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Green Shift Commodities — Interim / Quarterly Report 2026
May 16, 2026
45937_rns_2026-05-15_a77d7434-6fc7-4932-8cee-3e0e248f7de4.pdf
Interim / Quarterly Report
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GREEN SHIFT COMMODITIES LTD.
CONDENSED CONSOLIDATED
INTERIM FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2026
(EXPRESSED IN CANADIAN DOLLARS)
Notice To Reader
The accompanying unaudited condensed interim consolidated financial statements of Green Shift Commodities Ltd. (the "Company") have been prepared by and are the responsibility of management. The unaudited condensed interim consolidated financial statements have not been reviewed by the Company's auditors.
Green Shift Commodities Ltd.
Condensed Consolidated Interim Statements of Financial Position
(Expressed in Canadian Dollars)
(Unaudited)
| As at March 31, 2026 | As at December 31, 2025 | |
|---|---|---|
| ASSETS | ||
| Current assets | ||
| Cash | $ 717,154 | $ 2,368 |
| Amounts receivable and other assets (note 6) | 19,532 | 30,085 |
| Prepaid | 39,222 | 15,808 |
| Investments (note 5) | 19,586,401 | 3,529,076 |
| Total current assets | 20,362,309 | 3,577,337 |
| Non-current asset | ||
| Equipment and leases (note 7) | 111,708 | 127,244 |
| Property interests (note 18) | 259,000 | 259,000 |
| Total non-current assets | 370,708 | 386,244 |
| Total assets | $ 20,733,017 | $ 3,963,581 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||
| Current liabilities | ||
| Amounts payable and other liabilities | $ 285,704 | $ 460,554 |
| Lease liability (note 16) | 41,490 | 42,536 |
| Total current liabilities | 327,194 | 503,090 |
| Non-current liabilities | ||
| Lease liability (note 16) | 55,270 | 66,721 |
| Total non-current liabilities | 55,270 | 66,721 |
| Total liabilities | 382,464 | 569,811 |
| Shareholders' equity | ||
| Share capital (note 4) | 107,188,452 | 107,188,452 |
| Warrants (note 13) | 479,585 | 479,585 |
| Contributed surplus | 8,920,969 | 8,847,738 |
| Deficit | (96,238,453) | (113,122,005) |
| Total shareholders' equity | 20,350,553 | 3,393,770 |
| Total liabilities and shareholders' equity | $ 20,733,017 | $ 3,963,581 |
The accompanying notes to the unaudited condensed consolidated interim financial statements are an integral part of these statements.
Going concern (note 2)
Approved by the Board of Directors:
"Marty Tunney" Director
"Trumbull Fisher" Director
Green Shift Commodities Ltd.
Condensed Consolidated Interim Statements of Income (Loss) and Comprehensive Income (Loss)
(Expressed in Canadian Dollars)
(Unaudited)
| Three months ended March 31, | 2026 | 2025 |
|---|---|---|
| Expenses | ||
| Exploration and evaluation expenditures (note 10) | $ 8,217 | $ 44,206 |
| General and administrative (note 11) | 224,031 | 149,042 |
| (232,248) | (193,248) | |
| Other items: | ||
| Unrealized (loss) gain on investment (note 5) | (1,109,411) | 113,432 |
| Realized gain on investment (note 5) | (485) | (15,428) |
| Gain on sale of subsidiary | 18,225,696 | - |
| Net (loss) income and comprehensive (loss) income for the period | $ 16,883,552 | $ (95,244) |
| Basic income (loss) income per common share (note 9) | $ 0.12 | $ (0.00) |
| Fully diluted income (loss) income per common share (note 9) | $ 0.12 | $ (0.00) |
| Basic weighted average number of common shares outstanding | 137,726,218 | 118,859,553 |
| Fully diluted weighted average number of common shares outstanding | 137,726,218 | 118,859,553 |
The accompanying notes to the unaudited condensed consolidated interim financial statements are an integral part of these statements.
Green Shift Commodities Ltd.
Condensed Consolidated Interim Statements of Cash Flows
(Expressed in Canadian Dollars)
(Unaudited)
| Three months ended March 31, | 2026 | 2025 |
|---|---|---|
| Operating activities | ||
| Net (loss) income for the period | $ 16,883,552 | $ (95,244) |
| Adjustment for: | ||
| Net unrealized loss (gain) on investment | 1,109,441 | (113,432) |
| Realized loss (gain) on investment | 485 | 15,428 |
| Share-based payments | 73,231 | 18,643 |
| Depreciation expense | 15,536 | 15,832 |
| Gain on sale of subsidiary | (17,225,696) | - |
| Finance cost | 2,503 | 3,686 |
| Non-cash working capital items: | ||
| Amounts receivable and other assets | 10,553 | 3,053 |
| Prepaid | (23,414) | (40,757) |
| Amounts payable and other liabilities | (174,850) | 4,752 |
| Property interest | - | - |
| Investments in entities | - | (1,676,590) |
| Net cash used in operating activities | 671,311 | (2,531,995) |
| Investing activities | ||
| Proceeds from sale of investments | 58,475 | 198,401 |
| Net cash provided by investing activities | 58,475 | 198,401 |
| Financing activities | ||
| Payment of lease liability | (15,000) | (15,000) |
| Net cash (used in) provided by financing activities | (15,000) | 15,000 |
| Net change in cash | 714,786 | (4,638) |
| Cash, beginning of period | 2,368 | 85,433 |
| Cash, end of period | $ 717,154 | $ 80,795 |
Non-cash transactions
- -
The accompanying notes to the unaudited condensed consolidated interim financial statements are an integral part of these statements.
Green Shift Commodities Ltd.
