Surface Metals Inc. — Management Reports 2026

Jan 23, 2026

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SURFACE METALS INC.

(Formerly ACME LITHIUM INC.)

Management Discussion and Analysis

As at and for the Years Ended September 30, 2025 and 2024

This report is dated January 20, 2026 (the "Report Date")

318 – 1199 W Pender Street, Vancouver BC V6E 2R1 Canada

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INTRODUCTION

This Management's Discussion and Analysis ("MD&A") is intended to assist in the understanding of the trends and significant changes in the financial condition and results of operations of Surface Metals Inc. (Formerly ACME Lithium Inc.) ("Surface" or the "Company") for the year ended September 30, 2025. This MD&A should be read in conjunction with the Audited consolidated financial statement for the Fiscal year ended September 30, 2025, (the "Financial Statements") and the notes related thereto which have been prepared in accordance with IFRS Accounting Standards ("IFRS"). certain notes to the Financial Statements are specifically referred to in this MD&A and such notes are incorporated by reference herein. The MD&A has been prepared effective January 20, 2026. All monies are expressed in Canadian dollars unless otherwise indicated. The Company is a reporting issuer in the Province of British Columbia, Alberta and Ontario. All public filings for the Company can be found on the SEDARPLUS website www.sedarplus.ca.

FORWARD-LOOKING STATEMENTS

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by the forward-looking statements. These forward-looking statements are based on, but not limited to, material assumptions including: the raising of additional capital, carrying out work programs on the Company's mineral properties; the ability of the Company to successfully make acquisitions of other mineral property interests; a sufficiently stable and healthy global economic environment; and other expectations, intentions and plans contained in this MD&A that are not historical fact. Surface's project location adjacent to or nearby lithium projects does not guarantee exploration success or that mineral resources or reserves will be defined on Surface's properties. When used in this MD&A, the words "plan," "expect," "believe," and similar expressions generally identify forward looking statements. These statements reflect current expectations. They are subject to a number of risks and uncertainties, including, but not limited to, changes in general market conditions. In light of the many risks and uncertainties, readers should understand that the Company cannot offer assurance that the forward-looking statements contained in this analysis will be realized. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forward-looking statements considering the risks as set forth below.

CORPORATE OVERVIEW AND DESCRIPTION OF BUSINESS

The Company was incorporated under the provisions of the Business Corporations Act of British Columbia on January 31, 2017. On November 23, 2020, the Company changed its name from Hapuna Ventures Inc. to ACME Lithium Inc. and changed its principal business from technology to a mineral exploration company. On April 28, 2025, the Company changed its name from ACME Lithium Inc. to Surface Metals Inc. to include other metals in its portfolio in addition to lithium.

The Company's corporate office is located at 318 – 1199 W Pender Street, Vancouver, British Columbia, V6E 2R1 Canada and its registered and records office address is at 2900-733 Seymour St. Vancouver, British Columbia V6B 0S6, Canada. The Company's common shares are traded on the Canadian Securities Exchange ("CSE") under the symbol "SUR", on the OTCQB Venture Market ("OTCQB") under the symbol "SURMF".

The Company is a mineral exploration company engaged in the acquisition, exploration and evaluation of natural resource properties located in the state of Nevada, USA, and Manitoba, Canada. To date, no mineral development projects have been completed, and no commercial development or production has commenced.

The Company has not yet determined whether the properties are economically viable. Recoverability is dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete the development of and future profitable production from the properties or realizing proceeds from their disposition and permitting from government authorities.

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During the year ended September 30, 2025, the Company consolidated the issued share capital on the basis of three (3) old common shares for one (1) new common share ("the Consolidation"). Outstanding stock options and warrants were adjusted by the Consolidation ratio. All common shares and per common share amounts in these Financial Statements have been retroactively restated to reflect the Consolidation.

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MINERAL PROPERTY INTERESTS

Unless otherwise indicated, the Company has prepared the technical content in this MD&A based on information contained in the disclosure documents available under the Company's profile on SEDARPLUS at www.sedarplus.ca. These disclosure documents were prepared by or under the supervision of a "qualified persons" as defined in National Instrument ("NI") 43-101 - Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators.

All Nevada mineral properties technical aspects for this MD&A report have been reviewed and approved by William Feyerabend, Certified Professional Geologist, a Qualified Person under NI 43-101. All Manitoba mineral properties technical aspects for this MD&A report have been reviewed and approved by Dane Bridge, Certified Professional Geologist, a Qualified Person under NI 43-101.

As at September 30, 2025, the Company's exploration and evaluation expenditures as follows:

	Clayton Valley, Nevada \$	Fish Lake Valley, Nevada \$	Euclid Lake Property, Manitoba \$	Shatford Lake Property, Manitoba \$	Birse Lake, Manitoba \$	Cimarron Property, Nevada \$	Total \$
Acquisition costs
Balance, September 30, 2024	1,995,725	313,066	36,000	84,000	20,000	-	2,448,791
Additions – cash	69,653	-	-	-	-	178,041	247,694
Additions – common shares	70,000	-	-	-	-	15,000	85,000
Foreign currency translation	62,052	10,007	-	-	-	-	72,059
Balance, September 30, 2025	2,197,430	323,073	36,000	84,000	20,000	193,041	2,853,544
Exploration and evaluation costs
Balance, September 30, 2024	5,639,230	378,787	398,513	3,554,495	74,280	-	10,045,305
Recovery on mineral property	-	(94,451)	(24,324)	(85,135)	(40,541)	-	(244,451)
Adjusted Balance, September 30, 2024
	5,639,230	284,336	374,189	3,469,360	33,739	-	9,800,854
Geological surveys	35,143	12,743	-	-	-	18,798	66,684
Claim maintenance fees	33,680	24,407	-	-	-	9,988	68,075
Foreign currency translation	180,260	9,089	-	-	-	-	189,349
Balance, September 30, 2025	5,888,313	330,575	374,189	3,469,360	33,739	28,786	10,124,962
Recovery on mineral property	-	-	(15,316)	(132,678)	(2,006)	-	(150,000)
Reclassification of assets held for	-	-	(66,369)	(574,936)	(8,695)	-	(650,000)
distribution
Write-off of mineral properties	-	-	(328,504)	(2,845,746)	(43,038)	-	(3,217,288)
Total, September 30, 2025	8,085,743	653,648	-	-	-	221,827	8,961,218

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CURRENT AND ACTIVE MINERAL PROJECTS:

CLAYTON VALLEY PROPERTY, NEVADA

The Company holds an option to acquire a 100% interest in 119 placer claims covering approximately 2,230 acres in Clayton Valley, Nevada. Work completed to date includes geophysical surveys, Phase 1 and Phase 2 drilling, and hydrological testing. Results confirm the presence of lithium-bearing brines within the Lower Gravel Unit aquifer, with lithium concentrations up to 130 mg/L. An independent hydrological evaluation, supported by drill data, resulted in an inferred lithium carbonate equivalent resource estimate of approximately 302,900 metric tons (National Instrument 43-101 technical report, March 2024). The Clayton Valley project remains the Company's flagship lithium brine asset.

On May 12, 2021, the Company entered into an option agreement with GeoXplor Corp ("Vendor" or "Operator") to acquire a 100% interest in the 64 claims comprising the CC, CCP and SX placer lithium claims (the "Project Claims"), located in Clayton Valley, Esmeralda County, Nevada.

