NGEx Minerals — Audit Report / Information 2024

Mar 25, 2025

pwc

Independent auditor's report

To the Shareholders of NGEx Minerals Ltd.

Our opinion

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of NGEx Minerals Ltd. and its subsidiaries (together, the Company) as at December 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 (IFRS Accounting Standards).

What we have audited

The Company's consolidated financial statements comprise:

• the consolidated statements of financial position as at December 31, 2024 and 2023;
• the consolidated statements of comprehensive loss for the years then ended;
• the consolidated statements of cash flows for the years then ended;
• the consolidated statements of changes in equity for the years then ended; and
• the notes to the consolidated financial statements, comprising material accounting policy information and other explanatory information.

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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

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. We have fulfilled our other ethical responsibilities in accordance with these requirements.

PricewaterhouseCoopers LLP

PwC Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7

T.: +1 604 806 7000, F.: +1 604 806 7806, Fax to mail: ca_vancouver_main_fax@pwc.com

"PwC" refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

---

pwc

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter	How our audit addressed the key audit matter
Assessment of impairment indicators of mineral properties

Refer to note 3(b) – Critical accounting estimates, assumptions and judgments, note 3(d) – Mineral properties and exploration expenditure, note 3(e) – Impairment of non-financial assets and note 7 – Mineral properties to the consolidated financial statements. | Our approach to addressing the matter included the following procedures, among others: |
| The carrying value of mineral properties amounted to $6.3 million as at December 31, 2024 which related to the Los Helados, Lunahuasi and Maricunga projects. At each reporting date, management reviews the Company's mineral properties for indicators of impairment, which requires management to exercise key judgments, including but not limited to (i) the Company's right to explore the mineral properties, (ii) whether the Company has further plans or budgets for substantive expenditures for the ongoing exploration and evaluation of the mineral properties, (iii) the impact of exploration and evaluation results to date with respect to the mineral properties, and (iv) the likelihood that the carrying value of the mineral properties will be recovered in the future through development or sale of the assets. If indicators of impairment are identified, management would further review the carrying values of the applicable mineral properties to determine if their carrying values exceed their fair value. No impairment indicators were identified by management as at December 31, 2024. | • Obtained, for all mining claims, by reference to government registries as applicable and vouched payments of required fees, evidence to support the right to explore the area.
• Read board minutes and obtained budget approvals to evidence continued and planned substantive expenditures for the ongoing exploration and evaluation of the mineral properties, which included evaluating results of management's current-year work programs and management's longer-term plans.
• Assessed whether there is other information that may indicate that the carrying amount may not be recovered from successful development or sale of the asset, by considering evidence obtained in other areas of the audit. |

We considered this a key audit matter due to (i) the significance of the mineral properties balance and (ii) the subjectivity in performing audit procedures to evaluate management's assessment of impairment indicators, which required management judgment.

---

pwc

Other information

Management is responsible for the other information. The other information comprises the 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 identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

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 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.

---

pwc

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.
• Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Company as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

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

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

---

pwc

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 period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Ranbir Gill.

/s/PricewaterhouseCoopers LLP

Chartered Professional Accountants

Vancouver, British Columbia
March 25, 2025

---

NGEx Minerals Ltd.
Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)

	Note	December 31, 2024	December 31, 2023
ASSETS
Current assets:
Cash		$ 153,367,759	$ 59,502,617
Receivables and other assets	5	2,967,210	2,140,961
Short-term investments		45,184,932	15,229,918
		201,519,901	76,873,496
Non-current assets:
Receivables and other assets	5	398,743	413,267
Equipment	6	374,110	191,028
Mineral properties	7	6,270,661	3,815,124
		7,043,514	4,419,419
TOTAL ASSETS		208,563,415	81,292,915
LIABILITIES
Current liabilities:
Trade payables and accrued liabilities		12,576,024	7,189,838
Non-current liabilities:
Due to exploration partner	8	956,041	634,740
TOTAL LIABILITIES		13,532,065	7,824,578
SHAREHOLDERS’ EQUITY
Share capital	9	358,050,687	183,002,098
Contributed surplus		15,423,472	8,379,116
Deficit		(176,973,415)	(113,376,603)
Accumulated other comprehensive loss		(1,469,394)	(4,536,274)
TOTAL SHAREHOLDERS’ EQUITY		195,031,350	73,468,337
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$ 208,563,415	81,292,915

Commitment (Note 16)

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

On behalf of the Board:

/s/Alessandro Bitelli
Director

/s/Wojtek A. Wodzicki
Director

---

NGEx Minerals Ltd.
Consolidated Statements of Comprehensive Loss
(Expressed in Canadian Dollars)

	Note	2024	Year ended December 31, 2023
Expenses
Exploration and project investigation	11	$ 63,750,316	$ 40,283,371
General and administration:
Management fees		381,041	188,080
Office and general		1,149,334	820,444
Professional fees		559,636	489,228
Promotion and public relations		744,132	372,540
Salaries and benefits		4,000,437	3,089,407
Share-based compensation	10c	6,388,242	3,592,030
Travel		87,457	152,698
Operating loss		77,060,595	48,987,798
Other expenses (income)
Financing costs		54,426	71,382
Foreign exchange loss (gain)		(2,161,052)	102,376
Gain on use of marketable securities, net	15	(9,200,702)	(9,030,537)
Interest income		(3,621,206)	(1,899,940)
Net monetary loss (gain)	4	512,258	(637,663)
Other expenses		83,137
Other losses	8	319,552	11,475
Other non-income taxes		549,804	113,301
Net loss		63,596,812	37,718,192
Other comprehensive loss
Items that may be reclassified subsequently to net loss:
Foreign currency translation adjustment		114,672	929,853
Impact of hyperinflation	4	(3,181,552)	1,318,175
Comprehensive loss		$ 60,529,932	$ 39,966,220
Basic and diluted loss per common share		$ 0.33	$ 0.21
Weighted average common shares outstanding		191,887,263	178,007,539

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

---

NGEx Minerals Ltd.
Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars)

