AI assistant
Relevant Gold Corp. — Audit Report / Information 2026
Apr 8, 2026
48170_rns_2026-04-08_28128759-98ce-4ee3-948f-51e19d35003e.pdf
Audit Report / Information
Open in viewerOpens in your device viewer
==> picture [506 x 96] intentionally omitted <==
Relevant Gold Corp.
Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars)
INDEPENDENT AUDITOR’S REPORT
TO THE SHAREHOLDERS OF RELEVANT GOLD CORP.
Opinion
We have audited the consolidated financial statements of Relevant Gold Corp. and its subsidiaries (the "Company"), which comprise:
-
♦ the consolidated statements of financial position as at, 2025 and 2024;
-
♦ the consolidated statements of loss and comprehensive loss for the years then ended;
-
♦ the consolidated statements of changes in shareholders' equity for the years then ended;
-
♦ the consolidated statements of cash flows for the years then ended; and
-
♦ the notes to the consolidated financial statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2025 and 2024, and its consolidated financial performance and consolidated cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”).
Basis for Opinion
We conducted our audits 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 audits is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company has not generated any revenue from operations and has an accumulated deficit of $24,618,830 as at December 31, 2025. These events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. 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.
Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our auditor’s report.
Other Information
Management is responsible for the other information. The other information comprises the information included in 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 identified above 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. 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.
-
♦ Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Company as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes 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 Karen Ka Yee Cheng.
==> picture [81 x 26] intentionally omitted <==
Chartered Professional Accountants
Vancouver, British Columbia April 7, 2026
RELEVANT GOLD CORP. Consolidated Statements of Financial Position
(Expressed in Canadian dollars)
| Note December 31, 2025 |
December 31, 2024 |
|---|---|
| $ ASSETS Current Cash 3,766,805 Goods and services tax recoverable 17,602 Prepaid expenses and deposits 5 244,561 |
$ 197,193 9,594 79,666 |
| 4,028,968 Reclamation bonds 6 334,486 Equipment 7 137,511 |
286,453 212,813 - |
| Total assets 4,500,965 |
499,266 |
| LIABILITIES Current Accounts payable and accrued liabilities 12 434,931 Decommissioning liability 9 54,743 |
221,147 44,941 |
| Total liabilities 489,674 |
266,088 |
| SHAREHOLDERS’ EQUITY Share capital 10(b) 26,712,243 Reserves 1,917,878 Deficit (24,618,830) |
15,333,297 1,090,882 (16,191,001) |
| Total shareholders’ equity 4,011,291 |
233,178 |
| Total liabilities and shareholders’ equity 4,500,965 |
499,266 |
Nature of operations and going concern (Note 1) Subsequent events (Note 16)
Approved and authorized for issue on behalf of the Board of Directors;
/s/ “Sarah Weber” /s/ “Rob Bergmann” Director Director
The accompanying notes are an integral part of these consolidated financial statements.
4
RELEVANT GOLD CORP. Consolidated Statements of Loss and Comprehensive Loss
(Expressed in Canadian dollars, except for number of shares)
| Years ended December 31, Note 2025 2024 |
Years ended December 31, Note 2025 2024 |
|---|---|
| $ Operating expenses Consulting 12 100,674 Exploration and evaluation 7, 8, 9, 12 6,101,560 Filing fees 52,494 General and administrative 12 383,791 Investor relations 12 253,550 Management fees 12 540,423 Professional fees 12 128,106 Share-based compensation 10(d),12 868,276 |
$ 60,062 2,413,768 50,577 202,174 232,976 468,461 144,870 34,422 |
| 8,428,874 Other income (expense) Foreign exchange loss (91,457) Other expense - Interest income 92,502 |
3,607,310 (21,802) (12,106) 6,622 |
| Net loss and comprehensive loss (8,427,829) |
(3,634,596) |
| Net loss per share Basic and diluted (0.08) Weighted average number of shares outstanding Basic and diluted 101,240,972 |
(0.05) 69,175,056 |
The accompanying notes are an integral part of these consolidated financial statements.
5
RELEVANT GOLD CORP. Consolidated Statements of Cash Flows
(Expressed in Canadian dollars)
| Years ended December 31, 2025 2024 |
Years ended December 31, 2025 2024 |
|---|---|
| $ Operating activities Net loss and comprehensive loss (8,427,829) Adjustments for: Depreciation included in exploration and evaluation 17,899 Shares issued for acquisition of Golden Buffalo Gold Property - Decommissioning expense (recovery), net of accretion 12,308 Share-based compensation 868,276 Unrealized foreign exchange loss 5,835 Changes in non-cash working capital: Goods and services tax recoverable (8,008) Prepaid expenses and deposits (164,895) Accounts payable and accrued liabilities 252,430 |
$ (3,634,596) - 270,000 (106,837) 34,422 9,458 8,054 (43,855) (233,343) |
| Cash used in operating activities (7,443,984) |
(3,696,697) |
| Investing activities Purchase of reclamation bonds (130,014) Purchase of equipment (155,410) |
(71,295) - |
| Cash used in investing activities (285,424) |
(71,295) |
| Financing activities Proceeds from issuance of shares, net of issuance costs 8,405,834 Proceeds from exercise of warrants 2,893,186 |
2,913,604 - |
| Cash provided by financing activities 11,299,020 |
2,913,604 |
| Change in cash 3,569,612 Cash, beginning of the year 197,193 |
(854,388) 1,051,581 |
| Cash, end of theyear 3,766,805 |
197,193 |
| Supplemental cash flow information: Cash interest received 92,502 Cash income tax paid - Share issuance costs included in accounts payable and accrued liabilities - |
6,622 - 38,646 |
The accompanying notes are an integral part of these consolidated financial statements.
