Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Pacifica Silver M&A Activity 2025

Sep 30, 2025

48535_rns_2025-09-29_0eb2a56f-03c0-4731-bd36-f3fdc50b1166.pdf

M&A Activity

Open in viewer

Opens in your device viewer

FORM 51-102F4

BUSINESS ACQUISITION REPORT

Item 1. Name and Address of Company

1.1 Name and Address of Company

PACIFICA SILVER CORP.
1000 – 1055 West Hastings Street
North Vancouver, British Columbia, V6E 2E9

1.2 Executive Officer

Todd Anthony
Chief Executive Officer
(604) 416-1719

Item 2. Details of Acquisition

2.1 Nature of Business Acquired

Pacifica Silver Corp. (the “Company”) completed its acquisition of all of the issued and outstanding shares of Cielo Azul Resources, S.A. de C.V. (“Azul”) pursuant to the terms of a share purchase agreement (“SPA”) on July 17, 2025, with Durango Gold Corp., an arms-length private company (“Durango”).

Azul holds the surface concessions of the Claudia project located in the Durango, Mexico. The Claudia project is within the Sierra Madre Occidental belt and spans 11,876 hectares, with over 30 km of known veins, of which less than 10% has been drill tested.

2.2 Date of Acquisition

July 18, 2025.

2.3 Consideration

Under the terms of the SPA, the Company has acquired all of the issued and outstanding shares of Azul. In consideration for Azul, the Company:

(a) Paid Durango US$10,000 cash (the “Closing Cash Payment”), being the closing payment of US$25,000 less the US$15,000 previously advanced to Durango (see news from June 30, 2025);

(b) Issued to Durango 10,000,000 common shares (the “Consideration Shares”), subject to a restriction on resale for a period of 12 months (the “Restriction Period”);

(c) Assumed US$651,453 in current accounts payables associated with holding the Project, which includes payroll costs of US$25,940, third-party costs of US$156,236, and mineral concession payments of US$469,277; and

(d) Assumed the obligation to make bonus payments to Silverstone Resources, S.A. de C.V. (“Silverstone”), the previous vendor of the Claudia Project to Durango, contingent on the future disclosure of National Instrument 43-101-compliant Measured and Indicated resources at the Project.


-2-

The payment structure of the bonus payments is as follows: (i) 1 to 500,000 ounces of gold or gold equivalent defined, a payment of US$7.0 million; (ii) 500,001 to 1 million ounces of gold or gold equivalent, an additional payment of US$10.0 million; (iii) 1,000,001 to 1.5 million ounces of gold or gold equivalent, a further payment of US$2.0 million. The agreement allows for the gold discovery payments to be paid 50% in company shares and 50% in cash. If the Company is unable to publish a Technical Report disclosing Measured or Indicated resources by December 31, 2029, the Project must be returned to Silverstone.

The Company will also be required to assume the obligation to carry out a minimum of 50,000 metres of drilling at the Project until December 31, 2029. Silverstone will also be permitted to explore and mine up to 130,000 tons of material located in the shaft known as "Aguilareña" at the Project.

2.4 Effect on Financial Position

Prior to the acquisition of Azul, the Company was focused on the exploration of Janampalla Property located in the Huancavalica Province of Central Perú. As a result of the acquisition of Azul, the Company is now focused on the exploration and advancement of the Claudia Project in Durango, Mexico.

The Company does not presently have any plans or proposals for material changes in the Company's or Azul's affairs (corporate structure, personnel or management) that will have an impact on the financial performance and financial position of the Company.

2.5 Prior Valuations

None.

2.6 Parties to Transaction

The acquisition was not with an informed person, associate or affiliate of the Company.

2.6 Date of Report

September 29, 2025.

Item 3. Financial Statements

The following financial statements attached as Schedule "A" hereto are included in this Business Acquisition Report:

1) Audited financial statements of Azul for the fiscal year ended December 31, 2024 and 2023.
2) Interim financial statements of Azul for the period ended June 30, 2025.


CIELO AZUL RESOURCES, S.A. DE C.V.
(In exploration period)
Financial Statements for the years ended on
December 31, 2024 and 2023, and Independent
Auditors’ Report.


CIELO AZUL RESOURCES, S.A. DE C.V.
(In exploration period)
Financial statements for the years ended on
December 31, 2024 and 2023,
and the Independent Auditors’ Report

CONTENT

Page(s)

THE INDEPENDENT AUDITORS’ REPORT 1-3

AUDITED FINANCIAL STATEMENTS:

Statements of Financial Position 4
Statements of Comprehensive Income 5
Statements of Changes in Stockholders' Equity 6
Statements of Cash Flows 7
Notes to the Financial Statements 8 - 16


RSM

RSM Mexico
Av. Rio Churubusco No. 276
Col. El Prado
09480 CDMX
P +52 55 5674 3044
www.rsmmx.mx

AUDIT REPORT ISSUED BY THE INDEPENDENT AUDITORS

To the Stockholders of
Cielo Azul Resources, S.A. de C.V.
(In exploration period)

Opinión

We have audited the accompanying financial statements of Cielo Azul Resources, S.A. de C.V. (the Entity) which comprise the statements of financial position as of December 31, 2024 and 2023, the related statements of comprehensive income, changes in Stockholders’ equity and cash flows, corresponding to the years then ended and the explanatory notes to the financial statements, including a summary of the significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all the significant respects, the financial position of Cielo Azul Resources, S.A. de C.V., as of December 31, 2024 and 2023, as well as its comprehensive income statement and cash flows corresponding to the years then ended, in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board

Basis of the opinion.

