Original News Release
SEDAR Interim Financial Statements
ELCORA ADVANCED MATERIALS CORP. Condensed Interim Consolidated Financial Statements For the nine-month period ended December 31, 2025 and 2024 (Expressed in Canadian Dollars) NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed interim consolidated financial statements, they must be accompanied by a notice indicating that the condensed interim consolidated financial statements have not been reviewed by an auditor. The accompanying unaudited condensed interim consolidated financial statements of Elcora Advanced Materials Corp. (the “Company”) have been prepared by and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of these financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of condensed interim consolidated financial statements by an entity’s auditor. ELCORA ADVANCED MATERIALS CORP. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (EXPRESSED IN CANADIAN DOLLARS) 3 December 31, 2025 March 31, 2025 (Audited) $ $ Assets Current assets Cash 22,885 206,637 Receivables (note 8) 11,579 6,016 Prepaid expenses (note 9) 12,050 5,290 Total current assets 46,514 217,943 Non-current assets Exploration and evaluation assets (note 13) 1,833,827 1,732,254 Total non-current assets 1,833,827 1,732,254 Total assets 1,880,341 1,950,197 Liabilities and shareholders’ deficit Current liabilities Accounts payable and accrued liabilities (notes 11 and 16) 2,997,956 2,629,974 Current portion of loans payable (note 17) 147,692 52,200 Promissory notes (note 18) 1,009,992 735,223 Convertible loan payable (note 20) 117,447 110,340 Total current liabilities 4,273,087 3,527,737 Long-term liabilities Loans payable (note 17) 694,944 722,172 Government loan (note 19) 43,773 42,160 Total liabilities 5,011,804 4,292,069 Shareholders’ deficit Share capital (note 21) 20,612,162 20,612,162 Share-based payment reserve (note 21) 4,438,296 4,451,760 Equity component of convertible loan (note 20) 12,491 12,491 Accumulated other comprehensive income 57,937 66,047 Deficit (28,252,349) (27,484,332) Total shareholders’ deficit (3,131,463) (2,341,872) Total liabilities and shareholders’ deficit 1,880,341 1,950,197 -See Accompanying Notes- Going concern (note 2) Subsequent events (note 25) Approved on behalf of the Board of Directors on March 2, 2026 “Troy Grant” “Denis Choquette” Director Director ELCORA ADVANCED MATERIALS CORP. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD ENDED DECEMBER 31, 2025 AND 2024 UNAUDITED (EXPRESSED IN CANADIAN DOLLARS) 4 Three months ended Nine months ended December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 Note $ $ $ $ Expenses Professional fees 28,893 26,925 72,816 60,363 Operating expenses 44,056 - 117,764 - General and administrative expenses 5,803 11,880 17,910 36,576 Depreciation 10, 12 - - - 14,911 Management and consulting fees 17 149,815 154,630 452,374 449,445 Transfer, filing and listing fees 2,212 21,293 20,955 29,807 Share-based compensation (1,434) 7,069 2,721 21,401 Accretion of interest 18, 20 12,844 31,631 72,734 87,407 Interest expense (income) 19 25,594 11,650 59,177 27,243 Gain on fair value change on ACOA loans 17 (2,870) - (2,870) (53,741) Gain from sale of property,
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plant and equipment 12 - (50,000) - (50,000) Loss (gain) on foreign exchange (8,724) (42,840) (26,450) (22,183) Total expenses (256,189) (172,238) (787,131) (601,229) Other Income and loss Licensing income 25 - 38,874 - 132,254 Loss on sale of marketable securities 15 - (21,221) - (41,399) Loss on modification of convertible loan payable - (3,054) - (3,054) Unrealized loss on marketable securities 15 - (14,731) - (98,284) Total other income (loss) - (132) - Total loss for the period (256,189) (172,370) (787,131) (611,712) Other comprehensive income Items that may be reclassified to profit and loss cumulative translation adjustment (333) (12,202) (8,110) (12,516) Comprehensive loss for the period (256,522) (184,572) (795,241) (624,228) Loss per share – Basic and diluted (0.02) (0.01) (0.05) (0.04) Weighted average number of outstanding common shares – Basic and diluted 17,037,699 16,984,368 17,037,699 16,984,368 -See Accompanying Notes- ELCORA ADVANCED MATERIALS CORP. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT AS AT DECEMBER 31, 2025 AND 2024 UNAUDITED (EXPRESSED IN CANADIAN DOLLARS) 5 Sh4are Capital Share Capital Share-based payment reserve Equity component of convertible loan payable Accumulated other comprehensive income Deficit Total Shareholders' Equity (Deficit) (#) $ $ $ $ $ $ Balance- March 31, 2024 17,037,699 20,612,162 4,398,877 - 21,255 (26,479,414) (1,447,120) Share-based compensation (Note 21) - - 21,401 - - - 21,401 Convertible loan payable (Note 20) - - - 9,423 - - 9,423 Translation adjustment - - - - (12,516) - (12,516) Net loss for the period - - - - - (611,712) (611,712) Balance- December 31, 2024 17,037,699 20,612,162 4,420,278 9,423 8,739 (27,091,126) (2,040,524) Balance- March 31, 2025 17,037,699 20,612,162 4,451,760 12,491 66,047 (27,484,332) (2,341,872) Share-based compensation (Note 21) - - 2,721 - - - 2,721 Restricted share units granted (Note 21) - - 2,929 - - - 2,929 Cancellation of stock options (Note 21) - - (19,114) - - 19,114 - Translation adjustment - - - - (8,110) - (8,110) Net loss for the period - - - - - (787,131) (787,131) Balance- December 31, 2025 17,037,699 20,612,162 4,438,296 12,491 57,937 (28,252,349) (3,131,463) On February 7, 2025, the Company consolidated its shares on a ten (10) pre-consolidated to one (1) post-consolidation share basis. These condensed interim consolidated financial statements reflect the post-consolidated shares retroactively. -See Accompanying Notes- ELCORA ADVANCED MATERIALS CORP. CONDENSED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED DECEMBER 31, 2025 AND 2024 UNAUDITED (EXPRESSED IN CANADIAN DOLLARS) 6 December 31, 2025 December 31, 2024 $ $ Cash flows from operating activities Net loss for the period (787,131) (611,712) Adjustments for items not involving cash: Share-based compensation 2,721 21,401 Depreciation expense - 14,911 Unrealized loss on marketable securities - 98,284 Realized loss on marketable securities - 41,399 Accrued interest 59,609 29,743 Unrealized loss (gain) on foreign exchange (538) (22,765) Accretion expense 72,734 78,135 Fair value change on ACOA loans (2,870) (53,739) Licensing income - (132,254) Loss on modification of convertible loan payable - (2,001) Restricted share units granted for consulting fees 2,929 - Changes in non-cash working capital items: Accounts receivable (5,563) 16,212 Prepaid expenses (6,760) 13,490 Accounts payable and accrued liabilities 328,605 540,926 Net cash provi
