Regency Silver Corp. — Interim / Quarterly Report 2025

Aug 30, 2025

REGENCY SILVER CORP.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2025, and 2024

(Unaudited - Expressed in Canadian Dollars)

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2

NOTICE OF NO AUDITOR REVIEW

OF

INTERIM FINANCIAL STATEMENTS

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 condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.

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

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Regency Silver Corp.

Condensed Consolidated Interim Statements of Financial Position

(Unaudited - Expressed in Canadian dollars)

	Note	June 30, 2025	December 31, 2024
ASSETS
Current Assets
Cash	$	2,039	$ 14,973
Amounts receivable		34,166	53,338
Prepaid expenses	8	112,192	73,463
		148,397	141,774
Non-current Assets
Fixed asset	11	14,567	16,185
Exploration and evaluation assets	5	7,077,869	6,886,829
TOTAL ASSETS	$	7,240,833	$ 7,044,788
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	8	$ 788,928	$ 729,586
Notes payable	7	294,392	44,392
		1,083,320	773,978
SHAREHOLDERS' EQUITY
Share capital	6	16,958,705	16,738,955
Share subscription liability	6	(2,993)	(120,000)
Reserves	6	2,470,418	2,470,418
Accumulated deficit		(13,268,617)	(12,818,563)
Total shareholders' equity		6,157,513	6,270,810
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	7,240,833	$ 7,044,788

Nature of operations – Note 1

Going concern – Note 2

Commitments – Note 13

Subsequent event – Note 14

Approved on behalf of the Board of Directors:

“Michael Thomson”, Director

“Bruce Bragagnolo”, Director

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

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Regency Silver Corp.

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

(Unaudited - Expressed in Canadian dollars)

	Note	Three Months Ended		Six Months Ended
		June 30, 2025	June 30, 2024	June 30, 2025	June 30, 2024
EXPENSES
Amortization	11	$ 810	$ -	$ 1,619	$ -
Consulting	8	86,000	70,250	163,500	217,557
Exchange and filing fees		6,256	15,077	21,161	38,798
Management fees	8	45,000	72,249	101,500	144,924
Marketing		1,721	81,852	27,127	262,274
Office		22,879	20,282	51,734	139,132
Professional fees		57,736	51,978	57,736	77,614
Property investigation costs	6	-	-	-	165,000
Rent		-	5,963	2,232	11,195
Share-based payments	6	-	-	-	275,901
		(220,402)	(317,651)	(426,609)	(1,332,395)
OTHER ITEMS
Loss on settlement		-	3,785	-	3,785
Foreign exchange gain (loss)		(36,217)	107,879	(23,445)	16,454
LOSS AND COMPREHENSIVE LOSS		$ (256,619)	$ (205,987)	$ (450,054)	$ (1,312,156)
Loss per share, basic and diluted		$ (0.00)	$ (0.00)	$ (0.00)	$ (0.01)
Weighted average number of common shares outstanding		54,652,286	49,301,701	50,093,190	47,716,616

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

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Regency Silver Corp.

Condensed Consolidated Interim Statements of Changes in Equity

(Unaudited - Expressed in Canadian dollars)

	Note	Share Capital		Share subscription received	Reserves	Deficit	Total
		Number	Amount
			$	$	$	$	$
Balance, December 31, 2023		46,513,498	14,618,102	200,000	1,866,976	(10,480,993)	6,204,085
Shares issued for private placement	5	2,484,250	993,700	(200,000)	-	-	793,700
Shares issued for warrant exercise	5	65,000	13,000	-	-	-	13,000
Shares issued for property investigation	5	500,000	165,000	-	-	-	165,000
Share issuance costs	5	-	(17,055)	-	6,783	-	(10,272)
Share-based payments	5	-	-	-	275,901	-	275,901
Net loss		-	-	-	-	(1,312,156)	(1,312,156)
Balance, June 30, 2024		49,562,748	15,772,747	-	2,149,660	(11,793,149)	6,129,258
Balance, December 31, 2024		53,791,601	16,738,955	(120,000)	2,470,418	(12,818,563)	6,270,810
Shares issued for private placement	14	2,200,000	220,000	117,007	-	-	337,007
Share issuance costs		-	(250)	-	-	-	(250)
Net loss		-	-	-	-	(450,054)	(450,054)
Balance, June 30, 2025		55,991,601	16,958,705	(2,993)	2,470,418	(13,268,617)	6,157,513

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

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Regency Silver Corp.