We have carried out our audit in conformity with the International Standards on Auditing. Our responsibility under those standards is further described in the section “Auditor’s responsibilities as for the audit of the financial statements” of this report. We are independent from the Company in accordance with the Code of Ethics for Professional Accountants of the International Ethics Standards Board for Accountants (“Code of Ethics of IESBA”), along with the ethical requirements relevant for our audit of financial statements in Mexico of the Code of Professional Ethics of the Mexican Institute of Public Accountants (“Code of Ethics of IMCP”), and we have complied with our other ethical responsibilities pursuant to those codes. We believe that the evidence of audit we have obtained provides enough and appropriate basis for our opinion.


Responsibilities of the Management and of the persons in charge of the Governance of the Company on the financial statements

The Management is responsible for the preparation and fair filing of the accompanying financial statements, in accordance with the IFRS and the internal control that the Management considers necessary in order to allow the preparation of financial statements free of material misstatement, due to fraud or error.

In the preparation of the financial statements, the Management is responsible for assessing the Company's ability in order to continue as a going concern, disclosing, if so, the matters related to going concern and including the going concern basis of accounting unless Management either intends to liquidate the Entity or to stop operations, or has no realistic alternative but to do so.

Those responsible for the Company's Governance are responsible for the supervision of the process of financial information of the Entity.

Auditor's Responsibilities on the audit of the financial statements.

Our objectives are to obtain reasonable assurance that the financial statements as a whole are free of material misstatement, due to fraud or error, and issue an audit report with our opinion. Reasonable assurance is a high degree of security, but it does not guarantee that an audit performed in accordance with the International Standards on Auditing always detect a material misstatement when there is one. The misstatements may be due to fraud or error, and they are considered material if, either individually or in group, they might be reasonably foreseen to influence the economic decisions the users make based on the financial statements.

As part of an audit in accordance with the International Standards on Auditing, we apply our professional judgement and we keep an attitude of professional skepticism through the entire audit. Also:

  • We identify and value the risks of material misstatement in the financial statements, due to fraud or error, we design and apply audit procedures in order to respond to such risks; and we obtain enough and proper evidence of audit to provide a basis for our opinion. The risk of not detecting a material misstatement due to fraud is higher than in the case of a material misstatement due to error, since the fraud may imply collusion, forgery, deliberate omissions, statements intentionally wrong or the avoidance of internal control.
  • We get to know the internal control relevant for the audit, with the objective of designing proper audit procedures regarding the circumstances and not with the objective of expressing an opinion on the effectiveness of internal control.
  • We evaluate the adequacy of the applied accounting policies and the reasonableness of the accounting estimates and the corresponding information disclosed by the Management.
  • We conclude on the adequacy of the use, by the Management, of the accounting principle of going concern and, based on the evidence of audit obtained, we conclude whether there is or not a material uncertainty related to facts or conditions that may arise significant questions on the ability of the Company to continue as going concern. If we conclude that there is a material uncertainty, it is necessary to call the attention in our audit report about the corresponding information disclosed in the financial statements or, if such disclosures are not proper, to express a modified opinion. Our conclusions are based on the evidence of audit obtained as of the date of our audit report. However, future facts or conditions may be the cause for the company to stop being a going concern.

2


  • We evaluate the global presentation, the structure and content of the financial statements, including the disclosed information, and whether the financial statements represent the underlying transactions and facts in a way that they get the true presentation.

We discuss with those responsible for the Company's Governance, among other matters, the scope and the time to perform the planned audit and the significant audit findings, as well as any other significant deficiency of internal control, which we identify through our audit.

RSM MÉXICO BOGARÍN, S.C.

img-0.jpeg

C.P. Rafael González Espinosa

Mexico City, Mexico
September 19, 2025


CIELO AZUL RESOURCES,S.A. DE C.V.

(IN EXPLORATION PERIOD)
STATEMENTS OF FINANCIAL POSITION
AS OF DECEMBER 31, 2024 AND 2023
(NOTES 1, 2, 3, 4, 13 y 14)

2024 2023 2024 2023
ASSETS LIABILITIES
CURRENT SHORT TERM
Cash and cash equivalents $ 7,450 $ 1,076 Various creditors $ 5,833,469 $ 6,197,787
Accounts receivable: Durango Gold Corporation
Durango Gold Corporation Holding Company (Note 5) 11,501,458 9,178,045
Holding Company (Note 5) 435,233 422,338 Mining rights payable 6,503,993 3,769,897
VAT Tax recoverable 4,652,640 4,374,903 Taxes payable (Note 9) 487,157 332,562
VAT pending accreditation, net 770,912 860,568 Contributions for future capital increases 5,106,346 2,993,238
5,858,785 5,657,809 Total liabilities 29,432,424 22,471,529
STOCKHOLDERS' EQUITY
Total current assets 5,866,235 5,658,885 CAPITAL STOCK (Note 11)
MACHINERY, FURNITURE AND EQUIPMENT (Note 6) 224,941 224,941 Subscribed Capital Stock 4,001,000 4,001,000
Subscribed Capital Stock not Exhibited ( 1,000) ( 1,000)
4,000,000 4,000,000
Accumulated depreciation ( 132,836) ( 91,232) Contributions for future capital increases agreed in the minutes of the assembly 36,130,957 36,130,957
92,105 133,709 ACCRUED PROFIT (LOSSES) (Note 12):
Deferred assets (Note 8) 59,855,934 53,060,786 To be applied 300,893 ( 21,047)
Of the period, according to the statement of comprehensive income - 321,940
Deposits in guarantee 50,000 50,000 300,893 300,893
Intangible assets (Note 10) 4,000,000 4,000,000 Total stockholders' equity 40,431,850 40,431,850
Total assets $ 69,864,274 $ 62,903,379 Total liabilities and stockholders' equity $ 69,864,274 $ 62,903,379

img-1.jpeg

img-2.jpeg


CIELO AZUL RESOURCES,S.A. DE C.V.

