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Trinity One Metals Ltd. — Audit Report / Information 2026
Apr 24, 2026
47109_rns_2026-04-23_b9dffae4-99c2-41fc-990d-d1e71a3f8705.pdf
Audit Report / Information
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TRINITY ONE METALS LTD.
CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
KP
KINGSTON
ROSS
PASNAK LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
Suite 1500, 9888 Jasper Avenue NW
Edmonton, Alberta T5J 5C6
T. 780.424.3000 | F. 780.429.4817 | W. krpgroup.com
INDEPENDENT AUDITOR'S REPORT
April 23, 2026
Edmonton, Alberta
To the Shareholders of Trinity One Metals Ltd.
Opinion
We have audited the consolidated financial statements of Trinity One Metals Ltd. and its subsidiaries (the Company), which comprise the consolidated statements of financial position as at December 31, 2025 and 2024, and the consolidated statements of income (loss) and comprehensive loss, changes in shareholders' equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policy information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2025 and 2024, and the consolidated financial performance and consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRS).
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Relating to Going Concern
We draw your attention to Note 1 in the consolidated financial statements, which indicates that, since inception, the Company has incurred ongoing losses during the year ended December 31, 2025 and had a cumulative deficit. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Emphasis of Matter - Material Uncertainty Related to Going Concern section, we have determined that matters described below to be key audit matters to be communicated in our auditor's report.
(continues)
Independent Auditor's Report to the Shareholders of Trinity One Metals Ltd. (continued)
Existence and Recoverability of Exploration and Evaluation Assets
We refer to financial statement summary of material accounting policy information on exploration and evaluation assets and related disclosure in Note 4.
At December 31, 2025, the value of exploration and evaluation assets amounted to $1,516,429.
At each reporting period end, management applies judgment in assessing whether there are any indicators of impairment relating to mining claims and deferred exploration costs. If there are indicators of impairment, the recoverable amount of the related asset is estimated in order to determine the extent of any impairment. Exploration and evaluation assets are assessed for impairment if sufficient evidence exists to determine technical feasibility and commercial viability, and facts and circumstances suggest the carrying amount exceeds the recoverable amount. Once technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to the area of interest are first tested for impairment and then reclassified to mining property development assets within property and equipment.
Recoverability of the carrying amount of any exploration and evaluation assets is dependable on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.
We considered this a key audit matter due to the significance of the deferred exploration and evaluation assets balance and the judgments made by management in its assessment of indicators of impairment related to mining claims and deferred exploration costs, which have resulted in a high degree of subjectivity in performing audit procedures related to these judgments applied by management.
To address the risk for material misstatement on exploration and evaluation assets, our audit procedures included, amongst other procedures:
- Assessing the compliance of Company's accounting policies over exploration and evaluation assets with applicable accounting standards in IFRS 6.
- Obtaining, for all mining claims, by reference to government registries, evidence to support the right to explore the area and claim expiration dates through examination of applicable licenses.
- Assessing the asset valuation processes and practices.
- Enquiring with management and reviewing budgets and other documentation as evidence that further exploration and evaluation activities in the area of interest will be continued in the future.
- Assessing whether any data exists to suggest that the carrying value of the exploration and evaluation assets is unlikely to be recovered through development or sale.
We assessed the adequacy of the Company's disclosures related to exploration and evaluation assets.
Other Information
Management is responsible for the other information. The other information comprises the information, other than the consolidated financial statements and our auditor's report thereon, which includes Management's Discussion and Analysis.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
(continues)
Independent Auditor's Report to the Shareholders of Trinity One Metals Ltd. (continued)
We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group's financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstance, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor's report is Justin Rousseau.
Kingston Ross Pasnak LLP
Kingston Ross Pasnak LLP
Chartered Professional Accountants
TRINITY ONE METALS LTD.
CONSOLIDATED BALANCE SHEETS
(Expressed in Canadian Dollars)
| AS AT | Notes | December 31, 2025 | December 31, 2024 |
|---|---|---|---|
| ASSETS | $ | $ | |
| Current | |||
| Cash and cash equivalents | 401,293 | 173,821 | |
| Prepaid expenses and other receivables | 3 | 9,873 | 1,706 |
| Total current assets | 411,166 | 175,527 | |
| Non-current | |||
| Exploration and evaluation assets | 4 | 1,516,429 | 1,353,816 |
| Total assets | 1,927,595 | 1,529,343 | |
| LIABILITIES | |||
| Current | |||
| Accounts payable and accrued liabilities | 5,7 | 1,500,534 | 1,566,840 |
| Due to related party | 7 | - | 151,324 |
| Total Liabilities | 1,500,534 | 1,718,164 | |
| SHAREHOLDERS' EQUITY | |||
| Share capital | 6 | 26,439,505 | 25,318,969 |
| Share subscriptions received | 6 | - | 213,864 |
| Reserves | 6 | 3,827,093 | 3,498,128 |
| Warrants | 6 | 83,184 | 328,965 |
| Accumulated other comprehensive loss | 1,072,738 | 1,094,178 | |
| Accumulated deficit | (30,995,459) | (30,642,925) | |
| Total shareholders' equity | 427,061 | (188,821) | |
| Total liabilities and shareholders' equity | 1,927,595 | 1,529,343 |
Nature of operations and going concern (Note 1)
Subsequent events (Note 11)
Approved and authorized by the Board on April 23, 2026:
"Thomas Wood" Director "Matthew Wood" Director
The accompanying notes are an integral part of these consolidated financial statements.
