Universal Digital Inc. — Audit Report / Information 2025

May 29, 2025

Universal Digital Inc.
(formerly Minas Metals Ltd.)

Consolidated Financial Statements
For the Years Ended January 31, 2025 and 2024
(Expressed in Canadian Dollars)

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D M C L

dmcl.ca

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

Independent Auditor's Report

To the Shareholders of Universal Digital Inc. (formerly Minas Metals Ltd.)

Opinion

We have audited the consolidated financial statements of Universal Digital Inc. (formerly Minas Metals Ltd.) (the "Company"), which comprise the consolidated statements of financial position as at January 31, 2025 and 2024, and the consolidated statements of loss and comprehensive loss, cash flows, and changes in shareholders' equity for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "financial statements").

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at January 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB).

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 Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 to the financial statements, which describes events or conditions that indicate the existence of a material uncertainty that may cast significant doubt about 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 financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our report.

Vancouver	Surrey	Tri-Cities	Victoria
1500 - 1140 West Pender St.
Vancouver, BC V6E 4G1
604.687.4747	200 - 1688 152 St.
Surrey, BC V4A 4N2
604.531.1154	700 - 2755 Lougheed Hwy
Port Coquitlam, BC V3B 5Y9
604.941.8266	320 - 730 View St.
Victoria, BC V8W 3Y7
250.800.4694

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Other Information

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

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 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 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.

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• Conclude on the appropriateness of management's use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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 circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Barry Hartley.

Dmcl.

DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, BC

May 28, 2025

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Universal Digital Inc. (formerly Minas Metals Ltd.)
Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)

| | January 31, 2025 | January 31, 2024
(Restated – Note 15) |
| --- | --- | --- |
| ASSETS | | |
| Current asset | | |
| Cash | $ 415,562 | $ 9,218 |
| GST receivable | 21,281 | 20,158 |
| Prepaid expenses | 3,471 | 3,471 |
| | 440,314 | 32,847 |
| Deposits (Note 5) | 37,082 | 49,049 |
| Exploration and evaluation asset (Note 5) | - | 1,222,255 |
| TOTAL ASSETS | $ 477,396 | $ 1,304,151 |
| LIABILITIES | | |
| Current liabilities | | |
| Accounts payable and accrued liabilities (Notes 6 and 10) | $ 1,010,828 | $ 1,016,154 |
| Loans payable (Note 7) | - | 105,959 |
| TOTAL LIABILITIES | 1,010,828 | 1,122,113 |
| SHAREHOLDERS' EQUITY | | |
| Share capital (Note 8) | 7,024,260 | 5,961,631 |
| Obligation to issue shares (Notes 5 and 15) | 127,272 | 127,272 |
| Reserve (Note 9) | 303,292 | 599,222 |
| Accumulated deficit | (7,988,256) | (6,506,087) |
| TOTAL SHAREHOLDERS' EQUITY | (533,432) | 182,038 |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 477,396 | $ 1,304,151 |

Subsequent events (Note 14)

These consolidated financial statements were authorized for issue by the Board of Directors on May 28, 2025. They are signed on behalf of the Board of Directors by:

/s/ Timothy Chan
Director

/s/ Christopher Yeung
Director

The accompanying notes form an integral part of these consolidated financial statements.

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Universal Digital Inc. (formerly Minas Metals Ltd.)
Consolidated Statements of Loss and Comprehensive Loss
(Expressed in Canadian Dollars)

	For the Year Ended January 31, 2025	For the Year Ended January 31, 2024
EXPENSES
Consulting fees	$ 13,866	$ 72,121
Foreign exchange loss	36,723	6,582
General and administrative costs (Note 10)	183,096	258,032
Interest expense (Note 7)	10,078	5,961
Management fees (Note 10)	193,000	198,000
Marketing fees	29,899	8,393
Professional fees	158,857	160,431
Stock-based compensation (Notes 9 and 10)	21,989	446,865
Transfer agent, regulatory and listing fees	25,954	21,742
Impairment of mineral properties (Note 5)	944,626	3,034,927
LOSS AND COMPREHENSIVE LOSS	$ (1,618,088)	$ (4,213,054)
Basic and diluted loss per share	$ (0.21)	$ (0.74)
Weighted average number of common shares outstanding	7,796,974	5,669,713

The accompanying notes form an integral part of these consolidated financial statements.

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Universal Digital Inc. (formerly Minas Metals Ltd.)
Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars)

	For the Year Ended January 31, 2025	For the Year Ended January 31, 2024
Cash flows provided from (used in):
OPERATING ACTIVITIES
Net loss	$ (1,618,088)	$ (4,213,054)
Non-cash items:
Stock-based compensation	21,989	446,865
Impairment of mineral properties	944,626	3,034,927
Accrued interest on loans payable	9,219	5,959
Net changes in non-cash working capital items:
GST receivable	(1,123)	21,271
Prepaid expenses	-	8,319
Accounts payable and accrued liabilities	247,883	438,713
Net cash flows used in operating activities	(395,494)	(257,000)
INVESTING ACTIVITIES
Mineral property acquisition and exploration costs	(11,606)	(491,628)
Recovery of exploration and evaluation assets	252,226	-
Deposits	37,370	-
Net cash flows provided by (used in) investing activities	277,990	(491,628)
FINANCING ACTIVITIES
Proceeds from issuance of common shares	600,000	395,000
Share issuance costs	(19,371)	(6,500)
Proceeds from exercise of stock options	-	6,000
Proceeds from (repayment of) promissory note	(56,781)	250,000
Net cash flows provided by financing activities	523,848	644,500
Net increase (decrease) in cash	406,344	(104,128)
Cash, beginning of year	9,218	113,346
Cash, end of year	$ 415,562	$ 9,218
Non-cash activity:
Exploration and evaluation expenditures included within accounts payable	$ 620,523	632,129
Shares issued for settlement of accounts payable	$ 241,603	$ -
Shares issued for settlement of loans payable	$ 58,397	$ -
Fair value of shares issued for exploration and evaluation asset	$ -	$ 385,310
Fair value of shares issued for promissory note settlement	$ -	$ 150,000

The accompanying notes form an integral part of these consolidated financial statements.

