NW! nuinsco
RESOURCES LIMITED

NUINSCO RESOURCES LIMITED

CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2025 AND 2024

DATED March 27, 2026

NW! nuinsco
RESOURCES LIMITED

Horizon Assurance LLP

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of
Nuinsco Resources Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Nuinsco Resources Limited and its subsidiaries (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2025 and 2024, and the consolidated statements of operations and comprehensive loss, changes in shareholders' deficiency, and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).

Basis of Opinion

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

Material Uncertainty Related to Going Concern

We draw attention to note 1 in the consolidated financial statements, which describes the events or conditions that indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

219 - 7100 Woodbine Ave., Markham, ON L3R 5J2

[email protected]

www.horizonllp.ca

Horizon Assurance LLP

Key Audit Matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. 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.

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

Other Information

Management is responsible for the other information. The other information comprises the Management's Discussion and Analysis for the year ended December 31, 2025, which we obtained prior to the date of this auditor's report.

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

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

Horizon Assurance LLP

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

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

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

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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 group 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.

Horizon Assurance LLP

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

Significant deficiencies in internal control;
Identified fraud or suspected fraud; and
Other matters related to fraud that are, in our judgment, relevant to the responsibilities of those charged with governance.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements 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 Julia Zhou.

Horizon Assurance LLP

March 27, 2026
Markham, Ontario

Chartered Professional Accountant
Licensed Public Accountant

Nuinsco Resources Limited

As at December 31, 2025 and 2024

Consolidated Statements of Financial Position

(in Canadian dollars)	Notes	December 31, 2025	December 31, 2024
ASSETS
Current assets
Cash		$ 193,300	$ 34,872
Marketable securities		-	34,485
Sales tax receivable		38,280	14,352
Total current assets		231,580	83,709
Non-current assets
Property and equipment	5	-	1,358
Exploration and evaluation projects	6	1,011,172	834,167
Total non-current assets		1,011,172	835,525
Total Assets		$ 1,242,752	$ 919,234
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities
Trade and other payables		$ 473,297	$ 483,568
Loan payable	7	60,000	60,000
Total current liabilities		533,297	543,568
Non-current liabilities
Long-term liabilities	8	3,037,605	2,754,105
Total Liabilities		3,570,902	3,297,673
Shareholders' deficiency
Share capital	9	101,477,424	101,166,504
Contributed surplus	11	7,003,969	7,003,969
Warrants	11	39,379	36,299
Accumulated other comprehensive loss		(2,147,261)	(2,147,261)
Deficit		(108,701,661)	(108,437,950)
Total shareholders' deficiency		(2,328,150)	(2,378,439)
Total Liabilities and Shareholders' Deficiency		$ 1,242,752	$ 919,234

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

Nature of operations and going concern (note 1)

Contingencies and commitments (note 15)

Subsequent events (note 17)

Approved by the Board of Directors:

(signed) "Bob Wardell" Director

(signed) "Paul Jones" Director

Nuinsco Resources Limited

Consolidated Statements of Operations and Comprehensive Loss
For the years ended December 31, 2025 and 2024

(in Canadian dollars)	Notes	2025	2024
		$	$
Operating expenses
General and administrative		$ 385,576	$ 385,690
Share-based payments	13	-	57,498
Depreciation of property and equipment	5	1,358	457
Evaluation and exploration project expenses	6	10,749	-
Operating loss		(397,683)	(443,645)
Other income (expenses)
Interest expense	7	(2,999)	(2,726)
Unrealized loss on marketable securities		-	(4,622)
Option payments	6	(13,000)	(40,806)
Income from option agreements	6	201,140	139,107
Loss on sale of marketable securities		(51,169)	-
Loss before income taxes		(263,711)	(352,692)
Income taxes	16	-	-
Net loss and comprehensive loss for the year		$ (263,711)	$ (352,692)
Loss per share
basic and diluted	11	$ (0.00)	$ (0.00)
Weighted average number of shares outstanding
basic and diluted		613,950,361	593,452,553

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

Nuinsco Resources Limited

Consolidated Statements of Shareholders' Deficiency

For the years ended December 31, 2025 and 2024

(in Canadian dollars)	Share Capital	Contributed Surplus	Warrants	Accumulated Other Comprehensive Loss	Deficit	Total Shareholders' Deficiency
Balances as at December 31, 2023	$ 101,043,919	$ 6,949,774	$ 57,996	$ (2,147,261)	$ (108,085,258)	$ (2,180,830)
Share-based payments	-	57,498	-	-	-	57,498
Expiry of warrants	-	21,697	(21,697)	-	-	-
Units issued on private placement	40,500	-	-	-	-	40,500
Shares issued for option payment	1,000	-	-	-	-	1,000
Shares issued for settlement of debt	31,085	-	-	-	-	31,085
Exercise of stock options	50,000	(25,000)	-	-	-	25,000
Net loss for the period	-	-	-	-	(352,692)	(352,692)
Balances as at December 31, 2024	101,166,504	7,003,969	36,299	(2,147,261)	(108,437,950)	(2,378,439)
Shares issued under property agreement	1,000	-	-	-	-	1,000
Shares issued on private placement	320,000	-	-	-	-	320,000
Share issue costs	(10,080)	-	3,080	-	-	(7,000)
Net loss for the period	-	-	-	-	(263,711)	(263,711)
Balances as at December 31, 2025	$ 101,477,424	$ 7,003,969	$ 39,379	$ (2,147,261)	$ (108,701,661)	$ (2,328,150)

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

Nuinsco Resources Limited

Consolidated Statements of Cash Flows

For the years ended December 31, 2025 and 2024

(in Canadian dollars)	Notes	2025	2024
Cash flows from operating activities
Net loss for the year		$ (263,711)	$ (352,692)
Adjustments for:
Share-based payments	11	-	57,498
Unrealized loss on marketable securities		-	4,622
Income from option agreements – shares received	6	(76,140)	(39,107)
Depreciation of property and equipment	5	1,358	457
Loss on sale of marketable securities		51,169	-
Shares issued for option payments		1,000	1,000
Changes in prepaid expenses		-	100
Change in sales tax receivables		(23,928)	3,655
Change in trade and other payables		(21,818)	91,676
Change in long-term liabilities – accrued fees	8	183,500	153,091
Net cash used in operating activities		(148,570)	(79,700)
Cash flows from investing activities
Proceeds from sale of marketable securities		59,456	-
Cash expenditures on exploration and evaluation projects	6	(65,458)	(6,957)
Net cash used in investing activities		(6,002)	(6,957)
Cash flows from financing activities
Proceeds from exercise of stock options		-	25,000
Proceeds from issue of common shares and warrants	9	320,000	40,500
Shares issue costs		(7,000)	-
Net cash provided by financing activities		313,000	65,500
Net increase (decrease) in cash		158,428	(21,157)
Cash, beginning of the year		34,872	56,029
Cash, end of the year		193,300	34,872

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

Nuinsco Resources Limited

Notes to the Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(all amounts in Canadian dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

Nature of Operations

Nuinsco Resources Limited (“Nuinsco” or the “Company”) is a company incorporated in Canada. The address of the Company’s registered office is 115-2420 Bank Street, Ottawa, Ontario, K1V 8S2. The consolidated financial statements of the Company as at and for the years ended December 31, 2025 and 2024 (“Consolidated Financial Statements”) comprise the Company and its subsidiaries. Nuinsco is primarily engaged in the acquisition, exploration and evaluation of properties for precious and base metals. The Company conducts its activities on its own or participates with others on an investment basis. The Company also makes strategic investments through equity or loan financing to companies engaged in the exploration and development of resource properties. The Company’s shares trade on the Canadian Securities Exchange under the symbol NWI.

