Tocvan Ventures Corp. — Interim / Quarterly Report 2025

Apr 30, 2025

TOCVAN VENTURES CORP.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the Three and Six Months Ended
February 28, 2025 and February 29, 2024
(Unaudited - Expressed in Canadian Dollars)

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TOCVAN VENTURES CORP.

NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM CONSOLIDATED 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 accompanying condensed interim consolidated financial statements of Tocvan Ventures Corp. (the "Company") have been prepared by management and approved by the Board of Directors of the Company. The Company's independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.

April 29, 2025

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TOCVAN VENTURES CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited - Expressed in Canadian Dollars)

	February 28, 2025	August 31, 2024
ASSETS
CURRENT	$	$
Cash	186,841	101,639
Receivables (Note 5)	430,897	60,785
Prepaid expenses (Note 6)	229,486	42,430
Financial assets (Note 4)	1,218,635	678,395
TOTAL CURRENT ASSETS	2,065,859	883,249
Financial assets – non-current (Note 4)	677,233	452,339
Exploration and evaluation assets (Note 3)	9,833,111	8,834,758
TOTAL ASSETS	12,576,203	10,170,346
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT
Accounts payable and accrued liabilities (Note 7)	1,036,526	879,269
Due to related parties (Note 10)	805,036	603,459
Debenture payable (Notes 4,9)	933,583	775,205
TOTAL CURRENT LIABILITIES	2,775,145	2,257,933
SHAREHOLDERS’ EQUITY
Share capital (Note 8)	16,776,228	13,990,750
Reserves (Notes 4,8)	2,905,425	2,360,247
Deficit	(9,880,595)	(8,438,584)
TOTAL SHAREHOLDERS’ EQUITY	9,801,058	7,912,413
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	12,576,203	10,170,346

Nature and continuance of operations (Note 1)

Subsequent events (Notes 3, 9 and 14)

"Brodie Sutherland"
Director

"Greg Ball"
Director

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

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TOCVAN VENTURES CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Unaudited - Expressed in Canadian Dollars)

	Three months ended		Six months ended
	February 28, 2025	February 29, 2024
(As Restated, Note 13)	February 28, 2025	February 29, 2024
(As Restated, Note 13)
EXPENSES	$	$	$	$
Advertising and promotion	235,824	33,349	267,439	87,527
Audit and accounting	1,643	27,061	23,259	29,122
Consulting (Note 10)	312,250	115,500	421,737	228,000
Legal	6,040	9,112	7,540	25,933
Management fees (Note 10)	12,000	12,000	24,000	24,000
Meals and entertainment	–	–	–	959
Office and miscellaneous	112,920	9,438	123,145	23,962
Regulatory fees	15,217	16,618	29,606	31,985
Share-based compensation (Notes 8,10)	500,892	24,609	503,790	279,244
Travel	16,873	9,947	23,845	13,468
Operating expenses	(1,213,659)	(257,634)	(1,424,361)	(744,200)
Other gain (loss)
Foreign exchange gain (loss)	78,598	(9,528)	124,304	(12,033)
Interest expense	(3,523)	(4,736)	(7,086)	(11,400)
Realized gain (loss) on financial assets (Note 4)	62,775	(311,543)	125,735	(533,075)
Unrealized gain (loss) on financial assets (Note 4)	204,738	279,067	(94,982)	221,331
Unrealized gain (loss) on debenture payable (Note 9)	(69,735)	145,662	(165,621)	612,629
Realized loss on debenture payable (Note 9)	–	(373,320)	–	(693,570)
Net loss and comprehensive loss for the period	(940,806)	(532,032)	(1,442,011)	(1,160,318)
Loss per share, basic and diluted	(0.02)	(0.01)	(0.03)	(0.03)
Weighted average number of shares outstanding – basic and diluted	56,216,589	42,926,666	53,872,507	41,600,975

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

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TOCVAN VENTURES CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited - Expressed in Canadian dollars)

	Share Capital
	Number of Shares	Amount	Reserves	Deficit	Total Equity
		$	$	$	$
Balance at August 31, 2023 (As Restated – Note 13)	39,985,108	10,378,754	1,945,929	(7,267,121)	5,057,562
Shares issued on conversion of debenture payable	1,683,600	1,380,552	–	–	1,380,552
Shares issued for exploration and evaluation assets	525,000	210,000	–	–	210,000
Shares issued for interest	16,364	6,459	–	–	6,459
Units issued for cash	1,500,333	643,138	32,013	–	675,151
Share issuance costs	–	78,338	17,723	–	96,061
Share-based compensation	–	–	279,244	–	279,244
Loss for the period	–	–	–	(1,160,318)	(1,160,318)
Balance at February 29, 2024 (As Restated, Note 13)	43,710,405	12,697,241	2,274,909	(8,427,439)	6,544,711
		$	$	$	$
Balance at August 31, 2024	51,472,019	13,990,750	2,360,247	(8,438,584)	7,912,413
Shares issued for exploration and evaluation assets	500,000	260,000	–	–	260,000
Shares issued on exercise of finders’ warrants	38,595	13,508	–	–	13,508
Shares issued on exercise of subscribers’ warrants	28,500	14,250	–	–	14,250
Shares issued for interest	28,658	14,329	–	–	14,329
Shares issued for service	431,250	207,000	–	–	207,000
Units issued for financial asset	4,012,500	1,242,881	–	–	1,242,881
Units issued for cash	2,382,473	1,130,865	12,722	–	1,143,587
Share issuance cost	–	(97,355)	28,666	–	(68,689)
Share-based compensation	–	–	503,790	–	503,790
Loss for the period	–	–	–	(1,442,011)	(1,442,011)
Balance at February 28, 2025	58,893,995	16,776,228	2,905,425	(9,880,595)	9,801,058

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

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TOCVAN VENTURES CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited - Expressed in Canadian dollars)

| | February 28, 2025 | February 29, 2024
(As Restated, Note 13) |
| --- | --- | --- |
| CASH FLOWS USED IN OPERATING ACTIVITIES | $ | $ |
| Net loss | (1,442,011) | (1,160,318) |
| Items not involving cash | | |
| Interest expense | 7,086 | 11,400 |
| Foreign exchange | (138,182) | (286) |
| Share-based compensation | 503,790 | 279,244 |
| Unrealized loss (gain) on financial assets | 94,982 | (221,331) |
| Realized loss (gain) on financial assets | (125,735) | 533,075 |
| Unrealized loss (gain) on convertible debenture | 165,621 | (612,629) |
| Realized loss on convertible debenture | – | 693,570 |
| Changes in non-cash working capital items | | |
| Receivables | (304,942) | 160 |
| Due to related parties | 251,471 | (67,838) |
| Prepaid expenses | (187,056) | (1,299) |
| Accounts payable and accrued liabilities | 40,572 | (184,972) |
| Net cash used in operating activities | (1,134,404) | (731,224) |
| CASH FLOWS FROM FINANCING ACTIVITIES | | |
| Proceeds from issuance of units | 1,143,587 | 675,150 |
| Share issuance costs | (68,689) | (60,615) |
| Proceeds from warrants exercised | 27,758 | – |
| Receipts from settlement of financial assets | 443,331 | 698,896 |
| Net cash provided by financing activities | 1,545,987 | 1,313,431 |
| CASH FLOWS USED IN INVESTING ACTIVITIES | | |
| Exploration and evaluation asset expenditures | (333,740) | (555,706) |
| Net cash used in investing activities | (333,740) | (555,706) |
| Change in cash | 77,843 | 26,501 |
| Effect of exchange rate changes on cash | 7,359 | 50 |
| Cash, beginning | 101,639 | 20,825 |
| Cash, ending | 186,841 | 47,376 |