6
RELEVANT GOLD CORP. Consolidated Statements of Changes in Shareholders’ Equity
(Expressed in Canadian dollars, except number of shares)
| Total | |||||
|---|---|---|---|---|---|
| Common | shareholders’ | ||||
| shares | Share capital | Reserves | Deficit | equity | |
| # | $ | $ | $ | $ | |
| Balance, December 31, 2023 | 62,291,226 | 12,214,172 | 1,030,627 | (12,556,405) | 688,394 |
| Shares issued for acquisition of Golden Buffalo Gold Property | 1,500,000 | 270,000 | - | - | 270,000 |
| Units issued in private placements, net of issuance costs | 10,881,300 | 2,849,125 | 25,833 | - | 2,874,958 |
| Share-based compensation | - | - | 34,422 | - | 34,422 |
| Net loss and comprehensive loss for the year | - | - | - | (3,634,596) | (3,634,596) |
| Balance, December 31, 2024 | 74,672,526 | 15,333,297 | 1,090,882 | (16,191,001) | 233,178 |
| Shares issued in a private placement, net of issuance costs | 28,447,333 | 8,444,480 | - | - | 8,444,480 |
| Warrants exercised | 15,809,102 | 2,934,466 | (41,280) | - | 2,893,186 |
| Share-based compensation | - | - | 868,276 | - | 868,276 |
| Net loss and comprehensive loss for the year | - | - | - | (8,427,829) | (8,427,829) |
| Balance, December 31, 2025 | 118,928,961 | 26,712,243 | 1,917,878 | (24,618,830) | 4,011,291 |
The accompanying notes are an integral part of these consolidated financial statements.
7
RELEVANT GOLD CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in Canadian dollars, except where noted)
1. NATURE OF OPERATIONS AND GOING CONCERN
Relevant Gold Corp. (the "Company”) was incorporated under the Business Corporations Act in British Columbia on July 30, 2020. The Company has interests in exploration and evaluation assets in the United States, and its principal business is the exploration and development of those assets. The head office, principal address, registered address, and records office of the Company is located at Suite #3000, Bentall Four-1055 Dunsmuir Street, Vancouver, BC, V7X 1K8.
The Company was listed on the Canadian Securities Exchange (“CSE”) under the symbol “RGC” from August 11, 2022 to August 8, 2023. On August 9, 2023, the Company’s common shares commenced trading on the TSX Venture Exchange under the symbol “RGC”. On September 18, 2023, the Company’s common shares commenced trading on the OTCQB Venture Market under the symbol “RGCCF”.
These audited consolidated financial statements for the years ended December 31, 2025 and 2024 (the “financial statements”) have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at December 31, 2025, the Company has not generated any revenue from operations and has an accumulated deficit of $24,618,830 (December 31, 2024 - $16,191,001). As at December 31, 2025, the Company had a working capital of $3,539,294 (December 31, 2024 - $20,365). Management intends to finance its operations with the proceeds from equity financings, and its current working capital. While the Company has been successful in obtaining financing in the past, there is no assurance that it will be able to obtain additional financing on a timely basis, acceptable terms, or at all.
The business of mining and exploration involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of exploration and evaluation expenses is dependent upon several factors. These include the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of these properties, and future profitable production or proceeds from disposition of mineral properties.
The above factors indicate the existence of material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. Should the Company be unable to continue as a going concern, asset and liability realization values may be substantially different from their carrying values. These financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.
2. BASIS OF PREPARATION
a) Statement of compliance
These financial statements were approved by the Board of Directors and authorized for issue on April 7, 2026.
These financial statements have been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IASB”) (“IFRS Accounting Standards”).
b) Basis of presentation
The financial statements have been prepared using the historical cost basis, except for certain financial instruments which are measured at fair value. In addition, the financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
c) Functional and presentation currency
These financial statements are presented in Canadian dollars, which is the functional currency of the Company and its subsidiary. References to “US$” are to United States dollars.
d) Basis of consolidation
These financial statements include the accounts of the Company and its subsidiary. All intercompany transactions and balances are eliminated on consolidation. Control exists where the parent entity has power over the investee and is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The subsidiary is included in the financial statements from the date control commences until the date control ceases.
8
RELEVANT GOLD CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in Canadian dollars, except where noted)
2. BASIS OF PREPARATION (continued)
These financial statements include the results of the Company’s only subsidiary, Relevant Gold Holdings US, Inc, which is incorporated in the United States and has a Canadian dollar functional currency.
3. MATERIAL ACCOUNTING POLICIES
a) Foreign currency translation
In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing at the dates of the transactions. At each period end, monetary assets and liabilities are translated using the period-end foreign exchange rate. Non-monetary assets and liabilities are translated using the historical exchange rate on the date of the transaction. Non-monetary assets and liabilities that are stated at fair value are translated using the historical exchange rate on the date that the fair value was determined. All gains and losses on translation of these foreign currency transactions are included in profit or loss.
b) Loss per share
Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted loss per share is computed similar to basic loss per share, except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common shares at the average market price during the reporting period.
Shares held in escrow, other than where their release is subject to the passage of time, are not included in the calculation of the weighted average number of common shares outstanding.
c) Share capital
The Company records proceeds from share issuances net of issue costs. Common shares issued for consideration other than cash are valued based on their market value at the date of issuance. Proceeds from the issuance of units are allocated between common shares and share purchase warrants on a residual value basis, wherein the fair value of the common shares is based on the market value on the date of announcement of the placement and the balance, if any, is allocated to the attached warrants.
d) Mineral property interests
The Company’s mineral property interests are comprised of mineral properties owned by the Company and rights to ownership of mineral properties, which the Company can earn through cash or share payments, incurring exploration and evaluation expenses or combinations thereof. The Company accounts for its mineral property interests by charging all acquisition and exploration costs to profit or loss as incurred and crediting all property sales and option proceeds to profit or loss. When the existence of a mineral reserve on a property has been established, future acquisition, exploration and development costs will be capitalized for that property, then amortized using the unit-of-production method following commencement of production.
e) Share-based compensation
The Company grants stock options to employees, directors, and consultants as an element of compensation. The fair value of the stock options is initially recorded in reserves and recognized over the vesting period as share-based compensation expense, and is determined using the Black-Scholes option pricing model with estimates at the date of the grant. At each reporting date prior to vesting, the cumulative expense representing the extent to which the vesting period has expired and management’s best estimate of the awards that are ultimately expected to vest is computed. The movement in cumulative expense is recognized in profit or loss with a corresponding entry within equity, against reserves. No expense is recognized for stock options that do not ultimately vest. When stock options are exercised, the proceeds received, together with any related amount in reserves, are credited to share capital.
Share-based compensation arrangements in which the Company receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions and measured at the fair value of the goods or services received unless the fair value cannot be estimated reliably. If the Company cannot reliably estimate the fair value of the goods or services received, the Company will measure their value by reference to the fair value of the equity instruments granted.
