REGULUS RESOURCES INC. — Annual Report 2025

Jan 28, 2026

(the "Company")

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2025 AND 2024

(Expressed in Canadian Dollars)

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DAVIDSON & COMPANY LLP
Chartered Professional Accountants

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Regulus Resources Inc.

Opinion

We have audited the accompanying consolidated financial statements of Regulus Resources Inc. (the "Company"), which comprise the consolidated statements of financial position as at September 30, 2025 and 2024 and the consolidated statements of operations and comprehensive loss, changes in equity, and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

Assessment of Impairment Indicators of Exploration and Evaluation Assets ("E&E Assets")

As described in Note 3 to the consolidated financial statements, the carrying amount of the Company's E&E Assets was $58,399,413 as of September 30, 2025. As more fully described in Note 2 to the consolidated financial statements, management assesses E&E Assets for indicators of impairment at each reporting period.

The principal considerations for our determination that the assessment of impairment indicators of the E&E Assets is a key audit matter are that there was judgment made by management when assessing whether there were indicators of impairment for the E&E Assets, specifically relating to the assets' carrying amount which is impacted by the Company's intent and ability to continue to explore and evaluate these assets. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate audit evidence relating to the judgments made by management in their assessment of indicators of impairment that could give rise to the requirement to prepare an estimate of the recoverable amount of the E&E Asset.

A member of Nexia International

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada V7Y 1G6
Telephone (604) 687-0947 Davidson-co.com

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Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures included, among others:

• Evaluating management’s assessment of impairment indicators.
• Evaluating the intent for the E&E Assets through discussion and communication with management.
• Reviewing the Company’s recent expenditure activity.
• Assessing compliance with agreements including reviewing option agreements.
• Assessing the Company’s rights to explore E&E Assets.
• Obtaining, from legal counsel, confirmation of title to ensure mineral rights underlying the E&E Assets are in good standing.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management’s Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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

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

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or 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.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

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

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As part of an audit in accordance with Canadian generally accepted 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 consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The 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 consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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

The engagement partner on the audit resulting in this independent auditor's report is Stephen Hawkshaw.

Vancouver, Canada

January 28, 2026

Chartered Professional Accountants

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Regulus Resources Inc.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As at September 30, 2025 and 2024

(Expressed in Canadian Dollars)

	Note	September 30, 2025	September 30, 2024
ASSETS
Current
Cash and cash equivalents	2	$ 8,006,568	$ 13,347,664
Receivables	4	139,303	119,938
Prepaid expenses and deposits		117,240	103,532
Due from related party	6	-	29,727
		8,263,111	13,600,861
Long-term investments	7	559,000	502,250
Property and equipment		634,585	581,088
Right-of-use asset		4,003	-
Exploration and evaluation assets	3	58,399,413	54,811,319
		$ 67,860,112	$ 69,495,518
LIABILITIES AND EQUITY
Current
Accounts payable and accrued liabilities	6	$ 659,315	$ 546,135
Due to related parties	6	18,636	-
Decommissioning liability	8	366,225	356,000
		$ 1,044,176	$ 902,135
Equity
Capital stock	5	138,680,159	137,937,764
Share compensation reserve	5	20,696,717	20,278,315
Accumulated other comprehensive loss		(4,946,546)	(5,516,450)
Deficit		(87,614,394)	(84,106,246)
		$ 66,815,936	$ 68,593,383
		$ 67,860,112	$ 69,495,518
Nature and continuance of operations	1
Subsequent events	13
Approved by the Board:
Director:	Director:
"John Black"	"Mark Wayne"
John Black	Mark Wayne

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

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Regulus Resources Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the years ended September 30, 2025 and 2024

(Expressed in Canadian Dollars)

	Note	2025	2024
EXPENSES
Accounting and audit		$ 201,491	$ 195,900
Accretion		11,864	-
Amortization		55,838	52,835
Bank charges and interest		4,281	11,829
Insurance		18,419	20,550
Investor relations and shareholder information		458,329	246,766
Legal	6	68,050	188,427
Management fees	6	785,629	761,062
Office and administration		760,517	673,751
Share-based compensation	5,6	1,394,331	2,476,866
Transfer agent and listing fees		100,366	84,120
Travel		75,440	50,158
		3,934,555	4,762,264
OTHER ITEMS
Gain on foreign exchange		129,763	5,744
Write-off of receivables	4	(200,657)	(263,582)
Interest income		497,301	808,410
LOSS FOR THE YEAR		$ (3,508,148)	$ (4,211,692)
Items that may be reclassified subsequently to profit and loss:
Currency translation adjustment		513,154	(133,023)
Items that will not be reclassified subsequently to profit and loss:
Change in fair market value of long-term investments	7	56,750	228,750
Comprehensive loss for the year		$ (2,938,244)	$ (4,115,965)
Loss per share - basic and diluted		$ (0.03)	$ (0.03)
Weighted average number of common shares outstanding:
Basic and Diluted		124,864,136	124,587,916

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

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Regulus Resources Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Expressed in Canadian Dollars, except shares)

	Number of Shares	Capital Stock	Share Compensation Reserve	Accumulated Other Comprehensive Loss		Total
				Deficit	Total
Balance, September 30, 2023	124,508,818	$137,721,097	$17,873,116	$(5,612,177)	$(79,894,554)	$70,087,482
Exercise of stock options	150,000	216,667	(71,667)	-	-	145,000
Share-based compensation	-	-	2,476,866	-	-	2,476,866
Change in fair market value of long-term Investments	-	-	-	228,750	-	228,750
Currency translation adjustment	-	-	-	(133,023)	-	(133,023)
Loss for the year	-	-	-	-	(4,211,692)	(4,211,692)
Balance, September 30, 2024	124,658,818	137,937,764	20,278,315	(5,516,450)	(84,106,246)	68,593,383
Cashless exercise of stock options	814,577	742,395	(742,395)	-	-	-
Share-based compensation	-	-	1,160,797	-	-	1,160,797
Change in fair market value of long-term Investments	-	-	-	56,750	-	56,750
Currency translation adjustment	-	-	-	513,154	-	513,154
Loss for the year	-	-	-	-	(3,508,148)	(3,508,148)
Balance, September 30, 2025	125,473,395	$138,680,159	$20,696,717	$(4,946,546)	$(87,614,394)	$66,815,936

