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Newpath Resources Inc. — Interim / Quarterly Report 2026
Mar 31, 2026
45849_rns_2026-03-31_0033eaad-e2c1-4077-a03e-0c0715aa9f24.pdf
Interim / Quarterly Report
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Newpath Resources Inc.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2026 AND 2025
(Expressed in Canadian Dollars)
(Unaudited – Prepared by Management)
Page 2
NOTICE OF NO AUDIT OR REVIEW OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Under National Instrument 51-102, if an auditor has not performed a review of the interim financial statements they must be accompanied by a note indicating that the interim financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed consolidated interim financial statements have been prepared by and are the responsibility of the management. The Corporation's independent auditor has not performed a review of these condensed consolidated interim financial statements.
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Newpath Resources Inc.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian Dollars)
(Unaudited – Prepared by Management)
AS AT
| January 31, 2026 | April 30, 2025 | ||
|---|---|---|---|
| ASSETS | |||
| Current assets | |||
| Cash | $ | 15,014 | $ 142,429 |
| Marketable securities (Note 4) | - | 14,670 | |
| GST and HST receivable | 2,084 | 12,165 | |
| Prepaid expenses and deposits | 11,890 | 8,405 | |
| Total current assets | 28,988 | 177,669 | |
| Non-current assets | |||
| Exploration and evaluation assets (Note 5) | 65,739 | 16,806 | |
| Total assets | $ | 94,727 | $ 194,475 |
| LIABILITIES AND SHAREHOLDERS’ DEFICIENCY | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities (Note 6, 8) | $ | 2,207,371 | $ 1,682,456 |
| Flow-through liability (Note 7) | - | 4,776 | |
| Convertible debentures (Note 6) | 2,201,950 | 2,201,950 | |
| Total liabilities | 4,409,321 | 3,889,182 | |
| Shareholders’ deficiency | |||
| Share capital (Note 7) | 26,985,763 | 26,985,763 | |
| Reserves (Note 7) | 4,675,466 | 4,675,466 | |
| Deficit | (35,975,823) | (35,355,936) | |
| Total shareholders’ deficiency | (4,314,594) | (3,694,707) | |
| Total liabilities and shareholders’ deficiency | $ | 94,727 | $ 194,475 |
Nature of operations and going concern (Note 1)
Approved and authorized on behalf of the Board:
“Darren Collins” __, Director “Alex McAulay” __, Director
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Newpath Resources Inc.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Expressed in Canadian Dollars)
(Unaudited – Prepared by Management)
FOR THE THREE AND NINE MONTHS ENDED JANUARY 31,
| Three months ended January 31, | Nine months ended January 31, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| EXPENSES | ||||
| Consulting fees (Note 8) | $ 12,000 | $ 16,062 | $ 38,000 | $ 57,771 |
| Management fees (Note 8) | 20,278 | 25,712 | 76,558 | 63,106 |
| Marketing | 577 | 2,522 | 3,418 | 3,197 |
| Office and miscellaneous | 4,678 | 2,810 | 12,412 | 10,930 |
| Insurance expenses | 2,779 | 2,889 | 8,299 | 8,689 |
| Professional fees | 8,750 | 16,402 | 30,319 | 32,029 |
| Transfer agent and regulatory fees | 8,247 | 9,249 | 22,234 | 21,558 |
| Payroll expense (Note 8) | 20,280 | 21,602 | 60,840 | 62,162 |
| 77,589 | 97,248 | 252,080 | 259,442 | |
| OTHER INCOME (EXPENSES) | ||||
| Foreign exchange gain (loss) | 128 | (178) | (1,324) | (1,301) |
| Transaction costs on marketable securities (Note 4) | - | (6,942) | (280) | (9,699) |
| Gain (loss) on marketable securities (Note 4) | - | (12,450) | 7,335 | (86,537) |
| Impairment of exploration and evaluation assets (Note 5) | (1,553) | - | (28,656) | - |
| Interest expense (Note 6) | (116,553) | (116,553) | (349,658) | (344,285) |
| Flow-through premium liability recovery (Note 7) | - | 2,184 | 4,776 | 14,905 |
| Flow-through tax expense (Note 7) | - | - | - | (1,068) |
| Total other income (expenses) | (117,978) | (133,939) | (367,807) | (427,985) |
| Net loss and comprehensive loss | $ (195,567) | $ (231,187) | $ (619,887) | $ (687,427) |
| Loss per share | ||||
