Serrano Resources Ltd. — Audit Report / Information 2026

Apr 22, 2026

SERRANO RESOURCES LTD.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 and 2024

(Expressed in Canadian Dollars)

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Crowe

Crowe MacKay LLP
1400 - 1185 West Georgia Street
Vancouver, BC V6E 4E6
Main +1 (604) 687-4511
Fax +1 (604) 687-5805
www.crowemackay.ca

Independent Auditor's Report

To the Shareholders of Serrano Resources Ltd.

Opinion

We have audited the consolidated financial statements of Serrano Resources Ltd. (the "Group"), which comprise the consolidated statements of financial position as at December 31, 2025 and December 31, 2024 and the consolidated statements of loss and comprehensive loss, changes in shareholders' deficit and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025 and December 31, 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended 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 Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 to the consolidated financial statements which describes the material uncertainty that may cast significant doubt on the Group'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. Other than the matter described in the Material Uncertainty Related to Going Concern section, we have determined there are no key audit matters to be communicated in our report.

Other Information

Management is responsible for the other information. The other information comprises:

• Management's Discussion and Analysis

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

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In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained the other information prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. We have nothing to report in this regard.

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

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

In preparing the consolidated financial statements, management is responsible for assessing the Group'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 Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group'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 Group'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 Group'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

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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 Group 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 Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the work performed for the 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 Hilda Leung.

Clove Mackay LLP

Chartered Professional Accountants
Vancouver, Canada
April 20, 2026

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SERRANO RESOURCES LTD.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian Dollars)
AS AT DECEMBER 31,

	2025	2024
ASSETS
Current assets
Cash	$ 1,863	$ 3,449
Receivables	88	517
Total assets	$ 1,951	$ 3,966
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued liabilities (Notes 4 and 6)	$ 497,280	$ 458,148
Total current liabilities	497,280	458,148
Shareholders’ deficit
Capital stock (Note 5)	44,966,123	44,966,123
Reserves	252,043	252,043
Deficit	(45,713,495)	(45,672,348)
Total shareholders’ deficit	(495,329)	(454,182)
Total liabilities and shareholders’ deficit	$ 1,951	$ 3,966

Nature, continuance of operations, and going concern (Note 1)

Approved by the Board on April 20, 2026 and signed on behalf of the Board:

"Byron Coulthard" Director
Byron Coulthard
"Cyrus Driver" Director
Cyrus Driver

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

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

SERRANO RESOURCES LTD.

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Expressed in Canadian Dollars)

YEARS ENDED DECEMBER 31,

	2025	2024
EXPENSES
Office and general	$ 1,146	$ 131
Professional fees (Note 6)	29,945	30,642
Transfer agent and filing fees	10,056	11,988
Loss and comprehensive loss for the year	$ (41,147)	$ (42,761)
Basic and diluted loss per common share	$ (0.00)	$ (0.00)
Weighted average number of common shares outstanding	73,935,683	73,935,683

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SERRANO RESOURCES LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
YEARS ENDED DECEMBER 31,

	2025	2024
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the year	$ (41,147)	$ (42,761)
Changes in non-cash working capital items:
Decrease (increase) in receivables	429	(133)
Increase in accounts payable and accrued liabilities	39,132	43,708
Net cash flows provided by (used in) operating activities	(1,586)	814
Change in cash during the year	(1,586)	814
Cash, beginning of year	3,449	2,635
Cash, end of year	$ 1,863	$ 3,449
Cash paid during the year for interest	$ -	$ -
Cash paid during the year for income taxes	$ -	$ -

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

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SERRANO RESOURCES LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
(Expressed in Canadian Dollars)

	Capital Stock				Total Shareholders' Deficit
	Number of Shares	Amount	Reserves	Deficit
Balance at December 31, 2023	73,935,683	$ 44,966,123	$ 252,043	$ (45,629,587)	$ (411,421)
Loss for the year	-	-	-	(42,761)	(42,761)
Balance at December 31, 2024	73,935,683	44,966,123	252,043	(45,672,348)	(454,182)
Loss for the year	-	-	-	(41,147)	(41,147)
Balance at December 31, 2025	73,935,683	$ 44,966,123	$ 252,043	$ (45,713,495)	$ (495,329)

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SERRANO RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 and 2024

1. NATURE, CONTINUANCE OF OPERATIONS, AND GOING CONCERN

Serrano Resources Ltd. (“Serrano” or the "Company”) was incorporated under the Business Corporations Act of Alberta, Canada. The Company is listed on the NEX as it did not meet the requirements of a TSX Venture Tier 2 issuer.

The Company’s head office address is Suite 2020, 401 West Georgia Street, Vancouver, BC, V6B 5A1. The Company’s registered and records office address is 25th floor, 700 West Georgia Street, Vancouver, BC, V7Y 1K8.

