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EXTER GOLD CORP. Interim / Quarterly Report 2026

Apr 1, 2026

45550_rns_2026-04-01_ed396049-c5ee-4a31-8cd6-2f97e29021eb.pdf

Interim / Quarterly Report

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EXTER GOLD CORP.
(formerly BIRD RIVER RESOURCES INC.)

Unaudited
Consolidated Condensed
Interim Financial Statements

January 31, 2026

(Expressed in Canadian dollars)

NOTICE OF DISCLOSURE OF NO AUDITOR REVIEW

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

The accompanying unaudited consolidated condensed interim financial statements of the Corporation have been prepared by and are the responsibility of the Corporation's management.

The Corporation's independent auditor has not performed a review of these unaudited consolidated condensed interim financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity's auditor.


Exter Gold Corp. (formerly Bird River Resources Inc.)

Consolidated Condensed Interim Statement of Financial Position

(Expressed in Canadian dollars)

| | January 31, 2026
Unaudited | July 31, 2025
Audited |
| --- | --- | --- |
| ASSETS | | |
| Current Assets | | |
| Cash | 663,884 | 903,802 |
| Prepaid | 1,130 | 8,922 |
| Government remittances receivable | 183,124 | - |
| Total Current Assets | 848,138 | 912,724 |
| Non-current Assets | | |
| Capital work in progress | 441,761 | - |
| Right of use asset | 14,085,028 | - |
| Mineral rights (note 6) | 217,799 | 92,718 |
| Depreciation | (3,396,737) | - |
| TOTAL ASSETS | $ 12,195,989 | $ 1,005,442 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | | |
| Current Liabilities | | |
| Accounts payable and accrued liabilities | 527,755 | 236,512 |
| Convertible debenture (note 7) | 332,484 | 258,359 |
| Derivative liabilities (note 7) | 224,656 | 94,656 |
| Lease liability, current | 4,704,501 | - |
| Government remittances payable | - | 9,372 |
| Total Current Liabilities | 5,789,396 | 598,899 |
| Non-current liabilities | | |
| Lease liability, non-current | 8,016,533 | - |
| Total Liabilities | 13,805,929 | 598,899 |
| Shareholder's Equity (deficiency) | | |
| Share capital (Note 8) | 15,836,810 | 12,566,373 |
| Contributed surplus (note 9) | 1,522,042 | 1,416,467 |
| Accumulated other comprehensive loss | (43,426) | (15,101) |
| Accumulated deficit | (18,925,366) | (13,561,196) |
| Total shareholders' equity (deficiency) | (1,609,940) | (406,543) |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 12,195,989 | $ 1,005,442 |

Approved on behalf of the board

Dated, April 1, 2026

/s/ Jon Bridgman

Director

/s/ Rajesh Sharma

Director

The accompanying notes are an integral part of these financial statements


The accompanying notes are an integral part of these financial statements

Exter Gold Corp. (formerly Bird River Resources Inc.)

Consolidated Condensed Interim Statement of Changes in Equity

(Expressed in Canadian dollars)

Unaudited # Shares $ Amount $ Contributed surplus $ Accumulated Deficit $ Accumulated other comprehensive loss $ Shareholder deficiency
Balance, July 31, 2024 18,191,861 10,955,602 1,406,189 (12,346,003) 15,788
Net loss (36,088) (36,088)
Balance, January 31, 2025 18,191,861 10,955,602 1,406,189 (12,382,091) (20,300)
Shares issued for cash 23,709,078 1,485,771 1,485,771
Shares issued to acquire Cotton 3,125,000 125,000 125,000
Share-based compensation 10,278 10,278
Foreign currency translation adjustment (15,101) (15,101)
Net loss for the period (1,179,105) (1,179,105)
Balance, July 31, 2025 45,025,939 12,566,373 1,416,467 (13,561,196) (15,101) 406,543
Shares issued for cash 18,003,672 1,440,294 1,440,294
Shares issued for debt 3,890,088 350,108 350,108
Shares issued for cash 14,800,337 1,480,035 1,480,035
Share-based compensation 105,575 105,575
Foreign currency translation adjustment (28,325) (28,325)
Net loss for the period (5,364,170) (5,364,170)
Balance, January 31, 2026 81,720,036 15,836,810 1,522,042 (18,925,366) (43,426) (1,609,940)

Exter Gold Corp. (formerly Bird River Resources Inc.)

