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Gungnir Resources Inc. — Audit Report / Information 2025
Apr 25, 2026
44546_rns_2026-04-24_5c43bd20-7f9a-4936-ba21-e7b73865d6d4.pdf
Audit Report / Information
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GUNGNIR
Annual Financial Statements
December 31, 2025 and 2024
(expressed in Canadian dollars)
DeVISSERGRAY LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
401-905 West Pender St
Vancouver BC V6C 1L6
www.devissergray.com
t 604.687.5447
f 604.687.6737
INDEPENDENT AUDITOR'S REPORT
To the Shareholders of Gungnir Resources Inc.
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Gungnir Resources Inc. (the "Company"), which comprise the statements of financial position as at December 31, 2025 and 2024 and the statements of comprehensive loss, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policy information.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025 and 2024 and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards ("IFRS").
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company has no source of operating revenue and expects to incur further losses in the development of its operations and is therefore dependent upon the future receipt of financing to maintain its operations. 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 financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there is the following key audit matter to communicate in our auditor's report.
| Key audit matter: | How our audit addressed the key audit matter: |
|---|---|
| Assessment of impairment indicators of Exploration and evaluation assets | Our approach to addressing the matter included the following procedures, among others: |
| Refer to note 2(c) – Significant accounting judgments and estimates; note 2(g) – Material accounting policy information: Exploration and evaluation properties; and note 6 – Exploration and evaluation properties. | Evaluated the reasonableness of management’s assessment of impairment indicators, which included the following: |
| • Assessed the Company’s market capitalization in comparison to the Company’s net assets, which may be an indication of impairment. |
Management assesses at each reporting period whether there is an indication that the carrying value of exploration and evaluation assets may not be recoverable. Management applies significant judgement in assessing whether indicators of impairment exist that necessitate impairment testing. Internal and external factors, such as (i) a significant decline in the market value of the Company's share price; (ii) changes in the Company's assessment of whether commercially viable quantities of mineral resources exist within the property; and (iii) changes in metal prices, capital and operating costs, are evaluated by management in determining whether there are any indicators of impairment.
We considered this a key audit matter due to (i) the significance of the exploration and evaluation asset balance and (ii) the significant audit effort and subjectivity in applying audit procedures to assess the factors evaluated by management in its assessment of impairment indicators, which require significant judgement.
- Assessed the completeness of the factors that could be considered indicators of impairment, including consideration of evidence obtained in other areas of the audit.
- Confirmed that the Company's right to explore its property interests had not expired.
- Obtained management's written representation in respect to the Company's intention of continue advancing its exploration and evaluation assets.
- Assessed the reasonability of the Company's overall financial statement disclosure in respect to its exploration and evaluation assets.
Other Information
Management is responsible for the other information. The other information comprises the information included in "Management's Discussion and Analysis" but does not include the financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information, and in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the 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 Financial Statements
Our objectives are to obtain reasonable assurance about whether the 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 financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the 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 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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 William Nichols.
De Visser Gray LLP
Chartered Professional Accountants
Vancouver, BC, Canada
April 24, 2026
Gungnir Resources Inc.
Statements of Financial Position
(expressed in Canadian dollars)
| As at | Note | December 31, 2025 | December 31, 2024 |
|---|---|---|---|
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | 3 | $ 158,291 | $ 657,737 |
| Accounts receivable and prepaids | 4 | 3,518 | 8,542 |
| 161,809 | 666,279 | ||
| Non-current assets | |||
| Term deposits | 3 | 29,221 | 29,484 |
| Reclamation bonds | 5 | 27,865 | 25,904 |
| Exploration and evaluation properties | 6 | 3,293,442 | 3,823,664 |
| Total assets | 3,512,337 | 4,545,331 | |
| Liabilities and equity | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | 25,515 | 26,677 | |
| Total liabilities | 25,515 | 26,677 | |
| Equity | |||
| Share capital | 7 | 33,375,967 | 33,375,967 |
| Stock-based payment reserve | 7 | 734,543 | 869,158 |
| Warrants | 7 | - | 338,879 |
| Contributed surplus | 7 | 8,449,817 | 7,976,323 |
| Deficit | (39,073,505) | (38,041,673) | |
| Total equity | 3,486,822 | 4,518,654 | |
| Total liabilities and equity | $ 3,512,337 | $ 4,545,331 |
Nature and continuance of operations (Note 1)
The financial statements were approved by the board of directors on April 24, 2026.
See accompanying notes to the financial statements
Gungnir Resources Inc.
