Original News Release
SEDAR Interim Financial Statements
Newfoundland Discovery Corp. (An exploration stage company) Condensed Interim Consolidated Financial Statements (Expressed in Canadian Dollars) (Unaudited) October 31, 2025 Notice of No Auditor Review The accompanying unaudited condensed interim consolidated financial statements were prepared by management and approved by the Board of Directors. The Company’s independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor. Newfoundland Discovery Corp. (An exploration stage company) Condensed Interim Consolidated Statements of Financial Position (Expressed in Canadian Dollars) (Unaudited) October 31, 2025 April 30, 2025 ASSETS Current assets Cash $ 27,512 $ 25,815 Accounts receivable 7,434 3,654 Prepaid expenses and deposits 2,685 5,258 37,631 34,727 Non-current assets Reclamation bonds (note 5) 13,000 13,000 Exploration and evaluation assets (note 7) 2 2 $ 50,633 $ 47,729 LIABILITIES Current liabilities Accounts payable and accrued liabilities (note 9) $ 618,157 $ 463,745 Site restoration obligation (note 5) 18,967 18,967 637,124 482,712 SHAREHOLDERS’ DEFICIT Share capital (note 8) 30,441,797 30,441,797 Share-based payment reserve (note 8) 1,333,083 1,333,083 Deficit (32,361,371) (32,209,863) (586,491) (434,983) $ 50,633 $ 47,729 Nature of Operations and Going Concern (note 1) Commitments (notes 7 and 12) Approved on behalf of the Board of Directors December 30, 2025 /s/ Kelly Abbott Director /s/ Jeremy Prinsen Director The accompanying notes are an integral part of these condensed interim consolidated financial statements. Newfoundland Discovery Corp. (An exploration stage company) Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Expressed in Canadian Dollars) (Unaudited) Three Months Ended October 31, Six Months Ended October 31, 2025 2024 2025 2024 GENERAL AND ADMINISTRATIVE EXPENSES Accounting and audit $ 30,244 $ 3,218 $ 39,744 $ 3,218 Consulting fees 3,000 5,250 3,000 10,500 Insurance - 3,860 2,573 7,720 Investor relations and shareholder information 499 2,230 1,399 2,653 Legal fees 160 - 968 1,556 Listing and filing fees 5,350 4,382 8,025 7,187 Management fees (note 9) 45,400 63,000 108,400 126,000 Office 121 562 120 979 Rent 5,400 5,400 10,800 14,300 Transfer agency fees 375 1,770 1,079 3,146 (90,549) (89,672) (176,108) (177,259) OTHER EXPENSES Gain on sale of exploration and evaluation assets (Note 7) 24,600 - 24,600 - NET LOSS AND COMPREHENSIVE LOSS (65,649) (89,672) (151,508) (177, 259) LOSS PER SHARE (basic and diluted) $ (0.01) $ (0.01) $ (0.02) $ (0.02) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 9,322,647 9,322,647 9,322,647 9,322,647 The accompanying notes are an integral part of these condensed interim consolidated financial statements. Newfoundland Discovery Corp. (An exploration stage company) Condensed Interim Consolidated Statements of Changes in Deficit (Expressed in Canadian Dollars) (Unaudited) Share Capital Share-Based Payment Reserve Deficit Total Number Amount Balances, April 30, 2024 9,322,647 $ 30,429,065 $ 1,707,425 $ (31,593,611) $ 542,879 Transfer upon warrant expiration - - (361,610) 361,610 - Loss for the period - - - (177,259) (177,259) Balances, October 31, 2024 9,322,647 30,429,065 1,345,815 (31,409,260) 365,620 Transfer upon warrant expiration - 12,732 (12,732) - - Lo
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ss for the period - - - (800,603) (800,603) Balances, April 30, 2025 9,322,647 30,441,797 1,333,083 (32,209,863) (434,983) Loss for the period - - - (151,508) (151,508) Balances, October 31, 2025 9,322,647 $ 30,441,797 $ 1,333,083 $ (32,361,371) $ (586,491) The accompanying notes are an integral part of these condensed interim consolidated financial statements. Newfoundland Discovery Corp. (An exploration stage company) Condensed Interim Consolidated Statements of Cash Flows (Expressed in Canadian Dollars) (Unaudited) Six months ended October 31, 2025 2024 OPERATING ACTIVITIES Loss for the period $ (151,508) $ (177,259) Adjustments for items not involving cash: Gain on sale of exploration and evaluation assets 24,600 - Changes in non-cash working capital: Accounts receivable (3,780) (2,216) Prepaid expenses and deposits 2,573 184 Assets held for sale - 205,054 Accounts payable and accrued liabilities 129,812 (157,900) Interest provision - (46,548) Net cash used in operating activities 1,697 (178,685) INVESTING ACTIVITIES Investment in exploration and evaluation assets - (30,600) Net cash used in investing activities - (30,600) NET CHANGE IN CASH 1,697 (209,285) CASH, beginning of period 25,815 272,673 CASH, end of period $ 5,389 $ 63,388 Supplemental cash flow information: Interest received $ 114 $ 96 Income taxes $ - $ - Exploration and evaluation assets included in accounts payable and accrued liabilities $ 400 $ - The accompanying notes are an integral part of these condensed interim consolidated financial statements. Newfoundland Discovery Corp. (An exploration stage company) Notes to the Condensed Interim Consolidated Financial Statements October 31, 2025 (Expressed in Canadian Dollars) (Unaudited) 1. NATURE OF OPERATIONS AND GOING CONCERN Newfoundland Discovery Corp. is incorporated under the laws of the Province of British Columbia, Canada. The Company owns interests in exploration and evaluation assets in the Provinces of Newfoundland and Labrador, Quebec, Ontario, and British Columbia, Canada, and its principal business is the exploration and development of those assets. The Company`s head office and principal place of business is 700 – 838 West Hastings Street, Vancouver, British Columbia, Canada. The Company is in the exploration stage with respect to its exploration and evaluation assets and has not yet determined whether those assets contain ore reserves that are economically recoverable. The recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s legal interest in the assets, the ability of the Company to obtain the necessary financing to complete development, and future profitable production or proceeds from the disposition of the assets. These condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and meet its obligations in the ordinary course of business. As of October 31, 2025, the Company had working capital deficiency of $599,493 (April 30, 2025 – $447,985), recurring negative cash flows from operating activities, and an accumulated deficit of $32,361,371 (April 30, 2025 – $32,209,863). The Company will need to raise new funds through the sale of shares to maintain operations and carry out its planned exploration. There is a material uncertainty related to these conditions that may cast significant
