Vendetta Mining Corp. — Audit Report / Information 2025

Sep 15, 2025

Financial Statements
(Expressed in Canadian dollars)

VENDETTA MINING CORP.

Year ended May 31, 2025 and 2024

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DAVIDSON & COMPANY LLP
Chartered Professional Accountants

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Vendetta Mining Corp.

Opinion

We have audited the accompanying financial statements of Vendetta Mining Corp. (the “Company”), which comprise the statements of financial position as at May 31, 2025 and 2024 and the statements of loss and comprehensive loss, changes in shareholders’ equity, and cash flows for the years then ended, and notes to the financial statements, including material accounting policy information.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at May 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

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 in our audit is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the financial statements, which indicates that the Company has a history of losses with no operating revenue, other than interest income, working capital deficiency of $1,023,212, and has an accumulated deficit of $24,565,153. As stated in Note 1, these events and conditions 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 financial statements of the current year ended. 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.

In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matter described below to be the key audit matter to be communicated in our auditor’s report.

Assessment of Impairment Indicators of Exploration and Evaluation Assets (“E&E Assets”)

As described in Note 6 to the financial statements, the carrying amount of the Company’s E&E Assets was $6,011,183 as of May 31, 2025. As more fully described in Note 2 to the financial statements, management assesses E&E Assets for indicators of impairment at each reporting period.

A member of Nexia International
1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada V7Y 1G6
Telephone (604) 687-0947 Davidson-co.com

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The principal considerations for our determination that the assessment of impairment indicators of the E&E Assets is a key audit matter is that there was judgment made by management when assessing whether there were indicators of impairment for the E&E Assets, specifically relating to the assets' carrying amount which is impacted by the Company's intent and ability to continue to explore and evaluate these assets. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate audit evidence relating to the judgments made by management in their assessment of indicators of impairment that could give rise to the requirement to prepare an estimate of the recoverable amount of the E&E Asset.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. Our audit procedures included, among others:

• Evaluating management's assessment of impairment indicators.
• Evaluating the intent for the E&E Assets through discussion and communication with management.
• Evaluating title to ensure mineral rights underlying the E&E Assets are in good standing.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report 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 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 IFRS Accounting 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.

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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.
• 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 financial statements of the current year ended 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 Michael MacLaren.

Vancouver, Canada

Chartered Professional Accountants

September 15, 2025

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VENDETTA MINING CORP.

Statements of Financial Position
(Expressed in Canadian dollars)

As at	May 31, 2025	May 31, 2024
Assets
Current assets:
Cash	$ 185,710	$ 18,314
Receivables	22,004	22,142
Prepaid expenses and advances (Note 4)	8,034	10,177
	215,748	50,633
Equipment and right-of-use asset (Note 5)	260	33,269
Exploration and evaluation assets (Note 6)	6,011,183	6,011,183
	$ 6,227,191	$ 6,095,085
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities (Note 11)	$ 1,206,692	$ 827,085
Lease liabilities (Note 7)	-	54,966
Loan payable (Notes 8 and 11)	32,268	-
	1,238,960	882,051
Shareholders’ equity:
Share capital (Note 9)	27,941,142	27,563,111
Subscriptions received in advance	6,000	6,000
Reserves (Note 9)	1,606,242	1,606,242
Deficit	(24,565,153)	(23,962,319)
	4,988,231	5,213,034
	$ 6,227,191	$ 6,095,085

Nature of operations and going concern (Note 1)

Approved on behalf of the Board:

“Michael J. Williams” Director

“Peter Voulgaris” Director

The accompanying notes are an integral part of these Financial Statements.

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VENDETTA MINING CORP.

Statements of Loss and Comprehensive Loss

(Expressed in Canadian dollars)

For the year ended	May 31, 2025	May 31, 2024
Expenses:
Accounting and legal (Note 11)	$ 77,398	$ 96,620
Amortization (Note 5)	33,009	36,048
Bank charges and interest	7,278	5,174
Business development	300	6,313
Exploration expenditures (Notes 6 and 11)	227,726	231,813
Filing and transfer agent fees	23,517	11,634
Foreign exchange gain	(1,151)	(602)
Insurance	17,943	20,015
Investor relations	9,143	42,882
Management fees (Note 11)	159,000	159,000
Office and administration (Note 11)	40,361	47,675
Travel and meals	2,867	4,008
	(597,391)	(660,580)
Lease accretion (Note 7)	(3,175)	(5,613)
Interest expense (Note 8)	(2,268)	-
Loss and comprehensive loss for the year	$ (602,834)	$ (666,193)
Loss per share – basic and diluted	$ (0.00)	$ (0.00)
Weighted average number of shares outstanding	346,347,961	323,189,057

The accompanying notes are an integral part of these Financial Statements.