Statements of Comprehensive Loss
(expressed in Canadian dollars)
| For the Years Ended December 31, | Note | 2025 | 2024 |
|---|---|---|---|
| Operating expenses | |||
| General and administration | 10 | $ 62,729 | $ 69,265 |
| Compensation | 10 | 379,182 | 564,115 |
| Professional fees | 10 | 28,177 | 37,247 |
| (470,088) | (670,627) | ||
| Other items | |||
| Other income | 6 | - | 123,373 |
| Interest income | 4,897 | 29,826 | |
| Foreign exchange | 931 | (481) | |
| Impairment of exploration and evaluation assets | 6 | (567,572) | (47,223) |
| Net and comprehensive loss | $ (1,031,832) | $ (565,132) | |
| Weighted average number of shares outstanding | 119,629,786 | 119,629,786 | |
| Basic and diluted loss per share | $ (0.01) | $ (0.00) |
See accompanying notes to the financial statements
Gungnir Resources Inc.
Statements of Cash Flows
(expressed in Canadian dollars)
| For the Years Ended December 31, | 2025 | 2024 |
|---|---|---|
| Operating activities | ||
| Net loss for the year | $ (1,031,832) | $ (565,132) |
| Adjustments for: | ||
| Accrued interest | (521) | 68 |
| Interest received | 835 | - |
| Stock-based compensation | - | 51,325 |
| Foreign exchange | (2,012) | (372) |
| Impairment of exploration and evaluation assets | 567,572 | 47,223 |
| (465,958) | (466,888) | |
| Net change in non-cash working capital: | ||
| GST/VAT and other accounts receivable | 2,391 | 4,811 |
| Prepaids | 2,633 | (84) |
| Accounts payable and other accrued liabilities | (1,162) | (9,106) |
| Net cash used in operating activities | (462,096) | (471,267) |
| Investing activities | ||
| Exploration and evaluation expenditures | (37,350) | (180,653) |
| Net cash used in investing activities | (37,350) | (180,653) |
| Decrease in cash | (499,446) | (651,920) |
| Cash and cash equivalents, beginning of year | 657,737 | 1,309,657 |
| Cash and cash equivalents, end of year | $ 158,291 | $ 657,737 |
See accompanying notes to the financial statements
Gungnir Resources Inc.
Statements of Changes in Equity
(expressed in Canadian dollars)
| Shares (Note 7) | Share Capital | Stock-based compensation | Warrants | Contributed surplus | Deficit | Total equity | |
|---|---|---|---|---|---|---|---|
| January 1, 2024 | 119,629,786 | $ 33,375,967 | $ 1,109,417 | $ 1,211,948 | $ 6,811,670 | $ (37,476,541) | $ 5,032,461 |
| Re-allocated on expiry of options and warrants | - | - | (291,584) | (873,069) | 1,164,653 | - | - |
| Stock-based compensation | - | - | 51,325 | - | - | - | 51,325 |
| Net loss | - | - | - | - | - | (565,132) | (565,132) |
| December 31, 2024 | 119,629,786 | $ 33,375,967 | $ 869,158 | $ 338,879 | $ 7,976,323 | $ (38,041,673) | $ 4,518,654 |
| Re-allocated on expiry of options and warrants | - | - | (134,615) | (338,879) | 473,494 | - | - |
| Net loss | - | - | - | - | - | (1,031,832) | (1,031,832) |
| December 31, 2025 | 119,629,786 | $ 33,375,967 | $ 734,543 | $ - | $ 8,449,817 | $ (39,073,505) | $ 3,486,822 |
See accompanying notes to the financial statements
Gungnir Resources Inc.
Notes to the Financial Statements
For the years ended December 31, 2025 and 2024
(expressed in Canadian dollars)
1. NATURE AND CONTINUANCE OF OPERATIONS
The Company is incorporated in British Columbia, Canada and is involved in the acquisition and exploration of mineral property interests. At the date of these financial statements, the Company has not been able to identify a known body of commercial grade ore on any of its properties and the ability of the Company to recover the costs it has incurred to date on these properties is dependent upon the Company being able to identify a commercial ore body, to finance its exploration and development costs and to resolve any environmental, regulatory, or other constraints which may hinder the successful development of the property. The Company is in the development stage with no major source of operating revenue and is dependent upon equity financing to maintain its current operations. These financial statements have been prepared on the basis of the Company being a going concern and able to realize its assets and discharge its liabilities in the normal course of business.
The Company will eventually need to seek additional financing to meet its ultimate exploration and development objectives. The Company has a reasonable expectation that additional funds will be available when necessary to meet ongoing exploration and development costs. However, there can be no assurance that the Company will continue to be able to obtain additional financial resources or will achieve profitability or positive cash flows. If the Company is unable to obtain adequate additional financing, the Company will be required to re-evaluate its planned expenditures until additional funds can be raised through financing activities.
The primary office of the Company is located at 1688 – 152nd Street, Suite 404, Surrey, BC, V4A 4N2.