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doubt on the Company’s ability to continue as a going concern. These condensed interim consolidated financial statements do not reflect adjustments for the possible future effect on the recoverability and classification of the assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. Should the Company be unable to continue as a going concern, it may be unable to realize its assets and discharge its liabilities in the normal course of business. 2. BASIS OF PRESENTATION Statement of compliance These condensed interim consolidated financial statements are prepared in accordance with IAS 34 Interim Financial Reporting (“IAS 34”) using accounting policies consistent with the IFRS Accounting Standards (”IFRS”) as issued by the International Accounting Standards Board (“IASB”). They do not include all financial information required for full annual financial statements and should be read in conjunction with the audited financial statements of the Company for the year ended April 30, 2025. Measurement basis These condensed interim consolidated financial statements have been prepared on an historical cost basis except for certain financial instruments that are measured at fair value as explained in the accounting policies set out in note 4. All dollar amounts presented are in Canadian dollars, which is the Company’s functional and presentation currency, unless otherwise specified. Newfoundland Discovery Corp. (An exploration stage company) Notes to the Condensed Interim Consolidated Financial Statements October 31, 2025 (Expressed in Canadian Dollars) (Unaudited) 2. BASIS OF PRESENTATION (continued) Basis of consolidation These condensed interim consolidated financial statements include the accounts of the Company and its wholly owned Canadian subsidiary 1000377311 Ontario Inc. The financial statements of the subsidiary are included in the condensed interim consolidated financial statements from the date that control commences until the date that control ceases. The Company controls a subsidiary when it is exposed, or has the rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All intercompany accounts and transactions between the Company and its subsidiary have been eliminated upon consolidation. 3. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS The preparation of these condensed interim consolidated financial statements requires management to make judgments and estimates that affect the reported amounts of assets and liabilities at the date of the condensed interim consolidated financial statements and reported amounts of expenses during the year. Actual outcomes could differ from these judgments and estimates. Revisions to accounting estimates are recognized in the year in which the estimate is revised and may affect both current and future periods. Significant assumptions about the future and other sources of judgments and estimates that management has made at the date of the Condensed Interim Consolidated Statements of Financial Position that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to but are not limited to: Critical accounting judgments Critical accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessme
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nts. The Company made the following critical accounting judgments: Exploration and evaluation assets The application of the Company’s accounting policy for 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. Assumptions made may change if new information becomes available. If, after an expenditure is capitalized, information becomes available indicating that an exploration and evaluation asset may be impaired, the entity performs a test for recoverability and recognizes an impairment loss if the carrying amount exceeds the recoverable amount. Newfoundland Discovery Corp. (An exploration stage company) Notes to the Condensed Interim Consolidated Financial Statements October 31, 2025 (Expressed in Canadian Dollars) (Unaudited) 3. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (continued) Critical accounting estimates Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the year 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: Reclamation and environmental obligations Reclamation provisions have been recognized based on internal estimates. Assumptions, based on the current economic environment, have been made which management believes are a reasonable basis upon which to estimate the future liability. Estimates are reviewed annually and are based on current regulatory requirements. Significant changes in estimates of contamination, restoration standards and techniques will result in changes to provisions from year to year. Actual reclamation costs will ultimately depend on future market prices for the reclamation costs, which will reflect the market condition at the time reclamation costs are incurred. 4. MATERIAL ACCOUNTING POLICY INFORMATION Financial instruments The Company recognizes a financial asset or financial liability in the Condensed Interim Consolidated Statements of Financial Position when it becomes party to the contractual provisions of the financial instrument. Financial assets are initially measured at fair value and are derecognized either when the Company has transferred substantially all the risks and rewards of ownership of the financial asset, or when cash flows expire. Financial liabilities are initially measured at fair value and are derecognized when the obligation specified in the contract is discharged, cancelled or expired. A write-off of a financial asset (or a portion thereof) constitutes a derecognition event. Write-off occurs when the Company has no reasonable expectations of recovering the contractual cash flows on a financial asset. Classification and Measurement The Company determines the classification of its financial instruments at initial recognition. Financial assets and financial liabilities are classified according to the following measurement categories: a) those to be measured subsequently at fair value, either through profit or loss (“FVTPL”) or through other comprehensive income (“FVTOCI”); and b) those to be measured subsequently at amortized cost. Newfoundland Discovery Corp. (An exploration stage company) Notes to the Condensed Interim Consolidated Financial Statements October 31, 2025 (Expressed in Canadian Dollars) (U