Condensed Consolidated Interim Statements of Cash Flows

(Unaudited - Expressed in Canadian dollars)

Six Months Ended
	June 30, 2025	June 30, 2024
OPERATING ACTIVITIES:
Net loss	$ (450,054)	$ (1,312,156)
Items not affecting cash:
Share-based payments	-	275,901
Property investigation costs	-	165,000
Amortization	1,619	-
Net changes in non-cash working capital items:
Amounts receivable	19,172	(171,741)
Prepaid expenses	(38,729)	84,238
Accounts payable and accrued liabilities	59,341	78,990
Cash used in operating activities	(408,651)	(879,768)
INVESTING ACTIVITIES
Exploration and evaluation assets	(191,040)	(90,140)
Cash used in investing activities	(191,040)	(90,140)
FINANCING ACTIVITIES
Proceeds from private placement	219,750	783,427
Proceeds received from issuance of note	250,000	158,974
Proceeds from subscriptions	117,007	-
Proceeds from warrant exercise	-	13,000
Cash provided by financing activities	586,757	955,401
Change in cash	(12,934)	(14,507)
Cash, beginning of period	14,973	57,886
Cash, end of period	$ 2,039	$ 43,379

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

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Regency Silver Corp. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025 and 2024 (Unaudited - Expressed in Canadian dollars)

1. NATURE OF OPERATIONS

Regency Silver Corp. (the "Company") was incorporated on March 23, 2017, under the laws of the Province of British Columbia, Canada, and its principal activity is the identification, evaluation, acquisition and exploration of mineral properties in Mexico and Peru. The corporate head office, principal address and registered and records offices of the Company are located at Suite 1100, 570 Granville Street, Vancouver, British Columbia, V6C 3P1, Canada. On August 26, 2025, the Company consolidated its stock on a two for one basis. This stock consolidation has been retroactively applied throughout these condensed consolidated interim financial statements.

The recoverability of amounts shown as exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, the Company's ability to obtain financing to develop the properties and the ultimate realization of profits through future production or sale of the properties. Realized values may be substantially different than carrying values as recorded in these condensed consolidated interim financial statements.

2. GOING CONCERN

These condensed consolidated interim financial statements are presented on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of operations. There are conditions and events that form a material uncertainty which may cast significant doubt on the validity of this assumption. As at June 30, 2025, the Company incurred a loss of $450,054, had a working capital deficiency of $934,923, and an accumulated deficit of $13,268,617. The Company has no source of revenue and does not have sufficient cash resources to meet its administrative overhead. The Company does not generate cash flows from operations and has therefore relied principally on the issuance of equity securities to finance its operation activities to the extent that such instruments are issuable under terms acceptable to the Company. If future financing is unavailable, the Company may not be able to meet its ongoing obligations, in which case the realizable values of its assets may decline materially from current estimates. These material uncertainties may cast significant doubt as to the ability of the Company to continue as a going concern. The consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue operations.

Although the Company has been successful in the past in obtaining financing, there can be no assurances that the Company will continue to obtain the additional financial resources necessary and/or achieve profitability or positive cash flows from its future operations. If the Company is unable to obtain adequate additional financing, the Company would be required to curtail its planned operations, and exploration and development activities.

3. BASIS OF PRESENTATION

These condensed consolidated interim financial statements, including comparatives, have been prepared in accordance with International Accounting Standards ("IAS") 34 'Interim Financial Reporting' ("IAS 34") using accounting policies consistent with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB").