| Basic & diluted | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.03) |
| Weighted average shares outstanding | ||||
| Basic & diluted | 21,406,209 | 20,380,568 | 21,406,209 | 20,040,546 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Page 4
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Newpath Resources Inc.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
(Unaudited – Prepared by Management)
FOR THE NINE MONTHS ENDED JANUARY 31,
| 2026 | 2025 | |
|---|---|---|
| CASH FLOW USED IN OPERATING ACTIVITIES | ||
| Net loss for the period | $ (619,887) | $ (687,427) |
| Items not affecting cash: | ||
| Gain (loss) on marketable securities | (7,335) | 86,537 |
| Impairment of exploration and evaluation assets | 28,656 | - |
| Interest expense | 349,658 | - |
| Flow-through premium liability recovery | (4,776) | (14,905) |
| Flow-through tax expense | - | 1,068 |
| Changes in non-cash working capital items: | ||
| GST and HST receivable | 10,081 | 15,909 |
| Prepaid expenses and deposits | (3,485) | (91) |
| Accounts payable and accrued liabilities | 169,056 | 452,369 |
| Net cash used in operating activities | (78,032) | (146,540) |
| CASH FLOW FROM (USED IN) INVESTING ACTIVITIES | ||
| Proceeds from sale of marketable securities | 22,005 | 260,959 |
| Exploration and evaluation expenditures | (71,388) | (72,726) |
| Northshore option payments received | - | 10,000 |
| Net cash provided by (used in) investing activities | (49,383) | 198,233 |
| CASH FLOW FROM FINANCING ACTIVITIES | ||
| Proceeds from issuance of shares | - | 50,000 |
| Share issuance costs | - | (1,086) |
| Net cash provided by financing activities | - | 48,914 |
| Change in cash | (127,415) | 100,607 |
| Cash, beginning of period | 142,429 | 39,200 |
| Cash, end of period | $ 15,014 | $ 139,807 |
| Supplemental disclosure of cash flow information: | ||
| Non-cash investing and financing activities: | ||
| Exploration expenditures included in accounts payable and accrued liabilities | $ 15,178 | $ 12,572 |
| Transaction costs associated with marketable securities | $ 280 | $ 9,699 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
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Newpath Resources Inc.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIENCY
(Expressed in Canadian Dollars)
(Unaudited – Prepared by Management)
| Share Capital | Reserves | Deficit | Total Shareholders' Deficiency | ||
|---|---|---|---|---|---|
| Common Shares | Amount | ||||
| Balance, April 30, 2024 | 19,867,748 | $ 26,948,388 | $ 4,675,466 | $(33,289,434) | $(1,665,580) |
| Shares issued for flow-through private placement (Note 7) | 1,538,461 | 50,000 | - | - | 50,000 |
| Share issuance costs (Note 7) | - | (11,539) | - | - | (11,539) |
| Flow-through premium liability | - | (1,086) | - | - | (1,086) |
| Loss for the period | - | - | - | (687,427) | (687,427) |
| Balance, January 31, 2025 | 21,406,209 | $ 26,985,763 | $ 4,675,466 | $(33,976,861) | $(2,315,632) |
| Balance, April 30, 2025 | 21,406,209 | $ 26,985,763 | $ 4,675,466 | $(35,355,936) | $(3,694,707) |
| Loss for the period | - | - | - | (619,887) | (619,887) |
| Balance, January 31, 2026 | 21,406,209 | $ 26,985,763 | $ 4,675,466 | $(35,975,823) | $(4,314,594) |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Newpath Resources Inc.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited – Prepared by Management)
For the Three and Nine Months Ended January 31, 2026, and 2025
- NATURE OF OPERATIONS AND GOING CONCERN
Newpath Resources Inc. (“Newpath” or the “Company”) is a company incorporated on April 16, 2006 under the Business Corporations Act (British Columbia) as CCT Capital Ltd. The Company is now in the business of acquiring, exploring, and evaluating mineral resource properties in Canada.
On December 8, 2022, the Company changed its name from Ready Set Gold Corp. to Newpath Resources Inc. In connection with this change, the Company’s Canadian Securities Exchange trading symbol was also changed from “RDY” to “PATH”. The Company’s head office, registered office and records office is located at Suite 220 - 333 Terminal Avenue, Vancouver, BC, Canada.