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naudited) 4. MATERIAL ACCOUNTING POLICY INFORMATION (continued) Financial instruments (continued) Classification and Measurement (continued) The classification and measurement of financial assets after initial recognition at fair value depends on the business model for managing the financial asset and the contractual terms of the cash flows. Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding, are generally measured at amortized cost at each subsequent reporting period. All other financial assets are measured at their fair values at each subsequent reporting period, with any changes recorded through profit or loss or through other comprehensive income (which designation is made as an irrevocable election at the time of recognition). After initial recognition at fair value, financial liabilities are classified and measured at either: a) amortized cost; b) FVTPL if the Company has made an irrevocable election at the time of recognition, or when required (for items such as instruments held for trading or derivatives); or c) FVTOCI when the change in fair value is attributable to changes in the Company’s credit risk. The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified. Transaction costs that are directly attributable to the acquisition or issuance of a financial asset or financial liability classified as subsequently measured at FVTOCI or amortized cost are included in the fair value of the instrument on initial recognition. Transaction costs for financial assets and financial liabilities classified at FVTPL are expensed in profit or loss. The Company’s financial assets consist of cash and reclamation bonds. Cash is classified and measured at FVTPL with realized and unrealized gains or losses related to changes in fair value reported in profit or loss, and reclamation bonds are classified at amortized cost. The Company’s financial liabilities consist of accounts payable and accrued liabilities, which are classified and measured at amortized cost using the effective interest method. Interest expense is reported in profit or loss. The effective interest method is a method of calculating the amortized cost of a financial asset or liability and of allocating interest income or expense over the relevant year. The effective interest rate is the rate that discounts estimated future cash payments through the expected life of the financial asset or liability, or where appropriate, a shorter period. Newfoundland Discovery Corp. (An exploration stage company) Notes to the Condensed Interim Consolidated Financial Statements October 31, 2025 (Expressed in Canadian Dollars) (Unaudited) 4. MATERIAL ACCOUNTING POLICY INFORMATION (continued) Financial instruments (continued) Impairment The Company assesses all information available, including on a forward-looking basis, the expected credit losses associated with any financial assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recogniti
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on based on all information available, and reasonable and supportable forward-looking information. Exploration and evaluation assets Pre-exploration costs Pre-exploration costs are costs incurred before the Company has obtained the legal rights to explore a specific area and are recognized in profit or loss. Exploration and evaluation expenditures Once the legal right to explore a property has been obtained, costs directly related to exploration and evaluation are recognized and capitalized, in addition to the acquisition costs. These direct expenditures include such costs as materials used, surveying costs, drilling costs, payments made to contractors and depreciation on plant and equipment during the exploration phase. The costs are accumulated by exploration area and not depreciated pending determination of technical feasibility and commercial viability. Costs not directly attributable to exploration and evaluation activities, including general administrative overhead costs, are expensed. The Company may occasionally enter into farm-out arrangements whereby the Company will transfer part of a mineral interest as consideration for an agreement by the transferee to meet certain exploration and evaluation expenditures which would have otherwise been undertaken by the Company. The Company does not record any expenditures made by the farmee on its behalf. Any cash or other consideration received from the agreement is credited against the costs previously capitalized to the mineral interest given up by the Company, with any excess consideration accounted for as a gain in profit or loss. The technical feasibility and commercial viability of extracting a mineral resource is considered to be determinable when proven or probable reserves exist. A review of each exploration license or field is carried out, at least annually, to ascertain whether proven or probable reserves have been determined. Upon determination of proven or probable reserves, exploration and evaluation assets attributable to those reserves are first tested for impairment and then reclassified from exploration and evaluation assets to property, plant and equipment with any carrying amount in excess of the recoverable amount recognized as an impairment in profit or loss at the time of reclassification. Exploration and evaluation expenditures are classified as intangible assets. Newfoundland Discovery Corp. (An exploration stage company) Notes to the Condensed Interim Consolidated Financial Statements October 31, 2025 (Expressed in Canadian Dollars) (Unaudited) 4. MATERIAL ACCOUNTING POLICY INFORMATION (continued) Impairment of long-lived assets At each financial position reporting date, the carrying amounts of the Company’s long-lived assets are reviewed to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An asset’s recoverable amount is the higher of fair value less costs to sell, and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an ordinary transaction between market participants. In assessing value in use, the estimated future cash flows are discounted to their present va
