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Getty Copper Inc. — Audit Report / Information 2025
Apr 24, 2026
42913_rns_2026-04-24_7e9d4786-46bd-44b6-bc02-99be7b977981.pdf
Audit Report / Information
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GETTY COPPER INC.
Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
DeVISSERGRAY LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
401-905 West Pender St
Vancouver BC V6C 1L6
www.devissergray.com
t 604.687.5447
f 604.687.6737
INDEPENDENT AUDITOR'S REPORT
To the Shareholders of Getty Copper Inc.
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of Getty Copper Inc. (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 equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of the material accounting policies.
In our opinion, the accompanying 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 ("IFRS").
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 ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company has incurred losses since inception, has negative cash flows from operations and has a working capital deficiency. The Company's ability to continue as a going concern is dependent upon its ability to generate positive cash flows from operations, and/or raise adequate funding through equity or debt financing. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 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 that there is the following key audit matter to communicate in our auditor's report.
| Key audit matter: | How our audit addressed the key audit matter: |
|---|---|
| Assessment of impairment indicators of Exploration and evaluation assets. | Our approach to addressing the matter included the following procedures, among others: |
| Refer to note 3(b) – Critical judgements in applying accounting policies, note 3(g) – Accounting policy for Exploration and evaluation assets and note 4 Exploration and evaluation assets | Evaluated the reasonableness of management’s assessment of impairment indicators, which included the following: |
Management assesses at each reporting period whether there is an indication that the carrying value of exploration and evaluation assets may not be recoverable. Management applies significant judgement in assessing whether indicators of impairment exist that necessitate impairment testing. Internal and external factors, such as (i) a significant decline in the market value of the Company's share price; (ii) changes in the Company's assessment of whether commercially viable quantities of mineral resources exist within the properties; and (iii) changes in metal prices, capital and operating costs, are evaluated by management in determining whether there are any indicators of impairment.
We considered this a key audit matter due to (i) the significance of the exploration and evaluation asset balance and (ii) the significant audit effort and subjectivity in applying audit procedures to assess the factors evaluated by management in its assessment of impairment indicators, which required significant management judgement.
- Assessed the Company's market capitalization in comparison to the Company's net assets, which may be an indication of impairment.
- Assessed the completeness of the factors that could be considered indicators of impairment, including consideration of evidence obtained in other areas of the audit.
- Confirmed that the Company's right to explore the properties had not expired.
- Obtained management's written representations regarding the Company's future plans for the exploration and evaluation assets.
- Assessed the reasonability of the Company's financial statement disclosure regarding their exploration and evaluation assets.
Other Information
Management is responsible for the other information. The other information comprises the information included in "Management's Discussion and Analysis" but does not include the consolidated financial statements and our auditor's report thereon.
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. 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, 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 units within the Company as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes 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 James Roxburgh.
De Visser Gay LLP
Chartered Professional Accountants
Vancouver, BC, Canada
April 23, 2026
GETTY COPPER INC.
Consolidated Statements of Financial Position
(Expressed in Canadian dollars)
| Note | December 31, 2025 | December 31, 2024 | |
|---|---|---|---|
| ASSETS | $ | $ | |
| Current | |||
| Cash | 150,065 | 338,773 | |
| Amounts receivables | 35,946 | 9,655 | |
| Prepaid expenses | 4,043 | 10,389 | |
| 190,054 | 358,817 | ||
| Reclamation bonds | 52,000 | 52,000 | |
| Exploration and evaluation assets | 4 | 7,736,483 | 6,956,240 |
| Property, building and equipment | 6 | 77,959 | 80,303 |
| Total assets | 8,056,496 | 7,447,360 | |
| LIABILITIES | |||
| Current | |||
| Accounts payable and accrued liabilities | 945,658 | 566,973 | |
| Provisions | 8 | 346,200 | 398,688 |
| Loans payable | 13, 14 | 1,371,198 | 1,543,583 |
| Debenture | 9, 13 | 1,264,020 | 1,442,472 |
| 3,927,076 | 3,951,716 | ||
| Total liabilities | 3,927,076 | 3,951,716 | |
| SHAREHOLDERS' EQUITY | |||
| Share capital | 11 | 26,441,110 | 25,089,242 |
| Reserves | 2,173,196 | 2,133,923 | |
| Subscription deposit | 15,000 | - | |
| Deficit | (24,499,886) | (23,727,521) | |
| Total shareholders' equity | 4,129,420 | 3,495,644 | |
| Total liabilities and shareholders' equity | 8,056,496 | 7,447,360 |
Nature of operations and going concern (Note 1)
Subsequent events (Note 17)
Approved by:
"Mahesh Liyanage"
Director
"Brent Lepinski"
Director
The accompanying notes are an integral part of these consolidated financial statements.
GETTY COPPER INC.
Consolidated Statements of Loss and Comprehensive Loss
(Expressed in Canadian dollars, except number of shares)
| Note | Year ended December 31, 2025 | Year ended December 31, 2024 | |
|---|---|---|---|
| $ | $ | ||
| Expenses | |||
| Depreciation | 6 | 22 | 26 |
| Insurance | 15,303 | 15,610 | |
| Investor relations | 40,117 | 22,759 | |
| Office and administrative | 14 | 84,835 | 63,374 |
| Professional fees | 443,899 | 125,047 | |
| Share-based payments | 14 | 39,273 | 55,794 |
| 623,449 | 282,610 | ||
| Other income (expenses): | |||
| Interest income | 247 | 245 | |
| Interest expense on loans payable | 13, 14 | (77,615) | (87,366) |
| Interest expense on debenture | 9, 14 | (71,548) | (81,650) |
| Net loss and comprehensive loss | (772,365) | (451,381) | |
| Net loss per share: | |||
| Basic and diluted | (0.01) | (0.00) | |
| Weighted average number of common shares: | |||
| Basic and diluted | 158,021,479 | 121,891,205 |
The accompanying notes are an integral part of these consolidated financial statements.
