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ONGOLD RESOURCES LTD. — Audit Report / Information 2026
Apr 27, 2026
48357_rns_2026-04-27_71967736-1099-48fa-ae41-9d17c1c57165.pdf
Audit Report / Information
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ONGold Resources Ltd. (formerly 1348515 B.C. Ltd.)
Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
McGovern Hurley
Audit. Tax. Advisory.
Independent Auditor's Report
To the Shareholders of OnGold Resources Ltd.
Opinion
We have audited the consolidated financial statements of OnGold Resources Ltd. and its subsidiary (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2025 and 2024, and the consolidated statements of loss and comprehensive loss, consolidated statements of changes in shareholders' equity and consolidated statements of 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 for opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada. 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.
Basis of preparation
We draw attention to the fact that, as described in Note 2 in the consolidated financial statements, the Northern Spin-Out Assets did not operate as a separate entity. The carve-out financial statements for the period from January 1, 2024 to April 26, 2024 are therefore not indicative of results that would have occurred if the Northern Spin-Out Assets had been a separate stand-alone entity during the period presented, or of future results of the Northern Spin-Out Assets. Our opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, 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.
251 Consumers Road, Suite 800
Toronto, Ontario
M2J 4R3
mcgovernhurley.com
t. 416-496-1234
McGovern Hurley
We have determined that there were no key audit matters to communicate in our report.
Other information
Management is responsible for the other information. The other information comprises Management's Discussion and Analysis.
Our opinion on the consolidated financial statements does not cover the other information, and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
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 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 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 judgement and maintain professional skepticism throughout the audit. We also:
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McGovern Hurley
- 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 risks 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 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 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.
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McGovern
Hurley
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 of the audit resulting in this independent auditor's report is Regina Kwong.
McGovern Hurley LLP
McGovern Hurley LLP
Chartered Professional Accountants
Licensed Public Accountants
Toronto, Ontario
April 23, 2026
ONGold Resources Ltd.
(formerly 1348515 B.C. Ltd.)
Consolidated Statements of Financial Position
Expressed in Canadian Dollars
| As at: | Note | December 31, 2025 | December 31, 2024 |
|---|---|---|---|
| ASSETS | |||
| Current | |||
| Cash and cash equivalents | 7,616,709 | 5,858,256 | |
| Restricted cash | 20,000 | 20,000 | |
| Amounts receivable | 175,942 | 227,246 | |
| Prepaid expenses | 13 | 71,934 | 38,057 |
| Total assets | 7,884,585 | 6,143,559 | |
| LIABILITIES | |||
| Current | |||
| Accounts payable and accrued liabilities | 13 | 487,968 | 359,883 |
| Flow-through share premium liability | 11 | 1,421,115 | - |
| Total current liabilities | 1,909,083 | 359,883 | |
| Long-term | |||
| Environmental obligation | 10 | 584,135 | 553,301 |
| Total liabilities | 2,493,218 | 913,184 | |
| SHAREHOLDERS' EQUITY | |||
| Share capital | 8 | 26,868,630 | 20,321,936 |
| Warrant reserve | 8 | 190,694 | 84,577 |
| Option reserve | 8 | 1,673,901 | 602,091 |
| RSU reserve | 8 | 72,555 | - |
| Deficit | (23,414,413) | (15,778,229) | |
| Total shareholders' equity | 5,391,367 | 5,230,375 | |
| Total liabilities and shareholders' equity | 7,884,585 | 6,143,559 |
Nature of operations and going concern (Note 1)
Commitments and contingencies (Note 6 and 12)
Subsequent events (Note 16)
Approved by the Board of Directors on April 23, 2026:
Signed: "John Kim Bell"
Director
Signed: "David Medilek"
Director
The accompanying notes are an integral part of these consolidated financial statements.
ONGold Resources Ltd.
(formerly 1348515 B.C. Ltd.)
Consolidated Statements of Loss and Comprehensive Loss
Expressed in Canadian Dollars
| Expenses | Note | For the years ended December 31, 2025 | |
|---|---|---|---|
| $ | $ | ||
| Exploration and evaluation | 6 | 5,942,917 | 6,719,181 |
| Salaries and management fees | 7,13 | 543,577 | 487,328 |
| Consulting fees | 7 | 53,466 | 722,498 |
| Professional fees | 7 | 219,952 | 228,686 |
| General and administrative | 7 | 267,776 | 112,904 |
| Shareholder information | 7 | 203,015 | 126,346 |
| Listing expense | 5 | - | 1,967,852 |
| Share based payments | 7,8,13 | 1,182,878 | 1,001,468 |
| Total operating expenses | 8,413,581 | 11,366,263 | |
| Interest income | (134,980) | (95,628) | |
| Flow through premium recovery | 11 | (631,855) | - |
| Loss and comprehensive loss for the year | (7,646,746) | (11,270,635) | |
| Basic and diluted loss per share | (0.12) | (0.33) | |
| Weighted average number of common shares outstanding | |||
| Basic and diluted | 65,904,468 | 34,108,303 |
The accompanying notes are an integral part of these consolidated financial statements.
ONGold Resources Ltd.
(formerly 1348515 B.C. Ltd.)
Consolidated Statements of Changes in Shareholders' Equity/(Deficiency)
Expressed in Canadian Dollars
| Shares # | Capital $ | Warrant $ | Option $ | RSU $ | Deficit $ | Equity $ | |
|---|---|---|---|---|---|---|---|
| Balance, December 31, 2024 | 63,283,794 | 20,321,936 | 84,577 | 602,091 | - | (15,778,229) | 5,230,375 |
| Private placement | 10,305,600 | 9,060,778 | - | - | - | - | 9,060,778 |
| Less: deferred flow-through share premium liability | - | (2,052,970) | - | - | - | - | (2,052,970) |
| Share issue costs | - | (731,476) | 110,084 | - | - | - | (621,392) |
| Shares issued for collaboration agreement | 217,391 | 191,304 | - | - | - | - | 191,304 |
| Exercise of stock options | 75,000 | 66,201 | - | (27,951) | - | - | 38,250 |
| Exercise of warrants | 17,435 | 12,857 | (3,967) | - | - | - | 8,890 |
| Share based compensation | - | - | - | 1,110,323 | 72,555 | - | 1,182,878 |
| Options forfeited | - | - | - | (10,562) | - | 10,562 | - |
| Loss for the year | - | - | - | - | - | (7,646,746) | (7,646,746) |
| Balance, December 31, 2025 | 73,899,220 | 26,868,630 | 190,694 | 1,673,901 | 72,555 | (23,414,413) | 5,391,367 |
| Common Shares # | Share Capital $ | Contributions by Northern Superior $ | Contributions by Genesis Metals Corp. $ | Warrant Reserve $ | Option Reserve $ | Deficit $ | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, December 31, 2023 | - | - | 3,542,014 | 765,386 | - | - | (4,507,594) |
| Contributions from Northern Superior Resources Corp. | - | - | 263,933 | - | - | - | - |
| Issued for Northern Superior Resources Corp. properties | 35,686,686 | 4,571,333 | (3,805,947) | (765,386) | - | - | - |
| Acquisition of 1348515 B.C. Ltd | 8,782,357 | 4,479,002 | - | - | - | - | - |
| Conversion of subscription receipts | 4,226,487 | 2,155,508 | - | - | - | - | - |
| Share issue costs | - | (44,661) | - | - | 9,871 | - | - |
| Management share grant | 629,000 | 320,790 | - | - | - | - | - |
| Acquisition of Monument Bay and Domain | 8,700,000 | 5,742,000 | - | - | - | - | - |
| Finders fee for Monument Bay and Domain | 257,732 | 170,103 | - | - | - | - | - |
| Flow through financing | 5,001,532 | 3,250,996 | - | - | - | - | - |
| Share issue costs | - | (323,135) | - | - | 74,706 | - | - |
| Options granted | - | - | - | - | - | 630,762 | - |
| Options forfeited | - | - | - | - | - | (28,671) | - |
| Loss for the year | - | - | - | - | - | - | (11,270,635) |
| Balance, December 31, 2024 | 63,283,794 | 20,321,936 | - | - | 84,577 | 602,091 | (15,778,229) |
The accompanying notes are an integral part of these consolidated financial statements.
