December 31, 2025 (Expressed in Canadian Dollars)

5. EXPLORATION AND EVALUATION ASSETS – Mineral Properties (continued)

Rock & Roll Property, Liard Mining Division, Northwest British Columbia, Canada

The Rock & Roll Property (the "Property" or "Rock & Roll") was assembled by the Company into a fifty-eight (58) contiguous mineral claim parcel totaling 29,344 hectares ("ha") situated in the Liard Mining Division of British Columbia, in the Iskut River Valley of the Coast Mountains in northwestern British Columbia. A group of 15 of those claims are now referred to as the "Pheno Property", which was staked and re-staked in 2023 and 2024 as part of Rock & Roll. However, as of September 30, 2025, the Company began presenting its Pheno Property costs separate from Rock & Roll, and has applied this change on a retrospective basis.

With respect to Rock & Roll, it now consists of 43 claims totalling 23,726 ha, of which the first 14 claims acquired in 2018 are subject to a 2% net smelter return ("NSR") royalty, held by a group of six parties (the "Royalty Holders"). The Company received an option to purchase one-half of the 2% NSR (the "NSR Buyout Option") for a future payment of \$2,000,000 to the Royalty Holders within 30 days of the commencement of commercial production or December 31, 2030, whichever comes earlier.

Equity has notified the Company that there may be unregistered royalties on the Property in favour of Prime Equities International Corporation, in relation to the original 14 claims. To the Company's best information and belief, such royalties (i) are not evidenced by any completed legal instrument and (ii) have not been the subject of any notice or claim to Equity asserting such royalties. The Company has agreed to indemnify Equity against all costs, charges, and expenses, including any amount paid to settle a threatened or an actual action or to satisfy a judgment, reasonably incurred by Equity in the event that such possible royalties are validated as existing legal obligations binding on the Property.

Pheno Property, Liard Mining Division, Northwest British Columbia, Canada

The Pheno Property consists of 15 mineral claims totalling 5,618 ha, covering an area of approximately 5 km x 14 km. The claims were staked following a review of highly anomalous REE tenors returned from rock sampling during a 2011 program of BC government reconnaissance mapping. The Company's initial summer 2024 exploration program successfully identified unique Rare Earth Elements (REE) spread across a very large area. In 2025, a follow up program was able to outline multiple REE enriched dikes emplaced within the consistently anomalous peralkaline volcanic flows that cover an area of 5 km. Although it is early stage, the property appears highly encouraging for a possible large mineralized REE system.

{11}------------------------------------------------

Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended December 31, 2025 (Expressed in Canadian Dollars)

6. EQUIPMENT AND RIGHT-OF-USE ASSETS

Equipment: Computers
&
Furniture
&
software fixtures Total
Cost:
Balance, March
31, 2024
and
2025
\$ 4,938 \$ 8,938 \$ 13,876
Disposal (4,938) - (4,938)
Additions 2,354 - 2,354
Balance, December 31, 2025 \$ 2,354 \$ 8,938 \$ 11,292
Accumulated depreciation:
Balance, March
31, 2024
\$ 4,938 \$ 7,712 \$
12,650
Depreciation
for the year
- 368 368
Balance, March 31, 2025 \$ 4,938 \$ 8,080 \$
13,018
Disposal (4,938) - (4,938)
Depreciation for the period 648 192 840
Balance, December 31, 2025 \$
648
\$ 8,272 \$ 8,920
Net book value – December 31, 2025
Net book value –
March
31, 2025
\$ 1,706
\$
-
\$
666
\$
858
\$ 2,372
\$
858
Right-of-use assets:
Cost:
Balance, March
31, 2024 and 2025
\$ 53,262
Maturity of lease (53,262)
Additions during the period* 55,020
Balance, December 31, 2025 \$ 55,020
Accumulated depreciation:
Balance, March 31, 2024 \$ 31,074
Depreciation
for the year
17,753
Balance, March 31, 2025 48,827
Depreciation for the period 13,605
Maturity of lease (53,262)
Balance, December 31, 2025 \$ 9,170
Net book value – December 31, 2025 \$ 45,850

* Right-of-use assets added during the period consists of \$55,020 recognized pursuant to the application of IFRS 16 Leases.