9
RELEVANT GOLD CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in Canadian dollars, except where noted)
3. MATERIAL ACCOUNTING POLICIES (continued)
f) Income taxes
Income tax consists of current and deferred tax expense. Income tax expense is recognized in profit or loss.
Current income tax
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 regard to previous years.
Deferred income tax
Deferred tax assets and liabilities are recognized for deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax losses carried forward. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized, or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in profit or loss in the period that substantive enactment occurs.
A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
Deferred tax assets and 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.
g) Financial instruments
The following is the Company’s accounting policy for financial instruments under IFRS 9 Financial Instruments .
Classification
The Company classifies its financial instruments in the following categories: at fair value through profit or loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”), or at amortized cost. The Company determines the classification of its financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, the Company can make an irrevocable election (on an instrument-byinstrument basis) on the day of acquisition to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.
Measurement
Financial assets at FVTPL
Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in comprehensive income (loss). Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are recognized in net income (loss) in the period in which they arise. Where management has opted to recognize a financial liability at FVTPL, any changes associated with the Company’s own credit risk will be recognized in other comprehensive income (loss).
Financial assets at FVTOCI
Elected investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTOCI are recognized in other comprehensive income (loss).
10
RELEVANT GOLD CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in Canadian dollars, except where noted)
3. MATERIAL ACCOUNTING POLICIES (continued)
g) Financial instruments (continued)
Financial assets measured at amortized cost
A financial asset is subsequently measured at amortized cost using the effective interest method, net of any impairment allowance.
Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.
Impairment of financial assets at amortized cost
The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company will recognize the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized as an impairment gain or loss in profit or loss.
Derecognition
A financial asset or, where applicable a part of a financial asset or part of a group of similar financial assets is derecognized when:
-
The contractual rights to receive cash flows from the asset have expired; or
-
The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset.
Financial liabilities
Financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument. A financial liability is derecognized when it is extinguished, discharged, cancelled or when it expires. Financial liabilities are classified as financial liabilities subsequently measured at amortized cost.
h) Decommissioning liability
The Company records a liability based on the best estimate of costs for site closure and reclamation activities that the Company is legally or constructively required to remediate. This liability is recognized at the time the environmental disturbance occurs. The provision for reclamation liabilities is estimated using expected cash flows for third party environmental rehabilitation.
The Company’s estimates of reclamation costs could change as a result of changes in regulatory requirements and assumptions regarding the amount of the future expenditures. These changes are recorded directly as an accretion adjustment with a corresponding entry to the decommissioning liability. The Company’s estimates are reviewed annually for changes in regulatory requirements, effects of inflation, and changes in estimates. Changes are charged to profit or loss for the period as the Company charges all acquisition and exploration costs to profit or loss as incurred. Restoration expense arising from subsequent environmental disturbance, which is incurred on an ongoing basis during exploration, is charged to exploration expenditures as incurred. The costs of reclamation that were included in the decommissioning liability are recorded against the provision as incurred.
11
RELEVANT GOLD CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in Canadian dollars, except where noted)
3. MATERIAL ACCOUNTING POLICIES (continued)
i) Pronouncements issued but not yet effective
On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements . IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and applies to comparative information. IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it may change what an entity reports as its ‘operating profit or loss’. Key new concepts introduced in IFRS 18 relate to: (i) the structure of the statement of profit or loss; (ii) required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management-defined performance measures); and (iii) enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. The Company is currently assessing the effects of IFRS 18 on the financial statements.
In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7 ). These amendments updated classification and measurement requirements in IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7 Financial Instruments: Disclosures . The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the ‘solely payments of principal and interest’ criterion, including financial assets that have environmental, social and corporate governance (“ESG”)-linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs and amended disclosures relating to equity instruments designated at fair value through other comprehensive income. The amendments are effective for annual periods beginning on or after January 1, 2026 with early application permitted. The Company is currently assessing the effect of these amendments on the financial statements.
j) Equipment
Equipment is stated at historical cost net of accumulated depreciation and impairment losses.
The cost of equipment consists of the purchase price and any costs directly attributable to bringing the asset to the location and condition necessary for its intended use.
The carrying amount of equipment is depreciated to its estimated residual value over the useful lives of the specific assets concerned. Depreciation starts on the date when commissioning is complete, and the asset is ready for its intended use.
A summary of the Company’s equipment, depreciation method, and annual depreciation rates is as follows:
| Depreciation | Estimated | Depreciation | |
|---|---|---|---|
| Method | Life | Rate | |
| Camp equipment | Double-declining balance | 7 years | 28.57% |
| Campimprovements | Straight-line | 15years | Life of lease |
k) Government Grants
Government grants received to subsidize exploration and evaluation activities are recognized in profit or loss over the period in which the related costs are incurred, provided there is reasonable assurance that the entity will comply with the conditions, and the grant will be received. The Company recognizes the government grant income as a cost recovery and therefore as a reduction in exploration and evaluation expenses in the statement of loss and comprehensive loss. The Company monitors compliance with all grant funding agreement conditions on an ongoing basis.
12
RELEVANT GOLD CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in Canadian dollars, except where noted)
4. SIGNIFICANT ACCOUNTING JUDGMENTS AND SOURCES OF ESTIMATION UNCERTAINTY
Significant assumptions about the future and other sources of estimation uncertainty that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
Valuation of share-based compensation
The Company uses the Black-Scholes option pricing model for valuation of share-based compensation recorded in connection with stock option grants and warrants issued as compensation. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate, and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company’s earnings and equity reserves.
Going concern
The assessment of the Company’s ability to continue as a going concern and to raise sufficient funds to pay for its ongoing operating and mineral property expenditures and meet its liabilities for the ensuing year as they fall due involves judgment based on historical experience and other factors including the expectation of future events that are believed to be reasonable under the circumstances. Management takes into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. Despite positive working capital and a healthy cash position at December 31, 2025, the Company will require significant cash resources to continue is exploration and evaluation and ultimately development of the projects. Management is aware that material uncertainties related to events or conditions exist that may cast significant doubt upon the Company’s ability to continue as a going concern.