ONGold Resources Ltd
(formerly 1348515 B.C. Ltd.)
Consolidated Statements of Cash Flows
Expressed in Canadian Dollars
| For the years ended December 31, | |||
|---|---|---|---|
| Note | 2025 $ | 2024 $ | |
| Cash (used in)/provided by: | |||
| Operating activities | |||
| Net loss | (7,646,746) | (11,270,635) | |
| Items not affecting cash: | |||
| Environmental obligation | 10 | 30,834 | 353,107 |
| Share based payments | 8,13 | 1,374,182 | 1,171,570 |
| Flow-through share premium recovery | 11 | (631,855) | - |
| Listing expense | 5 | - | 1,967,852 |
| Acquisition of Monument Bay and Domain | 6 | - | 5,742,000 |
| Changes in non-cash working capital: | |||
| Change in prepaid expenses | (33,877) | (10,522) | |
| Change in amounts receivable | 51,304 | (227,246) | |
| Change in accounts payable and accrued liabilities | 128,085 | (313,792) | |
| Net cash flow (used in) operating activities | (6,728,073) | (2,587,666) | |
| Investing activities | |||
| Restricted cash | - | (20,000) | |
| Cash acquired from 1348515 B.C. Ltd. | 5 | - | 2,992,231 |
| Net cash flow provided by investing activities | - | 2,972,231 | |
| Financing activities | |||
| Proceeds from option exercise | 8 | 38,250 | - |
| Proceeds from warrant exercise | 8 | 8,890 | - |
| Proceeds from subscription receipt issuance | 8 | - | 2,155,508 |
| Subscription receipt issue costs | 8 | - | (34,790) |
| Proceeds from private placement | 8 | 9,300,042 | 3,250,996 |
| Share issue costs | 8 | (860,656) | (83,369) |
| Management share grant | 8 | - | 31,450 |
| Contribution from Northern Superior Resources Corp. | 13 | - | 153,896 |
| Net cash flow provided by financing activities | 8,486,526 | 5,473,691 | |
| Net increase in cash and cash equivalents during the year | 1,758,453 | 5,858,256 | |
| Cash and cash equivalents, beginning of the year | 5,858,256 | - | |
| Cash and cash equivalents, end of year | 7,616,709 | 5,858,256 | |
| Cash and cash equivalents is comprised of: | |||
| Cash | 5,971,709 | 3,343,256 | |
| Cashable GIC bearing interest at prime minus 2% per annum | 1,645,000 | 2,515,000 | |
| Total | 7,616,709 | 5,858,256 | |
| Supplemental cash flow information | |||
| Shares issued for the acquisition of Northern Superior properties | 8 | - | 4,571,333 |
| Shares issued for the acquisition of 1348515 BC Ltd. | 5,8 | - | 4,479,002 |
| Broker warrants issued | 8 | 110,084 | 84,577 |
| Accrued share issue costs | - | 165,060 |
The accompanying notes are an integral part of these consolidated financial statements.
ONGold Resources Ltd. (formerly 1348515 B.C. Ltd.) Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 Expressed in Canadian Dollars
1. NATURE OF OPERATIONS AND GOING CONCERN
ONGold Resources Ltd. ("ONGold" or the "Company"), formerly 1348515 B.C. Ltd. ("134BC") was incorporated under the Business Corporations Act (British Columbia) (the "BCBCA") on February 16, 2022. ONGold's head office is located at 1410-120 Adelaide St. W. Toronto, ON, M5H 1T1, Canada.
On April 26, 2024, ONGold and Northern Superior Resources Corp. ("Northern") completed an arrangement whereby Northern, the former owner of the Ti-pa-haa-kaa-ning Project (the "TPK Project"), the October Gold Property ("October Gold"), as well as the Meston, Rapson and Thorne Lake Properties (the "Ontario Properties") (collectively the "Northern Spin-Out Assets"), received 35,686,686 common shares of ONGold (the "Transaction"). The 35,686,686 common shares of ONGold received by the former owner of the Northern Spin-Out Assets comprised 73% of the issued and outstanding common shares of ONGold on the date of the Transaction. As a result of the Transaction, the ultimate parent was Northern and the Transaction constituted a reverse takeover. For accounting purposes, the Northern Spin-Out Assets are presented as acquiring the combined net assets of 134BC. The comparative figures presented are those of the Northern Spin-Out Assets for the period from January 1, 2024 to April 26, 2024. Northern disposed of its interest in ONGold on December 17, 2025 (December 31, 2024 – 56%) by distributing its ownership in ONGold's common shares to its shareholders. ONGold commenced trading on the TSX-V on May 8, 2024 under the symbol ONAU.
The Company is in the process of exploring its mineral properties and has not yet determined whether these properties contain mineral reserves that are economically recoverable. The recoverability of exploration and evaluation expenditures is dependent upon the establishment of a sufficient quantity of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development and upon future profitable production or proceeds from the disposition of these assets. The business of exploring for minerals involves a high degree of risk and there can be no assurance that the current exploration programs will result in profitable operations.
Although the Company has taken steps to verify title to the properties on which it is conducting its exploration activities, these procedures do not guarantee the Company's title. Property title may be subject to government licensing requirements or regulations, social licensing requirements, unregistered prior agreements, unregistered claims and non-compliance with regulatory and environmental requirements. The Company's assets may also be subject to increases in taxes and royalties, renegotiation of contracts, and political uncertainty.
The Company will have future needs for equity financing for working capital and exploration and development of its properties. Because of continuing operating losses, the Company's continuance as a going concern is dependent upon its ability to obtain adequate financing and to reach profitable levels of operation. It is not possible to predict whether financing efforts will be successful or if the Company will attain profitable levels of operation.
These consolidated financial statements have been prepared using accounting policies applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of operations. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying consolidated financial statements. Such adjustments could be material.
ONGold Resources Ltd.
(formerly 1348515 B.C. Ltd.)
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
Expressed in Canadian Dollars
2. BASIS OF PRESENTATION
a) Statement of compliance
These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and include interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").
These consolidated financial statements are disclosed in Canadian Dollars unless otherwise noted.
These consolidated financial statements were reviewed by the Audit Committee, and the Board of Directors approved and authorized them for issuance on April 23, 2026.
b) Principles of consolidation
These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, 10215825 Manitoba Ltd., a company incorporated in Manitoba, Canada. All significant inter-company transactions and balances have been eliminated.
c) Basis of presentation
For the period from January 1, 2024 up to the closing of the Spin-Out Transaction on April 26, 2024 (see Note 6), these consolidated financial statements were prepared on a carve-out basis for the Northern Spin-Out Assets.
The carve-out financial statements reflect the Ontario Properties expenditures as if the Ontario Properties had been operating the Northern Spin-Out Assets separately during the periods presented. Therefore, these carve-out financial statements present the historical exploration and evaluation expenditures incurred by Northern, and an allocation of the corporate overhead related to the Ontario Properties. The corporate overhead charge was estimated by applying the total exploration and evaluation expenditures related to the Northern Spin-Out Assets as a percentage of the total exploration and evaluation expenditures incurred by Northern.
On July 13, 2022, Northern acquired Genesis Metals Inc. ("Genesis"), including the October Gold property. As part of the allocation of the purchase price of Genesis, $1,903,369 was allocated to the October Gold property. As these carve-out financial statements reflect the operations of the Northern Spin-Out Assets for all periods presented, as though they were being operated in their own entity, these carve-out financial statements do not reflect the acquisition cost paid by Northern related to the October Gold project, but do include exploration and evaluation expenditures incurred by Genesis prior to its acquisition by Northern. For the period from January 1, 2024 to April 26, 2024, a 69.48% corporate overhead charge was applied to these historical expenditures.