Condensed Consolidated Interim Statements of Changes in Shareholders' Equity
(Expressed in Canadian Dollars)
(Unaudited)
| Number of common shares | Share capital | Warrants | Contributed Surplus | Deficit | Total | |
|---|---|---|---|---|---|---|
| Balance, December 31, 2024 | 137,726,218 | $107,188,452 | $ 2,459,487 | $ 6,854,138 | $(112,450,662) | $ 4,051,415 |
| Share-based payments (note 8) | - | - | - | 18,643 | - | 18,643 |
| Income (loss) for the period | - | - | - | - | (95,244) | (95,244) |
| Balance, March 31, 2025 | 137,726,218 | 107,188,452 | 2,459,487 | 6,872,781 | (112,545,906) | 3,974,814 |
| Share-based payments (note 8) | - | - | - | (4,945) | - | (4,945) |
| Warrants expiry | - | - | (1,979,902) | 1,979,902 | - | - |
| Income (loss) for the period | - | - | - | - | (576,099) | (576,099) |
| Balance, December 31, 2025 | 137,726,218 | 107,188,452 | 479,585 | 8,847,738 | (113,122,005) | 3,393,770 |
| Share-based payments (note 8) | - | - | - | 73,231 | - | 73,231 |
| Income (loss) for the period | - | - | - | - | 16,883,552 | 16,883,552 |
| Balance, March 31, 2026 | 137,726,218 | $107,188,452 | $ 479,585 | $ 8,920,969 | $(96,238,453) | $20,350,553 |
The accompanying notes to the unaudited condensed consolidated interim financial statements are an integral part of these statements.
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greenshift
COMMODITIES LTD.
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Green Shift Commodities Ltd.
Notes to Condensed Consolidated Interim Financial Statements
Three Months Ended March 31, 2026
(Expressed in Canadian Dollars - Unaudited)
- Nature of operations
Green Shift Commodities Ltd. (the "Company") is a Canadian company focused on investment in and exploration for uranium, lithium and battery commodity minerals; on the definition of resources and advancing these deposits toward production. The Company was incorporated by articles of incorporation dated December 6, 2005 ("date of incorporation") under the Business Corporations Act (Ontario). The Company's common shares are listed on the Venture board of the TSX Venture Exchange (the "TSXV") under the symbol GCOM.V, and on the OTC QB International under the symbol UWEFF. The Company maintains a registered and records office at 401 - 217 Queen St. West, Toronto, Ontario, M5V 0R2, Canada.
- Basis of presentation and going concern
The Company is in the exploration and evaluation stage and it raises financing to advance its exploration assets, to acquire new exploration properties, and evaluate investments, exploration and evaluation activities through the sale of equities. Although the Company has reported a profit for the period ended March 31, 2026, mostly from a one-time gain on final sale of its Berlin property in Colombia of $18,225,696, it has an accumulated deficit at March 31, 2026 of $96,238,453 (December 31, 2025 - $113,122,005). In addition, the Company had working capital of $20,035,115 at March 31, 2026 (December 31, 2025 - working capital $3,074,247).
Additional financings could be required to further develop the investments and properties and to continue operations. There is a significant risk that some, if not all, of the Company's current property holdings may lapse or title to those properties may become uncertain. While the Company's management and board will continue to search for financing, joint venture partners and new assets, there is no guarantee that they will be successful.
The unaudited condensed interim consolidated financial statements have been prepared on a basis which contemplates 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 business. The certainty of funding future investments, exploration expenditures and availability of sources of additional financing cannot be assured at this time and accordingly, these uncertainties may cast significant doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include adjustments to the carrying values of recorded liabilities and related expenses that might be necessary should the Company be unable to continue as a going concern.
- Material accounting policies
a) Statement of Compliance
The Company applies International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations issued by the IASB. These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements. The policies applied in these unaudited condensed interim consolidated financial statements are based on IFRSs issued and outstanding as of May 15, 2026, the date the Board of Directors approved the statements. The same accounting policies and methods of computation are followed in these unaudited condensed interim consolidated financial statements as compared with the most recent annual consolidated financial statements as at and for the year ended December 31, 2025, except as noted below. Any subsequent changes to IFRS that are given effect in the Company's annual consolidated financial statements for the year ending December 31, 2026 could result in restatement of these unaudited condensed interim consolidated financial statements.
Green Shift Commodities Ltd.
Notes to Condensed Consolidated Interim Financial Statements
Three Months Ended March 31, 2026
(Expressed in Canadian Dollars - Unaudited)
b) Basis of presentation
These unaudited condensed consolidated interim financial statements have been prepared on a historical cost basis except for the re-valuation of certain financial instruments. In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information.
In the preparation of these financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the year. Actual results could differ from these estimates. Of particular significance are the estimates and assumptions used in the recognition and measurement of items included in note 3(r).
Certain comparative figures have been reclassified to conform the current year's presentation.
c) Basis of consolidation
The financial statements incorporate the financial statements of the Company and its subsidiaries.
The results of subsidiaries acquired or disposed of during the years presented are included in the consolidated statement of loss and comprehensive loss from the effective date of acquisition and up to the effective date of disposal, as appropriate. All intercompany transactions, balances, income and expenses are eliminated upon consolidation.
(i) Subsidiaries - The following material companies have been consolidated within the financial statements:
| Company | Registered | Principal activity |
|---|---|---|
| Green Shift Commodities Ltd. (formerly U3O8 Corp.) | Ontario, Canada | Parent company |
| Gaia Energy Inc. (1) (5) | Ontario, Canada | Holding company |
| Maple Minerals Exploration and Development Inc. (1) (5) | Ontario, Canada | Exploration company |
| Maple Minerals Exploration and Development Inc. (1) (5) | Argentina | Exploration company |
| Gaia Energy Argentina S.A. (1) (5) | Argentina | Exploration company |
| Gaia Energy Investments Ltd. (BVI) (1) (4) | British Virgin Islands | Holding company |
| 0964104 B.C. Ltd. (1) (5) | British Columbia, Canada | Holding company |
| Berlin (BVI) Limited (1) (4) | British Virgin Islands | Holding company |
| Calypso Holdings Inc. (1) (5) | Cayman Islands | Holding company |
| Energia Mineral Inc. (1) (5) | Cayman Islands | Exploration company |
| Pampa Amarilla Inc. (1) (5) | Cayman Islands | Exploration company |
| Pampa Litio S.A. (2) (3) (4) (6) | Argentina | Exploration company |
| LFP Resources Corp. (1) (2) (4) (6) | Argentina | Holding company |
| Electric Metals Argentina SA (1) (2) (4) (6) | Argentina | Exploration company |
(1) 100% owned by ultimate shareholder - Green Shift Commodities Ltd.