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

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TOCVAN VENTURES CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS – continued

(Unaudited - Expressed in Canadian dollars)

| | February 28, 2025 | February 29, 2024
(As Restated, Note 13) |
| --- | --- | --- |
| SUPPLEMENTAL CASH FLOW INFORMATION | | |
| Exploration and evaluation assets included in: | $ | $ |
| Accounts payable | (226,739) | 16,908 |
| Due to related party | 177,874 | 544,923 |
| Reconciliation of cash by currency type (in Canadian dollars equivalent): | | |
| In CAD | 70,843 | 31,317 |
| In USD | 107,258 | 16,015 |
| In MXN | 8,740 | 44 |
| Cash, ending | 186,841 | 47,376 |
| NON-CASH TRANSACTIONS | | |
| Units issued for financial assets | 1,242,881 | – |
| Shares issued for exploration and evaluation assets | 260,000 | 210,000 |
| Shares issued on conversion of debenture payable | – | 1,380,552 |
| Shares issued for interest | 14,329 | 6,459 |
| Shares issued for service | 207,000 | – |

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

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TOCVAN VENTURES CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended February 28, 2025 and February 29, 2024

(Unaudited - Expressed in Canadian dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

Tocvan Ventures Corp. (the “Company”) was incorporated on May 23, 2018, under the Alberta Business Corporations Act. The Company’s shares trade on the Canadian Securities Exchange (the “CSE”) under the symbol “TOC” and on OTC QB under the symbol “TCVNF”.

The Company’s head office address is Suite 820 – 1130 West Pender St., Vancouver, British Columbia V6E 4A4, Canada. The registered and records office address is Suite 1150, 707 - 7th Avenue S.W., Calgary, Alberta T2P 3H6, Canada.

On September 15, 2020, the Company incorporated, under the laws of Mexico, a wholly-owned subsidiary, Burgencio S.A. de C.V. (“Burgencio”). Burgencio’s office address is Blvd. Morelos No, 639, Col. Bachoco, C.P. 83148, Hermosillo, Sonora, Mexico.

The Company is engaged in the acquisition, exploration and development of mineral properties. At February 28, 2025, the Company had not yet determined whether its properties contain reserves that are economically recoverable. The recoverability of amounts shown for exploration and evaluation assets and related deferred exploration costs 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, and upon future profitable production from the exploration and evaluation assets or proceeds from the disposition of the exploration and evaluation asset.

These condensed interim consolidated financial statements have been prepared with the going concern assumption, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations. At February 28, 2025, the Company had an accumulated deficit of $9,880,595 and is expected to incur further losses. The Company will require additional equity financing to continue developing its business and to meet its obligations. While the Company has been successful at raising additional equity financing in the past, there is no guarantee that it will continue to do so in the future, which results in a material uncertainty that casts significant doubt on the Company’s ability to continue as a going concern.

The Company's ability to continue its operations and to realize its assets at their carrying values is dependent upon obtaining additional financing and generating revenues sufficient to cover its operating costs. These condensed interim consolidated financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in these condensed interim consolidated financial statements. These adjustments could be material.

2. STATEMENT OF COMPLIANCE AND BASIS OF PRESENTATION

Statement of compliance

These condensed interim consolidated financial statements have been prepared in accordance with accounting policies consistent with IFRS® Accounting Standards (“IFRS”) and IAS 34 – Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). The condensed interim consolidated financial statements, prepared in conformity with accounting policies consistent with IAS 34, follow the same accounting principles and methods of application as the most recent audited consolidated financial statements. Since the condensed

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TOCVAN VENTURES CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended February 28, 2025 and February 29, 2024

(Unaudited - Expressed in Canadian dollars)

interim consolidated financial statements do not include all disclosures required by the IFRS, they should be read in conjunction with the Company's audited consolidated financial statements for the year ended August 31, 2024.

These condensed interim consolidated financial statements were authorized for issue by the Board of Directors on April 29, 2025.

Basis of preparation

These condensed interim consolidated financial statements have been prepared on a historical cost basis. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

The condensed interim consolidated financial statements of the Company are presented in Canadian dollars, unless otherwise stated, which is the functional currency of the Company and its subsidiary, Burgencio. The functional currency is determined to be the currency of the primary economic environment in which the Company and Burgencio operate.

Reclassification

Certain comparative figures within the Statements of Cash Flows have been reclassified to conform to the current year's presentation. These reclassifications had no effect on the reported results of operations.

Basis of consolidation

These condensed interim consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiary, Burgencio. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of the subsidiaries are included in the condensed interim consolidated financial statements from the date that control commences until the date that control ceases. All intercompany transactions and balances have been eliminated. Where necessary, adjustments are made to the financial statements of the subsidiary to bring its accounting policies in-line with those used by the Company.

Use of estimates, assumptions, and judgments

The preparation of condensed interim consolidated financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of expenses during the reporting year. Significant areas requiring the use of management estimates relate to provisions for restoration and environmental obligations and contingent liabilities, share-based compensation, deferred taxes, and the valuation and remeasurement of the financing transactions.

The preparation of condensed interim consolidated financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments applying to the Company's condensed interim consolidated financial statements include:

1) the classification/allocation of expenses as exploration and evaluation expenditures or operating expenses;
2) the determination that the Company will continue as a going concern for the next years;
3) the determination whether there have been any events or changes in circumstances that indicate the impairment of its exploration and evaluation assets; and

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TOCVAN VENTURES CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended February 28, 2025 and February 29, 2024

(Unaudited - Expressed in Canadian dollars)

4) classification of financial instruments issued in the financing transactions as liabilities or equity.

3. EXPLORATION AND EVALUATION ASSETS

Title to exploration and evaluation assets

Title to exploration and evaluation (“E&E”) asset interests involve certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral claims. The Company has investigated title to its exploration and evaluation assets and, to the best of its knowledge, title to all of its interests are in good standing. However, this should not be construed as a guarantee of title. The concessions may be subject to prior claims, agreements or transfers and rights of ownership may be affected by undetected defects.