5. PREPAID EXPENSES AND DEPOSITS
A summary of the Company’s prepaid expenses is as follows:
| December 31, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| $ | $ | |
| Exploration and evaluation deposits | 110,857 | - |
| Prepaid conferences | 106,200 | 56,250 |
| Other prepaid expenses | 27,504 | 23,416 |
| 244,561 | 79,666 |
6. RECLAMATION BONDS
A summary of the Company’s reclamation bonds is as follows:
| December 31, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| $ | $ | |
| Golden Buffalo Gold Property | 114,004 | 89,212 |
| Lewiston Gold Property | 76,779 | 123,601 |
| Bradley Peak | 143,703 | - |
| 334,486 | 212,813 |
During the year ended December 31, 2022, the Company paid $80,160 (US$62,000) for a reclamation bond for a drilling permit at Golden Buffalo Gold Property. During the year ended December 31, 2025, the Company paid for an additional reclamation bond increase of $29,151 (US$21,300). As at December 31, 2025, the value of the reclamation bond was $114,004 (US$83,300).
During the year ended December 31, 2023, the Company made payments of $59,517 (US$45,000) for a reclamation bond for a drilling permit at Lewiston Gold Property. On August 1, 2024, the Company paid for an additional reclamation bond increase of $55,211 (US$40,900). On January 17, 2025, the Company received a bond release of $42,840 (US$29,800) as a result of satisfying its reclamation obligations on land associated with the reclamation bond. As at December 31, 2025, the value of the reclamation bond was $76,779 (US$56,100).
13
RELEVANT GOLD CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in Canadian dollars, except where noted)
6. RECLAMATION BONDS (continued)
During the year ended December 31, 2025, the Company paid for a reclamation bond for a drilling permit at Bradley Peak. As at December 31, 2025, the value of the reclamation bond was $143,703 (US$105,000).
7. PROPERTY AND EQUIPMENT
A summary of the Company’s property and equipment is as follows:
| Camp | Camp | ||
|---|---|---|---|
| Equipment | Improvements | Total | |
| $ | $ | $ | |
| Cost | |||
| Balance, December 31, 2024 and 2023 | - | - | - |
| Additions | 112,047 | 43,363 | 155,410 |
| Balance, December 31, 2025 | 112,047 | 43,363 | 155,410 |
| Accumulated depreciation | |||
| Balance, December 31, 2024 and 2023 | - | - | - |
| Depreciation | 16,285 | 1,614 | 17,899 |
| Balance, December 31, 2025 | 16,285 | 1,614 | 17,899 |
| Carrying amount | |||
| Balance,December31,2024 | - | - | - |
| Balance, December 31, 2025 | 95,762 | 41,749 | 137,511 |
During the years ended December 31, 2025 and 2024, the Company recorded depreciation of $17,899 (2024 - $nil), which was included in exploration and evaluation expenses.
14
RELEVANT GOLD CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in Canadian dollars, except where noted)
8. EXPLORATION AND EVALUATION
A summary of the Company’s exploration and evaluation expenses is as follows:
| Years ended | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| $ | $ | |
| Bradley Peak Property | ||
| Analysis | 232,408 | 50,699 |
| Claim fees | 131,116 | 157,111 |
| Decommissioning expense, net of accretion | 16,545 | - |
| Drilling and trenching | 2,216,018 | - |
| Equipment rental | 637,371 | 5,226 |
| Field work | 1,991,465 | 262,279 |
| Lease payments | 19,560 | 5,733 |
| Materials and supplies | 109,210 | 2,348 |
| 5,353,693 | 483,396 | |
| Lewiston Gold Property | ||
| Analysis | - | 2,857 |
| Claim fees | 189,512 | 190,042 |
| Decommissioning expense (recovery), net of accretion | 12,116 | (50,442) |
| Drilling and trenching | - | 667,512 |
| Equipment rental | 198 | 18,911 |
| Field work | 55,970 | 261,334 |
| Lease payments | 99,036 | 95,081 |
| Materials and supplies | - | 8,846 |
| 356,832 | 1,194,141 | |
| Golden Buffalo Gold Property | ||
| Acquisition cost | - | 270,000 |
| Claim fees | 127,260 | 128,119 |
| Decommissioning expense (recovery), net of accretion | 32,031 | (56,395) |
| Equipment rental | 198 | - |
| Field work | 32,290 | 60,108 |
| Lease payments | 321 | 41,044 |
| Materials and supplies | - | 1,039 |
| 192,100 | 443,915 | |
| Shield-Carissa | ||
| Claim fees | 53,163 | 52,654 |
| Field work | - | 13,778 |
| 53,163 | 66,432 | |
| Windy Flats | ||
| Analysis | 1,730 | - |
| Claim fees | 85,391 | 84,572 |
| Field work | 10,465 | 15,222 |
| Lease payments | 277 | - |
| Materials and supplies | 202 | 1,262 |
| 98,065 | 101,056 | |
| General exploration | ||
| Depreciation | 17,899 | - |
| Equipment rental | 198 | 3,496 |
| Field work | 28,578 | 97,995 |
| Lease payments | 321 | 12,718 |
| Materials and supplies | 711 | 10,619 |
| 47,707 | 124,828 | |
| Total exploration and evaluation expense | 6,101,560 | 2,413,768 |
| 15 |
RELEVANT GOLD CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in Canadian dollars, except where noted)
8. EXPLORATION AND EVALUATION (continued)
a) Golden Buffalo Gold Property
On January 9, 2024, pursuant to a purchase agreement with Golden Buffalo Mining Inc., the Company completed the acquisition of 100% undivided interest in the Golden Buffalo Gold Property, located in South Pass Gold Field, Wyoming, USA (the “Golden Buffalo Gold Property”) through the issuance of 1,500,000 common shares with a fair value of $270,000.
The Company has the exclusive and unrestricted right to access, explore, and develop the properties. The claims are subject to a 3% net smelter royalty. The Company can reduce the net smelter royalty to 1% by paying US$5,000,000 at any time during the term of the purchase agreement.
In connection with the purchase agreement, the Company is required to make the following milestone payments and common share issuances:
-
US$1,000,000 cash payment and 500,000 common shares of the Company upon the completion of a National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) compliant mineral resource estimate exceeding one million ounces of gold on the Golden Buffalo Gold Property;
-
US$1,000,000 cash payment upon filing of a NI 43-101 compliant feasibility study for the Golden Buffalo Gold Property; and
-
US$9,000,000 cash payment upon the commencement of commercial production of the Golden Buffalo Gold Property or any portion thereof.