(2) Disposed in 2024
(3) 25% interest
(4) Acquired in 2023
(5) Dormant in 2022 and 2023
(6) Sold in 2024
(ii) Equity investments:
Pampa Litio S.A. - The Company purchased a 25% interest in this company in 2023 and sold its interest in 2024. During 2023, the Company had significant influence in Pampa Litio S.A., ("Pampa"), but did not have control.
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Green Shift Commodities Ltd.
Notes to Condensed Consolidated Interim Financial Statements
Three Months Ended March 31, 2026
(Expressed in Canadian Dollars - Unaudited)
(d) Foreign currencies
The functional currency, as determined by management, of the Company, and each of its subsidiaries is the Canadian Dollar. For the purpose of the financial statements, the results and financial position are expressed in Canadian Dollars.
Transactions in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the period end exchange rates are recognized in the statement of loss and comprehensive loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
(e) Financial instruments
The Company recognizes a financial asset or a financial liability when it becomes a party to the contractual provisions of the instrument. Under IFRS 9, such financial assets or financial liabilities are initially recognized at fair value and the subsequent measurement depends on their classification.
Classification
The Company determines the classification of its financial instruments at initial recognition. Upon initial recognition, a financial asset is classified as measured at: amortized cost, FVTPL, or FVOCI. The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial liability is classified as measured at amortized cost or FVTPL.
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL:
- it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Classification
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as FVTPL:
- it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
An equity investment that is held for trading is measured at FVTPL. For other equity investments that are not held for trading, the Company may irrevocably elect to designate them as FVOCI. This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes investments. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as
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Green Shift Commodities Ltd.
Notes to Condensed Consolidated Interim Financial Statements
Three Months Ended March 31, 2026
(Expressed in Canadian Dollars - Unaudited)
instruments held for trading or derivatives) or the Company has elected to measure them at FVTPL.
Measurement
Initial measurement
On initial recognition, all financial assets and financial liabilities are measured at fair value adjusted for directly attributable transaction costs except for financial assets and liabilities classified as FVTPL, in which case the transaction costs are expensed as incurred.
Subsequent measurement
The following accounting policies apply to the subsequent measurement of financial instruments:
Financial assets at FVTPL
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
Financial assets at amortized cost
These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
Impairment of financial instruments
IFRS 9 introduced a single expected credit loss impairment model, which is based on changes in credit quality since initial application. The adoption of the expected credit loss impairment model had no impact on the Company's consolidated financial statements.
The Company assesses all information available, including on a forward-looking basis, the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as the reporting date, with the risk of default as at the date of initial recognition, based on all information available, and reasonable and supportive forward-looking information.
Financial instruments recorded at fair value on the consolidated statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
- Level 1 - valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
- Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);
- Level 3 - valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Green Shift Commodities Ltd.
Notes to Condensed Consolidated Interim Financial Statements
Three Months Ended March 31, 2026
(Expressed in Canadian Dollars - Unaudited)
| As at March 31, 2026 | As at December 31, 2025 | |
|---|---|---|
| Financial assets: | ||
| FVTPL | ||
| Cash | $ 717,154 | $ 2,368 |
| Investment | 19,586,401 | 3,529,076 |
| Financial liabilities: | ||
| Amortized cost | ||
| Amounts payable and other liabilities | $ 285,704 | $ 460,554 |
As of March 31, 2026 and December 31, 2025, the fair value of accounts payable and other liabilities approximates the carrying value, due to their short-term nature.
f) Impairment of non-financial assets
At the end of each reporting period, the Company reviews the carrying amounts of its non-financial assets with finite lives to determine whether there is any indication that those assets are impaired. Where such an indication exists, the recoverable amount of the asset is estimated. For the purpose of measuring recoverable amounts, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units or "CGUs"). The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use (being the present value of the expected future cash flows of the relevant asset or CGU). An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount.
g) Exploration and evaluation expenditures
Exploration and evaluation expenditures include the costs of acquiring licenses and costs associated with exploration and evaluation activity. Exploration and evaluation expenditures are expensed as incurred except for expenditures associated with the acquisition of exploration and evaluation assets, which are recognized at the fair value at the acquisition date.
Once a project has been established as commercially viable and technically feasible, related development expenditure is capitalized. This includes costs incurred in preparing the site for mining operations. Capitalization ceases when the mine is capable of commercial production, with the exception of development costs which give rise to a future benefit.
h) Equipment and leasehold improvement
Equipment and leasehold improvement is carried at cost, less accumulated depreciation and accumulated impairment losses.
The cost of an item of equipment consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located.
Depreciation is recognized based on the cost of an item of equipment and leasehold improvements, less its estimated residual value, over its estimated useful life at the following rates:
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Green Shift Commodities Ltd.
Notes to Condensed Consolidated Interim Financial Statements
Three Months Ended March 31, 2026
(Expressed in Canadian Dollars - Unaudited)
| Detail | Years | Method |
|---|---|---|
| Equipment | 5 | Straight-line |
| Leasehold improvements | 5 | Straight-line |
| Field equipment | 20% | Declining balance |
An asset's residual value, useful life and depreciation method are reviewed, and adjusted if appropriate, on an annual basis. An item of equipment is de-recognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in profit or loss in the consolidated statements of loss and comprehensive loss.