Under the terms of the agreement, the Company needs to undertake the following commitments to exercise its option:

	Cash Payment	Common Shares*	Exploration expenditures
	\$ (in USD)	#	\$ (in USD)
On the Approval Date March 2, 2021 (paid and issued)	78,500	250,000	-
On or before March 2, 2022 (paid, issued and incurred)	50,000	250,000	250,000
On or before March 2, 2023 (paid, issued and incurred)	50,000	250,000	500,000
On or before March 2, 2024 (paid, issued and incurred)	50,000	333,333	1,000,000
On or before March 2, 2025 (paid, issued and incurred)	50,000	666,667	1,000,000
Total	278,500	1,750,000	2,750,000

In addition to the cash payments, share issuances and expenditures, the Company shall:

• (a) on or before the 5th anniversary of the Effective Date (the "Initial Term"), prepare and deliver to the Vendor a "Pre-Feasibility Study" (as defined in the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by the Canadian Institute of Mining, Metallurgy and Petroleum Council) in respect of the Property.
• (b) upon delivery of a Pre-Feasibility Study in accordance with paragraph 3.2(a), the Company shall, at the sole election of the Vendor, (i) pay the Vendor US\$1,000,000, or (ii) issue to the Vendor such number of common shares of the Company having a fair market value of US\$1,000,000 determined as at the date of delivery of the Pre-Feasibility Study, or (iii) pay and issue a combination of cash and common shares as specified by the Vendor; and
• (c) in the event the Company has not identified inferred resources of at least 300,000 tons of lithium carbonate equivalent (LCE) by the end of the Initial Term, the Company shall have the right, by giving written notice to that effect to the Vendor, to extend the Initial Term (and thus the date for preparation and delivery of the Pre-Feasibility Study) for up to an additional 2 years. If the Company extends the Initial Term by 1 year the Company shall issue an additional 1,000,000 common shares to the Vendor on the 5th anniversary of the Effective Date, and if the Company extends the Initial Term by 2 years the Company shall also issue an additional 1,000,000 common shares to the Optionor on the 6th anniversary of the Effective Date unless the Optionee has terminated this Letter of Intent or abandoned the Option prior to the 6th anniversary of the Effective Date.

As additional consideration, but not forming part of the Option exercise price, upon a decision to commence commercial production from the Property being made by the Company, the Company shall either, at the sole election of the Vendor, (i) pay the Vendor US\$1,000,000, or (ii) issue to the Vendor such number of common shares of the Company having a fair market value of US\$1,000,000 determined as at the date of public announcement of the decision to commence commercial production.

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The property is subject to a 3.0% gross overriding royalty ("GOR"). The Company has the right to buy back onehalf of the GOR for USD \$1,500,000 for a period of 3 years following the commencement of commercial production. In connection with the option agreement entered with the arm's length party, the Company is required to pay an advance royalty payment of USD \$200,000 on the 5th anniversary of the effective date of the agreement, and continuing each annual anniversary date thereafter, until the property is in production. The cash advances will be credited against future royalty payments due.

On June 9, 2021, the Company acquired by staking the 58 new claims ("JR claims") encompassing approximately 1,160 acres contiguous to the Company's Project Claims located in Clayton Valley, Esmeralda County, Nevada and are contiguous as well to the northwest with the only lithium brine production operation in North America, NYSE listed Albemarle's Silver Peak Lithium mine, which has been in production since 1966.

On August 10, 2021, the Company commenced Phase 1 of a two-phase geophysical survey program at ACME US's Clayton Valley project in Nevada which entailed a gravity survey The results have been used to prioritize drill locations to test for lithium concentrations within brines. The lithium source material and transport mechanisms for the Project Claim area are present and could be similar to those that have supplied Clayton Valley lithium-bearing brines and may be conducive to increased lithium-bearing brine concentrations.

On November 10, 2021, the Company completed Phase 2 of the Hasbrouck Geophysics survey program at Clayton Valley, Nevada.

On December 20, 2021, the Company filed Notice of Intent (NOI) with the Bureau of Land Management (BLM) to cover up to a three-hole drill program up to a depth of 500 meters focused on prospective lithium-brine targets as defined by the recent geophysical work. On February 7, 2022, the Company received a letter of approval under a "NOI to drill" from the BLM, Tonopah field office Nevada, for ACME's drill program at its Clayton Valley lithium brine project. The NOI covers a multi-hole drill program up to a depth of 500 meters and focuses on the most prospective lithium brine targets as defined by recent geophysical work, in addition to drill road access and site preparation. On January 24, 2022, a \$30,561 (US\$24,197) bond was accepted and implemented with the BLM to cover reclamation of up to 3.55 acres of permitted disturbance.

In June 2022, the Company commenced a Phase 1 drill program at its Clayton Valley lithium brine project. Phase 1 consists of the advancement of an HQ core hole up to 500 meters at location DH-1 to assess lithology, permeability features, clay, sand and gravel content, and lithium brine potential.

On July 1, 2022, the Company assigned 100% rights, title, interest in Clayton Valley Property, Nevada and FLV Property, Nevada to its wholly owned subsidiary ACME Lithium US Inc. (ACME US") for a gross consideration of \$1.

In August 2022, the Company received sample results, from DH-1 hole. DH-1 was drilled to a total depth of 1,400 feet (427 meters) below ground surface and intersected multiple productive horizons including the targeted basal gravel aquifer at an approximate depth of 1,250 feet (381 meters) below ground surface (bgs). Samples of brine were taken from DH-1 at various intervals and were sent to an independent lab and analyzed for lithium and other elements typical of lithium enriched brine systems. Target sampling zones and depths were based on the results of the geophysical surveys, interpretations of the drilled lithology, and field observations including fluid conductivity and salt precipitation on the exposed core. The following provides a summary and preliminary assessment of the laboratory analytical results and lithium assays from DH-1:

Lithium Concentrations Across Test Intervals

Hole Depth (Feet)	No. of Samples Collected	Average Lithium Concentration (mg/L)	Unit	Unit Description
195' to 479'	5	41.4	LCU	Lower Clastic Unit
				Transition Between Lower Gravel
479' to 1180'	15	62.5	LGU/LCU	Unit and Lower Clastic Unit
1180' to 1250'	2	110.0	CAU	Lacustrine Tuff
				Transition Between Lower Clastic
1250' to 1400'	3	126.6	LCU/LGU	Unit and Lower Gravel Unit

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Prospective basin sediments have been encountered and delineated as highly probable for aquifer units based on permeability features, lithology and color. The core is consistent with the known basin stratigraphy. Most notably, an upper volcanic ash unit was encountered from 181 feet to 195 feet which is consistent with the depth and composition of the Main Ash Unit (MAU) in Clayton Valley. Multiple permeability features consisting of coarse sands and gravels, and sand and gravel with weak clay matrix were encountered from approximately 479 feet to 1400 feet TD. From the logged core, these permeability features increased in frequency and in depth below the silt and clay-dominated stratigraphy higher in the hole above 479 feet. A second ash layer or lacustrine tuff was encountered from 1,180 to 1,250 feet which also exhibits characteristics of a potential lithium-bearing aquifer deeper in the depositional sequence in Clayton Valley.

These samples were sent to an independent lab to be analyzed for lithium, boron and other minerals typical of lithium-enriched brine systems. The Company's significant new lithium discovery-initiated Phase 2 planning and procurement of an expanded drilling and pump test program.

On November 7, 2022, ACME US received a Decision Letter of approval under an amended "NOI to Drill" from the BLM, Tonopah field office Nevada, for ACME US's upcoming Phase 2 drill. The Phase 2 drill program and NOI covers a large diameter test well (TW-1) for completion of brine aquifer permeability testing and sampling and also includes up to three (3) new exploration holes DH-1A, DH-2, and DH-3 with objectives to examine deeper horizons through zonal isolated testing, assess stratigraphy, and the potential for continuity between the stratigraphic units encountered in DH-1.

On November 24, 2022, ACME US received notice from its Operator that it has received approval for three Dissolved Mineral Resource Exploration (DMRE) Borehole Permits submitted to the Nevada Division of Minerals (NDOM), in addition to the already approved NOI permit to drill with the BLM. Harris Drilling Exploration and Associates Inc. was contracted to provide drilling services and related activities in addition to road and drill pad preparations by ACME US, as well as expanding the onsite facilities to accommodate core logging and brine storage in anticipation of the December Phase 2 drill program. The previous bond put in place with the BLM has been increased to USD\$63,144 to cover additional reclamation of up to 2.2 acres of permitted disturbance.