These condensed consolidated interim financial statements follow the same accounting policies and methods of application as the Company's audited consolidated financial statements for the year ended December 31, 2024. The policies applied in these condensed consolidated interim financial statements are based on IFRS

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Regency Silver Corp.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2025 and 2024

(Unaudited - Expressed in Canadian dollars)

issued as of the date the Board of Directors approved the financial statements. These condensed consolidated interim financial statements should be read in conjunction with the Company's annual consolidated financial statements for the year ended December 31, 2024.

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on August 29, 2025.

3.1. Basis of Consolidation

These condensed consolidated interim financial statements include the financial statements of the Company and its wholly-owned subsidiaries, Regency Silver S.A. de C.V., incorporated and located in Mexico ("Regency Mexico") and Regency Mining SAC, incorporated and located in Peru ("Regency Peru"). All significant intercompany transactions and balances have been eliminated on consolidation.

3.2. Significant judgments, estimates and assumptions

The preparation of the Company's condensed consolidated interim financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated interim financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continually evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ from these estimates.

Functional currency

Determination of an entity's functional currency involves judgment taking into account the transactions, events, and conditions relevant to the entity. Determination of functional currency involves evaluating evidence about the primary economic environment in which the entity operations and is re-evaluated when facts and circumstances indicate that conditions have changed.

Going concern

The assessment of the Company's ongoing viability as an operating entity and determination of the related disclosures require significant judgment. The assumption that the Company will be able to continue as a going concern is subject to critical judgments by management with respect to assumptions surrounding the short and long-term operating budget, expected profitability, investing and financing activities and management's strategic planning. Should those judgments prove to be inaccurate, management's continued use of the going concern assumption could be inappropriate.

Impairment of exploration and evaluation assets

The Company is required to make significant judgments regarding the capitalization of the costs incurred in respect to its exploration and evaluation assets. The Company is also required to make critical judgments on the ongoing feasibility of mineral exploration, and whether there are indicators that the development of a specific area is unlikely, and exploration and evaluation assets should be impaired.

Income Taxes

The determination of income tax is inherently complex and requires making certain judgments and assumptions about future events. While income tax filings are subject to audits and reassessments, the Company has adequately provided for all income tax obligations. However, changes in facts and

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Regency Silver Corp.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2025 and 2024

(Unaudited - Expressed in Canadian dollars)

circumstances as a result of income tax audits, reassessments, jurisprudence and any new legislation may result in an increase or decrease in our provision for income taxes.

Rehabilitation Provisions

Rehabilitation provisions have been determined to be $Nil based on the Company’s judgment. Assumptions, based on the current economic environment, have been made which management believes are a reasonable basis upon which to estimate the future liability. These assumptions take into account any material changes to the assumptions that occur when reviewed regularly by management. Estimates are reviewed annually and are based on current regulatory requirements. Significant changes in estimates of contamination, restoration standards and techniques will result in changes to provisions from period to period.

Valuation of share-based compensation

The Company uses the Black-Scholes option pricing model for valuation of share-based. Option pricing models require the input of subjective assumptions including expected price volatility and interest rate.. Changes in input assumptions can materially affect the fair value estimate and the Company’s earnings and equity reserves. Common shares issued for compensation are valued based on the quoted market price of the Company’s shares.

4. MATERIAL ACCOUNTING POLICY INFORMATION

In the preparation of these financial statements, the Company used the same accounting policies as those applied and disclosed in the Annual Financial Statements.