Where an item of equipment consists of major components with different useful lives, the components are accounted for as separate items of equipment. Expenditures incurred to replace a component of an item of equipment that is accounted for separately, including major inspection and overhaul expenditures, are capitalized.
i) Leasing
At inception of a contract, the Company assesses whether a contract is, or contains a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The Company recognizes a right-of-use asset and a lease obligation at the lease commencement date. The right-of-use asset is initially measured based on the initial amount of the lease obligation adjusted for any lease payments made at or before the commencement date. The assets are depreciated over the lease term using the straight-line method as this most closely reflects the expected pattern of consumption of future economic benefits.
The lease obligation is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Variable lease payments that do not depend on an index or rate are not included in the measurement of the lease obligation. The lease obligation is subsequently measured at amortized cost using the effective interest rate method.
j) Provisions
A provision is recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The Company has provided for all material provisions at March 31, 2026 and December 31, 2025.
k) Share-based payment transactions
The fair value is measured at grant date and recognized over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model, taking into account the terms and conditions upon which the options were granted. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest.
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Green Shift Commodities Ltd.
Notes to Condensed Consolidated Interim Financial Statements
Three Months Ended March 31, 2026
(Expressed in Canadian Dollars - Unaudited)
An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee, including directors of the Company.
In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of the goods and services received.
I) Income taxes
Income tax on the profit or loss for the periods presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.
Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.
Deferred tax is provided using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting or taxable profit; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the financial position reporting date.
A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, a deferred tax asset is not recognized.
m) Restoration, rehabilitation and environmental obligations
A legal or constructive obligation to incur restoration, rehabilitation and environmental costs may arise when environmental disturbance is caused by the exploration, development or ongoing production of a mineral property. Such costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying amount of the asset, as soon as the obligation to incur such costs arises. Discount rates using a pretax rate that reflect the time value of money are used to calculate the net present value. The related liability is adjusted for each period for the unwinding of the discount rate and for changes to the current market-based discount rate, amount or timing of the underlying cash flows needed to settle the obligation. Costs for restoration of subsequent site damage which is created on an ongoing basis during production are provided for at their net present values and charged against profits as extraction progresses.
The Company has no material restoration, rehabilitation and environmental obligations as the disturbance to date is minimal.
n) Loss per share
The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share is determined by adjusting the loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares.
Green Shift Commodities Ltd.
Notes to Condensed Consolidated Interim Financial Statements
Three Months Ended March 31, 2026
(Expressed in Canadian Dollars - Unaudited)
o) Share Capital
The Company has adopted a relative fair value method with respect to the measurement of common shares and warrants issued as private placement units. The relative fair value method allocates value to each component on a pro-rata basis, based on the fair value of the components calculated independently of one another. The Company considers the market value of the common shares issued as fair value and measures the fair value of the warrant component of the unit using the Black-Scholes option pricing model. The unit value is then allocated, pro-rata, between the two components, with fair value attributed to the warrants being recorded to the Company's warrant reserve.
Proceeds from the exercise of stock options and warrants are recorded at the cash cost of exercise and the Black-Scholes option pricing model. Share capital issued for non-monetary consideration is valued at the closing market price at the date of issuance.
Proceeds from the exercise of stock options and warrants are recorded as share capital in the amount for which the option or warrant enabled the holder to purchase a share in 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 pro-rata basis.
p) Share Issuance Costs
Costs incurred in connection with the issuance of share capital and units are netted against the proceeds received. Costs related to the issuance of share capital and incurred prior to issuance are recorded as deferred share issuance costs and subsequently netted against proceeds when they are received. Costs related to the issuance of units and incurred prior to issuance are allocated between share capital and warrants.
q) Warrants
The Company recognizes warrants at initial value using Black-Scholes option pricing model, then follow the pro-rata based on the relative values of warrants and shared issued. The proceeds from the issuance of units are allocated between share capital and warrants. Unit proceeds are allocated to shares and warrants using the Black-Scholes option pricing model and the share price at the time of financing.
The Company follows the pro-rata method with respect to the measurement of common shares and warrants issued as private placement units. The proceeds from the issuance of units are allocated between share capital and warrants. Unit proceeds are allocated to shares and warrants using the Black-Scholes option pricing model and the share price at the time of financing.
If and when the warrants are exercised, the applicable relative fair value initially recognized in warrants is transferred to share capital. Any consideration paid on the exercise of the warrants is also credited to share capital.
r) Critical accounting estimates and judgements:
Significant assumptions about the future and other sources of estimation uncertainty that management has made at the financial position reporting date, that could result in a material adjustment to the carrying amounts of assets and liabilities, relate to, but are not limited to, the following:
- the Company reviews its South American property interests for impairment based on results to date and when events and changes in circumstances indicate that the carrying value of the assets may not be recoverable. IFRS 6 - Exploration for and evaluation of mineral resources and IAS 36 – Impairment of assets requires the Company to make certain judgments in respect of such events and changes in circumstances, and in assessing
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Green Shift Commodities Ltd.
Notes to Condensed Consolidated Interim Financial Statements
Three Months Ended March 31, 2026
(Expressed in Canadian Dollars - Unaudited)
their impact on the valuations of the affected assets;
- we measure our share-based payments expense by reference to the fair value of the stock options at the date at which they are granted. Estimating fair value for granted stock options requires determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the option, volatility, dividend yield, and rate of forfeitures;
- management assessment of going concern and uncertainties of the Company's ability to raise additional capital and/or obtain financing to advance the mineral properties (Note 2);
- management applied judgment in determining the functional currency of the Company as Canadian Dollars and the functional currency of its subsidiaries, based on the facts and circumstances that existed during the year;
- management determination of no material restoration, rehabilitation and environmental exposure, based on the facts and circumstances that existed during the year; and
- the measurement of income taxes payable and deferred income tax assets and liabilities requires management to make judgments in the interpretation and application of the relevant tax laws. The actual amount of income taxes only become final upon filing and acceptance of the tax return by the relevant authorities, which occurs subsequent to the issuance of the consolidated financial statements.
s) New standards and interpretations not yet adopted
The standards and interpretation that are issued, but not effective, and is currently evaluating their impact on the Company's consolidated financial statements.
Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)
The IASB has published Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) which clarifies the guidance on whether a liability should be classified as either current or non-current. The amendments:
Clarify that the classification of liabilities as current or non-current should only be based on rights that are in place "at the end of the reporting period" and clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability making clear that settlement includes transfers to the counterparty of cash, equity instruments, other assets or services that result in extinguishment of the liability.
- Share capital
a) Authorized share capital
At March 31, 2026 and December 31, 2025, the authorized share capital consisted of an unlimited number of common shares. The common shares do not have a par value. All issued common shares are fully paid.
13
Green Shift Commodities Ltd.
Notes to Condensed Consolidated Interim Financial Statements
Three Months Ended March 31, 2026
(Expressed in Canadian Dollars - Unaudited)
5. Investments
As at March 31, 2026 - (at fair value)
| Quoted Prices in Significant Active Markets for Identical Assets (Level 1) | Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Aggregate Fair Value | |
|---|---|---|---|---|
| Publicly traded investments | $19,527,228 | - | $ - | $19,527,228 |
| Non public traded investments | - | - | 59,173 | 59,173 |
| Total investments | $19,527,228 | - | $ 59,173 | $19,586,401 |
The following table presents the changes in fair value measurements of financial instruments.
| Investments at fair value | Opening balance | Additions | Proceeds of Disposition | Investments income and realized (loss) gain | Net Unrealized gain (loss) | Ending balance |
|---|---|---|---|---|---|---|
| Level 1 | ||||||
| - March 31, 2026 | $ 98,590 | $ 20,497,009 | $ (58,475) | $ (485) | $ (1,109,411) | $ 19,527,228 |
| - December 31, 2025 | $ 815,850 | $ - | $(606,862) | $ (44,265) | $ 33,867 | $ 198,590 |
Jaguar Uranium Corp. (formerly Latam Battery Metals Inc.) Sale of Berlin Project
On February 12, 2026, the Jaguar Uranium Corp. ("JAGU") investment became publicly listed and the shares ($3,271,313 at December 31, 2025) were transferred to Level 1 assets, from Level 3 assets. In February 2026, JAGU completed its listing and the Company received cash proceeds of $1,000,000 and an additional 3,836,757 JAGU shares. The Company recorded a gain of $17,225,696 on these shares.
As a result of share movements in JAGU during the period ended March 31, 2026, the Company recognized an unrealized loss of $1,145,187 on the mark-to-market value of the JAGU shares.
On April 9, 2024, the Company completed the sale (the "Berlin Project Sale") of 100% of the issued and outstanding shares (collectively, the "Berlin Project Shares") of two wholly-owned subsidiaries of the Company, which together held, indirectly, a 100% interest in the Berlin project located in Caldas, Colombia (the "Berlin Project") to JAGU.
Pursuant to the terms of the Berlin Project Purchase Agreement, Jaguar acquired the Berlin Project Shares and assumed liability of $2,750,566. The consideration comprised of: (i) $20,000 in cash; (ii) 1,211,687 common shares in the capital of Jaguar (the "Jaguar Shares"), representing 20% of the current outstanding Jaguar Shares; and (iii) a 1% net smelter return ("NSR") royalty payable on all production from the Berlin Project (the "Berlin Royalty").
The Company was also entitled to receive additional consideration upon the satisfaction of certain milestones as follows:
c) On the earlier of (i) 90 days after the date on which the Berlin Project has been brought into good standing, and (ii) five days following completion of the public listing of the Jaguar Shares (the "Jaguar Listing"), $1,000,000 in cash;
d) Upon completion of the Jaguar Listing, either (i) assuming the Jaguar Listing is completed within 12 months following the closing of the Berlin Project Disposition, the greater of (1) such number of additional Jaguar Shares that would result in GCOM owning 20% of the number of post-listing Jaguar Shares; and (2) such number of additional Jaguar
15
Green Shift Commodities Ltd.
Notes to Condensed Consolidated Interim Financial Statements
Three Months Ended March 31, 2026
(Expressed in Canadian Dollars - Unaudited)
Shares with a value of $5,000,000, in each case at a deemed price per share equal to the listing price of the Jaguar Shares; or (ii) assuming the Jaguar Listing is not completed within 12 months following closing of the Berlin Project Disposition, the greater of (1) such number of additional Jaguar Shares that would result in GCOM owning 25% of the number of post-listing Jaguar Shares; and (2) such number of additional Jaguar Shares with a value of $6,000,000, in each case at a deemed price per share equal to the listing price of the Jaguar Shares; and
e) As soon as practicable, and in any event within 30 days, after the date that Jaguar achieves commercial production of uranium ore from the Berlin Project, $5,000,000 in cash.
Isoenergy Ltd.
During the period ended March 31, 2026, the Company sold 4,000 shares of Isoenergy Ltd. ("ISO") for net proceeds of $58,445 and recorded a realized loss of $485. As at March 31, 2026, the Company recognized an unrealized gain of $35,776 in relation to its remaining ISO shares. During the year ended December 31, 2025, the Company sold 62,850 shares of Isoenergy Ltd. ("ISO") for net proceeds of $606,862 and recorded a realized loss of $44,265.
As at March 31, 2026, the Company holds 11,900 shares of ISO (December 31, 2025 – 15,900 shares) with fair value of $175,406 (December 31, 2025 - $198,591).