Hay Hook Property
On May 23, 2022, the Company entered into a lease agreement with Hay Hook Ranch, LLC, with the option to purchase 640 acres of surface lands, known as split-estate under the Stock Raising Homestead Act, as well as approximately 320 acres of patented fee lands, including both the surface and mineral rights located in Fremont County, Wyoming (the “Hay Hook Property”). The Hay Hook Property is contiguous to the Golden Buffalo Gold Property.
The agreement is subject to a 2% net smelter returns royalty. The Company can reduce the net smelter returns royalty to 1% by paying US$4,000,000 at any time during the term of the agreement.
The Company has the option to purchase the Hay Hook Property for a purchase price of US$3,500,000. Until such time as the option is exercised, the Company is required to make a series of lease payments in the amounts and by the dates as follows:
-
US$30,000 payable on May 23, 2022, the effective date of the agreement (fully paid $38,303);
-
US$30,000 payable on May 23, 2023 (fully paid $40,285);
-
US$30,000 payable on May 23, 2024 (fully paid $41,044);
-
US$60,000 payable on May 23, 2025;
-
US$66,000 payable on May 23, 2026;
-
US$72,600 payable on May 23, 2027;
-
US$79,860 payable on May 23, 2028; and
-
US$87,846 payable on May 23, 2029.
The lease payments will be credited towards future royalty payments if the option is exercised. As of December 31, 2025, the lease payment due on May 23, 2025 of US$60,000 has not been paid and the Company is in negotiations with Hay Hook Ranch LLC to amend the terms of the agreement.
b) Lewiston Gold Property
On October 13, 2020, the Company purchased a 100% interest in the Fremont and Carbon County, Wyoming project from Relevant Resources LLC (the “Lewiston Gold Property”) for purchase consideration of 12,000,000 common shares of the Company with a fair value of $161,000. Relevant Resources LLC is controlled by the Chief Executive Officer and Chief Operations Officer of the Company.
Gyorvary claims
On December 18, 2020 (the “Agreement Date”), the Company entered into a lease agreement with Gyorvary Mining Company, Inc., with the option to purchase a series of claims located in the state of Wyoming (the “Gyorvary claims”). The Company can acquire a 100% undivided interest in the Gyorvary claims by exercising the option to purchase at any time prior to the 50th anniversary of the Agreement Date for total purchase consideration of US$4,000,000. The Gyorvary claims are contiguous to the Lewiston Gold Property.
16
RELEVANT GOLD CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in Canadian dollars, except where noted)
8. EXPLORATION AND EVALUATION (continued)
b) Lewiston Gold Property (continued)
The Gyorvary claims are subject to a 3% net smelter royalty regardless of whether the option to purchase is exercised.
Until such time as the option to purchase is exercised, the Company is required to make a series of annual lease payments totaling US$68,000 on or before each anniversary of the Agreement Date, with the exception of the first series of lease payments, half of which were due upon entering the agreement and half of which were payable on the six-month anniversary of the Agreement Date. Half of all lease payments made prior to the exercise of the option to purchase will be credited against future royalties. The Company will be granted the exclusive and unrestricted right to access, explore, and develop the properties for the duration of the lease agreement.
The Company has paid the following lease payments:
-
US$34,000 payable on December 18, 2020, the effective date of the agreement (fully paid $42,952);
-
US$34,000 payable on June 18, 2021, the six-month anniversary of the agreement (fully paid $42,850);
-
US$68,000 payable on December 18, 2021 (fully paid $85,700);
-
US$68,000 payable on December 18, 2022 (fully paid $92,329);
-
US$68,000 payable on December 18, 2023 (fully paid $92,641);
-
US$68,000 payable on December 18, 2024 (fully paid $95,081);
-
US$68,000 payable on December 18, 2025 (fully paid $94,841); and
-
US$68,000 payable on December 18, 2026 and annually thereafter until the option is exercised.
c) Bradley Peak Property
Contiguous to the agreement dated October 13, 2020, the Company acquired a series of mining claims comprising the Bradley Peak Property, located in the Seminoe Mountains, Wyoming (the “Bradley Peak Property”).
On July 28, 2025, the Company was approved for a matching grant of up to US$226,533 from the Wyoming Energy Matching Funds program, administered by the Wyoming Energy Authority (“WEA”) under the Office of the Governor. The grant is intended to reimburse up to 43% of the estimated costs associated with conducting an airborne geophysical survey project at Bradley Peak Property (the “Project”). The agreement will terminate at the earlier of June 30, 2026 or when maximum funding has been fully disbursed. Funds are to be paid by the WEA within 45 days of receipt of invoices from the Company. The Company will submit the invoices as the phases of the Project are completed, noting that 10% of each invoice will be held back until receipt of the submission of the final executive summary report and final technical report is submitted and approved, at which time all holdbacks will be released. As of December 31, 2025, no phases of the Project have been completed, and no reimbursements have been received as a result.
d) Shield-Carissa
The Company acquired mining claims for the Shield-Carissa project, located in Fremont County, Wyoming (“Shield-Carissa”) in 2020 and 2021. During the year ended December 31, 2025, the Company incurred claim fees as part of its ongoing exploration and evaluation activities.
e) Windy Flats
The Company acquired mining claims for the Windy Flats project, located in Fremont County, Wyoming (“Windy Flats”) in 2021. During the year ended December 31, 2025, the Company incurred claim fees and minor costs as part of its ongoing exploration and evaluation activities.
f) General exploration
The Company continues to evaluate its Wyoming gold properties for acquisition and further exploration. These costs are presented in general exploration.
