Form 51-102F4
Business Acquisition Report

Item 1 Identity of Company

1.1 Name and Address of the Company

Axcap Ventures Inc. (the “Company”)
488-1090 West Pender Street
Vancouver, BC V6E 3V7

1.2 Executive Officer

Kevin Ma
Chief Financial Officer
Phone: 604.609.9110
Email: [email protected]

Item 2 Details of Acquisition

2.1 Nature of the Business Acquired

On February 25, 2025, the Company completed its previously announced acquisition (the “Acquisition”) of all the issued and outstanding common shares in the capital of Converse Acquisition Company, Limited (the “Target”) pursuant to the terms and conditions of a Share Purchase Agreement dated October 7, 2024, as amended, entered into among the Company, the Target and the sole shareholder (the “Shareholder”) of the Target (the “Definitive Agreement”). The Target indirectly owns a 100% interest in an advanced gold project located in Nevada, United States (the “Converse Property”).

2.2 Acquisition Date

The Acquisition was completed on February 25, 2025.

2.3 Consideration

In consideration for the acquisition of 100% of the issued and outstanding common shares in the capital of the Target, the Company made the following payments:

a cash payment of $500,000 to the Shareholder, which the Company paid on July 11, 2024;
a cash payment of $1,000,000 to the Shareholder; and
issuance to the Shareholder an aggregate of 20,000,000 common shares of the Company (“Common Shares”).

Converse acquired the Converse Property pursuant to a membership interest purchase agreement, and as a result of acquiring Converse, the Company assumed the obligations

LEGAL_46585237.1

under the membership interest purchase agreement and is required to make the following milestone payments to the vendor:
- on the closing of the Acquisition, make a cash payment of $1,500,000;
- on or before July 15, 2025, make a cash payment of $2,000,000;
- on or before July 15, 2026, make a cash payment of $2,000,000;
- on or before July 15, 2027, make a cash payment of $2,000,000; and
- on or before July 15, 2028, make a cash payment of $3,500,000

(each, a “Milestone Payment”).

The Company shall have a right to elect to pay each Milestone Payment, in whole or in part, in Common Shares. On February 25, 2025, the Company elected to pay the first payment to the vendor in Common Shares and issued to the vendor 7,500,000 Common Shares at a deemed price of $0.20 per share.

Further information regarding the Acquisition can be found in the Company’s news releases dated October 8, 2024 and February 25, 2025, and the Company’s material change report dated February 27, 2025, all of which are available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

2.4 Effect on Financial Position

The Company does not have any current plans or proposals for material changes in its business affairs or the affairs of any of its subsidiaries, which may have a significant effect on the results of operations and financial position of the Company.

2.5 Prior Valuations

To the knowledge of the Company, there has not been any valuation opinion obtained within the last 12 months by either the Company or the Target required by securities legislation or a Canadian exchange or market to the support the consideration paid by the Company in connection with the Acquisition.

2.6 Parties to the Transaction

The Acquisition was not made with any person who, at the time of the Acquisition, was an informed person, associate or affiliate of the Company as defined in Section 1.1 of National Instrument 51-102 - Continuous Disclosure Obligations.

2.7 Date of Report

May 6, 2025.

Item 3 Financial Statements

As required by Part 8 of NI 51-102, the following financial statements are attached to this business acquisition report:

LEGAL_46585237.1

the audited annual financial statements of Converse Resources LLC for the years ended December 31, 2023 and 2022, a copy of which is attached hereto as Schedule “A”;
the audited annual consolidated financial statements of the Target for the period of incorporation on December 8, 2023, to December 31, 2024, a copy of which is attached hereto as Schedule “B”.

LEGAL_46585237.1

SCHEDULE “A”

Audited Annual Financial Statements for Converse Resources LLC for the Years Ended December 31, 2023 and 2022

[SEE ATTACHED]

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CONVERSE RESOURCES

CONVERSE RESOURCES LLC

FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in United States Dollars)

manning elliott

17th floor, 1030 West Georgia St., Vancouver, BC, Canada V6E 2Y3

Tel: 604.714.3600 Fax: 604.714.3669 Web: manningelliott.com

INDEPENDENT AUDITORS' REPORT

To the Member of Converse Resources LLC.

Opinion

We have audited the financial statements of Converse Resources LLC. (the "Company") which comprise:

the statements of financial position as at December 31, 2023 and 2022;
the statements of loss and comprehensive loss for the years ended December 31, 2023 and 2022;
the statements of changes in Member's equity for the years ended December 31, 2023 and 2022;
the statements of cash flow for the years ended December 31, 2023, and 2022; and
the notes to the financial statements, including material accounting policy information and other explanatory information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2023 and 2022 and its financial performance and its cash flows for the years ended December 31, 2023 And 2022 in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

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 Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the 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 is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements.

Material Uncertainty Related to Going Concern

We draw attention to Note 2 of the accompanying financial statements, which describes matters and conditions that indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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

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

In preparing the 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.

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' 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 financial statements.

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As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the 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 auditors' report to the related disclosures in the 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 auditors' 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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.

Manning Elliott LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, British Columbia

November 25, 2024

CONVERSE RESOURCES LLC
STATEMENTS OF FINANCIAL POSITION
(Expressed in United States dollars)

	December 31, 2023	December 31, 2022
ASSETS
Current
Cash	$ 24,193	$ 151,458
Prepaid expenses	38,239	39,309
	62,432	190,767
Total assets	$ 62,432	$ 190,767
LIABILITIES
Current
Accounts payables and accrued liabilities (note 5, 7)	$ 179,003	$ 250,287
	179,003	250,287
MEMBER'S EQUITY
Member's capital (note 6)	23,305,775	23,105,775
Deficit	(23,422,346)	(23,165,295)
	(116,571)	(59,520)
Total liabilities and equity	$ 62,432	$ 190,767

Nature of operations and going concern (note 1 & 2)
Subsequent events (note 10)

Approved and authorized for issue on behalf of the Directors:

"Chris Irwin" "Lisanna Lewis"
Chris Irwin, Director Lisanna Lewis, Controller

The accompanying notes form an integral part of these financial statements.
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CONVERSE RESOURCES LLC
STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
For the year ended December 31, 2023 and 2022
(Expressed in United States dollars)

Expenses	2023	2022
Administration and other	$ 19,638	$ 19,886
Claim staking	50,767	50,769
Exploration expenditures (note 4)	123,571	336,251
Professional fees	63,075	77,867
	257,051	484,773
Net loss and comprehensive loss for the year	$ 257,051	$ 484,773

The accompanying notes form an integral part of these financial statements.
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CONVERSE RESOURCES LLC
STATEMENTS OF CHANGES IN EQUITY
For the year ended December 31, 2023 and 2022
(Expressed in United States dollars)

	Member's Capital	Deficit	Total member's equity
Balance as of December 31, 2021	$ 23,105,775	$ (22,680,522)	$ 425,253
Net loss and comprehensive loss	-	(484,773)	(484,773)
Balance as of December 31, 2022	23,105,775	(23,165,295)	(59,520)
Member's contributions	200,000	-	200,000
Net loss and comprehensive loss	-	(257,051)	(257,051)
Balance as of December 31, 2023	$ 23,305,775	$ (23,422,346)	$ (116,571)

The accompanying notes form an integral part of these financial statements.

