Vinland Lithium — Audit Report / Information 2025

Apr 22, 2026

VINLAND LITHIUM INC.

(A Development Stage Enterprise)

Consolidated Financial Statements
December 31, 2025 and 2024

(Stated in Canadian Dollars)

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VINLAND LITHIUM INC.
(A Development Stage Enterprise)

December 31, 2025

Auditors’ Report 1
Consolidated Statements of Financial Position 6
Consolidated Statements of Loss and Comprehensive Loss 7
Consolidated Statements of Changes in Equity 8
Consolidated Statements of Cash Flows 9
Notes to the Consolidated Financial Statements 10

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KRESTON GTA

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Vinland Lithium Inc.

Opinion

We have audited the accompanying consolidated financial statements of Vinland Lithium Inc. (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2025 and 2024, and the consolidated statements of loss and comprehensive loss, consolidated statements of changes in equity and consolidated statements of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2025 and 2024, and its financial performance and cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audits 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 audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial statements, which indicates that the Company incurred a net loss of $546,987 during the year ended December 31, 2025 (December 31, 2024 loss of $271,092). As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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KRESTON GTA

Other Information

Management is responsible for the other information. The other information comprises Management's Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the consolidated 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 consolidated 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 on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. We have nothing to report in this regard.

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

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

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

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

Key Audit Matter

The key audit matter communicated below is a matter arising from the current year audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the key audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the key audit matter below providing a separate opinion on the key audit matter or on the accounts or disclosures to which it relates.

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KRESTON GTA

Key Audit Matter (continued)

Impairment Assessment of Exploration and Evaluation Assets

Key Audit Matter Description

We identified the impairment assessment of exploration and evaluation assets as a key audit matter. As disclosed in Note 6 to the consolidated financial statements, the carrying value of the Company's exploration and evaluation assets was approximately $8.19 million as at December 31, 2025 (December 31, 2024: $8.05 million), which is material to the consolidated financial statements. In addition, the management's impairment assessment process is highly judgmental and is based on assumptions, which are affected by expected future market or economic conditions.

As discussed in Note 2 to the consolidated financial statements, the carrying value of exploration and evaluation assets is reviewed each reporting period to determine whether there is any indication of impairment or reversal of impairment.

Indicators of impairment may include: (i) the period during which the Company has the right to explore in the specific area has expired during the year or will expire in the near future and is not expected to be renewed, (ii) substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned, (iii) exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the Company has decided to discontinue such activities in the specific area; and (iv) sufficient data exists to indicate that the carrying amount of the resource property is unlikely to be recovered in full from successful development or by sale. In addition, by its activities in exploration, development and production of mineral assets, the Company is exposed to the risk associated with the unpredictable nature of the financial markets as well as political risk associated with conducting operations in an emerging market. A variety of factors, including concerns surrounding unrest and conflict, could negatively impact recoverability of these assets.

We considered this a key audit matter due to (i) the significance of the exploration and evaluation assets balance, and (ii) the management judgment in assessing the indicators of impairment related to its exploration and evaluation assets, which have resulted in a high degree of subjectivity in performing procedures related to the judgment applied by management.

How the Key Audit Matter Was Addressed in the Audit

Our audit procedures included, amongst others, the following:

• Performed a walkthrough to understand the Company's process related to assessment of impairment and evaluating the design of related controls.
• Tested assumptions and facts in management's impairment indicators assessment for reasonableness, including the completeness of factors that could be considered as indicators on impairment.

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KRESTON GTA

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but it is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the 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.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or activities within the Company to express an opinion on the financial statements.

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KRESTON GTA

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements (continued)

We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control, in the auditor's judgment, relevant to the responsibilities of those charged with governance. 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.

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

Kreston GTA LLP

Chartered Professional Accountants

Markham, Canada

April 21, 2026

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VINLAND LITHIUM INC.

(A Development Stage Enterprise)

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As at	December 31, 2025 $	December 31, 2024 $
ASSETS
Current
Cash and cash equivalents	1,254,833	1,763,004
HST and other receivables	9,442	25,004
Prepayments	5,860	15,882
Refundable deposits (note 16)	3,350	-
	1,273,485	1,803,890
Non-Current
Right-of-use assets (note 5)	23,816	54,471
Exploration and evaluation assets (note 6)	8,195,146	8,050,250
Total assets	9,492,447	9,908,611

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities
Current
Accounts payable and accrued liabilities (note 7)	64,133	133,035
Current portion of lease liability (note 8)	25,821	31,432
	89,954	164,467
Non-Current
Lease liability (note 8)	-	25,821
Total liabilities	89,954	190,288

Shareholders' Equity

Capital Stock (note 10)
Share capital	10,050,252	10,050,252
Contributed surplus	231,157	-
Deficit	(878,916)	(331,929)
Total equity	9,402,493	9,718,323
Total liabilities and equity	9,492,447	9,908,611

See Nature of Operations and Going Concern – Note 1

Commitments – Note 8

Subsequent Event – Note 17

These financial statements are authorized for issue by the Board of Directors on April 21, 2026. They are signed on the Corporation’s behalf by:

“Abraham Drost” Director

“Stephen Stares” Director

See accompanying notes to the consolidated financial statements

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VINLAND LITHIUM INC.

(A Development Stage Enterprise)

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE (LOSS) FOR THE YEARS ENDED DECEMBER 31

| | 2025
$ | 2024
$ |
| --- | --- | --- |
| EXPENSES | | |
| General and administrative (note 8) | 53,727 | 22,289 |
| Advertising and promotion | 10,750 | 2,127 |
| Depreciation and amortization expense (note 5) | 30,655 | 30,655 |
| Professional fees (note 7) | 108,741 | 235,209 |
| Consulting fees (note 7) | 19,300 | 51,780 |
| Salaries and benefits (note 7) | 110,034 | - |
| Listing and filing fees | 23,782 | 16,066 |
| Share-based payments (notes 7 and 12) | 231,157 | - |
| Pre-acquisition exploration and evaluation | 113 | - |
| | (588,259) | (358,126) |
| Other income (expense): | | |
| Interest income | 41,272 | 56,145 |
| Recovery under earn-in agreement | - | 535 |
| Recovery of loss on disposition of marketable securities | - | 246,436 |
| Loss on disposition of marketable securities | - | (216,082) |
| Loss and comprehensive loss for the year | (546,987) | (271,092) |
| Loss and comprehensive loss per common share
– basic and diluted (note 11) | (0.05) | (0.03) |
| Weighted average shares outstanding – basic and diluted | 10,050,252 | 10,050,252 |

See accompanying notes to the consolidated financial statements

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VINLAND LITHIUM INC.