17
RELEVANT GOLD CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
9. DECOMMISSIONING LIABILITY
A summary of the Company’s decommissioning liabilities is as follows:
| Golden | ||||
|---|---|---|---|---|
| Buffalo Gold | Lewiston Gold | Bradley Peak | ||
| Property | Property | Property | Total | |
| $ | $ | $ | $ | |
| Balance, December 31, 2023 | 83,592 | 58,728 | - | 142,320 |
| Accretion expense | 4,657 | 2,553 | - | 7,210 |
| Change in estimates | (61,052) | (52,995) | - | (114,047) |
| Foreign exchange | 5,747 | 3,711 | - | 9,458 |
| Balance, December 31, 2024 | 32,944 | 11,997 | - | 44,941 |
| Additions | - | - | 16,545 | 16,545 |
| Change in estimates | (4,237) | - | - | (4,237) |
| Foreign exchange | (1,610) | (586) | (310) | (2,506) |
| Balance, December 31, 2025 | 27,097 | 11,411 | 16,235 | 54,743 |
The Company has an obligation to undertake restoration and environmental work when environmental disturbance is caused by exploration activities. Restoration expenses arising from environmental disturbance for exploration activities occurs on an ongoing basis during drilling activities.
A provision for decommissioning liabilities is estimated based on current regulatory requirements and is recognized at the present value of such costs and reassessed on an annual basis. The expected timing of cash flows in respect of the provision is based on the estimated life of the Company's exploration activities. As at December 31, 2025, the Company expects restoration costs associated with decommissioning liabilities will be incurred within 12 months of recognition and the effects of discounting are not material.
As at December 31, 2025, management determined that the costs associated with remediation activities to restore the exploration site at the Golden Buffalo Gold Property are $27,097 (US$19,800) (December 31, 2024 - $32,944) (Note 8(a)).
As at December 31, 2025, management determined that the costs associated with remediation activities to restore the exploration site at the Lewiston Gold Property are $11,411 (US$8,338) (December 31, 2024 - $11,997) (Note 8(b)).
As at December 31, 2025, management determined that the costs associated with remediation activities to restore the exploration site at the Bradley Peak Property are $16,235 (US$11,863) (December 31, 2024 - $nil) (Note 8(c)).
10. SHAREHOLDERS’ EQUITY
a) Authorized share capital
The Company is authorized to issue an unlimited number of common shares without par value.
b) Issued and outstanding
During the year ended December 31, 2025, the Company had the following share capital transactions:
-
On February 21, 2025, the Company closed the first tranche of a non-brokered private placement and issued 4,920,000 common shares at $0.30 per common share for gross proceeds of $1,476,000 (the “2025 Private Placement”). In connection with the February 2025 Private Placement, the Company paid cash issuance costs of $10,017.
-
On March 13, 2025, the Company closed the second tranche of the 2025 Private Placement and issued 23,527,333 common shares at $0.30 per common share for gross proceeds of $7,058,200. In connection with the 2025 Private Placement, the Company paid cash issuance costs of $79,703.
-
On October 10, 2025, the Company issued 13,249,102 shares from the exercise of 13,249,102 warrants with a weighted average exercise price of $0.15 for proceeds of $1,997,186. The $41,280 fair value attributed to the warrants exercised was reclassified from reserves to share capital.
18
RELEVANT GOLD CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in Canadian dollars, except where noted)
10. SHAREHOLDERS’ EQUITY (continued)
-
On October 16, 2025, the Company issued 2,550,000 shares from the exercise of 2,550,000 warrants with a weighted average exercise price of $0.35 for proceeds of $892,500.
-
On November 7, 2025, the Company issued 10,000 shares from the exercise of 10,000 warrants with a weighted average exercise price of $0.35 for proceeds of $3,500.
During the year ended December 31, 2024, the Company had the following share capital transactions:
-
On January 9, 2024, pursuant to the purchase agreement with Golden Buffalo Mining Inc. (Note 8(a)), the Company acquired the Golden Buffalo Gold Property for purchase consideration of 1,500,000 common shares with a fair value of $270,000.
-
On June 26, 2024, the Company completed a private placement of 5,781,300 units at $0.25 per unit for gross proceeds of $1,445,325 (the “June 2024 Private Placement”). Each unit consists of one common share and one-half of one warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.35 per common share for a period of 24 months from the date of issuance. As proceeds were allocated using the residual method, $nil was allocated to the warrants. Pursuant to the June 2024 Private Placement, the Company incurred share issuance costs of $116,057 comprised of $51,578 paid in cash and the issuance of 172,165 finder’s warrants with an aggregate fair value of $25,833. As at December 31, 2024, $38,646 of these share issuance costs was outstanding in accounts payable.
-
On July 9, 2024, the Company closed a non-brokered private placement of 5,100,000 units at $0.30 per unit for gross proceeds of $1,530,000 (the “July 2024 Private Placement”). Each unit consists of one common share and one-half of one warrant. Each whole warrant entitles the holder to purchase on common share of the Company at a price of $0.35 per share that expire on July 9, 2026. As proceeds were allocated using the residual method $nil was allocated to the warrants. Pursuant to the July 2024 Private Placement, the Company incurred cash share issuance costs of $10,143.
c) Warrants
A summary of the Company’s warrant activity is as follows:
| Weighted | ||
|---|---|---|
| Number of | average | |
| warrants | exercise price | |
| # | $ | |
| Balance, December 31, 2023 | 18,146,240 | 0.20 |
| Issued | 5,612,815 | 0.35 |
| Balance, December 31, 2024 | 23,759,055 | 0.24 |
| Exercised | (15,809,102) | 0.18 |
| Balance, December 31, 2025 | 7,949,953 | 0.35 |
A summary of the Company’s warrants outstanding and exercisable as at December 31, 2025, is as follows:
| Warrants | ||||
|---|---|---|---|---|
| outstanding | Weighted | Weighted | ||
| and | average | average | ||
| **Date ** | of expiry | exercisable | exercise price | remaining life |
| # | $ | Years | ||
| June | 8, 2026 | 4,897,138 | 0.35 | 0.44 |
| June | 26, 2026 | 3,052,815 | 0.35 | 0.48 |
| 7,949,953 | 0.35 | 0.45 |
As at December 31, 2025 the weighted average remaining contractual life of the outstanding and exercisable warrants was 0.45 years (December 31, 2024 - 1.12 years).
