Original News Release
SEDAR Interim Financial Statements
Unaudited Condensed Consolidated Interim Financial Statements For the three and six month periods ended February 28, 2026 and 2025 (expressed in Canadian dollars) The accompanying condensed consolidated interim financial statements of C3 Metals Inc. (the "Company") have been prepared by and are the responsibility of the Company's management. The Company's Audit Committee and Board of Directors has reviewed and approved these condensed consolidated interim financial statements. The Company's independent auditor has not performed a review of these condensed consolidated interim financial statements. NOTICE OF NO AUDITOR REVIEW OF THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS C3 Metals Inc. (An Exploration Stage Company) Condensed Consolidated Interim Statements of Financial Position (Unaudited) (expressed in Canadian dollars) February 28, August 31, 2026 2025 $ $ Assets Current assets: Cash and cash equivalents 30,839,008 11,851,439 Restricted deposits 50,723 52,069 Amounts receivable 73,873 17,409 Prepaid expenses 246,088 268,105 Marketable securities (note 4) 46,875 21,875 Earn-in funding receivable (note 6) 138,721 - Joint operation receivable (note 6) 120,883 - 31,516,171 12,210,897 Equipment 79,471 59,856 Exploration advances (note 5) 33,123 43,030 Exploration and evaluation assets (note 6) 70,881,643 63,213,503 70,994,237 63,316,389 Total assets 102,510,408 75,527,286 Liabilities Current liabilities: Accounts payable and accrued liabilities 1,452,589 534,033 Earn-in funding received in advance (note 6) - 654,858 Joint operation payable (note 6) - 35,778 Total liabilities 1,452,589 1,224,669 Shareholders' equity Capital stock (note 7) 116,427,742 90,226,478 Contributed surplus 7,722,361 7,123,774 Accumulated deficit (27,180,014) (25,580,396) Accumulated other comprehensive income 4,087,730 2,532,761 Total shareholders' equity 101,057,819 74,302,617 Total liabilities and shareholders' equity 102,510,408 75,527,286 Nature of operations and going concern (note 1) Approved by the Board of Directors: /s/ Antony Manini /s/ Kimberly Ann Arntson Director Director The accompanying notes are an integral part of these condensed consolidated interim financial statements. C3 Metals Inc. (An Exploration Stage Company) Condensed Consolidated Interim Statements of Operations and Comprehensive Loss (Unaudited) (expressed in Canadian dollars) Three months Three months Six months Six months ended ended ended ended February 28, February 28, February 28, February 28, 2026 2025 2026 2025 $ $ $ $ Expenses Promotion and investor relations 165,894 86,353 380,048 202,682 Regulatory authority and transfer agent fees 16,195 12,816 30,099 26,888 Legal, accounting, audit and financial advisory 48,390 492,742 85,647 527,183 Office, general and administrative 670,310 346,069 1,041,290 668,922 Share based compensation (note 7) 177,726 - 357,426 - Total expenses 1,078,515 937,980 1,894,510 1,425,675 Other expenses (income) Exclusivity fee - (41,835) - (41,835) Management fee (note 6) (133,763) - (264,686) - Interest income (60,752) (29,316) (124,437) (55,935) Loss (gain) on marketable securities (note 4) (28,125) (9,375) (25,000) 3,125 Foreign exchange loss 78,997 6,781 119,231 7,167 Total other expenses (income) (143,643) (73,745) (294,892) (87,478) Net loss for the period 934,872 864,235 1,599,618 1,338,197 Other comprehensive income Items that may be subsequently reclassified to net loss Foreign currency translation adjustment 416,771 (1,469,896) (1,554,
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969) (2,616,886) Total comprehensive loss (income) for the period 1,351,643 (605,661) 44,649 (1,278,689) Loss per common share: Basic and diluted 0.01 0.01 0.02 0.02 Weighted average number of common shares outstanding: Basic and diluted 104,975,801 76,884,801 102,416,237 71,166,569 The accompanying notes are an integral part of these condensed consolidated interim financial statements. C3 Metals Inc. (An Exploration Stage Company) Condensed Consolidated Interim Statements of Changes in Shareholders' Equity (Unaudited) (expressed in Canadian dollars) Accumulated other Total Contributed Accumulated comprehensive shareholders' surplus deficit income (loss) equity # $ $ $ $ $ Balance, September 1, 2025 99,884,801 90,226,478 7,123,774 (25,580,396) 2,532,761 74,302,617 Net loss for the period - - - (1,599,618) - (1,599,618) Foreign currency translation adjustment - - - - 1,554,969 1,554,969 Total comprehensive income (loss) for the period - - - (1,599,618) 1,554,969 (44,649) Bought deal private placement of shares (note 7) 25,455,000 28,000,500 - - - 28,000,500 Share issue costs (note 7) - (1,799,236) - - - (1,799,236) Stock option compensation charge (note 7) - - 598,587 - - 598,587 25,455,000 26,201,264 598,587 (1,599,618) 1,554,969 26,755,202 Balance, February 28, 2026 125,339,801 116,427,742 7,722,361 (27,180,014) 4,087,730 101,057,819 Balance, September 1, 2024 61,884,802 75,284,405 6,202,721 (22,678,266) 882,295 59,691,155 Net loss for the period - - - (1,338,197) - (1,338,197) Foreign currency translation adjustment - - - - 2,616,886 2,616,886 Total comprehensive income (loss) for the period - - - (1,338,197) 2,616,886 1,278,689 Non-brokered private placement of shares (note 7) 14,999,999 4,500,000 - - - 4,500,000 Share issue costs (note 7) - (193,796) - - - (193,796) 14,999,999 4,306,204 - (1,338,197) 2,616,886 5,584,893 Balance, February 28, 2025 76,884,801 79,590,609 6,202,721 (24,016,463) 3,499,181 65,276,048 Capital stock The accompanying notes are an integral part of these condensed consolidated interim financial statements. C3 Metals Inc. (An Exploration Stage Company) Condensed Consolidated Interim Statements of Cash Flows (Unaudited) (expressed in Canadian dollars) Six months Six months ended ended February 28, February 28, 2026 2025 $ $ Cash provided by (used in) Operating activities Net loss for the period (1,599,618) (1,338,197) Items not affecting cash: Loss (gain) on marketable securities (25,000) 3,125 Depreciation of equipment 7,954 5,163 Accrued Interest on restricted deposits (805) - Share based compensation (note 7) 357,426 - Interest income received on restricted deposits 2,151 (183) Change in working capital items: Amounts receivable (56,464) (73,020) Prepaid expenses 22,017 (96,488) Accounts payable and accrued liabilities (225,911) 266,898 (1,518,250) (1,232,702) Investing activities Purchase of equipment (29,048) (2,041) Additions to exploration and evaluation assets, net of recoveries (note 6) (5,842,935) (1,357,741) (5,871,983) (1,359,782) Financing activities Proceeds received upon financing (note 7) 26,267,497 4,500,000 Share issue costs (66,233) (193,796) 26,201,264 4,306,204 Effect of exchange rate changes on cash 176,538 172,608 Net change in cash and cash equivalents 18,987,569 1,886,328 Cash and cash equivalents - Beginning of period 11,851,439 1,521,374 Cash and cash equivalents - End of period 30,839,008 3,407,702 Supplemental cash flow information (note 12) The accompanying notes are an integral par
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t of these condensed consolidated interim financial statements. C3 Metals Inc. (An Exploration Stage Company) Notes to Condensed Consolidated Interim Financial Statements For the three and six month periods ended February 28, 2026 and 2025 (Unaudited) (expressed in Canadian dollars) 1. Nature of operations and going concern Nature of operations Going concern 2. Material accounting policies Basis of presentation and statement of compliance Changes in IFRS Accounting Standards and future accounting pronouncements Amendments to IFRS 9 Financial Instruments and IFRS 7, Financial Instruments: Disclosures IFRS 18, Presentation and Disclosure in Financial Statements The condensed consolidated interim financial statements of the Company and all its subsidiaries have been prepared in accordance with generally accepted accounting principles in Canada (“GAAP”) as set out in the CPA Canada Handbook – Accounting (“CPA Handbook”) which incorporates International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”). These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”), as issued by the IASB. Accordingly, certain information normally included in annual financial statements prepared in accordance with IFRS Accounting Standards, has been omitted or condensed. The condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended August 31, 2025. These condensed consolidated interim financial statements were approved for issue by the Company's Board of Directors on April 23, 2026. These condensed consolidated interim financial statements have been prepared on a going concern basis which assumes that the Company will be able to continue its operations and will be able to realize its assets and discharge its liabilities as the come due. From inception to date, the Company has incurred losses from operations and has had negative cash flows from operating activities. At February 28, 2026, the Company had a working capital surplus of $30,063,582 (August 31, 2025 - $10,986,228). Funds on hand currently are sufficient to support the Company’s budget for planned exploration costs, costs of acquiring new exploration properties and corporate costs over the coming year. However, the Company’s exploration programs remain subject to revision upward or downward depending on the results from ongoing and future exploration programs. These conditions raise material uncertainties that may cast significant doubt about the Company's ability to continue as a going concern, and accordingly, the appropriateness of the use of the accounting principles applicable to a going concern. The Company will require additional future funding to advance and retain mineral exploration property interests and to meet ongoing requirements for general operations. The ability of the Company to continue as a going concern is dependent on its ability to raise required financing in the future whether through equity or debt financing; through joint ventures; or, the sale of property assets in the future. There is no assurance that additional future funding will be available to the Company, or that it will be available on terms which are acceptable to management. These condensed consolidated interim financial statements
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do not reflect any adjustments to the carrying values of assets and liabilities and the reported amounts of expenses and statement of financial position classifications that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material. In May 2024, amendments to IFRS 9 Financial Instruments and IFRS 7, Financial Instruments: Disclosures were issued to respond to recent questions arising in practice, and to include new requirements not only for financial institutions but also for corporate entities. These amendments clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion; add new disclosures for certain instruments with contractual terms that can change cash flows (such as some financial instruments with features linked to the achievement of environment, social and governance targets), and; update the disclosures for equity instruments designated at fair value through other comprehensive income. The Company does not expect these amendments to have a material impact on its operations or the condensed consolidated interim financial statements. C3 Metals Inc. was incorporated under the Business Corporations Act (Ontario) on March 29, 2010. C3 Metals Inc. is an exploration stage junior mining company trading on the TSX Venture Exchange ("TSX-V") under the symbol CCCM and on the OTCQB Venture Markets under the symbol CUAUF. These condensed consolidated interim financial statements include the results of C3 Metals Inc. and its subsidiaries, as detailed in note 2, which are collectively referred to as the "Company". Since November of 2009, the Company has been engaged in the identification, acquisition, evaluation and exploration of mineral properties. The Company has not determined whether any of its properties contain mineral resources that are economically recoverable. The recoverability of any amounts recorded for exploration and evaluation assets is dependent upon the discovery of economically recoverable resources, the ability of the Company to obtain the necessary financing to complete the development of these resources and upon attaining future profitable production from the properties or sufficient proceeds from disposition of the properties. The Company's registered office is located at 69 Yonge Street, Suite 200, Toronto, Ontario, Canada where it is domiciled. In April 2024, IFRS 18, Presentation and Disclosure in Financial Statements, was issued to achieve comparability of the financial performance of similar entities. The standard, which replaces IAS 1, Presentation of Financial Statements, impacts the presentation of primary financial statements and notes, including the statement of losses where companies will be required to present separate categories of income and expense for operating, investing, and financing activities with prescribed subtotals for each new category. The standard will also require management-defined performance measures to be explained and included in a separate note within the consolidated financial statements. The standard is effective for annual reporting periods beginning on or after January 1, 2027, includ
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ing interim financial statements, and requires retrospective application. The new standard will not impact the recognition or measurement of items in the consolidated financial statements but its impacts on presentation and disclosure are expected to be pervasive. The Company is currently assessing the impact of the new standard. Certain pronouncements were issued by the International Accounting Standards Board (IASB) or the IFRS Interpretations Committee (Committee) that are mandatory for accounting years beginning on or after January 1, 2025. They are not applicable or do not have a material impact on the condensed consolidated interim financial statements of the Company and have been excluded from the summary below. C3 Metals Inc. (An Exploration Stage Company) Notes to Condensed Consolidated Interim Financial Statements For the three and six month periods ended February 28, 2026 and 2025 (Unaudited) (expressed in Canadian dollars) Basis of measurement Principles of consolidation Subsidiary Ownership Principal activity Country of incorporation Carube Resources Inc. ("CRI") 100% Holding company Canada Carube Resources Jamaica Limited ("CRJL") 100% Exploration Jamaica Rodinia Jamaica Limited ("RJL") 100% Exploration Jamaica Latin America Resource Group Limited ("LARG") 100% Holding company Canada C3 Metals Peru S.A.C. ("C3 Peru") 100% Exploration Peru Molino Azul S.A.C. ("Molino") 100% Exploration Peru GP C3 JV Limited 50% Exploration Jamaica Critical accounting estimates and judgments 3. Summary of material accounting policies 4. Marketable securities 5. Exploration advances Exploration advances of $33,123 (August 31, 2025 - $43,030) is comprised of miscellaneous prepaid exploration costs that will be capitalised to exploration and evaluation assets as they are incurred. The preparation of interim financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing these condensed consolidated interim financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the years ended August 31, 2025 and 2024. These condensed consolidated interim financial statements are expressed in Canadian dollars and are prepared using the historical cost convention except for certain financial instruments, which are measured at fair value. These condensed consolidated interim financial statements include the financial results of C3 Metals Inc., each of its 100% wholly-owned subsidiaries and its 50% interest in GP C3 JV Limited which was incorporated to hold the Company's 50% interest in the Super Block joint operation (see note 6). All inter-company balances and transactions are eliminated upon consolidation. During September 2022, the Company received 625,000 Cascade Copper Corp. ("Cascade Copper") common shares in connection with its sale of the Rogers Creek project to Tocvan Ventures Corp. ("Tocvan") (see note 6). These shares are classified as level 1 in the fair value hierarchy. These condensed consolidated interim financial statements have been prepared using accounting policies that are consistent with those used in the preparation of the Company’s audited annual consolidate