Period ended February 28, 2025	Pilar	El Picacho	Total
Acquisition costs	$	$	$
Balance, August 31, 2024	3,714,454	642,735	4,357,189
Option payments accrued	–	180,527	180,527
Shares issued	260,000	–	260,000
Property taxes accrued	24,867	–	24,867
Balance, February 28, 2025	3,999,321	823,262	4,822,583
Deferred exploration expenditures
Balance, August 31, 2024	3,852,762	624,807	4,477,569
Geologist fees and assays	494,253	38,706	532,959
Balance, February 28, 2025	4,347,015	663,513	5,010,528
Total E&E assets, February 28, 2025	8,346,336	1,486,776	9,833,111
Year ended August 31, 2024	Pilar	El Picacho	Total
---	---	---	---
Acquisition costs	$	$	$
Balance, August 31, 2023	2,640,000	196,789	2,836,789
Cash	468,574	106,362	574,936
Option payments accrued	275,880	339,584	615,464
Shares issued	330,000	–	330,000
Balance, August 31, 2024	3,714,454	642,735	4,357,189
Deferred exploration expenditures
Balance, August 31, 2023	2,965,862	523,494	3,489,356
Geologist fees and assays	886,900	61,884	948,784
Other exploration expenses	–	39,429	39,429
Balance, August 31, 2024	3,852,762	624,807	4,477,569
Total E&E assets, August 31, 2024	7,567,216	1,267,542	8,834,758

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TOCVAN VENTURES CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended February 28, 2025 and February 29, 2024

(Unaudited - Expressed in Canadian dollars)

Pilar Project, Sonora, Mexico

On September 22, 2019, the Company signed an option agreement (the "Pilar Agreement") to acquire 51% of the Pilar Gold Project in the state of Sonora, Mexico (the "Pilar Project") from Colibri Resource Corp. ("Colibri"). The agreement was amended on August 31, 2021, and the updated conditions are as follows:

	Cash payment	Exploration work	Shares
September 22, 2019	$125,000 (paid)	$Nil	2,000,000 (issued)
September 21, 2020	$125,000 (paid)	$175,000 (completed)	1,000,000 (issued)
September 21, 2021	$25,000 (paid)	$425,000 (completed)	1,000,000 (issued)
September 21, 2022	$75,000 (paid)	$400,000 (completed)	1,000,000 (issued)
September 21, 2023	$75,000 (paid)	$500,000 (completed)	–
September 21, 2024	–	$500,000 (completed)	–
TOTAL	$425,000	$2,000,000	5,000,000

On December 19, 2023, in accordance with the anti-dilution provision included in the Pilar Agreement, the Company issued to Colibri 525,000 common shares valued at $210,000, which was included in acquisition costs. The anti-dilution provision expired on September 22, 2024.

As at February 28, 2025, the Company owns 51% of the Pilar Project, as initially acquired under the Pilar Agreement, as all commitments and conditions of the option agreement had been completed. Furthermore, the Company has elected to enter into a joint venture with Colibri for the remaining portion (49%) of the area and continues negotiating a definitive joint venture agreement as of this date.

Pilar Landholding Expansion

On October 17, 2023, the Company entered into a definitive agreement (the "SV Agreement") with Suaqui Verde Properties ("SVP"), a Mexican entity, for an option to acquire a 100% interest in certain mining concessions consisting of 2,173 hectare contiguous land immediately adjacent and north of Pilar Project. Under the terms of the SV Agreement, the Company agreed to the following commitments:

	Cash payment	Exploration work	Shares
On closing	US$250,000 (paid)	US$Nil	Nil
Six months after closing	US$200,000 (paid)(1)	US$Nil	250,000 (issued)
1st anniversary	US$Nil	US$100,000 (completed)	500,000 (issued)
2nd anniversary	US$1,050,000	US$150,000 (completed)	500,000
3rd anniversary	US$1,150,000	US$250,000	750,000
4th anniversary	US$650,000	US$250,000	250,000
5th anniversary	US$700,000	US$250,000	250,000
TOTAL	US$4,000,000	US$1,000,000	2,500,000

(1) Paid subsequent to February 28, 2025

SVP retains a 2% NSR. After the initial five-year period, the Company has the right to elect to extend the Agreement by another ten years by starting advance royalty payments or purchase full title ownership through an additional payment of US$500,000.

On December 1, 2023, and December 18, 2023, the Company paid a total of $341,175 (US$250,000) in relation to the cash commitments under the SV Agreement.

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TOCVAN VENTURES CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended February 28, 2025 and February 29, 2024

(Unaudited - Expressed in Canadian dollars)

On August 8, 2024, the Company issued 250,000 common shares valued at $120,000, representing the six-month option payment according to the SV Agreement.

On December 27, 2024, the Company issued an additional 500,000 common shares valued at $260,000, representing the first anniversary option payment according to the SV Agreement.

As at February 28, 2025, the Company accrued an additional $24,867 for property surface taxes associated with the Pilar Project’s expansion claims.

Subsequent to February 28, 2025, the Company paid US$200,000 in relation to the cash commitments under the SV Agreement.

During the six months ended February 28, 2025, the Company incurred a total of $494,253 in deferred exploration expenses on the Pilar Project.

El Picacho Project, Sonora, Mexico

On June 7, 2021, the Company signed a letter of commitment (the “Millrock Agreement”) to purchase El Picacho Project (“El Picacho Project”) from Recursos Millrock S. de R.L. de C.V. (“Millrock”). On signing of the letter of commitment, the Company made an initial payment of $94,196 (US$78,000).

On September 15, 2021, the Company entered into an assignment agreement (the “Suarez Assignment”) with Millrock for an initial five-year option to acquire El Picacho property from the property owners, Suarez Brothers, within the Caborca Orogenic Gold Belt in Sonora, Mexico. El Picacho Project consists of 12 mining concessions totaling 2,395 hectares.

To acquire 100% interest in El Picacho Project, the Company is required to pay Suarez Brothers US$1,985,600 and an additional payment of US$60,000 will be required to gain surface rights to use the Picacho Ranch. Both payments are to be paid in a series of instalments ending on June 11, 2026. Millrock is to retain a 2% NSR with the option for the Company to purchase back 1% for US$1,000,000. Upon full execution of the Option Agreement and completion of all cash payments, an Annual Advance Minimum Royalty (“AAMR”) of US$25,000 will be paid to Millrock, doubling each year until the start of production. AAMR payments will be subtracted from royalty payments on commencement of production.

