Phenom Resources Corp. — Interim / Quarterly Report 2025

Jul 30, 2025

Interim Condensed Consolidated Financial Statements of

Phenom Resources Corp.

For the three and six months ended May 31, 2025 and 2024

(Unaudited, Expressed in Canadian dollars)

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NOTICE OF NO AUDITOR REVIEW

Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the interim financial statements they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited interim consolidated financial statements of the Company have been prepared by management and approved by the Audit Committee and Board of Directors of the Company.

The Company’s independent auditors have not performed a review of these consolidated financial statements in accordance with the standards established by the 'Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditors.

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Phenom Resources Corp.
Condensed Interim Consolidated Statements of Financial Position
As at
(Unaudited - Expressed in Canadian dollars)

	Note	May 31, 2025	November 30, 2024
ASSETS		$	$
Current
Cash		1,157,420	385,089
GST and other receivables		35,745	8,345
Prepaid expenses and deposits		145,344	15,561
		1,338,509	408,995
Reclamation bonds	4	227,058	227,058
Exploration and evaluation assets	4	20,073,232	19,555,442
TOTAL ASSETS		21,638,799	20,191,495
LIABILITIES
Current
Accounts payable and accrued liabilities	6	310,085	265,350
Total liabilities		310,085	265,350
SHAREHOLDERS’ EQUITY
Share capital	5	31,869,643	30,414,200
Reserves	5	11,870,618	11,295,575
Deficit		(22,411,547)	(21,783,630)
Total shareholders’ equity		21,328,714	19,926,145
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY		21,638,799	20,191,495

Nature of operations and going concern (Note 1)
Commitments (Note 9)

Approved on behalf of the Board:

“Michael Mracek”
Director – Michael Mracek

“Paul S. Cowley”
Director – Paul S. Cowley

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

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Phenom Resources Corp.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

For the three and six months ended May 31, 2025 and 2024

(Unaudited - Expressed in Canadian dollars)

		Three months ended May 31		Six months ended May 31
	Note	2025	2024	2025	2024
		$	$	$	$
Audit, accounting and legal	6	42,137	39,214	74,922	72,807
Consulting fees	6	55,298	76,506	108,548	137,478
Foreign exchange gain/(loss)		15,574	262	14,710	9,544
Investor relations and marketing		57,160	25,020	102,314	35,224
Office expenses		39,194	18,472	79,969	35,496
Property evaluation		110,519	37,868	172,728	92,116
Stock based compensation	6	16,077	-	25,772	216,016
Transfer agent and filing fees		21,734	17,805	46,945	44,957
Travel and accommodation		5,542	3,666	9,896	6,484
		(363,235)	(218,813)	(635,804)	(650,122)
Interest income		6,516	194	7,887	565
Write-down of exploration and evaluation assets	4	-	-	-	(9,000)
Loss and comprehensive loss for the period		(365,719)	(218,619)	(627,917)	(658,557)
Basic and diluted loss per common share		(0.00)	(0.00)	(0.01)	(0.01)
Weighted average number of common shares outstanding – basic and diluted		112,982,229	101,621,664	109,661,664	98,935,500

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

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Phenom Resources Corp.

Condensed Interim Consolidated Statements of Cash Flows

For the six months ended May 31, 2025 and 2024

(Unaudited - Expressed in Canadian dollars)

	May 31, 2025	May 31, 2024
	$	$
Cash flows provided by (used in):
Operating activities
Loss for the period	(627,917)	(658,557)
Items not involving cash:
Share-based compensation	25,772	216,016
Write-down of exploration and evaluation assets	-	9,000
Net changes in non-cash working capital items:
GST and other receivables	(27,400)	(26,692)
Prepaid expenses and deposits	(129,783)	(36,281)
Accounts payable and accrued liabilities	(117,707)	92
Cash used in operating activities	(877,035)	(496,422)
Investing activities
Exploration and evaluation asset expenditures	(301,348)	(808,467)
Reclamation bonds	-	(15,214)
Cash used in investing activities	(301,348)	(823,681)
Financing activities
Proceeds from private placement	1,985,000	1,099,560
Share issuance costs	(34,286)	(22,592)
Cash provided by financing activities	1,950,714	1,076,968
Change in cash during the period	772,331	(243,135)
Cash, beginning of period	385,089	403,684
Cash, end of period	1,157,420	160,549

Supplemental disclosure with respect to cash flows (Note 8)

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

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Phenom Resources Corp.

