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Tactical Resources Corp. Interim / Quarterly Report 2026

Mar 30, 2026

47976_rns_2026-03-30_740334f9-638a-4959-ae4c-c184886d6574.pdf

Interim / Quarterly Report

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FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JANUARY 31, 2026

(EXPRESSED IN CANADIAN DOLLARS)

(UNAUDITED)


NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the interim financial statements; they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The Company's independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity's auditor.


Table of Contents

Condensed Interim Statements of Financial Position (unaudited)...4
Condensed Interim Statements of Loss and Comprehensive Loss (unaudited)...5
Condensed Statements of Changes in Equity (Deficiency) (unaudited)...6
Condensed Interim Statements of Cash Flows (unaudited)...7
Notes to the Financial Statements (unaudited)...8
1. NATURE OF OPERATIONS...8
2. MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION...11
3. DEFERRED ACQUISITION COSTS...12
4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES...14
5. NOTE PAYABLE...15
6. CONVERTIBLE NOTES...15
7. SHARE CAPITAL...16
8. RELATED PARTY TRANSACTIONS AND BALANCES...19
9. COMMITMENTS...21
10. SEGMENTED INFORMATION...21
11. CAPITAL MANAGEMENT...22
12. FINANCIAL INSTRUMENTS...22


Tactical Resources Corp.
Condensed Interim Statements of Financial Position (unaudited)
(Expressed in Canadian Dollars)

| | As at
Note(s) | January 31, 2026
$ | July 31, 2025
$ |
| --- | --- | --- | --- |
| ASSETS | | | |
| Current assets | | | |
| Cash | | 1,186,452 | 64,306 |
| GST receivable | 1 | 73,832 | 102,854 |
| Prepaid expenses and other receivables | | 80,602 | 59,002 |
| | | 1,340,886 | 226,162 |
| Non-current assets | | | |
| Deferred acquisition costs | 3 | 210,000 | 210,000 |
| | | 210,000 | 210,000 |
| TOTAL ASSETS | | 1,550,886 | 436,162 |
| LIABILITIES | | | |
| Current liabilities | | | |
| Accounts payable and accrued liabilities | 1, 4, 8 | 8,295,069 | 6,975,599 |
| Note payable | 5 | 100,000 | - |
| Current portion of convertible notes | 6 | 717,049 | 208,258 |
| | | 9,112,118 | 7,183,857 |
| Non-current liabilities | | | |
| Convertible notes | 6 | - | 464,434 |
| | | - | 464,434 |
| TOTAL LIABILITIES | | 9,112,118 | 7,648,291 |
| EQUITY (DEFICIENCY) | | | |
| Share capital | 7 | 9,373,485 | 7,410,662 |
| Share subscription received | 7 | 12,500 | - |
| Obligation to issue shares | 7 | 1,173,187 | 1,173,187 |
| Equity portion of convertible notes | 6, 7 | 50,789 | 52,292 |
| Reserves | 7 | 1,492,051 | 2,078,328 |
| Deficit | | (19,663,244) | (17,926,598) |
| TOTAL EQUITY (DEFICIENCY) | | (7,561,232) | (7,212,129) |
| TOTAL LIABILITIES AND EQUITY (DEFICIENCY) | | 1,550,886 | 436,162 |

Nature of operations 1
Commitments 1, 3, 9
Segmented information 10
Proposed transaction 1
Subsequent events 7

These unaudited condensed interim financial statements were approved for issue by the Board of Directors and signed on its behalf by:

"Ranjeet Sundher"
Ranjeet Sundher, Director

"Matt Chatterton"
Matt Chatterton, Director

The accompanying notes are an integral part of these unaudited condensed interim financial statements.
Page 4 of 25


Tactical Resources Corp.

Condensed Interim Statements of Loss and Comprehensive Loss (unaudited)

(Expressed in Canadian Dollars)

Note(s) For the three months ended For the six months ended
January 31, 2026 $ January 31, 2025 $ January 31, 2026 $ January 31, 2025 $
Expenses
Accretion of interest 4, 6 48,275 27,037 96,954 50,902
Consulting fees 4, 8 84,566 393,887 216,876 455,647
Corporate communications 24,224 7,435 27,290 18,486
Depreciation - - - 487
Foreign exchange loss (gain) (151,396) 4,114 (92,915) 4,591
General and administrative expenses 22,611 23,140 43,596 46,515
Professional fees 8 47,579 59,999 91,934 118,031
Property investigation costs 3 20,897 21,920 47,103 58,288
Share-based payments 7 - 1,314,547 - 1,455,898
Transfer agent and regulatory 21,107 8,351 27,705 11,239
Travel 30,921 - 85,029 -
Total expenses (148,784) (1,860,430) (543,572) (2,220,084)
Other income (expenses)
Gain on extinguishment of accounts payable 4 - - 66,775 -
Transaction costs 1, 8 (539,794) (618,071) (1,288,830) (2,765,476)
Recovery of property investigation costs - - 28,981 -
Total other expenses (539,794) (618,071) (1,193,074) (2,765,476)
Net loss and comprehensive loss (688,578) (2,478,501) (1,736,646) (4,985,560)
Basic and diluted loss per share for the period attributable to common shareholders ($ per common share) (0.09) (0.35) (0.23) (0.70)
Weighted average number of common shares outstanding - basic and diluted 7,751,584 7,134,896 7,490,440 7,134,896

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


Tactical Resources Corp.