Going Concern

The Company’s Consolidated Financial Statements have been prepared using the going concern assumption, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due. The Company has incurred a net loss of $263,711 for the year ended December 31, 2025 (2024 – $352,692) and as at December 31, 2025 has an accumulated deficit of $108,701,661 (December 31, 2024 - $108,437,950). As at December 31, 2025, the Company had a working capital deficiency of $301,717 (2024 – $459,859). Working capital deficiency is defined as current liabilities less current assets.

The Company is subject to the risks and challenges experienced by other companies at a comparable stage. These risks include, but are not limited to: continuing losses, dependence on key individuals, and the ability to secure adequate financing or to complete corporate transactions to meet the minimum capital required to successfully complete its projects and fund other operating expenses. Advancing the Company’s projects through exploration and development to the production stage will require significant financing. Refer to Note 4 on Financial Risk Management and Capital Management to these Consolidated Financial Statements for additional information.

Although the Company has taken steps to verify title to the properties on which it is conducting exploration and in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to government licensing requirements or regulations, First Nations claims, unregistered prior agreements, social licensing requirements, unregistered claims, and non-compliance with regulatory and environmental requirements. The Company may also be subject to increases in taxes and royalties, renegotiation of contracts and political uncertainties.

None of the Company’s projects are currently in commercial production and, accordingly, the Company is dependent upon debt or equity financings and the optioning and/or sale of resource or resource-related assets for its funding. The Company’s ability to continue as a going concern, is dependent upon the Company’s ability to finance exploitation of its projects through debt or equity financings and the optioning and/or sale of resource or resource-related assets for its funding.

The Company’s management continues to be engaged in securing financing or the potential sale of assets. There are no assurances that the Company will be successful in obtaining any financing or selling assets, or in accomplishing that on a timely basis or on reasonable or acceptable terms, or at all. If the Company cannot obtain financing or otherwise improve liquidity, it will be unable to fund continuing operations and corporate administration costs.

If the Company is unable to obtain additional financing, it will be required to curtail all of its operations and may be required to liquidate its assets.

Should the Company not be able to continue to obtain the necessary financing, achieve favourable exploration results, achieve future profitable production or the sale of properties or improve its liquidity sufficient to enable it to fund operations, the Company’s ability to continue as a going concern will be compromised. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

Nuinsco Resources Limited

Notes to the Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(all amounts in Canadian dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN - CONTINUED

These consolidated financial statements do not include any additional adjustments to the recoverability and classification of certain recorded asset amounts, classification of certain liabilities and changes to the statements of operation and comprehensive loss that might be necessary if the Company was unable to continue as a going concern.

2. BASIS OF PREPARATION

(a) Statement of Compliance

These consolidated financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") and its interpretations adopted by the International Accounting Standards Board ("IASB").

The Company's significant accounting policies are described in Note 3.

The management of Nuinsco prepares the consolidated financial statements which are then reviewed by the Audit Committee and the Board of Directors. The consolidated financial statements were authorized for issuance by the Board of Directors on March 27, 2026.

(b) Basis of Measurement

The consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments measured at fair value.

(c) Functional and Presentation Currency

These consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company and its active subsidiaries. All financial information is expressed in Canadian dollars unless otherwise stated.

(d) Use of Estimates and Judgments

The preparation of these consolidated financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. It is reasonably possible that, on the basis of existing knowledge, outcomes in the next financial year that are different from the assumptions used could require a material adjustment to the carrying amount of the asset or liability affected.

The accompanying consolidated financial statements include all adjustments that are, in the opinion of management, necessary for fair presentation.

Significant estimates and assumptions

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Information regarding significant areas of estimation uncertainty made in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is included in the following notes:

Note 11

Management determines costs for share-based payments using market-based valuation techniques. The fair value of the market-based and performance-based share awards are determined at the date of grant using generally accepted valuation techniques. Assumptions are made in applying valuation techniques. These assumptions include estimating the future volatility of the stock price, expected dividend yield, future employee turnover rates and future employee stock option exercise behaviours and corporate performance. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.

Nuinsco Resources Limited

Notes to the Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(all amounts in Canadian dollars)

2. BASIS OF PREPARATION – CONTINUED

Significant Judgments

Judgments are reviewed on an ongoing basis. Changes resulting from the effects of amended judgments are recognized in the period in which the change occurs and in any future periods presented.

Information regarding significant areas of critical judgments made in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is included in the following notes:

Note 1
Going concern assessment - As is common with exploration companies, the Company's ability to continue its on-going and planned exploration activities and continue operations as a going concern, is dependent upon the recoverability of costs incurred to date on mineral properties, the existence of economically recoverable reserves, and the ability to obtain necessary equity financing from time to time.
Note 6
Classification of expenditures as exploration and evaluation projects or operating expenses - The application of the Company's accounting policy for exploration and evaluation expenditure requires judgment in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. If, after expenditure is capitalized, information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalized is written off in the profit or loss in the year the new information becomes available.
Note 6
Impairment of exploration and evaluation projects - While assessing whether any indications of impairment exist for exploration and evaluation assets, consideration is given to both external and internal sources of information. Information the Company considers includes changes in the market, economic and legal environment in which the Company operates that are not within its control that could affect the recoverable amount of exploration and evaluation assets. Internal sources of information include the manner in which exploration and evaluation assets are being used or are expected to be used and indications of expected economic performance of the assets. Estimates include but are not limited to estimates of the discounted future cash flows expected to be derived from the Company's properties, costs to sell the properties and the appropriate discount rate.
Note 15
Disclosure of contingencies - Provisions and contingencies arising in the course of operations, including provisions for income or other tax matters are subject to estimation uncertainty. Management uses all information available in assessing the recognition, measurement and disclosure of matters that may give rise to provisions or contingencies. The actual outcome of various provisional and contingent matters may vary and may cause significant adjustments to the Company's assets when the amounts are determined or additional information is acquired.

(e) Basis of Consolidation

Subsidiaries

Subsidiaries are entities controlled by Nuinsco. Control exists when Nuinsco has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that currently are exercisable are taken into account. The financial statements of subsidiaries are included in these consolidated financial statements from the date that control commences until the date that control ceases. Significant Company entities are listed in Note 14.

