SEDAR Interim Financial Statements

Financial Statements For the Six Months Ended October 31, 2025 (Expressed in Canadian Dollars) - 2 - NOTICE OF NO REVIEW BY AUDITOR In accordance with National Instrument 51-102 Continuous Disclosure Obligations of The Canadian Securities Administrators we hereby give notice that our condensed interim financial statements for the six months ended October 31, 2025, which follow this notice, have not been reviewed by an auditor. Shellron Capital Ltd. Condensed Interim Statements of Financial Position (Unaudited) (Expressed in Canadian Dollars) The accompanying notes are an integral part of these financial statements. - 3 - October 31, 2025 ($) April 30, 2025 ($) Assets Current assets Cash 19,565 6,675 Receivables 2,513 987 Prepaid expenses 806 - Total assets 22,884 7,662 Liabilities and shareholders’ equity Current liabilities Accounts payable and accrued liabilities 23,365 12,057 Other liabilities (note 8) 50,000 - Total liabilities 73,365 12,057 Shareholders’ equity Share capital (note 3a) 569,910 569,910 Reserves (note 3d) 65,618 65,618 Deficit (686,009) (639,923) Total shareholders’ equity (50,481) (4,395) Total liabilities and shareholders’ equity 22,884 7,662 Nature of operations and going concern (note 1) Approved and authorized for issuance on behalf of the Board of Directors on December 22, 2025: /s/ Daniela Freitas /s/ Jorge Martinez Daniela Freitas, Director Jorge Martinez, Director Shellron Capital Ltd. Condensed Interim Statements of Operations and Comprehensive Loss (Unaudited) (Expressed in Canadian Dollars) The accompanying notes are an integral part of these financial statements. - 4 - Three Months Ended Six Months Ended October 31, October 31, October 31, October 31, 2025 2024 2025 2024 ($) ($) ($) ($) Expenses General and administration (note 4) 9,146 3,311 16,795 9,855 Professional fees 22,759 10,917 25,259 11,122 Transfer agent and filing fees 2,468 3,655 3,982 5,081 Total expenses (34,373) (17,883) (46,036) (26,058) Interest income 27 123 53 363 Foreign exchange gain (50) - (103) - Net loss and comprehensive loss for the period (34,396) (17,760) (46,086) (25,695) Loss per share, basic and diluted (0.00) (0.00) (0.01) (0.00) Weighted average shares outstanding 8,539,000 8,539,000 8,539,000 8,539,000 Shellron Capital Ltd. Condensed Interim Statements of Changes in Shareholders’ Equity (Unaudited) (Expressed in Canadian Dollars) The accompanying notes are an integral part of these financial statements. - 5 - Share Capital Number of Shares Amount ($) Reserves ($) Deficit ($) Total ($) Balance, May 1, 2024 8,539,000 569,910 65,618 (580,182) 55,346 Net loss for the period - - - (25,695) (25,695) Balance, October 31, 2024 8,539,000 569,910 65,618 (605,877) 29,651 Balance, May 1, 2025 8,539,000 569,910 65,618 (639,923) (4,395) Net loss for the period - - - (46,086) (46,086) Balance, October 31, 2025 8,539,000 569,910 65,618 (686,009) (50,481) Shellron Capital Ltd. Condensed Interim Statements of Cash Flows (Unaudited) (Expressed in Canadian Dollars) The accompanying notes are an integral part of these financial statements. - 6 - Three Months Ended Six Months Ended October 31, October 31, October 31, October 31, 2025 2024 2025 2024 ($) ($) ($) ($) Operating Activities Net loss for the period (34,396) (17,760) (46,086) (25,695) Changes in non-cash working capital: Receivables (1,395) - (1,526) 1,169 Advances and prepaid expenses 4,194 4,319 (806) 9,319 Accounts payable and accrued liabilities 17,992 2,331 11,308 (1,347) Cash u --- sed in operating activities (13,605) (11,110) (37,110) (16,554) Financing Activities Advance received related to Qualifying Transaction (note 8) 25,000 - 50,000 - Cash from financing activities 25,000 - 50,000 - Increase (decrease) in cash 11,395 (11,110) 12,890 (16,554) Cash, beginning of period 8,170 43,041 6,675 48,485 Cash, end of period 19,565 31,931 19,565 31,931 Shellron Capital Ltd. Notes to the Condensed Interim Financial Statements (Unaudited) For the Six Months Ended October 31, 2025 (Expressed in Canadian Dollars) - 7 - 1. Nature of Operations and Going Concern Shellron Capital Ltd. (“Shellron” or the “Company”) was incorporated under the laws of the province of British Columbia, Canada on January 21, 2021. The Company’s head office is located at Unit 125A, 1030 Denman Street, Box 405, Vancouver, British Columbia, Canada, V6G 2M6. On November 22, 2021, the Company completed an initial public offering (“IPO”) to be classified as a Capital Pool Company (“CPC”) pursuant to the policies of the TSX Venture Exchange (“TSXV”) Policy 2.4 and is listed on the TSXV under the trading symbol “SHLL”. The Company is in the startup stage and its principal business will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction as defined by the rules of the TSXV. Such a transaction will be subject to shareholder and regulatory approval. Refer to Note 8. These financial statements have been prepared on a going concern basis which implies that the Company will continue realizing assets and discharging liabilities in the normal course of business for the foreseeable future. Should the going concern assumption not continue to be appropriate, further adjustments to carrying values of assets and liabilities may be required. During the six months ended October 31, 2025, the Company has no business operations and incurred negative cash flow from operations of $37,110 (2024 - $16,554). As at October 31, 2025, the Company had an accumulated deficit of $686,009 (April 30, 2025 - $639,923. The Company’s continuing operations are dependent upon its ability to identify and evaluate assets or businesses with a view to potential acquisition or participation by completing a Qualifying Transaction, as defined in Exchange Policy 2.4. The preceding indicates the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of assets and classification of assets and liabilities that may arise should the Company be unable to continue as a going concern. Such adjustments could be material. 