Level 3
Sale of Berlin Royalty
On June 11, 2024, the Company completed the sale (the "Berlin Royalty Sale") of 100% of the issued and outstanding shares (the "Ontario Shares") of 1000871349 Ontario Inc. ("Ontario Co") to Royal Uranium Inc. ("RUI"), pursuant to the terms of a purchase and sale agreement between GCOM and RUI dated June 7, 2024. RUI is an arm's length, privately-held royalty company designed to gain exposure to rising uranium prices by making strategic royalty acquisitions to grow its portfolio.
Pursuant to the Berlin Royalty Sale, RUI acquired all of the shares of Ontario Co. in exchange for 12,000,000 common shares of RUI. The shares are currently carried at $Nil.
During the year ended December 31, 2025, RUI signed a non-binding letter of intent to exchange its royalties for shares in SRx Health Solutions, Inc., a company listed on the American Stock Exchange.
Lion Critical Elements Corp. Sale of Argentina Lithium Assets
On June 26, 2024, the Company completed the sale (the "LFP Sale") of 100% of the issued and outstanding shares (the "LFP Shares") of LFP Resources Corp. ("LFP") to Lion Critical Elements Corp. ("Lion") pursuant to the terms of a purchase and sale agreement between GCOM and Lion dated June 21, 2024. LFP was a wholly-owned subsidiary of the Company, which owns, among other things, 10,000 hectares of prospective lithium ground in Rio Negro, Chubut, and Neuquén Provinces in Argentina and a 25% of Pampa Litio (as defined herein). Lion is an arm's length, privately-held company that has a portfolio of lithium projects in Southern Zambia and uranium assets in Niger.
The Company holds 1,460,000 common shares of Lion ("Lion Shares") at a book value of $59,173 and 500,000 warrants of Lion, each exercisable to acquire one Lion Share at an exercise price of $1.37 (US$1.00) per share until June 26, 2027, at $nil book value.
Green Shift Commodities Ltd.
Notes to Condensed Consolidated Interim Financial Statements
Three Months Ended March 31, 2026
(Expressed in Canadian Dollars - Unaudited)
- Amounts receivable and other assets
| As at March 31, 2026 | As at December 31, 2025 | |
|---|---|---|
| Sales tax receivable - (Canada) | $ 19,532 | $ 30,085 |
| $ 19,532 | $ 30,085 |
- Equipment and leases
| Cost | Office Equipment and Furniture | Leasehold improvements | ROU Office Lease | Total |
|---|---|---|---|---|
| Balance at December 31, 2025 | $ 19,343 | $ 60,000 | $ 237,288 | $ 316,631 |
| Addition | - | - | - | - |
| Balance at March 31, 2026 | $ 19,343 | $ 60,000 | $ 237,288 | $ 316,631 |
| Accumulated depreciation | Office Equipment and Furniture | Leasehold Improvements | ROU Office Lease | Total |
| --- | --- | --- | --- | --- |
| Balance at December 31, 2025 | $ (19,343) | $(27,671) | $ (142,373) | $ (189,387) |
| Depreciation expense | - | (3,672) | (11,864) | (15,536) |
| Balance at March 31, 2026 | $ (19,343) | $(31,433) | $ (154,237) | $ (204,923) |
| Net book value | Office Equipment and Furniture | Leasehold Improvements | ROU Office Lease | Total |
| --- | --- | --- | --- | --- |
| Balance at March 31, 2026 | $ - | $ 28,657 | $ 83,051 | $ 111,708 |
| Balance at December 31, 2025 | $ - | $ 32,329 | $ 94,915 | $ 127,244 |
- Stock options
The Company's stock option plan (the "Plan") was approved by the shareholders of the Company on June 30, 2009 and subsequent amendments approved on June 26, 2024, June 30, 2022, June 27, 2012, July 29, 2015 and August 7, 2020, for the purpose of attracting, retaining and motivating directors, officers, employees and other service providers by providing them with an opportunity, through share options, to acquire a proprietary interest in the Company and benefit from its growth. The number of stock options which may be granted under the plan is limited to not more than 10% of the issued common shares of the Company, calculated on a non-diluted basis immediately prior to the stock option grant.
The exercise price of options granted under the Plan is set at the "market price" of the common shares, which is calculated as the volume weighted average Canadian dollar trading price of the common shares for the five trading days prior to the date of grant. Options vest at the discretion of the board of directors of the Company, and in the case of directors, officers, and employees, is generally contingent upon continued service to the Company during the vesting period. The Plan provides that all options outstanding will vest fully in the event of a take-over bid. As well, where there is a change of control, outstanding options granted to directors, officers and employees will immediately vest in full.
16
Green Shift Commodities Ltd.
Notes to Condensed Consolidated Interim Financial Statements
Three Months Ended March 31, 2026
(Expressed in Canadian Dollars - Unaudited)
All options expire on a date not later than five years after the issuance of such option, subject to extensions granted in connection with black-out periods.
The Company records a charge to the statement of loss and comprehensive loss account using the Black-Scholes fair valuation option pricing model. The valuation is dependent on a number of estimates, including the risk free interest rate, the level of stock volatility, together with an estimate of the level of forfeiture. The level of stock volatility is calculated with reference to the historic traded daily closing share price at the date of issue.
Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable measure of the fair value of the Company's share purchase options.
The following table reflects the continuity of stock options for the period ended March 31, 2026 and the year ended December 31, 2025:
| Number of stock options | Weighted average exercise price ($) | |
|---|---|---|
| Balance, December 31, 2024 | 12,815,000 | 0.11 |
| Expired (ii) | (2,165,000) | 0.14 |
| Balance, December 31, 2025 | 10,650,000 | 0.11 |
| Granted (i) | 3,000,000 | 0.05 |
| Balance, March 31, 2026 | 13,650,000 | 0.10 |
(i) On January 12, 2026, the Company granted 3,000,000 stock options to directors, officers and consultants of the Company pursuant to the Company's stock option plan. The stock options were issued at an exercise price of $0.05, vesting immediately. For the purposes of the 3,000,000 options, the fair value of each option was estimated on the date of grant using the Black Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 286% using the historical price history of the Company; risk free interest rate of 3.2%; and an expected average life of five years. The estimated value of $73,231 was recorded to share-based payments in the period ended March 31, 2026.
