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Lithos Group — Interim / Quarterly Report 2026
Apr 2, 2026
46827_rns_2026-04-01_2822d92b-29c9-4888-ab9a-ac35d620106e.pdf
Interim / Quarterly Report
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LITHOS GROUP LTD.
Condensed Interim Consolidated Financial Statements
Three and Nine Months Ended January 31, 2026 and 2025
(Unaudited)
NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS
Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The accompanying unaudited interim condensed consolidated interim financial statements of the Company for the three and nine months ended January 31, 2026, have been prepared by and are the responsibility of the Company's management.
The Company's independent auditor has not performed a review of these condensed consolidated interim financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.
Lithos Group Ltd.
Condensed Consolidated Interim Statements of Financial Position
(Stated in Canadian Dollars)
(Unaudited)
| Notes | January 31, 2026 | April 30, 2025 | |
|---|---|---|---|
| ASSETS | |||
| Current assets | |||
| Cash | $ - | $ 21,197 | |
| GST receivable | 13,281 | 6,839 | |
| Prepaid expenses | - | 15,751 | |
| Total current assets | 13,281 | 43,787 | |
| Property, plant and equipment | 5 | 973,540 | 1,063,622 |
| TOTAL ASSETS | $ 986,821 | $ 1,107,409 | |
| LIABILITIES AND EQUITY | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | $ 1,904,292 | $ 1,870,200 | |
| Deferred grant liability | 6 | 595,533 | 595,533 |
| Notes payable | 7 | 997,271 | 929,491 |
| Loans payable | 8 | 33,650 | - |
| Derivative liability | 7 | 6,590 | 9,892 |
| Total current liabilities | 3,537,336 | 3,405,116 | |
| Shareholders' Equity (Deficiency) | |||
| Share capital | 9 | 36,905,301 | 36,905,301 |
| Reserves | 827,937 | 814,672 | |
| Accumulated other comprehensive loss | 408,088 | 403,183 | |
| Deficit | (40,691,841) | (40,420,863) | |
| Total shareholders' equity (deficit) | (2,550,515) | (2,297,707) | |
| TOTAL LIABILITIES AND EQUITY (DEFICIENCY) | $ 986,821 | $ 1,107,409 | |
| Nature of operations | 1 | ||
| Going concern | 2 |
Approved on behalf of the Board of Directors:
"Scott Taylor"
Scott Taylor, Director
"Michael Westlake"
Michael Westlake, Director
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Lithos Group Ltd.
Condensed Consolidated Interim Statements of Earnings (Loss) and Comprehensive Earnings (Loss)
(Stated in Canadian Dollars)
(Unaudited)
| Notes | Three months ended January 31, | Nine months ended January 31, | |||
|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | ||
| Expenses | |||||
| Business development | $ - | $ 1,966 | $ - | $ 116,338 | |
| Consulting fees | (8,308) | 208,961 | - | 846,751 | |
| Depreciation | 5 | 30,000 | 366,750 | 90,082 | 2,716,594 |
| Filing fees and shareholder information | 12,822 | 11,215 | 30,801 | 101,096 | |
| Interest and finance fees | 7,8 | (30,520) | - | 86,694 | 322,688 |
| Investor relations | - | - | - | 50,791 | |
| Office and general | 18,846 | (19,907) | 29,469 | 146,322 | |
| Professional fees | 1,225 | 51,231 | 40,828 | 241,451 | |
| Rent | - | 10,526 | - | 39,127 | |
| Travel | - | 513 | - | 19,586 | |
| Salaries and benefits | 416 | 6,670 | 6,189 | 157,207 | |
| Share-based payments | 9 | (13,428) | 291,792 | 13,265 | 2,299,022 |
| Loss before other items | (11,053) | (929,717) | (297,328) | (7,056,973) | |
| Other items | |||||
| Foreign exchange gain (loss) | 33,150 | (3,346) | 23,048 | (23,927) | |
| Change in fair value of derivative | 5,468 | - | 3,302 | 284,478 | |
| Gain on settlement of debt | - | - | - | 211,942 | |
| Grant income | - | - | - | 453,553 | |
| Net earnings (loss) | 27,565 | (933,063) | (270,978) | (6,130,927) | |
| Other comprehensive income (loss) | (2,857) | - | 4,905 | (71,200) | |
| Earnings (loss) and comprehensive earnings (loss) for the period | $ 24,708 | $ (933,063) | $ (266,073) | $ (6,202,127) | |
| Basic and diluted loss per share | $ 0.00 | $ (0.11) | $ (0.03) | $ (0.73) | |
| Weighted average number of common shares outstanding | 9,106,722 | 8,461,404 | 9,106,722 | 8,461,104 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Lithos Group Ltd.