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CONVERSE RESOURCES LLC
STATEMENTS OF CASH FLOWS
For the year ended December 31,2023 and 2022
(Expressed in United States dollars)

	2023	2022
Cash provided by (used in):
Operating activities
Net loss	$ (257,051)	$ (484,773)
Changes in non-cash working capital items:
Prepaid expenses	1,070	(1,699)
Accounts payable and accrued liabilities	(71,284)	177,221
Cash used in operating activities	(327,265)	(309,251)
Financing activities
Contribution from Member	200,000	-
Cash provided by financing activities	200,000	-
Net decrease in cash	(127,265)	(309,251)
Cash - beginning of the year	151,458	460,709
Cash - end of the year	$ 24,193	$ 151,458

The accompanying notes form an integral part of these financial statements.

CONVERSE RESOURCES LLC
NOTES TO THE FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022
(Expressed in United States dollars)

1. NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

On January 18, 1995 Romarco Nevada Inc. was formed as an corporation in the State of Nevada. On January 23, 2003 Romarco Nevada Inc. changed its name to Metallic Nevada Inc. On June 15, 2017 Metallic Nevada Inc. changed its name to Converse Resources Limited. On December 31, 2018, the corporation was converted to a Nevada limited liability company and renamed Converse Resources LLC ("Converse" or the "Company").

Converse Resources LLC owns the Converse Property, located in Humboldt County, Nevada, USA, including the Converse mine and related assets.

Converse is wholly owned by Waterton Nevada Splitter, LLC ("Waterton Nevada"), which is Converse's sole member. Waterton Nevada, is owned by (41.84%) Waterton Precious Metals Fund II Cayman, LP ("Waterton") (see Note 6).

2. BASIS OF PREPERATION

Statement of compliance

These financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS"), as issued by the International Accounting Standards Board. These financial statements were authorized for issuance by the Board of Directors of the Company on November 25, 2024.

Going concern assumption

These financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at December 31, 2023, the Company has not yet achieve profitable operations and had accumulated losses of $23,422,346 since inception and expects further losses in the development of its business. As at December 31, 2023, the Company has working capital deficiency of $116,571, which casts doubt about its ability to continue as a going concern for the next twelve months.

The continuing operations of the Company are dependent upon obtaining the necessary financing to meet the Company's commitments as they come due and to finance future exploration and development of potential business acquisitions, economically recoverable reserves, securing and maintaining title and beneficial interest in the properties, and upon future profitable production. Failure to continue as a going concern would require that assets and liabilities be recorded at their liquidation values, which may differ materially from their carrying values.

These financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These conditions may cast significant doubt about the Company's ability to continue as a going concern.

Basis of measurement

These financial statements are prepared on the historical cost basis, except for any financial assets and liabilities classified as fair value through profit and loss.

CONVERSE RESOURCES LLC
NOTES TO THE FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022
(Expressed in United States dollars)

2. BASIS OF PREPARATION (continued)

Functional and presentational currency

The functional currency of the Company is the United States dollar, as determined by management. All amounts in these financial statements are presented in United States dollars. Transactions in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions.

Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the period end exchange rates are recognized in profit or loss. Non-monetary items, if applicable, that are measured in terms of historical cost in a foreign currency are not retranslated.

Use of Estimates

The preparation of financial statements requires management to make estimates and use judgment regarding the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as at the date of the financial statements and the reported amounts of revenues and expenses during the period. By their nature, estimates are subject to measurement uncertainty and changes in such estimates in future periods could require a material change in the financial statements. Accordingly, actual results may differ from the estimated amounts as future confirming events occur.

Significant estimates and judgments made by management in the preparation of these financial statements are as follows:

Reclamation liability

The valuation of any reclamation liability is subject to significant judgement and estimates. Assumptions, based on the current economic environment, are made to estimate the future liability. These estimates consider any material changes to the assumptions that occur when reviewed regularly by management and are based on current regulatory requirements. Significant changes in estimates of discount rate, contamination, restoration standards and techniques will result in changes to the liability from period to period. Actual reclamation and closure costs will ultimately depend on future market prices for the costs which will reflect the market condition at the time the expenditures are actually incurred. The final cost of the reclamation liability currently recognized may be higher or lower than currently provided for.

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CONVERSE RESOURCES LLC
NOTES TO THE FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022
(Expressed in United States dollars)

3. MATERIAL ACCOUNTING POLICIES

The Company's accounting policies and its standards of financial disclosure set out below are in accordance with IFRS and have been applied consistently throughout the period presented in these financial statements, unless otherwise stated.

Financial Instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of a financial instrument. On initial recognition, financial assets are classified and measured at amortized cost, fair value through profit or loss ("FVTPL") or fair value through other comprehensive income ("FVOCI"). A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL: (i) it is held within a business model whose objective is to hold assets to collect contractual cash flows, and (ii) its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets that do not qualify to be measured at amortized cost or FVOCI or have been elected so at initial adoption are classified at FVTPL. An entity may elect on initial recognition of an equity investment to irrevocable classify it as FVOCI. Financial liabilities are recognized at amortized cost unless the Company elects to classify them as FVTPL on initial recognition. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities classified as FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities classified as FVTPL are recognized immediately in the statement of loss and comprehensive loss. The Company's financial instruments are classified as follows:

Asset / Liability Classification

Cash - amortized cost

Accounts payable and accrued liabilities - amortized cost

Impairment of financial assets at amortized cost

The Company recognizes an allowance using the Expected Credit Loss ("ECL") model on financial assets classified as amortized cost. The Company has elected to use the simplified approach for measuring ECL by using a lifetime expected loss allowance for all amounts recoverable. Under this model, impairment provisions are based on credit risk characteristics and days past due. When there is no reasonable expectation of collection, financial assets classified as amortized cost are written off. Indications of credit risk arise based on failure to pay and other factors. Should objective events occur after an impairment loss is recognized, a reversal of impairment is recognized in the statement of loss and comprehensive loss.

Financial assets at fair value through profit and loss

Other non-derivative financial assets, such as accounts receivable are measured at amortized cost using the effective interest method, less any impairment losses. Other non-derivative financial liabilities, such as accounts payable and accrued liabilities, are measured at amortized cost using the effective interest method.

Financial liabilities

Initial recognition and measurement

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVPL as is the case for held for trading or derivative instruments, or the Company has opted to measure the financial liability at FVPL. Accounts payable and accrued liabilities are measured at amortized cost.

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CONVERSE RESOURCES LLC
NOTES TO THE FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022
(Expressed in United States dollars)

3. MATERIAL ACCOUNTING POLICIES (CONTINUED)

Subsequent measurement – financial liabilities at amortized cost

After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the EIR method. Amortized cost is calculated by considering any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The EIR amortization is included in profit or loss.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires with any associated gain or loss recognized in other income or expense in the statement of loss.

Provisions

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.