Net book value – March 31, 2025

\$ 4,435

{12}------------------------------------------------

Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended December 31, 2025 (Expressed in Canadian Dollars)

7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES AND LEASE LIABILITY

Accounts payable and accrued liabilities for the Company are comprised as follows:

December 31,
2025
March 31,
2025
Accounts payable
Accrued liabilities
\$ 19,044
-
\$ 45,734
30,000
\$ 19,044 \$ 75,734

Lease liability:

On June 30, 2025, the Company's three-year premises sublease matured, and a new sublease agreement for another three-year period commencing July 1, 2025 was signed. The sublandlord for the new and old premises subleases is Metallis Resources Inc. ("MTS"), a public company related by two common directors and a common officer. As before, the sublease is for ½ of the space leased by MTS for fixed monthly lease payments of \$1,744 per month for the first two years which is the same rate as the lease which just expired, rising to \$1,800 per month for the third year. The company applied a 10% discount rate to determine the fair value of the lease and the corresponding value of the Right-of-use asset, which was the same rate as was applied by the sublandlord to its head lease.

The following table summarizes the lease liability recognized in the financial statements:

Lease term:
7/1/25 – 6/30/28
Lease term: 7/1/22 – 6/30/25 Total
Balance, March 31, 2024 \$ - \$ 24,529 \$
24,529
Lease
payments
Accretion of lease liability discount
-
-
(20,758)
1,417
(20,758)
1,417
Balance, March 31, 2025 \$ - \$ 5,188 \$
5,188
Additions
Lease payments
Accretion of lease liability discount
55,020
(10,462)
2,499
-
(5,231)
43
55,020
(15,693)
2,542
Balance, December 31, 2025 \$ 47,057 \$ - \$
47,057
Allocation:
Short-term portion of lease liability
Long-term portion of lease liability
\$ 17,166
29,891
Total lease liability at December 31, 2025 \$ 47,057

{13}------------------------------------------------

Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended December 31, 2025 (Expressed in Canadian Dollars)

7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES AND LEASE LIABILITY (continued)

Lease liability: (continued)

Fixed lease payment obligations over the next five years:

Fiscal years ended March 31:
2026 \$
5,231
2027 20,925
2028 21,431
2029 5,400
2030 -
Total \$ 52,987

8. SHARE CAPITAL

Authorized: Unlimited number of common shares, without par value.

Issued: 64,309,527 common shares (March 31, 2025 – 60,586,194 common shares).

Transactions for the period ended December 31, 2025:

During the nine-month period ended December 31, 2025, the Company completed the second tranche of a private placement, under which the first tranche closed in March 2025. The second and final tranche raised \$397,000, consisting of 1,233,333 flow-through units for gross proceeds of \$148,000 and 2,490,000 non-flow-through units for gross proceeds of \$249,000. For the two-tranche financing, \$1,214,250 was raised by the issuance of 4,922,500 non-flow-through units at \$0.10 per unit and 6,016,666 flow-through units at \$0.12 per unit. Finders' fees were paid in the final tranche to registered finders comprised of fees of \$6,580 and 54,833 finders' warrants exercisable at \$0.15 per share for a 2-year period, and valued at \$3,132, and filing fees of \$590 were incurred. For the financing as a whole, total finders' fees were \$23,060, filing fees were \$1,851 and 96,833 finders' warrants were issued, valued at \$5,718 using the following Black Scholes model parameters:

Parameters for Finders' fees: Period ended
December 31,
2025
Year ended
March 31,
2025
Weighted average fair value at issue
date
\$ 0.05 \$ 0.07
Risk-free interest rate 2.73% 3.09%
Expected dividend yield - -
Expected life (years) 2.0 2.0
Expected stock price volatility 128% 129%
Expected forfeiture rate - -

Flow-through funds were used exclusively for qualifying exploration expenditures, and all required flow-through spending was incurred during the period, which includes the drilling program this summer at the Zappa copper-gold porphyry target on the Rock & Roll Property. Non-flow-through funds have been used for both exploration and working capital.