Consolidated Condensed Interim Statement of Loss and Comprehensive Loss (Expressed in Canadian dollars)

Unaudited For the three months ended For the six months ended
January 31, 2026 January 31, 2025 January 31, 2026 January 31, 2025
$ $
Revenue
Revenue 1,485,792 - 1,485,792 -
Total Revenue 1,485,792 - 1,485,792 -
Operating expenses
Consulting fees (note 10) 674,287 - 1,815,118 21,000
Professional fees 386,997 10,500 397,997 -
General and administrative 71,157 6,282 136,478 15,088
Exploration expense 50,755 - 154,066 -
Operating expenses 63,700 652,211
Depreciation 2,426,418 - 3,396,737 -
Debenture interest and accretion (note 7) 38,975 - 74,125 -
Other interest expense (451,327) - (12,345) -
Share-based compensation (note 9) 9,700 - 105,575 -
Total Operating Expense 3,270,662 16,782 6,719,962 36,088
OPERATING LOSS (1,784,870) (16,782) (5,234,170) (36,088)
Fair value adjustment derivative liabilities (note 7) (75,598) - (130,000) -
Foreign currency translation adjustment 22,837 - (43,426) -
Net gain (loss) and comprehensive loss $ (1,837,631) $ (16,782) $ (5,407,596) $ (36,088)
Net gain (loss) per share basic and diluted $ (0.02) $ (0.00) $ (0.08) $ (0.00)
Weighted average number of shares - basic and diluted 81,758,826 18,191,861 64,449,953 18,191,861

The accompanying notes are an integral part of these financial statements


Exter Gold Corp. (formerly Bird River Resources Inc.)

Consolidated condensed Interim Statement of Cash Flows

(Expressed in Canadian dollars)

| Unaudited
Cash flows from (used in): | January 31, 2026
Six months | January 31, 2025
Six months |
| --- | --- | --- |
| Operating activities | | |
| Net gain (loss) | $ (5,407,596) | $ (36,088) |
| Adjustments for non-cash items: | | |
| Depreciation | 3,396,737 | - |
| Debenture interest and accretion | 74,125 | - |
| Fair value adjustment of derivative liabilities | 130,000 | - |
| Share-based compensation | 105,575 | - |
| Changes in working capital: | | |
| Prepaid expense | 7,792 | - |
| Foreign exchange translation | (43,426) | - |
| Government remittances | (192,496) | (1,779) |
| Accounts payable and accrued liabilities | 291,243 | 23,147 |
| | (1,638,046) | (14,720) |
| Investing activities | | |
| Capital work in progress | (441,761) | - |
| Mineral rights | (125,081) | - |
| Right of use asset | (14,085,028) | - |
| | (14,651,870) | - |
| Financing activity | | |
| Lease liability (current and non-current) | 12,721,034 | - |
| Shares issued for cash | 2,920,329 | - |
| Shares issued for debt | 350,108 | - |
| Loan | - | 5,000 |
| Cash from financing activities | 15,991,471 | 5,000 |
| Effect of changes in foreign exchange rate | 58,527 | - |
| Net change in cash during the period | (239,918) | (9,720) |
| Balance, beginning of the period | 903,802 | 23,031 |
| Balance, end of the period | $ 663,884 | $ 13,311 |

The accompanying notes are an integral part of these financial statements


6

Exter Gold Corp. (formerly Bird River Resources Inc.)

Notes to Financial Statements

(Expressed in Canadian dollars)

1. Nature of Operations and Going concern

Exter Gold Corp. (“Exter” or the “Corporation”) is a publicly listed entity incorporated under the laws of Manitoba on March 7, 1958. The Corporation filed articles of amendment on December 17, 2025 to change its name from Bird River Resources Inc. to Exter Gold Corp. The address of the Corporation’s registered office is 2200 - 201 Portage Avenue, Winnipeg, MB R3B 3L3. The Corporation’s shares are listed on the Canadian Securities Exchange and are traded under the stock symbol “XGOL” (previously “BDR”). Currently, the Corporation’s principal business activity is to identify, evaluate and acquire mining assets.

On March 10, 2025, the Corporation closed the acquisition of all the issued and outstanding shares of Cotton Mining & Processing, S.A. de C.V. (“Cotton”) (note 5), the sole owner of San Miguel project (note 6) located about 65 kilometers east from the city of Mazatlán, Mexico. On April 30, 2025, Cotton entered into a master assignment agreement (note 6) with Ingenieros Mineros, S.A. de C.V., a company existing under the laws of Mexico, whereby Cotton, as the assignee, may acquire a 100% interest in the mining concessions named “El Dorado” upon completion of a series of cash payments.

