Strathmore Plus Uranium Corp.

Consolidated Financial Statements

For the Years Ended July 31, 2024 and 2023

(Expressed in Canadian Dollars)

Charlton +Company

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of:
Strathmore Plus Uranium Corp.

Opinion

We have audited the accompanying consolidated financial statements of Strathmore Plus Uranium Corp. (the "Company"), which comprise the consolidated statements of financial position as at July 31, 2024 and 2023, and the consolidated statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at July 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with IFRS.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the 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 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 of the consolidated financial statements, which indicates that the Company incurred a net loss of $3,720,359 during the year ended July 31, 2024, and as of that date, the Company's total deficit was $72,365,138. 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 for the year ended July 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, prepared under the conditions mentioned above, 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 the matters described below to be the key audit matters to be communicated in our auditor's report.

Share Capital and Other Capital Reserves

As described in Note 6 of the consolidated financial statements, the Company's share capital, reserves and equity portion of convertible note amounted to $71,125,634, $4,805,606 and $62,499 respectively, as of July 31, 2024.

The assessment of share capital and other capital reserves is identified as a key audit matter due to the high volume of transactions during the year, and the subjective nature of various management inputs and assumptions involved in the fair value calculations.

SUITE 1111 | 1100 MELVILLE STREET | VANCOUVER, BC | V6E 4A6

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures included, among others:

Reviewing, discussing, and obtaining support for management’s assumptions in developing and applying estimates in accounting for its equity instruments;
Recalculating the fair values assigned to stock options and RSUs granted in the current year and ensuring consistency with vesting schedules;
Verifying key inputs used from external sources to calculate share-based compensation;
Gaining an understanding of the Company’s RSU plan, including the terms and vesting schedules; and
Recalculating the allocation of proceeds from units issued in private placements and allocating them between share capital and warrants on a prorated basis using a relative fair values approach.

Other Information

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

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information 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. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. 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, 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 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.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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 year ended 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 Melyssa Charlton.

Charlton & Company

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, BC

November 28, 2024

Strathmore Plus Uranium Corp.

Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

	Notes	July 31, 2024	July 31, 2023
Assets		$	$
Current
Cash and cash equivalents	13	1,967,793	1,728,189
GST receivable		113,368	50,139
Other receivable	6	88,480	-
Prepaid expenses		45,982	6,019
		2,215,623	1,784,347
Reclamation bond	4	250,978	-
Exploration and evaluation assets	4	1,673,594	542,481
Total Assets		4,140,195	2,326,828
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable and accrued liabilities		89,612	116,202
Due to related parties	8	182,423	26,985
Convertible note	5	239,559	472,062
Total Liabilities		511,594	615,249
Shareholders’ Equity
Share capital	6	71,125,634	67,857,755
Reserves	6	4,805,606	2,423,949
Equity portion of convertible note	5	62,499	74,654
Deficit		(72,365,138)	(68,644,779)
Total Shareholders’ Equity		3,628,601	1,711,579
Total Liabilities and Shareholders’ Equity		4,140,195	2,326,828

Nature of operations and going concern (Note 1)

Contingencies (Note 10)

Subsequent events (Note 14)

Approved and authorized on November 28, 2024 on behalf of the Board:

/s/ Devinder Randhawa

Director

/s/ John Dejoia

Director

The accompanying notes are integral to these consolidated financial statements.

Strathmore Plus Uranium Corp.

Consolidated Statements of Loss and Comprehensive Loss

(Expressed in Canadian dollars)

	Note	For the years ended
		July 31, 2024	July 31, 2023
		$	$
General and administrative expenses
Accretion and interest expense	5	82,684	80,820
Consulting	8	1,196,216	1,416,058
Filing fees		39,803	52,206
Marketing and investor relations		189,575	1,193,567
Legal and professional		48,227	89,757
Office and administration	8	631,097	260,625
Property investigation expense		2,411	918
Share-based compensation	6, 8	1,724,914	920,227
		(3,914,927)	(4,014,178)
Interest income	13	121,594	43,743
Gain on modification of convertible note	5	44,474	41,796
Gain on settlement of debt	6, 8	28,500	-
Loss and comprehensive loss for the year		(3,720,359)	(3,928,639)
Basic and diluted net loss per common share		(0.08)	(0.12)
Weighted average number of common shares outstanding – basic and diluted		45,623,376	33,608,693

The accompanying notes are integral to these consolidated financial statements.

Strathmore Plus Uranium Corp.
Consolidated Statements of Changes in Shareholders' Equity
(Expressed in Canadian dollars except the number of outstanding shares)

	Outstanding Shares	Share Capital	Equity portion of Convertible Note	Reserves	Deficit	Total Equity
		$	$	$	$	$
Balance, July 31, 2022	21,751,937	62,685,329	76,271	1,178,634	(64,716,140)	(775,906)
Private placements	9,112,079	2,405,974	-	951,012	-	3,356,986
Finders’ fee – cash	-	(44,813)	-	-	-	(44,813)
Obligation to issue shares	500,000	145,000	-	-	-	145,000
RSU exercises	48,332	14,500	-	(14,500)	-	-
Shares issued for Wyoming Uranium LLC	750,000	210,000	-	-	-	210,000
Warrant and option exercises	7,967,830	2,441,765	-	(611,424)	-	1,830,341
Modification of convertible note	-	-	(1,617)	-	-	(1,617)
Share-based compensation	-	-	-	920,227	-	920,227
Loss and comprehensive loss for the year	-	-	-	-	(3,928,639)	(3,928,639)
Balance, July 31, 2023	40,130,178	67,857,755	74,654	2,423,949	(68,644,779)	1,711,579
Private placements	6,839,105	2,894,339	-	725,214	-	3,619,553
Finders’ fee – cash	-	(156,074)	-	-	-	(156,074)
Finders’ fee – warrants	-	(81,193)	-	81,193	-	-
Share issuance cost	-	(21,645)	-	-	-	(21,645)
RSU exercises	46,665	14,000	-	(14,000)	-	-
Warrant and option exercises	961,970	551,952	-	(135,664)	-	416,288
Shares for debt	190,000	66,500	-	-	-	66,500
Early redemption of convertible note	-	-	(12,155)	-	-	(12,155)
Share-based compensation	-	-	-	1,724,914	-	1,724,914
Loss and comprehensive loss for the year	-	-	-	-	(3,720,359)	(3,720,359)
Balance, July 31, 2024	48,167,918	71,125,634	62,499	4,805,606	(72,365,138)	3,628,601

The accompanying notes are integral to these consolidated financial statements.

Strathmore Plus Uranium Corp.