The carve-out financial statements have been extracted and carved out from the historical accounting records of Northern, with estimates used, where necessary, for certain allocations of expenses.
- The carve-out statements of financial position reflect the assets and liabilities recorded by Northern, on the basis that they are specifically identifiable and attributable to the Ontario Properties;
- The carve-out statement of loss and comprehensive loss includes expenses of Northern, on the basis that they are specifically identifiable and attributable to Properties as well as an allocation for corporate overhead; and
- Income taxes have been calculated as if the Properties had been a separate legal entity and had filed separate tax returns for the years presented.
Management cautions readers of these carve-out financial statements, that the Properties results do not reflect what the financial position, loss and comprehensive loss, changes in deficiency and cash flows would have been had the Properties been a separate entity. Further, the allocation of expenses in these carve-out
ONGold Resources Ltd.
(formerly 1348515 B.C. Ltd.)
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
Expressed in Canadian Dollars
statements of loss and comprehensive loss do not necessarily reflect the nature and level of the Properties future income and operating expenses.
d) Functional and presentation currency
These consolidated financial statements are presented in Canadian dollars, which is the functional and presentation currency of the Company.
Critical Accounting Judgments, Estimates and Assumptions
The preparation of the consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, and contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable in the circumstances. Uncertainty about these judgments, estimates and assumptions could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.
Information about critical judgments and estimates in applying accounting policies, and areas where assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are included in the following areas:
Estimation of decommissioning and reclamation costs and the timing of expenditure
Decommissioning, restoration and similar liabilities are estimated based on the Company's interpretation of current regulatory requirements, constructive obligations and are measured at fair value. Fair value is determined based on the net present value of estimated future cash expenditures for the settlement of decommissioning, restoration or similar liabilities that may occur upon decommissioning. Such estimates are subject to change based on changes in laws and regulations and negotiations with regulatory authorities. Cost estimates are updated annually to reflect known developments and are subject to review at regular intervals.
Share-based payments and warrants
Management determines costs for share-based payments and warrants 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 and judgment used in applying valuation techniques. These assumptions and judgments for share-based payments 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. Assumptions and judgments for determining the value of warrants include estimating the future volatility of the share price, expected dividend yield and expected risk-free rate of return. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.
Income taxes and recoverability of potential deferred tax assets
In assessing the probability of realizing income tax assets recognized, management makes estimates related to expectations of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction.
The Company considers whether relevant tax planning opportunities are within the Company's control, are feasible, and are within management's ability to implement. Examination by applicable tax authorities is supported based on individual facts and circumstances of the relevant tax position examined in light of all available evidence. Where applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates can occur that materially affect the
ONGold Resources Ltd.
(formerly 1348515 B.C. Ltd.)
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
Expressed in Canadian Dollars
amounts of income tax assets recognized. Also, future changes in tax laws could limit the Company from realizing the tax benefits from the deferred tax assets. The Company reassesses unrecognized income tax assets at each reporting period.
Income, value added, withholding and other taxes
The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company's provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.
Allocation of overhead expenses
Refer to basis of presentation.
Provisions and 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 when the amounts are determined or additional information is acquired.
See also Going Concern (Note 1), Environmental Obligations (Note 10), and Commitments and Contingencies (Note 12).
Asset acquisitions
The Company was acquired by the Northern Spin-Out Assets by way of a reverse acquisition ("RTO Transaction") on April 26, 2024, whereby 134BC was acquired by the Northern Spin-Out Assets. The existing shareholders of Northern owned a controlling interest in the combined company, on a basic share outstanding basis. The acquisition of 134BC was accounted for as an asset acquisition as the assets acquired are a group of similar assets in nature and associated risks that do not constitute a business.
3. MATERIAL ACCOUNTING POLICIES
The accounting policies followed by the Company as set out below have been consistently followed in the preparation of these consolidated financial statements.
Cash and cash equivalents
Cash and cash equivalents include deposits held with banks which may be settled on demand or an original maturity of less than 90 days.
Exploration and evaluation expenditures
The Company expenses exploration and evaluation expenditures as incurred. Exploration and evaluation expenditures include acquisition costs of mineral property rights, property option payments and exploration and evaluation activities.
Once a project has been established as commercially viable, technically feasible and the decision to proceed has been approved by the Board of Directors, related development expenditures are capitalized. This includes
ONGold Resources Ltd.
(formerly 1348515 B.C. Ltd.)
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
Expressed in Canadian Dollars
costs incurred in preparing the site for mining operations. Capitalization ceases when the mine is capable of commercial production.
Share capital
Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares, warrants and share options issues in equity transactions are recognized as a deduction from equity, net of any tax effects.
Flow-through share issuances
The Company finances a portion of its exploration activities through the issue of flow-through shares issued pursuant to the Canadian Income Tax Act ("Tax Act"). Proceeds received from the issuance of flow-through shares are restricted to be used only for qualifying Canadian exploration and development expenses as defined in the Tax Act.
Pursuant to the terms of the flow-through share subscription agreements, these shares transfer the tax deductibility of qualifying expenditures to flow-through investors. On issuance, the Company allocates a portion of the subscription proceeds as a flow-through share premium, equal to the estimated premium, if any, that investors pay for the flow-through feature, which is recognized as a flow-through share premium liability. As expenditures are incurred and applied against the Company's associated flow-through commitment, the premium liability is reduced proportionately, charged as flow through premium recovery in the statements of loss.
Share-based payments
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a graded vesting basis over the period during which the employee becomes unconditionally entitled to equity instruments, based on the Company's estimate of equity instruments that will eventually vest. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity reserve.
Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.
For those options that expire after vesting, the recorded value is transferred to deficit.
The Company's restricted share unit ("RSU") plan allows Company employees, directors, officers and consultants to acquire common shares of the Company. The fair value of RSU's granted is recognized as a share-based payment expense with a corresponding increase in equity reserves.
RSUs that the Company intends to settle through the issuance of common shares are expensed over the vesting period on a straight-line basis based on the grant date fair value and are not remeasured. At each reporting date, the amount recognized as an expense is adjusted to reflect the actual number of stock options and RSU's that are expected to vest.
13
ONGold Resources Ltd.
(formerly 1348515 B.C. Ltd.)
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
Expressed in Canadian Dollars
Warrants
The Company issues warrants either as part of a financing, whereby the investor acquires a unit which is comprised of a common share and a warrant, or for services. Warrants allow the holder to acquire common shares of the Company. Where the warrant is issued for services received by the Company as consideration which cannot be specifically identified, they are measured at the fair value of the warrant. Otherwise, warrants are measured at the fair value of the amount settled or goods or services received. Warrants issued as part of a unit financing are allocated a value relative to the estimated fair value of the components of the units issued. The fair value of the warrant is valued using the Black-Scholes pricing model. On exercise, the value recorded in reserves is reclassified to share capital. Upon expiry, the recorded value is transferred to deficit.
Loss per share
The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. The diluted loss per share calculation assumes that any proceeds from the exercise of dilutive stock options and warrants would be used to repurchase common shares at the average market price during the period, with the incremental number of shares being included in the denominator of the diluted loss per share calculation. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive.
Rehabilitation provisions
The Company records the present value of estimated costs of legal and constructive obligations required to restore operating locations in the year in which the obligation is incurred.
When the liability is initially recognized, the present value of the estimated cost is capitalized by increasing the Exploration and evaluation expenditures to the extent that it was incurred prior to the production of related ore.
Over time, the discounted liability is increased for the change in present value based on the discount rates that reflect current market assessments and the risks specific to the liability. The periodic unwinding of the discount is recognized in loss as accretion expense. Additional disturbances or changes in rehabilitation costs will be recognized as additions to exploration and evaluation expenditures and rehabilitation liability when they occur. For closed sites, changes to estimated costs are recognized immediately in loss.
