Highrock Resources Ltd. — Audit Report / Information 2025

May 30, 2025

HIGHROCK RESOURCES LTD.
Consolidated Financial Statements
For the years ended January 31, 2025 and 2024
(Expressed in Canadian Dollars)

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D CPA

206-5250 Solar Drive, Mississauga, ON, L4W 0G4

Phone: (647) 793-8100 | Fax: (905) 497-1190

Web: www.hdcpa.ca

Independent Auditors' Report

To the Shareholders of Highrock Resources Ltd.

Opinion

We have audited the consolidated financial statements of Highrock Resources Ltd. and its subsidiary (the "Group" or the "Company"), which comprise the consolidated statement of financial position as at January 31, 2025, and the consolidated statements of loss and comprehensive loss, changes in shareholders' equity (deficiency) and cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at January 31, 2025, and its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS").

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 to the consolidated financial statements which describes the material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Matter – Comparative Information

The consolidated financial statements of Highrock Resources Ltd. for the year ended January 31, 2024 were audited by another auditor who expressed an unmodified audit opinion on those statements on May 17, 2024.

We were not engaged to audit, review or apply any procedures to the consolidated financial statements as at and for the year ended January 31, 2024. Accordingly, we do not express an opinion or any other form of assurance on those consolidated financial statements taken as a whole.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended January 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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Except for the matter described in the Material Uncertainty Related to Going Concern, we have determined that there are no other key audit matters to communicate in our auditors' report.

Other Information

Management is responsible for the other information. The other information comprises:

• The information included in the Management's Discussion and Analysis of Financial Conditions and Results of Operations for the year ended January 31, 2025.

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

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained the Management's Discussion and Analysis of Financial Conditions and Results of Operations for the year ended January 31, 2025, prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. We have nothing to report in this regard.

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

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group'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 Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.

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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 Group'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, base on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended January 31, 2025, 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 Harpreet Dhawan.

"Harpreet Dhawan" (Signed)

HDCPA Professional Corporation

Chartered Professional Accountants,

Authorized to practice public accounting by CPA Ontario

Mississauga, ON

May 29, 2025

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HIGHROCK RESOURCES LTD.
Consolidated Statements of Financial Position
(Expressed in Canadian dollars)

As at	January 31, 2025	January 31, 2024
ASSETS
Current Assets
Cash	$ 22,401	$ 89,945
Amounts recoverable	6,433	3,332
Prepaid expenses and deposits (Note 7)	3,000	3,000
Total current assets	31,834	96,277
Non-current Assets
Reclamation bond (Note 4)	15,700	15,700
Exploration and evaluation assets (Note 3 and 4)	627,015	189,196
Total assets	$ 674,549	$ 301,173
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities (Notes 5 and 7)	$ 96,529	$ 18,171
Due to related parties (Note 7 and 11)	160,370	101,277
Promissory note (Note 7)	100,000	-
Total liabilities	356,899	119,448
Shareholders' equity
Share Capital (Note 6)	990,600	540,850
Reserves (Note 6)	208,564	39,264
Deficit	(827,547)	(398,389)
Foreign currency translation reserve	(53,967)	-
Total shareholders' equity	317,650	181,725
Total liabilities and shareholders' equity	$ 674,549	$ 301,173

Nature of operations and going concern (Note 1)
Subsequent events (Note 11)

Approved on behalf of the Board of Directors

"Jim Pirie" Director
Jim Pirie

"Anthony Roodenburg" Director
Anthony Roodenburg

The accompanying notes are an integral part of these consolidated financial statements

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HIGHROCK RESOURCES LTD.
Consolidated Statements of Loss and Comprehensive Loss
(Expressed in Canadian dollars)

Year ended January 31,	2025	2024
Expenses
Consulting fees (Note 7)	$ 233,540	$ 68,635
Professional fees (Note 7)	107,500	52,412
Office and administrative	80,690	3,000
Management fees (Note 7)	46,665	22,500
Filing and transfer agent fees (Note 7)	21,236	25,428
Travel and promotion	19,281	8,032
Bank charges and interest (Note 7)	10,084	1,766
Shareholder information	3,301	2,645
Initial public offering	-	31,675
Rent (Note 7)	-	850
Total expenses	(522,297)	(216,943)
Other income and expenses:
Foreign exchange gain	93,139	-
Net loss for the year	(429,158)	(216,943)
Other comprehensive loss:
Exchange differences on translation of foreign operations	(53,967)	-
Total comprehensive loss for the year	$ (483,125)	$ (216,943)
Weighted average number of common shares outstanding (basic and diluted)	25,805,001	12,970,919
Basic and diluted loss per share	$ (0.02)	$ (0.02)

The accompanying notes are an integral part of these consolidated financial statements

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HIGHROCK RESOURCES LTD.
Consolidated Statements of Changes in Shareholders' Equity
(Expressed in Canadian dollars)