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d financial statements for the years ended August 31, 2025 and 2024 except as described in the notes to these condensed consolidated interim financial statements. C3 Metals Inc. (An Exploration Stage Company) Notes to Condensed Consolidated Interim Financial Statements For the three and six month periods ended February 28, 2026 and 2025 (Unaudited) (expressed in Canadian dollars) 6. Exploration and evaluation assets Jasperoide Khaleesi Bellas Gate Super Block Hungry Gully (Peru) (Peru) (Jamaica) (Jamaica) (Jamaica) Total $ $ $ $ $ $ Balance, September 1, 2024 34,466,093 841,946 17,497,921 1,686,153 3,736,583 58,228,696 Contribution to Bellas Gate - - 3,276,930 - (3,276,930) - Licence acquisition and renewal fees 417,571 130,844 485 245 125 549,270 Net smelter return royalty buydown payment - - 135,908 - - 135,908 Cash paid for La Bruja option agreement 419,125 - - - - 419,125 Geology and general field costs 41,730 718,969 959,455 128,833 14,353 1,863,340 Geochemical - 35,217 11,564 5,485 - 52,266 Geophysical - 2,443 533,246 - - 535,689 Drilling and related 2,536 165,897 551,986 261,995 4,214 986,628 Environmental 31,064 36,355 48,550 13,485 9,052 138,506 Community and social development 29,766 350,350 161,819 10,307 4,008 556,250 Health and safety - 4,984 31,651 5,582 5,217 47,434 IVA tax on exploration expenditures 28,952 88,148 - - - 117,100 Freeport earn-in funding - - (2,030,070) - - (2,030,070) Translation to presentation currency 1,580,440 66,779 (91,607) (3,071) 60,820 1,613,361 Balance, August 31, 2025 37,017,277 2,441,932 21,087,838 2,109,014 557,442 63,213,503 Licence acquisition and renewal fees - 276,565 296 53 147 277,061 Net smelter return royalty buydown payment - - 104,114 - - 104,114 Geology and general field costs 20,484 1,875,953 501,631 58,716 1,501 2,458,285 Geochemical - 167,161 - - - 167,161 Geophysical - - 1,295,167 97 - 1,295,264 Drilling and related - 2,275,570 1,143,818 233,765 - 3,653,153 Environmental 9,521 58,291 67,186 14,984 - 149,982 Community and social development 11,892 242,867 183,098 14,113 - 451,970 Health and safety - 38,553 42,391 1,545 - 82,489 IVA tax on exploration expenditures 13,950 619,883 - - - 633,833 Freeport earn-in funding - - (3,099,339) - - (3,099,339) Translation to presentation currency 1,240,293 79,443 160,413 16,663 (2,645) 1,494,167 Balance, February 28, 2026 38,313,417 8,076,218 21,486,613 2,448,950 556,445 70,881,643 Jasperoide project, Peru The Company holds a 100% beneficial interest in 54 (2025 - 50) exploration concessions and has an option agreement to earn a 100% interest in two additional concessions. These 56 concessions are located in the Andahuaylas-Yauri belt of Peru and comprise the Jasperoide copper-gold project. The Jasperoide project concessions cover a total area of 29,631 hectares. Jasperoide project royalty agreements Three concessions were subject to an option agreement with Compania Minera Ares S.A.C. (“Ares”), a subsidiary of Hochschild Mining PLC ("Hochschild"), where the Company had the right to earn an initial 51% interest in these concessions. During Fiscal 2022, the Company concluded a binding Heads of Agreement and acquired 100% of Hochschild's interest in these three concessions. In connection with the acquisition, the Company granted a 2% net smelter return ("NSR") royalty in favour of Ares in respect of the Ares mineral concessions subject to the right of the Company to purchase 1% of the NSR (thereby reducing the NSR to 1%) for a price of US$1,00
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0,000 at any time. In addition, the 2% NSR royalty applies to a five kilometre area of interest from the borders of the three concessions. La Bruja option agreement Two concessions are subject to an option agreement with Inversiones La Bruja S.A.C. (“La Bruja”), where the Company can earn a 100% interest in the equity shares of La Bruja subject to minimum exploration expenditures of US$2,000,000 and total cash option payments of US$2,050,000. Between June 2020 and February 2024, amending agreements to adjust the timing of cash option payments and exploration expenditure requirements were concluded. Cash option payments totalling US$1,280,000 have been provided up to the date of these condensed consolidated interim financial statements, including US$50,000 paid during December 2024 and US$250,000 paid during August 2025. A total balance of US$770,000 in future cash payments are required on or before the following dates: US$350,000 by August 31, 2026; and, US$420,000 by August 31, 2027. At February 28, 2026, cumulative exploration expenditures incurred exceeded the total minimum requirement of US$2,000,000. Following the earn-in of a 100% interest in the concessions a NSR royalty of 1.5% would be payable to the former shareholders of La Bruja. Khaleesi project, Peru The Company holds a 100% beneficial interest in nine (2025 - eight) exploration concessions located eight kilometres west of the Company’s Montana de Cobre mineral resource and immediately adjacent to the larger Jasperoide project. The Khaleesi project concessions cover a total area of 1,458 hectares. C3 Metals Inc. (An Exploration Stage Company) Notes to Condensed Consolidated Interim Financial Statements For the three and six month periods ended February 28, 2026 and 2025 (Unaudited) (expressed in Canadian dollars) Super Block project, Jamaica Bellas Gate project, Jamaica The Bellas Gate project was comprised of the Bellas Gate and Browns Hall Special Exclusive Prospecting Licences (SEPLs) in Jamaica. During February 2025, the Company concluded an Earn-In Agreement with Freeport-McMoRan Exploration Corporation (see below) relating to the Bellas Gate project and the Arthurs Seat SEPL. From this date forward, the Arthurs Seat SEPL forms part of the Bellas Gate project. Freeport-McMoRan Exploration Corporation Earn-In Agreement During February 2025, the Company and Freeport-McMoRan Exploration Corporation (“Freeport”), a wholly-owned subsidiary of Freeport-McMoRan Inc. (NYSE: FCX), entered into a Mineral Property Earn-In Agreement (“EIA”) relating to the Company’s Bellas Gate project. Under the terms of the EIA, Freeport has been granted a two-stage option to acquire up to a 75% ownership interest in the Bellas Gate project by funding cumulative exploration and evaluation expenditures of US$75 million. Under the first stage of the EIA, Freeport is required to fund US$25 million of exploration and evaluation expenditures over five years to earn a 51% interest in the Bellas Gate project. The Company will remain the operator during the first stage earn-in period. Once Freeport has earned its initial 51% interest, Freeport will have the option to become the operator and to fund an additional US$50 million of exploration and evaluation expenditures over an additional four year period to earn an additional 24% interest in the Bellas Gate project. As the operator, the Company will receive an operator fee of 10% on all amounts payable to third parties where the contracted amounts are e