GETTY COPPER INC.
Consolidated Statements of Cash Flows
(Expressed in Canadian dollars)
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| $ | $ | |
| Operating activities: | ||
| Net loss for the year | (772,365) | (451,381) |
| Items not affecting cash: | ||
| Depreciation | 22 | 26 |
| Share-based payments | 39,273 | 55,794 |
| Interest on loans payable | 77,615 | 87,366 |
| Interest on debenture | 71,548 | 81,650 |
| Changes in non-cash working capital items | ||
| Amounts receivables | (26,291) | 3,687 |
| Prepaid expenses | 6,346 | 327 |
| Accounts payable and accrued liabilities | 464,929 | 10,445 |
| Provisions | (52,488) | 59,988 |
| Cash used in operating activities | (191,411) | (152,098) |
| Investing activities: | ||
| Investment in exploration and evaluation assets | (781,665) | (292,500) |
| BC METC credit received | - | 134,179 |
| Cash provided by investing activities | (781,665) | (158,321) |
| Financing activities: | ||
| Subscription deposits received | 15,000 | - |
| Proceeds from issuance of flow-through shares | 600,000 | - |
| Proceeds from issuance of non-flow-through shares | 100,000 | 600,000 |
| Share issuance cost | (15,432) | (15,141) |
| Proceeds from exercise of warrants | 84,800 | - |
| Cash used in financing activities | 784,368 | 584,859 |
| Increase (decrease) in cash | (188,708) | 274,440 |
| Cash, beginning of year | 338,773 | 64,333 |
| Cash, end of year | 150,065 | 338,773 |
Non-cash transactions (Note 15)
The accompanying notes are an integral part of these consolidated financial statements.
GETTY COPPER INC.
Consolidated Statements of Changes in Equity
(Expressed in Canadian dollars, except number of shares)
| Number of shares | Share Capital | Subscription Deposits | Reserves | Deficit | Shareholders’ Equity | Total | |
|---|---|---|---|---|---|---|---|
| # | $ | $ | $ | $ | $ | $ | |
| Balance, December 31, 2023 | 121,891,205 | 24,229,383 | 275,000 | 2,078,129 | (23,276,140) | 3,306,372 | |
| Non flow-through shares issued in private placements | 17,500,000 | 875,000 | (275,000) | - | - | 600,000 | |
| Unit issuance costs | - | (15,141) | - | - | - | (15,141) | |
| Share-based payments | - | - | - | 55,794 | - | 55,794 | |
| Net loss for the year | - | - | - | - | (451,381) | (451,381) | |
| Balance, December 31, 2024 | 139,391,205 | 25,089,242 | - | 2,133,923 | (23,727,521) | 3,495,644 | |
| Flow-through shares issued in private placement | 12,000,000 | 600,000 | - | - | - | 600,000 | |
| Non flow-through shares issued in private placement | 2,500,000 | 100,000 | - | - | - | 100,000 | |
| Unit issuance costs | - | (15,432) | - | - | - | (15,432) | |
| Shares issued for debt settlement | 11,650,000 | 582,500 | - | - | - | 582,500 | |
| Shares issued on exercise of warrants | 848,000 | 84,800 | - | - | - | 84,800 | |
| Share-based payments | - | - | - | 39,273 | - | 39,273 | |
| Subscription deposit | - | - | 15,000 | - | - | 15,000 | |
| Net loss for the year | - | - | - | - | (772,365) | (772,365) | |
| Balance, December 31, 2025 | 166,389,205 | 26,441,110 | 15,000 | 2,173,196 | (24,499,886) | 4,129,420 |
The accompanying notes are an integral part of these consolidated financial statements.
GETTY COPPER INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
1. NATURE OF OPERATIONS AND GOING CONCERN
Getty Copper Inc. (the "Company") was incorporated under the Canada Business Corporations Act in September 1987 and its common shares are listed for trading on the TSX Venture Exchange. The Company is in the business of mineral exploration in the Highland Valley area of British Columbia.
The Company is in the business of acquisition, exploration and development of mineral properties. The business of mining and exploration involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of exploration and evaluation expenditures is dependent upon several factors. These include the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of these properties, and future profitable production or proceeds from disposition of mineral properties.
These consolidated financial statements for the years ended December 31, 2025 and 2024 (the "financial statements") have been prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its operations for at least the next twelve months. As at December 31, 2025, the Company has a working capital deficiency of $3,737,022 (December 31, 2024 - $3,592,899) and an accumulated deficit of $24,499,886 (December 31, 2024 - $23,727,521). For the year ended December 31, 2025, the Company incurred a comprehensive net loss of $772,365 (2024 - $451,381). The Company had cash used in operating activities during the year ended December 31, 2025 of $191,411 (2024 - $152,098). These factors indicate the existence of a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern. As a result, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business. The Company's ability to continue as a going concern is dependent upon its ability to generate positive cash flows from operations, and/or raise adequate funding through equity or debt financing to discharge its liabilities as they become due. Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. Should the Company be unable to continue as a going concern, asset and liability realization values may be substantially different from their carrying values. These financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.
2. BASIS OF PREPARATION
a) Statement of compliance
These financial statements were approved by the Board of Directors and authorized for issue on April 23, 2026.
These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee applicable to the preparation of financial statements including International Accounting Standard 34 Financial Reporting.
a) Basis of presentation
The financial statements have been prepared using the historical cost basis, except for certain financial assets and liabilities which are measured anything at fair value, as specified by IFRS for each type of asset, liability, income, and expense as set out in the accounting policies below, as well as information presented in the consolidated statement of cash flows.
c) Functional and presentation currency
The functional currency is the currency of the primary economic environment in which an entity operates. These financial statements have been prepared in Canadian dollars, which is the Company's functional and presentation currency, except as otherwise noted.