Income taxes

The Company is a limited liability company registered in Nevada, USA. As a disregarded entity for United States tax purposes, no provision for income taxes is included in these financial statements.

Exploration and evaluation expenditures

The Company expenses exploration and evaluation expenditures as incurred. Exploration and evaluation expenditures include acquisition costs of mineral rights, property option payments and exploration and evaluation activities.

Once a project has been established as commercially viable, technically feasible and the decision to proceed has been approved by the Board of Directors, related development expenditures are capitalized. This includes costs incurred in preparing the site for mining operations. Capitalization ceases when the mine is capable of commercial production.

Impairment of non-financial assets

The carrying amounts of the Company's non-financial assets, if applicable, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. For goodwill and other intangible assets, if applicable, that have indefinite lives or that are not yet available for use an impairment test is completed each year.

Reclamation liability

The Company's activities give rise to reclamation, closure, dismantling, decommissioning and site disturbance remediation activities. Provision is made for the estimated cost of abandonment and site restoration and capitalized in the relevant asset category.

Decommissioning obligations are measured at the present value of management's best estimate of the expenditure required to settle the present obligation as at the reporting date. Subsequent to the initial measurement, the obligation is adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. The increase in the provision due to the passage of time is recognized as accretion whereas increases/decreases due to changes in the estimated future cash flows or changes in the discount rate are capitalized. Actual costs incurred upon settlement of the decommissioning obligations are charged against the provision to the extent the provision was established.

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CONVERSE RESOURCES LLC
NOTES TO THE FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022
(Expressed in United States dollars)

3. MATERIAL ACCOUNTING POLICIES (CONTINUED)

New accounting policy

During the year ended December 31, 2023, the Company adopted a number of new IFRS Accounting Standards, interpretations, amendments and improvements of existing standards. These new standards and changes did not have any material impact on the Company's financial statements, expect for the below.

Disclosure initiative – accounting policies (Amendments to IAS 1 and IFRS Practice Statement 2)

Beginning on January 1, 2023, the Company adopted the amendments to IAS 1, Presentation of Financial Statements (IAS 1) and IFRS Practice Statement 2, Making Materiality Judgements. These amendments help companies provide useful accounting policy disclosures and requires the disclosure of material accounting policy information rather than disclosing significant accounting policies. The adoption of these amendments did not have a material impact on the financial statements.

Future Changes in Accounting Policies:

Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)

The IASB has published Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) which clarifies the guidance on whether a liability should be classified as either current or non-current.

The amendments:

clarify that the classification of liabilities as current or non-current should only be based on rights that are in place "at the end of the reporting period"
clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability
make clear that settlement includes transfers to the counterparty of cash, equity instruments, other assets or services that result in extinguishment of the liability.

This amendment is effective for annual periods beginning on or after January 1, 2024. Earlier application is permitted. The adoption of the amendments is not expected to have a material impact on the financial statements.

CONVERSE RESOURCES LLC
NOTES TO THE FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022
(Expressed in United States dollars)

4. EXPLORATION AND EVALUATION EXPENDITURES

Title to exploration and evaluation asset interests involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous historical title conveyance characteristic of many mineral claims. The Company has investigated title to all of its exploration and evaluation asset interests and, to the best of its knowledge, title to all of its interests are in good standing.

The exploration and evaluation asset the Company has committed to earn interests in are located in the State of Nevada, USA.

Pre-exploration costs

Pre-exploration costs are expensed in the period in which they are incurred.

a) Converse Exploration Project

The Company owns a 100% interest in a group of mineral claims known as the Converse Exploration property ("Converse Project"). 41 claims are owned directly by Converse Resources LLC and 250 claims are owned by Nevada North Resources USA Inc. (or "Nevada North") and leased by Converse. The project is located 30 miles southeast of Winnemucca in Humboldt County, Nevada, USA.

In the year ended December 31, 2023, the Company incurred $23,571 (2022 - $165,873) related to pre-exploration costs and $100,000 (2022 - $100,000) royalty payments related to the project.

In accordance with a lease agreement with Nevada North, royalty payments in the amount of $100,000 (2022 - $100,000) were incurred during the year to maintain access rights for exploration and evaluation activities at the site. The royalty payments are expected to continue until the end of the lease agreement, which expires on August 31, 2032. Management currently intends to renew the lease at the end of the agreement.

During the year ended December 31, 2016, the Company entered a lease agreement with Newmont USA Limited (Newmont) to grant Newmont a mining lease. Newmont made payments of $741 during December 31, 2023 and $706 during December 31, 2022.

During the year ended December 31, 2020, the Company entered into a Royalty deed with Royalty Consolidation Company LLC, a subsidiary of Waterton, to grant mineral production royalty interest in the properties.

During the year ended December 31, 2021, Royalty Consolidation Company LLC and Royalty Portfolio LLC, a subsidiary of Waterton, entered Conveyance of Royalty Interest to acquire the mineral production royalty from Royalty Consolidation Company LLC.

During the year ended December 31, 2021, Premier Royalty USA INC and Royalty Portfolio LLC entered Conveyance of Royalty Interest, to acquire the mineral production royalty from Royalty Portfolio LLC.

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CONVERSE RESOURCES LLC
NOTES TO THE FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022
(Expressed in United States dollars)

5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	December 31, 2023	December 31, 2022
Trade accounts payable and accrued liabilities	$ 177,072	$ 217,373
Due to related parties (Note 7)	1,931	32,914
Total	$ 179,003	$ 250,287

6. MEMBER'S EQUITY

The Company's sole member is, Waterton Nevada. In the year ended December 31, 2023, Waterton Nevada contributed $200,000 (December 31, 2022 - $nil) to the Company.

7. RELATED PARTY BALANCES AND TRANSACTIONS

Elko Mining Group US and EMG Mining Group Canada have certain executive management hold key management positions in both entities, including the Controller of the Company, who holds a consulting position for Elko Mining Group. These entities provide consulting services to the Company in exchange for a fee. In the year ended December 31, 2023, the Company incurred consulting fees of $13,798 (2022: $73,453), of which $1,931 (2022: $32,914) was outstanding at year-end. The amount due is non-interest bearing and due on demand.

Key management personnel were not paid salaries, post-employment benefits, termination benefits, or other long-term benefits during the years ended December 31, 2023 and 2022.

The transactions noted above were conducted in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

See also note 4 for a description of the arrangements the Company has entered into with Royalty Consolidation Company LLC, including the nature and terms of these arrangements.

8. MANAGEMENT OF CAPITAL

The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern in order to pursue the sourcing and exploration of its resource property. The Company does not have any externally imposed capital requirements to which it is subject.

The Company considers the aggregate of its Member's capital and deficit as capital. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or dispose of assets or adjust the amount of cash.

CONVERSE RESOURCES LLC
NOTES TO THE FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022
(Expressed in United States dollars)

9. FINANCIAL INSTRUMENTS AND FINANCIAL RISK

The Company classifies the fair value of the financial instruments measured at fair value subsequent to initial recognition according to the following hierarchy based on the number of observable inputs used to value the instrument.

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs, including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace.
Level 3 – Valuations in this level are those with inputs for the asset or liability that are not based on observable market data.