Going concern

These consolidated condensed interim financial statements (“Interim Financial Statements”) have been prepared on a going concern basis in accordance with International Financial Reporting Standards (“IFRS”), which assumes that the Corporation will continue to operate for the foreseeable future and realize its assets and discharge its liabilities in the normal course of business.

During the six months ended January 31, 2026 (the “Period”), the Corporation recorded net loss of $5,407,596 (2025 – $36,088). As at January 31, 2026, the Corporation had an accumulated deficit of $18,925,366 (July 31, 2025 - $13,561,196) and a working capital deficiency of $4,941,258 (July 31, 2025 – surplus $313,825). The Corporation’s ability to continue as a going concern, realize its assets and discharge its liabilities in the normal course of business is dependent on its ability to generate future positive operating cash flows and obtain additional financing through equity issuances, debt arrangements, or other strategic alternatives. Management believes that the Corporation will be able to obtain sufficient working capital through external financing to meet its liabilities and commitments as they come due. However, there can be no assurance that such financing will be available when required or obtainable on terms favorable to the Corporation. These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Corporation’s ability to continue as a going concern.

These Interim Financial Statements have been prepared on a going concern basis, and do not reflect any adjustments that might be necessary if the Corporation is unable to continue as a going concern. Such adjustments could be material and could affect the carrying value of assets and liabilities, the expenses and the classifications used in the consolidated statements of financial position.

2. Basis of presentation

(a) Statement of compliance

These Interim Financial Statements were prepared in accordance with IAS 34 Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements, including International Accounting Standard - 34 Interim Financial Reporting.

These Interim Financial Statements were approved and authorized for issue by the Board of Directors on April 1, 2026.

These Interim Financial Statements do not include all disclosures normally provided in annual financial statements and should be read in conjunction with our audited annual consolidated financial statements for the year ended July 31, 2025 (“Annual Financial Statements”). The significant accounting policies used in the preparation of these Interim Financial Statements are consistent with those described in the notes to the Corporation’s Annual Financial Statements.

(b) Basis of measurement

These Interim Financial Statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at fair value as required by IFRS.

(c) Functional and presentation currency

These Interim Financial Statements have been presented in Canadian dollars, which is also the functional currency of the Corporation. The functional currency of each entity within the Corporation is determined based on the primary economic environment in which it operates. The Corporation’s Mexican subsidiary, Cotton, has a functional currency of the Mexican peso.

Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing on the dates of transactions. At the end of each reporting period, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-measurement of monetary items at period end exchange rates are


7

Exter Gold Corp. (formerly Bird River Resources Inc.)

Notes to Financial Statements

(Expressed in Canadian dollars)

recognized in the consolidated statement of loss and comprehensive loss.

The financial statements of the subsidiary with a functional currency other than CAD are translated into the presentation currency as follows: assets and liabilities are translated at the closing exchange rate at the reporting date; income and expenses are translated at average exchange rates for the year; and all resulting exchange differences are recognized in other comprehensive income as cumulative translation adjustments.

(d) Basis of consolidation

These Interim Financial Statements incorporate the financial statements of the Corporation and its wholly-owned subsidiaries as described in Note 1.

Subsidiaries are entities controlled by the Corporation. Control is achieved where the Corporation is exposed or has rights to variable returns from its involvement with the investee and it has the ability to affect those returns through its power over the investee. In assessing control, only rights which give the Corporation the current ability to direct the relevant activities and that the Corporation has the practical ability to exercise, is considered.

The results of subsidiaries acquired during the year are included in these consolidated financial statements from the effective date of acquisition.

3. Significant accounting estimate judgments

The preparation of these Interim Financial Statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the reporting date and the reported amounts of expenses during the reporting period. Accordingly, actual results may differ from these estimates. These Interim Financial Statements include judgments and estimates which, by their nature, are uncertain. The impacts of such judgments and estimates are pervasive throughout the Interim Financial Statements and may require accounting adjustments based on future occurrences. Estimates and judgments are reviewed on an ongoing basis and revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Critical estimates and judgment policies have been made by management in applying the Corporation's accounting policies, each of which has had a significant effect on the amounts recognized in these Interim Financial Statements and are consistent with those described in the notes to the Corporation's Annual Financial Statements.