(IN EXPLORATION PERIOD)

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED ON DECEMBER 31, 2024 AND 2023

(NOTES 1, 2, 3, 4, 13 y 14)

2024 2023
Other income, from the sale of fixed assets $ - $ 321,940
Net profit $ - $ 321,940

The accompanying notes are an integral part of these financial statements

img-3.jpeg

Fernando José Berdegua, De Cima
Legal Representative

C.P. Carlos Valles, Delfin
Comptroller

5


6

CIELO AZUL RESOURCES,S.A. DE C.V.

(IN EXPLORATION PERIOD)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
AS OF DECEMBER 31, 2024 AND 2023
(NOTES 1, 2, 3, 4, 13 y 14)

| | TOTAL | SUBSCRIBED
CAPITAL STOCK | SUBSCRIBED
CAPITAL
NOT | ACCRUED PROFIT
(LOSSES) (Note 12): | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | | CONTRIBUTIONS
FOR FUTURE
CAPITAL
INCREASES | TO BE
APPLIED | OF THE
PERIOD |
| BALANCES AS OF DECEMBER 31, 2022
(Unaudited balances) | $ 40,146,809 | $ 4,001,000 | $ ( 1,000) | $ 36,130,957 | $ ( 37,119) | $ 52,971 |
| Transfer of profit of the year ended on December 31,
2022 to results to be applied | | | | | 52,971 | ( 52,971) |
| Adjustment to results from previous years | ( 36,899) | | | | ( 36,899) | |
| Comprehensive profit of the 2023 period | 321,940 | | | | | 321,940 |
| BALANCES AS OF DECEMBER 31, 2023 | 40,431,850 | 4,001,000 | ( 1,000) | 36,130,957 | ( 21,047) | 321,940 |
| Transfer of profit of the year ended on December 31,
2023 to results to be applied | | | | | 321,940 | ( 321,940) |
| Comprehensive profit of the 2024 period | - | | | | | - |
| BALANCES AS OF DECEMBER 31, 2024 | $ 40,431,850 | $ 4,001,000 | $ ( 1,000) | $ 36,130,957 | $ 300,893 | $ - |

The accompanying notes are an integral part of these financial statements

Fernando José Berdolplo De Cima
Legal Representative

C.P. Carlos Valles Delfin
Comptroller


7

CIELO AZUL RESOURCES,S.A. DE C.V.

(IN EXPLORATION PERIOD)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED ON DECEMBER 31, 2023 AND 2022

(NOTES 1, 2, 3, 4, 13 y 14)

2024 2023
OPERATING ACTIVITIES:
Profit before taxes on profit $ - $ 321,940
Items related with operating activities:
Depreciation 41,604 41,604
Profit from sale of fixed assets - (321,940)
41,604 41,604
Accounts receivable and others (200,976) (150,991)
Deferred assets (6,795,148) (5,620,913)
Adjustment to results from previous years - (36,899)
Accrued expenses and others 6,960,895 5,170,168
Net cash flows of operating activities (35,230) (638,635)
INVESTMENT ACTIVITIES:
Collection for sale of fixed assets - 370,689
Fixed asset write-offs - 84,995
Net cash flows from investing activities - 455,684
Cash decrease 6,374 (141,347)
Cash at the beginning of the year 1,076 142,423
Cash at the end of the year $ 7,450 $ 1,076

The accompanying notes are an integral part of these financial statements

Fernando José Berdegue De Cima
Legal Representative

C.P. Carlos Valles Delfin
Comptroller


8

CIELO AZUL RESOURCES, S.A. DE C.V.

(In exploration period)

NOTES TO THE FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2024 AND 2023

NOTE 1 – INCORPORATION AND OBJECTIVE

  1. Incorporation

The company was incorporated on March 16, 2017, under the name Cielo Azul Resources, S.A.P.I. de C.V., with an indefinite term. On March 31, 2021, an extraordinary stockholders’ meeting approved the change of Cielo Azul Resources, S.A.P.I. de C.V. into Cielo Azul Resources, S.A. de C.V.

  1. Objective.

The main purpose of the company is the exploration, exploitation, beneficiation, processing, marketing and distribution of metallic and non-metallic minerals.

NOTE 2 – BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS

  1. Bases of preparation – The Entity prepares the financial statements complying with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), those standards require that Management make certain estimates and assumptions to value some items of the financial statements, so, the actual results may differ from these estimates and assumptions. The Entity’s Management, applying its professional judgment, considers that the estimates and assumptions used were adequate in the circumstances

  2. The financial statements have been prepared by the Management assuming that the Entity will continue to operate as a going concern.

  3. Monetary unit of the financial statements. The financial statements and notes as of December 31, 2024 and 2023, and for the years then ended, include balances and transactions in pesos of different purchasing power

  4. The issuance of these financial statements was approved by Fernando José Berdegué de Cima, Legal Representative and C.P. Carlos Valles Delfín, Comptroller, on September 19, 2025. These financial statements must be approved at a later date by the Board of Directors and the Stockholders’ Meeting. These bodies have the power to modify the attached financial statements.


9

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER DISCLOSURES

The main accounting policies followed by the Company in the preparation of these financial statements, which are in accordance with the Financial Reporting Standards, are as follow:

  1. Basis of presentation

The financial statements have been prepared on an accrual basis and under the historical cost convention. Monetary amounts are expressed in Mexican pesos. The measurement bases are more fully described in the accounting policies below

  1. Cash and equivalents

The cash in banks expressed at its nominal value. The amounts of cash equivalents expressed in foreign currency and of the investments available are expressed at their fair value. The differences between the amount on the date of acquisition and/or investment and the one in the statement of financial position are recognized in results within the comprehensive result of financing.

  1. Accounts receivable and revenue recognition

The Company recognizes the necessary rights derived from sales by transferring the risks and benefits of products, which occurs regularly at delivering or shipping them to its clients and/or related parties.

Income and accounts receivable are recorded net of estimates for returns and doubtful accounts, respectively.

