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Sankamap Metals M&A Activity 2025

Nov 29, 2025

48479_rns_2025-11-28_f9cabcb4-5d3d-451f-9be7-3a092925bd13.pdf

M&A Activity

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Form 51-102F4
Business Acquisition Report

Item 1 Identity of Company

1.1 Name and Address of Company

Sankamap Metals Inc. (the "Company")
250 Southridge NW, Suite 300
Edmonton, AB
T6H 4M9

1.2 Executive Officer

John Florek, Director and Chief Executive Officer
Telephone: 780-437-6624

Item 2 Details of Acquisition

2.1 Nature of Business Acquired

Pursuant to a share exchange agreement (the "Agreement") dated effective February 6, 2025, between the Company and Sankmap Exploration Inc. ("Sankamap Exploration"), the Company acquired 100% of the issued and outstanding equity interests in the capital of Sankamap Exploration (the "Transaction") from the shareholders thereof (together, the "Vendors"). Prior to the closing of the Transaction, Sankamap Exploration was a private arm's length British Columbia company whose principal assets were mineral properties located in the Solomon Islands.

2.2 Acquisition Date

February 19, 2025 (the "Closing Date").

2.3 Consideration

Pursuant to the Agreement, the Company issued 16,625,000 common shares in the capital of the Company (each, a "Consideration Share") to the shareholders of Sankamap Exploration in exchange for all the issued and outstanding common shares of Sankamap Exploration at a deemed price of $0.06 per Consideration Share for total deemed consideration of $997,500. The Consideration Shares are subject to a hold period pursuant to the Canadian Securities Exchange whereby the Consideration Shares may not be traded before the later of: (a) June 20, 2025; and (b) the date that is ten days after the Company files a business acquisition report on Form 51-102F4 in connection with the Transaction.

2.4 Effect on Financial Position

Upon completion of the Transaction, Sankamap Exploration became a wholly-owned subsidiary of the Company. The business and operations of Sankamap Exploration have been combined with those of the Company and are managed concurrently. The Company does not have any plans or proposals for material changes in its business affairs, or the affairs of the acquired business that may have a significant effect on the financial performance or position of the Company, including any proposal to liquidate the business of Sankamap Exploration, to sell, lease or exchange all or any substantial


parts of its assets, to amalgamate the business organization or to make any other material changes.

2.5 Prior Valuations

No valuation opinions were obtained in the last 12 months by Sankamap Exploration or the Company as required by securities legislation or a Canadian exchange or market to support the consideration paid by the Company or any of its subsidiaries for the equity interests of Sankamap Exploration.

2.6 Parties to Transaction

The acquisition was not with an informed person (as such term is defined in section 1.1 of National Instrument 51-102 – Continuous Disclosure Obligations), associate or affiliate of the Company.

2.7 Date of Report

November 28, 2025.

Item 3 Financial Statements and Other Information

Pursuant to Part 8 of National Instrument 51-102 – Continuous Disclosure Obligations, the following financial statements are attached as Schedule "A" hereto:

(a) Audited annual financial statements of Sankamap Exploration as at and for the fiscal year ended June 30, 2024.

Cautionary Statement: Certain information contained in this business acquisition report constitutes "forward-looking information", within the meaning of Canadian legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur", "be achieved" or "has the potential to". Forward looking statements contained in this business acquisition report, including the Company's ability to incorporate the business of Sankamap Exploration into the business of the Company, involve known and unknown risks and uncertainties which may not prove to be accurate. Actual results and outcomes may differ materially from what is expressed or forecasted in these forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Among those factors which could cause actual results to differ materially are the following: market conditions and other risk factors listed from time to time in the Company's reports filed with Canadian securities regulators on SEDAR+ at www.sedarplus.ca. The forward-looking statements included in this business acquisition report are made as of the date of this business acquisition report and the Company disclaims any intention or obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

2


Schedule "A"

SANKAMAP EXPLORATION INC.