Consolidated Statements of Cash Flows

(Expressed in Canadian dollars)

For the years ended
	July 31, 2024	July 31, 2023
	$	$
Cash flows from operating activities
Loss for the year	(3,720,359)	(3,928,639)
Non-cash items:
Accretion expense	82,684	80,820
Share-based compensation	1,724,914	920,227
Gain on modification of convertible note	(44,474)	(41,796)
Gain on settlement of debt	(28,500)	-
Foreign exchange loss / (gain)	22,841	(11,489)
Changes in non-cash working capital items:
GST receivable	(63,229)	(36,161)
Other receivable	(88,480)	-
Prepaid expenses	(39,963)	(24)
Accounts payable and accrued liabilities	45,569	(165,508)
Cash used in operating activities	(2,108,997)	(3,182,570)
Cash flows from investing activities
Exploration and evaluation assets	(1,131,113)	(332,481)
Reclamation bonds	(250,978)	-
Cash used in investing activities	(1,382,091)	(332,481)
Cash flows from financing activities
Proceeds from private placements	3,619,553	3,356,986
Finders’ fee – cash	(177,719)	(44,813)
Repayment of convertible note	(250,000)	-
Proceeds from exercise of warrants and options	416,288	1,830,341
Advances to related parties	122,570	(340,281)
Cash provided by financing activities	3,730,692	4,802,233
Change in cash and cash equivalents	239,604	1,287,182
Cash and cash equivalents, beginning of the year	1,728,189	441,007
Cash and cash equivalents, end of the year	1,967,793	1,728,189

Supplemental cash flow information (Note 13)

The accompanying notes are integral to these consolidated financial statements.

Strathmore Plus Uranium Corp. Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in Canadian Dollars)

TSX.V: SUU

1. Nature of Operations and Going Concern

Strathmore Plus Uranium Corp. (the "Company") was incorporated under the Business Corporations Act of British Columbia. The Company was formerly known as Strathmore Plus Energy Corp. and completed a name change on September 25, 2022. The principal address and records office are located at 750-1620 Dickson Ave, Kelowna, V1Y 9Y2. The Company's common shares were previously listed on the NEX board of the TSX Venture Exchange ("TSX.V") and on September 26, 2022, the Company's shares commenced trading again on the TSX.V under the symbol SUU.V.

The Company is an exploration stage company and engages principally in the acquisition, exploration and development of resource properties in Wyoming, USA. The Company has yet to determine whether its exploration and evaluation assets contain economically viable ore reserves and there is no guarantee that mineral deposits will be discovered in the future.

These consolidated financial statements have been prepared on the 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. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due. As at July 31, 2024, the Company had a working capital of $1,704,029 (2023 - $1,169,098) however, it had an accumulated deficit of $72,365,138 (2023 - $68,644,779). The Company has not generated any revenues from operations to date and during the year ended July 31, 2024, incurred a loss and comprehensive loss of $3,720,359 (2023 - $3,928,639). The Company expects to incur further losses in the development of its business. The continued operations of the Company are dependent on its ability to generate future cash flows or obtain additional financing. These circumstances comprise a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern. Management is of the opinion that sufficient working capital will be obtained from external financing to meet the Company's liabilities and commitments as they become due, although there is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. As a result, these financial statements do not reflect any adjustments to the carrying values of assets and liabilities, the reported expenses, and the balance sheet classifications used that may be necessary if the Company is unable to continue as a going concern.

Over the past year, global stock markets have experienced volatility and a significant weakening in the aftermath of COVID-19. Governments and central banks have responded with monetary and fiscal interventions to stabilize economic conditions. Volatility in financial markets subsequent to July 31, 2024, may have a significant impact on the Company's financial position. The duration and impact of the higher inflationary environment, as well as the effectiveness of government and central bank responses, remains unclear at this time.

2. Basis of Presentation

Statement of compliance

These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). These consolidated financial statements were approved and authorized for issuance by the Board of Directors on November 28, 2024.

Functional and presentation currency

The functional currency of a company is the currency of the primary economic environment in which the company operates. The presentation currency for a company is the currency in which the company chooses to present its consolidated financial statements. These consolidated financial statements have been prepared and presented in Canadian dollars ("CAD"), being the Company and its subsidiary's functional currency. Unless otherwise noted, all figures in these consolidated financial statements are presented in CAD.

Strathmore Plus Uranium Corp. Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in Canadian Dollars)

TSX.V: SUU

2. Basis of Presentation (continued)

Basis of consolidation

These consolidated financial statements include the Company’s 100% owned subsidiary, Wyoming Uranium LLC, which was acquired on September 21, 2022 (Note 4). The Company consolidates subsidiaries when it is exposed, or has rights, to variable returns from its involvement with the subsidiaries and has the ability to affect those returns through its power over the subsidiaries. All intercompany balances eliminated on consolidation.

3. Material Accounting Policy Information

a) Cash and Cash Equivalents

Cash and cash equivalents consist of amounts held in banks and redeemable fixed term deposits cashable on demand or that have a term to maturity of three months or less at the time acquired. The Company places its cash and cash equivalents with major financial institutions in Canada.

b) Related Parties

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

c) Mineral Property Interests

i) Exploration and Evaluation

Property option payments, common shares issued, and other costs associated with acquiring the legal rights to explore a specific resource property and exploration expenses are capitalized as mineral property interests and classified as intangible exploration and evaluation assets. Exploration and evaluation expenditures include costs of assaying, community development, consumables and supplies, drilling, geological consulting, scoping and feasibility study, site administration and other costs to maintain legal rights to explore an area.

ii) Development

Upon completion of a technical feasibility study and when commercial viability is demonstrated, capitalized exploration and evaluation assets are transferred to and classified as mineral property acquisition and development costs. Costs associated with the commissioning of new assets incurred in the period before they are operating in the way intended by management are capitalized. Development expenditure is net of the proceeds of the sale of metals from ore extracted during the development phase. Interest on borrowings related to the construction and development of assets are capitalized until substantially all the activities required to make the asset ready for its intended use are complete.

Mineral property interests are derecognized upon disposal or when no future economic benefits are expected. Gains and losses on disposal are determined by comparing the proceeds from disposal with the carrying amount of the item and are recognized in the statements of loss and comprehensive loss.

Strathmore Plus Uranium Corp. Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in Canadian Dollars)

TSX.V: SUU

3. Material Accounting Policy Information (continued)

c) Mineral Property Interests (continued)

iii) Depreciation

Mineral property acquisition and development costs will be depreciated on a units-of-production method based on the estimated life of the ore reserves once production commences. The Company’s management conducts an annual assessment of the estimated residual values, useful lives, and depreciation methods used for mineral property acquisition and development costs. Any material changes in estimates are applied prospectively.

iv) Impairment

The carrying value of all categories of mineral property interests and exploration and evaluation assets are reviewed for impairment at each reporting period for indicators that the recoverable amount may be less than the carrying value. When indicators of impairment are present, the recoverable amount of an asset is evaluated at the level of a cash generating unit (“CGU”), the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The recoverable amount of a CGU is the greater of the CGU’s fair value less costs to sell and its value-in-use. An impairment loss is recognized in profit or loss to the extent that the carrying amount exceeds the recoverable amount.

Value-in-use is based on estimates of discounted future cash flows expected to be recovered from an asset or CGU through their use. Estimated future cash flows are calculated using estimates of future recoverable reserves and resources, future commodity prices and expected future operating and capital costs. Once calculated, 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.

Fair value less costs to sell is the amount obtainable from either quotes from an active market or the sale of an asset or CGU in an arm’s length transaction between knowledgeable, willing parties, less the costs of disposal. Costs of disposal are incremental costs directly attributable to the disposal of an asset or CGU, excluding finance costs and income tax expense.

Impairment losses recognized in respect of CGUs are allocated to reduce the carrying amounts of the other assets in the unit or group of units on a pro rata basis. Impairment losses are recognized in other expenses. Assumptions, such as commodity prices, discount rate and expenditures, underlying the fair value estimates are subject to uncertainties. Impairment charges are recorded in the reporting period in which determination of impairment is made by management.

Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depletion or amortization, if no impairment loss had been recognized.

d) Provisions

Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the statement of financial position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. The increase in the obligation due to the passage of time is recognized as a finance expense.

Strathmore Plus Uranium Corp. Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in Canadian Dollars)

TSX.V: SUU

3. Material Accounting Policy Information (continued)

e) Reclamation Provisions

The Company recognizes a provision for statutory, contractual, constructive or legal obligations associated with decommissioning of mining operations and reclamation and rehabilitation costs arising when environmental disturbance is caused by the exploration or development of mineral properties, plant and equipment. Provisions for site closure and reclamation are recognized in the period in which the obligation is incurred or acquired, and are measured based on expected future cash flows to settle the obligation, discounted to their present value. The discount rate is a pre-tax rate that reflects current market assessments of the time value of money and risks specific to the liability.

When an obligation is initially recognized, the corresponding cost is capitalized to the carrying amount of the related asset in mineral properties, plant and equipment. These costs are depreciated on a basis consistent with depreciation, depletion, and amortization of the underlying assets. As at July 31, 2024 and 2023, the Company did not have any decommissioning liabilities.

f) Income Taxes

Provision for income taxes consists of current and deferred tax expense. Income tax expense is recognized in profit or loss for the year except to the extent that it relates to items recognized either in other comprehensive income (loss) or directly in equity, in which case it is recognized in other comprehensive income (loss) or in equity, respectively. Current tax expense is the expected tax payable on the 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. Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for temporary differences associated with the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable income or loss and temporary differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse based on the laws that have been enacted or substantively enacted at the reporting date.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

g) Share Capital and Warrants

The Company records proceeds from share issuances, net of issuance costs and any tax effects, in shareholders' equity. Common shares issued for consideration other than cash, are valued based on their fair value at the date the agreement to issue shares was concluded. Common shares held by the Company are classified as treasury stock and recorded as a reduction to shareholders' equity.

The Company allocates the proceeds received upon issue of equity units, consisting of shares and warrants, using a relative fair value method with respect to the measurement of shares and warrants issued. The relative fair values method requires each component to be valued at fair value and an allocation of the net proceeds received based on the pro-rata fair relative values of the components. The fair value of the warrant component is determined using the Black-Scholes option pricing model.

Strathmore Plus Uranium Corp. Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in Canadian Dollars)

TSX.V: SUU

3. Material Accounting Policy Information (continued)

h) Loss Per Share

Basic loss per share is calculated by dividing the loss available to common shareholders by the weighted average number of common shares issued and outstanding during the year. The Company uses the treasury stock method for calculating diluted loss per common share. Diluted and basic loss per share are the same because the effects of potential issuances of shares under options and warrants would be anti-dilutive.

i) Share-Based Payments

From time-to-time, the Company grants options to purchase common shares or restricted share units (“RSUs”) to directors, officers, employees and non-employees. The Company accounts for share-based payments, including stock options and RSUs, at their fair value on the grant date and recognizes the cost as a compensation expense over the period that the employees become entitled to the award. The fair value of the stock options on the grant date is determined using the Black-Scholes option pricing model for stock option awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service conditions are expected to be met such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service conditions at the vesting date. A corresponding increase is recognized in shareholders’ equity for these costs.

Fair value of equity-settled RSUs is measured at the grant date based on the market value of the Company’s common shares on that date. At each financial reporting date, the amount recognized as an expense in connection with RSUs is adjusted to reflect the actual number of RSUs that are expected to vest.

The number of RSUs and options expected to vest is viewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

The share-based awards issued to non-employees are generally measured on the fair value of goods or services received unless that fair value cannot be reliably measured. This fair value shall be measured at the date the entity obtains the goods or the counterparty renders service. If the fair value of goods or services received cannot be reliably measured, the fair value of the share-based payments to non-employees are periodically re-measured using the Black-Scholes Option Pricing Model until the counterparty performance is complete.

All equity-settled share-based payments are reflected in reserves, until exercised. Upon exercise, shares are issued from treasury and the amount reflect in reserves is credited to share capital, adjusted for any consideration paid.

j) Foreign Currencies Transactions

Transactions in foreign currencies are translated into the functional currency at exchange rates at the date of the transactions. Foreign currency differences arising on translation are recognized in profit or loss. Foreign currency monetary assets and liabilities are translated at the functional currency exchange rate at the statement of financial position date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when acquired. All gains and losses on translation of these foreign currency transactions are included in the statements of loss and comprehensive loss.

Strathmore Plus Uranium Corp. Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in Canadian Dollars)

TSX.V: SUU

3. Material Accounting Policy Information (continued)

k) Convertible Debt

Convertible notes are separated into their liability and equity components on the statements of financial position. The liability component is initially recognized at fair value, determined as the net present value of future payments of interest and principal, discounted at the market rate for similar non-convertible liabilities at the time of issue. Subsequently, the liability component is recognized at amortized cost, using the effective interest method, until extinguished upon conversion, maturity or a normal course issuer bid. The fair value of the equity component of the convertible loan is estimated using the residual method in which the difference between the fair value of the instrument and the fair value of the debt component is allocated as the fair value of the equity component.

l) Financial Instruments

Financial Assets

i) Classification

The Company classifies its financial assets in the following categories:

Those to be measured subsequently at fair value either through other comprehensive income (“FVOCI”), 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 the contractual terms of the cash flows. For assets measured at fair value, gains and losses are either recorded in profit or loss or other comprehensive income.

ii) Measurement

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at FVTPL, 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. There are three measurement categories under which the Company classifies its financial instruments:

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 as finance income using the effective interest rate method.
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 other comprehensive income (“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 method. The Company has not designated any financial assets at FVOCI.

Strathmore Plus Uranium Corp. Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in Canadian Dollars)

TSX.V: SUU

3. Material Accounting Policy Information (continued)

1) Financial Instruments (continued)

FVTPL: 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 in which it arises. The Company has classified its cash and cash equivalents at FVTPL.

Financial Liabilities

The Company classifies its financial liabilities into the following categories:

FVTPL; and
Amortized cost.

A financial liability is classified as at FVTPL if it is classified as held-for-trading or is designated as such on initial recognition. Directly attributable transaction 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 the 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 has not designated 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 method. The Company’s accounts payable, convertible note, obligation to issue shares, and due to related parties are measured at amortized cost.

Impairment

A financial asset not carried at FVTPL is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

The Company recognizes loss allowances for expected credit losses (“ECLs”) on its financial assets measured at amortized cost. Due to the nature of its financial assets, the Company measures loss allowances at an amount equal to expected lifetime ECLs. Lifetime ECLs are the anticipated ECLs that result from all possible default events over the expected life of a financial asset. ECLs are a probability weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the related financial asset. The Company does not have any financial assets that contain a financing component.

Strathmore Plus Uranium Corp. Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in Canadian Dollars)

TSX.V: SUU

3. Material Accounting Policy Information (continued)

m) Critical Accounting Judgments and Estimates

The preparation of consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reported years. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

Critical accounting estimates are estimates and assumptions made by management that may result in material adjustments to the carrying amount of assets and liabilities within the next financial year.

The estimates and underlying assumptions are reviewed on an ongoing basis. 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 review affects both current and future periods.