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qual to or less than US$200,000, and 5% on all amounts payable to third parties where the contracted amounts exceed US$200,000. The operator fee receivable from Freeport is disclosed as other income in the statements of operations and comprehensive loss. At February 28, 2026, the Company had a receivable balance of $138,721 (August 31, 2025 - funds received in advance of $654,858) from Freeport for exploration expenditures incurred on the Bellas Gate project. At February 28, 2026, Freeport has maintained their exploration commitments under the EIA. Bellas Gate and Browns Hall royalty agreements During September 2016, the Company finalized a Heads of Agreement (“HoA”) with OZ Minerals Limited (“OZ Minerals”), now a wholly-owned subsidiary of BHP Group Limited, to acquire the remaining 70% interest in the Bellas Gate and Browns Hall SEPLs. Under the terms of the HoA for the acquisition of the 70% interest in the Bellas Gate and Browns Hall SEPLs, the Company is obligated to: (i) pay OZ Minerals $8.5 million within one year of commencement of commercial production at Bellas Gate and Browns Hall; (ii) pay OZ Minerals an additional $4 million within two years of commencement of commercial production; and, (iii) grant OZ Minerals a 2% NSR with a buyback right of two-thirds of the NSR for $1.3 million with any NSR payments capped at a maximum amount of $20 million. The Bellas Gate and Browns Hall SEPLs are further subject to a 2% NSR in favour of Clarendon Consolidated Minerals Ltd. ("CCM"). During February 2025, CCM and the Company entered into a Royalty Amendment Agreement ("NSR Agreement") whereby the 2% NSR royalty would be reduced to 1% by making payments to CCM as follows: US$95,000 within 10 days of the effective date of the NSR Agreement (paid February 2025); US$75,000 prior to the first anniversary (paid February 2026); US$82,500 prior to the second anniversary; US$90,750 prior to the third anniversary; US$99,825 prior to the fourth anniversary; and, US$500,000 prior to the fifth anniversary of the NSR Agreement. The Company retains a right of first refusal on the remaining 1% NSR after all payments have been made. Arthurs Seat royalty agreement The Company acquired a 100% interest in the Arthurs Seats SEPLs from OZ Minerals. Under the terms of the original purchase agreement, the Company was obligated to provide OZ Minerals a single payment of $1.5 million within one year of commencement of commercial production on the Arthurs Seat SEPL and a 2% NSR with a buyback of one-half of the NSR for $500,000. During May 2019, the Company completed amendments to the agreement with OZ Minerals to: (i) waive the $1.5 million payment within one year of commencement of commercial production if the mineral product is less than 10,000 tonnes per annum; and, (ii) reduce the 2% NSR to a 1% NSR with a buyback of one-half for $250,000. On February 24, 2024, the Company entered into a joint arrangement with Geophysx Jamaica Ltd. ("Geophysx") for the exploration and development of the Super Block project. The Super Block project will combine Geophysx’s SEPLs covering the past producing Pennants Mine and surrounding areas with the Company’s Main Ridge SEPL and a portion of its Arthurs Seat SEPL. This joint arrangement is structured as a joint operation, whereby the Company and Geophysx (the "Participants") share control and have rights to the assets and obligations for the liabilities of the arrangement. The Company and Geophysx have agreed to share the co
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sts and any future revenues associated with the exploration and development activities relative to each Participant's participating interest, which is initially a 50% participating interest for each of the Participants. If a Participant fails to contribute their share of funding, their participating interest will be diluted on a proportionate basis. In the case that either Participant is diluted to a 5% interest, such interest will be converted to a 3% NSR royalty on the Super Block project of which 2% can be repurchased for US$2,000,000. Khaleesi project, Peru (continued) During December 2025, the Company acquired a concession through a purchase agreement with an individual for US$200,000 covering a total area of 158 hectares. During October 2024, the Company acquired a concession through a purchase agreement with an individual covering a total area of 200 hectares. Khaleesi project royalty agreements During fiscal 2022, the Company acquired three concessions that are subject to a 0.5% NSR royalty up to a maximum amount of US$300,000. The Company has a right to repurchase the NSR royalty at any time for US$300,000. C3 Metals Inc. (An Exploration Stage Company) Notes to Condensed Consolidated Interim Financial Statements For the three and six month periods ended February 28, 2026 and 2025 (Unaudited) (expressed in Canadian dollars) Hungry Gully project, Jamaica Rogers Creek property, BC, Canada 7. Capital stock a) Common shares The Hungry Gully project was previously part of the Rodinia and