These condensed consolidated interim financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and settle its obligations in the normal course of business. During the nine months ended January 31, 2026, the Company incurred a net loss of $619,887 (2024 - $687,427) and as at January 31, 2026, had an accumulated deficit of $35,975,823 (April 30, 2025 - $35,355,936). The Company has not generated significant cash inflows from operations. These conditions cast significant doubt about the Company’s ability to continue as a going concern. The ability of the Company to carry out its planned business objectives is dependent on its ability to raise adequate financing from lenders, shareholders and other investors and/or generate profitability and positive cash flow. These condensed consolidated interim financial statements do not give effect to the adjustments that would be necessary should the Company be unable to continue as a going concern and to realize its assets and liquidate its liabilities and commitments at amounts different from those in the accompanying condensed consolidated interim financial statements. Such adjustments could be material.
- BASIS OF PRESENTATION
Statement of Compliance
These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 – Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). Accordingly, certain disclosures included in annual financial statements prepared in accordance with IFRS Accounting Standards as issued by the IASB have been condensed or omitted. These condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended April 30, 2025.
The Company’s management makes judgments in its process of applying the Company’s accounting policies in the preparation of its condensed consolidated interim financial statements. In addition, the preparation of the financial data requires that the Company’s management make assumptions and estimates of the effects of uncertain future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Estimates are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively. The critical statements are consistent with those applied and disclosed in the Company’s consolidated financial statements for the year ended April 30, 2025. In addition, other than noted below, the accounting policies applied in these condensed consolidated interim financial statements are consistent with those applied and disclosed in the Company’s audited consolidated financial statements for the year ended April 30, 2025.
The Company’s interim results are not necessarily indicative of its results for a full year.
These condensed consolidated interim financial statements were authorized and issued by the Board of Directors on March 31, 2025.
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Newpath Resources Inc.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited – Prepared by Management)
For the Three and Nine Months Ended January 31, 2026, and 2025
Principles of Consolidation
These condensed consolidated interim financial statements are presented on a consolidated basis and include the accounts of the Company and its subsidiary. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity and be exposed to variable returns from its activities. Details of the Company’s subsidiary are as follows:
| Entity | Place of Incorporation | Ownership Percentage |
|---|---|---|
| Ready Set Gold ON Ltd. | British Columbia, Canada | 100% |
All intercompany transactions and balances have been eliminated on consolidation.
Significant Accounting Judgements and Critical Accounting Estimates
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual outcomes could differ from these estimates. These condensed consolidated interim financial statements include estimates, which, by their nature, are uncertain. The impact of such estimates appears throughout the condensed consolidated interim financial statements and may require adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions, and other relevant factors that are believed to be reasonable under the circumstances.
In preparing these condensed consolidated interim financial statements, the significant accounting judgments and critical accounting estimates were the same as those applied to the audited financial statements as at and for the year ended April 30, 2025.
3. MATERIAL ACCOUNTING POLICY INFORMATION
The material accounting policies applied in the preparation of these condensed consolidated interim financial statements are consistent with the accounting policies disclosed in Note 3 of the audited consolidated financial statements for the year ended April 30, 2025. These condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended April 30, 2025.
4. MARKETABLE SECURITIES
During the nine months ended January 31, 2026, the Company disposed of 1,467,000 shares of Volatus Capital Corp. for proceeds of $22,005. The Company recognized gains of $7,335 and incurred $280 in transaction costs in connection with the disposal of these shares.
During the nine months ended January 31, 2025, the Company disposed of 166,667 shares of Forty Pillars Mining Corp, 30,000 shares of Opawica Explorations Inc., 1,134,000 shares of Origen Resources Inc., and 3,835,000 shares of Cleghorn Minerals Ltd. for net proceeds of $251,260. The Company recognized a loss of $82,444 and incurred $8,049 in transaction costs in connection with the disposal of these shares.
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Newpath Resources Inc.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited – Prepared by Management)
For the Three and Nine Months Ended January 31, 2026, and 2025
| Forty Pillars Mining Corp. | Opawica Explorations Inc. | Origen Resources Inc. | Cleghorn Minerals Ltd. | Volatus Capital Corp. | Total | |
|---|---|---|---|---|---|---|
| Balance, April 30, 2024 | $ 17,500 | $ 2,550 | $ 73,710 | $ 268,450 | $ - | $ 362,210 |
| Disposals | (17,494) | (2,550) | (66,890) | (134,585) | (9,840) | (231,359) |
| Unrealized gain (loss) | (6) | - | (6,820) | (133,865) | 24,510 | (116,181) |
| Balance, April 30, 2025 | $ - | $ - | $ - | $ - | $ 14,670 | $ 14,670 |
| Disposals | - | - | - | - | (14,670) | (14,670) |
| Balance, January 31, 2026 | $ - | $ - | $ - | $ - | $ - | $ - |
5. EXPLORATION AND EVALUATION ASSETS
The following table summarizes costs of expenditures on exploration and evaluation assets for the nine months ended January 31, 2026, and the year ended April 30, 2025.
