SEDAR Interim Financial Statements

IRVING RESOURCES INC. CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED NOVEMBER 30, 2025 (Unaudited) (Expressed in Canadian Dollars) 6 IRVING RESOURCES INC. Condensed Interim Consolidated Statements of Financial Position (Unaudited) (Expressed in Canadian Dollars) AS AT November 30, 2025 February 28, 2025 ASSETS Current assets Cash $ 1,901,095 $ 3,087,356 Receivables (Notes 5 & 9) 356,822 762,606 Prepaids 132,963 165,138 2,390,880 4,015,100 Prepaids 38,171 52,272 Property and equipment (Note 7) 1,718,998 1,965,330 Investment in associate (Note 9) 2,255,150 714,892 Exploration and evaluation assets (Note 8) 40,284,530 40,050,138 $ 46,687,729 $ 46,797,732 LIABILITIES & SHAREHOLDERS’ EQUITY Current liabilities Accounts payable and accrued liabilities $ 243,035 $ 208,118 Advance from option partner (Note 8) 12,014 592,726 Lease liabilities (Note 6) 77,484 110,944 332,533 911,788 Non-current liabilities Lease liabilities (Note 6) 23,397 46,527 Total liabilities 355,930 958,315 Shareholders’ equity Share capital (Note 10) 62,708,680 61,402,773 Reserves (Note 10) 10,172,692 10,077,948 Accumulated deficit (26,549,573) (25,641,304) 46,331,799 45,839,417 $ 46,687,729 $ 46,797,732 Nature and Continuance of Operations (Note 1) On behalf of the Board: “Akiko Levinson” Director “Quinton Hennigh” Director The accompanying notes are an integral part of these condensed interim consolidated financial statements. 7 IRVING RESOURCES INC. Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Unaudited) (Expressed in Canadian Dollars) Three Months Ended Nine Months Ended November 30, 2025 November 30, 2024 November 30, 2025 November 30, 2024 EXPENSES Consulting fees (Note 11) $ 131,003 $ 84,515 $ 451,940 $ 291,266 Depreciation (Note 7) 40,147 39,882 124,763 117,962 Directors fees 3,000 - 3,000 - Foreign exchange loss (gain) 61,496 (80,254) 164,063 (109,872) Insurance 10,298 7,218 27,457 21,654 Interest expense on lease liabilities (Note 6) 2,961 3,461 10,669 11,330 Investor relations 19,426 15,787 65,585 26,585 Management fees (Note 11) 18,000 18,000 54,000 54,000 Office and miscellaneous 16,081 10,999 45,434 33,992 Professional fees 66,849 95,369 312,332 272,549 Regulatory fees 13,564 13,770 54,404 49,953 Salaries and benefits 1,044 1,966 3,514 6,015 Shareholder costs - 54 9,631 8,205 Share-based compensation (Note 10) 89,819 40,894 94,744 239,058 Telephone 1,503 5,323 5,869 15,894 Transfer agent 4,080 4,861 21,918 17,875 Travel and promotion 22,795 14,168 123,160 54,758 Operating expenses (502,066) (276,013) (1,572,483) (1,111,224) Gain (Loss) on disposal of assets 74 - (7,702) - Interest income 398 8,659 5,085 38,071 Other income 222,030 447,160 661,273 482,910 Recovery (Write off) of exploration and evaluation assets (Note 8) (23,009) - 5,558 - 199,493 455,819 664,214 520,981 Loss and comprehensive loss for the period $ (302,573) $ 179,806 $ (908,269) $ (590,243) Basic and diluted loss per common share $ (0.00) $ (0.00) $ (0.01) $ (0.01) Basic and diluted weighted average number of common shares outstanding 83,355,640 75,946,075 80,980,476 75,807,252 The accompanying notes are an integral part of these condensed interim consolidated financial statements. 8 IRVING RESOURCES INC. Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) (Expressed in Canadian Dollars) Number of Shares Share Capital Share Based Payment Reserves Accumulated Deficit Total Shareholders' Equity Balance, --- February 29, 2024 73,950,640 $ 60,329,147 $ 9,807,044 $ (20,587,393) $ 49,548,798 Private placements 2,740,000 1,096,000 - - 1,096,000 Share issue costs - (22,374) - - (22,374) Share-based compensation - - 239,058 - 239,058 Net loss for the period - - - (590,243) (590,243) Balance, November 30, 2024 76,690,640 $ 61,402,773 $ 10,046,102 $ (21,177,636) $ 50,271,239 Balance, February 28, 2025 76,690,640 $ 61,402,773 $ 10,077,948 $ (25,641,304) $ 45,839,417 Private placements 6,665,000 1,333,000 - - 1,333,000 Share issue costs - (27,093) - - (27,093) Share-based compensation - - 94,744 - 94,744 Net loss for the period - - - (908,269) (908,269) Balance, November 30, 2025 83,355,640 $ 62,708,680 $ 10,172,692 $ (26,549,573) $ 46,331,799 The accompanying notes are an integral part of these condensed interim consolidated financial statements. IRVING RESOURCES INC. Condensed Interim Consolidated Statements of Cash Flows (Unaudited) (Expressed in Canadian Dollars) 9 Supplemental disclosure with respect to cash flows (Note 12) The accompanying notes are an integral part of these condensed interim consolidated financial statements. Nine Months