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lue using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the year. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss. Assets held for sale Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale if it is highly probable that they will be recovered primarily through sale rather than through continued use. Such assets, or disposal groups, are generally measured at the lower of their carrying amount and the fair value less costs of disposal. Impairment losses recognized upon initial classification as held-for-sale and subsequent gains and losses on re-measurement are recognized in the condensed interim consolidated statement of operations and comprehensive loss. Share capital Common shares, options and warrants are classified as equity. Transaction costs directly attributable to the issue of common shares, options and warrants are recognized as a deduction from equity, net of any tax effects. The Company bifurcates units which consist of common shares and share purchase warrants using the residual value method, whereby it measures the common share component of the unit at fair value using market prices as input values and then allocates the residual value of the units over the fair value of the common shares to the warrant component. The value of the warrant component is credited to share-based payment reserve. When warrants are exercised, forfeited or expire, the corresponding value is transferred from share-based payment reserve to share capital. Warrants issued as finders’ and agents’ fees are recorded at fair value measured using the Black-Scholes option pricing model. Expected annual volatility is estimated using historical volatility. Newfoundland Discovery Corp. (An exploration stage company) Notes to the Condensed Interim Consolidated Financial Statements October 31, 2025 (Expressed in Canadian Dollars) (Unaudited) 4. MATERIAL ACCOUNTING POLICY INFORMATION (continued) Flow-through shares Resource expenditure deductions for income tax purposes may be renounced to investors in accordance with income tax legislation for flow-through share arrangements. On issuance of flow-through common shares, the Company bifurcates the flow-through share proceeds into: (i) share capital, for the fair value of common shares without a flow-through feature (based on quoted trading prices), and (ii) a flow-through share premium liability, for the amount investors pay for the flow-through feature (in excess of the quoted trading price of the common shares). As resource expenditures are incurred, the Company derecognizes the liability and recognizes other income. Proceeds from the issuance of flow-through shares are restricted, to be used only for Canadian resource expenditures, and must be in
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curred within a two-year period before a 10% penalty tax applies on any unspent amount that has been renounced. Share-based payment transactions The Company’s stock option plan allows its employees and consultants to acquire shares of the Company. The fair value of options granted is recognized as share-based payment with a corresponding increase in share-based payment reserve. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee. All share-based payments made to employees and non-employees are measured at fair value. For employees, fair value is measured as the fair value of the equity instruments at the grant date. Share-based payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received using the Black-Scholes option pricing model. Expected annual volatility is estimated using historical volatility. Stock options that vest over time are recognized using the graded vesting method. Share-based payments are recognized as an expense or, if applicable, capitalized to exploration and evaluation assets or share issue costs, with a corresponding increase in reserves. At each financial reporting period, the amount recognized as expense is adjusted to reflect the number of stock options expected to vest. When stock options are ultimately exercised, forfeited or expire, the applicable amounts of reserves are transferred to share capital or deficit. Where the terms of a stock option are modified, the minimum expense recognized is the expense as if the terms had not been modified. An additional expense is recognized for any modification which increases the total fair value of the share-based payment arrangement or is otherwise beneficial to the employee as measured at the date of modification over the remaining vesting period. Newfoundland Discovery Corp. (An exploration stage company) Notes to the Condensed Interim Consolidated Financial Statements October 31, 2025 (Expressed in Canadian Dollars) (Unaudited) 4. MATERIAL ACCOUNTING POLICY INFORMATION (continued) Income taxes Income tax on the profit or loss for the years presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax expense is the expected tax payable on the taxable income for the year using tax rates enacted or substantively enacted at year end, adjusted for amendments to tax payable with respect to previous years. Deferred tax is provided using the liability method, on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expec
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ted manner of realization or settlement of the carrying amount of assets and liabilities using tax rates enacted or substantively enacted at the date of the Statement of Financial Position. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis. Provisions Provisions are recognized where a legal or constructive obligation has been incurred as a result of past events, it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. If material, provisions are measured at the present value of the expenditures expected to be required to settle the obligation. The increase in any provision due to passage of time is recognized as accretion expense. Site restoration obligation The Company recognizes the fair value of a legal or constructive liability for a site restoration obligation in the year in which it is incurred and when a reasonable estimate of fair value can be made. The carrying amount of the related long-lived asset is increased by the same amount as the liability. Changes in the liability for a site restoration obligation due to the passage of time will be measured by applying an effective- interest method of allocation. The amount will be recognized as an increase in the liability and an accretion expense in