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Universal Digital Inc. (formerly Minas Metals Ltd.)
Consolidated Statements of Changes in Shareholders' Equity
(Expressed in Canadian Dollars)

	Number of shares	Amount	Obligation to issue shares	Reserve	Accumulated deficit	Total
Balance at January 31, 2023	4,656,945	$ 4,967,271	$ -	$ 288,655	$ (2,364,781)	$ 2,891,145
Fair value of common shares issued for exploration and evaluation asset and deposit (Notes 5 and 8)	1,000,000	385,310	-	-	-	385,310
Shares issued as part of private placement (Note 8)	395,000	395,000	-	-	-	395,000
Share issuance costs (Note 8)	-	(6,500)	-	-	-	(6,500)
Shares issued for debt settlement (Notes 7 and 8)	150,000	150,000	-	-	-	150,000
Exercise of restricted share units (Notes 8 and 9)	100,000	60,000	-	(60,000)	-	-
Exercise of options (Notes 8 and 9)	10,000	10,550	-	(4,550)	-	6,000
Stock-based compensation (Note 9)	-	-	-	446,865	-	446,865
Expired options (Note 9)	-	-	-	(71,748)	71,748	-
Net and comprehensive loss for the year	-	-	-	-	(4,213,054)	(4,213,054)
Balance at January 31, 2024 (As Originally Reported – Note 15)	6,311,945	$ 5,961,631	$ -	$ 599,222	$ (6,506,087)	$ 54,766
Obligation to issue shares for exploration and evaluation assets (Notes 5 and 15)	-	-	127,272	-	-	127,272
Balance at January 31, 2024 (As Restated – Note 15)	6,311,945	$ 5,961,631	$ 127,272	$ 599,222	$ (6,506,087)	$ 182,038
Shares issued as part of private placement (Note 8)	12,000,000	600,000	-	-	-	600,000
Share issuance costs (Note 8)	-	(19,371)	-	-	-	(19,371)
Shares issued for debt settlement (Notes 7 and 8)	6,000,000	300,000	-	-	-	300,000
Exercise of restricted share units (Notes 8 and 9)	130,000	182,000	-	(182,000)	-	-
Stock-based compensation (Note 9)	-	-	-	21,989	-	21,989
Expired options (Note 9)	-	-	-	(135,919)	135,919	-
Net and comprehensive loss for the year	-	-	-	-	(1,618,088)	(1,618,088)
Balance at January 31, 2025	24,441,945	$ 7,024,260	$ 127,272	$ 303,292	$ (7,988,256)	$ (533,432)

The accompanying notes form an integral part of these consolidated financial statements.

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Universal Digital Inc. (formerly Minas Metals Ltd.)

Notes to the Consolidated Financial Statements

For the Years Ended January 31, 2025 and 2024

(Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

Universal Digital Inc. (formerly Minas Metals Ltd.) (the "Company" or "Universal") was a junior mining company that was engaged in the acquisition and exploration of mineral properties. The Company's registered office is located at 15th Floor, 1111 West Hastings Street, Vancouver, BC V6B 1G8.

On April 29, 2025, the Company received final approval from the Canadian Securities Exchange to complete its change of business from a junior mineral exploration company to an investment issuer. Concurrently, the Company changed its name from Minas Metals Ltd. to Universal Digital Inc. and began trading under the new ticker symbol "LFG" on April 30, 2025.

These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and settle its liabilities in the normal course of business. At January 31, 2025, the Company had cash of $415,562 and its current liabilities exceed its current assets by $570,514. The Company currently is not generating any revenues. It has incurred losses since inception and had an accumulated deficit of $7,988,256 as at January 31, 2025. Whether and when the Company can obtain profitability and positive cash flows from operations is uncertain. These factors indicate the existence of a material uncertainty that may cast significant doubt about the ability of the Company to continue as a going concern. The Company's ability to continue its operations is dependent on its success in raising equity through share issuances, suitable debt financing and/or other financing arrangements. While the Company has been successful in raising equity in the past, there can be no guarantee that it will be able to raise sufficient funds to fund its activities and general and administrative costs in the next twelve months and in the future. These consolidated financial statements do not give effect to the required adjustments to the carrying amounts and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.

2. BASIS OF PREPARATION

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB").

(b) Basis of presentation

These consolidated financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit or loss ("FVTPL"), which are stated at their fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. The material accounting policies, as disclosed, have been applied consistently to all periods presented in these consolidated financial statements.

(c) Basis of consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, 2262496 Alberta Ltd. ("226"), Elkhorn Gold Exploration LLC ("Elkhorn"), and Minas Metals Brasil Ltd. Intercompany balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated on consolidation.

(d) Presentation and functional currency

The presentation and functional currency of the Company and its subsidiaries is the Canadian dollar. All amounts in these consolidated financial statements are expressed in Canadian dollars, unless otherwise indicated.

(e) Material accounting judgments and estimates

The preparation of consolidated financial statements in accordance with IFRS requires management to make certain critical accounting estimates and assumptions about the future and to exercise judgment in applying the Company's accounting policies. Actual results could differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. The impacts of changes to estimates are recognized in the period estimates are revised and in future periods affected. The critical judgments and assumptions made by management and other major sources of measurement uncertainty are discussed in Note 4.

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Universal Digital Inc. (formerly Minas Metals Ltd.)

Notes to the Consolidated Financial Statements

For the Years Ended January 31, 2025 and 2024

(Expressed in Canadian Dollars)

3. MATERIAL ACCOUNTING POLICY INFORMATION

The material accounting policies used in the preparation of these consolidated financial statements are as follows:

(a) Foreign currency transactions

Transactions in currencies other than the Canadian dollar ("foreign currencies"), the Company's functional currency, are recorded at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at the date of the statement of financial position. Non-monetary items that are denominated in foreign currencies and measured at other than fair value are translated using the rates of exchange at the transaction dates. Foreign exchange gains and losses are included in net loss for the period.

The monetary assets and liabilities of foreign operations are translated into Canadian dollars at period-end exchange rates and their revenue and expense items are translated at exchange rates prevailing at the date of the transactions. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. The resulting exchange differences are included in net loss for the period.

(b) Financial instruments

i) Classification and measurement

Financial asset

The classification and measurement of financial assets is based on the Company's business models for managing its financial assets and whether the contractual cash flows represent solely payments of principal and interest ("SPPI"). Financial assets are initially measured at fair value less, for an item not at fair value through profit or loss, transaction costs directly attributable to its acquisition or issue, and are subsequently measured at either (i) amortized cost; (ii) fair value through other comprehensive income, or (iii) at fair value through profit or loss.

Amortized cost

Financial assets classified and measured at amortized cost are those assets that are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and the contractual terms of the financial asset give rise to cash flows that are SPPI. Financial assets classified at amortized cost are measured using the effective interest method. The Company does not have any assets classified and measured at amortized cost.