{14}------------------------------------------------

Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended December 31, 2025 (Expressed in Canadian Dollars)

8. SHARE CAPITAL (continued)

Transactions for the period ended December 31, 2025: (continued)

Each non-flow-through unit consists of one common share and one-half (1/2) of a non-transferable share purchase warrant with each whole warrant exercisable into one additional common share at a price of \$0.15 per share for a 2-year period. Each flow-through unit consists of one flow-through common share and one-half (1/2) of one nonflow-through, non-transferable share purchase warrant with each whole warrant exercisable into one additional common share at a price of \$0.18 per share for a 2-year period.

All shares issued under the private placement were subject to a hold period of four months and a day from the date of issuance.

Transactions for the year ended March 31, 2025:

  • a) During June 2024, the Company completed a private placement of \$150,000 by the issuance of 1,875,000 common shares at a price of \$0.08 per share to a single subscriber. No finder's fees or issuance costs were incurred.
  • b) In November 2024, the Company completed a two-tranche private placement of \$402,000 through the issuance of 2,440,000 flow-through units at \$0.125 per unit for gross proceeds of \$305,000 and 970,000 non-flowthrough units at \$0.10 per unit for gross proceeds of \$97,000. The first tranche totalled \$392,000 and closed on September 11, 2024. Each flow-through unit consisted of one flow-through common share and one-half (1/2) of one non-flow-through, non-transferable share purchase warrant with each whole warrant exercisable into one additional common share at a price of \$0.18 per share for a 2-year period. Each non-flow-through unit consisted of one common share and one-half (1/2) of a non-transferable share purchase warrant with each whole warrant exercisable into one additional common share at a price of \$0.15 per share for a 2-year period.

Total issuance costs of \$3,390 were incurred, consisting of finders' fees of \$1,600, filing fees of \$1,251 and \$539 being the fair value under the Black Scholes model of 16,000 finders' warrants issued to registered finders in respect of the private placement, which have the same terms and conditions as the non-flow-through unit warrants.

c) In March 2025, the Company completed the first tranche of a private placement, raising \$817,250 through the issuance of 4,783,333 flow-through units at \$0.12 per unit for gross proceeds of \$574,000 and 2,432,500 nonflow-through units at \$0.10 per unit for gross proceeds of \$243,250. Each flow-through unit consisted of one flow-through common share and one-half (1/2) of one non-flow-through, non-transferable share purchase warrant with each whole warrant exercisable into one additional common share at a price of \$0.18 per share for a 2-year period. Each non-flow-through unit consisted of one common share and one-half (1/2) of a nontransferable share purchase warrant with each whole warrant exercisable into one additional common share at a price of \$0.15 per share for a 2-year period.

Total issuance costs of \$20,327 were incurred, comprised of finders' fees of \$16,480, filing fees of \$1,261 and \$2,586 being the Black- Scholes fair value of 42,000 finders' warrants issued to registered finders in respect of the private placement. Finders' warrants have the same terms as the non-flow-through unit warrants.

{15}------------------------------------------------

Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended December 31, 2025 (Expressed in Canadian Dollars)

8. SHARE CAPITAL (continued)

Flow-through share premium liability:

The Company's issuance of flow-through common shares as described above resulted in flow-through share premium liabilities which are reduced by the incurrence of qualifying exploration expenses on a pro-rata basis. During the period ended December 31, 2025, the Company's qualifying expenditures of \$827,765 exceeded the total flow-through obligations of \$813,518. As a result, the Company had no further flow-through spending obligations at the end of the period, as follows:

Nine
months
ended
Year
ended
December 31, March 31,
Changes in Flow-through share premium liability: 2025 2025
Balance, beginning of period \$
113,970
\$
6,915
Liability incurred on flow-through shares issued 24,667 156,667
Settlement of flow-through share premium liability upon
incurring eligible expenditures
(138,637) (49,612)
Balance, end of period \$
-
\$
113,970

Stock Options:

At the Company's Annual and Special Meeting ("ASM") on November 21, 2023, the shareholders approved the Amended and Restated Stock Option Plan ("SOP") which has a three-year term under which the Company is authorized to grant stock options to executive officers and directors, employees and consultants. The exercise price of each stock option granted shall not be less than the discounted market price as calculated and defined in the policies of the CSE. The options can be granted for a maximum term of 10 years and vest at the discretion of the Board of Directors at the time of grant. Stock options granted to employees or consultants in respect of investor relations activities follow the vesting provisions whereby no more than 25% of the grant vests each three months, measured from the date of grant.

