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Vinland Lithium — Management Reports 2026
May 11, 2026
48570_rns_2026-05-11_d2b177d9-0898-4adc-9a73-0c47610f650c.pdf
Management Reports
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VINLAND LITHIUM INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the three-month period ended March 31, 2026
May 11, 2026
GENERAL
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 that commenced trading on the TSX Venture Exchange on May 23, 2025 under the trading symbol “VLD”. Its principal business activities are the acquisition, exploration and development of mineral properties.
The following discussion of the financial condition and results of operations of the Company constitutes management’s review of the factors that affected the Company’s financial and operating performance for the three-month period ended March 31, 2026. The discussion should be read in conjunction with the condensed consolidated interim financial statements of Vinland Lithium Inc. for the three months ended March 31, 2026 including the notes thereto.
Unless otherwise stated, all amounts discussed herein are denominated in Canadian dollars and all financial information (as derived from the Company’s audited financial statements) has been prepared in accordance with International Financial Reporting Standards (“IFRS”). It should also be noted that unless otherwise stated in the property discussions below, any quoted assay widths or intervals are core lengths and do not necessarily represent true thicknesses, generally because not enough technical information is available to estimate these.
FORWARD-LOOKING INFORMATION
Certain information regarding the Company within Management’s Discussion and Analysis (MD&A) may include “forward-looking statements” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical facts, included in this MD&A that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as future business strategy, goals, expansion and growth of the Company’s businesses, operations, plans and other such matters are forward-looking statements. When used in this MD&A the words “estimate”, “plan”, “anticipate”, “expect”, “intend”, “believe” and similar expressions are intended to identify forward-looking statements. Such statements are subject to known and unknown risks and uncertainties that may cause actual results in the future to differ materially from those anticipated in forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
OVERVIEW OF BUSINESS
The focus of the Company is to seek out and explore mineral properties of potential economic significance and advance these projects through prospecting, sampling, geological mapping and geophysical surveying, trenching, and diamond drilling to enable management to determine if further work is justified. The Company’s property portfolio consists of the Killick Lithium project in southwestern Newfoundland, Canada focusing on lithium.
IMPACT OF COVID-19
The Company continually monitors guidance from Health Canada as well as provincial and local health authorities to mitigate the effects of COVID-19 at all of its exploration sites and corporate office locations.
Other than the macro-economic impact of inflationary pressure and supply chain challenges, operating activities at the Company’s projects are continuing with no significant interruptions to date from COVID-19. The extent to which COVID-19 will impact the Company’s operations in the future remains highly uncertain and cannot be accurately estimated at the present time.
2
ACQUISITION OF THE KILLICK LITHIUM PROJECT
During the period from incorporation (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 Corp.) 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 which was determined to be completed at arm's length. The Company then transferred the Property to its subsidiary, Killick Lithium Inc. At March 31, 2026, the Property consists of 2,745 claim units covering 68,625 hectares in South Central Newfoundland, Canada. The Company has since reduced its land position by eliminating peripheral claim holdings and thereby reducing its associated work expenditure requirements.
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 year ended December 31, 2025, Piedmont Lithium underwent a merger with a US subsidiary of Sayona Mining Limited, an Australian-based public company. The new entity is named Elevra Lithium Limited ("Elevra") (ASX: ELV, Nasdaq: ELVR).
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. At December 31, 2025, Piedmont has incurred a total of approximately $1.372 million.
During the period ended March 31, 2026, 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).
FINANCIAL & OPERATIONAL OVERVIEW
Overall Performance
The Company currently has no long-term debt and has sufficient working capital to fund current operations, the sustainability of the financial markets related to the mineral exploration sector cannot be determined. This continually poses a challenge for the Company to effectively manage its capital. Management has and will continue to evaluate strategic opportunities to aggressively acquire favourable advanced assets at depressed prices.
Overall, the Company feels it can effectively balance its growth opportunities with its need to conserve capital at this time. Planned project expenditures are continually reviewed to ensure efficient and effective exploration is conducted and if needed, to reduce costs accordingly.
Financial Condition
The Company's cash and cash equivalents balance as at March 31, 2026 was $1,203,206 (December 31, 2025 - $1,254,833) derived from Elevra's (formerly Piedmont Lithium Inc.) subscription for 2 million class B common shares (converted to class A as part of the listing process) of Vinland for gross proceeds of $2,000,000 during the period from incorporation (September 26, 2023) to December 31, 2023 (hereinafter referred to as "fiscal 2023"). HST and other
receivables at March 31, 2026 was $8,612 (December 31, 2025 - $9,442) consisting of accumulated HST ITCs from January to March 2026 filed with the Canada Revenue Agency. Current assets of the Company as at March 31, 2026 were $1,224,238 (December 31, 2025 - $1,273,485), a decrease related exploration expenditures completed at the Killick Lithium project and general and administrative expenses, net of the exploration grant of $90,412 received during the current period. Total assets as at March 31, 2026 were $8,136,448 (December 31, 2025 - $9,492,447) largely consisting of $8,136,448 in exploration and evaluation expenditures related to the acquisition of the Killick Lithium project via the abovementioned asset transfer agreement executed with Benton and Pirate during fiscal 2023, each of whom held 50% of the project. Current liabilities as at March 31, 2026 were $66,549 (December 31, 2025 - $89,954) consisting of trade payables surrounding exploration and evaluation activity at or around period end as well as accruals for unbilled professional fees and the current portion of the Company's lease liability on the exploration camp at the Killick Lithium project. Total liabilities at March 31, 2026 were $66,549 (December 31, 2025 - $89,954).
Results of Operations
The loss and comprehensive loss for the three-month period ended March 31, 2026 was $137,150 (0.01 loss per common share) compared to income and comprehensive income of $66,646 in the previous year's comparative period, a change due largely to increased operating expenses in the current versus prior period as the Company did not have any salaries and benefits or share-based payments expenses in the previous period as it was not yet trading.