Condensed Interim Consolidated Statements of Changes in Shareholders' Equity

For the six months ended May 31, 2025 and May 31, 2024

(Unaudited - Expressed in Canadian dollars)

	Common shares	Share capital	Reserves	Deficit	Total
	number	$	$	$	$
Balance – November 30, 2023	95,153,664	28,546,573	10,357,732	(20,592,524)	18,311,781
Shares issued for:
Private placements	6,468,000	693,142	406,418	-	1,099,560
Share issuance costs	-	(22,592)	-	-	(22,592)
Share-based compensation	-	-	216,016	-	216,016
Loss and comprehensive loss	-	-	-	(658,557)	(658,557)
Balance – May 31, 2024	101,621,664	29,217,123	10,980,166	(21,251,081)	18,946,208
Shares issued for:
Private placements	2,750,000	916,087	321,413	-	1,237,500
Exercise of options	225,000	97,724	(42,724)	-	55,000
Exercise of warrants	294,000	97,854	(18,474)	-	79,380
Share issuance costs	-	(18,463)	-	-	(18,463)
Property option payment	225,000	103,875	-	-	103,875
Share-based compensation			55,194	-	55,194
Loss and comprehensive loss	-	-	-	(532,549)	(532,549)
Balance – November 30, 2024	105,115,664	30,414,200	11,295,575	(21,783,630)	19,926,145
Shares issued for:
Private placements	7,940,000	1,435,729	549,271	-	1,985,000
Share issuance costs	-	(34,286)	-	-	(34,286)
Property option payment – Nevada Gold	150,000	54,000	-	-	54,000
Share-based compensation	-	-	25,772	-	25,772
Loss and comprehensive loss	-	-	-	(627,917)	(627,917)
Balance – May 31, 2025	113,205,664	31,869,643	11,870,618	(22,411,547)	21,328,714

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

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Phenom Resources Corp. Notes to the Condensed Interim Consolidated Financial Statements For the six months ended May 31, 2025 and 2024 (Unaudited - Expressed in Canadian dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

Phenom Resources Corp. (the "Company" or "Phenom Resources") is in the business of the acquisition, exploration and evaluation of mineral properties, and either joint venturing or developing these properties further or disposing of them when the evaluation is completed. The Company has an interest in properties located in Nevada and Arizona, USA. The Company is incorporated under the Business Corporations Act (British Columbia). The common shares of the Company trade on the TSX Venture Exchange ("TSX-V") under the symbol "PHNM". The Company's corporate head office is located at 1100-1199 W. Hastings Street, Vancouver, British Columbia, Canada.

These condensed interim consolidated 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 the next twelve months. Realization values may be substantially different from carrying values as shown and these condensed interim consolidated financial statements do not give effect to 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. During the six months ended May 31, 2025, the Company incurred a loss of $627,917 (May 31, 2024 – $658,557). At May 31, 2025, the Company had not yet achieved profitable operations, had a deficit of $22,411,547 (November 30, 2024 – $21,783,630) since inception, a working capital of $1,028,424 (November 30, 2024 – $143,645), and expects to incur further losses in the development of its business. These circumstances comprise a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern. Therefore, 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 obtain the necessary financing to explore its exploration property interests and to meet its ongoing levels of corporate overhead and discharge its liabilities as they come due. Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company.

2. BASIS OF PRESENTATION

Statement of compliance

These condensed interim consolidated financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

The Company uses the same accounting policies and methods of computations as in the annual consolidated financial statements for the year ended November 30, 2024.

These condensed interim consolidated financial statements were approved by the board of directors on July 30, 2025.

Basis of presentation

These condensed interim consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at fair value. Additionally, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The Company uses the same accounting estimates and judgements as in the annual consolidated financial statements for the year ended November 30, 2024.