	Note	2024	Year ended December 31, 2023
Cash flows from (for) operating activities
Net loss for the year		$ (63,596,812)	$ (37,718,192)
Adjustments to reconcile net loss to net operating cash flows:
Depreciation		58,192	17,231
Finance costs		54,426	71,382
Foreign exchange loss		95,347	18,426
Interest income from short-term investment		(573,142)	(229,918)
Net monetary loss		3,123,517	944,365
Other losses	8	319,552	11,475
Share-based compensation	10c	8,348,706	4,671,200
Net changes in working capital and other items:
Receivables and other		(578,717)	2,105,888
Trade payables and accrued liabilities		6,580,337	3,020,289
		(46,168,594)	(27,087,854)
Cash flows from (for) financing activities
Payments made on behalf of exploration partner		(111,239)	(43,793)
Proceeds from equity financings	9	176,906,983	85,659,990
Proceeds from option exercises		2,735,497	1,527,892
Share issuance costs	9	(5,898,241)	(2,439,071)
		173,633,000	84,705,018
Cash flows from (for) investing activities
Acquisition of equipment	6	(215,468)	(189,419)
Acquisition of non-current prepaid expenses		(416,195)	-
Mineral properties and related expenditures	7	(2,279,719)	(133,923)
Purchase of short-term investment		(45,000,000)	(15,000,000)
Redemption of short-term investment		15,618,128	-
		(32,293,254)	(15,323,342)
Effect of exchange rate change on cash		(1,306,010)	(6,040,446)
Increase in cash during the year		93,865,142	36,253,376
Cash, beginning of the year		$ 59,502,617	$ 23,249,241
Cash, end of the year		$ 153,367,759	$ 59,502,617

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

---

NGEx Minerals Ltd.
Consolidated Statements of Changes in Equity
(Expressed in Canadian Dollars)

	Note	Number of Shares	Share Capital	Contributed Surplus	Deficit	Accumulated Other Comprehensive Loss	Total Shareholders’ Equity
Balance, January 1, 2023		172,123,530	$ 97,613,481	$ 4,347,722	$ (75,658,411)	$ (2,288,246)	$ 24,014,546
Share-based compensation		-	-	4,671,200	-	-	4,671,200
Shares issued pursuant to equity financings		13,178,460	85,659,990	-	-	-	85,659,990
Share issuance costs		-	(2,439,071)	-	-	-	(2,439,071)
Shares issued pursuant to stock option exercises		1,780,001	2,167,698	(639,806)	-	-	1,527,892
Net loss and other comprehensive loss		-	-	-	(37,718,192)	(2,248,028)	(39,966,220)
Balance, December 31, 2023		187,081,991	$ 183,002,098	$ 8,379,116	$ (113,376,603)	$ (4,536,274)	$ 73,468,337
Balance, January 1, 2024		187,081,991	$ 183,002,098	$ 8,379,116	$ (113,376,603)	$ (4,536,274)	$ 73,468,337
Share-based compensation	10c	-	-	8,348,706	-	-	8,348,706
Shares issued pursuant to equity financings	9	16,082,453	176,906,983	-	-	-	176,906,983
Share issuance costs	9	-	(5,898,241)	-	-	-	(5,898,241)
Shares issued pursuant to stock option exercises	10b	3,836,001	4,039,847	(1,304,350)	-	-	2,735,497
Net loss and other comprehensive loss		-	-	-	(63,596,812)	3,066,880	(60,529,932)
Balance, December 31, 2024		207,000,445	$ 358,050,687	$ 15,423,472	$ (176,973,415)	$ (1,469,394)	$ 195,031,350

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

---

NGEx Minerals Ltd. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2024 and 2023 (Expressed in Canadian Dollars, unless otherwise stated)

1. NATURE OF OPERATIONS

NGEx Minerals Ltd. (the "Company" or "NGEx Minerals") was incorporated on February 21, 2019, under the laws of the Canada Business Corporations Act in connection with a plan of arrangement, which was completed on July 17, 2019.

The Company's principal business activities are the acquisition, exploration and development of mineral properties located in South America. The Company's registered office is located at Suite 2800, Four Bentall Centre, 1055 Dunsmuir Street, Vancouver, British Columbia, V7X 1L2, Canada. The Company's common shares trade on the Toronto Stock Exchange under the symbol "NGEX", and on the OTCQX under the symbol "NGXXF".

2. BASIS OF PRESENTATION

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board ("IFRS Accounting Standards"), on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business. These consolidated financial statements are prepared on a historical cost basis except for certain financial assets, which are measured at fair value. The Company has consistently applied the same accounting policies as disclosed in the audited consolidated financial statements for the year ended December 31, 2023. Certain prior year comparatives have been reclassified to align with current year presentation. Specifically, other non-income taxes, which were previously included within other expenses, are now separately presented on the consolidated statements of comprehensive loss.

These consolidated financial statements were authorized for issuance by the Board of Directors of the Company on March 25, 2025.

3. SUMMARY OF MATERIAL ACCOUNTING POLICIES

a) Consolidation

The consolidated financial statements of the Company include the following subsidiaries:

Subsidiaries	Jurisdiction	Nature of operations
Suramina Resources Inc.	Canada	Holding company
NGEx Argentina Holdings Inc.	Canada	Holding company
NGEx RioEx Holdings Inc.	Canada	Holding company
Frontera Holdings (Bermuda) I Ltd.	Bermuda	Holding company
Frontera Holdings (Bermuda) II Ltd.	Bermuda	Holding company
Frontera Holdings (Bermuda) III Ltd.	Bermuda	Holding company
Urupampa S.A.	Uruguay	Holding company
RioEx Uruguay S.A.	Uruguay	Holding company
Minera Frontera del Oro SPA.	Chile	Exploration company
Desarrollo de Prospectos Mineros Peruanos S.A.C.	Peru	Exploration company
Pampa Exploracion S.A.	Argentina	Exploration company
Pampa Catamarca S.A.	Argentina	Exploration company
RioEx S.A.	Argentina	Exploration company

---

NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars, unless otherwise stated)

The Company consolidates an entity when it has power over that entity, is exposed, or has rights, to variable returns from its involvement with that entity and has the ability to affect those returns through its power over that entity.

All the Company's subsidiaries are wholly-owned and all intercompany balances, transactions, including income and expenses arising from inter-company transactions, are eliminated in preparing the consolidated financial statements.

b) Critical accounting estimates, assumptions and judgements

The preparation of the consolidated financial statements in accordance with IFRS Accounting Standards requires management to make estimates, assumptions and judgements that affect the reported amounts of assets, liabilities and expenditures on the financial statements. These estimates, assumptions and judgements are based on management's best knowledge of the relevant facts and circumstances taking into account previous experience. Actual results could differ and such differences could be material. Estimates, assumptions and judgements are reviewed on an ongoing basis and are based on historical experience and other facts and circumstances. Revisions to estimates, assumptions and judgements, and the resulting effects on the carrying amounts of the Company's assets and liabilities, are accounted for prospectively. Information about estimates, assumptions, judgments and other sources of estimation uncertainty as at December 31, 2024, that have a risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next year are provided below:

Valuation of mineral properties – The Company carries the acquisition costs of its mineral properties at cost less any provision for impairment. At each reporting date, the Company reviews its mineral properties for indicators of impairment, which requires the Company to exercise key judgements, including but not limited to, the Company's right to explore the mineral property, whether the Company has further plans or budgets for substantive expenditures for the ongoing exploration and evaluation of the mineral property, the impact of exploration and evaluation results to date with respect to the mineral property, and the likelihood that the carrying value of the mineral property will be recovered in the future through development or sale of the asset. If indicators of impairment are identified, the Company would further review the carrying values of the applicable mineral properties to determine if their carrying values may exceed their fair value, which also requires the Company to make significant judgments and estimates. The judgments and estimates mentioned above are subject to various risks and uncertainties, which may ultimately have an effect on the expected recoverability of the carrying values of the mineral properties.