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VENDETTA MINING CORP.

Statements of Changes in Shareholders' Equity
(Expressed in Canadian dollars)

	Share Capital		Subscriptions received in advance	Reserves		Deficit	Total Equity
	Shares	Amount		Share option reserves	Warrant and other reserves
May 31, 2023	323,189,057	$ 27,563,111	$ 6,000	$ 1,383,296	$ 222,946	$(23,296,126)	$ 5,879,227
Loss for the year	-	-	-	-	-	(666,193)	(666,193)
May 31, 2024	323,189,057	27,563,111	6,000	1,383,296	222,946	(23,962,319)	5,213,034
Private Placement	39,500,000	395,000	-	-	-	-	395,000
Share issuance costs	-	(16,969)	-	-	-	-	(16,969)
Loss for the year	-	-	-	-	-	(602,834)	(602,834)
May 31, 2025	362,689,057	$ 27,941,142	$ 6,000	$ 1,383,296	$ 222,946	$(24,565,153)	$ 4,988,231

The accompanying notes are an integral part of these Financial Statements.

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VENDETTA MINING CORP.

Statements of Cash Flows
(Expressed in Canadian dollars)

For the year ended	May 31, 2025	May 31, 2024
Cash flows from operating activities:
Loss for the year	$ (602,834)	$ (666,193)
Items not affected by cash:
Amortization	33,009	36,048
Lease accretion	3,175	5,613
Accrued interest on loan	2,268	-
Adjustment to lease	(501)	-
Changes in non-cash working capital items:
Receivables	138	(2,402)
Prepaid expenses and advances	2,143	19,961
Accounts payable and accrued liabilities	362,684	359,558
Cash used in operating activities	(199,918)	(247,415)
Cash flows from financing activities:
Proceeds from share issuances	395,000	-
Share issuance costs	(16,969)	(170)
Lease payments	(40,717)	(19,708)
Loan proceeds received	30,000	-
Cash provided by (used in) financing activities	367,314	(19,878)
Change in cash	167,396	(267,293)
Cash, beginning of the year	18,314	285,607
Cash, end of the year	$ 185,710	$ 18,314

There was no cash paid for income taxes or interest for the years presented.

The accompanying notes are an integral part of these Financial Statements.

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VENDETTA MINING CORP.

Notes to Financial Statements (Expressed in Canadian dollars)

Years ended May 31, 2025 and 2024

1. Nature of operations and going concern:

Vendetta Mining Corp. ("the Company" or "Vendetta") was incorporated pursuant to the provisions of the Business Corporations Act (British Columbia) on December 14, 2009. The Company is in the business of exploration and evaluation of mineral resources in Australia. Its common shares trade on the TSX Venture Exchange ("TSX-V") under the symbol VTT. The Company's registered address is Suite 1500 – 409 Granville Street, Vancouver, British Columbia, V6C 1T2.

The Company is an exploration stage company and engages principally in the acquisition and exploration of resource properties. The recoverability of the amounts shown for exploration and evaluation assets is ultimately dependent upon the existence of economically recoverable reserves, securing and maintaining title and beneficial interest in the properties, obtaining necessary financing to explore and develop the properties, entering into agreements with others to explore and develop the resource properties, and upon future profitable production or proceeds from disposition of the resource properties. The amounts shown as exploration and evaluation assets represent net costs incurred to date, less amounts recovered from third parties and/or written-off, and do not necessarily represent present or future values.

These Financial Statements have been prepared on a going-concern basis which assumes that the Company will be able to realize its assets and settle its obligations in the normal course of business.

The Company has a history of losses with no operating revenue, other than interest income, working capital deficiency of $1,023,212, and has an accumulated deficit of $24,565,153. The ability of the Company to carry out its planned business objectives is dependent on its ability to raise adequate financing from lenders, shareholders and other investors and/or generate operating profitability and positive cash flow. There can be no assurances that the Company will continue to obtain additional financial resources necessary and/or achieve profitability or positive cash flows. If the Company is unable to obtain adequate additional financing, the Company will be required to curtail operations, exploration and evaluation activities and there would be significant uncertainty whether the Company would continue as a going concern and realize its assets and settle its liabilities and commitments in the normal course of business. The Company estimates that it does not have sufficient funding for the ensuing 12 months of operations. These events and conditions indicate that a material uncertainty exists that may cast significant doubt about the Company's ability to continue as a going concern.