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TRINITY ONE METALS LTD.
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED
(Expressed in Canadian Dollars, except share information)
| Notes | December 31, 2025 | December 31, 2024 | |
|---|---|---|---|
| EXPENSES | $ | $ | |
| General and administrative | 61,995 | 6,794 | |
| Public company filing costs | 39,528 | 33,955 | |
| Accounting, audit, and tax | 65,339 | 54,338 | |
| Legal fees | 106,741 | 22,485 | |
| Consulting and director fees | 7 | 209,385 | 374,366 |
| Rent | - | 23,535 | |
| Foreign exchange | 22,262 | (32,700) | |
| Investor relations | 15,463 | 33,167 | |
| Total Expenses | 520,713 | 515,940 | |
| Net loss before other items | (520,713) | (515,940) | |
| Gain on debt settlement | 6 | 168,179 | - |
| Impairment of exploration and evaluation assets | 4 | (797,841) | |
| Other expense | - | 1,278 | |
| Net loss | (352,534) | (1,312,503) | |
| Foreign currency translation adjustment | (21,440) | 28,346 | |
| Comprehensive loss | (373,974) | (1,284,157) | |
| Loss per share: | |||
| Basic and diluted | (0.02) | (0.12) |
Weighted average number of common shares outstanding:
| Basic and diluted | 16,346,786 | 11,038,466 |
|---|---|---|
The accompanying notes are an integral part of these consolidated financial statements.
2 | Page
TRINITY ONE METALS LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED
(Expressed in Canadian Dollars)
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Net loss | (352,534) | (1,312,503) |
| Adjusted for: | ||
| Impairment of exploration and evaluation assets | - | 771,170 |
| Gain on debt settlement | (168,179) | - |
| Unrealized foreign exchange | - | (25,167) |
| Changes in non-cash working capital items: | ||
| Prepaid expenses and other | (8,167) | 6,539 |
| Accounts payable and accrued liabilities | 212,616 | 432,852 |
| Net cash used in operating activities | (316,264) | (127,109) |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Exploration and evaluation assets | (229,324) | (314,368) |
| Net cash used in investing activities | (229,324) | (314,368) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Common shares issued for cash | 766,536 | - |
| Share subscriptions received | - | 213,864 |
| Share issue costs | (38,747) | - |
| Advance from related party | - | 151,324 |
| Net cash provided by financing activities | 727,789 | 365,188 |
| Net change in cash and cash equivalents | 227,472 | (76,289) |
| Cash and cash equivalents, beginning | 173,821 | 250,110 |
| Cash and cash equivalents, end | 401,293 | 173,821 |
| Supplemental cash flow disclosure: | ||
| Fair value of broker warrants | 25,584 | - |
| Due to related party settled for shares | 151,324 | - |
| Acquisition of exploration and evaluation asset | - | 825,000 |
3 | Page
TRINITY ONE METALS LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Expressed in Canadian Dollars)
| Number of Common Shares | Share Capital | Subscriptions Received | Reserves | Reserves Warrants | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Shareholders' Equity | |
|---|---|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | |||
| Balance, December 31, 2023 | 9,689,836 | 24,493,969 | - | 3,498,128 | 328,965 | 1,065,832 | (29,330,422) | 56,472 |
| Acquisition of mineral property | 1,375,000 | 825,000 | - | - | - | - | - | 825,000 |
| Subscriptions received | - | - | 213,864 | - | - | - | - | 213,864 |
| Translation adjustment | - | - | - | - | - | 28,346 | - | 28,346 |
| Net loss | - | - | - | - | - | - | (1,312,503) | (1,312,503) |
| Balance, December 31, 2024 | 11,064,836 | 25,318,969 | 213,864 | 3,498,128 | 328,965 | 1,094,178 | (30,642,925) | (188,821) |
| Common shares issued for cash | 17,880,000 | 922,800 | (213,864) | - | 57,600 | - | - | 766,536 |
| Common shares issued for debt | 4,367,788 | 262,067 | - | - | - | - | - | 262,067 |
| Share issue costs - cash | - | (38,747) | - | - | - | - | - | (38,747) |
| Share issue costs - warrants | - | (25,584) | - | - | 25,584 | - | - | - |
| Reclassification of reserves upon expiration of warrants | - | - | - | 328,965 | (328,965) | - | - | - |
| Translation adjustment | - | - | - | - | - | (21,440) | - | (21,440) |
| Net loss | - | - | - | - | - | - | (352,534) | (352,534) |
| Balance, December 31, 2025 | 33,312,624 | 26,439,505 | - | 3,827,093 | 83,184 | 1,072,738 | (30,995,459) | 427,061 |
4 | Page
TRINITY ONE METALS LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 and 2024
(Expressed in Canadian Dollars, Unless Otherwise Stated)
1. NATURE OF OPERATIONS AND GOING CONCERN
Trinity One Metals Ltd. (Formerly Aranjin Resources Ltd.) (the "Company" or "Trinity One") was incorporated on November 14, 2012, under the laws of British Columbia. The Company's registered and records office is 1200-750 W. Pender Street, Vancouver BC, V6C 2T8. To date, the Company has not generated any operating revenue. The Company trades on the TSX Venture Exchange (TSX-V) under the trading symbol TOM. On August 14, 2025, the Company changed its name from Aranjin Resources Ltd. to Trinity One Metals Ltd.