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ded by (used) in operating activities (295,642) 32,030 Investing activities Acquisition of exploration and evaluation assets (101,573) (273,329) Proceeds on sale of marketable securities - 108,677 Net cash provided by (used in) investing activities (101,573) (164,652) Financing activities Proceeds from convertible loan - 107,805 Repayment of lease liability - (15,656) Proceeds from (repayment of) promissory notes 244,241 194,852 Repayment of long-term debt (1,600) (11,767) Net cash from financing activities 242,641 275,326 Net change in cash (154,574) 142,704 Cash, beginning 206,637 14,599 Effect of change in foreign currency on cash (29,178) - Cash, ending 22,885 157,303 Supplement cash flow information Interest received 68 - Exploration and evaluation expenditures in accounts payable 66,092 - -See Accompanying Notes- ELCORA ADVANCED MATERIALS CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2025 AND 2024 EXPRESSED IN CANADIAN DOLLARS UNLESS OTHERWISE INDICATED 7 1. Nature of business Elcora Advanced Materials Corp. (the “Company” or “Elcora”) was incorporated pursuant to the Canada Business Corporations Act on June 6, 2011 and its common shares are listed on the TSX Venture Exchange (“TSX-V”) under the trading symbol ERA. The Company is also listed on the Frankfort Stock exchange under the symbol ELM and on the OTC Pink Sheets under the trading symbol ECORF. The Company’s registered office is at 1890 - 1075 West Georgia Street, Vancouver, British Columbia, V6E 3C9, Canada and its head office is located at 111 Ahmadi Crescent, Bedford, Nova Scotia, B4A 4E5, Canada. The Company, together with its subsidiaries, is in the business of exploring mineral properties, has generated incidental income from technology licensing during the year ended March 31, 2025 and from mining exploration during the year ended March 31, 2024. 2. Going concern These condensed interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes continuity of operations and realization of assets and settlement of liabilities and commitments in the normal course of business as they become due. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. Management is aware, in making its assessment, of material uncertainties related to events or conditions that lend significant doubt upon the entity’s ability to continue as a going concern, as described in the following paragraph. The continued operations of the Company are dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of such properties, and the profitable production from or disposition of such properties. For the period ended December 31, 2025, the Company incurred losses of $787,131 and as at December 31, 2025 had an accumulated deficit of $28,252,349 The Company has negative cash flows from operations and at December 31, 2025 and its current liabilities exceeded its current assets by $4,226,573. The ability of the Company to continue as a going concern is dependent upon raising additional financing through equity and non-dilutive funding and partnerships. There can be no assurance t
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hat the Company will have sufficient capital to fund its ongoing operations, develop or commercialize any products without future financings. These material uncertainties cast significant doubt as to the Company’s ability to meet its obligations as they come due and, accordingly, the appropriateness of the use of accounting principles applicable to a going concern. The Company is currently pursuing financing alternatives that may include equity, debt, and non-dilutive financing alternatives including co-development through potential collaborations, strategic partnerships or other transactions with third parties, and merger and acquisition opportunities. There can be no assurance that additional financing will be available on acceptable terms or at all. If the Company is unable to obtain additional financing when required, the Company may have to substantially reduce or eliminate planned expenditures or the Company may be unable to continue operations. These condensed interim consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and the consolidated statements of financial position classifications that would be necessary were the going concern assumption be inappropriate. These adjustments could be material. ELCORA ADVANCED MATERIALS CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2025 AND 2024 EXPRESSED IN CANADIAN DOLLARS UNLESS OTHERWISE INDICATED 8 3. Basis of preparation The condensed interim consolidated financial statements of the Company have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”) and in accordance with IAS 34 – Interim Financial Reporting. These condensed interim consolidated financial statements do not include all of the information required for annual financial statements and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended March 31, 2025. These financial statements have been prepared following the same accounting policies as the Company’s audited consolidated financial statements for the year ended March 31, 2025. The condensed interim consolidated financial statements were approved by the Board of Directors for issue on March 2, 2026. Basis of measurement These condensed interim consolidated financial statements have been prepared on an accrual basis and under the historical-cost convention except for the revaluation of certain financial assets and financial liabilities to fair value. The condensed interim consolidated financial statements are presented in Canadian dollars. Basis of consolidation These condensed interim consolidated financial statements include the accounts of the Company and its 100% owned subsidiaries, Graphene Corp and Ermazon SARL. Subsidiaries are those entities which the Company controls by having the power to govern the financial and operating policies. Subsidiaries are fully consolidated from the date on which control is obtained by the Company and are deconsolidated from the date that control ceases. All inter-company transactions and balances have been eliminated in these condensed interim consolidated financial statements. 4. Material Accounting Policies In preparing these condensed interim consolidated financial statements, the material accounting policies and the significant judgments made by management in app