The Company has determined that no indicators of impairment exist for its mineral properties as of December 31, 2024.

c) Foreign currency translation

These consolidated financial statements are presented in Canadian dollars, which is the Company's functional and presentation currency. The functional currencies of its material subsidiaries, which have operations in Chile and Argentina, are the Chilean peso and the Argentine peso, respectively.

For the Company's Argentine subsidiaries, which are affected by hyperinflationary accounting as described in Notes 3 and 4 below, and use the Argentine peso as their functional currency, the results and financial position of these subsidiaries are translated into the presentation currency using the exchange rate prevailing at the date of the statement of financial position.

6

---

NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars, unless otherwise stated)

The results and financial position of all other subsidiaries that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

• Assets and liabilities for each statement of financial position presented are translated using the exchange rate prevailing at the date of that statement of financial position.
• Income, expenses, and other comprehensive income for each statement of comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions).
• All resulting exchange differences are recognized as a separate component of equity and in other comprehensive income.

d) Mineral properties and exploration expenditure

The Company capitalizes acquisition costs for property rights, including payments for exploration rights and estimated fair value of exploration properties acquired as part of an acquisition.

Mineral exploration costs and maintenance payments are expensed prior to the determination that a property has economically recoverable ore reserves. When it has been established that a mineral property is considered to be sufficiently advanced to the development stage, with economic viability and technical feasibility demonstrated, all further expenditures for the current period and subsequent periods are capitalized as incurred and subsequently amortized on a units of production based on proven and probable reserves of the assets to which they relate.

e) Impairment of non-financial assets

Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows (cash-generating units, or "CGU's"). Value in use is determined as the present value of future cash inflows expected to be derived from a CGU using a pre-tax discount rate that reflects the current time value of money and the risks specific to that CGU.

Non-financial assets that have been previously impaired are reviewed for possible reversal of the impairment at each reporting date.

f) Financial instruments

(i) Recognition

The Company measures and classifies its financial assets based on its business model for managing its financial assets and the contractual cash flow characteristics of those financial assets. Financial assets are classified into three measurement categories on initial recognition: those measured at fair value through profit or loss, those measured at fair value through other comprehensive income ("OCI") and those measured at amortized cost.

7

---

NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars, unless otherwise stated)

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

Investments in marketable securities, such as equity instruments of publicly listed entities, are required to be measured at fair value through profit or loss, unless the Company makes an irrevocable election to present subsequent changes in the fair value of such instruments through OCI. The Company has not elected to measure any of its marketable securities through OCI.

(ii) Derecognition

The Company derecognizes financial assets when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all the associated risk and rewards of ownership to another entity. A financial liability is derecognized when the obligation under the liability is discharged, canceled or expired. Gains and losses on derecognition of financial assets and liabilities are generally recognized in the consolidated statement of comprehensive loss.

(iii) Impairment

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized costs based on a probability-weighted estimate of credit losses over the expected life of the financial asset.

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 credit risk on 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 twelve month expected credit losses. Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the expected credit losses are reversed after the impairment was recognized.

g) Cash

Cash includes cash on hand, and deposits held with financial institutions with a fixed deposit term of three months or less, net of bank overdrafts.

h) Short-term Investments

Short-term investments include monetary instruments which cannot be redeemed or otherwise liquidated within three months of their purchase date.

i) Equipment

Equipment is carried at cost less accumulated depreciation and impairment losses. The cost of an asset consists of its purchase price, any directly attributable costs of bringing the asset to the working condition and location of its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located.

Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably.

---

NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars, unless otherwise stated)

Depreciation of each asset is calculated using the straight line method to allocate its cost less its residual value over its estimated useful life. The depreciation rates and methods for the Company's equipment are as follows:

Vehicles/Mobile Equipment	Straight line over 5 years
Exploration Equipment	Straight line over 5 to 9 years

The assets' residual values, depreciation methods, and useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

When an asset is disposed of, the difference between the net sale proceeds and its carrying amount is recognized as a gain or loss within net loss on the consolidated statement of comprehensive loss.

j) Current and deferred income tax

The Company follows the liability method of accounting for income taxes. Under the liability method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, unused tax losses and other income tax deductions. Deferred income tax assets are recognized for deductible temporary differences, unused tax losses and other income tax deductions to the extent that it is probable the Company will have taxable income against which those deductible temporary differences, unused tax losses and other income tax deductions can be utilized.

Deferred income tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply when the related assets are realized or the liabilities are settled. The measurement of deferred income tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover and settle the carrying amounts of its assets and liabilities, respectively. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period in which the change is substantively enacted.

k) Share capital

Common shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

l) Share-based compensation

The Company has a share-based compensation plan, whereby it is authorized to grant share options to officers, employees, directors, and other eligible persons. The fair value of the options is measured at the date the options are granted, using the Black-Scholes option-pricing model with assumptions for risk-free interest rates, dividend yields, volatility of the expected market price of the common shares and an expected life of the options. The fair value less estimated forfeitures is charged over the vesting period of the related options as an expense on its financial statements.

9

---

NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars, unless otherwise stated)

m) Provisions

Provisions for restructuring costs and legal claims are recognized when: the Company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount can be reliably estimated.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligations using the pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognized as interest expense.

n) Segment reporting

As the Company primarily focuses its activity on the exploration and development of mineral properties, its operating and reportable segments are the Los Helados Project, the Company's exploration projects in Argentina, other exploration projects, and the Company's corporate administration function. Operating segments are components of an entity that engage in business activities from which they incur expenses and whose operating results are regularly reviewed by a chief operating decision maker to make resource allocation decisions and to assess performance. The Chief Executive Officer, the chief operating decision-maker for the Company, obtains and reviews operating results of each operating segment on a monthly basis.

o) Hyperinflation

The Company applies IAS 29, Financial Reporting in Hyperinflationary Economies, which outlines the use of the hyperinflationary accounting to consolidate and report its Argentine operating subsidiaries.