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Regency Silver Corp.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2025 and 2024

(Unaudited - Expressed in Canadian dollars)

5. EXPLORATION AND EVALUATION ASSETS

A continuity of the Company’s exploration and evaluation assets is as follows:

	Dios Padre
	$
Balance, December 31, 2023	6,414,285
Camp costs	84,176
Consulting and professional fees	3,668
Equipment	20,829
Geologist fees	31,501
Property taxes and payments	182,702
Travel and transportation	65
Wages and salaries	155,686
Other payments	3,131
Reclassification of IVA paid	(9,214)
Balance, December 31, 2024	6,886,829
Camp costs	65,373
Equipment	7,061
Property taxes and payments	17,048
Wages and salaries	101,558
Balance, June 30, 2025	7,077,869

Dios Padre Property, Mexico

The Company’s subsidiary, Regency Mexico, has exercised its option and acquired the Dios Padre mineral property in 2022. Regency Mexico entered into an Option to Purchase and Promise to Assignment Agreement dated November 27, 2017 (“Option Agreement”), subsequently amended, with Minera Pena Blanca, S.A. de C.V. (“Minera Pena”), pursuant to which Regency Mexico was granted an option to purchase 100% title to the mineral concessions comprising the Dios Padre mineral property located in Yecora, Sonora, Mexico in consideration of:

1. the payment of US$145,000 plus IVA value-added tax as follows:

2. US$25,000 on the date of signing (paid);

3. US$30,000 on or before November 27, 2018 (paid);
4. US$30,000 on or before November 27, 2019 (paid);
5. US$30,000 on or before November 27, 2020 (paid); and

6. US$30,000 on or before November 27, 2021 (paid).

7. incurring aggregate exploration expenditures of not less than US$1,000,000 as follows:

8. US$250,000 on or before November 27, 2018; (incurred)

9. US$500,000 on or before November 27, 2021 (incurred);
10. US$250,000 on or before April 30, 2022 (waived – see disclosure below).

Pursuant to the Option Agreement, Minera Pena will retain a 3% net smelter return royalty, 2% of which can be purchased by the Company for US$1.5 million. Minera Pena may be obligated to pay an underlying

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Regency Silver Corp. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025 and 2024 (Unaudited - Expressed in Canadian dollars)

2.5% net smelter return royalty in favour of a third party. In the event the underlying royalty is valid, Regency may not be able to reduce the NSR to 1%. The Dios Padre Property may be subject to advance minimum royalty payments of US$100,000 due January 1st of each year, payable by Minera Pena to third parties.

On October 7, 2022, the Company entered into an option exercise agreement pursuant to which Minera Pena agreed to waive the last exploration expenditure of US$250,000 required to exercise the option for a 100% interest in the Dios Padre property. Consideration for the early exercise was the issuance of 150,000 common shares in the capital of the Company (the "Common Shares") at a price of $0.85 per share. The Common Shares were subject to a four month hold period from the date of issue in accordance with applicable securities legislation.

San Dimas, Mexico

The Company entered into a term sheet option agreement dated December 27, 2023 (the "Option Agreement") to option a 100% undivided interest in the El Milagro, El Milagro II, El Milagro III and Dorada claims (the "San Dimas Claims") located in the State of Sinaloa, Mexico.

In order to exercise the option, the Company must pay US$100,000 with US$50,000 due on receipt of Exchange acceptance and $50,000 due on or before July 1, 2024, and issue a total of 500,000 common shares (issued in February 2024 (see Note 6)). The Company must also pay a US$1,000,000 bonus upon a NI 43-101 resource being published, which estimates the San Dimas Claims contain a minimum of 70 million silver equivalent ounces or 1 million gold ounces in the measure or indicated categories. The shares are subject to a four month hold period.

The Company has not exercised its option to acquire the San Dimas Claims as management does not yet have a substantive work plan and accordingly costs incurred to date have been expensed as project investigation costs.

6. SHARE CAPITAL

Authorized Capital

The authorized capital of the Company consists of an unlimited number of common shares without par value.

Issued Share Capital

During the six months ended June 30, 2025, the Company issued a total of 2,200,000 common shares as follows:

• From April to June 2025, the Company issued 2,200,000 units at a price of $0.1 per unit for gross proceeds of $220,000. Each unit is comprised of one common share and one common share purchase warrant. Each whole warrant is exercisable to purchase one common share at a price of $0.20 per share for a period of two years from the date of issuance. In connection with this closing, the Company paid $250 in share issuance costs.