	Number of shares	Amount	Reserves	Foreign currency translation reserve	Deficit	Total
Balance at January 31, 2023	9,600,001	$ 252,001	$ 22,258	-	$ (181,446)	$ 92,813
Loss for the period	-	-	-	-	(216,943)	(216,943)
Shares issued for initial public offer (Note 6)	3,500,000	350,000	-	-	-	350,000
Shares issued to agent (Note 6)	105,000	10,500	-	-	-	10,500
Shares issued for E&E assets (Note 6)	100,000	7,500	-	-	-	7,500
Share issuance cost - cash fee and shares (Note 6)	-	(62,145)	-	-	-	(62,145)
Share issuance cost - brokers' warrants (Note 6)	-	(17,006)	17,006	-	-	-
Balance, January 31, 2024	13,305,001	$ 540,850	$ 39,264	$ -	$ (398,389)	$ 181,725
Balance at January 31, 2024	13,305,001	$ 540,850	$ 39,264	-	$ (398,389)	$ 181,725
Loss for the period	-	-	-	-	(429,158)	(429,158)
Shares issued in private placement (Note 6)	6,500,000	325,000	-	-	-	325,000
Translation adjustment	-	-	-	(53,967)	-	(53,967)
Shares issued for E&E assets (note 3)	6,000,000	300,000	-	-	-	300,000
Fair value of warrants issued (Note 6)	-	(166,400)	166,400	-	-	-
Share issue costs - cash fee and shares (Note 6)	-	(5,950)	-	-	-	(5,950)
Share issue costs - brokers' warrants (Note 6)	-	(2,900)	2,900	-	-	-
Balance, January 31, 2025	25,805,001	$ 990,600	$ 208,564	$ (53,967)	$ (827,547)	$ 317,650

The accompanying notes are an integral part of these consolidated financial statements

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HIGHROCK RESOURCES LTD.
Consolidated Statements of Cash Flows
(Expressed in Canadian dollars)

For the year ended January 31,	2025	2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the year	$ (429,158)	$ (216,943)
Adjustments to reconcile loss to net cash used in operating activities
Interest accrued	-	1,277
Changes in non-cash items;
Amounts recoverable	(3,101)	(1,414)
Prepaid expenses and deposits	-	7,000
Accounts payable and accrued liabilities	78,358	(43,977)
Due to related parties	9,093	(23,150)
Net cash used in operating activities	(344,808)	(277,207)
CASH FLOWS FROM INVESTING ACTIVITIES
Exploration and evaluation assets	(437,819)	(63,514)
Net cash used in investing activities	(437,819)	(63,514)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of shares, net	619,050	298,355
Promissory note advanced by related party	50,000	100,000
Promissory note issued in business acquisition	100,000	-
Net cash provided by financing activities	769,050	398,355
Foreign exchange	(53,967)	-
Net change in cash	(67,544)	57,634
Cash at the beginning of the period	89,945	32,311
Cash at the end of the period	$ 22,401	$ 89,945

Supplemental disclosure with respect to cash flows (Note 9)

The accompanying notes are an integral part of these consolidated financial statements

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HIGHROCK RESOURCES LTD.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars)

For the year ended January 31, 2025

1. Nature of operations and going concern

Highrock Resources Ltd. (the "Company") was incorporated on August 3, 2021 under the laws of the Province of British Columbia, Canada, and its principal activity is the acquisition and exploration of mineral properties in Canada. The Company's registered office and place of business is #600 – 890 West Pender Street, Vancouver, British Columbia, V6C 1J9, and its head office is at 82, Richmond St E 1st Floor, Toronto, Ontario, M5C 1P1.

The Company is in the business of exploring its mineral exploration assets and has not yet determined whether these properties contain ore reserves that are economically recoverable. As at January 31, 2025, the Company was in the exploration stage and had an interest in a property in Canada.

The Company is publicly listed on the Canadian Securities Exchange ("CSE") and trades under the symbol "HRK".

Going Concern

These consolidated financial statements have been prepared on a going concern basis, which presumes the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The ability of the Company to continue as a going concern and the recoverability of the amounts shown for exploration and evaluation assets are dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development, and upon future profitable production or proceeds from the disposition thereof. The Company has sustained losses from operations and expects to incur further losses in the development of its business, and has an ongoing requirement for capital investment to explore its exploration and evaluation asset. As at January 31, 2025, the Company had a working capital deficiency of $325,065 (January 31, 2024 - $23,171). Based on its expected activities, budgeted expenditures, and cash requirements, the Company does not have sufficient cash to finance its expected activities. These material uncertainties may cast significant doubt about the Company's ability to continue as a going concern.

The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future and repay its liabilities arising from normal business operations as they become due. The Company expects that it will need to raise additional capital to accomplish its business plan over the next several years. The Company expects to seek additional financing through equity financing. There can be no assurance as to the availability or terms upon which such financing might be available.

These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported expenses, and the statement of financial position classifications used, that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.

1. Material accounting policy information and basis of preparation

Statement of compliance

The consolidated financial statements of the Company have been prepared in accordance with IFRS Accounting Standards ("IFRS") and interpretations issued by the IFRS Interpretations Committee ("IFRIC") applicable to companies reporting under IFRS. The consolidated financial statements comply with IFRS as issued by the International Accounting Standards Board ("IASB").

The consolidated financial statements were authorized for issue on May 28, 2025 by the directors of the Company.

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HIGHROCK RESOURCES LTD.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars)

For the year ended January 31, 2025

2. Material accounting policy information and basis of preparation (cont'd)

Basis of preparation

The consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, except for financial instruments classified as fair value through profit and loss ("FVTPL"), which are stated at their fair value. The consolidated financial statements are presented in Canadian dollars, which is the Company's functional currency, unless otherwise noted.

Significant accounting judgments, estimates and assumptions

The preparation of the Company's consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates. The impacts of such estimates are pervasive throughout the consolidated financial statements 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 may affect both the period of revision and future periods.