profit or loss. Changes resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows are recognized as an increase or a decrease to the carrying amount of the liability and the related long-lived asset. Newfoundland Discovery Corp. (An exploration stage company) Notes to the Condensed Interim Consolidated Financial Statements October 31, 2025 (Expressed in Canadian Dollars) (Unaudited) 4. MATERIAL ACCOUNTING POLICY INFORMATION (continued) Loss per share Basic income (loss) per common share is computed by dividing the income (loss) for the period by the weighted average number of common shares outstanding for the year. Diluted per-share amounts reflect the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted to common shares. The treasury stock method is used to determine the dilutive effect of stock options and other dilutive instruments. Under the treasury stock method, the weighted average number of shares outstanding used in the calculation of diluted income (loss) per share assumes that the deemed proceeds received from the exercise of stock options, share purchase warrants and their equivalents would be used to repurchase common shares of the Company at the average market price during the year. Diluted loss per share equals basic loss per share where the effect of dilutive instruments would be anti-dilutive. Comprehensive loss Comprehensive income (loss) is the change in the Company’s net assets that results from transactions, events and circumstances from sources other than the Company’s shareholders and includes items that are not included in income (loss), such as unrealized gains
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or losses on investments, gains or losses on certain derivative instruments, and certain foreign currency gains or losses. The Company’s comprehensive income (loss) and components of other comprehensive income (loss) are presented in the Statements of Operations and Comprehensive Loss and the Statements of Changes in Equity (Deficit). Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Company At the date of authorization of these condensed interim consolidated financial statements, several new, but not yet effective, standards and amendments to existing standards, and interpretations have been published by the IASB. None of these standards or amendments to existing standards have been adopted early by the Company. Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New standards, amendments and interpretations not adopted in the current year are not expected to have a material impact on the Company’s condensed interim consolidated financial statements. IFRS 18 Presentation and Disclosure in Financial Statements In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements. This standard aims to improve the consistency and clarity of financial statement presentation and disclosures by providing updated guidance on the structure and content of financial statements. Key changes include enhanced requirements for the presentation of financial performance, financial position, and cash flows, as well as additional disclosures to improve transparency and comparability. In addition, IFRS 18 requires entities to classify income and expenses into five categories, three of which are new – i.e. operating, investing and financing – and the income tax and discontinued operation categories. The new standard sets out detailed requirements for classifying income and expenses into each category. These amendments are effective for annual periods beginning on or after January 1, 2027 with earlier adoption permitted. IFRS 18 requires retroactive application with certain transition provisions. Newfoundland Discovery Corp. (An exploration stage company) Notes to the Condensed Interim Consolidated Financial Statements October 31, 2025 (Expressed in Canadian Dollars) (Unaudited) 5. RECLAMATION BONDS AND SITE RESTORATION OBLIGATION The Company has deposited funds and hypothecated term deposits totalling $13,000 (April 30, 2025 – $13,000) as security to the Province of British Columbia for future mineral claims site reclamation. The term deposits bear interest at a weighted average rate of 2.00% per annum (April 30, 2025 – 2.88%). The Company has recognized a site restoration obligation of $18,967 (April 30, 2025 – $18,967) in respect of the reclamation of its exploration and evaluation assets. The Company expects to incur these costs within the next 12 months. A summary of the changes in the Company’s site restoration obligation for the period ended October 31, 2025 and year ended April 30, 2025 is as follows: October 31, 2025 April 30, 2025 Balance, beginning of period/year $ 18,967 $ 48,967 Reclamation activities undertaken - (30,000) Balance, end of period/year $ 18,967 $ 18,967 During the year ended April 30, 2025, reclamation activities included technical engineering support to address missing or incomplete data, to facilitate further regulatory enga
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gement and the preparation of a compliant decommissioning plan for the Valentine Mountain tailings storage facility. 6. ASSETS HELD FOR SALE During the year ended April 30, 2024, the Company received a demand letter from an external third party vendor related to outstanding invoices in the amount of $415,453 for exploration services performed, whereby the balance was requested to be settled immediately by the vendor’s legal counsel. Of the outstanding balance, $125,689 related to overdue interest charged by the vendor and $46,548 related to overdue interest recharged by the vendor as these amounts had been billed to them by their own contractor due to the Company’s non-payment. During the year ended April 30, 2025, a release agreement was executed such that the outstanding balance would be settled through assumption of $210,399 in the releasor’s accounts payable and the transfer of all mineral claims underlying the Rodger’s Cove property to the releasor. As the Board of Directors had formally discussed the potential inclusion of the Rodger’s Cove property in the settlement of the demand letter prior to April 30, 2024 and as a formal release agreement was signed subsequently, the Company concluded that the Rodger’s Cove property should be classified as assets held for sale as at April 30, 2024 as a sale would be considered highly probable. The Rodger’s Cove property was written down to a recoverable value of $205,054 