As of December 31, 2024 and 2023, the company has not generated income because it is in the exploration period, so there are no balances receivable from clients

  1. Machinery, furniture and equipment

As of December 31, 2024 and 2023, the goods that make up fixed assets are recorded at their acquisition cost.

The depreciation method adopted is the straight-line method over monthly balances as from the month after their acquisition, applying the following annual rates:

Computing equipment 30%
Transport equipment 25%
Furniture and equipment 10%
Machinery and equipment 5%

  1. Deterioration in the value of long-term assets and their disposal

The Company periodically evaluates the current values of its long-lived assets, including machinery and equipment and others, to determine whether there are indications that such values exceed their recovery value. This represents the higher of the present value of future net cash flows or the net selling price in the event of eventual disposal.

As of December 31, 2024 and 2023, the Company did not identify events or changes in its circumstances, which indicate impairment conditions in its long-lived assets (IFRS 36).

  1. Intangible Assets

The initial valuation is the cash or cash equivalents paid for an individually acquired intangible asset, and the expenditures made for its development in the case of internally generated intangible assets.

Intangible assets are recognized when they meet the following characteristics: they are identifiable, they provide future economic benefits and they have control over said benefits, those intangible assets are classified as follow:

a. Indefinite life, they are not amortized and are subject to annual impairment tests.
b. Defined life, it corresponds to the type of assets that have a limited life for either an economic reason or for some legal reason, these assets are amortized in a straight line over the life period and are subject to impairment tests when signs have been identified.

The intangible asset recorded corresponds to the value of the Mining Concessions that grant the right to explore and exploit mines. These concessions were contributed by a stockholder of the Entity.

  1. Provisions

The Entity recognizes, based on Management estimates, liability provisions for those present obligations in which the transfer of assets or the provision of services is virtually unavoidable and arises as a consequence of past events, which, in applicable cases, are recorded at their present value.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the period, taking into account the risks and uncertainties of the obligation. When a provision is measured using the estimated cash flows to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material).

10


When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, an account receivable is recognized if it is virtually certain that reimbursement will be received and the amount of the account receivable can be measured reliably.

An entity recognizes a provision for a contingent loss when it is probable (i.e., the probability of the event occurring is greater than the probability of it not occurring) that certain effects related to past events will materialize and can be reasonably quantified. These events and their financial impact are also disclosed as a contingent loss in the financial statements when the risk of loss is considered not to be remote.

8. Comprehensive result of Financing

It is determined gathering in the income statement the expenses and financial products and the exchange differences, net of the capitalized amounts.

9. Taxes on profit

The Income Tax is recorded in the results of the year in which it is incurred and according to the current fiscal provisions.

The deferred taxes on profit are recorded under the method of assets and liabilities. Deferred tax is recognized by applying the corresponding rate to temporary differences resulting from the comparison of the accounting and tax values of assets and liabilities, and, where applicable, includes the benefits of tax losses to be amortized and certain tax credits. Deferred tax assets are recorded only when there is a high probability that they can be recovered.

As of December 31, 2024 and 2023, no Income Tax has been recorded as a result of being in the exploration period and tax losses have been determined.

10. Operating in foreign currency

The monetary assets and liabilities in foreign currency are expressed in local currency as of the exchange rate in force of the closing date. The exchange differences derived from the fluctuations in the exchange rate between the date in which the transactions were agreed and that of the liquidation or valuation as of the date of the statement of financial position, are recorded within the comprehensive result of financing.

11. Deferred Assets

Deferred Assets correspond to expenses that have been made, since the company is in the exploration period (NIIF 6), these expenses will be amortized, from the date in which income is generated and for the period in which they generate benefits for the company.

Expenses incurred during in pre-operating periods are also included because, as of the date of this opinion, mining operations have not yet commenced

11


12

NOTE 4 - POSITION IN FOREIGN CURRENCY

As of December 31, 2024, and 2023, the exchange rate was $16.8935 y $19.3615 nominal pesos per US Dollar, respectively. As of September 19, 2025, issuance date of these audited financial statements, the exchange rate is $18.3610 nominal pesos per US Dollar.

As of December 31, 2024, and 2023, these are the assets and liabilities in foreign currency:

2024 2023
FOREIGN CURRENCY LOCAL CURRENCY FOREIGN CURRENCY LOCAL CURRENCY
ASSETS
Banks USD 3 $ 72 USD 9 $ 154
Accounts receivable
Related parties 25,000 512,758 25,000 422,338
25,003 512,829 25,009 422,491
LIABILITIES
Accounts payable
Related parties 468,606 9,611,243 427,550 7,222,808
Various creditors 232,208 4,762,652 175,208 2,959,873
700,814 14,373,896 602,757 10,182,681
USD ( 675,810) $ ( 13,861,067) USD ( 577,748)

NOTE 5 - RELATED PARTIES

  1. The amount and concept of the operations that the Company carried out with its Holding Company during the years 2024 and 2023, were the following:

2024 2023

LOAN EXPENDITURES

Durango Gold Corporation $ 842,074 $ 9,678,492

  1. The balances presented in Current Assets and Short-Term Liabilities correspond to loans receivable and payable, for which no validity, interest rates, or guarantees have been established.

13

NOTE 6 - MACHINERY, FURNITURE Y EQUIPMENT

The balances of this item as of December 31, 2024 and 2023, are as follow:

2024 2023
INVESTMENT:
Machinery and equipment $ 82,163 $ 82,163
Furniture and equipment 26,936 26,936
Computing equipment 115,842 115,842
$ 224,941 $ 224,941
ACCRUED DEPRECIATION:
Machinery and equipment $ 13,401 $ 9,243
Furniture and equipment 8,900 6,206
Computing equipment 110,535 75,783
132,836 91,232
TOTAL $ 92,105 $ 133,709

NOTE 7 - TAX ENVIRONMENT

Between the accounting and fiscal criteria there are items making that the actual rate of Income Tax and the Employees' Profit Sharing be affected regarding the rate that the current tax provisions establish (30% and 10%, respectively). The main differences between the accounting and tax results are due to the different treatment of the effects of inflation for accounting and tax purposes, and the difference between tax and accounting depreciation.

