Shellron Capital Ltd — Interim / Quarterly Report 2026

Mar 31, 2026

Shellron
CAPITAL

Condensed Interim Financial Statements
(Unaudited)

For the Nine Months Ended
January 31, 2026

(Expressed in Canadian Dollars)

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NOTICE OF NO REVIEW BY AUDITOR

In accordance with National Instrument 51-102 Continuous Disclosure Obligations of The Canadian Securities Administrators we hereby give notice that our condensed interim financial statements for the nine months ended January 31, 2026, which follow this notice, have not been reviewed by an auditor.

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Shellron Capital Ltd.
Condensed Interim Statements of Financial Position (Unaudited)
(Expressed in Canadian Dollars)
Shellron
CAPITAL

	January 31, 2026 ($)	April 30, 2025 ($)
Assets
Current assets
Cash	4,584	6,675
Receivables	1,910	987
Total assets	6,494	7,662
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities	18,910	12,057
Total liabilities	18,910	12,057
Shareholders’ equity
Share capital (note 3a)	569,910	569,910
Reserves (note 3d)	65,618	65,618
Deficit	(647,944)	(639,923)
Total shareholders’ equity	(12,416)	(4,395)
Total liabilities and shareholders’ equity	6,494	7,662

Nature of operations and going concern (note 1)

Approved and authorized for issuance on behalf of the Board of Directors on March 31, 2026:

/s/ Daniela Freitas
Daniela Freitas, Director

/s/ Jorge Martinez
Jorge Martinez, Director

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

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Shellron Capital Ltd.
Condensed Interim Statements of Operations and Comprehensive Loss (Unaudited)
(Expressed in Canadian Dollars)
Shellron
CAPITAL

	Three Months Ended		Nine Months Ended
	January 31, 2026
($)	January 31, 2025
($)	January 31, 2026
($)	January 31, 2025
($)
Expenses
General and administration (note 4)	10,889	9,760	27,684	19,615
Professional fees	1,000	2,900	26,259	14,022
Transfer agent and filing fees	85	3,177	4,067	8,258
Total expenses	(11,974)	(15,837)	(58,010)	(41,895)
Other income (note 8)	50,000	-	50,000	-
Interest income	60	45	113	408
Foreign exchange gain	(21)	672	(124)	672
Net income (loss) and comprehensive income (loss) for the period	38,065	(15,120)	(8,021)	(40,815)
Basic and diluted earnings (loss) per share	0.00	(0.00)	(0.00)	(0.00)
Weighted average shares outstanding	8,539,000	8,539,000	8,539,000	8,539,000

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

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Shellron Capital Ltd.
Condensed Interim Statements of Changes in Shareholders' Equity (Unaudited)
(Expressed in Canadian Dollars)
Shellron
CAPITAL

	Share Capital		Reserves ($)	Deficit ($)	Total ($)
	Number of Shares	Amount ($)
Balance, May 1, 2024	8,539,000	569,910	65,618	(580,182)	55,346
Net loss for the period	-	-	-	(40,815)	(40,815)
Balance, January 31, 2025	8,539,000	569,910	65,618	(620,997)	14,531
Balance, May 1, 2025	8,539,000	569,910	65,618	(639,923)	(4,395)
Net loss for the period	-	-	-	(8,021)	(8,021)
Balance, January 31, 2026	8,539,000	569,910	65,618	(647,944)	(12,416)

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

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Shellron Capital Ltd.
Condensed Interim Statements of Cash Flows (Unaudited)
(Expressed in Canadian Dollars)
Shellron
CAPITAL

	Three Months Ended		Nine Months Ended
	January 31, 2026
($)	January 31, 2025
($)	January 31, 2026
($)	January 31, 2025
($)
Operating Activities
Net income (loss) for the period	38,065	(15,120)	(8,021)	(40,815)
Changes in non-cash working capital:
Receivables	603	-	(923)	1,169
Advances and prepaid expenses	806	2,977	-	12,296
Accounts payable and accrued liabilities	(4,455)	3,950	6,853	2,603
Cash from (used in) operating activities	35,019	(8,193)	(2,091)	(24,747)
Investing Activities
Advance received related to Qualifying Transaction (note 8)	(50,000)	-	-	-
Interest income	-	45	-	45
Cash from (used in) investing activities	(50,000)	45	-	45
Effect of foreign exchange on cash	-	(1,035)	-	(1,035)
Decrease in cash	(14,981)	(9,183)	(2,091)	(25,737)
Cash, beginning of period	19,565	31,931	6,675	48,485
Cash, end of period	4,584	22,748	4,584	22,748

The accompanying notes are an integral part of these financial statements.
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Shellron Capital Ltd.
Notes to the Condensed Interim Financial Statements (Unaudited)
For the Nine Months Ended January 31, 2026
(Expressed in Canadian Dollars)
Shellron CAPITAL

1. Nature of Operations and Going Concern

Shellron Capital Ltd. (“Shellron” or the “Company”) was incorporated under the laws of the province of British Columbia, Canada on January 21, 2021. The Company’s head office is located at Unit 125A, 1030 Denman Street, 405, Vancouver, British Columbia, Canada, V6G 2M6.