Transactions eliminated on consolidation

Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements.

Nuinsco Resources Limited

Notes to the Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(all amounts in Canadian dollars)

3. MATERIAL ACCOUNTING POLICIES

The significant accounting policies of the Company are set out in detail below. Such policies have been applied consistently to all periods presented in these consolidated financial statements and have been applied consistently by Nuinsco and its subsidiaries.

(a) Foreign Currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of each subsidiary at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date. The foreign currency gain or loss resulting from the settlement of such transactions and from the translation at the reporting date of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss.

(ii) Foreign currency translations

When the Company translates the financial statements of subsidiaries from their functional currency to presentation currency, assets and liabilities are translated into Canadian dollars at the exchange rate in effect at the balance sheet date. Share capital, contributed surplus, other comprehensive (loss) income, and accumulated deficits are translated into Canadian dollars at historical exchange rates. Revenues and expenses are translated into Canadian dollars at the average exchange rate for the year. Foreign exchange gains and losses on translation are included in other comprehensive (loss) income.

(b) Financial Instruments

Financial assets

Initial recognition and measurement

Non-derivative financial assets within the scope of IFRS 9 are classified and measured as "financial assets at fair value", as either fair value through profit and loss ("FVPL") or fair value through other comprehensive income ("FVOCI"), and "financial assets at amortized costs", as appropriate. The Company determines the classification of financial assets at the time of initial recognition based on the Company's business model and the contractual terms of the cash flows.

All financial assets are recognized initially at fair value plus, in the case of financial assets not at FVPL, directly attributable transaction costs on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

Subsequent measurement – Financial assets at FVPL

Financial assets measured at FVPL include financial assets management intends to sell in the short term and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVPL are carried at fair value in the statements of financial position with changes in fair value recognized in other income or expense in the consolidated statements of operations and comprehensive loss. The marketable securities are recorded at FVPL.

Subsequent measurement – Financial assets at FVOCI

Financial assets measured at FVOCI are non-derivative financial assets that are not held for trading and the Company has made an irrevocable election at the time of initial recognition to measure the assets at FVOCI. The Company does not measure any financial assets at FVOCI.

After initial measurement, investments measured at FVOCI are subsequently measured at fair value with unrealized gains or losses recognized in other comprehensive income or loss in the consolidated statements of operations and comprehensive loss. When the investment is sold, the cumulative gain or loss remains in accumulated other comprehensive income or loss and is not reclassified to profit or loss.

Nuinsco Resources Limited

Notes to the Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(all amounts in Canadian dollars)

3. MATERIAL ACCOUNTING POLICIES - CONTINUED

Dividends from such investments are recognized in other income in the consolidated statements of operations and comprehensive (loss) income when the right to receive payments is established.

Derecognition

A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company no longer retains substantially all the risks and rewards of ownership.

Impairment of financial assets

The Company's only financial assets subject to impairment are receivables, which are measured at amortized cost. The Company has elected to apply the simplified approach to impairment as permitted by IFRS 9, which requires the expected lifetime loss to be recognized at the time of initial recognition of the receivable. To measure estimated credit losses, amounts receivable have been grouped based on shared credit risk characteristics, including the number of days past due. An impairment loss is reversed in subsequent periods if the amount of the expected loss decreases and the decrease can be objectively related to an event occurring after the initial impairment was recognized.

Financial liabilities

Initial recognition and measurement

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVPL as is the case for held for trading or derivative instruments, or the Company has opted to measure the financial liability at FVPL. All financial liabilities are recognized initially at fair value and in the case of long-term debt, net of directly attributable transaction costs.

Subsequent measurement – financial liabilities at amortized cost

After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate ("EIR") method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The EIR amortization is included in finance cost in the consolidated statements operations and comprehensive loss.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires with any associated gain or loss recognized in other income or expense in the consolidated statements of operations and comprehensive loss.

Financial assets:

Cash	Amortized cost
Receivables, excluding sales tax receivables	Amortized cost
Marketable securities	FVPL

Financial liabilities:

Trade and other payables	Amortized cost
Long-term liabilities	Amortized cost
Loan Payable	Amortized cost

Nuinsco Resources Limited

Notes to the Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(all amounts in Canadian dollars)

3. MATERIAL ACCOUNTING POLICIES - CONTINUED

(c) Property and Equipment

(i) Recognition and measurement

Items of property and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes any expenditure that is directly attributable to the acquisition of the asset. Gains and losses on disposal of an item of property and equipment are determined by comparing the proceeds from disposal with the carrying amount of property and equipment and are recognized net within other income in the consolidated statement of operations and comprehensive loss.

(ii) Depreciation

Depreciation is calculated as a function of the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value. Depreciation commences when assets are available for use. Depreciation is recognized through operations as follows over the estimated useful lives of each part of an item of property and equipment.

The estimated depreciation rate or useful lives for the current and comparative periods are as follows:

Item	Method	Rate
Equipment	Declining balance	20%
Computer	Straight-line	30%

Depreciation methods, useful lives and residual values are reviewed at each financial year end and adjusted if appropriate.

(d) Exploration and Evaluation Projects

(i) Exploration and Evaluation expenditures

Exploration and Evaluation ("E&E") expenditures relate to costs incurred on the exploration for and evaluation of potential mineral reserves and include costs related to the following: acquisition of exploration rights; conducting geological studies; exploratory drilling and sampling and evaluating the technical feasibility and commercial viability of extracting a mineral resource.

E&E expenditures, including costs of acquiring licenses, are capitalized as E&E assets on an "area of interest basis" which generally is defined as a project. The Company considers a project to be an individual geological area whereby the presence of a mineral deposit is considered favourable or has been proved to exist and, in most cases, comprises a single mine or deposit.

E&E assets are recognized if the rights to the project are current and either:

the expenditures are expected to be recouped through successful development and exploitation of the project, or alternatively by its sale; or
activities on the project have not, at the reporting date, reached a stage which permits a reasonable assessment of the existence or other economically recoverable reserves and active and significant operations in, or in relation to, the project are continuing.

Once the technical feasibility and commercial viability of the extraction of mineral reserves in a project are demonstrable and permitted, E&E assets attributable to that project are first tested for impairment and then reclassified to Mine property and development projects on the consolidated statement of financial position. Currently, Nuinsco does not hold any assets classified as Mine property and development projects.

Nuinsco Resources Limited

Notes to the Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(all amounts in Canadian dollars)

3. MATERIAL ACCOUNTING POLICIES - CONTINUED

(ii) Pre-E&E expenditures

Pre-E&E expenditures are incurred on activities that precede exploration for an evaluation of mineral resources, being all expenditures incurred prior to securing the legal rights to explore an area. Pre-E&E expenditures are expensed immediately as Pre-exploration write-offs through the consolidated statements of operations and comprehensive loss.