These Financial Statements do not reflect adjustments, which could be material, to the carrying values of assets and liabilities, which may be required should the Company be unable to continue as a going concern.

1. Material accounting policies:

(a) Basis of presentation:

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

Unless otherwise stated, amounts are expressed in Canadian dollars.

These condensed interim financial statements were authorized for issuance by the Board of Directors on September 15, 2025.

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VENDETTA MINING CORP.

Notes to Financial Statements (Expressed in Canadian dollars)

Years ended May 31, 2025 and 2024

2. Material accounting policies (continued):

(b) Cash:

The Company considers cash to include amounts held in banks and demand deposits. The Company holds its cash with financial institutions of high credit worthiness.

(c) Equipment:

Equipment is carried at cost, less accumulated depreciation and accumulated impairment losses. The cost of equipment consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. When parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment and amortized based on the component's useful life.

The Company provides for amortization on its equipment on the following basis:

Asset	Basis	Rate
Computer equipment	Declining balance	30%

Equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in profit or loss. Residual values and estimated useful lives are reviewed at least annually.

(d) Exploration and evaluation expenditures:

The Company is in the process of exploring its resource properties and has not yet determined whether these properties contain ore reserves that are economically recoverable.

Exploration and evaluation expenditures are recognized in profit or loss. Costs incurred before the Company has obtained legal rights to explore areas of interest are also recognized in profit or loss. Expenditures incurred by the Company in connection with the development of mineral resources after the technical feasibility and commercial viability of extracting a mineral resource are demonstrable are capitalized. Acquisition costs of resource properties, such as cash and share consideration and option payments, are capitalized. Annual payments to maintain properties in good standing are not considered acquisition costs and accordingly are not capitalized. Amounts received for the sale of resource properties and for option payments are treated as reductions of the cost of the property, with payments in excess of capitalized costs recognized in profit or loss. The recoverability of the amounts capitalized for the undeveloped resource properties is dependent upon the determination of economically recoverable ore reserves, confirmation of the Company's interest in the underlying mineral claims, the ability to obtain the necessary financing to complete their development, and future profitable production or proceeds from the disposition thereof. Subsequent recovery of the resulting carrying value depends on successful development or sale of the resource property. If a resource property does not prove viable, all unrecoverable costs associated with the project net of any impairment provisions are written off.

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VENDETTA MINING CORP.

Notes to Financial Statements (Expressed in Canadian dollars)

Years ended May 31, 2025 and 2024

2. Material accounting policy information (continued):

(d) Exploration and evaluation expenditures (continued):

Title to resource properties involves inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently unreliable conveyance history characteristics of many mineral properties. The Company has investigated title to all of its resource properties and to the best of its knowledge the properties are in good standing.

From time to time, the Company may acquire or dispose of properties pursuant to the terms of option agreements. Because option agreements are exercisable entirely at the discretion of the optionee, the amounts payable or receivable are not recorded. Option payments are recorded as exploration and evaluation assets or recoveries when the payments are made or received.

(e) Provision for closure and reclamation:

The Company recognizes statutory, contractual, legal, or other constructive obligations related to the retirement of its exploration and evaluation assets and its tangible long-lived assets when such obligations are incurred, if a reasonable estimate of fair value can be made. These obligations are measured initially at fair value and the resulting costs are capitalized to the carrying value of the related asset. In subsequent periods, the liability is adjusted for any changes in the amount or timing and for changes in the discount rate of the underlying future cash flows and for unwinding of the discount. The capitalized asset retirement cost is amortized to profit or loss over the life of the asset. Management has determined that no provision for closure and reclamation exists for the years presented.

(f) Income taxes:

Income tax expense comprises current and deferred income taxes. Current and deferred income taxes are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is 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 not recognized for the following temporary differences: 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, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted at the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

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VENDETTA MINING CORP.

Notes to Financial Statements (Expressed in Canadian dollars)

Years ended May 31, 2025 and 2024

2. Material accounting policy information (continued):

(f) Income taxes (continued):

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.

(g) Share capital:

The Company records proceeds from share issuances, net of issue costs and any tax effects, as share capital. Share capital issued for non-monetary consideration is recorded at fair value, being the quoted share price at the time of issuance. When determining the fair value of equity units issued in private placements, the fair value of the common shares issued in private placements is determined to be the more easily measurable component and is valued at fair value. The balance, if any, is allocated to the attached warrants. Warrants that are issued as payment for an agency fee or other transaction costs are accounted for as share-based payments.

