Goodbridge Capital Corp.
(to be renamed IDEX Metals Corp.)

FILING STATEMENT

Concerning the Qualifying Transaction
Involving the Acquisition by Goodbridge Capital Corp.
of the issued and outstanding shares of IDEX Metals Corp.

Dated as of May 20, 2025

Neither the TSX Venture Exchange Inc. (the "Exchange") nor any securities regulatory authority has in any way
passed upon the merits of the Qualifying Transaction described in this filing statement

Page

GLOSSARY OF TERMS...1
CAUTION REGARDING FORWARD-LOOKING STATEMENTS...10
SUMMARY...12
RISK FACTORS...15
GOVERNMENTAL REGULATIONS...16
REGULATORY REQUIREMENTS...16
ENVIRONMENTAL RISKS...16
SUBSTANTIAL CAPITAL REQUIREMENTS AND LIQUIDITY...17
MINERAL EXPLORATION IS SPECULATIVE AND UNCERTAIN AND INVOLVES A HIGH DEGREE OF RISK...17
MINERAL RESOURCES AND RESERVES...18
DEPENDENCE ON THE IDEX MATERIAL PROJECTS...18
COMMUNITY GROUPS...18
INFRASTRUCTURE...19
DEVELOPMENT AND OPERATING RISKS...19
RELIANCE ON MANAGEMENT AND DEPENDENCE ON KEY PERSONNEL...19
HEALTH AND SAFETY RISKS...19
LIMITED OPERATING HISTORY AND LACK OF PROFITS...19
FLUCTUATING MINERAL PRICES...20
CURRENCY FLUCTUATIONS...20
COMPETITION...20
CONFLICTS OF INTEREST...20
UNINSURABLE RISKS...20
LITIGATION...21
DIVIDENDS...21

INFORMATION CONCERNING THE ISSUER...21
CORPORATE STRUCTURE...21
GENERAL DEVELOPMENT OF THE BUSINESS...21
FINANCIAL INFORMATION AND MANAGEMENT’S DISCUSSION AND ANALYSIS...21
DESCRIPTION OF THE SECURITIES...22
STOCK OPTION PLAN...22
AGENT’S OPTIONS...22
PRIOR SALES...23
STOCK EXCHANGE PRICE...23
ARM’S LENGTH TRANSACTION...23
LEGAL PROCEEDINGS...23
AUDITOR, TRANSFER AGENT AND REGISTRAR...23
MATERIAL CONTRACTS...23

INFORMATION CONCERNING IDEX...24
CORPORATE STRUCTURE...24
GENERAL DEVELOPMENT OF THE BUSINESS OF IDEX...24
FREEZE PROJECT...26
AMIE PROJECT...33
PROPERTIES UNDER OPTION AND JOINT DEVELOPMENT...40
OTHER PROPERTY INTERESTS...40
SELECTED CONSOLIDATED FINANCIAL INFORMATION AND MANAGEMENT’S DISCUSSION AND ANALYSIS...41
DESCRIPTION OF THE IDEX SECURITIES...41
CONSOLIDATED CAPITALIZATION...44

PRIOR SALES ... 45
COMPENSATION OF EXECUTIVE OFFICERS ... 45
NON-ARM'S LENGTH PARTY TRANSACTIONS ... 48
LEGAL PROCEEDINGS ... 49
MATERIAL CONTRACTS ... 49

THE TRANSACTION ... 49

OVERVIEW ... 49
DESCRIPTION OF THE TRANSACTION ... 49
THE AMALGAMATION AGREEMENT ... 50

THE CONCURRENT FINANCINGS ... 52

THE SUBSCRIPTION RECEIPT FINANCING ... 52
THE UNIT FINANCING ... 53

INFORMATION CONCERNING THE RESULTING ISSUER ... 53

CORPORATE STRUCTURE ... 53
NARRATIVE DESCRIPTION OF THE BUSINESS ... 54
STATED BUSINESS OBJECTIVES ... 54
MILESTONES ... 54
SUMMARY PRO FORMA FINANCIAL INFORMATION ... 55
DESCRIPTION OF THE SECURITIES ... 55
PRO FORMA CONSOLIDATED CAPITALIZATION ... 56
FULLY DILUTED SHARE CAPITAL ... 56
AVAILABLE FUNDS AND PRINCIPAL PURPOSES ... 58
DIVIDENDS ... 58
PRINCIPAL SECURITYHOLDERS ... 58
DIRECTORS, OFFICERS AND PROMOTERS ... 59
MANAGEMENT ... 61
CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES ... 62
PENALTIES OR SANCTIONS ... 62
PERSONAL BANKRUPTCIES ... 62
CONFLICTS OF INTEREST ... 63
OTHER REPORTING ISSUER EXPERIENCE ... 63
EXECUTIVE COMPENSATION ... 64
INDEBTEDNESS OF DIRECTORS AND OFFICERS ... 65
INVESTOR RELATIONS ARRANGEMENTS ... 65
SECURITY BASED COMPENSATION ... 65
ESCROWED SECURITIES ... 70
AUDITOR, TRANSFER AGENT AND REGISTRAR ... 74

GENERAL MATTERS ... 74

SPONSORSHIP ... 74
EXPERTS ... 74
OTHER MATERIAL FACTS ... 74
BOARD APPROVAL ... 74

Schedule “A” - Audited annual financial statements of the Issuer for the years ended March 31, 2024 and 2023

Schedule “B” - Management’s Discussion and Analysis of the Issuer for the years ended March 31, 2024 and 2023

Schedule “C” - Unaudited interim financial statements of the Issuer for the nine months ended December 31, 2024

Schedule “D” - Management’s Discussion and Analysis of the Issuer for the nine months ended December 31, 2024

Schedule “E” - Audited annual financial statements of IDEX for the years ended July 31, 2024 and 2023

Schedule “F” - Unaudited interim financial statements of IDEX for the six months ended January 31, 2025

Schedule “G” - Management’s Discussion and Analysis of IDEX for the six months ended January 31, 2025 and for the years ended July 31, 2024 and 2023

Schedule “H” - Pro forma condensed Statement of Financial Position as at January 31, 2025.

GLOSSARY OF TERMS

The following is a glossary of certain defined terms used frequently throughout this Filing Statement. Terms and abbreviations used in the financial statements of the Issuer and IDEX are defined separately and the terms and abbreviations defined below are not used therein, except where otherwise indicated. Words importing the singular, where the context requires, include the plural and vice versa and words importing any gender include all genders.

“$” means Canadian dollars.

“Affiliate” means a company that is affiliated with another company as described below:

A company is an “Affiliate” of another company if:

(a) one of them is the subsidiary of the other, or
(b) each of them is controlled by the same Person.

A company is “controlled” by a Person if:

(a) voting securities of the company are held, other than by way of security only, by or for the benefit of that Person, and
(b) the voting securities, if voted, entitle the Person to elect a majority of the directors of the company.

A person beneficially owns securities that are beneficially owned by:

(a) a company controlled by that Person, or
(b) an Affiliate of that person or an Affiliate of any company controlled by that Person.

“Agency Agreement” means the agency agreement dated April 10, 2025 between IDEX, the Issuer, and the Agents with respect to the Concurrent Offerings.

“Agents” means, collectively, Canaccord Genuity Corp. Red Cloud Securities Inc. and Research Capital Corporation.

“Agent’s Warrants” means warrants issued to the Agents in connection with the Concurrent Financings allowing the holder to acquire Resulting Issuer Shares.

“Amalco” means the combined business entity resulting from the amalgamation of Goodbridge Sub and IDEX pursuant to the Transaction.

“Amalgamation” means the proposed amalgamation of IDEX and Goodbridge Sub pursuant to the Amalgamation Agreement.

“Amalgamation Agreement” means the Amalgamation Agreement dated November 28, 2024 between IDEX and the Issuer in respect of the Transaction.

“Amie Project” means IDEX’s Amie mineral project located in Owyhee County, Idaho.

“Amie Technical Report” means the technical report dated effective May 22, 2024 on the Amie Project prepared by Donald E. Cameron, PG, LG, SME-RM of Cameron Resource Consulting, LLC titled “Technical Report for the Amie Property, Owyhee County, Idaho, USA”.

“Associate” means, when used to indicate a relationship with a person or company:

(a) an issuer of which the person or company beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to outstanding securities of the issuer;

(b) any partner of the person or company;

(c) any trust or estate in which the person or company has a substantial beneficial interest or in respect of which a person or company serves as trustee or in a similar capacity; or

(d) in the case of a person, a relative of that person, including:

(i) that person’s spouse or child, or

(ii) any relative of the person or of his spouse who has the same residence as that person;

But

(e) where the Exchange determines that two persons will, or will not, be deemed to be associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination will be determinative of their relationships in the application of Rule D (as defined in applicable Exchange Policies) with respect to that Member firm, Member corporation or holding company.

“Awards” has the meaning set out in “Information Concerning the Resulting Issuer – Security Based Compensation”.

“BCBCA” means the Business Corporations Act (British Columbia).

“Black-Out Period” means a period of time formally imposed by the Resulting Issuer pursuant to its internal trading policies as a result of the bona fide existence of undisclosed material information, pursuant to which Participants are prohibited from exercising, redeeming or settling their Awards, provided that any Black-Out Period must expire following the general disclosure of the undisclosed material information;

“BLM” means the United States Bureau of Land Management.

“Caesar Holdings” has the meaning set out under “Information Concerning the Resulting Issuer” – “Investor Relations Agreements”.

“Caesar Holdings Agreement” has the meaning set out under “Information Concerning the Resulting Issuer” – “Investor Relations Agreements”.

“Canaccord” means Canaccord Genuity Corp., as the co-lead agent and sole bookrunner for the Concurrent Financings.

“Cash Fee” has the meaning set out under “Concurrent Financings” – “The Subscription Receipt Financing”.

“CEO” means Chief Executive Officer.

“Certificate” has the meaning set out under “Information Concerning IDEX” – “Description of the IDEX Securities” – “RSUs”.

“CFO” means Chief Financial Officer.

“Charitable Stock Option” means a stock option granted by an issuer to an Eligible Charitable Organization.

“Closing” means the closing of the Transaction.

“Closing Date” means the date on which the Transaction and the Unit Financing is to be completed, which the Issuer expects will be on or about May 30, 2025, or such other date as agreed to by the Issuer and IDEX.

“company” unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual.

“Completion of the Qualifying Transaction” means the date the Final Exchange Bulletin is issued by the Exchange with respect to the closing of the Transaction.

“Concurrent Financings” means the Subscription Receipt Financing and the Unit Financing.

“Consolidation” means the consolidation of the Goodbridge Shares on the basis of one (1) post-consolidation Goodbridge Share for every three (3) pre-consolidation Goodbridge Shares, to be completed prior to the Closing.

“Control Person” means any person or company that holds or is one of a combination of persons or companies that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer.

“COO” means the Chief Operating Officer.

“CPC” means a corporation:

(a) that has been incorporated or organized in a jurisdiction in Canada;

(b) that has filed and obtained a receipt for a preliminary CPC prospectus from one or more of the securities regulatory authorities in compliance with the CPC Policy; and

I that has not yet completed a Qualifying Transaction.

“CPC Escrow Agreement” means the Exchange Form 2F CPC Escrow Agreement dated August 25, 2022 among the Issuer, the Transfer Agent and certain shareholders of Goodbridge, pursuant to which the CPC Escrow Securities are currently held in escrow.

“CPC Escrow Securities” means the 2,000,000 Goodbridge Shares subject to escrow under the CPC Escrow Agreement.

“CPC Policy” means Exchange Policy 2.4 Capital Pool Companies.

“Effective Time” means the effective time of the Transaction as set forth in the Certificate of Amalgamation issued to Amalco under the BCBCA.

“Eligible Charitable Organization” has the meaning ascribed to it in Exchange Policy 4.4 Security Based Compensation.

“Eligible Participants” has the meaning set out in “Information Concerning the Resulting Issuer – Security Based Compensation”.

“Escrow Deadline” means 5:00 p.m. (Toronto time) on June 9, 2025.

“Escrow Release Conditions” means, collectively:

(a) the receipt of all required corporate, shareholder and regulatory approvals in connection with the Transaction, including, without limitation, the conditional approval of the Exchange for the listing of the Resulting Issuer Shares and any relevant listing documents having been accepted for filing with the Exchange;

(b) the completion or the satisfaction of all conditions precedent to the Transaction, substantially in accordance with the Amalgamation Agreement, to the satisfaction of the Agents;

(c) the delivery of a legal opinion to counsel to IDEX or the Resulting Issuer, in such form as acceptable to the Agents, that the Resulting Issuer Shares and Resulting Issuer Warrants will not be subject to a hold period under applicable securities legislation, other than in respect of control trades; and

(d) IDEX and Canaccord having delivered a joint notice to Odyssey, acting as the escrow agent, confirming that the conditions set forth in (a) and (b) above have been met or waived.

“Escrowed Funds” has the meaning set out under “Concurrent Financings” – “The Subscription Receipt Financing”.

“Escrowed Proceeds” has the meaning set out under “Concurrent Financings” – “The Subscription Receipt Financing”.

“Excalibur” has the meaning set out under “Information Concerning IDEX” – “General Development of the Business of IDEX” – “Three Year History”.

“Excalibur Sub” has the meaning set out under “Information Concerning IDEX” – “General Development of the Business of IDEX” – “Three Year History”.

“Exchange” means the TSX Venture Exchange Inc.

“Filing Statement” means this filing statement dated May 20, 2025, together with all Schedules.

“Final Exchange Bulletin” means the Exchange bulletin issued following closing of the Qualifying Transaction and the submission of all required documentation which evidences the final Exchange acceptance of the Qualifying Transaction.

“Freeze Project” means IDEX’s Freeze mineral property located in Washington and Adams counties in the State of Idaho.

“Freeze Technical Report” means the technical report dated effective November 8, 2024 on the Freeze Project prepared by Donal E. Cameron, P.G. titled “Technical Report for the Freeze Property, Washington and Adams Counties, Idaho, USA”.

“Goodbridge Board” means the board of directors of Goodbridge.

“Goodbridge Shareholders” means the holders of the Goodbridge Shares.

“Goodbridge Shares” means common shares in the capital of the Issuer.

“Goodbridge Sub” Means a wholly-owned subsidiary corporation of Goodbridge, to be incorporated under the laws of the Province of British Columbia for the purposes of the Transaction.

“Goodbridge Unit” means one unit of Goodbridge issued in connection with the Unit Financing comprised of one Goodbridge Share and one-half of a Goodbridge Warrant.

“Goodbridge Warrant” means warrants exercisable to acquire Goodbridge Shares.

“IDEX” means IDEX Metals Corp., a British Columbia company.

“IDEX Board” means the board of directors of IDEX.

“IDEX Financial Statements” has the meaning set out under “Selected Consolidated Financial Information and management’s Discussion and Analysis” – “Selected Financial Information of IDEX”

“IDEX Finder’s Warrants” has the meaning set out under “Information Concerning IDEX” – “Three Year History”.

“IDEX Material Projects” means the Freeze Project and the Amie Project.

“IDEX Option Plan” has the meaning set out under “Information Concerning IDEX” – “Description of the IDEX Securities” – “Options”.

“IDEX Options” means stock options exercisable to acquire IDEX Shares.

“IDEX Promissory Notes” has the meaning set out under “Information Concerning IDEX” – “Description of the IDEX Securities” – “Promissory Notes”.

“IDEX RSU Plan” has the meaning set out under “Information Concerning IDEX” – “Description of the IDEX Securities” – “RSUs”.

“IDEX RSUs” means restricted share units allowing the holder to acquire IDEX Shares.

“IDEX Shares” means Class A shares in the capital of IDEX.

“IDEX Shareholders” means the holders of the IDEX Shares.

“IDEX Subscription Receipts” means the subscription receipts of IDEX issued in connection with the Subscription Receipt Financing, each of which will be convertible into one unit of IDEX comprised of one IDEX Share and one-half of an IDEX Warrant.

“IDEX Units” has the meaning set out under “Information Concerning IDEX” – “Three Year History”.

“IDEX Warrants” means unexercised warrants to acquire IDEX Shares issued pursuant to the Warrant Indenture in connection with the conversion of the IDEX Subscription Receipts.

“IPO” means the initial public offering of the Issuer completed on February 22, 2023.

“Issuer” or “Goodbridge” means Goodbridge Capital Corp., a capital pool corporation existing under the laws of the Province of British Columbia.

“Long Canyon Property” has the meaning set out in “Information Concerning IDEX – Properties under Option and Joint Development – Long Canyon Property”.

“Long Canyon SPA” has the meaning set out in “Information Concerning IDEX – Properties under Option and Joint Development – Long Canyon Property”.

“Market One” has the meaning set out under “Information Concerning the Resulting Issuer” – “Investor Relations Agreements”.

“Market One Agreement” has the meaning set out under “Information Concerning the Resulting Issuer” – “Investor Relations Agreements”.

“Name Change” has the meaning set out in “Description of the Transaction” – “The Name Change”.

“NEO” has the meaning set out in “Information Concerning IDEX – Compensation of Executive Officers – Named Executive Officer”.

“NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

“Non Arm’s Length Qualifying Transaction” has the meaning set out in the policies of the Exchange.

“Odyssey” means Odyssey Trust Company, acting as the escrow agent, the subscription receipt agent under the Subscription Receipt Agreement, and the warrant agent under the Warrant Indenture.

“Omnibus Incentive Plan” means the proposed omnibus equity incentive compensation plan of the Resulting Issuer to be effective following the completion of the Qualifying Transaction.

“Outside Date” means May 31, 2025.

“Participant’s Account” means an account maintained for each Participant’s participation in Resulting Issuer RSUs under the Omnibus Incentive Plan;

“Participants” means Eligible Participants that are granted Awards under the Omnibus Incentive Plan;

"Performance Criteria"
means criteria established by the Resulting Issuer Board which, without limitation, may include criteria based on the Participant's personal performance and/or the financial performance of the Resulting Issuer and/or of its Affiliates, and that may be used to determine the vesting of the Awards, when applicable.

"Performance Period"
means the period determined by the Resulting Issuer Board in which any Performance Criteria and other vesting conditions must be met in order for a Participant to be entitled to receive shares in exchange for all or a portion of the RSUs held by such Participants.

"Person"
means a company or individual.

"Principal"
has the meaning set out in the policies of the Exchange.

"QT Escrow Agreement"
means the escrow agreement which is expected to be entered into prior to the Completion of the Qualifying Transaction among the Issuer, the Transfer Agent and certain shareholders of the Resulting Issuer pursuant to which the QT Escrow Securities will be held in escrow.

"QT Escrow Securities"
means the 6,300,000 Resulting Issuer Shares, 950,000 Resulting Issuer Options and 1,650,000 Resulting Issuer RSUs to be subject to escrow under the QT Escrow Agreement, as set out under "Information Concerning the Resulting Issuer – Escrowed Securities – QT Escrow Securities."

"Qualified Person"
has the meaning set out in NI 43-101.

"Qualifying Transaction"
means a transaction where a CPC acquires Significant Assets other than cash, by way of purchase, amalgamation, merger or arrangement with another company or by other means.

"RES"
means Ridgeline Exploration Services Inc.

"Restriction Period"
means the applicable restriction period in respect of a particular RSU award pursuant to the Omnibus Incentive Plan, as determined by the Resulting Issuer Board but in all cases shall end no later than December 31 of the calendar year, which is three (3) years after the calendar year in which the Award is granted

"Resulting Issuer"
means the Issuer, which was formerly a CPC, that exists upon Closing, to be renamed "IDEX Metals Corp."

"Resulting Issuer Agent's Options"
means options exercisable to purchase Resulting Issuer Shares that were issued to the agents in connection with the IPO.

"Resulting Issuer Board"
means the board of directors of the Resulting Issuer.

"Resulting Issuer Options"
means stock options exercisable to purchase Resulting Issuer Shares.

"Resulting Issuer RSUs"
means RSUs allowing the holder to acquire Resulting Issuer Shares.

"Resulting Issuer Shares"
means common shares in the capital of the Resulting Issuer.

"Resulting Issuer Warrants"
means warrants allowing the holder to acquire Resulting Issuer Shares.

“RSU” means restricted share units.

“RSU Grant Agreement” means a written letter agreement between the Resulting Issuer and a Participant evidencing a grant of RSUs and the terms and conditions thereof, pursuant to the Omnibus Incentive Plan.

“RSU Vesting Determination Date” means the date on which the Resulting Issuer Board determines if the Performance Criteria and/or other vesting conditions with respect to a RSU have been met.

“Scout” means Scout Exploration Services.

“Security Based Compensation Plans” Has the meaning ascribed to it in Exchange Policy 4.4 Security Based Compensation.

“Significant Assets” means one or more assets or businesses which, when purchased, optioned or otherwise acquired by the CPC, together with any other concurrent transactions, would result in the CPC meeting the initial listing requirements of the Exchange.

“Silver Rock Option Agreement” has the meaning set out under “Information Concerning IDEX” – “General Development of the Business of IDEX” – “Three Year History”.

“Silver Rock Property” has the meaning set out under “Information Concerning IDEX” – “Other Property Interests” – Silver Rock Property”.

“Sponsor” has the meaning set out in the policies of the Exchange.

“SRR” Silver Rock Resources, Inc. a wholly-owned subsidiary of IDEX organized under the laws of the state of Idaho.

“SSRR” has the meaning set out under “Escrowed Securities” – “Seed Share Resale Restrictions”.

“Stock Option Plan” means the amended and restated stock option plan of the Issuer, dated August 25, 2022.

“Subscription Receipt Agreement” has the meaning set out under “Concurrent Financings” – “The Subscription Receipt Financing”.

“Subscription Receipt Financing” means the brokered private placement of 8,820,000 IDEX Subscription Receipts at a price of $0.50 per IDEX Subscription Receipt for gross proceeds of $4,410,000 which closed on April 10, 2025.

“Termination Event” has the meaning set out under “Concurrent Financings” – “The Subscription Receipt Financing”.

“Transaction” means the proposed amalgamation of IDEX and Goodbridge Sub, pursuant to which the Issuer will acquire the issued and outstanding IDEX Shares in consideration for the issuance of the post-Consolidation Goodbridge Shares in accordance with the terms of the Amalgamation Agreement.

“Transfer Agent” means the Issuer’s transfer agent and registrar, Odyssey Trust Company.

“Unit Financing” means the brokered private placement of 1,200,000 Goodbridge Units at a price of $0.50 per Goodbridge Unit for gross proceeds of $600,000.

"USCM" has the meaning set out in "Information Concerning IDEX – Properties under Option and Joint Development – Long Canyon Property".

"USCM Shares" means common shares in the capital of USCM.

"USFS" has the meaning set out in "Information Concerning IDEX – Freeze Project – Property Description and Location".

"US$" means United States dollars.

"Warrant Indenture" means the warrant indenture dated April 10, 2025 entered into between the Issuer, IDEX and Odyssey, as warrant agent, governing the creation and issue of the IDEX Warrants, Goodbridge Warrants and the Resulting Issuer Warrants in connection with the Concurrent Financings.

10 -

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Filing Statement are forward-looking statements or information (collectively “forward-looking statements”) within the meaning of applicable securities legislation. We are hereby providing cautionary statements identifying important factors that could cause the actual results to differ materially from those projected in the forward-looking statements. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements.

Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “expects”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

Forward-looking statements in this Filing Statement include, but are not limited to:

statements related to the completion of the Transaction and the events related thereto and contingent thereon;
statements related to the completion of the Concurrent Financings;
information with respect to our future financial and operating performance and that of our affiliates and subsidiaries;
the proposed use of proceeds available to the Resulting Issuer;
future exploration and development activities, and the costs and timing of those activities;
timing and receipt of approvals, consents and permits under applicable legislation;
our assessment of potential environmental liabilities and regulatory issues;
results of future development drilling;
metals prices;
adequacy of financial resources;
statements in respect of the proposed composition of the management of the Resulting Issuer and our expected executive compensation; and
escrow and resale restrictions that will be applicable to the securities of the Resulting Issuer.

Forward-looking statements are based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. We believe that the assumptions and expectations reflected in such forward-looking information are reasonable. Assumptions have been made regarding, among other things: our ability to carry on development activities, the timely receipt of required approvals, the price of metals, our ability to operate in a safe, efficient and effective manner and our ability to obtain financing as and when required and on reasonable terms. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used.

By their nature, forward-looking statements involve numerous inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes may not occur or may be delayed. The risks,

11 -

uncertainties and other factors, many of which are beyond the control of the Issuer, IDEX or the Resulting Issuer, that could influence actual results include, are listed under “Risk Factors”, which include governmental regulations; environmental risks; licenses and permits; substantial capital requirements and liquidity; the speculative nature of mineral exploration; no mineral resources or reserves; dependence on the IDEX Material Projects; the influence of certain community groups; the availability of appropriate infrastructure; development and operating risks; reliance on management and dependence on key personnel; health and safety risks; limited operating history and a lack of profits; fluctuating mineral prices; currency fluctuations; competition; conflicts of interest; uninsurable risks; litigation; dividends; and other factors beyond the control of the Issuer, IDEX or the Resulting Issuer.

Our forward-looking statements are based on the reasonable beliefs, expectations and opinions of management on the date of this Filing Statement. Although we have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There is no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking statements. We do not undertake to update any forward-looking statements, except as, and to the extent required by, applicable securities laws.

12 -

SUMMARY

The following is a summary of information relating to the Issuer, IDEX and the Resulting Issuer (assuming completion of the Transaction and the Concurrent Financings) and should be read together with the more detailed information and financial data and statements contained elsewhere in this Filing Statement

The Issuer

The Issuer is a company incorporated under the BCBCA and is a CPC established in accordance with the rules and policies of the Exchange. At present, the Issuer does not own any assets other than cash. Since its incorporation, the sole activities of the Issuer have been to identify, evaluate, and acquire assets, properties or businesses which could constitute a Qualifying Transaction. See “Information Concerning the Issuer”.

Summary of Qualifying Transaction

The Issuer has entered into the Amalgamation Agreement whereby it will acquire the issued and outstanding IDEX Shares from the IDEX Shareholders in consideration for the issuance of an aggregate 36,192,113 post-Consolidation Goodbridge Shares to the IDEX Shareholders (excluding securities issued in connection with the Concurrent Financings, representing approximately 76.08% of the issued and outstanding Resulting Issuer Shares on an undiluted basis). See “The Transaction”.

Upon completion of the Transaction, completion of the Concurrent Financings and the conversion of the Subscription Receipts, the capitalization of the Resulting Issuer will be as follows:

Description of Security	Number of Securities
Resulting Issuer Shares	47,572,779
Resulting Issuer Options	1,736,067
Resulting Issuer Agent’s Options	69,400
Resulting Issuer Warrants	6,520,086
Resulting Issuer RSUs	4,100,000

For additional information, please see “Information Concerning the Resulting Issuer — Fully Diluted Share Capital.”

Concurrent Financings

The Concurrent Financings consists of both the Subscription Receipt Financing and the Unit Financing, for aggregate gross proceeds of $5,010,000. See “The Concurrent Financings”.

Arm’s Length Transaction

The Transaction will be carried out by parties dealing at arm’s length to one another and therefore will not be a Non-Arm’s Length Qualifying Transaction.

13 -

Directors and Management

Following the completion of the Transaction, it is anticipated that all of the current officers and directors of the Issuer will resign from their respective positions with the Issuer. It is currently anticipated that the management of the Resulting Issuer will include each of Clayton Fisher (CEO), Eric Tsung (CFO and Corporate Secretary), Sharyn Alexander (VP, Corporate Development), and David Hladky (VP, Exploration). The board of directors of the Resulting Issuer is expected to consist of Clayton Fisher, Johnathan Dewdney, Simon Dyakowski and Anne Labelle. See “Information Concerning the Resulting Issuer — Directors, Officers, and Promoters”.

IDEX

IDEX was incorporated under the provisions of the Business Corporations Act (British Columbia) on May 19, 2021 and currently has outstanding 36,192,113 IDEX Shares, IDEX Options to purchase up to an additional 1,600,000 IDEX Shares, IDEX Warrants to purchase up to an additional 1,120,186 IDEX Shares, and IDEX RSUs to acquire up to an additional 4,100,000 IDEX Shares. IDEX holds a number of mineral claims in the state of Idaho, with its principal properties being the Freeze Project and the Amie Project. See “Information Concerning IDEX”.

The Freeze Project

The Freeze project, located in Washington County, Idaho, is within 5 km of Hercules Silver’s Leviathan Porphyry Copper Discovery. The land package is comprised of 153 lode claims, totalling an area of 12 km². The project is 100% owned by IDEX and is located entirely on United States Forest Service (USFS) land. Work to date has identified a large copper-in-soil anomaly that has a 2 km strike length and occurs over a quartz-eye porphyritic granodiorite intrusion. The property contains evidence of historical mining and exploration including workings such as historic pits, trenches, and dumps. No known drilling or geophysical surveys have been conducted on the property to date. Future work will consist of additional geochemical sampling, geological mapping, and an Induced Polarization (IP) survey over prospective geological targets. See “Information Concerning IDEX — The Freeze Project.”

The Amie Project

The Amie project is located 15 km south of the community of Oreana, Owyhee County, Idaho. The land package is comprised of 53 lode claims, totalling an area of 5 km². The project is 100% owned and is located entirely on Bureau of Land Management (BLM) land. The project is prospective for high-grade epithermal gold-silver mineralization and is located approximately 36 kilometers from Integra Resources’ DeLamar project and the 13 istoryic DeLamar mine. Historical workings have been located on the property by IDEX geologists, including 11 adits, 4 shafts and 46 test pits. Work to date has focused on ground-truthing the geology and mineralization of historical workings and mineral showings. See “Information Concerning IDEX — The Amie Project.”

Reason for the Transaction

The Transaction will enable the shareholders of the Resulting Issuer to participate in a company whose primary business is the exploration and development of projects in the State of Idaho. The Transaction will result in the acquisition of an entity that is the 100% legal and beneficial holder of the Freeze Project and the Amie Project, both with development potential, being managed by directors and officers who have experience in: (i) the mining industry; (ii) financing in public markets; and (iii) operation of a public company.

Approval of Directors

The Goodbridge Board has reviewed and approved the terms and conditions of the Transaction and has concluded that they are fair and reasonable and are in the best interests of the Issuer.

Interests of Insiders, Promoters or Control Persons

The Principals of Goodbridge currently hold 2,000,000 Goodbridge Shares. No Insider, promoter or Control Person of Goodbridge and no Associate or Affiliate of the same, has any interest in the Transaction other than (i) that which arises from their holdings of Goodbridge Shares or IDEX Shares, or (ii) as otherwise disclosed herein.

14 -

Available Funds

As of March 31, 2025, and after giving effect to the Transaction and the Concurrent Financings, the Resulting Issuer will have an estimated working capital of approximately $4,041,000. See “Available Funds and Principal Purposes”.

Use of Available Funds

It is the Resulting Issuer’s intention to use the available funds to fund operations after the Completion of the Qualifying Transaction as follows:

Use of Available Funds	Amount of Funds
Freeze Project Work Program	$1,140,000^{(1)}
Amie Project Work Program	$265,000^{(1)}
Costs relating to mining projects	$486,000^{(2)}
General and administrative costs	$1,240,000
Estimated costs to complete the Transaction	$100,000
Unallocated working capital	$810,000
Total	$4,041,000

(1) Converted from USD to CAD based on the Bank of Canada daily exchange rate on March 31, 2025 of USD $1.00 = CAD $1.4376.
(2) Consists of (i) US$58,000 to be spent on geophysics on the Mineral Mountain Project, (ii) US$174,000 for BLM claim maintenance fees, and (iii) US$106,000 for Idaho Department of Lands lease payments.

The Resulting Issuer’s working capital will be sufficient to fund its planned operations for at least the next twelve months, including funding for the first phase programs for the IDEX Material Projects.

Pending utilisation of the available funds, the Resulting Issuer intends to invest the funds in short term, interest bearing instruments.

The Resulting Issuer intends to use the available funds as indicated above. There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary. See “Available Funds and Principal Purposes”.

Selected Pro Forma Consolidated Information

The following table sets out the pro forma financial information of the Resulting Issuer as of January 31, 2025 after giving effect to the Transaction and should be read in conjunction with the pro forma condensed consolidated financial statements of the Resulting Issuer attached as Schedule “H”.

Current assets	$4,948,707
Total assets	$5,943,338
Current liabilities	$782,426
Long-term liabilities	$782,426
Total Shareholders’ Equity	$5,160,912
Total Liabilities and Shareholders’ Equity	$5,943,338

15 -

Market for Securities

The Goodbridge Shares are currently listed on the Exchange under the symbol GODB.P. The price of the Goodbridge Shares on the last day the Goodbridge Shares traded prior to the announcement of the Transaction was $0.12. The Goodbridge Shares have been halted from trading on the Exchange since May 27, 2024. See “Stock Exchange Price”.

Conflicts of Interest

Directors or officers of the Resulting Issuer may, from time to time, serve as directors or officers of, or participate in ventures with other companies involved in natural resource development. Accordingly, conflicts of interest may arise which could influence these persons in evaluating possible acquisitions or in generally acting on behalf of the Resulting Issuer, notwithstanding that they will be bound by the provisions of the BCBCA to act at all times in good faith in the interests of the Resulting Issuer and to disclose such conflicts to the Resulting Issuer if and when they arise. As of the date of this Filing Statement, to the best of its knowledge, the Issuer is not aware of the existence of any conflicts of interest between the Issuer and any of the directors or officers of the Issuer.

Sponsor for the Qualifying Transaction

The Exchange has provided the Issuer with an exemption from the requirement to obtain a Sponsor in connection with the transactions contemplated herein.

Exchange Approval

The Exchange has conditionally accepted the Transaction subject to the Issuer fulfilling all of the requirements of the Exchange on or before August 14, 2025.

Interests of Experts

To the best of the Issuer’s knowledge, no direct or indirect interest in the Issuer is held or will be received by any expert. Refer to “Experts” for more information.

Risk Factors

An investment in the Resulting Issuer following completion of the Transaction involves a substantial degree of risk and should be regarded as highly speculative due to the nature of the business of the Issuer and the Resulting Issuer. The risks, uncertainties and other factors, many of which are beyond the control of the Resulting Issuer, that could influence actual results include, but are not limited to risks relating to the following: governmental regulations; environmental risks; licenses and permits; substantial capital requirements and liquidity; the speculative nature of mineral exploration; no mineral resources or reserves; dependence on the IDEX Material Projects; the influence of certain community groups; the availability of appropriate infrastructure; development and operating risks; reliance on management and dependence on key personnel; health and safety risks; limited operating history; fluctuating mineral prices; currency fluctuations; competition; conflicts of interest; uninsurable risks; litigation; dividends; and other factors beyond the control of the Issuer, IDEX or the Resulting Issuer. For a detailed description of certain risk factors relating to the Transaction and the ownership of Resulting Issuer Shares, which should be carefully considered before making an investment decision, see “Risk Factors”.

Currency

In this Filing Statement, references to “$” or “dollars” are to the lawful currency of Canada, unless otherwise stated. All references to “USD” are to the lawful currency of the United States.

RISK FACTORS

The following are certain risk factors relating to the business of the Issuer assuming completion of the Transaction, which factors investors should carefully consider when making an investment decision concerning the Goodbridge Shares or Resulting Issuer Shares. These risks and uncertainties are not the only ones facing the Resulting Issuer. Additional risks and uncertainties not presently known to the Issuer, or that the Issuer currently deems immaterial, may also impair the operations of the Resulting Issuer. If any such risks actually occur, the financial condition,

16 -

liquidity and results of operations of the Resulting Issuer could be materially adversely affected and the ability of the Resulting Issuer to implement its growth plans could be adversely affected.

An investment in the Resulting Issuer is speculative. An investment in the Resulting Issuer will be subject to certain material risks and investors should not invest in securities of the Resulting Issuer unless they can afford to lose their entire investment.

Governmental Regulations

The activities of the Resulting Issuer in connection with the claims for the Amie Project and the Freeze Project will be subject to governmental approvals, various laws governing development, land resumptions, production taxes, labour standards and occupational health, mine safety, toxic substances and other matters. Although the Issuer believes that activities on their projects are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail development or production. Amendments to current laws and regulations governing operations and activities of mining, or more stringent implementation thereof, could have a material adverse impact on the business, operations and financial performance of the Resulting Issuer. Further, the claims and any future claims and permits may be subject to conditions which, if not satisfied, may lead to the revocation of such claims and permits. In the event of revocation, the value of the Resulting Issuer's investments in IDEX's projects will decline. If the Reporting Issuer does not comply with local and national laws and regulations, the Government could conduct a review into the activities of the Reporting Issuer and may revoke land use rights of the Resulting Issuer.

Regulatory Requirements

The proposed or future activities of the Resulting Issuer will require licenses and permits from various governmental authorities, and such operations are and will be governed by laws and regulations governing exploration, development, production, taxes, labour standards, occupational health, waste disposal, toxic substances, land and water use, environmental protection, site safety and other matters. Companies engaged in the exploration and development of mineral properties generally experience increased costs and delays in development and other schedules as a result of the need to comply with the applicable laws, regulations and permits. There can be no assurance that all licenses and permits which the Resulting Issuer may require for the facilities and conduct of development operations will be obtainable on reasonable terms or that such laws and regulation would not have an adverse effect on IDEX's projects.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing activities to cease or be curtailed and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in development and production operations may be required to compensate those suffering loss or damage by reason of the development and production activities and may have civil or criminal fines or penalties imposed upon them for violation of applicable laws or regulations. Amendments to current laws, regulation and permits governing operations and activities of mineral companies, or more stringent implementation thereof, could have a material adverse impact on the Resulting Issuer and cause increases in capital expenditures and development costs or require abandonment or delays in the development of IDEX's projects.

The Resulting Issuer may encounter regulatory and/or permitting delays. The Resulting Issuer will utilize its best efforts to ensure timely application for any government licenses and permits necessary for carrying out its operations on its projects. However, its past ability to obtain all necessary licenses and permits in a timely fashion is not a guarantee of future results as events like bureaucracy and minor changes in legislation that are beyond the Resulting Issuer's control could substantially impede the timing of receiving essential permits and delay or stall the Resulting Issuer's exploration efforts.

Environmental Risks

The Resulting Issuer's exploration and development activities on IDEX's projects will, in general, be subject to approval by regulatory bodies. Additionally, all phases of the mining business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of international conventions and federal and state

17 -

and municipal laws and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with mining operations. The legislation also requires that facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs.

If the environmental laws and regulations relating to the Resulting Issuer's activities were to change, or the enforcement of such laws and regulations were to become more rigorous, the Resulting Issuer could be required to incur significant expenditures to comply, which could have a material adverse effect on its future cash, flows, earnings, results of operations and financial condition, its ability to develop projects further, and increase its reserves and resources.

Substantial Capital Requirements and Liquidity

The Resulting Issuer will have limited financial resources, no operations and no revenues. If the Resulting Issuer's exploration and development on any or all of its mining projects are successful, substantial additional funds will be required for the purposes of further development and future operations. No assurances can be given that the Resulting Issuer will be able to raise the additional funding that may be required for such activities on acceptable terms or at all. Mineral prices, environmental rehabilitation or restitution, revenues, taxes, transportation costs, capital expenditures and operating expenses and geological results are all factors which will have an impact on the amount of additional capital that may be required. To meet such funding requirements, the Resulting Issuer may be required to undertake additional equity financing, which would be dilutive to shareholders. Debt financing, if available, may also involve restrictions on financing and operating activities. If the Resulting Issuer is unable to obtain additional financing as needed, it may be required to reduce the scope and/or amend the timing of its development plans and/or operations.

Mineral exploration is speculative and uncertain and involves a high degree of risk

The exploration for, and development of, mineral deposits involves a high degree of risk, which even a combination of careful evaluation, experience and knowledge may not eliminate. Few properties which are explored are ultimately developed into producing mines. Resource exploration and development is a speculative business, characterized by a number of significant risks, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits, but also from finding mineral deposits that, although present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by the Resulting Issuer may be affected by numerous factors that are beyond the control of the Resulting Issuer and that cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection, the combination of which factors may result in the Resulting Issuer not receiving an adequate return on investment capital.

All of the properties in which the Resulting Issuer has an interest in are without any mineral resources or mineral reserves. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure, metal prices, which fluctuate widely, and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The combination of these factors may result in the Resulting Issuer expending significant resources (financial and otherwise) on a property without receiving a return. There is no certainty that expenditures made by the Resulting Issuer towards the search and evaluation of mineral deposits will result in discoveries of an economically viable mineral deposit.

The Resulting Issuer's operations will be subject to all of the hazards and risks normally encountered in the exploration, development and production of minerals. These include unusual and unexpected geological formations, rock falls, seismic activity, flooding and other conditions involved in the extraction of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Although precautions to minimize risk will be taken, operations are subject to

18 -

hazards that may result in environmental pollution, and consequent liability that could have a material adverse impact on the business, operations and financial performance of the Resulting Issuer.

The long-term commercial success of the Resulting Issuer depends on the ability to explore, develop and commercially produce minerals from its properties and to locate and acquire additional properties worthy of exploration and development for minerals. No assurance can be given that the Resulting Issuer will be able to locate satisfactory properties for acquisition or participation. Moreover, if such acquisitions or participations are identified, the Resulting Issuer may determine that current markets, terms of acquisition and participation or pricing conditions make such acquisitions or participation uneconomic.

Mineral Resources and Reserves

There is no mineral resource or mineral reserve (as such terms are defined in NI 43-101) on either of the IDEX Material Projects. There can be no assurances that a resource or reserve will ever be estimated on either IDEX Material Project.

Because the Resulting Issuer has not defined or delineated any proven or probable reserves on any of its properties, any future mineralization estimates for the Resulting Issuer’s properties may require adjustments or downward revisions based upon further exploration or development work or actual production experience. In addition, the grade of ore ultimately mined, if any, may differ from that indicated by drilling results. There can be no assurance that minerals recovered in small-scale tests will be duplicated in large-scale tests under on-site conditions or in production scale.

Dependence on the IDEX Material Projects

The Resulting Issuer will be an exploration stage company and as such does not anticipate receiving revenue from its mineral properties for some time. The Resulting Issuer will be focused on the exploration and development of the IDEX Material Projects, which does not have any identified mineral resources or mineral reserves. Any adverse developments affecting the IDEX Material Projects could have a material adverse effect upon the Resulting Issuer and would materially and adversely affect any profitability, financial performance and results of operations of the Resulting Issuer.

Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. There is no assurance that the Resulting Issuer’s mineral exploration and development programs at the IDEX Material Projects or any of the Resulting Issuer’s other remaining properties will result in the definition of bodies of commercial mineralization. There is also no assurance that even if commercial quantities of mineralization are discovered that either of the IDEX Material Projects will be brought into commercial production. Failure to do so will have a material adverse impact on the Resulting Issuer’s operations and potential future profitability. The discovery of bodies of commercial mineralization is dependent upon a number of factors, not the least of which is the technical skill of the exploration personnel involved. The commercial viability of a mineral deposit once discovered is also dependent upon a number of factors, some of which are the particular attributes of the deposit (such as size, grade and proximity to infrastructure), metal prices and government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. Most of the above factors are beyond the Resulting Issuer’s control.

Community Groups

There is an ongoing level of public concern relating to the effects of mining on the natural landscape, on communities and on the environment. Certain non-governmental organizations, public interest groups and reporting organizations who oppose resource development can be vocal critics of the mining industry. Any such actions and the resulting media coverage could have an adverse effect on the reputation and financial condition of the Resulting Issuer or its relationships with the communities in which it operates, which could have a material adverse effect on the Resulting Issuer’s business, financial condition, results of operations, cash flows or prospects.

19 -

Infrastructure

Exploration, development and processing activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important elements of infrastructure, which affect access, capital and operating costs. The lack of availability on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay exploration or development of the IDEX Material Projects. If adequate infrastructure is not available in a timely manner, there can be no assurance that the exploration or development of the IDEX Material Projects will be commenced or completed on a timely basis, if at all. Furthermore, unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of necessary infrastructure could adversely affect our operations.

Development and Operating Risks

The development of minerals involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. There can be no guarantee that the estimates of quantities and qualities of minerals which may be disclosed will be economically recoverable. With all mining operations there is uncertainty and, therefore, risk associated with operating parameters and costs resulting from the scaling up of extraction methods tested in pilot conditions. Mineral development and production is speculative in nature.

The Resulting Issuer's operations will be subject to all of the hazards and risks normally encountered in the development and production of mineral properties. These include unusual and unexpected geological formations, rock falls, seismic activity, flooding and other conditions involved in the extraction of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Although precautions to minimize risk will be taken, operations are subject to hazards that may result in environmental pollution, and consequent liability that could have a material adverse impact on the business, operations and financial performance of the Resulting Issuer.

Reliance on Management and Dependence on Key Personnel

The success of the Resulting Issuer is currently largely dependent upon the performance of its directors and officers and the ability to attract and retain its key personnel. The loss of the services of these persons may have a material adverse effect on the Resulting Issuer's business and prospects. The Resulting Issuer will compete with numerous other companies for the recruitment and retention of qualified employees and contractors. There is no assurance that the Resulting Issuer can maintain the service of its directors and officers or other qualified personnel required to operate its business. Failure to do so could have a material adverse effect on the Resulting Issuer and its prospects.

The Resulting Issuer may also experience difficulty acquiring visas for foreign workers and key personnel which could have a material adverse effect on the Resulting Issuer and its operations.

Health and Safety Risks

The Resulting Issuer must comply with local and national health and safety laws, regulations, guidelines and permitting requirements where their projects are located. These laws are in place to protect the health and safety of employees while working at IDEX's projects. The possibility of more stringent laws or more rigorous enforcement of existing laws could have a material adverse effect on the Resulting Issuer's exploration activities and the viability of IDEX's projects, including the IDEX Material Projects.

Limited Operating History and Lack of Profits

The Resulting Issuer will be a relatively new company with limited operating history and no history of business or mining operations, revenue generation or production history. The Resulting Issuer has no history of earnings and has not commenced commercial production on any of its properties. The Resulting Issuer has experienced losses from operations and expects to continue to incur losses for the foreseeable future. There can be no assurance that the Resulting Issuer will be profitable in the future. The Resulting Issuer's operating expenses and capital expenditures are likely to increase in future years as needed consultants, personnel and equipment associated with advancing exploration, and, if permitted, development and, potentially, commercial production of its properties, are added. The

20 -

amounts and timing of expenditures will depend on the progress of ongoing exploration and development, the results of consultants' analyses and recommendations, the rate at which operating losses are incurred, the execution of any joint venture agreements with strategic partners, the Resulting Issuer's acquisition of additional properties, government regulatory processes and other factors, many of which are beyond the Resulting Issuer's control. The Resulting Issuer expects to continue to incur losses unless and until such time as its properties enter into commercial production and generate sufficient revenues to fund its continuing operations. The development of the Resulting Issuer's properties will require the commitment of substantial resources. There can be no assurance that the Resulting Issuer will generate any revenues or achieve profitability.

Fluctuating Mineral Prices

The economics of mineral development are affected by many factors beyond the Resulting Issuer's control including, commodity prices, the cost of operations, and fluctuations in the market price of minerals. Depending on the price of minerals, it may be determined that it is uneconomic to continue the Resulting Issuer's activities on either or both of the Freeze Project and the Amie Project.

Mineral prices are prone to fluctuations and the marketability of minerals is affected by government regulation relating to price, royalties, allowable production and the importing and exporting of minerals, the effect of which cannot be accurately predicted. There is no assurance that a profitable market will exist for the sale of any metals which may be identified on the IDEX Material Projects.

Currency Fluctuations

Currency fluctuations may materially affect the financial position and results of the Resulting Issuer. The Resulting Issuer's earnings and cash flow may also be affected by fluctuations in the exchange rate between the U.S. dollar and other currencies, such as the Canadian dollar. The Resulting Issuer will not engage in currency hedging to offset any risk of currency fluctuations.

Competition

There is competition within the mining industry for the discovery and acquisition of properties considered to have commercial potential. The Resulting Issuer will compete with other mining companies, many of which have greater financial, technical and other resources than the Resulting Issuer, for, among other things, the acquisition of minerals claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees and other personnel.

Conflicts of Interest

Certain of the proposed directors and officers of the Resulting Issuer engage in, and will continue to engage in, other business activities on their own behalf and on behalf of other companies (including mineral resource companies) and, as a result of these and other activities, such directors and officers of the Resulting Issuer may become subject to conflicts of interest.

Uninsurable Risks

Development and production operations on mineral properties involve numerous risks, including unexpected or unusual geological operating conditions, rock bursts, cave-ins, fires, floods, earthquakes and other environmental occurrences. Although the Resulting Issuer maintains insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all the potential risks associated with its operations and insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. It is not always possible to obtain insurance against all such risks and the Resulting Issuer may decide not to insure against certain risks because of high premiums or other reasons. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to the Resulting Issuer or to other companies in the mining industry on acceptable terms. Losses from these events may cause the Resulting Issuer to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

21 -

Litigation

The Resulting Issuer and/or its directors may be subject to a variety of civil or other legal proceedings, with or without merit. Defense and settlement costs can be substantial, even for claims that have no merit. Potential litigation may arise with respect to a property in which the Resulting Issuer is in the process of evaluating as a strategic investment and/or holds an interest directly or indirectly in exploring a mineral property now or in the future. The Resulting Issuer might not generally have any influence on the litigation nor will it necessarily have access to data. In the event that the litigation results in the cessation or reduction of exploration of a property (whether temporary or permanent), it could have a material and adverse effect on the Resulting Issuer's results of operations and financial condition. The litigation process is inherently uncertain, so there can be no assurance that the resolution of a legal proceeding will not have a material adverse effect on future cash flow, results of operations or financial condition of the Resulting Issuer.