Cash has been classified as Level 1.

Liquidity Risk

Liquidity risk includes the risk that, because of the Company's operational liquidity requirements:

The Company will not have sufficient funds to settle a transaction on the due date.
The Company will be forced to sell financial assets at a value which is less than what they are worth; or
The Company may be unable to settle or recover a financial asset.
The Company is engaged in the mineral exploration field and its expected source of cash flow in the upcoming years will be through equity financing.

At present, the Company does not maintain a significant portion of its assets in cash, which increases its exposure to liquidity risk. The Company's ability to continue its operations and meet its financial obligations is largely dependent on its ability to raise additional capital through equity financing or other means.

Management is actively pursuing strategies to improve liquidity, including seeking new financing opportunities and evaluating ways to reduce operational expenses to preserve cash reserves.

Price Risk

The Company is at risk to changes in commodity prices which may affect financing options available to the Company.

Credit risk

Credit risk is the risk of loss associated with the counterparty's inability to fulfill its payment obligations. Financial instruments that potentially subject the Company to concentrations of credit risks consist principally of cash. To minimize the credit risk the Company provides these instruments with a high quality financial institution. The majority of cash is deposited in a bank account held with a major bank in Canada.

CONVERSE RESOURCES LLC
NOTES TO THE FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022
(Expressed in United States dollars)

9. FINANCIAL INSTRUMENTS AND FINANCIAL RISK (CONTINUED)

Economic dependence

The Company is economically dependent on its relationship with its ultimate parent company, Waterton for financial support. During periods where additional liquidity is required to meet the Company's operational and capital needs, the parent company provides necessary capital injections.

As the Company's primary source of funding, Waterton, has, in the past, contributed capital as required, enabling the Company to sustain operations and finance its exploration activities. Management does not currently foresee a material change in the level of support provided by the parent company.

10. SUBSEQUENT EVENTS

a) On May 16, 2024, the Company entered into a letter of intent with 2673954 Ontario Inc. ("2673954"), whereby 2673954 agreed to acquire all outstanding membership interests of the Company from Waterton Nevada Splitter LLC ("Waterton"). Under the agreement, 2673954 committed to seek a listed issuer within 12 months to acquire the Company and to provide Waterton with $1.5 million in shares or, if necessary, a cash shortfall payment. Additionally, 2673954 agreed to milestone payments totaling $9.5 million over four years, with flexibility for early or share-based payments, subject to ownership restrictions. The Converse is required to pay milestone payments to Waterton upon closing of transfer of ownership

b) On July 15, 2024, 2673954 entered into an assignment agreement with Converse Acquisition Company Limited ("Converse Acquisition"), transferring all rights and obligations under the letter of intent. On the same date, the Company entered into a membership interest purchase agreement with Converse Acquisition. Under this agreement, Converse Acquisition agreed to purchase all outstanding membership interests of the Company from Waterton and make milestone payments of $1.5 million upon closing, $2 million on or before July 15, 2025, $2 million on or before July 15, 2026, $2 million on or before July 15, 2027, and $3.5 million on or before July 15, 2028.

c) On October 7, 2024, Axcap Ventures Inc. ("Axcap") entered into a Share Purchase Agreement to acquire all issued and outstanding shares of the Company through the purchase of Converse Acquisition Company, Limited. The total consideration includes CAD $1 million payable at closing and 20 million common shares of Axcap, conditional upon the completion of a CAD $4 million offering. As of the issuance date of these financial statements, the completion of the transaction remains subject to regulatory approvals and financing.

A -38

LEGAL_46585237.1

SCHEDULE "B"

Audited Annual Consolidated Financial Statements for Target for the Period of Incorporation on December 8, 2023 to December 31, 2024

[SEE ATTACHED]

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CONVERSE ACQUISITION COMPANY, LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2024

AND

THE PERIOD FROM INCORPORATION ON DECEMBER 8, 2023 TO DECEMBER 31, 2023

(EXPRESSED IN CANADIAN DOLLARS)

manning elliott

17th floor, 1030 West Georgia St., Vancouver, BC, Canada V6E 2Y3

Tel: 604.714.3600 Fax: 604.714.3669 Web: manningelliott.com

INDEPENDENT AUDITORS' REPORT

To the Shareholders and Directors of Converse Acquisition Company, Limited

Opinion

We have audited the consolidated financial statements of Converse Acquisition Company, Limited and its subsidiaries (together, the Company) which comprise:

the consolidated statement of financial position as of December 31, 2024 and December 31, 2023.
the consolidated statements of operations and comprehensive for the years ended December 31, 2024 and period from incorporation December 8, 2023 to December 31, 2023.
the consolidated statements of changes in shareholder's deficiency for the years ended December 31, 2024 and period from incorporation December 8, 2023 to December 31, 2023.
the consolidated statements of cash flows for the years ended December 31, 2024 and period from incorporation December 8, 2023 to December 31, 2023; and
the notes to the consolidated financial statements, including material accounting policy information and other explanatory information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and its consolidated financial performance and its cash flow for years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

Independence

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. We have fulfilled our other ethical responsibilities in accordance with these requirements.

Material Uncertainty Related to Going Concern

We draw attention to Note 2 of the accompanying consolidated financial statements, which describes matters and conditions that indicate the existence of material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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 as issued by the International Accounting Standards Board, 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.

Auditors' 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 auditors' 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 auditors' 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 auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

Manning Elliott LLP

CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, British Columbia
April 1, 2025

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CONVERSE ACQUISITION COMPANY, LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(Expressed in Canadian Dollars)

	Note	December 31, 2024	December 31, 2023
ASSETS
Current Assets
Due from Shareholder	$	-	$ 1
Prepaid expenses		5,017	-
		5,017	1
Mineral properties	4, 5	9,086,422	-
Total Assets	$	9,091,439	$ 1
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable and accrued liabilities	6	$ 250,428	$ -
Due to related parties	10	65,607	-
Loans payable	7, 10	1,822,617	-
Acquisition payable	8	2,916,667	-
		5,055,319	-
Acquisition payable	8	4,234,182	-
Total Liabilities		9,289,501	-
Shareholders' Deficiency
Share capital	9	1	1
Deficit		(188,575)	-
Reserve for foreign exchange		(9,488)	-
		(198,062)	1
Total Liabilities and Shareholders' Deficiency	$	9,091,439	$ 1
Nature of operations and going concern	1
Going concern	2
Subsequent event	14

Approved and authorized for issue on behalf of the Board of Directors

/s/ Chris Irwin
Chris Irwin, Director

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

CONVERSE ACQUISITION COMPANY, LIMITED

CONSOLIDATED STATEMENT OF LOSS AND COMPREHENSIVE LOSS

(Expressed in Canadian Dollars)

	Note	For the year ended December 31, 2024	For the period from Incorporation on December 8, 2023 to December 31, 2023
EXPENSES
Administration	$	15,521	-
Due diligence expenses		61,372	-
Professional fees	10	40,136	-
		117,029	-
OTHER EXPENSES
Interest expense	7, 10	(71,546)	-
NET AND COMPREHENSIVE LOSS	$	(188,575)	-

