Sendero Resources Corp. — Audit Report / Information 2025

Nov 28, 2025

SENDERO RESOURCES

SENDERO RESOURCES CORP.

CONSOLIDATED FINANCIAL STATEMENTS

For the years ended July 31, 2025 and 2024

(Expressed in Canadian Dollars)

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DeVISSERGRAY LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

401-905 West Pender St

Vancouver BC V6C 1L6

www.devissergray.com

t 604.687.5447

f 604.687.6737

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Sendero Resources Corp.

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Sendero Resources Corp. (the "Company"), which comprise the consolidated statements of financial position as at July 31, 2025 and 2024, and the consolidated statements of net loss and comprehensive loss, changes in shareholders' equity and cash flows for the years then ended, including a summary of the material accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as at July 31, 2025 and 2024 and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards ("IFRS").

Basis for Opinion

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

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company's continuing operations are dependent upon its ability to raise adequate financing to develop its exploration and evaluation assets, and to commence profitable operations in the future. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

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

In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there is the following key audit matter to communicate in our auditor's report.

Key audit matter:	How our audit addressed the key audit matter:
Assessment of impairment indicators of Exploration and evaluation assets.	Our approach to addressing the matter included the following procedures, among others:
Refer to note 3 – Significant estimates and assumptions, note 3 – Accounting policy for exploration and evaluation assets and note 7 Exploration and evaluation assets	Evaluated the reasonableness of management’s assessment of impairment indicators, which included the following:
Management assesses at each reporting period whether there is an indication that the carrying value of exploration	• Assessed the Company market capitalization in comparison to the Company’s net assets, which may be an indication of impairment.

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and evaluation assets may not be recoverable. Management applies significant judgment in assessing whether indicators of impairment exist that necessitate impairment testing. Internal and external factors, such as (i) a significant decline in the market value of the Company's share price; (ii) changes in the Company's assessment of whether commercially viable quantities of mineral resources exist within the property; and (iii) changes in metal prices, capital and operating costs, are evaluated by management in determining whether there are any indicators of impairment.

We considered this a key audit matter due to (i) the significance of the exploration and evaluation asset balance and (ii) the significant audit effort and subjectivity in applying audit procedures to assess the factors evaluated by management in its assessment of impairment indicators, which required significant management judgement.

• Assessed the completeness of the factors that could be considered indicators of impairment, including consideration of evidence obtained in other areas of the audit.
• Confirmed that the Company's right to explore the property had not expired.
• Obtained management's written representations regarding the Company's future plans for the exploration and evaluation assets.
• Assessed the reasonability of the Company's financial statement disclosure regarding their exploration and evaluation assets.

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, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

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

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

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

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the

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Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure, and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Company as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

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

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

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

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

De Visser Gray LLP

Chartered Professional Accountants

Vancouver, BC, Canada

November 27, 2025

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SENDERO RESOURCES CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian Dollars)

	July 31, 2025	July 31, 2024
ASSETS
Current
Cash	$ 739,789	$ 209,425
GST receivable	64,678	43,588
Prepaid expenses	23,468	30,171
	827,935	283,184
Non-current
VAT receivable	-	979,711
Exploration and evaluation assets (Note 7)	2,208,333	2,208,333
	2,208,333	3,188,044
	$ 3,036,268	$ 3,471,228
LIABILITIES
Current
Trade and other payables (Note 9)	$ 2,177,531	$ 2,755,871
SHAREHOLDERS' EQUITY
Common shares (Note 8)	12,115,845	10,566,045
Reserves (Note 8)	1,730,816	867,873
Deficit	(12,987,924)	(10,718,561)
	858,737	715,357
	$ 3,036,268	$ 3,471,228

Nature of operations and continuance of operations (Note 1)
Commitments (Note 10)
Subsequent events (Note 7 and 8)

These consolidated financial statements were authorized for issue by the Board of Directors on November 27, 2025.

Approved by the Board of Directors:

"Manni Buttar"
Manni Buttar

"Alex Gostevskikh"
Alex Gostevskikh

See notes to the consolidated financial statements

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SENDERO RESOURCES CORP.

CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS

(Expressed in Canadian Dollars)

	Year ended July 31, 2025	Year ended July 31, 2024
Exploration expenses (Note 7)	$ (138,589)	$ (5,758,568)
Administrative expenses
Accounting and audit (Note 9)	97,247	183,855
Bank charges	5,822	193,571
Bonus (Note 9)	-	534,071
Consulting fees	147,439	246,197
Foreign exchange loss/(gain)	56,524	(620,294)
Legal	66,126	95,652
Listing and filing fees	66,044	93,208
Management fee (Note 9)	138,001	255,000
Marketing	61,204	278,528
Office expense	35,874	64,739
Reverse takeover listing expense (Note 6)	-	1,200,000
Share-based compensation (Notes 8 and 9)	795,234	786,226
Travel	32,147	113,854
	(1,501,662)	(3,424,607)
Other items
Gain on settlement of debt (Note 12)	119,401	-
Interest income	11,352	36,926
Write-off of VAT receivable	(759,865)	-
	(629,112)	36,926
Net loss	(2,269,363)	(9,146,249)
Other comprehensive income
Cumulative translation adjustment	67,709	238,886
Total comprehensive loss for the year	$ (2,201,654)	$ (8,907,363)
Basic and diluted loss per share	$ (0.16)	$ (1.41)
Weighted average number of common shares outstanding	14,425,233	6,294,983

See notes to the consolidated financial statements

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SENDERO RESOURCES CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Expressed in Canadian Dollars)