2. Basis of Presentation These condensed interim financial statements have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting (“IAS 34”) using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These condensed interim financial statements have been prepared using the same accounting policies and methods of computation as the most recent annual financial statements for the year ended April 30, 2025. Changes in Accounting Standards Certain accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant im --- pact on the Company’s financial statements. 3. Share Capital (a) Common Shares Authorized - unlimited common shares without par value. As at October 31, 2025, the Company had 8,539,000 (April 30, 2025 - 8,539,000) common shares issued and outstanding. (b) Share Options The Company has a share option plan to issue share options whereby the total share options outstanding may be up to 10% of its issued capital at the time of an applicable option grant. The Board of Directors may from time to time, grant options to directors, officers, employees or consultants. The exercise price of an option is not less than the closing price on the TSXV on the last trading day preceding the grant date. Shellron Capital Ltd. Notes to the Condensed Interim Financial Statements (Unaudited) For the Six Months Ended October 31, 2025 (Expressed in Canadian Dollars, except where noted) - 8 - 3. Share Capital – continued The continuity of the Company's share options is as follows: Number of Options Weighted Average Exercise Price ($) Balance, April 30, 2024 725,000 0.10 Cancelled (100,000) 0.10 Balance, April 30 and October 31, 2025 625,000 0.10 Additional information regarding the Company’s share options as at October 31, 2025, is as follows: Options Outstanding Options Exercisable Exercise Price ($) Number of Options Outstanding Weighted Average Remaining Contractual Life (Years) Number of Options Exercisable Weighted Average Remaining Contractual Life (Years) 0.10 375,000 1.06 375,000 1.06 0.10 250,000 3.18 250,000 3.18 625,000 1.91 625,000 1.91 The fair value of each share option is estimated on the date of grant using the Black-Scholes Option Pricing Model that uses the assumptions noted in the table below. Expected volatilities are based on historical volatility of the Company’s shares or an applicable comparable company, and other factors. The expected term of share options granted represents the period of time that share options granted are expected to be outstanding. The risk-free rate of periods within the contractual life of the share option is based on the Canadian government bond rate. (c) Loss per Share Three Months Ended Six Months Ended October 31, October 31, October 31, October 31, 2025 2024 2025 2024 ($) ($) ($) ($) Basic and diluted loss per share (0.00) (0.00) (0.01) (0.00) Net loss for the period (34,396) (17,760) (46,086) (25,695) Shellron Capital Ltd. Notes to the Condensed Interim Financial Statements (Unaudited) For the Six Months Ended October 31, 2025 (Expressed in Canadian Dollars, except where noted) - 9 - 3. Share Capital – continued Three and Six Months Ended October 31, October 31, 2025 2024 Shares outstanding, beginning of period 8,539,000 8,539,000 Basic weighted average number of shares outstanding 8,539,000 8,539,000 Effect of dilutive share options - - Diluted weighted average number of shares outstanding 8,539,000 8,539,000 As at October 31, 2025, there were 625,000 (October 31, 2024 – 625,000) share options that were potentially dilutive but not included in the diluted loss per share calculation as the effect would be anti-dilutive. (d) Reserves Share Options The share options reserves records items recognized as share-based compensation expense and other share-based payments until such time that the share options are exercised, at which time the corresponding amount will be transferred to share capital. 4. Related Party Transactions During the three and six months ended October 31, 2025, the Company incurred general and a --- dministration fees of $6,000 and $9,000 respectively (October 31, 2024 - $6,000 and $8,000 respectively) to the Interim Chief Executive Officer of the Company. 5. Segmented Disclosure The Company has one reportable business segment, being the completion of a Qualifying Transaction. All assets are held in Canada. 