Expenses incurred during the three-month periods ended March 31, 2026 and 2025 are as follows:
| March 31, 2026 $ | March 31, 2025 $ | |
|---|---|---|
| General and administrative | 8,923 | 5,041 |
| Advertising and promotion | 9,308 | - |
| Depreciation and amortization expense | 7,664 | 7,664 |
| Professional fees | 9,963 | 44,262 |
| Consulting fees | 2,770 | 9,000 |
| Salaries and benefits | 50,872 | - |
| Listing and filing fees | 9,082 | - |
| Share-based payments | 44,946 | - |
| 143,528 | 65,967 |
i) General and administrative expenses consist of bank service charges, expired insurance premiums, imputed interest (non-cash) on the Company's lease liability as well as software licensing and support fees and transfer agent fees. These costs have increased slightly in the current year due to higher transfer agent activity and insurance expenses brought on by going public.
ii) Advertising and promotion expenses increased in the current year due to costs surrounding the Company's attendance at the TSX-V's closing bell ceremony in the current period.
iii) Depreciation and amortization expense of relates to depreciation on the Company's right-of-use assets that encompass the Killick Lithium project exploration camp under lease.
iv) Professional fees consist of legal fees and accrued fiscal audit fees and decreased in the current period as the Company's legal and audit work was significant in the previous year due to the listing process and is expected to normalize moving forward now that the Company has completed its listing on the TSX Venture Exchange.
v) Consulting fees consist of non-project related personnel time incurred during the period and technical consulting fees paid.
vi) Salaries and benefits consist of payments made to the Company's CEO, CFO and VP Exploration commencing in June 2025 now that the Company has commenced trading as well the corresponding statutory remittances along with quarterly directors' fees paid to the Company's directors for their service along with related statutory payments.
vii) Listing and filing fees include fees paid to the TSX Venture Exchange for annual listing fees and annual SEDAR related fees.
viii) Share-based payments, a non-cash expenditure, represents the value of 107,066 stock options that vested in the current year.
4
Cash Flows
The cash flows used in operating activities were $99,526 for the three-month period ended March 31, 2026 versus $140,820 in cash used in operating activities in the previous year’s comparative period, a change due to a large swing to the positive in the cash effects of the Company’s HST and other receivables in the current versus prior year’s period and a comparatively lower use of cash settling accounts payables and accrued liabilities in the current period versus 2025’s comparative period. Cash flows used in financing activities were $9,000 for the three-month period ended March 31, 2026 related to cash lease payments made to Benton and Pirate for the Killick Lithium project’s exploration camp and remained the same in the current and previous year. Cash flows provided by investing activities were $56,899 for the three-month period ended March 31, 2026 versus nil cash flows from investing activities in the previous year’s period, a current year increase in cash related to the Government of Newfoundland exploration grant of $90,412 received net of exploration and evaluation expenditures at Killick
EXPLORATION AND EVALUATION
Killick Lithium Project
The Killick Lithium project (“Killick”) is transected by the paved Burgeo highway and a major power transmission line. The Killick Lithium project lies at the northwestern edge of the Hermitage Flexure, the predominant geological feature of the south Newfoundland Appalachians. The western Hermitage Flexure is a structurally complex region, with a diverse mineral endowment. The most prominent structures on the property, and the focus of exploration during 2021, are a linked system of west-verging thrust faults (Bay D’Est Fault Zone) and a transverse, wrench fault system (Gunflap Hills Fault Zone). These types of fault zones can be gold-bearing, and the same rocks elsewhere in Newfoundland are a prime focus of ongoing gold exploration by several junior companies and the site of major gold discoveries (e.g., Central Newfoundland Gold Belt). Historical exploration in the western Hermitage Flexure region led to the gold discoveries at Hope Brook and Cape Ray and spurred the first systematic gold exploration in northern and central Newfoundland. The remainder of the west-central Hermitage Flexure remains underexplored, despite known occurrences of gold, the presence of unsourced till, soil and stream sediment geochemical anomalies, and the first-order commonalities and linkages between southern and central Newfoundland.
The Killick Lithium Project consists of 17 mineral licences for a total of 1093 claim units. Prior to March 31, 2026, claim holdings reached as much as 23 licences totalling 2745 claim units. Mineral licences were partially surrendered and regrouped in July of 2025 and again in April 2026 resulting in reduced work expenditure requirements by eliminating peripheral claims.
Exploration
2021
Work completed to date by Benton/Pirate included a 5,709-line-km Heliborne High-Resolution Aeromagnetic & Matrix Digital VLF-EM Survey in 2021, designed to provide an overall structural picture of the property and identify extensions of known gold-bearing structures, as well as any previously unrecognized structures on the property. An initial reconnaissance program at Killick was completed in September 2021, to get a firsthand look at the ground and to obtain samples in as many areas as possible. Mineralization observed included multiple occurrences of structurally controlled quartz veins with variable amounts of pyrite, as well as a previously unknown zone of locally significant arsenopyrite and pyrite (as stringers and veinlets comprising up to 10% of rock volume). This occurrence was noted to be several dozen metres in thickness and of unknown strike length. Approximately 50 rock samples (grabs and chips), as well as seven stream sediment and four C-horizon till samples were collected. This reconnaissance work led to the discovery of a swarm of lithium-bearing pegmatite dykes now named the Kraken Pegmatite Field. Two of the samples returned 1.95% Li₂O and 0.49% Li₂O and this is believed to be the first discovery of significant lithium mineralization on the Island of Newfoundland. Lithium occurrences in the Appalachian belt are well known and include important deposits in the Carolinas in the eastern U.S., as well as in the geologically equivalent Caledonides of Ireland.
Benton/Pirate completed detailed geological mapping and a high-resolution drone survey that includes imagery and LiDAR (Light Detection and Ranging), to assist in the mapping and targeting of the dyke system.
2022
In January 2022, Benton/Pirate carried out a Phase 1 diamond drilling program at the Kraken lithium prospect. It consisted of $1,025\mathrm{m}$ in five holes and targeted the extensive system of spodumene-bearing dykes, which have been sampled over a strike length of two kilometres, within a corridor measuring 1,000 metres in apparent width and remains open in all directions. Assays were reported by the Benton/Pirate and are shown in Table 1 below. A total of 1,165 samples, including QAQC blanks and standards, was submitted and results received for this program.
In July 2022, Benton/Pirate carried out a Phase 2 diamond drilling program at the Kraken lithium prospect. It consisted of $3,069\mathrm{m}$ in 18 drill and targeted the extensive system of spodumene-bearing dykes. A total of 1,385 samples were submitted, including standards and blanks. Significant assays received from both Phases 1 and 2 appear in the Table 1 below.