	Common shares		Reserves			Total shareholders' equity
	Number of shares*	Amount	Finder's warrants	Share- based compensation	Foreign exchange reserve
Balance as at July 31, 2023	4,572,354	$ 6,243,169	$ 152,670	$ -	$ (46,923)	$ (1,572,312)
Shares issued:
Reverse takeover ("RTO")	600,000	1,200,000	-	-	-	1,200,000
Conversion shares to management	1,101,450	2,202,900	-	-	-	2,202,900
Bonus shares to management	267,036	534,071	-	-	-	534,071
Exercise of finder's warrants	19,098	56,433	(18,236)	-	-	38,197
Exercise of warrants	68,000	204,000	-	-	-	204,000
Exercise of options	12,500	42,250	-	(17,250)	-	25,000
Restricted share units vested	350,000	227,500	-	(227,500)	-	-
Share issue costs	-	(144,278)	-	-	-	(144,278)
Share-based compensation	-	-	-	786,226	-	786,226
Net loss and comprehensive loss	-	-	-	-	238,886	(9,146,249)
Balance as at July 31, 2024	6,990,438	10,566,045	134,434	541,476	191,963	(10,718,561)
Shares issued:
Private placements	12,695,001	1,523,400	-	-	-	1,523,400
Exercise of warrants	165,000	26,400	-	-	-	26,400
Share-based compensation	-	-	-	795,234	-	795,234
Net loss and comprehensive loss	-	-	-	-	67,709	(2,269,363)
Balance as at July 31, 2025	19,850,439	$ 12,115,845	$ 134,434	$ 1,336,710	$ 259,672	$ (12,987,924)

• Effective November 11, 2024, the Company consolidated its common shares on a 10:1 basis. All share and per share amounts in the consolidated financial statements have been retroactively restated to reflect the share consolidation.

See notes to the consolidated financial statements

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SENDERO RESOURCES CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Canadian Dollars)

	Year ended July 31, 2025	Year ended July 31, 2024
Operating activities
Net loss	$(2,269,363)	$(9,146,249)
Items not involving cash:
Share-based compensation	795,234	786,226
Foreign exchange	(245,308)	238,886
Gain on settlement of debt	(119,401)	-
Write-off of VAT receivables	759,865	-
Management fee paid in common shares	-	534,071
Reverse takeover listing expense	-	1,200,000
Changes in non-cash working capital items
GST receivable	(21,090)	(33,600)
VAT receivable	(57,556)	(979,711)
Prepaid expenses	6,703	(21,154)
Trade and other payables	172,005	2,639,993
Cash used in operating activities	(978,911)	(4,781,538)
Financing activities
Proceeds from private placements	1,523,400	-
Share issue costs	(40,525)	(103,753)
Proceeds from exercise of warrants	26,400	204,000
Proceeds from exercise of finder's warrants	-	38,197
Proceeds from exercise of options	-	25,000
Cash provided by financing activities	1,509,275	163,444
Net change in cash	530,364	(4,618,094)
Cash – beginning of the year	209,425	4,827,519
Cash – end of the year	$ 739,789	$ 209,425
Supplemental disclosure with respect to cash flows:
Common shares issuance pursuant to RTO listing expense	$ -	$ 1,200,000
Common shares issuance pursuant to bonus payments	$ -	$ 534,071
Common shares issuance pursuant to restricted share units	$ -	$ 227,500
Share issue costs included in trade in other payables	$ -	$ 40,525

See notes to the consolidated financial statements

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SENDERO RESOURCES CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 and 2024

(Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS AND CONTINUANCE OF OPERATIONS

Sendero Resources Corp. (the "Company") was incorporated in British Columbia, Canada under the Business Corporations Act on August 13, 2021 under the name of 1319732 B.C. Ltd. The Company changed its name to Sendero Resources Corp. on September 27, 2023. The Company's registered office is located at 1900-1040 W. Georgia Street, Vancouver, BC, V6E 4H3.

Sendero Holdings Ltd. ("Sendero Holdings") is a subsidiary of the Company. It was incorporated on August 4, 2020 under the name of Reyna Gold Corp., changed its name to 1260005 B.C. Ltd. on January 21, 2021, and changed its name to Sendero Holdings Ltd. on June 1, 2021. Sendero Holdings is domiciled in Canada under the Business Corporations Act (British Columbia). Its registered office is located at 1900-1040 W. Georgia Street, Vancouver, BC, V6E 4H3.

On September 27, 2023, the Company completed the acquisition of Sendero Holdings pursuant to an amalgamation agreement dated April 27, 2023 (the "Transaction"). For accounting purposes, the Transaction constituted a reverse takeover ("RTO") (see Note 6).

The Company is a reporting issuer in British Columbia and Alberta, and the Company's common shares are listed on the TSX Venture Exchange (the "Exchange") under the symbol "SEND".

Effective November 11, 2024, the Company consolidated its common shares on a 10:1 basis. All share and per share amounts in the consolidated financial statements have been retroactively restated to reflect the share consolidation.

These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") applicable to 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 the foreseeable future. The continuing operations of the Company are dependent upon its ability to raise adequate financing to develop its exploration and evaluation assets, and to commence profitable operations in the future. To date, the Company has not generated any significant revenues and is considered to be in the exploration stage. There are material uncertainties that cast significant doubt about the appropriateness of the going concern assumption.

Management's plan includes continuing to pursue additional sources of financing through equity offerings, seeking joint venture partners to fund exploration, monitoring exploration activity and reducing overhead costs. Should the Company be unable to realize on its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded on the statements of financial position. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that may be necessary should the Company be unable to continue in existence.

	July 31, 2025	July 31, 2024
Deficit	$ (12,987,924)	$ (10,718,561)
Working capital deficiency	$ (1,349,596)	$ (2,472,687)

2. BASIS OF PREPARATION

(a) Statement of compliance

These consolidated financial statements, including comparatives, have been prepared in accordance and compliance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB").