Information about critical judgments and estimates in applying accounting policies that have the most significant effect of amounts recognized in the consolidated financial statements is as follows:

Significant accounting estimates

the determination and recognition of deferred income tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood of utilizing tax carry-forwards. Changes in these assumptions could materially affect the recorded amounts, and therefore do not necessarily provide certainty as to their recorded values;
the inputs in accounting for share-based payment transactions in the statement of loss and comprehensive loss (using the Black-Scholes model) including volatility, probable life of options granted, time of exercise of the options and forfeiture rate;
the determination of the fair value of the liability and equity components of the convertible note using the discount rate of 18% to calculate the present value the liability, with the excess allocated to the equity component. The discount rate of 18% was based off of the Company's interest rate on credit cards as the Company does not have any other arms-length interest bearing debt; and
the inputs used in accounting for warrants valuation using the Black-Scholes model which include volatility, probable life of options granted, time of exercise of the options and forfeiture rate.

Significant accounting judgments

the assessment of indications of impairment of the mineral property interests and related determination of the net realizable value and write-down of the mineral property interests where applicable;
the evaluation of the outcome of contingencies;
the evaluation of the Company's ability to continue as a going concern; and
the assessment of whether an extinguishment of an existing financial liability involving a creditor that is also a direct or indirect shareholder of the Company, is one in which the creditor is also acting in its capacity as such.

Strathmore Plus Uranium Corp. Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in Canadian Dollars)

TSX.V: SUU

3. Material Accounting Policy Information (continued)

n) Adoption of New Accounting Pronouncement

Amendments to IAS 1 and IFRS Practice Statement 2

In February 2021, the IASB issued Amendments to IAS 1 and IFRS Practice Statement 2 to provide guidance to help entities apply materiality judgment to accounting policy disclosure. The amendments require disclosure of material accounting policy information rather than disclosing significant accounting policies and provide guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures. The amendments to IAS 1 are effective for annual reporting periods beginning on or after January 1, 2023. The Company adopted these amendments, which have resulted in the disclosure of only material accounting policy information, but did not impact the measurement, recognition of presentation of any items in the Company's consolidated financial statements.

o) New Accounting Standards Issued but Not Yet Effective

Amendments to IAS 1, Presentation of Financial Statements: Classification of Liabilities as Current or Non-Current

In January 2020 and October 2022, the IASB issued amendments to clarify the requirements for classifying liabilities current or non-current. The amendments specify that the conditions that exist at the end of a reporting period are those that will be used to determine if a right to defer settlement of a liability exists. The amendments also clarify the situations that are considered a settlement of a liability. The amendments are effective January 1, 2024, with early adoption permitted, and the amendments are to be applied retrospectively. The Company is assessing the impact of the amendments to its consolidated financial statements.

4. Exploration and Evaluation Assets

	Night Owl Project	Agate Project	Gas Hills – Beaver Rim Project	Total
	$	$	$	$
Balance at July 31, 2022	-	-	-	-
Acquisition costs	25,142	11,178	284,473	320,793
Geological	202,768	9,721	9,199	221,688
Balance at July 31, 2023	227,910	20,899	293,672	542,481
Acquisition costs	17,920	28,641	26,727	73,288
Drilling and related costs	76,621	754,533	-	831,154
Geological	14,184	189,426	23,061	226,671
Balance at July 31, 2024	336,635	993,499	343,460	1,673,594

Night Owl Project, Wyoming, USA

On June 1, 2022, the Company staked claims on the Night Owl Project located in the Shirley Basin uranium district of Wyoming.

On December 2, 2022, the Company entered into a 10-year Mining Lease with the State of Wyoming to obtain the exclusive right to perform mining activities on land located in the Converse County of Wyoming, USA. The Company has annual lease payments of US$1 per acre for a total of US$640 (paid) per year.

Strathmore Plus Uranium Corp. Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in Canadian Dollars)

TSX.V: SUU

4. Exploration and Evaluation Assets (continued)

Night Owl Project, Wyoming, USA (continued)

As at July 31, 2024, the Company holds a total of $23,161 (US$16,900) (2023 - $nil) in reclamation bonds for the Night Owl Project.

Agate Project, Wyoming, USA

On July 19, 2022, the Company staked claims on the Agate Project located in the Shirley Basin uranium district of Wyoming.

On July 24, 2024, the Company acquired additional claims by staking to be included in the Agate Project located in the Shirley Basin uranium district of Wyoming.

As at July 31, 2024, the Company holds a total of $227,817 (US$167,300) (2023 - $nil) in reclamation bonds for the Agate Project.

Gas Hills – Beaver Rim Project, Wyoming, USA

On January 12, 2022, the Company entered into a share purchase agreement with the shareholders of Wyoming Uranium LLC. The Company will issue 750,000 common shares (issued) and pay $25,000 USD (paid) to the shareholders of Wyoming Uranium LLC in exchange for a 100% ownership of Wyoming Uranium LLC which holds certain mineral titles in the State of Wyoming. The fair value of the common shares of $210,000 and cash paid of $34,390 for Wyoming Uranium LLC has been allocated to acquisition costs of this project.

On September 22, 2022, after regulatory approval was received, the Company completed the acquisition and the Company’s name was changed to Strathmore Plus Uranium Corp. The Company determined that Wyoming Uranium LLC did not meet the definition of a business under IFRS 3 Business Combinations. As the purchase of Wyoming Uranium LLC did not qualify as a business acquisition, the Company accounted for the transaction as an asset acquisition. As the fair value of the purchase price consideration paid was more reliably measurable than the assets acquired, the cost of the non-cash assets received was based on the fair value of the consideration given. The cost of the asset acquisition was allocated on a fair value basis to the net assets acquired.

5. Convertible Note

On January 19, 2022, the Company received a $500,000 loan from a private company owned by the CEO which closed as a convertible note (the “Note”) on February 2, 2022. The Note initially had a maturity date of February 2, 2023, but was extended to January 29, 2024. During the year ended July 31, 2024, the Note’s maturity date was further extended to February 2, 2025. The Note initially had an annual interest rate of 6%, but was increased to 8% when the maturity date was further extended. The Note is convertible into units at $0.30 per Unit with each unit consisting of one common share of the Company and one share purchase warrant exercisable into an additional share for a period of 12 months at an exercise price of $0.33 per share.

Strathmore Plus Uranium Corp. Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in Canadian Dollars)

TSX.V: SUU

5. Convertible Note (continued)

The following table summarizes the accounting for the convertible note during the period ended July 31, 2024:

	Liability Component	Equity Component
	$	$
Balance – July 31, 2022	461,133	76,271
Accretion	80,820	-
Gain on modification of convertible note	(40,179)	(1,617)
Interest	(29,712)	-
Balance – July 31, 2023	472,062	74,654
Accretion	82,684	-
Gain on modification of convertible note	(44,474)	-
Interest	(32,868)	-
Early repayment	(237,845)	(12,155)
Balance – July 31, 2024	239,559	62,499

For accounting purposes, the convertible loan is separated into its liability and equity components by first valuing the liability component. The fair value of the liability component at the time of issue was calculated as the discounted cash flows of the loan assuming a $18\%$ discount rate, which was the estimated rate for a similar loan without a conversion feature. The fair value of the equity component (conversion feature) was determined at the time of issue as the difference between the face value of the loan and the fair value of the liability component.