Dividends

To date, neither the Issuer nor IDEX generates any earnings and neither has paid any dividends on their outstanding shares. Any decision to pay dividends on the shares of the Resulting Issuer will be made by its board of directors on the basis of the Resulting Issuer's earnings, financial requirements and other conditions. If the Resulting Issuer generates earnings in the foreseeable future, it expects that they would be retained to finance growth.

INFORMATION CONCERNING THE ISSUER

Corporate Structure

The Issuer was incorporated under the BCBCA on February 7, 2022. The full corporate name of the Issuer is "Goodbridge Capital Corp." The Issuer's head and registered office is located at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7, Canada.

General Development of the Business

The Issuer is a "Capital Pool Company" as that term is defined by the policies of the Exchange. The sole business of the Issuer since its incorporation has been to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and once identified and evaluated, to negotiate an acquisition or participation subject to any approvals as required under applicable corporate and securities laws and subject to acceptance by the Exchange so as to complete a Qualifying Transaction. Until the completion of the Transaction, the Issuer will not have business operations or any material assets other than cash and currently has no written or oral agreements in principle for the acquisition of an asset or business, other than the Amalgamation Agreement.

On February 22, 2023, the Issuer completed its initial public offering by issuing 2,082,000 Goodbridge Shares at a price of $0.10 per Goodbridge Share, for gross proceeds of $208,200. On February 24, 2023, the Goodbridge Shares were listed and posted for trading on the Exchange under the symbol "GODB.P"

On May 27, 2024, the Issuer entered into a non-binding letter of intent with IDEX. On November 28, 2024, the Issuer entered into the Amalgamation Agreement with IDEX. The Amalgamation Agreement contemplates the Issuer acquiring all the issued and outstanding IDEX Shares. See "The Transaction."

On April 10, 2025, the Issuer entered into the Agency Agreement, the Warrant Indenture, and the Subscription Receipt Agreement in connection with the Concurrent Financings. See "The Concurrent Financings".

Financial Information and Management's Discussion and Analysis

The Management's Discussion and Analysis of the Issuer as at and for the year ended March 31, 2024 and for the nine months ended December 31, 2024 are attached to this Filing Statement as Schedule "B" and Schedule "D", respectively. The management's discussion and analysis of the Issuer should be read in conjunction with the Issuer's audited financial statements, as at and for the year ended March 31, 2024 and for the nine months ended December

22 -

31, 2024, together with the notes thereto, incorporated by reference and attached to this Filing Statement as Schedule "A" and Schedule "C", respectively. A pro forma statement of financial position for the Issuer, which gives effect to the Transaction as at January 31, 2025, is attached to this Filing Statement as Schedule "H".

Description of the Securities

The authorized capital of the Issuer consists of an unlimited number of common shares without par value and an unlimited number of preferred shares without par value. As at the date of this Filing Statement, 4,082,000 Goodbridge Shares were issued and outstanding, of which 2,000,000 Goodbridge Shares were held in escrow pursuant to the CPC Escrow Agreement.

The holders of Goodbridge Shares are entitled to vote at all meetings of shareholders of the Issuer, to receive dividends if, as and when declared by the directors and, to participate rateably in any distribution of property or assets upon the liquidation, winding-up or other dissolution of the Issuer. The Goodbridge Shares carry no pre-emptive rights, conversion or exchange rights, or redemption, retraction, repurchase, sinking fund or purchase fund provisions. There are no provisions requiring a holder of Goodbridge Shares to contribute additional capital and no restrictions on the issuance of additional securities by the Issuer. There are no restrictions on the repurchase or redemption of Goodbridge Shares by the Issuer except to the extent that any such repurchase or redemption would render the Issuer insolvent.

Stock Option Plan

Goodbridge implemented the Stock Option Plan on August 25, 2022, pursuant to its initial public offering.

Under the terms of the Stock Option Plan, the Goodbridge Board may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers and technical consultants to the Issuer and Eligible Charitable Organizations, non-transferable options to purchase Goodbridge Shares, provided that the number of Goodbridge Shares reserved for issuance will not exceed 10% of the issued and outstanding Goodbridge Shares as at the date of grant of any such option, and that the exercise period does not exceed 10 years from the date of grant.

The number of Goodbridge Shares issuable to any individual director or officer will not exceed 5% of the issued and outstanding Goodbridge Shares as at the date of grant of such option. The number of Goodbridge Shares issuable at any given time to all technical consultants in aggregate will not exceed 2% of the issued and outstanding Goodbridge Shares as at the date of grant of such option. The number of Goodbridge Shares issuable at any given time to Eligible Charitable Organizations in aggregate will not exceed one percent (1%) of the issued and outstanding Goodbridge Shares as at the date of grant of such option.

The term of an option to purchase Goodbridge Shares must expire not later than 12 months after the optionee ceases to be a director, official or technical consultant of the Issuer, or of the Resulting Issuer, as the case may be, subject to any earlier expiry date of such option.

All options and Goodbridge Shares issued prior to the date of the Final Exchange Bulletin pursuant to the exercise of such options are subject to escrow under the CPC Escrow Agreement. In addition, all Goodbridge Shares issued on or after the date of the Final Exchange Bulletin pursuant to the exercise of an option granted prior to the Issuer's initial public offering with an exercise price that is less than the issue price of the initial public offering are also subject to escrow under the CPC Escrow Agreement.

As of the date of this Information Circular, the Issuer has 408,200 stock options outstanding.

Agent's Options

Pursuant to the agency agreement between Goodbridge and Research Capital Corporation ("Research"), Goodbridge issued to Research options to purchase up to 208,200 Goodbridge Shares at a price of $0.10 per Goodbridge Share exercisable for a period ending on February 22, 2028.

23 -

Prior Sales

Since incorporation, the Issuer has issued the following Goodbridge Shares:

Date	Price per Share ($)	Number of Goodbridge Shares
February 7, 2022	0.01	1^{(1)}
February 7, 2022	0.05	2,000,000^{(2)}
February 22, 2023	0.10	2,082,000^{(3)}

Notes:
(1) Initial incorporator’s share, which was subsequently repurchased for cancellation by the Issuer.
(2) All of these Goodbridge Shares were issued to Insiders or at a price below the IPO price of $0.10 per share and are subject to escrow pursuant to the CPC Escrow Agreement.
(3) These Goodbridge Shares were issued upon completion of the IPO.

Stock Exchange Price

The Goodbridge Shares are currently listed on the Exchange under the symbol GODB.P.V. There were no trades of Goodbridge Shares on the Exchange in the 12 months prior to the date of this Filing Statement.

Trading in the Goodbridge Shares was halted by CIRO on May 27, 2024 in connection with the announcement of the Transaction. The most recent trading price for the Goodbridge Shares prior to the trading halt was $0.12.

Arm’s Length Transaction

The proposed Transaction is not a Non-Arm’s Length Transaction.

Legal Proceedings

There are no material pending legal proceedings to which the Issuer is or is likely to be a party, or of which any of its property is the subject matter.

Auditor, Transfer Agent and Registrar

Auditor

The auditor of the Issuer is Charlton & Company, of 1111 – 1100 Melville Street, Vancouver, British Columbia V6E 4A6.

Transfer Agent and Registrar

The transfer agent and registrar for the Issuer is Odyssey Trust Company, of 230-300 5th Avenue SW, Calgary, Alberta T2P 3C4. Transfers of the Goodbridge Shares may be recorded in Vancouver, British Columbia.

Material Contracts

The Issuer has not entered into any contracts material to investors in the Goodbridge Shares other than contracts in the ordinary course of business, except:

the Agency Agreement dated April 10, 2025 between the Issuer, IDEX and the Agents;
the Subscription Receipt Agreement dated April 10, 2025 between the Issuer, Canaccord, IDEX and Odyssey;
the Warrant Indenture dated April 10, 2025 between the Issuer, IDEX and Odyssey;

24 -
the amended and restated stock option plan dated August 25, 2022, as further described under “Information Concerning the Issuer – Stock Option Plan”;
the CPC Escrow Agreement dated August 25, 2022 between the Issuer, Odyssey Trust Company and those shareholders that executed the CPC Escrow Agreement, as described under “Information Concerning the Resulting Issuer – Escrowed Securities – CPC Escrow Securities; and
the Amalgamation Agreement dated November 28, 2024 between IDEX and the Issuer, as described under “The Transaction – the Amalgamation Agreement”.

Copies of these agreements may be inspected without charge during regular business hours at McMillan LLP, 1500-1055 West Georgia St, Vancouver, British Columbia, until 30 days after the Completion of the Qualifying Transaction and may be found on SEDAR at www.sedarplus.ca.

INFORMATION CONCERNING IDEX

Corporate Structure

Name and Incorporation

IDEX was incorporated under the provisions of the Business Corporations Act (British Columbia) on May 19, 2021 under the name “Owyhee Holdings Corp”. On April 13, 2022, Owyhee Holdings Corp. changed its name to Idaho Silver Corp., and on March 1, 2024, Idaho Silver Corp. changed its name to IDEX Metals Corp. IDEX’s registered office is located at #1500 – 1055 West Georgia Street, Vancouver, BC V6E 4N7, and its principal business address is 1188 – 1095 West Pender Street, Vancouver, BC V6W 2M6.

Intercorporate Relationships

IDEX subsidiaries are set out in the following chart:

General Development of the Business of IDEX

IDEX is an exploration company principally engaged in identifying, acquiring and exploring high-value potential mineral assets in the State of Idaho. IDEX currently has 15 exploration properties covering an area greater than 17,000 acres, targeting precious and base metals. IDEX is primarily focused on the exploration and development of the Freeze Project and the Amie Project. In addition, the Long Canyon Property is under joint development with a third party.

25 -

Three Year History

On July 2, 2021, IDEX completed a seed round private placement financing of 4,500,000 IDEX Shares at $0.005 per IDEX Share for gross proceeds of $22,500. On July 21, 2021, IDEX completed an additional seed round of 11,000,000 IDEX Shares at $0.005 per IDEX Share for gross proceeds of $55,000.

On November 8, 2021, IDEX completed a private placement of 5,500,000 IDEX Shares at a price of $0.05 per IDEX Share for gross proceeds of $275,000. On June 10, 2022, IDEX completed an additional private placement of 3,000,000 IDEX Shares at a price of $0.05 per IDEX Share for gross proceeds of $150,000.

On October 19, 2022, IDEX completed a private placement of 2,785,000 IDEX Shares at a price of $0.15 per IDEX Share for gross proceeds of $417,750. On October 25, 2022, IDEX completed an additional private placement of 100,000 IDEX Shares at a price of $0.15 per IDEX Share for gross proceeds of $15,000. On July 24, 2023, IDEX completed an additional private placement of 500,000 IDEX Shares at a price of $0.15 per IDEX Share for gross proceeds of $75,000. On August 17, 2023, IDEX completed an additional private placement of 583,333 IDEX Shares at a price of $0.15 per IDEX Share for gross proceeds of approximately $87,500. On August 20, 2023, IDEX completed an additional private placement of 1,500,000 IDEX Shares at a price of $0.15 per IDEX Share for gross proceeds of $225,000. On November 2, 2023, IDEX completed an additional private placement of 2,300,000 IDEX Shares at a price of $0.15 per IDEX Share for gross proceeds of $345,000. On November 15, 2023, IDEX completed an additional private placement of 1,000,000 IDEX Shares at a price of $0.15 per IDEX Share for gross proceeds of $150,000.

On October 26, 2022, IDEX acquired certain mineral claims and related technical data from Wyoming Mines Inc. for an area which now overlaps a portion of IDEX's Amie Project for a purchase price of US$20,000. The remaining claims which comprise IDEX's Amie Project were acquired by staking in 2021 and 2022.

On November 16, 2022, IDEX entered into a share purchase agreement with USCM pursuant to which USCM acquired a 70% interest in IDEX's Long Canyon Property. See "Properties Under Option and Joint Development – Long Canyon Property".

On February 14, 2023, IDEX and SRR entered into a mineral property option agreement with Excalibur Metals Corp. ("Excalibur") and a wholly-owned subsidiary of Excalibur ("Excalibur Sub"), as subsequently amended, which provided for the grant of an exclusive option by SSR and IDEX to Excalibur and Excalibur Sub to acquire a 90% interest in the Silver Rock Property (the "Silver Rock Option Agreement"). Excalibur Sub may have exercised the option by satisfying certain conditions, including the completion of a going public transaction, an issuance of an aggregate of $525,000 worth of common shares of Excalibur to IDEX, reimbursing SRR for certain costs associated with the Silver Rock Property, and incurring an aggregate of at least $1,500,000 in exploration expenditures.

During the period from March 2023 to March 2024, IDEX: (a) completed a total of $450,000 in exploration work on its properties, resulting in the gathering of approximately 3,200 rock and soil samples, (b) expanded its land position by 5,800 acres through various new staking initiatives, (c) staked the Freeze Project, which consisted of 153 BLM lode mining claims, (d) enhanced its portfolio to include fifteen projects, including two projects under option, four projects ready for option, and six prospects, and (e) appointed Simon Dyakowski as a director, Eric Tsung as Chief Financial Officer, and David Hladky as VP Exploration.

On May 15, 2024, IDEX completed a private placement of 2,023,780 units in the capital of IDEX (the "IDEX Units") at a price of $0.50 for one IDEX Unit for gross proceeds of $1,011,890. Each IDEX Unit consists of one IDEX Share and one-half of a IDEX Warrant. Each whole IDEX Warrant is exercisable to acquire an additional IDEX Share at an exercise price of $0.70 for a period ending 24 months following the date of issuance. In connection with the private placement, IDEX also issued 58,296 IDEX Warrants to certain finders in connection with introducing subscribers in the private placement (the "IDEX Finder's Warrants"). Each IDEX Finder's Warrant is exercisable to acquire an additional IDEX Share at an exercise price of $0.50 for a period ending 24 months following the date of issuance.

On May 21, 2024, IDEX completed an additional private placement of 100,000 IDEX Units at a price of $0.50 per IDEX Unit for gross proceeds of $25,000.

26 -

On May 27, 2024, IDEX entered into a letter of intent with Goodbridge, which contemplates Goodbridge acquiring all the issued and outstanding IDEX Shares, such as to constitute the Qualifying Transaction.

On October 24, 2024, IDEX issued an IDEX Promissory Note for $50,000 to 2411763 Ontario Inc.

On October 30, 2024, IDEX issued an IDEX Promissory Note for $150,000 to Regents Park Securities Ltd.

On November 28, 2024, IDEX and Goodbridge entered into the Amalgamation Agreement.

On January 23, 2025, IDEX issued an IDEX Promissory Note for $100,000 to Strayhorse Holdings Inc.

On February 6, 2025, IDEX appointed Sharyn Alexander as VP Corporate Development.

On April 3, 2025, IDEX, Excalibur, and Excalibur Sub terminated the Silver Rock Option Agreement.

On April 10, 2025, IDEX completed the Subscription Receipt Financing. See “The Concurrent Financings – the Subscription Receipt Financing”.

On May 16, 2025, Goodbridge and IDEX received conditional approval from the TSXV concerning the Qualifying Transaction

Freeze Project

In 2024, IDEX commissioned Donald E. Cameron, PG, LG, SME-RM of Cameron Resource Consulting, LLC to complete the Freeze Technical Report. The Freeze Technical Report was prepared in accordance with NI 43-101 and was issued to the Issuer with an effective date of November 8, 2024. The Freeze Technical Report has been filed under the Issuer’s profile on SEDAR at www.sedarplus.ca. The following information concerning the Freeze Project is primarily excepted or derived from the Freeze Technical Report.

Property Description and Location

The Freeze Project is located in westernmost-central Idaho, approximately 22 statute mi (35 km) from the town of Council, Idaho, by road. It comprises 153 unpatented lode mining claims covering 3030 ac (1226 ha) on public lands administered by the United States Forest Service (the “USFS”) within the Payette National Forest. The Council-Cuprum Road is followed 14 mi (22.5 km) west of Council to the junction of USFS Road 055 which follows the course of Hornet Creek approximately 8 mi (13 km) to the Freeze Project. A network of maintained USFS roads and unimproved tracks crosses portions of the Freeze Project.

Figure 6: Freeze Property Location.

The Freeze Project lies wholly, or in part, in Sections 5, 6, 7, 8, 17, 18, and 19 of T17N, R3W, in Sections 13 and 24 of T17N, R4W, Boise Meridian, in Washington County, Idaho, and in Sections 4 and 5 of T17N, R3W, Boise Meridian, in Adams County, Idaho, and in Sections 27, 28, and 33 of T18N, R3W, Boise Meridian, also in Adams County, Idaho. Sections 4 and 5 of T17N, R3W overlap the Washington-Adams County boundary. The approximate central location of the Freeze Project is at north latitude $44.81^{\circ}\mathrm{N}$ and longitude $116.74^{\circ}\mathrm{W}$ . All historical work and maps referenced in this report utilize UTM coordinates in the NAD83 Zone 11N datum; the approximate center of the Freeze Project is at 4,965,000 N and 521,500 E in this grid system. USGS topographic map coverage is available at 1:250,000 and 1:100,000 (Baker, OR, and McCall, ID, quadrangles), and at 1:24,000 (Crooked River Point, ID, and Cuddy Mountain, ID). Older government maps use the NAD27 projection.

Geology and Mineralization

The regional geological setting of the Freeze Project is quite complex, reflecting several events tied to the accretion of volcanic island-arc terranes to the ancestral Laurentian continent, Mesozoic magmatism, Tertiary block faulting, and flood basalt eruptions.

Various geological studies have produced seven published geologic maps of the region that include the Freeze Project. The Freeze Project is underlain by Late Triassic to Middle Jurassic Mesozoic island-arc volcanic and sedimentary rocks and a complex of igneous rocks which are exposed as windows through an extensive cover of Miocene and younger continental sedimentary and basaltic volcanic rocks. The island-arc rocks, collectively termed the Blue Mountains island arc, crop out in northeast-trending horst blocks and in incised river canyons. The older rocks comprise five recognized island-arc terranes that were amalgamated in stages from the Middle Jurassic to Early Cretaceous and intruded by intermediate-composition plutons, probably in the Late Jurassic and Early Cretaceous periods. The four major terranes include two volcanic-arc successions (Wallowa and Olds Ferry terranes), a fore-arc basin-accretionary prism (Baker terrane), and an intra-arc basin flysch succession (Izee terrane), all composing parts of the Blue Mountains island arc. Late Triassic syn-depositional dismemberment created overlapping depositional relationships between them. The amalgamation involved subsequent stacking of the terranes upon each other during late Middle Jurassic to Early Cretaceous events along what are now high-angle west-dipping faults and shear zones; local low-grade metamorphism and ductile deformation that occurred during this period are products of the stacking process. These terranes were then accreted to the Precambrian North America continent, Laurentia, along the Salmon River suture to the east of the project area in the Late Cretaceous period.

Figure 7: Regional Geological Setting of the Freeze Project.

During the process of accretion, further stacking of the terranes occurred along east-dipping thrusts, reflecting westward movement of Laurentia. The grade of metamorphism and degree of deformation increase generally eastward toward the suture to the point where, proximal to it, the individual terranes can't be distinguished.

Rocks of the Baker terrane are represented by deformed phyllite, cherty phyllite and limestone, reflecting probable deep-water deposition. The Wallowa terrane, termed the Seven Devils terrane in early studies, is interpreted to be a Permian-to-Triassic volcanic arc represented by the Windy Ridge Formation and overlying Hunsaker Creek Formation, which appear to mark the onset of oceanic subduction. Volcanogenic massive sulfide deposits are known to occur in volcanic and dome-complex rocks of the Hunsaker Creek Formation. A hiatus in arc activity occurred in Early Permian to Middle Triassic time, followed by deposition of the upper two formations of the Permian to Upper Triassic Seven Devils Group, the Wild Sheep Creek and Doyle Creek Formations. The terrane was fringed by sedimentary rocks of the Upper Triassic Martin Bridge Formation. The youngest rocks are shallow-water Middle Jurassic fluvial and ash-flow deposits that may mark the beginning of accretion to Laurentia.

The Olds Ferry terrane, a volcanic island-arc succession, comprises greenstone volcanics, volcaniclastics and minor chert and carbonate rocks of Middle to Late Triassic or Early Jurassic age represented by the Huntington Formation. In several early published papers and unpublished reports on the region and its mineral prospects, the older volcanic rocks are referred to as Seven Devils Formation. Later studies, point out the lithological similarity of the Seven Devils and Huntington Formations, but the different ages of the volcanic rocks in each terrane/

The Seven Devils Group now refers to the rocks that compose a portion of the Wallowa terrane which is exposed north and northeast of the Freeze Project, separated from the Olds Ferry terrane and its igneous complex exposed on Cuddy Mountain by a $5 - 10\mathrm{mi}$ $(8 - 15\mathrm{km})$ -wide belt of Miocene and younger volcanic and sedimentary cover. The Huntington Formation rocks exhibit drag folding and other evidence of deformation that is not evident in the overlying Weatherby Formation, discussed below. The Huntington Formation is thought to be the source for conglomerates of the Weatherby Formation, a part of the younger Izee terrane.

Porphyry copper mineralization in the Olds Ferry terrane is associated with granodioritic phases of intermediate-composition calc-alkaline affinity plutons, such as the Cuddy Mountain Complex, which intruded the layered rocks of the Huntington Formation. Preliminary U-Pb zircon dates for granodiorite and gabbro samples are $220\mathrm{Ma}$ (Lund, 2021), placing them as Late Triassic, Norian Age. These dates are distinct from the those obtained from the large Idaho batholith that underlies much of central Idaho to the east. The Cuddy Mountain Complex age is similar to arc-related batholithic rocks of the Sierra Nevada, Klamath Mountains, and interior British Columbia.

29 -

The Izee terrane is represented by the probable Middle Jurassic Weatherby Formation, the principal host rock for silver-zinc-lead and manganese mineralization in the region. The Weatherby Formation comprises volcaniclastic rocks derived from the Huntington Formation and the Baker terrane, and andesite and rhyolite tuff units. The upper part of the Weatherby Formation comprises a flysch assemblage of sandstone, siltstone, and shale that was deposited on another unconformity. This part is called the Lucile Series by some authors. As a whole, the units composing the Weatherby Formation may have been deposited in an inter-arc basin(s) developed on an erosion surface of the older terranes.

One set of faults in the region are northeast normal faults that do not displace the Miocene Columbia River basalts. A second pattern of northwest-striking and locally mineralized faults is seen on published maps of the pre-Tertiary windows, and a few were re-activated and cut the basalts, consistent with observations by that author. Some of the northwest faults appear to be cut by a series of northeast-striking faults, at least some of which originated as thrust faults. Two northeast-striking thrust faults, Connor Creek Fault (or Cuddy Mountain Fault) and Bayhorse Thrust, exposed on the northwest flank of Cuddy Mountain, are deemed to separate the Baker and Izee terranes, and Izee and Olds Ferry terranes, respectively, according to the most recent studies.

The Author of the Freeze Technical Report suggests that, using observations contained in the published accounts, three factors seem inconsistent with marking the separation of the Izee and Olds Ferry terranes at the Bayhorse Thrust:

Detritus included in the Weatherby basal conglomerate is derived from the underlying Huntington Formation;
In almost all exposures, the thrust is localized in the conglomerate; and
Moderate, rather than large, displacement on the fault plane would be consistent with the observed district zoning of metals, which in turn appears to be related spatially to the Triassic, and possibly up to Middle Jurassic, igneous complex unit, at least one of which locally intrudes the Middle Jurassic Weatherby Formation.

The third point doesn't seem to have been considered in the published works but has been proposed, and then and given further context and support in the technical report for the nearby Hercules Project by which highlighted apparent close analogs to the Heath District from specific porphyry copper mining districts. Moreover, the younger-over-older nature of the faulting does not prove a thrust sense of movement, whereas regional thrusting is much more certain if the reverse (older-over-younger) is true. None of the regional studies present direct kinematic evidence supporting reverse movement on the Bayhorse Thrust, but it is not an unreasonable hypothesis.

Entrained serpentized ultramafic rocks mark the trace of the Connor Creek fault, which separates the Weatherby Formation from the Baker terrane to the west. This fault may have originated as a thrust but has undergone reactivation with normal movement. Basalt flows of the Miocene Imnaha Basalt compose the extensive Weiser Embayment, the southeastern limit of exposures of Columbia River flood basalts. These originated as eruptions from vents distributed along the course of the Snake River and Oregon-Idaho border. These are conformably overlain by thinner flows of the Grande Ronde Basalt and probably flowed into the embayment from the north. A third unit, the basalt of Cuddy Mountain, is isolated and restricted to the top of the Cuddy Mountain uplift. Its age relationship to the Grande Ronde Basalt is somewhat ambiguous. Re-worked ash, alluvial, talus, and debris slide deposits developed locally during eruptive periods and later in the Quaternary. Glacial features are discernible, and locally prominent, on the upper reaches of Cuddy Mountain.

Miocene to Neogene uplift of the rocks immediately west of the Snake River occurred on north-northeast trends parallel to, and possibly a reactivation of, Mesozoic suture faults defining the amalgamation of the various Blue Mountain terranes. Movement was up to the east resulting in approximately $1000\mathrm{m}$ of offset. Cuddy Mountain is a fault block that is tilted gently northeast and is capped by basalt. It is bounded on the south by the Cuddy Mountain Fault (or Brownlee Fault), movement along which formed the Pine Valley Graben. The eroded upthrown west slope of Cuddy Mountain exposes windows of island-arc rocks and Mesozoic intrusive rocks.

Rapid downcutting by the Snake River and its tributaries has sculpted steep-sided canyons. The combination of steep slopes and possible recent faulting has resulted in numerous landslides or gravity slump blocks. Many slides are active

at present, but older movements are preserved and exhibit cirque-like source areas and flat-topped hummocky topography at the toes.

History

Prospecting and small-scale mining for silver, lead and gold in the district, formerly known as the Heath Mining District in some reports, and the Cuddy Mountain District in others, commenced in the late 19th century and continued at intervals to the 1980s depending on economic conditions and metals prices. The activity included the area covered by the Freeze Project, but historical development work was very limited and is only documented for one prospect, the Cuddy (or Freeze) Mine, a gold prospect with some surface and underground development made in the late 1920s. Another gold vein prospect, the Edna May, located 0.3 mi southeast of the Freeze Project, was also developed at this time. Two companies undertook surface surveys across the Freeze Project in the 1970s and 1980s in search of deposits of base metals and silver.

Prospecting for copper was undertaken 1.5 mi to the east of the Freeze Project in the 1960s at the Kismet prospect, a tourmaline-bearing breccia pipe mineralized with copper.

Exploration

Since acquiring the Freeze Project in 2023, IDEX has undertaken a geochemical reconnaissance and some of the surrounding district prospects with soil and rock chip sampling, using Scout. Samples collected on the Freeze Project by Scout during October of 2023 consisted of 400 soil samples and 52 rock grab samples. The soil sample grid comprised 200 m (650 ft)-spaced lines and 50 m (165 ft) sample spacing. The B soil horizon was sampled. Samples were analyzed by a four-acid digestion with inductively coupled plasma (ICP) finish for 48 elements. For rock chips, a fire assay procedure was used for gold. Quality control and quality assurance measures included blind insertions of certified reference materials (CRMs), and for the rock samples, insertion of pulp blanks. All analyses were performed at MSALABS, Langley, B.C., Canada, an ISO- 17025 and ISO 9001 accredited laboratory.

A statistical summary performed by CRC on 21 metals and pathfinder elements shows that maximum soil values of gold, silver, copper, zinc, arsenic and bismuth are anomalous relative to average crustal abundances of these metals and are at levels that might be expected in the sericite halo around a copper porphyry system.

Copper is clearly anomalous in most of the soils overlying igneous rocks, particularly the biotite granodiorite and hybrid gabbro, with a large proportion of values >100 ppm Cu and a suggestion of some control by northwest-trending faults. Spot anomalies comprising >10 ppb Au also occur in these two units and show a possible north-south alignment.

During the personal inspection, it was evident that some of the soil samples may represent transported material due to glaciation and that some caution should be applied to interpreting the shape and extent of the distributions of elements in the survey and any anomalies.

Of the fifty-two (52) rock chip samples collected in 2023 by IDEX, 33 were highly selective grab samples of mineralized material from outcrop, subcrop, and float, and 19 were grab samples from prospect and trench dumps. The samples were selected for possible presence of, primarily, copper mineralization, and for geochemical characterization of mineralization present on the Freeze Project. Several samples returned high-grade values of copper, gold, and silver with low levels of arsenic, antimony, tellurium, and selenium.

No drilling has been conducted to date on the Freeze Project by IDEX and there are no records of any historical drilling.

Sample Preparation, Analyses and Security

Samples collected by Scout and IDEX geologists were transported from the Freeze Project daily and were sorted and stored at temporary quarters outside of Council, ID. At the completion of the program, the samples were sealed in rice bags for transport by company truck to the Scout office in Coeur d'Alene, ID. Here, they were wrapped and shipped on pallets by Scout to the MSALABS facility in Langley, British Columbia, Canada, accompanied by the

laboratory's sample submittal form filled out with instructions and procedure numbers requested by Scout. All analyses were performed at MSALABS, an ISO- 17025 and ISO 9001 accredited laboratory. Upon receipt of the samples, MSALABS emailed a detailed sample receipt report. Upon completion, certificates of assay were issued electronically to IDEX in text and pdf format with signature.

Figure 8: Freeze soil survey and rock sample laboratory certificates

Sample custody was maintained by MSALABS for 90 days, and then the lab disposed of the samples.

Procedures used by Palliser Exploration Ltd. of Vancouver, B.C. in the 2024 soil sampling program were similar to the Scout. Samples were sieved in the field to 30 mesh (0.3 inches) to ensure that major lithic fragments were eliminated from the sample. Average sample volume varied between $300 - 500\mathrm{g}$ . The final sample was photographed for reference and placed in a kraft bag labeled with a pre-set sample number provided by MSA Labs. A tag matching the sample label was also placed inside the sample bag. The sample bag was sealed using either a zip tie or flagging tape. QA/QC samples (standards and blanks) were inserted in the sample numbering sequence at the $10^{\mathrm{th}}$ position (e.g., XX10, XX20, XX30, etc.). Standard reference materials were alternated with pulp blanks.

To prepare for shipping, the samples were placed in sequential order and air dried. Sample bags were inspected to ensure that the bag was not ripped or structurally unstable, so as to avoid sample loss or sample contamination. Groups of 25 samples were placed in larger plastic poly-ore bags, then five of the poly-ore bags were placed in woven rice sacks and labeled with the shipment number and samples within each bag. The rice bags were sealed, placed on pallets and secured. The samples were picked up by a shipping agent, coordinated by MSA Labs. The shipping agent was met by an agent of IDEX, to ensure that the samples were handled and accounted for correctly.

At MSALABS, soil samples were logged as received and prepared using procedure PRP-757, described by MSALABS as "Dry, screen $500\mathrm{g}$ to 80 mesh, discard +fraction." The samples were analyzed by method IMS-111, consisting of a $20\mathrm{g}$ subsample, 1:1 Aqua Regia digestion with ultra trace level ICP-AES/MS finish for 51 elements. Four certificates were generated for the survey in 2023. The same procedures were applied to the 2024 sampling, except procedure ICF-6, MSA's code for a method which uses a multi-acid digestion, was also used for any over-limit silver, copper or lead. Two lab certificates were generated for the 2024 program.

Rock samples were prepared using procedure PRP-910, described by MSALABS as "Dry, crush to $70\%$ passing $2\mathrm{mm}$ , split $250\mathrm{g}$ sub-sample and pulverize to $85\%$ passing $75\mu \mathrm{m}$ ". The rock samples were analyzed for gold by method FAS-111, a $30\mathrm{g}$ fire assay for gold, plus method IMS-230, an ultra-trace level 4-acid digestion with ICP-AES/MS multi-element finish. Separate procedures were run for any samples with results greater than $10\mathrm{g / T}$ Au, $100\mathrm{g / T}$ Ag and $1\%$ Cu, Pb or Zn. Four certificates were generated by MSALABS for these samples. Barren material was run between every sample in crushing and pulverizing for 12 of the samples as specified on one certificate.

Quality Control and Quality Assurance (QA/QC)

For the soil survey, proposed soil sample sites were plotted and transmitted to field crews. A GPS reading was taken at each site and recorded. The sample lists were transferred from field GPS devices to four spreadsheets. Pre-printed sample tags were affixed to the outside of each sample bag and a duplicate tag was inserted inside each bag for a lab cross-check. Field quality control samples for the 2023 soil survey comprised a blind coarse blank comprising commercial white garden rock inserted approximately one in every 20 samples in series for a total of 46 insertions. In 2024, blind commercial pulp blanks were inserted at the rate of one in every 20 samples. No significant values that would be considered as blank failures for gold, silver, lead, zinc, or copper occurred in either campaign.

Blind pulp blanks were inserted with three of the five rock sample submittals. Only trace values in the blanks were reported for copper, gold, silver, lead and zinc. A blind blank sample did not accompany the 2024 rock samples. In 2023, prior to submittal to MSALABS, one of seven certified reference pulp standards was numbered according to the sample numbering system and inserted at a rate of approximately one in 20 samples in series in both the soil and rock submittals (Figure 9).

Fire Assay			Aqua Regia
OREAS	Au g/t	Au SD	Ag ppm	Ag SD	Cu ppm	Cu SD	Pb ppm	Pb SD	Zn ppm	Zn SD
211	0.768	0.027	0.214	0.019	164	6	17.1	1.18	120	8
230	0.337	0.013	0.128	0.014	172	5	8.54	0.656	98	5.1
231	0.542	0.015	0.177	0.024	161	9	12.87	1.2	113	5
232b	0.946	0.037	0.113	0.029	26.7	1.68	19.2	1.19	91	2.8
235b	1.63	0.053	0.135	0.028	29.3	1.47	19.1	1.18	97	3.5
290	2.12	0.066	0.213	0.04	32.6	1.94	22.9	1.38	98	5.4
291	4.2	0.124	0.298	0.028	36	1.83	26.5	1.26	97	7.4

CRMs for soil samples showed consistent low biases relative to round-robin certified values for gold and zinc, and in some cases, also lead. More than one -2SD or -3SD failure occurred for every CRM with respect to gold and zinc. Copper and silver performed well within 1SD of the certified means. Six of the CRMs were inserted in three of the rock submittals using each only one time. A fourth certificate comprising 12 samples was not submitted with either blanks or CRMs. No $\pm 2$ SD failures occurred for any CRMs inserted with rocks. The nearly ubiquitous low bias in gold noted for soils is not evident in some of the rock CRM analyses.

In 2024, prior to submittal to MSALABS, one of five certified reference pulp standards was numbered according to the sample numbering system and inserted at a rate of approximately one in 20 samples in the numbering sequence (Figure 10).

Figure 9: Blind CRMs inserted in 2023 soil survey and rock grab submittals

Aqua Regia or 4-Acid Digestion for Ag, Cu, Pb (Bold)
OREAS	Au ppm	Au SD	Ag ppm	Ag SD	Cu ppm	Cu SD	Pb ppm	Pb SD	Zn ppm	Zn SD
292	9.7	0.691	0.74	0.051	62	2.6	41.1	8.7	107	3
504d	1.46	0.075	2.69	0.114	11000	240	116	4	445	17
507	0.172	0.007	1.34	0.078	0.622	0.014	18.8	0.83	159	4
508	0.477	0.025	1.40	0.125	5480	133	41.7	2.54	132	4
603c	5.01	0.224	294	13	12100	320	10428	461	7860	365

Figure 10: Blind CRMs inserted in 2024 soil survey and rock grab submittals

Only one of the CRMs, OREAS 507, was inserted with the batch reported on the single 2024 certificate returned for rock samples. Three -2SD failures distributed between both soil sample certificates occurred for OREAS 504d lead results, but no $\pm 3$ SD failures occurred for any element of interest. In 2024, only one CRM, OREAS 507, was submitted with the rock samples and only one result returned. The (low-level) lead result was a $+3$ SD failure, but gold, silver, copper and zinc results were within $\pm 2$ SD failure thresholds.

Blind precision duplicates were not collected from either the soil survey or rock sampling. A master spreadsheet contained a compilation of all the results, removing any QA/QC samples. These were loaded and checked in GIS software for accuracy. MSALABS has an internal QA/QC program that includes insertion and analysis of blanks, duplicate analyses and CRMs purchased from various laboratories. Results are posted on the sample analysis certificates. These were not reviewed in detail, except to note that granite blanks are run through the crusher as the first sample(s) in sequence on each batch and the analyses of these are reported along with the other QA/QC samples.

Mineral Resources and Mineral Reserves

There are no NI 43-101 compliant mineral resources or mineral reserves on the Freeze Project, including historical mineral resources.

Amie Project

In 2024, IDEX commissioned Donald E. Cameron, PG, LG, SME-RM of Cameron Resource Consulting, LLC to complete the Amie Technical Report. The Amie Technical Report was prepared in accordance with NI 43-101 and was issued to the Issuer with an effective date of May 22, 2024. The Amie Technical Report has been filed under the Issuer's profile on SEDAR at www.sedarplus.ca. The following information concerning the Amie Project is primarily excepted or derived from the Amie Technical Report.

Property Description and Location

The Amie Project location is southwest Idaho, approximately 45 statute mi (70 km) by paved highway southwest of Mountain Home, ID, 18 mi from Grandview, ID, and 9 mi (15 km) south of the unincorporated community of Oreana, ID, by surfaced and unsurfaced roads and tracks. The Amie Project is on the north-facing, incised pediment of the Owyhee Mountains, lying at elevations between 3,385 ft to 4,125 ft above sea level. Relief is moderate except where Castle Creek has cut a steep-sided canyon through the southern part of the property.

The Amie Project is approximately 969.8 acres (392.5 ha) comprising 53 unpatented lode mining claims staked on lands administered by the BLM. On October 26, 2022, IDEX acquired certain of the mineral claims and related technical data from Wyoming Mines Inc. for an area which now overlaps a portion of IDEX's Amie Project for a purchase price of US$20,000. The remaining claims which comprise IDEX's Amie Project were acquired by staking in 2021 and 2022.

The Amie Project is accessible year-round by vehicle except for short snowy or rainy winter periods. Other than the network of roads, no other infrastructure is present on the property.

Figure 1: Amie Property Location

The Amie Project lies wholly, or in part, in Sections 10, 11, 14, 15, and 22 of T06S, R1W, Boise Meridian, in Owyhee County, Idaho. The approximate central location of the Amie Project is at north latitude $42^{\circ}52'$ 22" N and longitude $116^{\circ}25'$ 45" W. All historical work and maps referenced in this report utilize UTM coordinates in the

34 -

NAD83 Zone 11N datum; the approximate center of the Amie Project is at 4,750,440 N and 546,620 E in this grid system. USGS topographic map coverage is available at 1:250,000 and 1:100,000 (Jordan Valley and Triangle quadrangles), and at 1:24,000. Older government maps use the NAD27 projection.

Geology and Mineralization

The regional setting of the Amie Project is near the boundary of the Snake River Plain on the north, a major Miocene graben and topographic basalt and sediment-filled depression with northwesterly trend, and on the northeast flank of the Owyhee Mountains which rise to the south and southwest. The Owyhee Mountains expose extensive areas of bimodal volcanic rocks composing the Owyhee Volcanic Field. The Silver City District, a significant past producer of gold and silver from epithermal narrow vein and bulk-mineable deposits, lies approximately 20 mi (30 km) to the northwest of the property. Two small historical mines, the Bluebird and Golden Crown, and several prospects are in the general area and geological setting of the property. Mapping by the USGS and Idaho Geological Surveys covers 1° sheets and quadrangles to the west, north and east of the property.

The basement rocks in the region are probable Cretaceous age granitoid intrusive rocks and roof pendants of Precambrian gneiss and schist. The igneous rocks are thought to correlate with the Idaho Batholith exposed north of the Snake River Plain in central Idaho. From the Amie Project, the separation from Idaho Batholith rocks (Atlanta lobe) exposed on the north side of the plain is 43 mi. Pegmatites and aplites occur locally in the granitic rocks of the Owyhee Mountains as cross-cutting features. The crest of the Owyhee Mountains is at approximately 8000 ft, which is similar to the elevation of batholith outcrops north of the plain. The southwest flank of the Owyhee Mountains is the Owyhee Plateau, an area of low relief which extends into northern Nevada.

A succession of Eocene to Pleistocene age volcanic rocks overlies a nonconformity surface at the top of the basement granitic rocks in the Owyhee Mountains. Eocene volcanic rocks that are correlated with the Challis Volcanics are restricted to a small area south and east of the property. Oligocene volcanic rocks are confined to the northern part of the Owyhee Mountains. An approximately 1,000 m thickness of Miocene volcanic rocks was deposited on the eroded Oligocene/Cretaceous surface, comprising basalt to latite composition. These were overlain in turn by a thick sequence of Miocene age (16–10 Ma) rhyolite welded tuffs and flows thought to have erupted from vents adjacent to the Owyhee Mountains and Owyhee Plateau.

The Miocene volcanic activity may be related to the early manifestation of the Yellowstone hotspot. In the area of the property, individual units are typically phenocryst-poor and are mapped as belonging to the Little Jacks Creek tuff, comprising a series of flow-banded cooling units with 3 to 15% phenocrysts of plagioclase and pyroxene dated by K-Ar methods at 9.6 ± 1.5 Ma from plagioclase. The Little Jacks Creek tuff source area is thought to be just southeast of Grand View, ID. Most of the Miocene rhyolite volcanism was completed before the formation of the Snake River Rift and Plain, but some continued on its southwest margin as the rift formed.

The youngest rocks in the region and in the Owyhee Mountains are basalt flows that are 8–10 Ma. Basalt flows as young as Pleistocene occur within the Snake River Plain.

At the interface between the Snake River Plain and the Owyhee Mountains, sedimentary rocks and unconsolidated fill composing infill of the Snake River Plain intracontinental rift zone crop out over a vast area of south-central Idaho following the arcuate shape of the feature. These include the Pliocene and Pleistocene Chalk Hills and Glenns Ferry Formations of the Idaho Group. Sediments were deposited in Lake Idaho which occupied the floor of the basin at various levels between 9.7 Ma and 1.7 Ma and reached maximum height of 3600 ft above sea level. The trend of the plain boundary is northwest-southeast in western Idaho.

Figure 2: Regional geology showing boundary of Snake River Plain and Owyhee Mountains terranes and section $D-D'$ .

Figure 3: Section D-D' showing projection of Amie Property, looking northwest.

The southwest edge of section D-D' shows exposures of the metamorphic and granitic rocks of South Mountain. To the northeast, a thin skin of Miocene to Pliocene volcanic rocks of the Owyhee Volcanic Field overlies Cretaceous granitic rocks which are exposed in erosional windows and/or at pre-Tertiary topographic highs. The boundary of the Snake River graben and plain is manifested on section D-D' by the presence of north-dipping normal faults and surface exposures of Quaternary basin-fill sediments.

The western Snake River Plain is an intracontinental rift basin approximately $70\mathrm{km}$ wide and $300\mathrm{km}$ long that formed in the period 11 Ma to 9Ma by normal offsets along northwest-striking normal faults with tilting of rocks toward the

basin center. The trend of the plain is parallel to other regional lineaments, e.g., the Olympic-Wallowa, Vale, and Brothers fault zones. The Snake River Plain is of the same magnitude and shares similar characteristics to other intracontinental rifts such as the Rio Grande, East Africa, and Baikal Rifts.

Figure 4: Regional Setting of the Western Snake River Plain

Deep wells, seismic profiles and gravity studies indicate that the crust beneath $0.6\mathrm{mi}$ to $1.2\mathrm{mi}$ of basin fill comprises mafic rocks down to the top of the mantle, about $25\mathrm{mi}$ deep beneath the plain. Extension created by the rifting is thought to be ten percent.

Regional faults include three principal sets: 1) Northeast faults; 2) Less prominent N-S faults; and 3) Abundant northwest-striking faults. This pattern is present in the Silver City area to the west, and from mapping surrounding the Property. A few of the northeast faults mapped by these authors are traceable or interpreted for considerable distance and may be correlative to the Trans-Challis system which cuts batholithic rocks in exposures north of the SRP. The northwest faults, the latest movement, are thought to represent Basin and Range-style extension and are the most numerous and prominent faults mapped. Movement on the northwest faults defined the overall trend of the Snake River Plain. From the common corner of Idaho, Utah and Nevada, the Basin and Range faults tend to be rotated more northwest as they approach the SRP; further from the SRP in the Silver City Mining District, many of the Basin and Range faults are within a few degrees of $\mathrm{N20^oW}$ .

History

The Amie Project is in an area of Idaho that has received little prospection, has very little historical production, and has been passed over with respect to geological investigations by governmental agencies or large mining companies. Records and mentions of prospecting and mining for gold and silver with lead in the general area of the property date from at least the early 1900s through the 1960s when local claim blocks were active at times. Portions of the property passed through various individuals and companies up to the involvement of IDEX and SRR. There is physical evidence of historical trenching, test pits and underground development on the Amie Project and in the sections immediately surrounding the claim block. Most information about the historical development of the Amie Project is obtained from records available online from the Idaho Geological Survey in files BO0454 and JV0063. The most significant work is a detailed surface geological map of the Amie prospect and partial map of the underground workings at the Amie and Ellen mines that was performed in the 1990s.

37 -

Exploration

Since acquiring the Amie Project in 2021, IDEX through SRR has undertaken a geochemical reconnaissance of its property and some of the surrounding district prospects with soil and rock chip sampling and a mineralogical study using infra-red spectroscopy.

Soil samples collected in 2023 comprised a set of 687 samples from a grid of 100 m-spaced lines with samples taken at 50 m intervals along the lines. Samples were analyzed by a four-acid digestion with ICP finish for 48 elements.

A statistical summary performed by CRC shows five metals: gold, silver, lead, arsenic and antimony (Au, Ag, Pb, As and Sb) with skewed distributions, extreme coefficients of variation, and very high maximum values. Contours of estimated grids from the soil data for these elements highlight distinct mineralized clusters and trends which suggest follow-up with mapping and geophysical surveys.

Sixty-six (66) rock chip samples, all but twelve (12) comprising dump grab samples, were collected in 2021 by RES for IDEX at the initial phase. A second group of nine (9) highly selective rock chip and/or dump samples were collected in 2022. Seventy-seven (77) samples of float, outcrop, and pit and dump grabs were collected in 2023 by SRR in conjunction with soil sampling. In all, seventy-four (74) of the rock samples fall within the Amie Project. All rock chip samples were selected for possible presence of gold and geochemical characterization of mineralization deemed interesting and, except for the 2022 rock samples, were accompanied by brief sample descriptions noting color, lithology, alteration, oxidation and mineralization. The distribution of rock samples is concentrated in areas of showings and past prospecting and mining activity. Gold and silver values up to 107 ppm Au and 1% Ag were attained, but the samples, being select grabs, are not representative of tenor pertaining to any rock volume. Due to the limited outcrop available on the Amie Project, surface rock chip samples have limited application.

Fifty-eight of the rock samples collected in 2023 were selected for spectral mineralogical scanning using very near infra-red (VNIR) and short-wave infra-red (SWIR). Silicate mineral assemblages detected by SWIR included a preponderance of ones dominated by montmorillonite and white mica, the latter also present as a mineral of secondary abundance in over a third of the samples. White micas comprised muscovite and/or phengite. Kaolinite also featured in a significant number of samples as a primary or secondary abundance clay mineral. A few occurrences of nontronite, and one of dickite, were also recorded.

Weathering zone minerals detected with SWIR and VNIR included the most dominant goethite or goethite + hematite, with two occurrences of jarosite: one of scorodite (an arsenic-bearing mineral as the dominant mineral, and one of gypsum. These measurements were consistent with field observations of both assemblages in the personal inspection of the Amie Project by the author of the Amie Technical Report. Serpentine and talc were detected by spectrography in two samples from the roof pendant, presumably alteration products of pyroxene which was tentatively identified in the field during the personal inspection.

The mineral assemblages detected in the spectrographic analysis of the rock samples appear consistent with a mesothermal or intermediate-sulfidation environment of mineralization, and possibly one transitional to low-sulfidation epithermal. Except for a few samples in which jarosite, scorodite and dickite were detected, minerals normally associated with high-sulfidation epithermal environments are not present. No drilling has been conducted to date on the Amie Project by IDEX and SRR and there are no records of any historical drilling.

Sample Preparation, Analyses and Security

IDEX and SRR hired ALS Goldspot to collect soil samples on approximately 80% of the property area from a grid comprising 100 m-spaced lines with sampling nodes every 50 m along the lines. Samples were collected with the use of Dutch soil augers, with an effort made to consistently sample the same B horizon material at each sample site. General sampling depths were reported to be 30–35 cm. The B soil horizon is known to preferentially adsorb trace metals such as silver, lead and zinc and is often the preferred sample media in mineral exploration surveys. Following collection, the samples were kept under lock, bagged and shipped by common carrier to ALS USA, Twin Falls, ID, for receipt, drying and preparation, and then forwarded to ALS North Vancouver for analysis.

38 -

Reconnaissance rock chip samples were collected from select outcrops in three campaigns: 2021, 2022 and 2023. Protocols and criteria for selection varied and they are considered indicative of mineralization and trace elements, but not necessarily representative of any deposits which might be present.

Five submittals of IDEX/SRR soil samples, shipped simultaneously and comprising 687 original samples, were received at ALS USA Inc. (ALS) laboratories in Twin Falls, ID, on May 30, 2023, were prepared there and then shipped and analyzed at the ALS Reno, NV, laboratory in June 2023. ALS is an accredited lab to ISO/IEC 17025:2017 and is independent of IDEX.