(iii) Impairment

E&E assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an E&E asset may exceed its recoverable amount and any impairment loss is recognized as write-down of exploration and evaluation projects through the consolidated statement of operations. The following facts and circumstances, among other things, indicate that E&E assets must be tested for impairment:

the term of exploration license for the project has expired during the reporting period or will expire in the near future, and is not expected to be renewed;
substantive expenditure on further exploration for and evaluation of mineral resources in the project area is neither budgeted nor planned;
exploration for and evaluation of mineral resources in the project area have not led to the discovery of commercially viable quantities of mineral resources and the Company plans to discontinue activities in the specific area; or
sufficient data exists to indicate that while development activity is likely to proceed, the carrying amount of the E&E asset is unlikely to be recovered in full through such activity.

E&E assets are tested for impairment on an individual project (area of interest) basis. As noted above, a project would also be tested for impairment before being transferred to Mine property and development projects on the consolidated statements of financial position.

Likewise, when facts or circumstances exist that suggest previously recognized impairment should be reversed, a gain on impairment reversal is recognized only to the extent that an impairment loss was originally recognized.

(e) Government Grants

Government grants that compensate Nuinsco for expenses incurred are recognized through operations on a systematic basis in the same periods in which the expenses are recognized. Grants that compensate Nuinsco for the cost of an asset are recognized through operations on a systematic basis over the useful life of the asset. For assets which are not being amortized, such as E&E assets or mine property and development projects, the government grant is deducted from the related asset.

(f) Impairment of long-lived assets

The carrying amounts of long-lived assets, other than deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, the Company performed impairment tested at least annually, irrespective of indicators.

The recoverable amount of an asset or cash-generating unit ("CGU") (see definition below) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates, or has the potential to generate, cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets, the CGU. Generally, a CGU is analogous to an individual project. The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to CGUs that are expected to benefit from the synergies of the combination.

Nuinsco Resources Limited

Notes to the Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(all amounts in Canadian dollars)

3. MATERIAL ACCOUNTING POLICIES - CONTINUED

An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognized through operations. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.

Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(g) Share-based payments

The grant-date fair value of options granted to employees, directors, and consultants is recognized as an employee expense, with a corresponding increase in equity, over the period that the individuals become unconditionally entitled to the options. The amount recognized as an expense is adjusted to reflect the actual number of share options for which the related service and non-market vesting conditions are met.

Share-based payment arrangements in which the Company receives properties, goods, or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions. Such transactions are measured at the fair value of the asset(s) or service(s) received, if they can be reliably measured, otherwise, the fair value of the share-based payment is used.

(h) Provisions

Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

In accordance with the Company's environmental policy and applicable legal requirements, a provision for site restoration or decommissioning in respect of land restoration, and the related expense, is recognized when the land is contaminated and there is a legal obligation to restore the site. The Company presently has no decommissioning liabilities.

(i) Flow-Through Shares

Under Canadian income tax legislation, a company is permitted to issue flow-through shares whereby the Company agrees to incur qualifying expenditures and renounce the related income tax deductions to the investors. For accounting purposes, the proceeds from issuance of these shares are allocated between the offering of shares and the sale of tax benefits. The allocation is made based on the difference between the fair value of a common share and the amount the investor pays for the flow-through share. A liability is recognized for this difference. The liability is reduced and the reduction of premium liability is recorded in other income at the time when the Company incurs the required flow-through eligible expenditures.

The Company indemnifies subscribers of flow-through shares for any tax related amounts that become due as a result of the Company not meeting its flow-through share related obligations.

Nuinsco Resources Limited

Notes to the Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(all amounts in Canadian dollars)

3. MATERIAL ACCOUNTING POLICIES – CONTINUED

(j) Income Taxes

Income tax comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case the income tax is also recognized directly in equity or other comprehensive income.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to offset the amounts and the Company intends to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Deferred tax is recognized in respect of all qualifying temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

Deferred tax assets are recognized to the extent future recovery is probable. At each reporting period end, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.

(k) Share Capital

Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects.

(l) Share-based payment arrangements

Stock Option Plan

The Company has a stock option plan (the "Stock Option Plan"). Awards to non-employees are measured at the fair value of the goods or services received. Awards made to employees are measured at the grant date. All share-based awards made to employees and non-employees are recognized at the date of grant using a fair-value-based method to calculate the share-based payment. The share-based payment is charged to operations over the vesting period of the options or service period, whichever is shorter. Stock options vest either immediately or over a 12-month period.

Share Incentive Plan

The Company has a share incentive plan (the "Share Incentive Plan"), which includes both a share purchase plan (the "Share Purchase Plan") and a share bonus plan (the "Share Bonus Plan"). The Share Incentive Plan is administered by the Directors of the Company. The Share Incentive Plan provides that eligible persons thereunder include Directors, senior officers and employees of the Company and its designated affiliates and consultants who are primarily responsible for the management and growth of the business. The Share Incentive Plan is described in Note 11. The Company uses the fair value method of accounting for, and to recognize as its share-based payments for employees. Shares issued under the Share Incentive Plan are valued based on the quoted market price on the date of the award. This amount is expensed over the vesting period.

(m) Earnings (Loss) per Share

The Company presents basic and diluted earnings (loss) per share ("EPS") data for its common shares. Basic EPS is calculated by dividing the results of operations attributable to ordinary shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted EPS is determined by adjusting the results of operations attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares, using the treasury method, which comprise warrants and share options.

Nuinsco Resources Limited

Notes to the Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(all amounts in Canadian dollars)

4. FINANCIAL RISK MANAGEMENT AND CAPITAL MANAGEMENT

Risk Management Framework

The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Board fulfils its responsibility through the Audit Committee which is responsible for overseeing the Company's risk management policies.

The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management practices are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company has an established code of conduct which sets out the control environment within which framework all directors' and employees' roles and obligations are outlined. The Company's risk and control framework is facilitated by the small-sized and hands-on executive team.

Credit Risk

Credit risk is the risk of an unexpected financial loss to the Company if a customer or third party to a financial instrument fails to meet its contractual obligations and arises principally from the Company's cash.

Cash

The Company's cash is held through large Canadian financial institutions. The Company has a corporate policy of investing its available cash in Canadian government instruments and certificates of deposit or other direct obligations of major Canadian banks, unless otherwise specifically approved by the Board.

Receivables

Amounts due are settled on a regular basis. When necessary, the Company establishes an allowance for impairment that represents its estimate of incurred losses in respect of other receivables and investments. The main component of this allowance is a specific loss component that relates to individually significant exposures. Further, when the Company engages in corporate transactions, it seeks to manage its exposure by ensuring that appropriate recourse is included in such agreements upon the counterparty's failure to meet contractual obligations.

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due without incurring unacceptable losses or risking undue damage to the Company's reputation.