Financial Instruments
Classification
The Company classifies its financial instruments in the following categories: at fair value through profit and loss ("FVTPL"), at fair value through other comprehensive income ("FVOCI"), or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company's business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company may make an irrevocable election (on an instrument-by-instrument basis) to designate them as FVOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as held-for-trading instruments or derivatives) or if the Company has opted to measure them at FVTPL.
Measurement
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. The Company's cash and cash equivalents, restricted cash, amounts receivable and accounts payable and accrued liabilities are measured at amortized cost.
14
ONGold Resources Ltd.
(formerly 1348515 B.C. Ltd.)
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
Expressed in Canadian Dollars
Financial assets and liabilities at FVTPL are initially recorded at fair value. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in profit or loss in the period in which they arise.
Financial assets and liabilities at FVOCI are initially recorded at fair value. Unrealized gains or losses arising from changes in the fair value of the financial assets and liabilities held at FVOCI are included in other comprehensive income or loss in the period where they arise. Upon recognition, cumulative gains and losses of financial assets in other comprehensive income or loss are reclassified to the period in which the profit or loss is realized.
Impairment of Financial Assets at Amortized Cost
The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the expected credit losses for the next twelve months. Regardless of whether credit risk has increased significantly, the loss allowance for trade receivables without a significant financing component classified at amortized cost are measured using the lifetime expected credit loss approach. The Company shall recognize the amount (or reversal) of expected credit losses as an impairment gain or loss in the statements of loss.
Derecognition
The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when the Company transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are recognized in the statements of loss.
Income taxes
Any income tax on profit or loss for the period presented 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/loss, in which case the income tax is recognized in equity or other comprehensive income/loss.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted, or substantively 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 set off 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 provided for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for the initial recognition of assets or liabilities that affect neither accounting nor taxable profit. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, on a non-discounted basis using tax rates at the end of the reporting period applicable to the period of expected realization. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.
Accounting Pronouncements
During the year ended December 31, 2025, the Company adopted a number of amendments and improvements of existing standards. These new standards and changes did not have any material impact on the Company's financial statements.
15
ONGold Resources Ltd.
(formerly 1348515 B.C. Ltd.)
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
Expressed in Canadian Dollars
Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2026. Many are not applicable or do not have a significant impact to the Company and have been excluded. The following have not yet been adopted and are being evaluated to determine their impact on the consolidated financial statements.
Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)
In May 2024, the IASB issued amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments – Disclosures. The amendments clarify the derecognition of financial liabilities and introduces an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system. The amendments also clarify how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance (ESG)-linked features and other similar contingent features and the treatment of non-recourse assets and contractually linked instruments (CLIs). Further, the amendments mandate additional disclosures in IFRS 7 for financial instruments with contingent features and equity instruments classified at FVOCI.
The amendments are effective for annual periods starting on or after January 1, 2026. Retrospective application is required and early adoption is permitted.
Presentation and Disclosure in Financial Statements (IFRS 18)
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. The new standards replace IAS 1 Presentation of Financial Statements. IFRS 18 introduces new categories and required subtotals in the statement of profit and loss and also requires disclosure of management-defined performance measures. It also includes new requirements for the location, aggregation and disaggregation of financial information. The standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim financial statements. Retrospective application is required and early adoption is permitted.
Sale of Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28)
IFRS 10 – Consolidated Financial Statements (“IFRS 10”) and IAS 28 – Investments in Associates and Joint Ventures (“IAS 28”) were amended in September 2014 to address a conflict between the requirements of IAS 28 and IFRS 10 and clarify that in a transaction involving an associate or joint venture, the extent of gain or loss recognition depends on whether the assets sold or contributed constitute a business. The effective date of these amendments is yet to be determined, however early adoption is permitted.
4. CAPITAL MANAGEMENT
The Company manages and adjusts its capital structure based on available funds in order to support the exploration and development of mineral properties and to sustain future development of the business. The capital structure of the Company consists of equity.
The Company is dependent on external financing to fund its activities. In order to carry out planned exploration and evaluation and pay for administrative costs, the Company must raise additional amounts. The Company may continue to assess new properties and may seek to acquire an interest in additional properties if it determines there is sufficient geologic or economic potential and has adequate financial resources to do so.
Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
The Company's capital management objectives, policies and processes have remained unchanged during the years ended December 31, 2025 and 2024.
16
ONGold Resources Ltd.
(formerly 1348515 B.C. Ltd.)
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
Expressed in Canadian Dollars
The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than of the TSX Venture Exchange ("TSXV") which requires adequate working capital or financial resources of the greater of (i) $50,000 and (ii) an amount required in order to maintain operations and cover general and administrative expenses for a period of 6 months.
As of December 31, 2025, the Company believes it is compliant with the policies of the TSXV.
5. NORTHERN SPIN-OUT TRANSACTION
On April 26, 2024, ONGold completed the RTO Transaction with the Northern Spin Out Assets. The value of the shares issued was based on the price of the subscription receipts (Note 8(viii)). As part of the acquisition, the Company acquired working capital of $2,423,869. Transaction costs, being the excess of the value of the shares issued over net assets acquired were $1,967,852.
The acquisition of 134BC constitutes an asset acquisition as 134BC did not meet the definition of a business, as defined in IFRS 3 – Business Combination. The RTO has been accounted for in accordance with IFRS 2 – Share based payments.
The acquisition price was determined as follows:
| Consideration paid: | |
|---|---|
| The Company's common shares exchanged for Northern Spin Out Assets | 8,782,357 |
| Price per share | $ 0.51 |
| Total consideration | $ 4,479,002 |
| The purchase price allocation is as follows: | |
| --- | --- |
| Assets acquired | $ 5,175,274 |
| Liabilities assumed | (2,664,124) |
| Excess price paid, to listing expense | 1,967,852 |
| $ 4,479,002 |
The Company also issued 35,686,686 common shares of the Company to Northern for the Northern Spin Out Transaction in exchange for prior accumulated contributions from Northern and Genesis. The amount allocated to the common shares are the amounts previously presented as contributions from Northern and Genesis.
As a result of the Northern Spin Out Transaction, the shareholders of Northern acquired control of the Company. Management has determined that the Northern Spin-Out Assets does not meet the definition of a business as defined by IFRS 3.
Consequently, the Northern Spin Out Transaction is accounted for as an acquisition of the assets and reporting issuer status of 134BC. The cost of the transaction in excess of the net assets of 134BC are reflected as listing expense.
17
ONGold Resources Ltd.
(formerly 1348515 B.C. Ltd.)
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
Expressed in Canadian Dollars
6. EXPLORATION AND EVALUATION EXPENDITURES
The following table summarizes the exploration and evaluation expenditures the Company incurred on the statements of loss and comprehensive loss for the years ended December 31, 2025 and 2024 on its mineral properties:
| December 31, 2025 | October Gold $ | TPK $ | Monument Bay & Domain $ | Total $ |
|---|---|---|---|---|
| Expenses | ||||
| Claim maintenance | 350 | 105,856 | 36,959 | 143,165 |
| Drilling | - | 2,512,572 | - | 2,512,572 |
| Community relations | 549 | 319,053 | 265,545 | 585,147 |
| Project administration | 20 | - | 2,588 | 2,608 |
| Geology | - | 199,780 | 2,080,568 | 2,280,348 |
| Geophysics | - | - | 387,993 | 387,993 |
| Other | - | 11,154 | 19,930 | 31,084 |
| Total | 919 | 3,148,415 | 2,793,583 | 5,942,917 |
| October Gold $ | TPK $ | Monument Bay & Domain $ | Total $ | |
| December 31, 2024 | ||||
| Expenses | ||||
| Acquisition | - | - | 5,992,000 | 5,992,000 |
| Claim maintenance | 5,336 | 37,257 | - | 42,593 |
| Camp | - | 44,083 | - | 44,083 |
| Community relations | 1,387 | 227,571 | - | 228,958 |
| Project administration | - | 19,114 | - | 19,114 |
| Geology | 1,343 | 33,542 | 4,441 | 39,326 |
| Other | - | (23,791) | 376,898 | 353,107 |
| Total | 8,066 | 337,776 | 6,373,339 | 6,719,181 |
TPK
The Company owns a 100% interest in the Ti-pa-haa-kaa-ning ("TPK") property. Although claims associated with the Gold Ridge area of the property are free of any Net Smelter Royalties ("NSR"), some claims associated with the Big Dam areas of the property are subject to a 2% NSR, of which the Company has the right to purchase back 0.5% for $1.0 million and some claims are subject to a 1.5% NSR. Additionally, certain claims within the Big Dam area are subject to a 1.5% NSR on diamonds only to a maximum of $2,500,000.