(A Development Stage Enterprise)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the years ended December 31, 2025 and 2024

	Share Capital
	Number	Amount $	Contributed Surplus $	Deficit $	Total $
Balance at December 31, 2023	10,050,252	10,050,252	-	(60,837)	9,989,415
Loss and comprehensive loss for the year	-	-	-	(271,092)	(271,092)
Balance at December 31, 2024	10,050,252	10,050,252	-	(331,929)	9,718,323
Balance at December 31, 2024	10,050,252	10,050,252	-	(331,929)	9,718,323
Share-based payments (note 12)	-	-	231,157	-	231,157
Loss and comprehensive loss for the period	-	-	-	(546,987)	(546,987)
Balance at December 31, 2025	10,050,252	10,050,252	231,157	(878,916)	9,402,493

See accompanying notes to the consolidated financial statements

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VINLAND LITHIUM INC.

(A Development Stage Enterprise)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31

| | 2025
$ | 2024
$ |
| --- | --- | --- |
| CASH FLOWS FROM (USED IN): | | |
| OPERATING ACTIVITIES | | |
| Loss and comprehensive loss for the year | (546,987) | (271,092) |
| Items not requiring an outlay of cash: | | |
| Recovery of loss on marketable securities | - | (246,436) |
| Recovery under earn-in agreement | | (535) |
| Loss on disposition of marketable securities | - | 216,082 |
| Share-based payments | 231,157 | - |
| Depreciation and amortization expense | 30,655 | 30,655 |
| Imputed interest on lease liability | 4,568 | 7,960 |
| Decrease in HST and other receivables | 15,562 | 42,961 |
| Decrease (increase) in prepayments | 10,022 | (15,882) |
| Decrease in accounts payable and accrued liabilities | (68,902) | 63,454 |
| Cash flows used in operating activities | (323,925) | (172,833) |
| FINANCING ACTIVITIES | | |
| Payments on lease liability | (36,000) | (36,000) |
| Cash flows used in financing activities | (36,000) | (36,000) |
| INVESTING ACTIVITIES | | |
| Exploration and evaluation expenditures | (294,896) | (920,936) |
| Recovery of exploration and evaluation expenditures - grants | 150,000 | - |
| Cash received for future exploration and evaluation | - | 320,875 |
| Increase in refundable security deposits | (3,350) | - |
| Proceeds on sale of marketable securities | - | 1,050,637 |
| Cash flows from (used in) investing activities | (148,246) | 450,776 |
| Increase (decrease) in cash and cash equivalents | (508,171) | 241,943 |
| Cash and cash equivalents - beginning of year | 1,763,004 | 1,521,061 |
| Cash and cash equivalents - end of year | 1,254,833 | 1,763,004 |

Supplemental cash flow information (note 15)

See accompanying notes to the consolidated financial statements

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VINLAND LITHIUM INC.
(A Development Stage Enterprise)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

1. NATURE OF OPERATIONS AND GOING CONCERN:

Vinland Lithium Inc. (“Vinland” or the “Company”) was incorporated on September 26, 2023 under the laws of British Columbia and is a development stage public company whose shares began trading on the TSX Venture Exchange on May 23, 2025. Its principal business activities are the acquisition, exploration and development of mineral properties. On September 29, 2023, the Company received certain mineral property rights and interests by way of an asset transfer agreement with Benton Resources Inc. and Pirate Gold Corp. (formerly Sokoman Minerals Corp.)

Vinland’s head office is located at 176-1100 Memorial Avenue, Thunder Bay, Ontario, P7B 4A3.

The accompanying condensed consolidated interim financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes the realization of assets and the settlement of liabilities in the normal course of business. The appropriateness of the going concern assumption is dependent upon the Company’s ability to generate future profitable operations and/or generate continued financial support in the form of equity financings. These condensed consolidated interim financial statements do not reflect any adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classification that would be necessary if the going concern assumption were not appropriate and such adjustments could be material.

	December 31, 2025	December 31, 2024
Working capital	$1,183,531	$1,639,423
Deficit	$(878,916)	$(331,929)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Statement of Compliance to International Financial Reporting Standards (“IFRS”)

These consolidated financial statements have been prepared using accounting policies in compliance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) in effect as of December 31, 2025.

Basis of Presentation

The financial statements have been prepared using the measurement bases specified by IFRS for each type of asset, liability, income and expense. The measurement bases are more fully described in the accounting policies below.

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The standards that are effective in the annual consolidated financial statements for the year ending December 31, 2025 are subject to change and may be affected by additional interpretation(s).

The accounting policies set out below have been applied consistently to all periods presented in these financial statements.

The financial statements are presented in Canadian dollars, which is also the functional currency of the Company.

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Basis of Consolidation

These annual consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiary, Killick Lithium Inc. ("Killick"), a private company incorporated under the laws of British Columbia.

Financial Instruments

Financial assets

Financial assets are classified as either financial assets at fair value through profit or loss ("FVTPL"), fair value through other comprehensive income ("FVTOCI") or amortized cost. The Company determines the classification of financial assets at initial recognition.

Financial assets at Fair-value through profit or loss

Financial instruments classified as fair value through profit and loss are reported at fair value at each reporting date, and any change in fair value is recognized in the statement of operations in the period during which the change occurs. Realized and unrealized gains and losses from assets held at FVTPL are included in losses in the period in which they arise.

Financial assets at Fair-value through other comprehensive income

Financial assets carried at FVTOCI are initially recorded at fair value plus transaction costs with all subsequent changes in fair value recognized in other comprehensive income (loss). For investments in equity instruments that are not held for trading, the Company can make an irrevocable election (on an instrument-by-instrument basis) at initial recognition to classify them as FVTOCI. On the disposal of the investment, the cumulative change in fair value remains in other comprehensive income (loss) and is not recycled to profit or loss.