Presently, the Company is facing a significant shortfall in liquidity before it expects any cash flows from its projects. The Company continues to hold discussions on securing financing or potential sale of assets. There are no assurances that the Company will be successful in obtaining any financing or selling assets, or in accomplishing that on a timely basis or on reasonable or acceptable terms, or at all. If the Company cannot obtain financing or otherwise improve liquidity, it will be unable to fund continuing operations and corporate administration costs (Note 1).

The Company's objective is to maintain sufficient capital in order to meet short-term business requirements, after taking into account cash flows from operations and the Company's holdings of cash. This is accomplished by budgets and forecasts which are updated on a periodic basis to understand future cash needs and sources. When possible, spending plans are adjusted accordingly to provide for liquidity.

The Company manages its liquidity risk through the mechanisms described above and as part of Capital management Disclosures below. The Company has historically relied on issuances of shares to develop projects and to finance day-to-day operations and may do so again in the future.

Nuinsco Resources Limited

Notes to the Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(all amounts in Canadian dollars)

4. FINANCIAL RISK MANAGEMENT AND CAPITAL MANAGEMENT - CONTINUED

All contractually obligated cash flows are payable within the next fiscal year with the exception of the Company's loan payable, deferred director and management fees, which are recorded in long-term liabilities.

Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, commodity prices and equity prices will affect the Company's income, the value of its E&E properties or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

Currency risk

The Company is exposed to currency risk on purchases, trade and other payables that are denominated in a currency other than the respective functional currency. The currencies in which these transactions primarily are denominated are the United States dollars ("US$"). The Company does not actively hedge its foreign currency exposure. Currently the Company does not hold any material amount of foreign currency, thus reducing any currency risk.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's cash earns interest at variable short-term rates. Accordingly, the estimated effect of a 50 basis points change in interest rate would not have a material effect on the Company's results of operations.

Operational Risk

Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the Company's processes, personnel, technology and infrastructure, and from external factors other than credit, market and liquidity risks such as those arising from legal and regulatory requirements and generally accepted standards of corporate behaviour. Operational risks arise from all of the Company's operations.

The Company's objective is to manage operational risk so as to balance the avoidance of financial losses and damages to the Company's reputation with overall cost effectiveness and to avoid control procedures that restrict initiative and creativity.

The primary responsibility for the development and implementation of controls to address operational risk is assigned to senior management. The Company has a small but hands-on and experienced executive team which facilitates communication across the Company. This expertise is supplemented, when necessary, by the use of experienced consultants in legal, compliance and industry-related specialties.

Capital Management Disclosures

The Company's objective when managing capital is to safeguard its accumulated capital in order to provide an adequate return to shareholders by maintaining a sufficient level of funds to support continued project development and corporate activities. Capital is defined by the Company as the aggregate of its shareholders' deficiency as well as any long-term debt, equipment-based and/or project-based financing.

The Company manages its capital structure and makes adjustments to it based on the level of funds available to the Company to manage its operations. In order to maintain or adjust the capital structure, the Company's objectives are to obtain equity, long-term debt, equipment-based financing and/or project-based financing sufficient to maintain and expand its operations. There are no assurances that these initiatives will be successful.

Neither the Company, nor any of its subsidiaries, are subject to externally imposed capital requirements. There were no changes in the Company's approach to financial risk management or capital management during the period.

Nuinsco Resources Limited

Notes to the Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(all amounts in Canadian dollars)

4. FINANCIAL RISK MANAGEMENT AND CAPITAL MANAGEMENT - CONTINUED

Fair value hierarchy

The different levels of valuation are defined as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3: Inputs for the asset or liability are not based on observable market data (unobservable inputs).

The Company's marketable securities are measured at fair value using Level 1 inputs. The carrying value of the remaining financial instruments approximate their fair value due to their immediate or short term to maturity, or their ability for liquidation at comparable amounts.

5. PROPERTY AND EQUIPMENT

Equipment	Cost	Accumulated Depreciation	Carrying Amount
Balance as at December 31, 2023	$ 113,181	$ 111,366	$ 1,815
Depreciation	-	457	(457)
Balance as at December 31, 2024	113,181	111,823	1,358
Depreciation	-	1,358	(1,358)
Balance as at December 31, 2025	$ 113,181	$ 113,181	$ -

6. EXPLORATION AND EVALUATION PROJECTS

	Prairie Lake	Zig Zag Lake	El Sid	Total
Balance, December 31, 2023	$ 715,801	$ -	$ -	$ 715,801
Project expenditures	118,366	-	-	118,366
Balance, December 31, 2024	834,167	-	-	834,167
Project expenditures	177,005	-	-	177,005
Balance, December 31, 2025	$1,011,172	$ -	$ -	$ 1,011,172

Prairie Lake

The Prairie Lake project, located near Marathon, Ontario, is within a large carbonatite intrusion hosting a number of commodities of potential commercial interest including phosphate (P2O5), niobium (Nb) tantalum (Ta), uranium, rare earth elements ("REEs"), and other elements and compounds. The Prairie Lake project is owned 100% by the Company, is royalty-free and consists of nine claims comprising of 46 mining claims (27 single cell and 19 boundary cell mining claims), encompassing 608 ha. Evaluation, analytical sampling, and metallurgical and process testing are ongoing.

Nuinsco Resources Limited

Notes to the Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(all amounts in Canadian dollars)

6. EXPLORATION AND EVALUATION PROJECTS - CONTINUED

Zig Zag Lake

On June 19, 2021, the Company signed an option agreement (the "Agreement III") to acquire a 100% interest in the Zig Zag Lake lithium-tantalum property located approximately 68 kilometres east-northeast of Armstrong, Ontario. Terms of Agreement III are:

On signing, an $8,000 cash payment and 200,000 common shares of the Company on signing; - completed
On the first anniversary a $15,000 cash payment and 200,000 common shares of the Company; - completed
On the second anniversary a $20,000 cash payment and 200,000 common shares of the Company; - completed
On the third anniversary a $30,000 cash payment and 200,000 shares of the Company; - completed
On the fourth anniversary a $40,000 cash payment and 200,000 shares of the Company. - paid $12,000 in cash and issued 200,000 shares during the year ended December 31, 2025

Work commitments of $6,000, $10,000, $20,000 and $40,000 are required in years one through four, respectively, of the option term. The optionors will retain a 2% Net Smelter Return royalty, 1% of which can be acquired by Nuinsco for $1,200,000. In the event that Nuinsco disposes of the property for valuable consideration, Nuinsco agrees to pay to the Optionors 10% of the proceeds received by Nuinsco from such disposition net of any costs incurred from the sale.

In March 2023, the Company and FCM finalized an Option Agreement with Zig Zag Project (the "Agreement IV"). Terms of the deal: FCM has an option to earn-in up to an 80% interest in the Zig Zag project mining claims. The payments for the exercise of this option include a cash component of $500,000 and a share component of $250,000 in FCM shares spread across approximately 3.5 years and comprises of: $50,000 cash upon execution of the agreement (received) and $25,000 of FCM shares within 30 days execution of the Agreement (received 117,701 shares), $75,000 cash (received) and $30,000 FCM shares by June 1 2023 (received 277,436 shares), $100,000 cash (received) and $50,000 FCM shares by June 1 2024 (received 1,090,631 shares), $125,000 cash (received) and $60,000 FCM shares by June 1 2025 (received 1,751,351), $150,000 cash and $85,000 FCM shares by June 1 2026. Additionally, FCM has committed to undertake exploration related expenses on the property over the same period to a value of $550,000.

