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River Road Resources Interim / Quarterly Report 2025

Oct 29, 2025

48574_rns_2025-10-29_3775b88d-5f21-4fa5-b84d-f0d96387c499.pdf

Interim / Quarterly Report

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RIVER ROAD RESOURCES LTD.
Condensed Interim Financial Statements

For the Six-Month Period Ended August 31, 2025
(Unaudited - Expressed in Canadian Dollars)


NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

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

The accompanying unaudited condensed consolidated interim financial statements of River Road Resources Ltd. (the "Company") have been prepared by and are the responsibility of management. These condensed consolidated interim financial statements for the six months ended August 31, 2025, have not been reviewed or audited by the Company's independent auditors.


River Road Resources Ltd.
Condensed Interim Statements of Financial Position
(Unaudited - Expressed in Canadian dollars)

As at August 31, 2025 February 28, 2025
$ $
Assets
Current
Cash 30,320 221,361
Prepaid expenses (Note 4) 11,750 10,000
GST receivable 5,289 -
47,359 231,361
Non-current
Exploration and evaluation asset (Note 5) 268,310 126,865
Total Assets 315,669 358,226
Liabilities
Current
Accounts payable and accrued liabilities (Note 7) 62,017 121,873
62,017 121,873
Shareholders’ Equity
Share capital (Note 6) 383,473 324,138
Accumulated deficit (129,821) (87,785)
Total Shareholders’ Equity 253,652 236,353
Total Liabilities and Shareholders’ Equity 315,669 358,226

Nature of operations and going concern – (Note 1)
Subsequent events (Note 12)

APPROVED BY THE BOARD OF DIRECTORS ON
October 29, 2025

“Tim Henneberry” Director “Mike Blady” Director

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


River Road Resources Ltd.

Condensed Interim Statements of Loss and Comprehensive Loss

(Unaudited - Expressed in Canadian dollars)

Three months ended Aug 31, 2025 Three months ended Aug 31, 2024 Six months ended Aug 31, 2025 Six months ended Aug 31, 2024
Operating Expenses $ $ $ $
Dues and subscriptions 87 - 144 -
Interest and bank charges 55 - 127 -
Professional fees - - 8,765 -
Management fees (Note 8) 16,500 - 33,000 -
Loss and comprehensive loss (16,642) - (42,036) -
Basic and diluted loss per share (0.00) - (0.00) -
Weighted average number of shares outstanding – Basic and diluted 8,150,001 1 7,858,697 1

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


River Road Resources Ltd.
Condensed Interim Statements of Cash Flows
(Unaudited - Expressed in Canadian dollars)

Three months ended Aug 31, 2025 Three months ended Aug 31, 2024 Six months ended Aug 31, 2025 Six months ended Aug 31, 2024
$ $ $ $
Operating activities
Net loss (16,642) - (42,036) -
Changes in non-cash working capital items
Accounts payable and accrued liabilities 21,984 - (59,856) -
GST receivable (1,927) - (5,289) -
Prepaid amount 10,600 - (1,750) -
Cash provided by (used in) operating activities 30,657 - (66,895) -
Investing activities
Exploration and evaluation asset - - (21,445) -
Cash used in investing activities - - (21,445) -
Financing activities
Share issuance costs for IPO (33,736) - (60,665) -
Cash used in financing activities (33,736) - (60,665) -
Decrease in cash (19,721) - (191,041) -
Cash - beginning 50,041 - 221,361 -
Cash - ending 30,320 - 30,320 -
Non-cash transactions:
Shares issued for exploration and evaluation assets - - 120,000 -

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


River Road Resources Ltd.
Condensed Interim Statements of Changes in Shareholders' Equity
(Unaudited - Expressed in Canadian dollars)