October Gold
The Company has a 100% interest in the October Gold property subject to a 3% NSR on selected claims upon the commencement of commercial production. The Company can repurchase 2% of the NSR based on payments of $500,000 for each 1% of the NSR. In September 2021, the Company entered into a Memorandum of Understanding ("MOU") with two First Nations regarding exploration activities on its October Gold project. The MOU sets out a framework to facilitate exploration activities at the October Gold project. In addition, there is a requirement to pay a fee of 2% of eligible expenditures on the project to the First Nations (1% each) annually.
18
ONGold Resources Ltd.
(formerly 1348515 B.C. Ltd.)
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
Expressed in Canadian Dollars
On November 6, 2023, it was announced that Evolution Mining Limited (“Evolution”) was granted an option to acquire a 75% undivided interest in October Gold by incurring an aggregate of $7 million in expenditures and making cash payments totalling $1.1 million (the “Option”) over a period of 5 years. The annual schedule of expenditures and cash payments is as follows:
(a) incurring an aggregate of $7,000,000 in expenditures on the October Gold Project as per the following schedule: (i) an amount of at least $1,500,000 on or before the second anniversary of the Earn-In Agreement; (ii) an additional amount of at least $1,000,000 on or before the third anniversary of the Earn-In Agreement; (iii) an additional amount of at least $2,000,000 on or before the fourth anniversary of the Earn-In Agreement; and (iv) an additional amount of at least $2,500,000 on or before the fifth anniversary of the Earn-In Agreement;
(b) paying to the Company an aggregate cash payment of $1,100,000 as per the following schedule: (i) an amount of $350,000 within 20 Business Days following the execution of the Earn-In agreement (received); (ii) an amount of $300,000 within 60 Business Days following the third anniversary of the Earn-In Agreement; and (iii) an amount of $450,000 within 60 Business Days following the fifth anniversary of the Earn-In Agreement.
As of December 31, 2025, Evolution has met the minimum expenditure of the Earn-In Agreement.
Monument Bay and Domain
On December 23, 2024, the Company acquired a 100% interest of both Monument Bay (“MB”) and Domain projects in Manitoba, Canada for initial aggregate consideration consisting of $250,000 in cash and 8.7 million ONGold common shares. A success fee was paid to a company that was controlled by a director of Northern for cash of $125,000 and 257,732 common shares of the Company (Note 8(v and vi)).
The Company has total contingent consideration payable of $22,000,000 to the vendor based on the following milestones:
| Contingent Consideration | Amount ($) | Payment Type |
|---|---|---|
| Mineral resource estimate greater than 4Moz Gold (MB) | 5,000,000 | Cash or shares |
| Completion of positive feasibility study (MB) | 5,000,000 | Up to 50% in Common Shares |
| Commercial production (Domain) | 500,000 | Up to 50% in Common Shares |
| Commercial production (MB) | 4,500,000 | Up to 50% in Common Shares |
| 3rd anniversary of the commencement of Commercial production (MB) | 2,000,000 | Up to 50% in Common Shares |
| 1Moz of cumulative gold production (MB) | 5,000,000 | Up to 50% in Common Shares |
The Company has annual commitments up to $250,000 per annum in addition to 3% of exploration expenditures incurred at Monument Bay for various activities to enrich the local community.
Monument Bay has a 2.0% NSR royalty until the production of one million troy ounces of gold equivalent to 3.0% thereafter.
Ontario Properties
The Meston, Rapson and Thorne Lake Properties are owned 100% by the Company, all of which were staked by Northern.
19
ONGold Resources Ltd.
(formerly 1348515 B.C. Ltd.)
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
Expressed in Canadian Dollars
- CORPORATE OVERHEAD ALLOCATION
Prior to the completion of the RTO Transaction on April 26, 2024, the Northern Spin Out Assets incurred corporate overhead costs from Northern. The table below shows the amount of overhead allocation included in the statement of loss for the year ended December 31, 2024.
| For the year ended December 31, 2024 | |
|---|---|
| $ | |
| Expenses | |
| Salaries | 132,229 |
| Consulting fees | 99,718 |
| Legal and accounting | 27,984 |
| Office expenses | 36,443 |
| Shareholder information | 66,363 |
| Share-based payments | 110,037 |
| Total | 472,774 |
See Note 2 regarding the basis of presentation.
- SHARE CAPITAL AND EQUITY RESERVES
Authorized
The authorized share capital consisted of an unlimited number of common shares with no par value carrying one vote.
Issued and Outstanding
As at December 31, 2025, the Company had 73,899,220 common shares outstanding (December 31, 2024 - 63,283,794).
20
ONGold Resources Ltd.
(formerly 1348515 B.C. Ltd.)
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
Expressed in Canadian Dollars
Shares outstanding as at December 31, 2025 and 2024 are as follows:
| Common shares outstanding | Amount | |
|---|---|---|
| Balance, December 31, 2023 | - | $ - |
| Issued for Northern Superior Resources properties (viii) | 35,686,686 | 4,571,333 |
| Acquisition of ONGold Resources (ix) | 8,782,357 | 4,479,002 |
| Acquisition of Monument Bay and Domain properties (vi) | 8,700,000 | 5,742,000 |
| Finders fee for Monument Bay and Domain properties (vii) | 257,732 | 170,103 |
| Conversion of subscription receipts (x) | 4,226,487 | 2,155,508 |
| Share issue costs (x) | - | (44,662) |
| Private placement (v) | 5,001,532 | 3,250,996 |
| Share issue costs (v) | - | (323,134) |
| Management share grant (xi) | 629,000 | 320,790 |
| Balance, December 31, 2024 | 63,283,794 | $ 20,321,936 |
| Private placement (i) | 10,305,600 | $ 9,060,778 |
| Less: deferred flow through premium liability (i) | - | (2,052,970) |
| Share issue costs (i) | - | (731,476) |
| Shares issued for collaboration agreement (ii) | 217,391 | 191,304 |
| Warrant exercise (iii) | 17,435 | 12,857 |
| Option exercise (iv) | 75,000 | 66,201 |
| Balance, December 31, 2025 | 73,899,220 | $ 26,868,630 |
(i) On October 1, 2025, the Company closed a private placement for gross proceeds of $9,300,042 (the "Offering"). The Offering consisted of the issuance and sale of (i) 2,590,700 common shares of the Company (the "ON FT Shares") that qualify as "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act") and "eligible Ontario exploration expenditures" as defined in subsection 103(4) of the Taxation Act, 2007 (Ontario) (the "Ontario Tax Act") at a price of $0.965 per ON FT Share for gross proceeds of $2,500,025.50; (ii) 3,744,300 common shares of the Company (the "MB FT Shares", together with the ON FT Shares, the "FT Shares") that qualify as "flow-through shares" within the meaning of subsection 66(15) of the Tax Act and "flow-through mining expenditures" as defined in subsection 11.7(1) of the Income Tax Act (Manitoba) (the "Manitoba Tax Act") at a price of $1.095 per MB FT Share for gross proceeds of $4,100,008.50; and (iii) 3,970,600 common shares of the Company (the "HD Shares", and together with the FT Shares, the "Offered Shares") at a price of $0.68 per HD Share for gross proceeds of $2,700,008.