2. MATERIAL ACCOUNTING POLICY INFORMATION
(a) Statement of Compliance
These financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").
(b) Basis of presentation
These financial statements have been prepared on a going concern basis, under the historical cost basis except for financial instruments designated at fair value through profit and loss, which are stated at their fair value. These financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
(c) Significant accounting judgments and estimates
The preparation of these financial statements require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the financial statement date and the reported amounts of revenues and expenses during the period. On an ongoing basis, management evaluates its judgments and estimates by using its experience and other factors it believes to be reasonable. Actual results could differ from those estimates.
These financial statements include estimates which are uncertain, the impacts of which are pervasive and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in future periods if it affects both current and future periods.
Gungnir Resources Inc.
Notes to the Financial Statements
For the years ended December 31, 2025 and 2024
(expressed in Canadian dollars)
2. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
(c) Significant accounting judgments and estimates (continued)
Significant estimates and judgments include, but are not limited to, valuation of exploration and evaluation properties, inputs used in the valuation of the Company's warrants and stock options and income taxes.
- Impairment of exploration and evaluation properties: Management applies judgment in determining whether there are indicators of impairment in connection with properties on which costs have been deferred, as described in note 2(g).
- Valuation of warrants and stock options: Management makes certain estimates when determining the fair value of warrants and stock options awards, and the number of warrants and stock options that are expected to vest. For warrants issued, these estimates affect their amounts recognized either within assets or equity. For stock option awards, these estimates affect the amounts recognized in the statement of comprehensive income.
- Income taxes: Income taxes payable and deferred income tax assets and liabilities require management to make judgments in the interpretation and application of the relevant tax laws. The actual amount of income taxes becomes certain only when filed and accepted by the relevant authorities.
(d) Functional currency and foreign currency transactions
The functional and presentation currency of the Company is the Canadian dollar. Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing on dates of transactions. At each financial position reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at the date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.
(e) Financial instruments and financial risk
The Company recognizes financial assets and liabilities on the statement of financial position when it becomes party to the contractual provisions of the instrument.
i. Financial assets
Cash and cash equivalents are classified as subsequently measured at amortized cost.
Financial assets at fair value through gain or loss are measured at fair value.
Amounts receivable, exclusive of GST, are non-interest bearing and are recognized at the face amount, except when fair value is materially different, and are subsequently measured at amortized cost. Amounts receivable recorded are net of lifetime expected credit losses. The Company applies the simplified approach to determining expected credit losses, which requires expected credit losses to be recognized upon initial recognition of the receivables.
Reclamation bonds are classified as subsequently measured at amortized cost.
Gungnir Resources Inc.
Notes to the Financial Statements
For the years ended December 31, 2025 and 2024
(expressed in Canadian dollars)
2. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
(e) Financial instruments and financial risk (continued)
ii. Financial liabilities
Accounts payable and accrued liabilities are classified as subsequently measured at amortized cost.
Financial liabilities are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition these financial instruments liabilities are measured at amortized cost using the effective interest method.
(f) Impairment of financial assets and non-financial assets
i. Financial assets
A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have a negative effect on the estimated future cash flows of that asset.
An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated cash flows, discounted at the original effective interest rate. Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are collectively assessed in groups that share similar credit risk characteristics.
An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized. For financial assets measured at amortized cost, this reversal is recognized in profit or loss.
ii. Non-financial assets
Non-financial assets are evaluated at least annually by management for indicators that the carrying value is impaired and may not be recoverable. When indicators of impairment are present the recoverable amount of an asset is estimated to determine the extent of the impairment loss. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount. Impairment losses are recognized in the statement of comprehensive loss. The recoverable amount of the asset is the greater of its fair value less cost to sell and value in use.
(g) Exploration and evaluation properties
Acquisition costs of resource properties together with direct exploration expenditures thereon are deferred until the property to which they relate is placed into production, sold, abandoned, or become impaired.
Option or other payments received in respect of property interests are applied to reduce the carrying value of the properties. The carrying values of mineral properties are, where necessary, written down to the estimated fair value based on discounted estimated future net cash flows. Exploration and evaluation assets will be depreciated on a unit of production basis when the property is placed into production.
Gungnir Resources Inc.
Notes to the Financial Statements
For the years ended December 31, 2025 and 2024
(expressed in Canadian dollars)
2. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
(g) Exploration and evaluation properties (continued)
The Company reviews the carrying values of its resource properties whenever events or circumstances indicate that there may be a potential impairment. Where estimates of future cash flows are not available and where exploration results or other information suggest impairment has occurred, management assesses whether the carrying value can be recovered, and if not, an appropriate write-down is recorded.
Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Company's title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects in title registration.