Ended November 30, 2025 November 30, 2024 CASH FLOWS FROM OPERATING ACTIVITIES Loss for the period $ (908,269) $ (590,243) Adjustments Depreciation 124,763 117,962 Interest expense on lease liabilities 10,669 11,330 Share-based compensation 94,744 239,059 Recovery of exploration and evaluation assets (5,558) - Foreign exchange - (79,990) Change in non-cash working capital items: Receivables 405,784 (222,164) Prepaids 46,276 (725,468) Accounts payable and accrued liabilities (170,764) (5,884) Advances from JV partners - 2,617,800 Net cash used in operating activities (402,355) (1,362,402) CASH FLOWS FROM FINANCING ACTIVITIES Common shares issued 1,333,000 1,096,000 Share issuance costs (27,093) (22,374) Payment of lease liabilities (110,729) (94,360) Net cash provided by financing activities 1,195,178 979,266 CASH FLOWS FROM INVESTING ACTIVITIES Exploration and evaluation assets, net of recoveries (426,246) (2,454,007) Acquisition of equipment (16,910) - Investment in associate (1,540,258) - Net cash used in investing activities (1,983,414) (2,454,007) Effect of foreign exchange on cash 4,330 (5,784) Change in cash during the period (1,186,261) (118,123) Cash, beginning of the period 3,087,356 4,734,900 Cash, end of the period $ 1,901,095 $ 4,616,777 IRVING RESOURCES INC. Notes to the Condensed Interim Consolidated Financial Statements For the period ended November 30, 2025 (Unaudited) (Expressed in Canadian Dollars) 10 1. NATURE AND CONTINUANCE OF OPERATIONS Irving Resources Inc. (the “Company” or “Irving”) was incorporated under the Business Corporations Act (British Columbia) on August 28, 2015 and is listed for trading on the Canadian Securities Exchange (“CSE”) under the symbol “IRV”. The Company is a junior resource exploration company that is involved in the acquisition and exploration of mineral properties. The Company’s corporate office is located at 999 Canada Place, Suite 404, Vancouver, BC V6C 3E2. These condensed interim consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business in the foreseeable future. As at November 30, 2025, the Company had working capital of $2,058,347 (February 28, 2025 – $3,103,312), had not yet achieved profitable operations and had --- accumulated a deficit of $26,549,573 since its inception and will require additional funding to maintain its operations. These events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. 2. BASIS OF PREPARATION a) Statement of Compliance These condensed interim consolidated financial statements are prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting under IFRS Accounting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). These condensed interim consolidated financial statements follow the same accounting policies and methods of application as the Company’s most recent annual financial statements but do not contain all of the information required for full annual financial statements. Accordingly, these condensed interim consolidated financial statements should be read in conjunction with the Company’s annual financial statements for the year ended February 28, 2025. b) Basis of Measurement These condensed interim consolidated financial statements have been prepared on a historical cost basis except for financial instruments measured at their fair value. In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information. The preparation of interim condensed financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving a higher degree of judgement of complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4. c) Approval of the Condensed Interim Consolidated Financial Statements These condensed interim consolidated financial statements were reviewed by the Audit Committee and authorized for issue by the Board of Directors on January 26, 2026. IRVING RESOURCES INC. Notes to the Condensed Interim Consolidated Financial Statements For the period ended November 30, 2025 (Unaudited) (Expressed in Canadian Dollars) 11 2. BASIS OF PREPARATION (cont’d) Principles of consolidation The condensed interim consolidated financial statements include the financial statements of the parent company, Irving Resources Inc., and its subsidiaries listed below: Jurisdiction Nature of Operation Equity Interest Irving Resources Japan GK (“Irving GK”) Japan Exploration 100% NIRV Resources GK (“NIRV GK”) Japan Exploration 100% Spring Take Limited (“STL”) Tanzania, Africa Exploration 100% Spring Stone Mining Corporation (“SSM”) BC, Canada Holding 100% Spring Stone Exploration Inc. (“SSE”) BC, Canada Holding 100% All inter-company balances and transactions have been eliminated on consolidation. 