Panther Minerals — M&A Activity 2025

Oct 29, 2025

FORM 51-102F4
BUSINESS ACQUISITION REPORT

Item 1 Identity of Company

1.1 Name and Address of Company

Panther Minerals Inc. (the "Company")
1090 West Georgia Street, Suite 600
Vancouver, BC V6E 3V7

1.2 Executive Officer

Ram Kumar
Chief Executive Officer
Phone: 604-416-0569

Item 2 Details of Acquisition

2.1 Nature of Business Acquired

On July 29, 2024, pursuant to a definitive share exchange agreement dated July 17, 2024, Panther Minerals Inc. completed the acquisition (the "Acquisition") of 1484506 B.C. Ltd. ("148 BC"), a corporation incorporated under the laws of British Columbia.

148 BC was incorporated on June 3, 2024 for the purpose of identifying and acquiring early-stage mineral exploration projects. As of the acquisition date, its principal asset consisted of an undivided 100% interest in the Huber Heights Uranium Property, located in Nevada, USA, which was acquired through an assignment agreement dated June 3, 2024 (the "Assignment Agreement"). The property comprises mineral claims staked by a third-party contractor (the "Staker"), with beneficial ownership held by 148 BC through a Bare Trust Agreement.

Pursuant to the terms of the share exchange agreement, the Company issued an aggregate of 5,000,000 common shares in the capital of Panther Minerals Inc. (the "Consideration Shares") to the shareholders of 148 BC pro rata to their respective holdings. In addition, a cash payment of $20,000 CAD was made to one shareholder of 148 BC for transaction costs.

The Consideration Shares are subject to a six-month lock-up period, following which 20% of the shares will be released monthly. The transaction is arm's-length, and no finder's fees were paid.

A material change report dated July 29, 2024 and related news release have been filed on the Company's SEDAR+ profile at www.sedarplus.ca.

2.2 Date of Acquisition

July 29, 2024.

2.3 Consideration

The total consideration paid by the Company for the Acquisition was 5,000,000 Consideration Shares at a deemed value of $0.39 per Consideration Share and CAD$20,000 in cash consideration.

---

2

2.4 Effect on Financial Position

Upon completion of the Acquisition, 148 BC became a wholly-owned subsidiary of Panther Minerals Inc. The business and operations of 148 BC will be integrated into those of the Company and managed concurrently.

The Company does not have any current plans or proposals for material changes in its business affairs or those of 148 BC. Panther Minerals intends to advance exploration work on the Huber Heights Uranium Property and continues to focus on the acquisition, exploration, and evaluation of mineral properties across North America.

2.5 Prior Valuations

To the knowledge of the Company, no independent valuation was commissioned in connection with the Acquisition of 148 BC.

2.6 Parties to Transaction

The Acquisition was not entered into with any “informed person”, “associate”, or “affiliate” of the Company, as those terms are defined under applicable securities legislation.

2.7 Date of Report

October 28, 2025.

Item 3 Financial Statements

The financial statements and other information required by Part 8 of National Instrument 51-102 – Continuous Disclosure Obligations are attached as Schedule “A” and form part of this report:

a) Audited financial statements of 1484506 B.C. Ltd. for the period from incorporation (June 3, 2024) to July 15, 2024; and

b) Independent Auditor’s Report and Audit Findings Letter dated October 8, 2025 issued by WDM Chartered Professional Accountants.

Forward Looking Statements

Certain information in this Business Acquisition Report may constitute “forward-looking information” within the meaning of applicable securities legislation. Forward-looking information includes, but is not limited to, statements with respect to Panther Minerals Inc.’s plans for exploration and development of the Huber Heights Uranium Property, future business operations, and anticipated financial performance. Forward-looking statements are based on management’s current expectations and assumptions and are subject to a number of known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements. Such risks include, but are not limited to, exploration risks, regulatory approvals, commodity price fluctuations, financing risks, and general economic conditions. Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update these statements except as required by law.

---

3

SCHEDULE A

Audited financial statements of 1484506 B.C. Ltd. for the period from incorporation on June 3, 2024 to July 15, 2024, together with the Independent Auditor’s Report and Audit Findings Letter dated October 8, 2025.

---

1484506 B.C. LTD.
Financial Statements
For the period from June 3, 2024 (incorporation) to July 15, 2024
(Expressed in Canadian dollars)

---

WDM CHARTERED PROFESSIONAL ACCOUNTANTS

Independent Auditor’s Report

To the Shareholders of:
1484506 B.C. Ltd.

