SEDAR Interim Financial Statements

Condensed Consolidated Interim Financial Statements of Vertex Resource Group Ltd. September 30, 2025 (Unaudited) Notice to Reader: As required by National Instrument 51-102, Part 4, subsection 4.3(3)(a), readers are advised that the Company’s independent auditors have not performed a review of these condensed consolidated interim financial statements. Vertex Resource Group Ltd. September 30, 2025 Table of contents Condensed consolidated interim statements of financial position ............................................................................................. 1 Condensed consolidated interim statements of net (loss) income and comprehensive (loss) income ........................ 2 Condensed consolidated interim statements of changes in shareholders’ equity ................................................................ 3 Condensed consolidated interim statements of cash flows ............................................................................................................ 4 Notes to the condensed consolidated interim financial statements .................................................................................... 5-11 Vertex Resource Group Ltd. Condensed consolidated interim statements of financial position (in thousands of Canadian dollars) (unaudited) Page 1 September 30, December 31, As at Notes 2025 2024 Assets Current assets Cash 2,514 11,628 Accounts receivable 3 46,741 44,473 Contract assets 542 84 Inventories 3,658 3,985 Prepaid expenses and deposits 4,285 4,597 57,740 64,767 Property and equipment 71,922 79,163 Right of use assets 30,708 36,265 Intangible assets 4,824 5,834 Goodwill 25,674 25,674 Deferred income taxes 5,980 5,753 196,848 217,456 Liabilities Current liabilities Bank indebtedness 4,907 9,454 Accounts payable and accrued liabilities 4 31,966 29,147 Contract liabilities 620 942 Current portion of loans and borrowings 5, 9 61,739 12,096 Current portion of lease liabilities 9 7,515 8,778 Current portion of other liabilities - 1,000 106,747 61,417 Loans and borrowings 5, 9 5,512 58,123 Lease liabilities 9 17,735 22,046 Convertible debenture 9 12,942 12,942 Deferred income taxes 971 2,928 143,907 157,456 Shareholders' Equity Common shares 89,543 89,543 Contributed surplus 7,162 7,109 Accumulated other comprehensive loss (341) (26) Deficit (43,423) (36,626) 52,941 60,000 196,848 217,456 The accompanying notes are an integral part of these condensed consolidated interim financial statements. Vertex Resource Group Ltd. Condensed consolidated interim statements of net (loss) income and comprehensive (loss) income (in thousands of Canadian dollars) (unaudited) Page 2 Notes 2025 2024 2025 2024 Gross revenue 54,047 62,405 164,709 179,295 Less flow through subcontractor costs 3,607 126 12,917 1,808 Net revenue 50,440 62,279 151,792 177,487 Direct costs (1) 37,658 44,713 116,068 130,054 Profit margin 12,782 17,566 35,724 47,433 General and administrative expenses 5,602 5,642 16,952 18,562 Depreciation and amortization 6,690 6,994 18,571 19,290 Finance costs 6 1,968 2,894 6,281 8,482 Impairment - - 2,707 - Share-based compensation 18 59 53 178 (Loss) income before income taxes (1,496) 1,977 (8,840) 921 Income tax (recovery) expense (326) 464 (2,043) 216 (1,170) 1,513 (6,797) 705 Other comprehensive income (loss) Foreign currency translation adjustment, net of tax 187 (3) (315) (4) (983) 1,510 (7,112) 701 Basic and diluted 7 (0.01) 0.02 (0.06) 0.01 (1) Direct costs do not include depreciation. The ac --- companying notes are an integral part of these condensed consolidated interim financial statements. Nine months ended Net (loss) income for the period (Loss) earnings per share Three months ended September 30, September 30, Total comprehensive (loss) income for the period, net of tax Vertex Resource Group Ltd. Condensed consolidated interim statements of changes in shareholders’ equity (in thousands of Canadian dollars) (unaudited) Page 3 Notes Common shares Contributed surplus Accumulated other comprehensive income (loss) Deficit Total shareholders' equity Balance, as at December 31, 2023 91,514 5,872 13 (30,492) 66,907 Net income for the period - - - 705 705 Share-based compensation - 178 - - 178 Repurchase of shares (1,971) 991 - - (980) Foreign currency translation adjustment, net of tax - - (4) - (4) Balance, as at September 30, 2024 89,543 7,041 9 (29,787) 66,806 Balance, as at December 31, 2024 89,543 7,109 (26) (36,626) 60,000 Net loss for the period - - - (6,797) (6,797) Share-based compensation - 53 - - 53 Foreign currency translation adjustment, net of tax - - (315) - (315) Balance, as at September 30, 2025 89,543 7,162 (341) (43,423) 52,941 The accompanying notes are an integral part of these condensed consolidated interim financial statements. Vertex Resource Group Ltd. Condensed consolidated interim statements of cash flows (in thousands of Canadian dollars, except per