(ii) On August 21, 2025, 215,000 stock options expired unexercised. On December 30, 2025, 1,950,000 stock options expired unexercised.
During the period ended March 31, 2026, the Company recorded share-based payments of $73,231 (period ended March 31, 2025 - $18,643) related to stock options granted and vested.
Stock option price volatility was based on historical price volatility of the common shares, which is assumed to be an appropriate and approximate proxy for future volatility of a stock option instrument granted for the underlying common shares.
The following table reflects the actual stock options issued and outstanding as of March 31, 2026:
17
Green Shift Commodities Ltd.
Notes to Condensed Consolidated Interim Financial Statements
Three Months Ended March 31, 2026
(Expressed in Canadian Dollars - Unaudited)
| Expiry date | Exercise price ($) | Weighted average remaining contractual life (years) | Number of options outstanding | Number of options vested (exercisable) | Number of options unvested |
|---|---|---|---|---|---|
| June 30, 2027 | 0.16 | 1.25 | 1,875,000 | 1,875,000 | - |
| August 5, 2027 | 0.15 | 1.34 | 175,000 | 175,000 | - |
| August 17, 2027 | 0.21 | 1.38 | 600,000 | 600,000 | - |
| November 19, 2027 | 0.05 | 1.63 | 3,250,000 | 3,250,000 | - |
| March 17, 2028 | 0.22 | 1.96 | 500,000 | 500,000 | - |
| January 9, 2029 | 0.10 | 2.77 | 4,250,000 | 4,250,000 | - |
| January 12, 2031 | 0.05 | 4.75 | 3,000,000 | 3,000,000 | - |
| 13,650,000 | 13,650,000 | - |
- Income (loss) per common share
The calculation of basic and diluted loss per common share for the period ended March 31, 2026 was based on the income after tax attributable to common shareholders of $16,883,552 (period ended March 31, 2025 – loss after tax of $95,244) and the basic weighted average number of common shares outstanding of 137,726,218 (period ended March 31, 2025 – 95,788,818). Diluted gain (loss) per share was not adjusted to reflect the 13,650,000 (period ended March 31, 2025 - 12,815,000) share purchase options and 42,504,400 (period ended March 31, 2025 - 66,384,370) warrants because none of the options or warrants were in-the-money in 2026, and they would be anti-dilutive in 2025.
- Exploration and evaluation expenditures
The Company enters into exploration agreements or permits with other companies or foreign governments pursuant to which it may explore, or earn interests in mineral properties by issuing common shares and/or making option or rental payments and/or incurring expenditures in varying amounts by varying dates. Failure by the Company to meet such requirements can result in a reduction or loss of the Company's ownership interests or entitlements under the agreements or permits.
The following is a detailed list of expenditures incurred on the Company's mineral properties:
| Three months ended March 31, | 2026 | 2025 |
|---|---|---|
| Argentina, South America (a) | ||
| Exploration activities | $ 8,217 | $ 44,206 |
| 8,217 | 44,206 | |
| Armstrong, Ontario (b) | ||
| Exploration activities | - | - |
| - | - | |
| $ 8,217 | $ 44,206 |
Argentina, South America
(a) Total cumulative exploration activities incurred in Argentina, South America to March 31, 2026, were $16,771,206. Most of this spending related to the Laguna Salada Property, which was sold in 2022. Spending during the three months period ended March 31, 2026 was $8,217, related to legacy uranium properties which the Company intends to sell in the near future.
Armstrong, Ontario
(b) Total cumulative exploration activities incurred to the March 31, 2026 period end amounted to $90,822. Spending during period ended March 31, 2026 amounted to $Nil.
Green Shift Commodities Ltd.
Notes to Condensed Consolidated Interim Financial Statements
Three Months Ended March 31, 2026
(Expressed in Canadian Dollars - Unaudited)
- General and administrative
| Three months ended March 31, | 2026 | 2025 |
|---|---|---|
| Salaries and benefits | $ - | $ - |
| Administrative and general | 22,510 | 11,521 |
| Share-based expenses | 73,231 | 18,643 |
| Professional fees | 89,850 | 90,481 |
| Business development | - | 630 |
| Reporting issuer costs | 20,401 | 8,249 |
| ROU depreciation expenses | 11,864 | 11,864 |
| Finance cost | 3,672 | 3,686 |
| Depreciation expense | 2,503 | 3,968 |
| $ 224,031 | $ 149,042 |
- Equity accounted investment
As at March 31, 2026, the Company had a 38.9% equity interest in SAS (as defined in note 3(c)(ii)), which is a private company (December 31, 2025 – 38.9%). Since inception, SAS has incurred losses and the Company is not required to fund any losses incurred by SAS beyond its initial equity investment and the investment in SAS has a carrying value of $nil (December 31, 2025 - $nil).
- Warrants
| Number of warrants | Weighted average exercise price ($) | |
|---|---|---|
| Balance, December 31, 2024 | 66,384,370 | 0.13 |
| Expired | (23,879,970) | 0.15 |
| Balance, December 31, 2025 and March 31, 2026 | 42,504,400 | 0.075 |
| Expiry date | Exercise price ($) | Warrants outstanding |
| --- | --- | --- |
| June 7, 2027 | 0.075 | 23,350,000 |
| June 21, 2027 | 0.075 | 18,587,400 |
| June 21, 2027 | 0.075 | 567,000 |
| 42,504,400 |
In 2025, a balance of $1,979,902 was transferred from warrants to common shares, being the attributed value of expired warrants.
- Related party balances and transactions
Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.