(h) Share-based payments:

The cost of stock options granted to employees and directors for services received is measured using the estimated fair value at the date of the grant determined using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, including the expected term of the option and stock price volatility. Expected volatility is estimated with reference to the historical volatility of the share price of the Company. These estimates involve inherent uncertainties and the application of management judgment.

The costs of stock options are recognized over the vesting period of the options. The total amount recognized as an expense is adjusted to reflect the number of options expected to vest at each reporting date.

The corresponding credit for these costs is recognized in the share-based payment reserve in shareholders' equity.

Share-based compensation arrangements in which the Company receives other goods or services as consideration for its own equity instruments are accounted for as equity settled share-based payment transactions and measured at the fair value of goods or services received. If the fair value of the goods or services received cannot be estimated reliably, the share-based payment transaction is measured at the fair value of the equity instruments granted at the date the Company receives the goods or the services.

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VENDETTA MINING CORP.

Notes to Financial Statements (Expressed in Canadian dollars)

Years ended May 31, 2025 and 2024

2. Material accounting policy information (continued):

(i) Basic and diluted loss per share:

Basic loss per share is computed by dividing the loss for the year attributable to common shareholders by the weighted average number of common shares outstanding during the year.

The computation of diluted loss per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on the loss per share. The dilutive effect of outstanding options and warrants and their equivalents is reflected by assuming that the proceeds would be used to purchase common shares at the average market price during the year.

Since the Company has losses, the effect of outstanding stock warrants and options has not been included in this calculation as it would be anti-dilutive.

(j) Use of estimates and judgments:

The preparation of the financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The financial statements include estimates which, by their nature, are uncertain. The impact of such estimates is pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical accounting estimates

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the financial position reporting date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

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VENDETTA MINING CORP.

Notes to Financial Statements (Expressed in Canadian dollars)

Years ended May 31, 2025 and 2024

2. Material accounting policy information (continued):

(j) Use of estimates and judgments (continued):

Critical accounting judgments

Examples of significant judgments, apart from those involving estimation, include:

Exploration and evaluation assets

The recognition of exploration and evaluation assets requires judgments regarding future recoverability and carrying cost. The cost model is utilized and the value of the exploration and evaluation assets is based on the acquisition expenditures incurred. At every reporting period, management assesses the potential impairment which involves assessing whether or not facts or circumstances exist that suggest the carrying amount exceeds the recoverable amount.

Functional currency

The Company applied judgment in determining its functional currency. The functional currency determination was conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates.

Going concern

The assessment of the Company's ability to continue as a going concern involves judgment based on historical experience. Significant judgments are used in the Company's assessment of its ability to continue as a going concern, which are described in Note 1.

(k) Foreign currency transactions:

The presentation currency and functional currency of the Company is the Canadian dollar. Transactions of the Company denominated in other currencies are translated into the relevant functional currency using the exchange rates prevailing at the transaction date. Carrying values of monetary assets and liabilities denominated in foreign currencies are adjusted at each balance sheet date to reflect exchange rates prevailing at that date and the related foreign exchange gains or losses are recognized in profit or loss.

(l) Financial instruments:

Financial assets

The Company classifies its financial assets in the following categories: fair value through profit or loss, amortized cost or fair value through other comprehensive income. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of financial assets at initial recognition.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss ("FVTPL") are initially recognized at fair value with changes in fair value recorded in profit or loss. The Company does not have any financial assets designated as FVTPL.

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VENDETTA MINING CORP.

Notes to Financial Statements (Expressed in Canadian dollars)

Years ended May 31, 2025 and 2024

2. Material accounting policy information (continued):

(I) Financial instruments (continued):

Financial assets (continued)

Amortized cost

Financial assets are classified at amortized cost if both of the following criteria are met and the financial assets are not classified or designated as at fair value through profit or loss: 1) the Company's objective for these financial assets is to collect their contractual cash flows and 2) the asset's contractual cash flows represent 'solely payments of principal and interest'. The Company's cash and receivables are recorded at amortized cost.