Condensed Consolidated Interim Statements of Changes in Equity (Deficit)
(Stated in Canadian Dollars)
(Unaudited)
| Share Capital | Reserves | AOCL | Deficit | Total | ||
|---|---|---|---|---|---|---|
| Number | Amount | |||||
| Balance at April 30, 2025 | 9,106,722 | $ 36,905,301 | $ 814,672 | $ 403,183 | $(40,420,863) | $(2,297,707) |
| Share-based payments | - | - | 13,265 | - | - | 13,265 |
| Foreign currency translation adjustment | - | - | - | 4,905 | - | 4,905 |
| Loss for the period | - | - | - | - | (270,978) | (270,978) |
| Balance at January 31, 2026 | 9,106,722 | $ 36,905,301 | $ 827,937 | $ 408,088 | $(40,691,841) | $(2,550,515) |
| Share Capital | Reserves | AOCL(I) | Deficit | Total | ||
| --- | --- | --- | --- | --- | --- | --- |
| Number | Amount | |||||
| Balance at April 30, 2024 | 8,453,817 | $ 36,766,312 | $ 1,578,335 | $ 297,855 | $(15,330,899) | $ 23,311,603 |
| Exercise of warrants | 7,959 | 10,000 | - | - | - | 10,000 |
| Share-based payments | - | - | 2,299,022 | - | - | 2,299,022 |
| Foreign currency translation adjustment | - | - | - | (369,055) | - | (369,055) |
| Loss for the period | - | - | - | - | (6,130,927) | (6,130,927) |
| Balance at January 31, 2025 | 8,461,776 | $ 36,776,312 | $ 3,877,357 | $ (71,200) | $(21,461,826) | $ 19,120,643 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Lithos Group Ltd.
Condensed Consolidated Interim Statements of Cash Flows
(Stated in Canadian Dollars)
(Unaudited)
| Nine months ended January 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Operating Activities | ||
| Earnings (loss) for the period | $ (270,978) | $ (6,130,927) |
| Items not involving cash: | ||
| Accretion | - | (20,882) |
| Depreciation | 90,082 | 2,716,594 |
| Share-based payments | 13,265 | 2,299,022 |
| Gain on settlement of debt | - | (211,942) |
| Accretion on notes payable | - | 266,775 |
| Interest accrued on notes and loans payable | 86,694 | 56,877 |
| Change in fair value of derivative | (3,302) | (284,478) |
| Changes in non-cash working capital items: | ||
| GST receivable | (6,442) | 68,034 |
| Prepaid expenses | 15,751 | 54,209 |
| Accounts payable and accrued liabilities | 34,092 | 547,096 |
| Net cash used in operating activities | (40,838) | (639,622) |
| Financing Activities | ||
| Proceeds from loans payable | 33,650 | - |
| Proceeds from government grants | - | 686,122 |
| Expenditures under government grants | - | (674,709) |
| Proceeds from exercise of warrants | - | 10,000 |
| Net cash provided by financing activities | 33,650 | 21,413 |
| Investing Activities | ||
| Purchase of property, plant and equipment | - | (19,859) |
| Net cash provided by (used in) investing activities | - | (19,859) |
| Change in foreign exchange - cash and other | (14,009) | (2,711) |
| Change in cash during the period | (7,188) | (638,068) |
| Cash, beginning of period | 21,197 | 691,178 |
| Cash, end of period | $ - | $ 50,399 |
| Supplemental Cash Flow Information | ||
| Income taxes paid | $ - | $ - |
| Interest paid (received) | $ - | $ - |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
LITHOS GROUP LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Nine Months Ended January 31, 2026 and 2025
(Expressed in Canadian Dollars, unless otherwise stated)
(Unaudited)
- NATURE OF OPERATIONS