3. MATERIAL ACCOUNTING POLICY INFORMATION New accounting standards not yet adopted IFRS 18 Presentation and Disclosure in Financial Statements, which will replace IAS 1, Presentation of Financial Statements aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Sta --- tement of Cash Flows. IFRS 18 is effective from 1 January 2027. Companies are permitted to apply IFRS 18 before that date. The Company is currently assessing the impact the new standard will have on its consolidated financial statements. 4. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The effect of a change in an accounting estimate is recognized prospectively by including it in comprehensive income in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both. Significant assumptions about the future and other sources of estimation uncertainty that management has made at the statement of financial position date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following: a) Exploration and evaluation expenditures 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 IRVING RESOURCES INC. Notes to the Condensed Interim Consolidated Financial Statements For the period ended November 30, 2025 (Unaudited) (Expressed in Canadian Dollars) 12 4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (cont’d) a) Exploration and evaluation expenditures (cont’d) may be based on assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. If, after expenditures are capitalized, information becomes available suggesting that the recovery of expenditures is unlikely, the amount capitalized is written off in profit or loss in the period the new information becomes available. b) Share-based payment transactions The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share- based payment transactions are discussed in Note 10. c) Income taxes Significant judgement is required in determining the provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Company recognizes liabilities and contingencies for anticipated tax audit issues based on the Company’s current understanding of the tax law. For matters where it is probable that an adjustment will be made, the Company records its best estimate of the tax liability including the related interest an --- d penalties in the current tax provision. Management believes they have adequately provided for the probable outcome of these matters; however, the final outcome may result in a materially different outcome than the amount included in the tax liabilities. In addition, the Company recognizes deferred tax assets relating to tax losses carried forward to the extent there are sufficient taxable temporary differences (deferred tax liabilities) relating to the same taxation authority and the same taxable entity against which the unused tax losses can be utilized. However, utilization of the tax losses also depends on the ability of the taxable entity to satisfy certain tests at the time the losses are recouped. d) Significant influence over associate Management deems the Company to have significant influence over an associate when the Company is able to influence the financial and operating decisions of the associate. The Company has determined that its investment in a joint venture company as outlined in Note 9 is an investment in associate. e) Going concern The Company’s assessment of its ability to continue as a going concern requires significant judgments about whether there are material uncertainties that may cast significant doubt about the Company’s ability to continue as a going concern. IRVING RESOURCES INC. Notes to the Condensed Interim Consolidated Financial Statements For the period ended November 30, 2025 (Unaudited) (Expressed in Canadian Dollars) 13 5. RECEIVABLES The Company’s receivables arise mainly from receivable from investment in associate and goods and services tax due from Canadian government taxation authorities. Nine months ended November 30, 2025 Year ended February 28, 2025 Other receivables $ 11,452 $ 4,012 Receivable from investment in associate (Note 9) 345,370 758,594 Total 356,822 762,606 6. LEASES The Company has various leases for equipment, housing and office space. The leases are treated as right-of- use assets and included in Property and Equipment. The lease liability is presented as a separate line in the condensed interim consolidated statements of financial position. The related payments are recognized as an expense in the period in which the payment occurs and are included in the condensed interim consolidated statements of loss and comprehensive loss. Nine months ended November 30, 