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Phenom Resources Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended May 31, 2025 and 2024

(Unaudited - Expressed in Canadian dollars)

4. EXPLORATION AND EVALUATION ASSETS

	Carlin Gold-Vanadium	King Solomon	Crescent Valley	Dobbin	Total
	$	$	$	$	$
Balance as at November 30, 2023	18,347,904	-	65,750	68,710	18,482,364
Acquisition expenditures – cash	-	27,413	-	34,331	61,744
Acquisition expenditures – shares	-	31,875	72,000	-	103,875
Deferred exploration expenditures
Assaying	24,687	-	-	99,545	124,232
Consulting	22,180	6,909	166,195	166,193	361,477
Drilling	5,164	-	96,091	-	101,255
Licenses, permits and fees	33,561	-	-	-	33,561
Other	94,787	63,098	37,586	91,463	286,934
	180,379	129,295	371,872	391,532	1,073,078
Balance as at November 30, 2024	18,528,283	129,295	437,622	460,242	19,555,442
Acquisition expenditures – cash	-	41,458	-	-	41,458
Acquisition expenditures – shares	-	-	54,000	-	54,000
Deferred exploration expenditures
Assaying	185	-	13,524	14,817	28,526
Consulting	-	1,080	240	33,125	34,445
Drilling	-	-	218,702	-	218,702
Licenses, permits and fees	35,974	-	-	41,760	77,734
Other	22,416	2,653	20,768	17,088	62,925
	58,575	3,733	253,234	106,790	422,332
Balance as at May 31, 2025	18,586,858	174,486	744,856	567,032	20,073,232

Carlin Gold-Vanadium Property, Nevada

Acquisition

On September 22, 2017, the Company entered into an assignment agreement with America's Gold Exploration Inc. ("AGEI"). Pursuant to the assignment agreement, AGEI assigned to the Company all of AGEI's interest in an option agreement between AGEI and Golden Predator US Holding Corp. ("GPUS") dated June 14, 2017 as amended September 12, 2017. The option agreement grants to the Company the option to acquire a 100% interest in the Carlin Gold-Vanadium Project (the "Property") located in Elko Nevada.

During the year ended November 30, 2021, the Company amended the option agreement between AGEI and GPUS. The amendment focused on the extension of a net smelter return ("NSR") buy-out and was required to issue 1,000,000 common share purchase warrants and pay part of the remaining balance earlier. The Company had the right to purchase the underlying 2% NSR at any time on or before June 30, 2023 (the "Royalty Purchase Payment Deadline") upon payment of $4,000,000. The Royalty Purchase Payment Deadline may be extended in one year increments for up to four additional years upon the payment of US$250,000 per year due on or before each of June 30, 2023 (paid), 2024, 2025 and 2026. During the year ended November 30, 2024, the Company did not make the extension payment which resulted in the Company losing out in the buy-out privilege.

On June 27, 2022, the Company completed all work commitments and options payments and owns 100% of the Property, subject to the 2% NSR royalty (noted above). The total consideration applicable to and paid for the Company's acquisition of the Property under the assignment agreement with AGEI was US$50,000 in cash and issuing 1,000,000 common shares.

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Phenom Resources Corp. Notes to the Condensed Interim Consolidated Financial Statements For the six months ended May 31, 2025 and 2024 (Unaudited - Expressed in Canadian dollars)

The consideration completed by the Company on acquisition of the Property under the option agreement with GPUS was US$2,000,000 cash and incurring $1,022,000 in exploration expenditures on the Property.

Access and Mineral Lease Agreement

On January 17, 2019, the Company entered into an Access and Mineral Lease Agreement which increased mineral rights adjacent to the Carlin Gold-Vanadium property (referred to as the "Cole Creek Property"). Under the terms of the Access and Mineral Lease Agreement the Company paid the lessor US$50,000 on signing (paid) and is required to pay an additional US$20,000 annually for the lease. In addition, the Company is to incur an aggregate of US$100,000 in expenditures before January 19, 2022 (completed). In the event the Company commences mining operations on the Cole Creek Property, the annual payments will be replaced with a 5% NSR royalty in favor of the lessor. The lessor also owns or has rights to certain lands containing roads which the Company wishes to use for access to the Cole Creek Property and the Carlin Gold-Vanadium property. The Access and Mineral Lease Agreement grants to the Company the right to access such lands and roads for a payment of US$15,000 (paid) on signing and US$5,000 annually which will terminate at the Company's start of development and mining operations. The Company has the right to terminate the lease portion of the agreement without termination of the road access portion of the agreement.