Argentine subsidiaries' non-monetary assets and liabilities, shareholders' equity and comprehensive loss items from the transaction date when they were first recognized into the current purchasing power which reflects a price index current at the end of the reporting period before being included in the consolidated financial statements. To measure the impact of inflation on its financial position and results, the Company has elected to use the Wholesale Price Index (Indice de Precios Mayoristas or "IPIM") for periods up to December 31, 2016, and the Retail Price Index (Indice de Precios al Consumidor or "IPC") thereafter. These price indices have been recommended by the Government Board of the Argentine Federation of Professional Councils of Economic Sciences ("FACPCE").

As the consolidated financial statements of the Company have been previously presented in Canadian dollars, a stable currency, the comparative period amounts do not require restatement.

p) Adoption of new accounting standards

On January 1, 2024, the Company adopted amendments to IAS 1, Non-current Liabilities with Covenants, which clarify how covenants with which an entity must comply within 12 months after the reporting period affect the classification of the related liability. Effectively, the amendments to IAS 1 require liabilities to be classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Liabilities are classified as non-current if the entity has a substantive right to defer settlement for at least 12 months at the end of the reporting period.

The adoption of amendment to IAS 1 did not have a material impact on the Company's financial results for the year ended December 31, 2024.

10

---

NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars, unless otherwise stated)

In addition, the Company adopted amendments to IAS 7, Statement of Cash Flows Disclosures, which include disclosure requirements pertaining to qualitative and quantitative details regarding supplier finance arrangements that would assist users of financial statements in evaluating any resulting effects to the reporting entity's liabilities and cash flows.

As the Company is not subject to supplier finance arrangements, the adoption of the amendments to IAS 7 had no impact on the Company's audited consolidated financial statements for the year ended December 31, 2024.

q) New accounting pronouncements

The International Accounting Standards Board ("IASB") and/or the IFRS Interpretations Committee have issued new standards and amendments, or interpretations to existing standards, which were not yet effective and not applied by the Company as at December 31, 2024.

IFRS 9 and IFRS 7, Amendments to the Classification and Measurement of Financial Instruments

In May 2024, the IASB issued targeted amendments to the classification and measurement of financial instruments to respond to recent questions arising in practice, and to include new requirements not only for financial institutions, but also for corporate entities. The amendments to IFRS 9 and IFRS 7 comprise of the following:

• Clarify the recognition and derecognition dates for certain financial assets and liabilities, including a new exception for financial liabilities settled through an electronic cash transfer system;
• Provide additional guidance on assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion;
• Introduce new disclosure requirements for instruments with contractual terms that can alter cash flows, such as financial instruments linked to the achievement of environmental, social and governance (ESG) targets;
• Update the disclosure requirements for equity instruments designated at fair value through other comprehensive income (FVOCI).

These amendments will apply prospectively for annual reporting periods beginning on or after January 1, 2026, with early application permitted.

IFRS 18, Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements, aiming to enhance the transparency and compatibility of financial reporting across entities. This standard will replace IAS 1 and introduces potentially significant changes to the presentation of financial statements, particularly the statement of profit or loss. IFRS 18 introduces a specified structure by requiring income and expenses to be presented into three defined categories of operating, investing and financing, and by specifying certain defined totals and subtotals. Where company-specific measures related to the income statement are provided ("management-defined performance measures"), IFRS 18 requires disclosure of the explanations around those measures. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and notes.

The standard is effective for reporting periods beginning on or after January 1, 2027. Retrospective application is required, and early application is permitted.

11

---

NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars, unless otherwise stated)

The Company continues to assess the potential impacts of that the adoption of the new or amended financing reporting standards may have on its consolidated financial statements.

4. HYPERINFLATION

Argentina was designated a hyperinflationary economy as of July 1, 2018, for accounting purposes.

The Company recognized a gain of $3,181,552 for the year ended December 31, 2024 (2023: loss of $1,318,175) in relation to the impact of hyperinflation within other comprehensive income. The hyperinflationary gains and losses are generally the impact of two opposing factors:

• Gains are driven by the hyperinflationary impacts on capital injected into the Argentine subsidiaries during the period ("Gain on Capital Injected").
• Losses are largely the result of depreciation of the Argentine peso relative to the Canadian dollar during the period, and its impact upon translation of the Argentine subsidiaries' accounts into the Canadian dollar reporting currency ("Loss on Translation").

For the year ended December 31, 2024, Gains on Capital Injected were the dominant factor due to capital injected into the Company's Argentine subsidiaries in support of operations, which resulted in net hyperinflationary gains for the year.

As a result of changes in the IPC and changes to the Company's net monetary position, the Company recognized a net monetary loss of $512,258 for the year ended December 31, 2024 (2023: gain of $637,663), to adjust transactions recorded during the year into a measuring unit current as of December 31, 2024.

The level of the IPC at December 31, 2024, was 7,694.01 (December 31, 2023: 3,533.19), which represents an increase of approximately $118\%$ over the IPC at December 31, 2023, and an approximate $22\%$ increase over the average level of the IPC during the year ended December 31, 2024.

12

---

NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars, unless otherwise stated)

5. RECEIVABLES AND OTHER ASSETS

	December 31, 2024	December 31, 2023
Current
Taxes receivable	210,039	45,872
Other receivables	1,474,465	885,670
Prepaid expenses, advances and deposits	1,282,706	1,209,419
	2,967,210	2,140,961
Non-current
Deferred surface access rights	30,570	413,267
Prepaid expenses	368,173	-
	398,743	413,267

Receivable from Exploration Partner

As at December 31, 2024, current other receivables and advances includes $341,160 (2023: $137,077) receivable from the Company's exploration partner at the Los Helados properties (Note 7).

Deferred Surface Access Rights

Reduced Surface Access Rights Agreements

The Company does not own the surface rights covering the Los Helados properties (the "Los Helados Surface Rights"). Historically, the Company has had various contractual agreements with the owners of the Los Helados Surface Rights, which have allowed it to access, explore and develop the property in exchange for cash payments.

Since 2021, the Company's access at Los Helados has been based on a limited access agreement, whereby, in exchange for certain upfront and committed cash payments, the Company is permitted to access the property for limited purposes, such as site visits, environmental data collection and monitoring, and property maintenance. This agreement was amended on November 22, 2022, and its term was extended to January 26, 2026 (collectively, the "Limited Access Extension Agreement"). Consideration for the Limited Access Extension Agreement consisted of three contractual payments of US$250,000, the last of which was completed by the Company in November 2024.

As the contractual amounts paid or payable by the Company pursuant to the Limited Access Extension Agreement provide the Company the benefit of access for the period ending January 26, 2026, the total contract value was initially deferred and has been amortized over the life of the agreement ending January 26, 2026. The pro rata portion of deferred amounts relating to the 12 months ending December 31, 2025, have been classified as a current asset.