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

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Regulus Resources Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Canadian Dollars)

For the years ended September 30, 2025 and 2024

	2025	2024
Cash Flows from Operating Activities
Loss for the year	$ (3,508,148)	$ (4,211,692)
Items not affecting cash:
Accretion	11,864	-
Amortization	55,838	52,835
Share-based compensation	1,394,331	2,476,866
Write-off of receivables	200,657	263,582
Changes in non-cash working capital items:
Receivables	(216,860)	(228,754)
Prepaid expenses and deposits	(13,470)	(12,582)
Accounts payable and accrued liabilities	(190,152)	(27,295)
Due from/to related party	48,363	(25,537)
Net cash used in operating activities	(2,217,577)	(1,712,577)
Cash Flows from Investing Activities
Lease payments	-	(4,800)
Exploration and evaluation assets	(3,615,827)	(3,260,620)
Decommissioning liability payments	-	(103,000)
Net cash used in investing activities	(3,615,827)	(3,368,420)
Cash Flows from Financing Activities
Proceeds from exercise of options	-	145,000
Net cash provided by financing activities	-	145,000
Effect of foreign exchange on cash and cash equivalents	492,308	(139,883)
Change in cash and cash equivalents for the year	(5,341,096)	(5,075,880)
Cash and cash equivalents, beginning	13,347,664	18,423,544
Cash and cash equivalents, ending	$ 8,006,568	$ 13,347,664

Supplemental disclosures with respect to cash flows (Note 9)

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

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Regulus Resources Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended September 30, 2025 and 2024 (Expressed in Canadian Dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

Regulus Resources Inc. (“Regulus” or the “Company”) is a Canadian publicly traded mineral exploration company formed on December 16, 2010. The Company’s common shares are listed in the TSX Venture Exchange (“TSX-V”) under the symbol “REG”. The Company is domiciled and incorporated in Canada, and its registered and records office is located at 15th Floor, Bankers Court, 850 - 2nd St SW Calgary, Alberta T2P 0R8.

The Company owns interests in multiple mineral titles and claims in Peru. The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves and confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements and to complete the development of properties, and upon future profitable production or proceeds from the disposition thereof. At the date of these consolidated financial statements, the Company has not been able to identify a known body of commercial grade ore on any of its exploration and evaluation assets. The ability of the Company to realize the costs it has incurred to date on these exploration and evaluation assets is dependent upon the Company being able to identify a commercial ore body, to finance its exploration costs and to resolve any environmental, regulatory or other constraints which may hinder the successful development of the exploration and evaluation assets. To date, the Company has not earned revenues and is considered to be in the exploration stage. As at September 30, 2025, the Company had working capital of $7,218,935 (2024 - $12,698,726). Management believes that the Company has sufficient working capital to maintain its operations and activities for the next fiscal year.

The Company’s business may be affected by changes in political and market conditions, such as interest rates, availability of credit, inflation rates, changes in laws, and national and international circumstances. Recent geopolitical events, including, relations between NATO and the Russian Federation regarding the situation in Ukraine, the ongoing conflict in the Middle East, changing US trade and foreign policies, and potential economic global challenges, such as the risk of higher inflation and interest rates, may create further uncertainty and risk with respect to the prospects of the Company’s business.

These consolidated financial statements were authorized by the audit committee and approved by the board of directors of the Company on January 28, 2026.

2. BASIS OF PRESENTATION AND MATERIAL ACCOUNTING POLICIES

(i) Basis of presentation and measurement

These consolidated financial statements have been prepared in accordance with IFRS Accountings Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The consolidated financial statements have been prepared on a historical cost basis, except for financial instruments which are stated at their fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

a) Basis of consolidation

These consolidated financial statements include the financial statements of the Company and the entities controlled by the Company (Note 6). Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

Subsidiaries are all entities over which the Company has control. Subsidiaries are fully consolidated from the date on which control is obtained by the Company and are de-consolidated from the date that control ceases.

All intercompany balances, transactions, income and expenses have been eliminated upon consolidation.

b) Translation of foreign currencies

Functional currency

The functional currency is the currency of the primary economic environment in which the entity operates and is determined for each entity within the Company. The functional currency for the entities within the Company are: the Canadian dollars (“CAD”) for Regulus Resources Inc. and the United States dollars (“US”) for Southern Legacy Minerals Inc., Regulus Resources Peru S.A.C., KoriAnta S.A.C., Anta Norte S.A.C., and Centaurus Holding S.A.C. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates.

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Regulus Resources Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended September 30, 2025 and 2024
(Expressed in Canadian Dollars)

Presentation currency

The Company’s presentation currency is the CAD $.

Transactions and balances

Transactions denominated in currencies other than the entities’ functional currency are recorded at exchange rates prevailing on the dates of the transactions. At the end of each reporting period, monetary assets and liabilities of an entity that are denominated in foreign currencies are translated at the rate of exchange at the consolidated statement of financial position date while non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. At the end of each reporting period, functional currency is translated into presentation currency at the period end rate. Exchange gains and losses arising on translation are included in the consolidated statements of operations and comprehensive loss.

c) Cash and cash equivalents

Cash and cash equivalents are comprised of cash deposits totaling $3,601,607 (2024: $3,055,978) and short-term highly liquid investments totaling $4,404,961 (2024: $10,291,686) that are readily convertible into known amounts of cash, and that are subject to an insignificant risk of changes in value.

d) Financial instruments

Financial assets

Financial assets are classified in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (“FVOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition.