Fair value through other comprehensive income ("OCI")

For financial assets that are not held for trading, the Company can make an irrevocable election at initial recognition to classify the instruments at fair value through other comprehensive income ("FVOCI"), with all subsequent changes in fair value being recognized in other comprehensive income as a component of equity. This election is available for each separate investment. Under the FVOCI category, fair value changes are recognized in OCI while dividends are recognized in profit or loss. On disposal of the investment the cumulative change in fair value is not recycled to profit or loss, rather transferred to deficit. The Company does not have any financial assets designated as FVOCI.

Financial liabilities

Financial liabilities are non-derivatives and are recognized initially at fair value, net of transaction costs, and are subsequently stated at amortized cost. Any difference between the amounts originally received, net of transaction costs, and the redemption value is recognized in profit or loss over the period to maturity using the effective interest method.

Financial liabilities are classified as current or non-current based on their maturity date. Financial liabilities include accounts payable and accrued liabilities, and loan payable.

Fair value hierarchy

Fair value measurements of financial instruments are required to be classified using a fair value hierarchy that reflects the significance of inputs in making the measurements. The levels of the fair value hierarchy are defined as follows.

• Level 1 Valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2 Valuation based on directly or indirectly observable inputs (other than Level 1 inputs) such as quoted interest or currency exchange rates; and
• Level 3 Valuation based on significant inputs that are not based on observable market data such as discounted cash flow methodologies based on internal cash flow forecasts.

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VENDETTA MINING CORP.

Notes to Financial Statements (Expressed in Canadian dollars)

Years ended May 31, 2025 and 2024

2. Material accounting policy information (continued):

(I) Financial instruments (continued):

Impairment

The Company assesses all information available, including on a forward-looking basis, the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as the reporting date, with the risk of default as at the date of initial recognition, based on all information available, and reasonable and supportive forward-looking information.

(m) Impairment of non-financial assets:

At the end of each reporting period the carrying amounts of the Company's long-lived assets, including exploration and evaluation 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 in order 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 loss subsequently reverses, the carrying amount of the asset (or cash generating unit) is increased to the revised estimate of 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.

(n) Government grants:

Government grants related to exploration and evaluation activities are recognized in profit or loss as a deduction from the related expenditure when there is reasonable assurance that the grant will be received. Grants that compensate the Company for the cost of an asset are recognized in profit or loss on a systematic basis over the useful life of the asset.

(o) Leases:

At inception of a contract, we assess whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. We assess whether the contract involves the use of an identified asset, whether we have the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement and if we have the right to direct the use of the asset.

15

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VENDETTA MINING CORP.

Notes to Financial Statements (Expressed in Canadian dollars)

Years ended May 31, 2025 and 2024

2. Material accounting policy information (continued):

(o) Leases (continued):

As a lessee, we recognize a right-of-use asset, and lease liabilities at the commencement date of a lease. The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease liabilities adjusted for any payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain measurements of the lease liabilities.

Lease liabilities are initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by the interest rate implicit in the lease, or if that rate cannot be readily determined, the incremental borrowing rate. Lease payments included in the measurement of the lease liabilities are comprised of:

• fixed payments, including in-substance fixed payments, less any lease incentives receivable;
• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
• amounts expected to be payable under a residual value guarantee;
• exercise prices of purchase options if we are reasonably certain to exercise that option; and
• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.

The lease liabilities are measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if there is a change in our estimate or assessment of the expected amount payable under a residual value guarantee, purchase, extension or termination option. Variable lease payments not included in the initial measurement of the lease liabilities are charged directly to profit.

3. New and revised standards and interpretations:

No new standards were adopted during the year ended May 31, 2025.

New accounting standards issued but not yet effective:

IFRS 18, Presentation and Disclosure in Financial Statements ("IFRS 18"), which will replace IAS 1, Presentation of Financial Statements aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statements of loss and comprehensive loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS 18 before that date. The Company has not yet determined the impact of this amendment on its financial statements.

16

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VENDETTA MINING CORP.

Notes to Financial Statements (Expressed in Canadian dollars)

Years ended May 31, 2025 and 2024

4. Prepaid expenses and advances:

Included in prepaid expenses and advances are:

	May 31, 2025	May 31, 2024
Prepaid expenses	$ 8,034	$ 8,964
Exploration advances	-	1,213
	$ 8,034	$ 10,177

5. Equipment and right-of-use asset:

	Office Equipment	Right-of-Use Asset	Total
Cost:
May 31, 2023, 2024, and 2025	$ 4,953	$ 71,775	$ 76,728
Accumulated amortization:
May 31, 2023	4,420	2,991	7,411
Amortization	160	35,888	36,048
May 31, 2024	4,580	38,879	43,459
Amortization	113	32,896	33,009
May 31, 2025	4,693	71,775	76,468
Net book value:
May 31, 2024	$ 373	$ 32,896	$ 33,269
May 31, 2025	$ 260	-	$ 260