Samples were dried and sieved to -180 micron (80 mesh) per lab protocols DRY-22 and SCR-41, and the oversize retained. Following preparation, soil assays of 48 elements were determined by ME-MS61 ICP-MS method. Gold was determined by a fire assay on a 30 g subsample with an ICP-AES finish, procedure Au-ICP21. Overlimit values of silver, copper and zinc were re-run with ALS's OG62 procedure by ICP-AES.

Two submittals of rock chip samples comprising a total of 66 samples were collected in 2021 by RES on behalf of SRR and submitted to ALS Twin Falls, which performed the preparation before forwarding to ALS North Vancouver, B.C., laboratory. These were prepared with procedures CRU-31 (crush to 70% <2 mm) and PUL-31 (pulverized 250 g to 85% <75 µm). The pulps were analyzed by procedure ME-ICP41, an aqua regia digestion with ICP-AES, for 35 elements. Mercury was analyzed by trace level procedure Hg-MS42. Gold and silver were analyzed by Au-AA23, a 30 g fire assay with atomic absorption finish. Overlimits for silver and lead were analyzed by ICP-AES method using procedure ME-OG46.

A small group of rock samples (9) was collected in 2022 by RES and submitted to MSALABS in Langley, B.C., Canada. MSALABS is an accredited lab to ISO/IEC 17025:2017 and ISO 9001:2015 and is independent of IDEX. The rocks were prepared using procedure PRP-910, drying, crushing to 70% passing 2 mm, a split to 250 g, and pulverization to 85% passing 75 µm. A 39-element, ultra trace procedure using an aqua regia digestion, IMS-117, was run, with overlimits for silver, arsenic and lead processed by an "ore grade" four-acid digestion by ICP-AES and ICF-6XX.

One submittal of 77 rock chip samples was made to ALS Twin Falls in May 2023 using the same preparation procedures as for the 2021 samples but splitting the sample to 250 g with a Boyd rotary splitter. A 4-acid digestion with the analysis by procedure ME-MS61 replaced the 2021 method, reporting 48 elements. Gold was analyzed by procedure Au-ICP21, a fire assay with ICP-AES finish. Overlimits for gold were re-run with gravimetric finish by procedure Au-GRA21; silver overlimits were processed by Ag-OG62 and ICP-AES method, or by Ag-GRA21, a gravimetric finish for samples > 1500 g/T Ag.

Quality Control and Quality Assurance (QA/QC)

For the soil survey, proposed IDEX/SRR soil sample sites were plotted and transmitted to field crews. A GPS reading was taken at each site and recorded. The sample lists were transferred from field GPS devices to spreadsheets. A master spreadsheet contained a compilation of all the results, removing any QA/QC samples. These were loaded and checked in GIS software for accuracy.

A group of three blind standards was used for insertions at a frequency of approximately one in 40 samples, rotating between the standards in the set. These were multi-element certified reference materials (CRM) purchased from CDN Resource Laboratories, Ltd. (Figure 5)

REFERENCE MATERIAL: CDN-ME-1403

Recommended values and the "Between Lab" Two Standard Deviations

Gold	0.954 g/t ± 0.078 g/t	Certified value
Silver	53.9 g/t ± 5.4 g/t	Certified value
Copper	0.448 % ± 0.030 %	Certified value
Lead	0.414 % ± 0.018 %	Certified value
Zinc	1.34 % ± 0.06 %	Certified value

39 -

REFERENCE MATERIAL: CDN-ME-1705

Recommended values and the "Between Lab" Two Standard Deviations

Gold	3.62 g/t	±	0.19 g/t	30 g FA, instrumental	Certified value
Gold	3.66 g/t	±	0.21 g/t	30 g FA, gravimetric	Certified value
Silver	78.3 ppm	±	6.4 ppm	4-Acid / ICP	Certified value
Copper	1.35 %	±	0.05 %	4 Acid / ICP	Certified value
Lead	0.058 %	±	0.004 %	4 Acid / ICP	Certified value
Zinc	0.712 %	±	0.038 %	4 Acid / ICP	Certified value

REFERENCE MATERIAL: CDN-ME-1709

Recommended values and the "Between Lab" Two Standard Deviations

Gold	0.178 g/t	±	0.016 g/t	30 g FA, instrumental	Certified value
Silver	11.8 ppm	±	1.4 ppm	4-Acid / ICP	Certified value
Copper	0.138 %	±	0.006 %	4 Acid / ICP	Certified value
Lead	0.053 %	±	0.004 %	4 Acid / ICP	Certified value
Zinc	0.194%	±	0.012 %	4 Acid / ICP	Certified value

Figure 5: CRM list for IDEX/SRR 2023 Amie soil program

The Amie Technical Report author checked the actual results of the blind standards versus the certified values. Performance relative to the recommended round-robin ±2SD range around the mean for gold, silver, and lead was acceptable with no consecutive ±2SD failures or any ±3SD failure.

A blind duplicate soil sample was made at a frequency of approximately one in 40 samples by field splitting the original into two portions and assigning the next sample number in sequence to the duplicate. This procedure generated a set of 13 duplicates, the gold and silver values of which were reviewed by the Author for excessive precision error. All but one pair had near-background levels of both metals, but one pair returned values of approximately 5 g/T Au and 65 g/T Ag. The duplicate results were within approximately 30% of each other which is acceptable for field duplicates and this stage of exploration.

ALS and MSALABS have internal QA/QC programs that include insertion and analysis of blanks, duplicate analyses and CRMs purchased from various laboratories. Results are posted on the sample certificates or separate corresponding QC certificates (ALS).

Rock chip sample submittals prior to the 2023 campaign did not include insertion of blind quality control samples by IDEX/SRR or its contractors. For these, each certificate was located, opened to cross-check against the spreadsheet compilation sample numbers, and information was extracted about the analytical methods and type of QA/QC samples analyzed. CRC did not review the laboratory internal QA/QC results in detail; however, it notes that there were no internal laboratory blank failures, that high-grade and trace-level certified CRMs were used and fell within target ranges about the round-robin certified values for gold and silver, and that duplicates were prepared and analyzed by the laboratory.

Rock chip submittals in 2023 included the insertion of three coarse blanks comprising commercial white garden rock and one each of a set of three CRMs with different gold contents. No blank or CRM failures for gold, silver, lead, zinc, or copper occurred.

Mineral Resources and Mineral Reserves

There are no NI 43-101 compliant mineral resources or mineral reserves on the Amie Project, including historical mineral resources.

40 -

Properties Under Option and Joint Development

Long Canyon Property

On November 16, 2022, IDEX entered into a share purchase agreement (the “Long Canyon SPA”) with US Critical Metals Corp. (“USCM”) and 1212242 B.C. Ltd., then a wholly-owned subsidiary of IDEX, whereby IDEX sold 45% of the issued and outstanding common shares in the capital of 1212242 B.C. Ltd. to USCM in consideration for 1,000,000 USCM Shares issued at a deemed price of $0.31 per USCM Share, and a cash payment of $50,000 by USCM to IDEX.

1212242 B.C. Ltd. is the indirect holder of a number of unpatented mining claims located in Clark County, Idaho, otherwise known as the Long Canyon Property (the “Long Canyon Property”). Under the terms of the Long Canyon SPA, USCM also agreed to subscribe for an additional 25% interest of 1212242 B.C. Ltd. for $200,000, for a total post-closing interest of 70%. IDEX continues to hold an interest in Long Canyon Property through its 30% ownership interest in 1212242 B.C. Ltd. IDEX also holds a 3.5% net smelter return royalty on the Long Canyon Property. The Long Canyon Property was originally acquired by IDEX through staking,

Other Property Interests

Kismet Property

The Kismet property, acquired by IDEX through staking, is located in Washington County, Idaho and comprises 28,000 acres of Idaho State Land monitored by the Idaho Department of Lands. The prospect is part of the northeast-trending occurrences of tertiary aged quartz-rich Cu-bearing porphyry prospects. Classified as a tourmaline breccia pipe with chalcopyrite, azurite and malachite mineralization at surface. No modern exploration has occurred, but four historical drill holes completed in 1965, drilled to a maximum depth of 130m. Additional Breccia pipes mentioned in historical reports are located to the NW of the Kismet Prospect.

Mineral Mountain Property

The Mineral Mountain property, acquired by IDEX through staking, is located in Lemhi County, Idaho, within five (5) kilometers of the historic lead-silver Leadville and Kimmel Mines, in the Junction Mining District. The Mineral Mountain property has limited modern exploration and no known drilling.

The Mineral Mountain property comprises 4,380 acres of land monitored by the BLM and USFS. It is a silver-lead carbonate replacement with secondary copper and base metals in hydrothermal vein and intrusion related disseminated mineralization. Company rock sampling of altered outcrop and mine dumps revealed up to 39.73 g/t silver, 0.33% lead, 3.83% zinc and 45.5% copper.

Silver Rock Property

The Silver Rock property (the “Silver Rock Property”), acquired by IDEX through staking, is located in Owyhee County Idaho and comprises 556 acres of land monitored by the BLM. It contains 8 adits, 15 pits, and intact early 1900s infrastructure signifying the scale of historic mining activity. Mineralization is hosted in multi-phase, NW trending epithermal veins traceable across the property. Different veining styles and alteration phases suggest multiple hydrothermal events and fluid flow. Elevated pathfinder elements (Hg, As, Sb) support epithermal signature and drilling potential. Situated in the same belt as Integra’s Delamar deposit; a compelling opportunity for high-grade near-surface discovery.

Deadman’s Gulch Property

The Deadmans Gulch property, acquired by IDEX through staking, is comprised of 2,871 acres of land in Idaho monitored by the BLM and staked on the past-producing Scott/Birch Creek Mine, with greater than 1 kilometer of underground workings to a depth of 195 feet. There is limited rock exposure along this 27 kilometer belt with high-grade CRD style mineralization exposed in small erosional windows through post-mineral basalt and quaternary gravels. In addition to silver-lead zinc, soil sampling in 2021 also revealed the presence of Cu, Mo, Ni, Pb, U, V, Zn,

indicating that multiple overlapping mineral systems could be at play, including porphyry Cu-Mo and shale hosted U-V-Ni-Mo.

Viola Property

The Viola Property, acquired by IDEX through staking, is located in Lemhi County, Idaho, near the ridge of the Lemhi Range on the east side of Birch Creek Valle. It is comprised of 785 acres of BLM monitored land and is close to railway loading point Roberts, 60 miles southwest, and situated only 5 miles from the highway between Salmon City and Idaho Falls. A former mine located on the Viola Property had historical production of high-grade lead during the 1880s. There is evidence of at least four mineralized beds on the Viola Property.

Additional Property Interests

In addition to the property interests described above, IDEX has acquired interests through staking an additional 192 mining claims in the State of Idaho through staking, which include the following exploration projects: (i) Badger Creek; (ii) Demming; (iii) Worthing Kaufman; (iv) Atuntite Hill; (v) Basinger Canyon; (vi) Caribou; (vii) Foss; (viii) Fort Hall; (ix) Kopper King; (x) South Creek; (xi) Squaw Creek; (xii) Warm Springs; and (xiii) Whitehorse. Select financial disclosure on these additional projects can be found in the consolidated financial statements of IDEX for the six months ended January 31, 2025 (unaudited) including in this Filing Statement as Schedule "F". IDEX intends to continue to look for opportunities to expand its interests in the State of Idaho through staking. Further, IDEX may from time to time acquire additional interests in Idaho through lease agreements with land owners. At present, IDEX has no plans to conduct exploration on these mining claims.

Selected Consolidated Financial Information and Management's Discussion and Analysis

Selected Financial Information of IDEX

The following information is derived from the consolidated financial statements of IDEX for the six months ended January 31, 2025 (unaudited) and for the years ended July 31, 2024 and 2023 (audited) (the "IDEX Financial Statements"). The IDEX Financial Statements are included in this Filing Statement as Schedules "E" and "F" and should be read in conjunction herewith. The IDEX Financial Statements were prepared in accordance with IFRS.

	Six-month period ended January 31, 2025 (unaudited) ($)	Year ended July 31, 2024 (audited) ($)	Year ended July 31, 2023 (audited) ($)
Current Assets	83,596	767,466	243,220
Current Liabilities	739,972	348,933	101,274
Total Assets	1,078,227	1,308,605	573,399
Total Liabilities	739,972	348,933	101,274
Total Expenses	(742,820)	(1,813,335)	(602,362)
Loss	(653,753)	(1,956,209)	(187,924)

Management Discussion and Analysis

The Management's Discussion and Analysis of the financial condition, changes in financial condition and results of operations of IDEX for the six months ended January 31, 2025 (unaudited) and for the years ended July 31, 2024 and 2023 (audited) are included in this Filing Statement as Schedule "G" and should be read in conjunction herewith.

Description of the IDEX Securities

Authorized Capital

IDEX has an authorised capital of an unlimited number of Class A shares without par value.

42 -

Issued and Outstanding Shares

As of the date hereof, there are 36,192,113 IDEX Shares issued and outstanding, all of which shares are fully paid and non-assessable.

The holders of the IDEX Shares are entitled to dividends, if, as and when declared by the IDEX Board, to receive notice of and attend all meetings of shareholders of IDEX, to one vote per share at such meetings and, upon liquidation, to share equally in such assets of IDEX as are distributable to the holders of the common shares of IDEX. If authorized by the directors, IDEX may purchase, redeem or otherwise acquire any of its shares at the price and upon the terms determined by the directors.

Options

As at the date of the date hereof, there are 1,600,000 IDEX Options exercisable to purchase IDEX Shares, 350,000 of which may be exercised to acquire one IDEX Share at a price of $0.15 per IDEX Share expiring on April 4, 2028, and 1,250,000 of which may be exercised to acquire one IDEX Share at a price of $0.15 per IDEX Share expiring on January 1, 2029.

IDEX adopted a stock option plan with an effective date of April 14, 2022 (the "IDEX Option Plan"). Under the IDEX Option Plan, the number of IDEX Shares which will be available for purchase pursuant to IDEX Options granted pursuant to the IDEX Option Plan will not exceed 20% of the total number of shares of all classes of IDEX issued and outstanding on a fully-diluted basis. If any IDEX Option expires or otherwise terminates for any reason without having been exercised in full, the number of IDEX Shares in respect of such expired or terminated IDEX Option shall again be available for the purposes of granting IDEX Options pursuant to the IDEX Option Plan.

The purpose of the IDEX Option Plan is to provide IDEX with a share-related mechanism to attract, retain and motivate qualified directors, officers, employees, consultants and contractors, to incent such individuals to contribute toward the long term goals of IDEX, and to encourage such individuals to acquire IDEX Shares as long term investments. The grant of IDEX Options shall be made by a committee appointed by the IDEX Board, or if no such committee exists, the IDEX Board itself.

Under the IDEX Option Plan, the grant date and expiry date of IDEX Options shall be fixed by the committee at the time the IDEX Option is granted and shall be set out in the option certificate issued in respect of such IDEX Option, provided that the expiry date shall be no later than the tenth anniversary of the grant date of the IDEX Option. Additionally, the exercise price at which a holder may purchase an IDEX Share upon the exercise of an IDEX Option shall be determined by the committee and set out in the option certificate issued in respect of such IDEX Option.

An option holder may exercise an IDEX Option at any time and from time to time during the Exercise Period (as defined in the IDEX Option Plan). Any IDEX Option or part thereof not exercised within the Exercise Period shall terminate and become null, void and of no effect on the expiry date. The expiry date of an IDEX Option shall be the earlier of the date so fixed by the committee at the time the IDEX Option is granted, and such other date established pursuant to the terms of the IDEX Option Plan. In no case will an IDEX Option be exercisable later than the expiry date of the IDEX Option.

The vesting schedule for an IDEX Option, if any, shall be determined by the committee and shall be set out in the option certificate issued in respect of the IDEX Option. The committee may elect, at any time and at its sole discretion, to accelerate the vesting schedule of one or more IDEX Options including, without limitation, on a Triggering Event (as defined in the IDEX Option Plan), and such acceleration will not be considered an amendment to the IDEX Option in question requiring the consent of the option holder under the terms of the IDEX Option Plan.

Warrants

As at the date of the date hereof, there are 1,061,890 IDEX Warrants exercisable to purchase IDEX Shares, and 58,296 IDEX Finder's Warrants exercisable to purchase IDEX Shares. The IDEX Warrants and IDEX Finder's Warrants were issued on May 15, 2024 and May 21, 2024. Each IDEX Warrant grants the holder the ability to acquire an additional IDEX Share at an exercise price of $0.70 per IDEX Share, until 24 months following the date of issuance.

43 -

Each IDEX Finder’s Warrant grants the holder the ability to acquire an additional IDEX Share at an exercise price of $0.50 per IDEX Share, until 24 months following the date of issuance.

RSUs

As at the date of the date hereof, there are 4,100,000 IDEX RSUs, each allowing the holder the right to acquire an additional IDEX Share.

IDEX adopted an RSU Plan with an effective date of April 4, 2023 (the “IDEX RSU Plan”). The purpose of the IDEX RSU Plan is to promote and advance the interests IDEX by (i) providing Eligible Persons (as defined in the IDEX RSU Plan) with additional incentive through an opportunity to receive bonuses in the form of IDEX Shares, (ii) encouraging stock ownership by such Eligible Persons, (iii) increasing the proprietary interest of Eligible Persons in the success of IDEX, and (iv) increasing the ability to attract, retain and motivate Eligible Persons.

Under the IDEX RSU Plan, the aggregate maximum number of IDEX Shares made available for issuance under the IDEX RSU Plan shall be 4,500,000 IDEX Shares, subject to adjustments as provided in the IDEX RSU Plan. The IDEX Board shall administer the IDEX RSU Plan, and may delegate the administration and operation of the IDEX RSU Plan, in whole or in part, to a committee of the IDEX Board or to any member of the IDEX Board.

The maximum number of listed securities of IDEX (either issued directly or issuable on settlement of any IDEX RSUs or other convertible securities) which may be granted within any 12 month period to persons engaged in investor relations activities for IDEX must not exceed 1% of the number of IDEX Shares that are outstanding (on a non-diluted basis).

A RSU Award (as defined under the IDEX RSU Plan) shall be evidenced by a Restricted Share Unit Grant Agreement Certificate (“Certificate”). Each such Certificate shall include the following terms and conditions and such additional terms and conditions (in either case not inconsistent with the provisions of the IDEX RSU Plan and such provisions of the IDEX RSU Plan shall prevail in the event of a conflict between the IDEXRSU Plan and a Certificate or any other communications) as the IDEX Board shall determine, in its discretion:

(A) the number of IDEX RSUs subject to the RSU Award to be credited to the Participant’s Account (as defined under the IDEX RSU Plan);

(B) the date of grant of the RSU Award;

(D) any performance criteria;

(E) the settlement period and expiry date;

(F) the nature and duration of the restrictions, if any, to be imposed upon the sale or other disposition of IDEX Shares acquired upon settlement of the IDEX RSU; and

(G) such other terms, conditions and limitations permitted by and not inconsistent with the IDEX RSU Plan as the IDEX Board may determine.

The grant of an RSU Award shall entitle the Participant to the conditional right to receive for each IDEX RSU credited to the Participant’s Account, at the election of IDEX, either one IDEX Share or an amount in cash, in each case net of applicable taxes and contributions to government sponsored plans, as determined by the IDEX Board, equal to the market price of one IDEX Share on the date of settlement for each IDEX RSU credited to the Participant’s Account, subject to the conditions set out in the Certificate and in the IDEX RSU Plan, and subject to all other terms of the IDEX RSU Plan. IDEX RSUs may be settled during the Settlement Period (as defined in the IDEX RSU Plan) by delivery to IDEX of a notice in a form attached to the Certificate.

44 -

Notwithstanding any other provision of the IDEX RSU Plan, in the event of an actual or potential Change of Control Event (as defined in the IDEX RSU Plan), the IDEX Board may, in its discretion, without the necessity or requirement for the agreement or consent of any Participant: (i) accelerate, conditionally or otherwise, on such terms as it sees fit, the vesting date of any IDEX RSU; (ii) permit the conditional settlement of any IDEX RSU, on such terms as it sees fit; (iii) otherwise amend or modify the terms of the IDEX RSU, including for greater certainty permitting Participants to settle any IDEX RSU, to assist the Participants to tender the underlying IDEX Shares to, or participate in, the actual or potential Change of Control Event or to obtain the advantage of holding the underlying IDEX Shares during such Change of Control Event; and (iv) terminate, following the successful completion of such Change of Control Event, on such terms as it sees fit, the IDEX RSUs not settled prior to the successful completion of such Change of Control Event, including, without limitation, for no payment or other compensation.

If there is a change in the outstanding IDEX Shares by reason of any stock dividend or split, recapitalization, amalgamation, consolidation, combination or exchange of shares, or other corporate change, the IDEX Board shall make, subject to the prior approval of the Exchange where necessary, appropriate substitution or adjustment in

(A) the number or kind of IDEX Shares or other securities reserved for issuance pursuant to the IDEX RSU Plan, and
(B) the number and kind of IDEX Shares or other securities subject to unsettled and outstanding IDEX RSUs granted pursuant to the IDEX RSU Plan;

provided, however, that no substitution or adjustment shall obligate IDEX to issue fractional IDEX RSUs or shares. If IDEX is reorganized, amalgamated with another company or consolidated, the IDEX Board shall make such provisions for the protection of the rights of Participants as the IDEX Board in its discretion deems appropriate.

Promissory Notes

As at the date hereof, IDEX has promissory notes outstanding in respect of loans from the following parties:

(a) 2411763 Ontario Inc., in the amount of $50,000, dated October 24, 2024;
(b) Strayhorse Holdings Inc., in the amount of $100,000, dated January 23, 2025; and
(c) Regents Park Securities Ltd., in the amount of $150,000, dated October 30, 2024

(collectively, the "IDEX Promissory Notes").

The IDEX Promissory Notes bear interest at a rate of 12% per annum beginning from the issuance date and are repayable on demand by the holders of the IDEX Promissory Notes.

Each of Strayhorse Holdings Inc. and 2411763 Ontario Inc. are companies owned and controlled by Johnathan Dewdney, a director of IDEX and a proposed director of the Resulting Issuer following the completion of the Transaction.

Consolidated Capitalization

The following table sets out the consolidated capitalization of IDEX prior to the completion of the Transaction:

Designation of Security	Authorised	Outstanding as of January 31, 2025	Outstanding as of the date of this Filing Statement
Class A Shares	Unlimited	$2,815,994	$2,901,737
		(34,892,113	(36,192,113 IDEX
		IDEX Shares)	Shares)

45 -

Prior Sales

The following table sets out the issuances of IDEX Shares prior to the completion of the Transaction. Unless otherwise indicated, all IDEX Shares were issued pursuant to private placements.

Date	Price	Number of IDEX Shares
May 19, 2021	0.10	100^{1}
July 2, 2021	$0.005	4,500,000
July 21, 2021	$0.005	11,000,000
November 8, 2021	$0.05	5,500,000
June 10, 2022	$0.05	3,000,000
October 19, 2022	$0.15	2,785,000
October 25, 2022	$0.15	100,000
July 24, 2023	$0.15	500,000
August 17, 2023	$0.15	583,333
August 30, 2023	$0.15	1,500,000
November 2, 2023	$0.15	2,300,000
November 15, 2023	$0.15	1,000,000
May 15, 2024	$0.50	2,023,780
May 21, 2024	$0.50	100,000
March 13, 2025^{2}	$0.05	1,000,000
March 28, 2025^{2}	$0.05	300,000

Notes:
(1) Issued pursuant to incorporation, repurchased by IDEX on July 2, 2021
(2) issued pursuant to the exercise of stock options.

Compensation of Executive Officers

Named Executive Officer

“Named Executive Officer” (an “NEO”) means the CEO, the CFO and the most highly compensated executive officer, other than the CEO and CFO, whose total compensation was more than $150,000 at the end of the most recently completed financial year, as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an executive officer of IDEX at the end of the most recently completed financial year.

Clayton Fisher (CEO) and Eric Tsung (CFO) are each a NEO of IDEX for the purposes of the following disclosure.

Compensation Discussion and Analysis

The purpose of this Compensation Discussion and Analysis is to provide information about IDEX’s executive compensation objectives and processes and to discuss compensation decisions relating to its NEOs listed in the Summary Compensation Table that follows.

The IDEX Board assumes responsibility for reviewing and monitoring the long-range compensation strategy for the senior management of IDEX.

46 -

Philosophy and Objectives

The compensation program for the senior management of IDEX is designed to ensure that the level and form of compensation achieves certain objectives, including:

(a) attracting and retaining qualified executives;

(b) motivating the short and long-term performance of these executives; and

In compensating its senior management, IDEX has employed a combination of base salary and equity participation through its incentive stock option plan (as described below). Given the evolving nature of IDEX’s business, the IDEX Board continues to review and redesign the overall compensation plan for senior management so as to continue to address the objectives identified above.

Base Salary

In the IDEX Board’s view, paying base salaries which are reasonable in relation to the level of service expected while remaining competitive in the markets in which IDEX operates is a first step to attracting and retaining qualified and effective executives. Competitive salary information on comparable companies within the industry is compiled from a variety of sources, including surveys conducted by independent consultants and national and international publications.

Compensation Risks

The IDEX Board is aware of the fact that compensation practices can have unintended risk consequences. The IDEX Board will continually review IDEX’s compensation policies to identify any practice that might encourage an employee to expose IDEX to unacceptable risk. At the present time the IDEX Board is satisfied that the current executive compensation program does not encourage the executives to expose the business to inappropriate risk. The IDEX Board takes a conservative approach to executive compensation rewarding individuals for the success of IDEX once that success has been demonstrated and providing incentives to continue achieving that success through the grant of long-term incentive awards.

Hedging Policy

Since IDEX is a private corporation, a hedging policy has not been considered by the IDEX Board.

Share-Based and Option-Based Awards

IDEX has implemented a stock option plan and RSU plan, and has issued both IDEX Options and IDEX RSUs. For additional information, please see “Information Concerning IDEX – Description of the Securities – Options” and “Information Concerning IDEX – Description of the Securities – RSUs”.

Table of Compensation Excluding Compensation Securities

The following table provides a summary of compensation paid, directly or indirectly, for each of the two most recently completed financial years to IDEX’s Named Executive Officers and its directors:

47 -

Name and Position	Year	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of perquisites ($)	Value of All Other Compensation ($)	Total Compensation ($)
Clayton Fisher, CEO and Director^{(1)}	2024	120,000	Nil	Nil	Nil	Nil	120,000
	2023	33,000	Nil	Nil	Nil	Nil	33,000
Eric Tsung, CFO^{(2)}	2024	90,000	Nil	Nil	Nil	Nil	90,000
	2023	15,000	Nil	Nil	Nil	Nil	15,000
Johnathan Dewdney Director^{(3)}	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
Simon Dyakowski Director^{(4)}	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	N/A	N/A	N/A	N/A	N/A	N/A
Tamas Bakacs Former Director^{(5)}	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil

Notes:
1) CEO and Director since March 2, 2022.
2) CFO since October 25, 2023.
3) Director since June 5, 2022.
4) Director since December 1, 2023.
5) Director from March 2, 2022 to August 31, 2024.

Outstanding Share Based Awards and Option Based Awards

As at March 31, 2025 there were IDEX Options to purchase up to an additional 1,600,000 IDEX Shares outstanding, IDEX Warrants to purchase up to an additional 1,061,890 IDEX Shares outstanding, IDEX Finder’s Warrants to purchase up to an additional 58,296 IDEX Shares outstanding and IDEX RSUs to acquire up to an additional 4,100,000 IDEX Shares outstanding.

The following table discloses all compensation securities granted or issued to IDEX’s Named Executive Officers and directors as of March 31, 2025:

48 -

Name and Position	Type of Compensation Security	Number of Compensation Securities, Number of Underlying Securities, and Percentage of Class	Date of Issue or Grant	Issue, Conversion or Exercise Price ($)	Closing Price of Security or Underlying Security on Date of Grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
Clayton Fisher, CEO and Director	Options	150,000 (150,000 Common Shares)(0.41%)	January 1, 2024	0.15	N/A	N/A	January 1, 2029
	RSUs	1,000,000 (1,000,000 Common Shares (2.76%)	March 22, 2025	N/A	N/A	N/A	December 31, 2028
Eric Tsung, CFO	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Johnathan Dewdney Director	RSUs	350,000 (350,000 Common Shares) (0.97%)	January 1, 2024	N/A	N/A	N/A	December 1, 2027
	Options	150,000 (150,000 Common Shares) (0.41%)	January 1, 2024	0.15	N/A	N/A	January 1, 2029
Simon Dyakowski Director	RSUs	150,000 (150,000 Common Shares) (0.41%)	January 1, 2024	N/A	N/A	N/A	December 1, 2027
	Options	150,000 (150,000 Common Shares) (00.41%)	January 1, 2024	0.15	N/A	N/A	January 1, 2029

Pension Plan Benefits

IDEX does not have a pension plan and does not pay pension benefits to any of its NEOs.

Termination and Change of Control Benefits

On March 21, 2025, IDEX entered into an amended and restated consulting agreement with 3EB Ventures Ltd., a company owned and controlled by Clayton Fisher, pursuant to which Clayton Fisher provides CEO services to IDEX (the “3EB Ventures Consulting Agreement”). Pursuant to the 3EB Ventures Consulting Agreement, IDEX pays 3EB Ventures Ltd. compensation of $10,000 per month. The 3EB Ventures Consulting Agreement may be terminated by either party on 30 days’ advance written notice, provided that in the event that a change of control occurs within six months prior to or after termination, then 3EB Ventures Ltd. is entitled to receive a termination payment from IDEX in an amount equal to two years of the monthly consulting fees.

Except as set forth above, there are no termination or change of control payment obligations from IDEX to any other director or officer.

Non-Arm’s Length Party Transactions

Since incorporation, IDEX has not entered into any transactions that could be considered to be non-arm’s Length within the meaning of applicable laws, except as described below.

On October 24, 2024, IDEX issued an IDEX Promissory Note for $50,000 to 2411763 Ontario Inc., a company owned and controlled by Johnathan Dewdney, a director of IDEX. On January 23, 2025, IDEX issued an IDEX Promissory Note for $100,000 to Strayhorse Holdings Inc., a company owned and controlled by Johnathan Dewdney, a director of IDEX.

49 -

Legal Proceedings

There are no pending legal proceedings to which IDEX is or is likely to be a party, or of which IDEX’s projects or any of its assets is the subject matter.

Material Contracts

The following are the material contracts of IDEX, other than contracts entered into in the ordinary course of business, entered into since incorporation:

the Agency Agreement dated April 10, 2025 between the Issuer, IDEX and the Agents;
the Subscription Receipt Agreement dated April 10, 2025 between the Issuer, Canaccord, IDEX and Odyssey;
the Warrant Indenture dated April 10, 2025 between the Issuer, IDEX and Odyssey;
the Amalgamation Agreement dated November 28, 2024 among IDEX and the Issuer, as described under “The Transaction – The Amalgamation Agreement”; and
The Long Canyon SPA dated November 16, 2022 among IDEX, US Critical Metals Corp. and 1212242 B.C. Ltd., as further described under “Information Concerning IDEX – Properties under Option and Joint Development – Long Canyon Property”.

Copies of these agreements may be inspected without charge during regular business hours at the offices of McMillan LLP, 1500 - 1055 West Georgia Street, Vancouver, British Columbia V6E 4N7 until 30 days after the Completion of the Qualifying Transaction and may be found on SEDAR at www.sedarplus.ca.

THE TRANSACTION

Overview

Effective November 28, 2024, the Issuer and IDEX entered into the Amalgamation Agreement, which sets forth the terms of and provides for the implementation of the Transaction. Pursuant to the Amalgamation Agreement, Goodbridge will acquire all of the issued and outstanding shares of IDEX in exchange for post-Consolidation Goodbridge Shares.

Description of the Transaction

The Consolidation

Prior to Closing, the Issuer will complete the Consolidation whereby the Issuer will consolidate the Goodbridge Shares on the basis of one (1) post-Consolidation Goodbridge Share for every three (3) pre-Consolidation Goodbridge Shares. Upon completion of the Consolidation, Goodbridge will have approximately 1,566,133 Goodbridge Shares issued and outstanding, assuming exercise of any convertible securities (subject to rounding). Pursuant to the Issuer’s Articles, the Consolidation will be effected by way of a resolution of the Goodbridge Board.

The Name Change

In connection with the Transaction, the Issuer will change its name to “IDEX Metals Corp.” (the “Name Change”). Pursuant to the Issuer’s Articles, the Name Change will be effected by way of a resolution of the Goodbridge Board.

The Concurrent Financings

In connection with the Transaction, IDEX completed the Subscription Receipt Financing of 8,820,000 IDEX Subscription Receipts, at a price per IDEX Subscription Receipt of $0.50 for total gross proceeds of $4,410,000. Each

50 -

IDEX Subscription Receipt will be convertible into one unit comprised of one IDEX Share and one-half of an IDEX Warrant. Additionally, Goodbridge intends to complete the Unit Financing of 1,200,000 Goodbridge Units, at a price per Goodbridge Unit of $0.50 for total gross proceeds of $600,000. Each Goodbridge Unit will be comprised of one Goodbridge Share and one-half of a Goodbridge Warrant. For additional information, please see “The Concurrent Financings” below.

The Amalgamation

Pursuant to the Amalgamation Agreement between the Issuer and IDEX, the Issuer will acquire all of the IDEX Shares, thereby resulting in the indirect acquisition of SRR, which is the 100% legal and beneficial holder of the IDEX Material Projects.

At the Effective Time, the Transaction will be effected as follows:

IDEX and Goodbridge Sub will amalgamate and continue as one corporation under the BCBCA;
each IDEX Shareholder will receive one (1) post-Consolidation Goodbridge Share in exchange for each IDEX Share held by such holder and the IDEX Shares will be cancelled;
the Goodbridge Sub Shares will be cancelled and replaced by Amalco Shares on the basis of one Amalco Share for each one Goodbridge Sub Share;
all of the property and assets of each of Goodbridge Sub and IDEX will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Goodbridge Sub and IDEX; and
in consideration for Goodbridge’s issuance of post-Consolidation Goodbridge Shares, Amalco will issue to Goodbridge one Amalco Share for each post-Consolidation Goodbridge Share issued by Goodbridge to the IDEX Shareholders.

IDEX Convertible Securities

Upon completion of the Transaction, the IDEX Options, IDEX Warrants and IDEX RSUs will cease to represent a right to acquire IDEX Shares and will provide the right to acquire post-Consolidation Goodbridge Shares, all in accordance with the adjustment provisions provided in the certificates representing the IDEX Options, IDEX Warrants and IDEX RSUs.

The Amalgamation Agreement

Effective November 28, 2024, the Issuer and IDEX entered into the Amalgamation Agreement, which sets forth the terms of and provides for the implementation of the Transaction, as described above.

A summary of the principal terms of the Amalgamation Agreement is provided in this section. This summary does not purport to be complete and is qualified in its entirety by the full text of the Amalgamation Agreement which the Issuer has filed under its profile on SEDAR (www.sedarplus.ca). The Amalgamation Agreement contains covenants, representations and warranties of and from each of the Issuer and IDEX and various conditions precedent, both mutual and with respect to each party to the Amalgamation Agreement.

Representations, Warranties and Covenants of Goodbridge

The Amalgamation Agreement contains customary representations and warranties of the parties. The representations and warranties given by each of Goodbridge are customary for transactions of this nature in respect of matters pertaining to, among other things, its corporate existence and power, its capitalization, its authority to enter into and to perform its obligations under the Amalgamation Agreement, the non-violation of its contractual and other obligations in respect of its assets, its financial statements, the absence of any undisclosed liabilities, its status as a “reporting issuer” in the applicable jurisdictions, the absence of any undisclosed liabilities, the absence of material

51 -

changes, its material contracts, its compliance with applicable laws, the absence of litigation matters, its licenses for carrying out its business, its good and marketable title to or valid interest in all of its assets and certain tax matters.

The Amalgamation Agreement also imposes certain obligations on Goodbridge to, among other things, take all actions as are reasonably required to permit the completion of the Transaction and to make reasonable commercial efforts to satisfy all conditions precedent to closing in the Amalgamation Agreement to be satisfied by it as soon as practicable. In addition, the Amalgamation Agreement provides that Goodbridge is prohibited from engaging in discussion or negotiations or entering into any agreement involving Goodbridge which is similar to the Transaction without the written consent of IDEX.

Representations, Warranties and Covenants of IDEX

The representations and warranties given by IDEX are customary for transactions of this nature in respect of matters pertaining to, among other things, its corporate existence and power, its capitalization, its authority to enter into and to perform its obligations under the Amalgamation Agreement, the non-violation of its contractual and other obligations in respect of its assets, its financial statements, the absence of any undisclosed liabilities, the absence of material changes, its material contracts, its compliance with applicable laws, the absence of litigation matters, its licenses for carrying out its business, its interests in any real property, its good and marketable title to or valid leasehold interest in all of its assets, its ownership of its intellectual property and the rights to use the licensed intellectual property and certain tax matters.

The Amalgamation Agreement also imposes certain obligations on IDEX to, among other things, take all actions as are reasonably required to permit the completion of the Transaction and to make reasonable commercial efforts to satisfy all conditions precedent to closing in the Amalgamation Agreement to be satisfied by it as soon as practicable. In addition, the Amalgamation Agreement provides that IDEX is prohibited from engaging in discussion or negotiations or entering into any agreement involving IDEX which is similar to the Transaction without the written consent of Goodbridge.

Conditions of Closing

The obligations of each of the parties to consummate the Transaction are subject to the satisfaction or waiver of certain conditions, including the following:

shareholder approval of the Transaction by a special majority of IDEX Shareholders;
the Transaction becoming effective on or prior to the Outside Date;
completion of the Concurrent Financings for minimum gross proceeds of $4,000,000;
the Issuer and IDEX obtaining all necessary consents, orders and regulatory approvals, including the conditional approval of the Exchange subject only to customary conditions of closing;
there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by the Amalgamation Agreement and the Qualifying Transaction or Transaction;
dissent rights not having been exercised by greater than 5% of the IDEX Shareholders;
the Amalgamation Agreement shall not have been terminated;
the Name Change shall be completed;
no material change occurring to the business of Goodbridge or IDEX;
the satisfaction of obligations under the Amalgamation Agreement relating to each of Goodbridge and IDEX; and

the delivery by each of the parties of standard closing documents.

Termination

The Amalgamation Agreement may be terminated in any of the following circumstances:

by mutual agreement of Goodbridge and IDEX;
by any party if the closing has not occurred on or before the Outside Date, or such later date as may be agreed to by the Issuer and IDEX;
by Goodbridge, if there has been a material breach by IDEX of any representation, warrant, covenant or agreement set forth in the Amalgamation Agreement or any of the documents contemplated thereby, which breach IDEX fails to cure within ten (10) business days after written notice thereof is given by Goodbridge;
by IDEX if there has been a material breach by Goodbridge of any representation, warrant, covenant or agreement set forth in the Amalgamation Agreement or any of the documents contemplated thereby, which breach Goodbridge fails to cure within ten (10) business days after written notice thereof is given by IDEX; or
by any party if Exchange approval for the Qualifying Transaction is not received or any regulatory authority has notified in writing to either party that it will not permit the Qualifying Transaction.

THE CONCURRENT FINANCINGS

The Concurrent Financings consist of the Subscription Receipt Financing and the Unit Financing, as contemplated in the Agency Agreement. On April 10, 2025, IDEX completed the Subscription Receipt Financing of 8,820,000 IDEX Subscription Receipts at a price per IDEX Subscription Receipt of $0.50 for total gross proceeds of $4,410,000. Additionally, Goodbridge intends to complete the Unit Financing of 1,200,000 Goodbridge Units, at a price per Goodbridge Unit of $0.50 for total gross proceeds of $600,000. The Unit Financing is expected to close concurrently with the closing of the Transaction. The aggregate gross proceeds for the Concurrent Financings will be $5,010,000.

The net proceeds from the Concurrent Financings will be used to conduct the recommended work program for each of the IDEX Material Projects and for working capital purposes. See "Information Concerning the Resulting Issuer" – "Stated Business Objectives" below.

The Subscription Receipt Financing

Each IDEX Subscription Receipt will, prior to the effective time of the Transaction, automatically convert into one unit comprised of one IDEX Share and one-half of an IDEX Warrant for no additional consideration upon the satisfaction of the Escrow Release Conditions. The IDEX Shares and IDEX Warrants issued upon conversion of the IDEX Subscription Receipts will be exchanged for securities of the Resulting Issuer pursuant to the Transaction, following which each Resulting Issuer Warrant will be exercisable at a price of $0.70 per Resulting Issuer Share for a period of 24 months from the date of the satisfaction of the Escrow Release Conditions, as more particularly described in the Warrant Indenture..

In connection with the closing of the Subscription Receipt Financing on April 10, 2025, IDEX issued 305,900 warrants to the Agents (the "Agent's Warrants") and paid finder's fees of $152,950 (the "Cash Fee"). The gross proceeds of the Subscription Receipt Financing, less: (i) 50% of the Cash Fee; and (ii) the expenses of the Agents incurred in connection with the Financing (collectively, the "Escrowed Proceeds") were delivered by Canaccord to, and held by Odyssey, acting as the escrow agent and invested pursuant to the terms of a subscription receipt agreement (the "Subscription Receipt Agreement"), entered into by and between the Issuer, IDEX, Canaccord (on behalf of the Agents) and Odyssey, acting as the subscription receipt agent. The Escrowed Proceeds, together with all interest and other income earned thereon, are referred to herein as the "Escrowed Funds".

53 -

If (i) the Escrow Release Conditions are not satisfied prior to the Escrow Deadline; (ii) the Amalgamation Agreement is terminated prior to the Escrow Deadline; or (iii) IDEX advises the Agents or announces to the public that it does not intend to satisfy the Escrow Release Conditions (each such event being a “Termination Event”), then as soon as practicable following the Termination Event and in any event within five business days following the date upon which a Termination Event occurs, Odyssey shall return to each holder of IDEX Subscription Receipts and the pro-rata portion of interest and other income earned thereon, less applicable withholding taxes, and the Subscription Receipts shall be cancelled. IDEX will be responsible and liable to the holders of the IDEX Subscription Receipts for any shortfall between the aggregate subscription price paid by the original purchasers of the Subscription Receipts and the amount of the Escrowed Funds.

The Unit Financing

Each Goodbridge Unit will be comprised of one Goodbridge Share and one-half of a Goodbridge Warrant. The Goodbridge Shares and Goodbridge Warrants will be exchanged for securities of the Resulting Issuer pursuant to the Transaction, following which each Goodbridge Warrant will be exercisable at a price of $0.70 per Resulting Issuer Share for a period of 24 months from the Closing Date, as more particularly described in the Warrant Indenture.

In connection with the Unit Financing, the Issuer expects to issue 84,000 Agent’s Warrants and pay finder’s fees of $42,000.

Following completion of the Transaction, each Agent’s Warrant entitles the holder thereof to purchase one Resulting Issuer Share at a price of $0.50 per Resulting Issuer Share for a period of 24 months from the date of issuance.

INFORMATION CONCERNING THE RESULTING ISSUER

Corporate Structure

The Resulting Issuer intends to change its name to “IDEX Metals Corp.” upon the Completion of the Qualifying Transaction and will continue to be incorporated under the BCBCA. The head office of the Resulting Issuer will be located at 1188 – 1095 West Pender Street, Vancouver, BC V6W 2M6 and the registered and records office of the Resulting Issuer will be located at 1500 - 1055 West Georgia Street, Vancouver, British Columbia V6E 4N7.

Following completion of the Transaction, Amalco will be a wholly-owned subsidiary of the Resulting Issuer and will be named “Idaho Silver Corp.” IDEX’s wholly-owned subsidiary, SRR will also become an indirect wholly-owned subsidiary of the Resulting Issuer.

54 -

Narrative Description of the Business

After Completion of the Qualifying Transaction, the Resulting Issuer will be a natural resource company engaged in the acquisition, development and operation of mineral properties, with its principal focus at this stage on the IDEX Material Projects in the state of Idaho. The Resulting Issuer will be an exploration stage company with no producing properties and consequently no current operating income cash flow or revenues and will not provide any products or services to third parties. There is no assurance that a commercially viable mineral deposit exists at either of the IDEX Material Projects.

See “Information Concerning IDEX – General Development of the Business”, “Information Concerning IDEX – Amie Project” and “Information Concerning IDEX – Freeze Project”.

Stated Business Objectives

The Resulting Issuer expects to use its available working capital to finance the exploration and development of their mining projects, including the IDEX Material Projects, to identify, evaluate and acquire other economic mineral resource opportunities, pursue business development opportunities, and for general working capital.

The Resulting Issuer intends to conduct the recommended work program for each of the IDEX Material Projects. See “Information Concerning IDEX – Amie Project – Exploration” and “Information Concerning IDEX – Freeze Project” for additional information. The Resulting Issuer may, in the future, seek to complete additional property acquisitions.

Milestones

The principal milestones for the Resulting Issuer’s business and related costs are estimated as follows:

55 -

Milestone	Target Date	Cost
Freeze Project Phase 1 Work Program	Spring 2025 & Summer 2025	US$793,100
Amie Project Phase 1 Work Program	Fall 2025 & Winter 2026	US$184,000

Summary Pro Forma Financial Information

The following table sets out certain pro forma financial information of the Resulting Issuer as of January 31, 2025 after giving effect to the Transaction and should be read in conjunction with the pro forma statement of financial position of the Resulting Issuer attached as Schedule "H".

| | Resulting Issuer Pro Forma
as at January 31, 2025
($) |
| --- | --- |
| Current assets | 4,948,707 |
| Investments | 140,058 |
| Reclamation deposits | 7,243 |
| Exploration and evaluation assets | 847,330 |
| Total Assets | 5,943,338 |
| Current liabilities | 782,426 |
| Non-Current liabilities | nil |
| Total liabilities | 782,426 |
| Shareholders’ equity | 5,160,912 |

Description of the Securities

Common Shares

The authorized capital of the Resulting Issuer will consist of an unlimited number of common shares without par value and an unlimited number of preferred shares without par value. Upon completion of the Transaction and Concurrent Financings, the Resulting Issuer expects to have issued and outstanding approximately 47,572,779 Resulting Issuer Shares, 1,736,067 Resulting Issuer Options, 69,400 Resulting Issuer Agent’s Options, 6,520,086 Resulting Issuer Warrants, 389,900 Agent’s Warrants (assuming Agent’s Warrants are issued with respect to all Goodbridge Units issued in the Unit Financing) and 4,100,000 Resulting Issuer RSUs. All share figures in this section titled “Information Concerning the Resulting Issuer” are presented on a post-Consolidation basis unless otherwise indicated.

The holders of Resulting Issuer Shares will be entitled to vote at all meetings of shareholders of the Resulting Issuer, to receive dividends if, as and when declared by the directors and, to participate rateably in any distribution of property or assets upon the liquidation, winding-up or other dissolution of the Resulting Issuer. The Resulting Issuer Shares will carry no pre-emptive rights, conversion or exchange rights, or redemption, retraction, repurchase, sinking fund or purchase fund provisions, except as provided above. There will be no provisions requiring a holder of the Resulting Issuer Shares to contribute additional capital and no restrictions on the issuance of additional securities by the Resulting Issuer. There will be no restrictions on the repurchase or redemption of Resulting Issuer Shares by the Resulting Issuer except to the extent that any such repurchase or redemption would render the Resulting Issuer insolvent.

56 -

RSUs

Upon completion of the Transaction, the Resulting Issuer is expected to have 4,100,000 Resulting Issuer RSUs, each allowing the holder the right to acquire an additional Resulting Issuer Share.

Warrants

Upon completion of the Transaction, the Resulting Issuer is expected to have 6,520,086 Resulting Issuer Warrants outstanding, including 5,010,000 Resulting Issuer Warrants, 389,900 Agent's Warrants to be issued in connection with the Concurrent Financings, 1,061,890 Resulting Issuer Warrants to be issued in exchange for the outstanding IDEX Warrants pursuant to the Transaction, and 58,296 Resulting Issuer Warrants to be issued in exchange for the outstanding IDEX Agent's Warrants pursuant to the Transaction. Resulting Issuer Warrants will be exercisable to acquire one Resulting Issuer Share at an exercise price of $0.70 per Resulting Issuer Share, until the date that is 24 months following the original date of issuance. Notwithstanding this, each Resulting Issuer Warrant that will be issued in exchange for outstanding IDEX Agent's Warrants will be exercisable at an exercise price of $0.50.

Agent's Options

Upon completion of the Transaction, the Resulting Issuer is expected to have 69,400 Resulting Issuer Agent's Options outstanding, each allowing the holder to acquire an additional Resulting Issuer Share at a price of $0.30 per Resulting Issuer Share, until February 22, 2028.

Stock Options

Upon completion of the Transaction, the Resulting Issuer is expected to have 1,736,067 Resulting Issuer Options (excluding the Resulting Issuer Agent's Options). 1,600,000 of the Resulting Issuer Options issued in exchange for IDEX Options pursuant to the Transaction are exercisable to purchase Resulting Issuer Shares at a price of $0.15 per Resulting Issuer Share, expiring between April 4, 2028 and January 1, 2029. 66,667 of the Resulting Issuer Options are exercisable to purchase Resulting Issuer Shares at a price of $0.15 per Resulting Issuer Share, expiring on May 26, 2027. 69,400 of the Resulting Issuer Options are exercisable to purchase Resulting Issuer Shares at a price of $0.30 per Resulting Issuer Share, expiring on February 22, 2028.