2025 Year ended February 28, 2025 Opening balance $ 157,471 $ 215,936 Additions 43,470 112,557 Lease payments made (110,729) (119,993) Interest expense on lease liabilities 10,669 15,393 Foreign exchange adjustment - (66,422) 100,881 157,471 Less: current portion (77,484) (110,944) Long-term portion $ 23,397 $ 46,527 The present value of the monthly lease payments was calculated using the financing rate of 10%. The remaining minimum future lease payments, excluding estimated operating costs, for the term of the lease including assumed renewal periods are as follows: $ Fiscal 2026 47,331 Fiscal 2027 119,993 Fiscal 2028 110,729 IRVING RESOURCES INC. Notes to the Condensed Interim Consolidated Financial Statements For the period ended November 30, 2025 (Unaudited) (Expressed in Canadian Dollars) 14 7. PROPERTY AND EQUIPMENT AND RIGHT OF USE ASSETS Right of Use Assets Machinery and equipment Computer equipment Office furniture and fixtures Total Cost Balance, February 29, 2024 $ 343,907 $ 2,581,562 $ 45,277 $ 16,007 $ 2,986,753 Disposals (175,788) (72,035) - (513) (248,336) Additions 112,339 - 3,452 - 115,791 Balance, Februa --- ry 28, 2025 $ 280,458 $ 2,509,527 $ 48,729 $ 15,494 $ 2,854,208 Disposals (8,444) (19,851) (23,900) 2,942 (49,253) Additions 24,315 16,910 - - 41,225 Balance, November 30, 2025 $ 296,329 $ 2,506,586 $ 24,829 $ 18,436 $ 2,846,180 Accumulated depreciation Balance, February 29, 2024 $ 163,088 $ 567,019 $ 25,694 $ 7,328 $ 763,129 Disposals (148,801) - - - (148,801) Additions 115,612 149,651 8,647 640 274,550 Balance, February 28, 2025 $ 129,899 $ 716,670 $ 34,341 $ 7,968 $ 888,878 Disposals (28,177) (11,966) (23,900) - (64,043) Additions 99,002 196,873 5,485 987 302,347 Balance, November 30, 2025 $ 200,724 $ 901,577 $ 15,926 $ 8,955 $ 1,127,182 Carrying amounts At February 28, 2025 $ 150,559 $ 1,792,857 $ 14,388 $ 7,526 $ 1,965,330 At November 30, 2025 $ 95,604 $ 1,605,009 $ 8,903 $ 9,481 $ 1,718,998 IRVING RESOURCES INC. Notes to the Condensed Interim Consolidated Financial Statements For the period ended November 30, 2025 (Unaudited) (Expressed in Canadian Dollars) 15 8. EXPLORATION AND EVALUATION ASSETS The following expenditures were incurred on the Company’s exploration and evaluation assets: Nine months ended November 30, 2025 Omu Property Other Properties Total Opening balance, February 28, 2025 $ 39,709,001 $ 341,137 $ 40,050,138 Additions: Assays and sampling 63,497 - 63,497 Consulting/management/administration 230,800 - 230,800 Drilling related 572,737 - 572,737 Geophysics/other engineering studies 83,032 3,842 86,874 Materials and supplies 42,964 - 42,964 Staking and claims registration 40,626 10,442 51,068 Travel and transportation 41,657 1,299 42,956 Recovery (885,071) - (885,071) 190,242 15,583 205,825 Less: recovery of deferred exploration costs - 28,567 28,567 Total, exploration and evaluation assets, November 30, 2025 $ 39,899,243 $ 385,287 $ 40,284,530 Year ended February 28, 2025 Omu Property Other Properties Total Opening balance, February 29, 2024 $ 39,173,779 $ 3,838,806 $ 43,012,585 Additions: Assays and sampling 30,948 29,662 60,610 Consulting/management/administration 422,105 342,489 764,594 Drilling related 327,661 87,806 415,467 Geophysics/other engineering studies 4,743 3,690 8,433 Materials and supplies 60,560 193,200 253,760 Staking and claims registration 55,379 33,849 89,228 Travel and transportation 40,230 79,613 119,843 Recovery (406,404) - (406,404) 535,222 770,309 1,305,531 Less: write-down of deferred exploration costs - (4,267,978) (4,267,978) Total, exploration and evaluation assets, February 28, 2025 $ 39,709,001 $ 341,137 $ 40,050,138 IRVING RESOURCES INC. Notes to the Condensed Interim Consolidated Financial Statements For the period ended November 30, 2025 (Unaudited) (Expressed in Canadian Dollars) 16 8. EXPLORATION AND EVALUATIONS ASSETS (cont’d) Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many exploration and evaluation assets. The Company has investigated title to all of its exploration and evaluation assets and to the best of its knowledge, title to all of the assets is in good standing. a) Omu Property The Company entered into an agreement to purchase a 100% interest in a mining right for the Omui Property located in Hokkaido, Japan. The mining right encompasses an area of approximately 2.98 sq km. The total purchase price for the mining right is JPY40,000,000 cash ($477,000; paid --- ) and 135,747 common shares of the Company issued at a value of $118,100. The Company has also filed a total of 57 prospecting licenses covering additional prospective ground in