6. Exploration and evaluation assets:

The Company's resource property with associated acquisition-related costs that has been capitalized and reflected on the statement of financial position is as follows:

	Pegmont Queensland, Australia
Balance, May 31, 2023, May 31, 2024, and May 31, 2025	$ 6,011,183

Pegmont Property, Queensland, Australia

As at May 31, 2019, the Company has earned a 100% interest in the Pegmont Property having paid option payments of AUD$2,250,000 (CAD$2,208,980), met expenditure requirements of $2,400,000, and drilled 17,000m to earn its interest. In connection with the Company exercising the option and as part of the final transfer of project titles, the Company also paid an advance royalty to Pegmont of AUD$3 million (CAD$2,824,200) and extension fees totaling AUD$450,000 (CAD$425,545) during the year ended May 31, 2019 to fully satisfy remaining requirements and complete its 100% acquisition of the Pegmont property. The Company received a royalty credit of the cash option payments of AUD$2.25 million and advanced royalty of AUD$3 million for a total of AUD$5.25 million, to be credited against future royalty payments.

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VENDETTA MINING CORP.

Notes to Financial Statements (Expressed in Canadian dollars)

Years ended May 31, 2025 and 2024

6. Exploration and evaluation assets (continued):

The property is subject to a 1.25% net smelter return royalty ("NSR"), subject to the credit of AUD$5.0 million in favour of the Company. In the case where ore is sold rather than concentrate, a separate royalty formula allows for a royalty of AUD$1.05 per tonne of ore sold, indexed to lead prices and to be conveyed to the vendor, again subject to the AUD$5.0 million credit. Where ore that is sold contains silver at concentrations above 64 ppm, an additional royalty amount is payable, starting at AUD$0.06 per gram, indexed to the price of silver.

Killer Bore Property, Queensland, Australia

During the year ended May 31, 2022, the Company entered into an option agreement to acquire 100% of the Killer Bore exploration concession in Australia, located near its Pegmont Property. Pursuant to the terms of the agreement, the Company may acquire a 100% interest in the property by making the following minimum work commitments:

a) $102,000 on exploration expenditures prior to the end of the 2nd anniversary (incurred during the year ended May 31, 2023); and
b) $398,000 on exploration expenditure between the start of the 3rd anniversary and prior to the end of the 5th Anniversary.

The Company shall grant the optionor a 2% NSR over the property. During the year ended May 31, 2024, the option agreement was terminated.

Exploration expenditures for the year ended May 31, 2025 are as follows:

	Pegmont
Geological consulting	$ 180,000
Permitting	41,564
Project management	6,162
Total for the year	$ 227,726

Exploration expenditures for the year ended May 31, 2024 are as follows:

	Pegmont	Killer Bore	Total
Analysis	$ 897	$ -	$ 897
Geological consulting	172,500	7,500	135,000
Permitting	47,540	-	47,540
Project management	3,376	-	3,376
Total for the year	$ 224,313	$ 7,500	$ 231,813

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VENDETTA MINING CORP.

Notes to Financial Statements (Expressed in Canadian dollars)

Years ended May 31, 2025 and 2024

7. Lease liabilities:

During the year ended May 31, 2023, the Company entered into an office lease with a related party (Note 11) with a term of 24-months from May 1, 2023 and expected total payments of $82,560. Using an annual discount rate of 10%, the Company recognized lease liabilities and corresponding right-of-use asset (Note 5) of $71,775. The following is a reconciliation of the changes in lease liabilities for the year ended May 31, 2025:

		May 31, 2025	May 31, 2024
Opening balance	$	54,966	$ 69,061
Revaluation on termination		(501)	-
Lease accretion		3,175	5,613
Reclassified to accounts payable and accrued liabilities		(16,923)	-
Payments		(40,717)	(19,708)
Lease liabilities		-	54,966
Lease liabilities, current portion		-	(54,966)
Lease liabilities	$	-	$ -

On April 30, 2025, the lease-term ended and remaining payments of $16,923 were reclassified to accounts payable and accrued liabilities. On termination, a balance of $501 relating to revaluation of the lease was recognized to profit or loss.

8. Loans payable:

Promissory notes

During the year ended May 31, 2025, the Company issued a promissory note to a company controlled by the President and CEO in the amount of $30,000. The loan matured in December 2024 and accrues interest at 10% per annum until repayment in full.