---

NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars, unless otherwise stated)

The foregoing notwithstanding, during the term of the Limited Access Extension, the Company and the holders of the Los Helados Surface Rights may, from time to time, negotiate the reinstatement of additional surface access rights, which would allow for the Company to conduct drilling or other field work at Los Helados, in exchange for incremental compensation. Most recently, the holders of the Los Helados Surface Rights restored the Company's access at Los Helados allowing for the undertaking of drilling and exploration activities during the year ended December 31, 2023, in exchange for an incremental cash payment of US$450,000. As at December 31, 2024, no such arrangement remains in effect.

Non-current Prepaid Expenses

The Company receives shared office and ancillary corporate support services from an office and administrative support services provider (the "Office Provider"). The final net amount paid by the Company to the Office Provider to effectively secure access to its services until February 28, 2039 totaled $416,195.

As the amounts paid by the Company provide the Company the benefit of access for an extended period, the amount paid has been initially deferred and will be amortized over the life of the agreement. The pro rata portion of deferred amounts relating to the 12 months ending December 31, 2025, have been classified as a current asset and the portion beyond 12 months is shown as non-current.

14

---

NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars, unless otherwise stated)

6. EQUIPMENT

Cost	Mobile Equipment	Exploration Equipment	Total
As at January 1, 2023	51,031	-	51,031
Additions	-	189,419	189,419
Adjustment for the impacts of hyperinflation	(17,053)	-	(17,053)
As at December 31, 2023	33,978	189,419	223,397
Additions	-	215,468	215,468
Effect of foreign currency translation	-	(7,268)	(7,268)
Adjustment for the impacts of hyperinflation	28,991	27,477	56,468
As at December 31, 2024	62,969	425,096	488,065
Accumulated depreciation
As at January 1, 2023	(32,308)	-	(32,308)
Amortization	(13,169)	(4,062)	(17,231)
Adjustment for the impacts of hyperinflation	17,170	-	17,170
As at December 31, 2023	(28,307)	(4,062)	(32,369)
Amortization	(11,036)	(47,156)	(58,192)
Effect of foreign currency translation	-	(185)	(185)
Adjustment for the impacts of hyperinflation	(23,626)	417	(23,209)
As at December 31, 2024	(62,969)	(50,986)	(113,955)
Net book value
As at December 31, 2023	5,671	185,357	191,028
As at December 31, 2024	-	374,110	374,110

---

NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars, unless otherwise stated)

7. MINERAL PROPERTIES

	Los Helados Project	Lunahuasi Project	Maricunga Properties	Total
January 1, 2023	$ 3,902,697	-	-	$ 3,902,697
Additions	133,923	-	-	133,923
Effect of foreign currency translation	(221,496)	-	-	(221,496)
December 31, 2023	$ 3,815,124	-	-	$ 3,815,124
Additions	135,081	2,048,456	96,182	2,279,719
Effect of foreign currency translation	(145,795)	-	(1,948)	(147,743)
Adjustment for the impacts of hyperinflation	-	323,561	-	323,561
December 31, 2024	$ 3,804,410	$ 2,372,017	$94,234	$ 6,270,661

Los Helados Project

The Company holds interests in the Los Helados properties and the La Rioja properties (together, the "Los Helados Project"), which are comprised of adjacent mineral titles in Region III, Chile, and the San Juan Province in Argentina. As at December 31, 2024, the Company held an approximate 69% interest in the underlying Los Helados properties and a 60% interest in the La Rioja properties.

The Company is the majority partner and operator of the Los Helados Project, which is subject to a Joint Exploration Agreement ("JEA") with its exploration partner, Nippon Caserones Resources LLC ("NCR"). NCR is a subsidiary of JX Metals Corporation, a Tokyo-based mining and smelting company that also has an indirect 30% ownership interest in the Caserones Mine, located approximately 17 kilometres from the Los Helados Project.

The Company had sole funded 100% of the expenditures related to the Los Helados properties for the period from September 1, 2015, to August 31, 2022, as a result of elections by the exploration partner pursuant to the JEA not to fund its share of expenditures. The sole funding of expenditures at the Los Helados properties during this period resulted in dilution of NCR's interest, and corresponding increases to the Company's interest, as noted above.

The foregoing notwithstanding, NCR elected to exercise its right to fund its pro rata share of qualifying expenditures related to the Los Helados properties since September 1, 2022. Amounts contributed or contributable by NCR with respect to its funding commitment for the Los Helados properties are recorded as reductions to exploration and project investigation costs and total $761,688 for the year ended December 31, 2024 (2023: $6,372,571).

16

---

NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars, unless otherwise stated)

While the Los Helados concessions are not subject to royalties, back-in rights, or other obligations in favour of third parties, pursuant to the terms of the JEA, a party's interest is automatically converted to a 0.5% net smelter return ("NSR") royalty if it is diluted to below 5%. In addition to a specific tax on mining activities, the Chilean government also levies royalties in the form of a mining tax on dividends paid by a Chilean mining company.

Lunahuasi Project

The Company holds a 100% interest in the Lunahuasi Project, a high-grade copper-gold-silver deposit located on the Nacimiento I concession in San Juan Province, Argentina. Lunahuasi lies along the same major north-northeast structural trend that controls the Filo del Sol deposit located approximately 6 km to the south and the Los Helados deposit located approximately 9 km to the north.

The Nacimiento I concession was subject to a 3% NSR royalty, of which the Company repurchased two thirds (i.e. a 2% NSR royalty) on May 13, 2024, from Filo Corp. ("Filo"), a related party at the time by way of directors, officers and shareholders in common, pursuant to a buy back option for cash consideration totaling US$ 1.5 million. The consideration paid for the buy back had a Canadian dollar equivalent of $2,048,456, which has been recorded as an addition to the mineral property balance for Lunahuasi. The remaining 1% NSR royalty was held by Filo until its acquisition by Vicuña Corp., a joint venture formed by Lundin Mining Corporation and BHP Investments Canada Inc., on January 15, 2025 (the "Filo Acquisition"). Vicuña Corp. is not a related party of the Company.

The Nacimiento I concession is also subject to an additional third-party NSR royalty of 0.5% covering the first 10 years of production. The same third party is also entitled to a one-time payment of US$2.0 million upon commencement of production at Nacimiento I.

Valle Ancho Properties

In November 2022, the Company secured a 100% interest in the Valle Ancho and Interceptor properties (collectively, the "Valle Ancho Properties"), located in Catamarca, Argentina, by making its formal submissions to the Province of Catamarca to evidence its completion of the US$8.0 million minimum expenditure requirement. Historically, no acquisition costs have been incurred with respect to the Valle Ancho Properties.

Following an internal reorganization completed in July 2024, the Valle Ancho Properties are now held by Pampa Catamarca S.A., a newly incorporated, wholly owned subsidiary of the Company.