On November 22, 2021, the Company completed an initial public offering (“IPO”) to be classified as a Capital Pool Company (“CPC”) pursuant to the policies of the TSX Venture Exchange (“TSXV”) Policy 2.4 and is listed on the TSXV under the trading symbol “SHLL”. The Company is in the startup stage and its principal business will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction as defined by the rules of the TSXV. Such a transaction will be subject to shareholder and regulatory approval. Refer to Note 8.

These financial statements have been prepared on a going concern basis which implies that the Company will continue realizing assets and discharging liabilities in the normal course of business for the foreseeable future. Should the going concern assumption not continue to be appropriate, further adjustments to carrying values of assets and liabilities may be required. During the nine months ended January 31, 2026, the Company has no business operations and incurred negative cash flow from operations of $2,091 (January 31, 2025 - $24,747). As at January 31, 2026, the Company had an accumulated deficit of $647,944 (April 30, 2025 - $639,923). The Company’s continuing operations are dependent upon its ability to identify and evaluate assets or businesses with a view to potential acquisition or participation by completing a Qualifying Transaction, as defined in Exchange Policy 2.4. The preceding indicates the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of assets and classification of assets and liabilities that may arise should the Company be unable to continue as a going concern. Such adjustments could be material.

2. Basis of Presentation

These condensed interim financial statements have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting (“IAS 34”) using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These condensed interim financial statements have been prepared using the same accounting policies and methods of computation as the most recent annual financial statements for the year ended April 30, 2025.

Changes in Accounting Standards

Certain accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s financial statements.

3. Share Capital

(a) Common Shares

Authorized - unlimited common shares without par value.

As at January 31, 2026, the Company had 8,539,000 (April 30, 2025 - 8,539,000) common shares issued and outstanding.

(b) Share Options

The Company has a share option plan to issue share options whereby the total share options outstanding may be up to 10% of its issued capital at the time of an applicable option grant. The Board of Directors may from time to time, grant options to directors, officers, employees or consultants. The exercise price of an option is not less than the closing price on the TSXV on the last trading day preceding the grant date.

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Shellron Capital Ltd.
Notes to the Condensed Interim Financial Statements (Unaudited)
For the Nine Months Ended January 31, 2026
(Expressed in Canadian Dollars, except where noted)
Shellron
CAPITAL

3. Share Capital – continued

The continuity of the Company's share options is as follows:

	Number of Options	Weighted Average Exercise Price ($)
Balance, April 30, 2024	725,000	0.10
Cancelled	(100,000)	0.10
Balance, April 30 2025 and January 31, 2026	625,000	0.10

Additional information regarding the Company's share options as at January 31, 2026, is as follows:

Exercise Price ($)	Options Outstanding		Options Exercisable
	Number of Options Outstanding	Weighted Average Remaining Contractual Life (Years)	Number of Options Exercisable	Weighted Average Remaining Contractual Life (Years)
0.10	375,000	0.81	375,000	0.81
0.10	250,000	2.93	250,000	2.93
	625,000	1.66	625,000	1.66

The fair value of each share option is estimated on the date of grant using the Black-Scholes Option Pricing Model that uses the assumptions noted in the table below. Expected volatilities are based on historical volatility of the Company's shares or an applicable comparable company, and other factors. The expected term of share options granted represents the period of time that share options granted are expected to be outstanding. The risk-free rate of periods within the contractual life of the share option is based on the Canadian government bond rate.

(c) Loss per Share

	Three Months Ended		Nine Months Ended
	January 31, 2026 ($)	January 31, 2025 ($)	January 31, 2026 ($)	January 31, 2025 ($)
Basic and diluted earnings (loss) per share	0.00	(0.00)	(0.00)	(0.00)
Net income (loss) for the period	38,065	(15,120)	(8,021)	(40,815)

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Shellron Capital Ltd.
Notes to the Condensed Interim Financial Statements (Unaudited)
For the Nine Months Ended January 31, 2026
(Expressed in Canadian Dollars, except where noted)
Shellron CAPITAL

3. Share Capital – continued

	Three and Nine Months Ended
	January 31, 2026	January 31, 2025
Shares outstanding, beginning of period	8,539,000	8,539,000
Basic weighted average number of shares outstanding	8,539,000	8,539,000
Effect of dilutive share options	-	-
Diluted weighted average number of shares outstanding	8,539,000	8,539,000

As at January 31, 2026, there were 625,000 (January 31, 2025 – 625,000) share options that were potentially dilutive but not included in the diluted loss per share calculation as the effect would be anti-dilutive.

