GIYANI METALS CORP.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

AUDITED

Expressed in Canadian dollars

Independent Auditor's Report

MNP

To the Shareholders of Giyani Metals Corp.:

Opinion

We have audited the consolidated financial statements of Giyani Metals Corp. and its subsidiaries (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2025 and December 31, 2024, and the consolidated statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.

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

Basis for Opinion

We conducted our audits 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 audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained 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 incurred a net loss during the year ended December 31, 2025 and, as of that date, the Company had an accumulated deficit. 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 the matters described below to be the key audit matters to be communicated in our report.

Convertible loan

Key Audit Matter Description

We draw attention to Note 12 to the consolidated financial statements. The Company entered into an agreement for the funding of up to ZAR 300,000,000 in the form of convertible loan facilities during the year ended December 31, 2024. The convertible loan contains both a host loan liability and embedded derivatives for the conversion option, which are required to be separated from the host debt. Management has designated and measured the convertible loan at fair value through profit and loss.

MNP LLP

1 Adelaide Street East, Suite 1900, Toronto ON, M5C 2V9

1.877.251.2922 T: 416.596.1711 F: 416.596.7894

We considered the valuation of the convertible loan a key audit matter due to the significant judgement applied by management in determining the appropriate valuation model and the use of significant estimates by management in determining the fair value of the convertible loan.

Audit Response

We responded to this matter by performing procedures over the convertible loan. Our audit work in relation to this included, but was not restricted to, the following:

Read the relevant agreement and amendment agreements giving rise to the convertible loan;
Obtained an understanding of the valuation methodology and evaluated the appropriateness of the Monte Carlo simulation applied by management's expert through the use of valuation experts;
Assessed the reasonability of the inputs used, including the share price volatility, foreign exchange rates, interest rates, probability of conversion, conversion amounts and expected conversion dates;
We reviewed the presentation and adequacy of the related consolidated financial statements disclosures.

Other Information

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

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audits 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 audits or otherwise appears to be materially misstated. We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, 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.

1 Adelaide Street East, Suite 1900, Toronto, Ontario, M5C 2V9
1.877.251.2922 T: 416.596.1711 F: 416.596.7894 MNP.ca
MNP

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 consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for the 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 audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

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 Brock Stroud.

Toronto, Ontario
April 17, 2026

MNP LLP
Chartered Professional Accountants
Licensed Public Accountants

1 Adelaide Street East, Suite 1900, Toronto, Ontario, M5C 2V9
1.877.251.2922 T: 416.596.1711 F: 416.596.7894 MNP.ca
MNP

GIYANI METALS CORP.

Consolidated Statements of Financial Position

(Expressed in Canadian dollars unless otherwise stated)

As at		December 31, 2025	December 31, 2024
ASSETS
Current
Cash		$ 3,272,871	$ 13,183,551
Statutory receivable		143,305	297,507
Prepaid and other assets	Note 5	270,411	523,474
Current		3,686,587	14,004,532
Non-current
Property, plant and equipment	Note 6	29,096,022	22,030,411
Exploration and evaluation assets	Note 7	23,747,016	19,539,969
Non-current		52,843,038	41,570,380
Total assets		$ 56,529,625	$ 55,574,912
LIABILITIES
Current
Accounts payable and accrued liabilities	Notes 8,11	$ 1,935,870	$ 1,997,640
Lease liabilities	Note 9	235,037	1,122,835
Convertible loan	Note 12	9,854,787	6,295,414
Current		12,025,694	9,415,889
Non-current
Lease liabilities	Note 9	319,820	-
RSU liability	Note 10	-	26,464
Convertible loan	Note 12	21,184,879	15,384,144
Financial liability	Note 13	7,633,722	8,849,494
Non-current		29,138,421	24,260,102
Total liabilities		$ 41,164,115	$ 33,675,991
EQUITY
Share capital	Note 14	$ 60,352,066	$ 57,769,065
Contributed surplus	Note 15	9,760,201	9,714,579
Warrants	Note 16	14,980,223	14,117,851
Cumulative translation adjustment		(680,339)	603,209
Deficit		(69,046,641)	(60,305,783)
		15,365,510	21,898,921
Total liabilities and equity		$ 56,529,625	$ 55,574,912

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

Nature of operations and going concern (note 1)

Commitments (note 24)

Subsequent events (note 25)

Approved by the Board of Directors:

Director: Stephanie Hart

Director: Martin Botha

GIYANI METALS CORP.

Consolidated Statements of Loss and Comprehensive Loss

(Expressed in Canadian dollars unless otherwise stated)

For the years ended		December 31, 2025	December 31, 2024
Operating Expenses
Demonstration plant costs	Note 18	$ 537,006	$ -
Corporate, general and administrative expenses	Note 19	4,813,057	6,220,496
Depreciation	Note 6	2,713,659	87,971
Loss before finance costs and foreign exchange		8,063,722	6,308,467
Other items
Foreign exchange (gain) loss, net		(172,632)	(78,797)
(Gain) on extinguishment of financial liability	Note 13	(2,306,012)	-
Change in fair value of Convertible Loan	Note 12	482,975	958,994
(Gain) on sale of Rock Island Trading (Pty) Ltd.	Note 7	(121,868)	-
Finance expense, net	Note 20	2,794,673	1,958,986
Net loss		$ 8,740,858	$ 9,147,650
Other comprehensive loss
Currency translation adjustment		1,283,548	(3,092,308)
Net loss and comprehensive loss for the year		$ 10,024,406	$ 6,055,342
Basic and diluted loss per share		$ 0.03	$ 0.03
Weighted average number of shares outstanding		296,317,847	266,801,654

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

GIYANI METALS CORP.

Consolidated Statements of Changes in Shareholders' Equity

(Expressed in Canadian dollars unless otherwise stated)

	Notes	Number	Share Capital Amount	Contributed Surplus	Warrants	Cumulative Translation Adjustment	Deficit	Total
Balance at December 31, 2023		219,478,095	$ 54,437,438	$ 9,257,040	$ 11,260,336	$ (2,489,099)	$ (51,158,133)	$ 21,307,582
Equity financing	14b(i)	54,835,235	6,415,722	-	-	-	-	6,415,722
Warrants issued	14b(i)	-	(2,857,515)	-	2,857,515	-	-	-
Share issuance costs	14b(i)	-	(226,580)	-	-	-	-	(226,580)
Stock-based compensation	15(v)	-	-	457,539	-	-	-	457,539
Currency translation adjustment		-	-	-	-	3,092,308	-	3,092,308
Net loss		-	-	-	-	-	(9,147,650)	(9,147,650)
Balance at December 31, 2024		274,313,330	$ 57,769,065	$ 9,714,579	$ 14,117,851	$ 603,209	$ (60,305,783)	$ 21,898,921
Private placement	14b(ii)	59,493,695	3,569,622	-	-	-	-	3,569,622
Fair value of warrants issued in private placement	14b(ii)	-	(835,772)	-	835,772	-	-	-
Fair value of finders warrants issued in private placement	14b(ii)	-	(26,600)	-	26,600	-	-	-
Share issuance costs	14b(ii)	-	(124,249)	-	-	-	-	(124,249)
Stock-based compensation	15(v)	-	-	45,622	-	-	-	45,622
Currency translation adjustment		-	-	-	-	(1,283,548)	-	(1,283,548)
Net loss		-	-	-	-	-	(8,740,858)	(8,740,858)
Balance at December 31, 2025		333,807,025	$ 60,352,066	$ 9,760,201	$ 14,980,223	$ (680,339)	$ (69,046,641)	$ 15,365,510

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

GIYANI METALS CORP.

Consolidated Statements of Cash Flows

(Expressed in Canadian dollars unless otherwise stated)

For the years ended	December 31, 2025	December 31, 2024
Operating activities
Net loss	$ (8,740,858)	$ (9,147,650)
Adjusted for:
Depreciation	Note 6	2,713,659
Stock-based compensation	Note 15(v)	29,490
Finance expense, net		2,884,535
Gain on extinguishment of financial liability	Note 13	(2,306,012)
Fair value of Convertible Loan	Note 12	482,975
Unrealized foreign exchange gain, net		(837,723)
Changes in working capital and other:
(Increase) decrease in statutory receivable		136,723
Decrease (increase) in prepaids		230,016
Decrease in accounts payable and accrued liabilities		(182,125)
Cash used in operating activities		(5,589,320)
Investing activities
Additions to property, plant and equipment	Note 6	(6,867,371)
Additions to exploration and evaluation expenditures	Note 7	(4,788,619)
Cash used in investing activities		(11,655,990)
Financing activities
Proceeds from ARCH royalty	Note 13	-
Proceeds from ARCH equity financing	Notes 13,14b(i)	-
Proceeds from private placement	Note 14b(ii)	3,375,822
Issuance cost private placement	Note 14b(ii)	(124,249)
Proceeds from Convertible Loan	Note 12	5,408,450
Issuance cost	Notes 13,14b(i)	-
Payment of lease liabilities	Note 9	(1,325,391)
Cash provided by financing activities		7,334,632
(Decrease) increase in cash		(9,910,678)
Cash position at beginning of the year		13,183,551
Effect of foreign exchange on cash		(2)
Cash position at end of the year	$ 3,272,871	$ 13,183,551

Non-cash financing activities: During the year ended December 31, 2025, the Company issued units with a fair value of $193,800 to settle outstanding obligations (note 14(b)).

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

GIYANI METALS CORP.

Notes to the Consolidated Financial Statements

December 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise stated)

Nature of operations and going concern

Giyani Metals Corp., formerly Giyani Gold Corp. ("Giyani", or "the Company"), was incorporated under the Canada Business Corporations Act on July 26, 2007, and continued under the Business Corporations Act of British Columbia on August 4, 2010.