Significant estimates made in the preparation of these consolidated financial statements include the carrying value of exploration and evaluation assets, recovery of deferred tax assets and the valuation of provisions for restoration and environmental liabilities.

Significant judgments include assessment of going concern assumption and whether there are indicators of impairment of exploration and evaluation assets.

Income taxes

Deferred income tax:

Income tax expense consisting of current and deferred tax expense is recognized in the statements of comprehensive loss. 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 regard to previous years.

Deferred tax assets and liabilities and the related deferred income tax expense or recovery are recognized for deferred tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment occurs.

A deferred tax asset is recognized to the extent that it is probable that future taxable income will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is reduced. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off 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.

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HIGHROCK RESOURCES LTD.
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars)
For the year ended January 31, 2025

2. Material accounting policy information and basis of preparation (cont'd)

Basis of consolidation

These consolidated financial statements incorporate the consolidated financial statements of the Company and its subsidiaries.

The subsidiaries are consolidated from the date of acquisition, being the date on which the Company obtains control, and continues to be consolidated until the date that such control ceases. Control is achieved when an investor has power over an investee to direct its activities, exposure to variable returns from an investee, and the ability to use the power to affect the investor's returns.

The results of subsidiaries acquired or disposed of during the periods presented are included in the consolidated statements of comprehensive loss from the effective date of control and up to the effective date of disposal or loss of control, as appropriate. All intercompany transactions, balances, income and expenses are eliminated upon consolidation.

The Company applies IFRS 3 – Business Combinations in assessing whether an acquisition constitutes a business. Where an acquisition does not meet the definition of a business, it is accounted for as an asset acquisition, with the cost of the transaction allocated to the identifiable assets and liabilities on a relative fair value basis. No goodwill is recognized in such transactions.

The following companies have been consolidated within the consolidated financial statements:

	Class of Shares	Ownership Interest Type	Effective Holding	Registered/ Operating
Liberty Uranium Ltd.	Common	Direct	100%	USA

Exploration and evaluation assets

Where the Company has entered into option agreements for the acquisition of an interest in exploration and evaluation assets which provided for periodic payments, such amounts unpaid are not recorded as a liability when they are payable entirely at the Company's discretion. Although the Company has taken steps to verify title to the exploration and evaluation assets in which it has an interest, these procedures do not guarantee the Company's title. The exploration and evaluation assets may be subject to prior undetected agreements or transfers and title may be affected by such defects.

i. Exploration and evaluation expenditures

Exploration and evaluation activities involve the search for minerals, the determination of technical feasibility and the assessment of commercial viability of an identified resource.

Exploration and evaluation costs incurred prior to obtaining licenses or a legal right are expensed in the period in which they are incurred. Once a legal right to explore an area has been secured, expenditures on exploration and evaluation activities are capitalized to exploration and classified as a component of mineral properties. Such expenditures include, but are not limited to, exploration license expenditures, leasehold property acquisition costs, evaluation costs, including drilling costs directly attributable to a property, and directly attributable to general and administrative costs. From time to time the Company may acquire or dispose of a mineral property pursuant to the terms of an option agreement. As the options are exercisable entirely at the discretion of the optionee, the amounts payable or receivable are not recorded. Option payments are recorded as property costs or recoveries when the payments are made or received.

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HIGHROCK RESOURCES LTD.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars)

For the year ended January 31, 2025

2. Material accounting policy information and basis of preparation (cont'd)

Exploration and evaluation assets (cont'd)

Once the technical feasibility and commercial viability of extracting the mineral resource has been determined, the property is considered to be a mine under development and is classified as "mine development cost". Exploration and evaluation assets are tested for impairment before the assets are transferred to development properties.

Any incidental revenue earned in connection with exploration activities is applied as a reduction to capitalized exploration costs. Any operational income earned in connection with exploration activities is recognized in the profit or loss.

ii. Impairment

Exploration and evaluation assets are assessed for impairment by management when facts and circumstances suggest that the carrying amount exceeds the recoverable amount. When there is little prospect of further work on a property being carried out by the Company or its partners, when a project is deemed to no longer have commercially viable prospects to the Company, exploration and evaluation expenditures in respect of that project are deemed to be impaired. As a result, those exploration and evaluation expenditure costs, in excess of estimated recoveries, are written-off to profit or loss.

The recoverability of the carrying amount of mineral properties is dependent on successful development and commercial exploitation, or alternatively, the sale of the respective areas of interest.

The Company assesses exploration and evaluation assets for indications of impairment at each reporting date.

Provision for environmental rehabilitation

The Company recognizes liabilities for legal or constructive obligations associated with the retirement of mineral properties and equipment. The net present value of future rehabilitation costs is capitalized to the related asset along with a corresponding increase in the rehabilitation provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value.

The Company's estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to the related assets with a corresponding entry to the rehabilitation provision.

The increase in the provision due to the passage of time is recognized as interest expense. The Company does not have any provisions for rehabilitation obligations.

Share capital

The proceeds from the exercise of stock options, warrants and escrow shares are recorded as share capital in the amount for which the option, warrant or escrow share enabled the holder to purchase a share in the Company. The Company's common shares, share warrants and flow-through shares are classified as equity instruments. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

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HIGHROCK RESOURCES LTD.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars)

For the year ended January 31, 2025

2. Material accounting policy information and basis of preparation (cont'd)

Loss per share

Basic loss per share is calculated based on the weighted average aggregate number of common shares outstanding during each period. Diluted loss per share is computed similarly to basic loss per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods. For the period presented, this calculation proved to be anti-dilutive.