Opinion

We have audited the financial statements of 1484506 B.C. Ltd. (“the Company”), which comprise the statements of financial position as at July 15, 2024, and the statements of comprehensive loss, changes in equity and cash flows for the period from June 3, 2024 (incorporation) to July 15, 2024, and notes to the financial statements, including a summary of material accounting policies and other explanatory information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at July 15, 2024, and its financial performance and cash flows for the period from June 3, 2024 (incorporation) to July 15, 2024 in accordance with International Financial Reporting Standards (“IFRS”).

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 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 financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

Without qualifying our opinion, we draw attention to Note 1 in the financial statements, which describe certain conditions that indicate the existence of a material uncertainty that may cast significant doubt as to the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

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

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

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

SERVIC

INTEGRITY

TRUST

SUITE 420
1501WEST BROADWAY
VANCOUVER, BRITISH COLUMBIA
CANADA V6J 4Z6
TEL: (604) 428-1866
FAX: (604) 428-0513
WWW.WDMCA.COM

WDM

---

Auditor’s Responsibilities for the Audit of the Financial Statements

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

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

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

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.

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

The engagement partner on the audit resulting in this independent auditor’s report is Mike Kao.

WDM
Chartered Professional Accountants

Vancouver, B.C.
October 8, 2025

WDM

---

1484506 B.C. LTD.
Statement of Financial Position
As at July 15, 2024
(Expressed in Canadian dollars)

	Note	$
ASSETS
Exploration and evaluation assets	4	34,180
Total assets		34,180
LIABILITIES
Current
Accounts payable and accrued liabilities		29,538
Total liabilities		29,538
SHAREHOLDERS' EQUITY
Share capital	5	1
Contributed surplus		36,180
Deficit		(31,539)
Total shareholders' equity		4,642
Total liabilities and shareholders' equity		34,180

Nature of operations and going concern (Note 1)
Subsequent event (Note 10)

Approved and authorized for issue on behalf of the Director:

"Robert Birmingham"
Director

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

---

1484506 B.C. LTD.
Statement of Changes in Shareholders' Equity
For the Period from June 3, 2024 (incorporation) to July 15, 2024
(Expressed in Canadian dollars, except number of shares)

	Note	Number of shares	Share capital	Contributed surplus	Deficit	Total shareholders' equity
		#	$	$	$	$
Balance, June 3, 2024 (incorporation)		-	-	-	-	-
Shares issued on account	5	5,000,000	1	-	-	1
Shareholder contribution	4	-	-	36,180	-	36,180
Net loss for the period		-	-	-	(31,539)	(31,539)
Balance, July 15, 2024		5,000,000	1	36,180	(31,539)	4,642

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

---

1484506 B.C. LTD.
Statement of Loss and Comprehensive Loss
For the Period from June 3, 2024 (incorporation) to July 15, 2024
(Expressed in Canadian dollars)

Operating expenses	$
Accounting fees	10,000
Consulting fees	16,539
Legal fees	5,000
Net loss and comprehensive loss for the period	31,539
Net loss per share:
Basic and diluted	0.01
Weighted average number of common shares:
Basic and diluted	5,000,000

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

---

1484506 B.C. LTD.
Statement of Cash Flows
For the Period from June 3, 2024 (incorporation) to July 15, 2024
(Expressed in Canadian dollars)

	$
Operating activities:
Net loss for the period	(31,539)
Adjustments for items not involving cash:
Shareholder contribution of legal fees	2,001
Changes in non-cash working capital:
Accounts payable and accrued liabilities	29,538
Cash (used in) operating activities	-
Net change in cash	-
Cash, beginning of period	-
Cash, end of period	-
Supplemental cash flow information
Shareholder contribution of exploration and evaluation assets	34,180
Shareholder contribution of legal fees	2,001

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

---

1484506 B.C. LTD.

Notes to the Financial Statements

For the period from June 3, 2024 (incorporation) to July 15, 2024

(Expressed in Canadian dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

1484506 B.C. Ltd. (the "Company") was incorporated provincially under the Business Corporations Act of British Columbia on June 3, 2024. The head office of the Company and location of books and records is at 6th Floor, 905 W Pender St, Vancouver BC, V6C 1L6, Canada.