Giyani is focused on becoming the preferred western-world producer of sustainable, low-carbon, high-purity battery-grade manganese for the electric vehicle ("EV") and energy storage system ("ESS") industry. The Company has developed a bespoke hydrometallurgical process to produce battery-grade manganese products for cathode precursor materials, critical to the EV and ESS industries, directly from ore supplied by the Company's own manganese oxide ("MnO") deposits. These include the K.Hill Battery-Grade Manganese Project ("K.Hill Project"), the Otse MnO prospect ("Otse"), and the Lobatse MnO prospect ("Lobatse"), which have all seen historical mining activities as well as other named assets, and targets within Giyani's 1,900 km² licence holding in Botswana. They are in the Kanye Basin of south-eastern Botswana (the "Kanye Basin Prospects") and held through Menzi Battery Metals (Pty) Limited ("Menzi"), a wholly owned subsidiary of Giyani.

The Company's registered address is Suite 1700, Park Place, 666 Burrard Street, Vancouver, BC, V6C 2X8. The Company is a reporting issuer in British Columbia, Alberta and Ontario and trades on the TSX Venture Exchange ("TSXV") under the symbol EMM.

These audited consolidated financial statements ("Financial Statements") have been prepared using International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS®") applicable to a "going concern", which assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. These Financial Statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern. For the year ended December 31, 2025, the Company reported a net loss of $8,740,858 (December 31, 2024 - $9,147,650) and had an accumulated deficit of $69,046,641 at December 31, 2025 (December 31, 2024 - $60,305,783). The Company has negative working capital of $8,339,107 as at December 31, 2025, compared to positive working capital of $4,588,643 as at December 31, 2024. The continuing operations of the Company are dependent on its ability to generate future cash flows or obtain additional financing. Management is of the opinion that additional funds will be obtained from external financing to meet the Company's liabilities and commitments as they become due, although there is a risk that additional financing will not be available on a timely basis or terms acceptable to the Company. These factors indicate the existence of material uncertainties that may cast significant doubt as to the Company's ability to continue as a going concern and accordingly use accounting principles applicable to a going concern.

Basis of preparation

(a) Statement of compliance

These Financial Statements have been prepared in accordance with IFRS®. IFRS® includes International Accounting Standards ("IASs"), and interpretations issued by the IFRS® Interpretations Committee ("IFRIC® Interpretations").

The Board of Directors approved these Financial Statements on April 17, 2026.

(b) Functional and presentation currency

Giyani's Financial Statements are presented in Canadian dollars, which is the Company's functional currency. The functional currency for the subsidiaries through which the Company conducts its operations is determined primarily by the economic environment in which they operate.

These Financial Statements have been prepared on a historical cost basis, except for certain financial instruments, which are measured at fair value through profit or loss ("FVTPL"), as explained in the accounting policies described herein. Additionally, these Financial Statements have been prepared using

GIYANI METALS CORP.

Notes to the Consolidated Financial Statements

December 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise stated)

the accrual basis of accounting, except for cash flow information.

(d) Subsidiaries

These Financial Statements incorporate the financial statements of the Company and its wholly controlled subsidiaries. Subsidiaries are consolidated where the Company has the ability to exercise control. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. All intercompany transactions and balances have been eliminated.

(e) Associates

An associate is an entity over which the investor has significant influence but not control or joint control. Significant influence is presumed to exist where the Company has between 20% and 50% of the voting rights but can also arise where the Company has less than 20% if the Company has the power to be actively involved and influential in policy decisions affecting the entity. The Company's share of the net assets and net income or loss is accounted for in the Financial Statements using the equity method of accounting.

Details of the Company's subsidiaries and associates as at December 31, 2025 are outlined in the table below:

Entity name	Company ownership (%)	Place of incorporation	Functional currency	Method
Giyani UK Management Services Limited	100	UK	British Pound	Consolidated
Giyani Metals South Africa (Pty) Ltd.	100	South Africa	South Africa rand	Consolidated
Thabatala Holdings (Pty) Ltd.	100	Botswana	Botswana pula	Consolidated
Thabatala Technology Company (Pty) Ltd.	100	Botswana	Botswana pula	Consolidated
Menzi Battery Metals (Pty) Ltd.	100	Botswana	Botswana pula	Consolidated
Alpha 111 Holding Co. Ltd.	100	Barbados	Canadian dollar	Consolidated
Beta 222 Holding Co. Ltd.	100	Barbados	Canadian dollar	Consolidated
Giyani Gold Holdings 333 (Pty) Ltd.	100	South Africa	Canadian dollar	Consolidated
Giyani Gold South Africa (Pty) Ltd.	100	South Africa	South Africa rand	Consolidated
Lexshell 831 Investments (Pty) Ltd.	100	South Africa	South Africa rand	Consolidated
Lexshell 837 Investments (Pty) Ltd.	100	South Africa	South Africa rand	Consolidated
Rock Island Trading 17 (Pty) Ltd. (1) (2)	45	South Africa	South Africa rand	Joint operation

(1) The Company is in the process of winding-up this subsidiary.

(2) The Company's effective ownership in Rock Island Trading 17 (Pty) Ltd. ("Rock Island"), a joint operation, is 45%.

GIYANI METALS CORP.

Notes to the Consolidated Financial Statements

December 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise stated)

During the year ended December 31, 2019, the Company entered into an agreement to sell its effective ownership in Rock Island to a third-party. See Note 7. Exploration and evaluation assets for additional details.

(f) Use of judgements and estimates

The preparation of the Financial Statements in conformity with IFRS® requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amount of expenses and other income for the year. These estimates and assumptions were based on management's knowledge of the relevant facts and awareness of circumstances, having regard to prior experience. While management believes these estimates and judgments are reasonable, actual results may differ from the amounts in the Financial Statements.

The following are critical and significant judgements and estimates impacting the Financial Statements:

Recoverability of exploration and evaluation properties

Judgement: the application of the Company's accounting policy for exploration and evaluation ("E&E") expenditures requires judgement in determining whether the costs related to E&E are eligible for capitalization and whether they are likely to be recoverable by future exploration, which may be based on assumptions about future events and circumstances.

Management is required to assess E&E assets for impairment at each period end. The triggering events are defined in IFRS® 6 Exploration and Evaluation of Mineral Resources ("IFRS® 6"). In making the assessment, management is required to make judgments as to whether indicators of impairment exist:

the period during which the entity has the right to explore in the specific area has expired during the year or will expire in the near future;
substantive expenditure on further exploration and evaluation of mineral resources in the specific area is neither budgeted nor planned;
sufficient data exists to indicate that extraction of the mineral resources is not technically feasible or commercially viable; or
facts and circumstances suggest that the carrying amount of the exploration and evaluation assets exceeds their recoverable amount.
Classification of E&E evaluation assets to development assets

Judgement: is required to determine when an E&E project is technically feasible and commercially viable. When this is demonstrable, the carrying value of E&E assets are reclassified as development assets within property, plant and equipment ("PP&E"). In assessing the technical feasibility and commercial viability of an asset, the estimated net cash flows are determined by estimating the expected future revenues and costs. There must be a high degree of confidence to conclude that the extraction, processing and sale of reserves as well as mineral resources can be undertaken economically.

Stock-based compensation

Estimate: management is required to make certain estimates when determining the fair value of stock option awards and compensatory warrants. These estimates require the input of highly subjective assumptions including the expected price volatility and the number of awards that are expected to vest. These estimates affect the amount recognized as stock-based compensation in the consolidated statements of loss and comprehensive loss based on estimates of forfeiture and the expected lives of the underlying stock options and the value attributed to warrants issued as compensation for assets.

Going concern

Judgement: assessing the Company's ability to execute its strategy by funding future working

GIYANI METALS CORP.

Notes to the Consolidated Financial Statements

December 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise stated)

capital requirements requires judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, such as expectations of future events that are believed to be reasonable under the circumstances.

Estimate of useful lives

Estimate: for depreciable PP&E assets, management makes estimates to determine depreciation. Future depreciation charges may change if the actual useful life varies from the initial estimation. Should the componentization of these assets change, depreciation charges may vary materially.

Tax provisions

Judgement: management makes estimates in determining the measurement and recognition of deferred tax assets and liabilities recorded on the consolidated statements of financial position. The measurement of deferred tax assets and deferred tax liabilities is based on tax rates that are expected to apply in the period that the asset is realized, or liability is settled based on tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax assets, including those arising from unutilized tax losses, require management to assess the likelihood of taxable income in the future periods in order to utilize recognized deferred tax assets. Estimates of future taxable income or loss are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability to realize the net deferred tax assets recorded at the balance sheet date could be affected. At the end of each reporting period, management reassesses the period that the assets are expected to be realized, or liabilities are settled and the likelihood of taxable income in future periods in order to support and adjust the deferred tax assets and deferred tax liabilities recognized on the consolidated statements of financial position.

Estimates: provision for taxes is made using the best estimate of the amount expected to be paid on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

Provision for environmental rehabilitation

Judgement: significant judgments and estimates are involved in forming expectations of the amounts and timing of future closure and reclamation cash flows. Additional disturbances and changes in closure and reclamation estimates are accounted for as incurred with a change in the corresponding capitalized cost. Costs of rehabilitation projects for which a provision has been recorded are recorded directly against the provision as incurred, most of which are incurred at the end of the life of mine. There is currently no environmental rehabilitation provision recorded. Management continues to monitor legislative and operational developments that may give rise to future obligations.

Lease liabilities

Judgement: for the measurement of lease liabilities, management considers all factors that create an economic incentive to exercise extension options, or not exercise termination options available in its leasing arrangements. Extension options, or periods subject to termination options, are only included in the lease term if management determines it is reasonably certain to be extended or not terminated. The assessment is reviewed if a significant event or a significant change in circumstances occurs which affects this assessment and that is within the control of the lessee.