Condensed Statements of Changes in Equity (Deficiency) (unaudited)

(Expressed in Canadian Dollars)

| | Note(s) | Share capital

| $ | Share subscription received

$ | Obligation to issue shares
$ | Equity portion of convertible notes
$ | Reserves
$ | Deficit
$ | TOTAL
$ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance as of July 31, 2025 | | 7,134,895 | 7,410,662 | - | 1,173,187 | 52,292 | 2,078,328 | (17,926,598) | (7,212,129) |
| Shares issued for cash - private placement | 7 | 207,625 | 1,308,038 | - | - | - | - | - | 1,308,038 |
| Shares issued for cash - exercise of stock options | 7 | 372,000 | 186,000 | - | - | - | - | - | 186,000 |
| Share issue costs | 7 | - | (138,344) | - | - | - | - | - | (138,344) |
| Share subscribed | 7 | - | - | 12,500 | - | - | - | - | 12,500 |
| Shares issued for conversion of convertible notes | 6, 7 | 21,483 | 10,752 | - | - | (1,503) | 10,100 | - | 19,349 |
| Reclassification of grant-date fair value on exercise of stock options | 7 | - | 127,927 | - | - | - | (127,927) | - | - |
| Reclassification of grant-date fair value on issue of shares for the restricted shares units | 7 | 538,000 | 468,450 | - | - | - | (468,450) | - | - |
| Net loss and comprehensive loss | | - | - | - | - | - | - | (1,736,646) | (1,736,646) |
| Balance as of January 31, 2026 | | 8,274,003 | 9,373,485 | 12,500 | 1,173,187 | 50,789 | 1,492,051 | (19,663,244) | (7,561,232) |
| Balance as of July 31, 2024 | | 35,674,480 | 7,410,662 | - | - | 14,729 | 1,636,377 | (11,320,300) | (2,258,532) |
| Equity portion of convertible notes | 6 | - | - | - | - | 51,455 | - | - | 51,455 |
| Share-based payments | 7 | - | - | - | 1,173,187 | - | 282,711 | - | 1,455,898 |
| Net loss and comprehensive loss | | - | - | - | - | - | - | (4,985,560) | (4,985,560) |
| Balance as of January 31, 2025 | | 35,674,480 | 7,410,662 | - | 1,173,187 | 66,184 | 1,919,088 | (16,305,860) | (5,736,739) |

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


Tactical Resources Corp.
Condensed Interim Statements of Cash Flows (unaudited)
(Expressed in Canadian Dollars)

For the six months ended
January 31, 2026 January 31, 2025
$ $
Cash flow from (used in)
OPERATING ACTIVITIES
Net loss (1,736,646) (4,985,560)
Adjustments for items not affecting cash:
Accretion of interest 4 33,248
Accretion of interest of convertible notes 6 63,706
Depreciation - 487
Gain on extinguishment of accounts payable 4 (66,775)
Share-based payments 7 -
Net changes in non-cash working capital items:
GST receivable 29,022 18,482
Prepaid expenses and other receivables (21,600) 6,408
Accounts payable and accrued liabilities 1,352,997 3,367,189
Cash flow used in operating activities (346,048) (86,194)
FINANCING ACTIVITIES
Proceeds on exercise of options 7 186,000
Proceeds on issuance of common shares, net of cash share issue costs 7 1,169,694
Proceeds on issuance of convertible notes 6 -
Proceeds on note payable, net of transaction costs 5 100,000
Shares subscribed 7 12,500
Cash flow provided by financing activities 1,468,194 474,349
Increase in cash 1,122,146 388,155
Cash, beginning of period 64,306 45,115
Cash, end of period 1,186,452 433,270
Supplemental cash flow information
Equity portion of convertible notes - 51,455
Reclassification of accounts payable to non-current accounts payable 4 -
Reclassification of grant-date fair value on exercise of stock options 7 127,927
Reclassification of grant-date fair value on issue of shares for the restricted shares units 7 468,450
Shares issued for conversion of convertible notes 6, 7 19,349
Cash paid for income taxes - -
Cash paid for interest - -

The accompanying notes are an integral part of these unaudited condensed interim financial statements.
Page 7 of 25


Tactical Resources Corp.

Notes to the Financial Statements (unaudited)

For The Six Months Ended January 31, 2026

(Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS

Tactical Resources Corp. (the "Company") was incorporated under the Business Corporations Act of British Columbia on June 25, 2018 as DJ1 Capital Corp. On March 25, 2021, the Company changed its name to Tactical Resources Corp. The principal business of the Company is exploration and development of Rare Earth Elements ("REE"). The Company's registered and records office address is located at 1055 West Georgia Street, 1500 Royal Centre, PO Box 11117, Vancouver, BC V6E 4N7.

The Company's shares are listed on TSX Venture Exchange under the symbol "RARE.V".

Going concern

These unaudited condensed interim financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As of January 31, 2026, the Company has not generated revenue from operations, has an accumulated deficit of $19,663,244 (July 31, 2025 – $17,926,598) and a working capital deficiency of $7,771,232 (July 31, 2025 – $6,957,695), and expects to incur further losses in assessing the Sierra Blanca Quarry Project. These conditions indicate the existence of material uncertainty which may raise significant doubt about the Company's ability to continue as a going concern. The Company plans on raising financing through the issuance of shares or debt instruments to fund its operations. The junior mining industry is considered speculative in nature which could make the Company more difficult to fund.

The unaudited condensed interim financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Share consolidation

On December 5, 2025, the Company completed a consolidation of its issued and outstanding common shares on the basis of one post-consolidation common share for five pre-consolidation common shares (the "Share Consolidation"). The exercise price and number of common shares issuable pursuant to the exercise of any outstanding convertible securities, including incentive stock options and warrants, were also adjusted in accordance with the Share Consolidation. The numbers of outstanding securities and other relevant information including but not limited to price per share, and exercise prices of convertible securities presented in these unaudited condensed interim financial statements have been retroactively adjusted accordingly, unless otherwise specified.

Proposed transaction

On August 22, 2024, the Company entered into a definitive business combination agreement (the "Business Combination Agreement") with Plum Acquisition Corp. III (NASDAQ: PLMJF) ("Plum"), a NASDAQ-listed special purpose acquisition company.

Pursuant to the terms of the Business Combination Agreement:

(i) Plum will re-domicile in the Province of British Columbia and amalgamate with a newly formed company incorporated under the laws of the Province of British Columbia ("Pubco"), and

(ii) immediately thereafter, a newly formed, wholly owned subsidiary of Plum incorporated under the laws of the Province of British Columbia will amalgamate with the Company, such that, following the closing of the transactions contemplated by the Business Combination Agreement (the "Closing"), the Company will continue as a wholly owned subsidiary of Pubco, which will be renamed "Tactical Resources Corp." or such other name as may be agreed to between the parties.