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lying the Company’s significant accounting policies and key sources of estimation uncertainty were the same as those that applied to the Company’s audited consolidated financial statements for the year ended March 31, 2025, with exception to the new accounting standards adopted by the Company discussed below. The preparation of condensed interim consolidated financial statements requires that the Company’s management make judgments and estimates of effects of uncertain future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period. Actual future outcomes could differ from present estimates and judgments, potentially having material future effects on the Company’s condensed interim consolidated financial statements. Estimates are reviewed on an ongoing basis and are based on historical experience and other facts and circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively. IFRS 18, Presentation and disclosure of Financial Statements (“IFRS18”): In April 2024, the IASB issued IFRS 18 to bring more transparency and comparability to the financial performance of companies, enabling investors to make better investment decisions. IFRS 18 introduces three sets of new requirements: improved comparability of the profit or loss statement (statement of income), improved transparency of management-defined performance measures, and more useful grouping of information in financial statements. IFRS 18 will replace IAS 1, Presentation of Financial Statements. This standard becomes effective for years beginning on or after January 1, 2027, and companies may apply it earlier subject to authorization by relevant regulators. The Company is assessing the impacts of adopting IFRS 18. ELCORA ADVANCED MATERIALS CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2025 AND 2024 EXPRESSED IN CANADIAN DOLLARS UNLESS OTHERWISE INDICATED 9 5. Critical accounting estimates and judgments The preparation of financial statements requires management to use judgment in applying its accounting policies and estimates and assumptions about the future. Estimates and other judgments are continuously evaluated and are based on management’s experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. The following discusses the most material accounting judgments and estimates the Company has made in the preparation of these financial statements. Estimate of recoverability for exploration and evaluation assets Recorded costs of exploration and evaluation assets are not intended to reflect present or future values of these assets. The assessment of indications of impairment loss and the reversal of an impairment loss and the measuring of the recoverable amount when impairment tests have been prepared involve judgment. The recorded costs are subject to measurement uncertainty and it is reasonably possible, based on existing knowledge, that change in future conditions could require a material change in the recognized amount. Going concern The assessment of the Company’s ability to continue as a going concern involves judgment regarding future funding available for its exploration projects and working capital requirements and whether there are events or conditions that may give rise to significant uncertainty. G
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overnment assistance Elcora received an interest-free repayable loan from the Atlantic Canada Opportunities Agency (“ACOA”), a government agency, and Canada Emergency Business Account (“CEBA”) COVID-19 Economic Response Plan, by the Government of Canada. The benefit of both loans at a below-market rate of interest is treated as a government grant, measured as the difference between proceeds received and the fair value of the loan based on prevailing market interest rates. The fair value of the components, being the loan and the government grant, must be calculated initially in order to allocate the proceeds to the components. The valuation is complex, as there is no active trading market for these items and is based on unobservable inputs. 6. Financial instruments and fair values Financial assets included in the statement of financial position are classified as follows: December 31, 2025 $ March 31, 2025 $ Fair value through profit and loss: Cash 22,885 206,637 Amortized cost: Accounts receivable 11,579 6,016 34,464 212,653 Financial liabilities included in the statement of financial position are classified as follows: December 31, 2025 $ March 31, 2025 $ Other financial liabilities at amortized cost: Accounts payable 520,964 529,201 Promissory notes 1,009,992 735,223 Convertible loan payable 117,447 110,340 Loans payable 842,636 774,372 Government loan 43,773 42,160 2,470,413 2,191,296 The Company uses the following hierarchy in attempting to maximize the use of observable inputs and minimize the use of unobservable inputs, primarily using market prices in active markets. ELCORA ADVANCED MATERIALS CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2025 AND 2024 EXPRESSED IN CANADIAN DOLLARS UNLESS OTHERWISE INDICATED 10 6. Financial instruments and fair values (continued) Level 1 – Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing on an ongoing basis. Investments in marketable securities are valued based on quoted market prices in active markets. In addition, cash is measured using level 1 inputs. Level 2 – Observable inputs other than level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable that can be corroborated by observable market data for substantially the full term of the asset or liability. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The fair value of the Company’s receivables, accounts payable, and promissory notes approximate the carrying value due to their short‐term maturities. The fair values of the loans payable and government loan have been valued at initial recognition using level 3 inputs; specifically, the discount rate. For proceeding periods, the loan will be measured at amortized cost. (a) Market risk i) Foreign exchange risk Foreign exchange risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company is exposed to foreign currency risk to the extent that monetary assets and liabilities are denominated in foreign currencies. Some
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of the Company’s business is conducted in US dollars. As such, the Company is exposed to foreign currency risk in fluctuations among the Canadian dollar and the US dollar. Assuming all other variables remain constant, a 15% (2024 – 15%) weakening or strengthening of the US dollar against the Canadian dollar would result in approximately $370 (2024 - $26,000) foreign exchange loss or gain in the consolidated statement of comprehensive loss. The Company has not hedged its exposure to currency fluctuations. ii) Interest rate risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s accounts payable, government loan and loans payable are non-interest bearing and have contractual maturities of 30 days or less, except as otherwise noted. The loan advanced from the CFO is at a fixed interest rate. The loan advanced from the CEO is due on demand and non interest bearing. The Company’s promissory notes payable is either non-interest bearing or at a fixed interest rate. As such, the Company is not exposed to interest rate risk. iii) Price risk The Company is not exposed to any direct price risk other than that associated with commodities and how