A reconciliation of loans payable for the year ended May 31, 2025 is as follows:

		May 31, 2025
Opening Balance	$	-
Addition		30,000
Interest accrued		2,268
Repayments		-
Balance, end of year	$	32,268

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VENDETTA MINING CORP.

Notes to Financial Statements

(Expressed in Canadian dollars)

Years ended May 31, 2025 and 2024

9. Share capital:

(a) Authorized:

Unlimited common shares without par value.

(b) Share issuances:

During the period ended February 28, 2025, the Company closed a non-brokered private placement by issuing 39,500,000 units at a price of $0.01 for gross proceeds of $395,000. Each unit consists of one common share and one common share purchase warrant exercisable for a period of 36 months at a price of $0.05 per common share. In connection with the offering, the Company paid finders' fees of $1,750 and incurred other share issuance costs of $15,219.

The Company did not issue shares during the year ended May 31, 2024.

(c) Warrants:

Details of activity in warrants for the years ended May 31, 2025 and 2024 are as follows:

| Number outstanding
May 31, 2024 | Granted | Exercised | Expired/
Cancelled | Number outstanding
May 31, 2025 | Exercise price per share | Expiry date |
| --- | --- | --- | --- | --- | --- | --- |
| 5,307,500 | - | - | 5,307,500 | - | 0.07 | Aug 26, 2024 |
| 3,975,220 | - | - | 3,975,220 | - | 0.07 | Oct 22, 2024 |
| 9,349,987 | - | - | 9,349,987 | - | 0.06 | Feb 14, 2025 |
| - | 39,500,000 | - | - | 39,500,000 | 0.05 | Oct 28, 2027 |
| 18,632,707 | 39,500,000 | - | 18,632,707 | 39,500,000 | (weighted average exercise price) | |
| $ 0.06 | $ 0.05 | $ 0.00 | $ 0.06 | $ 0.05 | | |
| Number outstanding
May 31, 2023 | Granted | Exercised | Expired/
Cancelled | Number outstanding
May 31, 2024 | Exercise price per share | Expiry date |
| --- | --- | --- | --- | --- | --- | --- |
| 6,201,138 | - | - | 6,201,138 | - | 0.06 | Jun 30, 2023 |
| 4,791,668 | - | - | 4,791,668 | - | 0.09 | Nov 16, 2023 |
| 2,750,104 | - | - | 2,750,104 | - | 0.09 | Dec 14, 2023 |
| 5,216,667 | - | - | 5,216,667 | - | 0.09 | Feb 23, 2024 |
| 5,307,500 | - | - | - | 5,307,500 | 0.07 | Aug 26, 2024 |
| 3,975,220 | - | - | - | 3,975,220 | 0.07 | Oct 22, 2024 |
| 9,349,987 | - | - | - | 9,349,987 | 0.06 | Feb 14, 2025 |
| 37,592,284 | - | - | 18,959,577 | 18,632,707 | (weighted average exercise price) | |
| $ 0.09 | $ 0.00 | $ 0.00 | $ 0.08 | $ 0.06 | | |

(d) Stock options:

The Company has a stock option plan, which authorizes the Board of Directors to grant options to directors, officers, employees and consultants to acquire up to 10% of the issued and outstanding common shares of the Company. Under the plan, the exercise price of each option may not be less than market price of the Company's stock calculated on the date of the grant less the applicable discount. The options can be granted for a maximum term of 10 years. The Company's stock option plan contains no vesting requirements but permits the board of directors to specify a vesting schedule in its discretion. There was no stock option activity during the years ended May 31, 2025 and 2024.

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VENDETTA MINING CORP.

Notes to Financial Statements (Expressed in Canadian dollars)

Years ended May 31, 2025 and 2024

10. Segmented information:

The Company's business consists of one reportable segment being resource exploration. Details about geographic areas as at May 31, 2025 and 2024 are as follows:

Non-current assets	May 31, 2025	May 31, 2024
Australia	$ 6,011,183	$ 6,011,183
Total	$ 6,011,183	$ 6,011,183

11. Related party transactions:

Key management personnel consist of directors and senior management including the President and Chief Executive Officer, Chief Financial Officer, and Corporate Secretary.