Lithos Group Ltd. (the "Company" or "Lithos") was incorporated as NY85 Capital Inc. under the Business Corporations Act on October 22, 2010 in the province of British Columbia. On October 1, 2012, the shareholders of the Company approved the name change from NY85 Capital Inc. to Alchemist Mining Inc. On August 15, 2023, the Company changed its name to Lithos Energy Ltd. On December 8, 2023, the Company de-listed from the Canadian Securities Exchange ("CSE") and commenced trading on Cboe Canada ("Cboe") under the ticker symbol 'LITS'. On January 24, 2024, the Company changed its name from "Lithos Energy Ltd." to "Lithos Group Ltd." On April 7, 2025, the Company delisted from the Cboe and re-listed on the CSE. The common shares of the Company are listed for trading under the symbol 'LITS'. The Company's head office is located at Suite 2380 - 1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9.
On August 4, 2023, the Company acquired all of the issued and outstanding common shares of Aqueous Resources LLC ("Aqueous"), a private entity located in Denver, Colorado, by issuing 1,750,000 common shares. Aqueous is the sole owner of patented technology for electro-pressure membrane process and method for recovery and concentration of lithium chloride from aqueous sources. The acquisition of Aqueous was accounted for as an asset acquisition.
On May 13, 2025, the Company consolidated its shares on a basis of 10 old shares for 1 new share. The share consolidation has been reflected retrospectively in these condensed consolidated interim financial statements.
- GOING CONCERN
These condensed consolidated interim financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.
During the nine months ended January 31, 2026, the Company incurred a net loss of $270,978 (2025 - $6,130,927). As at January 31, 2026, the Company has an accumulated deficit of $40,691,841 (April 30, 2025 - $40,420,863) and a working capital deficiency of $3,524,055 (April 30, 2025 - $3,361,329). These factors indicate the existence of a material uncertainty that may raise significant doubt about the Company's ability to continue as a going concern.
The application of the going concern concept is dependent upon the Company's ability to satisfy its liabilities as they become due and to obtain the necessary financing to complete the development of its technologies and the attainment of profitable operations. Management is actively engaged in seeking to raise the necessary capital to meet its funding requirements. There can be no assurance that management's plan will be successful. If the going concern assumption were not appropriate for these consolidated financial statements, then adjustments may be necessary in the carrying values of assets and liabilities, the reported expenses and the consolidated statement of financial position classifications used. Such adjustments could be material.
LITHOS GROUP LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Nine Months Ended January 31, 2026 and 2025
(Expressed in Canadian Dollars, unless otherwise stated)
(Unaudited)
3. BASIS OF PRESENTATION
Approval of the financial statements
These condensed consolidated interim financial statements for the three and nine months ended January 31, 2026 were reviewed by the Audit Committee and approved and authorized for issue on March 31, 2026 by the Board of Directors of the Company.
Statement of compliance
These condensed consolidated interim financial statements are unaudited and have been prepared in accordance with IAS 34, Interim Financial Reporting (“IAS 34”) using accounting policies consistent with IFRS Accounting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).
Basis of preparation
These condensed consolidated interim financial statements have been prepared on the basis of accounting policies and methods of computation consistent with those applied in the Company’s April 30, 2025 annual financial statements.