Estimate: the Company generally uses the lessee's incremental borrowing rate when initially recording property leases. For property leases, the implicit rates are not readily available as information from the lessor regarding the fair value of underlying assets and initial direct costs incurred by the lessor related to the leased assets is not available. The Company determines the incremental borrowing rate as the rate of interest that the lessee would pay to borrow the funds

GIYANI METALS CORP.

Notes to the Consolidated Financial Statements

December 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise stated)

necessary to obtain an asset of similar value to the right of-use-asset in a similar economic environment, over a similar term and with similar security.

ARCH Sustainable Resources Fund LP ("ARCH") Royalty:

Judgement: Judgement has been applied to evaluate the accounting treatment for the ARCH Royalty agreement. In assessing the agreement's substance, the Company analyzed to determine whether the Company disposed of an interest in the Company's mineral resources or if the arrangement represented a financing-type agreement. This assessment considered several factors, including but not limited to, the developmental stage of the K.Hill Project, the legal rights afforded to the royalty holder in the event of insolvency, and the rights and obligations of the royalty holder over the K.Hill Project life. Additionally, the Company evaluated the associated risks and rewards attributable to the royalty holder over the agreement period. Based on a comprehensive analysis, the Company concluded that the proceeds received from the agreement constituted a financing-type arrangement, resulting in the recognition of a financial liability in the consolidated statement of financial position.

Estimate: Estimating the fair value of the financial liability associated with the ARCH royalty agreement is a complex process that involves numerous judgements and estimates concerning various inputs. Given the unique nature of the liability, the valuation technique employed utilizes a discounted cash flow model.

The inputs utilized in the discounted cash flow model are derived from internal sources due to the limited availability of relevant and reliable observable inputs. These inputs include projections of future cash flows related to the K.Hill Project, discount rates reflective of the inherent risks associated with the agreement, and assumptions regarding the timing and magnitude of future payments to the royalty holder.

The Company recognizes the inherent uncertainties associated with estimating the fair value of the financial liability and notes that actual results may differ from the estimates due to changes in assumptions or other factors beyond its control.

Industrial Development Corporation of South Africa ("IDC") Convertible Loan Facility

Judgement: The fair value measurement of the convertible loan facility requires significant management judgements and estimates. These include:

Conversion price: Determining the fair value involves estimating the conversion price based on the prevailing 30-day volume-weighted average price of the Company's shares, adjusted for a 20% discount.
Conversion dates: Management must estimate the likely dates when the IDC may exercise the conversion options, taking into account the conditions specified in the agreement and the project milestones.
Conversion amounts: Estimating the amounts to be converted involves considering the total outstanding loan balance, including capitalized interest, and the maximum permissible shareholding limits.
Probability of exercise: Assessing the probability that the IDC will exercise the conversion options requires judgement on various factors, such as the K.Hill Project's progress, market conditions, and the strategic intentions of the IDC.
Foreign exchange rates: The fair value of the embedded derivatives is influenced by the exchange rate between South African rand ("ZAR") and CAD, requiring forecasts of future exchange rate movements.
Interest rates: The South Africa prime rate and its potential adjustments in the event of default affect the valuation of the debt host and must be estimated accurately.

These judgments and estimates are subject to change based on new information and evolving

GIYANI METALS CORP.

Notes to the Consolidated Financial Statements

December 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise stated)

market conditions, which could significantly impact the fair value measurement of the convertible loan facility. Management reviews these assumptions regularly to ensure they reflect the current economic environment and K.Hill Project status.

Useful lives and depreciation of property, plant and equipment

Estimate: Management is required to estimate the useful lives and residual values of property, plant and equipment for the purposes of calculating depreciation. These estimates are based on expected usage, technical obsolescence, physical wear and tear, and anticipated future developments in technology and operations.

Given the evolving nature of the Company's operations, including the commissioning and use of development and demonstration plant assets, estimates of useful lives may change as assets are brought into use or repurposed. Changes in estimates of useful lives or residual values are accounted for prospectively and may result in material changes to future depreciation expense.

3. Material accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these Financial Statements and by all Giyani's entities.

(a) Basis of consolidation

Intercompany balances and transactions between consolidated entities are eliminated upon consolidation.

Unrealized profits and losses resulting from transactions with associates or joint ventures are eliminated to the extent of the Company's interest in the relevant associate or joint venture.

(b) Translation of foreign currencies

The functional currency of each individual entity in the Financial Statements is determined using the currency of the primary economic environment in which the entity operates ("the functional currency"). The functional currency of each entity is listed in Note 2e.

Foreign currency transactions

Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates in effect at the transaction dates.

Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates in effect at the transaction dates. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated using the closing exchange rate. Non-monetary items measured at fair value are translated using the exchange rates at the date the fair value was determined, and non-monetary items measured at historical cost are translated using the exchange rates at the transaction dates. Foreign exchange gains and losses arising from remeasurement are recognized in the consolidated statements of loss and comprehensive loss.

Foreign operations

For consolidation purposes, the assets and liabilities of foreign operations with functional currencies other than the Canadian dollar are translated into Canadian dollars using the closing exchange rates at the reporting date. Revenue and expenses are translated using average exchange rates for the period, which approximate the exchange rates at the dates of the transactions. Exchange differences arising on translation are recognized in cumulative translation adjustment ("CTA") within equity.

Exchange differences arising from monetary items that form part of the Company's net investment in a foreign operation, for which settlement is neither planned nor likely to occur in the foreseeable future, are recognized in CTA. On disposal of a foreign operation, the cumulative exchange differences recognized in equity are reclassified to the consolidated statements of loss and comprehensive loss.

GIYANI METALS CORP.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian dollars unless otherwise stated)

Acquisition costs related to mineral property interests are deferred until title to the claim is obtained and the Company has the right to explore that mineral property. Once title is obtained, the Company reclassifies deferred acquisition costs to acquisition costs within E&E assets. If title to a mineral property is not obtained, the deferred acquisition costs are written-off to the consolidated statements of loss and comprehensive loss during the period when it is determined that title will not be obtained.

(d) Exploration and Evaluation assets ("E&E")

The Company is in the exploration and development stage and capitalizes costs incurred to acquire and explore mineral rights. Exploration and evaluation activities commence once the Company obtains legal rights to explore a specific area and include activities undertaken to identify mineral resources, assess technical feasibility, and evaluate commercial viability. Capitalized costs include, but are not limited to, geological and geophysical studies, exploratory drilling and sampling, feasibility studies, and technical reports.

Exploration and evaluation expenditures incurred within an area of interest are capitalized as E&E assets until management and the Board of Directors determine that the technical feasibility and commercial viability of extracting a mineral resource are demonstrable and that future economic benefits are probable. In making this determination, management considers the extent of exploration completed and the level of confidence in the mineral resource. Once technical feasibility and commercial viability are established and a development plan is approved by the Board of Directors, the carrying amount of the related E&E assets is reclassified to development assets within property, plant and equipment ("PP&E"), following an impairment assessment at the date of reclassification.

The carrying amount of E&E assets is assessed for impairment when indicators of impairment exist. Such indicators include, but are not limited to, the loss of the right to explore in a specific area, a decision to discontinue exploration or to cease committing substantive expenditures to the project, or information indicating that the carrying amount of the asset is unlikely to be recovered through development or sale. Where an indicator of impairment exists, the recoverable amount of the asset is estimated.

The recoverable amount is determined as the higher of fair value less costs of disposal and value in use. Value in use is determined by discounting estimated future cash flows using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment assessments are performed on an individual asset basis where possible, or otherwise at the cash-generating unit ("CGU") level, being the lowest level for which largely independent cash inflows can be identified. Any impairment loss is recognized immediately in the consolidated statements of loss and comprehensive loss.

At each reporting date, the Company assesses whether indicators exist that a previously recognized impairment loss may no longer exist or may have decreased. An impairment loss is reversed only when there has been a change in the estimates used to determine the recoverable amount since the prior impairment was recognized. Any reversal is limited to the carrying amount that would have been determined had no impairment loss been recognized in prior periods and is recognized in the consolidated statements of loss and comprehensive loss.

(e) Construction in progress ("CIP")

CIP represents assets under construction that are not yet available for use. CIP includes costs directly attributable to bringing an asset to the location and condition necessary for its intended use by management. Such costs include, but are not limited to, purchase price, installation and site preparation costs, survey costs, freight and transportation, engineering, design and project management costs, equipment, insurance, duties, testing and preparation costs, and estimated costs of dismantling and removing the asset.

CIP is not depreciated. Once an asset is complete and available for use, the accumulated costs are transferred from CIP to the appropriate category within PP&E, at which point depreciation commences.

Assets transferred from CIP include the Company's demonstration plant, which was considered available for use upon commissioning, at which point depreciation commenced.

GIYANI METALS CORP.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian dollars unless otherwise stated)

(f) Property, plant and equipment (“PP&E”)

Equipment is carried at cost less accumulated depreciation and accumulated impairment losses. The cost of an item of equipment includes the purchase price and any costs directly attributable to bringing the asset to the location and condition necessary for its intended use, including an initial estimate of the costs of dismantling and removing the asset and restoring the site on which it is located.

Depreciation is recognized on a systematic basis over the estimated useful lives of the assets, commencing when the asset is available for use. The estimated useful lives and depreciation methods are reviewed at least annually and adjusted prospectively where appropriate.