The Company is in the business of acquiring and exploring exploration and evaluation assets and has not yet determined whether any of its properties contain reserves that are economically recoverable. The recoverability of the amounts shown for exploration and evaluation assets are dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves and upon future profitable production.
On June 17, 2024, the Company completed a consolidation of its common shares ("share consolidation") on the basis of one post-consolidation common share for every forty pre-consolidation common shares held (40-to-1). All references contained in these consolidated financial statements to issued and outstanding common shares, warrants, per share amounts, and exercise prices, have been retrospectively restated to reflect the effect of the share consolidations.
As at December 31, 2025, the Company has a working capital deficiency of $1,089,368 and an accumulated deficit of $30,995,459. The Company expects to incur further losses in the exploration and advancement of its mineral projects. The Company's ability to continue the exploration of its mineral projects 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 material uncertainties may cast significant doubt on the Company's ability to continue as a going concern. Subsequent to December 31, 2025, the Company completed a non-brokered private placement raising gross proceeds of $5,340,000 (Note 11).
These 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 thus 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 consolidated financial statements.
2. MATERIAL ACCOUNTING POLICIES
Statement of compliance
These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS") and Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").
Basis of presentation
These consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments measured at fair value, as explained in the accounting policies set out in Note 2. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 and 2024
(Expressed in Canadian Dollars, Unless Otherwise Stated)
2. MATERIAL ACCOUNTING POLICIES (Continued)
Basis of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries as follows:
| Name of Entity | Country of Incorporation | Equity Holding | Nature of Operations |
|---|---|---|---|
| Aranjin Resources LLC | Mongolia | 100% | Mineral exploration |
| FSD Holdings Limited | BVI | 100% | Inactive |
| FSD Brazil Limited | BVI | 100% | Inactive |
| 1030301 BC Ltd | Canada | 100% | Inactive |
| Diamond Blockchain Limited | Canada | 100% | Inactive |
| BK Mining LLC | Mongolia | 100% | Inactive |
| Bayan Undur Resources LLC | Mongolia | 100% | Inactive |
| Silkroad Mining Trade LLC | Mongolia | 100% | Inactive |
The Company has consolidated the assets, liabilities and expenses of its subsidiaries after the elimination of inter-company transactions and balances. The subsidiary's principal business is the acquisition and development of mineral properties.
Functional Currencies
These consolidated financial statements have been prepared in Canadian dollars ("CAD"), which is the Company's presentation currency. The functional currency of Trinity One Metals Ltd., Diamond Blockchain and 1030301 BC Ltd, as determined by management of the Company, is Canadian dollars. The functional currency of FSD Holdings Limited and FSD Brazil Limited is the United States dollar, functional currency of Aranjin Resources LLC, BK Mining LLC, Bayan-Undur Resources LLC and Silkroad Mining Trade LLC is Mongolian Tughrik. For the purpose of the consolidated financial statements, the results and financial position are presented in Canadian dollars. The individual financial records of each entity are kept in the currency of the primary economic environment in which the entity operates (its functional currency). Transactions in currencies other than the entity's functional currency are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated at the rates on the date of the initial transaction. Exchange differences are recognized in profit and loss in the period in which they arise.
Foreign Currency Translation
For the purpose of presenting consolidated financial statements, the assets and liabilities of the foreign entities are expressed in Canadian dollars using exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising are recognized as a separate component of equity and as a foreign currency translation adjustment in other comprehensive income in the consolidated statements of profit and loss and comprehensive income and loss.
2. MATERIAL ACCOUNTING POLICIES (Continued)
Cash and cash equivalents
Cash and cash equivalents are comprised of cash on hand, guaranteed investment certificates (GICs) and deposits held in trust and with banks that are readily convertible into known amounts of cash with original maturity of three months or less.
Exploration and evaluation assets
Exploration and evaluation assets include all costs related to the acquisition of exploration and evaluation assets. All costs related to exploration and evaluation incurred during the exploration and evaluation phase are capitalized. Costs incurred before the Company has obtained the legal rights to explore an area are recognized in profit or loss.
Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount.
Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within equipment.
Recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.
Provisions
A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax, risk-free rate that reflects current market assessments of the time value of money and the risks specific to the liability. Provisions are not recognized for future operating losses.
A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Company recognizes any impairment loss on associated assets.