(i) Financial assets at FVTPL

Financial assets classified as FVTPL are initially recorded at fair value, with transaction costs expensed in the consolidated statements of operations and comprehensive loss. Subsequent changes in fair value are recognized in consolidated statements of operations and comprehensive loss.

(ii) Financial assets at FVOCI

Financial assets classified as FVOCI are initially recognized at fair value plus transaction costs. Subsequent changes in fair value are recognized in other comprehensive income (loss). For investments in equity instruments that are not held for trading, the Company may make an irrevocable election at initial recognition, on an instrument-by-instrument basis, to present subsequent changes in fair value in other comprehensive income (loss). Amounts recognized in other comprehensive income (loss) are not recycled to profit or loss on disposal but are transferred directly within equity.

(iii) Financial assets at amortized cost

Financial assets are classified at amortized cost if the objective of the business model is to hold the financial asset for the collection of contractual cash flows, and the assets’ contractual cash flows are comprised solely of payments of principal and interest.

Impairment of financial assets

The Company assesses at each reporting date whether a financial asset measured at amortized cost or FVOCI debt instruments is impaired. IFRS 9 requires an expected credit loss (ECL) model, which recognizes a loss allowance based on the expected credit losses over the life of the financial asset.

An impairment loss is recognized in the consolidated statements of operations and comprehensive loss. The carrying amount of the financial asset is reduced by the loss allowance, but the asset remains on the balance sheet until derecognition.

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Regulus Resources Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended September 30, 2025 and 2024

(Expressed in Canadian Dollars)

Financial liabilities

Financial liabilities are initially recorded at fair value and subsequently measured at amortized cost, unless they are required to be measured at FVTPL (such as derivatives) or the Company has elected to measure at FVTPL.

The following table shows the classification under IFRS 9:

Financial Assets/Liabilities	IFRS 9
Cash and cash equivalents	Amortized cost
Receivables	Amortized cost
Investments	FVOCI
Due to/from related parties	Amortized cost
Accounts payable and accrued liabilities	Amortized cost

Derecognition of financial assets and liabilities

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. Gains and losses on derecognition are generally recognized in the consolidated statements of operations and comprehensive loss. However, gains and losses on derecognition of financial assets classified as FVOCI remain within accumulated other comprehensive income (loss). The Company derecognizes financial liabilities only when its obligations under the financial liabilities are settled, cancelled or expired. 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 the consolidated statements of operations and comprehensive loss.

e) Property and equipment

Property and equipment is stated at cost less accumulated amortization and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with such costs will flow to the Company and cost can be measured reliably. The carrying amount of a replaced asset is derecognized when replaced. Repairs and maintenance costs are charged to the consolidated statements of operations and comprehensive loss during the year in which they are incurred.

The major categories of equipment are amortized as follows:

• Vehicles: 30% declining balance basis
• Office furnishings: 20% declining balance basis
• Equipment: 30% declining balance basis

The Company allocates the amount initially recognized in respect of an item of equipment to its significant parts and amortizes separately each such part. Residual values, method of amortization and useful lives are reviewed annually and adjusted if appropriate.

Gains and losses on disposals of equipment are determined by comparing the proceeds with the carrying amount of the asset and are included as part of other gains and losses in the consolidated statements of operations and comprehensive loss.

f) Leases

At the inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset (an "ROU asset"), the Company assesses whether:

• the contract involves the use of an identified asset, either explicitly or implicitly, including consideration of supplier substitution rights;
• the Company has the right to obtain substantially all the economic benefits from the use of the asset throughout the period

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Regulus Resources Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended September 30, 2025 and 2024
(Expressed in Canadian Dollars)

• of use; and
• the Company has the right to direct the use of the asset.

The ROU asset is initially measured based on the initial amount of the lease liability plus any initial direct costs incurred less any lease incentives received. The ROU asset is depreciated to the earlier of the end of the useful life or the lease term using either the straight-line or units-of-production method, depending on which method more accurately reflects the expected pattern of consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise the option. The ROU asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. The lease liability is measured at amortized cost using the effective interest method and remeasured when there is a change in future lease payments. Future lease payments can arise from a change in an index or rate, if there is a change in the Company’s estimate of the expected payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured, a corresponding adjustment is made to the carrying amount of the ROU asset, or recognized in the consolidated statements of operations and comprehensive loss if the carrying amount of the ROU asset has been reduced to zero.

g) Exploration and evaluation assets

Costs related to pre-exploration are expensed as incurred while costs related to the acquisition, exploration and development of exploration and evaluation assets are capitalized by property until the commencement of commercial production. Each of the Company’s exploration and evaluation assets is considered to be a cash generating unit. If commercially profitable ore reserves are developed, capitalized costs of the related property are reclassified as mining assets and amortized using the unit of production method. If, after management review, it is determined that capitalized acquisition, exploration and development costs are not recoverable over the estimated economic life of the property, the property is abandoned or management deems there to be an impairment in value, the property is written down to its net realizable value.

Any option payments or royalties received by the Company from third parties or tax credits refunded to the Company are credited to the capitalized cost of the exploration and evaluation assets. If payments received exceed the capitalized cost of the exploration and evaluation assets, the excess is recognized as income in the year received. The amounts shown for exploration and evaluation assets do not necessarily represent present or future values. Their recoverability is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development and future profitable production or proceeds from the disposition thereof.

h) Impairment and impairment reversals of non-current assets

At the end of each reporting period, the Company’s assets are reviewed to determine whether there is an indication that those assets may be impaired. If such an indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and an impairment loss is recognized in profit or loss for the period. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but not to an amount that would exceed the original carrying amount in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

i) Provision for decommissioning liability

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of exploration and evaluation assets and equipment when those obligations result from the acquisition, construction, development or normal operation of assets. The net present value of future rehabilitation costs is capitalized to exploration and evaluation assets along with a corresponding increase in the rehabilitation provision in the period incurred.