Following the closing of the Transaction, the Omnibus Incentive Plan is expected to supersede and replace the Stock Option Plan as the equity incentive plan of the Resulting Issuer. See "Information Concerning the Resulting Issuer - Omnibus Incentive Plan." The Omnibus Incentive Plan must be adopted and implemented by the Goodbridge Shareholders.

Pro Forma Consolidated Capitalization

The following table sets out the capitalization of the Resulting Issuer after giving effect to the Transaction:

Designation of Security	Amount authorized or to be authorized	Amount outstanding after giving effect to the Transaction^{(1)(2)(3)}
Common Shares	Unlimited	47,572,779

Notes:

(1) As at January 31, 2025, and after giving effect to the Transaction, the Resulting Issuer has a pro forma consolidated deficit of $4,554,641.
(2) The Resulting Issuer will have an additional 11,025,553 Resulting Issuer Shares reserved for issuance pursuant to outstanding Resulting Issuer Warrants, Agent's Warrants, Resulting Issuer Options, Resulting Issuer RSUs and Resulting Issuer Agent's Options. See "Fully Diluted Share Capital," below.

Fully Diluted Share Capital

The following table states the fully diluted share capital of the Resulting Issuer after giving effect to the Transaction:

57 -

Description of Security	Number of Securities (#)	Approximate Percentage of Total^{(1)}
Goodbridge Shares issued as at the date of this Filing Statement (on a post-Consolidation basis)	1,360,666^{(2)}	2.27%
Resulting Issuer Shares to be issued to IDEX Shareholders pursuant to the Transaction	36,192,113	53.20%
Resulting Issuer Shares to be issued in connection with the Concurrent Financings	10,020,000	16.70%
Resulting Issuer Shares to be reserved for issuance upon exercise of IDEX Options	1,600,000	2.67%
Resulting Issuer Shares to be reserved for issuance upon exercise of Goodbridge options	136,067	0.23%
Resulting Issuer Shares to be reserved for issuance upon exercise of Resulting Issuer Agent’s Options	69,400	0.12%
Resulting Issuer Shares to be reserved for issuance upon exercise of IDEX Warrants and IDEX Finders Warrants	1,120,186	1.87%
Resulting Issuer Shares to be reserved for issuance upon exercise of IDEX RSUs	4,100,000	6.83%
Resulting Issuer Shares to be reserved for issuance upon exercise of the IDEX Warrants and Goodbridge Warrants issued in connection with the Concurrent Financings	5,010,000	8.35%
Resulting Issuer Shares to be reserved for issuance upon exercise of the Agent’s Warrants issued in connection with the Concurrent Financings	389,900	0.65%
Total	59,998,332

Notes:
(1) Calculated on a fully-diluted basis, rounded to two decimal places.
(2) 666,667 of these Resulting Issuer Shares will be subject to the CPC Escrow Agreement and 5,300,000 Resulting Issuer Shares will be subject to the QT Escrow Agreement. See “Escrowed Securities”.

58 -

Available Funds and Principal Purposes

As of March 31, 2025, and after giving effect to the Transaction and the Concurrent Financings, the Resulting Issuer will have an estimated working capital of $4,041,000. It is the Resulting Issuer’s intention to use these funds to fund operations after the Completion of the Qualifying Transaction as follows:

Use of Available Funds
Freeze Project Work Program	$1,140,000^{(1)}
Amie Project Work Program	$265,000^{(1)}
Costs relating to mining projects	$486,000^{(2)}
General and administrative costs	$1,240,000
Estimated costs to complete the Transaction	$100,000
Unallocated working capital	$810,000
Total	$4,041,000

(1) Converted from USD to CAD based on the Bank of Canada daily exchange rate on March 31, 2025 of USD $1.00 = CAD $1.4376.
(2) Consists of (i) US$58,000 to be spent on geophysics on the Mineral Mountain Project, (ii) US$174,000 for BLM claim maintenance fees (based on a US$200 annual fee payable for each claim held by IDEX), and (iii) US$106,000 for Idaho Department of Lands lease payments.

The Resulting Issuer’s working capital will be sufficient to fund its planned operations for at least the next twelve months, including funding for the current work programs for the IDEX Material Projects.

Pending utilisation of the available funds, the Resulting Issuer intends to invest the funds in short term, interest bearing instruments.

The Resulting Issuer intends to use the available funds as indicated above. There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary.

Dividends

The Resulting Issuer does not currently intend to declare any dividends payable to the holders of the Resulting Issuer Shares. The Resulting Issuer has no restrictions on paying dividends, but if the Resulting Issuer generates earnings in the foreseeable future, it expects that they will be retained to finance growth, if any. The directors of the Resulting Issuer will determine if and when dividends should be declared and paid in the future based upon the Resulting Issuer’s financial position at the relevant time. All of the Resulting Issuer Shares are entitled to an equal share in any dividends declared and paid.

Principal Securityholders

Upon Completion of the Qualifying Transaction, other than as set out below, no shareholders of record are anticipated to own or beneficially, directly or indirectly, or exercise control or direction over voting securities of the Resulting Issuer carrying more than 10% of the voting rights attached to the Resulting Issuer Shares.

59 -

Name	Number and Percentage of Resulting Issuer Shares after giving effect to the Qualifying Transaction and % of Class Held or Controlled
Johnathan Dewdney	5,516,667 Resulting Issuer Shares (11.60%)^{(1)(2)}

Notes:

(1) Crowsnest Advisory, a company owned and controlled by Johnathan Dewdney, will also hold 350,000 Resulting Issuer RSUs and 150,000 Resulting Issuer Options. Strayhorse Holdings Inc., a company owned and controlled by Johnathan Dewdney, will hold 250,000 Resulting Issuer Warrants. On a fully-diluted basis, Mr. Dewdney will have direction or control of 6,266,667 Resulting Issuer Shares, representing 10.4% of the Resulting Issuer Shares on a fully-diluted basis.

(2) Other than 500,000 Resulting Issuer Shares and 250,000 Resulting Issuer Warrants acquired in the Subscription Receipt Financing by Strayhorse Holdings Inc., a company owned and controlled by Mr. Dewdney, the Resulting Issuer securities owned, controlled or directed by Mr. Dewdney will be subject to the QT Escrow Agreement. See “Escrowed Securities,” below.

Directors, Officers and Promoters

The following table sets out the name, municipality and province of residence, position with the Resulting Issuer, current principal occupation, period during which served as a director, and the number and percentage of Resulting Issuer Shares which will be beneficially owned, directly or indirectly, or over which control or direction is proposed to be exercised, by each of the Resulting Issuer’s directors and officers following completion of the Transaction.

Name, Residence and Proposed Position with the Resulting Issuer	Principal Occupation During Last Five Years	Director/Officer of Goodbridge/IDE X Since	Anticipated Number and Percentage of Resulting Issuer Shares owned or controlled on completion of the Transaction^{(1)}
Clayton Fisher
CEO and Director
British Columbia	CEO of IDEX Metals since March 2022; CEO and CFO of Logica Ventures Corp. since March 2023; CFO of Discovery Harbour Resources Corp. since November 2023; Founder and CEO of 3EB Ventures Ltd. since 2019; Investment Advisor at Raymond James Ltd. from 2017 to 2019.	Officer and Director of IDEX since March 2022	1,000,000^{(2)}
(2.1%)
Eric Tsung
CFO and Corporate Secretary
British Columbia	Principal of Quantum LLP since September 2017; CFO of IDEX since October 2023; CEO of Eco Oro Minerals Corp. since September 13, 2024 and CFO of Eco Oro Minerals Corp. since August 2017; CFO of Fabled CopperCorp. from September 2021 to February 2024.	Officer of IDEX since October 2023	Nil
David Hladky
Vice President, Exploration
British Columbia	Vice President, Exploration of IDEX since December 2023; professional geologist since 2004.	Officer of IDEX since December 8, 2023	Nil^{(3)}

60 -

Name, Residence and Proposed Position with the Resulting Issuer	Principal Occupation During Last Five Years	Director/Officer of Goodbridge/IDE X Since	Anticipated Number and Percentage of Resulting Issuer Shares owned or controlled on completion of the Transaction(1)
Sharyn Alexander
Vice President, Corporate Development
British Columbia	Vice President, Corporate Development of IDEX since February 2025; President of Sun Summit Minerals Corp. from November 2021 to January 2025; Director of Discovery Harbour Resources Corp. from June 2024 to Present; CEO of Nordique Resources Inc. from March 2025 to Present	Officer of IDEX since February 6, 2025	Nil
Johnathan Dewdney
Director
British Columbia	Corporate advisory professional since 2014	Director of IDEX since June 2022	5,516,667(4)
(11.60%)
Simon Dyakowski
Director
British Columbia	CEO of Aztec Minerals Corp. since 2021; Corporate advisory professional since 2012.	Director of IDEX since December 2023	Nil(5)
(0%)
Anne Labelle
Director
British Columbia	Geologist, Lawyer and Corporate Director since the mid 1990. Founder of Sterling Green Law Corporation since 2014.	Director of IDEX since September 2024	Nil

Notes:
(1) On an undiluted basis, assuming 47,572,779 Resulting Issuer Shares are issued and outstanding upon the completion of the Qualifying Transaction.
(2) 3EB Ventures Ltd., a company owned and controlled by Clayton Fisher, will hold 150,000 Resulting Issuer Options and 1,000,000 Resulting Issuer RSUs.
(3) David Hladky will hold 500,000 Resulting Issuer Options and 150,000 Resulting Issuer RSUs.
(4) Crowsnest Advisory, a company owned and controlled by Johnathan Dewdney, will also hold 350,000 Resulting Issuer RSUs and 150,000 Resulting Issuer Options. Strayhorse Holdings Inc., a company owned and controlled by Johnathan Dewdney, will hold 250,000 Resulting Issuer Warrants.
(5) Simon Dyakowski will hold 150,000 Resulting Issuer Options and 150,000 Resulting Issuer RSUs. Johanna Dyakowski, the spouse of Simon Dyakowski, will hold 400,000 Resulting Issuer Shares.

On Completion of the Qualifying Transaction, the directors and officers of the Resulting Issuer as a group will beneficially own, directly or indirectly, or exercise control or direction over an aggregate of 6,766,667 Resulting Issuer Shares, representing 14.2% of the issued and outstanding Resulting Issuer Shares, assuming 47,572,779 Resulting Issuer Shares are issued and outstanding upon the completion of the Qualifying Transaction. Each director's term of office will expire at the next annual meeting of the shareholders unless re-elected at such meeting.

The Resulting Issuer's audit committee will be made up of Johnathan Dewdney (chair), Simon Dyakowski and Anne Labelle. There are no other committees of the board of directors of the Resulting Issuer being contemplated at this time.

61 -

The directors and officers will devote their time and expertise as required by the Resulting Issuer, however, it is not anticipated that any director or officer will devote 100% of their time to the activities of the Resulting Issuer. All of the Resulting Issuer’s directors and officers will be engaged as independent contractors. See also “Management” below.

Management

Additional biographic information about the proposed directors and officers of the Resulting Issuer is provided below.

Clayton Fisher, Age 44 – Chief Executive Officer and Director

Clayton Fisher has over 17 years of experience in the capital markets sector. Mr. Fisher has held positions as CEO, director, and strategic advisor for private and public corporations, with a primary focus on advancing mining ventures. His leadership and navigation of complex market landscapes have consistently driven sustainable growth and maximized shareholder value. With a sophisticated understanding of the mining sector, Mr. Fisher now provides corporate advisory services to integrated early stage companies. Mr. Fisher holds an Economics and Finance Degree from the University of Victoria.

Eric Tsung, Age 47 – Chief Financial Officer and Corporate Secretary

Eric Tsung has over 20 years’ experience in financial services and consulting. Mr. Tsung has developed extensive experience in internal and external financial reporting, operations, mergers and acquisitions (M&A), public and private financing. Mr. Tsung is now serving as Chief Financial Officer of various junior mining companies listed on the TSX Venture Exchange and Canadian Securities Exchange.

David Hladky, Age 51 – Vice President, Exploration

David Hladky is a Professional Geologist with over 25 years of hands-on experience in Canada and Internationally, including in the US, Mexico, Brazil, Argentina and Peru. Recently, Mr. Hladky has been working as a consultant for projects in Nevada, Ontario and Mexico.

Sharyn Alexander, Age 49 – Vice President Corporate Development

Ms. Alexander is an accomplished mining professional with a 20-year background in the mining and mineral exploration industry. She specializes in business development, strategic planning, marketing and corporate communications, with a proven track record in raising capital for exploration. Her past roles include President of Sun Summit Minerals and technical positions with B2Gold, Barrick, and SRK Consulting.

Johnathan Dewdney, Age 34 – Director

Johnathan Dewdney is the CEO of Crowsnest Advisory Services, a company which provides M&A and other strategic advice to mineral exploration companies. Mr. Dewdney is a co-founder of IDEX. Mr. Dewdney holds a BCom in Finance from McGill University.

Simon Dyakowski, Age 39 – Director

Mr. Dyakowski brings over 17 years of corporate development and capital markets experience, with an expertise in strategic planning and execution, financing, and marketing of exploration companies. He is currently the Chief Executive Officer of Aztec Minerals and Co-founder, President & CEO of GSP Resource Corp. Mr. Dyakowski holds an MBA from the University of British Columbia, is a CFA charter holder and holds an undergraduate finance degree from the University of Western Ontario.

Anna LaBelle, Age 59 – Director

Anne Labelle is a geologist, lawyer, and corporate director, working in mineral exploration and development since the mid-1990s. Ms. LaBelle is the President & CEO of Sterling Green Law Corporation, a law firm she founded in

62 -
Ms. LaBelle was formerly a director of Fiore Gold Ltd., a Nevada gold producer, and played a key role in the sale of the company to Calibre Mining (TSX: CXB) for $151 million (44% premium) in 2022. More recently, Ms. LaBelle was lead director of HighGold Mining Inc., an Alaska-based explorer, until completion of the company's sale to Contango Ore (NYSE: CTGO) for $51 million (59% premium) in 2024. Ms. LaBelle is a seasoned mining company executive with deep experience in US projects and she was responsible for managing all aspects of the legal, sustainability and regulatory affairs of Perpetua Resources (Nasdaq: PPTA) (formerly Midas Gold Corp.) and the Stibnite Gold Project in Idaho from 2011 to 2018. Prior to her involvement with US-based projects, Ms. LaBelle was responsible for permitting at Capstone Mining for the Minto Mine in Yukon, Canada.

Ms. LaBelle was called to the bar in 2006 in British Columbia, and practiced securities law at Gowling Lafleur Henderson LLP. Ms. Labelle is a graduate of Carleton University, with a B.Sc. (Honours) in Geology, obtained her law degree at the University of British Columbia, and is a member of the Law Society of British Columbia. She holds the ICD.D designation from the Institute of Corporate Directors.

Corporate Cease Trade Orders or Bankruptcies

Except as set out below, as at the date of this Filing Statement and within the ten years before the date of this Filing Statement, no director, officer or promoter of the Resulting Issuer is or has been a director, officer or promoter of any person or company (including the Resulting Issuer), that while that person was acting in that capacity:

(a) was the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

(b) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Eric Tsung is a director of Aja Health and Wellness Inc. (formerly "Premier Diversified Holdings Inc.") ("Aja"). On February 2, 2024, a cease trade order was issued against Aja as a result of Aja's annual audited financial statements, management's discussion and analysis and officer certifications for the year ended September 30, 2023 not being filed by the applicable deadline. On March 1, 2024 a second cease trade order was issued against Aja as a result of Aja's first quarter interim financial statements and the interim management's discussion and analysis not being filed by the applicable deadline. On July 26, 2024, both cease trade orders were revoked and are no longer in effect.

Penalties or Sanctions

(a) been the subject of any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(b) been subject to any other penalties or sanctions imposed by a court or regulatory body, including a self-regulatory body that would be likely to be considered important to a reasonable securityholder making a decision about the Transaction.

Personal Bankruptcies

No proposed director, officer or promoter of the Resulting Issuer, or a securityholder anticipated to hold sufficient securities of the Resulting Issuer to affect materially the control of the Resulting Issuer, or a personal holding company of such persons, has, within the past ten years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement, or compromise with creditors or had a receiver, receiver manager, or trustee appointed to hold the assets of that individual.

63 -

Conflicts of Interest

Conflicts of interest may arise as a result of the directors and officers of the Resulting Issuer holding positions as directors or officers of other companies. Some of the directors and officers have been and will continue to be engaged in the identification and evaluation of assets and businesses, with a view to potential acquisition of interests in businesses and companies on their own behalf and on behalf of other companies, and situations may arise where the directors and officers will be in direct competition with the Resulting Issuer. Conflicts, if any, will be subject to the procedures and remedies under the BCBCA or other applicable corporate legislation.

Other Reporting Issuer Experience

The following table sets out the proposed directors, officers and promoters of the Resulting Issuer that are, or have been within the last five years, directors, officers or promoters of other reporting issuers:

Name	Name and Jurisdiction of Reporting Issuer	Market Traded On	Position	From	To
Clayton Fisher	Voltage Metals Corp. (British Columbia)	CSE	Director	September 2020	March 2023
	New Wave Holdings Corp. (British Columbia)	CSE	Director	October 2019	September 2020
			Interim CEO	April 2020	September 2020
	Logica Ventures Corp. (Ontario)	TSXV	Director	March 2022	Present
			CEO, CFO and Corporate Secretary	March 2023	Present
	Discovery Harbour Resources Corp. (British Columbia)	TSXV	CFO, Company Secretary and Director	November 2023	Present
	Nordique Resources Inc. (British Columbia)	CSE	Director	July 2024	Present
Eric Tsung	Eco Oro Minerals Corp. (British Columbia)	CSE	CFO	August 2017	Present
			CEO	September 2024	Present
	Fabled Copper Corp. (British Columbia)	CSE	CFO	September 2021	February 2024
	Aja Health and Wellness Inc. (British Columbia)	TSXV	Director	November 2021	November 2024
	Kalma Capital Corp. (British Columbia)	TSXV	CFO	June 2021	Present
	Raging Rhino Capital Corp. (British Columbia)	TSXV	CFO	August 2021	Present
Johnathan Dewdney	DC Acquisition Corp. (British Columbia)	TSXV	Director	July 2018	October 2020
	Westward Gold Inc. (Canada)	CSE	Director	April 2019	June 2023
	Voltage Metals Corp. (British Columbia)	CSE	Director	October 2020	March 2021
Simon Dyakowski	Aztec Minerals Corp. (British Columbia)	TSXV	CEO	August 2020	July 2024
			Director	September 2022	July 2024
	Aben Minerals Ltd. (British Columbia)	TSXV	Director	November 2020	June 2023

64 -

Name	Name and Jurisdiction of Reporting Issuer	Market Traded On	Position	From	To
	Apogee Minerals Ltd. (British Columbia)	TSXV	Director	May 2019	July 2024
	GSP Resource Corp. (British Columbia)	TSXV	CEO and Director	February 2018	July 2024
	GK Resources Ltd. (British Columbia)	TSXV	CFO and Director	December 2018	September 2019
	Generation Uranium Inc. (British Columbia)	TSXV	Director	August 2019	January 2021
David Hladky	TRU Precious Metals Corp. (Ontario)	TSXV	Director	October 2020	June 2023
	Infield Minerals Corp. (British Columbia)	TSXV	Director	June 2021	February 2022
	TDG Gold Corp. (British Columbia)	TSXV	Director	September 2018	Present
	Pasofino Gold Limited (British Columbia)	TSXV	Director	June 2016	October 2018
Sharyn Alexander	Sun Summit Minerals Corp. (British Columbia)	TSXV	President	November 2021	January 2025
	Discovery Harbour Resources Corp. (British Columbia)	TSXV	Director	June 2024	Present
	Nordique Resources Inc. (British Columbia)	CSE	CEO	March 2025	Present
Anne Labelle	HighGold Mining Inc. (British Columbia)	TSXV	Director	March 2020	July 2024
	Fiore Gold Ltd. (British Columbia)	TSXV	Director	September 2017	January 2022
	Klondike Gold Corp. (British Columbia)	TSXV	Director	November 2021	Present

Executive Compensation

For the purposes of this section Named Executive Officers ("NEO") are the proposed Chief Executive Officer of the Resulting Issuer, the proposed Chief Financial Officer of the Resulting Issuer, and the most highly compensated proposed executive officer of the Resulting Issuer, other than the CEO and CFO, whose total compensation is expected to exceed $150,000 for the 12 month period following the Transaction. Based on the above criteria, the only NEOs for the Resulting Issuer are expected to be Clayton Fisher (CEO) and Eric Tsung (CFO and Corporate Secretary) for the 12 month period after giving effect to the Transaction.

Compensation Discussion and Analysis

When determining compensation policies and individual compensation levels for the Resulting Issuer's executive officers a variety of factors will be considered, including: the overall financial and operating performance of the Resulting Issuer, each executive officer's individual performance and contribution towards meeting corporate objectives, each executive officer's level of responsibility and length of service and industry comparables.

The Resulting Issuer's compensation philosophy for its executive officers will follow three underlying principles: to provide compensation packages that encourage and motivate performance; to be competitive with other companies in the industry in which it operates, so as to attract and retain talented executives; and to align the interests of its executive officers with the long-term interests of the Resulting Issuer and its shareholders through stock related programs.

65 -

Stock option and RSU grants will be used to align executive interests with those of shareholders and will be based on the executive’s performance, level of responsibility, as well as the number and exercise price of options previously issued to the executive his overall aggregate total compensation package. It is anticipated that the Resulting Issuer will grant stock options and RSUs to its directors and officers following completion of the Transaction and at the discretion of the board of directors of the Resulting Issuer.

The Resulting Issuer will assume the obligations of IDEX under the 3EB Ventures Consulting Agreement in respect of the services of Clayton Fisher as CEO. For a description of the terms of the 3EB Ventures Consulting Agreement see “Information Concerning IDEX – Executive Compensation”.

Summary Compensation Table

The following table outlines the anticipated compensation to be paid to each of the NEOs for the 12 month period after giving effect to the Transaction.

Name and principal position	Salaries & fees	Share-based awards	Option-based awards	Non-equity incentive plan compensation		Pension value	All other compensation	Total compensation
				Annual incentive plans	Long-term incentive plans
Clayton Fisher CEO	120,000	Nil	50,000	Nil	Nil	Nil	Nil	170,000
Eric Tsung CFO and Corporate Secretary	90,000	Nil	15,000	Nil	Nil	Nil	Nil	105,000

Indebtedness of Directors and Officers

No director or officer of the Issuer, nor any proposed director or officer of the Resulting Issuer, is or has been indebted to the Issuer at any time.

Investor Relations Arrangements

On April 8, 2025, IDEX entered into a Media Services Contract with Market One Media Group Inc. (“Market One”), a corporation located in Vancouver, British Columbia (the “Market One Agreement”). Pursuant to the Market One Agreement, Market One will provide certain media and marketing services in consideration for a cash fee of $100,000 plus tax, payable within thirty days of Market One invoicing the Resulting Issuer for the services provided. No securities will be issued to Market One pursuant to the Market One Agreement. The term of the Market One agreement shall be for 12 months beginning from the date of the onboarding meeting between the parties or the payment date, whichever is later.

Subject to the approval of Exchange, IDEX intends to enter into an advertising agreement with Caesar Holdings BV (“Caesar Holdings”), a limited liability company located in De Panne, Belgium (the “Caesar Holdings Agreement”). Pursuant to the Caesar Holdings Agreement, the Resulting Issuer will become a sponsor of Caesarsreport.com, a website owned and operated by Caesar Holdings, and as consideration Caser Holdings will provide advertising and marketing services to the Resulting Issuer, beginning on May 1, 2025. IDEX will pay a cash fee of €9,750 to Caesar Holdings. No securities will be issued to Caesar Holdings pursuant to the Caesar Holdings Agreement. The Caesar Holdings Agreement will terminate on April 30, 2026.

Security Based Compensation

The Board of Directors and shareholders of the Issuer have approved the Omnibus Incentive Plan to replace the Stock Option Plan, which adoption is subject to and effective upon completion of the Qualifying Transaction. The Omnibus Incentive Plan will form the basis for the Resulting Issuer’s incentive equity compensation going forward.

66 -

The following is a description of the key terms of the Omnibus Incentive Plan, which is qualified in its entirety by reference to the full text of the Omnibus Incentive Plan.

The purpose of the Omnibus Incentive Plan is to provide an incentive for Participants to continue their services for the Resulting Issuer or a subsidiary and to reward such Participants for their performance of services. The Omnibus Incentive Plan will provide a means through which the Resulting Issuer or a subsidiary may attract and retain able persons to inter into its employment or into contractual arrangements.

The Omnibus Incentive Plan will allow the Resulting Issuer Board to grant stock options and RSUs (the “Awards”), representing the right to purchase one Resulting Issuer Share; and, in the case of RSUs, the right to receive one Resulting Issuer Share, the cash equivalent of one Resulting Issuer Share, or a combination thereof, all as a means to provide incentives to employees, officers, consultants, directors and management consultants of the Resulting Issuer and its subsidiaries (the “Eligible Participants”). Awards may be granted at any time and from time to time to achieve the purposes of the Omnibus Incentive Plan set out above. Participation in the Omnibus Incentive Plan is voluntary and, if an Eligible Participant agrees to participate, the grant of Awards will be evidenced by either an option commitment or a RSU Grant Agreement, as applicable, with each such Participant. The interest of any Participant in any Award is non-assignable and non-transferable, whether voluntary, involuntary, by operation of law or otherwise, except upon the death of the Participant.

The total number of Resulting Issuer Shares reserved and available for the grant and issuance of options will be 10% of the issued and outstanding Resulting Issuer’s Shares, from time to time. The total number of Resulting Issuer Shares reserved and available for the grant and issuance of RSUs shall be equal to 10% of the issued and outstanding Resulting Issuer Shares upon Completion of the Qualifying Transaction.

The material terms of the Omnibus Incentive Plan are as follows:

(i) The term of the options will be fixed by the Resulting Issuer Board at the time such options are granted, provided that options will not be permitted to exceed a term of ten years.

(ii) The exercise price of the options will be determined by the Resulting Issuer Board, in its sole discretion, but shall not be less than the minimum price of options permitted by the Exchange.

(iii) The Resulting Issuer Shares to be purchased upon each exercise of an option shall be paid for in full, at the time of such exercise.

(iv) Vesting requirements will apply to options as required by Exchange policies or as may be determined by the Resulting Issuer Board, in its sole discretion.

(v) Vesting requirements will apply to RSUs as may be determined by the Resulting Issuer Board, at its sole discretion, provided that RSUs will not vest until a minimum of one (1) year following award of the RSUs has passed, subject to acceleration pursuant to the terms of the Omnibus Incentive Plan, and that the applicable Restriction Period shall not exceed three (3) years.

(vi) A Participant’s Account shall be credited with additional RSUs as of each dividend payment date in respect of which cash dividends are paid on shares, with the number of additional RSUs to be credited to a Participant’s Account computed by dividing: (a) the dividends that would have been paid to such Participant if each RSU in the Participant’s Account on the relevant dividend record date had been one (1) share, by (b) the Fair Market Value (as defined in the Omnibus Incentive Plan) of the shares determined as of the date of payment of such dividend. Any fractional RSUs resulting from such calculation shall be rounded to the nearest whole number.

(vii) Awards to acquire no more than

a. 10% of the issued and outstanding shares as of the date of grant may be granted to an insider in any 12 month period;

67 -

b. 5% of the issued and outstanding shares as of the date of grant may be granted to any one individual in any 12 month period; and

c. 2% of the issued and outstanding shares as of the date of grant may be granted to a consultant, or a person performing investor relations activities, in any 12 month period.

(viii) Any Award granted or issued to a Participant who ceases to be an Eligible Participant under the Omnibus Incentive Plan must expire within a reasonable period, which shall be no later than 12 months following the date that the Participant ceases to be an Eligible Participant, subject to the terms and conditions set out in the Omnibus Incentive Plan.

(ix) Disinterested shareholder approval must be obtained for

a. any change to the maximum number of shares issuable from treasury under the Omnibus Incentive Plan;

b. any amendment which reduces the exercise price of any Award or any cancellation of such Award;

c. any reduction in the exercise price of an outstanding option, if the option holder is an insider;

d. any other amendment to the terms of an outstanding option, if the option holder is an insider;

e. any amendment which extends the expiry date of any Award or the restriction period of any Resulting Issuer RSU;

f. any amendment which would permit a change to the pool of Eligible Participants, including a change which would have the potential of broadening or increasing participation by insiders of the Resulting Issuer;

g. any amendment which increases the maximum number of shares that may be issued or issuable to insiders and associates of such insiders under the Omnibus Incentive Plan or any other proposed security based incentive plan in a one-year period, except in a case of adjustment; and

h. to any amendment of the amendment provisions of the Omnibus Incentive Plan.

(x) The Resulting Issuer Board may amend the Omnibus Incentive Plan at any time, subject to shareholder approval, for the following:

a. the Persons eligible to be granted or issued Awards under the Omnibus Incentive Plan;

b. the maximum number or percentage, as the case may be, of shares that may be issuable upon exercise of options or conversion of RSUs under the Omnibus Incentive Plan;

c. the limits under the Omnibus Incentive Plan on the amount of options or RSUs that may be granted or issued to any one Person or any category of Persons (such as, for example, insiders of the Resulting Issuer);

d. the method for determining the exercise price of options;

e. the maximum term of any Award;

f. the expiry and termination provisions applicable to any Award, including the addition of a Black-Out Period;

g. include the addition of a net exercise provision; and

68 -

h. any method or formula for calculating prices, values or amounts under the Omnibus Incentive Plan that may result in a benefit to a Participant, including but not limited to the formula for calculating the appreciation of a Stock Appreciation Right (as defined in Exchange policies).

(xi) Shareholder approval will not be required and the Resulting Issuer Board may make any changes as it relates to amendments of a general “housekeeping” or clerical nature that correct typographical errors and clarify existing provisions of the Omnibus Incentive Plan, that do not have the effect of altering the scope, nature and intent of such provisions.

(xii) The number of shares subject to an Award will be subject to adjustment in the event of any reclassification, reorganization, consolidation, merger, reorganization, amalgamation, plan of arrangement, spin-off, dividend payment or recapitalization of the Resulting Issuer’s Shares.

(xiii) the Omnibus Incentive Plan provides for the availability of a cashless exercise or net exercise provision, except for those participants who provide investor relations services, whereby such provisions allow for the exercise of options based on selling a sufficient number of the shares available for issue upon exercise of the options to realize the payment of the exercise price and all applicable withholding obligations.

The aggregate number of Resulting Issuer Shares to all Eligible Charitable Organizations under the Omnibus Incentive Plan and any other proposed or established Security Based Compensation Plans, shall not exceed one percent (1%) of the issued and outstanding Resulting Issuer Shares, calculated at the date a Charitable Stock Option is granted to such Eligible Charitable Organization.

The Omnibus Incentive Plan also provides that the Resulting Issuer Board, or its appointed committee, determines and the RSU Grant Agreement shall specify, the relevant conditions and vesting provisions, including the Performance Period and Performance Criteria required to achieve vesting. The Resulting Issuer Board shall also determine the Restriction Period, provided that such Restriction Period shall begin a minimum of one year following the date of the Award of the RSU as specified in the RSU Grant Agreement and such Restriction Period shall have an end date not exceeding three years after the calendar year in which the RSU was granted, subject to the RSU Vesting Determination Date. The RSU Vesting Determination Date must fall after the end of the Performance Period and must be no later than the last day of the Restriction Period. Unless specified otherwise in the RSU Grant Agreement, one-third (1/3) of RSUs awarded pursuant to the RSU Grant Agreement shall vest on each of the first three anniversaries of the date of grant specified in the RSU Grant Agreement. No RSUs will vest prior to one year from the date of award of such RSU. Acceleration of vesting of RSUs is permitted in connection with the death of the relevant Participant; or in connection with a change of control, take-over bid, reverse-take-over or other similar transaction. If the Resulting Issuer does not have a sufficient number of Resulting Issuer Shares reserved for issuance under the Omnibus Incentive Plan, in lieu of issuing Resulting Issuer Shares to settle the RSUs, the Issuer will make payment of a cash amount to the applicable Participant to satisfy such obligations.

The following table describes the impact of certain events upon the rights of holders of Awards under the Omnibus Incentive Plan, including termination for cause, resignation, termination other than for cause or cessation, retirement, death and Change in Control (as defined in the Omnibus Incentive Plan), subject to the terms of a participant’s employment agreement:

Event	Provisions
Termination for cause	All unexercised vested and unvested Awards shall be terminated on the effective date of the termination as specified in the notice of termination.
Resignation	Forfeiture of all unvested Awards and the earlier of the original expiry date and 90 days after resignation

69 -

Event	Provisions
Acceleration of Vesting	to exercise vested Awards or such longer period as the Board may determine in its sole discretion.
Acceleration of vesting is permitted if: (i) a Participant ceases to be an Eligible Participant under the Omnibus Incentive Plan; (ii) the death of the Participant; or (iii) in connection with a Change in Control, take over bid, reverse-take-over or other similar transaction.
Termination other than for cause or cessation	Subject to the terms of the grant or as determined by the Resulting Issuer Board, upon a Participant’s termination or cessation without cause the number of Awards that may vest is subject to pro-ration over the applicable performance or vesting period and shall expire on the earlier of 90 days after the effective date of termination or the expiry date of the Awards.
Retirement	Upon the retirement of a Participant’s employment with the Resulting Issuer, any unvested Awards held by the Participant as at the termination date will continue to vest in accordance with the applicable vesting schedule, and all vested Awards held by the Participant at the termination date may be exercised until the earlier of the expiry date of the Awards or six (6) months following the termination date, provided that if the Participant breaches any post-employment restrictive covenants in favour of the Resulting Issuer (including non-competition or non-solicitation covenants), then any Awards held by such Participant, whether vested or unvested, will immediately expire and the Participant shall pay to the Resulting ISSuer any “in-the-money” amounts realized upon exercise of Awards following the termination date.
Death	All unvested Awards will vest and may be exercised within 180 days after death.

70 -

Event	Provisions
Change in Control	If the Resulting Issuer enters into an agreement relating to a transaction which, if completed, would result in a Change in Control, or otherwise become aware of a pending Change in Control, the board of the Resulting Issuer may, in its sole discretion, change the Performance Criteria or accelerate the vesting and/or the expiry date of any or all outstanding Awards to provide that, notwithstanding the Performance Criteria and/or vesting provisions of such Awards or any grant agreement, such designated outstanding Awards shall be fully performed and/or vested and conditionally exercisable upon (or prior to) the completion of the Change in Control, provided that the Resulting Issuer Board shall not, in any case, authorize the exercise of Awards beyond the expiry date of the Awards.

Event

Provisions

Change in Control

If the Resulting Issuer enters into an agreement relating to a transaction which, if completed, would result in a Change in Control, or otherwise become aware of a pending Change in Control, the board of the Resulting Issuer may, in its sole discretion, change the Performance Criteria or accelerate the vesting and/or the expiry date of any or all outstanding Awards to provide that, notwithstanding the Performance Criteria and/or vesting provisions of such Awards or any grant agreement, such designated outstanding Awards shall be fully performed and/or vested and conditionally exercisable upon (or prior to) the completion of the Change in Control, provided that the Resulting Issuer Board shall not, in any case, authorize the exercise of Awards beyond the expiry date of the Awards.

To the extent that the Change in Control would also result in a capital reorganization, arrangement, amalgamation or reclassification of the share capital of the Resulting Issuer and the Resulting Issuer Board does not change the Performance Criteria or accelerate the vesting and/or the expiry date of Awards, the Resulting Issuer shall make adequate provisions to ensure that, upon completion of the proposed Change in Control, the number and kind of shares subject to outstanding Awards and/or the exercise price of options shall be appropriately adjusted (including by substituting the Awards for Awards to acquire securities in any successor entity to the Resulting Issuer) in such manner as the Resulting Issuer Board considers equitable to prevent substantial dilution or enlargement of the rights granted to Participants. The Resulting Issuer Board may make changes to the terms of the Awards or the Omnibus Incentive Plan to the extent necessary or desirable to comply with any rules, regulations or policies of any stock exchange on which any securities of the Resulting Issuer may be listed, provided that the value of previously granted Awards and the rights of Participants are not materially adversely affected by any such changes.

In accordance with the terms of the Omnibus Incentive Plan, it is subject to its acceptance for filing by the Exchange and approval by the Resulting Issuer's shareholders. The Resulting Issuer Board may, subject to Exchange approval, discontinue the Omnibus Incentive Plan at any time without the consent of the Participants, provided that such discontinuance shall not materially and adversely affect any Awards previously granted to a Participant under the Omnibus Incentive Plan.

The Exchange requires listed companies that have "rolling" incentive plans in place (such as the Omnibus Incentive Plan) to receive disinterested shareholder approval to such plans on a yearly basis at the Company's annual general meeting.

Escrowed Securities

CPC Escrow Securities

The following table lists the holders of CPC Escrow Securities, the number of CPC Escrow Securities, and the percentage of securities held in escrow by each person who will be a holder of CPC Escrow Securities before and after the Completion of the Qualifying Transaction. The table includes securities which will be released from escrow upon the Completion of the Qualifying Transaction, as described below.

71 -

Name and Municipality of Residence of Securityholder	Designation of Class	Prior to Giving Effect to the Transaction		After Giving Effect to the Transaction
		Number of Shares Held in Escrow (pre-Consolidation)	Percentage of Class	Number of Shares to be Held in Escrow (post-Consolidation)^{(2)}	Percentage of Class^{(1)}
Anthony Viele Woodbridge, Ontario	Common Shares	500,000	12.25%	166,667	<1%
	Options	119,400	29.25%	39,800	29.25%
Magaly Bianchini Toronto, Ontario	Common Shares	500,000	12.25%	166,667	<1%
	Options	119,400	29.25%	39,800	29.25%
Terry Christopher Atlanta, Nova Scotia	Common Shares	500,000	12.25%	166,667	<1%
	Options	84,700	20.75%	28,233	20.75%
Thomas Christoff Vancouver, British Columbia	Common Shares	500,000	12.25%	166,667	<1%
	Options	84,700	20.75%	28,233	20.75%
Total	Common Shares	2,000,000	49.00%	666,668	1.40%
	Options	408,200	100%	136,066	100%

Notes:
(1) On an undiluted basis, assuming 47,572,779 Resulting Issuer Shares are issued and outstanding upon the completion of the Qualifying Transaction.
(2) Pursuant to the terms of the CPC Escrow Agreement, 25% of these CPC Escrow Securities will be released upon the date of issuance of the Final Exchange Bulletin respecting the Transaction.

The CPC Escrow Securities are currently held by the persons listed above pursuant to the CPC Escrow Agreement. There are 2,000,000 CPC Escrow Securities currently in escrow. At the time of Completion of the Qualifying Transaction, it is expected that each of the persons listed in the table above will hold Resulting Issuer Shares subject to escrow in the amount listed beside such person's name.

The CPC Escrow Securities are currently subject to the release schedule set out in section 2.1(b) to the Exchange's Form 2F, with 25% to be released upon the date of issuance of the Final Exchange Bulletin and an additional 25% of the CPC Escrow Securities are to be released every six months thereafter until all CPC Escrow Securities have been released (18 months following the date of issuance of the Final Exchange Bulletin).

The CPC Escrow Agreement provides that the CPC Escrow Securities are held in escrow pursuant to its terms and the beneficial ownership thereof may not be sold, assigned, hypothecated, transferred within escrow or otherwise dealt with in any manner without the prior written consent of the Exchange. In the event of the bankruptcy of an escrowed shareholder, provided the Exchange does not object, the CPC Escrow Securities held by such escrowed shareholder may be transferred to the trustees in the bankruptcy or such person legally entitled to the CPC Escrow Securities which shares will remain in escrow subject to the CPC Escrow Agreement. In the event of the death of an escrowed shareholder, provided the Exchange does not object, the CPC Escrow Securities held by the escrowed shareholder will be released from escrow.

72 -

QT Escrow Securities

The following table lists the Principals of the Resulting Issuer that will hold QT Escrow Securities, the number of QT Escrow Securities, and the percentage of securities held in escrow by each Principal that will hold QT Escrow Securities after the completion of the Transaction.

Name and Municipality of Residence of Securityholder	Designation of Class	Number of Securities to be Held in Escrow^{(1)}	Percentage of Class^{(2)}
Clayton Fisher	Common Shares	1,000,000	2.10%
3EB Ventures Ltd.^{(3)}	Options	150,000	6.80%
	RSUs	1,000,000	24.39%
Johnathan Dewdney	Common Shares	5,016,667	10.55%
Crowsnest Advisory^{(4)}	Options	150,000	6.80%
	RSUs	350,000	8.54%
Johanna Dyakowski^{(5)}	Common Shares	300,000	0.63%
Simon Dyakowski	Options	150,000	6.80%
	RSUs	150,000	3.66%
David Hladky	Options	500,000	22.67%
	RSUs	150,000	3.66%
Totals	Common Shares	6,316,667	13.28%
	Options	950,000	43.07%
	RSUs	1,650,000	40.24%

Notes:
(1) Pursuant to the terms of the QT Escrow Agreement, 10% of the QT Escrow Securities will be released upon the date of issuance of the Final Exchange Bulletin respecting the Transaction.
(2) On an undiluted basis, assuming 47,572,779 Resulting Issuer Shares are issued and outstanding upon the completion of the Qualifying Transaction.
(3) 3EB Ventures Ltd. is a company owned and controlled by Clayton Fisher.
(4) Crowsnest Advisory is a company owned and controlled by Johnathan Dewdney.
(5) Johanna Dyakowski is the spouse of Simon Dyakowski.

The QT Escrow Securities will be held pursuant to the QT Escrow Agreement. There are expected to be 8,900,000 QT Escrow Securities (6,300,000 Resulting Issuer Shares) held in escrow. At the time of completion of the Transaction, it is expected that each of the persons listed in the table above will hold Resulting Issuer Shares subject to escrow in the amount listed beside such person's name.

The release provisions for the QT Escrow Securities will depend on the results of the Exchange's review. If the QT Escrow Securities are determined to be Value Securities as defined in Exchange policies, it is expected that the QT

73 -

Escrow Securities will be subject to the release schedule set out in “Schedule B(2) – Tier 2 Value Security Escrow Agreement” of Exchange Form 5D, which provides for release of 10% of the securities on the date of the Final Exchange Bulletin, and release of an additional 15% every 6 months thereafter, until all of the Transaction Escrowed Securities have been released (36 months following the Final Exchange Bulletin). If, however, the QT Escrow Securities are determined to be Surplus Securities as defined in Exchange policies, it is expected that the QT Escrow Securities will be subject to the release schedule set out in “Schedule B(4) – Tier 2 Surplus Security Escrow Agreement” of Exchange Form 5D, which provides for release of 5% of the securities on the date of the Final Exchange Bulletin, an additional 5% 6 months thereafter, an additional 10% 12 months and 18 months thereafter, an additional 15% 24 months and 30 months thereafter, and an additional 40% 36 months thereafter, until all of the QT Escrow Securities have been released (36 months following the Final Exchange Bulletin).

Seed Share Resale Restrictions

Certain securities of the Resulting Issuer may be subject to hold periods pursuant to the Exchange imposed seed share resale restrictions (“SSRRs”). SSRRs are Exchange hold periods of various lengths which apply where seed shares are issued to non-Principals by private companies prior to the completion of a Qualifying Transaction. The terms of SSRRs are based on the length of time such securities have been held and the price at which such securities were issued. It is anticipated that pursuant to SSRR:

(a) 10,800,000 Resulting Issuer Shares issued in exchange for IDEX Shares pursuant to the Transaction and held by non-Principals will be subject to Exchange value security escrow, on the same terms as the QT Escrow Securities described above under “QT Escrow Securities”;

(b) 2,450,000 Resulting Issuer RSUs issued in exchange for IDEX RSUs pursuant to the Transaction and held by non-Principals will be subject to Exchange value security escrow, on the same terms as the QT Escrow Securities described above under “QT Escrow Securities”; and

(c) 650,000 Resulting Issuer Options issued in exchange for IDEX Options with an exercise price of $0.15 per Resulting Issuer Share held by non-Principals will be subject to resale restrictions over a period of one year and will be released at a rate of 20% each three months, with the first release occurring upon the date of issuance of the Final Exchange Bulletin respecting the Transaction.

Voluntary Resale Restrictions

Certain of the Resulting Issuer Shares to be issued to current holders of IDEX Shares will be subject to voluntary restrictions on transfer, which will be imposed by the placement of legends on the share certificates representing such Resulting Issuer Shares. The following table summarizes the aggregate number of Resulting Issuer Shares anticipated to be subject to the voluntary restrictions on completion of the Transaction.

Designation of Class	Aggregate Number of Resulting Issuer Shares Subject to Voluntary Restrictions on Transfer	Expiry Date
Resulting Issuer Shares	7,700,000^{(1)}	20% will be released on the date that the Resulting Issuer Shares commence trading on the Exchange, and 20% will be released every three months thereafter until all such Resulting Issuer Shares have been released.
Resulting Issuer Shares	8,768,333^{(2)}	100% will be released four months from the date that the Resulting

74 -

		Issuer Shares commence trading on the Exchange

Notes:
(1) Originally issued at a price of $0.05 per IDEX Share.
(2) Originally issued at a price of $0.15 per IDEX Share.

Auditor, Transfer Agent and Registrar

The Resulting Issuer anticipates that the transfer agent and registrar for the Resulting Issuer will be Odyssey Trust Company at its offices in Calgary, Alberta. Transfers may be recorded in Calgary, Alberta.

Upon completion of the Transaction, it is intended that the Resulting Issuer’s auditors will be Davidson & Company LLP, 609 Granville St #1200, Vancouver, BC V7Y 1H4.

GENERAL MATTERS

Sponsorship

The Exchange has provided the Issuer with an exemption from the requirement to obtain a sponsor in connection with the transactions contemplated herein.

Experts

The following is a list of persons or companies whose profession or business gives authority to a statement made by a person or company named in this Filing Statement as having prepared or certified a part of that document or report described in the Filing Statement:

(a) Charlton & Company, auditors of the Issuer;
(b) Davidson & Company LLP, auditors of IDEX; and
(c) Donald E. Cameron, author of the Freeze Technical Report and Amie Technical Report.

Charlton & Company are independent of the Issuer within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.

Davidson & Company LLP are independent with respect to IDEX within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.

To the knowledge of management of the Issuer, as of the date hereof, no expert, nor any Associate or Affiliate of such person has any beneficial interest, direct or indirect, in the securities or property of the Issuer, IDEX or the Resulting Issuer or of an Associate or Affiliate of any of them, and no such person is expected to be elected, appointed or employed as a director, senior officer or employee of the Resulting Issuer or of an Associate or Affiliate thereof.

Other Material Facts

To management’s knowledge, there are no other material facts relating to the Transaction that are not otherwise disclosed in this Filing Statement or are necessary for the Filing Statement to contain full, true and plain disclosure of all material facts relating to the Transaction.

Board Approval

The Goodbridge Board has approved the contents of this Filing Statement.

CERTIFICATE OF THE ISSUER

DATED May 20, 2025

The foregoing constitutes full, true and plain disclosure of all material facts relating to the securities of the Issuer assuming completion of the Transaction.

"Anthony Viele"
Anthony Viele, CEO and Director

"Magaly Bianchini"
Magaly Bianchini, CFO, Corporate Secretary and Director

ON BEHALF OF THE BOARD OF DIRECTORS

"Terry Christopher"
Terry Christopher, Director

"Thomas Christoff"
Thomas Christoff, Director

LEGAL_44022421.15

CERTIFICATE OF IDEX

DATED May 20, 2025

The foregoing as it relates to IDEX, constitutes full, true and plain disclosure of all material facts relating to the securities of IDEX.

"Clayton Fisher"
Clayton Fisher, CEO and Director

"Eric Tsung"
Eric Tsung, CFO and Corporate Secretary

ON BEHALF OF THE BOARD OF DIRECTORS

"Johnathan Dewdney"
Johnathan Dewdney, Director

"Simon Dyakowski"
Simon Dyakowski, Director

A-1

SCHEDULE "A"

Audited annual financial statements of the Issuer for the years ended March 31, 2024 and 2023

See attached documents

GOODBRIDGE CAPITAL CORP.
(A Capital Pool Company)

Financial Statements
For the years ended March 31, 2024 and 2023
(Expressed in Canadian dollars)

Charlton +Company

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of:
Goodbridge Capital Corp.

Opinion

We have audited the financial statements of Goodbridge Capital Corp. (the "Company"), which comprise the statements of financial position as at March 31, 2024 and 2023, and the statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the years then ended, and notes to the financial statements, including 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 March 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with IFRS.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the 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 other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the financial statements, which indicates that the Company incurred a net loss of $53,907 during the year ended March 31, 2024 and, as of that date, the Company's total deficit was $202,592. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, prepared under the conditions mentioned above, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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

Other Information

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

SUITE 630 | 1111 MELVILLE STREET | VANCOUVER, BC | V6E3V6

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 year ended 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 Melyssa Charlton.