Table 1: Phases 1 and 2 Significant Assay Results
| DDH # | Target | From (m) | To (m) | Length m* | Li2O % | |
|---|---|---|---|---|---|---|
| GH-22-01 | Kraken Dyke | 47.80 | 56.20 | 8.40 | 0.95 | |
| incl | 48.90 | 53.40 | 4.50 | 1.52 | ||
| incl | 52.60 | 53.40 | 0.80 | 1.76 | ||
| GH-22-02 | Kraken Dyke | 91.45 | 93.10 | 1.65 | 0.14 | |
| GH-22-03 | Kraken Dyke | NVS | ||||
| GH-22-04 | Kraken Dyke | 20.45 | 22.15 | 1.70 | 0.24 | |
| DDH # | Target | From (m) | To (m) | Length m* | Li2O % | |
| GH-22-05 | Kraken Dyke | 2.50 | 18.70 | 16.20 | 0.43 | |
| incl | 2.50 | 3.50 | 1.00 | 1.30 | ||
| and | 11.00 | 12.80 | 1.80 | 1.10 | ||
| and | 99.00 | 114.10 | 15.10 | 0.31 | ||
| DDH # | Target | From (m) | To (m) | Length m* | Li2O % | |
| incl | 100.00 | 101.75 | 1.75 | 0.94 | ||
| GH-22-06 | Kraken Dyke | 3.50 | 5.00 | 1.50 | 0.32 | |
| Hole lost at 38.0m | ||||||
| GH-22-07 | East Dyke | 39.50 | 43.50 | 4.00 | 0.81 | |
| incl | 40.50 | 43.50 | 3.00 | 1.01 | ||
| GH-22-08 | East Dyke | 3.25 | 11.62 | 8.37 | 0.92 | |
| incl | 3.25 | 9.00 | 5.75 | 1.00 | ||
| GH-22-09 | East Dyke | 63.21 | 64.21 | 1.00 | 0.06 | |
| DDH # | Target | From (m) | To (m) | Length m* | Li2O % | |
| GH-22-10 | East Dyke | 5.80 | 9.00 | 3.20 | 0.56 | |
| incl | 5.80 | 7.00 | 1.20 | 1.15 | ||
| and | 25.28 | 27.70 | 2.42 | 1.14 | ||
| GH-22-11 | East Dyke | 35.58 | 37.58 | 2.00 | 0.99 | |
| GH-22-12 | East Dyke | 26.21 | 27.00 | 0.79 | 0.70 | |
| GH-22-13 | East Dyke | 31.30 | 32.30 | 1.00 | 0.45 |
| DDH # | Target | From (m) | To (m) | Length m* | Li2O % | |
|---|---|---|---|---|---|---|
| and | 57.20 | 58.20 | 1.00 | 0.31 | ||
| and | 154.98 | 156.11 | 1.13 | 0.09 | ||
| GH-22-14 | East Dyke | 11.00 | 15.35 | 4.35 | 0.63 | |
| incl | 12.00 | 14.00 | 2.00 | 1.02 | ||
| and | 77.00 | 87.73 | 10.73 | 0.56 | ||
| incl | 81.00 | 83.00 | 2.00 | 1.01 | ||
| GH-22-15 | East Dyke | 32.70 | 35.18 | 2.48 | 0.88 | |
| and | 46.00 | 66.82 | 20.82 | 0.60 | ||
| incl | 54.60 | 60.10 | 5.50 | 1.16 | ||
| and | 102.27 | 127.00 | 24.73 | 0.28 | ||
| incl | 108.82 | 111.00 | 2.18 | 0.88 | ||
| and | 115.25 | 117.90 | 2.65 | 0.64 | ||
| incl | 116.22 | 117.10 | 0.88 | 1.11 | ||
| GH-22-16 | East Dyke | NVS | ||||
| GH-22-17 | East Dyke | NVS | ||||
| GH-22-18 | East Dyke | NVS | ||||
| DDH # | Target | From (m) | To (m) | Length m* | Li2O % | |
| GH-22-19 | East Dyke | 22.50 | 28.70 | 6.20 | 0.06 | |
| and | 88.80 | 90.80 | 2.00 | 0.06 | ||
| GH-22-20 | Central Dyke | 35.00 | 38.40 | 3.40 | 0.15 | |
| GH-22-21 | Central Dyke | NVS | ||||
| GH-22-22 | Central Dyke | NVS | ||||
| GH-22-23 | Northeast Dyke | 48.33 | 49.55 | 1.22 | 0.37 | |
| GH-22-24 | Northeast Dyke | 54.00 | 55.00 | 1.00 | 0.18 |
Note: Intervals reported for the drilling are core lengths, estimated to be approximately 90% of true width NVS – no visible spodumene.
In September 2022, the Benton/Pirate commenced a reconnaissance soil sampling program at the Kraken. Soil geochemistry over spodumene-bearing dykes outlined mineralization and has generated multiple targets for follow-up work. Given the effectiveness of the survey, The Company completed an extensive systematic soil survey for lithium at Killick (see Map 1 through Map 5 below):

Map 1: Kraken/Killick Grid - Li and Ta in Soils

Map 2: Southwest Grid - Li and Ta in Soils

Map 3: Triangle Pond and Grandy's West Grid - Li and Ta in Soils

Map 4: Hydra Grid - Li and Ta in Soils

Map 5: Top Pond Ridge Grid - Li and Ta in Soils
In October 2022, Benton/Pirate announced the discovery of a high-grade cesium-rich dyke, the Hydra Zone, with grab samples assaying up to $1.56\%$ $\mathrm{Cs_2O}$ (cesium oxide), $0.4\%$ $\mathrm{Li_2O}$ (lithium oxide), $0.022\%$ $\mathrm{Ta_2O_5}$ (tantalum oxide), and $0.30\%$ $\mathrm{Rb_2O}$ (rubidium oxide) (see Table 1 and Table 2). This is the first high-grade cesium mineralization recorded on the Island of Newfoundland. The cesium-rich dyke is approximately $5\mathrm{m} - 6\mathrm{m}$ wide and has been traced for approximately $100\mathrm{m}$ along strike to where it disappears under overburden in both directions. The dyke is located approximately $11\mathrm{km}$ northeast of the Kraken lithium discovery.