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Regency Silver Corp. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025 and 2024 (Unaudited - Expressed in Canadian dollars)

During the year ended December 31, 2024, the Company issued a total of 7,278,103 common shares as follows:

• From January to March 2024, the Company issued 2,459,250 units at a price of $0.40 per unit for gross proceeds of $983,700. Each unit is comprised of one common share and one half of one common share purchase warrant. Each whole warrant is exercisable to purchase one common share at a price of $0.60 per share for a period of two years from the date of issuance. In connection with this closing, the Company paid cash finder’s fees of $10,271 and issued 38,205 broker warrants. Each broker warrant will entitle the holder to purchase one common share of the Company at a price of $0.60 per share for a period of two years from the date of issuance. The broker’s warrants were valued at $6,087 using the Black-Scholes option pricing model with the following weight average assumptions: risk-free interest rate – 5.00%; volatility – 132%; expected dividend yield – 0.0%; expected option life in years – 2.

• From September to December 2024, the Company issued 3,562,186 units at a price of $0.30 per unit for gross proceeds of $1,068,656. Each unit is comprised of one common share and one common share purchase warrant. Each whole warrant is exercisable to purchase one common share at a price of $0.30 per share for a period of two years from the date of issuance. In connection with this closing, the Company paid cash finder’s fees of $36,330 and issued 81,100 broker warrants. Each broker warrant will entitle the holder to purchase one common share of the Company at a price of $0.30 per share for a period of two years from the date of issuance. The broker’s warrants were valued at $12,952 using the Black-Scholes option pricing model with the following weight average assumptions: risk-free interest rate – 5.00%; volatility – 132%; expected dividend yield – 0.0%; expected option life in years – 2.

• On April 10, 2024, the Company issued 65,000 common shares upon the exercise of 65,000 warrants at a price of $0.20 per common share for gross proceeds of $13,000.

• On February 8, 2024, the Company issued 500,000 common shares at a fair value of $0.33 per common share for the San Dimas property (Note 5). An amount of $165,000 has been recorded as property investigation costs which was expensed in the consolidated statements of loss and comprehensive loss.

• On December 17, 2024, the Company issued 500,000 units to settle notes payable for a total amount of $150,000 to a shareholder of the Company (Note 7). Each unit consists of one common share and one share purchase warrant. The fair value of the common shares was determined to be $0.17 and the fair value of share purchase warrants was determined to be $0.13.

• On April 10, 2024, the Company issued 25,000 units for shares for services with a fair value of $10,000. Each unit consists of one common share and one-half common share purchase warrant. The fair value of the common shares was determined to be $0.39 and the fair value of warrants was determined to be $0.01 on the date of issuance.

• On November 22, 2024, the Company issued 66,667 units for shares for services with a fair value of $20,000. Each unit consists of one share and one common share purchase warrant. The fair value of the common shares was determined to be $0.28 and the fair value of the warrants was determined to be $0.02 on the date of issuance.

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Regency Silver Corp.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2025 and 2024

(Unaudited - Expressed in Canadian dollars)

• On December 17, 2024, the Company issued 100,000 units for shares for services with a fair value of $30,000. Each unit consists of one common share and one common share purchase warrant. The fair value of the common shares was determined to be $0.17, and the fair value of the warrants was determined to be $0.13 on the date of issuance.