Once mineral reserves are determined and the decision to proceed into project development has been approved, the expenditures related to development will be amortized over the life of the project based on estimated economic reserves.
Exploration costs renounced to shareholders due to flow-through share subscription agreements remain capitalized; however, for income tax purposes the Company has no right to claim these costs as tax deductible expenses.
(h) Reclamation bonds
Cash which is subject to contractual restrictions on use imposed by government agencies as a condition of granting permits in connection with exploration and evaluation assets is classified separately as reclamation bonds.
(i) Cash and cash equivalents
Cash and cash equivalents consist of balances with banks and investments in financial instruments that are readily convertible into known amounts of cash and have original maturities within 365 days held for the purpose of meeting short-term cash commitments rather than for investing or other purposes. At December 31, 2025, the Company had cash and cash equivalents of $158,291 (2024 - $657,737).
(j) Flow-through shares
The Company from time-to-time issues flow-through common shares to finance a significant portion of its exploration programs. Pursuant to the terms of the applicable flow-through share subscription agreements, the tax deductibility of qualifying resource expenditures funded from the proceeds of the sales of such shares is transferred to the investors who purchased the flow-through shares. Under IFRS, on issuance of such shares, the Company bifurcates the flow-through share into: (i) a flow-through share premium, equal to the
Gungnir Resources Inc.
Notes to the Financial Statements
For the years ended December 31, 2025 and 2024
(expressed in Canadian dollars)
2. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
(j) Flow-through shares (continued)
estimated premium, if any, investors pay for the flow-through feature, which is recognized as a liability, and (ii) share capital. Upon expenses being incurred the Company derecognizes a deferred tax liability for the amount of tax reduction renounced to the shareholders. The premium is recognized as other income and a deferred tax liability is recognized. To the extent that the Company has suitable unrecognized deductible temporary differences, an offsetting recovery of deferred income taxes would be recorded.
Proceeds received from the issuance of flow-through shares are restricted to be used only for Canadian resource property exploration expenditures within a two-year period.
The Company may also be subject to a Part XII.6 tax on flow-through proceeds renounced under the "Lookback" Rule, in accordance with flow-through regulations pursuant to the Income Tax Act (Canada). When applicable, this tax is accrued until paid.
(k) Share capital
Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects. Common shares issued for consideration other than cash, are valued based on their market value at the date the shares are issued. Proceeds from unit placements are allocated between shares and warrants issued according to their relative fair value.
(l) Share-based payment transactions
The Company has a stock option plan that allows certain officers, directors, consultants, and related company employees to acquire shares of the Company. The fair value of the options granted is recognized as an expense with a corresponding increase in equity.
Share-based payments to employees and others providing similar services are measured at grant date at the fair value of the instruments issued. Fair value is determined using the Black-Scholes option pricing model considering the terms and conditions upon which the options were granted. The amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest. Each tranche is an award with graded vesting and is considered a separate grant with a different vesting date and fair value. Each grant is accounted for on that basis.
Share-based payments to non-employees are measured at the fair value of the goods or services received, unless that fair value cannot be estimated reliably, in which case the fair value of the equity instruments issued is used. The value of the goods or services is recorded at the earlier of the vesting date, or the date the goods or services are received.
The offset to the recorded cost is to share-based payment reserve. Consideration received on the exercise of stock options is recorded as share capital and the related share-based payments originally recorded as contributed surplus are transferred to share capital. Upon cancellations or expiry of an option, the recorded value is transferred to contributed surplus.
Gungnir Resources Inc.
Notes to the Financial Statements
For the years ended December 31, 2025 and 2024
(expressed in Canadian dollars)
2. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
(m) Asset retirement obligations
The fair value of a liability for an asset retirement obligation is recognized on a discounted cash flow basis when a reasonable estimate of the fair value of the obligation can be made. The asset retirement obligation is recorded as a liability with a corresponding increase to the carrying amount of the related long-lived asset.
Subsequently, the asset retirement cost is allocated to expense using a systematic and rational method and is adjusted to reflect period-to-period changes in the liability resulting from the passage of time and from revisions to either expected payment dates or the amounts comprising the original estimate of the obligation. As at December 31, 2025, the Company does not have any asset retirement obligations.
(n) 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 balance sheet 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 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 balance sheet 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 utilized. To the extent that the Company does not consider it probable that a future tax asset will be recovered, it provides a valuation allowance against the excess.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to the offset of current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
(o) Loss per share
Loss per share is calculated based on the weighted average number of common shares issued and outstanding during the year. The effect of potential issuances of shares under options and warrants would be anti-dilutive, and therefore, basic and diluted loss per share are the same.
(p) Related party transactions
Parties are considered to be 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.
Related party may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Gungnir Resources Inc.