Page 8 of 25


Tactical Resources Corp.

Notes to the Financial Statements (unaudited)

For The Six Months Ended January 31, 2026

(Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS (CONTINUED)

Proposed transaction (continued)

In the Proposed Business Combination, shares of the Company (the "Company Shares") will be exchanged for newly issued shares of Pubco ("Pubco Shares") pursuant to an exchange ratio to be determined at the Closing.

The exchange ratio is to be based on a pre-transaction deemed equity value of the Company of US$500 million. Specifically, the exchange ratio will be calculated by dividing:

a) the quotient obtained by dividing:

(i) the sum of US$500 million, the amount of any new equity financings and the aggregate exercise price of any in-the-money equity awards, by
(ii) the number of issued and outstanding Company Shares on a fully diluted basis, and

b) US$10 per share.

On December 10, 2024, the Company amended its Business Combination Agreement (the "BCA"), which was further amended on January 28, 2025, with Plum Acquisition Corp. III, extending the transaction deadline to July 30, 2025, and removing the $5,000,001 net tangible asset requirement, subject to shareholder approval. Plum's securities moved to OTC Markets after delisting from Nasdaq on January 27, 2025. Regulatory filings with the U.S. Securities and Exchange Commission ("SEC") and Canadian Securities Administrators ("CSA") are in progress.

On July 30, 2025, the Company executed Amendment No. 3 to the BCA, which introduced the following terms:

  • Lock-Up Restrictions: 80–85% of shares issued to Company shareholders at closing will be subject to a six-month lock-up, with early release possible in three tranches based on Pubco’s stock price performance.
  • Reverse Stock Split*: The Company will seek shareholder approval to effect a reverse stock split prior to closing, with a maximum exchange ratio of 1-for-25.
  • Termination Extension: The outside date for closing was reaffirmed as July 30, 2026 in Amendment No. 3.
  • Ancillary Agreements: The Key Company Securityholder Lock-Up Agreement was executed, formalizing lock-up obligations for certain shareholders.

*This was completed on December 5, 2025.

As of January 31, 2026, the Company has incurred $6,588,254 (July 31, 2025 – $5,299,424) in accumulated costs including $1,288,830 during the six months ended January 31, 2026, that were expensed which related to the proposed transaction, and an accumulated costs of $6,183,149 remained unpaid and is included in accounts payable and accrued liabilities (July 31, 2025 – $4,460,367).

In addition, on January 1, 2025, the Company entered into agreements with its directors, officers, and consultants to grant 920,148 common shares of the Company as bonus shares (the "Bonus Shares") with a fair value of $1.275 per share, totaling $1,173,187 which was included in share-based payments during the year ended July 31, 2025. Of these, 414,383 common shares are to be issued to the Company’s directors and officers. On January 1, 2025 the Company also agreed to pay certain consultants $333,887 in cash (the "Cash Bonus") for filing the initial filing statement of the proposed transaction on October 29, 2024. The Bonus Shares and Cash Bonus are to be issued and paid upon the closing of the proposed transaction.

Page 9 of 25


Tactical Resources Corp.

Notes to the Financial Statements (unaudited)

For The Six Months Ended January 31, 2026

(Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS (CONTINUED)

Proposed transaction (continued)

On April 23, 2025, the Company entered into a consulting agreement with a consultant to provide capital market advisory services for a 12-month period. Pursuant to the agreement, the consultant is entitled to receive 50,000 PubCo Shares upon the Closing.

On May 26, 2025, the Company amended the advisory agreement originally entered into on February 13, 2024 (the "Amended Advisory Agreement") with its financial advisor (the "Advisor"). Under the terms of the Amended Advisory Agreement, the Advisor is entitled to an advisory fee of US$1 million (the "Advisory Fee"), which is earned and payable upon the closing of the proposed transaction and subject to the size of the concurrent financing (the "Proposed Financings") associated with the transaction.

The Advisory Fee payment structure is as follows:

  • If the gross proceeds from the Proposed Financings are less than US$20 million, 100% of the Advisory Fee will be deferred or settled in PubCo Shares at the sole discretion of the Advisor.
  • If the gross proceeds from the Proposed Financings exceed US$20 million but are less than US$35 million, 50% of the Advisory Fee will be paid in cash, while the remaining 50% will be deferred or settled in PubCo Shares at the sole discretion of the Advisor.
  • If the gross proceeds from the Proposed Financings exceed US$50 million, 100% of the Advisory Fee will be paid in cash.

Additionally, in the event that the Company and/or Plum completes an equity or equity-linked offering, including a private investment in public equity (PIPE), or any financing related to the proposed transaction that may dilute the Company's capitalization, the Advisor will be entitled to a fee equal to 5% of the gross proceeds raised in the PIPE (the "PIPE Fee"), payable as follows:

  • 50% in cash
  • 50% in PubCo Shares upon closing

Furthermore, if the Company and/or Plum completes a debt offering in connection with the proposed transaction (the "Debt Offering"), the Advisor will be entitled to a fee equal to 2.5% of the gross proceeds raised in the Debt Offering (the "Debt Fee"), payable as follows:

  • 50% in cash
  • 50% in PubCo Shares upon closing

In addition, accounts receivable as of January 31, 2026, include $45,150 receivable from PLUM III Merger Corp. for transaction costs paid by the Company on its behalf (July 31, 2025 – $37,275).

Page 10 of 25


Tactical Resources Corp.

Notes to the Financial Statements (unaudited)

For The Six Months Ended January 31, 2026

(Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS (CONTINUED)

Proposed transaction (continued)

On November 7, 2025, the Company, Tactical, and YA II PN, Ltd ("Yorkville") entered into a financing agreement (the "SEPA") and a registration rights agreement (the "Registration Rights Agreement"). Pursuant to the SEPA, Yorkville will open a standby equity line for the Company in an aggregate principal amount of up to US$100,000,000. Yorkville is to advance US$7,500,000 to the Company in the form of a first pre-paid advance evidenced by a convertible promissory note on the closing of the Business Combination, and another US$2,500,000 to the Company in the form of a second pre-paid advance with an equivalent note that is not convertible on the date the initial registration statement on form F-1, filed pursuant to the Registration Rights Agreement in connection with the SEPA, becomes effective.