Maricunga Properties

In April 2024, the Company acquired a 100% interest in certain exploitation and exploration concessions located in Chile (the "Maricunga Properties") from Filo for total cash consideration having a Canadian dollar equivalent of $96,182. The Maricunga Properties are adjacent to the Valle Ancho Properties.

17

---

NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars, unless otherwise stated)

8. DUE TO EXPLORATION PARTNER

The Company has an obligation to fund a partner’s share of exploration expenditures related to the La Rioja properties (the “Obligation”). In accordance with the terms of the JEA between the Company and the partner, NCR, the Company has elected to settle the Obligation through funding NCR’s share of exploration expenditures, which remained US$3.3 million as at December 31, 2024, and has no defined timeline for settlement.

The Company considered the estimated timeframe required to expend the remaining US$3.3 million on behalf of NCR at the La Rioja properties and has presented the remaining obligation as a non-current liability, discounted to its present value at an annual effective rate of 8% (2023: 8%).

As at December 31, 2024, the Company reviewed the nature and timing of future expenditures at the La Rioja properties and increased its expected annual funding of NCR’s share of future exploration expenditures from US$39,600 to US$55,200 based on its best estimate of exploration activities to be conducted on the project. The effect of this change in future estimated expenditures at the La Rioja properties is an increase in the amount due to exploration partner by $319,552, with a corresponding amount recognized within other losses on the consolidated statement of comprehensive loss for the year ended December 31, 2024 (2023: $11,475).

9. SHARE CAPITAL

The Company has authorized an unlimited number of voting common shares without par value.

On August 11, 2023, the Company closed a non-brokered private placement, pursuant to which the Company sold an aggregate of 13,178,460 common shares at a price of $6.50 per common share, generating aggregate gross proceeds of $85.7 million (the “2023 Financing”). Share issuance costs related to the 2023 Financing totaled $2.4 million, and included professional fees, regulatory fees, and 5% finders’ fees payable in cash on approximately $20.6 million of the gross proceeds from the 2023 Financing. The common shares issued under the 2023 Financing were subject to a hold period under applicable securities laws, which expired on December 12, 2023.

As part of the 2023 Financing, Nemesia S.à.r.l. (“Nemesia”) purchased 4,307,692 common shares pursuant to the terms outlined above, for gross proceeds of $28.0 million. By virtue of its shareholding in the Company in excess of 20%, either individually or on an aggregate basis with other entities with which it acts jointly or reports its shareholdings jointly, Nemesia is considered a related party of the Company. In addition, as part of the 2023 Financing, directors of the Company purchased a total of 465,000 common shares pursuant to the terms outlined above, for gross proceeds of $3.0 million.

On October 31, 2024, the Company closed a non-brokered private placement, pursuant to which the Company sold an aggregate of 16,082,453 common shares at a price of $11.00 per common share, generating aggregate gross proceeds of $176.9 million (the “2024 Financing”). Share issuance costs related to the 2024 Financing totaled $5.9 million, and included professional fees, regulatory fees, and 5% finders’ fees payable in cash on approximately $46.5 million of the gross proceeds from the 2024 Financing. The common shares issued under the 2024 Financing were subject to a hold period under applicable securities laws, which expired on March 1, 2025.

18

---

NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars, unless otherwise stated)

As part of the 2024 Financing, Nemesia purchased 2,272,727 common shares, pursuant to the terms outlined above, for gross proceeds of $25.0 million. In addition, as part of the 2024 Financing, directors and members of the executive management team of the Company purchased a total of 122,909 common shares pursuant to the terms outlined above, for gross proceeds of $1.4 million.

10. SHARE OPTIONS

a) Share option plan

The Company has a share option plan adopted by the Board of Directors on May 7, 2019, and amended on May 19, 2022 and May 13, 2024, which reserves an aggregate of 10% of the issued and outstanding shares of the Company for issuance upon the exercise of options granted. The granting, vesting and terms of the share options are at the discretion of the Board of Directors.

b) Share options outstanding

Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:

	Number of shares issuable pursuant to share options	Weighted average exercise price per share
Balance at January 1, 2023	12,714,000	$ 1.06
Options granted	1,500,000	6.21
Exercised	(1,780,001)	0.86
Balance at December 31, 2023	12,433,999	$ 1.71
Options granted	2,125,000	$9.70
Exercised	(3,836,001)	0.71
Forfeited or cancelled	(158,333)	4.97
Balance at December 31, 2024	10,564,665	$ 3.63

On August 14, 2024, the Company granted a total of 1,925,000 share options to officers, employees, directors and other eligible persons at an exercise price of $9.53 per share. In addition, on October 7, 2024, the Company granted a total of 200,000 share options to an officer at an exercise price of $11.34 per share.

The Company uses the Black-Scholes option pricing model to estimate the fair value for all options granted and the resulting stock-based compensation. The weighted average assumptions used in this pricing model, and the resulting fair values per option, for the 2,125,000 share options granted during the year ended December 31, 2024, are as follows:

(i) Risk-free interest rate: 2.95%
(ii) Expected life: 4 years
(iii) Expected volatility: 72.25%
(iv) Expected dividends: nil
(v) Fair value per option: $5.38

The weighted average share price on the exercise date for the share options exercised during year ended December 31, 2024, was $9.43.

19

---

NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars, unless otherwise stated)

The following table details the share options outstanding and exercisable as at December 31, 2024:

	Outstanding options			Exercisable options
Exercise price	Options Outstanding	Weighted average remaining contractual life (Years)	Weighted average exercise price	Options exercisable	Weighted average remaining contractual life (Years)	Weighted average exercise price
$0.54	1,705,000	0.91	$0.54	1,705,000	0.91	$0.54
$0.68	1,741,666	1.67	$0.68	1,741,666	1.67	$0.68
$1.65	1,234,998	2.03	$1.65	761,666	2.03	$1.65
$2.08	2,263,334	2.68	$2.08	2,263,334	2.68	$2.08
$3.16	135,000	2.91	$3.16	135,000	2.91	$3.16
$6.20	1,359,667	3.66	$6.20	901,335	3.66	$6.20
$9.53	1,925,000	4.62	$9.53	641,672	4.62	$9.53
$11.34	200,000	4.77	$11.34	66,667	4.77	$11.34
	10,564,665	2.67	$3.63	8,216,340	2.32	$2.55

c) Share-based compensation

	Year ended December 31,
	2024	2023
Exploration and project investigation	1,960,464	1,079,170
General and administration	6,388,242	3,592,030
	8,348,706	4,671,200

11. EXPLORATION AND PROJECT INVESTIGATION

The Company expensed the following exploration and project investigation costs for the years ended December 31, 2024 and 2023:

---

NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars, unless otherwise stated)