4. Material accounting policies

Material accounting policies used in the preparation of these Interim Financial Statements are consistent with those described in the notes to the Corporation's Annual Financial Statements.

5. Acquisition of Cotton

On March 10, 2025, the Corporation closed the acquisition of all the issued and outstanding shares of Cotton Mining and Processing S.A. de C.V. ("Cotton"), pursuant to a share purchase agreement entered into between the Corporation, Cotton, and a private corporation existing under the laws of the State of Delaware, (the "Seller"). Cotton is the sole owner of the San Miguel project located about 65 kilometers east from the city of Mazatlán, Mexico.

Upon completion of the acquisition, the CEO of the Seller was appointed as the Chief Financial Officer of the Corporation. In addition, the individual who served as CFO of Cotton and the CFO of the Seller, continues in the role of CFO of Cotton and the CFO of the Seller following the acquisition. As a result of these appointments, the Seller became a related party of the Corporation due to the presence of a common officer.

As a result of the control obtained through the acquisition of 100% of the outstanding shares of Cotton, the assets and liabilities were consolidated into the Corporation's financial statements. The assets consisted primarily of cash, receivable from the Seller, sales tax receivable and mineral rights. There were no liabilities assumed.

The Corporation paid a total consideration of $325,000, of which $125,000 was paid through the issuance of 3,125,000 common shares of the Corporation and the remaining $200,000 by cash.

The following table summarizes the fair value of net assets acquired:

Assets acquired
Bank $ 4,289
Receivable from Analog 80,092
Sales Tax Receivable 187,278
Mineral Rights 53,341
Fair value of net assets acquired $ 325,000

8

Exter Gold Corp. (formerly Bird River Resources Inc.)

Notes to Financial Statements

(Expressed in Canadian dollars)

Cotton's net loss during the period from March 10, 2025 (date of acquisition) to July 31, 2025 was $883,040.

Right of Use Option

During the year ended July 31, 2025, Cotton entered into an option agreement with the Seller of Cotton, granting Cotton the right to acquire a right of use ("ROU") over a processing plant located near its recently purchased mineral property in Mexico. This option was exercisable until August 31, 2025.

On August 1, 2025, Cotton exercised the option and obtained the ROU. The term of the ROU is thirty-six months. Under the agreement, Cotton will pay monthly rent of US$250,000 for the first nine months and US$371,014 thereafter. Cotton may terminate the ROU at any time by providing thirty days' prior written notice.

In addition, on August 1, 2025, the Corporation entered into a debt settlement agreement with the Seller of Cotton for the first month's rent of CAD$350,108 (USD$250,000) owing under the ROU. Pursuant to the debt settlement agreement, the Corporation issued a total of 3,890,088 common shares at a deemed price of CAD$0.09 per share to settle the debt. The issuance of these shares and the completion of the debt settlement were approved by the Canadian Stock Exchange on October 17, 2025. The payments under this Agreement has been suspended during the tenure of the Letter of Intent signed with Analog Gold Inc in December 2025 (Refer Note 16).

6. Mineral rights

Acquisition and exploration costs for the Period ended January 31, 2026 and the years ended July 31, 2025 and 2024 are as follows:

San Miguel El Dorado Total
Balance, July 31, 2024 $ - $ - $ -
Acquisition 53,341 36,552 89,893
Impact on foreign currency translation 1,792 1,033 2,825
Balance, July 31, 2025 $ 55,133 $ 37,585 $ 92,718
125,081 125,081
Balance, January 31, 2026 $ 55,133 $ 162,666 $ 217,799

San Miguel, Mexico

In connection with the acquisition of Cotton (note 5) on March 10, 2025, the Corporation acquired the San Miguel project, which comprises two mining concessions (the "Mineral Property Interests") located in the community of San Miguel del Carrizal, Sinaloa, Mexico. The concessions cover approximately 50 hectares and 69 hectares, respectively.

As part of the acquisition term, the Corporation granted the Seller a 2.0% net smelter royalty ("NSR") on any future production derived from the Mineral Property Interests. The Corporation retains an option to repurchase 1% of the NSR for aggregate consideration of $1,000,000. Cotton is subject to minimum work commitments totaling $750,000 to be incurred on or before March 10, 2027. If Cotton does not satisfy these work commitments, the Seller will automatically obtain an option to buy back the Mineral Property Interests at a price equal to the total considerations originally paid plus any work commitment expenditures incurred by Cotton from March 10, 2025 up to the closing date of the buy back.