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SENDERO RESOURCES CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 and 2024

(Expressed in Canadian Dollars)

2. BASIS OF PREPARATION (Continued)

(b) Basis of preparation

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

These consolidated financial statements have been prepared on the basis of IFRS standards that are published at the time of preparation.

3. MATERIAL ACCOUNTING POLICIES

Basis of consolidation

Subsidiaries

The consolidated financial statements include the financial statements of the Company and the entities controlled by the Company (its "subsidiaries"). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The Company's subsidiaries are:

	% of ownership	Jurisdiction	Principal activity
Barton S.A.S.	100%	Argentina	Exploration company
Sendero Holdings Ltd.	100%	Canada	Exploration company

The subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continues to be consolidated until the date that such control ceases.

Inter-company balances and transactions

Inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated in preparing the consolidated financial statements.

Foreign currencies

The functional and presentation currency of the Company is the Canadian dollar.

Transactions in currencies other than the functional currency are recorded at the rate of the exchange prevailing on the dates of transactions. At each financial position reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at each reporting date. Non-monetary items denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

The Company has determined that the functional currency of its subsidiary in Argentina is the United States Dollars. Exchange differences arising from the translation of the subsidiary's functional currency into the Company's presentation currency are taken directly into the foreign exchange reserve.

Subsidiaries

The results and financial position of the Company's subsidiaries that have a functional currency different from the Company's presentation currency are translated into the presentation currency as follows:

• Assets and liabilities are translated at the closing rate at the reporting date;
• Income and expenses are translated at average exchange rates for the period;
• Equity is translated using historical rates; and
• All resulting exchange differences are recognized in other comprehensive income as cumulative translation adjustments.

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SENDERO RESOURCES CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 and 2024

(Expressed in Canadian Dollars)

3. MATERIAL ACCOUNTING POLICIES (Continued)

Foreign currencies (Continued)

On consolidation, exchange differences arising from the translation of the net investment in the foreign entity are taken to the foreign exchange reserve included in Reserves. When a foreign operation is sold, such exchange differences are recognized in the statement of loss as part of the gain or loss on sale.

Share capital

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity. Common shares issued for consideration other than cash are valued based on their market value at the date the shares are issued.

The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component. The Company considers the fair value of common shares issued in a private placement to be the more easily measurable component and the common shares are valued at their fair value, as determined by the closing quoted bid price on the announcement date. The balance, if any, is allocated to the attached warrants. Any fair value attributed to the warrants is recorded as reserves.

Share-based payment transactions

Stock options

The grant date fair value of stock options is measured using the Black-Scholes option pricing model and is recognized as an expense, with a corresponding increase in the share-based compensation reserve within equity, over the vesting period. The amount recognized as an expense is based on the estimate of the number of awards expected to vest, which is revised if subsequent information indicates that actual forfeitures are likely to differ from the estimate. Upon exercise of stock options, the consideration paid by the holder is included in share capital and the related reserve amount associated with the stock options exercised is reclassified into share capital. Where the terms of a stock option are modified, the minimum expense recognized is the expense as if the terms had not been modified. An additional expense is recognized for any modification which increases the total fair value of the share-based compensation arrangement or is otherwise beneficial to the employee as measured at the date of modification over the remaining vesting period. Share-based payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received.

Restricted share units ("RSUs")

The fair value of RSUs is measured based on the closing price of the Company's common shares on the date of grant. The fair value of each tranche of RSUs is recognized as expense on a straight-line basis over its vesting period. The fair value of RSUs is charged to profit or loss with a corresponding increase in the share-based compensation reserve within equity. The amount recognized as an expense is based on the estimate of the number of awards expected to vest, which is revised if subsequent information indicates that actual forfeitures are likely to differ from the estimate.

Upon the vesting of equity settled RSUs, the related reserve amount associated with the RSUs is reclassified into share capital.

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SENDERO RESOURCES CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 and 2024

(Expressed in Canadian Dollars)

3. MATERIAL ACCOUNTING POLICIES (Continued)

Share-based payment transactions (Continued)

Finder's warrants

Warrants with the right to acquire common shares in the Company are typically issued through the Company's equity financing activities. Where finders' warrants are issued on a stand-alone basis, their fair values are measured on their issuance date using the Black-Scholes option pricing model and are recorded as both an increase to reserves and as a share issue cost.

Upon exercise of finder's warrants, the consideration paid by the holder is included in share capital and the related reserve amount associated with the finder's warrants exercised is reclassified into share capital.

Basic loss per share

Basic loss per share is computed using the weighted average number of common shares outstanding during the year. The computation of diluted earnings per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on earnings per share. The dilutive effect of convertible securities is reflected in diluted earnings per share by application of the "if converted" method. The effect of potential issuances of shares from the exercise of outstanding options and warrants would be anti-dilutive for the years presented and accordingly, basic and diluted losses per share are the same.

Exploration and evaluation assets

Exploration and evaluation expenditures include the costs of acquiring licenses, costs associated with exploration and evaluation activity, and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination. Exploration and evaluation expenditures are expensed as incurred except for expenditures associated with the acquisition of exploration and evaluation assets through a business combination or asset acquisition which are recognized as assets. Costs incurred before the Company has obtained the legal rights to explore an area are recognized in the consolidated statement of comprehensive loss.

Capitalized costs, including general and administrative costs, are only allocated to the extent that these costs can be related directly to operational activities in the relevant area of interest where they are considered likely to be recoverable by future exploitation or sale or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves.

Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount.

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area are first tested for impairment and then reclassified to mining property and development assets within property, plant and equipment.

Recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

Impairment of non-financial assets

The carrying amount of the Company's long-lived assets (which include exploration and evaluation assets) is reviewed for impairment if there is any indication that the carrying amount may not be recoverable. If any such indication is present, the recoverable amount of the asset is estimated in order to determine whether impairment exists.