Pursuant to the SEPA, Yorkville has a right of first refusal for 24-months from the date of entering into the SEPA for any at-the-market offering program pursuant to Rule 415(a)(4) under the Securities Act of 1933, as amended.

Pursuant to the Registration Right Agreement, the Company will file within 30 calendar days of closing of the Business Combination a registration statement on Form F-1 registering the SEPA. The Company shall use its best efforts to have the registration statement on form F-1 declared effective as soon as practicable, but in no event later than 60 calendar days after the filing of the registration statement.

Since signing the SEPA, no funds have been received as of March 30, 2026.

On December 1, 2025, the Company announced that the registration statement of Pubco on Form F-4 (the "Registration Statement") in connection with the Proposed Business Combination among the Company, Plum, Plum III Amalco Corp. ("Amalco") and Pubco (together, the "Parties") has been declared effective by the SEC.

On December 16, 2025, the Company announced that its shareholders approved the Business Combination Agreement. PubCo is expected to list its common shares on the Nasdaq Stock Market in the second quarter of 2026, subject to regulatory approvals.

2. MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION

Statement of compliance to International Financial Reporting Standards

These unaudited condensed interim financial statements of the Company have been prepared in accordance with IFRS Accounting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB"). These financial statements comply with International Accounting Standard 34, Interim Financial Reporting.

These unaudited condensed interim financial statements of the Company were authorized for issuance by the Board of Directors of the Company on March 30, 2026.

Basis of preparation

This interim financial report does not include all of the information required of a full annual financial report and is intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and performance of the Company since the end of the last annual reporting period. It is therefore recommended that this financial report be read in conjunction with the annual financial statements of the Company for the year ended July 31, 2025.

Page 11 of 25


Tactical Resources Corp.

Notes to the Financial Statements (unaudited)

For The Six Months Ended January 31, 2026

(Expressed in Canadian Dollars)

2. MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION

New accounting standards issued and not yet effective

Certain new standards, interpretations, amendments and improvements to existing standards were issued by the IASB that are mandatory for accounting periods beginning on or after August 1, 2025. The Company does not expect that any new or amended standards or interpretations that are effective for annual periods beginning on or after August 1, 2025 will have a significant impact on the Company's results of operations or financial position.

  • IFRS 18 Presentation and Disclosure in the Financial Statements

In April 2024, the IASB issued a new IFRS accounting standard to improve the reporting of financial performance. IFRS 18 Presentation and Disclosure in the Financial Statements replaces IAS 1 Presentation of Financial Statements. The standards will become effective January 1, 2027, with early adoption permitted.

The Company is in the process of assessing the impact of these new standards on the Company's financial statements.

3. DEFERRED ACQUISITION COSTS

Sierra Blanca Quarry Project

On July 14, 2021, the Company entered into an assignment and assumption agreement (the "SBQ Assignment Agreement") with Peak 6891 LLC ("Peak"). Peak is party to an agreement dated June 1, 2021 with Sierra Blanca Quarry, LLC ("SBQ LLC"), Dennis Walker and Becky Dean Walker (the "SBQ Offtake Agreement"), pursuant to which Peak was granted the rights to acquire certain crushed ore and tailings materials extracted by SBQ LLC from the Sierra Blanca Quarry, located in Hudspeth County in the State of Texas. Pursuant to the Assignment Agreement, on August 11, 2021, (the "SBQ Closing Date"), Peak assigned all of its rights and obligations under the Offtake Agreement to the Company.

In consideration for the SBQ Assignment Agreement, on the SBQ Closing Date, the Company issued 200,000 common shares (the "SBQ Consideration Shares") with a fair value of $200,000, which have been capitalized to deferred acquisition costs. The SBQ Consideration Shares issued were subject to an escrow arrangement, which has since been fully released. As of January 31, 2026, the Company has not completed the acquisition of crushed ore or tailings materials and accordingly the costs incurred are recorded as deferred acquisition costs.

As further consideration for the SBQ Assignment Agreement, following the SBQ Closing Date, the Company is committed to the following additional payments which will be satisfied through the issuance of common shares of the Company (collectively, the "SBQ Milestone Shares"):

  • $250,000 upon receipt by the Company or any affiliate of a building permit and completion of construction bid set, including applicable specifications for construction, execution, operation and commercial production, for a facility (a "SBQ Processing Facility") to process material acquired by the Company pursuant to the SBQ Offtake Agreement, or any successor agreement;
  • $156,250 for each US$2,000,000 of government grants received by the Company or any affiliate, in connection with the development and operation of the SBQ Processing Facility, to a maximum of $1,171,875 provided that the final payment will be reduced in the event the maximum threshold has been reached;
  • $50,000 for each US$2,000,000 of government loan guarantees received by the Company or any affiliate, in connection with the development and operation of the SBQ Processing Facility, to a maximum of $625,000, provided that the final payment will be reduced in the event the maximum threshold has been reached;

Page 12 of 25


Tactical Resources Corp.

Notes to the Financial Statements (unaudited)

For The Six Months Ended January 31, 2026

(Expressed in Canadian Dollars)

3. DEFERRED ACQUISITION COSTS (CONTINUED)

Sierra Blanca Quarry Project (continued)

  • $500,000 upon the Company or any affiliate reaching a decision to commence commercial production of HREE oxides or other refined metals at the SBQ Processing Facility; and
  • $250,000 upon the Company or any affiliate entering into a binding agreement to acquire commercial offtake material produced by the SBQ Processing Facility.

In addition, on July 14, 2021, in connection with the SBQ Assignment Agreement, the Company entered into an agreement (“SBQ Finders’ Fee Agreement”) with Oasis SB Inc. (“Oasis”) that introduced the transaction contemplated by the SBQ Assignment Agreement and assisted the Company in facilitating the transaction. Pursuant to the SBQ Finders’ Fee Agreement, the Company agreed to issue 10,000 common shares of the Company (the “Oasis Finders’ Shares”) to Oasis for the services provided. The Oasis Finders’ Shares were issued during the year ended July 31, 2022 with a fair value of $10,000, which have been included in capitalized deferred acquisition costs.