Fair value through profit or loss ("FVTPL")

Financial assets classified and measured at FVTPL are those assets that do not meet the criteria to be classified at amortized cost or at FVTOCI. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets held at FVTPL are included in profit or loss in the period in which they arise. The Company's cash is classified in this category.

Financial liabilities

Financial liabilities are classified as either financial liabilities at fair value through profit or loss or financial liabilities subsequently measured at amortized cost. All interest-related charges are reported in profit or loss within interest expense, if applicable.

Amortized cost

Other financial liabilities are non-derivatives and are initially recognized at fair value net of any transaction costs directly attributable to the issuance of the instrument and subsequently carried at amortized cost using the effective interest rate method. This ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the consolidated statements of financial position. Interest expense in this context includes initial transaction costs and premiums payable on redemption, as well as any interest or coupon payable while the liability is outstanding. Accounts payable and loans payable are included in this category and represent liabilities for goods and services provided to the Company prior to the end of the period that are unpaid.

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Universal Digital Inc. (formerly Minas Metals Ltd.)

Notes to the Consolidated Financial Statements

For the Years Ended January 31, 2025 and 2024

(Expressed in Canadian Dollars)

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

(b) Financial instruments (continued)

ii) Derecognition of financial assets and liabilities

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in profit or loss. However, gains and losses on derecognition of financial assets classified as FVTOCI remain within accumulated other comprehensive income (loss).

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and / or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. Gains and losses on derecognition are generally recognized in profit or loss.

iii) Impairment of financial assets

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset 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 Company measures the loss allowance for the financial asset at an amount equal to twelve month expected credit losses. The Company recognizes in the consolidated statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

(c) Restoration, rehabilitation, and environmental obligations

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of long-term assets, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future restoration cost estimates arising from the decommissioning of plant and other site preparation work is capitalized to exploration and evaluation assets along with a corresponding increase in the restoration provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value. The restoration asset will be depreciated on the same basis as other assets.

The increase in the restoration provision due to the passage of time is recognized as interest expense.

The costs of restoration projects that were included in the provision are recorded against the provision as incurred. The costs to prevent and control environmental impacts at specific properties are capitalized in accordance with the Company's accounting policy for exploration and evaluation assets.

(d) Exploration and evaluation expenditures

Exploration and evaluation expenditures include the costs of acquiring licenses, costs associated with exploration and evaluation activity, and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination. Exploration and evaluation expenditures are capitalized. Costs incurred before the Company has obtained the legal rights to explore an area are recognized in profit or loss.

Government tax credits are recorded as a reduction to the cumulative costs incurred and capitalized on the related property in the period it is received.

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 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 property, plant and equipment.

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Universal Digital Inc. (formerly Minas Metals Ltd.)

Notes to the Consolidated Financial Statements

For the Years Ended January 31, 2025 and 2024

(Expressed in Canadian Dollars)

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

(d) Exploration and evaluation expenditures (continued)

Recoverability of the carrying amount of any exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

(e) Share capital

Common shares

Common shares issued are classified as share capital, a component of shareholders' equity. Transaction costs directly attributable to the issuance of common shares are recognized as a deduction from share capital.

Equity units

Proceeds received on the issuance of units, comprised of common shares and warrants, are allocated using the residual value method. Under the residual value method, proceeds are allocated to the common shares up to their fair value, determined by reference to the quoted market price of the common shares on the issuance date, and the remaining balance, if any, to the reserve for warrants.

(f) Share options and warrants

All share options and warrants are recorded in reserves, a component of shareholders' equity, until exercised. Upon exercise, the consideration received plus the amounts in reserves attributable to the options and/or warrants being exercised are credited to share capital. When share options and warrants expire unexercised or are cancelled, other than cancellations resulting from forfeitures when vesting conditions are not satisfied, the amounts recognized in reserves are reclassified to accumulated deficit.

Stock-based compensation to employees and consultants is measured at the fair value of the instruments granted. Stock-based compensation to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instrument issued, if it is determined that the fair value of the goods or services received cannot be reliability measured, and are recorded at the date the goods and services are received. Stock-based compensation is measured at the fair value of the goods or services received or the fair value of the equity instruments issued as calculated using the Black-Scholes Option Pricing Model. The offset to the recorded expense is to reserves. The fair value of awards is calculated using the Black-Scholes Option Pricing Model which considers the following factors: exercise price; current market price of the underlying shares; expected life of the award; risk-free interest rate; forfeiture rate; and expected volatility.

(g) Income taxes

Income tax on profit or loss comprises current and deferred tax. Income tax is recognized in profit or loss, except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax expense is the expected tax payable on taxable income for the period.

Deferred tax is provided for using the asset and liability method of accounting, whereby deferred tax assets and liabilities are recognized for the future tax effects of differences between the carrying amounts of assets and liabilities in the consolidated statement of financial position and the tax bases of the assets and liabilities (temporary differences), unused tax losses and other income tax deductions. Temporary differences on the initial recognition of assets or liabilities that affect neither accounting nor taxable profit or loss are not provided for. Deferred tax assets and liabilities are measured based on the expected manner of realization or settlement of the carrying amounts of the related assets and liabilities, using tax rates enacted or substantively enacted at the consolidated statement of financial position date. Deferred tax assets are recognized for deductible temporary differences, unused tax losses and other income tax deductions only to the extent that it is probable that future taxable profits will be available against which those deductible temporary differences, unused tax losses and other income tax deductions can be utilized.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

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Universal Digital Inc. (formerly Minas Metals Ltd.)

Notes to the Consolidated Financial Statements

For the Years Ended January 31, 2025 and 2024

(Expressed in Canadian Dollars)

3. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

(h) Impairment of non-financial assets

Impairment tests on non-financial assets, including exploration and evaluation assets are undertaken whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount, which is the higher of value in use and fair value less costs to sell, the asset is written down accordingly.

The Company assesses exploration and evaluation assets for impairment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount. The recoverable amount is the higher of the asset's fair value less costs to sell and value in use.

Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset's cash-generating unit, which is the lowest group of assets in which the asset belongs for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets.

An impairment loss is charged to profit or loss, except to the extent it reverses gains previously recognized in profit or loss.

(i) Recent accounting pronouncements

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning on or after January 1, 2025, and have not been early adopted in preparing these consolidated financial statements. None of these are expected to have a material effect on the consolidated financial statements.