Warrants

A summary of the changes in warrants is presented below:

	Share Purchase Warrants
	Number	Weighted average exercise price
Outstanding, December 31, 2023	3,371,066	$ 0.54
Issued	5,590,283	0.52
Expired	(294,559)	0.50
Exercised	(65,000)	0.20
Outstanding, December 31, 2024	8,601,790	0.44
Issued	1,100,000	0.20
Outstanding, June 30, 2025	9,701,790	0.42
Exercisable, June 30, 2025	9,701,790	$ 0.42

The following warrants were outstanding as at June 30, 2025:

Number	Exercise price	Expiry Term
1,456,475	$ 0.60	September 27, 2025
804,852	$ 0.60	October 27, 2025
750,000	$ 0.40	December 22, 2025
656,250	$ 0.60	January 9, 2026
138,225	$ 0.60	January 16, 2026
195,625	$ 0.60	March 1, 2026
146,850	$ 0.60	March 27, 2026
143,560	$ 0.60	April 10, 2026
627,486	$ 0.30	September 3, 2026
1,008,250	$ 0.30	October 23, 2026
1,674,217	$ 0.30	November 22, 2026
1,000,000	$ 0.30	December 17, 2026
375,000	$ 0.20	April 29, 2027
275,000	$ 0.20	May 18, 2027
187,500	$ 0.20	June 12, 2027
187,500	$ 0.20	June 20, 2027
75,000	$ 0.20	June 25, 2027
9,701,790

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Regency Silver Corp.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2025 and 2024

(Unaudited - Expressed in Canadian dollars)

Stock Option Plan

The Company adopted a Stock Option Plan where directors, officers, employees, consultants and related persons of the Issuer, or persons engaged in investor relations activities on behalf of the Issuer are eligible to receive grants of options under the Stock Option Plan. The maximum number of common shares reserved for issuance upon exercise of options granted pursuant to the provisions of the Stock Option Plan at any time shall not exceed 10% of the issued and outstanding common shares of the Issuer at the relevant time less any common shares required to be reserved with respect to any other options granted prior to the adoption and implementation of the Stock Option Plan. The exercise price of any options granted is determined by the Board of Directors in its sole discretion as of the date the Board of Directors grants the options and shall not be less than the discounted Market Price as calculated and defined in accordance with the policies of the Exchange. Vesting terms are also determined by the Board of Directors.

A summary of the changes in stock options is presented below:

	Stock Options
	Number	Weighted average exercise price
Outstanding, December 31, 2023	4,045,000	$ 0.50
Granted	850,000	0.40
Outstanding, June 30, 2025 and December 31, 2024	4,895,000	0.46
Exercisable, June 30, 2025 and December 31, 2024	4,895,000	$ 0.46

Details of stock options outstanding and exercisable as at June 30, 2025 are as follows:

Number	Exercise price	Expiry Date
650,000	$ 0.14	July 15, 2027
2,050,000	$ 0.50	April 26, 2027
1,095,000	$ 0.60	January 16, 2028
250,000	$ 0.40	July 12, 2028
850,000	$ 0.40	March 8, 2029
4,895,000

The weighted average remaining contractual life of stock options outstanding at June 30, 2025 was 2.40 years (December 31, 2024 – 2.90 years).

7. NOTE PAYABLE

On May 9, 2024, the Company entered into a promissory note with a shareholder of the Company for a total amount of $150,000. The Company repaid the loan through the issuance of common shares during the year ended December 31, 2024 (Note 6). The loan bears an interest of 10%, effective September 1, 2024, and is

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Regency Silver Corp.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2025 and 2024

(Unaudited - Expressed in Canadian dollars)

unsecured and is payable on demand. As at June 30, 2025, the amount payable related to this promissory note was $4,397.

On July 16, 2024, the Company entered into a promissory note with an arm’s length party for a total amount of $25,000. Under the terms of the promissory note agreement, the Company incurred an additional $5,000 to the lender as a bonus, effectively increasing the total repayment obligation to $30,000. The loan bears an interest of 10%, effective September 1, 2024, is unsecured and is payable on demand. As at June 30, 2025, the amount payable related to this promissory note was $30,995.

On May 31, 2024, the Company entered into a promissory note with the Executive Chairman of the Company for a $9,000 loan. These amounts are non-interest bearing and does not have specific repayment terms. As at June 30, 2025, the amount payable related to this promissory note was $9,000.