The Company is engaged in the business of exploration of mineral properties in Nevada.

On July 29, 2024, Panther Minerals Inc. closed its acquisition of the Company, following the non-binding letter of intent (LOI) initially announced on July 9, 2024. Under the terms of the definitive agreement dated July 17, 2024, Panther Minerals Inc. issued 5 million common shares to the Company's shareholders in proportion to their shareholdings. Additionally, a cash payment of $20,000 was made to one of the Company's shareholders, to be distributed to the Company's shareholders on a pro-rata basis. The consideration shares are subject to a 6-month lock-up period, after which 20% of the shares will be released each month.

Going concern

These audited financial statements for the period from June 3, 2024 (incorporation) to July 15, 2024 ("financial statements") have been prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its operations for at least the next twelve months. As at July 15, 2024, the Company has a working capital deficiency of $29,538 and an accumulated deficit of $31,539. For the period from June 3, 2024 (incorporation) to July 15, 2024, the Company incurred a net loss and comprehensive loss of $31,539. These factors indicate the existence of a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern. As a result, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business. The Company's ability to continue as a going concern is dependent upon its ability to generate positive cash flows from operations, and/or raise adequate funding through equity or debt financing to discharge its liabilities as they come. Such adjustments could be material.

Should the Company be unable to continue as a going concern, asset and liability realization values may be substantially different from their carrying values. These financial statements do not have an effect on adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.

2. BASIS OF PREPARATION

a) Statement of compliance

These financial statements were approved by the Board of Directors and authorized for issue on October 8, 2025.

These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee.

b) Basis of presentation

These financial statements have been prepared using the historical cost basis, except for certain financial assets and liabilities which are measured at fair value as specified by IFRS for each type of asset, liability, income, and expense as set out in the accounting policies below.

c) Functional and presentation currency

These financial statements are presented in Canadian dollars. The functional currency is the currency of the primary economic environment in which an entity operates.

3. MATERIAL ACCOUNTING POLICIES

a) Share capital

Equity instruments are contracts that give a residual interest in the net assets of the Company. Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company's common shares are classified as equity instruments.

---

1484506 B.C. LTD.

Notes to the Financial Statements

For the period from June 3, 2024 (incorporation) to July 15, 2024

(Expressed in Canadian dollars)

3. MATERIAL ACCOUNTING POLICIES (continued)

a) Share capital (continued)

The Company records proceeds from share issuances net of issue costs and any tax effects in equity. Common shares issued for consideration other than cash are valued based on their fair value on the date of issuance.

b) Loss per share

Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the year. For all periods presented, the net loss available to common shareholders equals the reported loss. Diluted loss per share is calculated using the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive stock options and warrants are used to repurchase common shares at the average market price during the period. In the Company's case, when a loss is incurred during the year, diluted and basic loss per share are the same because the effect on loss per share of potential issuance of shares under options and warrants would be antidilutive.

c) Income taxes

Provision for income taxes consists of current and deferred tax expense. Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized either in other comprehensive income (loss) or directly in equity, in which case it is recognized in other comprehensive income (loss) or in equity, respectively.

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, adjusted for amendments to tax payable or recoverable with regards to previous years.

Deferred tax expense is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax expense is not recognized for temporary differences associated with the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable income or loss and temporary differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax expense is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off current income tax assets against current income tax liabilities and when they relate to income taxes levied by the same taxation authority on the same taxable entity.

d) Financial instruments

Classification

The Company classifies its financial instruments at amortized cost. The Company determines the classification of its financial assets at initial recognition. Financial liabilities are measured at amortized cost, unless they are required to be measured at fair value through profit or loss ("FVTPL") (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

A summary of the Company's classification of financial instruments under IFRS 9 Financial Instruments is as follows:

Financial instrument	Classification
Financial liabilities
Accounts payable and accrued liabilities	Amortized cost

---

1484506 B.C. LTD.

Notes to the Financial Statements

For the period from June 3, 2024 (incorporation) to July 15, 2024

(Expressed in Canadian dollars)

3. MATERIAL ACCOUNTING POLICIES (continued)

d) Financial instruments (continued)

Measurement

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of income (loss). Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are recognized in net loss in the period in which they arise. Where management has opted to recognize financial liability at FVTPL, any changes associated with the Company's own credit risk will be recognized in other comprehensive income (loss).

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.