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18, Presentation and disclosure in financial statements ("IFRS 18"), which replaces IAS 1, Presentation of financial statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented in three defined categories (operating, investing and financing), and by specifying certain defined totals and subtotals. Where company-specific measures related to income statement disclosure are provided ("management-defined performance measures"), IFRS 18 requires additional disclosure around those management-defined performance measures in the financial statements. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 does not affect the recognition and measurement of items in the financial statements, nor does it affect which items are classified in other comprehensive income and how these items are classified.

The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required and early application is permitted. The Company is currently assessing the effect of this new standard to its consolidated financial statements in future periods.

4. MATERIAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Material accounting judgments

The critical judgments, apart from those involving estimations, that management has made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements are as follows:

Going concern

The assessment of the Company's ability to continue as a going concern and to raise sufficient funds to pay for its ongoing operating expenditures and meet its liabilities for the ensuing year involves significant judgment based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances.

Impairment of long-lived assets

The carrying value and the recoverability of long-lived assets, including exploration and evaluation assets, are evaluated at each reporting date. Management assesses for indicators of impairment, which includes assessing whether facts or circumstances exist that suggest the carrying amount exceeds the recoverable amount.

---

Universal Digital Inc. (formerly Minas Metals Ltd.)

Notes to the Consolidated Financial Statements

For the Years Ended January 31, 2025 and 2024

(Expressed in Canadian Dollars)

4. MATERIAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (continued)

Key sources of estimation uncertainty

The key assumptions management has made about the future and other major sources of estimation uncertainty at the date of the consolidated statement of financial position that have significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:

Income taxes

The Company recognizes deferred tax assets for deductible temporary differences, unused tax losses and other income tax deductions only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, unused tax losses and other income tax deductions can be utilized. In assessing the probability of realizing the income tax benefits of deductible temporary differences, unused tax losses and other income tax deductions, management makes estimates related to expectations of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. The likelihood that tax positions taken will be sustained upon examination by applicable tax authorities is assessed based on individual facts and circumstances of the relevant tax position evaluated in light of all available evidence.

As at January 31, 2025, the Company has not recognized any deferred tax assets for deductible temporary differences. Changes in any of the above-mentioned estimates can materially affect the amount of income tax assets recognized. In addition, where applicable tax laws and regulations are either unclear or subject to varying interpretations, changes in these estimates can occur that materially affect the amounts of income tax assets recognized. The Company reassesses unrecognized income tax assets at the end of each reporting period.

Valuation of stock-based compensation

The Company uses the Black-Scholes Option Pricing Model for valuation of stock-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.

5. EXPLORATION AND EVALUATION ASSETS

	Butte Projects	Cracker Creek	Total
Acquisition Costs
Balance, January 31, 2023	$ -	$ 766,414	$ 766,414
Additions	805,157	269,972	1,075,129
Impairment	(805,157)	-	(805,157)
Balance, January 31, 2024	-	1,036,386	1,036,386
Impairment	-	(758,757)	(758,757)
Recovery of costs	-	(277,629)	(277,629)
Balance, January 31, 2025	$ -	$ -	$ -
Deferred Exploration Costs
Balance, January 31, 2023	$ -	$ 2,043,143	$ 2,043,143
Consulting (Note 10)	-	146,977	146,977
Land maintenance	140,189	36,095	176,284
Geophysics	-	24,704	24,704
Other	-	24,531	24,531
Impairment	(140,189)	(2,089,581)	(2,229,770)
Balance, January 31, 2024	-	185,869	185,869
Impairment	-	(185,869)	(185,869)
Balance, January 31, 2025	$ -	$ -	$ -
Total
Balance, January 31, 2024	$ -	$ 1,222,255	$ 1,222,255
Balance, January 31, 2025	$ -	$ -	$ -

---

Universal Digital Inc. (formerly Minas Metals Ltd.)

Notes to the Consolidated Financial Statements

For the Years Ended January 31, 2025 and 2024

(Expressed in Canadian Dollars)

5. EXPLORATION AND EVALUATION ASSETS (continued)

Cracker Creek Gold Property, Oregon, USA

On November 9, 2020, 226 entered into an Exploration and Purchase Option Agreement (the "Option Agreement") with Cracker Creek Gold Corporation ("Cracker Creek"), whereby 226 has the option (the "Option") to acquire an undivided 100% legal and beneficial right, title and interest in and to the Cracker Creek Gold Property (the "Property") located in Bourne, Oregon, USA for a total purchase price of US$3,200,000 (the "Purchase Price"). The Option Agreement was amended on July 24, 2023, which included the assignment of the Option Agreement from 226 to Elkhorn.

To maintain the Option Agreement in good standing, 226 must:

i) Pay US$100,000 in cash upon signing (paid $131,503 during the period ended January 31, 2021);
ii) Make 5 cash payments of US$60,000 every six months after the effective date ($159,516 paid during the year ended January 31, 2023; $149,017 paid during the year ended January 31, 2022, $82,414 paid during the year ended January 31, 2024. This obligation has been satisfied);
iii) Pay US$100,000 on or before the earlier of: (i) the date which is 5 business days following completion of an equity financing for gross proceeds of at least US$2,000,000; or (ii) November 9, 2023 ($144,840 included in accrued liabilities at January 31, 2025 (2024 - $133,970) (Note 6));
iv) Issue shares with a value of US$100,000, issuable at the deemed price, upon or before the earlier of: (1) the successful completion of a drill program at the Property or at least 4,000 meters or (2) April 30, 2024 (this amount has not been accrued as notice of termination was received);
v) Pay US$150,000 and shares with a value of US$50,000 issuable at the deemed price, on or before June 30, 2024 (these amounts have not been accrued as notice of termination was received);
vi) Pay US$175,000 and shares with a value of US$75,000 issuable at the deemed price, on or before June 30, 2025; and
vii) Pay US$190,000 and shares with a value of US$100,000 issuable at the deemed price, on or before June 30, 2026.

If the Option Agreement has been maintained in good standing, 226 may exercise its option to purchase the Property at any time after the signing date as follows:

i) On or before June 30, 2027, deliver notice to Cracker Creek of 226's decision to exercise the Option (the "Exercise Notice");
ii) Perform certain closing requirements including payment in full of the remaining balance of the Purchase Price.

The Property is subject to a 2.5% net smelter returns ("NSR") royalty held by Cracker Creek.