GETTY COPPER INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
d) Basis of consolidation
These consolidated financial statements include the accounts of the parent company and its Canadian subsidiaries, 1560326 B.C. Ltd. (100% equity interest) and Getty Mineral Holdings Ltd. (82% equity interest). The financial statements of the Company's subsidiaries are included in the consolidated financial statements from the date that control commences, until the date that control ceases. Control exists when the Company has the power, directly or indirectly, to determine financial and operating policies of an entity so as to obtain benefits from its activities. All intercompany balances and transactions have been eliminated.
- MATERIAL ACCOUNTING POLICIES
a) Critical accounting policies, key judgements and estimates
The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual outcomes could differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
b) Critical judgements in applying accounting policies
The following are the critical judgments, apart from those involving estimations that management has made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements:
Impairment
Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount. Once the technical feasibility and commercial viability of the extraction of resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within property, plant and equipment.
Recoverability of the carrying amount of any exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.
Going concern
The assessment of the Company's ability to continue as a going concern and to raise sufficient funds to pay for its ongoing operating and mineral property expenditures and meet its liabilities for the ensuing year as they fall due involves judgment based on historical experience and other factors including the expectation of future events that are believed to be reasonable under the circumstances. Management takes into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. The Company is aware that material uncertainties related to events or conditions exist that may cast significant doubt upon the Company's ability to continue as a going concern.
c) Key sources of measurement uncertainty
The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period:
GETTY COPPER INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
Provisions
Provisions are recognized when the Company has a present legal or constructive obligation as a result of a past event; it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the related liability, including any related interest charges, taking into account the risks and uncertainties surrounding the obligation. The Company assesses its liabilities and contingencies based upon the best information available, relevant tax laws and other appropriate requirements.
d) Earnings (loss) per share
Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the year. For all periods presented, the net loss available to common shareholders equals the reported loss. Diluted loss per share is calculated using the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive stock options and warrants are used to repurchase common shares at the average market price during the year. In the Company's case, when a loss is incurred during the year, diluted and basic loss per share are the same because the effect on loss per share of potential issuance of shares under options and warrants would be antidilutive.
e) Financial instruments
On initial recognition, a financial asset is classified as: amortized cost, fair value through profit and loss ("FVTPL"), or fair value through other comprehensive income ("FVTOCI"). The classification of financial assets is made in accordance with their contractual cash flow characteristics and the business models under which they are held.
Financial assets are derecognized when they mature or are sold, and substantially all the risks and rewards of ownership have been transferred. Gains and losses on derecognition of financial assets classified as FVTPL or amortized cost are recognized in profit and loss. Gains or losses on equity financial assets classified as FVTOCI remain within accumulated other comprehensive income.
The Company classifies cash, amounts receivable (excluding sales tax), and reclamation bonds as measured at amortized cost.
f) Property, building and equipment
Property, building and equipment are recorded at cost less accumulated depreciation and any accumulated impairment write-downs.
Depreciation is charged to the statement of comprehensive loss so as to write-off the cost of assets less their residual values using the declining balance basis at the following annual rates:
| Building | 4% |
|---|---|
| Office equipment | 20% |
When parts of an item of property, building and equipment have different useful lives, they are accounted for as separate items (major components) of property, building and equipment.
The Company assesses at each statement of financial position date whether there is an indication that property, building and equipment may be impaired. If any indication of impairment exists, the Company performs an impairment test to determine whether an impairment loss is required to be recognized. Impairment tests are performed in accordance with the steps discussed in the accounting policy note entitled "Impairment of non-financial assets".
g) Exploration and evaluation assets
All direct costs relating to the exploration and evaluation assets that meet the generally accepted criteria for deferral are capitalized as incurred. These criteria include having a clearly defined process with identifiable associated costs, establishment of technical feasibility, an intention to process and sell the recovered minerals to a clearly defined market, and adequate resources exist or are expected to be available to complete the project to commercial production. Acquisition, option payments and direct exploration costs are deferred until the properties are placed into production, sold or abandoned or management has determined there to be impairment, at which time these deferred costs will either be amortized on a unit-of-production basis, charged to operations, if sold, or written-off.
GETTY COPPER INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
Exploration and evaluation assets are recorded at cost less accumulated impairment losses. Direct costs include any cash consideration and fair market value of shares issued, if any, on the acquisition of a mineral property interest. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts when payments are made.
Carrying values of exploration and evaluation assets as reported on the consolidated statement of financial position do not necessarily reflect the actual present or future value. Recovery of carrying values is dependent upon the future commercial success of operations.
Management's assessment of the property's estimated current market value may also be based upon a review of other property transactions that have occurred in the same geographical area as that of the property under review. Administrative exploration related costs are expensed as incurred.
Exploration tax credits are recorded as a reduction in exploration costs once there is reasonable assurance that they will be received.
h) Impairment of non-financial assets
At the end of each reporting period, the Company reviews the carrying amounts of its long-lived assets to determine whether there is an indication that those assets have suffered impairment. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment charge (if any).
The recoverable amount used for this purpose is the higher of the fair value less costs to sell and value in use. 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 assignments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its recorded amount, the recorded amount of the asset is reduced to its recoverable amount. An impairment charge is recognized immediately in the statement of loss and comprehensive loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.
i) Provisions
Provisions are recognized when the Company has a present legal or constructive obligation that has arisen as a result of a past event and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risk specific to the obligation. The increase in the provision due to passage of time is recognized as interest expense.
j) Share-based payments
The Company grants stock options and warrants to buy common shares of the Company to directors, officers, employees and service providers. The directors, officers and employees receive a portion of their remuneration in the form of share-based payment transactions, whereby employees and service providers render services as consideration for equity transactions ("equity-settled transactions").
The Board of Directors grants such options and warrants for periods up to five years, with vesting periods determined at its sole discretion and at prices equal to or greater than the closing market price on the day preceding the date the options were granted.