In July 2024, the Company received 1,090,631 shares of FCM with fair value of $34,485 as at December 31, 2024, which were sold in May 2025 for proceeds of $19,658, resulting in a loss on sale of $14,828. In June 2025, the Company received 1,751,351 shares of FCM with a fair value of $76,140. Of these, 1,100,000 shares were sold for proceeds of $22,252, resulting in a loss on sale of $25,569. In July 2025, the remaining 651,351 FCM shares were sold for proceeds of $17,546, resulting in a loss on sale of $10,772.

During the year ended December 31, 2023, the Company derecognized the Zig Zag Project to $nil and recorded a gain of $93,475 from disposal of Zig Zag Project. Any option payments made, and any income from option agreements received since then are recorded in the consolidated statement of operations and comprehensive loss as incurred.

El Sid

El Sid gold dumps and tailings recovery operation ("El Sid") located in the Eastern Desert of Egypt approximately 90km west of the Red Sea coast. Three past producing gold mines are located on the project site – the largest of which is the El Sid Mine that between 1940 and 1957 was Egypt's largest gold producer. In 2018, Nuinsco, through its Egyptian subsidiary Z-Gold Resources, won the opportunity to evaluate and exploit the waste dumps and tailings from the project owner, Shalateen Mineral Resources Company ("SMRC"), a company established by the Egyptian Government. SMRC has the surface mineral rights from the Egyptian Mineral Resources Authority.

During the year ended December 31, 2023, the Company fully impaired the project due to the uncertainty around obtaining funding for further development, and as a result, all direct costs on the project have been expensed as evaluation and exploration project expenses. During the year ended December 31, 2025, the Company incurred $10,749 (2023 - $nil) of evaluation and exploration expenses related to this project.

Nuinsco Resources Limited

Notes to the Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(all amounts in Canadian dollars)

7. LOAN PAYABLE

On April 28, 2020, the Company received an interest free government loan of $40,000, and an additional $20,000 on December 29, 2020 (collectively "CEBA loans"). On January 1, 2021, the outstanding balance of the CEBA loans automatically converted to a two-year interest free term loan. The loan could be repaid at any time without penalty. On January 12, 2022, the Department of Finance extended the repayment deadline from December 31, 2022 to December 31, 2023, and subsequently extended the deadline to January 18, 2024. The benefit of the government loan received at below market rate of interest is treated as a government grant. On January 12, 2022, the CEBA loans of $60,000 was recognized at its fair value of $48,199, using a discount rate at the Company's incremental borrowing rate of 11% per annum. The difference of $11,801 between the face value of the CEBA loans and its fair value was recorded as gain on government grant during the year ended December 31, 2022. The loan was not repaid by January 18, 2024, and thus was converted to a 3-year term loan, subject to interest of 5% per annum. During the year ended December 31, 2025, $2,999 (2024 - $2,726) of interest was charged on the CEBA loans.

8. LONG-TERM LIABILITIES

Long-term liabilities comprise amounts due to related parties, including accrued directors' fees and certain management consulting fees, payable to the Chief Executive Officer ("CEO") and Executive Vice President ("EVP"). In order to support the Company's ongoing viability, the directors and management have agreed to provide 12 months' notice on calling the repayment of the fees. Accordingly, these liabilities have been classified as long-term liabilities. The following table presents breakdown of the long-term liabilities:

	Directors' fees	Consulting fees to CEO	Consulting fees to EVP	Consulting fees to CFO	Total
Balance, December 31, 2023	$638,525	$1,275,000	$342,000	$ -	$2,255,525
Re-classification from current liabilities	-	-	-	234,080	234,080
Accrued fees	42,500	150,000	48,000	24,000	264,500
Balance, December 31, 2024	681,025	1,425,000	390,000	258,080	2,754,105
Accrued fees	42,500	150,000	45,000	46,000	283,500
Balance, December 31, 2025	$723,525	$1,575,000	$435,000	$304,080	$3,037,605

9. SHARE CAPITAL

Authorized share capital

The Company is authorized to issue an unlimited number of common shares.

Common shares issued and outstanding

	Notes	Number of Shares	Amount
Balance as at December 31, 2023		592,863,512	$101,043,919
Shares issued for option payment on ZigZag	(a)	200,000	1,000
Shares issued to settle debt	(c)	6,216,986	31,085
Shares issued on exercise of options	(b)	5,000,000	50,000
Shares issued on private placement	(d)	8,100,000	40,500
Balance as at December 31, 2024		612,380,498	101,166,504
Shares issued for option payment on ZigZag	(e)	200,000	1,000
Shares issued on private placement	(f)	64,000,000	320,000
Share issue costs – warrants	(f)	-	(3,080)
Share issue costs - cash	(f)	-	(7,000)
Balance as at December 31, 2025		676,580,498	$101,477,424

Nuinsco Resources Limited

Notes to the Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(all amounts in Canadian dollars)

9. SHARE CAPITAL - CONTINUED

a. On June 6, 2024, the Company issued 200,000 shares for Zig Zag Lake per Agreement III with value of $1,000 (Note 6).

b. On May 30, 2024, 3,000,000 shares were issued upon the exercise of 3,000,000 stock options (by two directors) for proceeds of $15,000. The options had a recorded value of $15,000, which was re-allocated to share capital on the exercise. On June 6, 2024, 2,000,000 shares were issued upon the exercise of 2,000,000 stock options (by two officers) for proceeds of $10,000. The options had a recorded value of $10,000, which was re-allocated to share capital on the exercise.

c. On June 14, 2024, 6,216,986 shares were issued at a unit price of $0.005 per share to settle debt in the amount of $31,085. $27,554 of the debt was settled with the CEO of the company for expenses he paid on behalf of the Company.

d. On December 31, 2024, the Company closed a non-brokered private placement offering, issuing 8,100,000 flow-through common shares at a subscription price of $0.005 per share for aggregate proceeds of $40,500. $nil value was allocated to flow-through liabilities.

e. On July 24, 2025, the Company issued 200,000 shares for Zig Zag Lake per Agreement III with value of $1,000 (Note 6).

f. On July 24, 2025, the Company closed a non-brokered private placement offering, issuing 3,000,000 common shares at a subscription price of $0.005 per share for aggregate proceeds of $15,000.