Notes to the Financial Statements
For the years ended December 31, 2025 and 2024
(expressed in Canadian dollars)
2. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
(q) Overview of Changes in IFRS
IFRS 18 Presentation and Disclosure in Financial Statements (“IFRS 18”)
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements. This standard intends to improve the consistency and clarity of financial statement presentation and disclosures by providing updated guidance on the structure and content of financial statements. Key changes include enhanced requirements for the presentation of financial performance, financial position, and cash flows, as well as additional disclosures to improve transparency and comparability. In addition, IFRS 18 requires entities to classify income and expenses into five categories, three of which are new – i.e. operating, investing and financing – and the income tax and discontinued operation categories. The new standard sets out detailed requirements for classifying income and expenses into each category. These amendments are effective for annual periods beginning on or after January 1, 2027.
The Company is currently assessing the impact that the adoption of IFRS 18 will have on its financial statements.
3. CASH AND CASH EQUIVALENTS
Cash, cash equivalents and term deposits consist of the following:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Cash bank accounts | $ 158,291 | $ 657,737 |
| Term deposits | 29,221 | 29,484 |
| $ 187,512 | $ 687,221 |
The Company estimates that the fair value of cash, cash equivalents and term deposits approximate the carrying values as of December 31, 2025 and 2024. Money market instruments held by the Company are convertible to cash on an "on demand" basis. Term deposits include $28,750 (2024 - $28,750) plus accrued interest that the Company deposited with the Bank of Montreal in Guaranteed Investments Certificates with respect to collateralizing its MasterCard Credit card account.
Gungnir Resources Inc.
Notes to the Financial Statements
For the years ended December 31, 2025 and 2024
(expressed in Canadian dollars)
- ACCOUNTS RECEIVABLE AND PREPAIDS
Receivables and prepayments consist of the following:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| GST receivable and deposit receivable | $ 3,518 | $ 4,045 |
| VAT receivable | - | 1,863 |
| Prepaids | - | 2,634 |
| $ 3,518 | $ 8,542 |
- RECLAMATION BONDS
The Company has reclamation bonds outstanding with a principal amount of $26,359 (2024 - $25,496) to satisfy certain performance obligations associated with the exploration of the Blu Starr properties and Gungnir properties. These investments are recorded at market value and earn interest at market rates.
Gungnir Resources Inc.
Notes to the Financial Statements
For the years ended December 31, 2025 and 2024
(expressed in Canadian dollars)
- EXPLORATION AND EVALUATION PROPERTIES
| Exploration and Evaluation Properties | December 31, 2024 | Exploration and evaluation | Impairment | December 31, 2025 |
|---|---|---|---|---|
| Knaften Property | 2,268,424 | 10,325 | (567,572) | 1,711,177 |
| Lappvattnet Property | 1,361,391 | 652 | - | 1,362,043 |
| Hemberget Property | 193,849 | 26,373 | - | 220,222 |
| 3,823,664 | 37,350 | (567,572) | 3,293,442 | |
| Exploration and Evaluation Properties | December 31, 2023 | Exploration and evaluation | Impairment | December 31, 2024 |
| --- | --- | --- | --- | --- |
| Knaften Property | 2,181,528 | 86,896 | - | 2,268,424 |
| Rormyrberget Property | 47,223 | - | (47,223) | - |
| Lappvattnet Property | 1,340,552 | 20,839 | - | 1,361,391 |
| Hemberget Property | 134,647 | 59,202 | - | 193,849 |
| 3,703,950 | 166,937 | (47,223) | 3,823,664 |
Gungnir Resources Inc.
Notes to the Financial Statements
For the years ended December 31, 2025 and 2024
(expressed in Canadian dollars)
- EXPLORATION AND EVALUATION PROPERTIES (CONTINUED)
(a) Knaften-Nordanas, Sweden
On June 16, 2014, the Company through a Share Exchange Agreement, acquired a private company, Gungnir Resources Inc. ("Gungnir"), registered in Ontario, and 100% of its Nordanas and Knaften (Knaften nr 100 and 200) properties located in northern Sweden. The claims are subject to a 2.4% NSR, of which one-third is owned by a related party. During 2016, the Nordanas claim was allowed to expire resulting in an impairment of $148,820 in capitalized costs associated with the Nordanas property. From 2016 to 2021, the Company expanded its Knaften project by adding the Knaften nr 300, 400, 500, 600 and 700 licenses. The licenses comprising of the Knaften property are valid from 2021 to 2027. Knaften nr 400 and Knaften nr 500 claims were deemed impaired in 2023. During 2025, the Knaften nr 100 claim was allowed to expire and the Knaften nr 200 claim was deemed impaired resulting in an impairment of $567,572 in capitalized costs associated with both these claims. Additionally, the Company staked two new claims, Knaften nr 800 and Knaften nr 900.