Financial instruments

(i) Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss ("FVTPL") or at amortized cost.

The following table shows the classification of the Company's financial assets and liabilities:

	Classification IFRS 9
Cash	FVTPL
Amount recoverable	Amortized cost
Reclamation bond	Amortized cost
Accounts payable	Amortized cost
Due to related parties	Amortized cost

(ii) Measurement

Financial assets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of net (loss) income. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of net (loss) income in the period in which they arise. Where management has opted to recognize a financial liability at FVTPL, any changes associated with the Company's own credit risk will be recognized in other comprehensive income (loss).

(iii) Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.

Financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and/or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

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HIGHROCK RESOURCES LTD.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars)

For the year ended January 31, 2025

2. Material accounting policy information and basis of preparation (cont'd)

Financial instruments (cont'd)

Gains and losses on derecognition are generally recognized in profit or loss.

Share-based payments

The Company follows guidance provided by IFRS 2, which requires that a fair value based method of accounting be applied to all share-based payments. The fair value of share options granted to employees is recognized as an expense over the vesting period with a corresponding increase in contributed surplus. 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. For equity-settled share-based payment transactions for non-employees, the Company measures the goods or services received, and the corresponding increase in equity, directly, at the fair value of the goods or services received, unless that fair value cannot be estimated reliably, in which case, the Company measures their value, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted.

The fair value is measured at the 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 under which the options were granted. The Company currently estimates the expected volatility of its common shares based on historical volatility taking into consideration the expected life of the options. The risk-free interest rate assumption is based on the Bank of Canada marketable bonds with a remaining term equal to the stock options' expected life.

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.

New standards adopted during the year

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods on or after January 1, 2024.

The following amendments to various IFRS standards are mandatorily effective for reporting period:

• Amendment to IAS 1 - Classification of Liabilities as Current or Non-current
• Amendment to IFRS 16 - Lease Liability in a Sale and Leaseback
• Amendments to IAS 1 - Non-current Liabilities with Covenants
• Amendments to IAS 7 and IFRS 7 - Supplier Finance Arrangements
• Amendments to IAS 12 - International Tax Reform—Pillar Two Model Rules

The following amendments to various IFRS standards are mandatorily effective for reporting periods beginning on or after February 1, 2025

• Amendments to IAS 21 - Lack of Exchangeability
• Amendments to IFRS 18 - Presentation and Disclosure in Financial Statements
• Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments –Disclosures

The Company has concluded that the above are not applicable or do not have a significant impact to the Company and have been excluded as it is expected to have no impact on the consolidated financial statements.

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HIGHROCK RESOURCES LTD.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars)

For the year ended January 31, 2025

3. Acquisition of Dry Creek Property

On August 16, 2024, the Company entered into a definitive agreement with Atikokan Resources Ltd. ("Atikokan"), a private company, providing for the acquisition (the "Acquisition") by the Company from Atikokan of 100% of the issued and outstanding shares of Liberty Uranium Corporation ("Liberty Uranium"). Liberty Uranium is a private company incorporated pursuant to the laws of the State of Nevada and owns 100% undivided interest in the Dry Creek uranium project, located in the Uravan mineral belt in the U.S.A..

On September 6, 2024, the Company announced that it had completed the Acquisition of 100% interest in Liberty Uranium. The consideration for the Acquisition consisted of (i) issuing Atikokan an aggregate of 6,000,000 common shares (each, a "Common Share") in the capital of the Company at a price of $0.05 (issued and ascribed a fair value of $300,000); and (ii) a cash payment of $100,000 (paid) evidenced by an unsecured promissory note in the amount of $100,000 in favour of Atikokan (issued).

As the Company owns approximately 100% of Liberty Uranium and all of its voting power, management determined that the Company controlled the entity.

The acquired entity did not meet the definition of a business under IFRS 3 – Business Combinations, as it did not have significant processes or outputs at the time of acquisition. As such, the transaction has been accounted for as an asset acquisition.

The purchase consideration has been allocated to the identifiable net assets acquired, primarily consisting of mineral rights and land, which were recognized at their relative fair values as at the acquisition date. No goodwill was recognized in connection with the acquisition.

The following table summarizes the fair value of the purchase price and the allocation to net assets acquired:

Purchase Price Consideration
6,000,000 common shares of the Company	300,000
Unsecured promissory note	100,000
Cash acquired	(12,258)
Total	387,742

4. Exploration and evaluation assets

Pathfinder Property (British Columbia)

On August 26, 2021, the Company entered into an option agreement to acquire up to a 75% interest in five mining claims in the Greenwood Mining Division, British Columbia. The optionor under the option agreement, Belmont Resources Inc. ("Belmont"), has two common directors with the Company, Gary Musil and James Place. As a result, the option agreement constitutes a 'related party transaction' pursuant to IAS 24. See Note 7. To acquire a 51% interest, the Company must issue 100,000 common shares (issued) and make a cash payment of $5,000 (paid) to the optionor.

To earn the further 24% of the total 75% interest, the Company must pay the optionor $10,000 on or before August 26, 2022 (paid), issue 100,000 common shares on or before six months from the date of initial listing of the Company's shares on a Canadian Stock Exchange (issued), and incur aggregate exploration expenditures of $200,000 of which $75,000 must be incurred before August 26, 2022 (incurred) and $125,000 on or before the first anniversary of the initial listing of the Company's shares on an exchange which occurred on February 28, 2023 (incurred $114,196 as at January 31, 2024) for a total of $189,196. Belmont has confirmed that the Company has met the requirement to incur an aggregate of $200,000 in expenditures. The property is subject to a net smelter royalty of 2% payable to the optionor.