the vicinity of the Omui Property. The Company purchased a total of 1.35 sq km of surface rights covering an area over the Omui Property for total purchase price JPY38,145,974 ($458,279). The Company entered into long-term leases of surface rights covering a total area of 1.06 sq km in an area over the Omui Property. The total costs for the initial five-year period is JPY10,637,140 ($129,613). The leases are for a five-year term and can be extended for up to three additional five-year periods. Included in long-term prepaids are the refundable deposits associated with these long-term leases. Farm-in Agreement In October 2024, the Company entered into a farm-in agreement (the “Farm-in Agreement”) with JX Advance Metals Corporation (“JX Metals”) whereby JX Metals may earn an interest in certain of the Company’s properties in Omu, Hokkaido, Japan. Under the Farm-in Agreement, JX Metals may earn a 75% interest in certain claims at Omu Sinter Pit and may earn up to a 75% interest at Omuisenbu area. In order to exercise the option, subject to extension in the event of certain circumstances, JX Metals must incur at least JPY 300,000,000 in exploration and property related expenditures over three years as followings: (a) pay the Company JPY 30,000,000 (paid) as non-refundable operating expenses upon the execution of the Farm-in Agreement; (b) pay the Company JPY 70,000,000 (paid) as exploration expenses for the first year; (c) pay the Company JPY 30,000,000 (paid) as non-refundable operating expenses for the second year; (d) pay the Company JPY 70,000,000 (to be paid) as exploration expenses for the second year; (e) pay the Company JPY 30,000,000 as non-refundable operating expenses for the third year; and (f) pay the Company JPY 70,000,000 as exploration expenses for the third year. IRVING RESOURCES INC. Notes to the Condensed Interim Consolidated Financial Statements For the period ended November 30, 2025 (Unaudited) (Expressed in Canadian Dollars) 17 8. EXPLORATION AND EVALUATIONS ASSETS (cont’d) During the period ended November 30, 2025, the Company recorded exploration and evaluation expenditures recovery of $885,071 (February 28, 2025 - $406,404) and advance from joint venture partner of $12,014 (February 28, 2025 - $592,726) for the JX Mental Farm-in Agreement. b) Other Properties The Company has filed mineral prospecting licenses with the Ministry of Economy, Trade and Industry (METI) in various other areas (Prefectures) within Japan. These mineral prospecting licenses are in various stages of early exploration. The Company will conduct exploration and if a property does not warrant further exploration, the Company will surrender or withdraw their applications from the METI. During the year ended February 28, 2021, the Company signed a binding option agreement to acquire the 5.2 sq km Yamagano mining license. The option is exercisable for a period of ten years from the date of the agreement, September 26, 2020. In order to exercise the option, the Company must issue a total of 350,000 common shares over four years, with the initial 87,500 common shares issued during the year ended February 28, 2021 with a value of $253,750, and 87,500 common shares due on each of the first, second and third anniversaries of the date of the agreement and incur, within three years --- after the date of the agreement, aggregate property expenditures of US$250,000 on the property and on properties controlled by the Company within 10 km of the outer boundaries of the property. The Company also holds 21 mineral prospecting licenses in areas near the Yamagano mining license. During the year ended February 28, 2022, the Company issued 87,500 common shares with a value of $99,750 as part of the share issuance due on the first anniversary of the option agreement and during the year ended February 28, 2023, the Company issued 87,500 common shares with a value of $65,625 as part of the share issuance due on the second anniversary. During the year ended February 29, 2024, the Company issued 87,500 common shares with a value of $53,375 as part of the share issuance due on the third anniversary. During the year ended February 28, 2025, the Company wrote-down the carrying value on certain claims totaling $34,398 as it withdrew its application for these prospecting licenses. As further outlined in Note 9, the Company entered into a joint venture agreement with certain partners and agreed to transfer certain claims in the Yamagano property and Noto property to the joint venture company upon its formation with no additional consideration. As the transfer of these claims