The Oasis Finders’ Shares issued were subject to an escrow arrangement, which has since been fully released.

On July 30, 2021, the Company and SBQ LLC entered into a purchase and sale agreement (“SBQ P&S Agreement”) to replace the Offtake Agreement. SBQ LLC owns and operates a surface metal mine that specializes in rhyolite, granite and other similar igneous rock, that is located in Sierra Blanca, Texas.

SBQ LLC has generated a stockpile located on the Surface Area that contains a minimum of 4 million tons of tailings (the “Tailings”). SBQ LLC has agreed to sell to the Company, the Tailings, in amounts selected by SBQ LLC, in its sole discretion, all on and subject to the terms and conditions of the SBQ P&S Agreement.

Delivery Schedule

(i) A maximum of 45 days after commercial production decision and before November 30 of each calendar year, SBQ LLC shall advise the Company of the amount of Tailings that shall be available for purchase. The Company also has the option to purchase additional Tailings mined from the premises as and when the same become available on the same terms and conditions as set forth in the SBQ Agreement.

(ii) A maximum of 15 days after the date set forth in Delivery Schedule (i) above, the Company shall advise SBQ LLC of the amount of Tailings the Company shall purchase for the remainder of the calendar year, or the upcoming calendar year.

During the six months ended January 31, 2026, no Tailings were purchased by the Company.

On May 13, 2022, the Company entered into an amendment of the SBQ Assignment P&S Agreement (the “Amended SBQ Assignment P&S Agreement”) to provide an option to the Company to purchase all of the membership interest of SBQ LLC or partially of the membership interest of SBQ LLC with the consent of Dennis Walker and Becky Dean Walker on or before July 31, 2026. The purchase price of the membership interest of SBQ LLC will be determined by the Company and SBQ LLC based on the fair market value of SBQ LLC.

During the six months ended January 31, 2026, the Company expensed $47,103 in property investigation costs related to the Sierra Blanca Quarry Project (January 31, 2025 – $58,288). These costs were incurred to evaluate the Sierra Blanca Quarry Project and to assess the potential of processing the Tailings into rare earth metals.

Page 13 of 25


Tactical Resources Corp.

Notes to the Financial Statements (unaudited)

For The Six Months Ended January 31, 2026

(Expressed in Canadian Dollars)

3. DEFERRED ACQUISITION COSTS (CONTINUED)

Sierra Blanca Quarry Project (continued)

Following is the breakdown of the property investigation costs incurred during the six months ended January 31, 2026 and 2025:

For the six months ended
January 31, 2026 January 31, 2025
$ $
Geological - 3,153
Project management 41,398 42,046
Sample analysis 4,686 -
Technical studies - 13,089
Travel 1,019 -
47,103 58,288

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The balance of accounts payable and accrued liabilities as of January 31, 2026 was $8,295,069 (July 31, 2025 – $6,975,599). This balance includes $426,288 (July 31, 2025 – $460,516) representing amounts due to service providers (the "Extended Payables"). The service providers initially agreed to extend the due date for the Extended Payables to September 30, 2025. On September 30, 2025, the due date was further extended to September 30, 2026.

As a result of these extensions, the Company calculated the fair value of the accounts payable at the date of extension using a risk-adjusted discount rate of 16.5%. The extension of the accounts payable has been considered an extinguishment of debt pursuant to IFRS 9 Financial Instruments. Consequently, a gain on extinguishment of $66,775 has been recognized in the statements of loss and comprehensive loss for the six months ended January 31, 2026, and a decrease in the carrying value of the accounts payable. The discount is being amortized over the extended period of the accounts payable.

The changes of the Extended Payables for the six months ended January 31, 2026 are summarized below:

$
Opening 460,516
Initial recognition 405,894
Derecognition (472,670)
Interest 33,248
Effect of movements on exchange rates (702)
Ending 426,288

During the six months ended January 31, 2026, accretion expense of $33,248 was recorded as finance costs with a corresponding increase in the carrying value of the accounts payable (January 31, 2025 – $31,589).

Page 14 of 25


Tactical Resources Corp.

Notes to the Financial Statements (unaudited)

For The Six Months Ended January 31, 2026

(Expressed in Canadian Dollars)

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (CONTINUED)

As described in Note 1, on January 1, 2025, the Company entered into agreements with certain consultants to provide a cash bonus of $333,887 upon the successful submission of the initial filing statement in connection with the proposed transaction dated October 29, 2024. Payment of this bonus remains contingent upon completion of the proposed transaction. This amount was recorded as consulting fees in the statements of loss and comprehensive loss for the year ended July 31, 2025.

As of January 31, 2026, accounts payable and accrued liabilities included $333,887 related to this cash bonus (July 31, 2025 – $333,887).

5. NOTE PAYABLE

On November 6, 2025, the Company received cash advances totaling $100,000 from several prospective investors. The advances are non-interest bearing, repayable on demand, and are not subject to any binding financing or subscription agreements.

As of January 31, 2026, the carrying amount of the note payable was $100,000 (July 31, 2025 – $nil).