Other property licenses, which consisted of the 100% owned SEPLs in Jamaica known as Arthurs Seat, Main Ridge and Hungry Gully. During February 2024, the Company contributed its Main Ridge SEPL and a portion of its Arthurs Seat SEPL to the Super Block project (see above). During February 2025, the Company contributed the remaining portion of its Arthur Seat SEPL to the Bellas Gate project subject to the Freeport EIA. At February 28, 2026, the project consisted of only the Hungry Gully SEPL. There are no royalties payable on the Hungry Gully project. On September 29, 2021, the Company and Tocvan entered into a purchase and sale agreement for the Rogers Creek project whereby Tocvan acquired a 100% interest in the project and the prior option earn-in agreement was terminated. Consideration received for the sale was comprised of 500,000 common shares of Tocvan and 625,000 common shares in a newly formed company called Cascade Copper (see note 4) for a combined value of $525,000. Tocvan spun out its 100% interest in the Rogers Creek project into Cascade Copper, which will focus on copper porphyry exploration assets in southern British Columbia. The Company retains a 2% NSR on the Rogers Creek project where 1% can be repurchased for $1 million. Super Block project (continued) A Management Committee has been established and is responsible for determining the overall policies, objectives, procedures, methods, and actions under the Agreement. Each Participant has elected two members to the Management Committee, and the voting power of the members is proportionate to their respective participating interests. For a decision to be made, a majority vote is required. The Company is the operator of the Super Block project and will conduct all exploration and evaluation activities, as well as be responsible for proposing annual work plans and budgets to be approved by the Management Committee. The Company will receive a 5% operator administrative fee up until such t
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ime that a production decision is made on the Super Block project, which is offset against office, general, and administrative expense. On close of the Agreement, the Company transferred the carrying value of the Main Ridge SEPL and the relevant portion of the Arthurs Seat SEPL, with a combined carrying value of $1,446,725, to the Super Block project within exploration and evaluation assets. Subsequent to the initial contribution of the SEPLs to the joint arrangement, the Company’s share of the assets, liabilities, revenues, and expenses related to the joint arrangement will be included in the consolidated financial statements on a proportionate basis. At February 28, 2026, the Company had incurred cumulative exploration and evaluation costs amounting to $990,018 related to the Super Block project, which represents the Company’s 50% share of expenditures incurred under the exploration budgets approved by the Management Committee. At February 28, 2026, the Company had a receivable balance of $120,883 (August 31, 2025 - cash balance of $35,778) related to past exploration and evaluation costs on the Super Block project yet to be funded by Geophysx. As part of the conditions subsequent to closing, both Participants received approval for the subdivision of their existing SEPLs by the Jamaican Ministry of Agriculture, Fisheries and Mining and formed the new Super Block SEPLs. On August 29, 2024, GP C3 JV Limited was incorporated to hold the Super Block SEPLs in trust with each Participant holding 50% of its common shares. All conditions subsequent under the Agreement have been satisfied. Authorized share capital of the Company consists of an unlimited number of common shares, having no par value. Share issuances during fiscal 2026 On February 11, 2026, the Company closed a bought deal private placement of 25,455,000 common shares at a price of $1.10 per common share for gross proceeds of $28,000,500. In connection with the private placement, the Company paid the underwriters a fee of $1,680,030. Share issuances during fiscal 2025 On March 19, 2025, the Company closed a bought deal private placement of 23,000,000 common shares at a price of $0.50 per common share for gross proceeds of $11,500,000. On October 9, 2024, the Company closed a non-brokered private placement of 14,999,999 common shares at a price of $0.30 per common share for gross proceeds of $4,500,000. In connection with the private placement, the Company paid an advisory fee of $148,808. C3 Metals Inc. (An Exploration Stage Company) Notes to Condensed Consolidated Interim Financial Statements For the three and six month periods ended February 28, 2026 and 2025 (Unaudited) (expressed in Canadian dollars) b) Stock option plan Weighted- average exercise price Number $ Balance, September 1, 2025 3,510,748 0.95 Granted 3,480,000 0.70 Expired (629,998) 0.65 Balance, August 31, 2025 6,360,750 0.84 Expired (123,076) 1.43 Balance, February 28, 2026 6,237,674 0.83 The following table summarizes information relating to outstanding and exercisable stock options as at February 28, 2026: Weighted- average Exercise Number of remaining Number of price options contractual options $ outstanding life (years) exercisable Expiry date 0.65 1,226,914 2.4 1,226,914 August 8, 2028 0.70 3,380,000 4.1 925,000 April 4, 2030 0.70 100,000 4.4 - July 31, 2030 1.04 1,138,456 1.5 1,138,456 August 15, 2027 1.95 353,843 0.1 353,843 March 26, 2026 2.21 38,461 0.1 38,461 April 15, 2026 6,237,674 3.0 3,682,674 Year