Related parties include the Board of Directors, close family members and enterprises which are controlled by these individuals as well as certain persons performing similar functions.
a) The Company entered into the following transactions with related parties:
Green Shift Commodities Ltd.
Notes to Condensed Consolidated Interim Financial Statements
Three Months Ended March 31, 2026
(Expressed in Canadian Dollars - Unaudited)
| Three months ended March 31, | 2026 | 2025 |
|---|---|---|
| John C. Ross Consulting Inc. (i) | $ 22,500 | $ 22,500 |
| Lincoln Hold Co. Inc. (ii) | $ 45,000 | $ 45,000 |
| Director fees and consulting (iii) | $ - | $ - |
(i) Chief Financial Officer ("CFO") fees are expensed to a company controlled by the current CFO of the Company. At March 31, 2026, $Nil is included in amounts payable and other liabilities (March 31, 2025 -$nil).
(ii) Chief Executive Officer ("CEO") fees are expensed to a company controlled by the current CEO of the Company. At March 31, 2026, $Nil is included in amounts payable and other liabilities (March 31, 2025 -$nil).
(iii) During the three months ended March 31, 2026, the Company did not incur director fees (three months ended March 31, 2025 - $Nil). The Board of Directors do not have employment or service contracts with the Company. The Board of Directors do not have employment or service contracts with the Company. At March 31, 2026, $nil is included in amounts payable and other liabilities (December 31, 2025 - $nil).
b) The Company defines its key management personnel as its Board of Directors, Chief Executive Officer ("CEO"), and CFO. Remuneration of Directors and key management personnel of the Company, excluding that reported above, was as follows:
| Three months ended March 31, | 2026 | 2025 |
|---|---|---|
| Share based payments | $ 67,129 | $ 11,844 |
15. Lease liability
| As at March 31, 2026 | As at December 31, 2025 | |
|---|---|---|
| Lease liability, beginning of the year | $ 109,257 | $ 156,247 |
| Addition | - | - |
| Finance cost | 2,503 | 13,010 |
| Lease payment | (15,000) | (60,000) |
| Lease liability, end of the ear | $ 96,760 | $ 109,257 |
| March 31, 2026 | December 31, 2025 | |
| --- | --- | --- |
| Current portion of lease liability | $ 41,490 | $ 42,536 |
| Non-current portion of lease liability | 55,270 | 66,721 |
| Total | $ 96,760 | $ 109,257 |
The Company recognized lease liability of $237,288 for the lease of a building using an incremental borrowing rate of 10%.
The undiscounted lease payments remaining as at March 31, 2026, are as follows:
Green Shift Commodities Ltd.
Notes to Condensed Consolidated Interim Financial Statements
Three Months Ended March 31, 2026
(Expressed in Canadian Dollars - Unaudited)
Less than one year
$ 60,000
One to five years
60,000
16. Segmented information
The Company primarily operates in one reportable operating segment, being the exploration and evaluation of properties for minerals in South America and Ontario, Canada. The Company has administrative offices in Toronto, Canada. Geographical information is as follows:
March 31, 2026
| Canada | Colombia | Argentina | Total | |
|---|---|---|---|---|
| Current assets | $ 20,362,309 | $ - | $ - | $ 20,362,309 |
| Non-current assets | 370,708 | - | - | 370,708 |
| $ 20,733,017 | $ - | $ - | $ 20,733,017 | |
| December 31, 2025 | ||||
| Canada | Colombia | Argentina | Total | |
| Current assets | $ 3,577,337 | $ - | $ - | $ 3,577,337 |
| Non-current assets | 386,244 | - | - | 386,244 |
| $ 3,963,581 | $ - | $ - | $ 3,963,581 |
17. Property interests
| Acquisition Costs | |
|---|---|
| Balance, March 31, 2026 | $ 259,000 |
| Balance, December 31, 2025 | $ 259,000 |
Armstrong Project ("ALP") acquisition
In September 2023, the Company completed the acquisition agreement of interest in the Armstrong Project ("ALP"), which consist of 90 claims totaling 1,800 ha.
Pursuant to the acquisition agreement, the Company acquired an existing option to purchase a 100% interest of ALP for consideration comprised of (i) $15,000 in cash, (ii) 1.5M common shares (the "Common Shares") of the Company at a deemed price of $0.095 per Common Shares; and (iii) $60,000 in cash, payable within five business days after the date upon which the Company has first completed one or more equity offerings for gross proceeds of a minimum of $5M in the aggregate. In addition, in the event that the Company has exercised the Option and publicly files a technical report in compliance with National Instrument 43-101 - Standards for Mineral Disclosure containing a current mineral resource, then the Company will pay a bonus payment of $300,000.
In order to exercise the Option, the Company has agreed to assume the remaining obligations under the original option
21
22
Green Shift Commodities Ltd.
Notes to Condensed Consolidated Interim Financial Statements
Three Months Ended March 31, 2026
(Expressed in Canadian Dollars - Unaudited)
agreement, including:
(i) the issuance of 100,000 Common Shares immediately upon closing of the transaction;
(ii) payment of $15,000 in cash on of before November 21, 2023;
(ii) payment of $20,000 in cash payable on of before November 21, 2024; and
(iv) the grant of a 1.0% net smelter of $200,000.
In addition, in respect of the first financing that the Company completes following the exercise of the Option, the Company has agreed to grant the optionor the right to participate in such financing and subscribe for a maximum of 100,000 Common Shares upon the same terms as the financing.
As at December 31, 2023, the Company closed the ALP acquisition, paid $15,000 in cash and issued 1,600,000 Common Shares of the Company for $224,000. In November 31, 2024, the Company paid $20,000 in cash. The total acquisition cost is $259,000.
In March 2024, the Company received a matching exploration grant through the Ontario Junior Exploration Program of $74,222. The Company applied this grant to 2024 exploration at ALP.