| Acquisition costs | Northshore Project | Schreiber Area Claims | Orefield Project | Pat Ann Project | Total |
|---|---|---|---|---|---|
| Balance, April 30, 2024 | $ 500,000 | $ 25,000 | $ 351,209 | $ - | $ 876,209 |
| Additions | - | - | 344 | 8,000 | 8,344 |
| Options payments received | (100,000) | - | - | - | (100,000) |
| Impairment | (400,000) | (25,000) | (351,553) | - | (776,553) |
| Balance, April 30, 2025 and January 31, 2026 | $ - | $ - | $ - | $ 8,000 | $ 8,000 |
| Exploration costs | Northshore Project | Schreiber Area Claims | Orefield Project | Pat Ann Project | Total |
| --- | --- | --- | --- | --- | --- |
| Balance, April 30, 2024 | $ - | $ - | $ 271,418 | $ - | $ 271,418 |
| Geological consulting | - | - | 86,987 | 8,806 | 95,793 |
| Laboratory analysis | - | - | 3,576 | - | 3,576 |
| Impairment | - | - | (361,981) | - | (361,981) |
| Balance, April 30, 2025 | $ - | $ - | $ - | $ 8,806 | $ 8,806 |
| Geological consulting | - | - | 28,656 | 44,688 | 73,344 |
| Laboratory Analysis | - | - | - | 4,245 | 4,245 |
| Impairment | - | - | (28,656) | - | (28,656) |
| Balance, January 31, 2026 | $ - | $ - | $ - | $ 57,739 | $ 57,739 |
| NET BOOK VALUE | |||||
| --- | --- | --- | --- | --- | --- |
| Balance, April 30, 2025 | $ | - | $ | - | $ |
| Balance, January 31, 2026 | $ | - | $ | - | $ |
Newpath Resources Inc.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited – Prepared by Management)
For the Three and Nine Months Ended January 31, 2026, and 2025
Northshore Project, Ontario
On June 1, 2020, the Company entered a definitive agreement with CBLT Inc. (“CBLT”) to acquire its 56% interest in the Northshore Gold Property (“Northshore Project”), located in the Schreiber-Hemlo Greenstone Belt, 115 km west of Hemlo and 200 km east of Thunder Bay, Ontario. The Company had paid $25,000 upon signing a letter of intent (“LOI”) and an additional $25,000 upon signing the definitive agreement. Under the agreement, the Company agreed to pay CBLT $300,000 in cash and issue $1,100,000 in common shares. The Company also agreed to consolidate its shares on a 5:1 basis and raise at least $1.5 million through a private placement financing (the “Financing”), though CBLT later waived both requirements. On August 18, 2020, the acquisition was completed with a $300,000 cash payment and issuance of 366,667 Newpath shares valued at $1,100,000.
On June 22, 2020, the Company signed a definitive agreement with Balmoral Resources Ltd. (“Balmoral”), a subsidiary of Wallbridge Mining Company Limited, to acquire the remaining 44% interest in the Northshore Property, resulting in 100% ownership. The Company had paid $17,500 upon signing a letter of intent (“LOI”) and an additional $17,500 upon signing the definitive agreement. Under the agreement, the Company agreed to pay $220,000 in cash and issue 266,667 common shares to Balmoral. It also agreed to consolidate its shares on a 5:1 basis and complete the Financing (as previously described), though Balmoral waived both requirements. On August 31, 2020, the Company completed the acquisition by paying $220,000 in cash and issuing 266,667 common shares valued at $800,000, thereby securing 100% ownership of the Northshore Property.
On February 10, 2025, the Company entered into an agreement with Great Eagle Gold Corp. (“Great Eagle”) to sell a portion of its Northshore Project. Pursuant to the agreement, Great Eagle has the option to acquire a 100% interest in three patented claims which cover the Afric Zone Mineral Resource Estimate of the Northshore Project in exchange for $1,000,000 in cash consideration payable as follows:
i. $10,000 to be paid within two business days of the execution of the LOI (received);
ii. $90,000 to be paid upon execution of a definitive transaction agreement (received); and
iii. $900,000 to be paid on or before the first anniversary of the transaction agreement.