Cesium is rare globally. The United States and Canada have included cesium, lithium, and tantalum (among others) in their lists of Critical Minerals/Elements since each of them has been identified as being essential to the economy and national security.
Here are some facts and figures about cesium:
- Currently only produced at one locality in Canada, the Tanco Mine in Manitoba (Sinomine Resources Group)
- Very dense metal and its primary use is in deep drilling applications in the oil and gas sector
-
Many industrial as well as medical uses including
-
Cesium hydroxide/carbonate is used in petrochemical catalysts; cesium iodide is used in fluoroscopy equipment; as the input phosphor of X-ray imaging equipment; cesium bromide is used in infrared detectors, optics, photoelectric cells, scintillation counters, and spectrophotometers
-
Important component of atomic clocks, which are the most accurate time and frequency monitors, which play a vital role in aircraft guidance systems, global positioning satellites and internet and cellular telephone transmissions
-
Global market for cesium forecast to double in the next five years
- Global leader in terms of production, market share, revenue, etc. is China's Sinomine Resource Group; Albermarle Corp of the USA is second
- Forecast prices (2023) for cesium salt (the most common product produced from cesium ore) is USD\ $188/kg and USD\$ 291/kg for pure cesium metal
Table 2: Tabulation of Initial samples - Hydra Zone
| Sample # | Type | ppm Cs | % Cs2O | ppm Li | % Li2O | ppm Ta | %Ta2O5 | Rb ppm | % Rb2O |
|---|---|---|---|---|---|---|---|---|---|
| 883651 | Grab | 259 | 0.027 | 300 | 0.06 | 176 | 0.021 | 526 | 0.057 |
| 883652 | Grab | >5000 | 1.56 | 1850 | 0.40 | 180 | 0.022 | 2790 | 0.30 |
| 883653 | Grab | 1110 | 0.12 | 1650 | 0.35 | 203 | 0.025 | 2390 | 0.26 |
| 883654 | Grab | >5000 | 0.52 | 769 | 0.16 | 174 | 0.021 | 1090 | 0.12 |
| 883655 | Grab | 1990 | 0.21 | 595 | 0.13 | 120 | 0.015 | 3230 | 0.35 |
| 883656 | Grab | >5000 | 0.77 | 250 | 0.05 | 174 | 0.021 | 290 | 0.03 |
Table 3: First-pass channel sampling across the dyke - Hydra Zone
| Sample # | Type | Length m | ppm Cs | % Cs2O | ppm Li | % Li2O | ppm Ta | %Ta2O5 | Rb ppm | % Rb2O |
|---|---|---|---|---|---|---|---|---|---|---|
| 758220 | Grab | >5000 | 0.63 | 282 | 0.06 | 18.7 | 0.002 | >5000 | 0.61 | |
| 758223 | channel | 0.70 | 296 | 0.03 | 153 | 0.03 | 170 | 0.021 | 95.9 | 0.01 |
| 758224* | channel | 0.40 | >5000 | 6.82 | 1860 | 0.40 | 175 | 0.021 | 3010 | 0.33 |
| 758225* | channel | 0.40 | >5000 | 13.57 | 1470 | 0.32 | 99.6 | 0.012 | 3510 | 0.39 |
| 758226* | channel | 0.40 | >5000 | 5.87 | 2320 | 0.50 | 348 | 0.042 | 2370 | 0.26 |
| 758227 | Grab | >5000 | 0.67 | 1030 | 0.22 | 212 | 0.026 | 911 | 0.10 | |
| *758224-226 are contiguous samples - total combined length of 1.2 m |
In December 2022, Benton/Pirate carried out a Phase 3 diamond drilling program at Killick. It consisted of $1,607\mathrm{m}$ in 11 drill holes and targeted the extensive system of spodumene-bearing dykes at the Killick Zone, Kraken Zone and West Dyke. A total of 383 samples, including standards and blanks, was submitted and results received. Highlights for Phase 3 appear in Table 4 below:
Table 4: Phase 3 Significant Assay Results
| DDH # | Target | From (m) | To (m) | Length (m)* | Li2O % | |
|---|---|---|---|---|---|---|
| GH-22-25 | Killick Zone | 31.43 | 34.40 | 2.97 | 0.74 | |
| and | 59.32 | 74.06 | 14.74 | 0.64 | ||
| incl | 62.80 | 64.46 | 1.66 | 1.03 | ||
| and | 65.80 | 70.53 | 4.73 | 1.05 | ||
| GH-22-26 | Killick Zone | 73.70 | 75.81 | 2.11 | 0.85 | |
| and | 85.15 | 94.65 | 9.50 | 1.08 | ||
| incl | 91.25 | 93.40 | 2.15 | 2.01 | ||
| GH-22-27 | Killick Zone | 26.82 | 42.05 | 15.23 | 1.04 | |
| incl | 26.82 | 31.00 | 4.18 | 1.48 | ||
| and | 29.60 | 30.30 | 0.70 | 2.05 | ||
| GH-22-28 | Kraken Zone | 4.39 | 15.36 | 10.97 | 0.32 | |
| incl | 14.05 | 15.36 | 1.31 | 1.39 | ||
| and | 41.45 | 43.55 | 2.10 | 1.02 | ||
| and | 52.20 | 54.85 | 2.65 | 0.64 | ||
| GH-22-29 | Kraken Zone | 36.30 | 38.40 | 2.10 | 1.18 | |
| and | 57.50 | 59.00 | 1.50 | 1.39 | ||
| GH-22-30 | West Dyke | NVS | ||||
| GH-22-31 | West Dyke | NVS | ||||
| GH-22-32 | Kraken Zone | 2.80 | 4.50 | 1.70 | 0.24 | |
13
| DDH # | Target | From (m) | To (m) | Length (m)* | Li2O % | |
|---|---|---|---|---|---|---|
| GH-22-33 | Kraken Zone | NVS | ||||
| GH-22-34 | Kraken Zone | 38.25 | 39.25 | 1.00 | 0.25 | |
| GH-22-35 | Kraken Zone | 85.40 | 90.65 | 5.25 | 0.56 | |
| incl | 88.40 | 89.90 | 1.50 | 1.25 |
Notes: Intervals reported for the drilling are core lengths, estimated to be approximately 90% of true width NVS – No Visible Spodumene
2023
In May 2023, Benton/Pirate carried out a Phase 4 diamond drilling program. It consisted of 4,327 m in 26 drill holes and targeted the extensive system of spodumene-bearing dykes at the Killick Zone and East Dyke. A total of 1,275 samples, including standards and blanks, was submitted and results received and appear in Table 5 below.