6. CONVERTIBLE NOTES

$
Opening 672,692
Initial recognition -
Interest 63,706
Conversion (19,349)
Ending 717,049
  • On May 17, 2024, the Company completed a non-brokered private placement of a 2-year, 10% unsecured convertible notes in the principal amount of $200,000 with an arm's length lender (the "2024 Convertible Notes"). Any accrued and unpaid interest may, at the Company's sole discretion, be paid in cash or in units at a conversion price equal to the last closing market price of the Company's common shares on the TSXV immediately prior to the conversion date, subject to TSXV policies. The convertible notes have a maturity date of May 17, 2026 (the "2024 Maturity Date").
    The 2024 Convertible Notes may be converted into units of the Company (the "2024 Units") at any time from the date of issuance until the 2024 Maturity Date, with a conversion price of $0.50 per 2024 Unit. Each 2024 Unit consists of one common share of the Company and one share purchase warrant. Warrants are exercisable into additional common shares of the Company at an exercise price of $0.75 for a period of 3 years.
  • On January 21, 2025, the Company completed a non-brokered private placement of a 2-year, 10% unsecured convertible notes in the principal amount of $500,000 (the “2025 Convertible Notes”); of this amount $485,000 was with arm's length lenders and $15,000 with related parties. Any accrued and unpaid interest may, at the Company's sole discretion, be paid in cash or in units at a conversion price equal to the last closing market price of the Company's common shares on the TSXV immediately prior to the conversion date, subject to TSXV policies. The convertible notes have a maturity date of January 21, 2027 (the “2025 Maturity Date”).
    The 2025 Convertible Notes may be converted into units of the Company (the "2025 Units") at any time from the date of issuance until the Maturity Date, with a conversion price of $1.00 per 2025 Unit. Each 2025 Unit consists of one common share of the Company and one share purchase warrant. Warrants are exercisable into additional common shares of the Company at an exercise price of $1.00 for a period of 3 years.

Page 15 of 25


Tactical Resources Corp.

Notes to the Financial Statements (unaudited)

For The Six Months Ended January 31, 2026

(Expressed in Canadian Dollars)

6. CONVERTIBLE NOTES (CONTINUED)

The 2024 Convertible Notes, the 2025 Convertible Notes and warrants issued upon conversion are subject to the following blocker provisions:

  • 10% blocker: Prevents conversion if it would result in the securityholder holding 10% or more of the issued and outstanding shares.
  • 20% blocker: Restricts exercise of warrants if it exceeds 20% ownership.

During the six months ended January 31, 2026, 2025 Convertible Notes with a principal value of $20,000, including interest of $1,483, were converted into 21,483 units. As a result of the conversion, the Company reclassified the carrying value of the converted 2025 Convertible Notes of $19,349, together with the balance of the $1,503 equity portion of convertible notes that had been recognized at the date of issuance of the 2025 Convertible Notes to share capital and warrants (Note 7).

During the six months ended January 31, 2026, accretion expense of $63,706 was recorded as accretion of interest, with a corresponding increase in the carrying value of the liability (January 31, 2025 – $19,313).

As of January 31, 2026, the carrying value of the convertible notes was $717,049 (July 31, 2025 – $672,692), of which $nil was classified as non-current (July 31, 2025 – $464,434).

7. SHARE CAPITAL

Authorized share capital

Unlimited number of common shares without par value.

On December 5, 2025, the Company completed the Share Consolidation (Note 1).

As of January 31, 2026, the Company had 8,274,003 (July 31, 2025 – 7,134,895) common shares issued and outstanding.

During the six months ended January 31, 2026

  • The Company completed a non-brokered private placement consisting of 207,625 common shares at a price of $6.30 per share, for gross proceeds of $1,308,038.

In connection with the private placement, the Company paid a cash finder's fee of $130,804 and incurred additional share issuance costs of $7,540.

  • 372,000 stock options were exercised for proceeds of $186,000. In addition, the Company reclassified the grant date fair value of the exercised stock options of $127,927 from stock options reserve to share capital.
  • The Company issued 538,000 common shares with a grant date fair value of $468,450 for the restricted share unit.

Page 16 of 25


Tactical Resources Corp.

Notes to the Financial Statements (unaudited)

For The Six Months Ended January 31, 2026

(Expressed in Canadian Dollars)

7. SHARE CAPITAL (CONTINUED)

Issued share capital (continued)

During the six months ended January 31, 2026 (continued)

  • As discussed in Note 6, the Company issued 21,483 units in connection with the conversion of the 2025 Convertible Notes with a principal value of $20,000, including interest. Each unit consists of one common share of the Company and one share purchase warrant. Each unit consists of:
  • One common share of the Company; and
  • One share purchase warrant, exercisable into an additional common share of the Company at an exercise price of $0.20 for a period of three years.

For accounting purposes, the Company estimated the grant-date fair value of warrants issued upon conversion of the 2025 Convertible Notes using the Black-Scholes option pricing model, with the following assumptions:

  • Risk-free interest rate: 2.58%
  • Expected life: 3 years
  • Expected volatility: 137%
  • Expected dividend yield: 0%

The total fair value of the warrants was $10,100, which was recorded in warrants reserve. The value attributed to the warrants was determined on a relative fair value basis compared to the fair value of the common shares. The remaining balance of $10,752 was recorded as common shares.

During the six months ended January 31, 2025, no share capital transactions occurred.

Obligation to issue shares

As discussed in Note 1, on January 1, 2025, the Company entered into agreements with its directors, officers, and consultants for the issuance of 920,148 common shares of the Company ("Bonus Shares"), of which 414,383 Bonus Shares were allocated to the Company's directors and officers. The Bonus Shares were earned upon the successful filing of the initial filing statement related to the proposed transaction on October 29, 2024, and are to be issued upon a future closing of the proposed transaction. The fair value of the Bonus Shares, totaling $1,173,187, was recorded as share-based payments in the statements of loss and comprehensive loss for the year ended July 31, 2025.

Warrants

The following table summarizes the changes in warrants outstanding during the six months ended January 31, 2026:

Number outstanding Weighted average exercise price ($)
Balance, opening 571,300 12.50
Issued 21,483 1.00
Balance, closing 592,783 12.08

Apart from the discussion above, during the six months ended January 31, 2026 and 2025, no warrants were issued, exercised, or cancelled.

Page 17 of 25


Tactical Resources Corp.

Notes to the Financial Statements (unaudited)

For The Six Months Ended January 31, 2026

(Expressed in Canadian Dollars)

7. SHARE CAPITAL (CONTINUED)

Warrants (continued)

The following summarizes information about warrants outstanding as of January 31, 2026:

Expiry date Exercise price ($) Warrants outstanding Estimated grant date fair value ($) Weighted average remaining contractual life (in years)
May 13, 2026 12.50 571,300 223,498 0.28
October 22, 2028 1.00 21,483 10,100 2.73
592,783 233,598 0.37
Weighted average exercise price ($) 12.08

Incentive Plan

On July 14, 2022, the Board of Directors adopted an omnibus incentive plan as a 20% rolling plan (the "Plan"), pursuant to which the Company may grant stock options and restricted share units ("RSUs") to the Company's directors, officers, employees, and consultants.