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TOCVAN VENTURES CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended February 28, 2025 and February 29, 2024

(Unaudited - Expressed in Canadian dollars)

A summary of the commitments under the Suarez Assignment to acquire El Picacho Project and surface rights is as follows:

	Option payment	Surface rights payment
Closing	US$5,000 (paid by Millrock)	US$6,000 (paid by Millrock)
Six months after closing	US$Nil	US$6,000 (paid)
1st anniversary	US$21,400 (paid)	US$6,000 (paid)
Six months after 1st anniversary	US$21,400 (paid)	US$6,000 (paid)
2nd anniversary	US$21,400 (paid)	US$6,000 (paid)
Six months after 2nd anniversary	US$21,400 (paid)	US$6,000 (paid)
3rd anniversary	US$41,400 (paid)	US$6,000 (paid)
(extended)	US$208,600(accrued)
Six months after 3rd anniversary	US$Nil	US$6,000
4th anniversary	US$650,000	US$6,000
Six months after 4th anniversary	US$Nil	US$6,000
5th anniversary	US$1,000,000	US$6,000
TOTAL	US$1,990,600	US$66,000

During the six months ended February 28, 2025, the Company incurred a total of $38,706 in deferred exploration expenses on the El Picacho Project.

4. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS

The continuity table below summarizes, as at February 28, 2025 and August 31, 2024, the financial assets associated with Sorbie Bornholm LP ("Sorbie") equity swap agreements dated April 24, 2024 and December 10, 2024:

Financial assets at fair value through profit and loss	February 28, 2025	August 31, 2024
	$	$
Balance, beginning of the period	1,130,734	1,355,240
Addition	1,242,882	1,116,398
Cash settlement payments	(443,331)	(1,336,723)
Change in cash receivable subsequent to the end of the period	(65,170)	74,802
Realized gain (loss) on financial assets	125,735	(828,685)
Unrealized gain (loss) from change in fair value of financial assets	(94,982)	749,702
Balance, end of the period	1,895,868	1,130,734

April 24, 2024, Equity Swap Agreement with Sorbie Bornholm LP

On April 24, 2024, the Company entered into a financing transaction (the "Sorbie 3 Transaction") with Sorbie whereby the Company agreed to issue 4,585,714 units (the "Sorbie 3 Units") for a total consideration of $1,500,000. The Sorbie 3 Units consisted of one common share at $0.35 and one share purchase warrant entitling Sorbie to purchase one additional common share at $0.50 until April 24, 2027.

The $1,500,000 to be received for the Sorbie 3 Units are being paid out in 24 monthly cash payments (the "Sorbie 3 Settlements") that were measured against a benchmark price of $0.48 per share (the "Sorbie 3 Benchmark") with a set number of shares totaling $1,500,000 at Sorbie 3 Benchmark.

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TOCVAN VENTURES CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended February 28, 2025 and February 29, 2024

(Unaudited - Expressed in Canadian dollars)

The actual cash paid out under each Sorbie 3 Settlement is determined based on a VWAP for 20 trading days prior to the Sorbie 3 Settlements. If the measured share price is above the Sorbie 3 Benchmark, the Company receives more than 100% of the expected Sorbie 3 Settlements. However, if the share price is below the Sorbie 3 Benchmark, the Company receives less than 100% of the Sorbie 3 Settlements.

To determine the fair value of the Sorbie 3 Settlements the Company used Monte Carlo Simulation. Based on the terms of the Sorbie 3 Settlements, the Company calculated the expected future VWAP of the Company's share price at each Sorbie 3 Settlement date, multiplied by the number of predetermined shares per the payment schedule and then discounted using the risk-free rate to determine the present value of the future cash flows. The Company used the following assumptions to determine the initial value of the Sorbie 3 Settlements at April 24, 2024, and to revalue the remaining value of Sorbie 3 Settlements at February 28, 2025:

As at	February 28, 2025	April 24, 2024
Sorbie 3 Benchmark	$0.48	$0.48
Total number of Sorbie 3 Settlements	14	24
Share price on the valuation date	$0.53	$0.355
Volatility	50%	65.00%
Risk-free rate	4.30%	4.27%
Fair value of expected Sorbie 3 Settlements	$576,853	$1,116,398

To determine the allocation of the fair value of the Sorbie 3 Settlements, the Company analyzed Sorbie 3 Units under guidance available under IFRS 9 and IAS 32. The Company determined that Sorbie 3 Units were equity instruments, and the fair value of Sorbie 3 Settlements was allocated to share capital. The warrants were valued using the residual method, whereby the fair value of Sorbie 3 Settlements was first allocated to the shares, with the remaining value assigned to the warrants. The warrants issued as part of the Sorbie 3 Units were determined to have a $Nil value.

Securities Issued	Quantity	Fair Value	Allocation	Prorated Value
		$		$
Common shares	4,585,714	1,627,928	100%	1,116,398
Warrants	4,585,714	-	residual value	-
Total		1,627,928		1,116,398

During the six months ended February 28, 2025, the Company received a total of $386,081 (February 29, 2024–$191,442) in Sorbie 3 Settlements and, at February 28, 2025, had a further $64,453 (August 31, 2024 – $55,534) recorded as receivable.

The difference between Sorbie 3 Settlement's fair value as at the initial recognition on April 24, 2024, and the actual cash received is recorded as realized gain or loss on financial assets. For the six months ended February 28, 2025, the Company recorded a realized gain on settlement of $117,252 (February 29, 2024 – $118,888 loss).

At February 28, 2025, the fair value of the future Sorbie 3 Settlements was determined to be $576,853 (August 31, 2024 – $1,130,734). The difference between the initial valuation of the Sorbie 3 Settlements and their value at the reporting date is recorded as unrealized gain or loss. For the period ended February 28, 2025, the Company recognized $276,133 unrealized loss due to the revaluation of Sorbie 3 Settlements (February 29, 2024–$Nil).

12 | Page

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TOCVAN VENTURES CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended February 28, 2025 and February 29, 2024

(Unaudited - Expressed in Canadian dollars)

December 10, 2024, Equity Swap Agreement with Sorbie Bornholm LP

On December 10, 2024, the Company entered into a financing transaction (the "Sorbie 4 Transaction") with Sorbie whereby the Company agreed to issue 4,012,500 units (the "Sorbie 4 Units") for a total consideration of $1,800,000. The Sorbie 4 Units consisted of one common share at $0.48 and one share purchase warrant entitling Sorbie to purchase one additional common share at $0.75 until December 10, 2027.

The $1,800,000 to be received for the Sorbie 4 Units are being paid out in 24 monthly cash payments (the "Sorbie 4 Settlements") that were measured against a benchmark price of $0.66 per share (the "Sorbie 4 Benchmark") with a set number of shares totaling $1,800,000 at Sorbie 4 Benchmark.

The actual cash paid out under each Sorbie 4 Settlement is determined based on a VWAP for 20 trading days prior to the Sorbie 4 Settlements. If the measured share price is above the Sorbie 4 Benchmark, the Company receives more than 100% of the expected Sorbie 4 Settlements. However, if the share price is below the Sorbie 4 Benchmark, the Company receives less than 100% of the Sorbie 4 Settlements.