Number of common shares # Share capital $ Accumulated deficit $ Total $
Balance, February 28, 2025 7,350,001 324,138 (87,785) 236,353
Shares issued 800,000 120,000 - 120,000
IPO costs (26,929) (26,929)
Loss for the period - - (25,394) (25,394)
Balance, May 31, 2025 8,150,001 417,209 (113,179) 304,030
IPO costs - (33,736) - (33,736)
Loss for the period - - (16,642) (16,642)
Balance, August 31, 2025 8,150,001 383,473 (129,821) 253,652

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


River Road Resources Ltd.
Notes to the Condensed Interim Financial Statements
For the six months ended August 31, 2025
(Unaudited - Expressed in Canadian dollars)

  1. Nature of operations and going concern

River Road Resources Ltd. (the "Company" or "River Road") was incorporated pursuant to the provisions of the Business Corporations Act of British Columbia on October 27, 2021. The Company's principal activity is the acquisition, exploration and development of mineral properties.

The Company's corporate office is located at 1200-750 West Pender Street, Vancouver, BC V6C 2T8.

These condensed interim financial statements have been prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. The Company may be unable to realize its assets and discharge its liabilities in the normal course of business. The Company's ability to continue as a going concern is dependent on its ability to obtain necessary financing to meet its ongoing expenses and discharge its liabilities in the normal course of business. Although the Company has been successful in obtaining financing in the past, there can be no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. These conditions indicate the existence of material uncertainties that may cast significant doubt about the Company's ability to continue as a going concern.

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

  1. Basis of preparation

a) Statement of compliance

These condensed interim financial statements comply with International Accounting Standard ("IAS") 34 "Interim Financial Reporting". These condensed interim financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB").

These condensed interim financial statements for the six-month period ended August 31, 2025 were approved and authorized for issuance by the Board of Directors on October 29, 2025

b) Basis of measurement

These condensed interim financial statements have been prepared on the historical cost basis. In addition, these condensed interim financial statements have been prepared using the accrual basis of accounting, except for the cash flow information.

c) Functional and presentation currency

These condensed interim financial statements are presented in Canadian dollars, which is the functional currency for the Company.

d) Significant accounting judgments, estimates and assumptions

The preparation of these condensed interim financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.


River Road Resources Ltd.
Notes to the Condensed Interim Financial Statements
For the six months ended August 31, 2025
(Unaudited - Expressed in Canadian dollars)

  1. Basis of preparation (continued):

e) Use of estimates and judgments (continued):

Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates. Significant judgments made by management in the process of applying accounting policies and that have the most significant effect on the amount recognized in the financial statements include capitalization of exploration assets and the application of the going concern assumption.

Estimates and assumptions that carry a significant risk of material adjustment to the reported values of assets and liabilities in future periods include:
- the recoverability of exploration and evaluation assets,
- the measurement of financial instruments, and
- the recoverability of deferred tax assets.

  1. Material accounting policy information

These condensed interim financial statements have been prepared in accordance with the same accounting policies and methods of application as described in Note 3 to the audited financial statements for the year ended February 28, 2025, except that they do not include all the disclosures required for the annual audited financial statements. These condensed interim financial statements should be read in conjunction with the financial statements for the Company for the year ended February 28, 2025.

  1. Prepaid expenses
Detail August 31, 2025 February 28, 2025
$ $
Legal 10,000 10,000
Trust Account – Lawyer 1,750 -
Total 11,750 10,000
  1. Exploration and evaluation assets

Title to exploration and evaluation ("E&E") asset interests involve 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 mineral claims. The Company has investigated title to its exploration and evaluation assets and, to the best of its knowledge, title to all of its interests are in good standing. However, this should not be construed as a guarantee of title. The concessions may be subject to prior claims, agreements or transfers and rights of ownership may be affected by undetected defects.

On January 24, 2025, the Company entered into an option agreement with Nexus Uranium Corp. ("Nexus Uranium") to acquire a 100% interest, in the two claim blocks located in the Clinton Mining District of British Columbia ("Stobart property").