Restoration, rehabilitation and environmental obligations
A legal or constructive obligation to incur restoration, rehabilitation and environmental costs may arise when environmental disturbance is caused by the exploration, development or ongoing production of a mineral property interest. Such costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are provided for and capitalized at the start of each project when a present obligation exists to the carrying amount of the asset as soon as the obligation to incur such costs arises. Discount rates using a pretax rate that reflects the time value of money are used to calculate the net present value. These costs are charged against profit or loss over the economic life of the related asset, through amortization using either a unit of production or the straight-line method as appropriate. The related liability is adjusted for each period for the unwinding of the discount rate and for changes to the current market-based discount rate, amount or timing of the underlying cash flows needed to settle the obligation. Costs for restoration of subsequent site damage that is created on an ongoing basis during production are provided for at their net present values and charged against profit or loss as extraction progresses. The Company has no material restoration, rehabilitation or environmental costs as the disturbance to date is minimal and the Company is in the early stages of exploration of its properties.
Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision makers – being the Board of Directors. For management purposes, the Company is organized into one main operating segment, which involves exploration for minerals. All of the Company's activities are interrelated, and discrete financial information is reported to the Board as a single segment. Accordingly, all significant operating decisions are based upon analysis of the Company as one segment. The financial results from this segment are equivalent to the financial statements of the Company as a whole.
Financial instruments
The Company recognizes financial assets and financial liabilities when it becomes a party to a contract.
The Company classifies its financial assets in the following categories: at fair value through profit or loss ("FVTPL"), at fair value through other comprehensive income ("FVTOCI") or at amortized cost. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.
Below is a summary showing the classification and measurement bases of the Company's financial instruments.
| Classification | IFRS 9 |
|---|---|
| Cash and cash equivalents | Amortized cost |
| Accounts payable and accrued liabilities | Amortized cost |
| Due to related party | Amortized cost |
Financial assets at FVTPL
Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed to profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial asset held at FVTPL are included in profit or loss in the period in which they arise.
Financial assets at FVTOCI
Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income. There is no subsequent reclassification of fair value gains and losses to profit.
Financial assets at amortized cost
Financial assets at amortized cost are initially recognized at fair value and subsequently carried at amortized cost less impairment. They are classified as current assets or non-current assets based on their maturity date.
Financial assets are derecognized when they mature or are sold, and substantially all the risks and rewards of ownership have been transferred and control lost. Gains and losses on derecognition of financial assets classified as FVTPL or amortized cost are recognized in profit or loss. Gains or losses on financial assets classified as FVTOCI remain within accumulated other comprehensive income. Cash, receivables and sales taxes are classified as amortized cost.
Impairment of financial assets at amortized cost
The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the loss allowance for the financial asset is measured at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date the financial asset has not increased significantly since initial recognition, the loss allowance is measured for the financial asset at an amount equal to twelve month expected credit losses. For trade receivables the Company applies the simplified approach to providing for expected credit losses, which allows the use of a lifetime expected loss provision. Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be objectively related to an event occurring after the impairment was recognized.
The effective interest method is a method of calculating the amortized cost of an instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all transaction costs and other premiums or discounts) through the expected life of the debt instrument to the net carrying amount on initial recognition.
Financial liabilities
All financial liabilities are initially recorded at fair value and designated upon inception as FVTPL or amortized cost. At December 31, 2025, the Company has not classified any financial liabilities as FVTPL.
Financial liabilities classified as amortized cost liabilities are initially recognized at fair value less directly attributable transaction costs. After initial recognition, these financial liabilities are subsequently measured at amortized cost using the effective interest rate method. The effective interest rate method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period. The Company's accounts payable and accrued liabilities and due to related party are classified as amortized cost.
Financial liabilities classified as FVTPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as FVTPL. Derivatives, including separated embedded derivatives are also classified as held for trading and recognized at fair value with changes in fair value recognized in profit or loss unless they are designated as effective hedging instruments. Fair value changes on financial liabilities are recognized in profit or loss.
Significant accounting estimates and judgments
The preparation of these consolidated financial statements requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the statement of financial position and the reported amount of revenues and expenses during the reporting year. Actual results could differ from these estimates. Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in future periods affected.
Significant accounts that require estimates as the basis for determining the stated amounts include evaluating the potential impairment of exploration and evaluation assets and share-based payments.
Economic recoverability and probability of future economic benefits of exploration and evaluation assets
Management has determined that exploration, evaluation, and related costs incurred which were capitalized may have future economic benefits and may be economically recoverable. Management uses several criteria in its assessment of economic recoverability and probability of future economic benefits, including geologic and other technical information, a history of conversion of mineral deposits with similar characteristics to its own properties to proven and probable mineral reserves, the quality and capacity of existing infrastructure facilities, evaluation of permitting and environmental issues and local support for the project.
Valuation of share-based compensation
The Company uses the Black-Scholes Option Pricing Model for valuation of share-based compensation. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate, and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company's earnings and equity reserves.
Significant judgements include the following:
Going Concern
The Company must assess its ability to continue as a going concern. Factors that affect this determination include current cash and investments, budgeted expenditures for future periods and the conditions of the market for exploration companies.
Impairment
At the end of each reporting period the carrying amounts of the Company’s assets are reviewed to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the year. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.
Where an impairment subsequently reverses, the carrying amount of the asset (or cash generating unit) is increased to the revised estimate and its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.
Share capital
Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects.