On February 2, 2025, the Company entered into a promissory note with an arm’s length party for a total amount of $250,000. The loan bears an interest of 10%, effective February 2, 2025, is unsecured and is payable on demand. As at June 30, 2025, the amount payable related to this promissory note was $250,000.

8. RELATED PARTY TRANSACTIONS

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making operating and financial decisions. This would include the Company’s senior management, who are considered to be key management personnel by the Company. Parties are also related if they are subject to common control or significant influence. Related parties may be individuals or corporate entities.

Key management personnel include the members of the Board of Directors and officers of the Company who have the authority and responsibility for planning, directing and controlling the activities of the Company. Amount paid and accrued to directors and officers are as follows:

	For the six months ended
	June 30, 2025	June 30, 2024
Management and director compensation:
Management fees	$ 95,500	$ 72,000
Consulting fees	78,000	39,000
Share-based payments	-	210,348
Total management compensation	$ 173,500	$ 321,348

Included in accounts payable and accrued liabilities is $224,128 (December 31, 2024 - $155,073) owed to the directors and officers of the Company. These amounts are non-interest bearing with no specific terms of repayment.

Included in notes payable is $9,000 (December 31, 2024 - $9,000) owed to the Executive Chairman of the Company.

Included in prepaid expenses is $76,783 (December 31, 2024 - $32,783) in travel advances paid to officers and directors of the Company.

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Regency Silver Corp.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2025 and 2024

(Unaudited - Expressed in Canadian dollars)

9. MANAGEMENT OF CAPITAL

The Company defines the capital that it manages as its cash and share capital.

The Company’s objective when managing capital is to maintain corporate and administrative functions necessary to support the Company’s operations and corporate functions; and to seek out and acquire new projects of merit.

The Company manages its capital structure in a manner that provides sufficient funding for operational and capital expenditure activities. Funds are secured, when necessary, through debt funding or equity capital raised by means of private placements. There can be no assurances that the Company will be able to obtain debt or equity capital in the case of working capital deficits.

The Company does not pay dividends and has no long-term debt or bank credit facility. The Company is not subject to any externally imposed capital requirements.

10. RISK MANAGEMENT AND FAIR VALUE MEASUREMENT

The Company is exposed in varying degrees to a variety of financial instrument related risks.

Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash held in bank accounts. As most of the Company’s cash is held by one bank there is a concentration of credit risk. This risk is managed by using a major bank that is high credit quality financial institutions as determined by rating agencies. Receivables are due from a government agency.

Foreign Exchange Risk

Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company is exposed to exchange risk as its mineral property interests are located in Mexico and Peru and certain transactions are conducted in the Mexican Peso and US dollar respectively. The Company is exposed to foreign currency risk to the extent that the following monetary assets and liabilities are denominated in Mexican Peso (“MXN”):

	June 30, 2025	December 31, 2024
Balance in MXN:	$	$
Cash	(49,225)	170,741
Accounts payable	(2,247,338)	(2,238,033)
Net exposure	(2,296,563)	(2,067,292)
Balance in Canadian dollars:	(183,036)	(143,243)

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Regency Silver Corp. Notes to the Condensed Consolidated Interim Financial Statements For the six months ended June 30, 2025 and 2024 (Unaudited - Expressed in Canadian dollars)

A 10% change in the Mexican Peso to the Canadian dollar exchange rate would impact the Company’s net loss by approximately $18,304 for the six months ended June 30, 2025 (December 31, 2024 – $14,243). A 10% change in the US dollar and Peruvian Soles would not have a significant impact on the Company’s balance sheet accounts and net loss for the six months ended June 30, 2025 and the year ended December 31, 2024.