Table 5: Highlights for Phase 4 Drill Program
| Kraken Phase 4 Drilling Highlights - Golden Hope Project | ||||||
|---|---|---|---|---|---|---|
| Hole # | Target Area | From | To | Length | Li2O % | Ta2O5% |
| GH-23-47 | Killick East | |||||
| 81.48 | 82.00 | 0.52 | 1.34 | 0.013 | ||
| and | 82.40 | 82.85 | 0.45 | 0.54 | 0.009 | |
| GH-23-48 | East Dyke | |||||
| 58.55 | 63.20 | 4.65 | 0.87 | 0.007 | ||
| incl | 59.50 | 60.50 | 1.00 | 1.14 | 0.006 | |
| incl | 61.50 | 62.50 | 1.00 | 1.00 | 0.009 | |
| and | 76.38 | 87.95 | 11.57 | 0.29 | 0.012 | |
| incl | 76.38 | 76.75 | 0.37 | 0.78 | 0.018 | |
| and | 106.50 | 115.20 | 8.70 | 0.54 | 0.009 | |
| incl | 108.50 | 113.40 | 4.90 | 0.84 | 0.010 | |
| incl | 111.50 | 112.50 | 1.00 | 1.73 | 0.009 | |
| and | 137.28 | 138.28 | 1.00 | 0.59 | 0.010 | |
| and | 139.28 | 143.79 | 4.51 | 0.34 | 0.003 | |
| incl | 139.91 | 140.67 | 0.76 | 0.70 | 0.005 | |
| GH-23-50 | Killick Dyke | |||||
| 91.30 | 94.76 | 3.46 | 0.34 | 0.049 | ||
| incl | 92.88 | 93.53 | 0.65 | 0.79 | 0.013 | |
| and | 101.00 | 102.00 | 1.00 | 0.84 | 0.000 | |
| GH-23-51 | Killick Dyke | |||||
| 109.60 | 112.77 | 3.17 | 0.38 | 0.053 | ||
| and | 117.84 | 125.28 | 7.44 | 0.32 | 0.004 | |
| incl | 124.00 | 124.87 | 0.87 | 0.89 | 0.009 | |
| and | 145.00 | 146.20 | 1.20 | 1.53 | 0.015 | |
| GH-23-52 | Killick Dyke | |||||
| 157.50 | 159.00 | 1.50 | 1.12 | 0.013 | ||
| and | 185.00 | 188.98 | 3.98 | 0.59 | 0.010 | |
| incl | 185.00 | 188.00 | 3.00 | 0.74 | 0.013 | |
| incl | 187.58 | 188.00 | 0.42 | 1.03 | 0.025 | |
| and | 192.70 | 196.00 | 3.30 | 0.34 | 0.006 | |
| incl | 194.30 | 194.88 | 0.58 | 1.19 | 0.016 | |
| GH-23-53 | Killick Dyke | |||||
| 110.50 | 110.70 | 0.20 | 0.75 | 0.014 | ||
| and | 110.94 | 111.61 | 0.67 | 1.04 | 0.011 | |
| GH-23-54 | Killick Dyke | |||||
| 62.00 | 65.00 | 3.00 | 0.45 | 0.009 | ||
| incl | 62.95 | 64.00 | 1.05 | 0.79 | 0.014 | |
| GH-23-56 | Killick East | |||||
| 25.99 | 27.53 | 1.54 | 0.68 | 0.012 | ||
| incl | 26.75 | 27.53 | 0.78 | 1.04 | 0.013 | |
| GH-23-57 | East Dyke | |||||
| 125.27 | 134.46 | 9.19 | 0.45 | 0.008 | ||
| incl. | 126.27 | 127.58 | 1.31 | 1.25 | 0.011 | |
| and | 148.93 | 149.15 | 0.22 | 0.90 | 0.010 | |
| GH-23-59 | Killick East | |||||
| 46.00 | 47.48 | 1.48 | 0.66 | 0.010 | ||
| incl | 46.00 | 47.00 | 1.00 | 0.92 | 0.015 | |
| GH-23-49, 55, 58, 60 and 61 all intersected multiple dykes with anomalous Lithium values >0.1% Li2O |
In June 2023, Benton/Pirate carried out a $552\mathrm{m}$ six-hole reconnaissance diamond drilling program on the Hydra (cesium/lithium/tantalum) target $11\mathrm{km}$ northeast of the Killick Dyke. This initial Phase 1 drilling was successful in intersecting cesium-lithium-rubidium-tantalum mineralization in four of the six holes. The program targeted the recent channel sampling at the cesium dyke prospect, a significant high-grade cesium discovery. Channel samples 758224, 758225, and 758226 are consecutive $0.4\mathrm{m}$ -long channel cuts that averaged $8.75\%$ $\mathrm{Cs}_2\mathrm{O}$ , $0.41\%$ $\mathrm{Li}_2\mathrm{O}$ (lithium oxide), $0.025\%$ $\mathrm{Ta}_2\mathrm{O}_5$ (tantalum oxide), and $0.33\%$ $\mathrm{Rb}_2\mathrm{O}$ (rubidium oxide) over a combined total of $1.2\mathrm{m}$ . A total of 1,275 samples was submitted and results received, including standards and blanks.
Additional work completed on the Hydra Dyke includes detailed channel sampling at the discovery outcrop (44 samples) and geological mapping. The sections sampled are mineralogically similar to the previous surface sampling and in the recent drilling.