The preparation of interim financial statements in conformity with IAS 34 requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. These condensed consolidated interim financial statements do not include all of the information required for full annual financial statements. Accordingly, these condensed consolidated interim financial statements should be read in conjunction with the Company’s last annual financial statements as at and for the year ended April 30, 2025 and filed on www.sedarplus.ca.
These condensed consolidated interim financial statements, including comparatives, have been prepared on the basis of IFRS standards that are published and effective at the time of preparation.
These condensed consolidated interim financial statements are presented in Canadian dollars, which is also the Company’s and its Canadian subsidiaries’ functional currency. Aqueous Resources LLC, Lithos Alabama LLC, and Lithos Technology LLC functional currency is the US dollar (“USD”). These condensed consolidated interim financial statements have been prepared on a historical cost basis, except for certain financial assets and financial liabilities measured at fair value.
LITHOS GROUP LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Nine Months Ended January 31, 2026 and 2025
(Expressed in Canadian Dollars, unless otherwise stated)
(Unaudited)
3. BASIS OF PRESENTATION (cont'd)
Basis of consolidation
These condensed consolidated interim financial statements include the accounts of the Company and its controlled entities. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. All significant intercompany transactions and balances have been eliminated on consolidation.
| Country of incorporation | Percentage owned | ||
|---|---|---|---|
| January 31, 2026 | April 30, 2025 | ||
| 1282112 B.C. Ltd. | Canada | Dissolved | 100% |
| Aqueous Resources LLC | USA | 100% | 100% |
| Iron Forge Holdings (I) Ltd. | Canada | 100% | 100% |
| Lithos Technology Corp. | Canada | Dissolved | 100% |
| Lithos Technology LLC | USA | Dissolved | 100% |
| Lithos Alabama LLC | USA | Dissolved | 100% |
4. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Financial instruments are agreements between two parties that result in promises to pay or receive cash or equity instruments. The carrying values of these instruments approximate their fair values due to their short term to maturity.
Fair value measurements of financial instruments are required to be classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The levels of the fair value hierarchy are defined as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Inputs for assets or liabilities that are not based on observable market data.
The Company's financial instruments classified as Level 1 in the fair value hierarchy include cash. The Company has recorded its derivative liability as a level 2 financial instrument. The carrying values of the Company's accounts payable and accrued liabilities, and notes payable approximate their fair values due to the short-term maturity of these instruments.
The Company has exposure to the following risks from its use of financial instruments:
- Credit risk;
- Liquidity risk; and
- Market risk.
LITHOS GROUP LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Nine Months Ended January 31, 2026 and 2025
(Expressed in Canadian Dollars, unless otherwise stated)
(Unaudited)
4. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (cont'd)
Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company manages credit risk, in respect of cash, by placing cash at major financial institutions in Canada and the United States. The Company's credit risk is limited to its cash balance.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquid funds to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
The current contractual financial liabilities of the Company as of January 31, 2026, included $1,904,292 (April 30, 2025 - $1,870,200) in accounts payable and accrued liabilities; $997,271 (April 30, 2025 - $929,491) in notes payable; and $33,650 (April 30, 2025 - $nil) in loans payable. The majority of the monetary current liabilities are due within 90 days of January 31, 2026. The Company continues to seek additional sources of capital through financing opportunities.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return on capital.
The parent Company's functional currency is the Canadian dollar. The Company is subject to foreign exchange risk as it incurs some transactions denominated in USD. The Company's operations have been significantly curtailed in fiscal 2026 and the number of USD denominated transactions are very few. The Company does not engage in any hedging activities to reduce its foreign currency risk.
As at January 31, 2026, the Company is not exposed to significant price or interest rate risk.