The Company paid or accrued the following amounts to key management personnel or companies controlled by them:

	May 31, 2025	May 31, 2024
Management fees, consulting fees, and accounting fees to key management personnel or companies controlled by key management personnel	$ 237,000	$ 237,000
Geological consulting fees to a company controlled by a director	$ 180,000	$ 180,000
	$ 417,000	$ 417,000

During the year ended May 31, 2023, the Company entered into a lease agreement with a company with an office and director in common (Note 7). During the year ended May 31, 2025, the Company made payments of $40,717 (2024 - $19,708) towards the lease.

As at May 31, 2025, included in accounts payable and accrued liabilities is $1,118,002 (May 31, 2024 - $723,064) due to directors, management, or companies controlled by them and former related parties. Amounts due to related parties are unsecured, have no fixed terms of repayment, and are non-interest bearing. As at May 31, 2025, $32,268 (May 31, 2024 - $nil) is owed to a Director of the Company pursuant to a promissory note issued (Note 8).

12. Financial instruments:

The carrying values of cash, receivables, accounts payable and accrued liabilities, and loan payable approximate their fair values due to their short terms to maturity.

(a) Financial risk factors:

Credit risk

Credit risk arises from the possibility that counterparties may be unable to fulfill their commitments to the Company. The Company's credit risk is primarily attributable to its cash and receivables. The carrying value of this instrument represents the Company's maximum exposure to credit risk. The Company manages and limits exposure to credit risk by maintaining its cash with high-credit quality financial institutions. The Company does not have financial assets that are invested in asset-backed commercial paper. Receivables are primarily due from a government agency.

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VENDETTA MINING CORP.

Notes to Financial Statements (Expressed in Canadian dollars)

Years ended May 31, 2025 and 2024

12. Financial instruments:

(a) Financial risk factors (continued):

Liquidity risk

Liquidity risk is the risk that the Company cannot meet its financial obligations associated with financial liabilities in full. The Company manages liquidity risk through the management of its capital structure, as outlined in Note 12(b) of these financial statements. The Company is exposed to liquidity risk.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in the market interest rates.

The Company does not have any significant interest-bearing financial assets.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign currency rates. The Company's functional and presentation currency is the Canadian dollar. The Company incurs foreign currency risk on purchases that are denominated in a currency other than the functional currency of the Company, which will have an impact on the profitability of the Company and may also affect the value of the Company's assets, liabilities and the amount of shareholders' equity. The Company's main risks are associated with fluctuations in the Australian dollar due to transactions related to the Pegmont project.

Foreign assets and liabilities are translated based on the foreign currency translation method described in Note 2(b). A 10% change in the foreign exchange rate between the Canadian and U.S. and Australian dollar would result in a fluctuation of approximately $2,285 in the net loss realized for the year. The Company does not enter into any foreign exchange hedging contracts.

(b) Capital management:

The Company's objectives of capital management are intended to safeguard the Company's ability to support the Company's exploration and evaluation of its resource properties and support any expansion plans. The capital of the Company consists of the items included in shareholders' equity.

The Company manages the capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the Company's underlying assets. To effectively manage the entity's capital requirements, the Company has in place a planning and budgeting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its financial objectives. The Company may issue new shares or seek debt financing to ensure that there is sufficient working capital to meet its short-term business requirements. The Company is not subject to externally imposed capital requirements. There were no changes in the Company's approach to capital management during the year.

22

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VENDETTA MINING CORP.

Notes to Financial Statements (Expressed in Canadian dollars)

Years ended May 31, 2025 and 2024

13. Income taxes:

(a) The Company's effective tax rate differs from the amount obtained by applying statutory rate due to the following:

		May 31, 2025	May 31, 2024
Statutory tax rate		27%	27%
Recovery of income taxes based on statutory tax rate	$	(163,000)	(180,000)
Share issue cost		(5,000)	-
Difference in foreign tax rates and foreign exchange fluctuations, share issue costs, and other		(5,000)	(8,000)
Change in benefit not recognized		173,000	188,000
Recovery of income taxes	$	-	-

(b) Temporary differences for which no deferred income tax assets have been recognized as at May 31, 2024 and 2023 are as follows:

		May 31, 2025	May 31, 2024
Non-capital loss carried forward	$	22,162,000	21,479,000
Share issuance costs and other		62,000	103,000
Equipment and right-of-use asset		5,000	27,000

The Company has non-capital losses of approximately $9,615,000 (2024 - $9,160,000) and $12,547,000 (2024 - $12,319,000) to reduce future income tax payable in Canada and Australia, respectively. The Company's non-capital losses expire in Canada between 2029 and 2045, and in Australia can be carried forward indefinitely.