fluctuations impact companies in the mineral exploration and mining industries as the Company has no significant revenues. (b) Credit risk Credit risk is the risk that a customer or third party to a financial instrument fails to meet its commercial obligations. The carrying amount of financial assets represents the maximum credit exposure. The Company manages credit risk by holding the majority of its cash with banks in Canada, where management believes the risk of loss to be low. (c) Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages liquidity risk by maintaining sufficient cash balances to meet liabilities when due. As at December 31, 2025, the Company had cash of $22,885 to settle current liabilities of $4,273,087. The Company will require further financing to fund operations. ELCORA ADVANCED MATERIALS CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2025 AND 2024 EXPRESSED IN CANADIAN DOLLARS UNLESS OTHERWISE INDICATED 11 6. Financial instruments and fair values (continued) Currently, the Company does not have sufficient working capital to cover its operating overheads and other commitments for the next twelve months. The timeline and estimated capital required to advance the project to the next stage are under review. The Company will need to raise additional financing. Although the Company has been successful in raising funds to date, there is no assurance that future equity capital or debt will be available to the Company in the amounts or at the times desired or on terms that are acceptable to the Company, if at all. Liquidity risk is assessed as high. 7. Capital management The Company attempts to manage its capital structure and makes adjustments to it, based on the funds available to the Company. The Company considers capital to be total shareholder’s deficiency, which at December 31, 2025 totaled $3,131,463 (March 31, 2025 – $2,341,872). The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of
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business. The Company is not subject to externally imposed capital requirements. There were no changes in the Company’s approach to capital management since the year ended March 31, 2025. 8. Accounts receivable December 31, 2025 $ March 31, 2025 $ Sales tax recoverable 11,579 6,016 9. Prepaid expenses December 31, 2025 $ March 31, 2025 $ Advances 12,050 5,290 Total 12,050 5,290 Prepaid expenses include funds paid in advance for third party suppliers. 10. Right of use asset and lease liability The Company through its subsidiary, Graphene Corp., entered into a lease for premises used for its graphene research. The original lease commenced September 1, 2017 and expired August 31, 2020. The Company has continually extended the lease on an annual basis and the lease now ending August 31, 2024. Due to the amendment, under IFRS 16 Leases, the amendments were treated as a lease modification. Set out below are the carrying amounts of right of use assets and lease liabilities recognized and the movements during the period: Right of use asset $ Lease liability $ As at March 31, 2024 14,911 (15,258) Interest additions - (307) Depreciation (14,911) - Payments - 15,565 As at March 31, 2025 and December 31, 2025 - - The lease payments are discounted using a discount rate of 8% which is the Company’s incremental borrowing rate. ELCORA ADVANCED MATERIALS CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2025 AND 2024 EXPRESSED IN CANADIAN DOLLARS UNLESS OTHERWISE INDICATED 12 11. Accounts payable and accrued liabilities December 31, 2025 $ March 31, 2025 $ Accounts payable (Note 16) 520,964 529,201 Accrued liabilities (Note 16) 2,476,992 2,100,773 2,997,956 2,629,974 12. Property and equipment During the year ended March 31, 2024, the Company impaired the production equipment and drilling equipment to $nil due to lack of proof of ownership of the equipment. During the year ended March 31, 2025, the Company recovered $50,000 from sale of certain lab equipment and recorded a gain on sale of $50,000. As at December 31, 2025, the Company has $Nil property and equipment. 13. Exploration and evaluation assets Exploration and evaluation assets comprise the following accumulated expenditures for December 31, 2025: Ermazon $ Total $ Acquisition costs Balance, March 31 and December 31, 2025 785,985 785,985 Total 785,985 785,985 Exploration costs Balance, March 31, 2025 946,269 946,269 Licenses 5,420 5,420 Geological / Geophysical 96,153 96,153 Total 1,047,842 1,047,842 Total December 31, 2025 1,833,827 1,833,827 Exploration and evaluation assets comprise the following accumulated expenditures for March 31, 2025: Morrocco $ Ermazon $ Total $ Acquisition costs Balance, March 31, 2024 and 2025 - 785,985 785,985 Total - 785,985 785,985 Exploration costs Balance, March 31, 2024 - 844,414 844,414 Geological / geophysical - 31,288 31,288 Licenses 3,855 19,418 23,273 Travel costs - 14,899 14,899 Foreign exchange (58) 36,250 36,192 Total 3,797 946,269 950,066 Impairment (3,797) - (3,797) Total March 31, 2025 - 1,732,254 1,732,254 ELCORA ADVANCED MATERIALS CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2025 AND 2024 EXPRESSED IN CANADIAN DOLLARS UNLESS OTHERWISE INDICATED 13 13. Exploration and evaluation assets (continued) The value added sales taxes paid to the government of Morocco is recorded when paid. When there is reasonable assurance that the Company wi
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ll be able to obtain a refund of IVA taxes, the amounts received by the Company will be credited to the cost of the properties. In 2021, the Company acquired all the issued and outstanding shares of Ermazon SARL (“Ermazon”), a private Moroccan corporation that holds mining titles in different regions of the Kingdom of Morocco. In consideration for the acquisition of Ermazon, the Company issued 450,000 common shares of the Company in 2021. The 450,000 common shares were issued with a fair value of $196,900. The fair value considered a discount for lack of marketability using a commonly used option model that estimates the discount related to the lack of marketability of the shares from the contractual restriction. The shares to be issued will vest to the Assignor over a period of three years, at the rate of one thirty-sixth at the end of each month starting from the date of obtaining the exploitation licenses for each exploration permit. As a result, the Company has amortized $123,063 to exploration and evaluation assets as of March 31, 2023 and $49,225 as of March 31, 2022. On January 10, 2024, 225,000 common shares vested upon meeting certain milestones. The remaining 225,000 common shares will not vest and the shares were put on hold. As a result, the Company revised the estimate of the shares on January 10, 2024 and recorded a $36,161 fair value reversal of the shares. On January 27, 2023, the Company