On November 21, 2020, 226 entered into a Services Agreement (the "Services Agreement") with Minefinders LLC ("Minefinders") for services provided by Minefinders related to the signing of the Option Agreement with Cracker Creek. As consideration for services rendered, 226 agreed to make certain payments to Minefinders and to grant to Minefinders a 0.5% NSR royalty (the "Minefinders NSR") at the commencement of commercial production at the Property. 226 shall have the option (the "Royalty Option") to purchase the Minefinders NSR at any time within two years of signing the Services Agreement for US$500,000.

The payments for services rendered shall be made by 226 as follows:

i) US$40,000 in cash upon signing (paid $68,797 during the period ended January 31, 2021);
ii) US$40,000 every six months after the signing date until the earlier of (i) the date that 226 exercises its Option as provided under the Option Agreement, (ii) the date that the Option Agreement is terminated according to its terms and (iii) May 1, 2024 (paid $53,288 during the period ended January 31, 2021, $98,703 during the year ended January 31, 2022, $105,590 paid during the year ended January 31, 2023 and $57,936 included in accrued liabilities at January 31, 2025 (2024 - $53,588) (Note 6));
iii) Unless the Royalty Option has been exercised by 226, US$500,000 on the date that commercial production is achieved; and
iv) Unless the Royalty Option has been exercised by 226, US$500,000 on the date that is 12 months from the date that commercial production is achieved.

During the year ended January 31, 2024, the Company determined that the current economic conditions surrounding the Cracker Creek property deemed it appropriate to carry out an impairment assessment as to whether the carrying amount of the property exceeded its recoverable amount. Indicators of impairment were identified, and the recoverable amount was determined to be $1,222,255, with an impairment loss of $2,089,581 being recognized related to the property.

13

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Universal Digital Inc. (formerly Minas Metals Ltd.)

Notes to the Consolidated Financial Statements

For the Years Ended January 31, 2025 and 2024

(Expressed in Canadian Dollars)

5. EXPLORATION AND EVALUATION ASSETS (continued)

On May 2, 2024, a terms sheet was signed with a counterparty interested in acquiring the Cracker Creek property, as part of this terms sheet a non-refundable deposit of $252,226 was received by Universal, which was treated as a recovery of costs on the property. A further $25,403 was recognized as a recovery of costs related to the property during the year ended January 31, 2025. During the year ended January 31, 2025, it was determined that the current economic conditions surrounding the Cracker Creek property deemed it appropriate to carry out an impairment assessment as to whether the carrying amount of the property exceeded its recoverable amount. It was determined that there were indicators of impairment, and that the recoverable amount was determined to be $Nil, with an impairment expense of $944,626 being recognized related to the property.

Iron Butte Project, Lander County, Nevada, USA

On May 10, 2023, the Company entered into a definitive assignment and assumption agreement (the "Definitive Agreement"), with Aero Energy Ltd. (formerly Angold Resources Ltd.) ("Aero") to obtain the legal rights and obligations of the Iron Butte Project ("Iron Butte"). In consideration for the assignment, the Company issued 500,000 common shares with a fair value of $192,655 to Aero, and assumed all obligations of the Iron Butte project with respect to the option agreement (Note 8). Following completion of the assignment, Universal will hold the rights to acquire the Iron Butte Project pursuant to the option agreement, in consideration for completing the following cash payments and share issuances:

i) US$150,000 in cash and US$45,000 in common shares on the date of or before December 21, 2023 ($217,260 included in accrued liabilities and $60,287 included in obligation to issue shares at January 31, 2025 (2024 - $200,955 in accrued liabilities and $60,287 in obligation to issue shares) (Note 6));
ii) US$200,000 in cash and US$63,000 in common shares on the date of or before December 21, 2024;
iii) US$300,000 in cash and US$90,000 in common shares on the date of or before December 21, 2025; and
iv) US$500,000 in cash on the date of or before December 21, 2026.

As part of the Agreement, the Company is obliged to pay US$30,000 in cash to Grandview Exploration LLC as part of the management fee relating to the period May 1 to December 31, 2022, payable on the date of or before December 26, 2023. The Iron Butte option agreement terminated because the payment was not made. At January 31, 2025, included in accrued liabilities is $43,452 for this obligation (2024 - $40,191) (Note 6).

Hope Butte Project, Malheur County, Oregon

On May 10, 2023, the Company entered into a Definitive Agreement, with Aero to obtain the legal rights and obligations of the Hope Butte Project ("Hope Butte"). In consideration for the assignment, the Company issued 500,000 common shares with a fair value of $192,655 to Aero, and to assume all obligations of the Hope Butte project with respect to the option agreement (Note 8). Following completion of the assignment, Universal will hold the rights to acquire the Hope Butte Project pursuant to the option agreement, in consideration for completing the following cash payments and share issuances:

i) US$75,000 in cash and US$50,000 in common shares on the date of or before October 12, 2023; (as at January 31, 2025, $108,630 is included in accrued liabilities and $66,985 included in obligation to issue shares (2024 - $100,478 in accrued liabilities and $66,985 included in obligation to issue shares) (Note 6));
ii) US$150,000 in cash and US$75,000 in common shares on the date of or before October 12, 2024;
iii) US$200,000 in cash on the date of or before October 12, 2025; and
iv) US$250,000 in cash on the date of or before October 12, 2026.

On January 21, 2024, the Company received written notice of termination of the Hope Butte option agreement due to default for failure to fulfil the obligations to pay cash and issue shares on the due dates noted above. During the year ended January 31, 2024, the Company began the process of terminating the Butte Properties agreements, after the Company was in default for obligations relating to the Definitive Agreement with Aero. As a result, the Company recognized an impairment loss of $945,346 for the properties in order to adjust their carrying values to their recoverable amounts of $Nil.

As at January 31, 2025, the Company had deposits of $37,082 (January 31, 2024 - $49,049) for bond payments related to mineral properties.

14

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Universal Digital Inc. (formerly Minas Metals Ltd.)

Notes to the Consolidated Financial Statements

For the Years Ended January 31, 2025 and 2024

(Expressed in Canadian Dollars)

6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The Company's accounts payable and accrued liabilities are composed of the following:

	January 31, 2025	January 31, 2024
Accounts payable (Note 10)	$ 366,062	$ 288,090
Accrued liabilities (Notes 5 and 10)	644,766	728,064
Total	$ 1,010,828	$ 1,016,154

7. LOANS PAYABLE

On May 25, 2023, the Company entered into a promissory note loan agreement with TY & Sons Investments Inc. ("TY & Sons"), where an advance of $100,000 was made upon the execution of the promissory note. On July 21, 2023, a further $50,000 was advanced to the Company within the same promissory note agreement. Under the terms of the agreement, $2,343 of interest expense was incurred up the date of settlement. On August 9, 2023, the Company settled the outstanding indebtedness of $150,000 promissory note through the issuance of 150,000 units at a fair value of $1.00 per unit (Note 8).