Table 6: Highlights for Phase 1 Drilling at Hydra:
| 2023 Phase 1 Diamond Drilling - Hydra Prospect - Golden Hope Project | |||||||
|---|---|---|---|---|---|---|---|
| Hole # | From | To | Length | Cs2O % | Li2O % | Rb2O % | Ta2O5 % |
| HY-23-01 | 4.85 | 18.40 | 13.55 | 0.137 | 0.108 | 0.170 | 0.018 |
| incl | 6.39 | 7.06 | 0.67 | 0.274 | 0.308 | 0.232 | 0.017 |
| and | 8.17 | 8.67 | 0.50 | 0.344 | 0.073 | 0.216 | 0.008 |
| and | 9.67 | 10.23 | 0.56 | 0.340 | 0.092 | 0.194 | 0.025 |
| and | 13.45 | 14.67 | 1.22 | 0.417 | 0.148 | 0.423 | 0.015 |
| incl | 14.17 | 14.67 | 0.50 | 0.800 | 0.152 | 0.474 | 0.022 |
| HY-23-02 | 24.59 | 25.59 | 1.00 | 0.110 | 0.070 | 0.061 | 0.000 |
| hole drilled underneath dip of dyke | |||||||
| HY-23-03 | 10.84 | 11.34 | 0.50 | 0.226 | 0.235 | 0.151 | 0.000 |
| and | 14.20 | 19.75 | 5.55 | 0.264 | 0.182 | 0.252 | 0.008 |
| incl | 15.32 | 16.00 | 0.68 | 0.503 | 0.452 | 0.278 | 0.000 |
| and | 21.75 | 22.80 | 1.05 | 0.286 | 0.232 | 0.246 | 0.003 |
| HY-23-04 | 44.65 | 45.88 | 1.23 | 0.146 | 0.018 | 0.087 | 0.003 |
| HY-23-05 | 11.55 | 15.82 | 4.27 | 0.118 | 0.085 | 0.102 | 0.003 |
| incl | 15.32 | 15.82 | 0.50 | 0.385 | 0.257 | 0.182 | 0.001 |
| HY-23-06 | 6.00 | 9.90 | 3.90 | 0.089 | 0.045 | 0.119 | 0.004 |
| incl | 8.90 | 9.40 | 0.50 | 0.154 | 0.104 | 0.085 | 0.003 |
Additional work completed in late summer and fall 2023 included further trenching and channel sampling at the Kraken Pegmatite Field. The Kraken West area received the most attention and resulted in the discovery of two new dykes at Red Bear and 8K, plus the westward extension of the Kraken North dyke trend with a new exposure at Colin's Turn. An extension was cleared at the Hockey Stick Trench in 2023, a small trench to the south of Hockey Stick and a small extension was excavated at the north end of the East Dyke late in the season.
2024
A Magnetic and VLF-EM Helicopter Survey was completed on the Project by Terraquest Ltd. of Markham, ON. The 4651.2 line-km survey was flown over several blocks in multiple flights over 18 days from April 23 to May 30th, 2024 (Map 6). The survey identified several anomalous areas for future exploration follow-up. This data has now been merged with the 2021 airborne survey to complete the coverage area on the project.

Map 6: 2024 Survey flight line map and DEM model
Also in 2024, a 3-week field season with crews collecting rock, soil and till samples was completed in July. Totals were 326 rocks, 19 till samples and 462 soil samples. Multiple samples with highly anomalous $\mathrm{Li}_2\mathrm{O}$ values to $1.97\%$ were discovered in float samples located south of the Killick and Kraken dykes (Map 7). Till sampling across the float train contain anomalous spodumene grains.

Map 7: Kraken South Area Rock and Till sample map
Sampling from the Top Pond Ridge and Grandy's areas returned geochemically anomalous lithium and tantalum values. Tantalum values in particular, are important as they may indicate close proximity to spodumene-bearing pegmatites as known in other LCT pegmatite environments.
Revised drill/exploration permits were submitted to the Newfoundland government for the project in March, 2025 and approval received in May, 2025. The year-round camp permit has was renewed in March, 2025. Additional permits for fuel cache, forestry operating permit etc were obtained in May 2025 as well.
2025
During June of 2025, The Company completed a two-week field exploration program that consisted of prospecting, rock geochemistry, regional basal till sampling and ground magnetics and VLF-EM surveying. A total of 115 rock samples were collected for assay and submitted to SGS laboratories for analysis. A total of 45 basal till samples were collected and submitted to ODM Laboratories for till indicator mineral analysis. Rock samples returned Li values to 7876ppm or $1.70\%$ $\mathrm{Li}_2\mathrm{O}$ from float in the Kraken West area. Spodumene counts in till samples reached 6 grains in the Kraken East area. Results for both the rock and till samples are presented in Map 8.
A detailed ground magnetics & VLF-EM survey was completed on the Kraken Pegmatite Field area by a contract geophysicist/geologist. Maps 9 through 12 shows the results including the survey area, total field magnetics, first derivative magnetics, and VLF-EM In Phase Slope.

Map 8: Kraken Pegmatite Field 2025 Rock and Till Samples
Map 9: Kraken Pegmatite Field Ground Geophysical Survey Grid


Map 10: Kraken Pegmatite Field Ground Total Field Magnetics

Map 11: Kraken Pegmatite Field Ground First Vertical Derivative Magnetics

Map 12: Kraken Pegmatite Field Ground VLF-EM In Phase Slope
Future Plans
Killick is planning a comprehensive exploration program for 2026 pending successful financing in Q2. The program will consist of:
- Field geochemical surveys including rock, till and soil sampling across several parts of the project
- Expansion of the ground geophysical survey grid from 2025 to the east and west, and south covering the Kraken South Li-bearing float train. Also, ground geophysics will be conducted at the Hydra Ce-Li-Ta prospect.
- Diamond drilling at the Kraken-Killick Prospect as well as the Hydra Prospect.
- Potential expansion of any of the above components based on success and additional financing.
Other Properties
Grand Bruit
During the period ended March 31, 2026, the Company acquired via staking a $100\%$ interest in the Grand Bruit property located 38 kms west-northwest of Burgeo Newfoundland. The property consists of 30 claim units in one mineral license. The licence contains a known Beryllium showing associated with pegmatite dykes of Devonian age. This is correlative to the known LCT pegmatites at Kraken and may represent a prospective area for further evaluation and discovery of Lithium-bearing pegmatite dykes. Field evaluation is planned for the 2026 exploration program.