Derecognition

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in profit or loss. However, gains and losses on derecognition of financial assets classified as FVTOCI remain within accumulated other comprehensive loss.

The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled, or expired. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

e) Exploration and evaluation assets

All expenditures related to the acquisition of mineral properties are capitalized on a property-by-property basis, net of recoveries which are recorded when received, until these mineral properties are placed into commercial production, sold or abandoned. If commercial production is achieved from a mineral property, the related mineral properties are tested for impairment and reclassified to mineral property in production. If a mineral property is sold or abandoned, the related capitalized costs will be expensed to profit or loss in that period.

All expenditures related to the exploration and evaluation of mineral properties, net of recoveries which are recorded when received, are expensed to net loss in the period in which they are incurred.

All capitalized mineral property costs are reviewed at each reporting date, on a property-by-property basis, to consider whether there are any conditions that may indicate impairment. When the carrying value of a property exceeds its net recoverable amount that may be estimated by quantifiable evidence of an economic geological resource or reserve, joint venture expenditure commitments or the Company's assessment of its ability to sell the property for an amount exceeding the carrying value, provision is made for the impairment in value. The amounts capitalized for mineral properties represent costs incurred to date less write-downs, and are not intended to reflect present or future values.

Although the Company has taken steps to verify the title to mineral properties in which it has an interest in accordance with general industry standards, these procedures do not guarantee the Company's title. Such properties may be subject to prior agreements or transfers and, as such, title may be affected.

f) Significant accounting policy judgments and key sources of estimation uncertainty

The preparation of these financial statements requires management to exercise significant judgments in applying the Company's accounting policies and make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Estimates and assumptions are reviewed on an ongoing basis and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual future outcomes could differ from present estimates and assumptions, which may require material adjustments to the Company's financial statements. Revisions to accounting estimates are accounted for prospectively.

---

1484506 B.C. LTD.

Notes to the Financial Statements

For the period from June 3, 2024 (incorporation) to July 15, 2024

(Expressed in Canadian dollars)

3. MATERIAL ACCOUNTING POLICIES (continued)

f) Significant accounting policy judgments and key sources of estimation uncertainty (continued)

Significant judgments exercised by management in applying the Company's accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:

Going concern

These financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. Management assesses the Company's ability to continue as a going concern at each reporting date using all quantitative and qualitative information available. This assessment, by its nature, relies on estimates and assumptions of future cash flows and other events (Note 1), whose subsequent changes could materially impact the validity of the assessment.

Deferred tax assets

Deferred tax assets, including those arising from unutilized tax losses, require management to assess the likelihood that the Company will generate sufficient taxable earnings in future periods in order to utilize recognized deferred tax assets. Assumptions about the generation of future taxable profits depend on management's estimates of future cash flows. In addition, future changes in tax laws could limit the ability of the Company to obtain tax deductions in future periods. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted. The Company has recorded a full valuation allowance against its deferred tax assets due to the uncertainty in the realization of these assets.

g) New accounting standards and interpretations

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements. This standard aims to improve the consistency and clarity of financial statement presentation and disclosures by providing updated guidance on the structure and content of financial statements. Key changes include enhanced requirements for the presentation of financial performance, financial position, and cash flows, as well as additional disclosures to improve transparency and comparability. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027. The Company is currently assessing the impact that the adoption of IFRS 18 will have on its financial statements.

4. EXPLORATION AND EVALUATION ASSETS

A summary of the Company's exploration and evaluation assets as at July 15, 2024 is as follows:

	Huber Heights Uranium Property	Total
	$	$
Balance, June 3, 2024	-	-
Acquisition costs	34,180	34,180
Balance, July 15, 2024	34,180	34,180

Huber Heights Uranium Property

On June 3, 2024, the Company entered into an assignment agreement (the "Assignment Agreement") with a shareholder of the Company (the "Assignor") whereby the Assignor assigned all rights, interest and benefits related to the Huber Heights Uranium Property mineral claims (the "Claims") staked and prospecting, mapping and sampling activities undertaken by a third-party contractor the "Staker") on behalf of the Assignor. The costs incurred by the Assignor ($34,180) were recorded as a shareholder contribution to contributed surplus. The Company is also party to a Bare Trust Agreement with the Staker, the registered legal owner of the Claims, granting the Company beneficial ownership of the Claims.