To determine the fair value of the Sorbie 4 Settlements the Company used Monte Carlo Simulation. Based on the terms of the Sorbie 4 Settlements, the Company calculated the expected future VWAP of the Company's share price at each Sorbie 4 Settlement date, multiplied by the number of predetermined shares per the payment schedule and then discounted using the risk-free rate to determine the present value of the future cash flows. The Company used the following assumptions to determine the initial value of the Sorbie 4 Settlements at December 10, 2024, and to revalue the remaining value of Sorbie 4 Settlements at February 28, 2025:

As at	February 28, 2025	December 10, 2024
Sorbie 4 Benchmark	$0.66	$0.66
Total number of Sorbie 4 Settlements	22	24
Share price on the valuation date	$0.53	$0.46
Volatility	64.46%	66.37%
Risk-free rate	2.57%	2.89%
Fair value of expected Sorbie 4 Settlements	$1,319,015	$1,242,882

To determine the allocation of the fair value of the Sorbie 4 Settlements, the Company analyzed Sorbie 4 Units under guidance available under IFRS 9 and IAS 32. The Company determined that Sorbie 4 Units were equity instruments, and the fair value of Sorbie 4 Settlements was allocated to share capital. The warrants were valued using the residual method, whereby the fair value of Sorbie 4 Settlements was first allocated to the shares, with the remaining value assigned to the warrants. The warrants issued as part of the Sorbie 4 Units were determined to have a $Nil value.

Securities Issued	Quantity	Fair Value	Allocation	Prorated Value
		$		$
Common shares	4,012,500	2,126,625	100%	1,242,882
Warrants	4,012,500	–	residual value	–
Total		2,126,625		1,242,882

During the six months ended February 28, 2025, the Company received a total of $57,250 (February 29, 2024–$Nil) in Sorbie 4 Settlements and recorded $56,250 as receivable. The difference between Sorbie 4 Settlement's fair value as at the initial recognition on December 10, 2024, and the actual cash received is recorded as realized gain or

13 | Page

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TOCVAN VENTURES CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended February 28, 2025 and February 29, 2024

(Unaudited - Expressed in Canadian dollars)

loss on financial assets. For the six months ended February 28, 2025, the Company recorded a realized gain on settlement of $8,483 (February 29, 2024–$Nil).

At February 28, 2025, the fair value of the future Sorbie 4 Settlements was determined to be $1,319,015 (August 31, 2024 – $Nil). The difference between the initial valuation of the Sorbie 4 Settlements and their value at the reporting date is recorded as unrealized gain or loss. For the period ended February 28, 2025, the Company recognized $181,151 unrealized gain due to the revaluation of Sorbie 4 Settlements (February 29, 2024–$Nil).

Sensitivity Analysis

The following table illustrates the impact of a 10% increase and a 10% decrease in the Company’s share price on the fair value of the financial assets and financial liabilities from Sorbie transactions:

	Fair Value at February 28, 2025	10% Share Price Increase	10% Share Price Decrease
	$	$	$
Sorbie 3, April 24, 2024	576,853	573,721	573,986
Sorbie 4, December 10, 2024	1,319,015	1,443,397	1,181,256

5. RECEIVABLES

	February 28, 2025	August 31, 2024
	$	$
Sorbie Settlements receivable	120,703	55,534
Subscription receivable	288,000	-
GST receivable	22,194	5,251
	430,897	60,785

6. PREPAID EXPENSES

	February 28, 2025	August 31, 2024
	$	$
Regulatory fees	7,155	17,930
Advertising and promotion	204,494	24,500
Consulting fees	7,000	-
Management fees	10,837	-
	229,486	42,430

7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	February 28, 2025	August 31, 2024
	$	$
Accounts payable	998,172	744,429
Accrued liabilities	38,354	134,840
	1,036,526	879,269

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TOCVAN VENTURES CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended February 28, 2025 and February 29, 2024

(Unaudited - Expressed in Canadian dollars)

8. SHARE CAPITAL

Authorized and issued

The authorized share capital consists of an unlimited number of common shares without par value (the "Common Shares") and an unlimited number of shares designated as preferred shares. At February 28, 2025, the Company had 58,893,995 common shares (August 31, 2024 – 51,472,019) and no preferred shares issued and outstanding.

Shares issued during the six months ended February 28, 2025

On October 18, 2024, the Company issued 38,595 common shares on exercise of finders' warrants at $0.35 for gross proceeds of $13,508.

On October 21, 2024, the Company issued 28,500 common shares on exercise of subscribers' warrants at $0.50 for gross proceeds of $14,250.

On December 10, 2024, the Company issued 4,012,500 units to Sorbie ("Sorbie 4") in exchange for the Sorbie 4 Settlement payments over the 24 months pursuant to the terms and conditions of Sorbie 4 Transaction. Each unit consisted of one common share and one common share purchase warrant, which entitles the holder to acquire one additional common share at an exercise price of $0.75 for a period of 36 months, expiring on December 10, 2027. The units were valued based on the fair value of expected Sorbie 4 Settlements, which was determined to be $1,242,881 using Monte Carlo Simulation (Note 4). In relation to the financing arrangement, the Company incurred a total of $10,000 in legal fees and $5,641 in financing fees.

On December 10, 2024, the Company closed a non-brokered private placement, issuing 636,083 units for gross proceeds of $305,320 priced at $0.48 per unit. Each unit consisted of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one common share at $0.75 per share for 36 months, expiring on December 10, 2027. A total of $12,722 was allocated to warrant reserves using the residual method.

In relation to the private placement, the Company paid $7,500 in legal fees and $24,696 in finders' fees. In addition, the Company issued 51,450 finders' warrants valued at $10,656. Each finders' warrant entitles the holder to acquire one additional common share at $0.48 per share exercisable within 36 months from the closing date. The finders' warrants were valued using Black Scholes Option Pricing Model with the following assumptions:

Share price	$0.46
Exercise price	$0.48
Exercise term	36 months
Risk free rate	2.85%
Volatility	67.02%

On December 27, 2024, the Company issued an additional 500,000 common shares valued at $260,000, representing the first anniversary share issuance commitment according to the SV Agreement.

On February 11, 2025, the Company issued 28,658 common shares valued at $14,329 to settle its interest payable on Sorbie Notes.

On February 18, 2025, the Company closed a non-brokered private placement, issuing 1,746,390 units for gross proceeds of $838,267 priced at $0.48 per unit. Each unit consisted of one common share and one common share

15 | Page

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TOCVAN VENTURES CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended February 28, 2025 and February 29, 2024

(Unaudited - Expressed in Canadian dollars)

purchase warrant. Each warrant entitles the holder to acquire one common share at $0.75 per share, expiring 36 months from the closing date on February 18, 2028.