Financial Statements

For the period from October 11, 2023 to June 30, 2024


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 Sankamap Exploration Inc.

Opinion

We have audited the financial statements of Sankamap Exploration Inc. (the "Company") which comprise:

  • the statement of financial position as of June 30, 2024;
  • the statement of loss and comprehensive loss for the period from incorporation on October 11, 2023 to June 30, 2024;
  • the statement of changes in equity for the period from incorporation on October 11, 2023 to June 30, 2024;
  • the statement of cash flows for the period from incorporation on October 11, 2023 to June 30, 2024; 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 of June 30, 2024, and its financial performance and its cash flows for the period from incorporation on October 11, 2023 to June 30, 2024 in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. 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 audit of the financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements.

Emphasis of Matter - Material Uncertainty Related to Going Concern

We draw attention to Note 1 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.

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 27, 2025


SANKAMAP EXPLORATION INC.
Statement of Financial Position
As at June 30, 2024

Assets

Current
Cash $ 8,601
8,601
Non-current
Exploration and evaluation assets (note 5) 297,646
$ 306,247

Liabilities

Current
Accounts payable and accrued liabilities $ 71,331
Due to related parties (note 7) 126,401
197,732

Equity

Share capital (note 4) 147,250
Deficit (38,735)
108,515
Total liabilities and equity $ 306,247

Nature of operations and going concern (note 1)
Subsequent events (note 9)

Approved on behalf of the Board of Directors:

"Sean Mager"
Director

"John Williamson"
Director

The accompanying notes form an integral part of these financial statements


SANAKAMAP EXPLORATION INC.
Statement of Loss and Comprehensive Loss
For the Period from October 11, 2023 to June 30, 2024

Expenses

Office and administration $ 342
Professional fees 38,229
(38,571)
Other expenses
Foreign exchange loss (164)
Net loss and comprehensive loss $ (38,735)
Basic and diluted loss per common share $ (0.00)
Basic and diluted weighted average number of common shares outstanding 9,091,826

The accompanying notes form an integral part of these financial statements


SANAKAMAP EXPLORATION INC.

Statement of Changes in Equity

For the Period from October 11, 2023 to June 30, 2024

Share Capital Deficit $ Total $
Number of Shares Amount $
Balance October 11, 2023 (date of incorporation) - - - -
Shares issued on incorporation 3 - - -
Cancellation of incorporation shares (3) - - -
Shares issued for settlement of debt (note 4) 16,625,000 147,250 - 147,250
Net loss for the period - - (38,735) (38,735)
Balance, June 30, 2024 16,625,000 147,250 (38,735) (108,515)

The accompanying notes form an integral part of these financial statements


SANAKAMAP EXPLORATION INC.
Statement of Cash Flows
For the Period from October 11, 2023 to June 30, 2024

2024
Cash provided by (used in): $
OPERATING ACTIVITIES
Net loss (38,735)
Net changes in non-cash working capital items:
Accounts payable and accrued liabilities 71,331
Net cash provided by operating activities 32,596
INVESTING ACTIVITY
Expenditure on exploration and evaluation assets (note 5) (207,877)
Net cash used in investing activity (207,877)
FINANCING ACTIVITY
Cash acquired in exchange for the assumption of debt 57,481
Advances from related parties (note 7) 126,401
Net cash provided by financing activity 183,882
Change in cash 8,601
Cash, beginning of period -
Cash, end of period 8,601
Supplemental disclosure of cash flow information:
Interest paid in cash -
Income tax paid in cash -
Non-cash investing and financing activities:
Debt assumed upon acquisition of exploration and evaluation assets $ 135,940
Shares issued upon settlement of debt $ 147,250

The accompanying notes form an integral part of these financial statements


SANAKAMAP EXPLORATION INC.