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

A -6

CONVERSE ACQUISITION COMPANY, LIMITED

CONSOLIDATED STATEMENT OF CHANGE IN SHAREHOLDERS' DEFICIENCY

FOR THE PERIOD FROM INCORPORATION ON DECEMBER 8, 2023 TO DECEMBER 31, 2023 AND FOR THE YEAR ENDED DECEMBER 31, 2024

(Expressed in Canadian Dollars)

	Common Shares		Reserve for Foreign Exchange	Accumulated Deficit	Total
	Number of Shares	Amount
Balance at incorporation, December 8, 2023 and December 31, 2023	100	$ 1	$ -	$ -	$ 1
Foreign exchange translation	-	-	(9,488)	-	(9,488)
Net loss for the period	-	-	-	(188,575)	(188,575)
Balance at December 31, 2024	100	$ 1	$ (9,488)	$ (188,575)	$ (198,062)

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

CONVERSE ACQUISITION COMPANY, LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
(Expressed in Canadian Dollars)

	For the year ended December 31, 2024	For the period from Incorporation on December 8, 2023 to December 31, 2023
Cash Flows from Operating Activities
Net loss for the period	$ (188,575)	-
Items not affecting cash from operations:
Interest expense	71,546	-
	(117,029)	-
Changes in non-cash working capital items:
Prepaid expenses	23,276	-
Due to related parties	65,607	-
Accounts payable and accrued liabilities	48,765	-
	20,619	-
Cash Flows from Investing Activities
Acquisition of Converse Resources, LLC	(1,520,720)	-
Exploration and evaluation costs incurred	(241,482)	-
	(1,762,202)	-
Cash Flows from Financing Activities
Loans borrowed	1,751,071	-
	1,751,071	-
Effect of foreign exchange on cash flows	(9,488)	-
Net increase (decrease) in cash	-	-
Cash, beginning of period	-	-
Cash, end of period	$ -	$ -

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

A -8

CONVERSE ACQUISITION COMPANY, LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE PERIOD FROM INCORPORATION ON DECEMBER 8, 2023 TO DECEMBER 31, 2023

(Expressed in Canadian Dollars)

NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

Converse Acquisition Company, Limited (“CACL” or the “Company”) was incorporated under the laws of the province of Ontario, Canada on December 8, 2023. The Company’s principal business activity is to invest in mineral resource companies.

The address of the Company and the registered and records office is 217 Queen Street West, Suite 401, Toronto, ON, M5V 0R2.

BASIS OF PREPARATION

Statement of Compliance

These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards (“IFRS”), as issued by the International Accounting Standards Board. These consolidated financial statements were authorized for issuance by the Board of Directors of the Company on April 1, 2025.

Going Concern Assumption

The Company’s consolidated financial statements as at December 31, 2024 have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business.

As at December 31, 2024, the Company has not yet achieved profitable operations and had accumulated losses of $188,575 (2023 - $nil) since inception and expects further losses in the development of its business. As at December 31, 2024, the Company has working capital deficiency of $5,050,302 (2023 - $nil), which casts doubt about its ability to continue as a going concern for the next twelve months.

In October 2024, the Company entered into a share purchase agreement with Axcap Ventures Inc. (“Axcap”), an arm’s length party, to acquire all of the issued and outstanding shares of CACL. Upon completion of this share purchase agreement, Axcap will inject funds into the Company for its operations and to carry out exploration activities on the Converse mineral properties. See Note 13.

The Company does not have a bank account and the continuing operations of the Company are dependent upon the directors, shareholders and certain unrelated parties, as well as obtaining the necessary financing to meet the Company’s commitments as they come due. If the Company is unable to raise additional capital in the future, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favourable terms and/or pursue other remedial measures. Management is aware, in making its assessment, of material uncertainties related to events or conditions that may cast significant doubt upon the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and its controlled entities. Control is achieved when the Company has the power to govern the financial operating policies of an entity as to obtain benefits from its activities. Subsidiaries are fully consolidated from the date on which control is transferred to the Company until the date on which control ceases.

Subsidiary	Ownership	Location
Converse Resources LLC	100%	Nevada, USA

Inter-company balances and transactions are eliminated on consolidation.

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CONVERSE ACQUISITION COMPANY, LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2024
AND THE PERIOD FROM INCORPORATION ON DECEMBER 8, 2023 TO DECEMBER 31, 2023
(Expressed in Canadian Dollars)

2. BASIS OF PREPARATION (continued)

Basis of Measurement

These financial statements are prepared on the historical cost basis, except for any financial assets and liabilities classified as fair value through profit and loss.

Functional and Presentational Currency

These consolidated financial statements are presented in Canadian dollars. The functional currency of the Company is measured using the principal currency of the primary economic environment in which each entity operates. The functional currency of the Canadian entity is in Canadian dollars, while the functional currency of the US entity is in US dollars.

Use of Estimates

A portion of the Company's consideration to acquire Converse Resources, LLC, requires management to assess and estimate the likelihood of the Company paying shortfall amount and delayed closing payment, see Note 4. The Company has assessed that the likelihood of paying shortfall amount is low, and management has determined that the transaction with Axcap will close prior to the one-year anniversary of the Converse Resources acquisition. In addition, the fair value of acquisition payable was determined using a present value of a probability weighted average of expected future cash flows.

3. MATERIAL ACCOUNTING POLICIES

Financial Instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of a financial instrument. On initial recognition, financial assets are classified and measured at amortized cost, fair value through profit or loss ("FVTPL") or fair value through other comprehensive income ("FVOCI"). A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL: (i) it is held within a business model whose objective is to holds assets to collect contractual cash flows, and (ii) its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets that do not qualify to be measured at amortized cost or FVOCI or have been elected so at initial adoption are classified at FVTPL. An entity may elect on initial recognition of an equity investment to irrevocable classify it as FVOCI. Financial liabilities are recognized at amortized cost unless the Company elects to classify them as FVTPL on initial recognition. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities classified as FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities classified as FVTPL are recognized immediately in the statement of loss and comprehensive loss. The Company's financial instruments are classified as follows:

A -10

CONVERSE ACQUISITION COMPANY, LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE PERIOD FROM INCORPORATION ON DECEMBER 8, 2023 TO DECEMBER 31, 2023

(Expressed in Canadian Dollars)

3. MATERIAL ACCOUNTING POLICIES (continued)

Financial Instruments (continued)

Asset/Liability Classification

Accounts payable and accrued liabilities - amortized cost

Acquisition payable – amortized cost

Loans payable – amortized cost

Impairment of financial assets at amortized cost

Financial assets at fair value through profit and loss

Financial Liabilities

Initial recognition and measurement

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVPL as is the case for held for trading or derivative instruments, or the Company has opted to measure the financial liability at FVPL. Accounts payable, accrued liabilities, loans and acquisition payable are measured at amortized cost.

Subsequent measurement – financial liabilities at amortized cost

Derecognition

Exploration and Evaluation Expenditures

Pre-exploration costs

Pre-exploration costs are expensed in the period in which they are incurred.