In January to April 2023, DH-1A drilling was completed at its Clayton Valley lithium brine project. The DH-1A drilling successfully reached a total depth of 1940 feet or 591 meters as part of a Phase 2 drill program. Prospective basin sediments have been encountered deep in DH-1A and delineated with high probability to exhibit characteristics of the Lower Gravel Unit (LGU) in Clayton Valley. The LGU is a permeable, lithium brine enriched, gravel aquifer, overlying bedrock throughout most of Clayton Valley. The core is consistent with the known basin stratigraphy.

Completion of DH-1A increased the depth of the lower gravel unit from approximately 1250 to 1820 feet below ground surface (bgs). The underlying bedrock was drilled to a depth of 1940 feet bgs and a zone isolated brine sample was collected using a down-hole Ardvark™ packer system from approximately 1880 to 1840 feet bgs. The following presents some of the key highlights of DH-1A.

• a) DH-1A reached bedrock, extending the depth of the lower gravel unit to approximately 1,820 feet bgs.
• b) Zone testing in bedrock indicated brines extend into the bedrock with lithium concentration up to 130 mg/L in the Lower Gravel Unit (LGU).
• c) Downhole geophysical logs were completed in DH-1A to include a nuclear magnetic resonance (NMR) log which provides indications of potential fluid volume, mobile, or capillary bound waters, and estimates of hydraulic conductivity throughout the entire borehole.
• d) DH-1A was completed with grouted-in Vibrating Wire Piezometers (VWP) to monitor long-term changes in water levels at the surface project. The VWP has been used to monitor response from the TW-1 pumping test.

In April to June 2023, ACME US completed Dissolved Mineral Resource Exploration (DMRE) test well TW-1 as part of the Phase 2 drill program. The results indicate a total lithium concentration of 110 mg/L was present in fluids airlifted from approximately 496 feet of perforated casing crossing the Lower Gravel Unit (LGU). The adjacent operator's property, contiguous to Surface's project area, has a reported cutoff grade of 50 mg/l.

The LGU extends from approximately 1250 to 1820 feet below ground surface (bgs) at the test well location. The perforated casing of TW-1 captures just under 500 feet of the LGU which is a targeted higher concentration lithium brine aquifer. The well was developed using airlifting to remove latent drilling fluids from the wellbore. Water

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quality parameters including total dissolved solids, electrical conductivity, temperature, and pH values were recorded in the field by direct measurement with a Myron L Company Ultrameter II 6PFC water meter. A water quality sample was collected near the end of the well development activity when field parameters had stabilized in accordance with accepted practices.

As announced in August 2022, the LGU presented some of the highest lithium values, up to 130 mg/L in brine samples collected in ACME US's Phase 1 drill program which was completed in July 2022. The LGU presents a deep, laterally expansive aquifer, which overlies bedrock throughout a significant portion of Clayton Valley.

The sample result provides a preliminary indication of the composite concentration of lithium in the brines across the LGU at the TW-1 location. Brine samples collected from DH-1 and DH-1A show strong potential stratification of waters in multiple aquifers down to the contact with bedrock. The preliminary data provides further evidence that some of the highest concentrations of lithium are contained in the LGU at the TW-1 drill location. The laboratory analysis of the airlift development fluid further validates previous evidence of a lithium brine deposit contained in the LGU and as indicated by other operators to be a potential production aquifer within Clayton Valley. Lithium analysis from the sample collected was completed by Western Environmental Testing Laboratory in Sparks, Nevada using ICPMS-EPA approved methods.

On August 17, 2023, ACME US completed a 10-day pumping test at test well TW-1 at its Clayton Valley Nevada lithium brine project. The well is the only permitted deep well known to currently exist in the northern portion of Clayton Valley. Data generated from the pumping test will be used to assess hydraulic properties, brine chemistry of the Lower Gravel Unit (LGU) aquifer and to examine the potential concentration and extractability of economic lithium brine in the LGU. Brine samples from the pumping test discharge have been submitted to multiple laboratories for chemical analysis and potential bench-scale testing for Direct Lithium Extraction (DLE) and processing.

On February 6, 2024, ACME US received the exploration summary and hydrological evaluation report from Reno, Nevada based Confluence Water Resources LLC ("Confluence") for ACME US's Phase 1 and Phase 2 programs at its Clayton Valley lithium brine project in Esmeralda County, Nevada of which resulted in an estimated inferred lithium carbonate equivalent (LCE) resource of approximately 302,900 metric tons (units rounded) over a 40-year extraction period. The estimate is based on an assessment of potential extractable brine volume which could be pumped from the Project over time. The estimate of inferred elemental lithium is approximately 56,902 metric tons (units rounded). A factor of 5.323 was assigned to convert elemental lithium to LCE based on industry wide common conversion factors. The inferred resource estimate is based on geophysical surveys completed over approximately 55% of the Project's 119 unpatented placer mining claims and the results from testing in three drill holes.

On March 13, 2024, ACME US received National Instrument 43-101 technical report confirming an exploration summary and hydrological evaluation report.

At Clayton Valley, a few optioned and held claims within our project area have been over-staked by neighbouring Albermarle Corporation. Albermarle is seeking approval from the BLM to amend its Plan of Operations such that it may overlap or encroach upon a small portion of the claims rightfully held by Surface Metals. We are requesting additional information from the BLM and Albermarle to better understand how this potential amended Plan of Operations might affect our project area

As at September 30, 2025, the Clayton Valley project has a carrying value of \$8,085,743 (September 30, 2024 – \$7,634,955) which includes \$5,888,313 (September 30, 2024 – \$5,639,230) in exploration expenditures.

FISH LAKE VALLEY (FLV) PROPERTY, NEVADA

The Company holds 207 lode mining claims covering approximately 4,002 acres in Fish Lake Valley, Nevada. Exploration work has included gravity and HSAMT surveys, geological sampling, and application of synthetic aperture radar (SAR) technology. Surface sampling has returned lithium values up to 1,418 ppm. Although a property option was entered into with a third party in 2024, this agreement was terminated later that year.

On November 9, 2020, the Company entered into a mineral property purchase and sale agreement (the "FLV agreement") with an arm's length party whereby it acquired 81 lode mining claims located in Esmeralda County, Nevada, USA totaling approximately 1,620 acres. Under the terms of the FLV agreement, the vendor's right, title and interest in the FLV claims was purchased by paying consideration of \$50,000 (paid) and by issuing 33,333

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common shares (issued) to the arm's length party.

On October 9, 2021, the Company staked 63 new claims encompassing approximately 1,300 acres contiguous to the Company's FLV property located in Fish Lake Valley, Esmeralda County, Nevada (the "FLV new claims") by paying \$34,982 (USD\$28,047).

On March 15, 2023, ACME US staked 63 new claims (FLV-3) by paying \$38,820 (USD\$28,713). Together the FLV property and the FLV new claims (collectively, the FLV claim group) encompass 207 lode mining claims totaling approximately 4,002 acres, in Esmeralda County, Nevada.

The FLV property neighbors Australia-based Ioneer Ltd's Rhyollite Ridge Lithium-Boron advanced development project to the east. The Rhyolite Ridge Project has 2023 resources of 360 million metric tons at 1,750 ppm lithium and 6,850 ppm boron hosted in volcanic tuffs filling an elongate graben or rift valley. On July 31, 2022, Ioneer Ltd. announced a binding battery joint venture with Toyota Motor Corp and Panasonic Corp to buy lithium from Ioneer Ltd's Rhyolite Ridge mining project and use the metal to build electric vehicle batteries in the United States. Ioneer Ltd. aims to produce about 21,000 tonnes of lithium in Nevada annually starting in 2025. It signed a supply deal with Ford Motor Co in mid-July and last year with South Korea's Ecopro Co. ACME US's project location adjacent to or nearby lithium projects does not guarantee exploration success or that mineral resources or reserves will be defined on ACME US's properties. Exploration, development, and activities conducted by regional companies provide technical indications, assistance and additional data for the exploration work being completed by ACME US.

Further analysis was intended to assist with drill hole targeting and access routes for potential drill sites. Results from this field work were received in January 2023. This geological field review and sampling program at the FLV claim group have resulted in surface lithium values with up to 1,325 ppm lithium. This study confirms historical and new lithium occurrences on the FLV claim group and that there are structures and certain beds enriched in lithium. Those mineralized beds may form continuous horizons below barren arroyo gravels.