As a result of the maturity date extension, there was a gain on modification of convertible note of $44,474 (2023 -$ 41,796).

During the year ended July 31, 2024, the Company made an early repayment of $250,000 on the convertible debenture. As a result, the equity component of the convertible debenture was reduced by$ 12,155 (2023 - $nil)

The Company had accrued interest payable of $5,508 (2023 -$ 24,712) on the convertible note as at July 31, 2024 (Note 8).

6. Share Capital

a) Authorized

Unlimited number of common shares without par value.

b) Issued Share Capital

During the year ended July 31, 2024

On September 18, 2023, the Company closed a brokered private placement for gross proceeds of $2,200,003 through the issuance of 4,000,005 units (the "Units") at a price of$ 0.55 per unit. Each Unit comprised of one common share and one-half common share purchase warrant. Each whole share purchase warrant is exercisable into one common share at a price of $0.80 per share for a period of 2 years following the date of issuance. The proceeds of $2,200,003 were allocated to share capital and reserves using the relative fair value method. The fair value of the warrants was $496,835, calculated using the Black-Scholes option pricing model with the following inputs: i) exercise price: $0.80; ii) share price: $0.71; iii) expected life: 2 years; iv) volatility: 117.84%; v) risk free interest rate: 3.07%. The Company paid a total of $67,593 in cash finders' fees, issued a total of 123,664 finder's warrants valued at $56,968, and paid other share issuance costs totaling $13,145.

Strathmore Plus Uranium Corp. Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in Canadian Dollars)

TSX.V: SUU

6. Share Capital (continued)

On February 28, 2024, the Company closed a brokered private placement for gross proceeds of $1,419,550 through the issuance of 2,839,100 units (the "Units") at a price of $0.50 per unit. Each Unit comprised of one common share and one-half common share purchase warrant. Each whole share purchase warrant is exercisable into one common share at a price of $0.70 per share for a period of 2 years following the date of issuance. The proceeds of $1,419,550 were allocated to share capital and reserves using the relative fair value method. The fair value of the warrants was $228,379, calculated using the Black-Scholes option pricing model with the following inputs: i) exercise price: $0.70; ii) share price: $0.36; iii) expected life: 2 years; iv) volatility: 101.22%; v) risk free interest rate: 3.80%. The Company paid a total of $88,480 in cash finders' fees, issued a total of 176,960 finder's warrants valued at $24,225, and paid other share issuance costs totaling $8,500. The Company overpaid certain finders by $88,480 in cash, which will be refunded back to the Company subsequent to the year end.

On April 17, 2024, the Company settled $95,000 (2023 - $nil) in outstanding debt through the issuance of 190,000 common shares valued at $66,500 (2023 - $nil). The Company has recorded $28,500 (2023 - $nil) as a gain on settlement of debt (Note 8).

During the year ended July 31, 2024, there were 961,970 share purchase warrants exercised for gross proceeds of $416,288. Reserves of $135,664 was transferred to share capital in relation to the exercises.

During the year ended July 31, 2024, 46,665 shares were issued for the exercise of Restricted Stock Units ("RSUs"). These shares were valued at $0.30 per share which was the fair value of the RSUs on the date of grant. Reserves of $14,000 was transferred to share capital in relation to the exercises.

During the year ended July 31, 2023

On October 26 and 27, 2022, the Company closed a non-brokered private placement of 4,112,079 Units at $0.33 per Unit. Each Unit comprises one common share and one share purchase warrant. Each whole share purchase warrant is exercisable into one common share at a price of $0.40 per share for a period of 2 years following the closing of the offering. The proceeds of $1,356,986 were allocated to share capital and reserves using the relative fair value method. The fair value of the warrants was $505,400, calculated using the Black-Scholes option pricing model with the following inputs: i) exercise price: $0.40; ii) share price: $0.39; iii) expected life: 1.5 years; iv) volatility: 135.50%; v) risk free interest rate: 1.74%. The Company paid a 7% cash commission to certain qualified finders for a total finders' fees of $12,963.

On January 26, 2023, the Company closed a non-brokered private placement of 5,000,000 Units at $0.40 per Unit. Each Unit comprises one common share and one-half share purchase warrant. Each whole share purchase warrant (is exercisable into one common share at a price of $0.50 per share for a period of 2 years following the closing of the offering. The proceeds of $2,000,000 were allocated to share capital and reserves using the relative fair value method. The fair value of the warrants was $445,612, calculated using the Black-Scholes option pricing model with the following inputs: i) exercise price: $0.50; ii) share price: $0.51; iii) expected life: 1.5 years; iv) volatility: 126.52%; v) risk free interest rate: 2.31%. The Company paid a 7% cash commission to certain qualified finders for a total finders' fees of $31,850.

On September 15, 2022, 500,000 common shares were issued to settle the obligation to issue shares. The fair value of the shares on the date of issuance was $145,000.

On September 21, 2022, 750,000 common shares of the Company were issued as consideration for the acquisition of Wyoming Uranium LLC (Note 4). The shares had a fair value of $210,000 on the date of issuance.

During the year ended July 31, 2023, there were 50,000 options and 7,917,830 share purchase warrants exercised for gross proceeds of $1,830,341. Reserves of $611,424 was transferred to share capital in relation to the exercises.

Strathmore Plus Uranium Corp. Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in Canadian Dollars)

TSX.V: SUU

6. Share Capital (continued)

During the year ended July 31, 2023, 48,332 shares were issued for the exercise of Restricted Stock Units (“RSUs”). These shares were valued at $0.30 per share which was the fair value of the RSUs on the date of grant. Reserves of $14,500 was transferred to share capital in relation to the exercises.

c) Stock Options, Warrants, and Restricted Stock Units

i. Options

The Company has a shareholder approved stock option plan which allows the Board of Directors to grant stock options to directors, officers, employees, contractors and consultants. The exercise price of each option is based on the market price of the Company’s common stock at the date of grant less any applicable discount. The options can be granted for a maximum term of five years with vesting terms determined by the Board of Directors at the time of any grant. The common shares reserved for issuance cannot exceed 10% of the issued and outstanding common shares of the Company.

The maximum number of options granted to any one participant in a twelve month period, may not exceed 5% of the issued common shares on the date of grant, any one consultant may not exceed 2% of the common shares on the date of grant and the maximum number of options issuable to investor relations providers as a group, may not exceed 2% of the issued common shares on the date of grant.

During the year ended July 31, 2024

On September 25, 2023, the Company granted 300,000 options to consultants of the Company. These options have an exercise price of $0.80 and an expiry date of September 25, 2028. The options are subject to a 2-year vesting period, with 1/3 of the options vesting on the grant day and the remaining options vesting on as to 1/6 every 6 months thereafter. These options had a grant date fair value of $211,927 calculated using the Black-Scholes option pricing model with the following inputs: i) exercise price: $0.80; ii) share price: $0.83; iii) expected life: 5 years; iv) volatility: 142.57%; v) risk free interest rate: 1.80%; vi) forfeiture rate: 5%. As at July 31, 2024, 150,000 options vested (2023 – nil). During the year ended July 31, 2024, the Company recognized $170,876 (2023 - $nil) in share-based compensation related to these options.