The purchase consideration for the Northshore patented claims is subject to adjustment based on changes in the price of gold between the date of the LOI and the final payment date. If the price of gold, as reported by the World Gold Council, increases, the purchase price will increase proportionally. No downward adjustment will be made if the price of gold decreases.
The Company will retain a 1.5% net smelter returns royalty on the patented claims. The Company continues to hold a 100% interest in the remaining 38 unpatented claims which comprise the Northshore Project.
During the year ended April 30, 2025, the Company determined that its Northshore project was fully impaired pursuant to uncertainties around the timing and completion of sale on the property. As such, the Company recognized $400,000 in impairment on the Northshore project. These uncertainties continued to persist during the nine months ended January 31, 2026. The Company did not receive the remaining $900,000 in consideration from Great Eagle that was due on February 10, 2026, either during the nine months ended January 31, 2026 or subsequent to period-end.
Schreiber Area Claims, Ontario
On August 14, 2020, the Company entered into a purchase agreement with Trillium Mining Corp. to purchase a 100% owned interest in mining rights of 11 claims comprising a total of 233.963 hectares located in the Schreiber Area of Thunder Bay Mining Division, Ontario. The Company agreed to pay Trillium Mining Corp. a cash consideration of $25,000, which the Company paid on August 18, 2020. As at January 31, 2026 all of the claims are in good standing.
During the year ended April 30, 2025, the Company determined that its Schreiber project was fully impaired pursuant to uncertainties around future exploration work on the project and the potential sale of the property. As such, the Company recognized $25,000 in impairment on the Schreiber project.
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Newpath Resources Inc.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited – Prepared by Management)
For the Three and Nine Months Ended January 31, 2026, and 2025
Orefield Project, Ontario
On December 7, 2022, the Company entered into an option agreement to acquire a 100% interest in 949 unpatented mineral claims over approximately 204 square kilometers in northwestern Ontario.
Under the terms of the option agreement, the Company has the option to acquire a 100% interest in the mineral property by:
i. Paying all staking costs related to the project
ii. Issuing an aggregate of 500,000 common shares of the Company to the optionors on execution of the agreement (issued at fair value of $40,000)
iii. Issuing an aggregate of 1,000,000 common shares of the Company to the optionors on or before the first signing anniversary of the agreement (issued at fair value of $105,000)
Upon exercising the option, the optionors will retain a 2% net smelter returns royalty, of which 25% may be purchased by the Company for $500,000 up until the fifth signing anniversary of the agreement, and the remaining 75% of the royalty may be purchased by the Company for $2,500,000 until the tenth signing anniversary of the agreement.
Additionally, the Company has agreed to make the following advanced royalty payments to the optionors, starting on the sixth signing anniversary of the agreement:
i. $20,000 per year, between the sixth and tenth signing anniversaries;
ii. $40,000 per year, between the 11th and 20th signing anniversaries; and
iii. $500,000 as a one-time payment on the 21st signing anniversary.
These payments will be deducted from any royalty payments. There is no exploration expenditure commitment contemplated in the agreement.
The Company agreed to pay a finder's fee of 500,000 common shares to an arm's length party for their contributions in securing the agreement. The common shares were issued at the date of the agreement at a fair value of $40,000 and were capitalized to the acquisition cost of the Orefield project. The Company also incurred $166,209 in staking costs that were capitalized to the acquisition cost of the property.
During the year ended April 30, 2025, the Company determined that its Orefield project was fully impaired pursuant to a lack of financing to fund future exploration programs on the property. As such, the Company recognized $713,534 in impairment on the Orefield project. Impairment conditions persisted during the nine months ended January 31, 2026. As such, the Company recognized $28,656 in impairment on the Orefield project during the nine months ended January 31, 2026.