signed, through Ermazon, a binding agreement with exclusive long term mining production rights and option to purchase the 16 km² Manganese mining concession in Morocco with Giomines Limited (“Giomines”). Upon execution, the Company advanced an amount of $20,000 USD (CDN$ 27,066) to Giomines (paid). The Company has the exclusive use of the mine and the ownership of the ore for a period of five years. The Company also has the rights to acquire 100% of the shares of Giomines including the mine and any other assets, at any time for a sum of $400,000 USD in four installments of the following; (i) $100,000 USD upon purchase within two months from signing of the agreement; (ii) $100,000 USD 8 months later; (iii) $100,000 USD 8 months after the second installment and; (iv) $100,000 USD 8 months after the third installment. In addition, the Company has the right to obtain ownership of the previously mined ore piles located at the mine site and will pay a “Pile Fee” of two hundred DHS per tonne along with “Mining Fee” of seventy-five DHS per tonne of ores extracted. During the year ended March 31, 2024, the Company transferred the Giomines option agreement to its 50% owned joint venture, Elcora Mining SARL, an incorporated limited liability company (Note 14). The Company decided to abandon the Giomines option agreement after the year-ended March 31, 2024, and as a result, the Company recorded an impairment expense of $97,533 during the year ended March 31, 2024. On November 17, 2023, the Company signed, through Ermazon, an exclusive operation agreement with a limited liability private company in Morocco. The company owns certain research permits and operating licenses in the Fes-Meknes region. The exclusive operation agreement gives the Company the rights to conduct research to evaluate and exploit the minerals present on the Mine. For areas of the Mine where an Exploitation License is in effect, the Company agrees to pay an extraction fee representing up to 20% of the gross operating profit. The Company decided to abandon the operation agreement
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after year-end, and as a result, the Company recorded an impairment expense of $3,797 during the year ended March 31, 2025. ELCORA ADVANCED MATERIALS CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2025 AND 2024 EXPRESSED IN CANADIAN DOLLARS UNLESS OTHERWISE INDICATED 14 14. Investment in Joint Venture Sakura Joint Venture On September 30, 2014, Elcora completed the purchase of 40% of the issued and outstanding shares of Sakura. Based on the terms of the joint venture, management has determined there is joint control. Accordingly, the investment is accounted for using the equity method in these consolidated financial statements. During March 31, 2019, the investment and advances had been fully impaired. There have been no further activities in Sakura nor transactions between Sakura and the Company during the period ended December 31, 2025 and year ended March 31, 2025. Elcora Mining Joint Venture On October 17, 2023, the Company established a joint venture, Elcora Mining, an incorporated limited liability company, for the purpose of exploring, mining, producing, processing and marketing manganese ore products. Minecape SARL and the Company each hold an equal interest of fifty percent (50%) in the jointly owned company, Elcora Mining. The profits of Elcora Mining shall be shared equally between the parties. The parties agreed to contribute financially to Elcora Mining on a proportionate basis. This financial contribution will initially allow the extraction and commercialization of ten thousand tons of manganese ore from the mining license No. 383535 held by the Company. Based on the terms of the joint venture, management has determined there is joint control. Accordingly, the investment is accounted for using the equity method in these consolidated financial statements. During the year ended March 31, 2024, the Company transferred the Giomines option agreement into Elcora Mining. As at March 31, 2024, Mincape and the Company decided to abandon the Giomines option agreement. As a result, the investment in joint venture is recorded at $Nil. There were no transactions in the joint venture during the year-ended March 31, 2025 and period ended December 31, 2025. 15. Investment During the year ended March 31, 2025, the Company received 3,333,333 common shares of G6 Materials Corp., a public company trading on the TSX-V (“G6”) with a fair value of $300,000 based on the quoted market price(Note 24). During the year ended March 31, 2025, the Company sold 1,667,500 common shares of G6 for gross proceeds of $108,677, resulting in realized loss on sale of $41,399, and reducing its holdings of G6 to 1,665,833 common shares. G6 was a publicly traded entity. On October 2, 2024, G6 was issued a cease trade order by the British Columbia Securities Commission. On November 20, 2024, G6 announced that it would cease all revenue generating activities due to legal hardships and inability to raise capital. As a result, the fair value of the Company’s investment was determined to be $Nil as at March 31, 2025 and December 31, 2025. Fair value was determined in accordance with Level 2 of the fair value hierarchy. A summary of the Company’s investment in G6 is as follows: Number of shares Amount Balance, March 31, 2024 - $ - Additions 3,333,333 300,000 Sold (1,667,500) (150,075) Fair value adjustment on marketable securities - (149,925) Balance, March 31, 2025 and December 31, 2025 1,665,833 $ - ELCORA ADVA
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NCED MATERIALS CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2025 AND 2024 EXPRESSED IN CANADIAN DOLLARS UNLESS OTHERWISE INDICATED 15 16. Related party transactions Key management includes directors, executive officers and officers which constitutes the management team. The Company paid or accrued compensation in the form of consulting fees to companies controlled by directors, executive officers and officers and share based compensation directly to directors, executive officers and officers as follows: December 31, 2025 $ December 31, 2024 $ Consulting fees to the CEO and CFO 300,000 300,000 Consulting fees to Directors of the Company 135,000 135,000 Total 435,000 435,000 As at December 31, 2025, total amounts payable to directors and companies owned thereby and recorded in accounts payable and accrued liabilities were $2,276,100 (March 31, 2025 - $1,884,282) (Note 11). All balances are unsecured, non-interest bearing, have no fixed repayment terms, and are due on demand. Promissory notes are also due to related parties (Note 18). 