The Company recognizes the fair value of share-based payments over the vesting period of the options and warrants. The fair value of the options and warrants granted is calculated using the Black-Scholes option pricing model that takes into account the exercise price, expected life of the option, expected volatility of the underlying shares, expected dividend yield, and the risk-free interest rate for the term of the option or warrant. The fair value excludes the effect of non market-based vesting conditions.
GETTY COPPER INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
k) Flow through shares
The Company will, from time to time, issue flow-through shares to finance a portion of its exploration program.
Pursuant to the terms of flow-through share agreements and Canadian tax legislation, these shares transfer the tax deductibility of qualifying resource expenditures to investors.
On issuance, the Company bifurcates the proceeds received from the flow-through shares into:
i) The fair value of capital stock, as measured in relation to the Company's trading price; and
ii) The residual as a flow-through share premium, if any, which is recognized as a liability. Upon the qualifying exploration expenses being incurred, the Company derecognizes the liability and a related deferred tax liability will be recognized.
The Company is required to spend the proceeds received from the issuance of flow-through shares on Canadian resource property exploration expenditures within a two-year period.
The company may also be subject to a Part XII.6 tax on flow-through proceeds renounced under the Look-back Rule, in accordance with the Canada Revenue Agency flow-through regulations. When applicable, this tax is accrued as an expense until paid.
The carrying amount of deferred income tax assets is reviewed at each date of the statement of financial position and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the deferred income tax asset to be utilized.
4. EXPLORATION AND EVALUATION ASSETS
Title to mining properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mining properties. The Company has investigated title to all of its mineral properties and, to the best of its knowledge, title to its properties is in good standing.
The Getty mineral claims are contiguous and are located within the Kamloops Mining District of Highland Valley, British Columbia. Building and equipment depreciation included in exploration costs during the year ending December 31, 2025 amounted to $2,322 (2024 - $2,422).
A summary of the exploration and evaluation expenditures for the year ended December 31, 2025:
| Getty South | Getty North | Total | |
|---|---|---|---|
| $ | $ | $ | |
| Assay | - | 16,374 | 16,374 |
| Drilling | 49,284 | 51,175 | 100,459 |
| Geology | 410,790 | 71,951 | 482,741 |
| Other | 156,298 | 24,369 | 180,667 |
| Total | 616,372 | 163,869 | 780,241 |
A summary of the exploration and evaluation expenditures for the year ended December 31, 2024:
| Getty South | Getty North | Total | |
|---|---|---|---|
| $ | $ | $ | |
| Assay | - | 36,014 | 36,014 |
| Drilling | - | 152,956 | 152,956 |
| Geology | - | 86,038 | 86,038 |
| Other | 2,185 | 39,160 | 41,345 |
| BC METC credit | - | (134,179) | (134,179) |
| Total | 2,185 | 179,989 | 182,174 |
GETTY COPPER INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
As at December 31, 2025, the Company's historical deferred costs and the current carrying aggregate amount were derived as follows:
| Getty South | Getty North | Total | |
|---|---|---|---|
| $ | $ | $ | |
| Mineral rights acquisition costs | 1,069,134 | 615,283 | 1,684,417 |
| Additions: | |||
| Assay | 69,431 | 722,440 | 791,871 |
| Drilling | 502,588 | 4,582,235 | 5,084,823 |
| Environmental | 4,059 | 250,397 | 254,456 |
| Pre-feasibility study | 184,819 | 343,562 | 528,381 |
| Geology | 931,932 | 4,583,146 | 5,515,078 |
| Metallurgy | 16,424 | 974,508 | 990,932 |
| Other, net | 478,327 | 1,923,041 | 2,401,368 |
| 3,256,714 | 13,994,612 | 17,251,326 | |
| Write-offs | (800,706) | (8,714,137) | (9,514,843) |
| Total | 2,456,008 | 5,280,475 | 7,736,483 |
As at December 31, 2024, the Company's historical deferred costs and the current carrying aggregate amount were derived as follows:
| Getty South | Getty North | Total | |
|---|---|---|---|
| $ | $ | $ | |
| Mineral rights acquisition costs | 1,069,134 | 615,282 | 1,684,416 |
| Additions: | |||
| Assay | 69,431 | 706,066 | 775,497 |
| Drilling | 453,304 | 4,531,059 | 4,984,363 |
| Environmental | 4,059 | 250,397 | 254,456 |
| Pre-feasibility study | 184,819 | 343,563 | 528,382 |
| Geology | 521,142 | 4,511,196 | 5,032,338 |
| Metallurgy | 16,423 | 974,508 | 990,931 |
| Other, net | 322,028 | 1,898,672 | 2,220,700 |
| 2,640,340 | 13,830,743 | 16,471,083 | |
| Write-offs | (800,706) | (8,714,137) | (9,514,843) |
| Total | 1,839,634 | 5,116,606 | 6,956,240 |
Getty North
The Getty North Property represents the consolidated interests of the Getty Northwest, Getty Central, Getty North, and Getty Southwest mineral claims. The Company holds a 100% interest in these claims, subject to a 1.5% net smelter return ("NSR") royalty held by a private corporation controlled by a former CEO.
Getty South
The Company holds a 50% interest in the Getty South mineral rights. Under the terms of the acquisition agreement, the Company is responsible for 100% of the costs required to bring the property into production. These claims are subject to a 1.5% NSR royalty in favor of Robak Industries Ltd. ("Robak"), a company controlled by a former CEO.
Pursuant to a 2015 agreement, the Company and Robak agreed to transfer their respective interests in the Getty Claims (as defined) to Getty Minerals Holdings Ltd. ("GMH") in exchange for preferred shares (82% to the Company; 18% to Robak). As of December 31, 2025, neither party has transferred their respective interests in the Getty Claims to GMH.
GETTY COPPER INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
5. FLOW-THROUGH PREMIUM LIABILITY
On June 25, 2025, the Company closed a non-brokered private placement by issuing 12,000,000 flow-through units at $0.05 per unit for proceeds of $600,000.