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HIGHROCK RESOURCES LTD.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars)

For the year ended January 31, 2025

4. Exploration and evaluation assets (cont'd)

In February 2022, the Company remitted a $15,700 bond to the Government of British Columbia to acquire a multi-year permit under the Mines Act which is valid until April 30, 2027.

The Dry Creek Property (Colorado)

On September 9, 2024, the Company entered into an agreement to acquire 100% interest in 73 mining claims in the Uravan mining belt, Colorado.

To acquire 100% interest, the Company must issue 6,000,000 common shares (issued) and give an unsecured promissory note of $100,000 (issued) to the vendor (Atikokan) (See Note 3).

A continuity of the expenditures on the Company's Exploration and Evaluation Assets is as follows:

	Year ended January 31, 2025	Year ended January 31, 2024
Pathfinder
Acquisition costs:
Beginning	$ 24,500	$ 17,000
Shares issued	-	7,500
	$ 24,500	$ 24,500
Exploration costs:
Beginning	$ 164,696	$ 101,602
Consulting	-	4,138
Reports and administration	-	58,956
	164,696	164,696
Pathfinder balance, ending	$ 189,196	$ 189,196
Dry Creek Property
Acquisition costs:
Beginning	$ -	$ -
Promissory note (note 3)	100,000	-
Shares issued (note 3)	300,000	-
Cash acquired	(12,258)	-
	$ 387,742	$ -
Exploration costs:
Beginning	$ -	$ -
Staking	50,077	-
	50,077	-
Dry Creek balance, ending	$ 437,819	$ -
Total exploration & evaluation Balance, ending	$ 627,015	$ 189,196

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HIGHROCK RESOURCES LTD.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars)

For the year ended January 31, 2025

1. Accounts payable and accrued liabilities

	January 31, 2025	January 31, 2024
Accounts payable	$ 77,779	$ 3,171
Accrued liabilities	18,750	15,000
	$ 96,529	$ 18,171

1. Share capital

Authorized share capital

Unlimited number of common shares without par value.

Common shares:

	Shares	Amount
Balance, January 31, 2023	9,600,001	$ 252,001
Shares issued for initial public offer (iii)	3,500,000	350,000
Shares issued to agent	105,000	10,500
Shares issued for exploration and evaluation assets (iv)	100,000	7,500
Share issuance cost - cash fee and shares	-	(62,145)
Share issuance cost - brokers' warrants	-	(17,006)
Balance, January 31, 2024	13,305,001	$ 540,850
Shares issued in private placement (ii)	6,500,000	325,000
Fair value of warrants issued	-	(166,400)
Shares issued for exploration and evaluation assets (i)	6,000,000	300,000
Share issuance cost - cash fee and shares	-	(5,950)
Share issuance cost - brokers' warrants	-	(2,900)
Balance, January 31, 2025	25,805,001	$ 990,600

Issuances

Year ended January 31, 2025

(i) On September 6, 2024 the Company completed the acquisition of Liberty Uranium for gross cost of $400,000 of which $300,000 was funded through the issuance of 6,000,000 units in the capital of the Company at a price of $0.05 per unit.

(ii) On April 12, 2024 the Company completed a non-brokered private placement financing for gross proceeds of $325,000 through the issuance of 6,500,000 units in the capital of the Company at a price of $0.05 per unit.

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HIGHROCK RESOURCES LTD.

Notes to Consolidated Financial Statements

(Expressed in Canadian dollars)

For the year ended January 31, 2025

6. Share capital (cont'd)

Issuances (cont'd)

Each unit comprised of one common share in the capital of the Company and one whole Common Share purchase warrant. Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.075 per Common Share until two years from the date of issuance. See "Warrants" below.

Year ended January 31, 2024

(iii) On February 28, 2023 the Company completed its initial public offering of 3,500,000 shares at a price of $0.10 per share for gross proceeds of $350,000. In connection to the initial public offering the Company paid commission costs of $35,000, corporate finance fees of $34,000, of which $23,500 was paid in cash and $10,500 in common shares, legal fees of $65,293 (of which $40,473 was expensed in the prior year) and 350,000 brokers' warrants (valued at $17,006) at a price of $0.10 per share, exercisable on or before February 28, 2025. The Company recorded share issue costs of $79,151 and expensed initial public offering costs of $31,675.

(iv) On August 29, 2023, the Company issued 100,000 common shares for the second option on the Pathfinder property acquisition at $0.075 per share with a share price of $7,500. This was part of exploration and evaluation assets (Note 4).

Stock options

The Company adopted a stock option plan to grant options to individuals exercisable up to 10 years from the date of grant to purchase shares at the market price, less applicable discount, if any. Such grants not to exceed an aggregate of 10% of the issued and outstanding shares and vesting periods will be determined by the Board of Directors.

On January 28, 2022, the Company granted 700,000 stock options that vested upon grant and are exercisable at a price of $0.10 until January 28, 2025 to senior officers and directors. The estimated fair value of the options was $22,258 which was determined by the Black-Scholes Option Pricing Model with the following assumptions: an annualized volatility of 128%; an expected life of 3 years; a dividend yield of 0%; and a risk-free rate of 1.42%.