The Income Tax rate for the periods ending as of December 31, 2024 and 2023 was 30%. The rate for future periods will be 30%.

As of December 31, 2024 and 2023, no deferred tax has been recorded because the company has not generated income and there is no certainty that profits can be generated in the coming years, since it is still in the exploration period.

NOTE 8 - DEFERRED ASSETS

As of December 31, 2024 and 2023, the balances are as follow:


14

2024 2023
EXPLORATION EXPENSES
Exploration expenses $ 21,063,248 $ 20,953,248
Social Burden 621,334 621,334
Related to payroll 4,253,969 4,253,969
Derechos sobre mineria 9,517,261 7,322,752
Travel expenses 904,494 745,491
Property leasing 2,230,555 1,630,555
$ 38,590,861 $ 35,527,349
PRE-OPERATING EXPENSES
Social Burden $ 621,334 $ 621,334
Miscellaneous fees 6,391,845 6,017,818
Related to payroll 4,253,969 4,253,969
Bank Fees 677,356 667,352
Fines and surcharges 1,192,237 675,280
Exchange rate fluctuation 2,050,409 (401,400)
Non deductibles 2,853,639 2,823,012
Office expenses 614,115 409,747
Vehicle expenses 596,268 564,891
Depreciation 732,366 671,609
Miscellaneous expenses 1,281,535 1,229,825
21,265,073 17,533,437
Total Deferred assets $ 59,855,934 $ 53,060,786

NOTE 9 – TAXES PAYABLE

As of December 31, 2024 and 2023, the balances are as follow:

2024 2023
Tax on payroll $ 133,342 $ 133,342
Withheld Value Added Tax 182,562 102,229
Income Tax withheld from leasing 165,269 92,257
Income Tax withheld from professional service 3,580 3,580
Income Tax withheld from salaries 1,154 1,154
Income Tax withheld from RESICO 1,250 -
$ 487,157 $ 332,562

15

NOTE 10 – INTANGIBLE ASSETS

The balance of $4,000,000 in this account as of December 31, 2024 and 2023, corresponds to the total value assigned to 36 mining exploitation concessions, which were contributed to the Capital Stock during the 2021 fiscal year.

NOTE 11 - CAPITAL STOCK

  1. Integration

The capital stock is made up by a minimum fixed portion of $1,000 (one thousand Mexican pesos), which has not been displayed; and an unlimited variable portion, which amounts to $4,000,000 (four million Mexican pesos), which is displayed. Such fixed and variable capital is represented by ordinary nominative shares with a nominal value of one peso each..

  1. Fiscal

The balance as of December 31, 2024 and 2023, of the contribution capital account amounts to $4,744,732 and $4,564,436, respectively.

NOTE 12 - ACCUMULATED PROFIT (LOSSES)

The Company will not be able to declare dividends until it absorbs the accumulated losses.

NOTE 13 - NEW STANDARDS BEGINNING ON JANUARY 1, 2024.

Some accounting pronouncements which have become effective from 1 January 2024 and have therefore been adopted do not have a significant impact on the Company’s financial results or position.

NOTE 14 - STANDARDS, AMENDMENTS AND INTERPRETATIONS TO EXISTING STANDARDS THAT ARE NOT YET EFFECTIVE AND HAVE NOT BEEN ADOPTED EARLY BY THE COMPANY

At the date of authorization of these financial statements, the following new standards and amendments to existing Standards have been published by the IASB. None of these standards or amendments have been adopted early by the Group and they have become effective from January 2025 or subsequent years:

  • Lack of exchangeability (Amendments to IAS 21)
  • Amendments to the classification and measurement of financial instruments (Amendments to IFRS 9 and 7)

  • IFRS 18 ‘Presentation and disclosure in financial statements’
  • IFRS 19 ‘Subsidiaries without public accountability: Disclosures

These amendments are not expected to have a significant impact on the financial statements in the period of initial application and therefore the disclosures have not been made.

At the date of issuance of these financial statements, the Entity is in the process of determining the effects of these new standards in its financial information.

These notes are an integral part of the accompanying financial statements

img-4.jpeg

img-5.jpeg


1

CIELO AZUL RESOURCES, S.A. DE C.V.
(In exploration period)
Interim Financial Statements for the years
ended on June 30, 2025 and December 31, 2024
(unaudited amounts expressed in Mexican
pesos)


CIELO AZUL RESOURCES,S.A. DE C.V.

(IN EXPLORATION PERIOD)
INTERIM FINANCIAL STATEMENTS OF FINANCIAL POSITION (Unaudited)
AS OF JUNE 30, 2025 AND DECEMBER 31, 2024
(NOTES 1, 2, 3, 4, 13 y 14)

Jun 25 2024 Jun 25 2024
ASSETS LIABILITIES
CURRENT SHORT TERM
Cash and cash equivalents $ 1,231 $ 7,450 Various creditors $ 6,551,888 $ 5,833,469
Accounts receivable: Durango Gold Corporation
Durango Gold Corporation Holding Company (Note 5) 7,340,886 11,501,458
Holding Company (Note 5) 435,233 435,233 Mining rights payable 8,112,463 6,503,993
VAT Tax recoverable 4,660,251 4,652,640 Taxes payable (Note 9) 557,128 487,157
VAT pending accreditation, net 887,234 770,912 Contributions for future capital increases 5,106,346 5,106,346
5,982,718 5,858,785 Total liabilities 27,668,712 29,432,424
STOCKHOLDERS' EQUITY
Total current assets 5,983,949 5,866,235 CAPITAL STOCK (Note 11)
MACHINERY, FURNITURE AND EQUIPMENT (Note 6) 224,941 224,941 Subscribed Capital Stock 4,001,000 4,001,000
Subscribed Capital Stock not Exhibited ( 1,000) ( 1,000)
4,000,000 4,000,000
Accumulated depreciation ( 153,639) ( 132,836) Contributions for future capital increases agreed in the minutes of the assembly 36,130,957 36,130,957
71,302 92,105 ACCRUED PROFIT (LOSSES) (Note 12):
Deferred assets (Note 8) 57,995,310 59,855,934 To be applied 300,893 300,893
Of the period, according to the statement of comprehensive income - -
Deposits in guarantee 50,000 50,000 300,893 300,893
Intangible assets (Note 10) 4,000,000 4,000,000 Total stockholders' equity 40,431,850 40,431,850
Total assets $ 68,100,562 $ 69,864,273 Total liabilities and stockholders' equity $ 68,100,562 $ 69,864,274