In October 2022, ACME US commenced a Geophysical Program at FLV and received the geophysics report targeting lithium clay mineralization at Fish Lake Valley after completing gravity and Hybrid-Source Audio-Magnetotellurics (HSAMT) surveys in November 2022. The gravity survey indicates the presence of a downdropped basin with interpreted clay sediments potentially targeting stratigraphy to the illite-smectite units identified in the nearby Rhyolite Ridge lithium deposit.

In January 2023, ACME US signed a teaming agreement with ASTERRA, an Israel-based technology company to utilize Synthetic Aperture Radar (SAR) data analytics, patented algorithms, and artificial intelligence (AI) to identify lithium specific targets. ACME US is the first in the United States to use ASTERRA's technology. ASTERRA's complex AI and machine learning algorithms extract the signal of lithium concentration from satellite based PolSAR data and can potentially pinpoint locations containing various grades of lithium. This technology could give ACME US a way to find targeted locations of lithium, while potentially reducing exploration time and costs. As a pilot project, identification of the recent geological field high grade lithium target results utilized ASTERRA's satellitebased technology. The use of ASTERRA's technology produced approximately double the likely locations of lithium above 100 parts per million (ppm) over traditional methods of geochemistry exploration. These values were located at coordinates pinpointed by ASTERRA's satellite technology, with the results confirmed by an independent lab.

In February to March 2023, ACME US completed phase 2 geochemistry sampling program to develop further knowledge of lithium occurrences at FLV claim group. ACME US reported its phase 2 geological field review and sampling program has resulted in numerous new occurrences of lithium values exceeding 1200 ppm lithium with the highest surface value to date at 1418 ppm lithium. Boron anomalies up to 1964 ppm occur with and adjacent to surface lithium anomalies. Drilling has been recommended to determine the relationship between the different interpreted concentrations of clay sediments and the presence of lithium.

On February 6, 2023, ACME US entered into a Letter of Intent (the "LOI Agreement") with an arm's length party whereby the Purchaser could acquire up to 100% of the FLV mining claims. The Company received \$27,040 (USD \$20,000) as part of the LOI Agreement. On March 20, 2023, ACME US received a termination notice from the arm's length party with regards to the LOI Agreement.

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On March 9, 2023, ACME US granted a gross overriding royalty of 0.5% on all products mined, produced or otherwise recovered from the FLV property to a third party in accordance with a Master Teaming Agreement entered into during the prior year.

On January 12, 2024, ACME US entered into a property option agreement (the "Option Agreement") with an arm's length third party (the "Optionee"), whereby, ACME US granted the sole and exclusive option to the Optionee to acquire all of the rights, title and interest in and to the FLV Property.

Under the Option Agreement, the Optionee was required to meet certain cash, share and expenditure requirements over a two-to-three-year period. As at September 30, 2024, ACME US has received an aggregate of \$94,451 (USD \$70,000) towards the Option Agreement, which was recorded as a recovery on the mineral property (2024 – \$27,040). On December 13, 2024, the Option Agreement was terminated by the Optionee.

As at September 30, 2025, the FLV claim group has a carrying value of \$653,648 (September 30, 2024 – \$597,402) which includes \$330,575 (September 30, 2024 – \$284,336) in exploration expenditures.

CIMARRON PROERTY, NEVADA

On April 9, 2025, the Company acquired a 90% interest in the Cimarron Gold Project located in the San Antonio Mountains of Nye County, Nevada, from Crestview Exploration Inc. The project consists of 31 unpatented lode mining claims and is recognized as a shallow oxide gold system with historical drilling that returned encouraging gold values. The Cimarron property remains underexplored and provides the Company with exposure to a precious metals project alongside its lithium portfolio.

The Company's commitments in relation to the Cimarron agreement are summarized below:

	Cash Payment	Common Shares
	\$ (in USD)	#
On or before April 15, 2025 (paid)	89,000	-
On closing date of the agreement (April 9, 2025) (paid and issued)	35,000	166,667
Within six months of closing date (October 9, 2025) (paid and issued)	25,000	166,667
Total	149,000	333,334

As at September 30, 2025, the Cimarron claims has a carrying value of \$221,827 (September 30, 2024 – \$Nil).

Subsequent to the year ended September 30, 2025, the Company completed a comprehensive historical drill database compilation and review for its Cimarron Gold Project. The study confirms substantial exploration upside, with multiple mineralized zones remaining open along strike and at depth. The validated and digitized database includes 234 historical drill holes totaling approximately 18,066 metres. Nearly 30% of these primarily shallow holes terminate within mineralization, underscoring the potential for expansion through deeper drilling. Significant intercepts include 32.01 metres grading 2.23 g/t Au and 56.39 metres grading 0.52 g/t Au, outside the boundaries of the approximately 50,000 Oz gold resource estimate (*Non NI 43-101 compliant, Budge Mining Ltd., 1987). The limited drilling also shows the gold system is open directionally along strike, with indications that the 3 main isolated zones merge at depth.

SHATFORD LAKE, CAT-EUCLID LAKE AND BIRSE LAKE PROPERTIES

During the year ended September 30, 2025, the Company controlled approximately 17,000 acres in southeastern Manitoba, Canada, covering prospective lithium pegmatite-bearing ground. Drilling completed in 2023 intersected multiple pegmatites, confirming anomalous lithium, tin, and tantalum geochemistry. In January 2024, the Company entered into an option agreement with Snow Lake Resources Ltd., under which Snow Lake may earn up to a 90% interest in the Manitoba projects through staged cash payments and exploration expenditures. In December 2025, Snow Lake Resources Ltd. Purchased a 100% interest in the property.

On September 9, 2021, the Company entered into a staking agreement to acquire mineral rights in Cat-Euclid and

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Shatford Lake areas of Southeast Manitoba. The Cat-Euclid group has 6 claim blocks and the Shatford group has 21 claim blocks. These claims are subject to a 2% GOR agreement with Lithium Royalty Corporation.

On September 6, 2022, the company announced that it acquired 10 claims totaling 5,196 acres situated near Birse Lake, southeastern Manitoba, Canada. The Birse Lake claim block covers the Birse Lake pluton that has numerous pegmatite occurrences along its periphery. This brings Surface's land holdings in southeastern Manitoba to approximately 17,000 acres or 70 square kilometers.

On January 29, 2024, the Company entered into a property option agreement with Snow Lake Resources LTD. ("Snow Lake") pursuant to which Surface will grant Snow Lake the option to earn up to 90% undivided interest in the mineral claims held by Surface at its Manitoba lithium pegmatite project areas, located at southeastern Manitoba, Canada. To exercise this option, Snow Lake will pay the remaining cash payments of \$500,000 and incurring a total of \$1,800,000 in exploration and development expenditures over the two-year period in accordance with the following schedule:

Date of Completion	Cash Payments	Min. Exploration and Development Expenditures	Earn in
	\$	\$	%
Initial payment (received)	20,000	-	-
Upon execution (received)	130,000	-	-
First year (received, incurred)	150,000	600,000	51
Second year (received)	500,000	1,200,000	90
Total	800,000	1,800,000	90

Subsequent to year end, the third party earned the 90% interest. In addition, it elected to pay an additional \$150,000 to buy-out the final 10% interest in the property. The fair value of the consideration received of \$650,000 subsequent to year end, is less than the carrying value of the property of \$3,867,288, as a result, an impairment charge of \$3,217,289 was recorded through the consolidated statement of loss and comprehensive loss.