Pre-tax discount rates that reflect the time value of money are used to calculate the net present value. The rehabilitation asset is depreciated on the same basis as exploration and evaluation assets.

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Regulus Resources Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended September 30, 2025 and 2024
(Expressed in Canadian Dollars)

The Company’s estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to exploration and evaluation assets and the rehabilitation provision. The Company’s estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates.

Changes in the net present value, excluding changes in the Company’s estimates of reclamation costs, are charged to the consolidated statements of operations and comprehensive loss for the year.

j) Share-based compensation

The Company maintains share-based compensation plan under which stock options may be granted to directors, officers, employees and consultants to acquire common shares of the Company. The terms of the plan permit the Company, at its discretion, to settle vested options either through the issuance of equity instruments or through a cash payment.

When stock options are settled through the issuance of equity instruments, the fair value of stock options is measured on the date of grant, using the Black-Scholes option pricing model and is recognized as share-based compensation over the vesting period. Consideration paid for the shares on the exercise of stock options is credited to share capital stock. When stock options are settled in cash, a liability is recognized for the fair value of the obligation. The liability is initially measured at fair value and subsequently remeasured at each reporting date and at the date of settlement, with changes in fair value recognized in profit or loss over the vesting period.

In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of goods or services received.

k) Income taxes

Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities which affect neither accounting nor taxable loss as well as differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the consolidated statement of financial position date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

l) Loss per share

Basic loss per share is calculated by dividing the results of operations attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per share is determined by adjusting the loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares, which comprise share options. In the Company's case, diluted loss per share is the same as basic loss per share as the effects of including all outstanding options would be anti-dilutive.

m) Estimation uncertainty and judgements in applying the Company’s accounting policies

The preparation of consolidated financial statements in accordance with IFRS Accounting Standards requires the use of certain critical accounting estimates and judgements. These estimates and judgements are based on management’s best knowledge of the relevant facts and circumstances taking into account previous experience, but actual results may differ materially from the amounts included in the financial statements.

---

Regulus Resources Inc. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended September 30, 2025 and 2024 (Expressed in Canadian Dollars)

Areas where estimation uncertainty and accounting policy judgements have the most significant effect on the amounts recognized in the consolidated financial statements include:

Impairment of exploration and evaluation assets

Determining if there are any facts and circumstances indicating impairment loss or reversal of impairment losses is a subjective process involving judgement and a number of estimates and interpretations. Determining whether to test for impairment of exploration and evaluation assets requires management's judgement, and consideration of whether the period for which the Company has the right to explore in the specific area has expired or will expire in the near future, and is not expected to be renewed; substantive expenditure on further exploration and evaluation of mineral resources in a specific area is neither budgeted nor planned; exploration for and evaluation of mineral resources in a specific area have not led to the discovery of commercially viable quantities of mineral resources and the Company has decided to discontinue such activities in the specific area; or sufficient data exists to indicate that, although a development in a specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

Functional currency

Each entity within the Company determines its own functional currency, and the items included in the financial statements of each entity are measured using that functional currency. The functional currency determination involves certain judgements in evaluating the primary economic environment, and the Company reconsiders the functional currencies of each entity if there is a change in the underlying transactions, events and conditions which determine the primary economic environment.

Fair value of stock options and warrants

Determining the fair value of warrants and stock options requires judgements related to the choice of a pricing model, the estimation of stock price volatility, the expected forfeiture rate and the expected term of the underlying instruments. Any changes in the estimates or inputs utilized to determine fair value could result in a significant effect on the Company's future operating results or on other components of shareholders' equity.

Carrying value and recoverability of exploration and evaluation assets

The carrying amount of Company's exploration and evaluation assets does not necessarily represent present or future values and the Company's exploration and evaluation assets have been accounted for under the assumption that the carrying amount will be recoverable. Recoverability is dependent on various factors, including the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development and upon future profitable production or disposition of the mineral properties. Additionally, there are numerous geological, economic, environmental and regulatory factors and uncertainties that could affect management's assessment of the overall viability of its properties or to the likelihood of generating future cash flows necessary to recover the carrying value of the Company's exploration and evaluation assets.

To the extent that any of management's assumptions change there could be a significant effect on the Company's future financial position, operating results and cash flows.

Income taxes

The estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Company's ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income, which in turn is dependent upon the successful discovery, extraction, development or commercialization of mineral reserves. To the extent that management's assessment of the Company's ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets and deferred income tax provisions or recoveries could be affected.

Decommissioning costs

Upon retirement of the Company's exploration and evaluation assets, decommissioning costs will be incurred by the Company. Estimates of these costs are subject to uncertainty associated with the method, timing and extent of future decommissioning activities. The liability, the related asset and the corresponding expense are affected by estimates with respect to the costs and timing of decommissioning.

---

Regulus Resources Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended September 30, 2025 and 2024

(Expressed in Canadian Dollars)

(ii) Recent accounting pronouncements

Accounting standards adopted during the year

During the year, the Company adopted the following standard:

IAS 1 Presentation of Financial Statements. In January 2020 and October 2022, the IASB issued amendments to IAS 1, Presentation of Financial Statements, clarifying the classification of liabilities as current or non-current based on rights existing at the reporting date and introducing additional disclosure requirements for non-current liabilities with covenants. The amendments are effective January 1, 2024 and were adopted retrospectively. The Company assessed the amendments and determined that they do not have a significant impact on its financial statements.

Accounting standards and amendments issued but not yet adopted

The Company has not applied the following standard that has been issued but not yet effective:

IFRS 18 Presentation and Disclosure in Financial Statements. In April 2024, the IASB issued IFRS 18 - Presentation and Disclosure in Financial Statements, which will replace IAS 1, Presentation of Financial Statements. IFRS 18 aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, including additional defined subtotals, enhanced disclosures on management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 includes limited amendments to IAS 7, Statement of Cash Flows. IFRS 18 is effective for annual periods beginning on or after January 1, 2027, with early adoption permitted. Management believes that IFRS 18 will likely have a material impact on the Company's presentation of its consolidated financial statements.