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SENDERO RESOURCES CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 and 2024

(Expressed in Canadian Dollars)

3. MATERIAL ACCOUNTING POLICIES (Continued)

Impairment of non-financial assets (Continued)

An asset's recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value, using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted. Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount is reduced to the recoverable amount. Impairment is recognized immediately as a charge in the statement of comprehensive loss. Where an impairment subsequently reverses, the carrying amount is increased to the revised estimate of recoverable amount but only to the extent that this does not exceed the carrying value that would have been determined if no impairment had previously been recognized. A reversal is recognized as a recovery in the statement of comprehensive loss for the period.

Significant estimates and assumptions

The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout these consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and further periods if the revision affects both current and future periods.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the consolidated statement of financial position date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

• The analysis of the functional currency for each entity of the Company. In concluding that the Canadian dollar is the functional currency of the parent, management considered both the funds from financing activities and the currency in which goods and services are paid. The functional currency of its subsidiary in Argentina is the United States Dollars. The Company chooses to report in Canadian dollar as the presentation currency;
• The assessment of indications of impairment of each mineral property and related determination of the net realized value and write-down of those properties where applicable;
• The determination of the fair value of the common shares issued pursuant to the reverse takeover; and
• The determination that the Company will continue as a going concern for the next year.

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.

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SENDERO RESOURCES CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 and 2024

(Expressed in Canadian Dollars)

3. MATERIAL ACCOUNTING POLICIES (Continued)

Income taxes (Continued)

Deferred income tax:

Deferred income tax is provided using the asset and liability method on temporary differences at the reporting date 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.

Financial instruments

Financial Assets - Classification

The Company classifies its financial assets in the following measurement categories:

• Those to be measured subsequently at fair value, either through Other Comprehensive Income ("OCI"), or through profit or loss ("FVTPL"), and
• Those to be measured at amortized cost.

The classification depends on the Company's business model for managing the financial assets and contractual terms of the cash flows. For assets measured at fair value, gains or losses are recorded in profit or loss or OCI.

The Company has classified cash as subsequently measured at amortized cost.

Financial Assets - Measurement

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, the transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Financial assets are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Subsequent measurement of financial assets depends on their classification. These are the measurement categories under which the Company classifies its financial assets:

• Subsequently measured at amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on a debt investment that is subsequently measured at amortized cost is recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included in finance income using the effective interest rate method.

---

SENDERO RESOURCES CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 and 2024

(Expressed in Canadian Dollars)

3. MATERIAL ACCOUNTING POLICIES (Continued)

Financial instruments (Continued)

Financial Assets – Measurement (Continued)

• Fair value through OCI ("FVOCI"): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains and losses, interest revenue, and foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss and recognized in other gains (losses). Interest income from these financial assets is included as finance income using the effective interest rate method.
• Fair value through profit or loss: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL. A gain or loss on an investment that is subsequently measured at FVTPL is recognized in profit or loss and presented net as revenue in the Statement of Loss and Comprehensive Loss in the period which it arises.

Impairment of Financial Assets at Amortized Cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses of the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

Financial Liabilities

The Company classifies its financial liabilities into the following categories: financial liabilities at FVTPL and amortized cost.

A financial liability is classified as FVTPL if it is classified as held-for-trading or is designated as such on initial recognition. Directly attributable transaction costs are recognized costs are recognized in profit or loss as incurred. The fair value changes to financial liabilities at FVTPL are presented as follows: the amount of change in fair value that is attributable to changes in the credit risk of the liability is presented in OCI; and the remaining amount of the change in the fair value is presented in profit or loss. The Company does not designate any financial liabilities at FVTPL.

Other non-derivative financial liabilities are initially measured at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortized cost using the effective interest rate method. The Company classifies its trade and other payables as financial liabilities held at amortized cost.

New accounting standards and interpretations

The Company has performed an assessment of new standards issued by the IASB that are not yet effective. The Company has assessed that the impact of adopting these accounting standards on its financial statements would not be significant.

---

SENDERO RESOURCES CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 and 2024

(Expressed in Canadian Dollars)

4. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company's financial instruments are exposed to certain financial risks, including credit risk, interest rate risk and liquidity risk.

a) Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company's primary exposure to credit risk is on its bank accounts. The Company's bank accounts are held with major banks in Canada and Argentina. Accordingly, the Company believes it is not exposed to significant credit risk.

b) Interest rate risk

Interest rate risk is the risk of losses that arise as a result of changes in contracted interest rates. The Company is not exposed to significant interest rate risk.

c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company controls liquidity risk by ensuring that it has sufficient cash resources to pay for its financial obligations. As at July 31, 2025, the Company had a cash balance of $739,789 to settle current liabilities of $2,177,531.

d) Currency risk

The Company's property interest in Argentina make it subject to foreign currency fluctuations and inflationary pressures which may adversely affect the Company's financial position, results of operations and cash flows. The Company is affected by changes in exchange rates between the Canadian dollar and the Argentine pesos. The Company does not invest in foreign currency contracts to mitigate the risks.

IFRS 7 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:

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

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Company does not have any financial assets measured at fair value.

5. CAPITAL MANAGEMENT

The Company's capital consists of shareholders' equity. The Company's objective when managing capital is to maintain adequate levels of funding to support the development of its businesses and maintain the necessary corporate and administrative functions to facilitate these activities. This is done primarily through equity financing and incurring debt. Future financings are dependent on market conditions and there can be no assurance the Company will be able to raise funds in the future. The Company invests all capital that is surplus to its immediate operational needs in short-term, highly liquid, high-grade financial instruments. There were no changes to the Company's approach to capital management during the period. The Company is not subject to externally imposed capital requirements.