On November 1, 2023, the Company granted 100,000 options to a Director of the Company. These options have an exercise price of $0.70 and an expiry date of November 1, 2028. The options are subject to a 2-year vesting period, with 1/3 of the options vesting on the grant day and the remaining options vesting on as to 1/6 every 6 months thereafter. These options had a grant date fair value of $52,302 calculated using the Black-Scholes option pricing model with the following inputs: i) exercise price: $0.70; ii) share price: $0.62; iii) expected life: 5 years; iv) volatility: 142.81%; v) risk free interest rate: 1.83%; vi) forfeiture rate: 5%. As at July 31, 2024, 50,000 options vested (2023 – nil). During the year ended July 31, 2024, the Company recognized $40,259 (2023 - $nil) in share-based compensation related to these options.

On June 19, 2024, the Company granted 120,000 options to a Director of the Company. These options have an exercise price of $0.35 and an expiry date of June 19, 2029. The options are subject to a 2-year vesting period, with 1/3 of the options vesting on the grant day and the remaining options vesting on as to 1/6 every 6 months thereafter. These options had a grant date fair value of $34,088 calculated using the Black-Scholes option pricing model with the following inputs: i) exercise price: $0.35; ii) share price: $0.34; iii) expected life: 5 years; iv) volatility: 142.70%; v) risk free interest rate: 2.06%; vi) forfeiture rate: 5%. As at July 31, 2024, 40,000 options vested (2023 – nil). During the year ended July 31, 2024, the Company recognized $14,083 (2023 - $nil) in share-based compensation related to these options.

Strathmore Plus Uranium Corp. Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in Canadian Dollars)

TSX.V: SUU

6. Share Capital (continued)

During the year ended July 31, 2023

On October 12, 2022, the Company granted 45,000 options to a consultant of the Company. These options had a grant date fair value of $12,236 calculated using the Black-Scholes option pricing model with the following inputs: i) exercise price: $0.33; ii) share price: $0.32; iii) expected life: 5 years; iv) volatility: 143.75%; v) risk free interest rate: 1.53%; vi) forfeiture rate: 5%. The option vested one-half on October 12, 2022 and one-half on April 12, 2023. The options were fully vested as at July 31, 2023.

On January 19, 2023, the Company granted 1,190,000 options to directors, officers, and consultants of the Company. These options had a grant date fair value of $558,875 calculated using the Black-Scholes option pricing model with the following inputs: i) exercise price: $0.50; ii) share price: $0.55; iii) expected life: 5 years; iv) volatility: 142.72%; v) risk free interest rate: 1.61%; vi) forfeiture rate: 5%. The options are subject to a 2-year vesting period, with 2/6 of the options vesting on the grant day and the remaining options vesting on as to 1/6 every 6 months thereafter. As at July 31, 2024, 991,667 options vested (2023 - 595,000). During the year ended July 31, 2024, the Company recognized $150,811 (2023 - $386,147) in share-based compensation related to these options.

On April 6, 2023, the Company granted 619,559 options to directors, officers, and consultants of the Company. These options had a grant date fair value of $376,956 calculated using the Black-Scholes option pricing model with the following inputs: i) exercise price: $0.63; ii) share price: $0.71; iii) expected life: 5 years; iv) volatility: 143.54%; v) risk free interest rate: 1.66%; vi) forfeiture rate: 5%. The options are subject to a 2-year vesting period, with 2/6 of the options vesting on the grant day and the remaining options vesting on as to 1/6 every 6 months thereafter. As at July 31, 2024, 413,039 options vested (2023 - 206,520). During the year ended July 31, 2024, the Company recognized $139,256 (2023 - $208,633) in share-based compensation related to these options.

During the year ended July 31, 2022

On June 20, 2022, the Company granted 2,150,000 options to directors, officers, and consultants of the Company. These options had a grant date fair value of $447,476 calculated using the Black-Scholes option pricing model with the following inputs: i) exercise price: $0.24; ii) share price: $0.23; iii) expected life: 5 years; iv) volatility: 147%; v) risk free interest rate: 3.3025%. The options are subject to a 2-year vesting period, with 2/6 of the options vesting on the grant day and the remaining options vesting on as to 1/6 every 6 months thereafter. As at July 31, 2024, 2,150,000 options vested (2023 - 1,433,333). During the year ended July 31, 2024, the Company recognized $51,998 (2023 - $210,985) in share-based compensation related to these options.

The continuity of the Company's options are as follows:

	Number of Options	Weighted Average Exercise Price
		$
Options outstanding, July 31, 2022	2,150,000	0.24
Issued	1,854,559	0.54
Exercised	(50,000)	0.24
Options outstanding, July 31, 2023	3,954,559	0.38
Issued	520,000	0.68
Options outstanding, July 31, 2024	4,474,559	0.41

As at July 31, 2024, there were options exercisable of 3,789,706 (2023 - 2,229,853).

Strathmore Plus Uranium Corp.

Notes to the Consolidated Financial Statements

For the Years Ended July 31, 2024 and 2023

(Expressed in Canadian Dollars)

TSX.V: SUU

6. Share Capital (continued)

As at July 31, 2024, the following options are outstanding:

Number of Options	Exercise Price	Expiry date
	$
2,100,000	0.24	June 20, 2027
45,000	0.33	October 6, 2027
1,190,000	0.50	January 19, 2028
619,559	0.63	April 6, 2028
300,000	0.80	September 25, 2028
100,000	0.70	November 1, 2028
120,000	0.35	June 19, 2029

As at July 31, 2024, the weighted average life of options outstanding was 3.33 years.

ii. Warrants

The continuity of the Company's warrants are as follows:

	Number of Warrants	Weighted Average Exercise Price
		$
Warrants outstanding, July 31, 2022	6,893,332	0.20
Issued	6,612,078	0.44
Exercised	(7,917,830)	0.23
Expired	(120,000)	0.20
Warrants outstanding, July 31, 2023	5,467,580	0.44
Issued	3,720,177	0.75
Exercised	(961,970)	0.43
Warrants outstanding, July 31, 2024	8,225,787	0.58

Assumptions used in the Black-Scholes option pricing model for the finders' warrants issued are as follows:

	2024	2023
Risk free rate of return	3.07% - 3.80%	-
Expected life	2.00 years	-
Expected volatility	101% - 118%	-
Expected dividend yield	0.00%	-

Strathmore Plus Uranium Corp. Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in Canadian Dollars)

TSX.V: SUU

6. Share Capital (continued)

As at July 31, 2024, the following warrants are outstanding:

Number of Warrants	Exercise Price $	Expiry date
2,126,250	0.50	January 26, 2025
2,014,305	0.80	September 18, 2025
109,362	0.55	September 18, 2025
2,379,360	0.40	October 27, 2025*
1,419,550	0.70	February 28, 2026
176,960	0.70	February 28, 2026

*Subsequent to year end, these warrants expiry date was extended from October 27, 2024, to October 27, 2025.

As at July 31, 2024, the weighted average life of warrants outstanding was 0.80 years.

iii. Restricted Stock Units

The Company has adopted a restricted share unit plan (the "RSU Plan"), which provides that the Board of Directors of the Company may, from time to time, grant to directors, officers, employees and consultants of the Company, non-transferable RSUs. The expiry date for each restricted share unit shall be set by the Board of Directors at the time of issue. A vesting schedule may be imposed at the discretion of the Board of Directors at the time of issue. The number of shares that may be reserved for issuance shall not exceed 4,480,000 common shares of the Company unless approved by disinterested shareholders of the Company at a duly held meeting but shall not exceed 10% of the issued and outstanding shares of the Company.