On September 21, 2023, the Company entered into another promissory note loan agreement with TY & Sons, where an advance of $50,000 was made upon the execution of the promissory note. Under the terms of the agreement, $6,054 of interest expense was incurred to December 15, 2024 (2024 - $1,808). On December 20, 2024, the Company entered into a debt settlement agreement, whereby $300,000 of amounts payable were settled through issuance of 6,000,000 shares at a deemed price of $0.05 per share. Included in this debt settlement was $241,603 of accounts payable and the remaining balance of loans and accrued interest of $58,397 (Note 8).

Also on September 21, 2023, the Company entered into a promissory note loan agreement with Carrera Capital International Ltd. ("Carrera Capital"), where an advance of $50,000 was made upon the execution of the promissory note. Under the terms of the agreement, $6,781 of interest expense was incurred to January 31, 2025 (2024 - $1,808). On this date, the loan principal and interest payable of $56,781 was paid in full to Carrera Capital.

8. SHARE CAPITAL

a) Authorized

Unlimited number of common shares without par value.

b) Share consolidation

On December 31, 2024, the Company completed a consolidation of its common share capital on a ten-for-one basis ("the Consolidation"). All references to the number of shares and per-share amounts have been retroactively restated to reflect the consolidation.

c) Issued

Year ended January 31, 2025

On April 2, 2024, 130,000 common shares were issued pursuant to the exercise of restricted share units ("RSUs") (Note 9).

On December 20, 2024, the Company settled certain outstanding indebtedness totaling $300,000 through the issuance of 6,000,000 common shares at $0.05 per share. Included in the amounts settled was $241,603 of accounts payable and $58,397 of loans payable (Note 7).

On January 10, 2025, the Company closed a non-brokered private placement of 12,000,000 common shares at $0.05 per share for gross proceeds of $600,000. Share issuance costs of $19,371 were incurred in relation to the private placement.

15

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Universal Digital Inc. (formerly Minas Metals Ltd.)

Notes to the Consolidated Financial Statements

For the Years Ended January 31, 2025 and 2024

(Expressed in Canadian Dollars)

8. SHARE CAPITAL (continued)

Year ended January 31, 2024

On May 18, 2023, the Company issued 1,000,000 common shares to Aero pursuant to the Definitive Agreement (Note 5). The shares had a fair value of $385,310 which was determined by the market share price of $0.60 with a 36% discount for lack of marketability due to resale restrictions. The shares were subject to an escrow arrangement until May 18, 2024, during which time they may not be traded.

On August 9, 2023, the Company closed a non-brokered private placement and issued 395,000 units at a price of $1.00 per unit for gross proceeds of $395,000. The Company incurred share issuance costs of $6,500 in connection with the private placement. Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $1.60 until August 9, 2025. Concurrent with the completion of the private placement, the Company settled the outstanding indebtedness of a $150,000 promissory note through the issuance of 150,000 units at a fair value of $1.00 per unit to TY & Sons (Note 7).

On September 20, 2023, 100,000 common shares were issued pursuant to the exercise of restricted share units (Note 9). On the same date, 10,000 common shares were issued at $0.60 per share gross proceeds of $6,000 pursuant to the exercise of stock options (Note 9). Accordingly, the fair value of $4,550 was transferred from reserve to share capital.

d) Escrow

At January 31, 2025, there were 42,000 common shares in escrow (2024 – 126,000). The shares will be released 15% every 6 months.

9. RESERVE

Stock Options

During the year ended January 31, 2025, the Company recognized stock-based compensation of $21,989 (2024 - $446,865) related to the vesting of granted options and restricted share units ("RSUs").

On May 8, 2023, the Company granted 85,000 stock options to officers, directors and consultants. Each stock option is exercisable into one common share of the Company at a price of $0.60 per common share for five years, all of which vested on the grant date. The fair value of the stock options was determined to be $38,678 using the Black-Scholes Option Pricing Model using the following assumptions: risk-free rate of 3.44%, expected life of 5 years, volatility factor of 100% and dividend yield of Nil%. During the year ended January 31, 2024, the Company recognized $38,678 in stock-based compensation expense for vested stock options.

On October 16, 2023, the Company granted 140,000 stock options to officers, directors and consultants. Each stock option is exercisable into one common share of the Company at a price of $1.40 per common share for five years, all of which vested on the grant date. The fair value of the stock options was determined to be $149,590 using the Black-Scholes Option Pricing Model using the following assumptions: risk-free rate of 4.23%, expected life of 5 years, volatility factor of 100% and dividend yield of Nil%. During the year ended January 31, 2024, the Company recognized $149,590 in stock-based compensation expense for vested stock options.

During the year ended January 31, 2024, $18,836 in stock-based compensation was recognized relating to options granted in 2021.

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Universal Digital Inc. (formerly Minas Metals Ltd.)

Notes to the Consolidated Financial Statements

For the Years Ended January 31, 2025 and 2024

(Expressed in Canadian Dollars)

9. RESERVE (continued)

A continuity schedule of the Company's outstanding stock options for the years ended January 31, 2025 and 2024 are as follows:

	January 31, 2025		January 31, 2024
	Number outstanding	Weighted average exercise price	Number outstanding	Weighted average exercise price
Outstanding, beginning of year	492,750	$ 1.33	382,250	$ 1.50
Granted	-	-	225,000	1.10
Exercised	-	-	(10,000)	0.60
Expired	(172,500)	1.45	(104,500)	1.50
Outstanding, end of year	320,250	$ 1.27	492,750	$ 1.33
Exercisable, end of year	320,250	$ 1.27	492,750	$ 1.33

During the year ended January 31, 2025, $135,919 was reclassified to deficit upon expiry of stock options (2024 - $71,748).

At January 31, 2025, the Company had outstanding stock options exercisable to acquire common shares of the Company as follows:

Expiry date	Options outstanding	Options exercisable	Exercise price	Weighted average remaining contractual life (in years)
April 30, 2026	135,250	135,250	$ 1.50	1.24
August 30, 2026	20,000	20,000	$ 1.50	1.58
May 8, 2028	70,000	70,000	$ 0.60	3.27
October 16, 2028	95,000	95,000	$ 1.40	3.71
	320,250	320,250	$ 1.27	2.44

Restricted Share Units

On May 8, 2023, 100,000 RSUs were granted to the CEO of the Company. The RSUs vested on September 11, 2023 and assumed an exercisable price of $0.60 per unit for a total fair value of $60,000. Upon vesting, the RSUs were exercised into 100,000 common shares (Note 8). During the year ended January 31, 2025, $Nil was recognized as stock-based compensation for these RSUs (2024 - $60,000).