"Charlton & Company"

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, BC

July 29, 2024

GOODBRIDGE CAPITAL CORP.
(A CAPITAL POOL COMPANY)
Statements of Financial Position
(Expressed in Canadian dollars)

	March 31, 2024	March 31, 2023
	$	$
Assets
Current assets
Cash and cash equivalents	114,675	200,406
Amounts receivable	-	498
Total assets	114,675	200,904
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities	47,877	80,199
Total liabilities	47,877	80,199
Shareholders’ equity
Share capital (Note 4)	230,253	230,253
Reserves	39,137	39,137
Deficit	(202,592)	(148,685)
Total shareholders’ equity	66,798	120,705
Total liabilities and shareholders’ equity	114,675	200,904

Nature and continuance of operations (Note 1)
Subsequent event (Note 8)

Approved and authorized for issuance on behalf of the Board of Directors on July 29, 2024 by:

/s/ Anthony Viele
Director

/s/ Magaly Bianchini
Director

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

GOODBRIDGE CAPITAL CORP.
(A CAPITAL POOL COMPANY)
Statements of Loss and Comprehensive Loss
For the years ended March 31, 2024 and 2023
(Expressed in Canadian dollars)

	March 31, 2024	March 31, 2023
Expenses	$	$
Office and administration	805	504
Professional fees	36,977	86,948
Regulatory and filing	16,125	26,064
Share-based compensation (Note 4 & 5)	-	23,335
Loss and comprehensive loss for the year	(53,907)	(136,851)
Loss per share
Basic and diluted	(0.01)	(0.06)
Weighted average number of shares outstanding, basic and diluted	4,082,000	2,211,052

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

GOODBRIDGE CAPITAL CORP.
(A CAPITAL POOL COMPANY)
Statements of Changes in Shareholders' Equity
For the years ended March 31, 2024 and 2023
(Expressed in Canadian dollars)

	Share capital		Reserves $	Deficit $	Total shareholders' equity $
	Number of shares	Share capital $
Balance, March 31, 2022	2,000,000	100,000	-	(11,834)	88,166
Initial public offering	2,082,000	208,200	-	-	208,200
Share issuance costs	-	(77,947)	15,802	-	(62,145)
Share-based compensation	-	-	23,335	-	23,335
Loss for the year	-	-	-	(136,851)	(136,851)
Balance, March 31, 2023	4,082,000	230,253	39,137	(148,685)	120,705
Loss for the year	-	-	-	(53,907)	(53,907)
Balance, March 31, 2024	4,082,000	230,253	39,137	(202,592)	66,798

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

GOODBRIDGE CAPITAL CORP.
(A CAPITAL POOL COMPANY)
Statements of Cash Flows
For the years ended March 31, 2024 and 2023
(Expressed in Canadian dollars)

	March 31, 2024	March 31, 2023
	$	$
Operating activities
Loss for the year	(53,907)	(136,851)
Items not affecting cash:
Share-based compensation	-	23,335
Changes in non-cash working capital items:
Amounts receivable	498	(498)
Accounts payable and accrued liabilities	(32,322)	68,377
Net cash used in operating activities	(85,731)	(45,637)
Financing activities
Initial public offering	-	208,200
Share issuance costs	-	(62,145)
Net cash provided by financing activities	-	146,055
Change in cash and cash equivalents during the year	(85,731)	100,418
Cash and cash equivalents – beginning of year	200,406	99,988
Cash and cash equivalents – end of year	114,675	200,406
Cash and cash equivalents consist of:
Cash	4,675	200,406
Guaranteed investment certificate	110,000	-
	114,675	200,406

There were no non-cash financing or investing activities for the year ended March 31, 2024.

During the year ended March 31, 2023, agents' options with a fair value of $15,802 were allocated between share capital and reserves within shareholders' equity.

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

GOODBRIDGE CAPITAL CORP. (A CAPITAL POOL COMPANY)

Notes to the Financial Statements

For the years ended March 31, 2024 and 2023

(Expressed in Canadian dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

Goodbridge Capital Corp. (the "Company" or "Goodbridge") was incorporated under the Business Corporations Act (British Columbia) on February 7, 2022. The Company is classified as a Capital Pool Company as defined in the TSX Venture Exchange (the "Exchange") Policy 2.4 trading under the symbol GODB.P which commenced on February 24, 2023. The principal business of the Company is the identification and evaluation of a Qualifying Transaction ("QT") and once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholders' approval, if required, and acceptance by regulatory authorities. There is no assurance that the Company will identify a QT. The head office, principal address and registered office of the Company are located at Suite 1500 – 1055 West Georgia Street, Vancouver, B.C. V6E 4N7, Canada.

These financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due. During the year ended March 31, 2024, the Company recorded a loss of $53,907 (2023 - $136,851). As at March 31, 2024 the Company has not generated any revenues from operations and has an accumulated deficit of $202,592 (March 31, 2023 - $148,685). The Company expects to incur further losses in the development of its business. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. The continued operations of the Company are dependent on its ability to generate future cash flows or obtain additional financing. Management is of the opinion that sufficient working capital will be obtained from external financing to meet the Company's liabilities and commitments as they become due, although there is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. These financial statements do not reflect any adjustments to the carrying values of assets and liabilities, the reported expenses, and the balance sheet classifications used that may be necessary if the Company is unable to continue as a going concern.

Over the past year, global stock markets have experienced volatility and a significant weakening in the aftermath of COVID-19. Governments and central banks have responded with monetary and fiscal interventions to stabilize economic conditions. Volatility in financial markets subsequent to March 31, 2024, may have a significant impact on the Company's financial position. The duration and impact of the higher inflationary environment, as well as the effectiveness of government and central bank responses, remains unclear at this time.

2. BASIS OF PRESENTATION

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").

Basis of preparation

These financial statements are presented in Canadian dollars, which is the Company's functional and presentation currency. These financial statements are prepared on a historical cost basis except for financial instruments classified as fair value through profit or loss ("FVTPL"), which are stated at their fair value. The accounting policies have been applied consistently throughout the entire periods presented in these financial statements.

GOODBRIDGE CAPITAL CORP. (A CAPITAL POOL COMPANY) Notes to the Financial Statements For the years ended March 31, 2024 and 2023 (Expressed in Canadian dollars)

2. BASIS OF PRESENTATION (continued)

Significant accounting judgments, estimates and assumptions

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities. The estimates and associated assumptions are based on anticipations and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods.

The Company's significant accounting judgments and estimates that are applied in these financial statements are as follows:

Judgments

The evaluation of the Company's ability to continue as a going concern (Note 1).

Estimates

The measurement and recognition of deferred income tax assets (Note 7).

The valuation of share-based compensation including inputs such as expected life, volatility, and risk-free interest rates (Note 4).

3. MATERIAL ACCOUNTING POLICY INFORMATION

These financial statements of the Company have been prepared in accordance with IFRS within the framework of the material accounting policies described below:

Cash and cash equivalents

The Company records cash and cash equivalents which consist of deposits in banks and redeemable term deposits that are readily convertible to cash. The Company's cash and cash equivalents are invested with major financial institutions and are not invested in any asset backed deposits/investments. As at March 31, 2024, the Company holds a Guaranteed Investment Certificate ("GIC") which is classified as a cash equivalent.

Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Financial assets and liabilities are offset and the net amount is reported in the statement of financial position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously.

GOODBRIDGE CAPITAL CORP. (A CAPITAL POOL COMPANY)

Notes to the Financial Statements

For the years ended March 31, 2024 and 2023

(Expressed in Canadian dollars)

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

i) Financial assets

The Company classifies its financial assets in the following measurement categories:

those to be measured subsequently at fair value through profit or loss ("FVTPL") or fair value through other comprehensive income ("FVOCI"); and
those to be measured at amortized cost.

The classification depends on the Company's business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses are either recorded in profit or loss or other comprehensive income.

Cash and cash equivalents and amounts receivable are classified as held at amortized cost.

Measurement

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at FVTPL, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Financial assets are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Subsequent measurement of financial assets depends on their classification. There are three measurement categories under which the Company classifies its financial assets:

Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on a financial asset that is subsequently measured at amortized cost is recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included as finance income using the effective interest rate method.
Fair value through other comprehensive income: Financial assets that are held for collection of contractual cash flows and for selling the instruments, where the assets' cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through other comprehensive income, except for the recognition of impairment gains and losses, interest revenue, and foreign exchange gains and losses which are recognized in profit or loss. When the instrument is derecognized, the cumulative gain or loss previously recognized in other comprehensive income is not reclassified from equity to profit or loss. Interest income from these instruments is included as finance income using the effective interest rate method.
Fair value through profit or loss: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL. A gain or loss on an investment that is subsequently measured at FVTPL is recognized in profit or loss in the period in which it arises.

GOODBRIDGE CAPITAL CORP. (A CAPITAL POOL COMPANY) Notes to the Financial Statements For the years ended March 31, 2024 and 2023 (Expressed in Canadian dollars)

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Impairment of financial assets

The Company shall recognize in the statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

ii) Financial liabilities

A financial liability is classified at FVTPL if it is classified as held-for-trading or is designated as such on initial recognition. Directly attributable transaction costs are recognized in profit or loss as incurred. The fair value changes to financial liabilities at FVTPL are presented as follows: where the Company optionally designates financial liabilities at FVTPL the amount of change in the fair value that is attributable to changes in the credit risk of the liability is presented in OCI; and the remaining amount of the change in the fair value is presented in profit or loss. The Company does not designate any financial liabilities at FVTPL.

Other non-derivative financial liabilities are initially measured at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortized cost using the effective interest method.

At present, the Company classifies its accounts payable and accrued liabilities at amortized cost. These financial liabilities are classified as current liabilities as the payment is due within 12 months.

The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in the statements of loss and comprehensive loss.

Related parties

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. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or corporate entities.

A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Income taxes

Income tax expense 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 or in other comprehensive income (loss). Current tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at year end, adjusted for amendments to tax payable with regards to previous years.

GOODBRIDGE CAPITAL CORP. (A CAPITAL POOL COMPANY) Notes to the Financial Statements For the years ended March 31, 2024 and 2023 (Expressed in Canadian dollars)

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Deferred tax assets and liabilities are recognized for deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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 profit or loss in the period that substantive enactment occurs.

A deferred tax asset is recognized 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 deferred tax asset will be recovered, the deferred tax asset is reduced.

Share issuance costs

Costs directly identifiable with the raising of capital will be charged against the related capital stock. Costs related to shares not yet issued are recorded as deferred financing cost. These costs will be deferred until the issuance of the shares to which the costs relate, at which time the costs will be charged against the related capital stock or charged to operations if the shares are no longer probable of being issued. Share issuance costs consist primarily of corporate finance fees, filing fees and legal fees.

Earnings (loss) per share

Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted earnings (loss) per share is computed similar to basic earnings (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 shares at the average market price during the reporting periods. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive.

Share-based compensation

Share-based payment transactions with employees are measured based on the fair value of the share-based payment issued. The Company may grant stock options to certain employees under the terms of the Company's stock option plan. Each tranche in an option award is considered a separate award with its own vesting period and grant date fair value. The fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires estimates for the expected life of options and stock price volatility which can materially affect the fair value estimate. Volatility and expected life of each option is estimated based on an analysis of factors such as the Company's historical price trends, history of option holder activity, and peer and industry benchmarks for similar transactions.

Share-based compensation expense is recognized over the vesting period of the grant by increasing reserves based on the number of awards expected to vest. This number is reviewed at least annually, with any change in estimate recognized immediately in share-based payments expense with a corresponding adjustment to contributed surplus. Upon exercise, the original value of the options, together with the proceeds received, is recorded in share capital. The value associated with expired options remain permanently in reserves.

GOODBRIDGE CAPITAL CORP. (A CAPITAL POOL COMPANY) Notes to the Financial Statements For the years ended March 31, 2024 and 2023 (Expressed in Canadian dollars)

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Share-based compensation transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.

Adoption of new accounting pronouncements

In February 2021, the IASB issued Amendments to IAS 1 and IFRS Practice Statement 2 to provide guidance to help entities apply materiality judgment to accounting policy disclosure. The amendments require disclosure of material accounting policy information rather than disclosing significant accounting policies and provide guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures. The amendments to IAS 1 are effective for annual reporting periods beginning on or after January 1, 2023. The Company adopted these amendments, which have resulted in the disclosure of only material accounting policy information, but did not impact the measurement, recognition of presentation of any items in the Company's financial statements.

Future accounting pronouncements

A number of new standards, amendments to standards and interpretations are not yet effective as at the date of issuing these statements and have not been applied in preparing these financial statements. The Company has not early adopted any of these standards and does not anticipate the adoption of the standards will have any impact on its financial statements.

4. SHARE CAPITAL

Authorized share capital

Unlimited common shares without par value.

Share issuances

No shares were issued during the year ended March 31, 2024.

On February 22, 2023, the Company completed its Initial Public Offering ("IPO") by way of a prospectus through its agents. Concurrent with the IPO, the Company issued 2,082,000 common shares at $0.10 per share, for gross proceeds of $208,200. In connection with the financing, the agent were paid a $20,820 commission, a $16,800 work fee, $24,525 to cover its legal and other expenses related to the offering, and received 208,200 agents' options with a fair value of $15,802. Each agent's option entitles the agents to purchase one common share at an exercise price of $0.10 per share until February 22, 2028. Of the agents' options granted, 104,100 may be sold prior to the completion of a Qualifying Transaction and the remaining 104,100 may only be sold after the completion of a Qualifying Transaction.

Escrowed shares

Seed shares issued below the IPO price, shares acquired from treasury by non-arm's length parties to the CPC and CPC stock options and shares issued on exercise of stock options, which were granted before the IPO and at an exercise price less than the IPO price, are all subject to a CPC escrow agreement (the "CPC Escrow Agreement"). Under the CPC Escrow Agreement, 25% of the escrowed common shares will be released from escrow on the issuance of the Final Exchange Bulletin (the "Initial Release") and an additional 25% will be released on the dates 6, 12, and 18 months following the Initial Release.

GOODBRIDGE CAPITAL CORP.

(A CAPITAL POOL COMPANY)

Notes to the Financial Statements

For the years ended March 31, 2024 and 2023

(Expressed in Canadian dollars)

4. SHARE CAPITAL (continued)

Shares acquired by the "Pro Group" as such term is defined in Exchange policies, at or above the IPO price and shares acquired by a "Control Person" as such term is defined in Exchange policies, in the secondary market are not subject to the CPC Escrow Agreement. As at March 31, 2024 and 2023, there are 2,000,000 common shares subject to the escrow conditions.

Stock options

Effective August 25, 2022, the Company amended the stock option plan to comply with TSX-V Policies. The plan allows the Company to grant options to directors, officers, employees and consultants of the Company. The aggregate outstanding options are limited to 10% of the outstanding common shares, and the maximum term for options granted under the Plan is 10 years. The stock option plan limits the number of incentive stock options which may be granted to any one individual to not more than 5% of the total issued shares of the Company in any 12-month period. The number of incentive stock options granted to any one consultant or a person employed to provide investor relations activities in any 12-month period must not exceed 2% of the total issued shares of the Company. The option exercise price under each option shall be not less than the Discounted Market Price as defined in the policies of the exchange on the grant date.

In conjunction with the completion of the IPO the Company granted stock options to its Directors and Officers to purchase up to 208,200 common shares at a price of $0.10 per share for a period of five years expiring on February 22, 2028. All options vest immediately. These options are subject to a CPC Escrow Agreement, which states that as long as the Company is classified as Capital Pool Company, the exercise price per common share for an option must be equal to or greater than the IPO share price. If any options are exercised before a Qualifying Transaction has been completed, the Optionee must agree that the shares acquired be held in escrow until the issuance of a Final Exchange Bulleting confirming the completion of a Qualifying Transaction. The fair value of the options was determined to be $15,802 which was recognized during the year ended March 31, 2023.

On May 26, 2022, the Company granted stock options to its Directors and Officers to purchase up to 200,000 common shares at a price of $0.05 per share for a period of five years expiring May 26, 2027. All options vest immediately. These options are subject to a CPC Escrow Agreement, which states that any options granted prior to the Company's IPO cannot have an exercise price lower than the price at which seed shares were issued by the Company. The fair value of the options was determined to be $7,533 which was recognized during the year ended March 31, 2023. These stock options are currently subject to escrow conditions whereby 25% of the stock options will be released from escrow on acceptance by the TSX-V of the Company's Qualifying Transaction and thereafter, an additional 25% will be released every six months for eighteen months.

The fair value of stock options was estimated using the Black-Scholes Option Pricing Model using the following weighted average assumptions:

	March 31, 2024	March 31, 2023
Expected life (years)	-	5
Expected volatility	-	100%
Expected dividend yield	-	-
Risk-free interest rate	-	3.09%

GOODBRIDGE CAPITAL CORP.

(A CAPITAL POOL COMPANY)

Notes to the Financial Statements

For the years ended March 31, 2024 and 2023

(Expressed in Canadian dollars)

4. SHARE CAPITAL (continued)

A continuity schedule of stock options is as follows:

	Number of options	Weighted average exercise price ($)
Options outstanding, March 31, 2022	-	-
Granted	408,200	0.08
Options outstanding, March 31, 2024 and 2023	408,200	0.08

Details of outstanding and exercisable stock options at March 31, 2024 are as follows:

Exercise Price	Expiration Date	Number of options	Exercisable
$0.05	May 26, 2027	200,000	200,000
$0.10	February 22, 2028	208,200	208,200
		408,200	408,200

As at March 31, 2024, the weighted average remaining contractual life of the stock options was 3.53 years.

Agents' options

On February 22, 2023, the Company granted 208,200 agent options. These options had an aggregate fair value of $15,802 calculated using the Black-Scholes Option Pricing Model using the following inputs: exercise price of $0.10; expected life of 5 years; volatility of 100%; and a discount rate of 3.54%. The agent options were recorded as a reduction against share capital.

A continuity schedule of agent options is as follows:

	Number outstanding and exercisable	Weighted average exercise price ($)
Agents’ options outstanding, March 31, 2022	-	-
Granted	208,200	0.10
Agents’ options outstanding, March 31, 2024 and 2023	208,200	0.10

Details of outstanding agents' options at March 31, 2024 are as follows:

Exercise Price	Expiration Date	Number of agents’ options
$0.10	February 22, 2028	208,200

As at March 31, 2024, the weighted average remaining contractual life of the agents' options was 3.90 years.

GOODBRIDGE CAPITAL CORP. (A CAPITAL POOL COMPANY) Notes to the Financial Statements For the years ended March 31, 2024 and 2023 (Expressed in Canadian dollars)

5. TRANSACTIONS WITH RELATED PARTIES

Key management personnel are those persons having the authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company's Executive Officers and Board of Director members.

	March 31, 2024	March 31, 2023
Share-based compensation	-	23,335
	-	23,335

6. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Capital management

The Company manages its capital structure and adjusts it, based on the funds available to the Company, in order to support the identification and evaluation of a QT and continue as a going concern. The Company considers capital to be all accounts in equity. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. Additional funds may be required to finance the Company's QT. The Company is not subject to any externally imposed capital requirements other than the expenditure restrictions applicable under Policy 2.4, which will apply following the completion of the IPO. These expenditure restrictions limit the Company's on-going expenditures to reasonable expenditures relating to the IPO, reasonable expenses relating to a proposed QT, assurance and audit fees, escrow agent and transfer agent fees, regulatory filing fees and a maximum of $3,000 per month for other general and administrative costs.

Risk disclosures and fair values

The Company's financial instruments, consisting of cash, amounts receivable, and accounts payable and accrued liabilities are recorded at amortized cost. These financial instruments approximate their fair values due to their relatively short-term maturities. The Company does not carry any financial instruments at fair value. It is management's opinion that the Company is not exposed to significant interest or currency risks arising from these financial instruments.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company's ability to continue to meet its liabilities when due, beyond the current cash balance, is dependent on future support of shareholders through public or private equity offerings. As at March 31, 2024, the Company had accounts payable and accrued liabilities of $47,877 (2023 - $80,199) due within 12 months and had cash of $114,675 (2023 - $200,406) to meet its current obligations. As a result, the Company has minimal liquidity risk.

Credit risk

Credit risk is the risk of loss associated with the counterparty's inability to fulfill its payment obligations. The Company limits its exposure to credit loss for cash by placing its cash with a major financial institution. The Company does not believe it has any significant credit risk.

GOODBRIDGE CAPITAL CORP.

(A CAPITAL POOL COMPANY)

Notes to the Financial Statements

For the years ended March 31, 2024 and 2023

(Expressed in Canadian dollars)

6. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company's income or value of its holdings or financial instruments. The Company's activities have only been transacted in Canadian dollars since incorporation; in addition, the Company carries no interest-bearing debt. As such, the Company has minimal market risks facing it at present.

Interest rate risk

The Company's policy is to invest excess cash in GICs at fixed or floating rates of interest and cash equivalents are to be maintained in floating rates of interest in order to maintain liquidity, while achieving a satisfactory return for shareholders. As of March 31, 2024, the Company held $110,000 (2023 - $nil) respectively in redeemable GICs accruing interest at 4.75% (2023 – nil) per annum. The Company manages risk by monitoring changes in interest rates in comparison to prevailing market rates.

7. INCOME TAXES

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

	2024	2023
Loss for the year	$ (53,907)	$ (136,851)
Expected income tax recovery – 27%	(15,000)	(37,000)
Permanent differences	-	7,000
Share issuance costs	-	(17,000)
Change in unrecognized deductible temporary differences	15,000	47,000
Total income tax expense (recovery)	$ -	$ -

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

	2024	2023
Deferred tax assets
Share issuance costs	$ 10,000	$ 13,000
Non-capital losses available for future periods	55,000	37,000
	65,000	50,000
Unrecognized deferred tax assets	(65,000)	(50,000)
Net deferred tax assets	$ -	$ -

Deferred tax assets have not been recognized in respect of the above for the year ended March 31, 2024, because the amount of future taxable profit that will be available to realize such assets is not probable.

GOODBRIDGE CAPITAL CORP.

(A CAPITAL POOL COMPANY)

Notes to the Financial Statements

For the years ended March 31, 2024 and 2023

(Expressed in Canadian dollars)

7. INCOME TAXES (continued)

The significant components of the Company's unused temporary differences and tax losses are as follows:

Temporary differences	2024		2023
	Amount	Expiry	Amount	Expiry
Share issuance costs	$ 37,000	2024 to 2027	$ 50,000	2024 to 2027
Non-capital losses available for future periods	$ 204,000	2042 to 2044	$ 138,000	2042 to 2043

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

8. SUBSEQUENT EVENT

On May 27, 2024, the Company entered into a letter of intent with IDEX Metals Corp. ("IDEX") to outline the terms of a proposed acquisition. This transaction aims to establish a resulting public company under the name "IDEX Metals Corp." The acquisition is intended to serve as Goodbridge's Qualifying Transaction, in accordance with TSX Venture Exchange Policy 2.4.

The transaction involves the Company acquiring all of the issued and outstanding shares of IDEX, resulting in a reverse takeover transaction (the "Transaction"). The Transaction will be structured as a three-cornered amalgamation, whereby IDEX will amalgamate with a newly incorporated British Columbia subsidiary of the Company, with Goodbridge shares being issued to IDEX shareholders on a 1:1 post-consolidation basis.

Prior to the closing, the Company would undergo a share consolidation on a 1-for-3 basis and subsequently change its corporate name to "IDEX Metals Corp." and IDEX would be required to conduct a concurrent financing initiative to support the budget for a minimum of 12 months post-transaction.

B-1

SCHEDULE "B"

Management’s Discussion and Analysis of the Issuer for the years ended March 31, 2024 and 2023

See attached documents

GOODBRIDGE CAPITAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2024

Background

This management's discussion and analysis ("MD&A") of the operations, results, and financial position of Goodbridge Capital Corp. ("the Company") for the year ended March 31, 2024. This MD&A should be read in conjunction with the Company's audited financial statements for the year ended March 31, 2024 and 2023, and accompanying notes included therein, which have been prepared in accordance with IFRS Accounting Standards ("IFRS). This MD&A has been prepared as of July 29, 2024. Additional information relevant to the Company's activities can be found on SEDAR at www.sedar.com.

Company Overview

Goodbridge Capital Corp. (the "Company") was incorporated under the Business Corporations Act (British Columbia) on February 7, 2022. The Company is classified as a Capital Pool Company as defined in the TSX Venture Exchange (the "Exchange") Policy 2.4 trading under the symbol GODB.P which commenced on February 24, 2023. The principal business of the Company is the identification and evaluation of a Qualifying Transaction ("QT") and once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholders' approval, if required, and acceptance by regulatory authorities. There is no assurance that the Company will identify a QT. The head office, principal address and registered office of the Company are located at Suite 1500 – 1055 West Georgia Street, Vancouver, B.C. V6E 4N7, Canada.

The Company's continuing operations are dependent upon its ability to identify, evaluate and negotiate an acquisition of an interest in assets or businesses which qualifies as a QT. Such an acquisition or investment will be subject to regulatory approval and may or may not require additional financing. There is no assurance that the Company will be able to complete a QT or that it will be able to secure the necessary financing to complete a QT. If the Company does not meet these requirements, the TSX-V may suspend from trading or delist the shares of the Company.

Initial Public Offering and Qualifying Transaction

On February 22, 2023, the Company completed its Initial Public Offering ("IPO") by way of a Prospectus through its agents. Concurrent with the IPO, the Company issued 2,082,000 common shares at $0.10 per share, for gross proceeds of $208,200. In connection with the financing, the agents were paid a $20,820 commission, a $16,800 work fee, $24,525 to cover its legal and other expenses related to the offering, and received 208,200 agents' options with a fair value of $15,802. Each agents' option entitles the agents to purchase one common share at an exercise price of $0.10 per share until February 22, 2028. Of the agents' options granted, 104,100 may be sold prior to the completion of a Qualifying Transaction and the remaining 104,100 may only be sold after the completion of a Qualifying Transaction.

Overall Performance

The Company was incorporated on February 7, 2022. The Company does not have any operations to the date of this document and, until it completes a QT, will not conduct any business other than the identification and evaluation of businesses and assets for potential acquisition.

As at March 31, 2024, the Company accumulated deficit of $202,592 (2023 - $148,685). The Company's potential completion of a QT and recurring operating losses and working capital needs may require that it obtain additional capital to continue its operation. Such outside capital may include the sale of additional common shares. During the year ended March 31, 2024, the Company's cash balance decreased to $114,675 from $200,406 as at March 31, 2023. The decrease is due to current period invoices accrued and paid later during the current reporting period.

Goodbridge Capital Corp.
MD&A for the Year Ended March 31, 2024
Page 1

There can be no assurance that capital will be available as necessary to meet the Company's needs or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in a significant dilution in the equity interests of its current shareholders.

Selected Quarterly Results

The following table contains selected financial information for the last quarter:

Quarters Ended:	March 31, 2024	December 31, 2023	September 30, 2023	June 30, 2023
	$	$	$	$
Total expenses(1)	27,776	3,232	9,952	12,947
Less interest income	-	-	-	-
Net loss and comprehensive loss	(27,776)	(3,232)	(9,952)	(12,947)
Basic & diluted loss per share	(0.01)	(0.00)	(0.00)	(0.00)
Quarters Ended:	March 31, 2023	December 31, 2022	September 30, 2022	June 30, 2022
---	---	---	---	---
	$	$	$	$
Total expenses(1)	43,613	30,295	33,989	28,954
Less interest income	-	-	-	-
Net loss and comprehensive loss	(43,613)	(30,295)	(33,989)	(28,954)
Basic & diluted loss per share	(0.01)	(0.02)	(0.02)	(0.01)

(1) Total expenses include professional fees, office and administration, regulatory and filing fees, share-based compensation and bank charges.

During the three and twelve months ended March 31, 2024, the Company reported net losses of $27,776 and $53,907, respectively, compared to $43,613 and $136,851 in the corresponding periods of the prior year. This decrease is primarily attributable to the recognition of share-based compensation and higher professional fees incurred in the previous year due to legal services associated with start-up costs. The Company continues to incur regulatory and professional fees necessary to keep the Company active as it seeks a Qualifying Transaction.

Additional Disclosure for Venture Issuers without Significant Revenue

Additional financial information is available in the Company's audited annual financial statements for the years ended March 31, 2024 and 2023. These statements are available on SEDAR at www.sedar.com.

The following addresses the specific disclosure requirements for venture issues without significant revenues:

(a) Capitalized or expensed exploration and development costs – Not applicable
(b) Expensed research and development costs – Not applicable
(c) Deferred development costs – Not applicable
(d) General administrative expenses – the financial information is presented in the Statement of Loss and Comprehensive Loss in the financial statements.
(e) Any material costs, whether capitalized, deferred or expensed, not referred to in (a) through (d) – None.

Goodbridge Capital Corp.
MD&A for the Year Ended March 31, 2024
Page 2

Goodbridge Capital Corp.
MD&A for the Year Ended March 31, 2024
Page 3

Profits

At this time, the issuer is not anticipating profit or revenue from operations. The issuer will report an annual deficit and quarterly deficit and will rely on its ability to obtain equity financing to fund its search for a QT. For information concerning the business of the issuer, please see "Company Overview".

Liquidity

As at March 31, 2024, the Company had cash of $114,675 (2023 - $200,406). As at March 31, 2024, the Company had a working capital of $66,798 (2023 - $120,705) which is defined as current assets less current liabilities.

The Company completed its IPO on February 22, 2023 through the distribution of 2,082,000 common shares of the Company at a price of $0.10 per common share for gross proceeds of $208,200.

Capital Resources

All common shares acquired in the secondary market prior to the completion of a QT by a Control Person, as defined in the policies of the Exchange, are required to be deposited in escrow. Subject to certain permitted exemptions, all securities of the Corporation held by principals of the resulting issuer will also be subject to escrow.

The Company manages its capital structure and adjusts it, based on the funds available to the Company, in order to support the identification and evaluation of a QT and continue as a going concern. The Company considers capital to be all accounts in equity. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. Additional funds may be required to finance the Company's QT. The Company is not subject to any externally imposed capital requirements other than the expenditure restrictions applicable under Policy 2.4, which will apply following the completion of the IPO. These expenditure restrictions limit the Company's on-going expenditures to reasonable expenditures relating to the IPO, reasonable expenses relating to a proposed Qualifying Transaction, assurance and audit fees, escrow agent and transfer agent fees, regulatory filing fees and a maximum of $3,000 per month for other general and administrative costs.

There is no assurance that the Company will be able to identify a suitable business, asset or property as its Qualifying Transaction. Furthermore, even if a QT is identified, there can be no assurance that the Company will be able to complete the transaction.

If the Company identifies a QT, it may be necessary for the Company to seek additional financing. Capital markets may not always be receptive to offerings of new equity from treasury or debt, whether by way of private placements or public offerings, under terms that would be acceptable for the Company.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Transactions Between Related Parties

	March 31, 2024	March 31, 2023
Share-based compensation	-	23,335
	-	23,335

Proposed Transaction

Critical Accounting Estimates and Judgments

The Company's significant accounting judgments and estimates that are applied in the financial statements are as follows:

Estimates:

(i) The measurement of deferred income tax assets.
(ii) The valuation of share-based compensation including inputs such as expected life, volatility, and risk-free interest rates.

Judgements:

(i) The evaluation of the Company's ability to continue as a going concern.

Financial Instruments

Goodbridge Capital Corp.
MD&A for the Year Ended March 31, 2024
Page 4

Financial assets

The Company classifies its financial assets in the following measurement categories:

those to be measured subsequently at fair value through profit or loss ("FVTPL") or fair value through other comprehensive income ("FVOCI"); and
those to be measured at amortized cost.

Cash and amounts receivable are classified as held at amortized cost.

Measurement

Subsequent measurement of financial assets depends on their classification. There are three measurement categories under which the Company classifies its financial assets:

Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on a financial asset that is subsequently measured at amortized cost is recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included as finance income using the effective interest rate method.
Fair value through other comprehensive income: Financial assets that are held for collection of contractual cash flows and for selling the debt instruments, where the assets' cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through other comprehensive income, except for the recognition of impairment gains and losses, interest revenue, and foreign exchange gains and losses which are recognized in profit or loss. When the instrument is derecognized, the cumulative gain or loss previously recognized in other comprehensive income is not reclassified from equity to profit or loss. Interest income from these instruments is included as finance income using the effective interest rate method.
Fair value through profit or loss: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL. A gain or loss on an investment that is subsequently measured at FVTPL is recognized in profit or loss in the period in which it arises.

Impairment of financial assets

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

Goodbridge Capital Corp.
MD&A for the Year Ended March 31, 2024
Page 5

Goodbridge Capital Corp.
MD&A for the Year Ended March 31, 2024
Page 6

Financial liabilities

As at March 31, 2024, the Company's financial instruments consist of cash and cash equivalents, and accounts payable and accrued liabilities. The Company believes that the carrying values of cash and cash equivalents, and accounts payable and accrued liabilities approximate their fair values because of their nature and relatively short maturity dates or durations.

Fair value hierarchy

When assessing fair value, the Company utilizes the fair value hierarchy as follows:

Level 1 – fair values based on unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 – fair values based on inputs that are observable for the asset or liability, either directly or indirectly; and
Level 3 – fair values based on inputs for the asset or liability that are not based on observable market data.

As at March 31, 2024, the Company does not carry any financial instruments at FVTPL.

The risk exposure arising from these financial instruments is summarized as follows:

(a) Credit risk

(b) Liquidity risk

private equity offerings. As at March 31, 2024, the Company had accounts payable and accrued liabilities of $47,877 (2023 - $80,199) due within 12 months and had cash of $114,675 (2023 - $200,406) to meet its current obligations. As a result, the Company has minimal liquidity risk.

Interest rate risk

The Company's policy is to invest excess cash in guaranteed investment certificates ("GIC") at fixed or floating rates of interest and cash equivalents are to be maintained in floating rates of interest in order to maintain liquidity, while achieving a satisfactory return for shareholders. As of March 31, 2024, the Company held $110,000 (2023 - $nil) respectively in redeemable GICs accruing interest at 4.75% (2023 - nil) per annum. The Company manages risk by monitoring changes in interest rates in comparison to prevailing market rates.

Disclosure of Outstanding Share Data

The Company is authorized to issue an unlimited number of common without par value.

As at the date of this MD&A, the Company had the following securities issued and outstanding:

	Balance
Shares issued and outstanding	4,082,000
Stock options	408,200
Agents' options	208,200
Fully Diluted	4,698,400

New accounting standards and interpretations

Risks and Uncertainties

The Company's financial performance is likely to be subject to the following risks:

The Company has not commenced commercial operations, has no assets other than cash. The Company has no history of earnings, and will not generate earnings to pay dividends until at least after the completion of the Qualifying Transaction.

Goodbridge Capital Corp.
MD&A for the Year Ended March 31, 2024
Page 7

Until completion of the Qualifying Transaction, the Company is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions.
The Company only has limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Company will be able to identify or complete a suitable Qualifying Transaction.
If the Company fails to identify a business or assets that warrant acquisition or participation within the time limits set under the policies of the Exchange, the Exchange may de-list the Company's shares from trading.
If a Qualifying Transaction is completed, there can be no assurance that an active and liquid market for the Company's common shares will develop and investors may find it difficult to resell the common shares.

Disclosure Controls and Procedures

Disclosure controls and procedures are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized, and reported within the time periods specified by securities regulations and that the information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

Forward-Looking Statements

This MD&A contains forward-looking statements. All statements, other than statements of historical fact, constitute "forward-looking statements" and include any information that addresses activities, events or developments that the Company believes, expects or anticipates will or may occur in the future including the Company's strategy, plans or future financial or operating performance and other statements that express management's expectations or estimates of future performance.

Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "plan" or "project" or the negative of these words or other variations on these words or comparable terminology. All such forward-looking information and statements are based on certain assumptions and analyses made by the Company's management in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. These statements, however, are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed, implied by or projected in the forward-looking information or statements. Important factors that could cause actual results to differ from these forward-looking statements include but are discussed in Risks and Uncertainties.

There can be no assurance that any forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader should not place any undue reliance on forward-looking information or statements. Except as required by law, the Company does not intend to revise or update these forward-looking statements after the date of this document or to revise them to reflect the occurrence of future unanticipated events.

Goodbridge Capital Corp.
MD&A for the Year Ended March 31, 2024
Page 8

C-1

SCHEDULE “C”

Unaudited interim financial statements of the Issuer for the nine months ended December 31, 2024

See attached documents

GOODBRIDGE CAPITAL CORP.
(A Capital Pool Company)

Condensed Interim Financial Statements

For the three and nine months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

GOODBRIDGE CAPITAL CORP.
(A CAPITAL POOL COMPANY)
Condensed Interim Statements of Financial Position
(Expressed in Canadian dollars)

| | December 31, 2024
(unaudited) | March 31, 2024
(audited) |
| --- | --- | --- |
| Assets | $ | $ |
| Current assets | | |
| Cash and cash equivalents | 85,061 | 114,675 |
| Total assets | 85,061 | 114,675 |
| Liabilities and shareholders’ equity | | |
| Current liabilities | | |
| Accounts payable and accrued liabilities | 42,454 | 47,877 |
| Total liabilities | 42,454 | 47,877 |
| Shareholders’ equity | | |
| Share capital (Note 5) | 230,253 | 230,253 |
| Reserves | 39,137 | 39,137 |
| Deficit | (226,783) | (202,592) |
| Total shareholders’ equity | 42,607 | 66,798 |
| Total liabilities and shareholders’ equity | 85,061 | 114,675 |

Nature and continuance of operations (Note 1)

Approved and authorized for issuance on behalf of the Board of Directors on February 21, 2025 by:

/s/ Anthony Viele
Director

/s/ Magaly Bianchini
Director

The accompanying notes are an integral part of these condensed interim financial statements.

GOODBRIDGE CAPITAL CORP.
(A CAPITAL POOL COMPANY)
Condensed Interim Statements of Loss and Comprehensive Loss
(Expressed in Canadian dollars - Unaudited)

	For the three months ended December 31, 2024	For the three months ended December 31, 2023	For the nine months ended December 31, 2024	For the nine months ended December 31, 2023
	$	$	$	$
Expenses
Administration and bank fees	233	212	943	680
Professional fees	11,250	2,625	21,997	16,908
Regulatory and filing	2,882	395	6,133	8,542
Loss before other item	(14,365)	(3,232)	(29,073)	(26,130)
Interest income	-	-	4,882	-
Loss and comprehensive loss for the period	(14,365)	(3,232)	(24,191)	(26,130)
Loss per share
Basic and diluted	(0.00)	(0.00)	(0.01)	(0.01)
Weighted average number of shares outstanding, basic and diluted	4,082,000	4,082,000	4,082,000	4,082,000

The accompanying notes are an integral part of these condensed interim financial statements.

GOODBRIDGE CAPITAL CORP.
(A CAPITAL POOL COMPANY)
Condensed Interim Statements of Changes in Shareholders' Equity
(Expressed in Canadian dollars - Unaudited)

	Share capital				Total shareholders' equity
	Number of shares	Share capital $	Reserves $	Deficit $
Balance, March 31, 2023	4,082,000	230,253	39,137	(148,685)	120,705
Loss for the period	-	-	-	(26,130)	(26,130)
Balance, December 31, 2023	4,082,000	230,253	39,137	(174,815)	94,575
Balance, March 31, 2024	4,082,000	230,253	39,137	(202,592)	66,798
Loss for the period	-	-	-	(24,191)	(24,191)
Balance, December 31, 2024	4,082,000	230,253	39,137	(226,783)	42,607

The accompanying notes are an integral part of these condensed interim financial statements.

GOODBRIDGE CAPITAL CORP.
(A CAPITAL POOL COMPANY)
Condensed Interim Statements of Cash Flows
(Expressed in Canadian dollars - Unaudited)

	For the nine months ended December 31, 2024	For the nine months ended December 31, 2023
	$	$
Operating activities
Loss for the period	(24,191)	(26,130)
Changes in non-cash working capital items:
Accounts receivable	-	498
Accounts payable and accrued liabilities	(5,423)	(56,104)
Net cash used in operating activities	(29,614)	(81,736)
Change in cash and cash equivalents during the period	(29,614)	(81,736)
Cash and cash equivalents – beginning of period	114,675	200,406
Cash and cash equivalents – end of period	85,061	118,670

Cash and cash equivalents consist of cash and short-term investments in guaranteed investment certificates.

During the nine months ended December 31, 2024, there was $nil (December 31, 2023 – $nil) paid in interest or taxes.

The accompanying notes are an integral part of these condensed interim financial statements.

GOODBRIDGE CAPITAL CORP.

(A CAPITAL POOL COMPANY)

Notes to the Condensed Interim Financial Statements

For the three and nine months ended December 31, 2024 and 2023

(Expressed in Canadian dollars - Unaudited)

1. NATURE AND CONTINUANCE OF OPERATIONS

These condensed interim financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due. During the nine months ended December 31, 2024, the Company recorded a loss of $24,191 (December 31, 2023 - $26,130). As at December 31, 2024, the Company has not generated any revenues from operations and has an accumulated deficit of $226,783 (March 31, 2024 - $202,592). The Company expects to incur further losses in the development of its business. These circumstances comprise a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern. The continued operations of the Company are dependent on its ability to generate future cash flows or obtain additional financing. Management is of the opinion that sufficient working capital will be obtained from external financing to meet the Company's liabilities and commitments as they become due, although there is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. These condensed interim financial statements do not reflect any adjustments to the carrying values of assets and liabilities, the reported expenses, and the balance sheet classifications used that may be necessary if the Company is unable to continue as a going concern.

2. BASIS OF PRESENTATION

Statement of compliance

These condensed interim financial statements have been prepared in accordance with International Accounting Standard ("IAS") 34, Interim Financial Reporting, using accounting policies consistent with IFRS Accounting Standards ("IFRS"). Certain disclosures required by IFRS have been condensed or omitted in the following note disclosures as they are disclosed or have been disclosed on an annual basis only. Accordingly, these condensed interim financial statements should be read in conjunction with the annual audited financial statements for the year ended March 31, 2024, which have been prepared in accordance with IFRS.

Basis of preparation

These condensed interim financial statements are presented in Canadian dollars, which is the Company's functional and presentation currency. These condensed interim financial statements are prepared on a historical cost basis except for financial instruments classified as fair value through profit or loss ("FVTPL"), which are stated at their fair value.

Significant accounting judgments, estimates and assumptions

GOODBRIDGE CAPITAL CORP.

(A CAPITAL POOL COMPANY)

Notes to the Condensed Interim Financial Statements

For the three and nine months ended December 31, 2024 and 2023

(Expressed in Canadian dollars - Unaudited)

2. BASIS OF PRESENTATION (continued)

assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The Company's significant accounting judgments and estimates that are applied in these condensed interim financial statements are as follows:

Judgments

Going concern assumption

The evaluation of the Company's ability to continue as a going concern for the foreseeable future involves judgement by management. Factors are disclosed in Note 1.

Estimates

There were no significant estimates applied to these condensed interim financial statements during the nine-month period ended December 31, 2024.

3. MATERIAL ACCOUNTING POLICY INFORMATION

The accounting policies applied in these condensed interim financial statements are the same as those applied in the Company's annual audited financial statements as at and for the year ended March 31, 2024.

4. PROPOSED TRANSACTION

On November 28, 2024, the Company entered into an amalgamation agreement (the "Amalgamation Agreement") with IDEX Metals Corp. ("IDEX") whereby the Company will acquire 100% of the Class A common shares of IDEX through the amalgamation of IDEX with a wholly-owned subsidiary of the Company. This transaction aims to establish a resulting public company under the name "Idaho Silver Corp." The acquisition is intended to serve as Goodbridge's Qualifying Transaction, in accordance with TSX Venture Exchange Policy 2.4.

In connection with the Transaction, IDEX will undertake a concurrent financing of up to 10,000,000 subscription receipts (the "Subscription Receipts"), at a price of $0.50 per Subscription Receipt for total gross proceeds of up to $5,000,000 (the "Concurrent Financing"). Each Subscription Receipt will, prior to the effective time of the Transaction, automatically convert into one unit comprised of one IDEX share and one-half of an IDEX warrant for no additional consideration upon the satisfaction of certain escrow release conditions. The IDEX shares and IDEX warrants issued upon conversion of the Subscription Receipts will be exchanged for post-consolidation Goodbridge shares and warrants pursuant to the Transaction.

GOODBRIDGE CAPITAL CORP.

(A CAPITAL POOL COMPANY)

Notes to the Condensed Interim Financial Statements

For the three and nine months ended December 31, 2024 and 2023

(Expressed in Canadian dollars - Unaudited)

4. PROPOSED TRANSACTION (continued)

Each warrant will be exercisable at a price of $0.70 per post-consolidation Goodbridge share for a period of 24 months from the date of issuance.

In connection with the Concurrent Financing, IDEX will pay finder's fees up to 7% of the gross proceeds of the Concurrent Financing and will issue finder's warrants (the "Finder's Warrants") up to 7% of the number of Subscription Receipts issued. Each Finder's Warrant entitles the holder thereof to purchase one share of Goodbridge at a price of $0.50 for a period of 24 months from the date of issuance.

5. SHARE CAPITAL

Authorized share capital

Unlimited common shares without par value.

Share issuances

No shares were issued during the nine months ended December 31, 2024.

No shares were issued during the year ended March 31, 2024.

Escrowed shares

Shares acquired by the "Pro Group" as such term is defined in Exchange policies, at or above the IPO price and shares acquired by a "Control Person" as such term is defined in Exchange policies, in the secondary market are not subject to the CPC Escrow Agreement. As at December 31, 2024 and March 31, 2024, there are 2,000,000 common shares subject to the escrow conditions.

Stock options

Effective August 25, 2022, the Company amended the stock option plan to comply with TSX-V Policies (the "Plan"). The Plan allows the Company to grant options to directors, officers, employees and consultants of the Company. The aggregate outstanding options are limited to 10% of the outstanding common shares, and the maximum term for options granted under the Plan is 10 years. The stock option plan limits the number of incentive stock options which may be granted to any one individual to not more than 5% of the total issued shares of the Company in any 12-month period. The number of incentive stock options granted to any one consultant or a person employed to provide investor relations activities in any 12-month period must not exceed 2% of the total issued shares of the Company. The option exercise price under each option shall be not less than the discounted market price as defined in the policies of the exchange on the grant date.

GOODBRIDGE CAPITAL CORP.

(A CAPITAL POOL COMPANY)

Notes to the Condensed Interim Financial Statements

For the three and nine months ended December 31, 2024 and 2023

(Expressed in Canadian dollars - Unaudited)

5. SHARE CAPITAL (continued)

A continuity schedule of stock options is as follows:

	Number of options	Weighted average exercise price ($)
Options outstanding, March 31, 2024 and December 31, 2024	408,200	0.08

Details of outstanding and exercisable stock options at December 31, 2024 are as follows:

Exercise Price	Expiration Date	Number of options	Exercisable
$0.05	May 26, 2027	200,000*	200,000
$0.10	February 22, 2028	208,200**	208,200
		408,200	408,200

These options are subject to a CPC Escrow Agreement, which states that any options granted prior to the Company's IPO cannot have an exercise price lower than the price at which seed shares were issued by the Company. These stock options are currently subject to escrow conditions whereby 25% of the stock options will be released from escrow on acceptance by the TSX-V of the Company's Qualifying Transaction and thereafter, an additional 25% will be released every six months for eighteen months.
** These options are subject to a CPC Escrow Agreement, which states that as long as the Company is classified as Capital Pool Company, the exercise price per common share for an option must be equal to or greater than the IPO share price. If any options are exercised before a Qualifying Transaction has been completed, the Optionee must agree that the shares acquired be held in escrow until the issuance of a Final Exchange Bulleting confirming the completion of a Qualifying Transaction.

As at December 31, 2024, the weighted average remaining contractual life of the stock options was 2.78 years.

Agents' options

A continuity schedule of agent options is as follows:

	Number outstanding and exercisable	Weighted average exercise price ($)
Agents' options outstanding, March 31, 2024 and December 31, 2024	208,200	0.10

Details of outstanding agents' options at December 31, 2024 are as follows:

Exercise Price	Expiration Date	Number of agents' options
$0.10	February 22, 2028	208,200

As at December 31, 2024, the weighted average remaining contractual life of the agents' options was 3.15 years.

GOODBRIDGE CAPITAL CORP.

(A CAPITAL POOL COMPANY)

Notes to the Condensed Interim Financial Statements

For the three and nine months ended December 31, 2024 and 2023

(Expressed in Canadian dollars - Unaudited)

6. TRANSACTIONS WITH RELATED PARTIES

7. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Capital management

Risk disclosures and fair values

The Company's financial instruments, consisting of cash and cash equivalents, and accounts payable and accrued liabilities are recorded at amortized cost. These financial instruments approximate their fair values due to their relatively short-term maturities. The Company does not carry any financial instruments at fair value. It is management's opinion that the Company is not exposed to significant interest or currency risks arising from these financial instruments.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company's ability to continue to meet its liabilities when due, beyond the current cash balance, is dependent on future support of shareholders through public or private equity offerings. As at December 31, 2024, the Company had accounts payable and accrued liabilities of $42,454 (March 31, 2024 - $47,877) due within 12 months and had cash of $85,061 (March 31, 2024 - $114,675) to meet its current obligations. As a result, the Company has minimal liquidity risk.

Credit risk

Market risk

GOODBRIDGE CAPITAL CORP.
(A CAPITAL POOL COMPANY)
Notes to the Condensed Interim Financial Statements
For the three and nine months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

7. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

Interest rate risk

The Company's policy is to invest excess cash in GICs at fixed or floating rates of interest and cash equivalents are to be maintained in floating rates of interest in order to maintain liquidity, while achieving a satisfactory return for shareholders. The Company manages risk by monitoring changes in interest rates in comparison to prevailing market rates.