In March 2022, the Company entered into a royalty option agreement with Altius Royalty Corporation ('Altius') pursuant to which the Company has granted Altius the right, in exchange for $250,000 in cash, to: (i) a royalty agreement with respect to licences at the Company's Lappvattnet and Rormyrberget projects (the "Lappvattnet and Rormyrberget Option"), and (ii) a royalty agreement with respect to licences at the Company's Knaften project (the "Knaften Option"). Altius may exercise its Lappvattnet and Rormyrberget Option by paying the Company, at any time while it maintains its interest in these properties, $8 million, at which point the Company and Altius will enter into a royalty agreement for a 2.0% gross sales royalty in perpetuity. Altius may exercise its Knaften Option by paying the Company at any time while it maintains its interest in the property, $2 million, at which point the Company and Altius will enter into a royalty agreement for a 1.0% gross sales royalty in perpetuity.
On March 25, 2022, Altius paid the Company $250,000 described above, which was applied against the deferred costs applicable to each of its property interests as follows:
- Knaften property – 33.33% or $83,325;
- Lappvattnet property – 53.34% or $133,340; and
- Rormyrberget property – 13.33% or $33,345.
During the year ended December 31, 2025, the Company incurred exploration expenditures of $10,325 (2024 - $86,896) on the Knaften property.
(b) Rormyrberget-Lappvattnet, Sweden
On February 24, 2015, the Company staked three mining licenses comprising of the Rormyrberget and Lappvattnet properties. These two properties are located east of the Company's Knaften-Nordanas property. The properties are held 100% by the Company through staking.
In March 2022, the Company received $250,000 from Altius Minerals Corporation ('Altius) granting Altius the right to enter into the royalty agreement with respect to licences at the Company's Lappvattnet and Rormyrberget projects as detailed in Note 6 (a) above. The Company impaired one of the two Rormyrberget claims for $1,513 in 2023 followed by impairment of the remaining Rormyrberget claim for $47,223 in 2024.
During the year ended December 31, 2025, the Company incurred exploration expenditures of $651 (2024 - $20,839) on the Lappvattnet property.
Gungnir Resources Inc.
Notes to the Financial Statements
For the years ended December 31, 2025 and 2024
(expressed in Canadian dollars)
- EXPLORATION AND EVALUATION PROPERTIES (CONTINUED)
(c) Hemberget Property
In April 2022, the Company added the Hemberget Property to its package of polymetallic projects in northern Sweden. The 29.4 sq. km property was acquired by staking in order to evaluate potential for intrusion hosted copper-nickel and volcanogenic massive sulphide (VMS) mineralization. During the year ended December 31, 2025, the Company incurred exploration expenditures of $26,373 (2024 - $59,202).
(d) Sale of Claims
During the year ended December 31, 2024, the Company sold 19 mineral claims previously written-off in 2014 to PTX Metals Inc. ("PTX") for $30,000 in cash and 3,000,000 common shares of PTX. The Company has been granted a 2.0% NSR, of which, PTX can repurchase 1.0% for $500,000. Included in other income is $93,373 being the net proceeds received.
- SHARE CAPITAL
The authorized share capital in Gungnir Resources Inc. consists of 500,000,000 common shares.
At December 31, 2025 there are 119,629,786 common shares issued and outstanding
Share-based Compensation
The Company has an Incentive Stock Option Plan which provides that the Board of Directors of the Company may from time to time, in its discretion and in accordance with the TSX-V requirements, grant to directors, officers, employees and technical consultants to the Company, non-transferable stock options to purchase common shares, provided that the number of common shares reserved for issuance in any twelve month period will not exceed 10% of the Company's issued and outstanding common shares.
Such options will be exercisable for a period of up to 10 years from the date of grant at a price not less than the closing price of the Company's shares on the last trading day before the grant of such options less any discount, if applicable, but in any event not less than $0.05 per share.
Options may be exercised no later than 6 months following cessation of the optionee's position with the Company.
Gungnir Resources Inc.