During October 2025, the Company received $84,800 from the exercise of 848,000 flow-through share purchase warrants at an exercise price of $0.10 per share, resulting in the issuance of 848,000 flow-through common shares.
The full net proceeds, after issuance cost, have been allocated to share capital. No residual value remains.
A summary of the Company's flow-through premium liability and remaining eligible expenditure obligation is as follows:
| Flow-through funding and remaining eligible expenditures | Flow-through premium liability | |
|---|---|---|
| $ | $ | |
| Balance, December 31, 2024 and 2023 | - | - |
| Flow-through funds raised | 684,800 | - |
| Eligible expenditures incurred | (612,683) | - |
| Balance, December 31, 2025 | 72,117 | - |
As at December 31, 2025, the Company had a remaining flow-through funding obligation of $72,117 which is required to be spent on qualifying resource expenditures by December 31, 2026.
6. PROPERTY, BUILDING AND EQUIPMENT
| Office equipment | Building | Land | Totals | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Cost | ||||
| Balance, December 31, 2025, 2024 and 2023 | 54,407 | 178,124 | 22,322 | 254,853 |
| Accumulated depreciation | ||||
| Balance, December 31, 2023 | 54,213 | 117,889 | - | 172,102 |
| Depreciation | 39 | 2,409 | - | 2,448 |
| Balance, December 31, 2024 | 54,252 | 120,298 | - | 174,550 |
| Depreciation | 31 | 2,313 | - | 2,344 |
| Balance, December 31, 2025 | 54,283 | 122,611 | - | 176,894 |
| Carrying amount | ||||
| At December 31, 2024 | 155 | 57,826 | 22,322 | 80,303 |
| At December 31, 2025 | 124 | 55,513 | 22,322 | 77,959 |
The Company owns land and an office/storage building in Logan Lake. The premises are used for core storage, field offices and vehicle storage which is fully paid.
7. INDEMNITY
In April 2009, the Company reached a settlement with one of its Directors to indemnify him for approximately 88% of legal expenses incurred during 2004 to 2007 in connection with his prosecution of legal actions against former Directors who were alleged to have improperly attempted to impugn for personal reasons a 2002 mineral property interest sale agreement ("MPISA") between the Director's company and the Company. The settlement was premised on the fact that the Director's legal actions were of benefit to the Company in the conduct of its own litigation in defense of the MPISA. The settlement provided that the Director was entitled to receive $650,000 by way of cash of $50,000 upon execution of a definitive agreement and a secured debenture of $600,000 bearing interest at 6%. In November 2016, the indemnity and accrued interest was repaid with the funds from a Debenture. See Note 9.
GETTY COPPER INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
8. PROVISIONS
The provision below represents accruals for professional fees.
| Balance, December 31, 2023 | $ 338,700 |
|---|---|
| Increase | 59,988 |
| Balance, December 31, 2024 | 398,688 |
| Decrease | (52,488) |
| Balance, December 31, 2025 | 346,200 |
As at December 31, 2025, the balance decreased to $346,200 (2024 – $398,688), primarily due to the settlement and reversal of prior year accruals. The balance mainly pertains to unbilled professional services from external consultants, including legal and audit providers, based on management's best estimate of services rendered as at year-end.
9. DEBENTURE
In November 2016, the Company executed a $900,000 debenture with a company controlled by the former CEO of the Company. The debenture bears interest at 6% per annum calculated yearly, not in advance, and matures on August 31, 2026. The principal balance plus all unpaid interest will become immediately due and payable in the event of one of the following:
- three days after the Company has completed, and received the proceeds from, one or more securities offering(s) where the aggregate proceeds are at least $2 million;
- the date on which the Company sells all or substantially all of its assets; or
- the date on which there is a transfer of the Company's shares which results in more than 50% of the shares being beneficially owned, directly or indirectly, by persons other than the former CEO of the Company and any related party.
The debenture is secured by:
- a fixed and specific first mortgage, pledge and charge to and in favour of Robak over: (i) all Crown grants, lands and other real and immovable property owned by the Company together with all appurtenances, buildings and fixtures located thereon; and (ii) all furniture, machinery equipment, vehicles and accessories and other goods and chattels of the Company; and
- a security interest by way of a floating charge on the whole of the Company's undertaking and all of its mineral claims, agreement rights, property and assets, but excluding the property subject to the mortgage.
The Company has the right to prepay, in whole or in part and subject to a $10,000 minimum payment, the debenture together with any accrued and unpaid interest without notice, penalty or bonus.
At December 31, 2025, the fair value of the debenture was approximately $1,264,020 (2024 - $1,442,472). Fair value was determined using an income approach. An income approach is a present value technique that takes into account the future cash flows that would be expected to be received from holding the debenture as an asset. Present value was calculated using the following attributes – future lump sum payment consisting of principal and accrued interest of approximately $1,543,000, 13 months to maturity and a discount rate of 6%. See Note 14.
GETTY COPPER INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
10. INCOME TAXES
A reconciliation of Canadian income taxes at the statutory rate is as follows:
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Net and comprehensive loss for the year | 27% (772,365) | 27% (451,381) |
| Expected income tax recovery | (208,500) | (121,900) |
| Net adjustment for deductible and non-deductible amounts | 6,400 | 10,400 |
| True-up of prior period amounts | 25,400 | (16,700) |
| Effect of flow-through amounts renounced | 165,400 | - |
| Change in deferred tax assets | 11,300 | 128,200 |
| Income taxes | - | - |
The significant components of the Company's deferred income tax assets are as follows:
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| $ | $ | |
| Deferred income tax assets: | ||
| Exploration and evaluation assets | 276,700 | 468,100 |
| Non-capital loss carry-forwards | 2,474,600 | 2,274,500 |
| Capital loss carry-forwards | 189,400 | 189,400 |
| Building & equipment | 110,900 | 110,300 |
| Share issue costs | 5,800 | 3,800 |
| 3,057,400 | 3,046,100 | |
| Valuation allowance | (3,057,400) | (3,046,100) |
| Net deferred tax assets | - | - |
At December 31, 2025, the Company has approximately $9,163,000 of loss carry forwards which may be available to reduce taxable income in future years. These losses expire as follows:
| Tax Losses | |
|---|---|
| $ | |
| One to five years | 4,663,000 |
| After five years | 4,500,000 |
| 9,163,000 |
Subject to certain restrictions, the Company also has mineral property expenditures of approximately $8,761,000 available to reduce taxable income in future years.