Definitive Offtake Agreement

During the year ended November 30, 2023, the Company signed a definitive offtake agreement with the private Japanese battery company, MK Plus Co, Ltd. ("MK Plus"). The Company will commit to providing 20% of its future Carlin Vanadium project concentrates to MK Plus at fair market value. In exchange for this commitment, MK Plus will issue the Company 5% of MK Plus's issued and outstanding shares. As at May 31, 2025 and November 30, 2024, the shares have not been issued.

As at May 31, 2025 and November 30, 2024 the Company held a total of $202,797 (US$157,424) in reclamation bonds for the Carlin Gold-Vanadium Property.

Crescent Valley, Nevada

On April 26, 2023, the Company signed a three-year option agreement with Nevada Gold Ventures, LLC ("Nevada Gold"), whereby the Company has the option to acquire a 100% interest in 38 unpatented mining claims located in Eureka County of Nevada, commonly referred to as the Crescent Valley Property.

As consideration for the property, the Company will make cash payments issue common shares to Nevada Gold as follows:

• Pay US$10,000 on signing of the Option Agreement (paid);
• Issue 150,000 common shares on receipt of approval from TSX-V (issued June 27, 2023 at fair value of $42,000); and
• Issue an additional 150,000 common shares on or before each of April 26, 2024 (issued July 23, 2024 at fair value of $72,000), 2025 (Issued April 17, 2025 at fair value of $54,000) and 2026.

In addition, the Company is required to incur US$500,000 in exploration expenditures on the property over the next three years as follows:

• US$100,000 on or before April 26, 2024 (completed); and
• US$200,000 on or before each of April 26, 2025 (completed), and 2026.

Nevada Gold will retain a 3% NSR on any mineral products derived from the Crescent Valley Property. The Company will have the right to purchase up to a 2% NSR for US$1,000,000 for each 1% NSR prior to commencing commercial production.

As at May 31, 2025, the Company deposited a total of $17,662 (US$12,906) (November 30, 2024 - $17,662nil) in reclamation bonds for the Crescent Valley Property.

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Phenom Resources Corp. Notes to the Condensed Interim Consolidated Financial Statements For the six months ended May 31, 2025 and 2024 (Unaudited - Expressed in Canadian dollars)

Dobbin Property, Nevada

On September 4, 2023, the Company signed a signed a six-year option agreement to which it may acquire a 100% interest in 52 unpatented mining claims located in Nevada, commonly referred to as the Dobbin Property. As consideration for the property, the Company will make cash payments as follows:

• Reimburse the owner for staking cost (completed); and
• Pay US$25,000 on or before each of September 30, 2024 (paid), 2025, 2026, 2027, 2028 and 2029.

In addition, the Company is required to incur US$2,000,000 in exploration expenditures on the property over the next six years as follows:

• US$100,000 on or before each of September 30, 2024 (completed), and 2025 (completed);
• US$200,000 on or before each of September 30, 2026, and 2027;
• US$400,000 on or before September 30, 2028; and
• US$1,000,000 on or before September 30, 2029.

The optionor will retain a 3% NSR on any mineral products derived from the Dobbin Property. The Company will have the right to purchase 1% NSR royalty from the Owner at anytime by making a payment of US$1,000,000 to the Owner.

As at May 31, 2025, the Company staked an additional 11 claims on the Dobbin property.