A -11

MATERIAL ACCOUNTING POLICIES (continued)

Exploration and Evaluation Expenditures (continued)

Exploration and evaluation expenditures

Once the legal right to explore a property has been acquired, all costs related to the acquisition, exploration and evaluation of exploration and evaluation assets are capitalized by property. These direct expenditures include such costs as materials used, surveying costs, drilling costs, payments made to contractors and depreciation on plant and equipment during the exploration phase. Costs not directly attributable to exploration and evaluation activities, including general and administrative overhead costs, are expensed in the period in which they occur.

When a project is deemed to no longer have commercially viable prospects to the Company, exploration and evaluation expenditures in respect of that project are deemed to be impaired. As a result, those exploration and evaluation expenditure costs, in excess of estimated recoveries, are written down to profit or loss.

The Company assesses exploration and evaluation assets for impairment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount.

Once the technical feasibility and commercial viability of extracting the mineral resource has been determined, the property is considered to be a mine under development and is classified as "mines under construction." Exploration and evaluation assets are also tested for impairment before the assets are transferred to development properties. Capitalization ceases when the mine is capable of commercial production

As the Company currently has no operational income, any incidental revenues earned in connection with exploration activities are applied as a reduction to capitalized exploration costs.

Impairment of mineral properties

In accordance with the Company's accounting policy for its mineral properties, exploration and valuation expenditures on mineral properties are capitalized. There is no certainty that the expenditures made by the Company in the exploration of its property interest will result in discoveries of commercial quantities of minerals. The Company applies judgement to determine whether indicators of impairment exist for these capitalized costs.

Management uses several criteria in making this assessment, including the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditures on further exploration and evaluation of mineral properties are budgeted, and evaluation of the results of exploration and evaluation activities up to the reporting date.

Impairment of Non-Financial Assets

Acquisition Payable

The Company acquired its mineral properties through an asset acquisition (see Note 4), whereby the consideration is a combination of cash and shares. As at November 30, 2024, an acquisition payable was recorded since the consideration for the acquisition was only partially paid.

Foreign-Currency Translation

The functional currency of each entity is measured using the currency of the primary economic environment in which that entity operates.

A -12

CONVERSE ACQUISITION COMPANY, LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE PERIOD FROM INCORPORATION ON DECEMBER 8, 2023 TO DECEMBER 31, 2023

(Expressed in Canadian Dollars)

3. MATERIAL ACCOUNTING POLICIES (continued)

Foreign-Currency Translation (continued)

Transactions and balances:

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the period-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in the statement of comprehensive loss in the period in which they arise, except where deferred in equity as a qualifying cash flow or net investment hedge.

Exchange differences arising on the translation of non-monetary items are recognized in other comprehensive income in to the extent that gains and losses arising on those non-monetary items are also recognized in other comprehensive income. Where the non-monetary gain or loss is recognized in profit or loss, the exchange component is also recognized in profit or loss.

Foreign operations:

The financial results and position of foreign operations whose functional currency is different from the Company's presentation currency are translated as follows:

assets and liabilities are translated at period-end exchange rates prevailing at that reporting date; and
income and expenses are translated at average exchange rates for the period.

Foreign-Currency Translation (continued)

Exchange differences arising on translation of foreign operations are recognized in other comprehensive income and recorded in the Company's foreign currency translation reserve in equity. These differences are recognized in the profit or loss in the period in which the operation is disposed.

Fair Value Measurement

Where fair value is used to measure assets and liabilities in preparing these financial statements, it is estimated at the price at which an orderly transaction to sell the asset or to transfer the liability would take place between market participants at the measurement date under current market conditions. Fair values are determined from inputs that are classified within the fair value hierarchy defined under IFRS as follows:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3 – Inputs for the asset or liability that are unobservable

Related Party Transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

CONVERSE ACQUISITION COMPANY, LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE PERIOD FROM INCORPORATION ON DECEMBER 8, 2023 TO DECEMBER 31, 2023

(Expressed in Canadian Dollars)

3. MATERIAL ACCOUNTING POLICIES (continued)

Income Taxes

Current income tax:

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Company operates and generates taxable income.

Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred income tax:

Deferred income tax is recognized, using the asset and liability method, on temporary differences at the reporting date arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

New Accounting Policy

During the period ended December 31, 2024, the Company adopted a number of IFRS Accounting Standards, interpretations, amendments and improvements of existing standards. These new standards and changes did not have any material impact on the Company's financial statements, except for the below:

Disclosure Initiative – Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)

Beginning on December 8, 2023, the Company adopted the amendments to IAS 1, Presentation of Financial Statements (IAS 1) and IFRS Practice Statement 2, Making Material Judgments. These amendments help companies provide useful accounting policy disclosures and requires the disclosure of material accounting policy information rather than disclosing significant accounting policies. The adoption of these amendments did not have a material impact on the financial statements.

A -14

CONVERSE ACQUISITION COMPANY, LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE PERIOD FROM INCORPORATION ON DECEMBER 8, 2023 TO DECEMBER 31, 2023

(Expressed in Canadian Dollars)

3. MATERIAL ACCOUNTING POLICIES (continued)

Future Changes in Accounting Policies

Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)

The amendments:

Clarify that the classification of liabilities as current or non-current should only be based on rights that are in place "at the end of the reporting period";
Clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability;
Make clear that settlement includes transfers to the counterparty of cash, equity instruments, other assets or services that result in extinguishment of the liability.

4. ACQUISITION OF CONVERSE RESOURCES LLC

On July 15, 2024, pursuant to the Membership Interest Purchase Agreement (the "Agreement"), the Company and Waterton Nevada Splitter, LLC (the "Seller") completed the sale of Converse Resources LLC ("CRLLC") whereby the Company and CRLLC have common directors, the Seller is the sole member of CRLLC and the Company acquired all membership interests of CRLLC from the Seller, as described below.

Pursuant to the Agreement:

The Company agreed to acquire the interests of CRLLC for the following consideration:
$1,500,000 (the "Closing Date Payment"), paid on July 15, 2024, plus
Milestone Payment Rights ("MPR") which comprised of
$2,000,000 payable upon the first anniversary of the closing of the sale,
$2,000,000 payable upon the second anniversary of the closing of the sale,
$2,000,000 payable upon the third anniversary of the closing of the sale,
$3,500,000 payable upon the fourth anniversary of the closing of the sale, plus
$1,500,000 (the "RTO Closing Payment") whereby the Company agreed to identify a suitable issuer (the "Issuer") for a reverse takeover ("RTO") transaction to take place which the Company effectively attained a public listing of its common shares via a share exchange. On the closing date of the RTO, the Company shall issue common shares of the Issuer to the Seller having a value equal to the RTO Closing Payment or pay the Seller cash of $1,500,000, plus
If applicable, the shortfall amount whereby the number of shares issued to the Seller is equal to 9.99% of the then-issued and outstanding Issuer shares; in the event the value of the issued shares on the RTO Closing is less than the RTO Closing payment, the difference will be paid in cash; plus
If applicable, the delayed closing payment whereby if the RTO closing does not occur on or prior to the RTO Deadline, the Company shall pay to the Seller an additional payment of $500,000. According to the Agreement, "RTO" means any transaction involving CACL and a reporting issuer (the "Issuer") pursuant to which (i) all the shares in the capita of CACL are exchanged for the Issuer's shares, or (ii) all, or substantially all, the assets of CACL are acquired in exchange for the Issuer's shares.