will not increase the Company’s contributed capital into the joint venture company, the carrying value of these claims totaling $4,233,580 was written off to profit or loss during the year ended February 28, 2025. c) Tanzania Property The Company, through its wholly-owned Tanzanian subsidiary, and with its joint venture participant, JOGMEC, had exploration prospecting licenses in Tanzania, Africa. During the year ended February 28, 2019, the Company elected to surrender the final license and as at November 30, 2025, the Company is in the process of winding up the subsidiary in Tanzania. The carrying value of properties in Tanzania is $Nil (February 28, 2025 - $Nil). IRVING RESOURCES INC. Notes to the Condensed Interim Consolidated Financial Statements For the period ended November 30, 2025 (Unaudited) (Expressed in Canadian Dollars) 18 9. INVESTMENT IN ASSOCIATE In October 2024, the Company entered into an agreement with Newmont Overseas Exploration Limited (“Newmont”), a wholly-owned subsidiary of Newmont Corporation, and Sumitomo Corporation (“Sumitomo”) in respect of the formation of a joint venture company (“JV Co”) to further explore certain of the Company’s Yamagano and Noto properties. The initial interests of the parties in the joint venture company are Newmont as to 60%, Irving as to 27.5% and Sumitomo as to 12.5%. Irving GK is the initial manager of the JV. Newmont has the right to assume the responsibilities of manager at any time. Due to the significant influence the Company has over the JV Co’s financial and operating decisions, the Company determined that its investment in the JV Co is an investment in associate. JV Co known as Yamagano JV GK was incorporated on June 3, 2025. As of November 30, 2025, Newmont and Sumitomo contributed ¥632,850,916 ($5,979,039) (February 28, 2025 - ¥205,391,721 ($1,918,359)) in aggregate to Yamagano JV GK, and Irving contributed ¥236,819,241 ($2,255,150) (February 28, 2025 - ¥74,912,883 ($714,892)) in order to fund JV exploration. The Company’s contribution is recorded as an investment in associate. During the nine months ended November 30, 2025, the Company has a receivable of $345,370 (February 28, 2025 - $758,594) due fr --- om the JV Co which represents amounts that were paid by the Company on the JV Co’s behalf and the outstanding management fees from June 2025 to November 2025. During the nine months ended November 30, 2025, Irving GK earned management fees of ¥38,776,398 ($364,963) (November 30, 2024 - $nil) as the JV manager and expense reimbursement of ¥31,035,532 ($292,106) (November 30, 2024 - $nil) which are recognized as other income. Supplemental financial information regarding the Company’s investment in associate is presented below: Summarized Statements of Financial Position November 30, 2025 Current assets $ 2,192,859 Non-current assets 5,899,940 Current liabilities (345,370) Net assets $7,747,429 During the nine months ended November 30, 2025, JV Co had minimal net and comprehensive loss. 10. SHAREHOLDERS’ EQUITY Authorized Unlimited number of common shares without par value. IRVING RESOURCES INC. Notes to the Condensed Interim Consolidated Financial Statements For the period ended November 30, 2025 (Unaudited) (Expressed in Canadian Dollars) 19 10. SHAREHOLDERS’ EQUITY (cont’d…) During the period ended November 30, 2025, the Company completed a non-brokered private placement by issuing 6,665,000 units at a price of $0.20 per unit to raise gross proceeds of $1,333,000. Each unit consists of one common share and one-half of a share purchase warrant. Each whole warrant is exercisable into one common share for a period of three years at a price of $0.40 per share. During the year ended February 28, 2025, the Company completed a non-brokered private placement by issuing 2,740,000 units at a price of $0.40 per unit to raise gross proceeds of $1,096,000. Each unit consists of one common share and one-half of a share purchase warrant. Each whole warrant is exercisable into one common share for a period of three years at a price of $0.55 per share. Stock options The Company, in accordance with its stock option plan, is authorized to grant options to directors, employees and consultants, to acquire up to 10% of its issued and outstanding common stock. The exercise price of each option shall not be less than the market price of the Company's stock on the date of grant. The options can be granted for a maximum term of ten years with vesting period determined by the board of directors. Stock option transactions and the number of stock options outstanding are summarized as follows: Number of Options Weighted Average Exercise Price Outstanding, February 29, 2024 5,518,333 $1.03 Granted 50,000 $0.91 Expired / Cancelled (2,453,333) $1.11 Outstanding, February 28, 2025 3,115,000 $0.97 Granted 2,005,000 $0.40 Expired / Cancelled (1,555,000) $0.98 Outstanding, November 30, 2025 3,565,000 $0.65 Stock options outstanding at November 30, 2025 are as follows: Options Outstanding Options Exercisable Exercise Price Expiry Date $ 200,000 200,000 1.30 April 10, 2026 1,310,000 1,310,000 0.91 September 7, 2026 50,000 50,000 0.91 December 12, 2026 1,995,000 - 0.40 September 15, 2028 10,000 - 0.40 October 3, 2028 3,565,000 1,560,000 IRVING RESOURCES INC. Notes to the Condensed Interim Consolidated Financial Statements For the period ended November 30, 2025 (Unaudited) (Expressed in Canadian Dollars) 20 10. SHAREHOLDERS’ EQUITY (cont’d…) Warrants Warrant transactions and the number of warrants outstanding are summarized as follows: Number of Warrants Weighted Average Exercise Price Outstanding, February 28, 2023 and February 29, 2024 1,487,270 $1.60 Granted 1,370,000 $0.55 --- Outstanding, February 28, 2025 2,857,270 $1.10 Granted 6,665,000 $0.40 Expired / Cancelled (1,487,270) $1.60 Outstanding, November 30, 2025 8,035,000 $0.43 Warrants outstanding at November 30, 2025 are as follows: Number of Warrants Exercise Price Expiry Date 1,370,000 $ 0.55 June 25, 2027 6,665,000 $ 0.40 June 6, 2028 8,035,000 Share-based compensation During the period ended November 30, 2025, the Company granted 2,005,000 stock options to directors, officers, employees and consultants (2024 – 50,000). The estimated weighted average fair value of these options is $0.17 per option (2024 - $0.14). The total amount of fair value of vested stock options amortized during the year is $94,744 (2024 - $239,058. This amount has been expensed as share-based compensation in the statement of loss and comprehensive loss. The following weighted average assumptions were used for the Black-Scholes valuation of stock options granted during the period: Period ended November 30, 2025 Period ended November 30, 2024 Risk-free interest rate 2.45% - 2.50% 3.76% Expected life of options 3.0 years 3.0 years Annualized volatility 101.99% - 102.00% 89.87% Dividend rate 0.00% 0.00% Forfeiture rate 0.00% 0.00% IRVING RESOURCES INC. Notes to the Condensed Interim Consolidated Financial Statements For the period ended November 30, 2025 (Unaudited) (Expressed in Canadian Dollars) 21 11. RELATED PARTY TRANSACTIONS Nine months ended November 30, 2025 Nine months ended November 30, 2024 Management fees $ 149,000 $ 144,000 Consulting fees 85,311 201,242 $ 234,311 $ 345,242 a) Included in the management fees were fees for services provided by the President and Chief Executive Officer and Chief Financial Officer. b) Included in consulting fees are amounts paid to independent directors for services other than their role as directors. c) During the period, 1,100,000 (2024 – nil) stock options were granted to directors and officers. The total vested share-based compensation allocated to directors and officers is $49,118 (2024 - $19,815). d) As at November 30, 2025, $nil (February 28, 2025 - $19,590) was included in accounts payable and accrued liabilities owing to a director and an officer of the Company. Key Management Compensation Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s executive officers and Board of Director members. Other than disclosed above, there was no other compensation paid to key management during the periods ended November 30, 2025 and November 30, 2024. 12. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS The significant non-cash transactions for the period ended November 30, 2025: a) Included in accounts payable and accrued liabilities are $38,581 related to deferred exploration costs. b) Capitalized depreciation of $177,619. The significant non-cash transactions for the period ended November 30, 2024: a) Included in accounts payable and accrued liabilities are $357,652 related to deferred exploration costs. b) Capitalized depreciation of $211,494. IRVING RESOURCES INC. Notes to the Condensed Interim Consolidated Financial Statements For the period ended November 30, 2025 (Unaudited) (Expressed in Canadian Dollars) 22 13. SEGMENTED INFORMATION The Company has one reportable segment being acquisition and exploration of mineral properties. The Company’s mineral properties and prope --- rty and equipment located geographically as follows: As at November 30, 2025 Property and equipment Exploration and evaluation assets Investment in associate Canada $ - $ - $ - Japan 1,718,998 40,284,530 2,255,150 Total $ 1,718,998 $ 40,284,530 $ 2,255,150 As at February 28, 2025 Property and equipment Exploration and evaluation assets Investment in associate Canada $ 21,705 $ - $ - Japan 1,943,625 40,050,138 714,892 Total $ 1,965,330 $ 40,050,138 $ 714,892 14. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT IFRS 7 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). As at November 30, 2025, the Company’s financial instruments are comprised of cash, receivables, accounts payable and accrued liabilities and lease liabilities. The carrying value of accounts payable and accrued liabilities approximate its fair value due to the relatively short period to maturity of this financial instrument. Lease liabilities are accreted over lease terms at market interest rates using the effective interest rate method. The Company has exposure to the following risks from its use of financial instruments: credit risk, liquidity risk and market risk. Management and the Board of Directors monitor risk management activities and review the adequacy of such activities. Credit risk Credit risk is the risk of potential loss to the Company if a customer or counter party to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is limited to the carrying amount on the statement of financial position and arises from the Company’s cash and receivables. IRVING RESOURCES INC. Notes to the Condensed Interim Consolidated Financial Statements For the period ended November 30, 2025 (Unaudited) (Expressed in Canadian Dollars) 23 14. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (cont’d) Credit risk (cont’d) The Company’s cash is held with high-credit quality financial institutions. Receivables mainly consist of receivables from associate and goods and services tax due from the Federal Government of Canada. Liquidity risk Liquidity risk is the risk that the Company will not meet its financial obligations as they fall due. The Company manages its liquidity risk by forecasting cash flows from operations, and anticipating investing and financing activities. As at November 30, 2025, the Company had cash of $1,901,095 to settle current liabilities of $332,533 of which a significant amount has contractual maturities of less than 30 days and are subject to normal trade terms. Market risk Market risk is the risk of loss that may arise from changes in market prices, such as interest rates and foreign exchange rates. i) Interest rate risk The Company has cash balances and no interest-bearing debt. The Company’s current policy is to invest excess cash in investment-grade short-term certificates of deposits issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit rating of its banks. ii) Price risk The Company is exposed to price ri --- sk with respect to commodity and equity prices. The ability of the Company to explore its mineral properties and future profitability of the Company are directly related to the market price of rare earth elements and other non-gold minerals. The Company monitors commodity prices to determine appropriate actions to be undertaken. iii) Foreign exchange rate risk The Company’s functional currency is the Canadian dollar. The Company funds certain operations, exploration and administrative expenses by using US Dollars and Japanese Yen converted from its Canadian bank accounts. Management is aware of the possibility of foreign exchange risk derived from currency conversions. The Company has not entered into any agreements or purchased any instruments to hedge possible foreign exchange rate risk at this time. IRVING RESOURCES INC. Notes to the Condensed Interim Consolidated Financial Statements For the period ended November 30, 2025 (Unaudited) (Expressed in Canadian Dollars) 24 15. CAPITAL MANAGEMENT The Company considers items in its shareholders’ equity as capital. The Company’s capital management objectives are to safeguard its ability to continue as a going concern and to have sufficient capital to be able to meet the Company’s property exploration plans and to ensure the growth of activities. The Company sets the amount of capital in proportion to risk. 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 Company is in the exploration stage; as such the Company will rely on the equity markets to fund its activities. The Company will continue to assess new sources of financing available and to manage its expenditures to reflect current financial resources in the interest of sustaining long-term viability. There were no changes to the Company’s approach to capital management during the period ended November 30, 2025.