Under the Plan, the number of stock options that may be issued is limited to no more than 10% of the Company's issued and outstanding shares immediately prior to the grant. The exercise price of each stock option shall equal the market price of the Company's shares, less any applicable discount, as calculated on the date of grant. Stock options can be granted for a maximum term of 10 years and vest at the discretion of the Board of Directors.

Under the Plan, the number of RSUs that may be issued is limited to no more than 10% of the Company's issued and outstanding shares immediately prior to the grant. The RSUs will be subject to any restriction imposed by the Board of Directors.

Stock Options

The changes in stock options during the six months ended January 31, 2026, are as follows:

Number outstanding Weighted average exercise price ($)
Balance, opening 479,000 0.50
Exercised (372,000) 0.50
Balance, closing 107,000 0.50

Apart from the discussion above, during the six months ended January 31, 2026 and 2025, no options were issued, exercised, or cancelled.

No share-based payments expense arising from stock options was recognized during the six months ended January 31, 2026 and 2025.

Page 18 of 25


Tactical Resources Corp.

Notes to the Financial Statements (unaudited)

For The Six Months Ended January 31, 2026

(Expressed in Canadian Dollars)

7. SHARE CAPITAL (CONTINUED)

Incentive Plan (continued)

  • Stock Options (continued)

The following summarizes information about stock options outstanding and exercisable as of January 31, 2026:

Expiry date Exercise price ($) Options outstanding Options exercisable Estimated grant date fair value ($) Weighted average remaining contractual life (in years)
March 20, 2026 0.50 107,000 107,000 36,796 0.13

Subsequent to January 31, 2026, 107,000 stock options were exercised for proceeds of $53,500, of which $12,500 was received during the six months ended January 31, 2026. The amount received was recorded as share subscriptions received as at January 31, 2026.

  • RSUs

Apart from the discussion above, during the six months ended January 31, 2026 and 2025, no RSUs were issued or cancelled.

The Company determined the fair value of the RSUs issued by using the market price of the Company's common shares on the issuance date.

During the six months ended January 31, 2026, the Company recognized share-based payments expense arising from RSUs of $nil (January 31, 2025 – $282,711).

As of January 31, 2026, a total of 170,000 RSUs were issued and outstanding (July 31, 2025 – 708,000) of which 170,000 were fully vested as of January 31, 2026 (July 31, 2025 – 543,000).

8. RELATED PARTY TRANSACTIONS AND BALANCES

Related party transactions

The Company has determined that key management personnel consist of executive and non-executive members of the Company's Board of Directors and corporate officers as follows:

Related Party Relationship
Ranjeet Sundher CEO and Director
Alnesh Mohan CFO
Matt Chatterton Director
Kuljit (Jeet) Basi Director
J. Garry Clark Director
Mark Mukhija Director
1323552 BC Ltd. A company in which the CEO is a principal
Quantum Advisory Partners LLP A partnership in which the CFO is a partner
Number Eight Management Ltd. A company in which a director is a principal
SVK Metrix Inc. A company in which a director is a principal

Tactical Resources Corp.

Notes to the Financial Statements (unaudited)

For The Six Months Ended January 31, 2026

(Expressed in Canadian Dollars)

8. RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)

Related party transactions (continued)

The following table discloses the total compensation incurred to the Company's key management personnel during the six months ended January 31, 2026, and 2025:

For the six months ended
January 31, 2026 January 31, 2025
$ $
Ranjeet Sundher, CEO and Director
Consulting fees (1) 60,000 60,000
Share-based payments - 201,416
60,000 261,416
Alnesh Mohan, CFO
Professional fees (2) 69,160 65,000
Transaction costs (2) 70,460 110,240
Share-based payments - 97,582
139,620 272,822
Kuljit (Jeet) Basi, Director
Consulting fees (3) 60,000 60,000
Share-based payments - 252,150
60,000 312,150
Matt Chatterton, Director
Share-based payments - 3,339
Mark Mukhija, Director
Share-based payments - 2,079
TOTAL 259,620 851,806

(1) Paid to 1323552 BC Ltd.
(2) Paid to Quantum Advisory Partners LLP. Fees consist of CFO, financial reporting, accounting support services and transaction support services.
(3) Paid to SVK Metrix Inc.


Tactical Resources Corp.

Notes to the Financial Statements (unaudited)

For The Six Months Ended January 31, 2026

(Expressed in Canadian Dollars)

8. RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)

Related party payables

As of January 31, 2026, and July 31, 2025, the amount due to the Company's officers and directors, and any related company controlled by the Company's officers and directors was as follows:

January 31, 2026 July 31, 2025
$ $
Accounts payable and accrued liabilities (Note 4)* 988,433 716,900
Convertible notes (Note 6) 12,749 12,749
Obligation to issue shares (Note 7) 528,338 528,338
1,529,520 1,257,987

*As of January 31, 2026 and July 31, 2025, $662,183 and $525,582, respectively, included in accounts payable and accrued liabilities, were unsecured, non-interest-bearing, and payable on demand.

9. COMMITMENTS

The Company is committed to certain cash payments and share issuances under the Proposed Transaction described in Note 1 and the Sierra Blanca Quarry Project described in Note 3.

10. SEGMENTED INFORMATION

The Company operates in one single reportable segment, being the acquisition and exploration of mineral resource properties. The Company's non-current assets are located as follows:

January 31, 2026 Canada United States
$ $ $
Non-current assets
Deferred acquisition costs 210,000 - 210,000
July 31, 2025 - -
$ $ $
Non-current assets
Deferred acquisition costs 210,000 - 210,000

Tactical Resources Corp.