share amounts) (unaudited) Page 4 Notes 2025 2024 2025 2024 Operating activities Net (loss) income for the period (1,170) 1,513 (6,797) 705 Adjustments for: Depreciation and amortization 6,690 6,994 18,571 19,289 Finance costs 6 1,968 2,894 6,281 8,482 Impairment - - 2,707 - 235 (34) 227 (115) Income tax (recovery) expense (352) 464 (2,078) 216 18 59 53 178 7,389 11,890 18,964 28,755 9 (1,666) (2,190) (2,336) 1,026 Cash provided by operating activities 5,723 9,700 16,628 29,781 Investing activities Purchase of property and equipment (1,858) (1,493) (5,279) (10,250) 602 624 1,810 2,067 9 - 172 - (80) Cash used in investing activities (1,256) (697) (3,469) (8,263) Financing activities Proceeds from loans and borrowings 9 367 1,012 5,561 18,194 Repayments of loans and borrowings 9 (2,613) (3,585) (8,674) (10,292) Principal payments of lease liabilities 9 (2,252) (7,335) (8,464) (17,416) (1,353) (2,224) (4,458) (6,357) Repayments of other liabilities (336) (349) (1,017) (1,257) Financing charges (147) (41) (294) (291) Repurchase of common shares - - - (980) 9 (495) (230) 30 278 Cash used in financing activities (6,829) (12,752) (17,316) (18,121) Effect of foreign currency translation on cash (292) (3) (410) (4) (Decrease) increase in cash (2,654) (3,752) (4,567) 3,393 Cash (bank indebtedness) (1), beginning of the period 261 5,135 2,174 (2,010) (2,393) 1,383 (2,393) 1,383 Comprised of: Cash 2,514 1,383 2,514 1,383 Bank indebtedness (4,907) - (4,907) - (2,393) 1,383 (2,393) 1,383 The accompanying notes are an integral part of these condensed consolidated interim financial statements. Cash, end of period (1) (Bank indebtedness) cash includes bank overdrafts that are repayble on demand and form an integral part of cash management. Three months ended September 30, September 30, Nine months ended Changes in non-cash operating working capital items Share-based compensation Proceeds from disposal of property and equipment Loss (gain) on disposal of property and equipment Changes in non-cash investing working capital items Changes in non-cash financing working capital i --- tems Interest paid Vertex Resource Group Ltd. Notes to the condensed consolidated interim financial statements September 30, 2025 (in thousands of Canadian dollars, except per share amounts) (unaudited) Page 5 1. Description of business Vertex Resource Group Ltd. (“the Company”) is a publicly listed company on the TSX Venture Exchange (“TSXV”) trading under the symbol VTX and maintains its head office in Sherwood Park, Alberta, Canada. The Company provides environmental consulting and support services to a diverse clientele across Canada and in select locations in the United States. 2. Basis of preparation a) Statement of compliance The Company prepares its annual consolidated financial statements in accordance with International Financial Reporting Standards (IFRS). These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (IAS 34). The condensed consolidated interim financial statements were approved by the Board of Directors on November 12, 2025. These condensed consolidated interim financial statements should be read in conjunction with the Company’s most recent annual financial statements as the accounting policies applied by the Company in these condensed consolidated interim financial statements are the same as those disclosed therein. b) Significant accounting policies These condensed consolidated interim financial statements have been prepared using the same accounting policies and methods of computation as the annual audited consolidated financial statements of the Company for the year ended December 31, 2024. 3. Accounts receivable September 30, December 31, 2025 2024 Trade accounts receivable 41,006 40,129 Accrued receivables 5,798 4,602 Other receivables 789 521 Less: allowance for expected credit losses (852) (779) 46,741 44,473 4. Accounts payable and accrued liabilities September 30, December 31, 2025 2024 Trade accounts payable 24,050 21,112 Employee related accounts payable 3,125 3,083 Accrued liabilities 4,791 4,952 31,966 29,147 Vertex Resource Group Ltd. Notes to the condensed consolidated interim financial statements September 30, 2025 (in thousands of Canadian dollars, except per share amounts) (unaudited) Page 6 5. Loans and borrowings Non- Non- Current current Total Current current Total Secured Revolving loan 31,500 - 31,500 - 29,000 29,000 Syndicate term loan 23,743 - 23,743 4,461 22,627 27,088 Equipment loans 5,248 5,512 10,760 5,245 6,393 11,638 Co-lend term loan 1,042 - 1,042 1,979 - 1,979 Working capital loan 206 - 206 411 103 514 Total borrowings 61,739 5,512 67,251 12,096 58,123 70,219 December 31, 2024 September 30, 2025 At September 30, 2025, the Company was in compliance with the terms and covenants of its lending agreements. The maturity date of the secured syndicate facilities is the earlier of: (a) six months prior to the maturity of the Company’s convertible