LITHOS GROUP LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Nine Months Ended January 31, 2026 and 2025
(Expressed in Canadian Dollars, unless otherwise stated)
(Unaudited)
5. PROPERTY, PLANT AND EQUIPMENT
| Cost | Pilot plant equipment |
|---|---|
| Balance at April 30, 2025 and January 31, 2026 | $ 1,201,820 |
| Accumulated depreciation | |
| Balance at April 30, 2025 | $ 138,198 |
| Deprection | 90,082 |
| Balance at January 31, 2026 | $ 228,280 |
| Net Book Value at April 30, 2025 | $ 1,063,622 |
| Net Book Value at January 31, 2026 | $ 973,540 |
6. DEFERRED GRANTS
Office of Economic Development and International Trade Grant
In June 2023, the Company's subsidiary, Aqueous, was awarded a definitive contract for up to US $250,000 by the Colorado Global Business Development division of the Office of Economic Development and International Trade ("OEDIT"). This grant supports businesses commercializing innovative and disruptive technologies in the advanced industries that will be created or manufactured in Colorado.
During the nine months ended January 31, 2026, the Company received $nil (2025 - US$175,322) in grant funding under the program.
Department of Energy Grant
In October 2023, Aqueous was awarded a grant by the U.S. Department of Energy (the "DOE") of up to US$1,300,000. The DOE funds projects for leading small businesses to pursue scientific, clean energy, and climate research, development, and demonstration projects.
During the nine months ended January 31, 2026, the Company received $nil (2025 - US$320,001) in grant funding under the program.
During the nine months ended January 31, 2026, a total of $nil (2025 - $360,512) was recorded as deferred grant liability for the funds used to purchase capital assets.
LITHOS GROUP LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Nine Months Ended January 31, 2026 and 2025
(Expressed in Canadian Dollars, unless otherwise stated)
(Unaudited)
7. NOTES PAYABLE
On November 3, 2023 the Company completed a non-brokered private placement pursuant to which it issued 550 non-convertible note units (the "Notes") for gross proceeds of USD $550,000 ($752,565). The Notes were priced at US$1,000 each and had 181.8 share purchase warrants attached, for a total of 99,990 share purchase warrants. The Notes had a term of 91 days and bear interest at the rate of 15% per annum payable on maturity. Each warrant entitles the holder thereof to acquire one common share each of the Company at a price of USD$0.55 per warrant for a period of five years from closing. Subsequent to their issuances, the Company extended the maturity date of the notes to June 30, 2024 and again to December 30, 2024. As at January 31, 2026, the notes are overdue.
The warrants attached to the Notes are exercisable in USD which differs from the functional currency of the Company. As a result, the warrants are classified as a financial liability on the consolidated statements of financial position as an embedded derivative. The embedded derivative is initially measured at fair value and re-measured at each period end, with movements recorded as a gain or loss (change in fair value of derivative) on the consolidated statements of loss and comprehensive loss. On initial recognition, the difference between the fair value of the derivative component and the face value of the loan is allocated to the loan liability component.
As a result, the recorded liability to repay the loan is lower than its face value. The debt component is accreted up to its face value over the term using the effective interest rate method.
Upon initial recognition on November 3, 2023, the fair value of the derivative was determined to be $488,388 using the Black Scholes Option Pricing Model to fair value the warrant component. The following assumptions were used in determining fair value: risk-free interest rate of 3.78%; time to maturity of 5 years; and a volatility rate of 108.34%.
As at January 31, 2026, the adjusted fair value of the derivative was determined to be $6,590. The fair value was determined using the Black-Scholes Option Pricing Model with the following assumptions: risk-free interest rate of 2.47%; time to maturity of 2.76 years; a volatility rate of 203.8%; and a dividend yield of 0%.