---

SENDERO RESOURCES CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 and 2024

(Expressed in Canadian Dollars)

6. REVERSE TAKEOVER TRANSACTIONS

Effective September 27, 2023, the Company completed its acquisition of Sendero Holdings and issued 600,000 common shares to acquire all of the issued and outstanding common shares of Sendero Holdings.

For accounting purposes, the Transaction constituted a reverse takeover, as the shareholders of Sendero Holdings acquired control of the consolidated entity upon the completion of the Transaction. The reverse takeover did not constitute a business combination under IFRS 3 and was accounted for as a capital transaction in accordance with IFRS 2, Share-based payments. Sendero Holdings was treated as the accounting parent (legal subsidiary), and the Company was treated as the accounting subsidiary (legal parent) on closing of the Transaction, subject to a deemed issuance of shares and re-capitalization of the Company's equity.

As Sendero Holdings was deemed to be the acquirer for accounting purposes, its assets, liabilities and operations since incorporation were included in subsequent financial statements at their historical carrying values. The Company's results of operations have been included from September 27, 2023, the date of completion of the Transaction.

Pursuant to the terms and conditions of the Transaction, the Company consolidated its common shares to have 600,000 common shares outstanding immediately prior to the closing of the Transaction.

The acquisition of the Company was accounted for as 600,000 common shares deemed issued at the fair value of $2.00 per share to acquire the net identifiable assets and liabilities of the Company. This $1,200,000 equity consideration was allocated to the Company's net identifiable assets and liabilities with the residual accounted for as a listing expense on the consolidated statement of net loss and comprehensive loss.

The total purchase price was allocated as follows:

Fair value of consideration – 600,000 common shares	$ 1,200,000
Identifiable net liabilities of the Company acquired by Sendero Holdings:
Cash	-
Accounts payable and accrued liabilities	-
Total fair value of identifiable net liabilities acquired by Sendero Holdings	-
Listing expense	$ 1,200,000

7. EXPLORATION AND EVALUATION ASSETS

ARGENTINA

Peñas Negras Property

On October 26, 2021, the Company entered into a Share Transfer Agreement (the "Agreement") whereby the Company acquired 100% of the issued and outstanding share capital of Barton S.A.S. ("Barton") in exchange for the issuance of 1,250,000 common shares to Hernan Vera ("Vera", the former owner of Barton and a former director of the Company). These common shares were valued at $1,875,000, based on the issue price of the non-brokered private placement that was completed on October 22, 2021. As the only asset or liability in Barton was the Peñas Negras property, the entire $1,875,000 purchase price has been allocated to the property.

The Company holds a 100% interest in the Peñas Negras property via Barton. The Peñas Negras property was subject to a 1.5% net smelter returns royalty ("NSR") payable to Vera pursuant to an NSR agreement dated March 1, 2023. However, on July 31, 2024, the NSR agreement was surrendered.

---

SENDERO RESOURCES CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 and 2024

(Expressed in Canadian Dollars)

7. EXPLORATION AND EVALUATION ASSETS (Continued)

Peñas Negras Property (Continued)

On February 25, 2023, the Company issued 166,667 shares at a fair value of $2.00 per share ($333,333) to Vera for the acquisition of an additional mineral claim, which claim was subject to a 1.5% NSR. On July 31, 2024, the 1.5% NSR was surrendered.

On March 4, 2024, and amended on July 15, 2025, the Company entered into an arm's length option agreement with Energía y Minerales - Sociedad del Estado ("EMSE") - the Energy and Minerals State Society of La Rioja, to increase the Company's land position in the Vicuña District (the "Option Agreement"). Pursuant to the Option Agreement, upon satisfying certain financial commitments, the Company will acquire a 100% interest in certain mineral concessions.

Pursuant to the terms of the Option Agreement, the Company will acquire a 100% interest in the mineral concessions by satisfying the following deliverables:

i. Pay EMSE an aggregate of US $65,000, as follows:

• US $15,000 within 30 days from the effect date of the agreement (paid subsequent to year-end);
• US $10,000 on or before July 15, 2026;
• US $10,000 on or before July 15, 2027;
• US $10,000 on or before July 15, 2028;
• US $10,000 on or before July 15, 2029; and
• US $10,000 on or before July 15, 2030.

ii. The Company shall complete work expenditures of US $5,000,000 within five years on the Peñas Negras Project on the following terms:

• US $250,000 on or before July 15, 2026;
• US $350,000 on or before July 15, 2027;
• US $1,000,000 on or before July 15, 2028;
• US $1,400,000 on or before July 15, 2029; and
• US $2,000,000 on or before July 15, 2030.

Under the agreement, EMSE shall be granted a 1% NSR on the Peñas Negras Project. In the event that the Company does not exercise the option on the EMSE claims, EMSE will retain a 0.5% NSR royalty on the remaining mineral claims making up the Peñas Negras Project.

On August 16, 2024, the Company entered into a Consultancy Agreement whereby upon successful completion of the services outlined in the agreement, the consultant will be entitled to a 1.5% NSR on the Peñas Negras Project.