Notes to the Financial Statements

For the Period from October 11, 2023 to June 30, 2024

1. Nature of operations and going concern

Sankamap Exploration Inc. (the “Company”) was incorporated under the Business Corporations Act (British Columbia) on October 11, 2023. The Company’s head office is at 250 Southridge, Suite 300, Edmonton, Alberta, T6H 4M9. The Company is in the business of exploring and evaluating mineral properties domiciled in the Solomon Islands. The Company has not yet determined whether its mineral properties contains ore reserves that are economically recoverable.

These financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for at least the next twelve months. Management recognizes that the Company will need to obtain additional financing to meet its planned business objectives.

The Company has not yet generated cash flows from operations and had a working capital deficiency of $189,131 as at June 30, 2024. The Company’s ability to continue as a going concern and to realize the carrying value of its assets and settle its liabilities when due depends on its ability to obtain additional financing and generate revenues sufficient to cover its operating costs.

Subsequent to year-end, as disclosed in note 9, the Company entered into a $100,000 unsecured promissory note and was acquired by Maclaren Metals Ltd. through a share exchange transaction. While these events provide additional financial support and corporate continuity, there remains no assurance that the Company or its successor will be able to obtain sufficient financing or achieve profitable operations in the future. These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern.

These financial statements do not include any adjustments that might result if the Company is unable to continue as a going concern. Such adjustments could be material and could affect the carrying values of assets, liabilities, and the reported amounts of expenses in the financial statements.

2. Basis of presentation

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

These financial statements were authorized for issue by the Board of Directors of the Company on November 26, 2025.

These financial statements are presented in Canadian Dollars, unless otherwise noted. The Canadian dollar is the functional and presentation currency of the Company.

These financial statements have been prepared on the historical cost basis, except for certain financial instruments, which are recorded at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for the cash flow information.


SANAKAMAP EXPLORATION INC.

Notes to the Financial Statements

For the Period from October 11, 2023 to June 30, 2024

3. Material accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these financial statements, unless otherwise indicated.

a) Management estimates and judgments

The preparation of these financial statements requires management to make certain estimates, judgments and assumptions that affect the amounts reported and disclosed in its financial statements and related notes. Those include estimates that, by their nature, are uncertain and actual results could differ materially from those estimates. The impacts of such estimates may require accounting adjustments based on future results. Revisions to accounting estimates are recognized in the period in which the estimate is revised.

The areas which require management to make significant estimates, judgments and assumptions in determining carrying values include:

Judgments

Exploration and evaluation assets

The application of the Company’s accounting policy for exploration and evaluation assets requires judgment in determining whether it is likely that costs incurred will be recovered through successful exploration and development or sale of the asset under review. Furthermore, the assessment as to whether economically recoverable reserves exist is itself an estimation process. Estimates and assumptions made may change if new information becomes available. If, after the expenditure is capitalized, information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalized is written off in profit or loss in the period when the new information becomes available.

Impairment of exploration and evaluation assets

At the end of each reporting period, management applies judgment in assessing whether there are any indicators of impairment relating to exploration and evaluation assets. If there are indicators of impairment, the recoverable amount of the related asset is estimated in order to determine the extent of impairment, if any. Indicators of impairment may include (i) the period for which the Company has the right to explore in the specific area has expired during the year or will expire in the near future and is not expected to be renewed; (ii) substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned; (iii) exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and (iv) sufficient data exists to indicate that the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale. No impairment indicators were identified by management as at June 30, 2024.

b) Cash

Cash is comprised of cash on hand and cash on deposit with the Company’s financial institution on which it earns variable amounts of interest.

c) Financial instruments

Financial instruments are classified into one of five categories and, depending on the category, will either be measured at amortized cost using the effective interest method or fair value. Held to maturity investments, loans


SANAKAMAP EXPLORATION INC.