El Dorado, Mexico

Cotton entered into a master assignment agreement with Ingenieros Mineros, S.A. de C.V. ("Ingenieros"), a company existing under the laws of Mexico, dated April 30, 2025 (the "Agreement") whereby Cotton, as assignee, may acquire a 100% interest in the mining concessions named "El Dorado" (the "Mining Concession Title") (the "Assignment") upon completion of the cash payments described below.

Pursuant to the Agreement, Cotton is required to pay Ingenieros a total of USD$145,000 in cash installments as follows:

i) USD$22,500 due as of the effective date of the Agreement (the "Effective Date"); (paid)
ii) USD$25,000 due as of 90 days from the Effective Date;
iii) USD$25,000 due as of 180 days from the Effective Date;
iv) USD$25,000 payable upon completion of certain conditions, including but not limited to (i) Cotton obtaining satisfactory evidence of registration of the Assignment with the applicable regulatory, and (ii) Cotton obtaining the necessary drilling permits to exploit the El Dorado mine (the "Mine"), pursuant to the Mining Concession Title;
v) USD$25,000 payable upon completion of certain conditions, including but not limited to receipt of an environmental impact statement from the relevant regulatory body; and
vi) USD$22,500 upon the extraction of first ore production from the Mine.


9

Exter Gold Corp. (formerly Bird River Resources Inc.)

Notes to Financial Statements

(Expressed in Canadian dollars)

These cash payments are guaranteed by the Seller of Cotton. In addition, Cotton is required to pay Ingenieros cash bonus payments contingent on certain production milestones (the "Bonus Consideration"). The Bonus Consideration includes USD$52,500 payable upon the first shipment of ore from the Mine after successful processing, and additional bonus payments may become payable on a per ton basis once specified ore-extraction thresholds are achieved.

In connection with the Assignment, Cotton has also agreed to grant a net smelter royalty ("NSR") to an arm's length finder (the "Finder") in the amount of 1% of net smelter returns. Cotton may buy back the NSR for USD$1,000,000. The Finder is also entitled to receive a cash payment of up to $14,500, representing 10% of the aggregate consideration payable under the Assignment.

Completion of the Assignment is subject to receipt of all necessary corporate and regulatory approvals, as applicable.

7. Convertible debenture

On May 15, 2025, the Corporation issued unsecured convertible debentures (the "Debentures") with aggregate gross proceeds of approximately $348,000 (US $250,000), bearing interest at 8% per annum, accruing semi-annually and payable at maturity, which occurs one year from the date of issuance. No finder's fees or commissions were paid in connection with the issuance of the Debentures. The gross proceeds were for the purpose of general corporate and working capital requirements of the Corporation.

The outstanding principal amount of the Debentures are convertible into common shares of the Corporation at a price of $0.08 per share (the "Conversion Price"), at the election of the holder at any time up to three days prior to the maturity date or by election of the Corporation at any time from three days prior to the maturity date up to and including the maturity date. At the sole option of the Corporation, it may satisfy its obligations to settle interest owing on the Debentures by either (i) a cash payment, or (ii) the issuance of shares at a price equal to the higher of (a) the Conversion Price and (b) a price equal to the volume weighted average price of the shares on the Canadian Securities Exchange for the five trading days preceding the applicable interest payment date.

Because the principal amount of the Debentures is denominated in U.S. dollars while the conversion price is denominated in Canadian dollars, the conversion feature does not meet the "fixed-for-fixed" equity classification requirement under IAS 32. As a result, the conversion feature is accounted for as a derivative liability. The Debentures were initially separated into a host liability component measured at fair value and a derivative liability component representing the fair value of the conversion feature. The host liability component is subsequently measured at amortized cost using the effective interest method. Interest expense is recognized in profit or loss over the term of the Debentures. The derivative liability is remeasured at each reporting date, and changes in fair value are recognized in profit or loss.