Details of options outstanding as at January 31, 2025 are as follows:

	Number of options	Weighted average exercise price
Balance at January 31, 2023, and January 31, 2024	700,000	$ 0.10
Forfeited	(100,000)	$ 0.10
Expired	(600,000)	$ 0.10
Balance at January 31, 2025	-	$ -

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HIGHROCK RESOURCES LTD.

Notes to Consolidated Financial Statements

(Expressed in Canadian dollars)

For the year ended January 31, 2025

6. Share capital (cont'd)

Warrants

As part of the private placement offering completed on April 12, 2024, 6,500,000 share purchase warrants were issued. Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.075 per Common Share until two years from the date of issuance. The estimated fair value of the warrants was $166,400 which was determined by the Black-Scholes Option Pricing Model with the following assumptions: an annualized volatility of 100%; an expected life of 2 years; a dividend yield of 0%; and a risk-free rate of 4.17%.

In connection with the offering, the Company paid certain eligible persons: (i) a cash commission in the aggregate of $5,950; and (ii) an aggregate of 112,000 finder warrants each finder warrant is exercisable at a price of $0.075 per Common Share until April 12, 2026. The estimated fair value of the warrants was $2,900 which was determined by the Black-Scholes Option Pricing Model with the following assumptions: an annualized volatility of 100%; an expected life of 2 years; a dividend yield of 0%; and a risk-free rate of 4.17%.

On February 28, 2023, the Company granted 350,000 broker's warrants exercisable at a price of $0.10 until February 28, 2025. The estimated fair value of the warrants was $17,006 which was determined by the Black-Scholes Option Pricing Model with the following assumptions: an annualized volatility of 87.44%; an expected life of 2 years; a dividend yield of 0%; and a risk-free rate of 4.20%.

	Number of warrants	Weighted average exercise price
Balance at January 31, 2023 and January 31, 2024	350,000	$ 0.10
Issued (Note 6)	6,612,000	$ 0.075
Balance at January 31, 2025	6,962,000	$ 0.08
Number of Warrants	Exercise price	Expiry date
---	---	---
350,000	$ 0.10	February 28, 2025
6,612,000	0.075	April 12, 2026

Reserves

Reserves include items recognized as share-based payments until such time that the stock options or warrants are exercised, at which time the corresponding amount will be transferred to share capital.

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HIGHROCK RESOURCES LTD.

Notes to Consolidated Financial Statements

(Expressed in Canadian dollars)

For the year ended January 31, 2025

7. Related party transactions

Key management compensation

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company's Board of Directors and corporate officers. The remuneration of directors and key management personnel made during the periods ended January 31, 2025 and 2024, are as follows:

Year ended January 31,	2025	2024
Management, director consulting fees	$ 221,500	$ 36,135
Accounting fees	37,215	15,506
Rent	-	96
Management, director consulting fees	$ 258,715	$ 51,737

Effective August 15, 2021 the Company entered into a management services agreement with a company controlled by a director and former senior officer. Terms include a monthly fee of $2,500, monthly rent of $100, and automatic renewal every six months unless terminated by either the Company or the service provider. The Company incurred rent expense of $nil for the year ended January 31, 2025 (year ended January 31, 2024 - $96). This agreement was mutually terminated on October 31, 2023.

During the year ended January 31, 2025, the Company paid consulting fees totaling $156,500, to Nucleus Capital Pte Ltd., controlled by Derrick Dao, the CEO of the Company (January 31, 2024 - $nil) as well as $35,000 to Greencastle Resources Ltd. ("Greencastle"), controlled by Anthony Roodenburg, a director of the Company (January 31, 2024 - $nil). As at January 31, 2025, the Company had accounts payable and accrued liabilities payable to Nucleus Capital Pte of $50,000 (January 31, 2024 - $nil) and accounts payable and accrued liabilities payable to Greencastle of $nil (January 31, 2024 - $nil).

During the year ended January 31, 2025, the Company paid professional fees, office and general totaling $44,677 (2024 - $8,266) to Marrelli Support Services Inc., and certain of its affiliates, together known as the "Marrelli Group", for: (i) Carmelo Marrelli, beneficial owner of the Marrelli Group, to act as the CFO of the Company and (ii) bookkeeping, regulatory filing and transfer agent services. The Marrelli Group was owed $2,070 (January 31, 2024 - $1,753) and these amounts were included in amounts payable and accrued liabilities. The Marrelli Group was also paid a retainer fee of $3,000 on October 31, 2023 which is included in prepaids.

The optionor under the Company's option agreement to acquire the Pathfinder Property (Note 4), Belmont Resources Inc., had two directors in common with the Company.

On November 30, 2023, the Company issued to an non-arm's length creditor of the Company, Greencastle an interest bearing promissory note in the principal amount of $100,000. Greencastle is a significant shareholder and has a director in common with the Company. Interest on the outstanding Principal Amount of the Note will accrue from time to time of the Principal Amount until the Principal Amount is repaid in full at the rate per annum equal to the Prime Rate plus two per cent, calculated monthly, as well after as before maturity and both before and after default. The Principal Amount and any accrued and unpaid interest owing was to become due and be paid in full on December 31, 2024. On February 26, 2025, the note due date was extended to December 31, 2025.

For the year ended January 31, 2025, the Company accrued interest of $8,533 in connection with this loan (Note 7). Total accrued interest at January 31, 2025 amount to $9,809 (January 31, 2024 - $1,277).

Greencastle was also owed $160,370 (January 31, 2024 - $101,277) for the year ended. This balance consists of advances received and invoices paid on behalf.