Financial assets at amortized cost

Financial assets are classified at amortized cost if the objective of the business model is to hold the financial asset for the collection of contractual cash flows, and the asset's contractual cash flows are comprised solely of payments of principal and interest. The Company's accounts receivable are recorded at amortized cost as they meet the required criteria. A provision is recorded based on the expected credit losses for the financial asset and reflects changes in the expected credit losses at each reporting period.

Financial liabilities

Financial liabilities are initially recorded at fair value and subsequently measured at amortized cost unless they are required to be measured at FVTPL (such as derivatives) or the Company has elected to measure at FVTPL. The Company's financial liabilities include trade and other payables which are classified at amortized cost.

Impairment

IFRS 9 requires an 'expected credit loss' model to be applied which requires a loss allowance to be recognized based on expected credit losses. This applies to financial assets measured at amortized cost. The expected credit loss model requires an entity to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in initial recognition.

Carrying value and fair value of financial assets and liabilities are summarized as follows:

Classification	Carrying Value $	Fair Value $
Fair value through profit and loss	1,254,833	1,254,833
Amortized cost (receivable)	9,442	9,442
Amortized cost (liabilities)	89,954	190,288

Fair value hierarchy:

The Company classifies financial instruments recognized at fair value in accordance with a fair value hierarchy that prioritizes the inputs to the valuation technique used to measure fair value as per IFRS 7. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

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Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The Company has valued all of its financial instruments using Level 1 measurements.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term investments, highly liquid investments that are readily convertible into known amounts or cash and which are subject to an insignificant risk of changes in value.

Investments

Investments in associates over which the Company exercises significant influence are accounted for using the equity method. Investments under which the Company cannot exert significant influence are recorded initially at cost and adjusted to reflect changes in the fair value in subsequent periods. For mining and other investments classified as available for sale, any subsequent changes in the fair value are recorded in other comprehensive earnings. If in the opinion of management there has been a decline in value of the investment below the carrying value that is considered to be other than temporary, the valuation adjustment is recorded in net earnings in the period of determination. The fair value of the investments is based on the quoted market price on the closing date of the period.

Investments in Joint Ventures

Entities whose economic activities are controlled jointly by the Company and other ventures independent of the Company (joint ventures) are accounted for using the proportionate consolidation method, whereby the Company's share of the assets, liabilities, income and expenses is included line by line in the consolidated financial statements.

Unrealized gains and losses on transactions between the Company and its joint ventures are eliminated to the extent of the Company's interest in those entities. Where unrealized losses are eliminated, the underlying asset is also tested for impairment.

Amounts reported in the financial statements of jointly controlled entities have been adjusted where necessary to ensure consistency with the accounting policies of the Company.

Exploration and Evaluation Assets

Exploration and evaluation assets include the costs associated with exploration and evaluation activity (e.g., geological, geophysical studies, exploratory drilling and sampling), and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination. The Company follows the practice of capitalizing all costs related to the acquisition of, exploration for and evaluation of mineral claims and crediting all revenue received against the cost of related claims. Costs incurred before the Company has obtained the legal rights to explore an area are recognized in the income statement. Any recovery or proceeds related to a particular mineral property in excess of the capitalized costs in exploration and evaluation assets attributed to that mineral property is recognized in income or loss in that period.

Capitalized costs, including general and administrative costs, are only allocated to the extent that these costs can be related directly to operational activities in the relevant area of interest where it is considered likely to be recoverable by future exploitation or sale or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves.

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

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amount. The aggregate costs related to abandoned mineral claims are charged to operations at the time or any abandonment or when it has been determined that there is evidence of a permanent impairment.

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to the that area of interest are first tested for impairment and then reclassified to mining property and development assets within property, plant and equipment.

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

Leases – IFRS 16

At the inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

• The contract involves the use of an identified asset, either explicitly or implicitly, including consideration of supplier substitution rights;
• The Company has the right to obtain substantially all the economic benefits from the use of the asset throughout the period of use; and
• The Company has the right to direct the use of the asset.

The right-of-use ("ROU") asset is initially measured based on the initial amount of the lease liability plus any initial direct costs incurred less any lease incentives received. The ROU asset is depreciated to the earlier of the end of the useful life or the lease term using either the straight-line or units-of-production method, depending on which method more accurately reflects the expected pattern of consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise the option. The ROU asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate.

The lease liability is measured at amortized cost using the effective interest method and remeasured when there is a change in future lease payments. Future lease payments can arise from a change in an index or rate, if there is a change in the Company's estimate of the expected payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured, a corresponding adjustment is made to the carrying amount of the ROU asset or is recorded to the statement of loss if the carrying amount of the ROU asset has been reduced to zero.

Restoration, Rehabilitation and Environmental Obligations

A legal or constructive obligation to incur restoration, rehabilitation and environmental costs may arise when environmental disturbance is caused by the exploration, development or ongoing production of a mineral property interest. Such costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying amount of the asset, as soon as the obligation to incur such costs arises. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value. These costs are charged against profit or loss over the economic life of the related asset, through amortization using either a unit-of-production or the straight-line method as appropriate. The related liability is adjusted for each period for the unwinding of the discount rate and for changes to the current market-based discount rate, amount or timing of the underlying cash flows needed to settle the obligation.

Property and Equipment

Purchased property and equipment are carried at acquisition cost less subsequent depreciation and impairment losses. Depreciation is recognized on a declining balance basis to write down the cost or valuation less estimated residual value of property and equipment.

Material residual value estimates and estimates of useful life are updated as required, but at least annually, whether or not the asset is revalued.

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Gains or losses arising on the disposal of property and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognized in profit or loss within “other income” or “other expenses.”

Impairment of non-financial assets

At each financial position reporting date the carrying amounts of the Company's assets are reviewed to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair values 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 pre-tax discount rate that reflects current market assessments of the time value to their present value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less that its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the profit or loss for the period. For the purposes of impairment testing, exploration and evaluation assets are allocated to cash generating units to which the exploration activity relates. 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.

When 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 so that the increased carrying amount 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.

Revenue Recognition

Operator fees on mineral properties are earned based on an agreed upon percentage of development expenses incurred on specific properties. Recognition of all revenue is subject to the provision that ultimate collection is reasonably assured at the time of recognition.

Interest

Interest income and expenses are reported on an accrual basis using the effective interest method.