---

SENDERO RESOURCES CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 and 2024

(Expressed in Canadian Dollars)

7. EXPLORATION AND EVALUATION ASSETS (Continued)

Peñas Negras Property (Continued)

| | Peñas Negras
(Argentina) |
| --- | --- |
| Exploration and evaluation assets | |
| Acquisition costs | |
| July 31 2023 and 2024 | $ 2,208,333 |
| Additions during the year | - |
| July 31, 2025 | $ 2,208,333 |
| | Peñas Negras
(Argentina) |
| Mineral exploration expenses for the year ended July 31, 2024 | |
| Camp costs | $ 1,037,521 |
| Consulting and reporting | 9,907 |
| Drilling | 2,903,523 |
| Field equipment and supplies | 1,218,469 |
| Geology and exploration | 360,281 |
| Maintenance costs | 15,908 |
| Other property related expenses | 198,308 |
| Sampling and assaying | 12,718 |
| Transportation and travel | 1,933 |
| | $ 5,758,568 |
| Mineral exploration expenses for the year ended July 31, 2025 | |
| Camp costs | $ 835 |
| Consulting and reporting | 1,715 |
| Field equipment and supplies | 11,008 |
| Geology and exploration | 58,468 |
| Other property related expenses | 14,191 |
| Transportation and travel | 52,372 |
| | $ 138,589 |
| Cumulative mineral exploration expenses up to July 31, 2025 | |
| Camp costs | $ 1,093,144 |
| Consulting and reporting | 80,094 |
| Drilling | 2,903,523 |
| Field equipment and supplies | 1,267,996 |
| Geology and exploration | 956,747 |
| Maintenance costs | 23,739 |
| Other property related expenses | 235,649 |
| Sampling and assaying | 64,869 |
| Transportation and travel | 127,290 |
| | $ 6,753,051 |

---

SENDERO RESOURCES CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 and 2024

(Expressed in Canadian Dollars)

8. SHARE CAPITAL

a) Authorized

At July 31, 2025, the authorized share capital was comprised of an unlimited number of common shares. The common shares do not have a par value. All issued shares are fully paid.

b) Share issuances

During the year ended July 31, 2025:

On December 23, 2024, the Company closed the first tranche of a non-brokered private placement and issued 815,000 units for gross proceeds of $97,800. Each unit consists of one common share and one common share purchase warrant. Each warrant is exercisable at $0.16 for a period of five years.

On December 30, 2024, the Company closed the second tranche of the non-brokered private placement and issued 11,880,001 units for gross proceeds of $1,425,600. Each unit consists of one common share and one common share purchase warrant. Each warrant is exercisable at $0.16 for a period of five years.

During the year ended July 31, 2025, 165,000 warrants were exercised at $0.16, resulting in gross proceeds of $26,400.

During the year ended July 31, 2024:

On September 27, 2023, pursuant to the terms and conditions of the Transaction, the Company consolidated its common shares to have 600,000 common shares outstanding immediately prior to closing of the Transaction. Sendero Holdings was deemed to have issued these 600,000 common shares at $2.00 per share to acquire net identifiable liabilities of the Company (Note 6).

On September 27, 2023, the 1,101,450 subscription receipts issued on April 27, 2023 were converted into 1,101,450 common shares and 550,725 warrants. Each warrant is exercisable into one common share of the Company at $3.00 expiring on September 27, 2025.

On September 27, 2023, the Company issued 267,036 common shares at a fair value of $534,071 to its officers as bonuses for the completion of the Transaction (Note 9).

On July 31, 2024, the Company issued 350,000 common shares pursuant to the restricted share units (Note 8(d)).

During the year ended July 31, 2024, 12,500 options, 68,000 warrants and 19,098 finder's warrants were exercised at $2.00, $3.00 and $2.00 respectively, resulting in gross proceeds of $267,197.

In conjunction with these transactions, the Company incurred $144,278 of share issue costs.

c) Escrow shares

Pursuant to the Transaction, 2,162,264 common shares were placed in escrow with the transfer agent in accordance with an escrow agreement dated September 27, 2023, whereby 10% of the escrowed common shares (216,226 shares) were released on October 4, 2023 and an additional 15% (324,340 shares) to be released every six months thereafter. As of July 31, 2025, there were 973,019 (2024 - 1,621,698) common shares held in escrow with the transfer agent.

Pursuant to the Transaction, the Exchange also required 789,771 common shares to be subject to seed share resale restrictions that imposed substantially the same release schedule as the escrowed shares described above: 10% of the common shares were released on October 4, 2023 and an additional 15% to be released every six months thereafter. As of July 31, 2025, there were 355,397 (2024 - 592,328) common shares that remained subject to the resale restrictions.

---

SENDERO RESOURCES CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 and 2024

(Expressed in Canadian Dollars)

1. SHARE CAPITAL (Continued)

c) Escrow shares (continued)

Another 685,833 common shares were subject to a voluntary pooling arrangement pursuant to the Transaction, whereby 20% of these common shares were released on October 4, 2023 and an additional 20% were released every three months thereafter. As of July 31, 2025, the Company did not have any common shares subject to the pooling arrangement (2024 - 137,167).

Pursuant to the vesting of certain RSUs, 350,000 common shares were placed in escrow to be released as to 25,000 shares on June 4, 2024, 205,000 shares on June 5, 2025, 60,000 shares on December 5, 2025 and the balance of 60,000 shares on June 5, 2026. As of July 31, 2025, there were 120,000 common shares held in escrow with the transfer agent.

d) Restricted share units ("RSUs")

On June 4, 2024, the Company granted an aggregate of 350,000 RSUs to certain former officers and directors of the Company. The 300,000 RSUs issuable to Raymond D. Harari, the former President of the Company, were subject to vesting conditions, whereby 60% were to vest on the first anniversary of the grant and the balance in semi-annual instalments over the following year, and the 50,000 RSUs issued to the Company's former non-executive directors were to fully vest on the first anniversary of the grant, subject in each case to the terms of the Plan. Upon vesting, the RSUs were payable in common shares.

On July 31, 2024, all 350,000 RSUs were deemed to be vested and common shares were issued to the former officers and directors.