King Solomon Gold, Nevada

On May 21, 2024, the Company signed an option agreement to acquire a 100% interest in 178 claims located in Nevada, commonly referred to as the King Solomon Property. As consideration for the property, the Company will make cash payments and issue common shares as follows:

• Issue 75,000 common shares on receipt of approval from TSX-V (issued June 14, 2024 at fair value of $31,875);
• Pay US$10,000 on or before June 15, 2024 (paid); and
• Pay US$20,000 on or before May 21, 2025 (paid)
• Pay US$7,500 in invoiced consulting fees on or prior to May 21, 2025
• Pay US$30,000 on or before May 21, 2026
• Pay US$40,000 on or before May 21, 2027
• Pay US$50,000 on or before May 21, 2028

The optionor will retain a 3% NSR on any mineral products derived from the King Solomon Property. The Company will have the right to purchase up to 2% NSR by making a payment of US$3,000,000 at any time. Advanced royalty payments will be required starting in fiscal 2029.

On June 4, 2024, the Company entered into an agreement to acquire a 100% interest in an additional 26 claims of the King Solomon Property. As consideration for the property, the Company will make cash payments as follows:

• Pay US$5,000 on Signing of the agreement (paid)
• Pay US$10,000 on or before June 4, 2025 (paid)
• Pay US$20,000 on or before June 4, 2026
• Pay US$30,000 on or before June 4, 2027
• Pay US$40,000 on or before June 4, 2028

The optionor will retain a 3% NSR on any mineral products derived from the King Solomon Property. The Company will have the right to purchase up to 2% NSR by making a payment of US$3,000,000 at any time. Advanced royalty payments will be required starting in fiscal 2029.

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Phenom Resources Corp. Notes to the Condensed Interim Consolidated Financial Statements For the six months ended May 31, 2025 and 2024 (Unaudited - Expressed in Canadian dollars)

On August 15, 2024, the Company entered into an agreement to acquire a 100% interest in an additional 4 claims of the King Solomon Property. As consideration for the property, the Company will make cash payments as follows:

• Pay US$5,000 on Signing of the agreement (paid)
• Pay US$10,000 on or before August 15, 2025
• Pay US$10,000 on or before August 15, 2026
• Pay US$20,000 on or before August 15, 2027
• Pay US$30,000 on or before August 15, 2028

The optionor will retain a 3% NSR on any mineral products derived from the King Solomon Property. The Company will have the right to purchase up to 1% NSR by making a payment of US$1,000,000 at any time. Advanced royalty payments will be required starting in fiscal 2029.

West Jerome, Arizona

On August 22, 2013, the Company acquired all of the issued and outstanding shares of COUSA. The acquisition included an undivided 100% interest in West Jerome located in Arizona. The property is subject to a 1.5% NSR to one party and a 0.5% NSR to another party.

Other

As at May 31, 2025, the Company held a total of $6,599 (November 30, 2024 - $6,599) of reclamation bonds related to its previously held SMOKE Property.

5. SHARE CAPITAL

a) Authorized: Unlimited common shares without par value.

b) Financing:

For the six months ended May 31, 2025

On February 13, 2025, the Company closed on a first tranche of a non-brokered private placement of 6,478,000 units at a price of $0.25 per unit to raise total gross proceeds of $1,619,500. Each Unit comprises one common share and one share purchase warrant of the Company, whereby each warrant entitles the holder thereof to purchase one additional common share at an exercise price of $0.35 for a period of three years. The Company paid a total of $7,450 as finder's fees. The relative fair value of $450,270 attributed to the warrants related to the private placement was estimated using the Black-Scholes pricing model with the following weighted average assumptions: share price - $0.29; exercise price - $0.35; risk-free rate - 0.5%; expected life - 3.0 years; expected volatility - 66.24%; and expected dividends - nil. Additionally, the Company incurred an additional $6,676 in cash share issuance costs.

On March 3, 2025, the company closed on a second tranche of a non-brokered private placement of 500,000 units at a price of $0.25 per unit to raise total gross proceeds of $125,000. Each Unit comprises one common share and one share purchase warrant of the Company, whereby each warrant entitles the holder thereof to purchase one additional common share at an exercise price of $0.35 for a period of three years. The Company paid a total of $875 as finder's fees. The relative fair value of $33,854 attributed to the warrants related to the private placement was estimated using the Black-Scholes pricing model with the following weighted average assumptions: share price - $0.26; exercise price - $0.35; risk-free rate - 2.53%; expected life - 3.0 years; expected volatility - 66.20%; and expected dividends - nil.