The consolidated financial statements of the Company are presented in Canadian dollars, which is the functional and reporting currency of the parent company.

Going concern of operations

These consolidated financial statements have been prepared on the going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. At December 31, 2025, the Company has a deficit of $45,713,495 (2024 - $45,672,348) and has incurred losses since inception. The continuing operations of the Company are dependent upon obtaining necessary financing to meet the Company’s commitments as they come due and to finance future exploration and development of potential business acquisitions, economically recoverable reserves, securing and maintaining title and beneficial interest in the properties and upon future profitable production. Failure to continue as a going concern would require that assets and liabilities be recorded at their liquidation values, which might differ significantly from their carrying values. There is substantial doubt that the Company can meet general operating requirement due to its limited working capital. There can be no assurances that the Company will be able to raise additional financial resources necessary and/or achieve profitability or positive cash flows. If the Company is unable to obtain adequate additional financing, the Company will be required to curtail operations. The Company’s business may be affected by changes in political and market conditions, such as interest rates, availability of credit, inflation rates, tariffs, changes in laws, and national and international circumstances. Recent geopolitical events, including and potential economic global challenges such as the risk of higher inflation and energy crises, may create further uncertainty and risk with respect to the prospects of the Company’s business. These conditions indicate the existence of a material uncertainty which may cast significant doubt on the Company’s ability to continue as a going-concern.

	December 31, 2025	December 31, 2024
Deficit	$ (45,713,495)	$ (45,672,348)
Working capital deficiency	$ (495,329)	$ (454,182)

1. BASIS OF PREPARATION

Statement of compliance

These consolidated financial statements, including comparatives, have been prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These consolidated financial statements have been prepared on the basis of IFRS that are effective for the Company’s reporting year ended December 31, 2025.

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SERRANO RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED DECEMBER 31, 2025 and 2024

2. BASIS OF PREPARATION (cont'd...)

Basis of consolidation and presentation

These consolidated financial statements have been prepared on a historical cost basis except for certain financial assets measured at fair value. All dollar amounts presented are in Canadian dollars unless otherwise specified. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

The consolidated financial statements include the financial statements of Serrano Resources Ltd. and its subsidiary listed in the following table:

Name of Subsidiary	Country of Incorporation	Proportion of Ownership Interest December 31, 2025	Proportion of Ownership Interest December 31, 2024	Principal Activity
1463411 Alberta Ltd.	Alberta, Canada	100%	100%	Not active

Functional and presentation currency

These consolidated financial statements are presented in Canadian dollars, which is the functional currency for the parent company and 1463411 Alberta Ltd.

3. MATERIAL ACCOUNTING POLICIES

Significant accounting judgment and estimation uncertainties

The preparation of consolidated financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported revenues and expenses during the year.

Although management uses historical experience and its best knowledge of the amount, events or actions to form the basis for judgments and estimates, actual results may differ from these estimates.

Significant accounting judgments that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements include the following:

i) Going concern risk assessment (refer to further discussion in Note 1 under Going concern of operations).

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SERRANO RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 and 2024

3. MATERIAL ACCOUNTING POLICIES (cont'd...)

Income taxes

Income tax expense comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity. Current tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for goodwill not deductible for tax purposes, the initial recognition of assets or liabilities: (i) that affect neither accounting or taxable loss, and (ii) does not give rise to equal taxable and temporary differences and differences, relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Financial instruments

Financial assets

Financial assets carried at fair value through profit or loss ("FVTPL") are initially recorded at fair value and transaction costs are expensed in the profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial asset held at FVTPL are included in profit or loss in the period in which they arise.

Financial liabilities

Financial liabilities at amortized cost - This category consists of liabilities carried at amortized cost using the effective interest method. These financial liabilities are initially recognized at fair value less directly attributable transaction costs.

Refer to Note 7 for classification of the Company’s financial assets and liabilities.

Earnings (loss) per share

Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the weighted average number of shares outstanding is increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods. There were no stock options or warrants as at December 31, 2025.

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SERRANO RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 and 2024

3. MATERIAL ACCOUNTING POLICIES (cont'd...)

Adoption of new accounting standards, interpretations and amendments

A number of new standards, and amendments to standards and interpretations, are not effective and have not been early adopted in preparing these consolidated financial statements. The following accounting standards and amendments are effective for future years.

i) IFRS 18 Presentation and Disclosure in Financial Statements – IFRS 18 introduces three sets of new requirements to give investors more transparent and comparable information about companies’ financial performance for better investment decisions.

1. Three defined categories for income and expenses – operating, investing or financing – to improve the structure of the income statements, and require all companies to provide new defined subtotals, including operating profit;
2. Requirement for companies to disclose explanations of management-defined performance measures (MPMs) that are related to the income statement; and
3. Enhanced guidance on how to organize information and whether to provide it in the primary financial statements or in the notes.