The changes in the carrying value of the Debentures during the Period ended January 31, 2026 and the year ended July 31, 2025 are as follows:

Balance, July 31, 2024 $ -
Addition 348,000
Allocated to derivative liabilities (115,981)
Accretion expense 20,467
Accrued interest 5,873
Balance, July 31, 2025 $ 258,359
Accretion expense 60,089
Accrued interest 14,036
Balance, January 31, 2026 $ 332,484

During the Period ended January 31, 2026, the Corporation recognized a loss on fair value adjustment of $130,000 (July 31, 2025 – gain of $21,325) related to the derivative liabilities arising from the conversion features of the Debentures.

8. Share capital

(a) Authorized: Authorized share capital consists of an unlimited number of common voting shares.

(b) Issued


Exter Gold Corp. (formerly Bird River Resources Inc.)

Notes to Financial Statements

(Expressed in Canadian dollars)

Common shares Number of shares Amount
Balance, July 31, 2023 and 2024 18,191,861 $ 10,955,602
Private placement 10,273,881 410,955
Issued, acquisition 3,125,000 125,000
Private placement 3,908,091 312,647
Private placement 9,527,106 762,169
Balance, July 31, 2025 45,025,939 $ 12,566,373
Private placement 7,545,396 603,631
Private placement 8,866,239 709,299
Private placement 1,592,037 127,363
Shares for debt 3,890,088 350,108
Private placement 14,800,337 1,480,035
Balance, January 31, 2026 81,270,036 15,836,810

On January 31, 2025, the Corporation closed a non-brokered private placement of common shares for gross proceeds of $410,955. The offering consisted of the issuance of 10,273,881 common shares at a price of $0.04 per common share.

On March 10, 2025, the Corporation closed the acquisition of all the issued and outstanding shares of Cotton (note 5) in consideration for a cash payment of $200,000 and the issuance of 3,125,000 common shares of the Corporation. The common shares issued were valued at $0.04 per common share.

On June 17, 2025, the Corporation closed a non-brokered private placement of common shares for gross proceeds of $312,647. The offering consisted of the issuance of 3,908,091 common shares at a price of $0.08 per common share.

On July 31, 2025, the Corporation closed a non-brokered private placement of common shares for gross proceeds of $762,168. The offering consisted of the issuance of 9,527,106 common shares at a price of $0.08 per common share.

On September 3, 2025, the Corporation closed a non-brokered private placement for aggregate gross proceeds of $603,631. The offering consisted of the issuance of 7,545,396 common shares at a price of $0.08 per common share. In connection with the offering, Eggs Holdings LLC acquired 6,776,346 common shares, represents approximately 12.89% of the issued and outstanding shares on a non-diluted basis.

On October 7, 2025, the Corporation closed a non-brokered private placement for aggregate gross proceeds of $709,299. The offering consisted of the issuance of 8,866,239 common shares at a price of $0.08 per common share. In connection with the private placement, Entertainment Insurance Consultants, Inc. acquired 8,590,791 common shares, represents approximately 13.98% of the issued and outstanding shares on a non-diluted basis.

On October 17, 2025, the Corporation closed a non-brokered private placement for aggregate gross proceeds of $127,363. The offering consisted of the issuance of 1,592,037 common shares at a price of $0.08 per common share.

On October 17, 2025, the Corporation announced that it issued an aggregate of 3,890,088 Common Shares at a deemed price of CAD$0.09 per share to an arm's length creditor pursuant to a debt settlement agreement related to an aggregate of USD$250,000 (CAD$350,108) owing in connection with lease payments due pursuant to a right of use agreement entered into by the Company's wholly-owned subsidiary, Cotton Mining & Processing, S.A. DE C.V..

On December 5, 2025, the Corporation announced that it closed the previously announced non-brokered private placement financing for aggregate gross proceeds of $1,480,034. The Offering consisted of the issuance of 14,800,377 Common Shares at a price of $0.10 per Common Share. No finders' fees or commissions were paid in connection with the Offering.

All securities issued in connection with the private placements and acquisition transaction are subject to a statutory hold period of 4 months and a day from their issuance in accordance with applicable securities laws.

10


Exter Gold Corp. (formerly Bird River Resources Inc.)

Notes to Financial Statements

(Expressed in Canadian dollars)

9. Contributed surplus

Stock Options and DSU plan

On August 18, 2025 the Corporation announced that it granted incentive stock options to certain directors, officers and consultants to acquire a total of 1,475,000 common shares at an exercise price of CDN $0.08. All options were granted pursuant to the Corporation's 10% rolling stock option plan. The options are exercisable for a five-year term expiring August 14, 2030 and vest immediately. The fair value of these options at grant date was $95,875, determined using Black Scholes option pricing model.