Notes to the Financial Statements (unaudited)

For The Six Months Ended January 31, 2026

(Expressed in Canadian Dollars)

11. CAPITAL MANAGEMENT

The Company defines its components of shareholders' equity as capital. The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to pursue business opportunities and to maintain a flexible capital structure that optimizes the costs of capital at an acceptable risk.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust capital structure, the Company may consider issuing new shares, and/or issue debt, acquire or dispose of assets, or adjust the amount of cash on hand.

There have been no changes to the Company's approach to capital management at any time during the six months January 31, 2026. The Company is not subject to externally imposed capital requirements.

12. FINANCIAL INSTRUMENTS

Fair value

The carrying values of cash, accounts payable, and accrued liabilities approximate their fair values due to the relatively short period to maturity of these financial instruments. The carrying value of the Company's non-current accounts payable and convertible notes approximates their fair value, as they have been discounted using an interest rate comparable to current market rates.

Financial instruments recorded at fair value on the statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are as follows:

  • Level 1: Unadjusted quoted prices 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 that are not based on observable market data.

As of January 31, 2026, and July 31, 2025, there were no financial assets or liabilities measured and recognized in the statement of financial position at fair value that would be categorized as Level 1, 2 and 3 in the fair value hierarchy above.

Page 22 of 25


Tactical Resources Corp.

Notes to the Financial Statements (unaudited)

For The Six Months Ended January 31, 2026

(Expressed in Canadian Dollars)

12. FINANCIAL INSTRUMENTS (CONTINUED)

Set out below are the Company's financial assets and financial liabilities by category:

Fair value (continued)

| | January 31, 2026
$ | FVTPL
$ | Amortized costs
$ | FVTOCI
$ |
| --- | --- | --- | --- | --- |
| FINANCIAL ASSETS | | | | |
| ASSETS | | | | |
| Cash | 1,186,452 | 1,186,452 | - | - |
| Accounts receivable (exclude GST receivable) | 45,150 | - | 45,150 | - |
| FINANCIAL LIABILITIES | | | | |
| LIABILITIES | | | | |
| Accounts payable and accrued liabilities | (8,295,069) | - | (8,295,069) | - |
| Note payable | (100,000) | - | (100,000) | - |
| Current portion of convertible notes | (717,049) | - | (717,049) | - |
| | July 31, 2025
$ | FVTPL
$ | Amortized costs
$ | FVTOCI
$ |
| FINANCIAL ASSETS | | | | |
| ASSETS | | | | |
| Cash | 64,306 | 64,306 | - | - |
| Accounts receivable (exclude GST receivable) | 37,275 | - | 37,275 | - |
| FINANCIAL LIABILITIES | | | | |
| LIABILITIES | | | | |
| Accounts payable and accrued liabilities | (6,975,599) | - | (6,975,599) | - |
| Current portion of convertible notes | (208,258) | - | (208,258) | - |
| Convertible notes | (464,434) | - | (464,434) | - |

Financial risk management

Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company's exposure to credit risk includes cash.

The Company's cash is held at a large Canadian financial institution in interest bearing accounts. The Company has no investments in asset-backed commercial paper.

The Company's maximum exposure to credit risk is the carrying value of its financial assets.

Management believes that the credit risk concentration with respect to these financial instruments is remote. Cash based in Canada is accessible.


Tactical Resources Corp.

Notes to the Financial Statements (unaudited)

For The Six Months Ended January 31, 2026

(Expressed in Canadian Dollars)

12. FINANCIAL INSTRUMENTS (CONTINUED)

Financial risk management (continued)

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. The Company manages liquidity by maintaining adequate cash balances to meet liabilities as they become due. The Company requires additional financing to fund operation and pay for its current obligations.

The Company's expected source of cash flow in the upcoming year will be through equity financings.

As of January 31, 2026, the Company had cash of $1,186,452 and accounts payable and accrued liabilities of $8,295,069.

The following are the remaining contractual maturities of the financial instruments at the reporting date. The amounts are gross and undiscounted and include contractual interest payments.

| | January 31, 2026
$ | Less than 1 year
$ | 1 to 2 years
$ | 3 to 5 years
$ | More than 5 years
$ |
| --- | --- | --- | --- | --- | --- |
| Accounts payable and accrued liabilities | 8,295,069 | 8,295,069 | - | - | - |
| Note payable | 100,000 | 100,000 | - | - | - |
| Convertible notes | 822,800 | 822,800 | - | - | - |
| | 9,217,869 | 9,217,869 | - | - | - |

Market risk

The significant market risks to which the Company is exposed are interest rate risk, currency risk, other price risk, and commodity price risk.

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. As of January 31, 2026, the Company's cash is placed in an interest-free account at a Canadian chartered bank and does not hold any variance interest-bearing debt; as a result, the Company is not subject to any risks due to the fluctuation of the interest rate.

Page 24 of 25


Tactical Resources Corp.

Notes to the Financial Statements (unaudited)

For The Six Months Ended January 31, 2026

(Expressed in Canadian Dollars)

12. FINANCIAL INSTRUMENTS (CONTINUED)

Financial risk management (continued)

Currency risk

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 ("CA$"). The Company has not entered into any foreign currency contracts to mitigate the risk.

The Company's accounts payable is held in CA$ and United States dollars ("US"); therefore, US accounts are subject to fluctuation against the CA$.

The Company's financial instruments were denominated as follows as of January 31, 2026.

CA$ US$
Cash 1,186,452 -
Accounts receivable (exclude GST receivable) 45,150 -
Accounts payable and accrued liabilities (2,733,474) (4,084,902)
Note payable (100,000) -
Current portion of convertible notes (717,049) -
(2,318,921) (4,084,902)
Rate to convert to $1.00 CA$ 1.00 1.36
Equivalent to CA$ (2,318,921) (5,561,594)

Based on the above net exposures as of January 31, 2026, and assuming that all other variables remain constant, a 10% change of the CA$ against the US would change profit or loss by approximately $560,000.

Other price risk

The Company is exposed to price risk with respect to commodity prices. The Company's ability to raise capital to fund exploration and development activities may be subject to risks associated with fluctuations in the market price of commodities. The Company is not exposed to significant other price risk.

Page 25 of 25