SUMMARY OF QUARTERLY RESULTS

	Q4 September 30 2025	Q3 June 30, 2025	Q2 March 31, 2025	Q1 December 31, 2024
	\$	\$	\$	\$
Revenues	-	-	-	-
Expenses	(191,905)	(442,181)	(127,832)	(155,242)
Loss before other comprehensive income	(3,392,354)	(435,740)	(113,149)	(152,230)
Loss and comprehensive gain (loss)	(3,214,677)	(887,283)	(122,713)	384,526
Basic and diluted loss per share	(0.12)	(0.01)	(0.00)	(0.00)
Total assets	10,200,711	13,419,083	13,219,952	13,264,229
Working capital	792,402	390,481	(191,940)	(139,144)
	Q4 September 30, 2024 \$	Q3 June 30, 2024 \$	Q2 March 31, 2024 \$	Q1 December 31, 2023 \$
Revenues	-	-	-	-
Expenses	(181,378)	(196,005)	(227,686)	(272,471)
Loss before other comprehensive income	(178,614)	(257,215)	(211,915)	(238,365)
Loss and comprehensive loss	(293,400)	(175,855)	(35,116)	(408,964)
Basic and diluted loss per share	(0.00)	(0.00)	(0.00)	(0.00)
Total assets	12,833,914	13,133,203	13,486,780	12,736,859
Working capital (deficiency)	55,251	303,494	264,422	38,124

{11}------------------------------------------------

During the period ended September 30, 2025, the net losses increased significantly mainly due to writing off Manitoba properties of \$3,217,288.

During the quarter ended June 30, 2025, the net losses increased significantly mainly due to share-based compensation of \$292,978.

During the quarter ended March 31, 2025, net losses narrowed as compared to previous periods due to improved cost controls by the management.

During the quarter ended December 31, 2024, there is profit as compared to loss from the previous quarter mainly due to an increase in foreign exchange gain in overall intercompany transactions.

Net loss during the quarter ended September 30, 2024, decreased from 2023 mainly due to reduced overall business development expenses and impairment losses charged in the quarter. During the quarter ended June 30, 2024 and March 31, 2024 net loss were lower mainly due to termination of marketing and investor awareness activities and reduced exploration activities on Shatford Lake Project, Manitoba and FLV property, Nevada.

During the quarter ended December 31, 2023, net losses were higher mainly due spending on marketing and investor awareness activities and reduced exploration activities on Shatford Lake Project, Manitoba and FLV property, Nevada.

SUMMARY OF ANNUAL RESULTS

The following table sets forth selected financial information with respect to the Company, which information has been derived from the financial statements of the Company for the years ended September 30, 2025, 2024 and 2023. The following should be read in conjunction with said financial statements and related notes.

	Year ended	Year ended	Year ended
	September 30, 2025	September 30, 2024	September 30, 2023
Total Expenses	\$(917,160)	\$(877,540)	\$(1,929,120)
Interest Income	\$1,928	\$3,467	\$130,739
Loss Before Other Comprehensive	\$(4,093,473)	\$(886,109)	\$(1,704,729)
Income
Loss and Comprehensive Loss	\$(3,840,147)	\$(913,335)	\$(1,769,177)
Current Assets	\$1,035,751	\$352,100	\$431,154
Mineral Property Interest	\$8,961,218	\$12,249,645	\$11,858,801
Total Assets	\$10,200,711	\$12,833,914	\$13,047,213
Current Liabilities	\$243,349	\$296,849	\$553,890
Working Capital (Deficiency)	\$792,402	\$55,251	\$(122,736)
Shareholders' Equity	\$9,896,264	\$12,433,773	\$12,355,659
Weighted Average Shares Outstanding –	32,043,683	23,311,559	19,410,721
Basic and Diluted
Loss Per Share from Continuing	\$(0.13)	\$(0.04)	\$(0.09)
Operations – Basic and Diluted

OVERALL PERFORMANCE AND OPERATIONAL ACTIVITIES

Three months ended September 30, 2025 and 2024

For the three months ended September 30, 2025, the Company incurred a loss before other comprehensive income of \$3,392,354 (September 30, 2024 – \$178,614). The loss increased in the current period mainly due to the write off Manitoba mineral property assets. Total expenses incurred during the quarter were \$191,905 (September 30, 2024 – \$181,378).

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The difference between loss before other comprehensive income for the three-month period ended September 30, 2025, compared to prior year same period was primarily due to the following significant changes:

• Management fees of \$52,500 (2024 \$67,500) were paid or accrued to the CEO and CFO (see Transactions with Related Parties). The decrease resulted from lower fees charged by the CEO and CFO.
• Accounting expenses of \$20,263 (2024 \$20,845) are lower compared to the previous period because lower fees charged by consultant in line with the reduction in activities of the company.
• Regulatory and filing fees of \$21,422 (2024 \$11,126) refers to the regulatory expenses related to various filings and listing requirements. There is a slight increase in in current period due to cost related to the Share consolidation and filings related to the private placements closed.
• Share based payment of \$21,081 (2024 \$Nil) paid or accrued to the officers and directors of the company during the period.
• Foreign currency translation gain of \$177,677 (2024 \$114,786 loss) mainly due to exchange rate volatility between USD and CAD as compared to the previous period.

Year ended September 30, 2025 and 2024

For the Year ended September 30, 2025, the Company incurred a loss before other comprehensive income of \$4,093,473 (2024 – \$886,109). The loss increased in the current year mainly due to write off Manitoba mineral properties. Total expenses incurred during the period were \$917,160 (2024 – \$877,540).

The difference between loss before other comprehensive income for the year ended September 30, 2025, compared to the prior year same period was primarily due to the following significant changes:

• Management fees of \$220,000 (2024 \$279,000) were paid or accrued to the CEO and CFO (see Transactions with Related Parties). The decrease resulted from lower fees charged by the CEO and CFO.
• Depreciation of \$42,788 (2024 \$74,791) refers to amortization of various property and equipment as well as the right-of-use asset for the Company's leased property. The depreciation during the current year is lower due to sale of drilling equipment in previous year.
• Accounting expenses of \$80,719 (2024 \$116,523) are lower compared to the previous year because lower fees charged by consultant in line with the reduction in activities of the company.
• Regulatory and filing fees of \$ 67,355 (2024 \$67,076) refers to the regulatory expenses related to various filings and listing requirements. The decrease is mostly due to the reduction in the number of exchange filings because of lower exploration and marketing activities during the current year.
• Director fees of \$20,000 (2024 \$26,667), lower due to directors have lowered their fees due to reduced activities during the year.
• Legal fees of \$6,683 (2024 \$11,735) decreased compared to last year's due to less activities into legal issues during the year.
• Property investigation fees of \$1,659 (2024 \$44,483) decreased significantly during the year due to less exploration activities in the properties.
• Share based payment of \$292,978 (2024 \$Nil) paid or accrued to the officers and directors of the company during the year.
• Foreign currency translation gain of \$253,326 (2024 \$27,226 loss) mainly due to exchange rate volatility between USD and CAD as compared to the previous year.

{13}------------------------------------------------

CASH FLOWS

Sources and Uses of Cash	September 30, 2025	September 30, 2024
Cash used in operating activities	\$ (557,438)	\$ (650,820)
Cash sourced (used) in investing activities	(291,877)	(251,644)
Cash sourced from financing activities	868,240	875,789
Effect of exchange rate on cash	(8,083)	(10,432)
Total change in cash	\$ 10,842	\$ (37,107)

Operating Activities

For the year ended September 30, 2025, net cash used by operating activities was \$557,438 compared to the use of \$650,820 from the same period in the previous year. The variances are explained under the Overall Performance and Operating Activities section.

Investing Activities

For the year ended September 30, 2025, net cash outflow from investing activities of \$291,877 consists of \$150,000 proceeds from Earn-in-Option and spent \$441,877 on exploration and evaluation expenditure.

For the year ended September 30, 2024, net cash used on investing activities of \$251,644 was lower as the exploration expenditures were offset by proceeds from sale of equipment and proceeds from earn-in option agreement entered by the Company and Snow Lake and exploration expenditure on mineral properties.

Financing Activities

For the period ended September 30, 2025, the net cash inflow of \$868,240 consists of \$924,660 proceeds from issue of common shares net of share issuance costs and lease liability payment of \$56,420. In prior year, the net inflow of \$875,789 includes \$931,199 proceeds from issue of common shares and lease liability payment of \$55,410. (see Share Capital and Outstanding Share Data).