On November 13, 2025, the shareholders of the Corporation approved of a new omnibus equity incentive compensation plan, which replaces the 10% rolling plan. Under the new plan, the total number of common shares reserved for issuance pursuant to options will not exceed 10% of the then issued and outstanding common shares on a rolling basis. In addition, the maximum number of common shares issuable pursuant to SARs, RSUs, DSUs and PSUs issued will not exceed, in the aggregate, 6,143,757 common shares.

On December 8, 2025, the Corporation announced that it granted an aggregate of 1,661,864 deferred share units ("DSUs") to four individuals of the Corporation at a deemed price of $0.15 per DSU. The DSUs were granted to a director, officer, and two employees of the Corporation in consideration for services provided by each person for the period until November 30, 2025. The DSUs vest as of the date of grant and each DSU entitles the holder to receive one share of the Corporation or in certain circumstances, a cash payment equal to the value of one share of the Corporation.

In addition, the Corporation granted 100,000 stock options of the Corporation to an arm's length consultant exercisable for one share at a price of $0.16 per share for period of five years and vest immediately. The fair value of these options at grant date was $9,700, determined using Black Scholes option pricing model.

The following is a summary of changes to the Corporation's share option plan during the Period ended January 31, 2026 and the year ended July 31, 2025:

January 31, 2026 July 31, 2025
Number Weighted Average Exercise Price Number Weighted Average Exercise Price
Outstanding, beginning of year 1,570,000 $0.10 1,650,000 $0.10
Cancelled - (680,000) $0.10
Granted 1,475,000 $0.08 600,000 $0.10
Granted 100,000 $0.16 - -
Outstanding, end of year 3,145,000 $0.09 1,570,000 $0.10
Exercisable, end of Period / year 3,145,000 $0.09 1,570,000 $0.10

On November 27, 2024, the Corporation granted 600,000 incentive stock options at an exercise price of $0.10 per option to officers and directors of the Corporation, which vested immediately. These stock options expire March 3, 2028. The fair value of these options at grant date was $10,278, determined using Black Scholes option pricing model.

During the year ended July 31, 2025, 680,000 options were cancelled following the resignations of certain directors earlier in the year. The Corporation calculated the fair value of stock options granted using the Black-Scholes option pricing model, based on the following weighted average assumptions:

January 31, 2026 October 31, 2025 July 31, 2025
Share price $0.15 $0.085 $0.025
Risk-free interest rate 2.25% 3.46% 3.07%
Expected volatility 80% 100% 149%
Dividend yield 0% 0% 0%
Weighted average exercise price $0.15 $0.08 $0.10
Expected life of each option granted 5 years 5 years 3.27 years
Estimated forfeiture rate 0% 0% 0%
Weighted average fair value per option $0.097 $0.065 $0.017

Exter Gold Corp. (formerly Bird River Resources Inc.)

Notes to Financial Statements

(Expressed in Canadian dollars)

As at January 31, 2026, the Corporation had the following options outstanding:

Expiry date Number of options outstanding Exercise price
March 3 2028 1,570,000 $ 0.10
August 14, 2030 1,475,000 $ 0.08
December 8, 2030 100,000 $ 0.16

For the Period ended January 31, 2026, the Corporation recorded share-based compensation of $105,575 (July 31, 2025 - $10,278)

10. Related party transactions

Key management personnel include the directors and executive officers of the Corporation.

During the Period ended January 31, 2026, the Corporation incurred consulting fees to its executive officers in the amount of $343,881 (July 31, 2025 - $151,775) which is included in consulting fees.

January 31, 2026 July 31, 2025
Consulting fees to CEO $ 15,000 $ 30,000
Consulting fees to CFO^{1} 135,000 38,710
Consulting fees to COO^{2} 45,000 32,355
Consulting fees to Director^{3} 148,881 38,710
$ 343,881 $ 151,775

Note 1 Peter Voldness was appointed CFO on May 14, 2025. Compensation is in connection with his company Novix Partners, LLC.
Note 2 Anwar Siddiqi was appointed COO on May 14, 2025. Compensation is in connection with his company Rayshun Holdings Inc.
Note 3 Rajesh Sharma was appointed director on May 14, 2025. Compensation is in connection with his company 11369067 Canada Limited.

Accounts payable and accrued liabilities include amounts owing to directors and officers of the Corporation in the amount of $76,937 (July 31, 2025 - $124,949).