derived from the release agreement being the difference between the $415,453 obligation and the $210,399 in accounts payable assumed, and was reclassified from exploration and evaluation assets to assets held for sale. As at April 30, 2025, the transaction had been completed in full, and the balance of assets held for sale was $Nil. Newfoundland Discovery Corp. (An exploration stage company) Notes to the Condensed Interim Consolidated Financial Statements October 31, 2025 (Expressed in Canadian Dollars) (Unaudited) 7. EXPLORATION AND EVALUATION ASSETS Period ended October 31, 2025 Bursey & Grub Northbound Valentine Mountain Total Balance, April 30, 2025 $ 1 $ 1 $ - $ 2 Exploration costs Geological consulting - - 400 400 Impairment - - (400) (400) Balance, October 31, 2025 $ 1 $ 1 $ - $ 2 Year ended April 30, 2025 Bursey & Grub Northbound Robinson’s Salt Southern Star Sugaree Unity Group Urban Thunder Valentine Mountain Voltstone Total Balance, April 30, 2024 $ 575,745 $ 1 $ 1 $ 1 $ 1 $ 1 $ 1 $ 1 $ 1 $ 575,753 Acquisition costs Other - 2,653 - - - 175 - - - 2,828 Exploration costs Geological consulting - - - - - - - 1,200 - 1,200 Impairment (575,744) (2,653) (1) (1) (1) (176) (1) (1,201) (1) (579,779) Balance, April 30, 2025 $ 1 $ 1 $ - $ - $ - $ - $ - $ - $ - $ 2 Newfoundland Discovery Corp. (An exploration stage company) Notes to the Condensed Interim Consolidated Financial Statements October 31, 2025 (Expressed in Canadian Dollars) (Unaudited) 7. EXPLORATION AND EVALUATION ASSETS (continued) Bursey and Grub Property In May and June 2021, the Company entered into two option agreements and one purchase agreement to acquire 258 mineral claims comprising 6,450 hectares approximately 45 kilometres northeast of Gander, Newfoundland. To exercise the options and acquire the claims, the Company paid $25,500 (all of which has been paid) and issued 79,200 shares (all of which have been issued, with a fair value of $4.30 per share) and must incur $300,000 of exploration expenditures (all of which has been incurred) on a portion of the
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claims within two years, and $25,000 of exploration expenditures (of which, $Nil has been incurred) on another portion of the claims within two years (amended to three years in May 2023). A portion of the claims is subject to a 1% net smelter returns royalty and a portion is subject to a 2% net smelter returns royalty of which the Company may purchase three-quarters at any time for $2,000,000. The Company paid a finder’s fee of 999 shares with a fair value of $4.10 per share in respect of one of the options. During the year ended April 30, 2024, the Company permitted the Bursey East claims to lapse, and the Bursey North option terminated for failure to incur $25,000 of exploration expenditures. The Company recognized an impairment of $100,596. During the year ended April 30, 2025, the Company recognized an impairment of $575,744, leaving a nominal value of $1. The Company does not intend to maintain the claims in good standing and will permit them to lapse. Northbound Property In February 2020, the Company entered into an option agreement to purchase 21 mineral claims comprising 1,162 hectares located approximately 85 kilometres northwest of the town of Matagami in northern Quebec. The Company exercised its option in September 2020 by paying to the optionors a total of $135,000 cash, issuing 360,000 common shares with a fair value of $4.10 per share and granting to the optionors a 3% net smelter returns royalty. The Company may purchase two-thirds of the royalty at any time for $1,000,000. In March and July 2020, the Company purchased an additional 35 mineral claims covering 1,914 hectares adjacent to the original Northbound claims for $20,000 cash, 25,000 common shares with a fair value of $4.00 per share, and a 3% net smelter returns royalty relating to 29 of those claims. The Company may purchase two-thirds of the royalty at any time for $1,500,000. During the year ended April 30, 2024, the Company recognized an impairment of $1,823,768, leaving a nominal value of $1. During the year ended April 30, 2025, the Company incurred $2,653 on the claims and recognized an impairment of $2,653, leaving a nominal value of $1. The Company intends to maintain the claims in good standing using the available exploration reserve. Newfoundland Discovery Corp. (An exploration stage company) Notes to the Condensed Interim Consolidated Financial Statements October 31, 2025 (Expressed in Canadian Dollars) (Unaudited) 7. EXPLORATION AND EVALUATION ASSETS (continued) Robinson’s Salt Property In September 2022, the Company acquired 2 mineral licenses totalling 10 claim blocks and covering 250 hectares within the Codroy Group on the southwestern coast of Newfoundland, Canada by issuing 200,000 common shares with a fair value of $0.80 per share ($160,000 total). The property is subject to a 2% net smelter returns royalty, of which the Company may purchase 1% (being 50%) for $1,000,000. During the year ended April 30, 2024, the Company recognized an impairment of $159,999, leaving a nominal value of $1. During the year ended April 30, 2025, the Company recognized an impairment of $1. The Company does not intend to maintain the claims in good standing and will permit them to lapse. Southern Star Property In June 2020, the Company purchased 219 mineral claims comprising 12,156 hectares located northwest of the town of Matagami, Quebec and south of the Company’s Northbound Property for a total of $26,500 cash, 75,010 common shares with a fair value of $4.40 per