Asset class	Useful life/rate	Depreciation method
Demonstration plant	26 months	Straight-line
Computer equipment	33.3%	Declining balance
Vehicles	30.0%	Declining balance
Exploration and mining equipment	4–5 years	Straight-line
Furniture and fixtures	14.3%	Declining balance
Telecommunication and mobile equipment	20.0%	Declining balance

(g) Right-of use (“ROU”) assets and leases

At the inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

the contract involves the use of an identified asset – this may be specified explicitly or implicitly and should be physically distinct or represent substantially all the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified;
the Company has the right to obtain substantially all the economic benefits from the use of the asset throughout the period of use; and
the Company has the right to direct the use of the asset by means of decision-making rights that are most relevant to changing how and for what purpose the asset is used. In the case where decisions about the asset's purpose are predetermined, the Company is deemed to have the right to direct the use of the asset if either:
the Company has the right to operate the asset; or
the Company designed the asset in a way that predetermines how and for what purpose it will be used.

The Company recognizes a ROU asset and lease liability at the lease commencement date. The lease liability is initially measured at the present value of lease payments. This is based on the calculated lease liability plus any initial direct costs incurred, an estimate of removal or restoration costs, and any payments made prior to commencement of the lease less any lease incentives received. The ROU asset and associated leasehold improvements are subsequently depreciated using the straight-line method from the lease commencement date to the earlier of the end of the useful life of the ROU asset or the end of the lease term. The estimated useful lives of the ROU assets are determined on the same basis as those of PP&E. In addition, the ROU asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

(h) Provision for environmental rehabilitation

GIYANI METALS CORP.

Notes to the Consolidated Financial Statements

December 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise stated)

The Company records a liability based on the best estimate of costs for site closure and reclamation activities that the Company is legally or constructively required to remediate. The liability is recognized at the time environmental disturbance occurs, and the resulting costs are capitalized to the corresponding asset. The provision for closure and reclamation liabilities is estimated using expected cash flows based on engineering and environmental reports prepared by third-party industry specialists and discounted at a pre-tax rate specific to the liability. The capitalized amount is depreciated on the same basis as the related asset. The liability is adjusted for the accretion of the discounted obligation and any changes in the amount or timing of the underlying future cash flows.

(i) Share capital

Proceeds from the exercise of stock options and warrants are recorded as capital stock in the amount for which the option or warrant enabled the holder to purchase share capital of the Company. Share capital issued for non-monetary consideration is valued at the closing market price at the date of issuance.

Proceeds from the issuance of share units are allocated between common shares and common share purchase warrants based on the relative fair value method.

(j) Share-based payments

The Company grants directors, officers, consultants, and employees stock options to acquire common shares.

The fair value of stock options granted is measured using a Black-Scholes model, taking into account the terms and conditions of the awards. The fair value of the awards is adjusted for the estimated number of awards expected to vest as a result of non-market vesting conditions and is recognized as an expense over the vesting period using the graded vesting method.

At each reporting date, the Company reviews its estimates of the number of options expected to vest based on non-market vesting conditions. Revisions to original estimates, if any, are recognized with a corresponding adjustment to equity. Volatility, an input into the Black-Scholes model, is measured as the standard deviation of continuously compounded share returns and is based on a statistical analysis of daily share prices over the expected life of the option.

The Company has adopted a Restricted Share Unit ("RSU") Plan for directors, officers, consultants, and employees. RSUs vest over a two-year period, with 50% vesting on the first anniversary of the grant date and the remaining 50% vesting on the second anniversary. RSUs may be settled in cash or common shares of the Company at the option of the RSU holder and are accounted for using the liability method.

Under this method, the RSU liability is initially measured at fair value on the grant date and recognized as an obligation in the consolidated statements of financial position. Fair value is recognized over the vesting period and reflects an estimate of forfeitures. The liability is remeasured at fair value at each reporting date, with changes in fair value recognized in profit or loss. RSUs terminate when the holder ceases to be an eligible director, officer, consultant, or employee of the Company.

(k) Income tax

Income tax expense consists of current and deferred tax expense. Current and deferred tax are recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income.

Current tax is recognized and measured at the amount expected to be recovered from or payable to taxation authorities based on the income tax rates enacted or substantively enacted at the end of the reporting period and includes any adjustment to taxes payable in respect of previous years.

Deferred tax is recognized on any temporary differences between the carrying amounts of assets and liabilities in the Financial Statements and the corresponding tax bases used in the computation of taxable earnings. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized and the liability is settled. The effect of a change in the enacted or substantively enacted tax rates is recognized in net earnings and comprehensive income or in equity depending on the item to which the adjustment relates.

GIYANI METALS CORP.

Notes to the Consolidated Financial Statements

December 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise stated)

Deferred tax assets are recognized to the extent future recovery is probable. At each reporting period end, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.

(l) Loss per share

Basic loss per share is calculated using the weighted average number of common shares outstanding during the period.

The dilutive effect of options, warrants, RSUs, and similar instruments on earnings per share is calculated presuming the exercise of outstanding options, warrants, RSUs, and similar instruments. It assumes that the proceeds of such exercise would be used to repurchase common shares at the average market price during the period. However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of options, RSUs and warrants that would be anti-dilutive. Shares held in escrow, other than where their release is subject to the passage of time, are not included in the calculation of the weighted average number of common shares outstanding.

(m) Related party transactions

Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or corporate entities. A transaction is a related party transaction when there is a transfer of resources or obligations between related parties.

(n) Provisions

Provisions are recognized when Giyani has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made. The provisions are recorded as management's best estimate of the amount required to settle an obligation.

(o) Borrowing costs

Borrowing costs consist of interest and other costs that the Company incurred from borrowing funds. In accordance with IAS 23 – Borrowing costs, where the borrowing costs are directly attributable to the acquisition and the construction of a qualifying asset, they are added to the cost of the asset until the asset is ready for its intended use. Where the funds are specifically borrowed to finance a project, the amount capitalized represents the actual borrowing costs incurred. All other borrowing costs are recognized in the consolidated statement of loss and comprehensive loss.

(p) Financial instruments

The table below lists the classification and measurement bases of the Company's financial instruments:

Classification	Measurement base per IFRS® 9
Cash	FVTPL
Accounts payable and accrued liabilities	Amortized cost
Convertible loan	FVTPL
Financial liability	Amortized cost

The convertible loan and financial liability presented above are described in the related notes to the consolidated financial statements.

i. Recognition and measurement

Financial assets and financial liabilities are recognized in the Company's statement of financial position when the Company becomes a party to the contractual provisions of the instrument. On initial recognition, all financial assets and financial liabilities are recorded at fair value, net of attributable transaction costs, except for financial assets and liabilities classified as FVTPL. The directly attributable transactions costs of financial assets and liabilities classified as FVTPL are expensed in the period in

GIYANI METALS CORP.

Notes to the Consolidated Financial Statements

December 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise stated)

which they are incurred. Subsequent measurement of financial assets and liabilities depends on the classification of such assets and liabilities.

ii. Classification of financial assets

Amortized cost

Financial assets that meet the following conditions are measured subsequently at amortized cost:

The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

The amortized cost of financial assets is the amount at which the financial asset is measured at initial recognition minus the principal payments, plus the cumulative amortization using effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.

iii. Classification of financial liabilities

Financial liabilities are classified as either financial liabilities at FVTPL or at amortized cost. The Company determines the classification of its financial liabilities at initial recognition. Financial liabilities are measured at amortized cost unless they fall into one of the following categories: financial liabilities at FVTPL, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition, financial guarantee contracts, commitments to provide a loan at a below market interest rate, or contingent consideration recognized by an acquirer in a business combination.

iv. Impairment of financial instruments

The Company recognizes loss allowance for expected credit losses on its financial assets. The amount of expected credit losses is updated at each reporting period to reflect changes in credit risk since initial recognition of the respective financial instruments.

v. Embedded derivatives

Giyani considers whether a contract contains an embedded derivative when it becomes a party to the contract. Derivatives embedded in other financial liabilities or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at FVTPL.

vi. Fair value of financial instruments

The fair value of a financial instrument is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction.

Fair values of financial instruments traded in active markets are determined based on quoted market prices, where available.

For financial instruments not traded in an active market, fair values are determined based on appropriate valuation techniques. Such techniques may include discounted cash flow analysis, using recent arm's length market transactions, reference to the current fair value of another instrument that is substantially the same, and other valuation models.

The Company applies a hierarchy to classify valuation methods used to measure financial instruments carried at fair value. Levels 1 to 3 are defined based on the degree to which fair value inputs are observable and have a significant effect on the recorded fair value, as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: Valuation techniques use significant observable inputs, either directly (i.e. as prices) or indirectly (i.e. derived from prices), or are based on quoted prices for similar instruments; and,
Level 3: Valuation techniques use significant inputs that are not based on observable market data

GIYANI METALS CORP.

Notes to the Consolidated Financial Statements

December 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise stated)

(unobservable inputs).

The fair values of the Company's accounts payable and accrued liabilities approximate carrying values recorded on the consolidated statements of financial position.

Cash is a financial instrument measured at fair value through FVTPL using Level 1.

The IDC convertible loan is valued using Monte Carlo simulations and classified as Level 2.

Financial liability (ARCH Royalty) is valued using a cash flow model derived from internal sources. Due to the limited availability of relevant and reliable observable inputs, the valuation incorporates projections of future cash flows related to the K.Hill Project, and assumptions regarding the timing and magnitude of future payments to the counterparty. This is measured using Level 3.

During the year ended December 31, 2025, there were no transfers between levels 1, 2 and 3 and there were no changes in valuation techniques.

vii. Derecognition of financial instruments

Giyani derecognizes financial assets when the contractual rights to the cash flows from the assets expire, or when the Company transfers the rights to receive the contractual cash flows on the financial assets in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred.

Giyani derecognizes financial liabilities when its contractual obligations are discharged, cancelled or expire or when its terms are modified and the cash flows of the modified liability are substantially different.

Changes in accounting policies and disclosures

New standards and interpretations issued but not yet adopted

The IASB has issued standards and interpretations that are not yet effective. The Company has assessed these pronouncements and determined that only the standards outlined below are relevant to its financial reporting. Other issued standards are not expected to have a material impact on the Company's consolidated financial statements. The Company intends to adopt these standards, as applicable, when they become effective.