6. Financial Instruments and Risk Management Financial Risks The Company’s financial instruments are exposed to certain financial risks. The risk exposures and the impact on the Company's financial instruments as at October 31, 2025, are summarized below. (a) Credit Risk The credit risk exposure on cash is limited to its carrying amount at the date of the statement of financial position. Cash is held as cash deposits with a creditworthy bank. (b) Liquidity Risk Liquidity risk arises from the Company’s general and capital financing needs. The Company manages liquidity risk by attempting to maintain sufficient cash balances. Liquidity requirements are managed based on expected cash flows to ensure that there is sufficient capital in order to meet short-term obligations. All of the Company’s financial liabilities have maturities of one year or less. The carrying values of the Company’s accounts payable and accrued liabilities on the statement of financial position equal their contractual cash flows. Shellron Capital Ltd. Notes to the Condensed Interim Financial Statements (Unaudited) For the Six Months Ended October 31, 2025 (Expressed in Canadian Dollars, except where noted) - 10 - 6. Financial Instruments and Risk Management – continued (c) Market Risks (i) Foreign Currency Risk Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company’s functional and reporting currency is the Canadian dollar. As at October 31, 2025 and April 30, 2025, the Company is not exposed to significant foreign currency risk. (ii) Interest Rate Risk The Company does not have any interest bearing debt and is therefore not exposed to interest rate risk. Fair Values Fair value measurements are classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The fair value hierarchy has the following levels: 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 values of the Company’s financial instruments, which include cash, accounts payable and accrued liabilities, and other liabilities, approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Financial Instrument Measurement Method Associated Risks Fair value at October 31, 2025 ($) Cash FVTPL1 (Level 1) Credit and currency 19,565 Accounts payable and accrued liabilities Amortized cost Currency (23,365) Other liabilities Amortized cost Liquidity (50,000) (53,800) 1Fair value though profit or loss 7. 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 a Qualifying Transaction and to maintain a flexible capital structure for its projects for the benefit of --- its stakeholders. As the Company is in the startup stage, its principal source of funds is from the issuance of common shares. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. The proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investment, to obtain shareholder approval, if applicable, for a proposed Qualifying Transaction by the Company as defined under the Exchange Policy 2.4, to cover reasonable expenses relating to the IPO and a maximum of $3,000 per month to cover prescribed administrative and general expenses of the Company. These restrictions apply until completion of a Qualifying Transaction by the Company. The Company currently is not subject to other externally imposed capital requirements. Shellron Capital Ltd. Notes to the Condensed Interim Financial Statements (Unaudited) For the Six Months Ended October 31, 2025 (Expressed in Canadian Dollars, except where noted) - 11 - 8. Qualifying Transaction On June 4, 2025, the Company entered into a share exchange agreement (the “Agreement”) with SPX Management Limited (“SPX”) for the purpose of effecting a Qualifying Transaction (the “Transaction”). Upon closing of the Transaction, the Company will issue an aggregate of 10 common shares in the capital of the Company (“Shellron Shares”) for each common share in the capital of SPX (“SPX Shares”) held, each at a deemed value of $0.20 per Shellron Share (the “Exchange Ratio”), including any SPX Shares issued pursuant to the Concurrent Financing (as defined below). The existing shareholders of SPX are expected to own a majority of the outstanding Shellron Shares after completion of the Transaction and the Company will be renamed to such name as mutually agreed to both parties. Prior to or concurrently with the closing of the Transaction, the parties intend to complete commercially reasonable efforts brokered private placement (the “Concurrent Financing”) between $6,550,000 and $10,000,000 in aggregate gross proceeds. Upon the execution of the definitive agreement for the Transaction, SPX agreed to provide a non-refundable advance to Shellron of $50,000 (the “Advance”), which has been completed. If the Agreement is terminated by SPX, involves misrepresentation, breach, or non-performance by Shellron, the Advance will convert into a loan with 4% annual interest and become refundable to SPX. This loan will mature 12 months after the termination date. On November 25, 2025, the Company had entered into an amending agreement dated November 25, 2025 (the “Amendment”) to the definitive share purchase agreement dated June 4, 2025 with SPX. Pursuant to the Amendment, the outside date for completion of the Transaction had been extended from November 30, 2025 to January 31, 2026, provided that Shellron retains a right of termination in the event that certain milestones related to the Transaction are not met within certain timelines, including the completion of audited financial statements for SPX, receipt of subscriptions for at least $3,000,000 in the Concurrent Financing, and submission of a filing statement containing details regarding each of Shellron and SPX the Transaction, as required by the policies of the TSX-V. As consideration for the extension of the outside date, SPX agreed to pay Shellron a further non-refundable deposit of $25,000 on or befor --- e January 6, 2026.