Income Taxes

Tax expense recognized in profit or loss comprises the sum of deferred tax and current tax not recognized in other comprehensive income or directly in equity.

Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting periods, that are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss in the financial statements. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred income taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of goodwill, or on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. Deferred tax on temporary differences associated with investments in joint ventures is not provided if the reversal of these temporary differences can be controlled by the Company and it is probable that reversal will not occur in the foreseeable future.

Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realization, provided they are enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are always provided for in full.

Deferred tax assets are recognized to the extent that it is probable that they will be able to be utilized against future taxable income. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, it provides a valuation allowance against the excess.

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Deferred tax assets and liabilities are offset only when the Company has a right and intention to offset current tax assets and liabilities from the same taxation authority

Changes in deferred tax assets or liabilities are recognized as a component of taxable income or expense in profit or loss, except where they relate to items that are recognized in other comprehensive income (such as the revaluation of land) or directly in equity, in which case the related deferred tax is also recognized in other comprehensive income or equity, respectively.

Foreign Currency Translation

Accounts of foreign operations are translated as follows:

(i) Monetary assets and liabilities are translated at the rate of exchange in effect at the balance sheet date;
(ii) Long-term investments carried at fair market value are translated at the rate of exchange in effect at the balance sheet date;
(iii) Non-monetary assets and liabilities, and equity are translated at historical rates; and
(iv) Revenue and expense items are translated at the rate of exchange prevailing at the time of the transaction or at average exchange rates during the period as appropriate.

Gains and losses on re-measurement to the functional currency are included in the results of operations for the period.

Operating Expenses

Operating expenses are recognized in profit and loss upon utilization of the services or at the date of their origin.

Significant accounting judgments and estimates

The preparation of these financial statements requires management to make estimates 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 impacts of such estimates are 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 the revision affects both current and future periods.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the date of the statement of financial position 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:

i. the carrying amount and recoverability of exploration and evaluation expenditures requires judgment in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. If, after costs are capitalized, information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalized is written off to profit or loss in the period the new information becomes available;
ii. the inputs used in accounting for share-based payment expense in the statement of comprehensive loss; and
iii. the provision for income taxes which is included in the statements of comprehensive income (loss) and composition of deferred income tax assets and liabilities included in the statement of financial position at December 31, 2025.

Critical accounting judgments

The following accounting policies involve judgments or assessments made by management:

• The determination of categories of financial assets and financial liabilities;
• The determination of when an exploration and evaluation asset moves from the exploration stage to the development stage.

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• The interest rate used in the calculation of the present value of right of use assets

Earnings (loss) Per Share

Earnings (loss) per share is calculated on the basis of weighted average number of shares outstanding during the fiscal period. Diluted earnings per share are computed using the treasury stock method whereby the weighted average shares outstanding are increased to include additional shares from the exercise of warrants and stock options, if dilutive. For warrants and stock options, the number of additional common shares is calculated by assuming that outstanding warrants and stock options were exercised and that the proceeds from such exercises were used to acquire shares of common stock at the average market price during the reporting period.

Provisions

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance expense ("notional interest").

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic benefits will be required, the provision is reversed. The Company presently does not have any amounts considered to be provisions.

3. NEW AND FUTURE ACCOUNTING PRONOUNCEMENTS:

IFRS 18 Presentation and Disclosure in Financial Statements - In April 2024, the IASB issued, which replaces IAS 1 and introduces a revised structure for the statement of profit or loss, enhanced subtotals, and expanded disclosure requirements. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, with early application permitted.

IFRS 18 introduces:

• New defined categories in the statement of profit or loss (operating, investing, and financing) and related mandatory subtotals, including operating profit.
• More consistent classification of income and expenses across entities through clarified guidance on aggregation, disaggregation, and the use of management-defined performance measures.
• Enhanced disclosure requirements for unusual items and for management-defined performance measures presented outside the financial statements.
• Revised presentation principles intended to improve comparability and transparency of financial performance.

The Company is currently evaluating the impact of IFRS 18 on its financial statement presentation. The standard is expected to result in changes to the classification and presentation of certain income and expense items within the statement of profit or loss, as well as additional disclosures. The Company does not expect IFRS 18 to have a material impact on net income, cash flows, or equity, but the presentation of performance measures and subtotals will change upon adoption.

The Company intends to adopt IFRS 18 in its financial statements for the annual period beginning January 1, 2027, applying the required retrospective transition provisions.

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4. MARKETABLE SECURITIES:

	December 31, 2025		December 31, 2024
	Market $	Cost $	Market $	Cost $
United States Equities
Piedmont Lithium Inc. (i)	-	-	-	-
Total (CAD)	-	-	-	-

(i) During the year ended December 31, 2024, the Company received an additional 52,701 shares of Piedmont Lithium Inc. ("Piedmont") valued at $877,556 ($650,330 USD translated at $1.3494 CAD) in addition to the 10,440 shares already held, with such shares issued to the Company in lieu of cash to fund upcoming exploration and evaluation expenditures on the Killick lithium project (see note 6). The Company disposed of all 63,141 shares of Piedmont during the year ended December 31, 2024 for gross proceeds of $1,050,637 ($775,384 USD translated at $1.355 CAD) and recorded a loss on disposition of $216,081 during the current year. Piedmont was acquired by Elevra Mining Limited ("ELVR") (formerly Sayona Mining Limited) on August 28, 2025. Elevra trades on the Nasdaq under the symbol "ELVR".