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share, a 3% net smelter returns royalty over 143 of the claims of which two-thirds of the royalty may be repurchased for $3,000,000, and a 1.5% net smelter returns royalty over 76 of the claims of which half of the royalty may be repurchased for $500,000. During the year ended April 30, 2024, the Company recognized an impairment of $1,221,132, leaving a nominal value of $1. During the year ended April 30, 2025, the Company recognized an impairment of $1. The Company does not intend to maintain the claims in good standing and will permit them to lapse. Sugaree Property In January 2023, the Company acquired 340 claims comprising 2,376-hectares located in the Quetico Subprovince located roughly 15 kilometres south of Hearst, Ontario (see note 16). During the year ended April 30, 2024, the Company recognized an impairment of $2,593,201, leaving a nominal value of $1. During the year ended April 30, 2025, the Company permitted the claims to lapse and recognized an impairment of $1. Newfoundland Discovery Corp. (An exploration stage company) Notes to the Condensed Interim Consolidated Financial Statements October 31, 2025 (Expressed in Canadian Dollars) (Unaudited) 7. EXPLORATION AND EVALUATION ASSETS (continued) Unity Group Property In July 2021, the Company acquired five claim blocks comprising 366 mineral claims (153 claims lapsed during the year ended April 30, 2025 and 194 claims lapsed during the year ended April 30, 2024) covering 9,150 hectares in northeastern Newfoundland for $150,000, 320,000 shares with a fair value of $5.00 per share ($1,600,000 total), and a 2% net smelter returns royalty of which the Company may purchase half for $1,500,000. During the year ended April 30, 2024, the Company recognized an impairment of $1,899,910, leaving a nominal value of $1. During the year ended April 30, 2025, the Company recognized an impairment of $176. The Company does not intend to maintain the claims in good standing and will permit them to lapse. Urban Thunder Property In 2017, the Company acquired 20 mineral claims covering approximately 1,127 hectares in the Windfall Lake area of Quebec, Canada for $20,000, 75,000 shares with a value of $1.60 per share, and a 2% net smelter returns royalty. The Company also paid a finder’s fee totaling 7,500 shares with a value of $1.60 per share. During the year ended April 30, 2024, the Company recognized an impairment of $223,980, leaving a nominal value of $1. During the year ended April 30, 2025, the Company recognized an impairment of $1. The Company does not intend to maintain the claims in good standing and will permit them to lapse. Valentine Mountain Property In 2008 and 2009, the Company acquired a 100% interest in 25 mineral claims comprising approximately 7,188 hectares and two overlying placer claims comprising 43 hectares on Valentine Mountain located 50 kilometres west northwest of Victoria, British Columbia, Canada for total consideration of $39,158 and 2,917 common shares of the Company valued at $270,000. One of the claims is subject to a 5% net smelter returns royalty, which the Company may repurchase for $1,000,000. During the year ended April 30, 2024, the Company recognized an impairment of $1,593,129, leaving a nominal value of $1. During the year ended April 30, 2025, the Company incurred $1,200 on the claims and recognized an impairment of $1,201. During the period ended October 31, 2025, the Company entered into a letter of intent with an arm’s length company whereby the c
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ompany has an option proceed with a definitive agreement to acquire a 100% interest in the property for the following consideration: i) $25,000 upon execution of the letter of intent (paid) ii) $150,000 within 30 days of signing the definitive agreement. iii) issuance of common shares of $150,000 or $150,000 cash within 90 days of signing the definitive agreement. Newfoundland Discovery Corp. (An exploration stage company) Notes to the Condensed Interim Consolidated Financial Statements October 31, 2025 (Expressed in Canadian Dollars) (Unaudited) 7. EXPLORATION AND EVALUATION ASSETS (continued) Valentine Mountain Property (continued) The Company incurred $400 on the claims during the period ended October 31, 2025, which was recognized as impairment and netted to the proceeds of $25,000, which resulted in a gain on sales of exploration and evaluation property of $24,600. The Company is currently in negotiation with the arm’s length party to determine the acceptance of the letter. Voltstone Property In July 2023, the Company internally staked 266 mineral claims in northwestern Ontario for $10,000. The property is located less than 10 kilometres from Pegmatite One Lithium and Gold Corp.’s Frazer Lake Mound Property. During the year ended April 30, 2024, the Company recognized an impairment of $9,999, leaving a nominal value of $1. During the year ended April 30, 2025, the Company recognized an impairment of $1. The Company does not intend to maintain the claims in good standing and will permit them to lapse. 8. SHARE CAPITAL Authorized An unlimited number of common shares without par value. Issued Effective November 6, 2024, the Company completed a consolidation of its share capital whereby one new common share was issued for every ten old common shares. All common shares and commitments to issue common shares information has been restated retroactively throughout these condensed interim consolidated financial statements to reflect this share consolidation. Share purchase warrants The continuity of warrants during the period ended October 31, 2025 and year ended April 30, 2025 is as follows: October 31, 2025 April 30, 2025 Number of Warrants Weighted Average Exercise Price Number of Warrants Weighted Average Exercise Price Balance, beginning of period/year - $ - 595,419 $ 1.00 Expired - - (595,419) 1.00 Balance, end of period/year - $ - - $ - There are no share purchase warrants outstanding as of October 31, 2025 and April 30, 2025. Newfoundland Discovery Corp. (An exploration stage company) Notes to the Condensed Interim Consolidated Financial Statements October 31, 2025 (Expressed in Canadian Dollars) (Unaudited) 8. SHARE CAPITAL (continued) Share-based payments The Company has an equity-settled stock option plan under which the Board of Directors may grant options to directors, officers, other employees and consultants. The purpose of the plan is to advance the interests of the Company by encouraging these individuals to acquire shares in the Company and thereby remain associated with, and seek to maximize the value of, the Company. Under the plan, the number of shares reserved for issuance pursuant to the exercise of all options under the plan may not exceed 10% of the issued and outstanding common shares on a non-diluted basis from time to time. The options expire not more than 10 years from the date of grant or earlier if the individual ceases to be associated with the Company, and vest over terms determined at the time of grant. The