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Newpath Resources Inc.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited – Prepared by Management)
For the Three and Nine Months Ended January 31, 2026, and 2025
Pan Ann Project, Ontario
On April 10, 2025, the Company entered into an option agreement for the Pat Ann claim group, located 35 km northeast of Thunder Bay, Ontario. To exercise the option, the Company must meet certain financial obligations over the next 36 months, including incurring total expenditure of $550,000, making cash payments of $532,000 and issuing 500,000 shares to the optionors. The payments and expenditures are structured as follows:
| Payment Period | Minimum Expenditures | Cash Payment | Share Issuance |
|---|---|---|---|
| On April 10, 2025 | - | $8,000 (paid) | - |
| On or before April 10, 2026 | - | $24,000 | 500,000 |
| On or before April 10, 2027 | $150,000 | $100,000 | - |
| On or before April 10, 2028 | $400,000 | $400,000 | - |
| Total | $550,000 | $532,000 | 500,000 |
Upon exercising the option, the optionors will retain a 1.6% net smelter returns royalty, of which 50% may be purchased by the Company for $800,000 up until April 10, 2031.
6. CONVERTIBLE DEBENTURES
During the year ended April 30, 2022, the Company closed a private placement of 2,261 units (the "Units") priced at $1,000 per Unit as follows:
a) The Company closed Tranche 1 on June 21, 2021, issuing 1,820 Units for gross proceeds of $1,820,000
b) The Company closed Tranche 2 on July 28, 2021, issuing 441 Units for gross proceeds of $441,000
Each Unit is comprised of:
i. A $1,000 convertible debenture principal amount, bearing interest at 7.5% per annum and increasing to 9% in the third year following issuance. Interest is payable annually, up to and including the maturity date which is three years from the date of issuance.
ii. 667 common share purchase warrants of the Company. Each warrant will be exercisable at a price of $2.35 per warrant share for a period of three years from the date of issuance. A total of 1,507,635 warrants were issued.
The Units issued on June 21, 2021, matured on June 21, 2024 and the Units issued on July 28, 2021, matured on July 28, 2024.
The principal amount of the debentures may be converted, in whole or in part, at any time before the maturity date into units at $1.35 per common share. After 24 months from the closing date, if the common shares trade at or above $4.50 or 233% of the conversion price on a 30-day volume-weighted average price basis on the CSE, the Company shall have the right, exercisable within 10 business days of the end of the trading period, to require conversion of the debentures into debenture shares at the conversion price by giving the holder 10 business days' prior written notice.
The convertible debentures were determined to be a financial instrument comprising an equity classified conversion feature with a host debt component. On initial recognition, the Company used the residual value method to allocate the principal amount of the convertible debentures between the two components. The host debt component was first valued, based on similar debt securities without an embedded conversion feature and the residual was allocated to the equity-classified conversion feature. Based on this valuation approach, a discount rate of 15% was used in valuing the host debt component. The equity-classified conversion feature was also split into the warrant portion and the common share portion (Note 7).
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Newpath Resources Inc.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited – Prepared by Management)
For the Three and Nine Months Ended January 31, 2026, and 2025
In connection with the issuance of the convertible debentures, the Company:
a) Issued an aggregate of 77,135 finders’ warrants, valued at $74,733 based on their grant date fair value determined using the Black-Scholes Option Pricing Model.
b) Incurred $199,383 in directly attributable cash transaction costs for finders’ fees.
The transaction costs were allocated consistent with the initial recognition of the convertible debentures which resulted in $219,039 and $55,077 being allocated to the debt and equity components, respectively.
During the year ended April 30, 2024, the Company failed to make scheduled interest payments on its convertible debentures. In the year ended April 30, 2025, the Company failed to repay both principle balances and the scheduled interest payments. As such, the Company was in default on the debentures. Pursuant to this default, additional interest was applied at a rate of 12% per annum, calculated daily on the maximum principal amounts outstanding on the date that the interest payments were due. The carrying value of the debentures outstanding was also accreted up to the principal amount owed on the date of default.
A continuity of the Company’s convertible debentures is as follows:
| Carrying Value of Convertible Debentures | |
|---|---|
| Balance, April 30, 2024 | $ 1,920,330 |
| Accretion | 281,620 |
| Balance, April 30, 2025, and January 31, 2026 | $ 2,201,950 |
As of January 31, 2026, $1,367,544 in interest was accrued on the convertible debentures (April 30, 2025 - $1,017,887). This interest is included in accounts payable and accrued liabilities.
- SHARE CAPITAL AND RESERVES
a) Authorized share capital
Unlimited number of voting common shares without par value.
Unlimited number of preferred shares without par value.
b) Issued share capital
As at January 31, 2026, the Company had 21,406,209 common shares issued and outstanding (April 30, 2025 - 21,406,209).
The Company had no share capital activity during the nine months ended January 31, 2026.