The acquisition constituted as an asset acquisition as CRLLC did not meet the definition of a business as defined in IFRS 3 Business Combinations.

A -15

CONVERSE ACQUISITION COMPANY, LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE PERIOD FROM INCORPORATION ON DECEMBER 8, 2023 TO DECEMBER 31, 2023

(Expressed in Canadian Dollars)

4. ACQUISITION OF CONVERSE RESOURCES LLC (continued)

The allocation of the consideration transferred is summarized as follows:

Consideration:
Closing Date Payment	$ 1,500,000
Fair value of MPR	5,900,849
RTO Closing Payment	1,250,000
Delayed Closing Payment, if applicable	-
Transaction costs	20,718
Total consideration	8,671,567
Fair values of the net assets of CRLLC:
Cash	$ 4,322
Prepaid expenses	28,293
Accounts payable and accrued liabilities	(205,986)
Total net assets	(173,371)
Mineral Properties	$ 8,844,938

The Company has determined that the delayed closing payment will not be applicable as the RTO transaction was completed on February 25, 2025, which was before the one year anniversary date.

On February 25, 2025, the Company completed its RTO transaction with Axcap Ventures Inc. ("Axcap"), whereby Axcap issued 7,500,000 Axcap common shares to the Seller at a deemed share price of $0.20 as the RTO Closing Payment with a six-month holding period. Since there was no delay in the RTO transaction and no shortfall amount, the 7,500,000 common shares are the only consideration paid to the Seller.

Also see Note 14.

5. EXPLORATION AND EVALUATION EXPENDITURES

The exploration and evaluation asset the Company has committed to earn interests in are located in the State of Nevada, USA.

A -16

CONVERSE ACQUISITION COMPANY, LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE PERIOD FROM INCORPORATION ON DECEMBER 8, 2023 TO DECEMBER 31, 2023

(Expressed in Canadian Dollars)

5. EXPLORATION AND EVALUATION EXPENDITURES (continued)

Pre-exploration costs

Pre-exploration costs are expensed in the period in which they are incurred.

Converse Exploration Project

	Converse Project
Acquisition costs	$ 8,844,938
Claims staking and maintenance costs	95,340
Advance royalty	143,890
Property taxes	2,254
	$ 9,086,422

In accordance with a lease agreement with Nevada North, an annual royalty payment of $100,000 USD will be made to maintain access rights for exploration and evaluation activities at the site. The royalty payments are expected to continue until the end of the lease agreement, which expires on August 31, 2032. Management currently intends to renew the lease at the end of the agreement.

During the 12 months ended December 31, 2016, Converse Resources LLC entered a lease agreement with Newmont USA Limited (Newmont) to grant Newmont a mining lease.

During the 12 months ended December 31, 2020, Converse Resources LLC entered into a Royalty deed with Royalty Consolidation Company LLC, a subsidiary of Waterton, to grant mineral production royalty interest in the properties.

During the 12 months ended December 31, 2021, Royalty Consolidation Company LLC and Royalty Portfolio LLC, a subsidiary of Waterton, entered Conveyance of Royalty Interest to acquire the mineral production royalty from Royalty Consolidation Company LLC.

During the 12 months ended December 31, 2021, Premier Royalty USA INC and Royalty Portfolio LLC entered Conveyance of Royalty Interest, to acquire the mineral production royalty from Royalty Portfolio LLC.

6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	December 31, 2024	December 31, 2023
Accounts payable	$ 183,172	$ -
Accrued liabilities	67,256	-
	$ 250,428	$ -

CONVERSE ACQUISITION COMPANY, LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE PERIOD FROM INCORPORATION ON DECEMBER 8, 2023 TO DECEMBER 31, 2023

(Expressed in Canadian Dollars)

7. LOANS PAYABLE

On July 15, 2024, the Company borrowed three loans, two of which are from unrelated parties, totalling $1,500,000, to make the Closing Date Payment to the Seller. These loans are unsecured, bear interest at 10% p.a. and are payable on demand. In August 2024, the Company borrowed $222,431 from an unrelated party to pay for claim maintenance, property taxes of its mineral properties and royalties. The loan is unsecured, zero interest bearing and are payable on demand.

	Interest Rate		Principal
Axcap Ventures Inc. – unrelated party	10%	$	380,000
Axcap Ventures Inc. – unrelated party	0%		251,932
Generic Capital – related party	10%		1,000,000
Mario Vetro – unrelated party	10%		120,000
		$	1,751,932

As at December 31, 2024, the balance in loans payable was $1,822,617 (2023 - $nil) with $70,685 (2023 - $nil) being accrued interest.

Subsequent to the year ended December 31, 2024, the Company repaid $1,000,000 to Generic Capital.

8. ACQUISITION PAYABLE

Acquisition payable is the amount due to the Seller for the remaining balance of the consideration for the acquisition of CRLLC. Refer to Note 4 for details of the consideration; since the MRP and RTO closing payment are due between 1 to 4 years away, their fair values have been determined using an interest rate of 20%; the Company had also determined that the shortfall amount and delayed closing payment will not be applicable.

Closing Date Payment	$	1,500,000
Fair value of MRP		5,900,849
Fair value of RTO closing payment		1,250,000
		8,650,849
Less: amount paid		(1,500,000)
Balance at December 31, 2024	$	7,150,849

9. SHARE CAPITAL

Authorized Share Capital

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

Issued Share Capital

The Company issued 100 shares at inception.

A -18

CONVERSE ACQUISITION COMPANY, LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE PERIOD FROM INCORPORATION ON DECEMBER 8, 2023 TO DECEMBER 31, 2023

(Expressed in Canadian Dollars)

10. RELATED PARTY TRANSACTIONS

The Company's related parties include its subsidiary, key management personnel and companies related by way of directors or shareholders in common. Transactions with related parties for goods and services are made on normal commercial terms.

Due to/from Related Parties

On July 15, 2024, the Company borrowed $1,000,000 from a company with common shareholders, i.e. Albert Contardi holds 100% of shares of the company and holds 91% of the shares of the loan borrowed company. As at December 31, 2024, $1,047,123, including interest, was owed to the related party. See Note 7.

During the year ended December 31, 2024, a related party paid $65,607 (2023 - $nil) in expenses on behalf of the Company, and the Company owed $32,256 (2023 - $nil) and incurred $36,491 (2023 - $nil) in legal fees to a law firm where the controlling partner is a director of the Company.

Key Management Personnel Compensation

During the year ended December 31, 2024 (2023 - $nil), there was no related party transactions.

11. MANAGEMENT OF CAPITAL

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or dispose of assets or adjust the amount of cash.

12. FINANCIAL INSTRUMENTS AND FINANCIAL RISKS

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs, including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace.
Level 3 – Valuations in this level are those with inputs for the asset or liability that are not based on observable market data.