19
RELEVANT GOLD CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
10. SHAREHOLDERS’ EQUITY (continued)
A summary of the Company’s assumptions used in the Black-Scholes options pricing model for finders’ warrants issued on June 26, 2024 is as follows:
| Share price | $0.30 |
|---|---|
| Exercise price | $0.35 |
| Expected life | 2.00 years |
| Risk-free interest rate | 3.51% |
| Expected volatility | 100.00% |
| Expected annual dividendyield | 0.00% |
d) Stock options
The Company’s stock option plan (the “Option Plan”) was approved by the Company’s Board of Directors effective as at May 2, 2022 and by the Company’s shareholders on May 13, 2022. The Option Plan was reapproved by shareholders on July 14, 2025. The Company established the Option Plan for the benefit of employees, officers, directors, and the consultants of the Company and its affiliates. The maximum number of outstanding options available under the Option Plan is limited to 10% of the issued common shares and the options are exercisable within a maximum of ten years from the grant date. The Board of Directors has exclusive power over the granting of stock options, determines the exercise price above the market price, the term, and their vesting and cancellation provisions.
During the year ended December 31, 2025, the Company had the following stock option transaction:
On June 26, 2025, the Company granted 3,400,000 stock options to directors, officers, employees, and consultants of the Company. Each option has an exercise price of $0.34 per share and expires on June 26, 2030, with 3,350,000 options vesting immediately and the remaining 50,000 options vesting over 12 months in equal installments every 3 months.
During the year ended December 31, 2024, the Company had the following stock option transaction:
On January 9, 2024, the Company granted 300,000 options to consultants of the Company. Each option has an exercise price of $0.20 per share and expires on January 9, 2027. These options vested in quarterly installments on April 9, 2024, July 9, 2024, and October 9, 2024. The remaining 75,000 options vested on January 9, 2025.
A summary of the Company’s stock option activity is as follows:
| Weighted | ||
|---|---|---|
| Number of | average | |
| stock options | exercise price | |
| # | $ | |
| Balance, December 31, 2023 | 3,675,000 | 0.35 |
| Granted | 300,000 | 0.20 |
| Balance, December 31, 2024 | 3,975,000 | 0.34 |
| Granted | 3,400,000 | 0.34 |
| Balance, December 31, 2025 | 7,375,000 | 0.34 |
A summary of the Company’s stock options outstanding and exercisable as at December 31, 2025 is as follows:
| Number of | Number of | Weighted | Weighted | |
|---|---|---|---|---|
| stock options | stock options | average | average | |
| Date of expiry | outstanding | exercisable | exercise price | remaining life |
| # | # | $ | Years | |
| January 9, 2027 | 300,000 | 300,000 | 0.20 | 1.02 |
| May 20, 2027 | 3,675,000 | 3,675,000 | 0.35 | 1.38 |
| June 26, 2030 | 3,400,000 | 3,375,000 | 0.34 | 4.49 |
| 7,375,000 | 7,350,000 | 0.34 | 2.80 |
During the year ended December 31, 2025, the Company recorded share-based compensation of $868,276 (2024 - $34,422) related to the vesting of stock options.
20
RELEVANT GOLD CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in Canadian dollars, except where noted)
10. SHAREHOLDERS’ EQUITY (continued)
A summary of the Company’s assumptions used in the Black-Scholes option pricing model for stock options granted is as follows:
| June 26, | January 9, | |
|---|---|---|
| 2025 | 2024 | |
| Share price | $0.34 | $0.19 |
| Exercise price | $0.34 | $0.20 |
| Expected life | 5.00 years | 3.00 years |
| Risk-free interest rate | 2.64% | 3.79% |
| Expected volatility | 100.00% | 100.00% |
| Expected annual dividendyield | 0.00% | 0.00% |
The expected life in years represents the period of time the options granted are expected to be outstanding. The volatility rate is based on comparable companies with a historical volatility. The risk-free rate is based on Canada government bonds with a remaining term equal to the expected life of the options.
e) Escrowed securities
Upon obtaining a public listing on the CSE, 15,104,643 common shares, 2,550,000 stock options, and 12,000,000 warrants (the “Escrowed Securities”) were subject to an escrow agreement. The Escrowed Securities are subject to a timed release in equal tranches over a period of 36 months with 10% released immediately upon listing on the CSE on August 11, 2022. The remaining Escrowed Securities are released in equal tranches of 15% every 6 months thereafter.
During the year ended December 31, 2025, a total of 4,448,199 Escrowed Securities were released, comprising 2,265,699 common shares, 382,500 stock options, and 1,800,000 warrants. As at December 31, 2025, all Escrowed Securities have been fully released.
11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
a) Fair value information
-
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 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
-
Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
-
Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Company has no financial instruments measured at fair value. The Company’s cash, reclamation bonds, and accounts payable and accrued liabilities are classified as and measured at amortized cost. The fair value of cash, reclamation bonds, accounts payable and accrued liabilities approximate their carrying values due to the relatively short term to maturity of these instruments.
b) Credit risk
Credit risk is the risk of loss to the Company associated with the counterparty’s inability to fulfill its payment obligations. The Company’s credit risk relates primarily to cash and reclamation bonds. The Company minimizes its credit risk related to cash by placing cash with major financial institutions, and reclamation bonds are held by the Wyoming Department of Environmental Quality. As such, the Company believes it has no significant credit risk.
c) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company is exposed to liquidity risk through accounts payable and accrued liabilities. The Company’s objective in managing liquidity risk is to maintain sufficient readily available cash in order to meet its liquidity requirements at any point in time and seek additional equity financing as needed. As at December 31, 2025, the Company had sufficient cash to meet its current liabilities and assessed its liquidity risk as low; however, it will require additional financing for the future operations.
21
RELEVANT GOLD CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in Canadian dollars, except where noted)
11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)
d) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company does not hold any financial instruments with variable interest rates, other than cash and, therefore, is not exposed to significant interest rate risk.
Foreign currency risk
Foreign currency risk is the risk that the future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign currency risk to the extent that it has monetary assets and liabilities denominated in foreign currencies (US$).
A summary of the Company’s financial assets and liabilities that are denominated in US$ and expressed in Canadian dollars is as follows:
| December 31, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| $ | $ | |
| Cash | 297,995 | 80,554 |
| Reclamation bonds | 334,486 | 212,813 |
| Accountspayable and accrued liabilities | (312,394) | (151,812) |
As at December 31, 2025, a 5% change in the foreign exchange rates would result in a net impact of $16,004 (December 31, 2024 - $7,078) to the financial instruments denominated in US$.