23
SELECTED ANNUAL FINANCIAL INFORMATION
| Description | December 31, 2025 $ | December 31, 2024 $ | From incorporation (September 26, 2023) to December 31, 2023 $ |
|---|---|---|---|
| Operating expenses | 588,259 | 358,126 | 30,481 |
| Net loss being comprehensive loss | 546,987 | 271,092 | 60,837 |
| Income (loss) per share – basic (1) (2) | (0.05) | (0.03) | - |
| Cumulative mineral properties and deferred development expenditures | 8,195,146 | 8,050,250 | 8,080,339 |
| Total assets | 9,492,447 | 9,908,611 | 10,144,289 |
(1) Basic per share calculations are made using the weighted-average number of common shares outstanding during the years ended December 31, 2025 and 2024 and period from incorporation (September 26, 2023) to December 31, 2023.
(2) Earnings (loss) per share on a diluted basis is the same as the basic calculation per share as all factors are anti-dilutive.
SUMMARY OF QUARTERLY RESULTS
| Three Month Period Ending | Net Income/(Loss) $ | Net Income/(Loss) per Share Basic (1) $ |
|---|---|---|
| March 31, 2026 | (137,150) | (0.01) |
| December 31, 2025 | (152,351) | (0.011) |
| September 30, 2025 | (240,520) | (0.024) |
| June 30, 2025 | (220,762) | (0.022) |
| March 31, 2025 | 66,646 | 0.007 |
| December 31, 2024 | (108,329) | (0.01) |
| September 30, 2024 | 205,806 | 0.02 |
| June 30, 2024 | (118,369) | (0.01) |
(1) Basic loss per share calculations are made using the weighted-average number of common shares outstanding during the period.
During the three-month period ended March 31, 2026, the Company's cash and cash equivalents on hand was $1,203,206 (December 31, 2026 - $1,254,833), a decrease related to ongoing expenditures at Killick, lease payments on the Killick camp and general and administrative expenses. The HST and other receivables was $8,612 at March 31, 2026 (December 31, 2025 - $9,442) for HST input tax credits ("ITCs") incurred during the January to March 2026 period. Exploration and evaluation assets were $8,136,448 (December 31, 2025 - $8,195,146) decreasing slightly due to the $90,412 grant received during the current period that was recorded as a reduction of deferred exploration and evaluation assets. Share capital was $10,050,252 at March 31, 2025 and December 31, 2025 with no activity occurring in the current year.
SHARE DATA
As at May 11, 2026, the Company has 10,050,252 common shares issued and outstanding as well as stock options to purchase an aggregate of 800,000 common shares expiring from July 21, 2030 to September 1, 2030 exercisable at prices between $0.48 and $0.52 per share. There are no warrants outstanding. For additional details of share data, please refer to Note 8 of the March 31, 2026 condensed consolidated interim financial statements.
24
FINANCIAL INSTRUMENTS
The Company’s financial instruments consist of cash and cash equivalents, marketable securities, HST and other receivables, and accounts payable and accrued liabilities. It is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The Company’s marketable securities are exposed to fluctuations in the current market price of the underlying listed securities.
LIQUIDITY AND CAPITAL RESOURCES
The Company had net working capital of $1,157,689 as at March 31, 2026 (December 31, 2025 - $1,183,531), cash on hand of $1,203,206 at March 31, 2026 (December 31, 2025 - $1,254,833), and a deficit of $1,016,066 (December 31, 2025 - $878,916).
The Company completed no private placements during the period ended March 31, 2026 or year ended December 31, 2025.
The Company’s 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. The 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.
The recovery of amounts shown as exploration and evaluation assets is dependent upon the discovery of economically recoverable mineral resources, the ability of the Company to obtain adequate financing to complete development, and upon future profitable operations from the properties or proceeds from the dispositions thereof.
The Company currently has no operations that generate cash flow and its long-term financial success is contingent upon management’s ability to locate economically recoverable mineral resources. This process can take many years to complete, cannot be guaranteed of success, and is also subject to factors beyond the control of management. Factors such as commodity prices, the health of the equity markets and the track record and experience of management all impact the Company’s ability to raise funds to complete exploration and development programs.
The Company has taken numerous steps to ensure that it will continue to have adequate working capital to fund operations. The Company has set a conservative exploration budget for the upcoming periods that will focus on a few key project advancement initiatives. The Company continually reviews corporate overhead costs to allow for only essential expenditures and conserve capital.
CAPITAL MANAGEMENT
The Company’s objectives when managing capital are as follows:
i) To safeguard the Company’s ability to continue as a going concern;
ii) To raise sufficient capital to finance its exploration and development activities on its mineral exploration properties;
iii) 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 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 prepared by management and approved by the Board of Directors and updated for changes in the budgets’ underlying assumptions as necessary.
25
SIGNIFICANT ACCOUNTING JUDGEMENTS 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 as at the balance sheet 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:
i. the recoverability of amounts receivable which are included in the statements of financial position;
ii. 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.
The following accounting policies involve judgments or assessments made by management:
- The determination of categories of financial assets and financial liabilities;
- The determination of a cash-generating unit for assessing and testing impairment;
- The allocation of exploration costs to cash-generating units; and
- The determination of when an exploration and evaluation asset moves from the exploration stage to the development stage.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has not participated in any off-balance sheet or income statement arrangements.
26
RELATED PARTY TRANSACTIONS
a) The Company paid or accrued the following amounts to related parties during the three-month periods ended March 31, 2026 and 2025:
| Payee | Description of Relationship | Nature of Transaction | March 31, 2026 Amount ($) | March 31, 2025 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 | 17,815 | 12,270 |
| 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 | 4,500 | 4,500 |
| Michael Stares | Director of shareholder with significant influence | Fees included in consulting fees | 1,500 | - |
| Gordon Fretwell Law Corporation | Company Controlled by Gordon Fretwell, Corporate Secretary for the Company | Legal and general counsel fees included in professional fees and disbursements included in general and administrative expenses | 2,974 | 20,000 |
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 March 31, 2026 is:
- $7,166 in accounts payable to Benton Resources Inc. (inclusive of HST) (March 31, 2025 - $6,836)
- $3,450 in accounts payable to Pirate Gold Corp. (inclusive of HST) (March 31, 2025 - $1,725)
- $1,695 in accounts payable to Michael Stares (inclusive of HST) March 31, 2025 - Nil)
- Nil in accounts payable to Gordon Fretwell Law Corporation (inclusive of HST) (March 31, 2025 - $20,000)
See also note 5 as it relates to the asset transfer agreement with Benton and Pirate and note 7.