On October 16, 2023, 130,000 RSUs were granted to the CEO and CFO of the Company. The RSUs fully vested February 17, 2024 and had an exercise price of $1.40 per unit for a total fair value of $182,000. These RSUs were exercised into common shares on April 2, 2024. On that date, $182,000 was transferred from reserves to share capital. During the year ended January 31, 2025, $24,952 was recognized as stock-based compensation for these RSUs (2024 - $157,048).

On January 20, 2025, 69,298 RSUs were granted to the former CEO of the Company as per the terms of their consulting agreement. These RSUs fully vest on July 25, 2025, and had an exercise price of $0.285 per unit. During the year ended January 31, 2025, $2,963 was recognized as a recovery of stock-based compensation for these RSUs (2024 - $22,713 accrued and expensed). Subsequent to January 31, 2025, these RSUs were cancelled (Note 14).

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Universal Digital Inc. (formerly Minas Metals Ltd.)

Notes to the Consolidated Financial Statements

For the Years Ended January 31, 2025 and 2024

(Expressed in Canadian Dollars)

9. RESERVE (continued)

The following is a continuity of the Company's RSUs outstanding for the years ended January 31, 2025 and 2024:

	January 31, 2025		January 31, 2024
	Number outstanding	Weighted average exercise price	Number outstanding	Weighted average exercise price
Outstanding, beginning of year	130,000	$ 1.40	-	$ -
Granted	69,298	0.29	230,000	1.10
Exercised	(130,000)	1.40	(100,000)	0.60
Outstanding, end of year	69,298	$ 0.29	130,000	$ 1.40
Exercisable, end of year	-	$ -	-	$ -

At January 31, 2025, the Company had outstanding restricted share units as follows:

Vesting date	RSUs outstanding	RSUs exercisable	Exercise price	Weighted average remaining contractual life (in years)
July 25, 2025	69,298	-	$ 0.29	0.48

Warrants

A continuity schedule of the Company's outstanding warrants for the years ended January 31, 2025 and 2024 are as follows:

	January 31, 2025		January 31, 2024
	Number outstanding	Weighted average exercise price	Number outstanding	Weighted average exercise price
Outstanding, beginning of year	545,000	$ 1.60	-	$ -
Granted	-	-	545,000	1.60
Outstanding, end of year	545,000	$ 1.60	545,000	$ 1.60
Exercisable, end of year	545,000	$ 1.60	545,000	$ 1.60

At January 31, 2025, the Company had outstanding warrants exercisable to acquire common shares of the Company as follows:

Expiry date	Warrants outstanding	Warrants exercisable	Exercise price	Weighted average remaining contractual life (in years)
August 8, 2025	545,000	545,000	$ 1.60	0.52

10. RELATED PARTY TRANSACTIONS

The Company's related parties consist of its key management personnel, including its directors and officers.

During the year ended January 31, 2025, the Company paid or accrued total consulting fees of $Nil to the former COO (2024 - $126,158). An amount of $Nil (2024 - $126,158) was capitalized in exploration and evaluation assets as it relates to project management on the property (Note 5).

During the year ended January 31, 2025, the Company incurred management fees of $193,000 to the CEO (2024 - $198,000) (recorded in Management fees), and $45,000 to the former CFO (2024 - $53,500) (recorded in General and administrative costs).

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Universal Digital Inc. (formerly Minas Metals Ltd.)

Notes to the Consolidated Financial Statements

For the Years Ended January 31, 2025 and 2024

(Expressed in Canadian Dollars)

10. RELATED PARTY TRANSACTIONS (continued)

During the year ended January 31, 2025, the Company recognized stock-based compensation for directors and officers of $21,989 (2024 - $325,582) related to the vesting of granted options and RSUs. In the event of a change of control of the Company all options and RSUs granted to the CEO will immediately vest.

As at January 31, 2025, the Company owed a total of $Nil to the CEO (2024 - $113,900), $Nil to the former COO (2024 - $88,278) and $Nil to the former CFO (2024 - $7,500) (Note 6). These amounts are unsecured, non-interest bearing and have no fixed payment terms.

During the year ended January 31, 2024, the Company issued 10,000 units for gross proceeds of $10,000 to the CEO as part of the private placement closed August 9, 2023 (Note 8).

On March 14, 2023, the Company entered into a consulting agreement with the CEO, whereby the Company will pay the CEO annual management fees of $216,000. The Company or the CEO may terminate the agreement at any time with 30 days written notice. If the Company terminates the agreement by way of notice, the Company will pay the CEO $216,000 plus 50% of any bonus payable to the CEO up to the date of termination. If the termination date is within 12 months of a change of control of the Company, the Company will pay the CEO $324,000 plus 50% of any bonus payable to the CEO up to the date of termination.

11. FINANCIAL INSTRUMENTS

a) Categories of financial instruments and fair value measurements

The Company's financial assets and liabilities are classified as follows:

	January 31, 2025	January 31, 2024
Financial assets:
Fair value through profit and loss
Cash	$ 415,562	$ 9,218
Financial liabilities:
Amortized cost
Accounts payable	$ 366,062	$ 288,090
Loans payable	$ -	$ 105,959

The fair values of the Company's accounts payable and loans payable approximate their carrying amounts due to the short-term nature of these instruments.

b) Management of financial risks

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. At January 31, 2025, the Company was exposed to credit risk on its cash.

The Company's cash is held with a high credit quality financial institution as at January 31, 2025, management considers its exposure to credit risk to be low.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. The Company manages liquidity risk by maintaining adequate cash and managing its capital and expenditures.

At January 31, 2025, the Company had cash of $415,562 (2024 - $9,218) and current liabilities of $1,010,828 (2024 - $1,122,113) with contractual maturities of less than one year. The Company did not have sufficient cash to meet its current liabilities at January 31, 2025, therefore the Company assessed its liquidity risk as high as at January 31, 2025.

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Universal Digital Inc. (formerly Minas Metals Ltd.)