On December 31, 2024, the Company issued 1,538,461 common shares pursuant to a flow-through private placement at a price of $0.033 per share for total gross proceeds of $50,000. $1,086 in share issuance costs were incurred in connection with the issuance of these shares. The $11,537 premium received on the issuance of the flow-through shares was recognized as a flow-through liability. As at January 31, 2026, the flow-through liability was $Nil (April 30, 2025 - $4,776), with $50,000 in qualifying expenditures having been incurred pursuant to the obligation.
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Newpath Resources Inc.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited – Prepared by Management)
For the Three and Nine Months Ended January 31, 2026, and 2025
The continuity of the Company’s flow-through premium liability is as follows:
| Carrying Value of Flow-through Liability | |
|---|---|
| Balance, April 30, 2024 | $ 12,721 |
| Flow-through premium liability recognized | 11,537 |
| Recognized in profit or loss upon incurring qualifying expenditures | (19,482) |
| Balance, April 30, 2025 | $ 4,776 |
| Recognized in profit or loss upon incurring qualifying expenditures | (4,776) |
| Balance, January 31, 2026 | $ - |
During the nine months ended January 31, 2026, $Nil (2024 - $1,068) in Part XII.6 tax expenses were incurred in connection with the Company’s flow-through shares.
c) Stock options
On February 11, 2023, the Company's shareholders approved the adoption of a new hybrid equity compensation plan. Under the new plan, the maximum number of shares issuable pursuant to options shall be equal to 10% of the then issued and outstanding shares on a rolling basis. In addition, the maximum number of shares issuable pursuant to share appreciation rights, restricted share units, deferred share units and performance share units shall not exceed 1,581,775 shares, representing 10% of the Company's issued and outstanding shares as of the effective date of the plan. The exercise price of such units shall be determined by the Board of Directors and must be at least equal to the closing price of Company's shares on the CSE on the day immediately prior to the grant date. Units are non-transferable and may be granted for a maximum of ten years from the date of issuance.
Stock option transactions and the number of share options outstanding are summarized as follows:
| Number of Options | Weighted Average Exercise Price | |
|---|---|---|
| Balance, April 30, 2024 | 830,000 | $ 0.68 |
| Expired | (400,000) | (0.25) |
| Balance, April 30, 2025 | 430,000 | $ 1.07 |
| Expired | (60,000) | (3.00) |
| Balance, January 31, 2026 | 370,000 | 0.76 |
| Number of options, exercisable | 370,000 | $ 0.76 |
As at January 31, 2026, the following stock options were outstanding and exercisable:
| Outstanding Number of Options | Exercisable Number of Options | Exercise Price | Expiry Date |
|---|---|---|---|
| 30,000 | 30,000 | $1.25 | June 1, 2026 |
| 10,000 | 10,000 | $1.25 | November 29, 2026 |
| 40,000 | 40,000 | $0.85 | November 29, 2026 |
| 90,000 | 90,000 | $0.60 | January 17, 2027 |
| 150,000 | 150,000 | $0.70 | February 11, 2027 |
| 50,000 | 50,000 | $0.78 | February 21, 2027 |
| 370,000 | 370,000 |
As of January 31, 2026, the weighted average remaining contractual life of outstanding options is 0.93 years (April 30, 2025 – 1.54 years).
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Newpath Resources Inc.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited – Prepared by Management)
For the Three and Nine Months Ended January 31, 2026, and 2025
d) Warrants
Warrant transactions and the number of warrants outstanding are summarized as follows:
| Number of Warrants | Weighted Average Exercise Price | |
|---|---|---|
| Balance, April 30, 2024 | 11,579,098 | $ 0.41 |
| Expired | (1,785,270) | 2.11 |
| Balance, April 30, 2025 | 9,793,828 | $ 0.10 |
| Expired | (1,053,114) | 0.20 |
| Balance, January 31, 2026 | 8,740,714 | $ 0.09 |
As at January 31, 2026, the following warrants were exercisable:
| Outstanding and Exercisable Number of Warrants | Exercise Price | Expiry Date |
|---|---|---|
| 6,812,143 | $0.09 | November 24, 2027 |
| 1,928,571 | $0.09 | January 13, 2028 |
| 8,740,714 |
As of January 31, 2026, the weighted average remaining contractual life of outstanding warrants is 1.84 years (April 30, 2025 – 2.37 years).