Year ended December 31,		Los Helados Project	Lunahuasi	Valle Ancho	Other	Total
2024	Land holding and access costs	563,098	30,549	4,679	82,882	681,208
	Drilling, fuel, camp costs and field supplies	96,989	31,397,806	2,805	-	31,497,600
	Roadwork, travel and transport	87,212	8,615,779	76,170	1,443	8,780,604
	Consultants, geochemistry and geophysics	378,430	1,848,378	3,760	-	2,230,568
	Environmental and community relations	122,682	2,086,695	3,507	12,937	2,225,821
	VAT and other taxes	46,455	9,709,402	29,042	7,623	9,792,522
	Office, field and administrative salaries, overhead and other administrative costs	1,109,547	5,335,837	110,769	25,376	6,581,529
	Share-based compensation	77,595	1,872,123	7,316	3,430	1,960,464
	Total	2,482,008	60,896,569	238,048	133,691	63,750,316
2023	Land holding and access costs	1,101,845	10,335	18,318	7,267	1,137,765
	Drilling, fuel, camp costs and field supplies	7,384,904	15,394,758	-	-	22,779,662
	Roadwork, travel and transport	1,406,354	2,493,339	301	13	3,900,007
	Engineering and conceptual studies	347,755	-	-	-	347,755
	Consultants, geochemistry and geophysics	1,093,837	866,631	5,654	-	1,966,122
	Environmental and community relations	83,006	97,181	-	-	180,187
	VAT and other taxes	1,631,736	2,934,239	31,435	11,142	4,608,552
	Office, field and administrative salaries, overhead and other administrative costs	1,640,149	2,478,085	137,891	27,595	4,283,720
	Share-based compensation	404,862	667,719	5,321	1,268	1,079,170
	COVID related health and safety	-	431	-	-	431
	Total	15,094,448	24,942,718	198,920	47,285	40,283,371

21

---

NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars, unless otherwise stated)

12. RELATED PARTY TRANSACTIONS

Under the normal course of operations, the Company may undertake transactions or hold balances with related parties. Other than those related party transactions identified elsewhere in these consolidated financial statements, during the year ended December 31, 2024, the Company also engaged with Filo with respect to the sharing of services.

a) Related party services

During the year ended December 31, 2024, the Company had a cost sharing arrangement with Filo. Under the terms of this arrangement, the Company may, from time to time, provide management, technical, administrative and/or financial services (collectively, "Management Services") to Filo, and vice versa. In addition, historically, the Company has engaged MOAR Consulting Inc. ("MOAR"), an exploration consulting firm, of which a director of the Company is the president. These transactions were incurred in the normal course of operations, and are summarized as follows:

	Year ended December 31,
	2024	2023
Management Services to Filo	269,069	285,642
Management Services from Filo	(298,654)	(436,784)
Exploration Consultation from MOAR	-	(11,825)

b) Related party balances

The amounts due from (to) related parties, and the components of the consolidated statements of financial position in which they are included, are as follows:

	Related Party	December 31, 2024	December 31, 2023
Receivables and other assets	Filo	80,345	67,466
Accounts payable and accrued liabilities	Filo	(67,502)	(52,858)

---

NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars, unless otherwise stated)

c) Key management compensation

The Company's key management personnel have the authority and responsibility for overseeing, planning, directing and controlling its activities and consist of the Board of Directors and members of the executive management team. Total compensation expense for key management personnel, and the composition thereof, is as follows:

	Year ended December 31,
	2024	2023
Salaries and other payments	1,155,790	912,411
Short-term employee benefits	36,576	26,825
Directors fees	148,841	97,000
Stock-based compensation	5,573,733	3,074,327
Short-term incentive bonuses	1,130,000	1,122,000
Severance	290,000	-
	8,334,940	5,232,563

1. INCOME TAXES

Income tax expense differs from the amount that would result from applying the Canadian federal and provincial income tax rates to the loss for the year. These differences result from the following items:

	Year ended December 31,
	2024	2023
Loss before taxes	63,596,812	37,718,192
Combined Canadian federal and provincial statutory income tax rates	27.00%	27.00%
Income tax recovery based on the above rate	17,171,139	10,183,912
Changes to income tax balances and other items that have not been recognized	(12,038,755)	(7,263,052)
Impacts of changes and differences in foreign tax and currency rates	(5,563,360)	(3,416,671)
Non-deductible expenses and permanent differences	430,976	495,811
Total income tax recovery	-	-

---

NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars, unless otherwise stated)

The Company's unrecognized deductible temporary differences and unused tax losses for which no deferred tax asset has been recognized consist of the following:

	Year ended December 31,
	2024	2023
Non-capital losses carried forward	5,260,112	3,884,369
Mineral properties and related expenditures	44,376,455	30,209,552
Other	1,776,472	911,852
	51,413,039	35,005,773

As at December 31, 2024, the non-capital loss carry-forwards and their respective expiration dates are as follows:

Year	Canada	Argentina	Other	Total
2025	-	2,052	33,346	35,398
2026	-	45,885	24,330	70,215
2027	-	173,784	22,648	196,432
2028	-	462,119	52,535	514,654
2029 and onwards	16,823,027	1,243,610	33,831	18,100,468
	16,823,027	1,927,450	166,690	18,917,167

14. SEGMENTED INFORMATION

The Company is principally engaged in the acquisition, exploration and development of mineral properties in South America. The information regarding mineral properties and exploration and project investigation costs presented in Notes 7 and 11, respectively, represent the manner in which management reviews its business performance. Materially all of the Company's mineral properties and exploration and project investigation costs relate to South America, particularly Chile and Argentina. The net gains on the use of marketable securities are allocated to the underlying projects for which the funding was provided. Materially all of the Company's administrative costs are incurred by the Canadian parent, where materially all of the Company's cash is held in the normal course of business until it is required to be deployed to the Company's South American subsidiaries in support of ongoing and planned work programs.