• 16 -

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HIGHROCK RESOURCES LTD.

Notes to Consolidated Financial Statements

(Expressed in Canadian dollars)

For the year ended January 31, 2025

7. Related party transactions (cont'd)

On January 17, 2025, the Company issued to an non-arm's length creditor of the Company, Greencastle an interest bearing promissory note in the principal amount of $50,000. Greencastle is a significant shareholder and has a director in common with the Company. Interest on the outstanding Principal Amount of the Note will accrue from time to time of the Principal Amount until the Principal Amount is repaid in full at the rate per annum equal to the Prime Rate plus two per cent, calculated monthly, as well after as before maturity and both before and after default. The Principal Amount and any accrued and unpaid interest owing shall become due and be paid in full on December 31, 2025. For the period ended January 31, 2025, the Company accrued interest of $575 in connection with this loan (Note 7). Total accrued interest at January 31, 2025 amount to $575 (January 31, 2024 – $nil).

On September 6, 2024, the Company entered into a loan agreement in the amount of $100,000 with Atikokan Resources Ltd. ("Holder"). The loan is unsecured and does not bear interest. The loan is repayable on demand which demand may be made by the Holder at any time. As at January 31, 2025, the Company owed $100,000 (January 31, 2024 - $nil).

8. Financial risk management

The Company is exposed in varying degrees to a variety of financial instrument related risks.

Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company is exposed to credit risk by holding cash. Holding the cash in large Canadian financial institutions minimizes this risk. The Company has minimal accounts receivable exposure, and its amounts recoverable are due from a Canadian government agency. Credit risk is assessed as low.

Currency Risk

The Company's functional currency is the Canadian dollar. There is minimal foreign exchange risk to the Company as the company has limited cash funds in the United States. Management monitors its foreign currency balances and makes adjustments based on anticipated need for currencies. The Company does not engage in any hedging activities to reduce its foreign currency risk.

Interest Rate Risk

The Company's exposure to interest rate risk relates to its ability to earn interest income on cash balances at variable rates. The fair value of the Company's cash accounts is relatively unaffected by changes in short term interest rates. The income earned on certain bank accounts is subject to the movements in interest rates. The Company's amount due to related parties accrues interest at variable rates (Note 7). Interest rate risk is assessed as moderate.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's approach to managing liquidity risk is to ensure, as far as possible, that it will always have sufficient liquid funds to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. As at January 31, 2025, the Company had a cash balance of $22,401 to settle current liabilities of $356,899. All the liabilities presented as accounts payable and accrued liabilities are due within 90 days of January 31, 2025 and the amount due to related party matures on December 31, 2025.

The Company's expected source of cash flow in the upcoming year will be through equity financing. Cash on hand at January 31, 2025 and expected cash flows for the next 12 months are not sufficient to fund the Company's ongoing operational needs. The Company will need funding through equity or debt financing, entering into joint venture agreements, or a combination thereof. Liquidity risk is assessed as high.

• 17 -

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HIGHROCK RESOURCES LTD.

Notes to Consolidated Financial Statements

(Expressed in Canadian dollars)

For the year ended January 31, 2025

8. Financial risk management (cont'd)

Capital Management

The Company is engaged in the mineral exploration field and manages related industry risk issues directly. The Company is potentially at risk for environmental issues and fluctuations in commodity based market prices associated with resource property interests. Management is of the opinion that the Company addresses environmental risk and compliance in accordance with industry standards and specific project environmental requirements.

The Company includes the components of equity in the definition of capital.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of underlying assets. In order to maintain or adjust its capital structure, the Company may issue new shares, purchase shares for cancellation or make special distributions to shareholders. The Company is not subject to any externally imposed capital requirements and does not presently utilize any quantitative measures to monitor its capital.

There were no changes in the Company's approach to capital management during the period.

Fair value

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

• Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
• Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
• Level 3 – Inputs that are not based on observable market data.

The Company's cash, accounts payable and accrued liabilities, and amounts due to related parties approximate their current fair values because of their nature and anticipated settlement dates.

9. Supplemental disclosure with respect to cash flows

The Company incurred the following non-cash financing and investing transactions that are not reflected in the statement of cash flows:

For the year ended	January 31, 2025	January 31, 2024
Non-cash financing and investing activities:
Shares issued for property acquisition (note 3 and 6)	$ 300,000	$ 7,500
Fair value of brokers' warrants (note 6)	2,900	17,006
Shares issued for share issuance costs (note 6)	-	10,500
Write off of intercompany loans in subsidiary	(3,303,433)	-
Reversal of capitalization of deficit to E&E assets	2,925,021	-
Write off of prepaid assets held in subsidiary	27,722	-

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HIGHROCK RESOURCES LTD.

Notes to Consolidated Financial Statements

(Expressed in Canadian dollars)

For the year ended January 31, 2025

10. Income taxes

A reconciliation of income taxes at statutory rates with the reported taxes is as follows;

	Year ended January 31, 2025	Year ended January 31, 2024
Net loss before income taxes for the year	$ (429,158)	$ (216,943)
Statutory Canadian corporate tax rate	27%	27%
Anticipated tax recovery	$ (115,873)	$ (58,574)
Non-deductible expenses	667	976
Share issuance cost	8,850	(21,370)
Change in unrecognized deductible temporary differences	105,795	78,872
Other	561	96
Total income tax expense (recovery)	$ -	$ -

The significant components of the Company's unrecognized deferred tax assets as follows:

	January 31, 2025	January 31, 2024
Non-capital losses carried forward - Canada	$ 230,753	$ 104,515
Non-capital losses carried forward - USA	1,268	-
Exploration and evaluation assets	(1)	(24,300)
Share issuance cost	19,865	17,096
	251,885	97,311
Unrecognized deferred tax assets	(251,885)	(97,311)
Net deferred tax liability	$ -	$ -

The Company has non-capital losses of $859,631 available to carry forward to reduce future years' income for income tax purposes. The losses expire from 2040 to 2045. Tax attributes are subject to review and potential adjustment by tax authorities.