5. RIGHT-OF-USE ASSETS:

Cost	Balance, Dec. 31, 2023	Additions	Disposals	Balance, Dec. 31, 2024	Additions	Disposals	Balance, Dec. 31, 2025
Right-of-use assets (i)	91,966	-	-	91,966	-	-	91,966
Total	$ 91,966	-	-	91,966	-	-	91,966
Accumulated Amortization	Balance, Dec. 31, 2023	Disposals	Depreciation	Balance, Dec. 31, 2024	Disposals	Depreciation	Balance, Dec. 31, 2025
Right-of-use assets (i)	6,840	-	30,655	37,495	-	30,655	68,150
Total	$ 6,840	-	30,655	37,495	-	30,655	68,150
Carrying Value	Balance, December 31, 2024	Balance December 31, 2025
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Right-of-use assets (i)	54,471	23,816
Total	$ 54,471	23,816

(i) The Company's right-of-use leased assets include exploration camp equipment located on the Killick Lithium project. Depreciation expense on these leased assets for the year ended December 31, 2025 and 2024, which is included in depreciation expense in profit and loss, is as follows:

	December. 31, 2025 $	December 31, 2024 $
Depreciation expense – right-of-use assets	30,655	30,655

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6. EXPLORATION AND EVALUATION ASSETS:

Mineral property acquisition, exploration and development expenditures are deferred until the properties are placed into production, sold, impaired or abandoned. These deferred costs will be amortized over the estimated useful life of the properties following commencement of production, or written-down if the properties are allowed to lapse, are impaired, or are abandoned. The deferred costs associated with the Company's Killick Lithium property for the year ended December 31, 2025 and 2024 are summarized in the tables below:

For the year ended December 31, 2025

		Killick Lithium (a)	Total
December 31, 2024 - Acquisition Costs		$ 8,050,250	8,050,250
Additions		1,005	1,005
Writedowns/Recoveries/Disposals		-	-
	Subtotal	$ 1,005	1,005
December 31, 2025 - Acquisition Costs		$ 8,051,255	8,051,255
Dec. 31, 2024 - Exploration and Evaluation Expenditures		$ -	-
Assaying		58,458	58,458
Prospecting		128,844	128,844
Geological		38,153	38,153
Geophysical		10,270	10,270
Diamond Drilling		58,166	58,166
Recoveries - Exploration Grant		(150,000)	(150,000)
	Subtotal	$ 143,891	143,891
December 31, 2025 - Exploration and Evaluation Expenditures		$ 143,891	143,891
December 31, 2025 - Total		$ 8,195,146	8,195,146

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For the year ended December 31, 2024

		Killick Lithium (a)	Total
Dec. 31, 2023 - Acquisition Costs		$ 8,050,250	8,050,250
Additions		2,300	2,300
Writedowns/Recoveries/Disposals		(2,300)	(2,300)
	Subtotal	$ -	-
December 31, 2024 - Acquisition Costs		$ 8,050,250	8,050,250
Dec. 31, 2023 - Exploration and Evaluation Expenditures		$ 30,089	30,089
Assaying		97,843	97,843
Prospecting		91,818	91,818
Geological		144,826	144,826
Geophysical		473,780	473,780
Soil Sampling		52,531	52,531
Diamond Drilling		57,638	57,638
Writedowns/Recoveries/Disposals		(948,525)	(948,525)
	Subtotal	$ (30,089)	(30,089)
December 31, 2024 - Exploration and Evaluation Expenditures		$ -	-
December 31, 2024 - Total		$ 8,050,250	8,050,250

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a) Killick Lithium Project, Newfoundland

During the period from September 26, 2023 to December 31, 2023, the Company entered into an asset transfer agreement with Benton Resources Inc. (“Benton”) and Pirate Gold Corp. (“Pirate”) (formerly Sokoman Minerals Inc.) whereby Benton and Pirate agreed to sell their respective 50% interests in the Killick Lithium project (the “Property”) to the Company in exchange for 8,050,250 Vinland common shares (4,025,125 shares each to Benton and Pirate). The share valuation associated with the asset transfer by Benton and Pirate was mutually agreed upon by all parties to the transfer based upon Piedmont’s private placement subscription price of $1 per share (see note 10(b)) which was determined to be completed at arm’s length. The Company then transferred the Property to its subsidiary, Killick Lithium Inc. The Property consists of 2,745 claim units covering 68,625 hectares in South Central Newfoundland, Canada.

On October 11, 2023, the Company, along with its subsidiary Killick Lithium, entered into an earn-in agreement with Piedmont Lithium Newfoundland Holdings LLC (“Piedmont NL”) whereby Piedmont NL has been granted the right and option to acquire an interest in and to the Property, to be effected by the acquisition by Piedmont NL of an ownership interest in Killick Lithium Inc.

During the period ended December 31, 2025, the Company was notified that it received a Junior Exploration Assistance Grant from the Government of Newfoundland for work completed at Killick in the amount of $150,000. The amount was recorded as a recovery of exploration and evaluation assets during year ended December 31, 2025

Grant of Initial Earn-In

The Company granted to Piedmont NL the right in its sole discretion to acquire a 16.35% interest in Property (the “Initial Earn-In”) with such interest being represented as a voting and participating interest in Killick Lithium Inc. by funding exploration expenditures in the aggregate amount of at least $6 million (the “Initial Earn-In Amount”) on or before the 30-month anniversary to the initial earn-in right exercise notice of which a minimum of $2 million must be expended in the first year, amended to $1.2 million during the year ended December 31, 2024 (fully expended). Should Piedmont fail to fully fund exploration expenditures in an amount equal to the Initial Earn-In Amount, Piedmont NL may, at its option, pay in cash to the Company such exploration expenditure shortfall. Piedmont NL shall be entitled to fund the Initial Earn-In Amount in full by causing Elevra Mining Limited (its parent company) to issue listed shares of its common stock to the Company in lieu of cash. Piedmont NL may elect at any time to terminate the Initial Earn-In by delivering written notice to the Company.

During the years ended December 31, 2023 and 2024, Piedmont issued to the Company a total of 63,141 shares valued at $1,050,639 as well as a cash payment in the amount of $320,875 (for a total of $1,371,514). The cash was paid and shares were issued to fund current and upcoming exploration program expenditures at the Killick property pursuant to the initial earn-in terms. This series of payments were recorded as a recovery of exploration and evaluation expenditures incurred to December 31, 2025.

Grant of First Additional Earn-In

Subject to Piedmont NL having exercised the Initial Earn-In, the Company will grant to Piedmont NL the right to acquire an additional 21.65% (totalling 38%) interest in the Property (the “First Additional Earn-In”) with such interest being represented as a voting and participating interest in Killick Lithium Inc. by funding exploration expenditures in the aggregate amount of $3 million on or before the 12-month anniversary of providing notice to exercise the First Additional Earn-In. Should Piedmont fail to fully fund exploration expenditures in an amount equal to the First Additional Earn-In Amount, Piedmont NL may, at its option, pay in cash to the Company such exploration expenditure shortfall. Piedmont NL shall be entitled to fund the First Additional Earn-In Amount in full by causing Piedmont Lithium Inc. (its parent company) to issue listed shares of its common stock to the Company in lieu of cash. Piedmont NL may elect at any time to terminate the First Additional Earn-In by delivering written notice to the Company. See Subsequent Event note 17.