24

---

NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars, unless otherwise stated)

The following are summaries of the Company's current and non-current assets, current liabilities, and net losses by segment:

		Los Helados Project	Lunahuasi & Valle Ancho	Corporate	Total
As at December 31, 2024	Current assets	1,109,560	4,917,954	195,492,387	201,519,901
	Non-current receivables and other assets	30,570	-	-	30,570
	Prepaids	-	-	368,173	368,173
	Equipment	158,006	216,104	-	374,110
	Mineral properties	3,898,644	2,372,017	-	6,270,661
	Total assets	5,196,780	7,506,075	195,860,560	208,563,415
	Current liabilities	684,501	10,914,401	977,122	12,576,024
	Due to exploration partner	-	-	956,041	956,041
	Total liabilities	684,501	10,914,401	1,933,163	13,532,065
		Los Helados Project	Lunahuasi & Valle Ancho	Corporate	Total
As at December 31, 2023	Current assets	1,089,494	1,077,345	74,706,657	76,873,496
	Non-current receivables and other assets	413,267	-	-	413,267
	Equipment	185,358	5,670	-	191,028
	Mineral properties	3,815,124	-	-	3,815,124
	Total assets	5,503,243	1,083,015	74,706,657	81,292,915
	Current liabilities	768,887	5,670,081	750,870	7,189,838
	Due to exploration partner	-	-	634,740	634,740
	Total liabilities	768,887	5,670,081	1,385,610	7,824,578

25

---

NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars, unless otherwise stated)

Year ended December 31,		Los Helados Project	Lunahuasi & Valle Ancho	Corporate	Other	Total
2024	Exploration and project investigation	2,482,008	61,134,617	-	133,691	63,750,316
	Gain on use of marketable securities	(22,798)	(9,177,904)	-	-	(9,200,702)
	General and administration and other items	126,871	1,085,679	7,834,648	-	9,047,198
	Net loss	2,586,081	53,042,392	7,834,648	133,691	63,596,812
		Los Helados Project	Lunahuasi & Valle Ancho	Corporate	Other	Total
2023	Exploration and project investigation	15,094,448	25,141,638	-	47,285	40,283,371
	Gain on use of marketable securities	(61,957)	(8,968,580)	-	-	(9,030,537)
	General and administration and other items	117,986	(510,600)	6,857,972	-	6,465,358
	Net loss	15,150,477	15,662,458	6,857,972	47,285	37,718,192

26

---

NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars, unless otherwise stated)

15. USE OF MARKETABLE SECURITIES

From time to time, the Company may acquire and transfer marketable securities to facilitate intragroup funding transfers between the Canadian parent and its Argentine operating subsidiaries.

The Company does not acquire marketable securities or engage in these transactions for speculative purposes. In this regard, under this strategy, the Company generally uses marketable securities of large and well-established companies, with high trading volumes and low volatility. Nonetheless, as the process to acquire, transfer and ultimately sell the marketable securities occurs over several days, some fluctuations are unavoidable.

As the marketable securities are acquired with the intention of a near term sale, they are considered financial instruments that are held for trading. Accordingly, all changes in the fair value of the instruments, between acquisition and disposition, are recognized through profit or loss.

As a result of having utilized this mechanism for intragroup funding for the year ended December 31, 2024, the Company realized a net gain of $9,200,702 (2023: $9,030,537). The net gain for the year ended December 31, 2024 was comprised of a favorable foreign currency impact of $11,823,572 (2023: $10,100,473) and a trading loss of $2,622,870 (2023: $1,069,936), including the impact of fees and commissions.

16. COMMITMENT

In June 2024, the Company entered into a long-term office premise and ancillary corporate support services agreement with the Office Provider, retroactive to January 1, 2024. The agreement expires on February 28, 2039, and provides a guarantee of monthly fees over its duration, which was set at $41,000 as at December 31, 2024 and is subject to periodic revision. In addition to the monthly fee, the final net amount paid by the Company to the Office Provider to effectively secure access to its services until February 28, 2039 totaled $416,195 (Note 5).

17. CAPITAL MANAGEMENT

The Company's objectives when managing capital are to safeguard its ability to continue as a going concern in order to pursue the development of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. In the definition and management of capital, the Company considers the items included in shareholders' equity to be capital.

The Company manages the capital structure and makes adjustments, as necessary, in light of changes in economic conditions and the risk characteristics of its assets. In order to maintain or adjust the capital structure, the Company may attempt to issue new shares or debt instruments, acquire or dispose of assets, or to bring in joint venture partners.

To facilitate the management of its capital requirements, the Company may prepare expenditure plans and budgets that are updated as necessary depending on various factors, including, but not limited to, successful capital deployment and general industry conditions.

27

---

NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars, unless otherwise stated)

18. FINANCIAL INSTRUMENTS AND MANAGEMENT OF FINANCIAL RISKS

The Company has estimated the fair values of its financial instruments based on appropriate valuation methodologies. These values are not materially different from their carrying value.

The Company classifies the fair value of its financial instruments according to the following hierarchy based on the amount of observable inputs used to value the instrument:

• Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities
• Level 2 – inputs other than quoted prices included in Level 1 that are observable for the assets or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
• Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

As at December 31, 2024, the Company's financial instruments consist of cash, receivables and other assets, short-term investments, trade payables and accrued liabilities, and the amounts due to its exploration partner. Other than for the amounts due to its exploration partner, the carrying values of the Company's financial instruments are considered to be reasonable approximations of fair value due to their short-term nature. For amounts due to its exploration partner, the Company revalues the liability from time to time based on revisions to the timing and amounts of expected future settlement, which the Company believes is a reasonable approximation of fair value. Between revaluations, the liability is accreted.

As at December 31, 2024, the Company's financial instruments are exposed to the following financial risks, including credit, liquidity and currency risks:

(i) Credit risks associated with cash is minimal as the Company deposits the majority of its cash with large Canadian financial institutions that have been accorded a strong investment grade rating by a primary rating agency or received adequate deposit insurance coverage.

(ii) Liquidity risks associated with the inability to meet obligations as they become due is minimized through the management of its capital structure as explained on Note 17 and by maintaining good relationships with significant shareholders, such as Nemesia. The Company also closely monitors and reviews its costs to date and actual cash flows on a monthly basis.

The maturities of the Company's financial liabilities as at December 31, 2024, are as follows:

	Total	Less than 1 year	1-5 years	More than 5 years
Accounts payable and accrued liabilities	12,576,024	12,576,024	-	-
Due to exploration partner	4,707,571	-	-	4,707,571
Total	17,283,595	12,576,024	-	4,707,571

---

NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars, unless otherwise stated)

In accordance with the terms of a JEA between the Company and its partner, NCR, the Company has elected to settle the Obligation through funding NCR's share of exploration expenditures, which remained US$3.3 million as at December 31, 2024, and has no defined timeline for settlement. The Obligation has been discounted and recorded at its present value at an annual effective rate of 8%. The figure provided in the preceding table represents the Canadian dollar equivalent of the liability on an undiscounted basis.

(iii) Foreign currency risk can arise when the Company or its subsidiaries transact or have net financial assets or liabilities which are denominated in currencies other than their respective functional currencies.

At December 31, 2024, the Company's largest foreign currency risk exposure existed at the level of its Canadian headquarters, where the Company held a net financial asset position denominated in US dollars having a Canadian dollar equivalent of approximately $53,800,000. A 10% change in the foreign exchange rate between the US dollar, and the Canadian dollar, NGEx Minerals' functional currency, would give rise to increases/decreases of approximately $5,380,000 in financial position/comprehensive loss.

29