Under the terms of the Option Agreement, the Company can earn an initial 60% interest through:
i. Cash payment of $15,000 (paid as at February 28, 2025);
ii. Issuance of 800,000 shares on or before the date that is 10 business days of getting listed on a Canadian Stock Exchange (issued on May 7, 2025);
iii. and incurring $100,000 in exploration expenditures within the first 12 months (incurred as at February 28, 2025).


River Road Resources Ltd.
Notes to the Condensed Interim Financial Statements
For the six months ended August 31, 2025
(Unaudited - Expressed in Canadian dollars)

  1. Exploration and evaluation assets (continued):

An additional 40% interest can be earned through the issuance of an additional 1,500,000 shares and by incurring $200,000 in additional exploration expenditures within 30 months of acquiring the initial 60% ownership. Nexus Uranium will retain a 2% NSR, of which 1% can be repurchased for $2,000,000 in cash. Following the acquisition of the initial 60%, if River Road elects to not acquire the remaining 40% interest, both companies shall form a standard joint venture based on pro-rata ownership.

A continuity of the company's exploration and evaluation assets for the period ended August 31, 2025 and the year ended February 28, 2025 as follows:

Stobart Project Total
$ $
Acquisition costs
Balance, February 28, 2025 15,000 15,000
Add: Share issuance in Q1 120,000 120,000
Balance, August 31, 2025 135,000 135,000
Exploration costs
Balance, February 28, 2025 111,865 111,865
Add: Sampling program in Q1 3,430 3,430
Add: Assays in Q1 400 400
Add: Equipment & Supplies in Q1 6,507 6,508
Add: Field Camp & Logistics in Q1 6,095 6,095
Add: Indirect Allocations in Q1 5,013 5,013
Balance, August 31, 2025 133,310 133,310
Exploration and evaluation assets, February 28, 2025 126,865 126,865
Exploration and evaluation assets, August 31, 2025 268,310 268,310
Stobart Project Total
$ $
Acquisition costs
Balance, February 29, 2024 - -
Cash payment 15,000 15,000
Balance, February 28, 2025 15,000 15,000
Exploration costs
Balance, February 29, 2024 - -
Sampling program 48,027 48,027
Assays 27,472 27,472
Equipment & Supplies 4,452 4,452
Field Camp & Logistics 24,249 24,249
Indirect allocations 7,665 7,665
Balance, February 28, 2025 111,865 111,865
Exploration and evaluation assets, February 29, 2024 - -
Exploration and evaluation assets, February 28, 2025 126,865 126,865

River Road Resources Ltd.
Notes to the Condensed Interim Financial Statements
For the six months ended August 31, 2025
(Unaudited - Expressed in Canadian dollars)

  1. Share capital

a) Authorized share capital: Unlimited common shares without par value.

As at August 31, 2025, the Company had 8,150,001 common shares outstanding.

b) Issued share capital:

Share capital activities during the six-month period ended August 31, 2025, are as follows:

i. On May 7, 2025, the Company issued 800,000 units to Nexus Uranium under the terms of the Option Agreement (Note 5).
ii. No new shares have been issued between June 1, 2025 to August 31, 2025.

c) Warrants

The Company's warrants outstanding as at February 28, 2025 and August 31, 2025 and the changes for the periods then ended are as follows:

Number Weighted average exercise price $
Balance as at February 28, 2025 6,500,000 0.10
Issued - -
Balance as at August 31, 2025 6,500,000 0.10

At August 31, 2025, the following warrants are outstanding and exercisable:

Expiry Date Number of warrants Weighted average exercise price $ Weighted average years outstanding
September 16, 2030 6,500,000 0.10 5.05
Total, outstanding and exercisable 6,500,000 0.10 5.05
  1. Accounts payable and accrued liabilities
August 31, 2025 February 28, 2025
$ $
Accounts payable 42,017 91,317
Accrued liabilities 20,000 30,556
62,017 121,873

River Road Resources Ltd.