Future tax benefits which may arise as a result of these losses and resource deductions have not been recognized in these consolidated financial statements and have been offset by a valuation allowance.
GETTY COPPER INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
11. SHARE CAPITAL
a) Authorized share capital
The Company is authorized to issue an unlimited number of common shares without par value.
b) Issued and outstanding
During the year ended December 31, 2025, the Company had the following share capital transactions:
-
On June 25, 2025, the Company closed a non-brokered private placement, by issuing 12,000,000 flow-through units at $0.05 per unit for proceeds of $600,000 (the "FT Units") and 2,500,000 non flow-through units at $0.04 per unit for proceeds of $100,000 (the "NFT Units") The full net proceeds, after issuance cost, have been allocated to share capital. No residual value remains. Each FT Unit consists of one flow-through common share and one whole warrant which will entitle the holder to purchase one common share at a price of $0.075 per share for a period of two years from issuance. Each NFT Unit consists of one common share and one whole warrant which will entitle the holder to purchase one common share at a price of $0.06 per share for a period of two years from issuance. The Company paid no finders fees in connection with the private placement.
-
During January 2025, the Company received TSX Venture Exchange approval and has issued 11,650,000 common shares of the Company (the "Shares") at a deemed price of $0.05 per Share to settle $582,500 of indebtedness (the "Debt Settlement"). Under the Debt Settlement, 10,000,000 common shares were issued to non arms length creditors who are controlled by John Lepinski, who is a control person of the Company. Additionally, 1,650,000 share purchase warrants exercisable at a price of $0.05 per share for a period of two years from issuance were issued to an arms length creditor. The common shares issued to insiders are exempt from the requirements of MI 61-101 under s.5.5(a) and (b) and 5.7(1)(a).
-
During October 2025, the Company received $84,800 from the exercise of 848,000 flow-through share purchase warrants at an exercise price of $0.10 per share, resulting in the issuance of 848,000 flow-through common shares. These warrants were originally issued in connection with a private placement in 2021 and were subsequently extended in 2023 and 2024. The remaining 12,616,000 warrants expired unexercised.
-
During the year ended December 31, 2025, the Company recorded $15,432 in share issuance costs.
During the year ended December 31, 2024, the Company had the following share capital transactions:
-
On January 9, 2024 and March 22, 2024, the Company completed the first and second tranches of a non-brokered private placement of 7,500,000 and 1,000,000 units ("Units"), respectively, at a price of $0.05 per Unit for gross proceeds of $425,000. Each Unit was comprised of one common share and one additional common share purchase warrant, with each warrant entitling the holder to purchase one additional common share at $0.075 per share for a period of two years from the date of issuance.
-
On August 30, 2024, the Company completed a non-brokered private placement of 9,000,000 Units at a price of $0.05 per Unit for gross proceeds of $450,000. Each Unit was comprised of one common share and one common share purchase warrant, with each warrant entitling the holder to purchase one additional common share at $0.075 per share for a period of two years from the date of issuance.
-
The Company incurred share issue costs of $15,141 in connection with the private placements.
18
GETTY COPPER INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
c) Warrants
A summary of the Company's share purchase warrant activity is as follows:
| Number of warrants | Weighted average exercise price | |
|---|---|---|
| # | $ | |
| Balance, January 31, 2024 | 13,464,000 | 0.10 |
| Granted | 17,500,000 | 0.08 |
| Balance, December 31, 2024 | 30,964,000 | 0.09 |
| Granted | 16,150,000 | 0.07 |
| Expired | (12,616,000) | 0.10 |
| Exercise | (848,000) | 0.10 |
| Balance, December 31, 2025 | 33,650,000 | 0.07 |
A summary of the Company's share purchase warrants outstanding and exercisable as at December 31, 2025 is as follows:
| Expiry date | Weighted average exercise Price | Number of warrants | Weighted average remaining term |
|---|---|---|---|
| $ | # | Years | |
| January 8, 2026 | 0.08 | 8,500,000 | 0.02 |
| August 28, 2026 | 0.08 | 9,000,000 | 0.66 |
| January 22, 2027 | 0.05 | 1,650,000 | 1.06 |
| June 9, 2027 | 0.08 | 12,000,000 | 1.44 |
| June 9, 2027 | 0.06 | 2,500,000 | 1.44 |
| Balance, December 31, 2025 | 0.07 | 33,650,000 | 0.85 |
As at December 31, 2025, the weighted average remaining life of the outstanding share purchase warrants was 0.85 years.
See Note 17.
d) Share purchase options
A summary of the Company's stock option activity is as follows:
| Number of options | Weighted average exercise Price | |
|---|---|---|
| # | $ | |
| Balance, January 31, 2024 | 5,975,000 | 0.05 |
| Granted | 1,187,110 | 0.05 |
| Forfeited | (2,975,000) | 0.05 |
| Balance, December 31, 2024 | 4,187,110 | 0.05 |
| Granted | 1,787,890 | 0.05 |
| Forfeited | (1,500,000) | 0.05 |
| Balance, December 31, 2025 | 4,475,000 | 0.05 |
At the Company's 2024 Annual General Meeting held June 26, 2024, the shareholders approved a new Incentive Stock Option Plan to replace the previous share option plan with a 10% rolling plan whereby the aggregate number of Common Shares that may be reserved for issuance pursuant to options shall not exceed 10% of the issued and outstanding Common Shares of the Company at the time of the granting of options.