---

1484506 B.C. LTD.

Notes to the Financial Statements

For the period from June 3, 2024 (incorporation) to July 15, 2024

(Expressed in Canadian dollars)

5. SHARE CAPITAL

a) Authorized share capital

The Company is authorized to issue an unlimited number of common shares without par value.

b) Issued and outstanding

During the period from June 3, 2024 (incorporation) to July 15, 2024, the Company had the following share capital transactions:

• On June 3, 2024, the Company issued 5,000,000 common shares at a price per share of $0.0000001 for aggregate proceeds of $0.50.

6. RELATED PARTY TRANSACTIONS

Key management personnel include those people who have the authority and responsibility of planning, directing and executing the activities of the Company. The Company has determined that its key management personnel consist of executive and non-executive members of the Company's Board of Directors and corporate officers. Unless otherwise noted, related party transactions were incurred in the normal course of operations and are measured at fair value, being the amount established and agreed upon by the related parties.

During the period from June 3, 2024 (incorporation) to July 15, 2024, the Company did not transact with the Company's related parties.

7. INCOME TAXES

The income tax recovery of the Company is reconciled to the net loss for the period as reported in the statements of comprehensive loss by applying the combined federal and provincial income tax rate of 27% as follows:

	2024
	$
Net loss before income taxes	(31,539)
Income tax recovery at statutory rates	8,516
Deferred tax assets not recognized	(8,516)
Income tax expense	-

As at July 15, 2024, the Company has temporary differences between the carrying value of the assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax assets are recognized to the extent that the realization of the related tax benefit through future taxable income is probable. The Company has recorded a full valuation allowance against its deferred tax assets because of uncertainty as to the realization of these assets. The Company's deferred tax assets not recognized consist of the following amounts:

	2024
	$
Exploration and Evaluation Expenditures	34,180
Non-capital losses	8,516
Deferred tax assets not recognized	42,696

As at July 15, 2024, the Company has non-capital losses of $31,539 that may be applied against future taxable income for Canadian income tax purposes until 2044. The Company also has exploration and development expenditures of $34,180 that maybe applied against future income for Canadian income tax purposes.

---

1484506 B.C. LTD.

Notes to the Financial Statements

For the period from June 3, 2024 (incorporation) to July 15, 2024

(Expressed in Canadian dollars)

8. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

• Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities
• Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly and
• Level 3 - Inputs that are not based on observable market data.

As at July 15, 2024 the carrying values of accounts payable and accrued liabilities approximate their fair values because of their short-term nature.

The Company's financial instruments are exposed to certain financial risks. The risk exposures and the impact on the Company's financial instruments are summarized below.

a) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty fails to meet an obligation under contract. The Company is not exposed to credit risk as at July 15, 2024.

b) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations when they come due. To mitigate this risk, the Company has a planning and budgeting process in place to determine the funds required to support its ongoing operations and capital expenditures.

As at July 15, 2024, the Company had cash of $Nil and accounts payable and accrued liabilities of $29,538. The Company endeavors to ensure that sufficient funds are raised from equity offerings, but the current cash balance is not sufficient to meet the current liabilities amount therefore the liquidity risk is assessed as high.

c) Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's financial assets and financial liabilities are not exposed to interest rate risk due to their short-term nature and maturity. The Company is not exposed to interest rate risk as at July 15, 2024.

9. CAPITAL MANAGEMENT

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders, and to bring its mineral properties to commercial production.

The capital structure of the Company currently consists of shareholders' equity, which was $4,642 as at July 15, 2024. The Company manages its capital structure and makes adjustments to it for changes in economic conditions and the risk characteristics of the underlying assets.

In order to maintain or adjust its capital structure, the Company may issue new shares through equity offerings or sell assets to fund operations. Management reviews the Company's capital management approach on a regular basis. The Company is not subject to externally imposed capital requirements.

10. SUBSEQUENT EVENT

On July 29, 2024, Panther Minerals Inc. closed its acquisition of the Company, following the non-binding letter of intent initially announced on July 9, 2024. Under the terms of the definitive agreement dated July 17, 2024, Panther Minerals Inc. issued 5 million common shares to the Company's shareholders in proportion to their shareholdings. Additionally, a cash payment of $20,000 was made to one of the Company's shareholders, to be distributed to the Company's shareholders on a pro-rata basis. The consideration shares are subject to a 6-month lock-up period, after which 20% of the shares will be released each month.