17. Loans payable December 31, 2025 $ March 31, 2025 $ ACOA interest-free loan with a maximum contribution of $495,750, (“Loan 1”) repayable in 61 equal monthly payments of $5,100 commencing July 1, 2017. As at December 31, 2025, the total amount drawn down on the loan is $309,749 (March 31, 2025 - $309,749) 81,751 76,173 ACOA interest-free loan with a maximum contribution of $1,306,150, (“Loan 2”) repayable in 108 equal monthly payments of $11,767 commencing October 1, 2020 and a final payment of $6,466. As at December 31, 2025, the total amount drawn down on the loan is $1,265,536 (March 31, 2025 - $1,265,536) 760,885 698,199 842,636 774,372 Less: Current portion (147,692) (52,200) 694,944 722,172 Based on management’s analysis as at December 31, 2025, the fair value of the loans was $842,636 (March 31, 2025- $774,372). The Company estimated the fair value of this liability based on the net present value of expected repayments, using a discount rate of 15% (March 31, 2025 – 15%). On May 27, 2022, due to the effects of COVID- 19, the repayment schedule for both ACOA Loan 1 and Loan 2 was halted until further notice, and is currently reassessed on a monthly basis by the lender. On December 5, 2022, the repayment schedule for both ACOA Loan 1 and Loan 2 was revised and the repayment schedule resumed on January 6, 2023. On May 15, 2023, the repayment schedule for both ACOA Loan 1 and Loan 2 was revised and the repayment schedule resumed. The ACOA Loan 1’s monthly repayment of $5,100 was to resume on June 1, 2024 until October 1, 2025 and ACOA Loan 2’s monthly repayment of $11,767 was to resume on June 1, 2024 until June 1, 2032. The Company was not able to satisfy the monthly payments commencing June 1, 2024. On December 18, 2024, the loan was further amended. ELCORA ADVANCED MATERIALS CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2025 AND 2024 EXPRESSED IN CANADIAN DOLLARS UNLESS OTHERWISE INDICATED 16 17. Loans payable (continued) The amended ACOA Loan 1 is to be repaid as follows: 1) Interest arrears of $1,514 and NSF fees of $60 (total $1,574) are to be paid as follows: - 8 installments of $100 each commencing February 1, 2025, followed by; - 1 installment of $774 on October 1, 2025 (not paid). 2) The principal balance outstanding of $85,349 is to be repaid as follows: - 1 installment of $3
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4,383 on October 1, 2025 (not paid), followed by; - 5 installments of $100 each commencing November 1, 2025, followed by; - 1 installment of $50,000 on April 1, 2026, followed by; - 4 installments of $100 each commencing May 1, 2026, followed by; - 1 installment of $65 on September 1, 2026. The amended ACOA Loan 2 is to be repaid as follows: 1) Interest arrears of $15,596 and NSF fees of $45 (total $15,641) to be paid as follows: - 8 installments of $100 each commencing February 1, 2025, followed by; - 1 installment of $14,841 on October 1, 2025 (not paid). 2) The principal balance outstanding of $1,124,331 to be repaid as follows: - 11 installments of $100 each commencing November 1, 2025, followed by; - 1 installment of $50,000 on October 1, 2026, followed by; - 5 installments of $100 each commencing November 1, 2026, followed by; - 1 installment of $50,000 on April 1, 2027, followed by; - 5 installments of $100 each commencing May 1, 2027, followed by; - 1 installment of $50,000 on October 1, 2027, followed by; - 5 installments of $100 each commencing November 1, 2027, followed by; - 1 installment of $50,000 on April 1, 2028, followed by; - 5 installments of $100 each commencing May 1, 2028, followed by; - 1 installment of $921,231 on October 1, 2028. Under the amended terms, certain installments due on October 1, 2025 totaled $50,000 were not paid. As at December 31, 2025, the $50,000 past due is being assessed by the lender on a month-to-month basis and the Company is in ongoing discussions to renegotiate the repayment terms. Accordingly, the expected timing and amounts of future cash flows remain subject to uncertainty. As a result of the missed October 1, 2025 payments and the ongoing renegotiation with the lender, the Company reassessed the expected timing and amount of future cash flows This reassessment resulted in a fair value gain of $2,870 recognized in profit or loss for the period ended December 31, 2025, and is reflected in the fair value of the loans as at December 31, 2025. The minimum annual principal repayments of long-term debt under the contracts over the next five years from December 31, 2025 are as follows: Year ending $ March 31, 2026 50,600 March 31, 2027 101,565 March 31, 2028 101,000 March 31, 2029 971,732 1,224,897 ELCORA ADVANCED MATERIALS CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2025 AND 2024 EXPRESSED IN CANADIAN DOLLARS UNLESS OTHERWISE INDICATED 17 17. Loans payable (continued) December 31, 2025 $ March 31, 2025 $ Balance – beginning 774,372 718,054 Fair value adjustment resulting from amended terms (2,870) (39,656) Accreted interest 72,734 108,141 Repayment of debt (1,600) (12,167) Balance – end 842,636 774,372 Less: current portion (147,692) (52,200) Non-current portion 694,944 722,173 18. Promissory notes A promissory note due to the Company’s CEO is as follows: December 31, 2025 $ March 31, 2025 $ Balance – beginning of the year 96,420 83,345 Additions - 13,075 Balance – end of the period 96,420 96,420 The promissory note is non-interest bearing, due on demand and unsecured. A promissory note due to the Company’s CFO is as follows: December 31, 2025 $ March 31, 2025 $ Balance – beginning of the year - 25,000 Additions - 12,000 Repayments - (37,000) Balance – end of the period - - The promissory note is non-interest bearing, due on demand and unsecured. Promissory notes due to a company related to the Company’s CFO are as follows: Decemb
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er 31, 2025 $ March 31, 2025 $ Balance – beginning of the year 60,583 55,940 Accrued interest 3,733 4,643 Balance – end of the period 64,316 60,583 The loan bears 8% interest per year, compounded on a monthly basis, is due on demand and unsecured. Promissory notes due are as follows: December 31, 2025 $ March 31, 2025 $ Balance – beginning of the year 578,220 190,763 Additions 248,072 351,469 Accrued interest 43,125 28,393 Foreign exchange (20,161) 7,595 Balance – end of the period 849,256 578,220 ELCORA ADVANCED MATERIALS CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2025 AND 2024 EXPRESSED IN CANADIAN DOLLARS UNLESS OTHERWISE INDICATED 18 18. Promissory notes (continued) One promissory note for $85,000 bears 10% interest per year and is due on March 24, 2026 and one for $90,000 bears 10% interest per year and is due on demand. These two loans are unsecured. On October 22, 2024, the Company received proceeds from a secured promissory note of $187,042 (US$135,000) bearing an interest rate of 8% per annum, compounded annually from an arm’s length party. The note matured on April 30, 2025 and is now due on demand. Two exploration research permits held by Ermazon SARL are used as collateral for the loan, and are pledged as security for the secured promissory note until refinancing and under terms agreed upon between the Company and the lender. On September 16, 2025, the Company received proceeds from a secured promissory note of $248,072 (US$178,200) bearing an interest rate of 8% per annum, compounded annually. The note matures on March 12, 2026. Two exploration research permits held by Ermazon SARL are used as collateral for the loan, and are pledged as security for the secured promissory note until refinancing and under terms agreed upon between the Company and the lender. 