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Company granted no stock options during the period ended October 31, 2025 and year ended April 30, 2025. A summary of the Company’s outstanding and exercisable stock options as of October 31, 2025 and April 30, 2025, and the changes for the years ending on those dates is as follows: October 31, 2025 April 30, 2025 Number Outstanding Weighted Average Exercise Price Weighted Average Remaining Life (Years) Number Outstanding Weighted Average Exercise Price Weighted Average Remaining Life (Years) Balance, beginning of period/year 480,000 $ 2.19 0.75 570,000 $ 2.50 1.70 Expired or cancelled (105,000) 7.50 (90,000) 4.48 Balance, end of period/year 375,000 $ 0.70 0.33 480,000 $ 2.19 0.75 A summary of stock options outstanding as of October 31, 2025 : Exercise Price Expiry Date Outstanding Exercisable $0.70 February 28, 2026 375,000 375,000 Newfoundland Discovery Corp. (An exploration stage company) Notes to the Condensed Interim Consolidated Financial Statements October 31, 2025 (Expressed in Canadian Dollars) (Unaudited) 9. RELATED PARTY TRANSACTIONS AND BALANCES Key management personnel transactions Key management personnel are those persons responsible for planning, directing and controlling the activities of an entity, and include executive and non-executive directors. The Company has identified its directors, Chief Executive Officer, and Chief Financial Officer as its key management personnel and has determined the companies they control to be management entities. The compensation costs for key management personnel for the six-month periods ended October 31, 2025 and 2024 are as follows: 2025 2024 Management fees paid to a corporation controlled by the Company’s Chief Executive Officer $ 60,000 $ 60,000 Rent paid to a corporation controlled by the Company’s Chief Executive Officer 10,800 14,300 Management fees paid to a director 12,000 12,000 Management fees paid to the Company’s Chief Financial Officer 3,000 - Management fees paid to a corporation controlled by the Company’s former Chief Financial Officer 18,400 24,000 $ 104,200 $ 110,300 As at October 31, 2025, $253,920 (April 30, 2025 - $176,100) was due to key management personnel and management entities and is included in accounts payable and accrued liabilities on the Condensed Interim Consolidated Statements of Financial Position. 10. FINANCIAL INSTRUMENTS The Company’s financial instruments are exposed to certain financial risks, including credit risk, liquidity risk and market risk. There have not been any material changes in the exposure to these risks or the Company’s objectives, policies, and processes for managing the risk. Credit Risk Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s maximum exposure to credit risk is the carrying value of its financial assets, which comprise cash and reclamation bonds held with high creditworthy financial institutions, and which total $40,512 (April 30, 2025 – $38,815). In the opinion of management, none of the Company’s financial assets were exposed to significant credit risk as at October 31, 2025 and April 30, 2025. Liquidity Risk Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows required by operations and anticipated investing and financing activities. The Company had cash at October
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31, 2025 in the amount of $27,512 (April 30, 2025 – $25,815) in order to meet short-term business requirements. At October 31, 2025, the Company had current liabilities of $637,124 (April 30, 2025 – $482,712). Accounts payable have contractual maturities of approximately 30 days or are due on demand and are subject to normal trade terms, and amounts due to related parties are without stated terms of interest or repayment (see note 1 – Nature of Operations and Going Concern). Newfoundland Discovery Corp. (An exploration stage company) Notes to the Condensed Interim Consolidated Financial Statements October 31, 2025 (Expressed in Canadian Dollars) (Unaudited) 17 10. FINANCIAL INSTRUMENTS (continued) Market Risk Market risk consists of interest rate risk, foreign currency risk and other price risk. These are discussed further below. Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Interest rate risk has two components: a) The Company is exposed to interest rate cash flow risk on floating-rate financial instruments. b) The Company is exposed to interest rate fair value risk on fixed-rate financial instruments. The Company’s cash is currently held on deposit at a major bank. Management considers the interest rate risk to be minimal. Foreign Currency Risk Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is not exposed to material foreign currency risk. Other Price Risk Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company is not exposed to other price risk as at October 31, 2025. Fair Value of Financial Instruments IFRS 13 – Fair Value Measurement – establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows: Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs). The fair value of the Company’s cash is categorized as Level 1 in the Fair Value Hierarchy. The fair value of the Company’s reclamation bonds approximates their carrying value because they bear interest at prevailing market rates. The fair value of the Company’s accounts payable and accrued liabilities approximates their carrying values because of the short-term or on-demand nature, as applicable, of these instruments. Newfoundland Discovery Corp. (An exploration stage company) Notes to the Condensed Interim Consolidated Financial Statements October 31, 2025 (Expressed in Canadian Dollars) (Unaudited) 18 11. CAPITAL MANAGEMENT The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration and development of its exploration and evaluation assets, and to maintain a flexible capital structure for its projects for the benefit of its stakeholders. In the management of capital, the Comp
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any includes the components of shareholders’ deficit. The Company manages the capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may issue new shares or adjust the amount of cash. Management reviews the capital structure on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. As at October 31, 2025, the Company had working capital deficiency of $599,493 (April 30, 2025 – $434,983). The Company is not subject to any externally imposed capital requirements. There were no changes to the Company’s approach to capital management during the period.
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