In relation to the private placement, the Company paid $9,750 in legal fees and incurred $39,744 in finders' fees. In addition, the Company issued 82,800 finders' warrants valued at $18,010. Each finders' warrant entitles the holder to acquire one additional common share at $0.48 per share, exercisable within 36 months from the closing date on February 18, 2028. As at February 28, 2025, $288,000 in subscription funds remained receivable (Note 5).

The finders' warrants were valued using Black Scholes Option Pricing Model with the following assumptions:

Share price	$0.48
Exercise price	$0.48
Exercise term	36 months
Risk free rate	2.80%
Volatility	65.48%

On February 18, 2025, the Company issued 431,250 units to various consultants for services rendered valued at $207,000. Each unit consisted of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one common share at $0.75 per share, expiring 36 months from the closing date.

Shares issued during the year ended August 31, 2024

On November 1, 2023, the Company issued 854,000 common shares to Sorbie upon the conversion of 700 Sorbie Notes, with a fair value of $380,030 (Note 9).

On November 28, 2023, the Company closed the first tranche of a non-brokered private placement issuing 820,000 units for gross proceeds of $369,000. Each unit consisted of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one additional common share at $0.60 per share exercisable within 24 months from the issuance date. The warrants were valued at $8,200 using the residual method and recorded in reserves.

In connection with the closing of the first tranche of the private placement, the Company paid a total of $32,400 in cash finders' fees, $7,500 in legal fees, and issued 72,000 finders' warrants. Each finders' warrant entitles the holder to acquire one common share at $0.44 per share exercisable within 24 months from the closing of the first tranche. The finders' warrants were valued at $12,733 using Black Scholes Option Pricing Model with the following assumptions:

Share price	$0.44
Exercise price	$0.45
Exercise term	24 months
Risk free rate	4.29%
Volatility	70.70%

On December 11, 2023, the Company closed the second and final tranche of the non-brokered private placement, issuing 680,333 units for gross proceeds of $306,150. Each unit consisted of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one common share at $0.60 per share, for 24 months from the closing date. The warrants were valued at $23,812 using the residual method and recorded in reserves.

16 | Page

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TOCVAN VENTURES CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended February 28, 2025 and February 29, 2024

(Unaudited - Expressed in Canadian dollars)

In relation to the second tranche of the private placement, the Company paid $5,550 in legal fees and $15,165 in finders' fees; in addition, the Company issued 33,700 finders' warrants. Each finders' warrant entitles the holder to acquire one additional common share at $0.45 per share exercisable within 24 months from the closing of the second tranche. The finders' warrants were valued at $5,363 using Black Scholes Option Pricing Model with the following assumptions:

Share price	$0.415
Exercise price	$0.45
Exercise term	24 months
Risk free rate	4.18%
Volatility	70.66%

On December 12, 2023, the Company issued 5,387 common shares valued at $2,397 to settle $2,397 interest payable on Sorbie Notes.

On December 19, 2023, the Company issued 525,000 common shares valued at $210,000 to Colibri in accordance with the anti-dilution clause of the Pilar Agreement (Note 3).

On February 2, 2024, the Company issued 829,600 common shares to Sorbie upon the conversion of 680 Sorbie Notes, with a fair value of $306,952 (Note 9) and 10,977 common shares valued at $4,062 to settle its interest payable on Sorbie Notes.

On April 24, 2024, the Company closed the first tranche of a non-brokered private placement issuing 1,713,800 units at $0.35 per unit for gross proceeds of $599,830. Each unit consisted of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one additional common share at $0.50 per share, exercisable within 36 months from the closing of the first tranche, subject to accelerated expiry provisions. The warrants were valued at $nil using the residual method.

In relation to the private placement, the Company paid a total of $10,000 in legal fees, $52,885 in cash finders' fees, and issued 151,000 finders' warrants exercisable at $0.35 per common share, expiring on April 24, 2027. The finders' warrants were valued at $26,935 using Black Scholes Option Pricing Model with the following assumptions:

Share price	$0.35
Exercise price	$0.35
Exercise term	36 months
Risk free rate	4.16%
Volatility	73.77%

Concurrent with the closing of April 24, 2024 private placement, the Company issued 4,585,714 units to Sorbie in exchange for the Sorbie 3 Settlement payments over the 24 months pursuant to the terms and conditions of Sorbie 3 Transaction. Each unit consisted of one common share and one common share purchase warrant. Each warrant is exercisable at $0.50 per share and expires on April 24, 2027. The units were valued based on the fair value of expected Sorbie 3 Settlements, which was determined to be $1,116,398 using Monte Carlo Simulation (Note 4).

On May 8, 2024, the Company closed its second and final tranche of the non-brokered private placement issuing 1,201,600 units for gross proceeds of $420,560. Each unit consisted of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one additional common share at $0.50 per share, exercisable within 36 months from the closing date. The Company paid $10,000 in legal fees, $11,641 in cash

17 | Page

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TOCVAN VENTURES CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended February 28, 2025 and February 29, 2024

(Unaudited - Expressed in Canadian dollars)

finders' fees, and issued 33,260 finders' warrants exercisable at $0.35 per common share, expiring on May 8, 2027. The finders' warrants were valued at $5,923 using Black Scholes Option Pricing Model with the following assumptions:

Share price	$0.35
Exercise price	$0.35
Exercise term	36 months
Risk free rate	4.06%
Volatility	73.54%

On June 26, 2024, the Company issued 10,500 common shares on the exercise of finders' warrants for gross proceeds of $4,725.

On August 8, 2024, the Company issued 250,000 shares valued at $120,000 to Suaqui Verde Properties in relation to the Pilar landholding expansion (Note 3).

Stock Options

The Company has a rolling stock option plan under which it is authorized to grant options to directors, employees and consultants to acquire up to 10% of the issued and outstanding shares. The exercise price of each option is based on the market price of the Company's stock at the date of grant. The options can be granted for a maximum term of ten years and vest as determined by the Board of Directors.

A summary of option activities is as follows:

	Six months ended February 28, 2025		Year ended August 31, 2024
	Number of Stock Options	Weighted Average Exercise Price	Number of Stock Options	Weighted Average Exercise Price
		$		$
Outstanding, beginning of period	3,362,500	0.58	2,662,500	0.60
Expired	(150,000)	0.40	-	n/a
Granted	1,675,000	0.50	700,000	0.50
Outstanding, ending of period	4,887,500	0.56	3,362,500	0.58
Exercisable, ending of period	4,387,500	0.57	3,262,500	0.58

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TOCVAN VENTURES CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended February 28, 2025 and February 29, 2024

(Unaudited - Expressed in Canadian dollars)

As at February 28, 2025, the following incentive stock options were outstanding:

Number	Exercise Price	Life in Years	Expiry Date	Exercisable
	$
181,250	0.35	0.78	September 11,2025	181,250
281,250	0.40	0.81	September 21, 2025	281,250
100,000	0.40	1.04	December 15, 2025	100,000
150,000	0.35	1.14	January 19, 2026	150,000
200,000	0.80	1.42	May 3, 2026	200,000
200,000	0.45	2.00	December 1, 2026	200,000
1,200,000	0.72	2.68	August 5, 2027	1,200,000
400,000	0.72	3.39	April 20, 2028	400,000
500,000	0.50	3.84	October 3, 2028	500,000
1,675,000	0.50	4.96	February 11, 2035	1,175,000
4,887,500	0.56	3.14		4,387,500

As at February 28, 2025, the weighted average life of the options was 3.14 years.