Notes to the Financial Statements
For the years ended December 31, 2025 and 2024
(expressed in Canadian dollars)
- SHARE CAPITAL (CONTINUED)
The following table summarizes information about the stock options for years ended December 31, 2025 and 2024:
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Options | Weighted average exercise price | Options | Weighted average exercise price | |
| Options outstanding, beginning of year | 11,939,778 | $ 0.09 | 12,873,777 | $ 0.11 |
| Granted | - | - | 2,000,000 | 0.05 |
| Expired/Cancelled | (2,400,000) | 0.10 | (2,933,999) | 0.11 |
| Options outstanding, end of year | 9,539,778 | $ 0.10 | 11,939,778 | $ 0.10 |
| 2025 | 2024 | |||
| --- | --- | --- | ||
| Options exercisable, end of year | 9,539,778 | 11,939,778 | ||
| Weighted average contractual remaining life (years) | 1.75 | 2.38 |
Summary of stock options outstanding at December 31, 2025:
| Number outstanding | Exercise price ($) | Expiry date |
|---|---|---|
| 4,000,000 | 0.11 | December 22, 2026 |
| 2,539,778 | 0.14 | April 6, 2027 |
| 1,000,000 | 0.08 | February 14, 2028 |
| 2,000,000 | 0.05 | September 27, 2029 |
| 9,539,778 |
The fair value of stock options granted during 2024 was estimated at the grant date based on the Black-Scholes option pricing model, using the expected dividend yield of $nil, average risk-free interest rate of 2.70%, expected life of 5 years, stock price of $0.05 and an expected volatility of 138.93%.
Option pricing models require the input of highly subjective assumptions, particularly as to the expected price volatility of the stock based on historical volatility. Changes in these assumptions can materially affect the fair value estimate and therefore it is management's view that the existing models do not necessarily provide a single reliable measure of the fair value of the Company's stock option grants.
Gungnir Resources Inc.
Notes to the Financial Statements
For the years ended December 31, 2025 and 2024
(expressed in Canadian dollars)
- SHARE CAPITAL (CONTINUED)
Warrants
The following table summarizes information about the warrants for the years ended December 31, 2025 and 2024:
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Warrants | Weighted average exercise price | Warrants | Weighted average exercise price | |
| Beginning of year | 15,330,667 | $ 0.09 | 36,649,003 | $ 0.14 |
| Expired | (15,330,667) | 0.09 | (21,318,336) | 0.18 |
| Warrants outstanding, end of year | - | $ 0.00 | 15,330,667 | $ 0.09 |
| 2025 | 2024 | |||
| Warrants exercisable, end of year | - | 15,330,667 | ||
| Weighted average contractual remaining life (years) | - | 0.72 |
There are no warrants outstanding at December 31, 2025.
Contributed surplus
Contributed surplus includes the accumulated fair value of expired or cancelled stock options and unit warrants and the fair value of finder warrants granted. Contributed surplus is comprised of the following:
| Options | Unit Warrants | Total | |
|---|---|---|---|
| December 31, 2024 | $ 4,040,265 | $ 3,936,058 | $ 7,976,323 |
| Options and warrants expired | 134,615 | 338,879 | 473,494 |
| December 31, 2025 | $ 4,174,880 | $ 4,274,937 | $ 8,449,817 |
Loss per Share
| Years ended | December 31, 2025 | December 31, 2024 |
|---|---|---|
| Numerator: Net loss attributable to common shareholders – basic and diluted | $ (1,031,832) | $ (565,132) |
| Denominator: Weighted average number of common shares outstanding – basic and diluted | 119,629,786 | 119,629,786 |
| Basic and diluted loss per share | $ (0.01) | $ (0.00) |
Diluted loss per share did not include the effect of 9,539,778 (2024 - 11,939,778) stock options and nil (2024 - 15,330,667) warrants as they are anti-dilutive.
Gungnir Resources Inc.
Notes to the Financial Statements
For the years ended December 31, 2025 and 2024
(expressed in Canadian dollars)
- CAPITAL MANAGEMENT
The Company manages its cash, common shares, stock options and warrants as capital. The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to pursue the development of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. The Company is not subject to any externally imposed capital requirements.
The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt, acquire or dispose of assets or adjust the amount of cash and cash equivalents.
In order to facilitate the management of its capital requirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions.
- FINANCIAL INSTRUMENT RISK EXPOSURE AND RISK MANAGEMENT
The Company's risk exposures and the impact on the Company's financial instruments are summarized below:
Credit risk
The Company's credit risk is limited to cash and term deposits. As at December 31, 2025, the Company's financial instruments consist of interest-bearing, short-term investment-grade instruments issued by a Canadian chartered bank. The Company does not believe that it is exposed to significant credit risk on financial instruments issued by the Canadian chartered bank.
Interest rate risk
The Company is exposed to interest rate risk on its cash, term deposits and reclamation bonds, but is not exposed to any interest rate risk on outstanding borrowing as there are none at December 31, 2025.
Liquidity risk
The Company manages its liquidity risk by ensuring that there is sufficient capital in order to meet the short-term business requirements. The Company maintains cash and short-term investments which are available on demand for this purpose.
Other risks
The Company considers commodity price risk, operational risk and foreign exchange risk to be immaterial and therefore does not include them in their sensitivity analysis.
FAIR VALUE HIERARCHY
The Company applied the following fair value hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value into three levels:
Gungnir Resources Inc.