LIQUIDITY AND CAPITAL RESOURCES

The Company's aggregate operating, investing and financing activities for the year ended September 30, 2025, resulted in a net cash increase of \$10,842 (September 30, 2024 – \$37,107 decrease). As at September 30, 2025, the Company's cash balance was \$266,273 (September 30, 2024 – \$255,431) and the Company had working capital of \$792,402 (September 30, 2024 – working capital of \$55,251) which the Company anticipates will meet its requirements to cover working capital and mineral property obligations for the coming fiscal year.

The Company has not advanced its exploration and evaluation properties to commercial production. The Company's continuation as a going concern is dependent upon successful results from exploration activities on its mineral properties and its ability to attain profitable operations and generate cash from its operations in the foreseeable future. As at September 30, 2025, the Company has an accumulated deficit of \$12,100,578 (September 30, 2024 – \$8,007,105) since inception and is expected to incur further losses in the development of its business. The Company will have to rely on the issuance of shares or the exercise of options and warrants to fund ongoing operations and investment. The ability of the Company to raise capital will depend on market conditions and it may not be possible for the Company to issue shares on acceptable terms or at all.

The continuation of the Company as a going concern is dependent on its ability to raise additional capital either through equity or debt financing or option payments from Snow Lake in order to meet business objectives of achieving profitable business operations.

In May 2025, the Company closed a non-brokered private placement financing ("Offering") and received gross proceeds of \$958,925 by issuing 17,435,000 units at \$0.055 per unit. Each unit compromised of one common share and one-half of one transferable common share purchase warrants exercisable at a price of \$0.07 for 3 years from the closing date of the Offering. The company has paid \$34,265 as finder fee and issued 623,000 warrants exercisable on the same terms as the warrants forming part of the units.

{14}------------------------------------------------

SHARE CAPITAL AND OUTSTANDING SHARE DATA

Authorized

The Company has authorized share capital of an unlimited number of common shares and preferred shares without par value. Common and/or preferred shares are entitled to receive dividends when they are declared by the Board of Directors.

Issued and Outstanding Common Shares

As of September 30, 2025, the Company has a total issued and outstanding common shares: 43,592,575 (September 30, 2024 – 25,324,242).

Outstanding share data

As at September 30, 2025, and the Report Date, the following table summarizes the outstanding share capital of the Company:

	September 30, 2025	Report Date
Common Shares	43,592,575	45,359,245
Warrants	14,585,666	15,109,333
Options	3,358,334	3,108,334
Total, Fully Diluted	61,536,575	63,576,912

During the year ended September 30, 2025, the Company consolidated the issued share capital on the basis of three (3) old common shares for one (1) new common share ("the Consolidation"). Outstanding stock options and warrants were adjusted by the Consolidation ratio. All common shares and per common share amounts in these Financial Statements have been retroactively restated to reflect the Consolidation.

Share Issuances

Transactions subsequent to the year ended September 30, 2025:

On November 27, 2025, the Company closed a first tranche of its non-brokered private placement financing and received gross proceeds of \$320,000 by issuing 1,600,000 units at \$0.20 per unit. Each unit compromised of one common share and one-half transferable common share purchase warrants exercisable at a price of \$0.40 for 2 years from the closing date of the Offering. The company has paid \$10,500 as finder fee and issued 52,500 finder warrants exercisable on the same terms as the warrants forming part of the units.

Transactions during the year ended September 30, 2025:

On May 16, 2025, the Company closed a non-brokered private placement financing ( the "Offering") and received proceeds of \$958,925 by issuing 17,435,000 units at \$0.055 per unit. Each unit compromised of one common share and one-half of one transferable common share purchase warrants exercisable at a price of \$0.07 for 3 years from the closing date of the Offering. The company has paid \$34,265 as finder fee and issued 623,000 warrants exercisable on the same terms as the warrants forming part of the units.

On April 10, 2025, 166,667 shares with a fair value of \$0.09 amounting to \$15,000 were issued as per the mineral property purchase agreement of Cimarron property.

On March 3, 2025, 666,667 common shares with a fair value of \$0.105 amounting to \$70,000 were issued as per the mineral property acquisition agreement of Clayton Valley, Nevada.

Transactions during the year ended September 30, 2024:

On May 8, 2024, 83,333 common shares with a fair value of \$0.138 were issued as per the mineral property acquisition agreement of Clayton Valley, Nevada.

{15}------------------------------------------------

On March 5, 2024, 250,000 common shares with a fair value of \$0.195 were issued as per the mineral property acquisition agreement of Clayton Valley, Nevada.

On February 29, 2024, the Company closed a non-brokered private placement for aggregate gross proceeds of \$700,000 through the issuance of 4,666,667 units at \$0.15 per unit. Each unit comprised of one common share and one share purchase warrant. Each whole share purchase warrant is exercisable into one common share at a price of \$0.30 per share for three years following the date of issuance. The Company paid a total of \$37,450 in cash finders' fees and issued a total of 249,667 finders' warrants valued at \$33,606. Each whole finders' warrant is exercisable into one common share at price of \$0.30 per share for three years following the date of granting.

On October 31, 2023, the Company closed a non-brokered private placement for aggregate gross proceeds of up to \$277,749 through the issuance of 617,220 units ("Units") at \$0.45 per unit. Each Unit comprised of one common share and one-half of one share purchase warrant. Each whole share purchase warrant exercisable into one common share at a price of \$0.90 per share for two years following the date of issuance. A residual value of \$64,809 was assigned to the share purchase warrant. The Company paid a total of \$9,100 in cash finders' fee and issued a total of 20,222 finder's warrants valued at \$3,075. Each whole finders' warrant is exercisable into one common share at a price of \$0.45 per share for two years following date of grant.

Stock Options

The Company has a stock option plan for directors, officers, employees, and consultants. The aggregate number of shares issuable pursuant to options granted under the plan is limited to 10% of the Company's issued and outstanding common shares at the time the options are granted. The number of shares reserved for issuance to any individual director, officer or consultant shall not exceed 5% of the issued and outstanding common shares.

The number of incentive stock options granted to any one consultant, or a person employed to provide investor relations activities in any 12-month period must not exceed 2% of the total issued shares of the Company. The exercise price of each option is determined by the Board.

Transactions subsequent to the year ended September 30, 2025:

The Company granted 250,000 options with an exercise price of \$0.255 to a consultant for 2 years and accepted voluntarily surrender request of 499,999 options issued on April 14, 2022 at \$3.84 (post consolidation).

Transactions during the year ended September 30, 2025:

On May 27, 2025, the Company granted an aggregate of 2,250,000 incentive stock options to directors and officers as per the Company's Stock Option Plan, with an exercise price of \$0.15 per share for a period of five years from the date of grant. 2,250,000 options were fully vested on grant date. The estimated fair value of the options was \$292,978. The Company expensed the entire amount as share-based compensation during the year ended September 30, 2025. The options were fairly valued using Black-Scholes Option Pricing Model with the following assumptions: average risk-free rate - 2.85%; expected life –5 years; expected volatility – 131.44%; forfeiture rate – Nil and expected dividends – Nil.

During the year ended September 30, 2024, the Company did not grant any stock options.

As at September 30, 2025, the Company has 3,358,334 incentive stock options outstanding (September 30, 2024 – 1,183,334). A summary of the movements of the stock options is presented below:

Period ended	September 30, 2025			September 30, 2024
	Number of	Weighted		Number of	Weighted
	options		average	options	average exercise
			exercise price		price
Outstanding, beginning	1,183,334	\$	3.30	1,183,334	\$ 3.30
Granted	2,250,000		0.105	-	-
Expired	(75,000)		3.90	-	-
Outstanding, end of the period	3,358,334		1.18	1,183,334	3.30
Exercisable	3,358,334	\$	1.18	1,183,334	\$ 3.30

{16}------------------------------------------------

The following table summarizes information regarding stock options outstanding as of September 30, 2025:

Date issued	Number of options outstanding	Exercise price		Expiration date
July 9, 2021	441,667	\$	2.40	July 9, 2026
April 14, 2022	666,667		3.84	April 14, 2027
May 29, 2025	2,250,000		0.15	May 27, 2030
Total options outstanding	3,358,334	\$	1.18
Total options exercisable	3,358,334	\$	1.18

The weighted average remaining life of the options is 3.53 years (2024 – 2.13 years).