The fair value of acquisition payable was determined using a present value of a probability weighted average of expected future cash flows.

The fair values of other financial instruments, which include amounts payable, due to related parties and loans payable approximate, approximate their carrying values due to the relatively short-term maturity of these instruments.

A -19

CONVERSE ACQUISITION COMPANY, LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE PERIOD FROM INCORPORATION ON DECEMBER 8, 2023 TO DECEMBER 31, 2023

(Expressed in Canadian Dollars)

12. FINANCIAL INSTRUMENTS AND FINANCIAL RISKS (continued)

Liquidity Risk

Liquidity risk includes the risk that, because of the Company's operational liquidity requirements:

The Company will not have sufficient funds to settle a transaction on the due date.
The Company will be forced to sell financial assets at a value which is less than what they are worth; or
The Company may be unable to settle or recover a financial asset.
The Company is engaged in the mineral exploration field and its expected source of cash flow in the upcoming years will be through equity financing.

At present, the Company does not maintain a bank account & does not have any cash balance at the year end. The Company's ability to continue its operations and meet its financial obligations is largely dependent on its ability to raise additional capital through equity financing or other means.

The following table shows the Company's contractual obligations due:

	Less than 1 Year ($)	1 to 3 Years ($)	Over 3 Years ($)
Accounts payable and accrued liabilities	250,428	-	-
Loans payable	1,822,617	-	-
Acquisition payable	3,500,000	7,500,000	-
	5,573,045	7,500,000	-

Management is actively pursuing strategies to improve liquidity, including seeking new financing opportunities and evaluating ways to reduce operational expenses to preserve cash reserves.

Price Risk

The Company is at risk to changes in commodity prices which may affect financing options available to the Company.

Economic Dependency

Economic dependency is the risk that the Company relies on certain parties to fund the operations of the Company as the Company does not have profitable operations and continuing operations is dependent upon loans from these parties or financings. As at December 31, 2024, the Company relied on its director, shareholder and an unrelated party to fund its operations.

A -20

CONVERSE ACQUISITION COMPANY, LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE PERIOD FROM INCORPORATION ON DECEMBER 8, 2023 TO DECEMBER 31, 2023

(Expressed in Canadian Dollars)

13. TAXES

The following table reconciles the amount of income tax recoverable on application of the combined statutory Canadian federal and provincial income tax rates:

	For the year ended December 31, 2024	For the period from Incorporation on December 8, 2023 to December 31, 2023
Canadian statutory income tax rate	27%	27%
Income tax recovery at statutory rate	$ (50,915)	$ -
Permanent differences		-
Change in deferred tax assets not recognized	50,915	-
Deferred income tax recovery	$ -	$ -

Significant components of the Company's deferred income tax assets are shown below:

	For the year ended December 31, 2024	For the period from Incorporation on December 8, 2023 to December 31, 2023
Non-capital loss carry forwards	$ -	$ -
Total gross deferred income tax assets	50,915	-
Unrecognized deferred income tax assets	(50,915)	-
Net deferred income taxes	$ -	$ -

As at December 31, 2024, the Company had approximately $188,575 in non-capital loss carry forward available to reduce taxable income for future years. The non-capital losses expire in 2044.

A -21

CONVERSE ACQUISITION COMPANY, LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2024

AND THE PERIOD FROM INCORPORATION ON DECEMBER 8, 2023 TO DECEMBER 31, 2023

(Expressed in Canadian Dollars)

14. SUBSEQUENT EVENT

On October 7, 2024, the Company entered into a share purchase agreement (the “SPA”) with Axcap Ventures Inc. (the “Purchaser” or “Axcap”) to acquire all of the issued and outstanding shares of the Company for the following consideration:

20,000,000 Axcap common shares (the “Payment Shares”). The Payment Shares are being issued at a deemed price per share equal to the last closing price of the common shares on the Canadian Stock Exchange on the last trading day prior to the date of this SPA;
$500,000 cash payment to the shareholder of the Company, which will offset against 2 loans payable;
$1,000,000 cash payment to the shareholder of the Company upon closing of Axcap’s financing.

This sales transaction was closed on February 25, 2025. Axcap issued 20,000,000 Axcap shares to the shareholder of CACL as well as paid $1,000,000 cash, in addition to the 7,500,000 Axcap shares issued to the Seller as RTO Closing Payment. Also see Notes 4 and 7.

A -22

AI assistant

Roxmore Resources Inc. — M&A Activity 2025

43528_rns_2025-05-06_41d4d85c-c21b-4b63-ac85-0150f1974e63.pdf

2.4 Effect on Financial Position

2.5 Prior Valuations

2.6 Parties to the Transaction

2.7 Date of Report

Item 3 Financial Statements

SCHEDULE “A”

CONVERSE RESOURCES

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Independence

Material Uncertainty Related to Going Concern

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

Auditors' Responsibilities for the Audit of the Financial Statements

1. NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

2. BASIS OF PREPERATION

Statement of compliance

Going concern assumption

Basis of measurement

2. BASIS OF PREPARATION (continued)

Functional and presentational currency

Use of Estimates

Reclamation liability

3. MATERIAL ACCOUNTING POLICIES

Financial Instruments

Asset / Liability Classification

Impairment of financial assets at amortized cost

Financial assets at fair value through profit and loss

Financial liabilities

Initial recognition and measurement

3. MATERIAL ACCOUNTING POLICIES (CONTINUED)

3. MATERIAL ACCOUNTING POLICIES (CONTINUED)

New accounting policy

Future Changes in Accounting Policies:

4. EXPLORATION AND EVALUATION EXPENDITURES

Pre-exploration costs

a) Converse Exploration Project

5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

6. MEMBER'S EQUITY

7. RELATED PARTY BALANCES AND TRANSACTIONS

8. MANAGEMENT OF CAPITAL

9. FINANCIAL INSTRUMENTS AND FINANCIAL RISK

Liquidity Risk

Price Risk

Credit risk

9. FINANCIAL INSTRUMENTS AND FINANCIAL RISK (CONTINUED)

10. SUBSEQUENT EVENTS

SCHEDULE "B"

CONVERSE ACQUISITION COMPANY, LIMITED

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Independence

Material Uncertainty Related to Going Concern

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

CONVERSE ACQUISITION COMPANY, LIMITED

2. BASIS OF PREPARATION (continued)

Basis of Measurement

Functional and Presentational Currency

Use of Estimates

3. MATERIAL ACCOUNTING POLICIES

Financial Instruments

3. MATERIAL ACCOUNTING POLICIES (continued)

Financial Instruments (continued)

Impairment of financial assets at amortized cost

Financial assets at fair value through profit and loss

Financial Liabilities

Initial recognition and measurement

Subsequent measurement – financial liabilities at amortized cost

Derecognition

Exploration and Evaluation Expenditures

Pre-exploration costs

3. MATERIAL ACCOUNTING POLICIES (continued)

Foreign-Currency Translation (continued)

Transactions and balances:

Foreign operations:

Foreign-Currency Translation (continued)

Roxmore Resources Inc. M&A Activity 2025