19. Government Loan During the year ended March 31, 2021, the Company received $40,000 from the government of Canada in respect of the Canada Emergency Business Account (“CEBA”) Covid-19 economic response plan. On January 18, 2024, the CEBA loan was not repaid and was converted into a term loan with full principal repayment due on December 31, 2026. During the period of January 19, 2024 to December 31, 2026, interest at a rate of 5% per annum applies to the outstanding balance of the CEBA loan. During the period ended December 31, 2025, the Company recorded $1,613 (December 31, 2024 - $1,534) in interest expense. Government loan Balance –March 31, 2024 40,329 Interest 2,055 Repayment (224) Balance – March 31, 2025 $ 42,160 Interest 1,613 Balance –December 31, 2025 $ 43,773 20. Convertible loan payable Liability component of convertible loan $ Equity component of convertible loan $ Total $ Balance - March 31, 2024 - - - Addition 98,382 4,368 102,750 Extension (4,198) 8,123 3,925 Interest and accretion 16,156 - 16,156 Balance- March 31, 2025 110,340 12,491 122,831 Interest 7,107 - 7,107 - Balance- December 31, 2025 117,447 12,491 129,938 On April 27, 2024, the Company issued an 8% interest bearing, unsecured, convertible promissory note in the principal amount of $102,750. The convertible promissory note matured on September 27, 2024. The principal amount may be converted in whole or in part into fully paid and non-assessable common shares in the capital of the Company at a conversion price of $0.50 per common share, resulting in the issuance of up to 205,500 common shares upon the conversion of the convertible
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promissory note in accordance with its terms. ELCORA ADVANCED MATERIALS CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2025 AND 2024 EXPRESSED IN CANADIAN DOLLARS UNLESS OTHERWISE INDICATED 19 20. Convertible loan payable (continued) The Company accounted for the convertible loans issued for cash as a hybrid financial instrument with separate debt and equity components. The equity is recorded at residual value and deducted from the face value of the debt to arrive at the liability component which is recorded at amortized cost and is being accreted to the face value over the term to maturity of the convertible loan at an effective interest rate of 18%. Upon maturity at September 27, 2024, the loan became due on demand. On October 31, 2024 the Company extended the maturity date of the loan to March 27, 2025 with all other terms being the same. The fair value of the convertible loan immediately prior to amendment was $106,195, and the fair value of conversion feature immediately prior to amendment was $4,368. Upon recognition of the new loan, the Company determined the fair value of the convertible loans to be $101,998 and the fair value of conversion feature was $8,123. This resulted in a loss on extinguishment of debt of $3,925 which was recognized in profit or loss during the year ended March 31, 2025. After maturity date of March 27, 2025, the loan became due on demand. The loan is past due and is in default. During the period ended December 31, 2025, the Company recorded interest of $7,107 (December 31, 2024 -interest and accretion of $14,854). At December 31, 2025, the liability component was $117,447 (March 31, 2025 - $110,340). 21. Share capital and reserves Authorized capital stock Unlimited common shares without nominal or par value. Shares Issued for the period ended December 31, 2025 No shares were issued during this period. On February 7, 2025, the Company consolidated its shares on a ten (10) pre-consolidated to one (1) post- consolidation share basis. These consolidated financial statements reflect the post-consolidated shares retroactively. Shares issued for the period ended December 31, 2025 and year ended March 31, 2025 No shares were issued during this year. Warrants The following is a summary of the Company’s warrant activity: December 31, 2025 March 31, 2025 Number of Warrants Weighted Average Exercise Price Number of Warrants Number of Warrants Beginning balance - - 5,002,370 $ 2.00 Expired - - (5,002,370) (2.00) Ending balance - - - $ - As at December 31, 2025, the Company did not have any warrants outstanding. ELCORA ADVANCED MATERIALS CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2025 AND 2024 EXPRESSED IN CANADIAN DOLLARS UNLESS OTHERWISE INDICATED 20 21. Share capital and reserves (continued) Stock options The Board of Directors of the Company has adopted an incentive stock option plan (the “Option Plan”). Under the Option Plan, the Board of Directors of the Company may, from time to time, at its discretion, and in accordance with the exchange requirements and applicable securities legislation, grant to directors, officers, employees and consultants of the Company, non-transferable options to purchase common shares. The number of common shares reserved for issuance under the Option Plan will not exceed 20% of the then-issued and outstanding common shares of the Company. The number of Options awarde
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d to any one individual in any 12-month period shall not exceed 5% of the issued and outstanding common shares as at the award date and the number of options awarded to all persons providing investor relations activities will not exceed 1% of the issued and outstanding common shares of listed securities in any 12-month period. Vesting terms and Expiry Date are determined by the Board of Directors at the time of grant. During the year ended March 31, 2025, 5,002,370 stock warrants with an exercise price of $2.00 expired without exercise. The following table summarizes the changes in the outstanding stock options for the period ended December 31, 2025: Number of options # Weighted average exercise price $ Balance –March 31, 2024 and 2025 770,000 0.50 Balance – Exercisable at March 31, 2025 736,667 0.50 Cancelled (25,000) 1.00 Balance – December 31, 2025 745,000 0.52 Balance – Exercisable December 31, 2025 736,667 0.52 On February 27, 2023, the Company granted 1,020,000 stock options which vested immediately with an exercise price of $0.50 per share expiring on February 27, 2028. The