Notes to the Condensed Interim Financial Statements

For the six months ended August 31, 2025

(Unaudited - Expressed in Canadian dollars)

8. Related party transactions

The Company's related parties consist of the Company's directors and officers, and any companies associated with them. Transactions with related parties for goods and services are made on normal commercial terms.

The remuneration of key management personnel, comprised of the directors of the Company, executives and non-executives and officers of the Company, during six months ended August 31, 2025 and August 31, 2024 was as follows:

August 31, 2025 August 31, 2024
$ $
Management fees - CEO 21,000 -
Management fees – CFO 12,000 -
Total 33,000 -

As at August 31, 2025, accounts payable include $8,000 owing to a company controlled by the CEO of the Company (August 31, 2024 - Nil).

9. Financial instruments

Fair values

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs in the valuation techniques as follows:

  • Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities
  • Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
  • Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

The carrying values of cash, accounts payables and accrued liabilities approximate their fair values due to the immediate or short-term nature of these instruments. There has been no significant change in credit and market interest rates since the date of its receipt.

Classification of financial instruments

The Company's financial instruments consist of cash and accounts payable. These financial instruments are classified as financial assets and liabilities and are reported at amortized cost.

The classification of the financial instruments as well as their carrying values as at August 31, 2025 and February 28, 2025 is shown in the table below:


River Road Resources Ltd.
Notes to the Condensed Interim Financial Statements
For the six months ended August 31, 2025
(Unaudited - Expressed in Canadian dollars)

  1. Financial instruments (continued)
At August 31, 2025 Assets – FVTPL Liabilities – Amortized cost Total
$ $ $
Financial assets
Cash 30,320 - 30,320
Total financial assets 30,320 - 30,320
Financial liabilities
Accounts payable - 42,017 42,017
Total financial liabilities - 42,017 42,017
At February 28, 2025 Assets – FVTPL Liabilities – Amortized cost Total
$ $ $
Financial assets
Cash 221,361 - 221,361
Total financial assets 221,361 - 221,361
Financial liabilities
Accounts payable - 91,317 91,317
Total financial liabilities - 91,317 91,317

The fair values approximate the carrying values due to their short-term nature.

Financial and capital risk management

The Company thoroughly examines the various financial instruments and risks to which it is exposed and assesses the impact and likelihood of those risks. These risks include foreign currency risk, interest rate risk, credit risk, and liquidity risk. Where material, these risks are reviewed and monitored by the Board of Directors. The Board of

Directors has overall responsibility for the determination of the Company's risk management objectives and policies. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company's competitiveness and flexibility. Discussions of risks associated with financial assets and liabilities are detailed below:

a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The risk that the Company will realize a cash loss due to the fluctuation in interest rates is limited as the Company's liabilities are non-interest bearing. The Company considers this risk to be immaterial.

b) 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. Credit risk arises from cash held with banks and financial institutions. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The Company considers credit risk with respect to its cash to be immaterial as cash is mainly held through large Canadian financial institutions.

c) Liquidity risk

Liquidity risk is the risk that the Company is not able to meet its financial obligations as they become due. The Company manages its liquidity risk by continuously monitoring forecasted and actual cash flows, as well as anticipated investing and financing activities. Accounts payable and accrued liabilities have contractual maturities of 30 days or are due on demand and are subject to normal trade terms. The Company has a working capital (deficit) of ($14,658) as at August 31, 2025.


River Road Resources Ltd.

Notes to the Condensed Interim Financial Statements

For the six months ended August 31, 2025

(Unaudited - Expressed in Canadian dollars)

10. Management of capital

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 objective of the Company. In the management of capital, the Company includes its components of shareholders' equity.

The capital structure of the Company consists of equity attributable to common shareholders, comprised of issued capital and deficit.

The Company maintains and adjusts its capital structure based on changes in economic conditions and the Company's planned requirements. The Company may adjust its capital structure by issuing new equity, issuing new debt, or acquiring or disposing of assets, and controlling the capital expenditures program. The Company is not subject to externally imposed capital requirements.