Share-based compensation

On February 11, 2025, the Company granted stock options to acquire up to 1,675,000 common shares to certain directors, officers and consultants. The options entitle a holder to acquire one common share for each option at a price of $0.50, expiring on February 11, 2035. A total of $1,175,000 options vested immediately, 250,000 options vest on February 11, 2026, and the final 250,000 options vest on February 11, 2027. The options were valued at $713,993 using Black Scholes Option Pricing Model with the following assumptions:

Share price	$0.50
Exercise price	$0.50
Exercise term	10 years
Risk free rate	3.10%
Volatility	86.22%

During the six months ended February 28, 2025, the Company recognized $503,790 (February 29, 2024 – $279,244) in share-based compensation.

Warrants

A summary of warrant activities is as follows:

	Six months ended February 28, 2025		Year ended August 31, 2024
	Number of Warrants	Weighted Average Exercise Price	Number of Warrants	Weighted Average Exercise Price
		$		$
Outstanding, beginning of period	16,492,546	0.83	9,546,755	1.21
Issued	6,960,473	0.48	9,291,507	0.51
Exercised	(67,095)	0.41	(10,500)	0.45
Expired	–	n/a	(2,335,216)	1.14
Outstanding, ending of period	23,385,924	0.80	16,492,546	0.83

---

TOCVAN VENTURES CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended February 28, 2025 and February 29, 2024

(Unaudited - Expressed in Canadian dollars)

At February 28, 2025, the following subscribers' warrants were outstanding:

Expiry Date	Number of Subscribers' Warrants	Weighted Average Exercise Price $
June 28, 2025	1,713,490	1.30
June 28, 2025	1,713,490	1.40
June 28, 2025	3,200,000	1.20
April 5, 2026	584,559	0.68
November 28, 2025	820,000	0.60
December 11, 2025	680,333	0.60
April 24, 2027	6,299,514	0.50
May 8, 2027	1,173,100	0.50
December 10, 2027	4,648,583	0.75
February 18, 2028	2,177,640	0.75
	23,010,709	0.81

At February 28, 2025, the weighted average life of the subscribers' warrants was 1.72 years.

At February 28, 2025, the following finders' warrants were outstanding:

Expiry Date	Number of Finders' Warrants	Weighted Average Exercise Price $
November 28, 2025	61,500	0.45
December 11, 2025	33,700	0.45
April 24, 2027	118,100	0.35
May 8, 2027	27,665	0.35
December 10, 2027	51,450	0.48
February 18, 2028	82,800	0.48
	375,215	0.42

At February 28, 2025, the weighted average life of the finders' warrants was 2.07 years.

9. CONVERTIBLE NOTES

On June 28, 2022, the Company entered into a financing transaction (the "Sorbie 1 Transaction") with Sorbie whereby the Company agreed to issue 3,200,000 units (the "Sorbie 1 Unit") at $0.82 per unit (each unit consisted of one common share and one common share purchase warrants) and 2,809 convertible notes with a face value of $1,000 per note (the "Sorbie Notes") in exchange for 24 monthly cash payments (the "Sorbie 1 Settlements") that were measured against a benchmark price of $1.10 per share (the "Sorbie 1 Benchmark") with a set number of shares totaling $5,125,000 at Benchmark. In connection with the Sorbie Notes, the Company issued 1,713,490 detachable warrants that entitle Sorbie to purchase up to 1,713,490 additional common shares at $1.30 per share until June 28, 2025, and an additional 1,713,490 detachable warrants that entitle Sorbie to purchase up to an additional 1,713,490 common shares at $1.40 per share until June 28, 2025.

The Sorbie Notes mature on June 28, 2025. Each Sorbie Note has a coupon rate of 1% per annum, non-compounding, and is payable in common shares. Each note is convertible into 1,220 common shares, provided that in the event of a takeover offer at a price lower than $0.82 per share, the conversion price shall be substituted for

20 | Page

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TOCVAN VENTURES CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended February 28, 2025 and February 29, 2024

(Unaudited - Expressed in Canadian dollars)

the price at which the takeover offer is made. The Sorbie Notes can be converted to shares at the discretion of Sorbie, provided that notice in writing setting out the number of Sorbie Notes to be converted and the proposed date for conversion is given to the Company at least five business days prior to the proposed date for conversion. In addition, the Sorbie Notes cannot be redeemed prior to the maturity date, when they automatically convert to Common Shares of the Company. Because the conversion price is not fixed, at initial recognition, the Company recorded the fair value of the Sorbie Notes, being $2,810,124, as debenture payable.

During the year ended August 31, 2024, the Company issued 1,683,600 common shares valued at $686,982 on conversion of 1,380 Sorbie Notes and issued a further 16,364 common shares for accrued interest payable of $6,459 at an average price of $0.39 per share. The conversion of Sorbie notes resulted in a realized gain of $693,570. During the six months ended February 28, 2025, Sorbie did not convert any Sorbie Notes.

At February 28, 2025, the Company recognized the fair value of the remaining 1,429 Sorbie Notes at $933,583 and recorded an unrealized loss of $165,621 (February 29, 2024 – $612,629 gain) on revaluation, which resulted from the increase of the Company's share price from $0.435 at August 31, 2024, to $0.53 on February 28, 2025.

During the six-month period ended February 28, 2025, the Company recognized $7,086 (February 29, 2024 – $11,400) in interest expense related to the Sorbie Notes. At February 28, 2025, $9,592 (August 31, 2024 – $16,835) in accrued interest remained payable.

Subsequent to February 28, 2025, the Company extended the expiry date of the 6,626,980 common share purchase warrants previously issued to Sorbie as part of the Sorbie 1 Transaction from June 28, 2025 to June 28, 2026. In addition, 3,200,000 warrants with an initial exercise price of $1.40 were repriced to $0.90 per share. All other terms of the warrants issued to Sorbie under the Sorbie transaction remained the same.