During the year ended July 31, 2024

On August 25, 2023, the Company granted 3,500,000 RSUs to officers and directors. The RSUs are subject to vesting terms, with 1/3 of the RSUs vesting on August 25, 2024, and the remaining RSUs vesting on as to 1/3 every 12 months thereafter. The fair value of these RSUs was determined to be $1,960,000 by reference to the fair value of the Company's common shares on the date of grant and will be recognized as an expense over the vesting period.

On June 19, 2024, the Company granted 120,000 RSUs to a director. The RSUs are subject to vesting terms, with 1/3 of the RSUs vesting on June 19, 2025, and the remaining RSUs vesting on as to 1/3 every 12 months thereafter. The fair value of these RSUs was determined to be $33,600 by reference to the fair value of the Company's common shares on the date of grant and will be recognized as an expense over the vesting period.

During the year ended July 31, 2024, 46,665 RSUs were exercised during the year. The fair value of $14,000 was transferred from reserves to share capital.

During the year ended July 31, 2023

On September 22, 2022, the Company granted 500,000 RSUs to officers and directors. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs vest in three one-third tranches on January 1, 2023, January 1, 2024, and January 1, 2025. The fair value of these RSUs was determined to be $150,000 by reference to the fair value of the Company's common shares on the date of grant and will be recognized as an expense over the vesting period.

Strathmore Plus Uranium Corp. Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in Canadian Dollars)

TSX.V: SUU

6. Share Capital (continued)

During the year ended July 31, 2023, 48,332 RSUs were exercised. The fair value of $14,500 was transferred from reserves to share capital.

The continuity of the Company's RSUs are as follows:

	Number of RSUs
Balance as at July 31, 2022	-
RSUs granted	500,000
Exercised	(48,332)
Balance as at July 31, 2023	451,668
RSUs granted	3,620,000
Exercised	(46,665)
Balance as at July 31, 2024	4,025,003

As at July 31, 2024, there were RSUs exercisable of 238,336 (2023 - 118,335).

7. Capital Management

The Company's objectives when managing capital are to safeguard its ability to continue as a going concern, to pursue the exploration of its mineral properties, and to maintain a flexible capital structure which optimizes the cost of capital within a framework of acceptable risk. In the management of capital, the Company includes the components of shareholders' equity.

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 Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future exploration of mineral property interests. To maintain or adjust its capital structure, the Company may issue new shares, issue new debt, and/or acquire or dispose of assets.

The Company is dependent on the capital markets as its sole source of operating capital and the Company's capital resources are largely determined by the strength of the junior resource markets, the status of the Company's projects in relation to these markets and its ability to compete for investor support of its projects.

8. Related Party Transactions

Unless otherwise noted, amounts due to related parties are non-interest bearing, unsecured and have no fixed terms of repayment. The following related party transactions were in the normal course of operations and measured at the exchange amount, which is the amount established and agreed to by the related parties:

Key management compensation

The Company has identified its directors and certain senior officers as its key management personnel.

Strathmore Plus Uranium Corp. Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in Canadian Dollars)

TSX.V: SUU

8. Related Party Transactions (continued)

Key management compensation is as follows:

	For the years ended July 31,
	2024	2023
	$	$
Exploration and evaluation expenses	151,838	45,994
Consulting fees	745,888	955,219
Directors’ fees	77,340	-
Share-based compensation	1,148,970	789,169

As at July 31, 2024, included in due to related parties is $182,423 (2023 -$ 26,985) for fees, reimbursable corporate expenses, and accrued interest on the convertible note. Amounts are unsecured, non-interest bearing and due on demand.

Related party loans

On January 19, 2022, the Company received a $500,000 loan from a private company owned by the CEO which closed as a convertible note on February 2, 2022 (Note 5) with a maturity date of January 29, 2024. During the year ended July 31, 2024, the convertible note's maturity date was extended to February 2, 2025 and$ 250,000 (2023 - $nil) of the principal was repaid. As at July 31, 2024, $250,000 (2023 - $500,000) of the principal amount remains outstanding.

Settlement of related party debt

On April 17, 2024, the Company settled $67,500 (2023 -$nil) in outstanding debt from related parties and a former related party through the issuance of 135,000 common shares valued at $47,250 (2023 -$nil). The Company recorded $20,250 (2023 -$nil) as a gain on settlement of related party debt (Note 6).

9. Financial Instruments

a) Fair Value and Classification of Financial Instruments

The Company's financial instruments consist of cash and cash equivalents, other receivable, accounts payable and accrued liabilities, due to related parties, and convertible note. Financial instruments are classified into one of the following categories: FVTPL, FVTOC, or amortized cost.

The carrying values of the Company's financial instruments are classified into the following categories:

Financial Instrument	Category	July 31, 2024	July 31, 2023
		$	$
Cash and cash equivalents	FVTPL	1,967,793	1,728,189
Other receivable	Amortized cost	88,480	-
Accounts payable and accrued liabilities	Amortized cost	89,612	116,202
Due to related parties	Amortized cost	182,423	26,985
Convertible note	Amortized cost	239,559	472,062

Strathmore Plus Uranium Corp. Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in Canadian Dollars)

TSX.V: SUU

9. Financial Instruments (continued)

IFRS 7, Financial Instruments: Disclosures, establishes a fair value hierarchy that reflects the significance of the 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).

Cash and cash equivalents is carried at fair value using a Level 1 fair value measurement. The fair value of the current liabilities approximates their carrying value due to their short-term maturity.

b) Management of Risks Arising from Financial Instruments

The Company is exposed to various types of market risks including, but not limited to:

(i) Credit Risk – Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to fulfill its contractual obligations. The Company’s credit risk is associated primarily with its cash and cash equivalents. The credit risk is minimized by placing its cash with a major financial institution.

(ii) Liquidity Risk – Liquidity risk is the risk that the Company will not be able to meet its financial obligations when they become due. To mitigate this risk, the Company has a planning and budgeting process in place to determine the funds required to support its ongoing operations and capital expenditures. The Company ensures that sufficient funds are raised from private placements to meet its operating requirements, after taking into account existing cash and anticipated exercise of share purchase options and warrants. The Company’s cash and cash equivalents is held in business accounts which are available on demand for the Company’s programs. Accounts payable and amounts due to related parties and the convertible note are due within 12 months of the date on the statements of financial position.

(iii) Interest Rate Risk – Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. If interest rates decrease, the Company will generate less interest revenue or will incur a higher interest expense. The Company’s convertible debenture with a related party (Note 5 and 8) accrue interest at fixed rate; therefore, the Company is not exposed to interest rate risk on these instruments.

(iv) Foreign Exchange Rate Risk – The Company operates in Canada and is exposed to low foreign exchange risk as the Company does not hold any foreign currency. Foreign exchange risk would arise from purchase transactions as well as financial assets and liabilities denominated in the foreign currency. As at July 31, 2024, a 10% fluctuation in the foreign exchange rate of the United States dollar against the Canadian dollar would expose the Company to a positive or negative impact on its comprehensive loss of approximately $35,000.