The Company engages in equity financing transactions to obtain the funds necessary to continue operations and explore and evaluate exploration and evaluation assets. These equity financing transactions may involve issuance of common shares or units. Each unit comprises a certain number of common shares and a certain number of warrants. Depending on the terms and conditions of each equity financing transaction, the warrants are exercisable into additional common shares at a price prior to expiry as stipulated by the transaction. Warrants that are part of units are assigned a value based on the residual value, if any, and included in reserves.
Warrants that are issued as payment for agency or finders’ fees or other transactions costs are accounted for as share-based payments.
Related party transactions
Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is a related party transaction when there is a transfer of resources or obligations between related parties.
Share-based payments
The fair value of options or compensatory warrants granted is recognized as a share-based payments expense with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee. Consideration paid on the exercise of stock options is credited to share capital and the fair value of the options is reclassified from reserve to share capital.
The fair value of options granted is measured at grant date and each tranche is recognized over the period during which the options vest. The fair value is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted. At each reporting date, the amount recognized as an expense is adjusted to reflect the number of stock options that are expected to vest.
Share-based payments to non-employees, who are not providing similar services to employees, are measured at the grant date by using the fair value of the goods or services received or the fair value of the equity instruments issued if it is determined the fair value of the goods or services received cannot be reliably measured and are recorded at the date the goods or services are received.
Income taxes
Current tax is the expected tax payable or receivable on the local taxable income or loss for the year, using local tax rates enacted or substantively enacted at the financial position reporting date and includes any adjustments to tax payable or receivable in respect of previous years.
Deferred income taxes are recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the financial position reporting date. Deferred tax is not recognized for temporary differences which arise on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting, nor taxable profit or loss.
A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
Earnings (loss) per share
The Company presents basic and diluted earnings (loss) per share data for its common shares, calculated by dividing the earnings (loss) attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive.
Future Changes in Accounting Policies Not Yet Effective as at December 31, 2025:
At the date of authorization of these financial statements, the Company has not applied the following new and revised IFRS Accounting Standards that have been issued but are not yet effective. Management does not expect that the adoption of the Standards listed below will have a material impact on the financial statements of the Company in future periods, except if indicated
Presentation and Disclosure in Financial Statements (Amendment to IFRS 18)
In April 2024, the IASB released IFRS 18 Presentation and Disclosure in Financial Statements. IFRS 18 replaces IAS 1 Presentation of Financial Statements while carrying forward many of the requirements in IAS 1. IFRS 18 introduces new requirements to: i) present specified categories and defined subtotals in the statement of earnings, ii) provide disclosures on management-defined performance measures (MPMs) in the notes to the financial statements, iii) improve aggregation and disaggregation. Some of the requirements in IAS 1 are moved to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and IFRS 7 Financial Instruments: Disclosures. The IASB also made minor amendments to IAS 7 Statement of Cash Flows and IAS 33 Earnings per Share in connection with the new standard. IFRS 18 requires retrospective application with specific transition provisions.
The amendments are effective for annual reporting periods beginning on or after January 1, 2027, although earlier application is permitted. The Company is currently evaluating the impact of IFRS 18 on the Company's consolidated financial statements.
Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)
The amendments provide guidance on the derecognition of a financial liability settled through electronic transfer, as well as the classification of financial assets for:
- Contractual terms consistent with a basic lending arrangement;
- Assets with non-recourse features;
- Contractually linked instruments.
Additionally, the amendments introduce new disclosure requirements related to investments in equity instruments designated at fair value through other comprehensive income ("FVOCI"), and additional disclosures for financial instruments with contingent features.
These amendments are effective for annual reporting periods beginning on or after January 1, 2026, although earlier application is permitted. The amendment is not expected to have a material impact on the Company's consolidated financial statements.
3. PREPAID EXPENSES AND OTHER CURRENT ASSETS
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Prepaid expenses | 188 | 206 |
| Sales tax receivable | 9,685 | 1,500 |
| Total | 9,873 | 1,706 |
4. EXPLORATION AND EVALUATION ASSETS
| Victory Nickel Project | Bangemall Project | Gawler Project | Western Wood Project | Bayan Undur Project | Total | |
|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | |
| Balance, December 31, 2023 | 536,178 | 26,948 | 28,329 | 10,433 | 330,217 | 932,105 |
| Acquisition - shares issued | - | 360,000 | 240,000 | 225,000 | - | 825,000 |
| Additions | 173,856 | 29,629 | 36,968 | 49,539 | 24,376 | 314,368 |
| Impairment | - | (416,577) | - | - | (354,593) | (771,170) |
| Foreign exchange variance | 53,513 | - | - | - | - | 53,513 |
| Balance, December 31, 2024 | 763,547 | - | 305,297 | 284,972 | - | 1,353,816 |
| Additions | 206,205 | - | 13,827 | 9,292 | - | 229,324 |
| Foreign exchange variance | (66,711) | - | - | - | - | (66,711) |
| Balance, December 31, 2025 | 903,041 | - | 319,124 | 294,264 | - | 1,516,429 |
Victory Copper Project
The Company formalized its 80% ownership interest in the Victory Copper Project, based in Mongolia, further to the announcement on February 1, 2022, whereby the Company which sets out the terms for an exploration joint venture (the "Arrangement") with Lithium ION Energy Ltd ("Lithium ION"). The Arrangement consisted of the Company and Lithium ION granting one another reciprocal exploration rights on their respective exploration licenses within Mongolia. Lithium ION and Trinity One granted each other a reciprocal right to explore one another's properties, with Trinity One earning an 80% interest and Lithium ION earning a 20% interest in all base metal projects discovered on ION's properties, and Lithium ION earning an 80% interest and Trinity One earning a 20% interest in all lithium projects discovered on Trinity One's properties, subject to existing royalties.