This new standard is effective for reporting periods beginning on or after January 1, 2027. The Company will be evaluating the impact of the above amendments on its consolidated financial statements.

4. ACCOUNTS PAYABLES AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities are as follows:

	December 31, 2025	December 31, 2024
Trade payables	$ 115,972	$ 108,093
Accrued liabilities	9,000	9,000
Due to related parties (Note 6)	372,308	341,055
Total	$ 497,280	$ 458,148

5. CAPITAL STOCK AND RESERVES

a) Authorized capital stock

As at December 31, 2025, the authorized capital stock of the Company is an unlimited number of common shares without par value. All issued shares are fully paid.

b) Issued capital stock

During the years ended December 31, 2025 and 2024, the Company did not have any share activities.

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SERRANO RESOURCES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

FOR THE YEARS ENDED DECEMBER 31, 2025 and 2024

6. RELATED PARTY TRANSACTIONS

The Company incurred the following fees and expenses in the normal course of operations in connection with the following related parties:

	Nature of transactions	Year Ended December 31, 2025	Year Ended December 31, 2024
Related parties:
A Company controlled by a Director	Professional fees	$ 20,000	$ 20,000

The amounts due to related parties included in accounts payable and accrued liabilities are as follows:

	December 31, 2025	December 31, 2024
Due to a Company controlled by a Director	$ 316,403	$ 331,055
Due to a Director of the Company	55,905	10,000
	$ 372,308	$ 341,055

The amounts due to related parties are unsecured, non-interest bearing and due on demand.

7. FINANCIAL INSTRUMENTS

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 and liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liabilities either directly or indirectly; and

Level 3 – Inputs that are not based on observable market data.

The Company’s primary financial instruments are classified as follows:

Financial instruments
Cash
Accounts payable and accrued liabilities

Classification
FVTPL
Amortized cost

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SERRANO RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 and 2024

7. FINANCIAL INSTRUMENTS (cont'd...)

The fair value of accounts payable and accrued liabilities approximates its carrying amount due to the short term nature. The fair value of the Company’s cash constitutes a Level 1 fair value measurement.

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

Liquidity risk

Liquidity risk is the risk that the Company cannot meet its financial obligations associated with financial liabilities in full. The Company manages liquidity risk through the management of its capital structure, as outlined in Note 8 of these consolidated financial statements. As at December 31, 2025, the Company had a cash balance of $1,863 to settle current liabilities of $497,280. The Company’s financial liabilities have contractual maturities of 30 days or due on demand and are subject to normal trade terms. The Company will require financing from lenders, shareholders and other investors to generate sufficient capital to meet its short term business requirements. The Company is planning additional financings and debt settlements in the near term to raise working capital to finance its ongoing operations.

Credit risk

Credit risk is the risk of loss associated with counterparty’s inability to fulfill its payment obligations. As at December 31, 2025, the Company’s receivables consisted of $88 in GST receivable from the government authorities in Canada. Substantially all cash balances are held at chartered banks in Canada. The Company believes it has no significant credit risk.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity prices.

a) Interest rate risk

The Company has cash balances and no interest-bearing debt. The Company believes it has no significant interest rate risk.

b) Foreign currency risk

The Company is not exposed to changes in foreign exchange rates risk as the Company does not hold financial instruments or are not exposed in foreign currency.

8. MANAGEMENT OF CAPITAL RISK

The capital structure of the Company consists of equity attributable to common shareholders, comprising of issued capital, reserves and deficit. The Company’s objectives when managing capital are to: (i) preserve capital, (ii) obtain the best available net return, and (iii) maintain liquidity. The Company manages the capital structure and makes adjustments to it in light of changes in economic condition and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, acquire or dispose of assets. This strategy is unchanged from the prior year.

The Company is not subject to externally imposed capital requirements.

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SERRANO RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 and 2024

9. INCOME TAXES

The actual income tax provisions differ from the expected amounts calculated by applying the Canadian combined federal and provincial corporate income tax rates to the Company's loss before incomes taxes. The components of these differences are as follows:

	2025	2024
Income (loss) before taxes for the year	$ (41,147)	$ (42,761)
	27.00%	27.00%
Expected income tax expense (recovery)	$ (11,000)	$ (12,000)
Change in unrecognizable tax benefits	11,000	12,000
Deferred income tax recovery	$ -	$ -

The significant components of the Company's unrecognized deductible temporary differences are as follows:

	December 31, 2025	Expiry	December 31, 2024	Expiry
Non-capital losses	$ 17,186,000	2026-2045	$ 17,144,000	2026-2044
Capital losses	28,864,000	None	28,864,000	None
Unrecognized deductible temporary differences	$ 46,050,000		$ 46,008,000