The Company does not have a source of revenue. As such, the Company is dependent on external financing to fund its activities. In order to pay for administrative costs, the Company will spend its existing cash and raise additional amounts as needed.

Management reviews its capital management policies on an ongoing basis. The Company is not subject to any externally imposed capital requirements. There were no changes in the company's approach to capital management during the period.

11. Income Tax

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

Three months ended August 31, 2025 Three months ended August 31, 2024 Six months ended August 31, 2025 Six months ended August 31, 2024
Loss for the period (16,642) - (42,036) -
Canadian statutory income tax rate 27% 27% 27% 27%
Expected income tax (recovery) (4,493) - (11,350) -
IPO costs (9,109) - (16,380) -
Change in unrecognized deductible temporary differences 13,602 - 27,730 -
Total income tax expense (recovery) $ - $ - - -

River Road Resources Ltd.

Notes to the Condensed Interim Financial Statements

For the six months ended August 31, 2025

(Unaudited - Expressed in Canadian dollars)

11. Income Tax (continued):

The significant components of the Company's deferred tax assets and liabilities are as follows:

August 31, 2025 May 31, 2025 February 28, 2025
$ $ $
Deferred Tax Assets:
Non-capital losses 35,052 30,558 24,178
Share issuance costs 2,528 2,023 2,023
IPO costs 16,380 7,271 -
53,960 39,852 26,201
Unrecognized deferred tax assets (53,960) (39,852) (26,201)
Net deferred tax assets - - -

As at August 31, 2025, the Company had non-capital tax loss carry forwards of approximately $129,000 (May 31, 2025 - $113,000) which can be applied to reduce future Canadian taxable income and will expire between 2041 and 2045.

12. Subsequent Events

a) Initial Public Offering (IPO)

The company closed its Initial Public Offering (IPO) on September 17, 2025 offering 3,333,333 common shares (the "Shares") at a price of $0.15 per Share, for gross proceeds of $500,000 and net proceeds of $408,053.

In consideration of its services, the Agent received the following compensation:

  • A cash commission (the "IPO Cash Commission") of $38,500.
  • Total of 266,666 compensation warrants (the "IPO Agent's Warrants") were issued pursuant to closing. The IPO Agent's Warrants are exercisable into common shares of the Company at $0.15 per share for a period of 24 months from the IPO Closing Date.
  • A corporate finance fee of $27,500 (plus GST) for corporate finance advisory services related to the IPO Offering was paid. Of this amount, $12,500 was paid on February 7, 2025, with the balance of $16,375 paid to the Agent from the IPO proceeds on the IPO Closing Date of September 17, 2025.
  • Legal expenses, disbursements and processing fees of $44,941 (plus GST) totalling $47,072. Of this amount $10,000 was paid on January 31, 2025, with the balance of $37,072 paid to the Agent from the IPO proceeds on the IPO Closing Date of September 17, 2025.

River Road Resources Ltd.

Notes to the Condensed Interim Financial Statements

For the six months ended August 31, 2025

(Unaudited - Expressed in Canadian dollars)

12. Subsequent Events (continued):

b) Omnibus Equity Incentive Plan

The Company maintains the Omnibus Equity Incentive Plan (the "Plan") to attract, retain, and incentivize Company's directors, officers, employees, and consultants.

  • The Company's Plan was approved by the Board on March 11, 2025, but became effective on September 16, 2025. Under the Plan, Options to purchase Common Shares, RSUs, and DSUs (together, the "Awards") may be granted to the Company's directors, officers, employees, and consultants.
  • The Company has adopted a 10% "rolling" plan, pursuant to which the number of Common Shares reserved for issuance pursuant to Awards granted under the Plan may not, in the aggregate, exceed 10% of the then issued and outstanding Common Shares on a rolling basis. Currently 1,148,333 awards are authorized under the Plan following the Offering.
  • Please note that no awards have currently been granted under this plan and thus, no compensation expense has been measured or recorded in the current Interim Financial Statements.