Following exploration work by both parties in 2022 and 2023, the parties agreed to formally separate their ownership of the Victory Copper project previously wholly owned by Lithium ION, superseding the prior agreement. The split of the Baavhai Uul license was approved by the Mineral Resource and Petroleum Authority of Mongolia on November 26, 2023. Under the arrangement, Trinity One owns 80% of the Victory Copper project and relinquish rights to the remainder of the license comprising the Baavhai Uul project. Lithium ION will retain a 20% free carried interest in the Victory Copper Project until commercial production.
4. EXPLORATION AND EVALUATION ASSETS (Continued)
Bangemall Project
On January 8, 2024, the Company acquired an 80% interest in the Bangemall Project located in Western Australia. Under the terms of the Tenements Interest Purchase and Joint Venture Agreement the Company issued 600,000 common shares at a fair value of $0.60 per share for total consideration of $360,000. In accordance with the terms of the Tenement Interest and Joint Venture agreement the project is subject to a 4% net smelter returns royalty. The acquisition of the Bangemall Project is considered a related party transaction as the transaction was with a Company with a common officer and director, Matthew Wood (Note 7). As of December 31, 2024, the Company determined that further exploration activities would not be pursued therefore the Company recognized an impairment charge of $416,577.
Gawler Project
On January 8, 2024, the Company acquired an 80% interest in the Gawler Project located in South Australia. Under the terms of the Tenements Interest Purchase and Joint Venture Agreement the Company issued 400,000 common shares at a fair value of $0.60 per share for total consideration of $240,000. In accordance with the terms of the Tenement Interest and Joint Venture agreement the project is subject to a 4% net smelter returns royalty of production. The acquisition of the Gawler Project is considered a related party transaction as the transaction was with a Company with a common officer and director, Matthew Wood (Note 7).
Western Wood Project
On January 8, 2024, the Company acquired an 80% interest in the Western Wood Project located in New South Wales, Australia. Under the terms of the Tenements Interest Purchase and Joint Venture Agreement the Company issued 375,000 common shares at a fair value of $0.60 per share for total consideration of $225,000. In accordance with the terms of the Tenement Interest and Joint Venture agreement the project is subject to a 3% net smelter returns royalty of production. The acquisition of the Western Wood Project is considered a related party transaction as the transaction was with a Company with a common officer and director, Matthew Wood (Note 7).
Bayan Undur Project
On October 28, 2020, the Company completed the acquisition of the Bayan Undur Copper project through its wholly-owned subsidiary Aranjin Resources LLC. The acquisition date fair value of the property was $295,495. The Bayan Undur ("BU") Project is located in Bayankhongor province, Mongolia comprising four mining licenses. As of December 31, 2024, the Company determined that further exploration activities would not be pursued therefore the Company recognized an impairment charge of $354,593.
- ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Accounts payable | 1,470,334 | 1,463,068 |
| Accrued liabilities | 30,200 | 103,772 |
| Total | 1,500,534 | 1,566,840 |
- SHARE CAPITAL AND RESERVES
Authorized – Unlimited common shares without par value.
During the year ended December 31, 2025, the Company completed the following equity transactions:
On April 9, 2025, the Company closed a non-brokered private placement of 2,880,000 units a price of $0.08 per unit raising gross proceeds of $230,400. Each unit consists of one common share and one warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.105 until April 9, 2027. The warrants were valued at $57,600 using the residual value method.
On April 9, 2025, the Company closed debt settlements in the amount of $430,245 for consideration of 4,367,778 common shares and the issuance of 1,891,538 warrants. Each warrant entitles the holder to purchase one additional common share at a price of $0.105 until April 9, 2027. In relation to the debt settlements the Company records a gain on settlement of debt of $168,179.
On October 17, 2025, the Company closed a non-brokered private placement of 15,000,000 units a price of $0.05 per unit raising gross proceeds of $750,000. Each unit consists of one common share and one warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.075 until October 17, 2028. The Company incurred cash share issue costs of 38,747 and issued 477,000 broker warrants. Each broker warrant entitles the holder to purchase one additional share at a price of $0.075 until October 17, 2027.
During the year ended December 31, 2024, the Company completed the following equity transactions:
On January 8, 2024, the Company issued 1,375,000 common shares to acquire the Bangemal, Gawler, and Western Wood Projects at a fair value of $0.60 per common share for a total consideration of $825,000 which approximated the fair value of the acquired project.