3. EXPLORATION AND EVALUATION ASSETS

Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mining properties. The Company has investigated title to its exploration and evaluation assets and, to the best of its knowledge, title to its property is in good standing.

The exploration and evaluation assets in which the Company has an interest are located in Peru, therefore the Company is relying on title opinions by legal counsel who are basing such opinions on the laws of Peru.

	AntaKori, Peru
Balance, September 30, 2023	$ 51,723,583
Additions:
Change in estimates related to decommissioning liability	93,600
Field operations	1,782,513
Labour	1,081,407
Third party services	136,439
	3,093,959
Foreign exchange movement	(6,223)
Balance, September 30, 2024	$ 54,811,319
Additions:
Field operations	2,201,835
Labour	1,295,544
Third party services	89,111
	3,586,490
Foreign exchange movement	1,604
Balance, September 30, 2025	$ 58,399,413

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Regulus Resources Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended September 30, 2025 and 2024
(Expressed in Canadian Dollars)

AntaKori Project, Peru

The Company has acquired the AntaKori project through the execution of option agreements between its 100% owned subsidiary, Regulus Resources Peru S.A.C. ("Regulus Peru"), and various land owners. Option payments in the amount of US$7,460,062 were completed by the year ended September 30, 2017, with no payments remaining.

During the year ended September 30, 2017, the Company finalized the execution of a definitive agreement (the "Colquirummi DA") with Compañía Minera Colquirrumi S.A. ("Colquirrumi"), which holds mineral concessions immediately adjacent to, and inter-fingering with the Company's AntaKori project. The Colquirummi DA allowed the Company to earn-in to a 70% interest in ground held by Colquirrumi by completing 7,500 m of drilling within 3 years from obtaining necessary permits to drill. The Company received the drilling permits in Q4-2019. The agreement assigned certain mining concessions to the Company's Peruvian subsidiary, Anta Norte S.A.C., to allow for exploration work to be performed on those claims by the Company during the term of the agreement. Upon notification that the Company had completed 7,500 m of drilling and elected to obtain a 70% interest in the property, Colquirrumi had a one-time option (the "Clawback Option") to claw-back to a 70% interest in the property (leaving 30% to the Company) by paying the Company the sum of US$9,000,000. During the year ended September 30, 2023, the Company notified Colquirrumi that it had completed the 7,500 m of drilling and Colquirummi decided not to exercise its Claw-back Option, leaving the Company with a 70% interest in the property. During the year ended September 30, 2024, the Company executed a further agreement with Colquirrumi (the "Second Colquirummi Agreement") to acquire the remaining 30% interest in the property in exchange for granting Colquirummi a 2% net smelter return royalty ("NSR") (the "Colquirummi NSR"), of which 0.5% can be repurchased within 10 years in exchange for US$1,000,000. The Second Colquirrumi Agreement replaced the Colquirummi DA.

In addition to the Colquirummi NSR, the Company is subject to paying NSRs ranging from 0.1875% - 2% to underlying holders of the AntaKori claims. As at September 30, 2025, accounts payable include nil (2024 - nil) relating to these royalties.

During the year ended September 30, 2024, the Company executed a collaboration agreement (the "Coimolache MOU") with Compañía Minera Coimolache S.A. ("Coimolache") to evaluate the viability of an integrated Coimolache Sulphides/AntaKori copper-gold project.

The evaluation will consist of a mineral resource estimate ("MRE") with the option, upon mutual agreement of the parties following the completion of the MRE, to complete a preliminary economic assessment. Costs of the evaluation program will be split with the Company paying 50% and Coimolache paying 50%.

Osisko Partnership

During the year ended September 30, 2021, the Company closed a previously announced strategic partnership whereby it agreed to grant certain rights to Osisko Gold Royalties Ltd. ("Osisko") in exchange for an upfront cash payment (the "Upfront Payment") of US$12,500,000 ($16,198,751). These rights include the following: (i) in the event Regulus acquires any existing royalties within the current AntaKori project area or within a 1 km area of interest surrounding the project on claims owned 100% by Regulus, Osisko has the option to acquire 50% of the acquired royalty by paying 75% of the Company's purchase price for the royalty; (ii) Osisko will have a right of first refusal on all future royalty or stream transactions in relation to claims on the AntaKori project where the Company has 100% ownership, or on any additional claims the Company might acquire with 100% ownership within the area of interest described above; and (iii) should the Company receive a royalty or stream as consideration for the sale of AntaKori, Osisko will have a right of first refusal should the Company later choose to sell that royalty or stream. Under the Osisko agreement, Osisko elected to acquire 50% of a royalty on the Mina Volare claim of the AntaKori project, which represents a 1.5% or 3% NSR, depending on location royalty, for 75% of the Company's purchase price for the royalty, with Osisko's acquisition cost for the royalty included in the Upfront Payment. The Company has retired the remaining 50% of the royalty. As such, the Royalty on the Mina Volare claim is now reduced to a 0.75% or 1.5%, depending on location, in favour of Osisko. In addition, the Company issued Osisko 5,500,000 warrants having a term of three years and an exercise price equal to $2.25 per share. The Company recorded a fair value of $1,177,236 for the 5,500,000 warrants to share compensation reserve, and the residual value of the remaining consideration to $15,021,515 to exploration and evaluation assets. The warrants were valued using the Black-Scholes pricing model with the following assumptions: term of 3 years; expected volatility of 62.33%; risk-free rate of 0.30%; and expected dividends of nil. These warrants expired December 1, 2023.

During the year ended September 30, 2023, the Company and Osisko amended the agreement for additional royalties whereby the Company received a $6,903,000 (US$ 5,000,000) investment from Osisko in exchange for an NSR ranging from 0.125% to 1.5% on certain claims of the Company's AntaKori project as well as a right held by to buy back a 1% NSR from a third party on certain claims of AntaKori.