(d) Reserves

Share Options

The share options reserves records items recognized as share-based compensation expense and other share-based payments until such time that the share options are exercised, at which time the corresponding amount will be transferred to share capital.

4. Related Party Transactions

During the three and nine months ended January 31, 2026, the Company incurred general and administration fees of $6,000 and $15,000 respectively (January 31, 2025 - $3,000 and $11,000 respectively) to the Interim Chief Executive Officer of the Company.

5. Segmented Disclosure

The Company has one reportable business segment, being the completion of a Qualifying Transaction. All assets are held in Canada.

6. Financial Instruments and Risk Management

Financial Risks

The Company’s financial instruments are exposed to certain financial risks. The risk exposures and the impact on the Company’s financial instruments as at January 31, 2026, are summarized below.

(a) Credit Risk

The credit risk exposure on cash is limited to its carrying amount at the date of the statement of financial position. Cash is held as cash deposits with a creditworthy bank.

(b) Liquidity Risk

Liquidity risk arises from the Company’s general and capital financing needs. The Company manages liquidity risk by attempting to maintain sufficient cash balances. Liquidity requirements are managed based on expected cash flows to ensure that there is sufficient capital in order to meet short-term obligations. All of the Company’s financial liabilities have maturities of one year or less. The carrying values of the Company’s accounts payable and accrued liabilities on the statement of financial position equal their contractual cash flows.

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Shellron Capital Ltd.
Notes to the Condensed Interim Financial Statements (Unaudited)
For the Nine Months Ended January 31, 2026
(Expressed in Canadian Dollars, except where noted)
Shellron
CAPITAL

6. Financial Instruments and Risk Management – continued

(c) Market Risks

(i) Foreign Currency Risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company’s functional and reporting currency is the Canadian dollar. As at January 31, 2026 and April 30, 2025, the Company is not exposed to significant foreign currency risk.

(ii) Interest Rate Risk

The Company does not have any interest bearing debt and is therefore not exposed to interest rate risk.

Fair Values

Fair value measurements are classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The fair value hierarchy has the following levels:

• 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 fair values of the Company’s financial instruments, which include cash, accounts payable and accrued liabilities, and other liabilities, approximate their carrying values due to the immediate or short-term maturity of these financial instruments.

Financial Instrument	Measurement Method	Associated Risks	Fair value at January 31, 2026 ($)
Cash	FVTPL^{1} (Level 1)	Credit and currency	4,584
Accounts payable and accrued liabilities	Amortized cost	Currency	(18,910)
			(14,326)

¹Fair value though profit or loss

7. Capital Management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue a Qualifying Transaction and to maintain a flexible capital structure for its projects for the benefit of its stakeholders. As the Company is in the startup stage, its principal source of funds is from the issuance of common shares.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. The proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investment, to obtain shareholder approval, if applicable, for a proposed Qualifying Transaction by the Company as defined under the Exchange Policy 2.4, to cover reasonable expenses relating to the IPO and a maximum of $3,000 per month to cover prescribed administrative and general expenses of the Company. These restrictions apply until completion of a Qualifying Transaction by the Company. The Company currently is not subject to other externally imposed capital requirements.

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Shellron Capital Ltd.
Notes to the Condensed Interim Financial Statements (Unaudited)
For the Nine Months Ended January 31, 2026
(Expressed in Canadian Dollars, except where noted)
Shellron CAPITAL

8. Qualifying Transaction

On June 4, 2025, the Company entered into a share exchange agreement with SPX Management Limited (“SPX”) to complete a Qualifying Transaction (the “Transaction”). Under the agreement, the Company would issue 10 common shares for each SPX common share, at a deemed price of $0.20 per share. Following completion of the Transaction, SPX shareholders were expected to hold a majority of the outstanding common shares of the Company, and the Company was to be renamed as mutually agreed by the parties. In connection with the Transaction, the parties also intended to complete a brokered private placement for gross proceeds of between $6,550,000 and $10,000,000.

Upon the execution of the definitive agreement for the Transaction, SPX agreed to provide a non-refundable advance to Shellron of $50,000 (the “Advance”), which was received by the Company. Under certain conditions, the advance would have become repayable, however, such conditions were not triggered.

On November 25, 2025, the parties amended the agreement to extend the outside date for completion of the Transaction from November 30, 2025 to January 31, 2026, subject to certain milestones.

On January 30, 2026, the Transaction was terminated. As no repayment conditions were triggered, the $50,000 advance was recognized as other income during the period.

Additionally, the Company advised that a payment by SPX of a further non-refundable deposit of $25,000 on or before January 6, 2026 was not paid and remains unpaid, which was a factor in the Company's determination to terminate the Transaction. The Company considers that the deposit is uncollectable. There are no residual obligations or guarantees to or from the Company in connection with the Transaction.