Grant of Second Additional Earn-In

Subject to Piedmont NL having exercised the First Additional Earn-In, the Company will grant to Piedmont NL the right to acquire an additional 24.5% (totalling 62.5%) interest in the Property (the “Second Additional Earn-In”) with such interest being represented as a voting and participating interest in Killick Lithium Inc. by funding exploration expenditures in the aggregate amount of $3 million on or before the 12-month anniversary of providing notice to exercise the Second Additional Earn-In. Should Piedmont fail to fully fund exploration expenditures in an amount equal to the Second Additional Earn-In Amount, Piedmont NL may, at its option, pay in cash to the Company such exploration expenditure

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shortfall. Piedmont NL shall be entitled to fund the Second Additional Earn-In Amount in full by causing Elevra Mining Limited (its parent company) to issue listed shares of its common stock to the Company in lieu of cash. Piedmont NL may elect at any time to terminate the Second Additional Earn-In by delivering written notice to the Company. See Subsequent Event note 17.

Royalty Agreement

The Company’s subsidiary Killick Lithium Inc. granted a 2% royalty on the net returns of precious metals and the value of lithium received by Killick Lithium Inc. to Benton and Pirate collectively, subject to Killick Lithium Inc., Piedmont NL or any of their successors having the right to repurchase 50% of the royalty (1% of the 2% granted) for $2 million ($1 million each to Benton and Pirate).

Marketing Agreement

The Company’s subsidiary Killick Lithium Inc. entered into a marketing rights agreement with Piedmont granting Piedmont 100% marketing rights and the right to purchase, under a right of first offer, any uncommitted lithium concentrate produced by the Property on commercially reasonable arm’s length terms. See Subsequent Event note (17).

7. RELATED PARTY TRANSACTIONS:

a) The Company paid or accrued the following amounts to related parties during the year ended December 31, 2025 and 2024:

Payee	Description of Relationship	Nature of Transaction	December 31, 2025 Amount ($)	December 31, 2024 Amount ($)
Benton Resources Inc.	Shareholder with significant influence, related by common director Stephen Stares	Reimbursement of exploration expenditures incurred on behalf of the Company, camp lease, geological consulting services, equipment rentals and expense reimbursements included in exploration and evaluation expenditures and general and administrative expenses	90,226	106,894
Pirate Gold Corp. (formerly Sokoman Minerals Corp.)	Shareholder with significant influence, related by common director Timothy Froude	Reimbursement of exploration expenditures incurred on behalf of the Company, camp lease, field consulting services, equipment rentals and expense reimbursements included in exploration and evaluation expenditures	37,921	46,591
Michael Stares	Director of shareholder with significant influence	Fees included in consulting fees	3,500	-
Gordon Fretwell Law Corporation	Company Controlled by Gorden Fretwell, Corporate Secretary for the Company	Legal and general counsel fees included in professional fees	52,611	126,948
Stares Contracting Corp.	Company controlled by Stephen Stares, Director	Equipment rentals included in exploration and evaluation assets	-	2,800

a) The Company shall not be entitled to any additional payment or other tax for the period of the period of the period of the transaction.

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The purchases from and fees charged by the related parties are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

Included in accounts payable and accrued liabilities at December 31, 2025 is:

• $3,186 in accounts payable to Benton Resources Inc. (inclusive of HST) (December 31, 2024 - $3,546)
• $1,725 in accounts payable to Pirate Gold Corp. (inclusive of HST) (December 31, 2024 - $1,725)
• $1,695 in accounts payable to Michael Stares (inclusive of HST) (December 31, 2024 - Nil)
• $14,136 in accounts payable to Gordon Fretwell Law Corporation (inclusive of HST) (December 31, 2024 - $63,908)

See also note 6 as it relates to the asset transfer agreement with Benton and Pirate and note 8.

b) Key management personnel are those having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company. Remuneration of directors and key management personnel of the Company, except as noted in (a) above, for the year ended December 31, 2025 and 2024 were as follows:

	December 31, 2025 Amount ($)	December 31, 2024 Amount ($)
Salaries and benefits	79,042	-
Consulting fees	15,000	45,000
Directors’ fees	30,625	-
Share-based payments	194,885	-
	319,552	45,000

8. LEASE LIABILITY:

During the fiscal 2023, the Company entered into a lease agreement with Benton and Pirate (the "Owners") for certain equipment encompassing the exploration camp at the Killick Property (the "Camp Gear"). The initial term of the lease was for one year commencing on October 11, 2023 and terminating on October 10, 2024, subject to a right of extension as described herein. The lease is paid in monthly installments of $3,000 plus HST ($1,500 each to Benton and Pirate. Pursuant to the terms of the lease, the Company has the option to extend the term for two further periods, at the same payment terms, of 12 months each upon at least three month's written notice to the Owners prior to the expiration of the then current term (extended by the Company to October 11, 2026). At the conclusion of the lease in October 2026, the Company may purchase the Camp Gear for the sum of $1.

The lease liability relates to the above lease discounted at an estimated interest rate of 12% (the Company's estimated incremental borrowing rate). The lease liability at the year ended December 31, 2025 and 2024 is as follows:

	December 31, 2025	December 31, 2024
	$	$
Lease liability	25,821	57,253
Less: Current portion	(25,821)	(31,432)
Long-term portion	-	25,821

Interest expense recognized on the lease liability for the year ended December 31, 2025 was $4,568 (December 31, 2024 - $7,960) and is included under general and administrative expenses in the consolidated statement loss and comprehensive loss.

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9. INCOME TAXES:

(a) Provision for income taxes

The provision for (recovery of) income taxes differs from the amount that would have resulted by applying the combined Canadian federal and provincial statutory tax rates of 26.5% (December 31, 2024 – 26.5%).