For the year ended July 31, 2024, $227,500 of share-based compensation relating to vesting of RSUs was recorded.

e) Options:

The continuity of options for the year ended July 31, 2025 is as follows:

Expiry date	Exercise price	July 31, 2024	Granted	Exercised	Expired / Cancelled	July 31, 2025
September 27, 2028	$ 2.00	492,500	-	-	(492,500)	-
January 6, 2030	$ 0.40	-	1,295,000	-	-	1,295,000
July 21, 2030	$ 0.55	-	690,000	-	-	690,000
Options outstanding		492,500	1,985,000	-	(492,500)	1,985,000
Options exercisable		155,833	1,985,000	-	(155,833)	1,985,000
Weighted average exercise price		$ 2.00	$ 0.45	$ -	$ 2.00	$ 0.45

The continuity of options for the year ended July 31, 2024 is as follows:

Expiry date	Exercise price	July 31, 2023	Granted	Exercised	Expired / Cancelled	July 31, 2024
September 27, 2028	$ 2.00	-	530,000	(12,500)	(25,000)	492,500
Options outstanding		-	530,000	(12,500)	(25,000)	492,500
Options exercisable		-	193,333	(12,500)	(25,000)	155,833
Weighted average exercise price		$ -	$ 2.00	$ 2.00	$ 2.00	$ 2.00

As at July 31, 2025, the weighted average contractual remaining life of the options was 4.63 years (2024 - 4.16 years). The weighted average fair value of stock options granted during the year ended July 31, 2025 was $0.45 (2024 - $2.00).

---

SENDERO RESOURCES CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 and 2024

(Expressed in Canadian Dollars)

8. SHARE CAPITAL (Continued)

e) Options (continued)

The fair value of the stock options recorded during the year ended July 31, 2025 was calculated using the Black Scholes option pricing model for total share-based compensation of $806,600 (2024 – $558,726). The Company recorded share-based compensation of $795,234 on the vested portion of the options. This was based on the following weighted average assumptions with no expected dividends or forfeitures:

	Year ended July 31, 2025	Year ended July 31, 2024
Exercise price	$0.45	$2.00
Expected life (in years)	5.00	5.00
Expected volatility	153.77%	84.12%
Risk-free interest rate	2.99%	4.40%

f) Warrants:

The continuity of warrants for the year ended July 31, 2025 is as follows:

Expiry date	Exercise price	July 31, 2024	Granted	Exercised	Expired / Cancelled	July 31, 2025
September 27, 2025*	$3.00	1,395,988	-	-	-	1,395,988
December 23, 2029	$0.16	-	815,000	-	-	815,000
December 30, 2029	$0.16	-	11,880,001	(165,000)	-	11,715,001
Warrants outstanding		1,395,988	12,695,001	(165,000)	-	13,925,989
Weighted average exercise price		$ 3.00	$ 0.16	$ 0.16	$ -	$ 0.44

• Subsequently expired unexercised.

The continuity of warrants for the year ended July 31, 2024 is as follows:

Expiry date	Exercise price	July 31, 2023	Granted	Exercised	Expired / Cancelled	July 31, 2024
September 27, 2025	$3.00	913,263	550,725	(68,000)	-	1,395,988
Warrants outstanding		913,263	550,725	(68,000)	-	1,395,988
Weighted average exercise price		$ 3.00	$ 3.00	$ 3.00	$ -	$ 3.00

As at July 31, 2025, the weighted average contractual remaining life of warrants is 3.99 years (2024 – 1.16 years).

g) Finder's / Broker's Warrants:

The continuity of finder's and broker's warrants for the year ended July 31, 2025 is as follows:

Expiry date	Exercise price	July 31, 2024	Granted	Exercised	Expired / Cancelled	July 31, 2025
September 27, 2025*	$2.00	124,353	-	-	-	124,353
September 27, 2025*	$2.00	4,577	-	-	-	4,577
September 27, 2025*	$2.00	11,638	-	-	-	11,638
Broker's warrants outstanding		140,568	-	-	-	140,568
Weighted average exercise price		$ 2.00	$ -	$ -	$ -	$ 2.00

• Subsequently expired unexercised.

---

SENDERO RESOURCES CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 and 2024

(Expressed in Canadian Dollars)

8. SHARE CAPITAL (Continued)

g) Finder's / Broker's Warrants (continued)

The continuity of finder's and broker's warrants for the year ended July 31, 2024 is as follows:

Expiry date	Exercise price	July 31, 2023	Granted	Exercised	Expired / Cancelled	July 31, 2024
September 27, 2025	$2.00	140,161	-	(15,808)	-	124,353
September 27, 2025	$2.00	5,680	-	(1,103)	-	4,577
September 27, 2025	$2.00	13,825	-	(2,187)	-	11,638
Broker's warrants outstanding		159,666	-	(19,098)	-	140,568
Weighted average exercise price		$ 2.00	$ -	$ 2.00	$ -	$ 2.00

As at July 31, 2025, the weighted average contractual remaining life of broker's warrants is 0.16 years (July 31, 2024 – 1.16 years).

9. RELATED PARTY TRANSACTIONS

Key management personnel are the persons responsible for planning, directing and controlling the activities of the Company, and include both executive and non-executive directors, and entities controlled by such persons. The Company considers all directors and officers of the Company to be key management personnel.

As at July 31, 2025, there are no amount due to the related parties.

During the year ended July 31, 2025, the Company had the following transactions with related parties:

• $1 (2024 - $454,071) to the former CEO, Herman Vera, and his company for management services and bonus payment. (1)
• $Nil (2024 - $305,000) to the former CFO, Michael Wood, and his company for management services and bonus payment. (2)
• $Nil (2024 - $225,000) to the former President, Raymond D. Harari, and his company for management services. (3)
• $Nil (2024 - $16,250) to the former director, Marco Roque, for shares pursuant to RSUs. (4)
• $Nil (2024 - $16,250) to the former director, Zach Goldenberg, for shares pursuant to RSUs. (4)
• $138,000 (2024 - $Nil) to Alex Gostevskikh, the Interim CEO and Director of the Company, for management services. (5)
• $45,000 (2024 - $Nil) to a company controlled by Dave Cross, the CFO of the Company, for accounting and CFO services. (6)
• $506,544 (2024 - $509,507) in share-based compensation to officers and directors of the Company.