Notes to the Financial Statements
For the years ended December 31, 2025 and 2024
(expressed in Canadian dollars)
- FINANCIAL INSTRUMENT RISK EXPOSURE AND RISK MANAGEMENT (CONTINUED)
The three levels are defined as follows:
Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 – inputs to valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The Company does not have any financial instruments carried at fair value.
- EXPENSES
The Company’s expenses from operations for the years ended December 31, 2025 and 2024 are detailed as follows:
| General and administration | 2025 | 2024 | |
|---|---|---|---|
| Shareholder and regulatory | $ 29,973 | $ 32,459 | |
| Travel and promotion | 3,279 | 3,487 | |
| Office | 29,477 | 33,319 | |
| $ 62,729 | $ 69,265 | ||
| Compensation | Note | 2025 | 2024 |
| Consulting fees and wages | 11 | $ 379,182 | $ 512,790 |
| Stock-based compensation | 7, 11 | - | 51,325 |
| $ 379,182 | $ 564,115 | ||
| Professional fees | 2025 | 2024 | |
| Accounting fees | $ 25,075 | $ 26,320 | |
| Legal fees | 3,102 | 10,927 | |
| $ 28,177 | $ 37,247 |
Gungnir Resources Inc.
Notes to the Financial Statements
For the years ended December 31, 2025 and 2024
(expressed in Canadian dollars)
- RELATED PARTY TRANSACTIONS
Related party transactions that are in the normal course of business and have commercial substance are measured at the exchange amount. The following are the related party transactions for the year.
For the year ended December 31, 2025, the Company had the following transactions with related parties:
- Incurred or paid wages of $331,944 in total to the CEO and CFO of the Company (2024 - $415,000).
- Incurred or paid directors' fees of $60,000 included in consulting fees and wages (2024 - $80,000).
- Incurred stock-based compensation of $nil (2024 - $51,325).
Related party amounts are unsecured, non-interest bearing and due on demand. At December 31, 2025, accounts payable and accrued liabilities include $nil (2024 - $nil) due to the related parties of the Company.
- SEGMENTED INFORMATION
At December 31, 2025, the Company has two operating and reporting segments, being the Canadian and the Sweden exploration operations. The Company's information about its exploration and evaluation assets by geographic location is detailed below.
| Exploration | ||
|---|---|---|
| Canada | Sweden | |
| December 31, 2025 | $ - | $ 3,619,307 |
| December 31, 2024 | $ - | $ 3,823,664 |
- INCOME TAXES
The income taxes shown on the statements of comprehensive loss differ from the amounts obtained by applying statutory rates due to the following:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Net loss for the year before income taxes | (1,031,832) | (565,132) |
| Expected income tax rate | 27% | 27% |
| Expected income tax expense | (278,595) | (152,586) |
| Net effect of non-deductible amounts | 1,661 | 26,676 |
| Increase in unrecognized deferred tax asset | 276,934 | 125,910 |
| Deferred income tax expense for the year | - | - |
Gungnir Resources Inc.
Notes to the Financial Statements
For the years ended December 31, 2025 and 2024
(expressed in Canadian dollars)
- INCOME TAXES (CONTINUED)
The significant components of the Company’s deferred income tax assets are as follows:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Capital and net non-capital loss carry-forwards | 2,834,184 | 2,704,043 |
| Share issuance costs | 6,128 | 12,580 |
| Exploration and evaluation assets | 1,619,868 | 1,466,623 |
| Total deferred tax assets | 4,460,180 | 4,183,246 |
| Valuation allowance | (4,460,180) | (4,183,246) |
| Net deferred income tax assets | - | - |
The Company estimates that it has approximately $10,426,000 in non-capital losses, expiring between 2029 and 2045, to reduce future income taxable income in Canada. The realization of income tax benefits related to these losses is uncertain and cannot be viewed as more likely than not. Accordingly, no deferred income tax asset has been recognized for accounting purposes. If unused, these losses will expire as follows:
| Years of Origin | Years of Expiry | Non-capital Losses |
|---|---|---|
| 2009 | 2029 | 975,000 |
| 2010 | 2030 | 1,109,000 |
| 2011 | 2031 | 831,000 |
| 2012 | 2032 | 601,000 |
| 2013 | 2033 | 503,000 |
| 2014 | 2034 | 2,136,000 |
| 2015 | 2035 | 362,000 |
| 2016 | 2036 | 472,000 |
| 2020 | 2040 | 506,000 |
| 2021 | 2041 | 541,000 |
| 2022 | 2042 | 734,000 |
| 2023 | 2043 | 680,000 |
| 2024 | 2044 | 488,000 |
| 2025 | 2045 | 488,000 |
| $ 10,426,000 |