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Phenom Resources Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended May 31, 2025 and 2024

(Unaudited - Expressed in Canadian dollars)

On March 14, 2025, the company closed on a third tranche of a non-brokered private placement of 962,000 units at a price of $0.25 per unit to raise total gross proceeds of $240,500. Each Unit comprises one common share and one share purchase warrant of the Company, whereby each warrant entitles the holder thereof to purchase one additional common share at an exercise price of $0.35 for a period of three years. The Company paid a total of $3,000 as finder's fees. The relative fair value of $65,147 attributed to the warrants related to the private placement was estimated using the Black-Scholes pricing model with the following weighted average assumptions: share price - $0.26; exercise price - $0.35; risk-free rate – 2.51%; expected life – 3.0 years; expected volatility – 66.24%; and expected dividends – nil. Additionally, the Company incurred an additional $16,285 in cash share issuance costs.

For the six months ended May 31, 2024

On February 15, 2024, the Company closed a non-brokered private placement of 6,468,000 units at a price of $0.17 per unit to raise total gross proceeds of up to $1,099,560. Each Unit is comprised of one common share and one share purchase warrant, whereby each share purchase warrant will entitle the holder to purchase one common share for a period of three years at a price of $0.27. The Company incurred cash finders' fees of $6,474 in connection with this private placement. The value of $406,418 attributed to the warrants related to the private placement was estimated using the Black-Scholes pricing model with the following weighted average assumptions: share price - $0.22; exercise price - $0.27; risk-free rate – 3.83%; expected life – 3.0 years; expected volatility – 73.69%; and expected dividends – nil. Additionally, in connection with the private placement, the Company incurred an additional $16,118 in cash share issuance costs.

c) Stock options:

Stock option plan

The balance of options outstanding and related information for the six months ended May 31, 2025 are as follows:

	Options Outstanding	Weighted Average Exercise Price (per share)	Weighted Average Life (Years)
Balance, November 30, 2023	4,580,000	$0.44	2.48
Granted	1,780,000	$0.25
Exercised	(225,000)	$0.24
Expired	(290,000)	$0.31
Forfeited	(50,000)	$0.46
Balance, November 30, 2024	5,795,000	$0.39	2.38
Granted	80,000	$0.30
Cancelled	(225,000)	$0.24
Balance, May 31, 2025	5,650,000	$0.39	1.95
Exercisable, May 31, 2025	5,600,000	$0.39	1.95

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Phenom Resources Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended May 31, 2025 and 2024

(Unaudited - Expressed in Canadian dollars)

As at May 31, 2025, the Company had the following options outstanding:

Expiry Date	Exercise Price	Options Outstanding	Options Exercisable
August 5, 2025	$0.32	1,075,000	1,075,000
May 13, 2026	$0.59	1,665,000	1,665,000
March 11, 2028	$0.37	1,075,000	1,075,000
February 15, 2029	$0.20	1,425,000	1,425,000
August 1, 2027	$0.45	300,000	250,000
October 28, 2027	$0.45	30,000	30,000
May 6, 2028	$0.30	80,000	80,000
		5,650,000	5,600,000

d) Warrants:

The balance of outstanding warrants and related information for the six months ended May 31, 2025 were as follows:

	Warrants Outstanding	Weighted Average Exercise Price (per share)	Weighted Average Life (Years)
Balance, November 30, 2023	17,698,825	$0.62	1.43
Issued	9,218,000	$0.38
Exercised	(294,000)	$0.27
Expired	(7,650,325)	$0.55
Balance, November 30, 2024	18,972,500	$0.54	1.72
Issued	7,940,000	$0.35
Balance, May 31, 2025	26,912,500	$0.48	1.66

As at May 31, 2025, the Company had the following warrants outstanding:

Expiry Date	Exercise Price	Warrants Outstanding
October 21, 2025	$0.50	2,045,167
November 10, 2025	$0.50	1,003,333
March 3, 2026	$0.75	6,000,000
July 9, 2026	$0.75	1,000,000
February 15, 2027	$0.27	6,174,000
June 21, 2027	$0.65	2,750,000
February 13, 2028	$0.35	6,478,000
March 3, 2028	$0.35	500,000
March 14, 2028	$0.35	962,000
		26,912,500