D-1

SCHEDULE “D”

Management’s Discussion and Analysis of the Issuer for the nine months ended December 31, 2024

See attached documents

GOODBRIDGE CAPITAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2024 AND 2023

Background

This management's discussion and analysis ("MD&A") of the operations, results, and financial position of Goodbridge Capital Corp. (the "Company") for the three and nine months ended December 31, 2024 and 2023. This MD&A should be read in conjunction with the Company's condensed interim financial statements for the same period, and the audited financial statements for the year ended March 31, 2024 and 2023, and accompanying notes included therein, which have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and is presented in Canadian Dollars unless otherwise indicated. This MD&A has been prepared as of February 21, 2025. Additional information relevant to the Company's activities can be found on SEDAR+ at www.sedarplus.ca.

Company Overview

Goodbridge Capital Corp. was incorporated under the Business Corporations Act (British Columbia) on February 7, 2022. The Company is classified as a Capital Pool Company as defined in the TSX Venture Exchange (the "Exchange") Policy 2.4 trading under the symbol GODB.P which commenced on February 24, 2023. The principal business of the Company is the identification and evaluation of a Qualifying Transaction ("QT") and once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholders' approval, if required, and acceptance by regulatory authorities. There is no assurance that the Company will identify a QT. The head office, principal address and registered office of the Company are located at Suite 1500 – 1055 West Georgia Street, Vancouver, B.C. V6E 4N7, Canada.

Initial Public Offering and Qualifying Transaction

Overall Performance

As at December 31, 2024, the Company has an accumulated deficit of $226,783 (March 31, 2024 - $202,592). The Company's potential completion of a QT and recurring operating losses and working capital needs may require that it obtain additional capital to continue its operations. Such outside capital may include the sale of additional common shares.

During the nine months ended December 31, 2024, the Company's cash balance decreased to $85,061

Goodbridge Capital Corp.
MD&A for the Three and Nine Months Ended December 31, 2024 and 2023
Page 1

from $114,675 as at March 31, 2024. The decrease is due to current period invoices accrued and paid later during the current reporting period.

Selected Financial Information

The following table summarizes information regarding the Company's operations for the three and nine months ended December 31, 2024 and 2023:

	For the three months ended December 31,		For the nine months ended December 31,
	2024	2023	2024	2023
	$	$	$	$
Expenses
Administration and bank fees	233	212	943	680
Professional fees	11,250	2,625	21,997	16,908
Regulatory and filing	2,882	395	6,133	8,542
Loss before other item	(14,365)	(3,232)	(29,073)	(26,130)
Interest income	-	-	4,882	-
Loss and comprehensive loss for the period	(14,365)	(3,232)	(24,191)	(26,130)

Selected Quarterly Results

The following table contains selected financial information for the last quarter:

Quarters Ended:	December 31, 2024	September 30, 2024	June 30, 2024	March 31, 2024
	$	$	$	$
Total expenses(1)	14,365	8,565	6,143	27,776
Less interest income	-	4,455	427	-
Net loss and comprehensive loss	(14,365)	(4,110)	(5,716)	(27,776)
Basic & diluted loss per share	(0.00)	(0.00)	(0.00)	(0.01)
Quarters Ended:	December 31, 2023	September 30, 2023	June 30, 2023	March 31, 2023
---	---	---	---	---
	$	$	$	$
Total expenses(1)	3,232	9,952	12,947	43,613
Less interest income	-	-	-	-
Net loss and comprehensive loss	(3,232)	(9,952)	(12,947)	(43,613)
Basic & diluted loss per share	(0.00)	(0.00)	(0.00)	(0.01)

(1) Total expenses include professional fees, administration and bank fees, regulatory and filing fees, and share-based compensation.

Goodbridge Capital Corp.
MD&A for the Three and Nine Months Ended December 31, 2024 and 2023
Page 2

During the three months and nine months ended December 31, 2024, the Company reported net losses of $14,365 and $24,191 compared to $3,232 and $26,130 in the comparable periods. The increase in net loss for the three months period ended December 31, 2024, is due to the increase in professional fees in the current period. This decrease in net loss for the nine months period ended December 31, 2024, is primarily attributable to the recognition of interest income in the current period. The Company continues to incur regulatory and professional fees necessary to keep the Company active as it seeks a Qualifying Transaction.

Additional Disclosure for Venture Issuers without Significant Revenue

Additional financial information is available in the Company's audited annual financial statements for the year ended March 31, 2024. These statements are available on SEDAR+ at www.sedarplus.ca.

The following addresses the specific disclosure requirements for venture issues without significant revenues:

Profits

Liquidity

As at December 31, 2024, the Company had cash of $85,061 (March 31, 2024 - $114,675). As at December 31, 2024, the Company had a working capital of $42,607 (March 31, 2024 - $66,798) which is defined as current assets less current liabilities.

Capital Resources

The Company manages its capital structure and adjusts it, based on the funds available to the Company, in order to support the identification and evaluation of a QT and continue as a going concern. The Company considers capital to be all accounts in equity. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. Additional funds may be required to finance the Company's QT. The Company is not subject to any externally imposed capital requirements other than the expenditure restrictions applicable under Policy 2.4, which will apply following the completion of the IPO. These expenditure restrictions limit the Company's on-going expenditures to reasonable expenditures relating to the IPO, reasonable expenses relating to a proposed Qualifying Transaction, assurance and audit fees, escrow agent and transfer agent fees, regulatory filing fees and a maximum of $3,000 per month for other general and administrative costs.

Goodbridge Capital Corp.
MD&A for the Three and Nine Months Ended December 31, 2024 and 2023
Page 3

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Transactions Between Related Parties

Proposed Transaction

Each warrant will be exercisable at a price of $0.70 per post-consolidation Goodbridge share for a period of 24 months from the date of issuance.

Goodbridge Capital Corp.
MD&A for the Three and Nine Months Ended December 31, 2024 and 2023
Page 4

Significant Accounting Judgments, Estimates and Assumptions

The Company's significant accounting judgments and estimates that are applied in these condensed interim financial statements are as follows:

Judgments

Going concern assumption

The evaluation of the Company's ability to continue as a going concern for the foreseeable future involves judgement by management.

Estimates

There were no significant estimates applied to these condensed interim financial statements during the nine month period ended December 31, 2024.

Financial Instruments

Financial assets

The Company classifies its financial assets in the following measurement categories:

those to be measured subsequently at fair value through profit or loss ("FVTPL") or fair value through other comprehensive income ("FVOCI"); and
those to be measured at amortized cost.

Cash and cash equivalents are classified as held at amortized cost.

Measurement

Goodbridge Capital Corp.
MD&A for the Three and Nine Months Ended December 31, 2024 and 2023
Page 5

considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Subsequent measurement of financial assets depends on their classification. There are three measurement categories under which the Company classifies its financial assets:

Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on a financial asset that is subsequently measured at amortized cost is recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included as finance income using the effective interest rate method.
Fair value through other comprehensive income: Financial assets that are held for collection of contractual cash flows and for selling the debt instruments, where the assets' cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through other comprehensive income, except for the recognition of impairment gains and losses, interest revenue, and foreign exchange gains and losses which are recognized in profit or loss. When the instrument is derecognized, the cumulative gain or loss previously recognized in other comprehensive income is not reclassified from equity to profit or loss. Interest income from these instruments is included as finance income using the effective interest rate method.
Fair value through profit or loss: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL. A gain or loss on an investment that is subsequently measured at FVTPL is recognized in profit or loss in the period in which it arises.

Impairment of financial assets

Financial liabilities

Goodbridge Capital Corp.
MD&A for the Three and Nine Months Ended December 31, 2024 and 2023
Page 6

liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in the statements of loss and comprehensive loss.

As at December 31, 2024, the Company's financial instruments consist of cash and cash equivalents, and accounts payable and accrued liabilities. The Company believes that the carrying values of cash and cash equivalents, and accounts payable and accrued liabilities approximate their fair values because of their nature and relatively short maturity dates or durations.

Fair value hierarchy

When assessing fair value, the Company utilizes the fair value hierarchy as follows:

Level 1– fair values based on unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 – fair values based on inputs that are observable for the asset or liability, either directly or indirectly; and
Level 3 – fair values based on inputs for the asset or liability that are not based on observable market data.

As at December 31, 2024, the Company does not carry any financial instruments at FVTPL.

The risk exposure arising from these financial instruments is summarized as follows:

(a) Credit risk

(b) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company's ability to continue to meet its liabilities when due, beyond the current cash balance, is dependent on future support of shareholders through public or private equity offerings. As at December 31, 2024, the Company had accounts payable and accrued liabilities of $42,454 (March 31, 2024 - $47,877) due within 12 months and had cash of $85,061 (March 31, 2024 - $114,675) to meet its current obligations. As a result, the Company has minimal liquidity risk.

(d) Interest rate risk

The Company's policy is to invest excess cash in GICs at fixed or floating rates of interest and cash equivalents are to be maintained in floating rates of interest in order to maintain liquidity, while achieving a satisfactory return for shareholders. The Company manages risk by monitoring changes in interest rates in comparison to prevailing market rates.

Goodbridge Capital Corp.
MD&A for the Three and Nine Months Ended December 31, 2024 and 2023
Page 7

Disclosure of Outstanding Share Data

The Company is authorized to issue an unlimited number of common without par value.

As at December 31, 2024 and as of the date of this MD&A, the Company had the following securities issued and outstanding:

	Balance
Shares issued and outstanding	4,082,000
Stock options	408,200
Agents’ options	208,200
Fully Diluted	4,698,400

New Accounting Standards and Interpretations

Risks and Uncertainties

The Company's financial performance is likely to be subject to the following risks:

The Company has not commenced commercial operations, has no assets other than cash. The Company has no history of earnings, and will not generate earnings to pay dividends until at least after the completion of the Qualifying Transaction.
Until completion of the Qualifying Transaction, the Company is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions.
The Company only has limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Company will be able to identify or complete a suitable Qualifying Transaction.
If the Company fails to identify a business or assets that warrant acquisition or participation within the time limits set under the policies of the Exchange, the Exchange may de-list the Company's shares from trading.
If a Qualifying Transaction is completed, there can be no assurance that an active and liquid market for the Company's common shares will develop and investors may find it difficult to resell the common shares.

Disclosure Controls and Procedures

Goodbridge Capital Corp.
MD&A for the Three and Nine Months Ended December 31, 2024 and 2023
Page 8

Forward-Looking Statements

Goodbridge Capital Corp.
MD&A for the Three and Nine Months Ended December 31, 2024 and 2023
Page 9

E-1

SCHEDULE “E”

Audited annual financial statements of IDEX for the years ended July 31, 2024 and 2023

See attached document

IDEX Metals Corp.
CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

DAVIDSON & COMPANY LLP
Chartered Professional Accountants

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors of
IDEX Metals Corp.

Opinion

We have audited the accompanying consolidated financial statements of IDEX Metals Corp. (the "Company"), which comprise the consolidated statements of financial position as at July 31, 2024 and 2023 and the consolidated statements of loss and comprehensive loss, changes in shareholders' equity, and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at July 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended, in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our 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 of the consolidated financial statements, which indicates that as of July 31, 2024, the Company had working capital of $418,533 and an accumulated deficit of $2,586,416. As stated in Note 1, these events and conditions 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.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management's Discussion and Analysis.

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

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

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. 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.

A member of Nexia International

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada V7Y 1G6
Telephone (604) 687-0947 Davidson-co.com

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

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

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

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

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

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

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current year 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 Yu Li.

"Davidson & Company LLP"

Vancouver, Canada

May 20, 2025

Chartered Professional Accountants

Consolidated Statements of Financial Position ... 6
Consolidated Statements of Loss and Comprehensive Loss ... 7
Consolidated Statements of Changes in Shareholders’ Equity ... 8
Consolidated Statements of Cash Flows ... 9
Notes to the Consolidated Financial Statements ... 10
1) Corporate information and continuance of operations ... 10
2) Material accounting policies and basis of preparation ... 11
3) Marketable securities ... 19
4) Investments ... 20
5) Exploration and evaluation assets ... 20
6) Share capital and reserves ... 25
7) Related party transactions and balances ... 28
8) Segmented information ... 28
9) Capital management ... 29
10) Financial instruments ... 29
11) Income taxes ... 32

IDEX Metals Corp.
Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)

	As at	July 31, 2024	July 31, 2023
	Note(s)	$	$
ASSETS
Current assets
Cash		400,480	33,840
Marketable securities	3	50,000	209,380
Goods and services tax receivable		15,958	-
Prepaid expenses	1, 5	301,028	-
		767,466	243,220
Non-current assets
Investments	4	140,058	140,058
Exploration and evaluation assets	5	401,081	190,121
		541,139	330,179
TOTAL ASSETS		1,308,605	573,399
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	7	348,933	101,274
TOTAL LIABILITIES		348,933	101,274
SHAREHOLDERS' EQUITY
Share capital	6	2,815,994	1,004,012
Warrants reserve	6	10,256	-
Stock options reserve	6	238,231	96,569
Restricted share unit reserve	6	465,000	-
Accumulated deficit		(2,586,416)	(630,207)
Accumulated other comprehensive income		16,607	1,751
TOTAL SHAREHOLDERS' EQUITY		959,672	472,125
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		1,308,605	573,399
Corporate information and continuance of operations	1
Segmented information	8
Subsequent events	1, 5, 6

These consolidated financial statements were approved for issue by the Board of Directors and signed on its behalf by:

/s/ Simon Dyakowski Director
/s/ Clayton Fisher Director

See accompanying notes to these consolidated financial statements.

IDEX Metals Corp.
Consolidated Statements of Loss and Comprehensive Loss
(Expressed in Canadian Dollars)

		For the years ended
		July 31, 2024	July 31, 2023
	Note(s)	$	$
Expenses
Exploration and evaluation costs	5	592,141	381,432
Foreign exchange loss		23,890	336
General and administrative expenses		28,189	1,381
Management fees	7	93,300	36,625
Professional fees	7	279,065	63,937
Project evaluation costs		123,250	76,024
Share-based payments	6	606,662	36,837
Shareholder information and investor relations		50,837	3,874
Transfer agent, regulatory and filing fees		5,206	-
Travel		10,795	1,916
Total expenses		(1,813,335)	(602,362)
Other income (expenses)
Change in fair value of marketable securities	3	(159,380)	(67,421)
Gain on disposal of exploration and evaluation assets	5	-	466,859
Income from interest in mineral property	5	16,506	15,000
Total other income (expenses)		(142,874)	414,438
Loss		(1,956,209)	(187,924)
Other comprehensive income (loss)
Items that may be reclassified subsequently to profit or loss:
Foreign currency translation differences for foreign operations		14,856	1,068
Loss and comprehensive loss		(1,941,353)	(186,856)
Basic and diluted earnings (loss) per share for the period attributable to common shareholders ($ per common share)		(0.06)	(0.01)
Weighted average number of common shares outstanding - basic and diluted		32,200,905	26,269,890

See accompanying notes to these consolidated financial statements.

IDEX Metals Corp.
Consolidated Statements of Changes in Shareholders' Equity
(Expressed in Canadian Dollars)

	Note(s)	Share capital		Warrants reserve	Stock options reserve	Restricted share unit reserve	Accumulated deficit	Accumulated other comprehensive income	TOTAL
		#	$
Balance as of July 31, 2023		27,385,000	1,004,012	-	96,569	-	(630,207)	1,751	472,125
Shares issued for cash - private placement	6	7,507,113	1,869,390	-	-	-	-	-	1,869,390
Share issue costs	6	-	(47,152)	-	-	-	-	-	(47,152)
Fair value of finders' warrants	6	-	(10,256)	10,256	-	-	-	-	-
Share-based payments	6	-	-	-	141,662	465,000	-	-	606,662
Income (loss) and comprehensive income (loss)		-	-	-	-	-	(1,956,209)	14,856	(1,941,353)
Balance as of July 31, 2024		34,892,113	2,815,994	10,256	238,231	465,000	(2,586,416)	16,607	959,672
Balance as of July 31, 2022		24,000,000	498,670	-	59,732	-	(442,283)	683	116,802
---	---	---	---	---	---	---	---	---	---
Shares issued for cash - private placement	6	3,385,000	507,750	-	-	-	-	-	507,750
Share issue costs	6	-	(2,408)	-	-	-	-	-	(2,408)
Share-based payments	6	-	-	-	36,837	-	-	-	36,837
Loss and comprehensive loss		-	-	-	-	-	(187,924)	1,068	(186,856)
Balance as of July 31, 2023		27,385,000	1,004,012	-	96,569	-	(630,207)	1,751	472,125

See accompanying notes to these consolidated financial statements.

IDEX Metals Corp.
Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars)

		For the years ended
		July 31, 2024	July 31, 2023
	Note(s)	$	$
Cash flow from (used in)
OPERATING ACTIVITIES
Net loss		(1,956,209)	(187,924)
Change in fair value of investments	3	159,380	67,421
Income from interest in mineral property	5	-	(15,000)
Gain on disposal of exploration and evaluation assets	5	-	(466,859)
Share-based payments	6	606,662	36,837
Effects of currency exchange rate changes		2,487	(2,096)
Net changes in non-cash working capital items:
Goods and services tax receivable		(15,958)	-
Prepaid expenses		(295,948)	-
Accounts payable and accrued liabilities		188,622	13,093
Cash flow used in operating activities		(1,310,964)	(554,528)
INVESTING ACTIVITIES
Acquisition costs on exploration and evaluation assets	5	(144,634)	(163,085)
Proceeds from disposal of exploration and evaluation assets	5	-	50,000
Recovery of exploration and evaluation assets	5	-	75,000
Cash flow used in investing activities		(144,634)	(38,085)
FINANCING ACTIVITIES
Proceeds on issuance of common shares, net of cash share issue costs	6	1,822,238	505,342
Cash flow provided by financing activities		1,822,238	505,342
Increase (decrease) in cash		366,640	(87,271)
Cash, beginning of year		33,840	121,111
Cash, end of year		400,480	33,840
Supplemental cash flow information
Exploration and evaluation assets included in accounts payable and accrued liabilities		56,486	-
Fair value of finders' warrants	6	10,256	-
Fair value of marketable securities received	4	-	276,801
Initial recognition of investment in 1212242 B.C. LTD.	4	-	140,058
Cash paid for income taxes		-	-
Cash paid for interest		-	-

See accompanying notes to these consolidated financial statements.

IDEX Metals Corp.

Notes to the Consolidated Financial Statements

For the Years Ended July 31, 2024 and 2023

(Expressed in Canadian Dollars)

1) CORPORATE INFORMATION AND CONTINUANCE OF OPERATIONS

IDEX Metals Corp. (formerly known as Idaho Silver Corp.) (the "Company" or "IDEX") was incorporated under the Business Corporations Act (British Columbia) on May 19, 2021, and is in the business of mineral exploration.

The Company's head office, principal address, registered address and records office is 1188-1095 West Pender St. Vancouver BC, V6E 2M6.

As of the date of the consolidated financial statements, the Company has not identified a known body of commercial grade mineral on any of its properties. The ability of the Company to realize the costs it has incurred to date on these properties is dependent upon the Company identifying a commercial mineral body, to finance its development costs and to resolve any environmental, regulatory or other constraints which may hinder the successful development of the property. To date, the Company has not earned any revenues and is considered to be in the exploration stage.

These consolidated financial statements have been prepared assuming the Company will continue on a going-concern basis. The Company has incurred losses since its inception and the ability of the Company to continue as a going-concern depends upon its ability to raise adequate financing and to develop profitable operations. As at July 31, 2024, the Company had working capital of $418,533 (July 31, 2023 – $141,946) and an accumulated deficit of $2,586,416 (July 31, 2023 – $630,207). The Company's continuation as a going concern is dependent upon the successful results from its mineral property exploration activities and its ability to attain profitable operations and generate funds there from and/or raise equity capital or borrowings sufficient to meet current and future obligations. Management intends to fund operating costs over the next twelve months with cash and through further equity financing. The current cash resources are not adequate to pay the Company's accounts payable and to meet its minimum commitments as at the date the Board of Directors approved these consolidated financial statements, including planned corporate and administrative expenses, and other project implementation costs; accordingly, these material uncertainties may cast a significant doubt on the ability of the Company to continue operations as a going concern. These consolidated financial statements do not include any adjustments that might result from this uncertainty.

Subsequent to year ended July 31, 2024, the Company issued promissory notes totaling $300,000. These promissory notes bear an annual interest rate of 12% and are repayable on demand.

Proposed transaction

On May 27, 2024, the Company entered into a letter of intent (the "LOI") with Goodbridge Capital Corp. (TSX-V: GODB.P) ("Goodbridge"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), outlines a proposed business combination (the "Proposed Transaction").

On November 28, 2024, the Company and Goodbridge entered into a definitive agreement in respect of the Proposed Transaction (the "Definitive Agreement"). Pursuant to the Definitive Agreement, Goodbridge will acquire all of the issued and outstanding shares of the Company, and the Company's shareholders will receive common shares in the capital of Goodbridge (the "Goodbridge Shares") in exchange for the shares of the Company.

Prior to closing of the Proposed Transaction, Goodbridge will consolidate the Goodbridge Shares on the basis of one (1) post-Consolidation Goodbridge Shares for each three (3) pre-Consolidation Goodbridge Shares (the "Consolidation"). The Goodbridge Shares will be issued to the Company's shareholders on the basis of one post-Consolidation Goodbridge Share for every one share of the Company. Convertible securities of the Company will become exercisable into Goodbridge Shares in accordance with their terms.

The Proposed Transaction is subject to approval of the shareholders of the Company.

Page 10 of 32

IDEX Metals Corp.
Notes to the Consolidated Financial Statements
For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

1) CORPORATE INFORMATION AND CONTINUANCE OF OPERATIONS (CONTINUED)

Proposed transaction (continued)

In connection with the Proposed Transaction, on April 10, 2025, the Company completed a subscription receipt financing (the "Concurrent Financing"), issuing 8,820,000 subscription receipts ("IDEX Subscription Receipts") at a price of $0.50 per receipt, resulting in total gross proceeds of $4,410,000. These proceeds have been placed in Escrow and will be released upon satisfaction of conditions related to the Proposed Transaction.

Each IDEX Subscription Receipt is convertible into one unit, comprising one common share and one-half of a warrant. Each whole warrant grants the holder the right to purchase one additional common share at an exercise price of CA$0.70, exercisable for a period of two years following the completion of the Proposed Transaction.

In connection with the closing of the Concurrent Financing, the Company paid finder's fees totaling $152,950 and issued 305,900 agent warrants. Each agent warrant entitles the holder to acquire one additional common share at an exercise price of CA$0.50, exercisable for two years following the completion of the Proposed Transaction.

2) MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION

Statement of compliance

These consolidated financial statements of the Company (the "Financial Statements") have been prepared in accordance with IFRS Accounting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB").

These consolidated financial statements of the Company for the years ended July 31, 2024 and 2023 were approved by the Board of Directors on May 20, 2025 (the "Approval Date").

Basis of preparation

These consolidated financial statements of the Company have been prepared on a historical cost basis, except for certain financial instruments that are measured at fair value. Additionally, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. These consolidated financial statements are presented in Canadian dollars ("$") or "CA$"), which is also the Company's functional currency. The functional currency of Silver Rock Resources Inc., a wholly owned subsidiary of the Company, is the United States dollar ("U.S. Dollar").

The accounting policies set out below have been applied consistently to all periods presented in these financial statements.

Basis of consolidation

These consolidated financial statements comprise the accounts of the Company and its wholly owned subsidiary, Silver Rock Resources Inc., a company incorporated under the laws of Idaho, with a reporting date of July 31.

Page 11 of 32

IDEX Metals Corp.
Notes to the Consolidated Financial Statements
For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

2) MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (CONTINUED)

Basis of consolidation (continued)

Subsidiaries
A subsidiary is an entity over which the Company has power to govern the operating and financial policies in order to obtain benefits from its activities. The consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating inter-entity balances and transactions.

Acquisitions and disposals
The results of entities acquired during the reporting period are brought into the consolidated financial statements from the date the control is transferred; the results of entities sold during the reporting period are included in the consolidated financial statements for the period up to the date the control is ceased. Gains or losses on disposal are calculated as the difference between the sale proceeds (net of expenses) and the net assets attributable to the interest which has been sold. Where a disposal represents a separate major line of business or geographical area of operations, the net results attributable to the disposed entity are shown separately in the statement of loss and comprehensive loss.

Critical accounting estimates
The information about significant areas of estimation uncertainty considered by management in preparing the financial statements are as follows:

Deferred Income taxes
The estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Company's ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income, which in turn is dependent upon the successful discovery, extraction, development and commercialization of mineral reserves. To the extent that management's assessment of the Company's ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets, and future income tax provisions or recoveries could be affected.

Measurement of share-based payment arrangements
Management determines costs for share-based payments using market-based valuation techniques. The fair value of the market-based share awards is determined at the date of grant using generally accepted valuation techniques. Assumptions are made and judgment is used in applying valuation techniques. These assumptions and judgments include estimating the future volatility of the stock price, expected dividend yield, future employee turnover rates and future employee stock option exercise behaviors and corporate performance. Such estimates and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.

Page 12 of 32

IDEX Metals Corp.
Notes to the Consolidated Financial Statements
For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

2) MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (CONTINUED)

Critical accounting judgments
Critical accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments.

Functional currency
In accordance with IAS 21 “The Effects of Changes in Foreign Exchange Rates”, management determined that the functional currency of each entity based on the primary economic environment in which each entity operates.

Going concern
The preparation of these financial statements requires management to make judgments regarding the going concern of the Company as discussed in Note 1.

Carrying value and recoverability of exploration and evaluation assets
Management assesses whether any indication of impairment exists at the end of each reporting period or when a triggering event is identified. Judgment is required in assessing whether certain factors would be considered an indicator of impairment. Management considers both internal and external information to determine whether there is an indicator of impairment and, accordingly, whether impairment testing is required. No impairment indicators were identified by management as of July 31, 2024 and 2023.

Investments
Management has determined that the fair value of the retained interest could not be reliably measured at the recognition date due to the absence of an active market for the investment and the lack of observable inputs for valuation purposes. As a result, the retained interest was measured at its book value, which was deemed to be the best available estimate of its value.

Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, deposits held on call with banks, highly liquid investments that are readily convertible into a known amount of cash and which are subject to insignificant risk of changes in value, net of bank overdrafts which are repayable on demand. As of July 31, 2024 and 2023, the Company did not have any cash equivalents.

Foreign exchange

Translation of foreign transactions and balances into the functional currency
Foreign currency transactions are translated into the functional currency of the underlying entity using appropriate average rates of exchange. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rate of exchange in effect at the end of each reporting period. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss.

Translation of the functional currency into the presentation currency
The results of foreign operations which have a different functional currency of the Company are translated to Canadian dollars at appropriate average rates of exchange during the year and are included in other comprehensive income (loss). The assets and liabilities of foreign operations are translated to Canadian dollars at rates of exchange in effect at the end of the period. Gains or losses arising on translation of foreign operation’s assets and liabilities to Canadian dollars at period end are recognized in accumulated other comprehensive income (loss) as a foreign currency translation adjustment. When a foreign operation is sold, such exchange differences are recognized in profit or loss as part of the gain or loss on sale.

Page 13 of 32

IDEX Metals Corp.

Notes to the Consolidated Financial Statements

For the Years Ended July 31, 2024 and 2023

(Expressed in Canadian Dollars)

2) MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (CONTINUED)

Share-based payments

The Company grants stock options to buy common shares of the Company to directors, officers, employees and service providers. The Company recognizes share-based payments expense based on the estimated fair value of the options. A fair value measurement is made for each vesting installment within each option grant and is determined using the Black-Scholes option-pricing model. The fair value of the options is recognized over the vesting period of the options granted as both share-based payments and reserves. This includes a forfeiture estimate, which is revised for actual forfeitures in subsequent periods. The reserves account is subsequently reduced if the options are exercised and the amount initially recorded is then credited to share capital.

In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of goods or services received.

Share capital

Equity instruments are contracts that give a residual interest in the net assets of the Company. Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company's common shares, stock options and share purchase warrants are classified as equity instruments. Proceeds received on the issuance of units, consisting of common shares and warrants, are allocated first to common shares based on the fair value of the common shares at the time the units are priced, then to warrants on a residual value basis. The Company has no warrants outstanding.

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.

Income taxes

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 recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting or taxable loss; nor differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position 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.

Additional income taxes that arise from the distribution of dividends are recognized at the same time as the liability to pay the related dividend. 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.

Page 14 of 32

IDEX Metals Corp.
Notes to the Consolidated Financial Statements
For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

2) MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (CONTINUED)

Exploration and evaluation assets

Exploration and evaluation assets include acquired mineral rights for mineral exploration properties held by the Company. The amount of consideration paid (in cash or share value) to acquire or maintain mineral rights is capitalized. The amounts shown for exploration and evaluation assets represent costs of acquisition, incurred to date, less recoveries, and do not necessarily reflect present or future values. These costs will be written off if the exploration and evaluation assets are abandoned or sold. Included in the cost of exploration and evaluation assets is the cost of any estimated decommissioning liability. The Company has classified exploration and evaluation assets as intangible in nature.

At each reporting period the Company performs an analysis to determine whether any property has adequately demonstrated technical feasibility and economic viability in order to support transition from Exploration to Development phase. If a project has satisfied these criteria and management has decided to proceed with development, then the exploration project is tested for impairment and transferred to property and equipment. Subsequent expenditures on the property are capitalized. Once a project in development is available for use in the manner intended by the management of the Company it is transitioned to Commercial Production phase. At that time depletion of costs capitalized on project put into commercial production will be recorded using the unit-of-production method based upon reserves.

Exploration and evaluation costs

Exploration and evaluation costs, other than those described above, are expensed as incurred until such time as mineral reserves are proven or probable, permits to operate the mineral resource property are received and financing to complete development has been obtained. Following confirmation of mineral reserves, receipt of permits to commence mining operations and obtaining necessary financing, exploration and evaluation costs are capitalized as deferred development expenditures included within equipment.

Option-out agreements

Option-out agreements are accounted for as farm-out arrangements. The Company, as the farmer, does not record any expenditures made by the optionee on its behalf, does not recognize any gain or loss on the optionout arrangement, but rather re-designates any costs previously capitalized in relation to the whole interest as relating to the partial interest retained, any cash consideration received is credited against costs previously capitalized in relation to the whole interest with any excess accounted for by the Company as a gain on disposal.

Impairment of long-lived assets

At the end of each reporting period, the Company's assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the profit or loss for the period. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.

Page 15 of 32

IDEX Metals Corp.

Notes to the Consolidated Financial Statements

For the Years Ended July 31, 2024 and 2023

(Expressed in Canadian Dollars)

2) MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (CONTINUED)

Impairment of long-lived assets (continued)

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

Provision for environmental rehabilitation

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of exploration and evaluation assets and equipment, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future rehabilitation cost estimates arising from the decommissioning of plant and other site preparation work 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 rehabilitation asset is depreciated on the same basis as the related asset.

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 asset with a corresponding entry to the rehabilitation provision. The Company's estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates.

Changes in the net present value, excluding changes in the Company's estimates of reclamation costs, are charged to profit and loss for the period.

For the years presented the Company has no provisions for environmental rehabilitation.

Loss per share

Basic loss per share is calculated using the weighted-average number of shares outstanding during the year. The diluted earnings (loss) per share reflects the potential dilution of common share equivalents, such as outstanding stock options and warrants, in the weighted average number of common shares outstanding during the period, if dilutive.

Financial instruments

Financial assets

Classification and measurement

The Company classifies its financial assets in the following categories: at fair value through profit or loss ("FVTPL"), at fair value through other comprehensive income ("FVTOCI") or at amortized cost. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

The classification of debt instruments is driven by the business model for managing the financial assets and their contractual cash flow characteristics. Debt instruments are measured at amortized cost if the business model is to hold the instrument for collection of contractual cash flows and those cash flows are solely principal and interest. If the business model is not to hold the debt instrument, it is classified as FVTPL. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payments of principal and interest.

Page 16 of 32

IDEX Metals Corp.
Notes to the Consolidated Financial Statements
For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

2) MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (CONTINUED)

Financial instruments

Financial assets (continued)

Classification and measurement (continued)

Equity instruments that are held for trading (including all equity derivative instruments) are classified as FVTPL, for other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument by-instrument basis) to designate them as at FVTOCI.

Financial assets at FVTPL – Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statement of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial asset held at FVTPL are included in the statement of loss and comprehensive loss in the period in which they arise. Derivatives are also categorized as FVTPL unless they are designated as hedges. As of July 31, 2024 and 2023, the Company classified its marketable securities and investments as FVTPL.

Financial assets at FVTOCI – Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. As at July 31, 2024 and 2023, the Company has no financial assets classified as FVOCI.

Financial assets at amortized cost – Financial assets at amortized cost are initially recognized at fair value and subsequently carried at amortized cost less any impairment. They are classified as current assets or non-current assets based on their maturity date. As at July 31, 2024 and 2023, the Company has classified its cash as amortized cost.

Impairment of financial assets at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the loss allowance for the financial asset is measured at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the loss allowance is measured for the financial asset at an amount equal to twelve month expected credit losses. For trade receivables the Company applies the simplified approach to providing for expected credit losses, which allows the use of a lifetime expected loss provision.

Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be objectively related to an event occurring after the impairment was recognized.

Derecognition of financial assets

Financial assets are derecognized when they mature or are sold, and substantially all the risks and rewards of ownership have been transferred. Gains and losses on derecognition of financial assets classified as FVTPL or amortized cost are recognized in the statement of loss and comprehensive loss. Gains or losses on financial assets classified as FVTOCI remain within accumulated other comprehensive income.

Page 17 of 32

IDEX Metals Corp.
Notes to the Consolidated Financial Statements
For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

2) MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (CONTINUED)

Financial instruments (continued)

Financial liabilities
The Company classifies its financial liabilities into one of two categories as follows:

Fair value through profit or loss (FVTPL) – This category comprises derivatives and financial liabilities incurred principally for the purpose of selling or repurchasing in the near term. They are carried at fair value with changes in fair value recognized in profit or loss.

Amortized cost – This category consists of liabilities carried at amortized cost using the effective interest method. The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled or expire. As at July 31, 2024 and 2023, the Company has classified its accounts payable and accrued liabilities as other financial liabilities

Refer to Note 10 for further disclosures.

New accounting standards and pronouncements
Certain new standards, interpretations, amendments and improvements to existing standards were issued by the IASB that are mandatory for accounting periods beginning on or after August 1, 2024.

Disclosure of Accounting Policies
In February 2021, the IASB issued amendments to IAS 1, which change the disclosure requirements with respect to accounting policies from ‘significant accounting policies’ to ‘material accounting policy information’. The amendments provide guidance on when accounting policy information is likely to be considered material. The amendments to IAS 1 are effective for annual reporting periods beginning on or after January 1, 2023, with earlier application permitted.
Definition of Accounting Estimates (Amendment to IAS 8)
In February 2021, the IASB issued amendments to IAS 8, which added the definition of Accounting Estimates in IAS 8. The amendments also clarified that the effects of a change in an input or measurement technique are changes in accounting estimates, unless resulting from correction of prior period errors.

There was no material impact upon adoption of the above accounting standards.

Classification of Liabilities as Current or Non-Current
The IASB issued amendments to IAS 1 - Classification of Liabilities as Current or Non-current in January 2020, which have been further amended partially by amendments Non-current Liabilities with Covenants issued in October 2022. The amendments require that an entity’s right to defer settlement of a liability for at least twelve months after the reporting period must have substance and must exist at the end of the reporting period. Classification of a liability is unaffected by the likelihood that the entity will exercise its right to defer settlement for at least twelve months after the reporting period. Subsequent to the release of amendments to IAS 1 Classification of Liabilities as Current or Non-Current, the IASB amended IAS 1 further in October 2022. If an entity’s right to defer is subject to the entity complying with specified conditions, such conditions affect whether that right exists at the end of the reporting period, if the entity is required to comply with the condition on or before the end of the reporting period and not if the entity is required to comply with the conditions after the reporting period. The amendments also provide clarification on the meaning of ‘settlement’ for the purpose of classifying a liability as current or non-current.

Page 18 of 32

IDEX Metals Corp.
Notes to the Consolidated Financial Statements
For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

2) MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (CONTINUED)

New accounting standards and pronouncements (continued)

IFRS 18 Presentation and Disclosure in the Financial Statements
In April 2024, the IASB issued a new IFRS accounting standard to improve the reporting of financial performance. IFRS 18 Presentation and Disclosure in the Financial Statements replaces IAS 1 Presentation of Financial Statements. The standards will become effective January 1, 2027, with early adoption permitted.

The Company is in the process of assessing the impact of these new standards on the Company's financial statements.

3) MARKETABLE SECURITIES

	July 31, 2024	July 31, 2023
	$	$
Fair value, opening	209,380	-
Addition	-	276,801
Unrealized loss	(159,380)	(67,421)
Fair value, closing	50,000	209,380
	Number of shares
#	Closing market price
$	Fair value
$
---	---	---
As of July 31, 2024
US Critical Metals Corp.	1,000,000	0.05000
As of July 31, 2023
US Critical Metals Corp.	1,000,000	0.20938

On November 16, 2022, the Company and US Critical Metals Corp. ("USCM"), a public company which is listed on the Canadian Securities Exchange (the "CSE") under the ticker symbol "USCM", entered into a share purchase agreement (the "LGSPA") to sell 70% of the Long Canyon Property, which was held by Long Canyon Resources Inc. through selling 70% issued and outstanding common shares of 1212242 B.C. LTD. and Long Canyon Resources Inc. The remaining 30% interest in Long Canyon Property is being held by the Company. The transaction was completed on December 15, 2022.

In exchange for the 70% interest in Long Canyon Property, USCM issued 1,000,000 common shares with a fair value of $276,801 and made a cash payment of $50,000 to the Company.

As of July 31, 2024, the Company recognized $50,000 (July 31, 2023 – $209,380) as the fair value of the 1,000,000 common shares (July 31, 2023 – 1,000,000 common shares) received from USCM. The change in fair value of $159,380 for the year ended July 31, 2024, is recognized as a loss of change in fair value of marketable securities in the consolidated statements income (loss) and comprehensive income (loss) (July 31, 2023 – a loss of $67,421).

A formerly wholly owned subsidiary of the Company.

Page 19 of 32

IDEX Metals Corp.
Notes to the Consolidated Financial Statements
For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

4) INVESTMENTS

As discussed in Notes 3 and 5, the exchange for the 70% interest in Long Canyon Property resulted in the Company retaining a 30% interest of 1212242 B.C. LTD. and Long Canyon Resources Inc. The fair value at the date of recognition of the 30% interest was $140,058.

On August 13, 2024, 1212242 B.C. LTD declared and paid $50,000 in dividends to the Company for its 30% ownership interest.

As of July 31, 2024, and 2023, the Company owns a 30% interest in Long Canyon Property, which has a fair value of $140,058.

5) EXPLORATION AND EVALUATION ASSETS

Exploration and evaluation assets

Project / Property	Balance as of July 31, 2023 $	Acquisition costs $	Staking fees $	Option payments received $	Effect of movements in exchange rate $	Balance as of July 31, 2024 $
Amie	26,420	-	9,925	-	1,570	37,915
Deadman's Gulch	79,450	-	-	-	3,698	83,148
Demming	1,308	-	-	-	61	1,369
Freeze	-	-	101,506	-	1,106	102,612
Kismet	-	-	10,044	-	45	10,089
Mineral Mountain	30,497	-	67,391	-	2,224	100,112
New Whitehorse	4,756	-	3,531	-	340	8,627
Viola project	25,879	-	-	-	1,204	27,083
Worthing Kaufman	21,811	-	7,062	-	1,253	30,126
	190,121	-	199,459	-	11,501	401,081
Project / Property	Balance as of July 31, 2022 $	Acquisition costs $	Staking fees $	Option payments received $	Effect of movements in exchange rate $	Balance as of July 31, 2023 $
---	---	---	---	---	---	---
Amie	-	27,495	-	-	(1,075)	26,420
Deadman's Gulch	83,872	-	48,971	(60,000)	6,607	79,450
Demming	-	-	1,173	-	135	1,308
Mineral Mountain	-	-	31,919	-	(1,422)	30,497
New Whitehorse	-	-	5,200	-	(444)	4,756
Viola project	-	-	26,123	-	(244)	25,879
Worthing Kaufman	-	-	22,204	-	(393)	21,811
	83,872	27,495	135,590	(60,000)	3,164	190,121

As of July 31, 2024, prepaid expenses included $140,568 (US$101,678) for claim renewal fees for various projects covering the period from September 1, 2024, to September 1, 2025. Additionally, a retainer of $154,561 (US$111,800), included in prepaid expenses as of July 31, 2024, was made to a geophysical company for future exploration work.

Page 20 of 32

IDEX Metals Corp.

Notes to the Consolidated Financial Statements

For the Years Ended July 31, 2024 and 2023

(Expressed in Canadian Dollars)

5) EXPLORATION AND EVALUATION ASSETS (CONTINUED)

Exploration and evaluation costs

	Amie $	Badger Creek $	Freeze $	Mineral Mountain $	Viola project $	Worthing Kaufman $	TOTAL $
For the year ended July 31, 2024
Consulting	12,288	-	71,005	6,327	-	-	89,620
Equipment rental	586	-	586	1,755	-	-	2,927
Field	516	-	11,810	3,259	-	-	15,585
Field office administration	969	-	2,543	314	-	-	3,826
Geological	51,580	-	130,765	47,482	-	-	229,827
Sample analysis	17,047	486	42,073	30,747	15,600	15,600	121,553
Travel	12,827	-	29,527	18,561	-	-	60,915
Technical studies	34,335	-	33,553	-	-	-	67,888
	130,148	486	321,862	108,445	15,600	15,600	592,141
	Amie $	Deadman's Gulch $	Long Canyon $	Viola project $	TOTAL $
---	---	---	---	---	---
For the year ended July 31, 2023
Field	-	4,611	10,053	-	14,664
Field office administration	1,350	-	-	-	1,350
Geological	292,926	36,549	-	18,743	348,218
Sample analysis	1,321	-	-	-	1,321
Survey	-	15,879	-	-	15,879
	295,597	57,039	10,053	18,743	381,432

Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many exploration and evaluation assets. The Company has investigated title to all of its exploration and evaluation assets, and, to the best of its knowledge, title to all of its properties, are properly registered and in good standing.

Except for the Amie Project, the Company acquired a 100% interest in the following projects through staking:

Badger Creek (Butte County, Idaho)
Deadman's Gulch (Shoshone County, Idaho)
Demming (Owyhee County, Idaho)
Freeze (Washington County, Idaho)
Kismet (Washington County, Idaho)
Mineral Mountain (Lemhi County, Idaho)
New Whitehorse (Lemhi County, Idaho)
Silver Rock (Owyhee County, Idaho)
Viola project (Lemhi County, Idaho)
Worthing Kaufman (Lemhi County, Idaho)

Page 21 of 32

IDEX Metals Corp.
Notes to the Consolidated Financial Statements
For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

5) EXPLORATION AND EVALUATION ASSETS (CONTINUED)

Subsequent to year ended July 31, 2024, the Company acquired the following projects through staking:

Autunite Hill (Clark County, Idaho)
Badger Creek (Butte County, Idaho)
Basinger Canyon (Lemhi County, Idaho)
Caribou (Bonneville County, Idaho)
Fort Hall (Bannock County, Idaho)
Foss (Butte County, Idaho)
Kopper King (Bannock County, Idaho)
South Creek (Butte County, Idaho)
Squaw Creek (Lemhi County, Idaho)
Warm Springs (Butte County, Idaho)

Amie Project

Upon execution of the Amie Purchase Agreement, the Company shall grant a 2.5% Net Smelter Royalty (the "NSR") for certain eligible claims to the vendor, of which 1% may be repurchased by the Company for US$1,000,000 on or before December 31, 2027.

Deadman's Gulch Project

On November 9, 2022 (the "DG Effective Date"), the Company entered into a mineral property option agreement (the "DG Agreement") with a private company in British Columbia, Canada (the "DG Optionee").

Pursuant to the DG Agreement, the DG Optionee has an option to earn 100% interest on the Deadman's Gulch Project (the "DG Option") within four years from the DG Effective Date (the "DG Option Period") by:

Completing a going public transaction be listed on a recognized Canadian stock exchange (the "Going Public Transaction") within 18 months of the DG Effective Date;
Issue 1,200,000 common shares of the DG Optionee to the Company upon closing the Going Public Transaction;
Issue 800,000 common shares of the DG Optionee to the Company on the first anniversary of the Going Public Transaction;
Make a cash payment of $60,000 to the Company (paid);
Make a cash payment of $55,000 to the Company upon completion of the Going Public Transaction;
Incur a total of $1,500,000 in exploration expenditures on the Deadman's Gulch Project, of which:
$250,000 exploration expenditures should be incurred by the first anniversary of the Going Public Transaction;
$1,250,000 exploration expenditures should be incurred before the DG Option Period.

(collectively the "DG Option Obligations")

Page 22 of 32

IDEX Metals Corp.
Notes to the Consolidated Financial Statements
For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

5) EXPLORATION AND EVALUATION ASSETS (CONTINUED)

Deadman's Gulch Project (continued)

Once the DG Optionee fulfils the DG Option Obligations, the DG Option will be deemed exercised, and the DG Optionee will have earned a 100% interest on the Deadman's Gulch Project.

On exercise of the DG Option, the DG Optionee will grant the Company a 2.5% NSR of the Deadman's Gulch Project, of which the DG Optionee may repurchase 1.5% NSR for $500,000.

Under the terms of the DG Agreement, the DG Optionee is the operator of Deadman's Gulch Project during the DG Option Period.

On July 1, 2024, the DG Agreement was terminated. Following this termination, the Company holds a 100% interest in the Deadman's Gulch Project.

Silver Rock Project

On February 14, 2023 (the "SR Effective Date"), the Company entered into a mineral property option agreement (the "SR Agreement") with a private company in British Columbia, Canada (the "SR Optionee"). The SR Agreement was subsequently amended on February 6, 2024, July 4, 2024, and October 31, 2024 (collectively, the "Amended SR Agreement").

Pursuant to the Amended SR Agreement, the SR Optionee has an option to earn 90% interest on the Silver Rock Project (the "SR Option") within four years from the SR Effective Date (the "SR Option Period") by:

Completing the Going Public Transaction on or before January 31, 2025;
Make a total payment of $525,000 which will be settled by the common shares of the SR Optionee as follows (the "SR Share Payments"):
$200,000 of the SR Share Payments will be paid upon closing the Going Public Transaction;
$150,000 of the SR Share Payments will be paid on the second anniversary of the SR Effective Date; and
$175,000 of the SR Share Payments will be paid on the third anniversary of the SR Effective Date.
Reimbursing the Company for the costs associated with the Silver Rock Project of $48,012, of which the reimbursement should be made as follows:
$15,000 upon execution of the SR Agreement (paid);
$16,506 on or before July 31, 2024 (paid); and
$16,506 upon closing the Going Public Transaction.
Incurring a total of $1,500,000 in exploration expenditures on the Silver Rock Project, of which $200,000 exploration expenditures should be incurred by the second anniversary of SR Effective Date and $1,300,000 by the fourth anniversary of SR Effective Date.

(collectively the "SR Option Obligations")

Page 23 of 32

IDEX Metals Corp.
Notes to the Consolidated Financial Statements
For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

5) EXPLORATION AND EVALUATION ASSETS (CONTINUED)

Silver Rock Project (continued)

The SR Optionee has the option to extend the SR Option Period and incur $1,300,000 in exploration expenditures for an additional year by making either a cash payment or an SR Share Payment of $50,000 to the Company.

Once the SR Optionee fulfils the SR Option Obligations, the SR Option will be deemed exercised, and the SR Optionee will have earned a 90% interest on the Silver Rock Project, and a joint venture (the "SR JV") will be formed of which the SR Optionee and the Company will own 90% and 10% interest of the SR JV, respectively.

On exercise of the SR Option, the SR JV will grant the Company a 2% NSR of the Silver Rock Project, of which the SR JV may repurchase 1% NSR for $1,000,000.

Under the terms of the SR Agreement, the SR Optionee is the operator of Silver Rock Project during the SR Option Period.

On April 3, 2025, the Company provided notice of termination of the SR Agreement.

Long Canyon Property

As discussed in Note 3, on November 16, 2022, the Company and USCM entered into the LGSPA to sell 70% of the Long Canyon Property, which was held by Long Canyon Resources Inc. through selling 70% issued and outstanding common shares of 1212242 B.C. LTD. and Long Canyon Resources Inc. The remaining 30% interest in Long Canyon Property is being held by the Company with a fair value of $140,058. The transaction was completed on December 15, 2022.

In exchange for the 70% interest in Long Canyon Property, USCM issued 1,000,000 common shares with a fair value of $276,801 (Note 3) and made a cash payment of $50,000 to the Company.

As a result of the disposition of 70% interest in Long Canyon Property, the Company recognized as a gain on the disposal of exploration and evaluation assets of $466,859 in the consolidated statements of loss and comprehensive loss during the year ended July 31, 2023.

Page 24 of 32

IDEX Metals Corp.
Notes to the Consolidated Financial Statements
For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

6) SHARE CAPITAL AND RESERVES

Authorized share capital
Unlimited number of common shares without par value.

Issued share capital
As of July 31, 2024, the Company had 34,892,113 common shares issued and outstanding (July 31, 2023 – 27,385,000) with a value of $2,815,994 (July 31, 2023 – $1,004,012).

During the year ended July 31, 2024
- The Company completed non-brokered private placements of 5,383,333 common shares at a price of $0.15 for gross proceeds of $807,500. In connection with the private placements, the Company paid $2,900 finders’ fees.
- The Company completed non-brokered private placements of 2,123,780 units at a price of $0.50 for gross proceeds of $1,061,890. Each unit consists of one common share and one-half of one common share purchase warrant. Each whole warrant entitles its holder to purchase one additional common share at an exercise price of CA$0.70 for a period of two years following the closing of the private placement.