debenture on March 7, 2027, (i.e. September 7, 2026), or (b) May 31, 2027. Given that September 7, 2026, falls within twelve months of the reporting date, the revolving loan and syndicate term loan have been presented as current liabilities. Management is in discussion with the convertible debenture holder regarding a maturity date extension. Principal payments Scheduled principal payments for the co-lend term loan, subordinate working capital loan, equipment loans, revolving loan and syndicate term loan, assuming they continue until maturit --- y, within the next five years are as follows: Working capital and co-lend Equipment Revolving Term Due Within term loans loans loan loan Total One year 1,248 4,370 31,500 23,743 60,861 Two years - 3,697 - - 3,697 Three years - 2,352 - - 2,352 Four years - 341 - - 341 1,248 10,760 31,500 23,743 67,251 Vertex Resource Group Ltd. Notes to the condensed consolidated interim financial statements September 30, 2025 (in thousands of Canadian dollars, except per share amounts) (unaudited) Page 7 6. Finance costs 2025 2024 2025 2024 Interest on loans and borrowings 1,050 1,920 3,555 5,394 Interest accretion on lease liabilities 417 607 1,369 1,883 300 300 900 900 Financing and bank charges 198 51 440 247 Interest accretion on other liabilities 3 16 17 58 1,968 2,894 6,281 8,482 Interest on convertible debenture Three months ended Nine months ended September 30, September 30, 7. Earnings per share 2025 2024 2025 2024 Numerator: Net (loss) income for the period (1,170) 1,513 (6,797) 705 Denominator: Weighted average shares outstanding - basic & diluted 112,026,890 112,026,890 112,026,890 112,636,614 (Loss) earnings per share - basic and diluted (0.01) 0.02 (0.06) 0.01 September 30, September 30, Three months ended Nine months ended In calculating the loss per share for the three and nine-months period ended September 30, 2025, the Company excluded 3,840,000 options and the impact of the convertible debenture fully converted to common shares of 23,076,923 (three and nine-month periods ended September 30, 2024 – 4,065,000 options, 23,076,923 convertible debenture), as the impact was anti-dilutive. 8. Related party transactions All related party transactions are in the normal course of business and are on terms that are similar to those that would be adopted if the parties were dealing at arm’s length. Related party transactions include transactions with other private companies that are controlled by a director or officer. At September 30, 2025, lease liabilities include $0.4 million (September 30, 2024 - $2.9 million) of liabilities relating to facility leases with an officer of the Company. Principal payments of unsecured lease liabilities and associated interest accretion for the three-month period ended September 30, 2025 were $0.1 million (three months ended September 30, 2024 - $0.2 million) and for the nine-months ended September 30, 2025 were $0.4 million (nine-months ended September 30, 2024 - $0.7 million). Vertex Resource Group Ltd. Notes to the condensed consolidated interim financial statements September 30, 2025 (in thousands of Canadian dollars, except per share amounts) (unaudited) Page 8 9. Supplemental cash flow information 2025 2024 2025 2024 Changes in non-cash working capital: Accounts receivable (923) (4,285) (2,268) 8,020 Contract assets 21 62 (458) (853) Inventories 244 307 327 116 Prepaid expenses and deposits 96 (60) 312 (1,218) Accounts payable and accrued liabilities (1,522) 1,625 103 (4,057) Contract liabilities (77) 103 (322) (784) Changes in non-cash working capital (2,161) (2,248) (2,306) 1,224 Changes in non-cash working capital items from: Operating activities (1,666) (2,190) (2,336) 1,026 Investing activities - 172 - (80) Financing activities (495) (230) 30 278 Three months ended Nine months ended September 30, September 30, The table below reconciles the movement of financial liabilities to cash flows arising from financing activities: Convertible debenture Lease liabilities Loans and borrowings As at December 31, --- 2024 12,942 30,824 70,219 Changes from financing cash flows: Proceeds - - 5,561 Repayments - (8,464) (8,674) Interest paid (900) - (3,555) Total changes from financing cash flows: (900) (8,464) (6,668) Additions during year - 1,521 - Interest expense/accretion during the year 900 1,369 3,555 - - 145 As at September 30, 2025 12,942 25,250 67,251 Amortization of deferred debt costs 10. Segmented information The Company has two reportable segments described as Engineering and Environmental Consulting (“Environmental Consulting”) and Environmental Services. The accounting policies and practices for each of the segments are the same as those described in Note 2. There are no significant inter-segment transactions. Segment capital expenditures are the total costs incurred during the year to acquire property and equipment and intangible assets. a) Environmental Consulting consists of a variety