The flow-through share premium was determined to be $2,052,970, net of allocated share issue costs of $239,264. See Note 11.
In connection with the Offering, the Company incurred cash share issuance costs of $860,656 and issued 309,168 broker warrants with an exercise price of $0.68 for a period of 24 months from the closing of the Offering. The fair value of the broker warrants issued was estimated at $110,084 using the Black-Scholes option pricing model. Total share issue costs allocated to common shares was $731,476.
An officer of the Company subscribed for 294,200 HD Shares for gross proceeds of $200,056.
(ii) On October 30, 2025, the Company issued 217,391 common shares to the Nibinamik First Nations ("Nibinamik") as part of the collaboration agreement for exploration support. The fair value of the shares issued was $191,304 which was based on the previous day's closing share price.
21
ONGold Resources Ltd.
(formerly 1348515 B.C. Ltd.)
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
Expressed in Canadian Dollars
The shares issued to Nibinamik have a trading restriction allowing 25% eligible for sale in 3 month increments from the date of issuance.
(iii) On November 8, 2025, the Company issued 17,435 common shares upon the exercise of warrants for gross proceeds of $8,890
(iv) On September 25, 2025, the Company issued 75,000 common shares upon the exercise of stock options for gross proceeds of $38,250.
(v) On December 23, 2024, the Company closed a flow-through private placement for gross proceeds of $3,250,996 by issuing 5,001,532 common shares at a price of $0.65 per share. In connection with the financing, cash commissions of $195,060 were paid.
The quoted market price on the closing date was also $0.65 and consequently, no flow-through premium was recorded.
A total of 300,091 broker warrants, each exercisable to acquire one common share at a price of $0.65 for a period of 24 months, were issued in connection with the flow-through private placement. The fair value of the broker warrants issued was estimated at $74,706 using the Black-Scholes option pricing model.
(vi) On December 23, 2024, the Company issued 8,700,000 common shares with a value of $5,742,000 based on the value of share consideration at $0.66 per share based on the quoted market price of the Company's shares issued at the transaction date for the acquisition of the Monument Bay property. See Note 6.
(vii) On December 23, 2024, the Company issued 257,732 common shares with a value of $170,103 based on the value of share consideration at $0.66 per share based on the quoted market price of the Company's shares issued at the transaction date as a finder's fee related to the Monument Bay project. These shares were paid to a director of Northern. See Note 6.
(viii) On April 26, 2024, the Company issued 35,686,686 common shares of the Company for the Northern Spin Out Transaction in exchange for prior contributions from Northern and Genesis. The amount allocated to the common shares are the amounts previously presented as contributions from Northern and Genesis. See Note 5.
(ix) On April 26, 2024, the Northern Spin-Out Assets acquired all the issued and outstanding shares of 134BC (8,782,357 common shares) at a value of $0.51 as determined by the Subscription Receipt Financing (x) by way of RTO. Key management of the Company acquired 40,000 shares and Key management of Northern acquired 223,532 shares.
(x) On April 26, 2024, the Company closed the Subscription Receipt Financing by issuing 4,226,487 common shares at a price of $0.51 per common share of the Company for gross proceeds of $2,155,508. In connection with the financing, fees of $44,662 were paid and 43,382 broker warrants were issued. The warrants can be exercised for $0.51 in exchange for one common share and expires April 26, 2026.
(xi) On April 26, 2024, the Company issued 629,000 common shares at a price of $0.05 per share for gross proceeds of $31,450. The fair value of the shares was $0.51 based on the Subscription Receipt Financing (x). The excess fair value of the shares over the exercise price was recorded as share based compensation. Key management of the Company acquired 550,000 of the shares, and a director of Northern acquired 49,000 shares.
22
ONGold Resources Ltd.
(formerly 1348515 B.C. Ltd.)
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
Expressed in Canadian Dollars
Warrants
Warrants activity during the years ended December 31, 2025 and 2024, are as follows:
| Number of warrants | Weighted average exercise price | Expiry date | Value of warrants | |
|---|---|---|---|---|
| Balance, December 31, 2023 | - | $ - | $ - | |
| Issuance of broker warrants, April 2024 | 43,382 | 0.51 | 26-Apr-26 | 9,871 |
| Issuance of broker warrants, December 2024 | 300,091 | 0.65 | 23-Dec-26 | 74,706 |
| Balance, December 31, 2024 | 343,473 | $ 0.63 | $ 84,577 | |
| Issuance of broker warrants, October 2025 | 309,168 | 0.68 | 01-Oct-27 | 110,084 |
| Exercise of warrants | (17,435) | 0.51 | (3,967) | |
| Balance, December 31, 2025 | 635,206 | $ 0.66 | $ 190,694 |
The following table summarizes the assumptions used in the Black-Scholes valuation of warrants granted:
| Outstanding Number # | Exercisable Number # | Grant | Expiry | Exercise Price $ | Estimated grant date $ | Share price $ | Volatility | Risk-free interest | Expected life # | Expected dividend |
|---|---|---|---|---|---|---|---|---|---|---|
| 25,947 | 25,947 | 26-Apr-24 | 26-Apr-26 | 0.51 | 5,904 | 0.51 | 79% | 4.26% | 2.00 | 0% |
| 300,091 | 300,091 | 23-Dec-24 | 23-Dec-26 | 0.65 | 74,706 | 0.65 | 69% | 3.03% | 2.00 | 0% |
| 309,168 | 309,168 | 1-Oct-25 | 1-Oct-27 | 0.68 | 110,084 | 0.68 | 98% | 3.03% | 2.00 | 0% |
| 635,206 | 635,206 | 190,694 | 2.00 |
The weighted-average remaining contractual life of the warrants at December 31, 2025 is 1.33 years. (December 31, 2024 – 1.89 years).
Options
Pursuant to the Company's stock option plan, directors may, from time to time, authorize the issuance of options to directors, officers, employees and consultants of the Company, enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. The options can be granted for a maximum term of 10 years and are subject to vesting provisions as determined by the Board of Directors of the Company.
Options activity during the years ended December 31, 2025 and 2024 is as follows:
| Number of options | Weighted average exercise price | Expiry date | Value of options granted | Value options vested | |
|---|---|---|---|---|---|
| Balance, December 31, 2023 | - | $ - | - | $ - | $ - |
| Granted, May 2024 | 3,300,000 | $ 0.51 | 07-May-29 | $ 1,229,842 | $ 602,091 |
| Forfeited | (150,000) | $ 0.51 | $ (55,902) | $ - | |
| Balance, December 31, 2024 | 3,150,000 | $ 0.51 | $ 1,173,940 | $ 602,091 | |
| Vested | - | $ - | $ - | $ 516,015 | |
| Granted, October 2025 | 1,242,740 | $ 0.90 | 06-Oct-30 | $ 842,887 | $ 480,355 |
| Granted, November 2025 | 375,000 | $ 0.89 | 05-Nov-30 | $ 252,604 | $ 113,953 |
| Exercised | (75,000) | $ 0.51 | $ (27,951) | $ (27,951) | |
| Forfeited | (75,000) | $ 0.51 | $ (27,951) | $ (10,562) | |
| Balance, December 31, 2025 | 4,617,740 | $ 0.65 | $ 2,213,529 | $ 1,673,901 |
ONGold Resources Ltd.
(formerly 1348515 B.C. Ltd.)