6. SHARE CAPITAL AND RESERVES (Continued)
Stock Options
The Corporation has adopted an incentive stock option plan (the "Option Plan"), which provides that the board of directors may from time to time, in its discretion, and in accordance with the TSX Venture Exchange (the "TSXV") requirements, grant to directors, officers, employees and technical consultants to the Corporation, non-transferable options to purchase Common Shares, provided that the number of Common Shares reserved for issuance will not exceed 10% of the issued and outstanding Common Shares at the time of any stock option grant. In connection with the foregoing, in any 12-month period, the number of Common Shares reserved for issuance to any individual director or officer will not exceed five percent (5%) of the issued and outstanding Common Shares, and the number of Common Shares reserved for issuance to all consultants will not exceed two percent (2%) of the issued and outstanding Common Shares. The aggregate number of options granted under the Option Plan to Insiders (as that term is defined in the policies of the TSXV) of Trinity One as a group, within a 12-month period, cannot exceed ten percent (10%) of the outstanding Common Shares (on a non-diluted basis) calculated at the date an option is granted to any Insider of Trinity One. Subject to earlier termination, all options granted under the Option Plan will expire not later than the date that is ten years from the date of the grant. The exercise price of the options is determined by the board in accordance with the rules of the TSXV. As of December 31, 2025, the Company does not have any stock options outstanding.
Warrants
Continuity of warrants:
| Number of Warrants | Weighted Average Exercise Price | |
|---|---|---|
| $ | ||
| Balance at December 31, 2024 and 2023 | 1,344,567 | 2.00 |
| Issued | 20,248,538 | 0.082 |
| Expired | (1,344,567) | 2.00 |
| Balance at December 31, 2025 | 20,248,538 | 0.082 |
Warrants outstanding are as follows:
| Expiry date | Number of Warrants | Exercise Price | Weighted Average Remaining years |
|---|---|---|---|
| April 9, 2027 | 4,771,538 | $0.105 | 1.27 |
| October 17, 2028 | 15,000,000 | $0.075 | 2.80 |
| October 17, 2027 | 477,000 | $0.075 | 1.79 |
| Total | 20,248,538 | 2.41 |
6. SHARE CAPITAL AND RESERVES (Continued)
The weighted average Black-Scholes inputs for finders warrants granted are as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Risk-free interest rate | 2.59% | n/a |
| Expected life (years) | 2 | n/a |
| Annualized volatility | 149% | n/a |
| Dividend rate | 0% | n/a |
| Weighted average fair value per warrant | $0.05 | n/a |
7. RELATED PARTY TRANSACTIONS
Key management personnel include those people who have authority and responsibility for planning, directing and controlling the activities of the Company. 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. Key management personnel compensation for the years ended were:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Consulting fees - Thomas Wood, CEO and Director | 20,000 | - |
| Consulting fees- Mathew Wood, Director | 43,147 | - |
| Consulting fees - Solongo Gunsendorj, Former Director | 21,573 | - |
| Consulting fees - Robert Payment, CFO | 27,500 | - |
| Total | 112,220 | - |
Included in accounts payable and accrued liabilities were the following amounts owing to related parties:
| December 31, 2025 | December 30, 2024 | |
|---|---|---|
| Consulting services - Mathew Wood, Director | 279,891 | 236,744 |
| Consulting services - Solongo Gunsendorj, Former Director | 127,457 | 105,884 |
| Consulting services - David Wheeler, Former Director | - | 67,529 |
| Consulting services - Ali Haji, Former CEO | - | 35,000 |
| Consulting services - Jeremy South, Former CFO | - | 72,750 |
| Consulting services - Bataa Tumur-Ochir, Former Director | 64,028 | 64,028 |
| Steppe Gold Limited, company with former common officers, directors | 62,613 | 62,613 |
| Total | 533,989 | 644,548 |
The balances are non-interest bearing, have no settlement terms of repayment, and are non-secured.
During the year ended December 31, 2024, the Company Acquired the Bangemall Project, Gawler Project, and Western Wood Project for total consideration of 1,375,000 common shares with a fair of $825,000 (fair value per share of $0.60) from companies with a common director and officer, Matthew Wood (Note 4).
7. RELATED PARTY TRANSACTIONS (Continued)
The balance of Due to related party at December 31, 2025, of $Nil (December 31, 2024 - $151,324) related to the reimbursement of expenditures by a company which Matthew Wood is a common director.
The Company's acquisition of the Victory Copper project (Note 4) was considered a related party transaction as the Company and Lithium Ion Energy Ltd. shared common officers and directors.
8. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
- Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
- Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
- Level 3 – Inputs that are not based on observable market data.
The carrying value of cash, accounts payable and accrued liabilities, and due to related party approximate their fair value because of the short-term nature of these instruments.
Financial risk factors
The Company's risk exposures and the impact on the Company's financial instruments are summarized below:
Credit risk
Credit risk is the risk of loss associated with a counterparty's inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to cash, receivables and value added tax. Management believes that the credit risk concentration with respect to financial instruments included in receivables is remote and has deposited cash in high credit quality financial institutions. Credit risk with respect to value added taxes due from a government agency in Canada is low.
8. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued)
Liquidity risk
As of December 31, 2025, the Company had cash balance of $401,293 to settle current liabilities of $1,500,534. The Company is exposed to significant liquidity risk and additional financing will be required and may not be attainable. Additional funds will be required for property expenditures, retention of essential personnel, general and administration and to maintain its listing on the TSX.V
| Years ended | Less than one year ($) | 1-3 years ($) | 3-5 years ($) | More than 5 years ($) | Total ($) | |
|---|---|---|---|---|---|---|
| December 31, 2025 | Accounts payable and accrued liabilities | 1,500,534 | - | - | - | 1,500,534 |
| December 31, 2024 | Accounts payable and accrued liabilities | 1,566,840 | - | - | - | 1,566,840 |
| December 31, 2024 | Due to related party | 151,324 | - | - | - | 151,324 |
Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.
Interest rate risk
The Company's current policy is to invest excess cash in investment-grade demand investments issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. Such interest rates are publicly issued and applied against overdue amounts as accrued to the concession fees liability.
Foreign currency risk
The Company is exposed to foreign currency risk on fluctuations related to assets and liabilities that are denominated in foreign currency. A 10% change in foreign exchange rates will affect profit or loss by approximately $67,000.
Price risk
The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company's profit or loss and its ability to finance, due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on profit or loss and economic value due to commodity price movements and volatilities. Fluctuations in value may be significant.
9. CAPITAL MANAGEMENT
The Company defines capital that it manages as shareholders' equity, consisting of issued common shares, stock options and warrants.
The Company manages its capital structure and adjusts it, based on the funds available to the Company, to support the acquisition and exploration of exploration and evaluation assets.
The Company has historically relied on and currently relies on the equity markets to fund all its activities. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital restrictions. There were no changes to the Company's approach to capital management during the year.
10. INCOME TAX
The reconciliation of income tax and the accounting loss multiplied by the combined Canadian federal and provincial statutory income tax rate of 27% (2024 – 27%) is as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Loss for the year | $ (352,536) | $ (1,312,503) |
| Expected income tax (recovery) | (91,620) | (228,290) |
| Non-deductible expenses | - | 114,680 |
| Other adjustments | 88,900 | 17,740 |
| Losses non deductible | 2,330 | 81,940 |
| Differences in foreign tax rates | 390 | 13,930 |
| Total income tax expense (recovery) | - | - |
Deferred tax assets have not been recognized due to the uncertainty surrounding future profitability of the Company and the deferred tax assets would offset any related deferred tax liabilities. Please refer to the Unrecognised deferred tax assets note.
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Property and equipment | 85,856 | 85,856 |
| Share issue costs | 30,998 | - |
| Canadian non-capital losses carried forward | 2,662,196 | 2,303,723 |
| Net deferred tax assets | 2,779,050 | 2,389,579 |
10. INCOME TAX (Continued)
Unrecognized deferred tax assets
Deferred taxes are provided as a result of the temporary differences that arise due to the differences between the income tax value and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences as they may not be used to offset taxable profits elsewhere in the Group, they have arisen in subsidiaries that have been loss-making for some time and there are no other tax planning opportunities or other evidence of recoverability in the near future.
The Company's Canadian unused non-capital income tax losses expire as follows:
| Year | December 31, 2025 | December 31, 2024 |
|---|---|---|
| $ | $ | |
| 2038 | 504,690 | 504,690 |
| 2039 | 397,813 | 397,813 |
| 2040 | 86,940 | 86,940 |
| 2041 | 537,781 | 537,781 |
| 2042 | 621,070 | 621,070 |
| 2043 | 78,063 | 78,063 |
| 2044 | 98,831 | 77,366 |
| 2045 | 337,008 | - |
| Total Canadian unused non-capital income tax losses | 2,662,196 | 2,303,723 |
11. SUBSEQUENT EVENTS
Subsequent to December 31, 2025:
On February 4, 2026, the Company closed the acquisition of 1560287 B.C. Ltd. which owns 100% of Ecuador Gold S.A., the registered holder of the Silver-1 mining concession located in Ecuador. As consideration Total consideration consisted of: (i) US$540,000 in cash (the "Cash Consideration"); and (ii) 5,000,000 common shares of the Company (the "Consideration Shares"). The Cash Consideration is payable as follows, with all timelines commencing from the Closing: US$90,000 paid on Closing; US$50,000 payable on the 6-month anniversary of the Closing; US$200,000 payable on the 13-month anniversary of the Closing; and US$200,000 payable on the 18-month anniversary of the Closing.
On February 4, 2026, the Company granted 2,800,000 stock options exercisable at $0.30 for a period of five years to officers, directors, and consultants of the Company.
On March 6, 2026, the Company closed a non-brokered private placement of 26,700,000 units at a price of $0.20 per unit raising gross proceeds of $5,340,000. Each unit consists of one common share and one warrant entitling the holder to purchase one common share of the Company at a price of $0.30 until March 6, 2029. The Company paid cash finder's fees of $259,500 and issued 1,299,000 finder's warrants which are exercisable at a price of $0.30 until March 6, 2029.
On March 19, 2026, the Company granted 1,250,000 stock options exercisable at $0.30 for a period of five years to officers, directors, and consultants of the Company.
Subsequent to December 31, 2025, the Company issued 2,222,260 common shares upon the exercise of warrants with an exercise price of $0.075 each for gross proceeds of $166,670.