GETTY COPPER INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
During the year ended December 31, 2025, the Company granted the following stock options:
In February 2025, the Company granted 1,787,890 stock incentive options, of which 1,000,000 were granted to consultants and 787,890 were granted to officers of the Company. The options were granted at an excise price of $0.05 per common share, with those granted to consultants expiring two years from the grant date and those granted to officers expiring five years from the grant date.
During the year ended December 31, 2025, a total of 1,500,000 stock options with an exercise price of $0.05 expired unexercised.
During the year ended December 31, 2024, the Company granted the following stock options.
On May 16, 2024, the Company granted 1,187,110 stock incentive options, of which 1,000,000 were granted to directors and 187,110 were granted to an employee. The options were granted at an excise price of $0.05 per common share expiring on May 15, 2029. The vesting period was waved. These options were issued to replace expired options.
The following is a summary of stock options outstanding as at December 31, 2025:
| Expiry date | Number of options | Number of exercisable options | Weighted average exercise price | Weighted average life remaining term |
|---|---|---|---|---|
| # | # | $ | Years | |
| January 31, 2026 | 500,000 | 500,000 | 0.05 | 0.08 |
| February 6, 2027 | 1,000,000 | 1,000,000 | 0.05 | 1.10 |
| June 22, 2028 | 1,000,000 | 1,000,000 | 0.05 | 2.48 |
| May 15, 2029 | 1,187,110 | 1,187,110 | 0.05 | 3.37 |
| February 6, 2030 | 787,890 | 787,890 | 0.05 | 4.10 |
| Total outstanding and exercisable | 4,475,000 | 4,475,000 | 0.05 | 2.43 |
The fair value of the stock options is estimated using the Black-Scholes model with weighted average assumption as follows:
| 2025 | 2024 | |
|---|---|---|
| Risk free interest rate | 2.63% | 3.64% |
| Expected life of options in years | 2 – 5 years | 5 years |
| Expected volatility | 161.163% | 163.126% |
| Dividend per share | $Nil | $Nil |
12. CAPITAL MANAGEMENT
The Company manages its capital structure and makes adjustments to it based on available funds in order to support the acquisition, exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Company's management to sustain future development of the business. The Company defines capital to include its working capital position and capital stock, warrant, and option components of its shareholders' equity.
Funds are primarily secured through a combination of equity capital raised by way of issuing equity instruments and external debt. In order to maintain or adjust the capital structure, the Company may attempt to raise additional financing through the issuance of new equity instruments, and the exercise of outstanding common share purchase warrants and stock options. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
There were no changes in the Company's approach to capital management during the year ending December 31, 2025. The Company is not subject to externally imposed capital requirements.
GETTY COPPER INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
As at December 31, 2025, financial instruments comprising cash, amounts receivable (excluding sales tax), reclamation bonds, accounts payable and accrued liabilities, provisions, loans payable, and the debenture are classified and measured at amortized cost. The carrying value of these financial instruments approximates their fair value due to the relatively short-term maturity of most instruments or market-based pricing where applicable.
Categories of financial instruments
| As of December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| $ | $ | |
| Financial Assets – Amortized cost | ||
| Cash | 150,065 | 338,773 |
| Reclamation bonds | 52,000 | 52,000 |
| 202,065 | 390,773 | |
| As of December 31, | ||
| 2025 | 2024 | |
| $ | $ | |
| Financial Liabilities – Amortized cost | ||
| Accounts payable and accrued liabilities | 945,658 | 566,973 |
| Provisions | 346,200 | 398,688 |
| Debenture | 1,264,020 | 1,442,472 |
| Loans Payable | 1,371,198 | 1,543,583 |
| 3,927,076 | 3,951,716 |
a) Fair value
The Company estimates that the fair value of these financial instruments, excluding the debenture, approximates the carrying value as at December 31, 2025 and 2024.
All financial instruments revaluated at fair value must be classified according to a hierarchy containing 3 levels:
i) Level 1 – Fair values based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
ii) Level 2 – Fair value techniques based on inputs other than quoted prices included in Level 1 that are observable on the market for the assets and liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
iii) Level 3 – Fair values based on inputs for the assets and liabilities that are not based on observable market data.
The Company is exposed in varying degrees to a variety of financial instrument-related risks. The type of risk exposure and the way in which such exposure is managed is provided as follows:
b) Credit risk
Credit is the risk of a financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligation. The Company is of the opinion that credit risk is currently minimal.
c) 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 manages its liquidity by ensuring there is sufficient capital to meet short and long-term business requirements, after taking into account cash flows from operations and the Company's holdings of cash and cash equivalents. The Company also strives to maintain sufficient financial liquidity at all times in order to participate in investment opportunities as they arise, as well as to withstand sudden adverse changes in economic circumstances.
GETTY COPPER INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
The following table details the Company's expected remaining contractual maturities for its financial liabilities at December 31, 2025. The table used is based on the undiscounted cash flows of financial liabilities based on the earlier date on which the Company can be required to satisfy the liabilities.
| Within 1 year | 1 to 2 years | Over 2 years | Total | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Accounts payable and accrued liabilities, and provisions | 1,291,858 | - | - | 1,291,858 |
| Loans payable | 1,371,198 | - | - | 1,371,198 |
| Debenture | 1,264,020 | - | - | 1,264,020 |
| Balance, December 31, 2025 | 3,927,076 | - | - | 3,927,076 |
d) Interest rate risk
Interest rate risk is the risk borne by an interest-bearing asset or liability as a result of fluctuations in interest rates. The Company currently has no assets or liabilities subject to fluctuating rates of interest and consequently, the Company is of the opinion that interest rate risk is currently nominal.
14. RELATED PARTY TRANSACTIONS
In addition to balances and transactions described elsewhere in these consolidated financial statements, the Company had the following balances with officers and directors of the Company and companies with which officers or directors are associated:
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| $ | $ | |
| Payable to companies controlled by the former CEO | 209,393 | 203,093 |
| Payable to the former CEO (expense reimbursements) | 17,670 | 17,670 |
| 227,063 | 220,763 |
These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.