e) Reserves
As at January 31, 2026, the Company had the following reserves:
| Share-based Payments | Convertible Debenture Conversion Feature | Total | |
|---|---|---|---|
| Balance, April 30, 2025 and January 31, 2026 | $ 4,579,014 | $ 96,452 | $ 4,675,466 |
- RELATED PARTY BALANCES AND TRANSACTIONS
The Company has determined that key management personnel consist of the Company's Board of Directors and its executive officers. During the nine months ended January 31, 2026 and 2025, the Company incurred the following fees charged by directors and officers and companies controlled by directors and officers of the Company:
| Key management personnel | Nature of transactions | For the nine month ended January 31, | |
|---|---|---|---|
| 2026 | 2025 | ||
| Companies controlled by current CEO | Management | $ 76,558 | $ 63,106 |
| Current directors | Consulting | 36,000 | 36,000 |
| Current CEO | Payroll | 46,800 | 46,800 |
| Current CFO | Payroll | 14,040 | 14,040 |
| Company controlled by former COO | Exploration | 54,596 | 33,680 |
| Total | $ 227,994 | $ 193,626 |
All related party transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
Newpath Resources Inc.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited – Prepared by Management)
For the Three and Nine Months Ended January 31, 2026, and 2025
At January 31, 2026, $648,828 (April 30, 2025 - $485,476) was owed to related parties for management and consulting fees as well as reimbursable expenses payable. These amounts are non-interest bearing, unsecured and due on demand.
9. FINANCIAL INSTRUMENTS AND RISK
Fair value
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
- Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities;
- Level 2 – Inputs other than quoted prices that are observable for the asset or liabilities either directly or indirectly;
- and
- Level 3 – Inputs that are not based on observable market data.
The Company’s primary financial instruments are classified as follows:
| Financial instruments | Classifications |
|---|---|
| Cash | Fair Value through Profit and Loss |
| Accounts payable and accrued liabilities | Amortized Cost |
| Convertible debenture | Amortized Cost |
The carrying values of accounts payable and accrued liabilities and convertible debentures approximate fair value due to their short-term nature. Cash is measured at fair value using level 1 inputs.
The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:
Credit risk
Credit risk is the risk that a customer or counterparty to a financial instrument will cause a financial loss to the Company by failing to meet its obligations. The Company's financial instrument that is exposed to concentrations of credit risk is primarily cash. The Company limits its exposure to credit risk with respect to cash by holding it with major Canadian financial institutions. Credit risk has been assessed as low.
Liquidity risk
The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at January 31, 2026, the Company had a cash balance of $15,014 (April 30, 2025 - $142,429) to settle current liabilities of $4,409,321 (April 30, 2025 - $3,889,182). The Company failed to make scheduled interest payments on its convertible debentures. As such, the Company was in default on the debentures at January 31, 2026. The unpaid principal and accrued interest balance pertaining to the debentures are immediately due and payable (Note 6). Liquidity risk has been assessed as high.
Page 16
Newpath Resources Inc.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited – Prepared by Management)
For the Three and Nine Months Ended January 31, 2026, and 2025
Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, commodity, and equity prices.
(i) Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows from a financial instrument will fluctuate because of changes to market interest rates. The Company’s convertible debenture bears interest at 9% per annum, with additional interest at 12% as they are in default. The Company is satisfied with the credit ratings of its banks and the interest rate on the convertible debenture is fixed. The Company believes it has no significant interest rate risk.
(ii) Foreign currency risk
Foreign exchange risk arises from fluctuations in the future cash flows of a financial instrument because of changes in foreign exchange rates. The Company is exposed to foreign exchange rate risk on its foreign currency denominated cash and accounts payable. As at January 31, 2026, the Company held net financial liabilities of $48,821 denominated in currencies other than functional currencies. A 10% change in the foreign exchange rate would result in a change in the net income for the period of approximately $5,000.
(iii) Other price risk
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company does not have significant exposure to other price risk.
10. CAPITAL MANAGEMENT
The Company’s objective when managing capital is to safeguard the entity’s ability to continue as a going concern. In the management of capital, the Company monitors its capital, which comprises all components of equity (i.e., share capital, reserves and deficit) and convertible debentures.
The Company sets the amount of capital in proportion to risk. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue common shares through private placements. The Company is not exposed to any externally imposed capital requirements.
No changes were made to capital management during the nine months ended January 31, 2026.
11. SEGMENTED INFORMATION
During the nine month ended January 31, 2026, the Company continued its one business segment in the mining sector. All non-current assets are located in Canada.
Page 17