During the period ending December 31, 2025, the Company granted 2,100,000 stock options of which 1,350,000 were to directors and officers and 750,000 stock options were to a total of 7 different consultants. The options are exercisable at \$0.12 per share for a five-year period. Share-based compensation of \$156,564 was recorded using the Black-Scholes option model.

The following parameters were used for valuing stock options:

July 2025
option grant
Weighted average assumptions:
Weighted average fair value at grant date \$ 0.08
Risk-free interest rate 2.99%
Expected dividend yield -
Expected option life (years) 5.0
Expected stock price volatility 103%
Expected forfeiture rate -

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

Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended December 31, 2025 (Expressed in Canadian Dollars)

8. SHARE CAPITAL (continued)

Stock Options: (continued)

Number of stock options outstanding: Number of
Stock options
Weighted
average
exercise price
Balance at March 31, 2024 2,351,111 \$
0.21
Options granted
Options expired
300,000
(60,000)
0.15
0.25
Balance at March 31, 2025 2,591,111 0.21
Options granted
Options expired
2,100,000
(816,111)
0.12
0.33
Balance at December 31, 2025 3,875,000 \$
0.13

The following table shows outstanding and vested stock options as at December 31, 2025:

Expiry Date Number of
outstanding
stock options
Number of
vested stock
options
Exercise
price
( \$ )
Weighted average
remaining contractual
life (years)
October 26, 2027 1,475,000 1,475,000 0.15 1.82
May 30, 2029 300,000 300,000 0.15 3.41
July 29, 2030 2,100,000 2,100,000 0.12 4.58
Total outstanding options 3,875,000 3,875,000 3.44

Restricted Share Units:

At the ASM on November 21, 2023, the shareholders also approved the Restricted Share Unit Plan for a three-year period under which the Board may grant restricted share units ("RSUs") to directors, officers and employees. RSUs are subject to vesting requirements of up to three years but can be settled by issuing shares from treasury or disbursing cash. RSUs provide a means to earn compensation though an equity plan without making a stock option exercise payment. As at December 31, 2025, no RSU's had been granted.

At no time may the combined total of stock options and RSUs exceed 10% of the outstanding common shares.

{17}------------------------------------------------

Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended December 31, 2025 (Expressed in Canadian Dollars)

8. SHARE CAPITAL (continued)

Warrants:

Through certain unit offerings that completed, the Company has issued warrants in addition to shares. Warrant transactions are summarized as follows:

Schedule of changes in share purchase warrants: Number of
warrants
Weighted average
exercise price
Balance at March 31, 2024
Warrants issued
2,845,646
5,370,915
\$
0.24
0.17
Balance at March
31, 2025
8,216,561 \$
0.19
Warrants expired
Warrants issued
(2,845,646)
1,916,499
0.24
0.16
Balance at December
31, 2025
7,287,414 \$
0.16

As at December 31, 2025, the following warrants are outstanding:

Expiry Date Number of warrants
outstanding and
exercisable
Exercise
price
( \$ )
Remaining contractual
life (years)
September 11, 2026 1,228,000 0.15 0.70
September 11, 2026 435,000 0.18 0.70
November 20, 2026 58,000 0.15 0.89
March 20, 2027 1,258,250 0.15 1.22
March 20, 2027 2,391,665 0.18 1.22
July 29, 2027 1,299,833 0.15 1.58
July 29, 2027 616,666 0.18 1.58
Total 7,287,414 1.18

9. RELATED PARTY TRANSACTIONS AND BALANCES

All related party transactions are recorded at the exchange amount which is the amount agreed to by the Company and the related party.