	December 31, 2025 $	December 31, 2024 $
Loss and comprehensive loss before taxes	(546,987)	(271,092)
Income tax expense reconciliation
Expected income tax expense (recovery) calculated using statutory rates	(144,952)	(71,839)
Tax effect of the following items:
Non-deductible interest on lease	1,211	2,109
Non-deductible depreciation	8,124	8,124
Deductible camp lease payments	(9,540)	(9,540)
Non-deductible expenses and other items	61,287	(8,186)
Adjustment to fair value for fair value through profit and loss investments	-	-
Expected income recovery calculated for tax purposes	(83,870)	(79,332)
Non-capital loss carry forwards applied Valuation allowance/reversal	83,870	79,332
Income tax expense (recovery)	-	-

(b) Deferred Tax Balances

The tax effect of temporary differences that give rise to deferred income tax assets and deferred income tax liabilities at the combined Canadian federal and provincial statutory tax rates are as follows:

	December 31, 2025 $	December 31, 2024 $
Deferred tax assets (liabilities) – long term
Non-capital losses	161,509	82,420
Capital losses	61,768	61,768
Marketable securities	-	-
Right-of-use assets/lease liability	502	695
Valuation allowance	(223,779)	(144,883)
Net deferred income tax asset (liability)	-	-

(c) Additional Income Tax Information

The Company has non-capital losses of $646,035 and capital losses of $247,073 available to reduce taxable income in future years. The benefit of the losses has not been recognized in these financial statements. The capital losses can be used against future capital gains with no expiry. The non-capital losses as follows if unused:

Year of Expiry	Amount
2043	30,314
2044	299,227
2045	316,494
Total	$ 646,035

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10. CAPITAL STOCK:

(a) Share Capital

Authorized:
Unlimited class A and class B common shares without par value

Issued and outstanding:
10,050,252 class A common shares

(b) Private Placements

The Company completed no private placements during the years ended December 31, 2025 and 2024.

During the period from September 26, 2023 to December 31, 2023, the Company completed the following private placement:

i.) On October 11, 2023, the Company completed a non-brokered private placement financing with Piedmont Lithium Newfoundland Holdings LLC by issuing 2,000,000 class B common shares at a price of $1 per share for aggregate gross proceeds of $2,000,000. The class B shares were reclassified to class A common shares during the year ended December 31, 2024 as part of the public listing process.

(c) Long-Term Equity Incentive Plan

The Company has adopted a Long-Term Equity Incentive Plan ("LTI Plan") which is an omnibus 10% rolling long-term equity incentive plan. The LTI Plan is referred to as "omnibus" as it provides for awards of stock options ("Options"), performance share units ("PSUs"), restricted share units ("RSUs") and deferred share units ("DSUs" and together with PSUs and RSUs, the "Unit Awards"). The LTI Plan is subject to compliance with the requirements of the applicable TSX Venture Exchange policy on Security Based Compensation.

The LTI Plan limits the number of the Company's common shares reserved for issuance under the LTI Plan, together with all other security-based compensation arrangements of the Company, to 10% of the issued and outstanding shares on a non-diluted basis allowing for a maximum of 1,005,025 shares reserved for issuance at December 31, 2025. There is a sub-limit share reserve in respect of Unit Awards equal to 2% each of the issued and outstanding shares on a non-diluted basis amounting to 201,005 shares reserved for issuance for each type of Unit Award at December 31, 2025 with a provision for the cessation of entitlement including disability and retirement treatment under the LTI Plan.

i.) Stock Options

• Any director, officer, consultant, employee, investor relations service provider, or management company employee is eligible to receive stock options under the LTI Plan;
• Any options granted pursuant to the LTI Plan shall be non-assignable and non-transferable;
• The number of options issuable pursuant to the LTI Plan to any one person in any 12-month period shall not exceed 5% of the outstanding common shares. In the case of any one consultant or investor relations service provider, the number of options issuable pursuant to the LTI Plan may not exceed 2% of the outstanding common shares in any 12-month period;
• The number of common shares: (1) reserved for issuance to insiders of the Company may not exceed 10% of the issued and outstanding common shares; and (2) which may be issued to insiders within a one-year period may not exceed 10% of the issued and outstanding common shares;
• Any options granted under the LTI Plan shall in no event be lower than the market price of the shares on the grant date;
• Any options granted pursuant to the LTI Plan shall expire no later than five years after the date of grant;

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• Unless otherwise specified, each option under the LTI Plan shall vest as to $25\%$ upon grant and $12.5\%$ after each quarter from the grant date;
• Options shall expire and terminate 30 days following the date the optionee ceases to be an employee, director or officer of, or consultant to, the Company, provided that if such termination is as a result of death of the optionee, the optionee's personal representative shall have one year to exercise such options.

Details of stock option transactions for the years ended December 31, 2024 and 2025 are as follows:

	# of Options	Weighted Average Exercise Price
Balance, December 31, 2024 and 2023	-	-
Granted during the period	800,000	$0.48
Balance, December 31, 2025	800,000	$0.48

(1) At December 31, 2025, the weighted-average remaining contractual life of stock options outstanding is 4.57 years (December 31, 2024 - N/A)

The following table summarizes information about the stock options outstanding at the years ended December 31, 2025 and 2024:

Expiry Date	Exercise Price	Dec. 31, 2025 # of Options Issued	Dec. 31, 2025 # of Options Exercisable	Dec. 31, 2024 # of Options Issued	Dec. 31, 2024 # of Options Exercisable
July 21, 2030	$0.48	725,000	271,875	-	-
September 1, 2030	$0.52	75,000	28,125	-	-
		800,000	300,000	-	-

ii.) Restricted Share Units (RSUs)/Performance Share Units (PSUs)

• Directors, officers, or employees of the Company (excludes any management company employees, consultant or investor relations services provider) are eligible to receive RSUs/DSUs;
• RSUs and PSUs are notional securities that entitle the recipient to receive cash or Shares at the end of a vesting period. Vesting of PSUs is contingent upon achieving certain performance criteria, thus ensuring greater alignment with the long-term interests of Shareholders. The terms applicable to RSUs and PSUs under the LTI Plan are determined by the Company's board of directors at the time of the grant;
• Unless otherwise provided, RSUs typically vest on November $30^{\text{th}}$ of the third calendar year following the year in which the RSU was granted;
• Unless otherwise noted, PSUs shall vest as at the date that is the end of the performance cycle, subject to any performance criteria having been satisfied but in no event earlier than one year from grant;
• On settlement, the Company shall, for each vested RSU or PSU being settled, deliver to a participant a cash payment equal to the market price of one share of the Company as of the vesting date, one share, or any combination of cash and shares equal to the market price of one share as of the vesting date, at the discretion of the Company's board of directors.