of services related to assisting its clients to meet internal environmental standards, environmental legislation and related environmental compliance Vertex Resource Group Ltd. Notes to the condensed consolidated interim financial statements September 30, 2025 (in thousands of Canadian dollars, except per share amounts) (unaudited) Page 9 requirements. These services span multiple industries including energy, mining, utilities, forestry, private development, public infrastructure, telecommunications and government. More specifically, these services include advisory services related to new capital expenditure and asset development, environmental consulting and monitoring on existing assets, emission management solutions, sub- surface engineering, facility engineering, asset retirement and land reclamation services. b) Environmental Services consists of a variety of services related to transportation; removal, storage and disposal of materials; and maintenance of facilities, in an environmentally safe manner. Services include fluid management and logistics, waste and recycling, industrial cleaning and maintenance, hydro- excavating, and site services for various industries including energy, telecommunications, public sector, utilities, mining and agriculture. c) The “Corporate” segment is comprised of intersegment eliminations and corporate costs. Environmental Consulting Environmental Services Inter-segment Elimination Corporate Total Profit (loss) before tax 2,232 (1,561) - (2,167) (1,496) Gross revenue 16,865 36,793 - 389 54,047 Inter-segment revenue 50 616 (666) - - Less flow through subcontractor costs (515) (3,092) - - (3,607) Net revenue 16,400 34,317 (666) 389 50,440 Other items of expenses: - - - - - Depreciation and amortization 610 6,022 - 58 6,690 Finance costs 296 1,634 - 38 1,968 Other information Expenditures for additions to : Property and equipment 122 1,625 - 111 1,858 For the three month period ended September 30, 2025 Environmental Consulting Environmental Services Inter-segment Elimination Corporate Total Profit (loss) before tax 2,212 2,434 - (2,602) 2,044 Gross revenue 15,133 47,269 - 3 62,405 Inter-segment revenue 261 1,751 (2,012) - - Less flow through subcontractor costs (126) - - - (126) Net revenue 15,268 49,020 (2,012) 3 62,279 Other items of expenses: - - - - - Depreciation and amortization 428 6,499 - 67 6,994 Finance costs 121 1,882 - 891 2,894 Other information Expenditures for additions to : Property and equipment 3 1,698 - 66 1,767 For the three month period ended September 30, 2024 Vertex Resource Group Ltd. Notes to the --- condensed consolidated interim financial statements September 30, 2025 (in thousands of Canadian dollars, except per share amounts) (unaudited) Page 10 Environmental Consulting Environmental Services Inter-segment Elimination Corporate Total Profit (loss) before tax 4,363 (4,982) - (8,221) (8,840) Gross revenue 46,812 116,961 - 936 164,709 Inter-segment revenue 212 2,278 (2,490) - - Less flow through subcontractor costs (1,377) (11,540) - - (12,917) Net revenue 45,647 107,699 (2,490) 936 151,792 Other items of expenses: Depreciation and amortization 1,835 16,562 - 174 18,571 Impairment - 2,707 - - 2,707 Finance costs 856 3,597 - 1,828 6,281 Other information Expenditures for additions to : Property and equipment 210 4,690 - 379 5,279 For the nine month period ended September 30, 2025 Environmental Consulting Environmental Services Inter-segment Elimination Corporate Total Profit (loss) before tax 3,778 6,099 - (8,956) 921 Gross revenue 44,378 134,684 - 233 179,295 Inter-segment revenue 626 3,208 (3,834) - - Less flow through subcontractor costs (1,808) - - - (1,808) Net revenue 43,196 137,892 (3,834) 233 177,487 Other items of expenses: Depreciation and amortization 1,529 17,574 - 187 19,290 Finance costs 303 4,697 - 3,482 8,482 Other information Expenditures for additions to : Property and equipment 112 9,892 - 246 10,250 For the nine month period ended September 30, 2024 Vertex Resource Group Ltd. Notes to the condensed consolidated interim financial statements September 30, 2025 (in thousands of Canadian dollars, except per share amounts) (unaudited) Page 11 As at September 30, 2025 Environmental Consulting Environmental Services Corporate Total Goodwill and intangible assets 20,827 9,671 - 30,498 Total assets 53,980 137,897 4,971 196,848 Total liabilities 11,961 64,416 67,530 143,907 As at December 31, 2024 Goodwill and intangible assets 20,892 10,616 - 31,508 Total assets 57,340 145,812 14,304 217,456 Total liabilities 15,723 68,744 72,989 157,456 Gross Revenue 2025 2024 2025 2024 Canada 48,543 58,808 149,503 165,293 United States 5,504 3,497 15,206 14,002 54,047 62,305 164,709 179,295 September 30 December Non-current assets 2025 2024 Canada 129,490 141,475 United States 9,618 11,214 139,108 152,689 For the nine month period ended September 30, As at For the three month period ended September 30,