Notes to the Financial Statements

For the Period from October 11, 2023 to June 30, 2024

3. Material accounting policies (continued)

and receivables, and other financial liabilities are measured at amortized cost. Financial assets and liabilities classified as fair value through profit or loss ("FVTPL") and available for sale financial assets are carried on the statement of financial position at their fair values, where such fair value is determinable. Changes in the fair value of fair value through profit or loss financial instruments are recognized in profit or loss in the period in which they occur, and changes in the fair value of available for sale financial assets are recognized as a component of other comprehensive income until the related financial assets are derecognized or impaired at which time accumulated changes in fair value in accumulated other comprehensive income are recognized in profit or loss. The Company classifies its cash as FVTPL and its accounts payable and accrued liabilities and due to related parties are classified as other financial liabilities.

The Company accounts for financial assets on the trade date, being the date on which the Company commits to buy or sell the financial asset. Transaction costs related to financial assets or financial liabilities classified as other than fair value through profit and loss will be added to the initial carrying value of the financial asset or liability. Transaction costs related to financial assets or financial liabilities classified as fair value through profit and loss are recognized immediately in profit or loss. Where transaction costs relate to available for sale financial assets they will be charged to other comprehensive income immediately after capitalization as available for sale assets are measured at fair value.

The Company assesses at each reporting date whether there is evidence that a financial asset or a group of financial assets is impaired. Evidence of impairment may include indications that a counter party is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization and when indicators suggest that there are measurable decreases in the estimated future cash flows.

d) Exploration and evaluation properties

Exploration and evaluation property acquisition costs and exploration costs directly related to specific properties are capitalized, commencing on the date that the Company acquires legal rights to explore a property, until technical and economic feasibility of extracting a mineral resource is demonstrable, or until the properties are sold or abandoned. Exploration costs may include costs such as materials used, surveying costs, drilling costs, payments made to contractors, analysing historical exploration data, geophysical studies, and depreciation on equipment used during the exploration stage. If the properties are put into commercial production, the acquisition and exploration expenditures will be depleted using the units of production basis based upon the proven reserves available. If the properties are sold or abandoned, these expenditures will be written off.

Where the Company's exploration commitments for an area of interest are performed under option agreements with a third party, the proceeds of any option payments under such agreements are applied to the area of interest to the extent of costs incurred. The excess, if any, is credited to the statement of loss and comprehensive loss.

Mineral properties are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may exceed the recoverable amount. Where there is evidence of impairment, the net carrying amount of the asset will be written down to its recoverable amount. Title to resource properties 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 conveyance history characteristic of many resource properties.


SANAKAMAP EXPLORATION INC.

Notes to the Financial Statements

For the Period from October 11, 2023 to June 30, 2024

3. Material accounting policies (continued)

e) Comprehensive income (loss) and equity

Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss) ("OCI"). OCI represents changes in shareholders' equity during a period arising from transactions and other events with non-owner sources. When applicable, components of OCI are recorded net of related income taxes. Cumulative changes in OCI are included in accumulated other comprehensive income ("AOCI"), which is presented as a category of equity in the statements of changes in equity.

f) Income (loss) per share

Income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. In computing diluted earnings per share, an adjustment is made for the dilutive effect of outstanding share options, warrants and other convertible instruments. In the periods when the Company reports a net loss, the effect of potential issuances of shares under share options and other convertible instruments is anti-dilutive. When diluted earnings per share is calculated, only those share options and other convertible instruments with exercise prices below the average trading price of the Company's common shares for the period will be dilutive.

g) Adoption of New or Amended Accounting Standards

Certain new standards, interpretations and amendments to existing standards have been issued by the IASB or the International Financial Reporting Interpretations Committee ("IFRIC") that are mandatory for accounting periods beginning on or after July 1, 2025, or later periods. Some updates that are not applicable or are not consequential to the Company may have been excluded from the list below. The Company has reviewed new and revised accounting pronouncements that have been issued but are not yet effective. The Company does not anticipate any material changes to the consolidated financial statements upon adoption of these new revised accounting pronouncements.

IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosure, were amended by the IASB in May 2024, with mandatory application of the standard in annual reporting periods beginning on or after January 1, 2026.

IFRS 18 Presentation and Disclosure in Financial Statements was issued by the IASB in April 2024, with mandatory application of the standard in annual reporting periods beginning on or after January 1, 2027.

Management is currently assessing the impact of these standards on the consolidated financial statements. No standards have been early adopted in the current period and expected to have a material impact on the Company's consolidated financial statements

There are no other IFRS or IFRIC Interpretations that are not yet effective that would be expected to have a material impact on the Company.


SANAKAMAP EXPLORATION INC.

Notes to the Financial Statements

For the Period from October 11, 2023 to June 30, 2024

4. Share capital

a) Common shares

The Company's articles authorize an unlimited number of common shares without par value and an unlimited number of preferred shares.

A summary of changes in common share capital in the period is as follows:

Number of shares Amount
Balance at October 11, 2023 - $ -
Shares issued for settlement of debt 16,625,000 147,250
Balance at June 30, 2024 16,625,000 $ 147,250

On incorporation, the Company issued 3 common shares for a nominal amount which were cancelled during the period ended June 30, 2024.

On January 23, 2024, the Company issued 12,350,000 common shares at a price of $0.005 per common share to settle debt of $61,750 (note 7).

On March 22, 2024, the Company issued 4,275,000 common shares at a price of $0.02 per common share to settle debt of $85,500 (note 7).

5. Exploration and evaluation assets

Expenditures related to the acquisition and exploration of mineral properties consisted of:

Sankamap Properties
$
Acquisition costs:
Additions (note 7) 135,940
Balance, June 30, 2024 135,940
Exploration Costs:
Additions 161,706
Balance, June 30, 2024 161,706
Total, June 30, 2024 297,646

SANAKAMAP EXPLORATION INC.

Notes to the Financial Statements

For the Period from October 11, 2023 to June 30, 2024

5. Exploration and evaluation assets (continued)

Sankamap properties

The Sankamap properties include the Fauro Gold (Au) Project ("Fauro") and the Kuma Copper-Gold (Cu-Au) Project ("Kuma"), both located in the Solomon Islands. The 4,300-hectare Kuma project is situated 37 km southeast of Honiara, the capital city of Guadalcanal Island, Solomon Islands. And the 14,700- hectare Fauro project is located on Fauro Island in northern Solomon Islands.

During the period ended June 30, 2024, the Company acquired the Sankamap properties of $135,940 and cash of $57,481 in exchange for debt assumed from related and other parties (note 7) of $138,671 and $54,750, respectively. The Company also incurred exploration expenditures of $161,706, in relation to acquisition, early-stage exploration and review of historical exploration.

6. Financial instruments and risk management

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

Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company is exposed to credit risk by holding cash. Holding the cash in large Canadian financial institutions minimizes this risk. The Company has minimal accounts receivable exposure, and its amounts recoverable are due from a Canadian government agency. Credit risk is assessed as low.

Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.

Interest Rate Risk

The Company's exposure to interest rate risk relates to its ability to earn interest income on cash balances at variable rates. The fair value of the Company's cash accounts is relatively unaffected by changes in short-term interest rates. The income earned on certain bank accounts is subject to the movements in interest rates. Currently, this risk will have an immaterial effect on operations.

Liquidity Risk

Liquidity risk is defined as the risk that the Company will not be able to settle its obligations as they come due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company's normal operating requirements on an ongoing basis. The Company's objective is to maintain sufficient funds available to meet its short-term business requirements by taking into account the anticipated cash expenditures for its exploration and other operating activities, and its holding of cash and cash equivalents.

As at June 30, 2024, the Company had a cash balance of $8,601 to settle current liabilities of $197,732. All the liabilities presented as accounts payable and accrued liabilities are due within 90 days of June 30, 2024.