11. Subsequent events

(i) On February 26, 2025, the Company entered into an agreement with related parties to set off related notes, summarized below:

Greencastle Resources Ltd. (Greencastle) and Derrick Dao (Dao) entered into a share purchase agreement dated May 25, 2024 (the "Dao SPA") pursuant to which Dao acquired all of the issued and outstanding shares in the capital of Liberty Uranium Corporation (Liberty Uranium) from Greencastle in consideration for an unsecured promissory note in favour of Greencastle in the amount of $100,000 (the "Dao Note");

Pursuant to a share purchase agreement (the "Atikokan SPA") dated June 15, 2024, between Liberty Uranium, Dao, as vendor, and Atikokan Resources Ltd. (Atikokan), as purchaser, Atikokan acquired all of the issued and outstanding shares in the capital of Liberty Uranium from Dao in consideration of 3,500,000 common shares in the capital of Atikokan and the assumption of the Dao Note thereby issuing an unsecured promissory note in favour of Greencastle in the amount of $100,000 (the "Atikokan Note");

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HIGHROCK RESOURCES LTD.

Notes to Consolidated Financial Statements

(Expressed in Canadian dollars)

For the year ended January 31, 2025

11. Subsequent events (cont'd)

Pursuant to a share purchase agreement (the "Highrock SPA") dated August 16, 2024, between Liberty Uranium, Atikokan, as vendor, and Highrock, as purchaser, Highrock acquired all of the issued and outstanding shares in the capital of Liberty Uranium from Atikokan in consideration of 6,000,000 common shares in the capital of Highrock and the assumption of the Atikokan Note thereby issuing an unsecured promissory note in favour of Atikokan in the amount of $100,000 (the "Highrock Note");

As all the notes are materially the same, the following terms were agreed to:

1. Capitalized terms in this Agreement and not otherwise defined shall have the meanings specified in the Highrock SPA.

2. The parties hereto agree that the Dao Note, the Atikokan Note and the Highrock Note, are hereby set-off and, as a result, the entire amount of the Dao Note and the Atikokan Note are hereby satisfied in all respects and extinguished.

3. Effective as of the Closing and on the date of this Agreement, Highrock hereby assumes and agrees to pay, discharge, perform and fulfil (in such manner as Highrock deems appropriate) all of the respective obligations and liabilities of Dao, with respect to the Dao Note

4. For greater certainty, Highrock has assumed all liability under the Dao Note and the Atikokan Note, and owes $100,000 to Greencastle in connection with the sale of all of the issued and outstanding shares of Liberty Uranium.

(ii) On May 21, 2025, the Company entered into an option agreement (the "Option Agreement") with an arm's length optionor (the "Optionor") effective as of May 12, 2025 (the "Effective Date"), pursuant to which the Company was granted an option (the "Option") to acquire seven (7) mining claims (116 units) (the "Property") located in the Minnitaki Lake area located between the towns of Dryden and Sioux Lookout in Northwestern Ontario.

Under the terms of the Option Agreement, the Company may exercise the Option to acquire 100% legal and beneficial interest in the Property in exchange for a mix of cash and common shares (each, a "Common Share") in the capital of the Company to the Optionor at a price of $0.05 per Common Share as follows:

• a cash payment in the amount of $8,000 on signing of the Option Agreement;
• 200,000 Common Shares issued to be issued to the Optionor on or before the seventh (7th) business day following the date of the Option Agreement;
• a cash payment in the amount of $12,000 on the date that is the first anniversary of the Option Agreement;
• a cash payment in the amount of $16,000 on the date that is the second anniversary of the Option Agreement; and
• a cash payment in the amount of $20,000 on the date that is the third anniversary of the Option Agreement.

In the event that the Option is exercised, the Company will grant a 1.5% net smelter returns royalty ("NSR") in favour of the Optionor. The Company retains the right to repurchase 0.5% of the NSR (reducing it to 1.0%) for $600,000 at any time after the NSR is granted.

• 20 -

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HIGHROCK RESOURCES LTD.

Notes to Consolidated Financial Statements

(Expressed in Canadian dollars)

For the year ended January 31, 2025

11. Subsequent events (cont'd)

(iii) On May 23, 2025, the Company issued to a non-arm's length creditor of the Company, Greencastle an interest bearing promissory note in the principal amount of $50,000. Greencastle is a significant shareholder and has a director in common with the Company. Interest on the outstanding Principal Amount of the Note will accrue from time to time of the Principal Amount until the Principal Amount is repaid in full at the rate per annum equal to the Prime Rate plus two per cent, calculated monthly, as well after as before maturity and both before and after default. The Principal Amount and any accrued and unpaid interest owing shall become due and be paid in full on December 31, 2025.

(iv) On May 23, 2025, the Company signed an agreement terminating the prior verbal agreement to pay a monthly fee of $5,000 to Greencastle for Management Advisory Services.

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