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements, which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for the presentation and disclosure of information in the primary financial statements, including specified subtotals and defined categories within the statement of profit or loss. Income and expenses are required to be classified into operating, investing, financing, income taxes and discontinued operations.

The standard also introduces enhanced disclosure requirements relating to management-defined performance measures and strengthens principles for aggregation and disaggregation of information between the primary financial statements and the notes. In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows, including changes to the starting point for determining cash flows from operating activities under the indirect method and the removal of certain classification options for interest and dividend cash flows. Consequential amendments have also been made to other IFRS standards.

IFRS 18 and the related amendments are effective for annual reporting periods beginning on or after January 1, 2027, with early adoption permitted. The standard will be applied retrospectively.

IFRS 18 is expected to affect the presentation and disclosure of information in the primary financial statements and related notes, without changing the recognition or measurement of the Company's assets, liabilities, income or expenses.

GIYANI METALS CORP.

Notes to the Consolidated Financial Statements

December 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise stated)

Prepaids and other assets

	December 31	December 31
	2025	2024
Deposits and advance payments	$ 64,308	$ 297,754
Prepaid insurance and fees	206,103	7,869
Deferred financing costs	-	217,851
Total prepaids and other assets	$ 270,411	$ 523,474

Property, plant and equipment

	Demonstration plant under construction	Demonstration plant	Furniture and Fixture	Equipment	Computer Equipment	Vehicles	ROU Property	ROU Equipment	Leasehold Improvements	Total
Cost
At December 31, 2023	$ 7,567,611	$ -	$ 31,402	$ -	$ 6,802	$ 76,639	$ 198,818	$ -	$ 8,435	$ 7,889,707
Additions	10,831,013	-	-	44,829	13,339	-	-	1,061,324	-	11,950,505
Foreign exchange	2,325,959	-	(113)	5,078	351	11,478	29,776	120,217	1,262	2,494,008
At December 31, 2024	$ 20,724,583		$ 31,289	$ 49,907	$ 20,492	$ 88,117	$ 228,594	$ 1,181,541	$ 9,697	$ 22,334,220
Additions	8,876,891	-	-	79,168	2,044	38,740	692,920	-	-	9,689,763
Transfers	(28,400,409)	29,567,391	-	-	-	-	-	(1,166,982)	-	-
Disposal	-	-	-	-	(1,759)	-	-	-	-	(1,759)
Foreign exchange	(1,201,065)	1,411,626	(1,872)	1,579	(827)	(4,202)	16,363	(14,559)	(580)	206,463
At December 31, 2025	$ -	$ 30,979,017	$ 29,417	$ 130,654	$ 19,950	$ 122,655	$ 937,877	$ -	$ 9,117	$ 32,228,687
Accumulated depreciation
At December 31, 2023	$ -	$ -	$ (12,767)	$ -	$ (3,209)	$ (38,224)	$ (121,057)	$ -	$ (8,435)	$ (183,692)
Depreciation	-	-	(2,752)	(1,868)	(2,565)	(11,902)	(51,195)	(17,689)	-	(87,971)
Foreign exchange	-	-	2,592	(212)	(254)	(7,075)	(23,931)	(2,004)	(1,262)	(32,146)
At December 31, 2024	$ -		$ (12,927)	$ (2,080)	$ (6,028)	$ (57,201)	$ (196,183)	$ (19,693)	$ (9,697)	$ (303,809)
Depreciation expense	-	(2,184,276)	(2,402)	(19,528)	(5,076)	(16,234)	(216,483)	(269,660)	-	(2,713,659)
Transfers	-	(302,552)	-	-	-	-	-	302,552	-	-
Disposal	-	-	-	-	828	-	-	-	-	828
Foreign exchange	-	(108,568)	707	(775)	131	2,974	2,125	(13,199)	580	(116,025)
At December 31, 2025	$ -	$ (2,595,396)	$ (14,622)	$ (22,383)	$ (10,145)	$ (70,461)	$ (410,541)	$ -	$ (9,117)	$ (3,132,665)
Net book value:
At December 31, 2024	$ 20,724,583	$ -	$ 18,362	$ 47,827	$ 14,464	$ 30,916	$ 32,411	$ 1,161,848	$ -	$ 22,030,411
At December 31, 2025	$ -	$ 28,383,621	$ 14,785	$ 108,271	$ 9,805	$ 52,194	$ 527,336	$ -	$ -	$ 29,096,022

The demonstration plant became available for use on November 1, 2025, at which point depreciation commenced.

During the year, the Company exercised purchase options on certain leased equipment. As a result, the related right-of-use assets were reclassified to demonstration plant.

As at December 31, 2025, interest of $3,363,849 arising from IDC convertible loan has been capitalized (December 31, 2024 –$1,138,748).

GIYANI METALS CORP.

Notes to the Consolidated Financial Statements

December 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise stated)

7. Exploration and evaluation assets

Botswana

The following table shows the continuity of the acquisition costs and expenditures incurred on the Kanye Basin Prospects:

| | December 31
2025 | December 31
2024 |
| --- | --- | --- |
| Opening balance | $ 19,539,969 | $ 12,386,409 |
| Exploration and drilling | - | 1,592,998 |
| Engineering studies | 3,625,666 | 1,205,285 |
| Administrative and other field operations | 505,029 | 1,153,493 |
| Geoscience and tailing storage facility | 709,571 | 417,336 |
| Metallurgical test work and analysis | 148,907 | 199,403 |
| Acquisition costs and permits | 49,228 | 121,759 |
| Geological studies | 40,446 | 102,987 |
| Environmental studies | 123,760 | 10,404 |
| Foreign exchange | (995,560) | 2,349,895 |
| Ending balance | $ 23,747,016 | $ 19,539,969 |

South Africa

Rock Island Gold Project

The Company previously entered into a joint operation agreement for the Rock Island assets with Corridor Mining Resources ("CMR"). The joint operation was conducted through Rock Island, a company incorporated in South Africa, of which Giyani had a 28.8% effective ownership. For accounting purposes, an impairment of the full carrying amount of the Rock Island Gold Project was recorded in previous periods.

During the year ended December 31, 2019, the Company entered into a share sale agreement with CMR to sell the Company's effective interest of 28.8% or 45 shares in Rock Island (the "Rock Island Agreement") held through Lexshell 837 Investments (Pty) Ltd. ("Lexshell").

Also, during the year ended December 31, 2019, the Company entered into a share purchase agreement with Malungani Resources (Pty) Ltd ("Malungani") to acquire the remaining 36% of Lexshell it did not already own (the "Lexshell Agreement"). Under the original terms, one-third of the agreed consideration was paid in Giyani shares at closing, with the remaining two-thirds payable in Giyani shares upon receipt of the Rock Island sale proceeds. In 2021, the parties amended the Lexshell Agreement, cancelling the remaining share issuance obligation and settling it for cash consideration of $45,000, which was paid in full.

During the year ended December 31, 2025, the Company received the outstanding principal payments from CMR related to the Rock Island Agreement of R1,580,031 ($121,868). As at December 31, 2025, the Company is working with CMR to complete and close the Rock Island Agreement.

8. Accounts payable and accrued liabilities

| | December 31
2025 | December 31
2024 |
| --- | --- | --- |
| Trade payables | $ 1,345,519 | $ 263,132 |
| Accrued liabilities | 590,351 | 1,734,508 |
| Total | $ 1,935,870 | $ 1,997,640 |

GIYANI METALS CORP.

Notes to the Consolidated Financial Statements

December 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise stated)

9. Lease liabilities

	December 31 2025	December 31 2024
Lease liabilities, beginning of the year	$ 1,122,835	$ 78,529
Additions	692,920	1,061,324
Finance cost	109,262	16,178
Lease payments	(1,325,391)	(150,151)
Foreign exchange	(44,769)	116,955
Lease liabilities, end of the year	$ 554,857	$ 1,122,835
	December 31 2025	December 31 2024
Current portion of lease liabilities	$ 235,037	$ 1,122,835
Non-current portion of lease liabilities	319,820	-
Total	$ 554,857	$ 1,122,835

The Company has entered into leases with incremental borrowing interest rates ranging between 8% - 14% per annum. For certain leases, the Company has an obligation to purchase the equipment at the end of the lease term. The present value of applicable lease payments has been recognized as an ROU asset, which was included as a non-cash addition to property, plant and equipment with a corresponding amount recognized as a lease liability.

10. RSU liability

The Company has adopted a Restricted Share Unit Plan (the "RSU Plan"), in accordance with the policies of the TSXV, under which the Board of Directors of the Company may grant to directors, officers, employees and consultants of the Company, non-transferable restricted share units ("RSUs") to acquire common shares or their cash equivalent at the end of the vesting period. The aggregate number of shares that may be issued under the RSU Plan, together with the number of shares reserved for issuance under the stock option plan, shall not exceed 10% of the issued and outstanding common shares.

As at December 31, 2024, 441,000 RSUs were outstanding. During the year ended December 31, 2025, 220,500 RSUs vested and were redeemed for their cash equivalent, and the remaining 220,500 RSUs were forfeited and cancelled.

11. Related party transactions

Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company. The Company has determined that key management personnel consist of executive and non-executive members of the Company's Board of Directors and corporate officers.

All related party transactions have occurred on an arm's length basis.

Related party transactions for the years ended December 31, 2025 and 2024 are as follows:

Transaction type	Nature of relationship	December 31 2025	December 31 2024
Remuneration	Officers	$ 1,362,537	$ 1,152,244
Director fees	Directors	257,035	581,137
Demonstration plant	Officer	61,767	270,000
Exploration and evaluation expenditures	Officer	26,358	549,931
Corporate, general and administrative expenses	Officer	111,190	251,123
Stock-based compensation	Directors and officers	18,182	164,944
Total		$ 1,837,069	$ 2,969,379

A summary of the amount due to related parties recorded in accounts payable and accrued liabilities is:

Transaction type	Nature of relationship	December 31 2025	December 31 2024
Remuneration and other	Officers and directors	$ 104,281	$ 381,056

GIYANI METALS CORP.