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
Expressed in Canadian Dollars
The following table summarizes the assumptions used in the Black-Scholes valuation of options granted:
| Number outstanding # | Number exercisable # | Grant date | Expiry date | Exercise price $ | Estimated grant date fair value $ | Share price $ | Volatility | Risk-free interest rate | Expected life (Yrs) # | Expected dividend yield |
|---|---|---|---|---|---|---|---|---|---|---|
| 3,000,000 | 2,250,000 | 07-May-24 | 07-May-29 | 0.51 | 1,118,038 | 0.51 | 94% | 3.63% | 5.00 | 0% |
| 1,242,740 | 414,247 | 06-Oct-25 | 06-Oct-30 | 0.90 | 842,887 | 0.90 | 100% | 2.75% | 5.00 | 0% |
| 375,000 | 125,000 | 05-Nov-25 | 05-Nov-30 | 0.89 | 252,604 | 0.89 | 101% | 2.73% | 5.00 | 0% |
| 4,617,740 | 2,789,247 | 2,213,529 |
On November 5, 2025, the Company granted at total of 375,000 stock options to certain officers and consultants of the Company. The options vest one-third on grant, one-third after 6 months and one-third on the first anniversary. The stock options may be exercised at a price of $0.89 for a period of five years until November 5, 2030. The fair value of the options was estimated at $252,604 using the Black-Scholes pricing model. An officer was granted 350,000 options with a fair value $235,764.
On October 6, 2025, the Company granted a total of 1,242,740 stock options to certain officers, directors, employees and consultants of the Company. The options vest one-third on grant, one-third after 6 months and one-third on the first anniversary. The stock options may be exercised at a price of $0.90 for a period of five years until October 6, 2030. The fair value of the options was estimated at $842,887 using the Black-Scholes pricing model. Directors and officers were granted 992,740 options with a fair value $673,325.
On May 7, 2024, the Company granted a total of 3,300,000 stock options to directors, officers, consultants and employees of the Company pursuant to its stock option plan. The options vest 50% on the 1-year anniversary, 25% after 18 months and 25% on the 2 year anniversary of the grant. The fair value of the options was estimated at $1,229,842 using the Black-Scholes pricing model. Directors and officers of the Company were granted 2,450,000 options with a fair value of $913,065. Management and directors of Northern were granted 500,000 options with a fair value of $186,340.
The weighted-average remaining contractual life of the options at December 31, 2025 is 3.85 years (December 31, 2024 – 4.35 years).
During the year ended December 31, 2025, share based payments expense was $1,110,323 (year ended December 31, 2024 - $630,762).
Restricted Share Units
The Company's restricted share unit ("RSU") plan allows Company employees, directors, officers and consultants to acquire common shares of the Company. The fair value of RSUs granted is recognized as a share-based payment expense with a corresponding increase in equity reserves.
As at December 31, 2025, the Company had RSUs outstanding as follows:
| Issue date | Vesting date | Number of RSUs # | Fair value of RSUs vested $ |
|---|---|---|---|
| February 28, 2025 | February 28, 2026 | 65,664 | 27,450 |
| October 6, 2025 | October 6, 2026 | 107,407 | 22,607 |
| October 6, 2025 | April 6, 2027 | 53,703 | 7,536 |
| November 5, 2026 | November 5, 2026 | 74,719 | 9,975 |
| November 5, 2026 | November 5, 2027 | 74,719 | 4,987 |
| 376,212 | 72,555 |
ONGold Resources Ltd.
(formerly 1348515 B.C. Ltd.)
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
Expressed in Canadian Dollars
RSU activity during the year ended December 31, 2025 and 2024 is as follows:
| Number of RSUs # | Weighted average grant price $ | Fair value of RSUs vested $ | |
|---|---|---|---|
| Balance, December 31, 2023 and 2024 | - | - | - |
| Grant, February 2025 | 65,664 | 0.69 | 27,450 |
| Grant, October 2025 | 161,110 | 0.90 | 30,143 |
| Grant, November 2025 | 149,438 | 0.89 | 14,962 |
| Balance, December 31, 2025 | 376,212 | 0.86 | 72,555 |
For the year ended December 31, 2025, the Company recorded share-based compensation of $72,555 (2024 - $nil).
On November 5, 2025, the Company granted 149,438 RSUs to an officer of the Company. The RSUs vest one-half on the first anniversary date of the grant and one-half vests on the second anniversary of the grant date. The fair value of the RSUs issued was $133,000.
On October 6, 2025, the Company granted 161,110 RSUs to directors of the Company. The RSUs vest two-thirds on the first anniversary date of the grant and one-third vests 18 months from the grant date. The fair value of the RSUs issued was $145,000.
On February 28, 2025, the Company granted 65,664 RSUs to an officer of the Company. The RSUs vests on the anniversary date of the grant. The fair value of the RSUs issued was $32,832
9. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Fair value
Fair value is the amount at which a financial instrument could be exchanged between willing parties based on current markets for instruments with the same risk, principal and remaining maturity. Fair value estimates are based on present value and other valuation techniques using rates that reflect those that the Company could currently obtain, on the market, for financial instruments with similar terms, conditions and maturities.
The Company classifies the fair value of the financial instruments according to the following hierarchy based on the observable inputs used to value the instrument:
- Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
- Level 2 – Inputs other than quoted prices included in Level 1 that are observable, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
- Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.
The Company had no financial instruments measured at fair value to classify in the hierarchy.
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ONGold Resources Ltd.
(formerly 1348515 B.C. Ltd.)
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
Expressed in Canadian Dollars
The carrying values of cash and cash equivalents, restricted cash, amounts receivable and accounts payable and accrued liabilities approximate their fair values due to the short-term maturity of these financial instruments.
The Company's risk exposures and the impact on the Company's financial instruments are summarized below:
(a) Credit risk
Counterparty credit risk is the risk that the financial benefits of contracts with a specific counterparty will be lost if a counterparty defaults on its obligations under the contract. This includes any cash amounts owed to the Company by those counterparties, less any amounts owed to the counterparty by the Company where a legal right of set-off exists and also includes the fair values of contracts with individual counterparties which are recorded in the financial statements.
The Company's credit risk is predominantly limited to cash and cash equivalents balances held in financial institutions, restricted cash and amounts receivables. The maximum exposure to credit risk is equal to the carrying value of such financial assets. As at December 31, 2025, the Company expects to recover the full amount of such assets.
The objective of managing counterparty credit risk is to minimize potential losses in financial assets. The Company assesses the quality of its counterparties, considering their credit worthiness and reputation, past performance and other factors.
The Company's cash and cash equivalents and restricted cash are only deposited with or held by highly rated financial institutions. To manage credit and liquidity risk, the Company invests only in highly rated investment grade instruments that have maturities of one year or less. Limits are also established based on the type of investment, the counterparty and the credit rating.
(b) Currency risk
Currency risk is the risk that the fair value of, or future cash flows from, the Company's financial instruments will fluctuate because of changes in foreign exchange rates. The Company's foreign currency risk arises primarily with respect to USD dollars from operations. Fluctuations in the exchange rates between these currencies and the Canadian dollar would not have a material effect on the Company's business, financial condition and results of operations. The Company does not engage in any hedging activity to mitigate this risk.
(c) Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. At December 31, 2025, the Company had a cash and cash equivalents balance of $7,616,709 (December 31, 2024 – $5,858,256) to settle current liabilities of $1,909,083 (December 31, 2024 – $359,883). The Company's trade payables have contractual maturities of less than 30 days and are subject to normal trade terms.
(d) Commodity price risk
The Company is exposed to price risk with respect to commodity prices. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices, as they relate to gold. Commodity price risk is remote as the Company is not a producing entity.
26
ONGold Resources Ltd.
(formerly 1348515 B.C. Ltd.)
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
Expressed in Canadian Dollars
10. ENVIRONMENTAL OBLIGATIONS
The Company recognized a provision for future estimated reclamation costs related to an existing camp site on the TPK property. As at December 31, 2025, the estimated future liability of approximately $200,000 (December 31, 2024 – $200,000) was adjusted for inflation at an average rate of 2.40% (2024 – 1.80%), discounted at a rate of 3.42% (2024 – 3.23%), and recorded as $195,658 (2024 - $176,403).
The Company recognized a provision for future estimated reclamation cost related to an existing liability upon the acquisition of Monument Bay during the year ended December 31, 2024. As at December 31, 2025, the estimated future liability of approximately $426,768 (December 31, 2024 - $423,544) was adjusted for inflation at an average rate of 2.40% (2024 – 1.80%), discount rate of 2.77% (2024 – 3.23%), and recorded as $388,477 (2024 - $376,898).