For accounting purposes, the Company applied the residual method to allocate the proceeds to common shares and warrants and concluded $nil was allocated to warrants.

In connection with the private placement, the Company paid $29,148 finders’ fees and issued 58,296 finders’ warrants with a fair value of $10,256. Each warrant entitles its holder to purchase one additional common share at an exercise price of CA$0.70 for a period of two years following the closing of the private placement.

The Company estimated the 58,296 finders’ warrants using the Black-Scholes options pricing model, assuming a risk-free interest rate of 4.25%, an expected life of 2 years, an expected volatility of 79% and an expected dividend yield of 0%. Volatility is calculated based on the volatility of companies of similar size in the junior mining sector.

In addition, in connection with the private placement during the year ended July 31, 2024, the Company incurred share issuance costs of $15,104.

During the year ended July 31, 2023
- The Company completed non-brokered private placements of 3,385,000 common shares at a price of $0.15 for gross proceeds of $507,750. In connection with the private placements, the Company incurred share issuance costs of $2,408.

Subsequent July 31, 2024
- 1,300,000 options were exercised, resulting in cash proceeds amounting to $65,000.

Page 25 of 32

IDEX Metals Corp.
Notes to the Consolidated Financial Statements
For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

6) SHARE CAPITAL AND RESERVES (CONTINUED)

Warrants
The changes in warrants during the years ended July 31, 2024 and 2023 are as follows:

	July 31, 2024		July 31, 2023
	Number outstanding	Weighted average exercise price ($)	Number outstanding	Weighted average exercise price ($)
Issued	1,120,186	0.70	-	-
Balance, closing	1,120,186	0.70	-	-

The following summarizes information about warrants outstanding as of August 31, 2024:

Expiry date	Exercise price ($)	Warrants outstanding	Estimated grant date fair value ($)	Weighted average remaining contractual life (in years)
May 15, 2026	0.70	1,120,186	10,256	1.79

Equity Incentive Plan (the "Incentive Plan")
To provide a share-related mechanism to attract, retain and motivate qualified directors, employees and consultants of the Company and its subsidiaries, the Company implemented an Incentive Plan which includes the stock options and Restricted Share Unit ("RSU") Plan. The Incentive Plan is administered by the Board of Directors, which sets the terms of incentive awards under the Incentive Plan. On April 4, 2023, the Board approved an amendment to the Incentive Plan (the "Amended Incentive Plan"). Under the Amended Incentive Plan, the maximum number of common shares available for issuance is limited to 10% of the Company's outstanding common shares for stock options and 4,500,000 common shares for restricted share units at any given time. Under the Amended Incentive Plan, an option's maximum term is ten years from the grant date and the Board of the Company has the option of determining vesting periods.

Stock options
The changes in stock options during the years ended July 31, 2024 and 2023 as follows:

	July 31, 2024		July 31, 2023
	Number outstanding	Weighted average exercise price ($)	Number outstanding	Weighted average exercise price ($)
Balance, opening	1,950,000	0.07	1,750,000	0.05
Granted	1,350,000	0.15	350,000	0.15
Expired	-	-	(150,000)	0.05
Balance, closing	3,300,000	0.10	1,950,000	0.07

During the year ended July 31, 2024
- The Company granted 1,350,000 options with an exercise price of $0.15 to its directors, officers and consultants. The options expire on January 1, 2029. The options granted are vested immediately upon the date of the grant.

Page 26 of 32

IDEX Metals Corp.
Notes to the Consolidated Financial Statements
For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

6) SHARE CAPITAL AND RESERVES (CONTINUED)

Equity Incentive Plan (the "Incentive Plan") (continued)

Stock options (continued)

During the year ended July 31, 2023
- The Company granted 350,000 options with an exercise price of $0.15 to its directors and officers. The options are exercisable for a period of five years. The options granted are vested immediately upon the date of the grant.
- 150,000 stock options were expired unexercised.

The estimated grant date fair value of the options granted during the years ended July 31, 2024 and 2023 was calculated using the Black-Scholes option pricing model with the following weighted average assumptions:

	For the years ended
	July 31, 2024	July 31, 2023
	$	$
Number of options granted	1,350,000	350,000
Risk-free interest rate	3.28%	2.94%
Expected annual volatility	88%	89%
Expected life (in years)	5	5
Grant date fair value per option ($)	0.10	0.11
Share price at grant date ($)	0.15	0.15

During the years ended July 31, 2024 and 2023, the Company recognized share-based payments expense arising from stock options of $141,662 and $36,837, respectively.

The following summarizes information about stock options outstanding and exercisable at July 31, 2024:

Expiry date	Exercise price ($)	Options outstanding	Options exercisable	Estimated grant date fair value ($)	Weighted average remaining contractual life (in years)
April 14, 2027	0.05	1,600,000	1,600,000	54,602	2.70
April 4, 2028	0.15	350,000	350,000	36,837	3.68
January 1, 2029	0.15	1,350,000	1,350,000	141,662	4.42
		3,300,000	3,300,000	233,101	3.51
Weighted average exercise price ($)		0.10	0.10

Subsequent to July 31, 2024, 300,000 options with an exercise price of $0.05 and 100,000 options with an exercise price of $0.15 were expired.

Page 27 of 32

IDEX Metals Corp.

Notes to the Consolidated Financial Statements

For the Years Ended July 31, 2024 and 2023

(Expressed in Canadian Dollars)

6) SHARE CAPITAL AND RESERVES (CONTINUED)

Equity Incentive Plan (the "Incentive Plan") (continued)

Restricted Share Unit ("RSU")

During the year ended July 31, 2024, the Company granted 3,100,000 RSUs to its directors, officers, and consultants (July 31, 2023 – nil). All RSUs vested immediately upon the date of grant. The RSUs will expire on December 1, 2027.

During the year ended July 31, 2024, the Company recognized share-based payments expense of $465,000 (July 31, 2023 – $nil) arising from the RSUs.

As of July 31, 2024, the Company had 3,100,000 RSUs (July 31, 2023 – nil) issued and outstanding. The RSUs will expire on December 1, 2027.

Subsequent to July 31, 2024, the Company granted 1,000,000 RSUs to its officer. All RSUs vested immediately upon the date of grant.

7) RELATED PARTY TRANSACTIONS AND BALANCES

Key management personnel include persons having the 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 executive and non-executive members of the Company's Board of Directors and corporate officers.

Total compensation of key company personnel for the years ended July 31, 2024 and 2023 is as follows:

	For the years ended
	July 31, 2024	July 31, 2023
	$	$
Management fees	93,300	36,625
Professional fees	100,880	-
Exploration and evaluation costs and project evaluation costs	192,575	-
Share-based compensation	261,636	-
	648,391	36,625

Related party balances

The balances due to the Company's directors and officer included in accounts payables and accrued liabilities were $11,466 as of July 31, 2024 (July 31, 2023 – $nil). These amounts are unsecured, non-interest bearing and payable on demand.

8) SEGMENTED INFORMATION

The Company operates in a single reportable segment, which is the exploration and evaluation of mineral properties. The Company's non-current assets comprise investments and exploration and evaluation assets, all of which are located in the United States.

Page 28 of 32

IDEX Metals Corp.
Notes to the Consolidated Financial Statements
For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

9) CAPITAL MANAGEMENT

The Company defines its components of shareholders' equity 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 business opportunities and to maintain a flexible capital structure that optimizes the costs of capital at an acceptable risk.

The Company manages its 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 capital structure, the Company may consider issuing new shares, and/or issue debt, acquire or dispose of assets, or adjust the amount of cash on hand.

The Company's investment policy is to keep its cash on deposit in an interest-bearing Canadian chartered bank account. There have been no changes to the Company's approach to capital management at any time during the years ended July 31, 2024 and 2023. The Company is not subject to externally imposed capital requirements.

10) FINANCIAL INSTRUMENTS

Fair value

Financial instruments are classified into one of the following categories: FVTPL, amortized cost and FVTOCI.

Set out below are the Company's financial assets and liabilities by category:

	July 31, 2024	FVTPL	Amortized costs	FVTOCI
	$	$	$	$
FINANCIAL ASSETS
ASSETS
Cash	400,480	-	400,480	-
Marketable securities	50,000	50,000	-	-
Investments	140,058	140,058	-	-
FINANCIAL LIABILITIES
LIABILITIES
Accounts payable and accrued liabilities	(348,933)	-	(348,933)	-
	July 31, 2023	FVTPL	Amortized costs	FVTOCI
	$	$	$	$
FINANCIAL ASSETS
ASSETS
Cash	33,840	-	33,840	-
Marketable securities	209,380	209,380	-	-
Investments	140,058	140,058	-	-
FINANCIAL LIABILITIES
LIABILITIES
Accounts payable and accrued liabilities	(101,274)	-	(101,274)	-

The carrying values of cash, accounts payable and accrued liabilities approximate their fair values due to the and relatively short period to maturity of those financial instruments. Marketable securities are determined by the closing market price of the securities held by the Company.

Page 29 of 32

IDEX Metals Corp.
Notes to the Consolidated Financial Statements
For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

10) FINANCIAL INSTRUMENTS (CONTINUED)

Fair value (continued)

Financial instruments recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are as follows:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
Level 3: Inputs that are not based on observable market data.

The levels of the fair value inputs used in determining estimated fair value of the Company's financial assets and liabilities at fair value through profit or loss as of July 31, 2024 and 2023 are shown below.

	July 31, 2024	Estimated fair value
		Level 1 $	Level 2 $	Level 3 $
Marketable securities	50,000	50,000	-	-
Investments	140,058	-	-	140,058
	July 31, 2023	Estimated fair value
---	---	---	---	---
		Level 1 $	Level 2 $	Level 3 $
Marketable securities	209,380	209,381	-	-
Investments	140,058	-	-	140,058

As of July 31, 2024 and 2023, the financial instrument recorded at fair value on the consolidated statement of financial position is marketable securities and investments which are measured using Level 1 and 3 of the fair value hierarchy.

Level 3 inputs in determining the fair value of investments (Note 4) includes subjective estimates in determining fair value.

As of July 31, 2024 and 2023, there were no financial assets or liabilities measured and recognized in the statement of financial position at fair value that would be categorized as Level 2 in the fair value hierarchy above.

Page 30 of 32

IDEX Metals Corp.
Notes to the Consolidated Financial Statements
For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

10) FINANCIAL INSTRUMENTS (CONTINUED)

Financial risk management

Credit risk
Credit risk is the risk of an unexpected loss if a third party to a financial instrument fails to meet its contractual obligations. The Company manages its credit risk through its counterparty ratings and credit limits.

The Company’s cash are primarily held through large Canadian financial institutions.

Credit risk
The Company’s maximum exposure to credit risk is the carrying value of its financial assets. The Company limits its credit risk exposure by holding cash with reputable financial institutions with high credit ratings.

Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. The Company manages liquidity by maintaining adequate cash balances to meet liabilities as they become due.

As at July 31, 2024, the Company had cash of $400,480 and accounts payable and accrued liabilities of $348,933. All accounts payable and accrued liabilities are current.

Market risk
The significant market risks to which the Company is exposed are interest rate risk, foreign currency risk, and price risk.

Interest Rate Risk
Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s cash is mainly held at a Canadian chartered bank. The Company’s interest rate risk principally arises from the interest rate impact of interest earned on cash. The Company is not exposed to significant interest rate risk relating to its cash.

Foreign Currency risk
The Company is exposed to currency risk to the extent that monetary assets and liabilities held by the Company are not denominated in Canadian dollars (“$” or “CA$”). The Company has not entered into any foreign currency contracts to mitigate this risk.

As of July 31, 2024, the majority of the Company’s monetary assets and liabilities are denominated in CA$; as a result, management believes the currency risk is minimal.

Other price risk
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices other than those arising from interest rate risk, financial market risk, or currency risk.

As of July 31, 2024, the Company held 1,000,000 common shares of USCM which is publicly traded on the CSE (Note 3). A 10% change in share price of USCM’s shares as of July 31, 2024 would result in a $5,000 change to the Company’s comprehensive loss for the year ended July 31, 2024.

Page 31 of 32

IDEX Metals Corp.
Notes to the Consolidated Financial Statements
For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

11) FINANCIAL INSTRUMENTS (CONTINUED)

Financial risk management (continued)

Other price risk (continued)
A 10% change in the fair value of the investments (Note 4) as of July 31, 2024, would result in a $14,000 change to the Company's comprehensive loss for the year ended July 31, 2024.

Other than this, the Company is not exposed to significant other price risk.

Commodity price risk
The Company is exposed to price risk with respect to commodity prices. The Company's ability to raise capital to fund exploration and development activities may be subject to risks associated with fluctuations in the market price of commodities. The Company is not exposed to significant other price risk.

11) INCOME TAXES

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

	2024	2023
	$	$
Loss for the year	(1,956,210)	(187,924)
Expected income tax (recovery)	(528,000)	(51,000)
Change in statutory, foreign tax, foreign exchange rates and other	41,000	23,000
Permanent differences	191,000	(42,000)
Share issue cost	(13,000)	(1,000)
Adjustment to prior years provision versus statutory tax returns	1,000	-
Change in unrecognized deductible temporary differences	308,000	71,000
Total income tax expense (recovery)	-	-

The significant components of the Company's temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated statement of financial position are as follows:

	July 31, 2024	Expiry Range	July 31, 2023	Expiry Range
	$		$
Temporary Differences
Exploration and evaluation assets	1,340,000	No expiry date	658,000	No expiry date
Share issue costs	41,000	2045 to 2048	4,000	2044 to 2047
Marketable securities	43,000	No expiry date	-	-
Non-capital losses available for future period	609,000	2041 to 2044	78,000	2021 to 2023
Canada	607,000	2041 to 2044	78,000	2021 to 2023
United States	2,000	Indefinitely	-	-

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

Page 32 of 32

F-1

SCHEDULE “F”

Unaudited interim financial statements of IDEX for the six months ended January 31, 2025

See attached document

IDEX Metals Corp.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JANUARY 31, 2025

(Expressed in Canadian Dollars)

Condensed Consolidated Interim Statements of Financial Position (unaudited) ...3
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss (unaudited) ...4
Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity (unaudited) ...5
Condensed Consolidated Interim Statements of Cash Flows (unaudited) ...6
Notes to the Condensed Consolidated Interim Financial Statements (unaudited) ...7
1) Corporate information and continuance of operations ...7
2) Material accounting policies and basis of preparation ...8
3) Marketable securities ...9
4) Investments ...10
5) Exploration and evaluation assets ...11
6) Promissory notes ...15
7) Share capital and reserves ...16
8) Related party transactions and balances ...18
9) Segmented information ...18
10) Capital management ...19
11) Financial instruments ...19

IDEX Metals Corp.
Condensed Consolidated Interim Statements of Financial Position (unaudited)
(Expressed in Canadian Dollars)

	As at	January 31,	July 31,
	Note(s)	2025	2024
ASSETS
Current assets
Cash		36,875	400,480
Marketable securities	3	29,440	50,000
Goods and services tax receivable		10,439	15,958
Prepaid expenses		6,842	301,028
		83,596	767,466
Non-current assets
Reclamation deposits	5	7,243	-
Investments	4	140,058	140,058
Exploration and evaluation assets	5	847,330	401,081
		994,631	541,139
TOTAL ASSETS		1,078,227	1,308,605
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	8	433,496	348,933
Promissory notes	6	306,476	-
TOTAL LIABILITIES		739,972	348,933
SHAREHOLDERS' EQUITY
Share capital	7	2,815,994	2,815,994
Warrants reserve	7	10,256	10,256
Stock options reserve	7	238,231	238,231
Restricted share unit reserve	7	465,000	465,000
Accumulated deficit		(3,240,169)	(2,586,416)
Accumulated other comprehensive income		48,943	16,607
TOTAL SHAREHOLDERS' EQUITY		338,255	959,672
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		1,078,227	1,308,605
Corporate information and continuance of operations	1
Segmented information	9
Subsequent events	1, 7

These unaudited condensed consolidated interim financial statements were approved for issue by the Board of Directors and signed on its behalf by:

/s/ Simon Dyakowski Director
/s/ Clayton Fisher Director

See accompanying notes to these unaudited condensed consolidated interim financial statements.

IDEX Metals Corp.
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss (unaudited)
(Expressed in Canadian Dollars)

	Note(s)	For the three months ended		For the six months ended
		January 31, 2025 $	January 31, 2024 $	January 31, 2025 $	January 31, 2024 $
Expenses
Exploration and evaluation costs	5	86,366	134,676	474,325	253,321
Foreign exchange gain (loss)		(6,481)	(13,900)	7,087	5,951
General and administrative expenses		17,681	2,679	32,300	3,318
Management fees	8	30,000	23,500	60,000	33,300
Professional fees	8	82,761	35,302	152,832	52,318
Project evaluation costs		-	3,444	-	56,086
Share-based payments	7, 8	-	568,563	-	568,563
Shareholder information and investor relations		-	10,770	11,276	10,770
Transfer agent, regulatory and filing fees		5,000	53	5,000	73
Travel		-	2,849	-	9,945
Total expenses		(215,327)	(767,936)	(742,820)	(993,645)
Other income (expenses)
Change in fair value of marketable securities	3	45,543	(55,226)	45,543	(126,089)
Finance costs	6	(6,476)	-	(6,476)	-
Other income	4	-	-	50,000	-
Total other income (expenses)		39,067	(55,226)	89,067	(126,089)
Loss		(176,260)	(823,162)	(653,753)	(1,119,734)
Other comprehensive income (loss)
Items that may be reclassified subsequently to profit or loss:
Foreign currency translation differences for foreign operations		26,850	(8,514)	32,336	2,159
Loss and comprehensive loss		(149,410)	(831,676)	(621,417)	(1,117,575)
Basic and diluted earnings (loss) per share for the period attributable to common shareholders ($ per common share)		(0.01)	(0.03)	(0.02)	(0.04)
Weighted average number of common shares outstanding - basic and diluted		34,892,113	32,591,159	34,892,113	28,716,884

See accompanying notes to these unaudited condensed consolidated interim financial statements.

IDEX Metals Corp.
Condensed Consolidated Interim Statements of Changes in Shareholders' Equity (unaudited)
(Expressed in Canadian Dollars)

	Note(s)	Share capital		Warrants reserve	Stock options reserve	Restricted share unit reserve	Accumulated deficit	Accumulated other comprehensive income	TOTAL
		#	$
Balance as of July 31, 2024		34,892,113	2,815,994	10,256	238,231	465,000	(2,586,416)	16,607	959,672
Share subscribed	7	-	-	-	-	-	-	-	-
Income (loss) and comprehensive income (loss)		-	-	-	-	-	(653,753)	32,336	(621,417)
Balance as of January 31, 2025		34,892,113	2,815,994	10,256	238,231	465,000	(3,240,169)	48,943	338,255
Balance as of July 31, 2023		27,385,000	1,004,012	-	96,569	-	(630,207)	1,751	472,125
---	---	---	---	---	---	---	---	---	---
Shares issued for cash - private placement	7	5,383,333	807,500	-	-	-	-	-	807,500
Share issue costs	7	-	(3,087)	-	-	-	-	-	(3,087)
Share-based payments	7	-	-	-	126,063	442,500	-	-	568,563
Loss and comprehensive loss		-	-	-	-	-	(1,119,734)	2,159	(1,117,575)
Balance as of January 31, 2024		32,768,333	1,808,425	-	222,632	442,500	(1,749,941)	(3,910)	727,526

See accompanying notes to these unaudited condensed consolidated interim financial statements.

IDEX Metals Corp.
Condensed Consolidated Interim Statements of Cash Flows (unaudited)
(Expressed in Canadian Dollars)

		For the six months ended
		January 31,	January 31,
		2025	2024
	Note(s)	$	$
Cash flow from (used in)
OPERATING ACTIVITIES
Loss		(653,753)	(1,119,734)
Finance costs	6	6,476	-
Change in fair value of investments	3	(45,543)	126,089
Share-based payments	7	-	568,563
Effects of currency exchange rate changes		(9,728)	366
Net changes in non-cash working capital items:
Goods and services tax receivable		5,519	(8,788)
Prepaid expenses		297,158	-
Accounts payable and accrued liabilities		137,200	32,650
Cash flow used in operating activities		(262,671)	(400,854)
INVESTING ACTIVITIES
Acquisition costs on exploration and evaluation assets	5	(460,055)	(151,230)
Cash paid for reclamation deposits		(6,982)	-
Proceeds from sale of marketable securities	3	66,103	-
Cash flow used in investing activities		(400,934)	(151,230)
FINANCING ACTIVITIES
Proceeds on issuance of common shares, net of cash share issue costs	7	-	804,413
Proceeds on issuance of promissory notes, net of financing costs	6	300,000	-
Cash flow provided by financing activities		300,000	804,413
Increase (decrease) in cash		(363,605)	252,329
Cash, beginning of period		400,480	33,840
Cash, end of period		36,875	286,169
Supplemental cash flow information
Change in accounts payable and accrued liabilities related to exploration and evaluation assets		58,054	-
Cash paid for income taxes		-	-
Cash paid for interest		-	-

See accompanying notes to these unaudited condensed consolidated interim financial statements.

IDEX Metals Corp.

Notes to the Condensed Consolidated Interim Financial Statements (unaudited)

For the Six Months Ended January 31, 2025

(Expressed in Canadian Dollars)

1) CORPORATE INFORMATION AND CONTINUANCE OF OPERATIONS

The Company's head office, principal address, registered address and records office is 1188-1095 West Pender St. Vancouver BC, V6E 2M6.

As of the date of the consolidated financial statements, the Company has not identified a known body of commercial-grade mineral on any of its properties. The ability of the Company to realize the costs it has incurred to date on these properties is dependent upon the Company identifying a commercial mineral body, to finance its development costs and to resolve any environmental, regulatory or other constraints which may hinder the successful development of the property. To date, the Company has not earned any revenue and is considered to be in the exploration stage.

These unaudited condensed consolidated interim financial statements have been prepared assuming the Company will continue on a going-concern basis. The Company has incurred losses since its inception and the ability of the Company to continue as a going-concern depends upon its ability to raise adequate financing and to develop profitable operations. As of January 31, 2025, the Company had working capital deficiency of $656,376 (July 31, 2024 – working capital of $418,533) and an accumulated deficit of $3,240,169 (July 31, 2024– $2,586,416). The Company's continuation as a going concern is dependent upon the successful results from its mineral property exploration activities and its ability to attain profitable operations and generate funds there from and/or raise equity capital or borrowings sufficient to meet current and future obligations. Management intends to fund operating costs over the next twelve months with cash and through further equity financing. The current cash resources are not adequate to pay the Company's accounts payable and to meet its minimum commitments as at the date the Board of Directors approved these unaudited condensed consolidated interim financial statements, including planned corporate and administrative expenses, and other project implementation costs; accordingly, these material uncertainties may cast a significant doubt on the ability of the Company to continue operations as a going concern. These unaudited condensed consolidated interim financial statements do not include any adjustments that might result from this uncertainty.

Proposed transaction

The Proposed Transaction is subject to approval of the shareholders of the Company.

Page 7 of 22

IDEX Metals Corp.
Notes to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended January 31, 2025
(Expressed in Canadian Dollars)

1} CORPORATE INFORMATION AND CONTINUANCE OF OPERATIONS (CONTINUED)

Proposed transaction (continued)

2} MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION

Statement of compliance to International Financial Reporting Standards

These unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with IFRS Accounting Standards issued by the International Accounting Standards Board ("IASB"). These financial statements comply with International Accounting Standard 34, Interim Financial Reporting.

The unaudited condensed consolidated interim financial statements of the Company for the six months ended January 31, 2025, were approved by the Board of Directors on May 20, 2025 (the "Approval Date").

Basis of presentation

These unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. This interim financial report does not include all of the information required of a full annual financial report and is intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and performance of the Company since the end of the last annual reporting period. It is therefore recommended that this financial report be read in conjunction with the annual financial statements of the Company for the year ended July 31, 2024.

New accounting standards and pronouncements

Certain new standards, interpretations, amendments and improvements to existing standards were issued by the IASB that are mandatory for accounting periods beginning on or after August 1, 2024.

Disclosure of Accounting Policies

In February 2021, the IASB issued amendments to IAS 1, which change the disclosure requirements with respect to accounting policies from 'significant accounting policies' to 'material accounting policy information'. The amendments provide guidance on when accounting policy information is likely to be considered material. The amendments to IAS 1 are effective for annual reporting periods beginning on or after January 1, 2023, with earlier application permitted.

Definition of Accounting Estimates (Amendment to IAS 8)

In February 2021, the IASB issued amendments to IAS 8, which added the definition of Accounting Estimates in IAS 8. The amendments also clarified that the effects of a change in an input or measurement technique are changes in accounting estimates, unless resulting from correction of prior period errors.

There was no material impact upon adoption of the above accounting standards.

Page 8 of 22

IDEX Metals Corp.

Notes to the Condensed Consolidated Interim Financial Statements (unaudited)

For the Six Months Ended January 31, 2025

(Expressed in Canadian Dollars)

2) MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION (CONTINUED)

New accounting standards and pronouncements (continued)

Classification of Liabilities as Current or Non-Current

The IASB issued amendments to IAS 1 - Classification of Liabilities as Current or Non-current in January 2020, which have been further amended partially by amendments Non-current Liabilities with Covenants issued in October 2022. The amendments require that an entity's right to defer settlement of a liability for at least twelve months after the reporting period must have substance and must exist at the end of the reporting period. Classification of a liability is unaffected by the likelihood that the entity will exercise its right to defer settlement for at least twelve months after the reporting period. Subsequent to the release of amendments to IAS 1 Classification of Liabilities as Current or Non-Current, the IASB amended IAS 1 further in October 2022. If an entity's right to defer is subject to the entity complying with specified conditions, such conditions affect whether that right exists at the end of the reporting period, if the entity is required to comply with the condition on or before the end of the reporting period and not if the entity is required to comply with the conditions after the reporting period. The amendments also provide clarification on the meaning of 'settlement' for the purpose of classifying a liability as current or non-current.

IFRS 18 Presentation and Disclosure in the Financial Statements

In April 2024, the IASB issued a new IFRS accounting standard to improve the reporting of financial performance. IFRS 18 Presentation and Disclosure in the Financial Statements replaces IAS 1 Presentation of Financial Statements. The standards will become effective January 1, 2027, with early adoption permitted.

The Company is in the process of assessing the impact of these new standards on the Company's financial statements.

3) MARKETABLE SECURITIES

During the six months ended January 31, 2025

Fair value, opening	50,000
Proceeds of disposal	(66,103)
Change in fair value of marketable securities	45,543
Fair value, closing	29,440

During the six months ended January 31, 2024

Fair value, opening	209,380
Change in fair value of marketable securities	(126,089)
Fair value, closing	83,291

IDEX Metals Corp.
Notes to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended January 31, 2025
(Expressed in Canadian Dollars)

3) MARKETABLE SECURITIES (CONTINUED)

| | Number of shares

| Closing market price

$ | Fair value
$ |
| --- | --- | --- | --- |
| As of January 31, 2025 | | | |
| US Critical Metals Corp. | 368,000 | 0.08000 | 29,440 |
| As of July 31, 2024 | | | |
| US Critical Metals Corp. | 1,000,000 | 0.05000 | 50,000 |

In exchange for the 70% interest in Long Canyon Property, USCM issued 1,000,000 common shares with a fair value of $276,801 and made a cash payment of $50,000 to the Company.

During the six months ended January 31, 2025, the Company disposed of 632,000 common shares, resulting in net proceeds of $66,103.

As of January 31, 2025, the Company recognized $29,440 (July 31, 2024 – $50,000) as the fair value of the 368,000 common shares (July 31, 2024 – 1,000,000 common shares) received from USCM. The change in fair value of $45,543 for the six months ended January 31, 2025, is recognized as a gain of change in fair value of marketable securities in the consolidated statements income (loss) and comprehensive income (loss) (January 31, 2024 – a loss of $126,089).

A formerly wholly owned subsidiary of the Company.

4) INVESTMENTS

As discussed in Notes 3, the exchange for 70% interest in Long Canyon Property resulted in the Company retaining a 30% interest of 1212242 B.C. LTD. and Long Canyon Resources Inc. The fair value at the date of recognition of the 30% interest was $140,058.

On August 13, 2024, 1212242 B.C. LTD declared and paid $50,000 in dividends to the Company for its 30% ownership interest.

As of January 31, 2025, and July 31, 2024, the Company owns a 30% interest in Long Canyon Property, which has a fair value of $140,058.

Page 10 of 22

IDEX Metals Corp.
Notes to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended January 31, 2025
(Expressed in Canadian Dollars)

5) EXPLORATION AND EVALUATION ASSETS

Exploration and evaluation assets

Project / Property	Balance as of July 31, 2024 $	Acquisition costs $	Staking fees $	Effect of movements in exchange rate $	Balance as of January 31, 2025 $
Amie	37,915	-	14,301	2,864	55,080
Autunite Hill	-	-	2,428	179	2,607
Badger Creek	-	-	270	20	290
Basinger Canyon	-	-	270	20	290
Caribou	-	-	41,037	2,401	43,438
Deadman's Gulch	83,148	-	37,506	6,734	127,388
Demming	1,369	-	1,619	184	3,172
Foss	-	-	809	60	869
Fort Hall	-	-	10,246	73	10,319
Freeze	102,612	-	42,093	8,001	152,706
Kismet	10,089	110,988	-	6,033	127,110
Kopper King	-	-	3,941	28	3,969
Long Canyon	-	-	-	33,440	33,440
Mineral Mountain	100,112	3,602	101,321	(21,257)	183,778
New Whitehorse	8,627	-	-	(8,627)	-
South Creek	-	-	1,079	80	1,159
Squaw Creek	-	-	270	20	290
Viola	27,083	-	12,952	2,247	42,282
Warm Springs	-	-	540	39	579
Whitehorse	-	-	4,317	9,357	13,674
Worthing-Kaufman	30,126	-	9,984	2,173	42,283
Other	-	-	2,428	179	2,607
	401,081	114,590	287,411	44,248	847,330
Project / Property	Balance as of July 31, 2023 $	Acquisition costs $	Staking fees $	Effect of movements in exchange rate $	Balance as of January 31, 2024 $
---	---	---	---	---	---
Amie	26,420	-	10,305	280	37,005
Deadman's Gulch	79,450	-	-	1,218	80,668
Denming	1,308	-	-	20	1,328
Freeze	-	-	110,663	(1,324)	109,339
Mineral Mountain	30,497	-	10,529	339	41,365
New Whitehorse	4,756	-	3,584	29	8,369
Viola project	25,879	-	-	396	26,275
Worthing Kaufman	21,811	-	7,168	248	29,227
Other	-	-	8,981	(109)	8,872
	190,121	-	151,230	1,097	342,448

Page 11 of 22

IDEX Metals Corp.
Notes to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended January 31, 2025
(Expressed in Canadian Dollars)

5) EXPLORATION AND EVALUATION ASSETS (CONTINUED)

Exploration and evaluation costs

	Amie $	Caribou $	Fort Hall $	Freeze $	Kismet $	Mineral Mountain $	TOTAL $
For the six months ended January 31, 2025
Consulting	-	35,591	11,621	24,856	-	-	72,068
Field	278	80	-	539	-	-	897
Field office administration	-	186	-	-	-	810	996
Geological	5,073	20,858	4,758	293,198	4,189	-	328,076
Sample analysis	1,983	860	2,336	13,581	-	39,149	57,909
Travel	-	7,397	-	-	-	-	7,397
Technical studies	3,491	-	-	3,491	-	-	6,982
	10,825	64,972	18,715	335,665	4,189	39,959	474,325
	Amie $	Freeze $	Mineral Mountain $	Viola project $	Worthing Kaufman $	TOTAL $
---	---	---	---	---	---	---
For the six months ended January 31, 2024
Consulting	-	12,079	-	-	-	12,079
Field	-	4,500	-	-	-	4,500
Field office administration	966	1,893	-	-	-	2,859
Geological	17,199	66,215	1,555	-	-	84,969
Sample analysis	16,992	38,780	15,549	15,549	15,549	102,419
Travel	3,791	12,460	-	-	-	16,251
Technical studies	30,244	-	-	-	-	30,244
	69,192	135,927	17,104	15,549	15,549	253,321

Except for the Amie Project, the Company acquired 100% interest in the following projects through staking:

Autunite Hill (Clark County, Idaho)
Badger Creek (Butte County, Idaho)
Badger Creek (Butte County, Idaho)
Basinger Canyon (Lemhi County, Idaho)
Caribou (Bonneville County, Idaho)
Deadman's Gulch (Shoshone County, Idaho)
Demming (Owyhee County, Idaho)
Fort Hall (Bannock County, Idaho)
Foss (Butte County, Idaho)
Freeze (Washington County, Idaho)
Kismet (Washington County, Idaho)
Kopper King (Bannock County, Idaho)

Page 12 of 22

IDEX Metals Corp.
Notes to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended January 31, 2025
(Expressed in Canadian Dollars)

5) EXPLORATION AND EVALUATION ASSETS (CONTINUED)

Mineral Mountain (Lemhi County, Idaho)
New Whitehorse (Lemhi County, Idaho)
Silver Rock (Owyhee County, Idaho)
South Creek (Butte County, Idaho)
Squaw Creek (Lemhi County, Idaho)
Viola project (Lemhi County, Idaho)
Warm Springs (Butte County, Idaho)
Worthing Kaufman (Lemhi County, Idaho)

Amie Project

Deadman's Gulch Project

Completing a going public transaction be listed on a recognized Canadian stock exchange (the "Going Public Transaction") within 18 months of the DG Effective Date;
Issue 1,200,000 common shares of the DG Optionee to the Company upon closing the Going Public Transaction;
Issue 800,000 common shares of the DG Optionee to the Company on the first anniversary of the Going Public Transaction;
Make a cash payment of $60,000 to the Company (paid);
Make a cash payment of $55,000 to the Company upon completion of the Going Public Transaction;
Incur a total of $1,500,000 in exploration expenditures on the Deadman's Gulch Project, of which:
$250,000 exploration expenditures should be incurred by the first anniversary of the Going Public Transaction;
$1,250,000 exploration expenditures should be incurred before the DG Option Period.

(collectively the "DG Option Obligations")

Page 13 of 22

IDEX Metals Corp.
Notes to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended January 31, 2025
(Expressed in Canadian Dollars)

5) EXPLORATION AND EVALUATION ASSETS (CONTINUED)

Deadman's Gulch Project (continued)

Once the DG Optionee fulfils the DG Option Obligations, the DG Option will be deemed exercised, and the DG Optionee will have earned a 100% interest on the Deadman's Gulch Project.

On exercise of the DG Option, the DG Optionee will grant the Company a 2.5% NSR of the Deadman's Gulch Project, of which the DG Optionee may repurchase 1.5% NSR for $500,000.

Under the terms of the DG Agreement, the DG Optionee is the operator of Deadman's Gulch Project during the DG Option Period.

On July 1, 2024, the DG Agreement was terminated. Following this termination, the Company holds a 100% interest in the Deadman's Gulch Project.

Silver Rock Project

Completing the Going Public Transaction on or before January 31, 2025;
Make a total payment of $525,000 which will be settled by the common shares of the SR Optionee as follows (the "SR Share Payments"):
$200,000 of the SR Share Payments will be paid upon closing the Going Public Transaction;
$150,000 of the SR Share Payments will be paid on the second anniversary of the SR Effective Date; and
$175,000 of the SR Share Payments will be paid on the third anniversary of the SR Effective Date.
Reimbursing the Company for the costs associated with the Silver Rock Project of $48,012, of which the reimbursement should be made as follows:

- $15,000 upon execution of the SR Agreement (paid);

- $16,506 on or before July 31, 2024 (paid); and

$16,506 upon closing the Going Public Transaction.
Incurring a total of $1,500,000 in exploration expenditures on the Silver Rock Project, of which $200,000 exploration expenditures should be incurred by the second anniversary of SR Effective Date and $1,300,000 by the fourth anniversary of SR Effective Date.

(collectively the "SR Option Obligations")

Page 14 of 22

IDEX Metals Corp.
Notes to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended January 31, 2025
(Expressed in Canadian Dollars)

5) EXPLORATION AND EVALUATION ASSETS (CONTINUED)

Silver Rock Project (continued)

On exercise of the SR Option, the SR JV will grant the Company a 2% NSR of the Silver Rock Project, of which the SR JV may repurchase 1% NSR for $1,000,000.

Under the terms of the SR Agreement, the SR Optionee is the operator of Silver Rock Project during the SR Option Period.

On April 3, 2025, the Company provided notice of termination of the SR Agreement.

In addition, during the six months ended January 31, 2025, the Company made a reclamation deposit of US$5,000 as collateral for the Kismet project in the event of future operations. As of January 31, 2025, the balance of the reclamation deposit was $7,243 (US$5,000) (July 31, 2024 – $nil (US$ nil).

6) PROMISSORY NOTES

During the six months ended January 31, 2025, the Company issued promissory notes totaling $300,000, bearing interest at 12% per annum, compounded annually and payable on demand (the "Promissory Notes").

During the six months ended January 31, 2025, the Company recognized finance costs amounting to $6,476 (January 31, 2024 – $nil).

As of January 31, 2025, the outstanding balance of the Promissory Notes, including accrued interest, totaled $306,476 (July 31, 2024 – $nil).

Page 15 of 22

IDEX Metals Corp.

Notes to the Condensed Consolidated Interim Financial Statements (unaudited)

For the Six Months Ended January 31, 2025

(Expressed in Canadian Dollars)

7) SHARE CAPITAL AND RESERVES

Authorized share capital

Unlimited number of common shares without par value.

Issued share capital

As of January 31, 2025, and July 31, 2024, the Company had 34,892,113 common shares issued and outstanding with a value of $2,815,994.

During the six months ended January 31, 2025, no share capital transactions occurred.

During the six months ended January 31, 2024, the Company completed non-brokered private placements of 5,383,333 common shares at a price of $0.15 per share for gross proceeds of $807,500. In connection with the private placements, the Company paid $2,900 finders' fees and incurred share issuance costs of $187.

Subsequent to January 31, 2025, 1,300,000 options were exercised, resulting in cash proceeds amounting to $65,000.

Warrants

No warrants were issued, exercised, or expired during the six months ended January 31, 2025, and 2024.

The following summarizes information about warrants outstanding as of January 31, 2025:

Expiry date	Exercise price ($)	Warrants outstanding	Estimated grant date fair value ($)	Weighted average remaining contractual life (in years)
May 15, 2026	0.70	1,120,186	10,256	1.28

Equity Incentive Plan (the "Incentive Plan")

To provide a share-related mechanism to attract, retain and motivate qualified directors, employees and consultants of the Company and its subsidiaries, the Company implemented an Incentive Plan which includes the stock options and Restricted Share Unit ("RSU") Plan. The Incentive Plan is administered by the Board of Directors, which sets the terms of incentive awards under the Incentive Plan. On April 4, 2023, the Board approved an amendment to the Incentive Plan (the "Amended Incentive Plan"). Under the Amended Incentive Plan, the maximum number of common shares available for issuance is limited to 10% of the Company's outstanding common shares for stock options and 4,500,000 common shares for restricted share units at any given time. Under the Amended Incentive Plan, an option's maximum term is ten years from the grant date and the Board of the Company has the option of determining vesting periods.

Page 16 of 22

IDEX Metals Corp.
Notes to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended January 31, 2025
(Expressed in Canadian Dollars)

7) SHARE CAPITAL AND RESERVES (CONTINUED)

Stock options

The changes in stock options during the six months ended January 31, 2025, and 2024 as follows:

	January 31, 2025		January 31, 2024
	Number outstanding	Weighted average exercise price ($)	Number outstanding	Weighted average exercise price ($)
Balance, opening	3,300,000	0.10	1,950,000	0.07
Granted	-	-	1,200,000	0.15
Expired	(400,000)	0.08	-	-
Balance, closing	2,900,000	0.11	3,150,000	0.10

During the six months ended January 31, 2025, 300,000 options with an exercise price of $0.05 and 100,000 options with an exercise price of $0.15 were expired.

During the six months ended January 31, 2024, the Company granted 1,200,000 options with an exercise price of $0.15 to its directors, officers, and consultants. The options expire on January 1, 2029, and vest immediately upon the date of the grant.

During the six months ended January 31, 2025, and 2024, the Company recognized share-based payment expenses arising from stock options of $nil and $126,063, respectively.

The following summarizes information about stock options outstanding and exercisable at January 31, 2025:

Expiry date	Exercise price ($)	Options outstanding	Options exercisable	Estimated grant date fair value ($)	Weighted average remaining contractual life (in years)
April 14, 2027	0.05	1,300,000	1,300,000	44,364	2.20
April 4, 2028	0.15	350,000	350,000	36,837	3.18
January 1, 2029	0.15	1,250,000	1,250,000	131,157	3.92
		2,900,000	2,900,000	212,358	3.06
Weighted average exercise price ($)		0.15	0.11

Page 17 of 22

IDEX Metals Corp.

Notes to the Condensed Consolidated Interim Financial Statements (unaudited)

For the Six Months Ended January 31, 2025

(Expressed in Canadian Dollars)

7) SHARE CAPITAL AND RESERVES (CONTINUED)

Restricted Share Unit ("RSU")

No RSUs were issued, converted to common shares, or cancelled during the six months ended January 31, 2025.

During the six months ended January 31, 2024, the Company granted 2,950,000 RSUs to its directors, officers, and consultants. All RSUs vested immediately upon the date of grant. The RSUs will expire on December 1, 2027.

During the six months ended January 31, 2025, and January 31, 2024, the Company recognized share-based payment expenses arising from stock options of $nil and $442,500, respectively.

As of January 31, 2025, and July 31, 2024, the Company had 3,100,000 RSUs issued and outstanding. The RSUs will expire on December 1, 2027.

Subsequent to January 31, 2025, the Company granted 1,000,000 RSUs to its officer. All RSUs vested immediately upon the date of grant.

8) RELATED PARTY TRANSACTIONS AND BALANCES

Total compensation of key company personnel for the six months ended January 31, 2025, and 2024 is as follows:

	For the six months ended
	January 31, 2025	January 31, 2024
	$	$
Management fees	60,000	33,300
Professional fees	66,040	32,968
Exploration and evaluation costs and project evaluation costs	94,750	22,425
Share-based compensation	-	223,537
	220,790	312,230

Related party balances

The balances due to the Company's directors and officer included in accounts payables and accrued liabilities were $9,828 as of January 31, 2025 (July 31, 2024 – $11,466). These amounts are unsecured, non-interest bearing and payable on demand.

9) SEGMENTED INFORMATION

IDEX Metals Corp.
Notes to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended January 31, 2025
(Expressed in Canadian Dollars)

10) CAPITAL MANAGEMENT

The Company's investment policy is to keep its cash on deposit in an interest-bearing Canadian chartered bank account. There have been no changes to the Company's approach to capital management at any time during the six months ended January 31, 2025. The Company is not subject to externally imposed capital requirements.

11) FINANCIAL INSTRUMENTS

Fair value

Financial instruments are classified into one of the following categories: FVTPL, amortized cost and FVTOCI.

Set out below are the Company's financial assets and liabilities by category:

	January 31, 2025	FVTPL	Amortized costs	FVTOCI
	$	$	$	$
FINANCIAL ASSETS
ASSETS
Cash	36,875	-	36,875	-
Marketable securities	29,440	29,440	-	-
Investments	140,058	140,058	-	-
FINANCIAL LIABILITIES
LIABILITIES
Accounts payable and accrued liabilities	(433,496)	-	(433,496)	-
Promissory notes	(306,476)	-	(306,476)	-
	July 31, 2024	FVTPL	Amortized costs	FVTOCI
	$	$	$	$
FINANCIAL ASSETS
ASSETS
Cash	400,480	-	400,480	-
Marketable securities	50,000	50,000	-	-
Investments	140,058	140,058	-	-
FINANCIAL LIABILITIES
LIABILITIES
Accounts payable and accrued liabilities	(348,933)	-	(348,933)	-

Page 19 of 22

IDEX Metals Corp.
Notes to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended January 31, 2025
(Expressed in Canadian Dollars)

11) FINANCIAL INSTRUMENTS (CONTINUED)

Fair value (continued)

The levels of the fair value inputs used in determining estimated fair value of the Company's financial assets and liabilities at fair value through profit or loss as of January 31, 2025, and July 31, 2024, are shown below.

	January 31, 2025	Estimated fair value
		Level 1 $	Level 2 $	Level 3 $
Marketable securities	29,440	29,440	-	-
Investments	140,058	-	-	140,058
	July 31, 2024	Estimated fair value
		Level 1 $	Level 2 $	Level 3 $
Marketable securities	50,000	50,000	-	-
Investments	140,058	-	-	140,058

As of January 31, 2025, and July 31, 2024, the financial instrument recorded at fair value on the consolidated statement of financial position is marketable securities and investments which are measured using Level 1 and 3 of the fair value hierarchy.

Level 3 inputs in determining the fair value of investments (Note 4) includes subjective estimates in determining fair value.

As of January 31, 2025, and July 31, 2024, there were no financial assets or liabilities measured and recognized in the statement of financial position at fair value that would be categorized as Level 2 in the fair value hierarchy above.

Financial risk management

Credit risk

Credit risk is the risk of an unexpected loss if a third party to a financial instrument fails to meet its contractual obligations. The Company manages its credit risk through its counterparty ratings and credit limits.

The Company's cash are primarily held through large Canadian financial institutions.

Page 20 of 22

IDEX Metals Corp.

Notes to the Condensed Consolidated Interim Financial Statements (unaudited)

For the Six Months Ended January 31, 2025

(Expressed in Canadian Dollars)

11) FINANCIAL INSTRUMENTS (CONTINUED)

Financial risk management

Credit risk

The Company's maximum exposure to credit risk is the carrying value of its financial assets. The Company limits its credit risk exposure by holding cash with reputable financial institutions with high credit ratings.

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. The Company manages liquidity by maintaining adequate cash balances to meet liabilities as they become due.

As of January 31, 2025, the Company had cash of $36,875. The Company's accounts payable and accrued liabilities amounted to $433,496, all of which are classified as current. Additionally, the Company had outstanding promissory notes totaling $306,476, which are payable on demand.

Market risk

The significant market risks to which the Company is exposed are interest rate risk, foreign currency risk, and price risk.

Interest Rate Risk

Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's cash is mainly held at a Canadian chartered bank. The Company's interest rate risk principally arises from the interest rate impact of interest earned on cash. The Company is not exposed to significant interest rate risk relating to its cash.

Foreign Currency risk

The Company is exposed to currency risk to the extent that monetary assets and liabilities held by the Company are not denominated in Canadian dollars ("$ " or "CA$"). The Company has not entered into any foreign currency contracts to mitigate this risk.

The Company's cash, reclamation deposits, and accounts payable and accrued liabilities are held in CA$ and United States dollars ("US"); therefore, US accounts are subject to fluctuation against the CA$.

The Company's financial instruments were denominated as follows as of January 31, 2025:

	CA$	US$
Cash	35,872	692
Marketable securities	29,440	-
Reclamation deposits	-	5,000
Accounts payable and accrued liabilities	(319,018)	(79,031)
Promissory notes	(306,476)	-
	(560,182)	(73,339)
Rate to convert to $1.00 CA$	1.00000	1.44851
Equivalent to CA$	(560,182)	(106,232)

Based on the above net exposures as of January 31, 2025, and assuming that all other variables remain constant, a 10% change of the CAD against the US would change profit or loss by approximately $10,600.

Page 21 of 22

IDEX Metals Corp.
Notes to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended January 31, 2025
(Expressed in Canadian Dollars)

11) FINANCIAL INSTRUMENTS (CONTINUED)

Financial risk management (continued)

As of January 31, 2025, the Company held 368,000 common shares of USCM which is publicly traded on the CSE (Note 3). A 10% change in share price of USCM's shares as of January 31, 2025, would result in an approximately $3,000 change to the Company's comprehensive loss for the six months ended January 31, 2025.

A 10% change in the fair value of the investments (Note 4) as of January 31, 2025, would result in a $14,000 change to the Company's comprehensive loss for the six months ended January 31, 2025.

Other than this, the Company is not exposed to significant other price risk.

Page 22 of 22

G-1

SCHEDULE “G”

Management’s Discussion and Analysis of IDEX for the six months ended January 31, 2025 and for the years ended July 31, 2024 and 2023.

See attached document

IDEX Metals Corp.

MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED JANUARY 31, 2025

AND

FOR THE YEARS ENDED JULY 31, 2024 AND 2023

INTRODUCTION ... 3
OVERVIEW ... 3
CORPORATE STRUCTURE ... 3
HIGHLIGHTS ... 4
EXPLORATION AND EVALUATION ASSETS ... 5
SELECTED INFORMATION ... 8
RESULT OF OPERATIONS ... 9
LIQUIDITY AND CAPITAL RESOURCES ... 14
OUTSTANDING SHARE DATA ... 15
RELATED PARTY TRANSACTIONS AND BALANCES ... 16
SUBSEQUENT EVENTS ... 16
FINANCIAL INSTRUMENTS ... 17
CRITICAL ACCOUNTING ESTIMATES ... 17
NEW ACCOUNTING STANDARDS ... 17
OFF-BALANCE SHEET FINANCING ARRANGEMENTS ... 17
OTHER MD&A REQUIREMENTS ... 18
FORWARD- LOOKING INFORMATION ... 18
RISKS AND UNCERTAINTIES ... 18

IDEX Metals Corp.
Management Discussion and Analysis
For the Six Months Ended January 31, 2025 and For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

INTRODUCTION

This Management's Discussion and Analysis ("MD&A") is intended to assist readers in understanding IDEX Metals Corp. ("IDEX," "we," "our," or the "Company"), including our operations, financial performance, and the current and future business environment. This MD&A is provided as a supplement to the consolidated financial statements and accompanying notes prepared in accordance with International Financial Reporting Standards ("IFRS") for the six months ended January 31, 2025, and for the fiscal years ended July 31, 2024, and 2023. Readers are encouraged to review this MD&A alongside our unaudited consolidated financial statements for the six months ended January 31, 2025, as well as our audited consolidated financial statements for the fiscal years ended July 31, 2024, and 2023.