Notes to the Consolidated Financial Statements

December 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise stated)

12. Convertible loan

On November 30, 2023, the Company announced the signing of definitive agreements for funding of the equivalent of US$16 million ($22.6 million) up to ZAR 300,000,000 with the IDC in the form of convertible loan facilities (collectively the "IDC Facility"). The proceeds from the IDC Facility will be utilized for the construction and operation of the K.Hill Project demonstration plant and other K.Hill Project development activities. The IDC Facility was available for drawdown until March 31, 2025, and was fully drawn as at December 31, 2025.

IDC Facility:

The IDC Facility is ZAR300,000,000 ($22.6 million).

ZAR234,375,000 ($17.7 million) is available to Giyani Metals South Africa Proprietary Limited ("GMSA"), a wholly owned subsidiary of Menzi, (the "GMSA Facility").

ZAR65,625,000 ($4.9 million) is available to Menzi (the "Menzi Facility").

As at December 31, 2025, ZAR234,375,000 ($17.7 million) has been drawn under the GMSA Facility and ZAR65,625,000 ($4.9 million) under the Menzi Facility.

Transaction Costs:

Fees payable in respect of the IDC Facility include a 1% raising fee and commitment fees of 0.5% per annum, which were payable on the undrawn portion of the facility prior to full drawdown.

During the year ended December 31, 2025, all fees incurred were recognized in the consolidated statement of loss and comprehensive loss as finance expenses, as further described in Note 20.

Deferred financing costs related to the IDC Facility were expensed during the year, following the full drawdown of the facility, and are presented as transaction costs within finance expenses in Note 20.

Interest Rate:

Interest accrues and is capitalized in ZAR on drawn amounts on a daily basis from the drawdown date at the South African Prime Rate (10.25% at December 31, 2025; December 31, 2024 – 11.25%) plus 3%, compounded monthly in arrears.

Interest incurred under the GMSA Facility was capitalized to construction in progress until the underlying assets were available for use, after which interest has been recognized in the consolidated statement of loss and comprehensive loss. Interest incurred under the Menzi Facility is recognized in the consolidated statement of loss and comprehensive loss.

Conversion Options:

The IDC has an option to convert the outstanding loan amount and capitalized interest into the shares and shareholder loan of Thabatala Holding (Pty) Ltd ("Project HoldCo"), a wholly owned subsidiary of Giyani, at a 20% discount to the prevailing 30-day volume-weighted average price of the Company's shares in accordance with the terms of the IDC Facility. The IDC has a further option to convert Project HoldCo's shares and shareholder loan to the Company's shares upon the achievement of sustained commercial production at the prevailing 30-day volume-weighted average price of the Company's shares in accordance with the terms of the IDC Facility. The maximum permissible shareholding percentage for the IDC post-conversion is 19.9% in Project HoldCo's and Giyani's share capital, or such higher percentage as approved by Giyani's board and shareholders up to a maximum of 25%.

While the IDC Facility matures in 2028 and is designated at fair value, a portion ($9,854,787) of the total liability has been presented as a current liability to reflect the IDC's right to initiate a first conversion and settlement of the convertible loan into shares and shareholder loan of Project Holdco (up to 19.9% and as described above) within 12 months based on the current K.Hill Project schedule.

Maturity Date:

GIYANI METALS CORP.

Notes to the Consolidated Financial Statements

December 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise stated)

The IDC Facility matures on the last day of the fourth anniversary of the first drawdown date, i.e., April 23, 2028 for the GMSA Facility and May 2, 2028 for the Menzi Facility.

Security:

The Company has provided a guarantee on behalf of GMSA and Menzi in favour of the IDC, guaranteeing the obligations under the IDC Facility.

Breach of covenants:

On September 1, 2025, the Company and the Industrial Development Corporation of South Africa Limited ("IDC") executed a First Addendum to the GMSA and Menzi loan facility agreements. The amendment:

extended the Demonstration Plant Completion Deadline Date to September 30, 2025, which could be extended to January 31, 2026, under certain conditions;
extended milestone dates related to the definitive feasibility study; and
introduced revised funding and Project FID timeline requirements.

In connection with this amendment, the IDC formally waived the event of default that would otherwise have arisen as a result of the original milestone dates not being met.

As at December 31, 2025, the Company is compliant with the revised terms of the IDC Facility.

The principal amount drawn and accrued interest remains repayable at the contractual maturity dates should the IDC not exercise its conversion options.

There were no other breaches of covenants in the GMSA Facility and Menzi Facility during the year that triggered breach or cure provisions.

Subsequent to year end, on February 26, 2026, the Company entered into a further amendment to the IDC Facility. Refer to Note 25 – Subsequent Event.

Reconciliation of movement in IDC Facility

| | | December 31
2025 | December 31
2024 |
| --- | --- | --- | --- |
| Convertible Loan Facility, beginning of year | | $ 21,679,558 | $ - |
| Proceeds from draw-downs/borrowings | | 5,408,450 | 17,241,706 |
| Interest capitalized | Note 6 | 2,225,101 | 1,138,748 |
| Interest expensed | Note 20 | 1,255,865 | 279,761 |
| Fair value changes | | 482,975 | 958,994 |
| Foreign currency translation | | (12,283) | 2,060,349 |
| Convertible loan, end of the year | | $ 31,039,666 | $ 21,679,558 |
| Convertible loan - current liability | | 9,854,787 | 6,295,414 |
| Convertible loan - non-current liability | | 21,184,879 | 15,384,144 |
| Convertible loan - total liability | | $ 31,039,666 | $ 21,679,558 |

The IDC Facility contains both a host loan liability and embedded derivatives for the conversion option, which are required to be separated from the host debt. All the conversion options are exposed to the same risk, i.e., the equity price risk of Giyani shares. Furthermore, the options are highly interdependent.

The process of conversion involves first converting the outstanding IDC Facility amounts into Project HoldCo's shares at the 30-day volume-weighted average price, at the option of the IDC, based on the Giyani share price on the date of the first conversion, at a 20% discount. At the option of the IDC, and if specific criteria as per the agreement are met, Project HoldCo's shares are then converted to the Company's shares based on the Company share price on the second conversion date at the 30-day volume-weighted average price. This implies that the conversion to Project HoldCo's shares is a prerequisite to the delivery of the Company's shares under the second conversion option. Accordingly, the conversion options will be treated as a single compound embedded derivative.

The Company has elected to designate the entire hybrid IDC Facility at FVTPL. The fair value was calculated

GIYANI METALS CORP.

Notes to the Consolidated Financial Statements

December 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise stated)

using a Monte Carlo Simulation using the following assumptions:

The value of the Project Holdco shares are equal to the value of the publicly traded Company's shares
A volatility of 95% and 99% was used in the valuation at December 31, 2024 and at December 31, 2025, respectively, which represents the historical volatility of the Company's share price commensurate with the term to maturity of the GMSA Facility and Menzi Facility.
The risk-free rates of 2.88% and 2.58% used at December 31, 2024 and December 31, 2025, respectively, based on Government of Canada bond yields for terms commensurate with the remaining life of the IDC Facility.
CAD / ZAR foreign exchange forward curves were used since the IDC Facility is ZAR denominated.
A credit spread of 4.35% and 4.06% was applied at December 31, 2024 and December 31, 2025, respectively, based on the ICE High Yield South African Issuers Index.
Future drawdown and conversion dates were based on management assumptions of progress on the K.Hill Project, market conditions, and the strategic intentions of the IDC.

13. Financial liability

The Company received $13,440,236 (US$10 million) from ARCH ("ARCH Funding") on February 20, 2024.

The ARCH Funding consists of:

$6,415,722 (US$4.8 million) from a unit offering ("ARCH Offering") of 54,835,235 units at $0.117 per unit, with each unit consisting of one common share and one common share purchase warrant exercisable at a price of $0.225 per warrant for five years (subject to acceleration); and
$7,024,514 (US$5.2 million) for a 2% gross revenue royalty which includes a 1% buy-back provision and an automatic step-down by 0.5% after 20 years or 2.5Mt of battery-grade manganese production.

Key terms and conditions from the ARCH royalty agreement are as follows:

The royalty is payable as a percentage of gross revenues, which include income from the sale of products, licensing, and other related activities.
Royalty payments are to be made quarterly with the obligation contingent upon the receipt of gross revenues by the Company. Detailed statements are required to support payment calculations.
Payments are to be made in US$, with provisions for adjustments related to provisional sales and taxes.
A "Buy Back Right" allows the Company to reduce the initial royalty percentage upon meeting specific conditions including written notification to ARCH before the "Buy Back Option End Date" of June 30, 2025. "Payment of the Buy Back Payment Amount" is due within nine months of the "Buy Back Exercise Date". The Company did not exercise the Buy-Back Right.

The ARCH royalty was recorded as a financial liability and measured using an effective interest rate method of 22.0% (Note 3p).

During the year ended December 31, 2025, the Company revised the project schedule, resulting in a change to the expected timing of future royalty payments. The resulting change in estimated cash flows was assessed to represent a substantial modification in accordance with IFRS 9. Accordingly, the original financial liability was derecognized and a new financial liability was recognized, measured at the present value of the revised expected cash flows discounted using an effective interest rate of 22.03% at the modification date. The Company recognized a gain on extinguishment of the original financial liability of $2,306,012 in the consolidated statement of loss and comprehensive loss for the year ended December 31, 2025.

The activity for the year ended December 31, 2025, is as follows:

GIYANI METALS CORP.