On December 30, 2025, the Company closed a non-brokered private placement offering, issuing 61,000,000 flow through common shares at a subscription price of $0.005 per share for aggregate proceeds of $305,000. The Company paid finders fees of $7,000, and issued 770,000 finders warrants. Each finders warrant is exercisable at $0.005 for a expiring June 30, 2027. The fair value of the finders warrants was estimated to be $3,080 on the date of the grant using the Black-Scholes option pricing model with the following assumptions: current share price $0.005, expected volatility of 232%; expected dividend yield of 0%; risk-free interest rate of 2.38%; and expected life of 1.5 years. $nil value was allocated to flow-through liabilities.

10. LOSS PER SHARE

The warrants and options outstanding were excluded from the computation of diluted loss per share in 2025 and 2024 because their impact was anti-dilutive.

11. SHARE-BASED PAYMENTS

Stock option plan (equity-settled)

The Company has a Stock Option Plan to encourage ownership of its shares by key management personnel (directors and executive management), employees and consultants, and to provide compensation for certain services. The terms of the Stock Option Plan provide that the directors have the right to grant options to acquire common shares of the Company at not less than the closing market price of the shares on the day preceding the grant. No compensation is recognized when options are exercised. The number of shares reserved for issuance is not to exceed 15% of the aggregate number of common shares issued and outstanding (calculated on a non-diluted basis) from time to time.

As at December 31, 2025, the Company had 31,587,764 (December 31, 2024 – 9,357,764) common shares remaining available for the granting of future options. Options are exercisable at the market price of the shares on the date preceding the date of grant.

The terms and conditions relating to the grants of the Stock Option Plan are as follows:

Options vest on the date of grant.
All options are to be settled by physical delivery of shares.

Nuinsco Resources Limited

Notes to the Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(all amounts in Canadian dollars)

11. SHARE-BASED PAYMENTS - CONTINUED

The following is a summary of the activity of options:

	Year ended December 31, 2025		Year ended December 31, 2024
	Number of options	Weighted average exercise price	Number of options	Weighted average exercise price
Balance, beginning of year	82,499,311	$ 0.010	80,149,311	$ 0.011
Granted	-	-	11,500,000	0.005
Exercised	-	-	(5,000,000)	0.005
Expired	(12,600,000)	0.005	(4,150,000)	0.010
Balance, end of year	69,899,311	$ 0.012	82,499,311	$ 0.010

On May 30, 2024, the Company granted 11,500,000 stock options to directors, officers and consultants of the Company. The options are exercisable at $0.005 for a period of 5 years from the date of grant. The fair value of the options was estimated to be$ 57,498 on the date of the grant using the Black-Scholes option pricing model with the following assumptions: current share price $0.005, expected volatility of 363%; expected dividend yield of 0%; risk-free interest rate of 3.76%; and expected life of 5 year.

As at December 31, 2025 the options outstanding are as follows:

Number of Options	Exercise Price	Expiry date	Weighted average expiry (years)
6,290,000	$ 0.010	February 11, 2026	0.12
8,733,334	$ 0.015	February 28, 2026	0.17
10,833,334	$ 0.015	April 22, 2026	0.31
9,633,334	$ 0.015	May 5, 2026	0.35
15,000,000	$ 0.015	August 23, 2026	0.65
8,400,000	$ 0.005	March 1, 2028	2.17
11,009,309	$ 0.005	May 30, 2029	3.41
69,899,311			1.06

Share purchase warrants

The following is a summary of the activity of warrants for year ended December 31, 2025 and the year ended December 31, 2024:

	Year ended December 31, 2025		Year ended December 31, 2024
	Number of warrants	Weighted average exercise price	Number of warrants	Weighted average exercise price
Balance, beginning of year	8,943,750	$ 0.050	10,353,750	$ 0.050
Issued	770,000	0.005	-	-
Expired	-	-	(1,410,000)	(0.050)
Balance, end of year	9,713,750	$ 0.050	8,943,750	$ 0.050

Nuinsco Resources Limited

Notes to the Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(all amounts in Canadian dollars)

11. SHARE-BASED PAYMENTS - CONTINUED

As at December 31, 2025 the warrants outstanding are as follows:

Number of warrants	Exercise price	Expiry date	Weighted average expiry (years)
8,943,750	$ 0.050	August 31, 2026	0.67
770,000	$ 0.005	June 30, 2027	1.50

12. OPERATING SEGMENT

The Company is engaged in the exploration and evaluation of properties for the mining of precious and base metals. The Company does not have formal operating segments and does not have operating revenues, products or customers. The corporate office operates to support the Company's projects which are currently located in Canada and Egypt. Senior management makes decisions by considering exploration potential and results on a project basis. Any applicable amounts relating to projects are capitalized to the relevant project as Exploration and Evaluation projects on the consolidated statements of financial position.

13. RELATED PARTIES AND MANAGEMENT AGREEMENTS

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. Related parties include the Board of Directors, officers, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions.

Related party transactions for the years ended December 31, 2025 and 2024 and the balances as at those dates, not disclosed elsewhere in these consolidated financial statements are as follows:

	2025	2024
Short-term employee benefits	$ 288,500	$ 288,500
Share-based compensation	-	39,500
	$ 288,500	$ 328,000

Short-term employee benefits provided by the Company to key management personnel include salaries, consulting fees and directors' fees. The Company's non-monetary benefit package for key management personnel is the same as that available to all full-time employees. In addition to short-term employee benefits, the Company may also issue shares as part of the Share Bonus Plan and the Stock Option Plan.

During the year ended December 31, 2025, the Company was charged $48,000 (2024 - $48,000) by CFO Advantage Inc., a company controlled by Kyle Appleby, the Chief Financial Officer of the Company. As at December 31, 2025, $304,080 (December 31, 2024 - $258,080) of such fees is included in long-term liabilities.

During the year ended December 31, 2025, the Company was charged $150,000 (2024 - $150,000) by the CEO of the Company. As at December 31, 2025, $1,575,000 (December 31, 2024 - $1,425,000) is owing for management fees and is included in long-term liabilities (Note 10). The Company also owes the CEO $91,651 (2024 - $55,642) for expenses paid for on behalf of the Company and advances and is included trade and other payable.

During the year ended December 31, 2025, the Company was charged $48,000 (2024 - $48,000) by the EVP of the Company. As at December 31, 2025, $435,000 (December 31, 2024 - $390,000) was owing to Executive Vice President and was included in long-term liabilities (Note 10). The Company also owes the EVP $8,071 (2024 - $8,071) for expenses paid for on behalf of the Company and advances and is included trade and other payable.

As at December 31, 2025, the directors are owed a total of $22,290 (December 31, 2024 - $20,000) for funds advanced to the Company with no interest, and no terms of repayment. These amounts are included in trade and other payable.

Nuinsco Resources Limited

Notes to the Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(all amounts in Canadian dollars)

14. COMPANY ENTITIES

Significant Subsidiaries and Jointly-Controlled Entities

Ownership Interest	Country of Incorporation	December 31, 2025	December 31, 2024
Lakeport Gold Corporation	Canada	100%	100%
Nuinsco Madencilik Sanaye Ticaret	Turkey	100%	100%
Nuinsco Exploration Inc.	BVI	70%	70%
Z-Gold Resources Limited
(through Nuinsco Exploration Inc.)	Egypt	70%	70%
NuMENA Minerals Corp.	Canada	100%	100%

All of these subsidiaries have nominal assets and liabilities.