The Company is engaged in the mineral exploration field and manages related industry risk issues directly. The Company is potentially at risk for environmental issues and fluctuations in commodity based market prices associated with resource property interests. Management is of the opinion that the Company addresses environmental risk and compliance in accordance with industry standards and specific project environmental requirements.

13


SANAKAMAP EXPLORATION INC.

Notes to the Financial Statements

For the Period from October 11, 2023 to June 30, 2024

6. Financial instruments and risk management (continued)

Capital Management

The Company includes the components of equity in the definition of capital. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of underlying assets. In order to maintain or adjust its capital structure, the Company may issue new shares, purchase shares for cancellation or make special distributions to shareholders. The Company is not subject to any externally imposed capital requirements and does not presently utilize any quantitative measures to monitor its capital. There were no changes in the Company’s approach to capital management during the year.

Fair value

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

  • Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
  • Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
  • Level 3 – Inputs that are not based on observable market data.

The Company’s cash, accounts payable and accrued liabilities, and amounts due to related parties approximate their current fair values because of their nature and anticipated settlement dates.

Cash is measured at fair value on recurring basis using level 1 inputs.

7. Related party transactions and balances

The Company’s key management personnel include officers and directors of the Company. Related party transactions are in the normal course of operations and have been measured in these financial statements at their exchange amounts, which is the amount of consideration established and agreed to by the related parties.

Key management includes directors and key officers of the Company, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). The Key management compensation during the period was $Nil.

On January 23, 2024, the Company assumed debt of $92,500 to officers and directors of the Company and debt of $46,171 to a company with officers and directors in common with the Company in exchange for their interests in the Fauro and Kuma exploration and evaluation assets (note 5).

On January 23, 2024, the Company issued 8,750,000 common shares at a price of $0.005 per common share to officers and directors of the Company to settle debt of $43,750.

On March 22, 2024, the Company issued 2,437,500 common shares at a price of $0.02 per common share to officers and directors of the Company to settle debt of $48,750.

As at June 30, 2024, the Company owes $126,401 to entities with common directors and officers which has been included in due to related parties. Amounts payable are unsecured, non-interest bearing and due on demand.

14


SANAKAMAP EXPLORATION INC.

Notes to the Financial Statements

For the Period from October 11, 2023 to June 30, 2024

8. Income taxes

In assessing deferred income tax assets, management considers whether it is probable that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the years in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment and concluding the deferred tax assets were not realized.

The reconciliation of the income tax provision computed at statutory rates to the reported income tax provision is approximately as follows:

Period from Incorporation to June 30, 2024
Loss before income taxes $ (38,735)
Statutory income tax rate 27%
Expected income tax recovery (10,458)
Unrecognized benefit of income tax losses 10,458
Income tax recovery $ -

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

June 30, 2024
Deferred income tax assets
Exploration and evaluation assets $ -
Non-capital loss carry-forwards 10,458
10,458
Valuation allowance (10,458)
Deferred income tax assets $ -

The Company has non-capital losses of approximately $38,735 which may be carried forward to reduce taxable income in future years. The non-capital losses expire in 2044.

The deferred tax assets have not been recognized because at this stage of the Company's development it is not determinable that future taxable profit will be available against which the Company can't utilize such deferred tax assets.

9. Subsequent events

On December 20, 2024, the Company issued an unsecured promissory note to a private arm's-length company for $100,000, payable on demand after April 1, 2025. Interest is payable at a rate of 10% per annum.

On February 6, 2025, the Company and Maclaren Metals Ltd. ("Maclaren"), an arm's length party prior to closing, entered into a Share Exchange Agreement whereby Maclaren would acquire all of the outstanding equity interests of the Company. On February 19, 2025, Maclaren issued 16,625,000 common shares to the shareholders of the Company in exchange for all the issued and outstanding common shares of the Company at a deemed price of $0.06 per share for a total deemed consideration of $997,500.

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