Notes to the Consolidated Financial Statements

December 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise stated)

| | December 31
2025 | December 31
2024 |
| --- | --- | --- |
| Financial liability, beginning of the year | $ 8,849,494 | $ - |
| Proceeds | - | 7,024,514 |
| Accretion | Note 20 | 1,519,408 |
| Issuance cost | - | (69,121) |
| Gain on extinguishment of financial liability | (2,306,012) | - |
| Foreign exchange | (429,168) | 559,619 |
| Financial liability, end of the year | $ 7,633,722 | $ 8,849,494 |

14. Share capital

(a) Authorized share capital

Unlimited number of common shares without par value.

(b) Issued share capital

The following is a continuity of shares issued:

		Number of shares	Amount $
Balance, December 31, 2023		219,478,095	$ 54,437,438
Subscription agreement	(i)	54,835,235	6,415,722
Share issuance cost	(i)	-	(226,580)
Fair value of warrants issued in subscription agreement	(i)	-	(2,857,515)
Balance, December 31, 2024		274,313,330	$ 57,769,065
Private placement	(ii)	59,493,695	3,569,622
Fair value of warrants issued in private placement	(ii)	-	(835,772)
Fair value of finders warrants issued in private placement	(ii)	-	(26,600)
Share issuance costs	(ii)	-	(124,249)
Balance, December 31, 2025		333,807,025	$ 60,352,066

(i) During the year ended December 31, 2024, the Company received $13,440,236 (US$10 million) from ARCH. The ARCH Funding consists of: (i) a $6,415,722 (US$4.8 million) unit offering of 54,835,235 units for $0.117 per unit, with each unit consisting of one common share and one common share purchase warrant exercisable for $0.225 per warrant for five years (subject to acceleration); and (ii) $7,024,514 (US$5.2 million) for a 2% gross revenue royalty which includes a 1% buy-back provision and an automatic step-down by 0.5% after 20 years or 2.5Mt of battery-grade manganese production. Following completion of the ARCH Offering, ARCH held approximately 19.99% of the Company's issued shares. In conjunction with the subscription agreement, $226,580 was capitalized as share issuance cost.

The warrant exercise period may be accelerated, subject to the terms of the share purchase warrant, if the Company's common shares trade at a volume weighted average price ("VWAP") on the TSXV of at least $0.31 on 10 consecutive trading days. If the Company exercises its acceleration right, the expiry date of the share purchase warrants will be set to a date within 30 days of the date of the acceleration notice.

The 54,835,235 share purchase warrants were assigned a fair value of $2,857,515. Fair value was determined using the Black-Scholes option pricing model using the following weighted average assumptions: share price $0.13, dividend yield of 0%; expected volatility (based on historical price data of the Company's common share) of 124%; risk-free interest rate of 3.58%; and an expected life of five years.

(ii) On August 18, 2025, the Company completed a non-brokered private placement for gross proceeds of $3,569,622 through the issuance of 59,493,695 units for $0.06 per unit, with each unit consisting of one common share and one-half of one common share purchase warrant. Of the total units issued, $193,800 related to the settlement of outstanding obligations.

Each whole common share purchase warrant entitles the holder to acquire one common share for $0.085 per share for a period of three years, expiring August 18, 2028. The 29,746,845 share purchase warrants issued in connection with the placement were assigned a fair value of $835,772. Fair value was determined using the Black-Scholes option pricing model with the following weighted average assumptions: share price $0.07,

GIYANI METALS CORP.

Notes to the Consolidated Financial Statements

December 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise stated)

dividend yield of 0%; expected volatility of 102.44%; risk-free interest rate of 2.74%; and an expected life of three years.

In connection with the placement, the Company also issued 569,000 non-transferable finder's warrants. Each finder's warrant entitles the holder to acquire one common share for $0.06 per share for a period of three years from the closing date. The finder's warrants were assigned a fair value of $26,600, estimated using the same Black-Scholes model and assumptions as above, except for an exercise price of $0.06. The fair value of these warrants was included in total share issuance costs.

Share issuance costs totaled $150,849, including the fair value of finder's warrants, of which $124,249 was paid in cash.

15. Stock Options

The Company has adopted an omnibus long-term incentive plan on November 15, 2024 which replaced the previous stock option plan ("SOP") in accordance with the policies of the TSXV, under which the Board of Directors of the Company may grant to directors, officers, employees and consultants of the Company, non-transferable options to purchase common shares provided the number of shares reserved for issuance under the stock option plan shall not exceed 10% of the issued and outstanding common shares, exercisable for a period of up to five years from the date of grant. The Board of Directors determines the price per common share and the number of common shares, which may be allotted to directors, officers, employees and consultants, and all other terms and conditions of the option, subject to the rules of the TSXV.

Stock option transactions are summarized as follows:

		Number of stock options outstanding	Weighted average exercise price
Balance, December 31, 2023		11,750,001	$ 0.27
Granted	(i),(ii)	6,700,000	0.11
Forfeited	(iii)	(3,233,333)	0.17
Expired	(iii)	(2,850,001)	0.28
Balance, December 31, 2024		12,366,667	$ 0.22
Forfeited	(iv)	(283,333)	0.11
Expired	(iv)	(6,883,334)	0.19
Balance, December 31, 2025		5,200,000	$ 0.25

Stock options outstanding as at December 31, 2025:

Expiry date	Exercise price ($)	Remaining contractual life (years)	Total options	Options exercisable
April 21, 2026	0.53	0.30	875,000	875,000
September 02, 2026	0.48	0.67	650,000	650,000
April 01, 2027	0.33	1.25	225,000	225,000
June 17, 2027	0.36	1.46	300,000	300,000
January 26, 2029	0.115	3.07	650,000	650,000
February 20, 2029	0.11	3.14	2,500,000	1,733,333
		2.17	5,200,000	4,433,333

(i) During the year ended December 31, 2024, 1,500,000 stock options were granted to non-executive directors of the Company in accordance with the Company's SOP. Each stock option vested immediately upon grant and is exercisable into one common share of the Company at a price of $0.115 per common share for a period of five years from the date of grant. A fair value of $154,884 was determined using the Black Scholes option pricing model and the following assumptions: share price of $0.12, dividend yield of 0%; expected volatility (based on historical price data of the Company's common share) of 127%; risk-free interest rate of 3.58%; and an expected life of five years.

(ii) During the year ended December 31, 2024, the Company granted 5,200,000 stock options to certain

GIYANI METALS CORP.

Notes to the Consolidated Financial Statements

December 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise stated)

directors, officers, and management of the Company in accordance with the Company's SOP. Of the total, 1,850,000 stock options were granted to officers, 3,150,000 stock options were granted to management and 200,000 stock options were granted to directors of the Company's subsidiary company in Botswana. Each option is exercisable into one common share of the Company at a price of $0.11 per common share for a period of five years from the date of grant. Stock options granted to directors of the Company's subsidiary vested immediately with the remaining 5,000,000 stock options vesting one-third immediately and a further one-third on each of the first and second anniversaries of the date of the grant. A fair value of $582,850 was determined using the Black Scholes option pricing model and the following assumptions: share price of $0.13, dividend yield of 0%; expected volatility (based on historical price data of the Company's common share) of 124%; risk-free interest rate of 3.58%; and an expected life of five years.

(iii) During the year ended December 31, 2024, 2,850,001 stock options with exercise prices between $0.15 and $0.53 expired unexercised and 3,233,333 stock options with exercise prices between $0.11 and $0.20 were forfeited.

(iv) During year ended December 31, 2025, 283,333 stock options with an exercise price of $0.11 were forfeited and 6,883,334 stock options with exercise prices between $0.11 and $0.48 expired unexercised.

(v) During year ended December 31, 2025, the Company recorded stock-based compensation in connection with the vesting of options totaling $45,622 (December 31, 2024 - $457,539). The allocation of this charge is as follows:

For the years ended	December 31 2025	December 31 2024
Consolidated statement of loss and comprehensive loss	$ 29,490	$ 308,802
Demonstration plant under construction	(6,536)	67,400
Exploration and evaluation assets	22,668	81,337
	$ 45,622	$ 457,539

16. Warrants

Warrant transactions are summarized as follows:

		Number of warrants outstanding	Weighted average exercise price
Balance, December 31, 2023		-	$ -
Issued	Note 14b(i)	54,835,235	0.225
Balance, December 31, 2024		54,835,235	$ 0.225
Issued private placement and finder's warrants	Note 14b(ii)	30,315,845	0.085
Balance, December 31, 2025		85,151,080	$ 0.175

Warrants outstanding as at December 31, 2025:

Expiry date	Exercise price ($)	Remaining contractual life (years)	Warrants exercisable
August 18, 2028	0.085	2.63	29,746,845
August 18, 2028 (Finder's warrants)	0.060	2.63	569,000
February 20, 2029	0.225	3.14	54,835,235
		2.96	85,151,080

17. Income tax

The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 26.5% (2024 - 26.5%) to the effective tax rate is as follows:

GIYANI METALS CORP.

Notes to the Consolidated Financial Statements

December 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise stated)

	December 31	December 31
	2025	2024
Loss before income taxes	$ (8,740,858)	$ (9,147,650)
Combined statutory income tax rate	26.5%	26.5%
Income tax benefit at the combined Canadian statutory income tax rate	(2,316,327)	(2,424,127)
Difference between parent and foreign tax rate	105,109	49,278
Share-based compensation and other non-deductible expenses	7,815	81,832
Other permanent differences	42,888	3,501
Foreign exchange	-	120,804
Fair value gains on convertible debentures	116,700	247,377
Non-taxable portion of capital gain	-	(921,590)
Changes in unrecognized deferred tax assets	2,043,815	2,842,925
Actual income tax expense	$ -	$ -

The following table summarizes the components of deferred tax:

	December 31	December 31
	2025	2024
Deferred Tax Assets
Losses	3,773,912	1,245,396
Lease liabilities	101,453	276,554
Deferred Tax Liabilities
Exploration and evaluation assets	(3,255,257)	(1,227,322)
Unrealized foreign exchange gains	(291,845)	-
Property, plant and equipment	(328,263)	(294,628)
Net Deferred Tax Asset	$ -	$ -

Deferred tax assets that have not been recognized in respect of the following deductible temporary differences:

	December 31	December 31
	2025	2024
Share issue costs	256,503	680,105
Non-capital losses carried forward	40,215,647	31,693,913
Other deductible differences	11,741,410	11,185,124

The Company has unrecognized Canadian tax losses of $32.2 million available to offset future taxable income. The losses expire between 2030 and 2045.