27
b) Key management personnel are those having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company. Remuneration of directors and key management personnel of the Company, except as noted in (a) above, for the three-month periods ended March 31, 2026 and 2025 were as follows:
| March 31, 2026 Amount ($) | March 31, 2025 Amount ($) | |
|---|---|---|
| Salaries and benefits | 34,018 | - |
| Consulting fees | - | 9,000 |
| Directors’ fees | 13,125 | - |
| Share-based payments | 38,121 | - |
| 85,264 | 9,000 |
COMMITMENTS AND CONTINGENCIES
Except as otherwise discussed, the Company is in compliance with commitments required by contractual obligations in the normal course of business.
During 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). Provided the Company has exercised each of the two extensions described above, the Company may purchase the Camp Gear for the sum of $1.
INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRS”)
Statement of Compliance
These financial statements, including comparatives, 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 May 11, 2026.
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.
28
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.
RISKS AND UNCERTAINTIES
Nature of Mineral Exploration and Mining
At the present time, the Company does not hold any interest in a mining property in production. The Company’s viability and potential success lie in its ability to discover, develop, exploit and generate revenue out of mineral deposits. The exploration and development of mineral deposits involves significant financial risks over a significant period of time, which even a combination of careful evaluation, experience and knowledge may not eliminate. While discovery of a mine may result in substantial rewards, few properties, which are explored, are ultimately developed into producing mines. Major expenses may be required to establish mineral resources and/or reserves by drilling and to construct mining and processing facilities at a site. It is impossible to ensure that the current or proposed exploration programs on exploration properties in which the Company has an interest will result in a profitable commercial mining operation.
The operations of the Company are subject to all of the hazards and risks normally coincident with exploration and development of mineral properties, any of which could result in damage to life or property, environmental damage and possible legal liability for any or all damage. The activities of the Company may be subject to prolonged disruptions due to weather conditions depending on the location of operations in which the Company has interests. Hazards, such as an unusual or unexpected rock formation, rock bursts, pressures, cave-ins, flooding or other conditions may be encountered in the drilling and removal of material. While the Company may obtain insurance against certain risks in such amounts as it considers adequate, the nature of these risks is such that liabilities could exceed policy limits or could be excluded from coverage. There are also risks against which the Company cannot insure or against which it may elect not to insure. The potential costs, which could be associated with any liabilities not covered by insurance or in excess of insurance coverage or compliance with applicable laws and regulations, may cause substantial delays and require significant capital outlays, adversely affecting the future earnings and competitive position of the Company and, potentially, its financial position.
Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are the particular attributes of the deposit, such as its size and grade, proximity to infrastructure, financing costs and governmental regulations, including regulations relating to prices, taxes, royalties, infrastructure, land use, importing and exporting and environmental protection. The effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.
Fluctuating Prices
Factors beyond the control of the Company may affect the marketability of any copper, nickel, gold, silver, platinum, palladium, lithium or any other minerals discovered. Metal prices often fluctuate widely and are affected by numerous factors beyond the Company’s control. The effect of these factors cannot accurately be predicted.
Geopolitical Risk – Middle East Conflict
Ongoing conflict and instability in the Middle East have contributed to increased volatility in global financial markets, commodity prices, and investor sentiment. Escalation or prolonged disruption in the region may lead to higher energy prices and broader inflationary pressures, which could increase the cost of exploration activities, including drilling, fuel, transportation, and contractor services. These conditions may also affect capital availability and market valuations, potentially impacting the Company’s ability to finance planned exploration programs on favourable terms.
Competition
The mineral exploration and mining business is competitive in all of its phases. The Company competes with numerous other companies and individuals, including competitors with greater financial, technical and other resources than the Company, in the search for and acquisition of attractive mineral properties. The ability of the Company to acquire properties in the future will depend not only on its ability to develop its present properties, but also on its ability to select and acquire suitable properties or prospects for mineral exploration. There is no assurance that the Company will continue to be able to compete successfully with its competitors in acquiring such properties or prospects.
29
Financing Risks
The Company has limited financial resources and no current revenues. There is no assurance that additional funding will be available to it for further exploration and development of its projects or to fulfill its obligations under applicable agreements. Although the Company has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the property interests of the Company with the possible dilution or loss of such interests.
Permits and Licenses
The operations of the Company may require licenses and permits from various governmental authorities. The Company believes that it presently holds all necessary licenses and permits required to carry on with activities, which it is currently conducting under applicable laws and regulations, and the Company believes it is presently complying in all material respects with the terms of such laws and regulations, however, such laws and regulations are subject to change. There can be no assurance that the Company will be able to obtain all necessary licenses and permits required to carry out exploration, development and mining operations at its projects.
No Assurance of Titles
The acquisition of title to mineral projects is a very detailed and time-consuming process. Although the Company has taken precautions to ensure that legal title to its property interests is properly recorded in the name of the Company where possible, there can be no assurance that such title will ultimately be secured. Furthermore, there is no assurance that the interest of the Company in any of its properties may not be challenged or impugned.
Environmental Regulations
The operations of the Company are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mineral exploration and mining operations, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner which means stricter standards, and enforcement, fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and their directors, officers and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations.
Conflicts of Interest
The directors and officers of the Company may serve as directors or officers of other public resource companies or have significant shareholdings in other public resource companies. Situations may arise in connection with potential acquisitions and investments where the other interests of these directors and officers may conflict with the interest of the Company. In the event that such a conflict of interest arises at a meeting of the directors of the Company, a director is required by the Business Corporations Act (Ontario) to disclose the conflict of interest and to abstain from voting on the matter.
From time to time several companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participation in larger programs, permitting involvement in a greater number of programs and reducing financial exposure in respect of any one program. It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment. In determining whether or not the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.
30
Dependence on Key Personnel
The Company is dependent on a relatively small number of key people, the loss of any of whom could have an adverse effect on its operations. Any key person insurance, which the Company may have on these individuals may not adequately compensate for the loss of the value of their services.
The MD&A was reviewed and approved by the Audit Committee and Board of Directors and is effective as of May 11, 2026.