A reconciliation of the notes payable as January 31, 2026 is as follows:
| Liability Component | Derivative Component | Total | |
|---|---|---|---|
| Balance at April 30, 2025 | $ 929,491 | $ 9,892 | $ 939,383 |
| Interest expense | 86,276 | - | 86,276 |
| Foreign exchange | (18,496) | - | (18,496) |
| Change in fair value of derivative | - | (3,302) | (3,302) |
| Balance at January 31, 2026 | $ 997,271 | $ 6,590 | $ 1,003,861 |
LITHOS GROUP LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Nine Months Ended January 31, 2026 and 2025
(Expressed in Canadian Dollars, unless otherwise stated)
(Unaudited)
8. LOANS PAYABLE
During the nine months ended January 31, 2026, the Company entered into a debt financing agreement whereby a third party (the "Lender") has agreed to advance the Company up to $100,000 at the sole discretion of the Lender. The loans bear interest at 7.5% per annum, are due on demand, provided such demand is not made prior to the earlier of i) six months from the date of the first advance; and ii) the Company having raised sufficient funds through an equity offering to repay the loans, and are unsecured. The Company may repay the loans, in whole or in part, at any time and from time to time.
9. SHARE CAPITAL
Authorized
Unlimited number of common shares without par value.
Issued
No common shares were issued in the nine months ended January 31, 2026.
The Company issued the following common shares during the year ended April 30, 2025:
On May 6, 2024, the Company issued 2,959 common shares for warrants with an exercise price of $2.00 per warrant for total gross proceeds of $5,919 which was received during the prior year.
On May 16, 2024, the Company issued 5,000 common shares for warrants with an exercise price of $2.00 per warrant for total gross proceeds of $10,000.
On April 28, 2025, the Company issued 644,946 common shares with a fair value of $128,989 to settle current liabilities of $494,109. The Company recognized a gain on the settlement of $365,120, of which $233,015 was recognized in equity for those individuals acting in the capacity of shareholders, and the remaining $132,106 was recognized in the consolidated statement of loss and comprehensive loss.
Equity incentive plan
The Company adopted its Omnibus Equity Incentive Plan (the "Omnibus Plan") on November 22, 2022. The Omnibus Plan provides flexibility to the Company to grant equity-based incentive awards in the form of stock options, restricted share units (each, a "RSU"), performance share units (each, a "PSU") and deferred share units (each, a "PSU") to directors, officers, employees, and consultants of the Company. The purpose of the Omnibus Plan is to, among other things, provide the Company with a share related mechanism to attract, retain and motivate qualified directors, officers, employees and consultants of the Company and to reward such of those directors, officers, employees and consultants for their contributions toward the long-term goals and success of the Company and to enable and encourage such directors, employees and consultants to acquire Shares as long-term investments and proprietary interests in the Company.
LITHOS GROUP LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Nine Months Ended January 31, 2026 and 2025
(Expressed in Canadian Dollars, unless otherwise stated)
(Unaudited)
9. SHARE CAPITAL (cont'd)
The Omnibus Plan is a rolling plan which, subject to the adjustment provisions provided for therein (including a subdivision or consolidation of Common Shares), provides that the aggregate maximum number of Common Shares that may be issued upon the exercise or settlement of awards granted under the Omnibus Plan shall not exceed 20% of the Company's issued and outstanding common shares from time to time. The Omnibus Plan is considered an "evergreen" plan, since the common shares covered by awards which have been exercised, settled or terminated shall be available for subsequent grants under the Omnibus Plan and the number of awards available to grant increases as the number of issued and outstanding common shares increases.
Stock options
No stock options were granted during the nine months ended January 31, 2026 and there are no stock options outstanding as at January 31, 2026.
Restricted share units
RSUs are measured at their fair value on the date of grant based on the closing price of the Company's common shares on the date prior to the grant and are recognized as share-based payments over the vesting period, with a corresponding credit to reserve for share-based payments.