This MD&A is prepared as of May 20, 2025. All dollar amounts in this MD&A are expressed in thousands of Canadian dollars ("$ or "CAS"), unless otherwise specified. United States dollars are referred to as "US$".

OVERVIEW

IDEX was incorporated under the provisions of the Business Corporations Act (British Columbia) on May 19, 2021, under the name "Owyhee Holdings Corp". On April 13, 2022, Owyhee Holdings Corp. changed its name to Idaho Silver Corp., and on March 1, 2024, Idaho Silver Corp. changed its name to IDEX Metals Corp. IDEX's registered office is located at #1500 – 1055 West Georgia Street, Vancouver, BC V6E 4N7, and its principal business address is 1188 – 1095 West Pender Street, Vancouver, BC V6E 2M6.

IDEX is an exploration company principally engaged in identifying, acquiring and exploring high-value potential mineral assets in the State of Idaho. IDEX is primarily focused on the exploration and development of the Amie Project and the Freeze Project.

For further information, refer to the "Exploration and Evaluation Assets" section.

CORPORATE STRUCTURE

As of January 31, 2025, July 31, 2024, and July 31, 2023, as well as the date of this MD&A, the Company had the following subsidiaries:

	Country of incorporation	Percentage owned				Reporting date
		At the date of the MD&A	January 31, 2025	July 31, 2024	July 31, 2023
Silver Rock Resources Inc. ("SRR")	US	100%	100%	100%	100%	July 31
1212242 B.C. LTD.*	Canada	30%	30%	30%	30%	July 31
Long Canyon Resources Inc.*	US	30%	30%	30%	30%	July 31

Since the disposition of a 70% interest in 1212242 B.C. LTD. and Long Canyon Resources Inc. on November 16, 2022, the financial information of 1212242 B.C. LTD. and Long Canyon Resources Inc. has not been consolidated with the Company's financial statements.

Page 3 of 18

IDEX Metals Corp.
Management Discussion and Analysis
For the Six Months Ended January 31, 2025 and For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

HIGHLIGHTS

Proposed transaction

The Proposed Transaction is subject to approval of the shareholders of the Company.

Financings

On July 24, 2023, IDEX completed a private placement of 500,000 common shares at a price of $0.15 per share for gross proceeds of $75,000.

During the year ended July 31, 2024, the Company completed the following private placements:

583,333 common shares at a price of $0.15 per share for gross proceeds of $87,500 were issued on August 17, 2023;
1,500,000 common shares at a price of $0.15 per share for gross proceeds of $225,000 were issued on August 20, 2023;
2,300,000 common shares at a price of $0.15 per share for gross proceeds of $345,000 were issued on November 2, 2023;
1,000,000 common shares at a price of $0.15 per share for gross proceeds of $150,000 were issued on November 15, 2023;
2,023,780 units at a price of $0.50 per share for gross proceeds of $1,011,890 were issued on May 15, 2024; and
50,000 units at a price of $0.50 per shares for gross proceeds of $25,000 were issued on May 21, 2024

Page 4 of 18

IDEX Metals Corp.
Management Discussion and Analysis
For the Six Months Ended January 31, 2025 and For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

In connection with the closing of the Concurrent Financing, the Company paid finder’s fees totaling $152,950 and issued 305,900 agent warrants. Each agent warrant entitles the holder to acquire one additional common share at an exercise price of CA$0.50, exercisable for two years following the completion of the Proposed Transaction.

Exploration and Evaluation Assets

On October 26, 2022, the Company entered into a mineral claim purchase agreement (the “Amie Purchase Agreement”) with a vendor to acquire certain claims relating to the Amie Project by making a cash payment US$20,000 (paid (CA$27,495)).
On November 16, 2022, the Company entered into a share purchase agreement with US Critical Metals Corp. (“USCM”), a public company which is listed on the Canadian Securities Exchange (the “CSE”) under the ticker symbol “USCM”, pursuant to which USCM acquired a 70% interest in Long Canyon Property.
On February 14, 2023, the Company entered into a mineral property option agreement with Excalibur Metal (USA) Corp. (“Excalibur”), a private company in British Columbia, Canada, which provides for the grant of an exclusive option to Excalibur to acquire a 90% interest in the Silver Rock Property, which was subsequently amended on February 6, 2024, July 4, 2024, and October 31, 2024. On April 3, 2025, the Company provided notice of termination of the SR Agreement.

(See section “Exploration and Evaluation Assets”)

EXPLORATION AND EVALUATION ASSETS

Except for certain claims relating to the Amie Project (as described below), the Company acquired 100% interest in the following projects through staking:

Autunite Hill (Clark County, Idaho)
Badger Creek (Butte County, Idaho)
Badger Creek (Butte County, Idaho)
Basinger Canyon (Lemhi County, Idaho)
Caribou (Bonneville County, Idaho)
Deadman's Gulch (Shoshone County, Idaho)
Demming (Owyhee County, Idaho)
Fort Hall (Bannock County, Idaho)
Foss (Butte County, Idaho)
Freeze (Washington County, Idaho)
Kismet (Washington County, Idaho)
Kopper King (Bannock County, Idaho)
Mineral Mountain (Lemhi County, Idaho)

Page 5 of 18

Page 6 of 18

IDEX Metals Corp.

Management Discussion and Analysis

For the Six Months Ended January 31, 2025 and For the Years Ended July 31, 2024 and 2023

(Expressed in Canadian Dollars)

New Whitehorse (Lemhi County, Idaho)
Silver Rock (Owyhee County, Idaho)
South Creek (Butte County, Idaho)
Squaw Creek (Lemhi County, Idaho)
Viola project (Lemhi County, Idaho)
Warm Springs (Butte County, Idaho)
Worthing Kaufman (Lemhi County, Idaho)

Amie Project

On October 26, 2022, the Company entered into a mineral claim purchase agreement (the "Amie Purchase Agreement") with a vendor to acquire certain claims relating to the Amie Project by making a cash payment US$20,000 (paid (CA$27,495)). Upon execution of the Amie Purchase Agreement, the Company granted a 2.5% Net Smelter Royalty (the "NSR") for certain eligible claims to the vendor, of which 1% may be repurchased by the Company for US$1,000,000 on or before December 31, 2027. Most of the claims comprising the Amie Project were subsequently acquired through staking.

The Amie project is located 15 km south of the community of Oreana, Owyhee County, Idaho. The land package is comprised of 53 lode claims, totalling an area of 5 km². The project is 100% owned and is located entirely on Bureau of Land Management (BLM) land. The project is prospective for high-grade epithermal gold-silver mineralization and is located approximately 36 kilometers from Integra Resources' DeLamar project and the historic DeLamar mine. Historical workings have been located on the property by IDEX geologists, including 11 adits, 4 shafts and 46 test pits. Work to date has focused on ground truthing the geology and mineralization of historical workings and mineral showings.

Freeze Project

The Freeze project, located in Washington County, Idaho, is within 5 km of Hercules Silver's Leviathan Porphyry Copper Discovery. The land package is comprised of 153 lode claims, totalling an area of 12 km².

The project is 100% owned and is located entirely on United States Forest Service (USFS) land. Work to date has identified a large copper-in-soil anomaly that has a 2 km strike length and occurs over a quartz eye porphyritic granodiorite intrusion. The property contains evidence of historical mining and exploration including workings such as historic pits, trenches, and dumps. No known drilling or geophysical surveys have been conducted on the property to date. Future work will consist of additional geochemical sampling, geological mapping, and an Induced Polarization (IP) survey over prospective geological targets.

Silver Rock Project

Pursuant to the SR Agreement, the SR Optionee has an option to earn 90% interest on the Silver Rock Project (the "SR Option") within four years from the SR Effective Date (the "SR Option Period") by:

Completing the Going Public Transaction by January 31, 2025;
Making a total payment of $400,000 which will be settled by the common shares of the SR Optionee as follows (the "SR Share Payments"):
$200,000 of the SR Share Payments will be paid upon closing the Going Public Transaction;

IDEX Metals Corp.
Management Discussion and Analysis
For the Six Months Ended January 31, 2025 and For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

$150,000 of the SR Share Payments will be paid on the second anniversary of the SR Effective Date; and
$175,000 of the SR Share Payments will be paid on the third anniversary of the SR Effective Date.
If the Going Public Transaction has not been completed by such date, then the payment will be required to be made upon closing the Going Public Transaction.
Reimbursing the Company for the costs associated with the Silver Rock Project of $48,012, of which the reimbursement should be made as follows:
$15,000 upon execution of the SR Agreement (paid);
$16,506 on or before July 31, 2024 (paid); and
$16,506 upon closing the Going Public Transaction.
Incurring a total of $1,500,000 in exploration expenditures on the Silver Rock Project, of which $200,000 exploration expenditures should be incurred by the second anniversary of SR Effective Date and $1,300,000 by the fourth anniversary of SR Effective Date.

(collectively the "SR Option Obligations")

On exercise of the SR Option, the SR JV will grant the Company a 2% NSR of the Silver Rock Project, of which the SR JV may repurchase 1% NSR for $1,000,000.

Under the terms of the SR Agreement, the SR Optionee is the operator of Silver Rock Project during the SR Option Period.

On April 3, 2025, the Company provided notice of termination of the SR Agreement.

Long Canyon Property

On November 16, 2022, the Company and USCM entered into a share purchase agreement (the "LGSPA") to sell 70% of the Long Canyon Property, which was held by Long Canyon Resources Inc. through selling 70% issued and outstanding common shares of 1212242 B.C. LTD. and Long Canyon Resources Inc. The remaining 30% interest in Long Canyon Property is being held by the Company with a fair value of $140,058. The transaction was completed on December 15, 2022.

In exchange for the 70% interest in Long Canyon Property, USCM issued 1,000,000 common shares with a fair value of $276,801 and made a cash payment of $50,000 to the Company.

Page 7 of 18

IDEX Metals Corp.
Management Discussion and Analysis
For the Six Months Ended January 31, 2025 and For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

The Mineral Mountain Project
The Mineral Mountain Project (“Mineral Mountain”) is located in Lemhi County, Idaho, within five (5) kilometers of the historic lead-silver Leadville and Kimmel Mines, in the Junction Mining Distinct. Mineral Mountain has limited modern exploration and no known drilling.

SELECTED INFORMATION

| | For the six months ended January 31, 2025
("YTD 2025") | For the six months ended January 31, 2024
("YTD 2024") | For the year ended July 31, 2024
("FY24") | For the year ended July 31, 2023
("FY23") |
| --- | --- | --- | --- | --- |
| Expenses | $742,820 | $933,645 | $1,813,335 | $602,362 |
| Other income (expenses) | $89,067 | $(126,089) | $(142,874) | $414,438 |
| Net loss | $(653,753) | $(1,119,734) | $(1,956,209) | $(187,924) |
| Loss and comprehensive loss | $(621,417) | $(1,117,575) | $(1,941,353) | $(186,856) |
| Basic and diluted loss per share | $(0.02) | $(0.04) | $(0.06) | $(0.01) |
| | As at | January 31, 2025 | July 31, 2024 | July 31, 2023 |
| | | $ | $ | $ |
| Working capital (deficiency) | | $(656,376) | $418,533 | $141,946 |
| Total assets | | $1,078,227 | $1,308,605 | $573,399 |
| Total liabilities | | $739,972 | $348,933 | $101,274 |
| Share capital | | $2,815,994 | $2,815,994 | $1,004,012 |
| Deficit | | $3,240,169 | $2,586,416 | $630,207 |

Expenses The decrease in expenses during YTD 2025 compared to YTD 2024 was primarily attributed to a reduction in share-based payments. This decrease was partially offset by increases in expenses related to exploration and evaluation assets, as well as professional fees. The increase in expenses during FY24 compared to FY23 was mainly driven by higher share-based payments associated with options and restricted stock units (RSUs) granted in FY24. Additionally, in FY23, the Company recognized a gain from the disposal of exploration and evaluation assets, classified as other income; however, no such income was recorded in FY24. For all periods presented, other income (expenses) included adjustments arising from changes in the fair value of marketable securities.

Working Capital As of January 31, 2025, working capital decreased compared to July 31, 2024, primarily due to reductions in cash and prepaid expenses, as well as the issuance of promissory notes. Conversely, the increase in working capital as of July 31, 2024, compared to July 31, 2023, was driven by higher cash balances and prepaid expenses, partially offset by a decline in the fair value of marketable securities and an increase in accounts payable and accrued liabilities.

Total Assets The decrease in total assets as of January 31, 2025, compared to July 31, 2024, was primarily attributed to a reduction in cash and prepaid expenses. This decrease was partially offset by an increase in the carrying value of exploration and evaluation assets. The increase in total assets as of July 31, 2024, compared to July 31, 2023, was primarily driven by an increase in cash, prepaid expenses, and the carrying value of exploration and evaluation assets. This increase was partially offset by a decline in the fair value of marketable securities.

Total Liabilities The increase in total liabilities as of the reporting date was primarily driven by changes in accounts payable and accrued liabilities, influenced by the volume of activities and the timing of payments. Additionally, the increase in total liabilities as of January 31, 2025, compared to July 31, 2024, was due to the issuance of a promissory note.

Page 8 of 18

IDEX Metals Corp.
Management Discussion and Analysis
For the Six Months Ended January 31, 2025 and For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

Share Capital The increase in share capital as of the reporting date primarily resulted from completed financing activities during the specified reporting periods. The deficit as of the reporting date was mainly influenced by net losses from operations incurred during these reporting periods.

RESULT OF OPERATIONS
			January 31, 2025
("Q225")	October 31, 2024
("Q125")
			$	$
Revenue			-	-
Net income (loss)			(176,260)	(477,493)
Basic and diluted earnings (loss) per share			(0.00)	(0.02)
	July 31, 2024
("Q424")	April 30, 2024
("Q324")	January 31, 2024
("Q224")	October 31, 2023
("Q124")
	$	$	$	$
Revenue	-	-	-	-
Net income (loss)	(630,699)	(205,776)	(823,162)	(296,572)
Basic and diluted earnings (loss) per share	(0.02)	(0.01)	(0.02)	(0.01)
	July 31, 2023
("Q423")	April 30, 2023
("Q323")	January 31, 2023
("Q223")	October 31, 2022
("Q123")
	$	$	$	$
Revenue	-	-	-	-
Net income (loss)	(517,333)	(124,964)	508,890	(54,517)
Basic and diluted earnings (loss) per share	(0.02)	(0.00)	0.01	(0.00)

All the Company's exploration and evaluation properties remain in the exploration stage. Since its inception, the Company has not generated revenue and does not anticipate generating revenue in the near future. The increase in net loss during Q224 was primarily attributed to share-based payments associated with options and RSUs granted during the period. In contrast, the increase in net income during Q223 was mainly due to the recognition of a gain from the disposal of exploration and evaluation assets. Beyond these factors, the Company's net loss was largely driven by exploration and evaluation expenditures and professional fees, which fluctuate depending on the volume of business activities.

Page 9 of 18

IDEX Metals Corp.
Management Discussion and Analysis
For the Six Months Ended January 31, 2025 and For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

Operating Expenses

In Q225, operating expenses totaled $215,327, reflecting a decrease of $552,609 compared to the $767,936 incurred in Q224. The detailed breakdown of operating expenses for both quarters is as follows:

	For the three months ended
	January 31, 2025	January 31, 2024	Change
	$	$	$
Expenses
Exploration and evaluation costs	86,366	134,676	(48,310)
Foreign exchange gain (loss)	(6,481)	(13,900)	7,419
General and administrative expenses	17,681	2,679	15,002
Management fees	30,000	23,500	6,500
Professional fees	82,761	35,302	47,459
Project evaluation costs	-	3,444	(3,444)
Share-based payments	-	568,563	(568,563)
Shareholder information and investor relations	-	10,770	(10,770)
Transfer agent, regulatory and filing fees	5,000	53	4,947
Travel	-	2,849	(2,849)
Total expenses	215,327	767,936	(552,609)

In YTD 2025, operating expenses totaled $742,820, reflecting a decrease of $250,825 compared to the $993,645 incurred in YTD 2024. The detailed breakdown of operating expenses for both periods is as follows:

	For the six months ended
	January 31, 2025	January 31, 2024	Change
	$	$	$
Expenses
Exploration and evaluation costs	474,325	253,321	221,004
Foreign exchange gain (loss)	7,087	5,951	1,136
General and administrative expenses	32,300	3,318	28,982
Management fees	60,000	33,300	26,700
Professional fees	152,832	52,318	100,514
Project evaluation costs	-	56,086	(56,086)
Share-based payments	-	568,563	(568,563)
Shareholder information and investor relations	11,276	10,770	506
Transfer agent, regulatory and filing fees	5,000	73	4,927
Travel	-	9,945	(9,945)
Total expenses	742,820	993,645	(250,825)

Page 10 of 18

IDEX Metals Corp.
Management Discussion and Analysis
For the Six Months Ended January 31, 2025 and For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

In Q424, operating expenses totaled $479,267, reflecting an increase of $77,502 compared to the $401,765 incurred in Q423. The detailed breakdown of operating expenses for both quarters is as follows:

	For the three months ended
	July 31, 2024 $	July 31, 2023 $	Change $
Expenses
Exploration and evaluation costs	266,209	303,387	(37,178)
Foreign exchange loss	17,804	13,667	4,137
General and administrative expenses	16,302	220	16,082
Management fees	30,000	7,875	22,125
Professional fees	188,710	49,811	138,899
Project evaluation costs	61,722	26,805	34,917
Shareholder information and investor relations	12,000	-	12,000
Transfer agent, regulatory and filing fees	5,000	-	5,000
Total expenses	597,747	401,765	195,982

In FY24, operating expenses totaled $1,694,855, reflecting an increase of $1,092,493 compared to the $602,362 incurred in FY23. The detailed breakdown of operating expenses for both periods is as follows:

	For the years ended
	July 31, 2024 $	July 31, 2023 $	Change $
Expenses
Exploration and evaluation costs	592,141	381,432	210,709
Foreign exchange loss	23,890	336	23,554
General and administrative expenses	28,189	1,381	26,808
Management fees	93,300	36,625	56,675
Professional fees	279,065	63,937	215,128
Project evaluation costs	123,250	76,024	47,226
Share-based payments	606,662	36,837	569,825
Shareholder information and investor relations	50,837	3,874	46,963
Transfer agent, regulatory and filing fees	5,206	-	5,206
Travel	10,795	1,916	8,879
Total expenses	1,813,335	602,362	1,210,973

Exploration and Evaluation Costs ("E&E Costs") E&E Costs primarily encompass expenses incurred on projects, excluding acquisition costs (refer to the section "Exploration and Evaluation Assets").

YTD 2025: The majority of E&E Costs were incurred on the Freeze Project ($335,665), Caribou ($64,972), and Mineral Mountain ($39,959).
YTD 2024: The majority of E&E Costs were incurred on the Freeze Project ($135,927) and the Amie Project ($69,192).
FY24: The majority of E&E Costs were incurred on the Freeze Project ($321,861), Amie Project ($130,148), and Mineral Mountain ($108,445).
FY23: The majority of E&E Costs were incurred on the Amie Project ($295,597) and Deadman's Gulch Project ($57,039).

Page 11 of 18

Page 12 of 18

IDEX Metals Corp.

Management Discussion and Analysis

For the Six Months Ended January 31, 2025 and For the Years Ended July 31, 2024 and 2023

(Expressed in Canadian Dollars)

Foreign exchange loss (gain) primarily arises from the translation of the Company's US$-denominated financial assets and liabilities into Canadian dollars.

General and administrative expenses consist of insurance, rent-related lease agreements that are not required to be capitalized under IFRS, and other general office expenses.

Management and directors' fees are primarily related to compensation paid or accrued to the Company's Chief Executive Officer (CEO) (refer to the section "Related Party Transactions and Balances").

Professional fees primarily encompass accounting and legal expenses incurred to support operations and the Proposed Transaction. These fees also include compensation for the Company's Chief Financial Officer (CFO) (refer to the section "Related Party Transactions and Balances"). The increase in professional fees during the specified periods is mainly attributed to increased business activities.

During YTD 2025 and FY24, the Company incurred $32,529 and $67,102, respectively, in professional fees related to the Proposed Transaction.

Project Evaluation Costs represent expenses associated with assessing the feasibility and potential of projects before they are officially undertaken by the Company. These costs help determine whether a project aligns with the Company's strategic goals and financial viability.

Share-based payments primarily involve the recognition of the fair value of options and restricted stock units (RSUs) granted during the vesting period. Previously recognized share-based payments for forfeited options and RSUs are reversed as a recovery on the date of forfeiture.

During FY24 and FY23, the Company granted 1,350,000 and 350,000 options, respectively, to its directors and officers. Additionally, during FY24, the Company granted 3,100,000 RSUs to its directors, officers, and consultants. All options and RSUs granted vested immediately upon the date of grant.

Shareholder information and investor relations are primarily encompassing costs incurred to enhance communication with investors and increase the Company's visibility among the investment community.

Other income (expenses)

In Q225, other income totaled $39,067, reflecting an increase of $94,293 compared to other expenses of $55,226 incurred in Q224. The detailed breakdown of other income for both quarters is as follows:

	For the three months ended
	January 31, 2025	January 31, 2024	Change
	$	$	$
Other income (expenses)
Change in fair value of marketable securities	45,543	(55,226)	100,769
Finance costs	(6,476)	-	(6,476)
Total other income (expenses)	39,067	(55,226)	94,293

IDEX Metals Corp.
Management Discussion and Analysis
For the Six Months Ended January 31, 2025 and For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

In YTD 2025, other income totaled $89,067, reflecting an increase of $215,156 compared to other expenses of $126,089 incurred in Q224. The detailed breakdown of other income for both quarters is as follows:

	For the six months ended
	January 31, 2025	January 31, 2024	Change
	$	$	$
Other income (expenses)
Change in fair value of marketable securities	45,543	(126,089)	171,632
Finance costs	(6,476)	-	(6,476)
Other income	50,000	-	50,000
Total other income (expenses)	89,067	(126,089)	215,156

In Q424, other expenses totaled $32,952, representing a decrease of $82,616 compared to $115,568 incurred in Q423. The detailed breakdown of other income for both quarters is as follows:

	For the three months ended
	July 31, 2024	July 31, 2023	Change
	$	$	$
Other income (expenses)
Change in fair value of marketable securities	(49,458)	(130,568)	81,110
Income from interest in mineral property	16,506	15,000	1,506
Total other income (expenses)	(32,952)	(115,568)	82,616

In FY24, other expenses totaled $142,874, representing an increase of $557,312 compared to other income of $414,438 incurred in FY23. The detailed breakdown of other income (expenses) for both periods is as follows:

	For the years ended
	July 31, 2024	July 31, 2023	Change
	$	$	$
Other income (expenses)
Change in fair value of marketable securities	(159,380)	(67,421)	(91,959)
Gain on disposal of exploration and evaluation assets	-	466,859	(466,859)
Income from interest in mineral property	16,506	15,000	1,506
Total other income (expenses)	(142,874)	414,438	(557,312)

Change in fair value of marketable securities primarily reflects the fair value adjustments made to these securities at each reporting date. Pursuant to IFRS, the Company is required to mark-to-market the marketable securities held at each reporting date.

Gain on disposal of exploration and evaluation assets primarily the results from the disposition of a 70% interest in the Long Canyon Property (See section "Exploration and Evaluation Assets").

Income from interest in mineral property primarily results from the reimbursement of costs incurred by the Company on the Silver Rock Project pursuant to the SR Agreement (See section "Exploration and Evaluation Assets").

Finance costs primarily consisted of interest expenses associated with the issuance of promissory notes.

Page 13 of 18

IDEX Metals Corp.
Management Discussion and Analysis
For the Six Months Ended January 31, 2025 and For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

Other income recorded in YTD 2025 relates to a dividend payment of $50,000 received from 1212242 B.C. LTD for the Company's 30% ownership interest.

LIQUIDITY AND CAPITAL RESOURCES

As of July 31, 2024, 2023, and 2022, the Company had working capital of $485,635, $141,946, and $32,930, respectively, which included cash of $400,480, $33,840, and $121,111, respectively.

Cash Flow

	YTD 2025	YTD 2024	FY24	FY23
	$	$	$	$
Cash flow used in operating activities	(262,671)	(400,854)	(1,310,964)	(554,428)
Cash flow provided by (used in) investing activities	(400,934)	(151,230)	(144,634)	(38,085)
Cash flow provided by financing activities	300,000	804,413	1,822,238	505,342
Increase (decrease) in cash	(363,605)	252,329	(366,640)	(82,271)

Cash used in operating activities are determined based on the adjusted net loss, which accounts for items not affecting cash and the change in non-cash working capital.

Cash provided by (used in) investing activities primarily related to acquisition costs incurred on exploration and evaluation assets, offset by any proceeds received from the exploration and evaluation assets.

During YTD 2025 and YTD 2024, the Company incurred staking fees totaling $287,411 and $151,230 across various projects, respectively. Additionally, in YTD 2025, acquisition costs paid for the Kismet Project and Mineral Mountain Project were $110,988 and 3,602, respectively.

During FY24 and FY23, the Company incurred staking fees totaling $199,459 and $135,590 across various projects, respectively. Additionally, in FY23, acquisition costs paid for the Amie Project were $27,495. In addition, in FY23, the Company received $50,000 from the disposition of a 70% interest in the Long Canyon Project and $75,000 pursuant to the DG Agreement.

Cash used in financing activities primarily related to the net proceeds from the issuance of common shares and promissory notes.

During YTD 2025, the Company issued $300,000 Promissory Notes.

During YTD 2024, the Company completed non-brokered private placements of 5,383,333 common shares for net proceeds of $804,413.

During FY24 and FY23, the Company completed non-brokered private placements of 7,507,113 and 3,385,000 common shares for net proceeds of $1,822,238 and $505,342, respectively.

The Company expects to obtain financing in the future primarily through further equity financings. At present, the Company has no operations that generate cash flow, and its financial success depends on management's ability to discover economically viable mineral deposits and arrange the required funding through future equity issuances, asset sales, or a combination thereof. The mineral exploration process can take many years and is subject to factors beyond the Company's control. The Company relies on equity financings and the exercise of options and warrants to fund its exploration activities and corporate and overhead expenses. Many factors influence the Company's ability to raise funds, including the health of the resource market, the climate for mineral exploration investment, the

Page 14 of 18

Page 15 of 18

IDEX Metals Corp.

Management Discussion and Analysis
For the Six Months Ended January 31, 2025 and For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

Company's track record, and the experience and caliber of its management. Actual funding requirements may vary from those planned due to a number of factors, including the progress of exploration activities.

The Company's operations to date have been financed by issuing securities. Its ability to continue as a going concern depends on its ability to obtain additional financing to meet its obligations as they come due. If the Company were unable to continue as a going concern, significant adjustments would be required to the carrying value of assets and liabilities, and to the balance sheet classifications currently used. There is no guarantee that the Company will be able to secure additional financings in the future on favorable terms. To date, the Company has not used debt or other means of financing for its exploration programs and has no plans to use debt financing at the present time. Based on the current working capital as of the date of this MD&A, it is expected that the current cash position will be sufficient to fund the Company's needs for at least the next twelve months.

OUTSTANDING SHARE DATA

As of January 31, 2025, July 31, 2024, and July 31, 2023, the Company had 34,892,113, 34,892,113, and 27,385,000 common shares issued and outstanding, respectively.

Common shares

YTD 2025: No share capital transactions occurred.

FY24: The Company completed two non-brokered private placements:

5,383,333 common shares at a price of $0.15 each, generating gross proceeds of $807,500, with share issuance costs of $3,087.
2,123,780 units at a price of $0.50 each, raising gross proceeds of $1,061,890. In connection with this placement, the Company paid $29,148 in finders' fees, issued 58,296 finders' warrants, and incurred share issuance costs of $14,917.

FY23: The Company completed non-brokered private placements of 3,385,000 common shares at $0.15 each, resulting in gross proceeds of $507,750, with associated share issuance costs of $2,408.

Subsequent to January 31, 2025: 1,300,000 options were exercised, resulting in cash proceeds amounting to $65,000.

Options

YTD 2025: 300,000 options with an exercise price of $0.05 and 100,000 options with an exercise price of $0.15 were expired.

FY24: The Company granted 1,350,000 options with an exercise price of $0.15 to its directors, officers, and consultants. These options expire on January 1, 2029.

FY23: The Company granted 350,000 options with an exercise price of $0.15 to its directors and officers. These options are exercisable for a period of five years. In addition, 150,000 stock options were canceled.

Subsequent to January 31, 2025: 1,300,000 options were exercised.

IDEX Metals Corp.
Management Discussion and Analysis
For the Six Months Ended January 31, 2025 and For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

All options granted vested immediately on the date of grant.

RSUs

YTD 2025: No RSUs were issued, converted to common shares, or canceled.

YTD 2024: The Company granted 3,100,000 RSUs to its directors, officers, and consultants. All RSUs granted vested immediately on the date of grant.

Subsequent to January 31, 2025: The Company granted 1,000,000 RSUs to its officer. All RSUs vested immediately upon the date of grant.

As at the date of this MD&A, the Company had the following common shares, options and warrants issued and outstanding:

36,192,113 common shares;
1,120,186 warrants with exercise price of $0.70;
1,600,000 stock options with exercise of $0.15 per share; and
4,100,000 RSUs.

RELATED PARTY TRANSACTIONS AND BALANCES

Key management personnel include individuals with the 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 both executive and non-executive members of the Company's Board of Directors and corporate officers.

Total compensation of key company personnel for the years ended July 31, 2024 and 2023 is as follows:

	For the six months ended		For the years ended
	January 31, 2025	January 31, 2024	July 31, 2024	July 31, 2023
	$	$	$	$
Management and directors' fees	60,000	33,300	93,300	36,625
Professional fees	66,040	32,968	100,880	-
Exploration and evaluation costs and project evaluation costs	94,750	22,425	192,575	-
Share-based compensation	-	223,537	261,636	-
	220,790	312,230	648,391	36,827

Related party balances

The balances due to the Company's directors and officers included in accounts payables and accrued liabilities were $9,828, $11,466 and $nil as of January 31, 2025, July 31, 2024, and 2023, respectively. These amounts are unsecured, non-interest bearing, and payable on demand.

SUBSEQUENT EVENTS

1,300,000 options were exercised, resulting in cash proceeds amounting to $65,000.
On March 21, 2025, the Company granted 1,000,000 RSUs to its officer. All RSUs vested immediately upon the date of grant.

Page 16 of 18

IDEX Metals Corp.
Management Discussion and Analysis
For the Six Months Ended January 31, 2025 and For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

On April 10, 2025, in connection with the Proposed Transaction, the Company completed the Concurrent Financing issuing 8,820,000 IDEX Subscription Receipts at a price of $0.50 per receipt, resulting in total gross proceeds of $4,410,000. These proceeds have been placed in Escrow and will be released upon satisfaction of conditions related to the Proposed Transaction. In connection with the closing of the Concurrent Financing, the Company paid finder's fees totaling $152,950 and issued 305,900 agent warrants.

FINANCIAL INSTRUMENTS

In the normal course of business, the Company is inherently exposed to certain financial risks, including market risk, credit risk and liquidity risk, through the use of financial instruments. The timeframe and manner in which the Company manages these risks varies based upon management's assessment of the risk and available alternatives for mitigating risk. The Company does not acquire or issue derivative financial instruments for trading or speculative purposes. All transactions undertaken are to support the Company's operations. These financial risks and the Company's exposure to these risks are provided in various tables in note 11 of our unaudited condensed consolidated interim financial statements for the six months ended January 31, 2025 and our audited consolidated financial statements for the years ended July 31, 2024 and 2023. For a discussion on the significant assumptions made in determining the fair value of financial instruments, refer also to note 2 of the audited consolidated financial statements for the years ended July 31, 2024 and 2023.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our financial statements requires management to use judgment and make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent liabilities at the date of the financial statements, and the reported amount of expenses during the period. Actual results could materially differ from these estimates. For a more detailed discussion of the critical accounting estimates and judgments, refer to note 2 of our annual audited financial statements for the years ended July 31, 2024, and 2023.

NEW ACCOUNTING STANDARDS

Certain new standards, interpretations, amendments, and improvements to existing standards were issued by the IASB or IFRIC, which are mandatory for accounting periods beginning on or after August 1, 2024. The Company does not expect that any new or amended standards or interpretations effective for annual periods beginning on or after August 1, 2024, will significantly impact the Company's results of operations or financial position.

OFF-BALANCE SHEET FINANCING ARRANGEMENTS

As of January 31, 2025, and the date of this MD&A, the Company did not have any off-balance sheet financing arrangements.

Page 17 of 18

IDEX Metals Corp.
Management Discussion and Analysis
For the Six Months Ended January 31, 2025 and For the Years Ended July 31, 2024 and 2023
(Expressed in Canadian Dollars)

OTHER MD&A REQUIREMENTS

Management's responsibility for financial statements

Management is responsible for the preparation and fair presentation of these 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.

FORWARD- LOOKING INFORMATION

This MD&A may contain forward-looking statements based on assumptions and judgments of management regarding events or results that may prove to be inaccurate as a result of exploration or other risk factors beyond its control. Actual results may differ materially from the expected results.

Except for statements of historical fact, this MD&A contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this MD&A includes, but is not limited to, statements with respect to future events and is subject to certain risks, uncertainties and assumptions. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made, which are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause results to differ materially from those expressed in the forward-looking statements include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions, including fluctuations in commodity prices; governmental regulation of the mining industry, including environmental regulation; geological, technical and drilling problems; unanticipated operating events; competition for and/or inability to retain drilling rigs and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for commodities; liabilities inherent in mining operations; changes in tax laws and incentive programs relating to the mining industry; and the other factors described herein under "Risks and Uncertainties" as well as in our public filings available at www.sedarplus.ca. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

RISKS AND UNCERTAINTIES

The Company is in the business of acquiring and exploring mineral properties. It is exposed to a number of risks and uncertainties that are common to other mineral exploration companies in the same business. The industry is capital intensive at all stages and is subjected to variations in commodity prices, market sentiment, exchange rates for currency, inflations and other risks. The Company currently has no source of revenue other than interest income. The Company will rely mainly on equity financing to fund exploration activities on its mineral properties.

Page 18 of 18

H-1

SCHEDULE "H"

Pro forma condensed Statement of Financial Position as at January 31, 2025

See attached document

Goodbridge Capital Corp.

Pro forma Consolidated Financial Statements

(Unaudited - Prepared by Management Goodbridge Capital Corp.)
JANUARY 31, 2025

(Expressed in Canadian dollars)

GOODBRIDGE CAPITAL CORP.

THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

AS AT JANUARY 31, 2025

(EXPRESSED IN CANADIAN DOLLARS)

	Goodbridge Capital Corp. December 31		IDEX Metals Corp. January 31		Pro forma Goodbridge Capital Corp. (Consolidated)
	As at	2024 $	2025 $	Note $
ASSETS
Current assets
Cash and cash equivalents		85,061	36,875	(100,000) (d)	4,901,986
				4,257,050 (e)
				558,000 (f)
				65,000 (g)
Marketable securities		-	29,440	-	29,440
Goods and services tax receivable		-	10,439	-	10,439
Prepaid expenses		-	6,842	-	6,842
		85,061	83,596	4,780,050	4,948,707
Non-current assets
Investments		-	140,058	-	140,058
Reclamation deposits		-	7,243	-	7,243
Exploration and evaluation assets		-	847,330	-	847,330
		-	994,631	-	994,631
TOTAL ASSETS		85,061	1,078,227	4,780,050	5,943,338
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities		42,454	433,496	-	475,950
Promissory notes		-	306,476	-	306,476
TOTAL LIABILITIES		42,454	739,972	-	782,426
EQUITY
Share capital		230,253	2,815,994	(230,253) (a)	8,316,805
				680,333 (d)
				4,175,506 (e)
				535,608 (f)
				109,364 (g)
Stock options reserve		23,335	238,231	(23,335) (b)	245,495
				51,628 (d)
				(44,364) (g)
Restricted share unit reserve		-	465,000	500,000 (h)	965,000
Warrants reserve		15,802	10,256	(15,802) (b)	139,310
				25,118 (d)
				81,544 (e)
				22,392 (f)
Accumulated deficit		(226,783)	(3,240,169)	226,783 (c)	(4,554,641)
				(814,472) (d)
				(500,000) (h)
Accumulated other comprehensive income		-	48,943	-	48,943
TOTAL EQUITY		42,607	338,255	4,780,050	5,160,912
TOTAL EQUITY AND LIABILITIES		85,061	1,078,227	4,780,050	5,943,338

GOODBRIDGE CAPITAL CORP.

NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

AS AT JANUARY 31, 2025

(EXPRESSED IN CANADIAN DOLLARS)

1. DESCRIPTION OF BUSINESS

The accompanying unaudited pro forma consolidated financial statements of Goodbridge Capital Corp. ("Goodbridge" or the "Company") have been prepared to give effect to a transaction between Goodbridge and IDEX Metals Corp. ("IDEX").

Goodbridge was incorporated pursuant to the provisions of the Business Corporations Act (British Colombia) on February 7, 2022. The Company carries on business as a "Capital Pool Corporation" ("CPC"), as such term is defined in TSX Venture Exchange Inc. (the "Exchange") Policy 2.4 Capital Pool Companies ("Policy 2.4"). On February 24, 2023, the Company started trading on the TSXV under the symbol "GODB.P".

IDEX is a Canadian exploration stage mining company which is focused on the exploration of minerals and precious gems in the United States. The Company is in the process of exploring its resource properties and has not yet determined whether these interests contain mineral reserves that are economically recoverable.

2. SIGNIFICANT ACCOUNTING POLICIES

These unaudited pro forma consolidated financial statements have been compiled using the significant accounting policy information as set out in the audited consolidated financial statements of IDEX as of July 31, 2024. Management has determined that no material pro forma adjustments are necessary to conform the Company's accounting policies to the accounting policies used by IDEX in the preparation of its audited financial statements.

3. BASIS OF PRESENTATION

The unaudited pro forma consolidated financial statements of Goodbridge have been prepared by management of Goodbridge for inclusion in the information circular in connection with the proposed transaction described in Note 4, as of January 31, 2025.

The pro forma consolidated financial statements of Goodbridge have been compiled from the following financial statements:

The unaudited financial statements of Goodbridge as at and for the nine months ended December 31, 2024; and
The unaudited financial statements of IDEX as at and for the six months ended January 31, 2025.

These unaudited pro forma consolidated financial statements are not necessarily indicative of the Company's financial position on closing of the proposed transaction. In preparing these unaudited pro forma consolidated financial statements, no adjustments have been made to reflect additional costs or savings that could result from the transaction described in Note 4. Actual amounts recorded upon approval of the transaction will likely differ from those recorded in the unaudited pro forma consolidated financial statements.

GOODBRIDGE CAPITAL CORP.

NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

AS AT JANUARY 31, 2025

(EXPRESSED IN CANADIAN DOLLARS)

3. BASIS OF PRESENTATION (CONTINUED)

The accompanying unaudited pro forma consolidated financial statements of the Company have been prepared by management from information derived from the financial statements, which were prepared in accordance with IFRS Accounting Standards ("IFRS"), of the Company and IDEX to show effect of the proposed transaction as discussed in Note 4.

The unaudited pro forma consolidated financial statements should be read in conjunction with the following:

The unaudited financial statements of Goodbridge as at and for the nine months ended December 31, 2024;
The audited financial statements of Goodbridge as at and for the year ended March 31, 2024;
The unaudited financial statements of IDEX as at and for the six months ended January 31, 2025; and
The audited financial statements of IDEX as at and for the year ended July 31, 2024.

4. PROPOSED TRANSACTION

On May 27, 2024, the Company entered into a letter of intent (the "Letter of Intent") with IDEX, intending the acquisition to constitute its Qualifying Transaction (the "Qualifying Transaction") under the policies of the TSX Venture Exchange. On November 28, 2024, the parties entered into an amalgamation agreement which superseded the Letter of Intent. This is to effect a business combination between Goodbridge and IDEX (the "Proposed Transaction"). The Proposed Transaction will result in a reverse takeover ("RTO") of Goodbridge by IDEX and IDEX's shareholders.

On or immediately prior to the completion of the Proposed Transaction, it is anticipated that:

a) Goodbridge will implement a share consolidation, resulting in one post-consolidation common share ("Goodbridge New Share") for every three pre-consolidation common shares;

b) IDEX's shareholders will receive one Goodbridge New Share for each IDEX common share they hold at the date of completion (the "Exchange Ratio"); and

c) All existing securities convertible into IDEX common shares will be exchanged, based on the Exchange Ratio, for similar securities to purchase Goodbridge New Shares on substantially similar terms and conditions.

In connection with the Transaction, the parties will complete the financing as follows:

IDEX Financing: IDEX will issue 8,820,000 subscription receipts ("IDEX Subscription Receipts") at a price of $0.50 per IDEX Subscription Receipt, for total gross proceeds of up to $4,410,000. Each IDEX Subscription Receipt will be convertible into one unit, consisting of one IDEX Share and one-half of an IDEX Warrant.

In connection with the IDEX Financing, IDEX will pay finder's fees totaling $152,950 in cash and issue 305,900 agent's warrants ("IDEX Agent's Warrants"). Each IDEX Agent's Warrant will entitle the holder to purchase one Resulting Issuer Share at a price of $0.50 per Resulting Issuer Share for a period of 24 months from the date of issuance.

The IDEX Financing was completed on April 10, 2025.

GOODBRIDGE CAPITAL CORP.

NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

AS AT JANUARY 31, 2025

(EXPRESSED IN CANADIAN DOLLARS)

Goodbridge Financing: Goodbridge will issue 1,200,000 units ("Goodbridge Units") at a price of $0.50 per Goodbridge Unit, for total gross proceeds of up to $600,000. In connection with the Goodbridge Financing, Goodbridge will pay finder's fees totaling $42,000 in cash and issue 84,000 agent's warrants ("Goodbridge Agent's Warrants"). Each Goodbridge Agent's Warrant will entitle the holder to purchase one Resulting Issuer Share at a price of $0.50 per Resulting Issuer Share for a period of 24 months from the date of issuance.

The Goodbridge Financing is anticipated to be completed concurrently with the Transaction.

5. ACCOUNTING FOR RTO

Goodbridge does not meet the definition of a business, nor does this transaction meet the definition of a business combination under IFRS 3. The acquisition of IDEX by Goodbridge constitutes a reverse asset acquisition, where the purchase of Goodbridge's net assets is considered an equity-settled share-based payment under IFRS 2 (Share-based Payment) by IDEX. As a result of the transaction, the pro forma financial statements have been adjusted to eliminate Goodbridge's equity balances.

Please refer to Note 6(d) for the pro forma RTO adjustment and calculation of the listing expense.

The pro forma adjustments and allocations of the estimated consideration transferred are based, in part, on estimates of the fair value of assets to be acquired and liabilities to be assumed. The final determination of the consideration transferred and the related allocation of the fair value of the Company's net assets to be acquired pursuant to the Proposed Transaction will ultimately be made after the closing of the transactions.

6. PRO FORMA ASSUMPTIONS AND ADJUSTMENTS

a) A reduction in share capital of $230,253 to eliminate Goodbridge's historical share capital.
b) A reduction of $15,802 in warrant reserves and $23,335 in stock options reserves to eliminate Goodbridge's historical reserve balances.
c) An adjustment of $226,783 to eliminate Goodbridge's historical deficit.
d) Based on Goodbridge's financial statements for the nine months ended December 31, 2024, IDEX will be acquiring net assets with an estimated fair market value as follows:

	$
Consideration transferred
1,360,666 shares a fair value of $0.50 per share	680,333
69,400 warrants (1)	25,118
136,067 options (2)	51,628
	757,079
Cash	85,061
Accounts payable and accrued liabilities	(42,454)
Listing expenses	714,472
	757,079

GOODBRIDGE CAPITAL CORP.

NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

AS AT JANUARY 31, 2025

(EXPRESSED IN CANADIAN DOLLARS)

(1) Valued using the Black-Scholes Option Pricing Model using risk-free interest rate of 2.69%, expected annual volatility of 100%, expected life of 3.06 years and share price of $0.50.

(2) Valued using the Black-Scholes Option Pricing Model using risk-free interest rate of 2.68%, expected annual volatility of 100%, expected life of 2.70 years and share price of $0.50.

In addition, the $100,000 transaction costs associated with the Transaction were recorded as part of the Transaction and allocated to the pro forma consolidated accumulated deficit.

e) To record the $4,410,000 gross proceeds from the IDEX Financing, net of cash paid for finders' fees of $152,950 and 305,900 IDEX Agent's Warrants with a fair value of $81,544. The fair value of the IDEX Agent's Warrants was determined using the Black-Scholes Option Pricing Model with a risk-free interest rate of 2.66%, expected annual volatility of 100%, expected life of 2 years, and a share price of $0.50.

f) To record the $600,000 gross proceeds from the Goodbridge Financing, net of cash paid for finders' fees of $42,000 and 84,000 Goodbridge Agent's Warrants with a fair value of $22,392. The fair value of the Goodbridge Agent's Warrants was determined using the Black-Scholes Option Pricing Model with a risk-free interest rate of 2.66%, expected annual volatility of 100%, expected life of 2 years, and a share price of $0.50.

g) To record the issuance of 1,300,000 common shares of IDEX upon the exercise of stock options by IDEX option holders subsequent to January 31, 2025, recognizing proceeds of $65,000. Additionally, the grant-date fair value of $44,364 associated with the exercised options are reclassified from the stock option reserve to share capital.

h) To record the issuance of 1,000,000 restricted share units ("RSUs") by IDEX, with a fair value of $500,000, subsequent to January 31, 2025.

7. PRO FORMA SHARE CAPITAL

Shares in the unaudited pro forma consolidated financial statements are comprised of the following:

	Note	Number of shares	Share capital ($)
Goodbridge Capital Corp.'s common shares outstanding - January 31, 2025 post 1 for 3 consolidation of Goodbridge Capital Corp.'s shares		1,360,666	230,253
Reverse takeover adjustment - Goodbridge Capital Corp.'s common shares	6(a)	-	(230,253)
Common shares issued to IDEX Metals Corp.'s shareholders	6(d)	36,192,113	2,925,358
Consideration transferred to shareholders of IDEX Metals Corp.	6(d)	-	680,333
Common shares issued in private placement	6(e)	8,820,000	4,410,000
Finders' fees paid in cash	6(e)	-	(152,950)
Fair value of Finders' Warrants	6(e)	-	(81,544)
Common shares issued in private placement	6(f)	1,200,000	600,000
Finders' fees paid in cash	6(f)	-	(42,000)
Fair value of Finders' Warrants	6(f)	-	(22,392)
Pro forma consolidated share capital		47,572,779	8,316,805

AI assistant

IDEX Metals Corp. — M&A Activity 2025

48370_rns_2025-05-22_17f96180-5d0d-41c0-81d8-3ab8d340ddf2.pdf

TABLE OF CONTENTS

THE TRANSACTION ... 49

THE CONCURRENT FINANCINGS ... 52

INFORMATION CONCERNING THE RESULTING ISSUER ... 53

GENERAL MATTERS ... 74

GLOSSARY OF TERMS

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

SUMMARY

The Issuer

Summary of Qualifying Transaction

Concurrent Financings

Arm’s Length Transaction

Directors and Management

IDEX

The Freeze Project

The Amie Project

Reason for the Transaction

Approval of Directors

Interests of Insiders, Promoters or Control Persons

Available Funds

Use of Available Funds

Selected Pro Forma Consolidated Information

Market for Securities

Conflicts of Interest

Sponsor for the Qualifying Transaction

Exchange Approval

Interests of Experts

Risk Factors

Currency

RISK FACTORS

Governmental Regulations

Regulatory Requirements

Environmental Risks

Substantial Capital Requirements and Liquidity

Mineral exploration is speculative and uncertain and involves a high degree of risk

Mineral Resources and Reserves

Dependence on the IDEX Material Projects

Community Groups

Infrastructure

Development and Operating Risks

Reliance on Management and Dependence on Key Personnel

Health and Safety Risks

Limited Operating History and Lack of Profits

Fluctuating Mineral Prices

Currency Fluctuations

Competition

Conflicts of Interest

Uninsurable Risks

Litigation

Dividends

INFORMATION CONCERNING THE ISSUER

Corporate Structure

General Development of the Business

Financial Information and Management's Discussion and Analysis

Description of the Securities

Stock Option Plan

Agent's Options

Prior Sales

Stock Exchange Price

Arm’s Length Transaction

Legal Proceedings

Auditor, Transfer Agent and Registrar

Auditor

Transfer Agent and Registrar

Material Contracts

INFORMATION CONCERNING IDEX

Corporate Structure

Name and Incorporation

Intercorporate Relationships

General Development of the Business of IDEX

Three Year History

Freeze Project

Property Description and Location

Geology and Mineralization

History

Exploration

Sample Preparation, Analyses and Security

IDEX Metals Corp. M&A Activity 2025