(1) During the year ended July 31, 2024, Mr. Vera received 167,036 shares as a bonus (Note 8(b)) and was entitled to receive a cash bonus of $75,000 (cancelled) (Note 10) for completing the Transaction.

Starting in July 2023, Mr. Vera received a $15,000 per month payment paid to his company, Independence Fortaleza, Sociedad Limitada. On April 29, 2024, Mr. Vera entered into an agreement with the Company to waive all of the outstanding compensation and bonuses up to July 31, 2024. As of July 31, 2024, the Company wrote off the $75,000 cash bonus and the $15,000 in management fees owed for April 2024. On June 4, 2024, Mr. Vera agreed to waive the management fees during May, June, July and August 2024. During the year ended July 31, 2025, Mr. Vera's resigned from his management agreement.

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SENDERO RESOURCES CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 and 2024

(Expressed in Canadian Dollars)

9. RELATED PARTY TRANSACTIONS (Continued)

(2) During the year ended July 31, 2024, Michael Wood received 100,000 shares as a bonus (Note 8(b)) and was entitled to receive a cash bonus of $75,000 (cancelled) (Note 10) for completing the Transaction.

Starting in July 2023, Mr. Wood received a $15,000 per month payment paid to his company, Athena Jade Limited. On April 29, 2024, Mr. Wood entered into an agreement with the Company to waive all outstanding compensation and bonuses up to July 31, 2024. During the year ended July 31, 2024, the Company wrote off the $75,000 cash bonus and the $30,000 management fees owed for March and April 2024. On June 4, 2024, Mr. Wood's management agreement was terminated. During the year ended July 31, 2025, Mr. Wood resigned from being the CFO and Director of the Company.

(3) On June 4, 2024, the Company appointed Raymond D. Harari as President of the Company. In accordance with the terms of the Company's 2023 Equity Incentive Plan, the Company issued an aggregate of 300,000 RSUs to Mr. Harari. Starting in June 2024, Mr. Harari received a $15,000 per month payment paid to his company, Triforce Ventures, S.A. On July 31, 2024, the RSUs were deemed to be vested and Mr. Harari received 300,000 common shares valued at $195,000. During the year ended July 31, 2025, Mr. Harari resigned from being the President of the Company.

(4) On June 4, 2024, the Company issued 25,000 RSUs to Mr. Roque and 25,000 RSUs to Mr. Goldenberg. On July 31, 2024, the RSUs were deemed to be vested and Mr. Roque and Mr. Goldenberg each received 25,000 common shares valued at $16,250. During the year ended July 31, 2025, Mr. Roque and Mr. Goldenberg resigned from being directors of the Company.

(5) Starting August 15, 2024, the Company and Alex Gostevskikh entered into a management agreement to serve as the Interim CEO. Mr. Gostevskikh received a $12,000 per month payment paid or accrued for services as Interim CEO.

(6) On December 4, 2024, the Company appointed Dave Cross as the Chief Financial Officer. Dave Cross has an ownership interest in Cross Davis and Company, which provide accounting and CFO services to the Company.

All related party transactions are in the normal course of operations and have been measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

10. COMMITMENTS

Executive compensation

On February 23, 2023, the Company signed two executive management agreements (the "Agreements") with Hernan Vera (Chief Executive Officer) and Michael Wood (Executive Chairman and Chief Financial Officer) whereby Mr. Vera and Mr. Wood would each receive a $75,000 cash bonus upon the completion of the Transaction.

On June 4, 2024, Mr. Vera and Mr. Wood agreed to waive all the outstanding compensation and the Company wrote off $150,000 of accrued cash bonuses.

Debt Settlement

On December 9, 2024, the Company entered into a debt settlement agreement with an arm's length contractor, whereby debts aggregating US$1,339,374 are to be settled through the payments of US$175,000 (paid) and US$450,000 (US$100,000 paid subsequently).

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SENDERO RESOURCES CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2025 and 2024

(Expressed in Canadian Dollars)

11. SEGMENTED FINANCIAL INFORMATION

The Company operates in one industry segment, being the acquisition and exploration of mineral properties and all its non-current assets and mineral exploration expenses are in one geographic location being Argentina.

12. DEBT SETTLEMENT AGREEMENTS

During the year ended July 31, 2025, the Company entered into debt settlement agreements with certain arm's length vendors, whereby the Company settled certain payable amounts of $147,401 in consideration of $28,000, and recorded a gain on settlement of debt of $119,401.

13. INCOME TAXES

A reconciliation of the expected income tax recovery to the actual income tax recovery is as follows:

	Years ended July 31,
	2025	2024
Net loss for the year	$ (2,269,363)	$ (9,146,249)
Statutory tax rate	26.08%	25.77%
Expected income tax recovery	(591,922)	(2,357,293)
Deductible and non-deductible amounts	214,713	506,451
True-up of prior year amounts	(59,677)	(94,695)
Change in valuation allowance	436,886	1,945,537
Income tax recovery	$ -	$ -

The components of the Company's deferred income tax asset is as follows:

	July 31, 2025	July 31, 2024
Loss carry-forwards	$ 2,756,805	$ 2,285,369
Share issue costs	76,892	111,442
	2,833,697	2,396,811
Valuation allowance	(2,833,697)	(2,396,811)
Net deferred income tax assets	$ -	$ -

The Company's Canadian non-capital loss carry-forwards expire as follows:

	Loss carry-forwards
2041	$ 22,000
2042	655,000
2043	595,000
2044	1,647,000
2045	561,000
	$ 3,480,000

The Company also has Argentina non-capital loss carry-forwards of approximately $7,268,000.