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ended August 31, 2025 Expected volatility 81.8% - 89.8% Expected option life (in years) 5.0 Risk-free interest rate 2.80% - 2.94% Expected dividend yield Nil Weighted-average exercise price 0.70 Weighted-average share price at grant date 0.68 Weighted-average fair value 0.47 On July 31, 2025, the Company granted a total of 100,000 stock options to an employee of the Company. These stock options are exercisable at $0.70 per share, expire on July 31, 2030 and will vest on July 31, 2026. On April 4, 2025, the Company granted a total of 3,380,000 stock options to directors, officers, employees and consultants of the Company. These stock options are exercisable at $0.70 per share and expire on April 4, 2030. Of these stock options, 925,000 vested immediately. The remaining 2,455,000 stock options will vest on April 3, 2026. No stock options were granted during the six month period ended February 28, 2026. During the six month period ended February 28, 2026, the Company recorded a total value of $598,587 (six month period ended February 28, 2025 - $nil) with respect to stock options. Of this total, $357,426 was recorded in share based compensation expense related to stock options and $241,161 was capitalised to exploration and evaluation assets. Share based compensation amounts are included in shareholders' equity as contributed surplus. The values determined using the Black-Scholes option pricing model, with respect to stock options granted during fiscal 2025 utilized the following assumptions and values: On January 5, 2026, a total of 123,076 stock options with an exercise price of $1.43 expired. Subsequent to period end, on March 26, 2026, a total of 353,843 stock options with an exercise price of $1.95 expired. Additionally, on April 15, 2026, a total of 38,461 stock options with an exercise price of $2.21 expired. The Company has adopted a stock option plan available to its employees, officers, directors and service providers. The number of options available under the plan is a maximum of 10% of the total number of issued and outstanding common shares. The Compensation Committee recommends to the Board the vesting period and exercise rights for each stock option granted. Activity with respect to stock options is as follows: C3 Metals Inc. (An Exploration Stage Company) Notes to Condensed Consolidated Interim Financial Statements For the three and six month periods ended February 28, 2026 and 2025 (Unaudited) (expressed in Canadian dollars) c) Restricted share unit / Deferred share unit plan ("RSU / DSU Plan") 8. Related party transactions and compensation of key management Three months Three months Six months Six months ended ended ended ended February 28, February 28, February 28, February 28, 2026 2025 2026 2025 $ $ Salaries and accrued compensation 494,710 185,500 677,722 358,400 Stock-based compensation 184,658 - 371,367 - 679,368 185,500 1,049,089 358,400 9. Fair value financial instruments and risk management Key management of the Company includes the Chief Executive Officer and President; Chief Financial Officer; Vice President, Exploration; and, the directors of the Company. Compensation awarded to key management, which is the portion included in the results of the condensed consolidated interim financial statements, is summarized as follows: At February 28, 2026, a total of $54,340 (August 31, 2025 - $24,528) is included in accounts payable and accrued liabilities with respect to amounts due to key executive management for servi
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ce contract obligations and expenses. The Company has management service agreements with each of its Chief Executive Officer, Vice President, Exploration and Chief Financial Officer which provide for a payment upon termination without cause. The Chief Executive Officer would be entitled to twelve months' compensation upon termination without cause. The Vice President Exploration would be entitled to six months' compensation upon termination without cause. With respect to the Chief Financial Officer, a payment equivalent to three months' compensation is payable upon termination without cause. The service agreements for the Chief Executive Officer, Vice President Exploration and Chief Financial Officer also provide that under certain conditions, including a change in control of the Company, that each of these individuals would be entitled to a lump sum payment. These payments are equivalent to 24 months' compensation with respect to the Chief Executive Officer; twelve months' compensation with the respect to the Vice President Exploration; and, six months' compensation with respect to the Chief Financial Officer. As at February 28, 2026, the Company's financial instruments include cash and cash equivalents, restricted deposits, amounts receivable, marketable securities, accounts payable and accrued liabilities. Due to the short-term nature of these financial instruments the carrying values approximate their fair values. The Company’s activities expose it to a variety of financial risks: credit risk, liquidity risk, price risk, currency risk and interest rate risk. These condensed consolidated interim financial statements do not include all financial risk management information and disclosures required in the annual consolidated financial statements; they should be read in conjunction with the Company’s annual consolidated financial statements for the years ended August 31, 2025 and 2024. There have been no changes in the Company’s risk management policies or procedures since year end. On June 13, 2013, Company shareholders adopted an RSU/DSU Plan. The Plan provides for granting of RSUs and DSUs for the purpose of advancing the interests of the Company through motivation, attraction and retention of employees, consultants and non-employee directors by granting equity-based compensation incentives, in addition to the Company’s stock option plan. The number of shares reserved for issuance