The accompanying notes are an integral part of these financial statements

Fernando José Benlegue De Cima
Legal Representative

C.P. Carlos Valles Delfín
Comptroller

2


CIELO AZUL RESOURCES,S.A. DE C.V.

(IN EXPLORATION PERIOD)

INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited)

AS OF JUNE 30, 2025 AND DECEMBER 31, 2024

(NOTES 1, 2, 3, 4 and 13)

| | TOTAL | SUBSCRIBED
CAPITAL | SUBSCRIBED
CAPITAL
NOT | ACCRUED PROFIT
(LOSSES) (Note 12): | | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | | CONTRIBUTIONS
FOR FUTURE
CAPITAL
INCREASES | TO BE
APPLIED | OF THE
PERIOD |
| BALANCES AS OF DECEMBER 31, 2023
(Unaudited balances) | $ 40,431,850 | $ 4,001,000 | $ ( 1,000) | $ 36,130,957 | $ ( 21,047) | $ 321,940 |
| Transfer of profit of the year ended on December 31, 2023 to results to be applied | | | | | 321,940 | ( 321,940) |
| Adjustment to results from previous years | - | | | | | - |
| Comprehensive profit of the 2024 period | - | | | | | - |
| BALANCES AS OF DECEMBER 31, 2024 | 40,431,850 | 4,001,000 | ( 1,000) | 36,130,957 | 300,893 | - |
| Transfer of profit of the year ended on December 31, 2024 to results to be applied | | | | | - | - |
| Comprehensive profit of the June 2025 period | - | | | | | - |
| BALANCES AS OF JUNE 30, 2025 | $ 40,431,850 | $ 4,001,000 | $ ( 1,000) | $ 36,130,957 | $ 300,893 | $ - |

The accompanying notes are an integral part of these financial statements

img-6.jpeg

img-7.jpeg

C.P. Carlos Valles-Delfin
Comptroller


4

CIELO AZUL RESOURCES,S.A. DE C.V.

(IN EXPLORATION PERIOD)

INTERIM STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

FOR THE SIX MONTHS ENDED ON JUNE 30, 2025 AND YEAR ENDED ON DECEMBER 31, 2024

(NOTES 1, 2, 3, 4 and 13)

2025 2024
Other income, from the sale of fixed assets $ - $ -
Net profit $ - $ -

The accompanying notes are an integral part of these financial statements

img-8.jpeg

img-9.jpeg

C.P. Carlos Valles Delfín
Comptroller


5

CIELO AZUL RESOURCES,S.A. DE C.V.

(IN EXPLORATION PERIOD)

INTERIM STATEMENTS OF CASH FLOWS (unaudited)

FOR THE SIX MONTHS ENDED ON JUNE 30, 2025 AND YEAR ENDED ON DECEMBER 31, 2024

(NOTES 1, 2, 3, 4 and 13)

Jun 2025 2024
OPERATING ACTIVITIES:
Profit before taxes on profit $ - $ -
Items related with operating activities:
Depreciation 20,802 41,604
Profit from sale of fixed assets - -
20,802 41,604
Accounts receivable and others (123,933) (200,976)
Deferred assets 1,860,624 (6,795,148)
Adjustment to results from previous years - -
Accrued expenses and others (1,763,712) 6,960,894
Net cash flows of operating activities (27,021) (35,230)
INVESTMENT ACTIVITIES:
Collection for sale of fixed assets - -
Fixed asset write-offs - -
Net cash flows from investing activities - -
Cash decrease (6,219) 6,374
Cash at the beginning of the year 7,450 1,076
Cash at the end of the year $ 1,231 $ 7,450

The accompanying notes are an integral part of these financial statements

img-10.jpeg

img-11.jpeg


6

CIELO AZUL RESOURCES, S.A. DE C.V.

(In exploration period)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

AS OF JUNE 30, 2025 AND DECEMBER 31, 2024

NOTE 1 – INCORPORATION AND OBJECTIVE

  1. Incorporation

The company was incorporated on March 16, 2017, under the name Cielo Azul Resources, S.A.P.I. de C.V., with an indefinite term. On March 31, 2021, an extraordinary stockholders’ meeting approved the change of Cielo Azul Resources, S.A.P.I. de C.V. into Cielo Azul Resources, S.A. de C.V.

  1. Objective.

The main purpose of the company is the exploration, exploitation, beneficiation, processing, marketing and distribution of metallic and non-metallic minerals.

NOTE 2 – BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS

  1. Bases of preparation – The Entity prepares the financial statements complying with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), those standards require that Management make certain estimates and assumptions to value some items of the financial statements, so, the actual results may differ from these estimates and assumptions. The Entity’s Management, applying its professional judgment, considers that the estimates and assumptions used were adequate in the circumstances

  2. The financial statements have been prepared by the Management assuming that the Entity will continue to operate as a going concern.