The following related parties for the periods presented include key management personnel consisting of officers, and directors of the Company and those entities in which such individuals may hold positions that result in them having control or significant influence over the financial or operational policies of these entities:

a) Avanti Consulting Inc. is a company controlled by the President and CEO of the Company, providing such services to the Company commensurate with the position;

{18}------------------------------------------------

Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended December 31, 2025 (Expressed in Canadian Dollars)

9. RELATED PARTY TRANSACTIONS AND BALANCES (continued)

  • b) Hatch 8 Consulting is a company controlled by a director and former Chief Executive Officer of the Company, who has provided occasional consulting services to the Company;
  • c) Lever Capital Corp. is a company owned by the Chief Financial Officer and provides consulting services to the Company;
  • d) Wetherup Geological Consultants is a business operated by the Company's Vice-President of Exploration and provides the Company with geological consulting services. Amounts billed are recognized as either capitalized under exploration and evaluation assets or expensed under Property investigation; and
  • e) Metallis Resources Inc. ("MTS") is a public company that has two directors and an officer in common with the Company. Etruscus subleases one-half of MTS' office premises. Consequently, some administrative costs are accordingly shared or reimbursable and are payable on demand.

Amounts owing to related parties at December 31, 2025 is \$123,585 (March 31, 2025 - \$122,623), comprised of amounts owing to management of \$121,058 (including GST), and amounts owing to MTS of \$2,527 as follows:

i) The aggregate value of key management compensation and outstanding balances relating to the above noted related parties are as follows:

Transactions
for the period
ended
December 31,
2025
Transactions
for the
year ended
March 31,
2025
Balance
payable as at
December 31,
2025
Balance
payable as at
March 31,
2025
Short-term benefits:
Avanti Consulting Inc.
Hatch 8 Consulting
Lever Capital Corp.
Wetherup Geological Consultants
(a)
(b)
(c)
(d)
\$
54,000
6,000
40,500
-
\$ 72,000
-
54,000
8,100
\$ 41,100
37,800
35,438
6,720
\$ 41,100
37,800
35,438
6,720
Total \$ 100,500 \$ 134,100 \$ 121,058 \$ 121,058

ii) During the period ended December 31, 2025, the Company entered into transactions with MTS as follows:

Due to MTS,
March 31,
2025
Invoiced
Rent \$
76
\$ 28,008 \$ 28,084 \$
-
Office
Total
1,489
\$ 1,565
5,084
\$ 33,092
4,046
\$ 32,130
2,527
\$ 2,527

Amounts due to related parties are non-interest bearing, unsecured and due on demand.

{19}------------------------------------------------

Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended December 31, 2025 (Expressed in Canadian Dollars)

10. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Financial instruments consist of financial assets and financial liabilities and are accounted for under IFRS 9 – Financial Instruments. Financial instruments are initially recognized at fair value along with, in the case of a financial asset or liability not at fair value through profit and loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset or liability. Transaction costs of financial assets and financial liabilities carried at fair value through profit or loss are expensed in profit and loss.

The Company classifies its financial assets and financial liabilities as i) those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss), and ii) those to be measured at amortized cost.

The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding, are generally measured at amortized cost at the end of subsequent accounting periods. All other financial assets are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or other comprehensive income.

Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at fair value through profit or loss (irrevocable election at the time of recognition). Any fair value changes due to credit risk for liabilities designated at fair value through profit and loss are recorded in other comprehensive income.

The Company has implemented the following classifications for financial instruments:

  • The Company's financial assets are cash and cash equivalents, and reclamation deposit. Cash and cash equivalents and reclamation deposit are classified as fair value through profit or loss on a recurring basis and any changes to fair value subsequent to initial recognition are recorded in profit or loss for the period in which they occur. The fair values of these financial instruments equal their carrying values.
  • Financial liabilities comprise accounts payable, lease liability and amounts due to related parties which are classified as other financial liabilities and measured at amortized cost using the effective interest rate method. Interest expense is recorded in profit or loss, as applicable. The fair values of these financial instruments approximate their carrying values due to their short-term maturities.

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

Fair values of financial instruments are classified in a fair value hierarchy based on the inputs used to determine fair values, as follows:

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, with fair value measurement derived from valuation techniques.

The fair values of cash and cash equivalents and reclamation deposits are measured at fair value on a recurring basis based on Level 1 inputs of the fair value hierarchy.