During the year ended April 30, 2025, the Company granted 177,110 (2024 - 159,500) RSUs with a fair value of $347,074 (2024 - $958,950). The RSUs are subject to various vesting conditions and during the year ended April 30, 2025, the Company recognized share-based payments of $556,106 (2024 - $663,400). During the year ended April 30, 2025, 193,157 (2024 - nil) RSUs were forfeited or cancelled with a fair value of $684,789 (2024 - $nil). During the nine months ended January 31, 2026, 34,875 RSUs were forfeited or cancelled. Vested RSUs are convertible into common shares at the election of the holder.
| Grant date | Fair value | RSUs outstanding | RSUs exercisable |
|---|---|---|---|
| October 31, 2023 | $6.20 | 25,500 | 25,500 |
| January 29, 2024 | $6.30 | 28,000 | 28,000 |
| September 19, 2024 | $1.30 | 55,078 | 55,078 |
| Total | 108,578 | 108,578 |
LITHOS GROUP LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Nine Months Ended January 31, 2026 and 2025
(Expressed in Canadian Dollars, unless otherwise stated)
(Unaudited)
9. SHARE CAPITAL (cont'd)
Performance share units
PSUs are recorded at fair value based on the market price of the Company's common shares on the grant date and is recorded over the estimated vesting periods. During the year ended April 30, 2025, the Company granted 60,000 (2024 - 586,889) PSUs to officers, employees and consultants of the Company and 340,000 (2024 - nil) PSUs were forfeited. The PSUs granted had a fair value of $279,000 (2024 - $3,437,733) on the grant date. The PSUs are subject to certain vesting conditions, whereby 25% will vest upon each successful completion of an equity financing raising USD $5,000,000 or the Company earning USD $5,000,000 in sales revenues. Taking into account anticipated forfeitures, the likelihood of milestone conditions being met, and vesting periods, the Company recognized a reversal of $(392,346) (2024 - share-based payment of $392,346) during the year ended April 30, 2025, in share-based payments through the consolidated statements of loss and comprehensive loss, as the likelihood of vesting is remote. As at January 31, 2026, the total number of PSUs outstanding are 246,889 (April 30, 2025 - 306,889) and PSUs exercisable are nil.
Warrants
The continuity of warrant transactions during the nine months ended January 31, 2026 are summarized as follows:
| Nine months ended January 31, 2026 | ||
|---|---|---|
| Number of warrants | Weighted-average exercise price | |
| Balance, beginning of period | 1,346,068 | $ 3.10 |
| Expired | (1,041,952) | $ 2.00 |
| Balance, end of period | 304,116 | $ 7.49 |
As at January 31, 2026, the Company had the following warrants outstanding:
| Expiry Date | Warrants Outstanding | Exercise Price |
|---|---|---|
| June 8, 2026 | 40,371 | $1.45 |
| March 15, 2027 | 99,287 | $9.00 |
| April 15, 2027 | 64,468 | $9.00 |
| November 3, 2028 | 99,990 | USD 5.50 |
| 304,116 |
As at January 31, 2026, the weighted average remaining life of the warrants is 1.6 years.
LITHOS GROUP LTD.
Notes to the Condensed Interim Consolidated Financial Statements
Nine Months Ended January 31, 2026 and 2025
(Expressed in Canadian Dollars, unless otherwise stated)
(Unaudited)
10. RELATED PARTY TRANSACTIONS
Key management personnel compensation
The remuneration of the Company's officers, directors and other members of key management, who have the authority and responsibility for planning, directing and controlling the activities of the Company consists of the following amounts:
| January 31, 2026 | January 31, 2025 | |
|---|---|---|
| Accounting fees | $ 22,500 | $ 70,900 |
| Consulting fees | - | 305,777 |
| Salaries and wages | - | 112,288 |
| Share-based payments: | ||
| Stock options | - | 63,526 |
| PSU compensation expense | - | 1,558,180 |
| RSU compensation expense | 13,265 | 637,489 |
| $ 35,765 | $ 2,748,160 |
As at January 31, 2026, there was $1,214,260 (April 30, 2025 - $1,214,260) in unpaid consulting and professional fees, which was included in accounts payable and accrued liabilities. During the nine months ended January 31, 2026, $15,900 was advanced to the Company by management for working capital purposes. The amounts are unsecured, non-interest bearing and due on demand.
As at January 31, 2026, there was $nil (April 30, 2025 - $9,000) of prepaid expenses paid by the CEO.