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 exposure to interest rate risk relates to its ability to earn interest income on cash balances at variable rates. The fair value of the Company’s cash accounts is relatively unaffected by changes in short term interest rates.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages this risk by careful management of its working capital. As at June 30, 2025, the Company has a working capital deficiency of $934,923 and requires additional financing to fund current operations. Historically, the Company's sole source of funding has been the issuance of equity securities for cash, primarily through private placements. The Company’s access to financing is always uncertain. There is no assurance of continued access to significant equity funding. The Company requires additional funding to continue with its ongoing operations and exploration commitments and accordingly is exposed to liquidity risks.

Fair value measurement

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 that are accessible at the measurement date for identical, unrestricted assets or liabilities;
• Level 2 – Quoted prices in markets that are not active, or inputs that are not observable, either directly or indirectly, for substantially the full term of the asset or liability; and
• Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The carrying values of cash and accounts payable and accrued liabilities approximate their fair values due to their short-term to maturity. The Company records its cash at FVTPL and accounts payable and note payable at amortized cost. Cash is measured using level 1 inputs.

17

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Regency Silver Corp.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2025 and 2024

(Unaudited - Expressed in Canadian dollars)

The following table summarizes information regarding the carrying and fair values of the Company's financial instruments:

	June 30, 2025		December 31, 2024
	Fair Value $	Carrying Value $	Fair Value $	Carrying Value $
FVTPL assets (i)	2,039	2,039	14,973	14,973
Amortized cost liabilities (ii)	788,928	788,928	729,586	729,586

(i) Cash
(ii) Accounts payable

The Company's financial assets measured at fair value on a recurring basis are presented on the Company's condensed consolidated interim statement of financial position as of June 30, 2025 are as follows:

Financial Assets	Quoted Prices in Active Markets		Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
	Balance as at June 30, 2025 $	for Identical Assets (Level 1)
Cash	2,039	2,039	-	-
Total	2,039	2,039	-	-

11. PROPERTY, PLANT, AND EQUIPMENT

	Vehicle
Cost	$
Balance, December 31, 2023	-
Additions	16,185
Balance, June 30, 2025 and December 31, 2024	16,185
Accumulated amortization
---	---
Balance, December 31, 2024 and 2023	-
Additions	1,618
Balance, June 30, 2025	1,618
Net book value
---	---
Balance, December 31, 2024	16,185
Balance, June 30, 2025	14,567

12. SEGMENTED INFORMATION

The Company primarily operates in one reportable operating segment being the exploration and evaluation of exploration and evaluation assets. As at June 30, 2025 and December 31, 2024, the full exploration and evaluation asset balance relates to expenditures incurred in Mexico.

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Regency Silver Corp.

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended June 30, 2025 and 2024

(Unaudited - Expressed in Canadian dollars)

13. COMMITMENTS

On June 1, 2020, the Company entered into a management consulting agreement with the Executive Chairman of the Company whereby the Executive Chairman agreed to provide management services to the Company. The agreement provides for the payment of $10,000 per month commencing June 1, 2020, for services provided. In the event of termination of the agreement without cause or a change of control of the Company, the Company must pay severance equal to 12 months of management fees.

On July 27, 2020, the Company entered into an independent consultant agreement with the Chief Financial Officer (“CFO”) of the Company for the provision of financial consulting services to the Company. The agreement provides for the payment of $3,000 per month plus the goods and services tax for the months of August and September 2020. Commencing May 1, 2022, the fees have been $4,000 per month. The CFO will be entitled to a severance payment of 4 months of consulting fees in the event of early termination of the agreement without cause.

14. SUBSEQUENT EVENT

On August 7, 2025, the Company initiated a private placement, that has since been upsized, to issue 40,000,000 units of the Company (the “Units”) at a price of $0.10 per Unit for gross proceeds of $4,000,000. Each Unit consists of one common share in the capital of the Company (each, a “Share”) and one-half of one Share purchase warrant (each, whole Share purchase warrant, a “Warrant”). Each full Warrant will entitle the holder to purchase one additional Share (a “Warrant Share”) at a price of $0.20 for a period of 24 months from the closing date.

On August 26, 2025, the Company cancelled 2,200,000 units.