Warrants

A summary of changes in the Company's share purchase warrants outstanding for the year ended September 30, 2025 and September 30, 2024 is as follows:

		September 30, 2025	September 30, 2024
		Weighted
	Number of	average exercise	Number of	Weighted average
	warrants	price	warrants	exercise price
Outstanding, beginning	7,045,061	\$ 0.90	2,752,282	\$ 3.12
Granted	9,340,500	0.07	5,245,165	0.33
Expired	(1,799,895)	2.56	(952,386)	4.20
Outstanding, end of period	14,585,666	\$ 0.17	7,045,061	\$ 0.90

Transactions during the period ended September 30, 2025:

On May 16, 2025, the Company granted 8,717,500 common share purchase warrants exercisable at a price of \$0.07 for 3 years from the closing date of the Offering.

Finders' warrants

On May 16, 2025, the Company granted 623,000 warrants to finders with an exercise price of \$0.07 per share for three years following date of grant. The estimated fair value of the warrants was \$35,014, recorded during the period ended June 30, 2025, in connection with the issuance of these warrants. The warrants were fairly valued using Black-Scholes Option Pricing Model with the following assumptions: average risk-free rate – 2.55%; expected life – 3 years; expected volatility – 146.34%; forfeiture rate – Nil and expected dividends – Nil.

On February 29, 2024, the Company granted 249,667 warrants to finders with an exercise price of \$0.30 per share for three years following date of grant. The estimated fair value of the warrants was \$33,606, recorded during the year ended September 30, 2024, in connection with the issuance of these warrants. The warrants were fairly valued using Black-Scholes Option Pricing Model with the following assumptions: average risk-free rate – 2.69%; expected life – 3 years; expected volatility – 104.97%; forfeiture rate – Nil and expected dividends – Nil.

On October 31, 2023, the Company granted 20,222 warrants to finders with an exercise price of \$0.45 per share for two years following date of grant. The estimated fair value of the warrants was \$3,075, recorded during the year ended September 30, 2024, in connection with the issuance of these warrants. The warrants were fairly valued using Black-Scholes Option Pricing Model with the following assumptions: average risk-free rate – 3.31%; expected life – 2 years; expected volatility – 93.54%; forfeiture rate – Nil and expected dividends – Nil.

{17}------------------------------------------------

The following table summarizes information regarding share purchase warrants outstanding as of September 30, 2025:

Date issued	Number of warrants	Exercise price	Expiry date
October 31, 2023	308,610	0.90	October 31, 2025*
October 31, 2023	20,222	0.45	October 31, 2025
February 29,2024	4,916,334	0.30	February 28, 2027
May 16, 2025	9,340,500	0.07	May 16, 2028
	14,585,666

^*Subsequent to the period ended September 30, 2025, a total of 328,832 warrants with exercise price between \$0.45 and \$0.90 respectively expired unexercised.

During the year ended September 30, 2025, a total of 571,076 and 1,228,819 warrants with exercise price of \$1.40 and \$1.80 respectively expired unexercised.

During the year ended September 30, 2024, a total of 952,387 warrants with exercise price between \$3.24 to \$5.40 expired unexercised.

The weighted average exercise price of warrants as of September 30, 2025, is \$0.17, and the weighted average remaining life of the warrants is 2.16 years (September 30, 2024 – \$0.90 and 1.91 years, respectively).

TRANSACTIONS WITH RELATED PARTIES

The Company has identified its directors and certain senior officers as its key personnel and the compensation costs for key personnel and companies related to them were recorded at their exchange amounts as agreed upon by transacting parties.

As at September 30, 2025, the Company has \$Nil (September 30, 2024 – \$12,225) due to the Director and CEO related to Director and Management fees and as at September 30, 2025, the Company has \$7,250 (September 30, 2024 - \$Nil) receivable from the CEO and Directors related to the management fees and director fees.

During the period ended September 30, 2025 and 2024, the Company entered the following transactions with related parties:

	September 30, 2025		September 30, 2024
Management fees	\$	220,000	\$ 279,000
Directors' fees		20,000	26,667
Share based payments		292,978	-
Accounting fees		39,992	68,854
Total	\$	572,970	\$ 374,521

(a) Management fees were paid or accrued to the following:

	September 30, 2025		September 30, 2024
Company controlled by the CEO - Stephen Hanson	\$	150,000	\$	189,000
Company controlled by the CFO - Zara Kanji		70,000		90,000
Total	\$	220,000	\$	279,000

(b) Accounting fees of \$39,992 were paid to a company controlled by the Company's CFO and Corporate Secretary, Zara Kanji (September 30, 2024 – \$68,854).

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(c) Director fees were paid or accrued to the following:

	September 30, 2025		September 30, 2024
Director - Ioannis Tsitos	\$	10,000	\$	11,667
Company controlled by a Director - Vivian Katsuris		10,000		15,000
Total	\$	20,000	\$	26,667

During the period ended September 30, 2025, the Company granted 2,250,000 (2024 – Nil) stock options to the directors and officers.

		September 30, 2025	September 30, 2024
	Options Granted	Expense for the period (Vested)	Options Granted	Expenses for the period (Vested)
CEO	1,250,000	\$ 162,765	-	\$ -
CFO	250,000	32,553	-	-
Directors	750,000	97,660	-	-
Total	2,250,000	\$ 292,978	-	\$ -

On April 3, 2025, the Company entered an interest free loan agreement with the CEO, whereby the Company received \$180,000 for the payment related to the acquisition of Cimarron property. The loan is repayable on earliest of the company closing a private placement of at least \$500,000 or nine months following the date of the loan agreement. The Company has repaid the loan in full on May 22, 2025.

CHANGES IN ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

For a detailed summary of the Company's material accounting policy information, the readers are directed to Note 3 of the audited consolidated financial statements for the years ended September 30, 2025, that are available on SEDARPLUS at www.sedarplus.ca.

OFF BALANCE SHEET ARRANGEMENTS

To the best of the management's knowledge, there are no other off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or the financial condition of the company.

PROPOSED TRANSACTIONS

As at the report date, there are no proposed transactions which have not been publicly disclosed.

CAPITAL DISCLOSURE

The Company's capital currently consists of common shares of \$17,973,791. The Company's objective when managing capital is to safeguard the entity's ability to continue as a going concern, meet financial obligations, have sufficient capital to achieve and maintain profitable operations and to provide returns for shareholders and benefits for other stakeholders. As at September 30, 2025, the Company had a working capital of \$792,402 (September 30, 2024 – \$55,251). Management expects to raise additional capital from the capital markets or from private placements of securities. There has been no change to the management of capital during the year ended September 30, 2025.

FINANCIAL INSTRUMENTS

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

{19}------------------------------------------------

• Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
• Level 2 Quoted prices in markets that are not active, or inputs that are not observable, either directly or indirectly, for substantially the full term of the asset or liability.
• Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The Company's cash and cash equivalents are recorded as a level 1 financial asset. The fair value of the Company's financial instruments carried at amortized cost approximates their carrying value due to their short term to maturity.

The Company is exposed through its operations to the following financial risks:

• Market Risk
• Credit Risk
• Liquidity Risk

In common with all other businesses, the company is exposed to risks that arise from its use of financial instruments. This note describes the Company's objectives, policies, and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.

General Objectives, Policies, and Processes

The Board of Directors has overall responsibility for the determination of the Company's risk management objectives and policies and, while retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Company's finance function.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company's competitiveness and flexibility. Further details regarding these policies are set out below.

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices are comprised of four types of risk: foreign currency risk, interest rate risk, commodity price risk and equity price risk.

Foreign Currency Risk

Foreign currency risk is the risk that a variation in exchange rates between the Canadian dollar and United States dollar or other foreign currencies will affect the Company's operations and financial results. The Company is exposed to currency risk to the extent that monetary assets and liabilities held by the Company are not denominated in Canadian dollars. The Company has not entered any foreign currency contracts to mitigate this risk.