15. CONTINGENCIES AND COMMITMENTS

Nuinsco has been served with a third-party claim related to 30-year-old historical transaction. Based on information received to date, the Company considers the claim without merit. As as December 31, 2025 and 2024, no provision has been recorded in relation to this claim.

With respect to the flow through financing on December 30, 2025 (Note 9), the Company renounced $305,000 of qualifying exploration expenditures to the shareholders effective December 30, 2025. Under the "look back" provision governing flow-through shares, this amount has to be spent by December 31, 2026. Certain interpretations are required to assess the eligibility of flowthrough expenditures that if changed, could result in the denial of renunciation. If the Company does not incur the required qualifying expenditures, it will be required to indemnify the holders of the flow-through shares for any tax and other costs payable by them as a result of the Company not making the required expenditures. As at December 31, 2025, the Company is required to incur qualifying exploration expenditures of approximately $305,000 by December 31, 2026.

16. INCOME TAXES

The reconciliation of income taxes calculated at the combined Canadian federal and provincial statutory income tax rate of 26.5% (2024 - 26.5%) to the income tax expense is as follows:

	2025		2024
Net loss for the year	$	(263,711)	$ (352,692)
Expected income tax recovery	$	(70,000)	$ (93,463)
Adjusted for:
Permanent difference		-	15,237
Temporary differences and others		(103,000)	613
Change in tax benefits not recognized		173,000	77,614
Income tax expense	$	-	$ -

Nuinsco Resources Limited

Notes to the Consolidated Financial Statements

For the years ended December 31, 2025 and 2024

(all amounts in Canadian dollars)

16. INCOME TAXES - CONTINUED

Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences:

	December 31, 2025	December 31, 2024
Non-capital losses	$ 318,000	$ 464,000
Allowable capital losses	3,766,000	3,759,000
Property and equipment	183,000	183,000
Exploration and evaluation projects	2,616,000	2,651,000
Share issue costs	1,000	-
Deferred tax assets	$ 6,884,000	$ 7,057,000

The Canadian operating tax losses expire as noted in the table below. The operating tax losses of the foreign subsidiaries have not been disclosed as the Company no longer has any significant foreign operations. The capital losses may be carried forward indefinitely but can only be used to reduce capital gains. The remaining deductible temporary differences may be carried forward indefinitely. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Company can utilize the benefits therefrom.

Temporary differences	December 31, 2025	Expiry Date Range	December 31, 2024	Expiry Date Range
Non-capital losses	$ 1,201,000	2038 to 2045	$ 1,750,000	2038 to 2044
Allowable capital losses	$ 14,212,000	No expiry date	$ 14,184,000	No expiry date
Property and equipment	$ 692,000	No expiry date	$ 692,000	No expiry date
Exploration and evaluation projects	$ 9,872,000	No expiry date	$ 10,004,000	No expiry date
Share issue costs	$ 6,000	2026 to 2029	$ -	-

17. SUBSEQUENT EVENTS

On January 8, 2026, the Company issued 12,180,000 common shares at a subscription price of $0.005 per share for aggregate proceeds of $60,900 pursuant to a private placement. The Company paid finder's fees totaling $3,827 and issued 852,600 broker warrants. Each broker warrant is exercisable to acquire one common share of the Company at $0.005 per share until June 30, 2027.

On February 6, 2026, the Company issued 151,820,000 common shares at a subscription price of $0.005 per share for aggregate proceeds of $759,100 pursuant to a private placement. Of which, 101,820,000 shares qualify as "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act (Canada), and 50,000,000 Shares in the Final Tranche are not flow-through shares. The Company paid finder's fees totaling $7,000 and issued 1,400,000 broker warrants. Each broker warrant is exercisable to acquire one common share of the Company at $0.005 per share until August 6, 2027.

AI assistant

Nuinsco Resources Limited — Audit Report / Information 2025

42609_rns_2026-03-30_075b35e7-cb00-4f6d-959d-1a14a8787872.pdf

INDEPENDENT AUDITOR'S REPORT

Report on the Audit of the Consolidated Financial Statements

Opinion

Basis of Opinion

Material Uncertainty Related to Going Concern

Key Audit Matter

Other Information

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

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

Nuinsco Resources Limited

Nuinsco Resources Limited

Nuinsco Resources Limited

Consolidated Statements of Shareholders' Deficiency

Nuinsco Resources Limited

Consolidated Statements of Cash Flows

1. NATURE OF OPERATIONS AND GOING CONCERN

Nature of Operations

Going Concern

1. NATURE OF OPERATIONS AND GOING CONCERN - CONTINUED

2. BASIS OF PREPARATION

(a) Statement of Compliance

(b) Basis of Measurement

(c) Functional and Presentation Currency

(d) Use of Estimates and Judgments

Significant estimates and assumptions

2. BASIS OF PREPARATION – CONTINUED

Significant Judgments

(e) Basis of Consolidation

Subsidiaries

Transactions eliminated on consolidation

3. MATERIAL ACCOUNTING POLICIES

(a) Foreign Currency

(i) Foreign currency transactions

(ii) Foreign currency translations

(b) Financial Instruments

Financial assets

Initial recognition and measurement

Subsequent measurement – Financial assets at FVPL

Subsequent measurement – Financial assets at FVOCI

3. MATERIAL ACCOUNTING POLICIES - CONTINUED

Derecognition

Impairment of financial assets

Financial liabilities

Initial recognition and measurement

Subsequent measurement – financial liabilities at amortized cost

Derecognition

3. MATERIAL ACCOUNTING POLICIES - CONTINUED

(c) Property and Equipment

(i) Recognition and measurement

(ii) Depreciation

(d) Exploration and Evaluation Projects

(i) Exploration and Evaluation expenditures

3. MATERIAL ACCOUNTING POLICIES - CONTINUED

(ii) Pre-E&E expenditures

(iii) Impairment

(e) Government Grants

(f) Impairment of long-lived assets

3. MATERIAL ACCOUNTING POLICIES - CONTINUED

(g) Share-based payments

(h) Provisions

(i) Flow-Through Shares

3. MATERIAL ACCOUNTING POLICIES – CONTINUED

(j) Income Taxes

(k) Share Capital

(l) Share-based payment arrangements

Stock Option Plan

Share Incentive Plan

(m) Earnings (Loss) per Share

4. FINANCIAL RISK MANAGEMENT AND CAPITAL MANAGEMENT

Risk Management Framework

Credit Risk

Cash

Receivables

Liquidity Risk

4. FINANCIAL RISK MANAGEMENT AND CAPITAL MANAGEMENT - CONTINUED

Market Risk

Currency risk

Nuinsco Resources Limited Audit Report / Information 2025