On January 23, 2025, the Company issued 10,000,000 common shares at a deemed price of $0.05 per share to settle $500,000 of indebtedness (the "Debt Settlement"). Under the Debt Settlement, 10,000,000 common shares were issued to non-arms length creditors who are controlled by John Lepinski, a control person of the Company.
In 2019, the Directors of the Company approved an interest rate of 6% per annum, compounded and paid annually, on all funds borrowed from companies controlled by a former director of the Company. The loans payable owing to Private company 1 and Private company 2 are due on demand. As at December 31, 2025, the total amount outstanding, including accrued interest, is $1,371,198.
The following is a summary of the loans payable balance:
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| $ | $ | |
| Principal: | ||
| Private company 1 | 1,176,500 | 1,176,500 |
| Private company 2 | 35,000 | 35,000 |
| 1,211,500 | 1,211,500 | |
| Accrued interest: | ||
| Private company 1 | 145,339 | 320,518 |
| Private company 2 | 14,359 | 11,565 |
| 159,698 | 332,083 | |
| 1,371,198 | 1,543,583 |
GETTY COPPER INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
During 2019, the Company agreed to reimburse former directors and a company controlled by a former director of the Company for legal costs associated with the Company's dispute with Dentons Canada LLP ("Dentons") up to $280,000 (see Note 16). As at December 31, 2025, $152,168 (2024 - $152,168) is included in amounts due to related parties and $97,500 (2024 - $97,500) is included in provisions.
During the year ending December 31, 2025, the Company incurred the following transactions with officers of the Company and companies with which officers are associated:
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| $ | $ | |
| Rent | 6,000 | 6,000 |
| Interest on debenture | 71,548 | 81,650 |
| Interest on loans payable | 77,615 | 87,366 |
| Share-based payments | 21,273 | - |
| 176,436 | 175,016 |
These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount agreed to by the related parties.
15. NON-CASH TRANSACTIONS
During the years ending December 31, 2025 and 2024, the Company incurred the following non-cash transactions that are not reflected in the statement of cash flows:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Depreciation included within exploration and evaluation assets | 2,322 | 2,422 |
| Exploration included within exploration included in accounts payable and accrued liabilities | 194,829 | 198,573 |
16. ADDITIONAL INFORMATION
On August 28, 2018, Dentons filed a Notice of Civil Claim in the Supreme Court of British Columbia seeking judgment against the Company in the amount of $227,837 in respect of outstanding invoices for legal services (the "Alleged Indebtedness"). On September 27, 2018, the Company filed a Response to Civil Claim in which it denied the Alleged Indebtedness and filed a Counterclaim against Dentons and one of its partners (the "Partner") in which it sought damages for breaches of duty ("Getty's Claims"). On October 31, 2018, Dentons and the Partner filed a Response to Counterclaim in which, inter alia, they denied committing any breach of duty owed to the Company. On November 29, 2022, Dentons filed a Notice of Discontinuance in which it discontinued its debt action against the Company in its entirety. On April 12, 2023, Dentons and the Partner filed an Amended Response to Counterclaim in which they claim that Dentons is still entitled to set-off the Alleged Indebtedness against any amount the Company may receive on its Counterclaim. On April 26, 2023, the Company filed a Reply to the Amended Response to a Counterclaim in which it disputes that a set-off claim is available to Dentons.
In February 2025, the Company settled its legal proceedings with Dentons and the Partner on the following terms:
- The Company, Dentons and the Partner (collectively, "the Parties") will execute and file a consent order in the Supreme Court of British Columbia dismissing the Company's counterclaim against Dentons and the Partner (the "Counterclaim") as if tried on the merits;
- each of the Parties will bear their own costs; and
- the Parties will execute and exchange a mutual release in which:
- Dentons and the Partner release the Company with respect to any and all alleged indebtedness of the Company to Dentons for legal services and disbursements, including the amount of $227,837 alleged to be owing by the Company to Dentons in Dentons' response to the Company's Counterclaim; and
- the Company releases Dentons and the Partner of all claims it now has or may have with respect to anything arising from or relating to the subject matter of the Counterclaim.
GETTY COPPER INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
17. SUBSEQUENT EVENTS
On March 13, 2026, the Company completed a three-cornered amalgamation (the "Transaction") involving its wholly-owned subsidiary, 1560326 B.C. Ltd., and 1390120 B.C. Ltd. ("Numberco"), forming the subsidiary Getty Copper Ltd.
In connection with the Transaction, the following events occurred:
- 125,000,000 subscription receipts issued at a price of $0.12 per receipt for gross proceeds of $15,000,000 were converted into 125,000,000 common shares of the Company for no additional consideration (the "Financing").
- In connection with the Financing, the Company paid a cash commission to the agents in the amount of $900,000 and issued 7,500,000 compensation warrants, with the compensation warrants being exercisable at $0.12 per common share for a period of 12 months following the release of the funds.
- The former shareholders of Numberco received:
- 65,000,000 common shares of the Company in exchange for each Numberco share previously held, of which certain shares issued are subject to TSX Venture Exchange escrow requirements;
- 2,000,000 warrants of the Company, exercisable at $0.075 until May 1, 2030, for each warrant of Numberco previously held; and
- 6,500,000 stock options of the Company, exercisable at $0.05 until May 2, 2030, for each stock option of Numberco previously held.
On March 23, 2026, the Company granted 22,450,000 stock options to employees, directors, consultants and contractors. The options have an exercise price of $0.16 per share, a term of five years, and vest over a two-year period.
The following stock options and warrants were exercised:
- 1,975,000 stock options with an exercise price of $0.05 for gross proceeds of $98,750; and
- 5,070,000 warrants with an exercise price of $0.075 for gross proceeds of $380,250.
The following warrants expired unexercised:
- 5,200,000 warrants with an exercise price of $0.075 and an expiry date of January 8, 2026.
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