  3. Monetary unit of the financial statements. The financial statements and notes as of June 30, 2025 and December 31, 2024, and for the years then ended, include balances and transactions in pesos of different purchasing power

  4. The issuance of these financial statements was approved by Fernando José Berdegué de Cima, Legal Representative and C.P. Carlos Valles Delfín, Comptroller, on September 19, 2025. These financial statements must be approved at a later date by the Board of Directors and the Stockholders’ Meeting. These bodies have the power to modify the attached financial statements.


7

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER DISCLOSURES

The main accounting policies followed by the Company in the preparation of these financial statements, which are in accordance with the Financial Reporting Standards, are as follow:

  1. Basis of presentation

The financial statements have been prepared on an accrual basis and under the historical cost convention. Monetary amounts are expressed in Mexican pesos. The measurement bases are more fully described in the accounting policies below

  1. Cash and equivalents

The cash in banks expressed at its nominal value. The amounts of cash equivalents expressed in foreign currency and of the investments available are expressed at their fair value. The differences between the amount on the date of acquisition and/or investment and the one in the statement of financial position are recognized in results within the comprehensive result of financing.

  1. Accounts receivable and revenue recognition

The Company recognizes the necessary rights derived from sales by transferring the risks and benefits of products, which occurs regularly at delivering or shipping them to its clients and/or related parties.

Income and accounts receivable are recorded net of estimates for returns and doubtful accounts, respectively.

As of June 30, 2025 and December 31, 2024, the company has not generated income because it is in the exploration period, so there are no balances receivable from clients

  1. Machinery, furniture and equipment

As of June 30, 2025 and December 31, 2024, the goods that make up fixed assets are recorded at their acquisition cost.

The depreciation method adopted is the straight-line method over monthly balances as from the month after their acquisition, applying the following annual rates:

Computing equipment 30%
Transport equipment 25%
Furniture and equipment 10%
Machinery and equipment 5%

  1. Deterioration in the value of long-term assets and their disposal

The Company periodically evaluates the current values of its long-lived assets, including machinery and equipment and others, to determine whether there are indications that such values exceed their recovery value. This represents the higher of the present value of future net cash flows or the net selling price in the event of eventual disposal.

As of June 30, 2025 and December 31, 2024, the Company did not identify events or changes in its circumstances, which indicate impairment conditions in its long-lived assets (IFRS 36).

  1. Intangible Assets

The initial valuation is the cash or cash equivalents paid for an individually acquired intangible asset, and the expenditures made for its development in the case of internally generated intangible assets.

Intangible assets are recognized when they meet the following characteristics: they are identifiable, they provide future economic benefits and they have control over said benefits, those intangible assets are classified as follow:

a. Indefinite life, they are not amortized and are subject to annual impairment tests.
b. Defined life, it corresponds to the type of assets that have a limited life for either an economic reason or for some legal reason, these assets are amortized in a straight line over the life period and are subject to impairment tests when signs have been identified.

The intangible asset recorded corresponds to the value of the Mining Concessions that grant the right to explore and exploit mines. These concessions were contributed by a stockholder of the Entity.

  1. Provisions

The Entity recognizes, based on Management estimates, liability provisions for those present obligations in which the transfer of assets or the provision of services is virtually unavoidable and arises as a consequence of past events, which, in applicable cases, are recorded at their present value.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the period, taking into account the risks and uncertainties of the obligation. When a provision is measured using the estimated cash flows to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material).

8


When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, an account receivable is recognized if it is virtually certain that reimbursement will be received and the amount of the account receivable can be measured reliably.

An entity recognizes a provision for a contingent loss when it is probable (i.e., the probability of the event occurring is greater than the probability of it not occurring) that certain effects related to past events will materialize and can be reasonably quantified. These events and their financial impact are also disclosed as a contingent loss in the financial statements when the risk of loss is considered not to be remote.

8. Comprehensive result of Financing

It is determined gathering in the income statement the expenses and financial products and the exchange differences, net of the capitalized amounts.

9. Taxes on profit

The Income Tax is recorded in the results of the year in which it is incurred and according to the current fiscal provisions.

The deferred taxes on profit are recorded under the method of assets and liabilities. Deferred tax is recognized by applying the corresponding rate to temporary differences resulting from the comparison of the accounting and tax values of assets and liabilities, and, where applicable, includes the benefits of tax losses to be amortized and certain tax credits. Deferred tax assets are recorded only when there is a high probability that they can be recovered.

As of June 30, 2025 and December 31, 2024, no Income Tax has been recorded as a result of being in the exploration period and tax losses have been determined.

10. Operating in foreign currency

The monetary assets and liabilities in foreign currency are expressed in local currency as of the exchange rate in force of the closing date. The exchange differences derived from the fluctuations in the exchange rate between the date in which the transactions were agreed and that of the liquidation or valuation as of the date of the statement of financial position, are recorded within the comprehensive result of financing.

11. Deferred Assets

Deferred Assets correspond to expenses that have been made, since the company is in the exploration period (NIIF 6), these expenses will be amortized, from the date in which income is generated and for the period in which they generate benefits for the company.

Expenses incurred during in pre-operating periods are also included because, as of the date of this opinion, mining operations have not yet commenced.

9


10

NOTE 4 - POSITION IN FOREIGN CURRENCY

As of June 30, 2025 and December 31, 2024, the exchange rate was $18.8483 and $20.5103 nominal pesos per US Dollar, respectively. As of September 19, 2025, issuance date of these audited financial statements, the exchange rate is $18.3610 nominal pesos per US Dollar.