Notes to the Consolidated Financial Statements

For the Years Ended January 31, 2025 and 2024

(Expressed in Canadian Dollars)

11. FINANCIAL INSTRUMENTS (continued)

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company's financial assets and financial liabilities are not exposed to interest rate risk due to their short-term nature and maturity. The Company is not exposed to interest rate risk at January 31, 2025.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign currency risk to the extent that it has monetary assets and liabilities denominated in foreign currencies. As at January 31, 2025, management considers its exposure to foreign currency risk to be low.

12. CAPITAL MANAGEMENT

The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of equity composed of issued share capital. The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issuances or by undertaking other activities as deemed appropriate under the specific circumstances. The Company is not subject to externally imposed capital requirements. There have been no changes to the Company's management of capital during the year ended January 31, 2025.

13. INCOME TAXES

The tax effect (computed by applying the Canadian federal and provincial statutory rate) of the significant temporary differences, which comprise deferred income tax assets and liabilities, are as follows:

	January 31, 2025	January 31, 2024
Net loss for the year	$ (1,618,088)	$ (4,213,054)
Canadian statutory income tax rate	27%	27%
Income tax recovery at statutory rate	$ (436,884)	$ (1,137,525)
Tax effect of:
Difference in tax rates	15,062	11,943
Non-deductible items and other	(2,445)	313,491
Change in unrecognized deferred income tax assets	424,267	812,091
Income tax provision	$ -	$ -

The significant components of the Company's deferred income tax assets and liabilities are as follows:

	January 31, 2025	January 31, 2024
Deferred income tax assets
Non-capital losses carried forward	$ 827,417	$ 590,079
Share issuance costs	8,891	7,877
Exploration and evaluation assets	750,102	564,187
Unrecognized deferred income tax assets	(1,586,410)	(1,162,143)
Net deferred income tax asset	$ -	$ -

As at January 31, 2025, the Company has non-capital losses carried forward of $3,300,164, which are available to offset future years' taxable income. These losses expire between 2039 and 2045.

14. SUBSEQUENT EVENTS

On March 13, 2025, the Company granted 950,000 RSUs to certain directors and officers of the Company pursuant to the Company's long-term incentive plan. Of the 950,000 RSUs granted, 250,000 RSUs vested immediately on the date of grant and were subsequently converted into common shares on the same date. The remaining 700,000 RSUs will vest in eight equal installments quarterly, over two years from the date of grant.

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Universal Digital Inc. (formerly Minas Metals Ltd.)

Notes to the Consolidated Financial Statements

For the Years Ended January 31, 2025 and 2024

(Expressed in Canadian Dollars)

14. SUBSEQUENT EVENTS (continued)

On March 28, 2025, the Company signed a Termination and Release Agreement with Cracker Creek Gold Corporation which formally terminated all rights and obligations under a prior option agreement relating to the Cracker Creek Gold Property in Oregon (Note 5). The agreement extinguishes the Company's obligations in relation to the property in exchange for a termination payment of US$19,070 to certain creditors.

Also on March 28, 2025, the Company signed an Assignment of Membership Interest, under which Universal assigned its interest in Elkhorn to Kenneth N. Tullar, a former director of the Company. The transaction included the assumption of US$2,323 of liabilities by Universal and a commitment to loan US$5,000 for reclamation work related to the Iron Butte Exploration Project.

On April 4, 2025, 69,298 RSUs which were unvested were cancelled (Note 9).

On April 24, 2025, a civil claim was filed in the Supreme Court of British Columbia by PGV Patriot Gold Vault Ltd. against the Company and Mr. Jon Bey (a former CEO of the Company). The claim alleges that Universal and Mr. Bey made misrepresentations concerning the existence and validity of an option agreement over a U.S.-based gold mining project known as the Cracker Creek Project. The plaintiff seeks the return of a US$250,000 non-refundable deposit paid under a term sheet, general and punitive damages and other relief. The Company disputes the allegations and intends to contest the claim.

On April 29, 2025, the Company received final approval from the Canadian Securities Exchange to complete its change of business from a junior mineral exploration company to an investment issuer. Concurrently, the Company changed its name from Minas Metals Ltd. to Universal Digital Inc. and began trading under the new ticker symbol "LFG" on April 30, 2025.

As part of the change of business, on April 25, 2025, the Company issued 13,500,000 common shares in exchange for a portfolio of digital assets comprising: 5,277.60 Solana tokens (SOL), 335,568.10 Cardano tokens (ADA) and 339,248.61 ai16z tokens.

As part of the change of business, on April 25, 2025, the Company issued 7,953,489 common shares to acquire a 19% equity interest in Geometric Galaxy Ltd., a British Virgin Islands company that owns and operates the crypto analytics platform BullWave. On May 13, 2025, the Company entered into an agreement to acquire the remaining 81% equity interest of in Geometric Galaxy Ltd in exchange for the issuance of 20,828,572 common shares. As of the date of these financial statements, the transaction has not yet closed and remains subject to approval by the Canadian Securities Exchange, as well as other customary regulatory and closing conditions.

On May 5, 2025, the Company granted 200,000 RSUs under its long-term incentive plan to a new director vesting in eight equal installments quarterly, over two years from the date of grant.

On May 7, 2025, the Company granted 500,000 RSUs under its long-term incentive plan to a new officer vesting in eight equal installments quarterly, over two years from the date of grant.

On May 21, 2025, the Company entered into a partnership with LongPoint Asset Management Inc. ("LongPoint") to develop and launch two new leveraged exchange-traded funds (ETFs) in Canada. A preliminary prospectus for these ETFs was filed on May 22, 2025, and they are intended to be listed on the Toronto Stock Exchange, subject to regulatory approval. Pursuant to the partnership agreement, the Company paid an upfront fee of $200,000 to LongPoint related to the establishment of the first two ETFs.

15. RESTATEMENT

In the year ended January 31, 2024, a liability was recorded for shares to be issued with respect to option agreements. In the current year, management determined that these liabilities should be recorded as equity as the obligation can only be settled in shares. Accordingly, the comparative figures for the year ended January 31, 2024 have been restated as follows:

	As previously reported	Adjustment	Restated
Accounts payable and accrued liabilities	$ 1,143,426	$ (127,272)	$ 1,016,154
Obligation to issue shares	$ -	$ 127,272	$ 127,272

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Universal Digital Inc. (formerly Minas Metals Ltd.)
Notes to the Consolidated Financial Statements
For the Years Ended January 31, 2025 and 2024
(Expressed in Canadian Dollars)

15. RESTATEMENT (continued)

The restatement only affects the consolidated statements of financial position and the consolidated statements of changes in shareholders' equity. There is no impact or effect on the consolidated statements of loss and comprehensive loss or the consolidated statements of cash flows.

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