12. RELATED PARTY TRANSACTIONS
Key management personnel include those who have the authority and responsibility of planning, directing and executing the activities of the Company. The Company’s key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers.
A summary of the Company’s related party transactions is as follows:
| Years ended | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| $ | $ | |
| Consulting | 100,674 | 60,000 |
| Exploration and evaluation | 640,155 | 287,052 |
| General and administrative | 218,344 | 128,091 |
| Investor relations | - | 19,294 |
| Management fees | 540,423 | 468,461 |
| Professional fees | - | 21,790 |
| Share-based compensation | 685,228 | - |
| 2,184,824 | 984,688 |
As at December 31 2025, accounts payable and accrued liabilities contain amounts due to related parties of $172,069 (December 31, 2024 - $34,916). The amounts have no specified terms of repayment and are due on demand.
22
RELEVANT GOLD CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (Expressed in Canadian dollars, except where noted)
13. SEGMENTED INFORMATION
The Chief Operating Decision Maker (“CODM”) of the Company has been identified as the Chief Executive Officer, who makes strategic decisions and allocates resources to operating segments in line with board oversight. The CODM has determined that the Company operates in two reportable segments, the corporate and exploration segments. The Company’s primary exploration and evaluation activities are conducted in Wyoming, United States, and its corporate assets, comprising mainly cash, are located in Canada. The Company is in the exploration stage and has no reportable segment revenues. All corporate expenses are incurred in Canada.
A summary of the Company’s segmented financial performance for the year ended December 31, 2025 is as follows:
| Corporate | Exploration | ||
|---|---|---|---|
| segment | segment | Total | |
| $ | $ | $ | |
| Exploration and evaluation | - | 6,101,560 | 6,101,560 |
| Operating expenses | 1,304,454 | 1,022,860 | 2,327,314 |
| Other expense (income) | (31,488) | 30,443 | (1,045) |
| 1,272,966 | 7,154,863 | 8,427,829 |
A summary of the Company’s segmented financial performance for the year ended December 31, 2024 is as follows:
| Corporate | Exploration | ||
|---|---|---|---|
| segment | segment | Total | |
| $ | $ | $ | |
| Exploration and evaluation | - | 2,413,768 | 2,413,768 |
| Operating expenses | 417,417 | 776,125 | 1,193,542 |
| Other expense | 14,986 | 12,300 | 27,286 |
| 432,403 | 3,202,193 | 3,634,596 |
14. CAPITAL MANAGEMENT
The Company's capital structure consists of all components of shareholders' equity, and it obtains funding primarily through issuing common shares. The Company's objective when managing capital is to maintain adequate levels of funding to support the current operations including corporate and administrative functions. Success of future financing is dependent on market conditions and there can be no assurance the Company will be able to raise funds in the future. During the year ended December 31, 2025, there were no changes to the Company's approach to capital management and the Company is not subject to externally imposed capital requirements.
15. INCOME TAXES
A summary of the Company’s reconciliation of income taxes at a statutory rate of 27% for the years ended December 31, 2025 and 2024 is as follows:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Loss for the year | (8,427,829) | (3,634,596) |
| Expected income tax recovery at statutory rates | (2,275,514) | (981,000) |
| Non-deductible expenditures and non-taxable revenues | 211,100 | 13,000 |
| Share issuance costs | (24,224) | (27,000) |
| Adjustment to prior years provision versus statutory tax returns | ||
| and expiry of non-capital losses | 142,695 | (233,000) |
| Change in statutory, foreign tax, foreign exchange rates and other | 113,950 | (57,000) |
| Change in unrecognized deferred tax assets | 1,831,992 | 1,285,000 |
| Income tax expense | - | - |
23
RELEVANT GOLD CORP. Notes to the Consolidated Financial Statements For the years ended December 31, 2025 and 2024
(Expressed in Canadian dollars, except where noted)
15. INCOME TAXES (continued)
The Company recognizes tax benefits for losses or other deductible amounts where it is probable that the Company will be able to utilize deferred tax assets. A summary of the Company’s significant components of unrecognized deferred tax assets is as follows:
| December 31, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| $ | $ | |
| Non-capital loss carry forward | 6,481,585 | 4,646,000 |
| Share issuance costs | 48,050 | 54,000 |
| Decommissioning liability | 15,734 | 13,000 |
| Foreign exchange | - | 1,000 |
| Unrecognized deferred tax assets | 6,545,369 | 4,714,000 |
A summary of the Company’s unrecognized temporary differences and tax losses is as follows:
| December 31, | December 31, | |||
|---|---|---|---|---|
| Temporary difference | 2025 | Expiry | 2024 | Expiry |
| $ | $ | |||
| Share issuance costs and financing fees (20(1)(e)) | 177,961 | 2046 to 2050 | 198,000 | 2045 to 2049 |
| Non-capital losses (Canada) | 1,862,687 | 2040 to 2045 | 1,369,000 | 2040 to 2044 |
| Non-capital losses (US) | 20,801,126 | Indefinitely | 14,879,000 | Indefinitely |
| Foreign exchange | **- ** | No expiry date | 3,000 | No expiry date |
| Decommissioningliability | **54,743 ** | No expiry date | 45,000 | No expirydate |
Future tax benefits which may arise as a result of these non-capital losses have not been recognized in these financial statements due to the uncertainty of their realization.
16. SUBSEQUENT EVENTS
Subsequent to the year ended December 31, 2025, the Company issued 320,100 common shares pursuant to the exercise of 320,100 warrants at an exercise price of $0.35 for gross proceeds of $112,035.
Subsequent to the year ended December 31,2025, the Company issued 3,360 common shares pursuant to the exercise of 3,360 finders’ warrants at an exercise price of $0.35 for gross proceeds of $1,176.
On February 5, 2026, the Company granted 1,000,000 options to a director and a consultant of the Company. Each option has an exercise price of $0.50 per share and expires on February 4, 2031.
On April 7, 2026, the Company closed the first tranche of a non-brokered private placement (the “2026 Private Placement”) and issued 10,298,550 common shares at a price of $0.50 per share for gross proceeds of $5,149,275. Pursuant to the 2026 Private Placement, the Company incurred cash share issuance costs of $101,200 and issued 202,800 finder’s warrants. Each finders’ warrant is exercisable at a price of $0.50 and expires April 7, 2027.
24