The Company has $19.0 million of unrecognized Botswana tax losses available to offset future taxable income; such losses do not expire.

The Company has $5.5 million of unrecognized South Africa tax losses available to offset future taxable income; such losses do not expire.

Tax attributes are subject to review and potential adjustments by tax authorities.

The Company has not recognized deferred tax assets related to its $10.2 million of deductible temporary differences in its investment in subsidiaries.

GIYANI METALS CORP.

Notes to the Consolidated Financial Statements

December 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise stated)

18. Demonstration plant costs

For the years ended	December 31	December 31
	2025	2024
Demonstration Plant labour costs	$ 298,631	$ -
Demonstration Plant site and laboratory costs	159,513	-
Demonstration Plant operating costs	78,862	-
	$ 537,006	$ -

19. Corporate, general and administrative

For the years ended	December 31	December 31
	2025	2024
Remuneration	$ 1,898,904	$ 2,497,497
Accounting and audit	580,533	453,038
Investor relations and marketing	444,598	507,321
General and administrative	453,993	170,696
Travel	297,342	531,308
Legal	288,905	424,689
Corporate development	262,285	132,196
Director fees	257,035	581,137
Filing and compliance fees	119,377	150,365
Human resources	102,710	388,821
Insurance	77,885	74,626
Stock-based compensation	29,490	308,802
	$ 4,813,057	$ 6,220,496

20. Finance expense, net

For the years ended		December 31	December 31
		2025	2024
Accretion	Note 13	$ 1,519,408	$ 1,334,482
Transaction costs		212,912	702,750
Interest on convertible loan	Note 12	1,255,865	279,761
Interest on lease liabilities	Note 9	109,262	16,178
Commitment fees	Note 12	4,931	64,782
Bank charges and other		10,745	19,591
Raising fees	Note 12	-	223,864
Interest income		(318,450)	(682,422)
		$ 2,794,673	$ 1,958,986

21. Capital management

The Company's policy is to maintain a strong capital base to maintain investor, creditor and market confidence and sustain future development of the business. The Company considers capital to include equity, the IDC Facility and funding from royalty arrangements.

The Company manages its capital structure and makes adjustments in light of the changes in its economic environment and the risk characteristics of the Company's assets. To effectively manage the Company's capital requirements, the Company has in place planning, budgeting and forecasting processes to help determine the funds required to ensure the Company has the appropriate liquidity to meet its operating and growth objectives. The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than Policy 2.5 of the TSXV which requires adequate working capital or financial resources of the greater of (i) $50,000 and (ii) an amount required in order to maintain operations and cover general and administrative expenses for a period of six months. As at December 31, 2025, the Company is compliant with known requirements including Policy 2.5 of the TSXV.

GIYANI METALS CORP.

Notes to the Consolidated Financial Statements

December 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise stated)

22. Financial instruments and risk management

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

Credit Risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. The Company's exposure to credit risk includes cash.

The Company has assessed the credit risk on its cash as low as the majority of its funds are held in large Canadian and African financial institutions.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company's approach to managing liquidity risk is to provide reasonable assurance that it will have sufficient funds to meet its liabilities when they come due. The Company manages its liquidity risk by forecasting operations' required cash flows and anticipated investing and financing activities. The Company's current financial obligations currently consist of accounts payable and accrued liabilities, and lease liabilities.

The Company had cash at December 31, 2025, of $3,272,871 (December 31, 2024 $13,183,551). As at December 31, 2025, the Company had total liabilities of $41,164,115 (December 31, 2024 $33,675,991).

Market Risk

Market risk is the risk that a financial instrument's fair value or future cash flows will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk.

a) Interest Rate Risk

Interest rate risk is the risk that the fair value or cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has interest-bearing cash in savings accounts at fixed interest rates. The Company's significant financial instruments valued using fluctuating risk-free interest rates are the components of the convertible loan (Note 12). The Company has not used any financial instrument to hedge potential fluctuations in interest rates and the exposure to interest rates for the Company is considered minimal.

b) Foreign Currency Risk

The Company is exposed to foreign currency risk of the South African rand, British pound, Botswana pula and United States dollar. Based on the net exposure at December 31, 2025, a 10% depreciation or appreciation of the South African rand, Botswana pula and United States dollar against the Canadian dollar would be approximately $1,270,286.

c) Other Price Risk

Other price risk is the risk that the fair or future cash flows of a financial instrument will fluctuate because of changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company is not exposed to any other price risk.

d) Fair value:

The fair value of the convertible loan is $31,039,666. A 5% increase or decrease in assumptions would change the fair value by approximately $1.5 million.

The financial liability is payable as a percentage of gross revenues, which includes income from the sale of products, licensing, and other related activities. The fair value of the financial liability is most sensitive to changes in HPMSM product pricing, as it directly impacts gross revenue. A +/- 10% change in HPMSM product pricing would result an insignificant difference when compared with the balance as at December 31, 2025.

GIYANI METALS CORP.

Notes to the Consolidated Financial Statements

December 31, 2025 and 2024

(Expressed in Canadian dollars unless otherwise stated)

23. Segmented information

Operating segments are reported in a manner consistent with internal reporting provided to the chief operating decision maker, who has been identified as the company's CEO and is responsible for allocating resources and assessing the operating segments' performance.

The Company has two operating segments: (1) Botswana Battery Metals Project for the exploration, evaluation and development of its battery-grade manganese assets located in Botswana and the demonstration plant under construction in South Africa and (2) Corporate, which includes all other entities within the Company.

December 31, 2025	Botswana Battery
	Metals Project	Corporate	Total
Total assets	$ 54,214,322	$ 2,315,303	$ 56,529,625
Total liabilities	33,090,603	8,073,512	41,164,115
Net loss	5,992,086	2,748,772	8,740,858
December 31, 2024	Botswana Battery
	Metals Project	Corporate	Total
Total assets	$ 47,001,235	$ 8,573,677	$ 55,574,912
Total liabilities	23,513,999	10,161,992	33,675,991
Net loss	2,400,699	6,746,951	9,147,650

24. Commitments

	Within one year	Two-five years	Total
Construction in progress	$ 228,446	$ -	$ 228,446
Minimum lease payments	235,037	319,820	554,857
	$ 463,483	$ 319,820	$ 783,303

A contingent payment of R1 million ($78,000) is scheduled for October 2026, subject to a vendor complying with the terms of an agreement. As compliance has not yet been confirmed, it remains uncertain whether the obligations will be triggered.

25. Subsequent events

Subsequent to December 31, 2025:

(a) The Company granted 10,650,000 stock options to certain directors, consultants, and employees of the Company in accordance with the Company's SOP. Each option is exercisable into one common share of the Company at an exercise price of $0.08 per common share for a period of five years from the date of grant. Stock options granted to directors vested immediately, while the remaining stock options vest one-third on the grant date and a further one-third on each of the first and second anniversaries of the grant date.

(b) The Company entered into a second amendment dated February 26, 2026, to its IDC Facility for GMSA (see note 12). The amendment provides for an additional facility amount of ZAR29.9 million (increasing the maximum combined IDC facilities to ZAR329.9 million), the introduction of an additional funding tranche, extension of certain timelines, additional security, funding conditions and governance rights granted in favour of the IDC. The additional ZAR29.9 million was drawn in March 2026. The amendment does not impact the carrying amount of the convertible loan as at year end.

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Giyani Metals Corp. — Audit Report / Information 2025

46200_rns_2026-04-17_ed0c10e0-e9d5-40cd-b5c7-85897023ab84.pdf

GIYANI METALS CORP.

Opinion

Basis for Opinion

Material Uncertainty Related to Going Concern

Key Audit Matters

Convertible loan

Key Audit Matter Description

Audit Response

Other Information

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

GIYANI METALS CORP.

GIYANI METALS CORP.

(d) Subsidiaries

(e) Associates

(f) Use of judgements and estimates

3. Material accounting policies

(a) Basis of consolidation

(b) Translation of foreign currencies

Foreign currency transactions

Foreign operations

(l) Loss per share

(m) Related party transactions

(n) Provisions

(o) Borrowing costs

(p) Financial instruments

i. Recognition and measurement

7. Exploration and evaluation assets

Botswana

South Africa

Rock Island Gold Project

8. Accounts payable and accrued liabilities

9. Lease liabilities

10. RSU liability

11. Related party transactions

12. Convertible loan

IDC Facility:

Transaction Costs:

Interest Rate:

Conversion Options:

Maturity Date:

Security:

Breach of covenants:

Reconciliation of movement in IDC Facility

13. Financial liability

14. Share capital

(a) Authorized share capital

(b) Issued share capital

15. Stock Options

16. Warrants

17. Income tax

18. Demonstration plant costs

19. Corporate, general and administrative

20. Finance expense, net

21. Capital management

22. Financial instruments and risk management

Credit Risk

Liquidity Risk

Market Risk

a) Interest Rate Risk

b) Foreign Currency Risk

c) Other Price Risk

d) Fair value:

23. Segmented information

24. Commitments

25. Subsequent events

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Giyani Metals Corp. Audit Report / Information 2025