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Balance, beginning of year | $ 553,301 | $ 200,194 |
| Additions | - | 376,898 |
| Change in estimates | 13,773 | - |
| Accretion | 17,061 | (23,791) |
| Balance, end of year | $ 584,135 | $ 553,301 |
11. FLOW-THROUGH SHARE PREMIUM
The issuance of flow-through common shares requires the Company to incur an amount equivalent to the proceeds of the issued flow-through common shares on Canadian qualifying exploration expenditures. The Company may be required to indemnify the holders of such shares for any tax and other costs payable by them in the event the Company has not incurred the required exploration expenditures. As expenditures are incurred, the flow-through share premium liability is reversed. At December 31, 2025, the flow-through share premium liability was $1,421,115 (December 31, 2024 - $nil).
| Deferred Flow-through Premium | December 31, 2025 | December 31, 2024 |
|---|---|---|
| Deferred FT premium - beginning | $ - | $ - |
| Deferred FT premium - additions | 2,052,970 | - |
| 2,052,970 | - | |
| Change in FT premium during the year | (631,855) | - |
| Deferred FT premium - ending | $ 1,421,115 | $ - |
12. COMMITMENTS AND CONTINGENCIES
As part of the December 2024 financing, the Company committed to incur by December 31, 2025, $3,250,996 in Canadian exploration expenditures ("CEE") pursuant to private placements for which flow-through proceeds have been received. Through December 31, 2025, the Company expended $3,250,996 (December 31, 2024 - $2,188) in expenditures that management has assessed as meeting the requirements for flow-through renunciation and as a result is estimated that it is committed to spend a further $nil before December 31, 2025. The laws and regulations related to flow through shares are subject to interpretation by various parties, including management, law makers and tax authorities (Canada Revenue Agency). Such interpretations may be subjective.
27
ONGold Resources Ltd.
(formerly 1348515 B.C. Ltd.)
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
Expressed in Canadian Dollars
As part of the October 2025 financing, the Company committed to incur by December 31, 2026, $6,600,034 ($4,100,009 on Manitoba properties and $2,500,025 on Ontario properties) in Canadian exploration expenditures ("CEE") pursuant to private placements for which flow-through proceeds have been received. Through December 31, 2025, the Company expended $2,031,333 (December 31, 2024 - $nil) in expenditures that management has assessed as meeting the requirements for flow-through renunciation and as a result is estimated that it is committed to spend a further $4,568,701 ($3,331,157 on Manitoba properties and $1,237,544 on Ontario properties) before December 31, 2025. The laws and regulations related to flow through shares are subject to interpretation by various parties, including management, law makers and tax authorities (Canada Revenue Agency). Such interpretations may be subjective.
The change in the flow-through share CEE commitment is summarized below:
| Flow-Through Share Canadian Exploration Expenditure Commitment | December 31, 2025 | December 31, 2024 |
|---|---|---|
| CEE Commitment - beginning | $ 3,248,808 | $ - |
| CEE Commitment - additions | 6,600,034 | 3,250,996 |
| 9,848,842 | 3,250,996 | |
| CEE spending during the year | (5,280,141) | (2,188) |
| CEE commitment - ending | $ 4,568,701 | $ 3,248,808 |
The Company has indemnified the subscribers of the flow-through share offerings against any tax related amounts that become payable by the shareholder as a result of the Company not meeting its expenditure commitments.
Environmental
The Company's exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its operations are materially in compliance with all applicable laws and regulations. The Company expects to make expenditures to comply with such laws and regulations.
General
The Company may be subject to various claims, lawsuits and other complaints arising in the ordinary course of business. The Company records provisions for losses when claims become probable and the amounts are estimable.
Exploration and Evaluation Properties
Underlying royalties on the Company's properties are described in Note 6.
The Company entered a community support agreement establishing contingent future commitments totaling a maximum of $194,000.
Maintenance of claims in Exploration and Evaluation Properties
To maintain the mineral claims in good standing, the Company is required to incur minimum annual exploration expenditures. For 2026, the minimum annual expenditures is expected to be approximately $3,615,000. Any expenditures incurred in excess of the minimum requirement may be carried forward and applied to future periods.
Management Contracts
The Company is party to certain employment and consulting contracts. These contracts contain minimum commitments of approximately $577,000 with regards to termination pay and additional contingent payments of up to approximately $941,500 upon the occurrence of a change of control. As a triggering event has not
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ONGold Resources Ltd.
(formerly 1348515 B.C. Ltd.)
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
Expressed in Canadian Dollars
taken place, the contingent payments have not been reflected in these consolidated financial statements. Minimum commitments under these contracts due within one year are $619,000.
13. TRANSACTIONS WITH RELATED PARTIES
Compensation of key management personnel of the Company
In accordance with IAS 24, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company. During the year ended December 31, 2025, and 2024, the remuneration of directors and other key management personnel was as follows:
| Years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Management fees | $ 768,125 | $ 500,105 |
| Directors' fees | - | 17,369 |
| Share-based compensation - Management | 572,239 | 325,070 |
| Share-based compensation - Directors | 393,569 | 224,590 |
| Total | $ 1,733,932 | $ 1,067,134 |
The Northern Spin Out Assets received contributions of $nil from Northern for the year ended December 31, 2025 (2024 - $263,933) until the properties were exchanged with ONGold. Upon completion of the arrangement, the Company reimbursed Northern $425,727 related to costs incurred for 2024.
As at December 31, 2025, an amount of $2,799 included in accounts payable and accrued liabilities, was owed to an officers of the Company (December 31, 2024 - $2,075). The amounts outstanding are unsecured, non-interest bearing, with no fixed terms or repayment.
As at December 31, 2025, an amount of $15,000 was included in prepaid and deposits as advances to officers of the Company (December 31, 2024 - $15,000). The amounts outstanding are unsecured, non-interest bearing, with no fixed terms or repayment.
See Note 8.
14. SEGMENTED INFORMATION
The Company conducts business as a single operating segment in a single geographic segment, being mineral exploration and evaluation in Canada.
29
ONGold Resources Ltd.
(formerly 1348515 B.C. Ltd.)
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
Expressed in Canadian Dollars
15. INCOME TAX
a) Provision for Income Taxes
The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 26.5% (December 31, 2024 – 26.5%) to the effective tax rate is as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Loss before income taxes | $ (7,646,746) | $ (11,270,635) |
| Combined statutory tax rate | 26.50% | 26.50% |
| Expected tax recovery at statutory rate | (2,026,000) | (2,987,000) |
| Share based payments | 313,000 | 236,000 |
| Expenses not deductible for tax purposes | - | 625,000 |
| Change in unrecognized deferred tax asset | 1,713,000 | 2,126,000 |
| $ - | $ - |
b) Deferred Income Tax
Deferred taxes are a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities.
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Non-capital loss carry-forwards | $ 2,524,000 | $ 2,000,000 |
| Share issuance costs | 1,068,000 | 346,000 |
| Mineral property costs | 12,322,000 | 6,042,000 |
| Total | $ 15,914,000 | $ 8,388,000 |
The tax losses expire between 2042 and 2045 per below. The other temporary differences do not expire under current legislation.
| Year of expiry | Amount |
|---|---|
| 2042 | $ 21,000 |
| 2043 | $ 31,000 |
| 2044 | $ 822,000 |
| 2045 | $ 1,650,000 |
| $ 2,524,000 |
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 use the benefits.
16. SUBSEQUENT EVENT
Share issuance
On February 5, 2026, the Company issued 46,153 common shares of the Company upon the exercise of 46,153 broker warrants at $0.65 for gross proceeds of $29,999.
On April 21, 2026, the Company issued 18,046 common shares of the Company upon the exercise of 18,046 broker warrants at $0.51 for gross proceeds of $9,203
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