10. RELATED PARTY TRANSACTIONS

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company's Board of Directors and corporate officers. The remuneration of directors and key management personnel during the six months ended February 28, 2025 and 2024 was as follows:

Description	February 28, 2025 $	February 29, 2024 $
Consulting fees	6,000	6,000
Deferred exploration expenditures	228,353	157,904
Management fees	24,000	24,000
Share-based compensation	213,132	36,630
	471,485	224,534

Related party balances

During the six months ended February 28, 2025, the Company incurred $24,000 (February 29, 2024 – $24,000) in management fees and $6,000 (February 29, 2024– $6,000) in deferred exploration expenditures to a company controlled by the CEO. As at February 28, 2025, $10,837 was due from the CEO (prepaid management fees offset against travel reimbursements) (August 31, 2024 – $Nil); this amount was included in prepaid expenses (Note 6).

21 | Page

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TOCVAN VENTURES CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended February 28, 2025 and February 29, 2024

(Unaudited - Expressed in Canadian dollars)

During the six months ended February 28, 2025, the Company incurred $228,353 (February 29, 2024 – $157,904) in deferred exploration expenditures to a company controlled by a director. As at February 28, 2025, $803,986 (August 31, 2024 – $604,294) was owed to the related party.

During the six months ended February 28, 2025, the Company incurred $6,000 (February 29, 2024–$6,000) in consulting fees to the Company’s CFO. As at February 28, 2025, $1,050 (August 31, 2024 – $Nil) was owed to the CFO.

All amounts due to related parties are unsecured, non-interest-bearing, and with no fixed repayment terms.

11. CAPITAL MANAGEMENT

The Company considers its capital to consist of shareholders’ equity. The Company’s capital management objective is to ensure the Company’s ability to continue as a going concern by maintaining adequate levels of funding to support the development of its businesses and maintain the necessary corporate and administrative functions to facilitate these activities. This is done primarily through debt and equity financing. Future financings are dependent on market conditions and there can be no assurance the Company will be able to raise funds in the future. There were no changes to the Company’s approach to capital management during the year. The Company is not subject to externally imposed capital requirements.

12. FINANCIAL INSTRUMENTS

a. Fair Value

The Company’s cash, receivables, accounts payable and due to related parties are classified at amortized cost. The fair values of these financial instruments approximate their carrying values because of their current nature. The financial assets and debenture payable are all classified at FVTPL. Financial assets and liabilities at fair value through profit and loss are revalued at each reporting date based on the three levels of a fair value hierarchy.

The following table summarizes the carrying values of the Company’s financial instruments:

	February 28, 2025	August 31, 2024
	$	$
Financial assets at amortized cost (i)	617,738	162,424
Financial assets at fair value through profit and loss (ii)	1,895,868	1,130,734
Financial liabilities at amortized cost (iii)	1,803,209	1,482,728
Financial liabilities at fair value through profit and loss (iv)	933,583	775,205

(i) Cash and receivables
(ii) Monthly Settlements resulting from Sorbie Transactions (Note 4)
(iii) Due to related parties and accounts payable
(iv) Convertible debenture payable issued as a result of Sorbie 1 Transaction (Note 9)

b. Credit Risk

Credit risk is the risk of loss associated with the counterparty’s inability to fulfill its payment obligations. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, which

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TOCVAN VENTURES CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended February 28, 2025 and February 29, 2024

(Unaudited - Expressed in Canadian dollars)

is held with a high credit quality financial institution, Sorbie Settlements receivable as a result of Sorbie Transactions, subscription receivable, and, to a smaller extent, GST receivable from the Government of Canada. Management believes that the overall credit risk related to financial assets is low, considering the creditworthiness of the counterparties involved and the nature of the financial instruments.

c. Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure and financial leverage as outlined above.

The Company monitors its ability to meet the short-term exploration and operating expenditures by raising additional funds through share issuances when required. The Sorbie Notes mature on June 28, 2025 (Note 9) however, will only be settled through conversion to shares. The Company’s other financial liabilities have contractual maturities of 30 days or are due on demand and are subject to normal trade terms.

d. Foreign Exchange Risk

Foreign exchange risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency.

As at February 28, 2025, the Company was exposed to foreign currency risk through the following financial assets and liabilities denominated in foreign currencies, converted to Canadian Dollars at the prevailing rate at the end of the reporting period.

As of February 28, 2025	CAD Equivalent	Currency	+/- 10% Fluctuation
			Increase	(Decrease)
	$		$	$
Cash	107,258	USD	10,726	(10,726)
Cash	8,740	MXN	874	(874)
Accounts payable and accrued liabilities	(840,015)	USD	(84,001)	84,001
Accounts payable and accrued liabilities	(416)	MXN	(42)	42
Accounts payable and accrued liabilities	(36,017)	EURO	(3,602)	3,602
Due to related parties	(803,986)	USD	(80,399)	80,399
Total	(1,564,435)		(156,444)	156,444

e. Interest Rate Risk

Interest rate risk is the risk that arises from fluctuating interest rates. The Company is not exposed to significant interest rate risk.

f. Price risk

The Company is exposed to price risk with respect to commodity prices. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatility. The Company closely monitors the commodity prices of precious metals and the stock market to determine the appropriate course of action to be taken by the Company. The Company is exposed to equity price risk since Sorbie Monthly Settlements are affected by the movement of the Company’s share price.

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TOCVAN VENTURES CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended February 28, 2025 and February 29, 2024

(Unaudited - Expressed in Canadian dollars)

13. RESTATEMENT

The comparative figures for the three and six months ended February 28, 2025, have been restated as the Company has reassessed the classification of warrants issued as part of the Sorbie 1 Transaction and the Sorbie 2 Transaction (together the "Sorbie Transactions").

The Company determined that warrants issued as part of the Sorbie Transactions met the criteria to be classified as equity rather than liability.

The impact of the above reclassification of warrants is as follows:

Consolidated Statements of Loss and Comprehensive Loss

| Three months ended | February 29, 2024
(As previously reported) | Restatement | February 29, 2024
(Restated) |
| --- | --- | --- | --- |
| | $ | $ | $ |
| Unrealized gain on warrants payable | 124,574 | (124,574) | – |
| Net loss and comprehensive loss for the period | (407,458) | (124,574) | (532,032) |
| Basic and diluted loss per share | (0.01) | (0.00) | (0.01) |
| Six months ended | February 29, 2024
(As previously reported) | Restatement | February 29, 2024
(Restated) |
| --- | --- | --- | --- |
| | $ | $ | $ |
| Unrealized gain on warrants payable | 609,324 | (609,324) | – |
| Net loss and comprehensive loss for the period | (550,994) | (609,324) | (1,160,318) |
| Basic and diluted loss per share | (0.01) | (0.02) | (0.03) |

14. SUBSEQUENT EVENTS

Subsequent to February 28, 2025, the Company issued a total of 843,750 common shares for gross proceeds of $435,999 on exercise of warrants.

Subsequent to February 28, 2025, the Company amended the terms of the 6,626,980 share purchase warrants issued to Sorbie as part of Sorbie 1 (Note 9).

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