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Phenom Resources Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended May 31, 2025 and 2024

(Unaudited - Expressed in Canadian dollars)

6. RELATED PARTY TRANSACTIONS

Key management personnel are the persons responsible for the planning, directing, and controlling the activities of the Company and include both executive and non-executive directors, and entities controlled by such persons. The Company's key management personnel include all directors, officers and companies associated with them including the following:

• Buena Tierra Development Ltd (“Buena Tierra”), a company owned by Paul Cowley, the President, Chief Executive Officer and a director of the Company.

Compensation paid or payable to key management personnel for services provided during the three and six months ended May 31, 2025 and May 31, 2024 is as follows:

	Three months ended May 31,		Six months ended May 31,
	2025	2024	2025	2024
	$	$	$	$
Accounting fees	13,055	8,199	18,553	19,433
Consulting fees	45,000	46,800	90,000	93,600
Share based compensation	-	-	-	229,356
	58,055	54,999	108,553	342,389

As at May 31, 2025, accounts payable and accrued liabilities include $15,750 (November 30, 2024 – $119,776) due to the Chief Executive Officer of the Company and/or companies controlled by officers of the Company.

7. SEGMENTED INFORMATION

The Company has identified its operating segments based on the internal reports that are reviewed and used by the chief executive officer and the executive management in assessing performance and in determining the allocation of resources. The Company considers the business from a geographic perspective and assesses the performance of the operating segments based on measures such as net property and equipment as well as operational results.

Operating Segment

The Company's operations are limited to a single industry segment, being the acquisition, exploration of mineral properties.

Geographic Segments

As at May 31, 2025 and 2024, the Company's operations and assets are located in Canada and the USA. By geographic areas, the Company's losses for the three and six months ended May 31, 2025 and May 31, 2024 are as follows:

	Three months ended May 31,		Six months ended May 31,
	2025	2024	2025	2024
	$	$	$	$
Canada	337,460	209,895	597,859	639,049
USA	19,259	8,724	30,058	19,508
	356,719	218,619	627,917	658,557

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Phenom Resources Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended May 31, 2025 and 2024

(Unaudited - Expressed in Canadian dollars)

By geographic areas, the Company’s non-current assets as at six months ended May 31, 2025 and November 30, 2024 are as follows:

	May 31, 2025	November 30, 2024
	$	$
Canada	-	-
USA	20,300,290	19,782,500
	20,300,290	19,782,500

8. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

Non-cash investing and financing activities that do not have a direct impact on current cash flows are excluded from the statements of cash flows.

During the six months ended May 31, 2025 and May 31, 2024, non-cash financing and investing activities included:

• $237,226 (November 30, 2024 - $74,784) in accounts payable and accrued liabilities related to exploration and evaluation assets;
• $549,271 (May 31, 2024 - $406,418) was allocated from share capital to reserves to record the relative fair value of the warrants issued in private placement
• $54,000 (May 31, 2024 - $nil) was recorded on issuance of 150,000 common shares for mineral property;

9. COMMITMENTS

The following table summarizes the contractual maturities of the Company’s significant financial liabilities and capital commitments, including contractual obligations for the years ended November 30th as indicated:

	2025	2026	2027	2028	2029	Total
	$	$	$	$	$	$
Accounts payable and accrued liabilities	310,085	-	-	-	-	310,085
Consulting agreement obligations (1)	90,000	180,000	180,000	180,000	180,000	810,000
Exploration obligations (2)	48,153	326,066	467,772	784,206	1,630,323	3,256,520
	448,238	506,066	647,772	964,206	1,810,323	4,376,605

(1) The consulting obligation shall be payable to the CEO if the Company elects to continue with the contract on an ongoing basis. The contract has a 60 day termination clause with a total commitment of $30,000.
(2) Exploration obligations include all option payments, mineral access, mineral lease, and exploration expenditure obligations for the Company's mineral properties.