The parties agreed that the obligations of the Company would be secured by the following:

a) a pledge of all the shares in the capital of Regulus Resources Peru S.A.C. ("Regulus Peru");
b) an assignment by the Company and Southern Legacy Minerals, Inc. of all intercompany loans and other amounts owing by Regulus Peru; and

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Regulus Resources Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended September 30, 2025 and 2024

(Expressed in Canadian Dollars)

c) a fiduciary trust or first mortgage in respect of the royalty and any surface rights or other rights relating thereto. The trust or mortgage is expected to be created in fiscal 2026, at which time the share pledge referred to above will terminate.

Gold Fields Option Agreement

During the year ended September 30, 2021, the Company entered into an option agreement whereby the Company can earn up to a 60% interest in certain claims from Gold Fields La Cima S.A., a subsidiary company of Gold Fields Ltd (the “GF Claims”).

The terms of the option agreement are summarized as follows:

• The Company can earn a 60% interest in the GF Claims by incurring US$3,500,000 in exploration expenditures over a 3-year term, including completing at least 2,500 m of diamond drilling and producing a 43-101 resource estimate incorporating the GF Claims. Upon completion, the Company and Gold Fields will form a joint venture with the Company having a 60% interest and Gold Fields a 40% interest. The 3-year term commences on the earlier of the date on which the Company receives all necessary drill program permits or within 2 years of the date of assignment of the concessions. The concessions were assigned on December 14, 2022 and the 3 year term commenced on December 14, 2024.

• Upon formation of the joint venture, Gold Fields will have a 60-day window to decide if they wish to acquire an additional 20% interest in the joint venture (the “Claw Back Right”), bringing their total interest to 60% and the Company’s position to 40%, in exchange for:

• A cash payment of US$7,500,000 to be paid to the Company.

• Sole funding US$5,000,000 in exploration commitments over a 5-year period.

• Upon finalizing the ownership structure of the joint venture, both parties will be required to fund their respective portions towards future exploration activities, and standard dilution policies will apply.

• Any party that dilutes below a 10% interest in the joint venture will effectively relinquish their pro rata ownership and will maintain a 1.5% Net Smelter Return Royalty (“NSR”) interest, 0.5% of which can be bought back by the other party for US$2,500,000 within 60 days of the announcement of commercial production on the property.

• If Gold Fields exercises its Claw Back Right, the Company will maintain a right to expand a mining operation from its existing claims onto the GF Claims (the “Development Right”) subject to the general principle that it does not interfere with current or planned mining activities of the joint venture at the time.

• Upon exercising the Development Right, the Company would pay the joint venture a 5% NSR (effectively a 3% NSR payable to Gold Fields, and a 2% NSR payable to the Company) for any minerals processed from the GF Claims.

• In addition, the Company would be responsible for all development costs, all operating costs, and all environmental and closure costs (closure costs and environmental costs for any stand-alone mining operation on the GF claims, would be paid by the joint venture).

The Development Right will also be available to the Company if Gold Fields does not exercise its Claw-Back Right, with a 5% NSR payable by the Company to the joint venture (effectively 2% NSR payable to Gold Fields and 3% NSR payable to the Company) on any minerals processed from the GF Claims, and the Company will be responsible for all development costs, all operating costs and all environmental and closure costs.

Fireweed

The Company holds a 0.5% NSR on the Fireweed project located in central British Columbia, Canada. The royalty will increase to 1.5% upon the pay out of an underlying 2% NSR to a third party, which is capped at $5,000,000.

4. RECEIVABLES

The Company’s receivables arise from various tax credits receivable from the Canadian and Peruvian government taxation authorities and advances. These are broken down as follows:

	September 30, 2025	September 30, 2024
Tax credits and advances receivable	$ 139,303	$ 119,938

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Regulus Resources Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended September 30, 2025 and 2024

(Expressed in Canadian Dollars)

During the year ended September 30, 2025, the Company wrote-off $200,657 (2024 - $263,582) of receivables to profit and loss. These receivables primarily related to Value Added Taxes (“VAT”) in Peru for which recoverability is uncertain.

5. CAPITAL STOCK AND SHARE COMPENSATION RESERVE

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

During the year ended September 30, 2025, no stock options were exercised for cash and 1,450,000 stock options were exercised under the less dilutive cashless exercise provision of the plan whereby 814,577 common shares were issued.

During the year ended September 30, 2024, 150,000 stock options were exercised for cash proceeds of $145,000.

Stock Options

The Company has a stock option plan (the “Plan”) for directors, officers, employees and consultants of the Company and its subsidiaries. The number of common shares subject to the stock options granted under the Plan is limited to 10% of the issued and outstanding common shares of the Company. The Plan provides for a maximum term of five years for stock options and sets the most favorable vesting terms as one-third of the total stock options granted on the day of the grant and on each of the first and second anniversaries of the date of grant.

The following table summarizes the Company’s option activity for the year ended September 30, 2025:

	Number of Options	Weighted Average Exercise Price
Outstanding, September 30, 2023	11,375,000	$ 1.28
Granted	5,475,000	0.92
Exercised for cash	(150,000)	0.97
Expired/forfeited	(5,425,000)	1.61
Oustanding, September 30, 2024	11,275,000	0.95
Exercised cashless	(1,450,000)	0.86
Outstanding, September 30, 2025	9,825,000	$ 0.97
Number of options currently exercisable	8,456,250	$ 0.98

The Company recognizes compensation expense for all stock options granted and vested using the fair value based method of accounting. During the year ended September 30, 2025, the Company recognized $1,394,331 (2024 - $2,476,866) in share-based compensation expense with respect to options granted and vested during the year.