As of June 30, 2025 and December 31, 2024, these are the assets and liabilities in foreign currency:

JUN 2025 2024
FOREIGN CURRENCY LOCAL CURRENC FOREIGN CURRENCY LOCAL CURRENC
ASSETS
Banks USD 4 $ 67 USD 3 $ 72
Accounts receivable
Related parties 25,000 471,208 25,000 512,758
25,004 471,275 25,003 512,829
LIABILITIES
Accounts payable
Related parties 389,472 7,340,886 468,606 9,611,243
Various creditors 232,208 4,376,723 232,208 4,762,652
621,680 11,717,609 700,814 14,373,896
USD (596,676) $(11,246,334) USD (675,810)

NOTE 5 - RELATED PARTIES

  1. The amount and concept of the operations that the Company carried out with its Holding Company during the years 2025 and 2024, were the following:

2025 2024

LOAN EXPENDITURES

Durango Gold Corporation $ 7,340,886 $ 11,501,458

  1. The balances presented in Current Assets and Short-Term Liabilities correspond to loans receivable and payable, for which no validity, interest rates, or guarantees have been established.

11

NOTE 6 - MACHINERY, FURNITURE Y EQUIPMENT

The balances of this item as of June 30, 2025 and December 31, 2024, are as follow:

2025 2024
INVESTMENT:
Machinery and equipment $ 82,163 $ 82,163
Furniture and equipment 26,936 26,936
Computing equipment 115,842 115,842
$ 224,941 $ 224,941
ACCRUED DEPRECIATION:
Machinery and equipment $ 15,480 $ 13,401
Furniture and equipment 10,247 8,900
Computing equipment 127,912 110,535
153,639 132,836
TOTAL $ 71,302 $ 92,105

NOTE 7 - TAX ENVIRONMENT

Between the accounting and fiscal criteria there are items making that the actual rate of Income Tax and the Employees' Profit Sharing be affected regarding the rate that the current tax provisions establish (30% and 10%, respectively). The main differences between the accounting and tax results are due to the different treatment of the effects of inflation for accounting and tax purposes, and the difference between tax and accounting depreciation.

The Income Tax rate for the periods ending as of June 30, 2025 and December 31, 2024 was 30%. The rate for future periods will be 30%.

As of June 30, 2025 and December 31, 2024, no deferred tax has been recorded because the company has not generated income and there is no certainty that profits can be generated in the coming years, since it is still in the exploration period.


12

NOTE 8 – DEFERRED ASSETS

As of June 30, 2025 and December 31, 2024, the balances are as follow:

2025 2024
EXPLORATION EXPENSES
Exploration expenses $ 21,063,248 $ 21,063,248
Social Burden 621,334 621,334
Related to payroll 4,253,969 4,253,969
Derechos sobre mineria 11,665,318 9,517,261
Travel expenses 891,864 904,494
Property leasing 2,480,555 2,230,555
$ 40,976,288 $ 38,590,861
PRE-OPERATING EXPENSES
Social Burden $ 621,334 $ 621,334
Miscellaneous fees 6,912,870 6,391,845
Related to payroll 4,253,969 4,253,969
Bank Fees 679,257 677,356
Fines and surcharges 675,280 1,192,237
Exchange rate fluctuation (2,290,244) 2,050,409
Non deductibles 2,911,125 2,853,639
Office expenses 767,834 614,115
Vehicle expenses 646,873 596,268
Depreciation 734,015 732,366
Miscellaneous expenses 1,106,710 1,281,535
17,019,022 21,265,073
Total Deferred assets $ 57,995,310 $ 59,855,934

13

NOTE 9 – TAXES PAYABLE

As of June 30, 2025 and December 31, 2024, the balances are as follow:

2025 2024
Tax on payroll $ 133,342 $ 133,342
Withheld Value Added Tax 216,920 182,562
Income Tax withheld from leasing 195,268 165,269
Income Tax withheld from professional service 3,580 3,580
Income Tax withheld from salaries 1,154 1,154
Income Tax withheld from RESICO 6,864 1,250
$ 557,128 $ 487,157

NOTE 10 – INTANGIBLE ASSETS

The balance of $4,000,000 in this account as of June 30, 2025 and December 31, 2024, corresponds to the total value assigned to 36 mining exploitation concessions, which were contributed to the Capital Stock during the 2021 fiscal year.

NOTE 11 - CAPITAL STOCK

  1. Integration

The capital stock is made up by a minimum fixed portion of $1,000 (one thousand Mexican pesos), which has not been displayed; and an unlimited variable portion, which amounts to $4,000,000 (four million Mexican pesos), which is displayed. Such fixed and variable capital is represented by ordinary nominative shares with a nominal value of one peso each..

  1. Fiscal

The balance as of June 30, 2024 and 2023, of the contribution capital account amounts to $4,744,732 and $4,564,436, respectively.

NOTE 12 - ACCUMULATED PROFIT (LOSSES)

The Company will not be able to declare dividends until it absorbs the accumulated losses.


NOTE 13 - NEW STANDARDS BEGINNING ON JANUARY 1, 2024.

Some accounting pronouncements which have become effective from 1 January 2024 and have therefore been adopted do not have a significant impact on the Company's financial results or position.

NOTE 14 - STANDARDS, AMENDMENTS AND INTERPRETATIONS TO EXISTING STANDARDS THAT ARE NOT YET EFFECTIVE AND HAVE NOT BEEN ADOPTED EARLY BY THE COMPANY

At the date of authorization of these financial statements, the following new standards and amendments to existing Standards have been published by the IASB. None of these standards or amendments have been adopted early by the Group and they have become effective from January 2025 or subsequent years:

  • Lack of exchangeability (Amendments to IAS 21)
  • Amendments to the classification and measurement of financial instruments (Amendments to IFRS 9 and 7)
  • IFRS 18 'Presentation and disclosure in financial statements'
  • IFRS 19 'Subsidiaries without public accountability: Disclosures

These amendments are not expected to have a significant impact on the financial statements in the period of initial application and therefore the disclosures have not been made.

At the date of issuance of these financial statements, the Entity is in the process of determining the effects of these new standards in its financial information.

These notes are an integral part of the accompanying financial statements

img-0.jpeg

Fernando José Berdegué De Cima
Legal Representative

img-1.jpeg