fair value of the stock options was estimated to be $614,651 using the Black-Scholes Option Pricing Model with the following assumptions: term – 5 years; expected volatility - 151%; risk-free rate – 3.57%; and expected dividends - zero. On June 9, 2023, the Company granted stock options to purchase up to 25,000 common shares of the Company at an exercise price of $0.85 per share expiring on June 9, 2028. The stock options vest 1/3 on June 9, 2024, 1/3 on June 9, 2025, and 1/3 on June 9, 2026. The fair value of the stock options was estimated to be $19,538 using the Black-Scholes Option Pricing Model with the following assumptions: term – 5 years; expected volatility – 152%; risk-free rate – 3.68%; and expected dividends - zero. During the year ended March 31, 2024, 25,000 options was forfeited. On June 15, 2023, the Company granted stock options to purchase up to 50,000 common shares of the Company at an exercise price of $1.00 per share expiring on June 15, 2028. The stock options vest 1/3 on June 15, 2024, 1/3 on June 15, 2025, and 1/3 on June 15, 2026. The fair value of the stock options was estimated to be $45,992 using the Black-Scholes Option Pricing Model with the following assumptions: term – 5 years; expected volatility – 153%; risk-free rate – 3.64%; and expected dividends - zero. During the period ended December 31, 2025, 25,000 stock options with an exercise price of $1.00 were cancelled due to termination of the consultant, resulting in a reversal of $19,114 of out of share-based payment reserves and a reversal of opening deficit. During the period ended December 31, 2025, the Company recognized $2,721 as stock-based compensation (December 31, 2024 - $21,401). ELCORA ADVANCED MATERIALS CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2025 AND 2024 EXPRESSED IN CANADIAN DOLLARS UNLESS OTHERWISE INDICATED 21 21. Share capital and reserves (continued) The range of exercise prices of stock options outstanding and exercisable as at December 31, 2025 are as follows: Outstanding options Exercisable options Exercise prices Number of options outstanding # Weighted average remaining term (years) Weighted average exercise price $ Number of options exercisable # Weighted average exercise price $ $0.50 720,000 2.16 0.50 720,000 0.50 $1.00 50,000 2.46 1.00 33,333 1.00 770,000 2.18 0.50 753,333 0.53 Restric
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ted Share Units The Board of Directors of the Company adopted a Restricted Share Unit plan on August 24, 2022. They amended and restated the plan on November 22, 2024 (the “Restricted Share Units Plan”). The Restricted Share Units Plan stipulates that the maximum aggregate number of Plan Shares that may be reserved for issuance under the Plan at any point in time is 17,037,701 common shares. On April 27, 2024, the Company granted 880,000 RSUs to a consultant of the Company, with a vesting date of one year’s time from the date of grant. The RSUs expire five years from the grant date. The Company recognized $2,929 in management and consulting fee during the period ended December 31, 2025 (December 31, 2024 - $Nil). The fair value of the RSUs granted were determined using the market price of the Company’s common shares on the date of grant. Number of Restricted Share Units Balance, March 31, 2024 - Issued 880,000 Balance, March 31, 2025 and December 31, 2025 880,000 As at December 31, 2025, Restricted Share Units are outstanding are as follows: Expiry date Number Issued # Issued and exercisable # April 27, 2029 880,000 - Share based payment reserve The share-based payment reserve records items recognized as stock-based compensation expense and other share- based payments until such time that the stock options or warrants are exercised, at which time the corresponding amount will be transferred to share capital. 22. Foreign currency translation reserve The foreign currency translation reserve records the unrealized translation gains and losses in the translation of the subsidiary Ermazon from its functional currency of US dollar to Canadian dollar. Monetary assets and liabilities denominated in foreign currencies at the reporting date are re-translated to the functional currency at the closing rate (the exchange rate at the reporting date). Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the original transaction. ELCORA ADVANCED MATERIALS CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2025 AND 2024 EXPRESSED IN CANADIAN DOLLARS UNLESS OTHERWISE INDICATED 22 23. Segmented information The Company operates in one business segment, being the exploration and development of mineral properties. Geographical segments The Company is in the business of mineral exploration in Morocco. Information regarding the Company’s geographic locations is as follows: Exploration and evaluation assets, as at December 31, 2025 March 31, 2025 $ $ Morocco 1,833,827 1,732,254 1,833,827 1,732,254 No revenue was generated for the period ended December 31, 2025 and December 31, 2024. 24. Licensing income During the year ended March 31, 2025, the Company, through its wholly owned subsidiary, Graphene Corp., entered into a Technology License Agreement (the “Agreement”) with G6, a technology company offering graphene-based products incorporated in the province of British Columbia, Canada, in respect of intellectual property rights associated with graphene coating technology (the "Subject Technology"). The License for the Subject Technology is for a period of up to February 1, 2026 and is non-exclusive, non-sublicensable and non- transferable. In consideration for granting the license for use, the Company received 3,333,333 common shares of G6 at fair value of $300,000 (Note 15). The transaction was recognized in accordance with IFRS 1
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5 (Revenue from Contracts with Customers), where the consideration received reflects the fair value of the shares on the date of the transaction. During the year ended March 31, 2025, the Company recognized licensing income of $300,000 as the Company had fulfilled its performance obligations under the agreement. No income was recognized during the period ended December 31, 2025. 25. Subsequent events On January 23, 2026 and January 30, 2026, the Company closed the first and second tranche of a non-brokered private placement, receiving gross proceeds of $2,250,000 for the sale of 18,749,999 Units at a price of $0.12 per Unit. Each Unit consists of one (1) common share and one (1) share purchase warrant (a “Warrant”). Each Warrant will be exercisable for an additional share at a price of $0.16 for a period of twenty-four (24) months from issuance. One of the Company’s Directors participated in the Offering and acquired a total of 2,000,001 Units for total gross proceeds of $240,000.
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