The following table summarizes information about stock options outstanding at September 30, 2025:

Exercise Price	Number Outstanding	Number Exercisable	Expiry Date
$ 1.49	200,000	200,000	October 19, 2025
0.89	200,000	200,000	April 13, 2026
0.76	100,000	100,000	July 22, 2027
1.02	3,850,000	3,850,000	February 6, 2028
0.93	50,000	37,500	January 23, 2029
0.92	5,225,000	3,918,750	February 6, 2029
0.92	200,000	150,000	March 4, 2029
	9,825,000	8,456,250

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Regulus Resources Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended September 30, 2025 and 2024

(Expressed in Canadian Dollars)

The following weighted average assumptions were used for the Black-Scholes valuation of stock options granted:

	Year ended September 30, 2025	Year ended September 30, 2024
Risk-free interest rate	-	3.53%
Expected life of grant	-	5 years
Volatility	-	68.01%
Dividend	-	0.00%
Weighted average fair value per option	-	$0.57

Warrants

The following table summarizes movements in warrants outstanding:

	Number of Warrants	Weighted Average Exercise Price
Balance, September 30, 2023	5,500,000	$ 2.25
Warrants expired/forfeited	(5,500,000)	2.25
Balance September 30, 2024 and 2025	-	$ -

6. RELATED PARTY TRANSACTIONS

The consolidated financial statements include the financial statements of the Company and its subsidiaries listed in the following table:

Name of Subsidiary	Country of Incorporation	Proportion of Ownership Interest	Principal Activity
Southern Legacy Minerals Inc.	USA	100%	Holding company
Regulus Resources Peru S.A.C.	Peru	100%	Mineral exploration
KoriAnta S.A.C.	Peru	100%	Holding company
Anta Norte S.A.C.	Peru	99.90%	Mineral exploration
Centaurus Holding S.A.C.	Peru	100%	Holding company

During the year ended September 30, 2025, the Company entered into the following transactions with key management personnel and related parties.

a) Double Black Diamond Resources LLC. ("DBD Resources") is a private company controlled by Mr. John Black, CEO and a director of the Company. For the year ended September 30, 2025, DBD Resources was paid $245,439 (2024 - $237,724). Amounts paid to DBD Resources are classified as management fees expense in the consolidated statements of operations.

At September 30, 2025, the Company owed nil (2024 - nil) to DBD Resources.

b) For the year ended September 30, 2025, Mr. Fernando Pickmann, President, COO and a director of the Company, was paid $245,439 in consulting fees (2024 - $237,724). Amounts paid to Mr. Pickmann are classified as management fees in the consolidated statements of operations. A law firm at which Mr. Pickmann was a partner was also paid or accrued $67,177 (2024 - $145,265) for legal services. Legal fees paid to Mr. Pickmann's law firm are classified as legal expenses in the consolidated statements of operations.

At September 30, 2025, the Company owed nil (2024 - nil) to Mr. Pickmann and owed $874 (2024 - $970) to the law firm at which Mr. Pickmann was a partner.

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Regulus Resources Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended September 30, 2025 and 2024

(Expressed in Canadian Dollars)

c) Unicus Funds Ltd. (“Unicus”) is a private company controlled by Mr. Mark Wayne, CFO and a director of the Company. For the year ended September 30, 2025, Unicus was paid $84,375 (2024 – $75,000). Amounts paid to Unicus are classified as management fees expense in the consolidated statements of operations.

At September 30, 2025, the Company owed nil (2024 – nil) to Unicus.

d) K.B. Heather & Socios Limitada (The Rock Doctor Limitada) (“K.B. Heather”) is a private company controlled by Dr. Kevin B. Heather, Chief Geological Officer of the Company. For the year ended September 30, 2025, K.B. Heather was paid $210,376 (2024 – $200,881). Amounts paid to K.B. Heather are classified as management fees in the consolidated statements of operations.

At September 30, 2025, the Company owed nil (2024 – nil) to K.B. Heather.

e) At September 30, 2025, the Company owed $18,636 (2024 – $29,727 due from) to Aldebaran Resources Inc., a company with common directors and management.

f) The Company holds 1,000,000 common shares (2024 – 2,000,000 common shares) of Highway 50 Gold Corp. (“HWY”), a company with a director in common, included within long term investments. HWY consolidated its share capital on a 2:1 basis in February 2025.

Key Management Personnel: Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors.

The remuneration of directors and other members of key management personnel during the year ended September 30, 2025 and 2024 are as follows:

	Fees and Bonus	Share-based Benefits	Total
Year ended September 30, 2025
Chief Executive Officer	$ 245,439	$ 170,808	$ 416,247
Chief Geological Officer	210,376	169,813	380,189
Chief Financial Officer	84,375	169,813	254,188
Chief Operating Officer	245,439	169,813	415,252
Non-executive directors	-	94,774	94,774
	$ 785,629	$ 775,021	$ 1,560,650
Year ended September 30, 2024
Chief Executive Officer	$ 237,724	$ 373,490	$ 611,214
Chief Geological Officer	200,881	365,348	566,229
Chief Financial Officer	75,000	365,348	440,348
Chief Operating Officer	237,724	365,348	603,072
Non-executive directors	-	199,404	199,404
	$ 751,329	$ 1,668,938	$ 2,420,267

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Regulus Resources Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended September 30, 2025 and 2024

(Expressed in Canadian Dollars)

Long-term investment is comprised of holdings in publicly traded securities as follows:

7. LONG-TERM INVESTMENT

	Fair Value	Cost
Balance as at September 30, 2023	$ 273,500	$ 740,000
Fair market value adjustments	228,750	-
Balance as at September 30, 2024	502,250	740,000
Fair market value adjustments	56,750	-
Balance as at September 30, 2025	$ 559,000	$ 740,000

Although the ultimate amount of the decommissioning liability is uncertain, the best estimate of these obligations is based on information currently available. Significant closure activities include land rehabilitation, demolition of buildings and other costs. The following table presents the aggregate carrying amount of the obligation associated with the retirement of the mineral property interests.