In connection with the private placement on June 17, 2025 (note 8), Mr. Melvyn Reznick, a director of the Corporation, subscribed 930,428 common shares of the Corporation for gross proceeds of $74,434. In connection with the private placement on July 31, 2025 (note 8), Mr. Reznick subscribed another 541,446 common shares of the Corporation for gross proceeds of $43,316. As at July 31, 2025, Mr. Reznick owned approximately 9.4% of the issued and outstanding common shares of the Corporation on a non-diluted basis. Mr. Reznick also holds more than 10% of the ownership interest in the Seller of Cotton.

In connection with the grant of stock options on November 27, 2024 (note 9), 350,000 stock options were granted to former director and CFO of the Corporation, with fair value of $5,995 on grant date. Remaining 250,000 stock options were granted to a director of the Corporation, with fair value of $4,283 on grant date.

On August 18, 2025, the Corporation granted 1,475,000 incentive stock options to certain directors, officers and consultants, allowing them to acquire a total of 1,475,000 common shares in the capital of the Corporation at an exercise price of $0.08 per share. The options are exercisable for a five-year term, expiring August 14, 2030, and will vest immediately upon the grant date.

11. Revenues

During the period, the Company entered into a toll milling arrangement with Oro Gold de México S.A. de C.V. ("Oro Gold") for the processing of tailings and mineralized material at the Tadeo Mill facility. Under the arrangement, the Company provides processing services and earns toll milling fees based on tonnage processed, at agreed rates per metric ton.

The agreement contemplates the processing of up to approximately 100,000 metric tons over a two-year period.

For the period, from commencement of operations, to January 31, 2026, the Company recognized revenue of $1,485,792 from toll milling activities.

Revenue is recognized over time as processing services are rendered, based on the quantity of material processed and agreed contractual rates.

12. Capital Management and Financial Risk Management

Capital management and Financial Risk Management policies used in the preparation of these Interim Financial Statements are consistent with those described in the notes to the Corporation's Annual Financial Statements.


Exter Gold Corp. (formerly Bird River Resources Inc.)

Notes to Financial Statements

(Expressed in Canadian dollars)

13. Income Taxes

Income Tax policies used in the preparation of these Interim Financial Statements are consistent with those described in the notes to the Corporation’s Annual Financial Statements.

14. Segment Reporting

IFRS 8 Operating Segments requires operating segments to be determined based on the Corporation’s internal reporting to the Chief Operating Decision Maker (“CODM”). The CODM has been determined to be the Corporation’s Chief Executive Officer (the “CEO”) as he is primarily responsible for allocating resources and assessing performance of the Corporation’s operating segments. An operating segment is a component of the Corporation that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the CEO to make decisions about resources to be allocated to the segment, and for which discrete financial information is available.

The Corporation operates in a single reportable segment, being the identification, evaluation, and acquisition of interests in mining assets. Although the Corporation has only one reportable segment, its Mexican subsidiary, Cotton, holds mining concessions in Mexico. As at January 31, 2026, all of the Corporation’s non-current assets are located entirely in Mexico.

15. Subsequent Events

Equity Financing

The Corporation completed the first tranche of its previously announced non-brokered private placement (the “Offering”) of 3,244,826 common shares in the capital of the Corporation (the “Shares”) at $0.105 per Share for aggregate gross proceeds of $340,707.

In connection with the Offering, the Corporation paid aggregate cash finder’s fees of $8,400, issued 90,361 finder’s compensation Shares at $0.105 per Share, and issued 80,000 finder’s compensation warrants to the eligible finders (the “Finder’s Warrants”). Each Finder’s Warrant entitles the holder to purchase one Share of the Corporation at $0.15 per Share for a period of 24 months from the date of issuance.

16. Commitments / Strategic Developments

On December 10, 2025, the Company entered into a binding letter of intent (“LOI”) with Analog Gold Inc. to acquire certain mining and processing assets in Mexico, including an interest in the Tres Oros Mine and the Tadeo mill facility.

The proposed consideration is approximately $28,000,000, primarily to be satisfied through the issuance of common shares and the assumption of certain liabilities.

The Transaction is subject to customary conditions, including due diligence, execution of a definitive agreement, financing, and regulatory and shareholder approvals. As at January 31, 2026, the Transaction has not progressed beyond the LOI stage and, accordingly, no amounts have been recognized in these financial statements.