10. Contingencies

During the year ended July 31, 2021, the Company filed a claim against Realgold Resources Corp. (“Realgold”) for wrongful termination of the amalgamation agreement. In response, Realgold filed a counterclaim alleging that the failure to complete the amalgamation transaction was caused by the conduct of the Company. As at July, 2024, the litigation has not progressed and no further communication has been received by the Company. It is too early at this stage in the proceeding to assess the strengths of the Realgold claim or the Company’s defenses to the claim. No amount in this regard has been recorded in the consolidated financial statements.

Strathmore Plus Uranium Corp.

Notes to the Consolidated Financial Statements

For the Years Ended July 31, 2024 and 2023

(Expressed in Canadian Dollars)

TSX.V: SUU

11. Segmented Information

The Company operates in one business segment: the acquisition, exploration and development of the projects located in the State of Wyoming, USA.

12. Deferred Income Taxes

The Company's effective tax rate differs from the amounts computed by applying the combined federal and provincial income tax rate of $27\%$ (2023 - 27%) for the following reasons:

	2024		2023
Loss before income taxes	$	(3,720,359)	$ (3,928,639)
Statutory tax rate		27%	27%
Expected income tax recovery at statutory rates	$	(1,004,000)	$ (1,061,000)
Adjustments to recovery based on:
Permanent difference		463,000	248,000
Share issuance cost		(70,000)	(12,000)
Adjustments to prior years provision		-	655,000
Change in unrecognized tax assets		581,000	170,000
Change in statutory, foreign tax, foreign exchange rates and other		30,000	-
Provision for income tax expense	$	-	$ -

Deferred tax assets have not been recognized as at July 31, 2024 and 2023 in respect of the following items:

	2024		2023
Allowable capital loss	$	2,534,000	$ 2,534,000
Convertible loan		3,000	8,000
Non-capital losses		3,984,000	3,448,000
Share issuance costs		64,000	14,000
Exploration and evaluation asset		84,000	84,000
	$	6,669,000	$ 6,088,000

The Company has non-capital losses which may be applied to reduce future taxable income. At July 31, 2024, the most recently completed fiscal and tax year-end, the Company had approximately $14,756,000 (2023 -$ 12,772,000) of non-capital loss carry forwards available to reduce taxable income for future years. The non-capital losses expire from 2026 to 2044.

Strathmore Plus Uranium Corp. Notes to the Consolidated Financial Statements For the Years Ended July 31, 2024 and 2023 (Expressed in Canadian Dollars)

TSX.V: SUU

13. Supplemental Disclosure with Respect to Cash Flows

	July 31, 2024	July 31, 2023
	$	$
Cash	1,893,163	1,653,559
Cash equivalents	74,630	74,630
	1,967,793	1,728,189

There were no cash payments for income taxes during the years ended July 31, 2024 and 2023. During the year ended July 31, 2024, the Company received $121,594 (2023 - $43,743) in interest income.

Significant non-cash transactions for the year ended July 31, 2024 included:

a) The Company issued 300,624 finder fee warrants valued at $81,193 to brokers in connection with completed private placements during the fiscal year end.
b) Reallocation of $725,214 out of the total the proceeds received for the private placements to reserves as the value of the warrants issued in connection with the private placements.
c) Reallocation of $135,664 of exercised warrants and options from reserves to share capital.
d) Reallocation of $14,000 of redeemed RSUs from reserves to share capital.
e) The Company issued 190,000 common shares valued at $66,500 to settle outstanding accounts payable valued at $95,000.

Significant non-cash transactions for the year ended July 31, 2023 included:

a) The Company issued 750,000 common shares valued at $210,000 pursuant to the share purchase agreement for the acquisition of Wyoming Uranium LLC (Note 4).
b) The Company issued 500,000 common shares valued at $145,000 to settle the obligation to issue shares.
c) Reallocation of $951,012 out of the total the proceeds received for the private placements to reserves as the value of the warrants issued in connection with the private placements.
d) Reallocation of $611,424 of exercised warrants and options from reserves to share capital.
e) Reallocation of $14,500 of redeemed RSUs from reserves to share capital.
f) The change in the equity portion of the convertible note of $1,617 due to the modification of terms.

14. Subsequent Events

Subsequent to July 31, 2024, the following occurred:

a) On October 6, 2024, the Company received approval from the Wyoming Department of Environmental Quality to drill for the Beaver Rim project. A reclamation bond of US$58,300 was paid in relation to the Beaver Rim project
b) The Company extended the expiry date of 2,379,360 warrants with an exercise price of $0.40 per share to October 27, 2025, from October 27, 2024. All other terms remain the same.
c) There were subsequent exercise of 143,334 RSUs with a fair value of $80,267.

AI assistant

Strathmore Plus Uranium Corp. — Audit Report / Information 2024

46271_rns_2024-11-29_06d720c1-e030-4c54-899d-7a6d3bb8ce1d.pdf

INDEPENDENT AUDITOR'S REPORT

Opinion

Basis for Opinion

Material Uncertainty Related to Going Concern

Key Audit Matters

Share Capital and Other Capital Reserves

Other Information

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

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

1. Nature of Operations and Going Concern

2. Basis of Presentation

Statement of compliance

Functional and presentation currency

2. Basis of Presentation (continued)

Basis of consolidation

3. Material Accounting Policy Information

a) Cash and Cash Equivalents

b) Related Parties

c) Mineral Property Interests

i) Exploration and Evaluation

ii) Development

3. Material Accounting Policy Information (continued)

3. Material Accounting Policy Information (continued)

e) Reclamation Provisions

f) Income Taxes

g) Share Capital and Warrants

3. Material Accounting Policy Information (continued)

h) Loss Per Share

i) Share-Based Payments

j) Foreign Currencies Transactions

3. Material Accounting Policy Information (continued)

k) Convertible Debt

l) Financial Instruments

Financial Assets

i) Classification

ii) Measurement

3. Material Accounting Policy Information (continued)

1) Financial Instruments (continued)

Financial Liabilities

Impairment

3. Material Accounting Policy Information (continued)

m) Critical Accounting Judgments and Estimates

Significant accounting estimates

Significant accounting judgments

3. Material Accounting Policy Information (continued)

4. Exploration and Evaluation Assets

Night Owl Project, Wyoming, USA

4. Exploration and Evaluation Assets (continued)

Night Owl Project, Wyoming, USA (continued)

Agate Project, Wyoming, USA

Gas Hills – Beaver Rim Project, Wyoming, USA

5. Convertible Note

5. Convertible Note (continued)

6. Share Capital

6. Share Capital (continued)

During the year ended July 31, 2023

6. Share Capital (continued)

6. Share Capital (continued)

6. Share Capital (continued)

6. Share Capital (continued)

iii. Restricted Stock Units

6. Share Capital (continued)

7. Capital Management

8. Related Party Transactions

8. Related Party Transactions (continued)

Related party loans

Settlement of related party debt

9. Financial Instruments

9. Financial Instruments (continued)

b) Management of Risks Arising from Financial Instruments

10. Contingencies

11. Segmented Information

12. Deferred Income Taxes

13. Supplemental Disclosure with Respect to Cash Flows

14. Subsequent Events

More from Strathmore Plus Uranium Corp.

Strathmore Plus Uranium Corp. Audit Report / Information 2024