The Company is exposed to currency risk through the following monetary assets and liabilities denominated in foreign currencies:

		September 30, 2025	September 30, 2024
Cash and cash equivalents	USD\$	\$2,162	40,276
Prepaid expense	USD\$	28,069	18,633
Reclamation bond	USD\$	63,126	63,144
Accounts payable and accrued liabilities	USD\$	(62,461)	(117,779)

Based on the above net exposures and if all other variables remain constant, a 10% change in the value of the foreign currency against the Canadian dollar would result in an increase or decrease of \$4,000 (September 30, 2024 – \$6,000) in loss and comprehensive loss.

{20}------------------------------------------------

Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments which are potentially subject to credit risk for the Company consist of cash and cash equivalents. Most of the Company's cash and cash equivalents are maintained with a federally regulated financial institution with reputable credit and may be redeemed upon demand. The Company considers this risk to be minimal as of September 30, 2025.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. The key to success in managing liquidity is the degree of certainty in the cash flow projections. If future cash flows are uncertain, the liquidity risk increases.

The Company's objective is to ensure that it has sufficient cash on demand to meet expected operational expenses. To achieve this objective, the Company will prepare annual capital expenditure budgets which will be regularly monitored and updated as necessary. The Company monitors its risk of shortage of funds by monitoring the maturity dates of existing trade and other accounts payable.

As of September 30, 2025, the Company's liabilities that have contractual maturities are as follows:

	Total	2026	2027	2028
	\$	\$	\$	\$
Accounts payable and accrued liabilities	201,156	201,156	-	-
Lease liability	103,292	42,194	51,545	9,553

RISKS AND UNCERTAINTIES

An investment in the Company' shares should be considered highly speculative due to the nature of the Company's business and the present stage of its development. In evaluating the company and its business, the Reader should carefully consider the following risk factors in addition to the other information contained in this management discussion and analysis. These risk factors are not a definitive list of all risk factors associated with the Company. It is believed that these are the factors that could cause actual results to be different from expected and historical results. Investors should not rely upon forward-looking statements as a prediction of future results.

Limited Operating History

The Company has no history of business or mining operations or production. The Company is subject to all the business risks and uncertainties associated with any new business enterprise, including the risk that it will not achieve its growth objective. The Company anticipates that it may take several years to achieve positive cash flow from operations.

Exploration Risk

The exploration for and development of minerals involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. There can be no guarantee that the estimates of quantities and qualities of minerals disclosed will be economically recoverable. With all mining operations there is uncertainty and, therefore, risk associated with operating parameters and costs resulting from the scaling up of extraction methods tested in pilot conditions. Mineral exploration is speculative in nature and there can be no assurance that any minerals discovered would result in an increase in the Company's resource base.

The Company's operations are subject to all the hazards and risks normally encountered in the exploration, development, and production of minerals. These include unusual and unexpected geological formations, rock falls, seismic activity; flooding and other conditions involved in the extraction of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Although precautions to minimize risk will be taken, operations are subject to hazards

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that may result in environmental pollution and consequent liability that could have a material adverse impact on the business, operations, and financial performance of the Company.

Metal Price Risk

Even if the Company's exploration programs are successful in locating economic deposits of minerals or precious metals, factors beyond the Company's control may affect the value and marketability of such deposits. Natural resource prices have wide historic fluctuations due to many factors, including inflation, currency fluctuations, interest rates, consumption trends and local and worldwide financial market conditions. The prices of such natural resources greatly affect the value of the Company and the potential value of its properties. This, in turn, greatly affects its ability to form joint ventures and the structure of any joint ventures formed.

Environmental Risk

The Company's exploration and appraisal programs will, in general, be subject to approval by regulatory bodies. Additionally, all phases of the mining business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of international conventions and federal, provincial, and municipal laws and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with mining operations. The legislation also requires that wells and facility sites be operated, maintained, abandoned, and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs.

Global Economic Conditions

Global economic conditions could have a negative effect on the Company's business and results of operations. Economic activity throughout much of the world has been volatile. Market disruptions have included extreme volatility in securities prices, as well as severely diminished liquidity and credit availability. The economic crisis may adversely affect the Company in a variety of ways. Access to lines of credit or the capital markets may be severely restricted, which may preclude the Company from raising the funds required for operations and to fund continued expansion. It may be more difficult for the Company to complete strategic transactions with third parties. Such developments could decrease the Company's ability to obtain financing and could expose it to the risk that one of its customers or banks will be unable to meet their obligations under the agreements with them.

Additional Requirements for Capital

Substantial additional funds for the establishment of the Company's current and planned mining operations will be required. No assurances can be given that the Company will be able to raise the additional funding that may be required for such activities, should such funding not be fully generated from operations. Mineral prices, environmental rehabilitation or restitution, revenues, taxes, transportation costs, capital expenditures, operating expenses and geological results are all factors which will have an impact on the amount of additional capital that may be required. To meet such funding requirements, the Company may be required to undertake additional equity financing, which would be dilutive to shareholders. Debt financing, if available, may also involve restrictions on financing and operating activities. There is no assurance that additional financing will be available on terms acceptable to the Company or at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations or anticipated expansion and pursue only those development plans that can be funded through cash flows generated from its existing operations.

Management of Growth

The Company may be subject to growth-related risks including pressure on its internal systems and controls. The Company's ability to manage its growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of the Company to deal with this growth could have a material adverse impact on its business, operations and prospects. While management believes that it will have made the necessary investments in infrastructure to process anticipated volume increases in the short term, the Company may experience growth in the number of its employees and the

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scope of its operating and financial systems, resulting in increased responsibilities for the Company's personnel, the hiring of additional personnel and, in general, higher levels of operating expenses. In order to manage its current operations and any future growth effectively, the Company will also need to continue to implement and improve its operational, financial and management information systems and to hire, train, motivate, manage and retain its employees. There can be no assurance that the Company will be able to manage such growth effectively, that its management, personnel or systems will be adequate to support the Company's operations or that the Company will be able to achieve the increased levels of revenue commensurate with the levels of operating expenses associated with this growth.

Dependence on Management Team

The Company will depend on certain key senior managers to oversee the core marketing, business development, operational and fund-raising activities and who have developed key relationships in the industry. Their loss or departure in the short term would have an adverse effect on the Company's future performance.

Exchange Rate

The reporting currency of the Company is the Canadian Dollar. Exploration and evaluation expenditures are mostly in United States dollar ("US dollar"). Future fluctuations in the value of the Canadian Dollar relative to these currencies will likely have a material impact on the Company's overall financial results. A further depreciation on the value of the Canadian dollar against US dollar will likely cause explorations costs denominated in US dollar to increase which will have a material effect on the Company's loss and comprehensive loss results

Smaller Companies

The market perception of junior companies may change, potentially affecting the value of investors' holdings and the ability of the Company to raise further funds through the issue of further Common Shares or otherwise. The share price of publicly traded smaller companies can be highly volatile. The value of the Common Shares may be subject to sudden and large falls in value given the restricted marketability of the Common Shares.

DIRECTORS

Certain directors of the Company are also directors, officers and/or shareholders of other companies that are similarly engaged in the business of acquiring, developing and exploring natural resource properties. Such associations may give rise to conflicts of interest from time to time. The directors of the Company are required to act in good faith with a view to the best interests of the Company and to disclose any interest which they may have in any project opportunity of the Company. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his/her interest and abstain from voting in the matter(s). In determining whether the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the time.

The current Directors and Officers of the Company are as follows:

Stephen Hanson, President, CEO and Director, Audit Committee Member Vivian Katsuris, Director, Audit Committee Member Ioannis Tsitos, Director, Audit Committee Member and Chair Zara Kanji, CFO and Corporate Secretary

OUTLOOK

The Company's primary focus for the foreseeable future will be on reviewing its financial position, raising funds to support exploration and operational activities, continuing exploration activities on its mineral properties and financing business ventures in the mineral resource industry.

The Company is focused on advancing the projects in the United States and Canada with the intent to build shareholder value.