for the RSU/DSU Plan and the stock option plan combined shall not exceed 20% of the issued and outstanding common shares on the date of adoption. Under the RSU/DSU Plan, no cash settlements are made as settlement is in common shares only. On June 16, 2017, shareholders of the Company approved an increase in the number of common shares reserved for the RSU/DSU Plan to 702,034. Under the terms of the RSU/DSU Plan, the number of common shares issued and issuable to insiders within a one-year period shall not exceed 10% of the issued and outstanding common shares; and, to any one insider within one year shall not exceed 5% of the issued and outstanding common shares. The maximum grant within a one-year period to any one participant shall not exceed 5% of the total issued and outstanding common shares. Restricted share units RSUs have been utilized to compensate participants for their individual performance based achievements and corporate performance, and they are intended to supplement stock option awards. The Company’s Compensation Committee may determine the
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vesting schedule of RSUs at the time of grant. The settlement date shall be no later than the third anniversary of the date of grant and all payments in respect of the vested units shall be paid in full before the end of the same calendar year. Non-vested RSUs are forfeited if the participant voluntarily leaves employment with the Company. On exercise of RSUs, the shares are issued from treasury. At August 31, 2025, a total of 156,643 RSUs were outstanding having been previously granted to an officer of the Company. These RSUs expired on December 31, 2025. At February 28, 2026, there were no RSUs outstanding and no additional RSUs were granted during the six month period ended February 28, 2026 or during fiscal 2025. Deferred share units DSUs have been utilized as a means of reducing the cash payable by the Company for amounts owing to non-executive directors. A DSU is a notional share that has the same value as one share of the Company as at the grant date. DSUs are settled with the issuance of common shares to directors when they retire from the board. As DSUs are equity settled, they are fair valued based on the market value of the shares at the grant date and recorded as share based compensation expense in contributed surplus over the vesting period. At February 28, 2026, a total of 15,117 DSUs were outstanding (August 31, 2025 - 15,117) having been previously granted to directors of the Company. No additional DSUs were granted during the six month period ended February 28, 2026 or during fiscal 2025. C3 Metals Inc. (An Exploration Stage Company) Notes to Condensed Consolidated Interim Financial Statements For the three and six month periods ended February 28, 2026 and 2025 (Unaudited) (expressed in Canadian dollars) 10. Segmented information Exploration Exploration and evaluation and evaluation Equipment assets assets $ $ $ Peru 40,642 46,389,635 39,459,209 Jamaica 35,543 24,492,008 23,754,294 Canada 3,286 - - 79,471 70,881,643 63,213,503 11. Capital management 12. Supplemental cash flow information Non-cash transactions not reflected in the consolidated statements of cash flows are as follows: Six months Six months ended ended February 28, February 28, 2026 2025 $ $ Exploration and evaluation costs included in accounts payable and accrued liabilities 865,351 338,498 Exploration and evaluation costs included in amounts receivable - (222,749) Depreciation of field vehicles and equipment charged to exploration expenditures 2,446 9,020 Exploration advances capitalised to exploration and evaluation assets 10,460 - Stock based compensation charge capitalised to exploration and evaluation assets 241,161 - Effect of changes in foreign exchange rates on: Working capital (117,258) (127,570) Equipment 967 4,680 Exploration advances 553 1,575 Exploration and evaluation assets 1,494,169 2,565,593 February 28, 2026 Equipment $ 59,856 August 31, 2025 15,197 40,818 3,841 The Company presents and discloses segmented information based on information that is regularly reviewed by the Company's President and CEO who is the chief operating decision-maker. The President and CEO has primary responsibility for allocating resources to the Company's operating segments and assessing their performance. The Company's operations comprise one reportable segment being the exploration and development of mineral resource properties. The Company's corporate and administrative offices are in Ontario, Canada. The Company's exploration property assets are in Peru and
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Jamaica. Long-term assets by geographic area are as follows: The Company's capital structure is comprised of shareholders' equity. The Company is not subject to externally imposed capital requirements. The Company's objectives when managing its capital structure are to preserve the Company's access to capital markets and its ability to meet its financial obligations and to finance its exploration activities and general corporate costs (see note 1, going concern). The Company monitors its capital structure using future forecasts of cash flows, particularly those related to its exploration programs. The Company manages its capital structure and makes adjustments to it to maintain flexibility while achieving the objectives stated above. To manage the capital structure, the Company may adjust its exploration programs, operating expenditure plans, or issue new common shares and warrants. The Company's capital management objectives have remained unchanged over the periods presented in these condensed consolidated interim financial statements.
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