At December 31, 2025, no RSUs or DSUs have been granted under the Company's LTI Plan.

iii.) Deferred Share Units (DSUs)

• Non-executive directors of the Company (excludes any management company employees, consultant or investor relations services provider) are eligible to receive DSUs;
• A DSU is a notional security that entitles the recipient to receive cash or shares upon resignation from the Company's board or directors. The terms applicable to DSUs under the LTI Plan are determined by the board of directors at the time of the grant;

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• DSUs vest after one year and the board of directors determines the vesting schedule for discretionary DSUs at the time of grant but in no event earlier than one year from grant;
• DSUs may only be settled after the date on which the participant ceases to hold all positions with the Company or a related corporation. At the grant date, the board of directors shall stipulate whether the DSUs are paid in cash, shares, or a combination of both, in an amount equal to the market price of the notional shares represented by the DSUs in the participant's DSU account.

At December 31, 2025, no DSUs have been granted under the Company's LTI Plan.

11. LOSS PER SHARE:

Basic loss per common share has been calculated using the weighted average number of common shares outstanding in each respective period. Diluted income / (loss) per share assumes that stock options and warrants that have an exercise price less than the average market price of the Company's common shares during the fiscal period have been exercised on the later of the beginning of the period and the date granted.

12. SHARE-BASED PAYMENTS:

The Company applies the fair value method of accounting for share-based payments to directors, officers, employees and consultants and accordingly $231,157 is recorded as share-based payments in profit and loss and under contributed surplus in shareholders' equity for the 551,893 options that vested on a graded basis during the year ended December 31, 2025. The fair value of the options vesting below during the year was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions:

Grant Date	# of Options Vested	Exercise Price	Expiry Date	Fair Value of Option	Dividend Yield	Volatility1	Risk-free Interest Rate	Expected Life
July 21, 2025	505,770	$0.48	July 21, 2030	$0.416	0%	131%	3.09%	5 yrs
Sept. 1, 2025	46,123	$0.52	Sept. 1, 2030	$0.450	0%	131%	2.93%	5 yrs
	551,893

Due to the Company's recent listing and limited trading history, a reliable estimate of share price volatility could not be derived from internal data. Accordingly, the Company utilized the average volatility of a peer group of five comparable publicly traded issuers to estimate fair value for equity-based instruments

13. CAPITAL DISCLOSURES:

The Company's objectives when managing capital are as follows:

To safeguard the Company's ability to continue as a going concern;
- To raise sufficient capital to finance its exploration and development activities on its mineral exploration properties;
- To raise sufficient capital to meet its general and administrative expenditures.

The Company manages its capital structure and makes adjustments to it based on the general economic conditions, its short-term working capital requirements, and its planned exploration and development program expenditure requirement. The capital structure of the Company is composed of working capital and shareholders' equity. The Company may manage its capital by issuing flow through or common shares, or by obtaining additional financing.

The Company utilizes annual capital and operating expenditure budgets to facilitate the management of its capital requirement. These budgets are approved by management and updated for changes in the budgets underlying assumptions as necessary.

There were no changes in the Company's approach to managing capital during the fiscal year ended December 31, 2024.

In order to maintain or adjust the capital structure, the Company considers the following;

i) incremental investment and acquisition opportunities;
ii) equity and debt capital available from capital markets;

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iii) equity and debt credit that may be obtainable from the marketplace as a result of growth in mineral reserves;
iv) availability of other sources of debt with different characteristics than the existing bank debt;
v) the sale of assets;
vi) limiting the size of the investment program; and
vii) new share issuances if available on favorable terms.

Except as otherwise disclosed, the Company is not subject to any external financial covenants at December 31, 2024.

14. FINANCIAL RISK MANAGEMENT:

The Company’s financial instruments are exposed to certain risks, including credit risk, interest rate risk, liquidity risk, currency risk and market risk.

(a) Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Financial instruments that potentially subject the Company to credit risk consist of cash and accounts and other receivables and refundable security deposits. The Company’s cash is held through a large Canadian Financial Institution. Accounts receivable consist of HST credits to be refunded to the Company by the Canada Revenue Agency of which collectability is assured. The Company has no other significant concentration of credit risk arising from operations. Management believes the risk of loss to be remote.

(b) Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company monitors and reviews current and future cash requirements and matches the maturity profile of financial assets and liabilities. This is generally accomplished by ensuring that cash is always available to settle financial liabilities. At December 31, 2023, the Company had cash on hand of $1,746,118 to settle current liabilities of $164,466. All of the Company’s financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms.

(c) Currency risk

The Company’s functional currency is the Canadian dollar and major purchases are transacted in Canadian dollars. The Company’s operations are in Canada; therefore, management believes the foreign exchange risk derived from any currency conversions is negligible and therefore does not hedge its foreign exchange risk.

(d) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices and is comprised of currency risk, interest rate risk, and equity price risk. The fair value of the Company’s marketable securities are impacted by changes in the quoted market price of the underlying issuer’s securities with the resulting change impacting net income.

15. SUPPLEMENTAL CASH FLOW INFORMATION:

The following transactions did not result in cash flows and have been excluded from operating, financing and investing activities:

	December 31	December 31
	2025	2024
	$	$
Non-cash investing activities
Exploration and evaluation expenditure recoveries through receipt of marketable securities	-	1,050,639

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16. REFUNDABLE DEPOSITS:

Refundable security deposits of $3,350 (December 31, 2024 - Nil) represents security deposits paid to the Government of Newfoundland and Labrador in connection with mineral property claims located in the Province of Newfoundland. These refundable security deposits are refundable to the Company upon submission by the Company of a report covering the first-year work requirements, which meets the requirements of the Government of Newfoundland and Labrador.

17. SUBSEQUENT EVENT:

The following event occurred subsequent to December 31, 2025:

• The Company was formally notified that Elevra Lithium Limited was terminating its option agreement to earn an interest in the Killick Lithium Project by funding exploration expenditures in the manner and timing disclosed in note 6(a) above. The Company will now retain 100% control of the project subject only to the underlying 2% NSR (1% each to Benton and Pirate Gold).