{20}------------------------------------------------

Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended December 31, 2025 (Expressed in Canadian Dollars)

10. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

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

Credit risk

Credit risk arises from the potential that one or more counterparties fail to meet their obligations. The Company is exposed to credit risk through its cash and cash equivalents, receivables, deposits and reclamation deposits. As at December 31, 2025, the Company's maximum credit risk is equal to \$202,210. The Company manages credit risk associated with its cash and cash equivalents by using reputable financial institutions, from which management believes the risk to be remote. Receivables have historically consisted primarily of goods and services for which management assesses the collectability of these amounts to be assured.

Liquidity risk

Liquidity risk is related to the ability of the Company to meet its obligations as they come due, and in that regard the Company acts proactively to ensure that it will have sufficient liquidity when and as needed. At December 31, 2025, the Company had cash of \$171,228 and accounts payable and accrued liabilities of \$19,044. A total of \$123,585 due to related parties has been agreed by the parties to continue the deferment of these amounts for the foreseeable future, to provide more liquidity for the time being. The Company has historically relied on equity financings to satisfy its capital requirements and will continue to depend upon equity capital as required but may also enter into earn-in arrangements or the sale of certain property interests. However, there can be no assurance that the Company will be able to obtain its future financing needs on acceptable terms. The ability of the Company to continue on this course will depend, in part, on the prevailing market conditions, the market interest in financing the Company's mineral property exploration programs, and the scope of such programs.

The following are the contractual maturities of financial liabilities as at December 31, 2025:

Carrying
amount
Contractual
cash flows
Within
1 year
Within
2 years
Within
3-5
years
Accounts payable and accrued
liabilities \$ 19,044 \$ 19,044 \$ 19,044 \$
-
\$
-
Due to related parties 123,585 123,585 123,585 - -
Lease liability 47,057 47,057 17,166 19,312 10,579
Total \$ 189,686 \$ 189,686 \$ 159,795 \$
19,312
\$
10,579

Interest rate risk

The Company is not exposed to material risk in the event of interest rate fluctuations. The Company has no longterm debt and has not entered into any interest rate swaps or other financial arrangements to mitigate the exposure to interest rate fluctuations. For these reasons, the Company considers it is not subject to material risks should interest rates change.

Market risk

The Company is subject to limited market risk as the price of its short-term money market investments that it may hold from time to time fluctuates due to market forces. The Company has no control over their fluctuating prices, does not hedge its investments and the fluctuations are limited in scope and volatility. As at December 31, 2025, the Company held no short-term money market investments.

{21}------------------------------------------------

Notes to the Condensed Interim Financial Statements For the three and nine-month periods ended December 31, 2025 (Expressed in Canadian Dollars)

10. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

Foreign currency risk

The Company's functional currency is the Canadian dollar, and an immaterial amount of transactions are in other currencies. Management believes the foreign exchange risk derived from currency conversions is not significant and therefore does not hedge its foreign exchange risk.

11. CAPITAL MANAGEMENT

Capital is comprised of all components of equity, and the Company is not subject to externally imposed capital requirements. The Company's objectives when managing capital are to fund critical exploration work, meet its ongoing liabilities, continue as a going concern, maintain creditworthiness and to ultimately maximize returns for shareholders over the long term. Meeting current and future liabilities and obligations as a non-revenue early-stage explorer requires management to plan for its current and future cash needs while continually monitoring the Company's internal, exploration and financing risks. The Company endeavors to maintain capital balances over the periods to alleviate unexpected cash flow shortfalls and remains confident that sufficient financing will be raised to ensure working capital needs are met and exploration funds are available for future exploration. Management strives to minimize shareholder dilution when undertaking financings, subject to market conditions and other considerations.

The capital for operations and the acquisition and exploration of exploration and evaluation assets has historically come from the issuance of common shares.

There were no changes in the Company's capital management objectives during the period ended December 31, 2025.

12. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

The significant non-cash investing and financing transactions during the nine-month period ended December 31, 2025 were as follows:

The Company applied \$813,518 of its qualifying exploration expenditures to extinguish all of the Company flowthrough spending obligations, thereby eliminating the flow-through premium liability, with an amount of \$138,637 recognized as other income on settlement of flow-through premium liability.

The significant non-cash investing and financing transactions during the nine-month period ended December 31, 2024 are as follows:

The Company's exploration costs incurred during the period included \$225,545 of qualifying expenses which reduced the flow-through premium liability by \$43,629, recognized as other income on settlement of flow-through premium liability.