8. DECOMMISSIONING LIABILITY

	September 30, 2025	September 30, 2024
Asset retirement obligation – beginning of year	$ 356,000	$ 360,000
Change in estimates	-	93,600
Incurred	-	(103,000)
Foreign exchange movement	10,225	5,400
Asset retirement obligation – end of year	$ 366,225	$ 356,000

The total amount of estimated undiscounted cash flows required to settle the Company's estimated obligation is $366,225 as at September 30, 2025 (2024 - $356,800), which is at face value as at September 30, 2025 and 2024. The decommissioning liability relates to the Company's Peru properties.

9. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

Other than disclosed elsewhere in these consolidated financial statements, the significant non-cash transactions for the year ended September 30, 2025 and 2024 included:

a) $315,423 (2024 - $343,156) in accounts payable and accrued liabilities related to exploration and evaluation assets.

b) $56,750 increase (2024 - $228,750) in fair value of long-term investment.

9. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

For the year ended September 30	2025	2024
Cash paid for income taxes	$ -	$ -
Cash paid for interest	$ -	$ -

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Regulus Resources Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended September 30, 2025 and 2024

(Expressed in Canadian Dollars)

10. SEGMENTED INFORMATION

The Company operates under one segment, that being the exploration and development of exploration and evaluation assets. Geographical information is as follows:

	Total Assets	Property, Plant and Equipment	Exploration and Evaluation Assets	Other Assets
September 30, 2025
Canada	$ 8,682,141	$ -	$ -	$ 8,682,141
Peru	59,177,971	634,585	58,399,413	143,973
	$ 67,860,112	$ 634,585	$ 58,399,413	$ 8,826,114
	Total Assets	Property, Plant and Equipment	Exploration and Evaluation Assets	Other Assets
September 30, 2024
Canada	$ 13,842,236	$ -	$ -	$ 13,842,236
Peru	55,653,282	581,088	54,811,319	260,875
	$ 69,495,518	$ 581,088	$ 54,811,319	$ 14,103,111
			2025	2024
Loss for the year ended September 30
Canada			$ 2,403,340	$ 3,372,085
Peru			1,104,808	839,607
			$ 3,508,148	$ 4,211,692

11. FINANCIAL AND CAPITAL 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.

The fair value of the Company's cash and cash equivalents, receivables, due (to) from related parties, and accounts payable and accrued liabilities approximate carrying value, which is the amount recorded on the consolidated statements of financial position. The Company's long-term investments, under the fair value hierarchy, are based on level one quoted prices in active markets for identical assets or liabilities.

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

Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations.

The Company's cash is held at large Canadian financial institutions in interest-bearing accounts. The Company has no investment in asset backed commercial paper.

The Company's receivables consist mainly of tax credits and advances receivable. The Company does not believe it is subject to significant credit risk.

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Regulus Resources Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended September 30, 2025 and 2024

(Expressed in Canadian Dollars)

Liquidity risk

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at September 30, 2025, the Company had a cash and cash equivalents balance of $8,006,568 to settle current liabilities of $1,044,176. Management believes that it has sufficient funds to meet its current liabilities as they become due.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.

a) Interest rate risk

The Company has cash balances. The interest earned on the cash balances approximates fair value rates, and the Company is not at significant risk to fluctuating interest rates.

b) Foreign currency risk

The Company is exposed to foreign currency risk on fluctuations related to cash, receivables and accounts payable and accrued liabilities that are denominated in US$, the Chilean peso (“C-Peso”) and the Peruvian nuevo sol (“PEN”). A 10% fluctuation in the US$, PEN against the Canadian dollar would affect accumulated other comprehensive loss for the year by approximately $736,000.

c) Price risk

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company. The Company currently maintains investments in certain publicly listed companies. There can be no assurance that the Company can exit these positions if required resulting in proceeds, which approximate the carrying amount of these investments. A 10% fluctuation in market prices would not have a significant effect on comprehensive income (loss).

Capital management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration and development of its exploration and evaluation assets, acquire additional mineral property interests and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. In the management of capital, the Company includes components of shareholders’ equity.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt, acquire or dispose of assets or adjust the amount of cash and investments. The Company currently is not subject to externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the year ended, September 30, 2025.

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Regulus Resources Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended September 30, 2025 and 2024

(Expressed in Canadian Dollars)

12. INCOME TAXES

A reconciliation of current income taxes at statutory rates with the reported taxes is as follows:

For the year ended September 30,	2025	2024
Loss for the year	$ (3,508,148)	$ (4,211,692)
Expected income tax (recovery)	$ (948,000)	$ (1,137,000)
Change in statutory, foreign tax, foreign exchange rates and other	688,000	(29,000)
Permanent differences	(365,000)	656,000
Adjustment to prior year tax estimates	(7,770,000)	344,000
Expiry of non-capital losses	2,000	-
Change in unrecognized deductible temporary differences	8,391,000	166,000

The significant components of the Company's temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated statements of financial position are as follows:

	2025	Expiry Date Range	2024	Expiry Date Range
Temporary Differences
Exploration and evaluation assets	$ 1,049,000	No expiry date	$ 1,368,000	No expiry date
Property and equipment	67,000	No expiry date	57,000	No expiry date
Share issue costs	39,000	2046 to 2047	59,000	2045 to 2047
Marketable securities	181,000	No expiry date	238,000	No expiry date
Lease liabilities	106,000	No expiry date	-	No expiry date
Allowable capital losses	25,834,000	No expiry date	25,834,000	No expiry date
Non-capital losses available for future periods	67,840,000	2026 to 2045, indefinite	39,047,000	2026 to 2043, indefinite
	$ 95,116,000		$ 66,603,000

13. SUBSEQUENT EVENTS

Subsequent to September 30, 2025, the Company:

1. Issued 71,273 common shares in relation to the cashless exercise of 200,000 incentive stock options with an exercise price of $1.49 and,
2. Granted incentive stock options to an employee to purchase up to 100,000 common shares at a price of $3.80 per share for five years, pursuant to its stock option plan. These stock options will vest over a two-year period.