Original News Release
SEDAR Interim Financial Statements
1 Condensed Interim Consolidated Financial Statements of Resouro Strategic Metals Inc. For the three and nine months ended December 31, 2025 and December 31, 2024 (Expressed in Canadian Dollars) Unaudited condensed interim consolidated financial statements In accordance with National Instrument 51-102 released by the Canadian Securities administrators, the Company discloses that its auditors have not reviewed these condensed interim consolidated financial statements for the three and nine months ended December 31, 2025 and December 31, 2024. 2 RESOURO STRATEGIC METALS INC. Condensed Interim Consolidated Statements of Financial Position (Expressed in Canadian dollars) December 31, March 31, As at, Notes 2025 2025 ASSETS Current assets Cash $ 2,017,593 $ 1,843,664 Prepaid expenses 61,158 54,958 Accounts receivable 32,500 26,800 2,111,251 1,925,422 Non-current assets Right-of-use asset 6 - 7,849 Property and equipment 4 169,986 218,391 Exploration and evaluation assets 5 5,730,340 5,730,340 5,900,326 5,956,580 TOTAL ASSETS 8,011,577 7,882,002 LIABILITIES Current liabilities Accounts payable and accrued liabilities 8 159,390 167,342 Due to related party 11 69,634 100,019 Lease obligation - current portion 7 - 5,789 229,024 273,150 TOTAL LIABILITY 229,024 273,150 SHAREHOLDERS' EQUITY Share capital 9 21,363,745 19,480,922 Warrants 9 1,562,381 464,274 Contributed surplus 3,497,082 3,471,602 Foreign currency translation reserve 32,087 32,087 Non-controlling interest (97,100) 17,080 Deficit attributable to shareholders (18,575,642) (15,857,113) Total shareholders' equity 7,782,553 7,608,852 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 8,011,577 $ 7,882,002 Going Concern 1 Approved by the Board of Directors on February 5, 2026 "Christopher Eager” “Philippe Martins” CEO and Director Director The accompanying notes are an integral part of these condensed interim consolidated financial statements. 3 RESOURO STRATEGIC METALS INC. Condensed Interim Consolidated Statements of Loss and Other Comprehensive Loss (Expressed in Canadian dollars) Three months ended Nine months ended December 31, December 31, Notes 2025 2024 2025 2024 General and administrative Management fees $ 217,346 $ 449,650 $ 800,680 $ 1,217,931 Professional fees 37,337 125,526 436,470 1,111,766 Investor relations 212,002 48,612 317,478 232,193 Travel - project related 78,913 38,563 97,066 34,917 Office and administrative 34,193 30,328 83,430 70,461 Share-based compensation 9 - 152,501 25,480 266,401 Depreciation 4 9,676 18,468 26,401 30,321 Accretion of right-of-use obligation 6 - 716 182 2,876 Depreciation of right-of-use asset 6 - 7,437 7,247 22,062 Foreign exchange loss (gain) 6,738 107,050 18,768 28,212 Exploration and evaluation expenditures 5 521,769 493,075 1,069,848 2,402,405 1,117,974 1,471,926 2,883,050 5,419,545 Other items Interest income (9,923) (48,410) (50,341) (140,016) Total comprehensive loss 1,108,051 1,423,516 2,832,709 5,279,529 Total comprehensive loss attributable to Common shareholders 1,064,220 1,373,422 2,718,529 5,074,730 Non-controlling interest 10 43,831 50,094 114,180 204,799 Attributable comprehensive loss $ 1,108,051 $ 1,423,516 $ 2,832,709 $ 5,279,529 Net loss per share - basic and diluted $ (0.01) $ (0.02) $ (0.03) $ (0.05) Weighted average shares outstanding basic and diluted 104,003,092 92,526,532 96,106,496 88,019,389 The accompanying notes are an integral part of these condensed interim consolidated financial statements. 4 RESOURO STRATEGIC METALS
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INC. Condensed Interim Consolidated Statements of Cash Flow (Expressed in Canadian dollars) Nine months ended December 31, Note 2025 2024 Cash flow used in operating activities Loss for the period $ (2,832,709) $ (5,279,529) Items not affecting cash: Share-based compensation 9 25,480 266,401 Depreciation 4 26,401 30,321 Foreign exchange 28,371 28,828 Accretion of right-of-use obligation 6 182 2,876 Depreciation of right-of-use asset 6 7,247 22,062 Net change in non-cash working capital balances: Accounts receivable (5,700) 19,088 Interest receivable - (14,728) Prepaid expenses (6,200) 2,223 Due from related parties (30,385) (43,975) Accounts payable and accrued liabilities (7,952) (827,839) Cash flow used in operating activities (2,795,265) (5,794,272) Cash flow provided by financing activities Repayment of office lease 7 (5,145) (24,621) Exercise of stock options 9 - 46,375 Private placement, net share issue costs 9 2,980,931 6,794,743 Cash flow provided by financing activities 2,975,786 6,816,497 Cash flow used in investing activities Exploration and evaluation costs 5 - (50,000) Property and equipment 4 (6,592) (29,928) Cash flow used in investing activities (6,592) (79,928) Net change in cash 173,929 942,297 Cash at beginning of the period 1,843,664 1,921,272 Cash at the end of the period $ 2,017,593 $ 2,863,569 The accompanying notes are an integral part of these condensed interim consolidated financial statements. 5 RESOURO STRATEGIC METALS INC. Condensed Interim Consolidated Statements of Shareholders' Equity (Expressed in Canadian dollars) Share Capital Number of shares Amount Warrants Contributed surplus Non- controlling interest Other comprehensive income Accumulated deficit Total equity Balance at March 31, 2023 43,974,956 $ 5,770,329 $ 359,707 $ - $ - $ 32,087 $ (6,109,783) $ 52,340 Shares issued in private placements (Note 9) 30,565,236 6,743,000 - - - - - 6,743,000 Shares issued as compensation 1,642,000 870,260 - - - - - 870,260 Shares issuance costs (Note 9) - (413,380) - - - - - (413,380) Agent shares (Note 9) - 120,000 - - - - - 120,000 Agent warrants (Note 9) - (104,567) 104,567 - - - - - Share based compensation (Note 9) - - - 1,385,975 - - - 1,385,975 Acquisition compensation issued - - - 1,456,400 - - - 1,456,400 Non-controlling interest (Note 11) - - - - 258,519 - - 258,519 Loss for the year attributable to shareholders - - - - (4,680) - (3,695,693) (3,700,373) Balance at March 31, 2024 76,182,192 $ 12,985,642 $ 464,274 $2,842,375 $ 253,839 $ 32,087 $ (9,805,476) $ 6,772,741 Shares issued in private placements (Note 9) 16,000,000 7,300,420 - - - - - 7,300,420 Shares issuance costs (Note 9) - (933,772) - - - - - (933,772) Shares issued - property acquisition (Note 5) 142,857 40,000 - - - - - 40,000 Agent options (Note 9) - - - 428,094 - - - 428,094 Stock options exercised (Note 9) 265,000 88,632 - (42,257) - - - 46,375 Share based compensation (Note 9) - - - 243,390 - - - 243,390 Loss for the year attributable to shareholders - - - - (236,759) - (6,051,637) (6,288,396) Balance at March 31, 2025 92,590,049 $ 19,480,922 $ 464,274 $3,471,602 $ 17,080 $ 32,087 $ (15,857,113) $ 7,608,852 Shares issued in private placements (Note 9) 15,000,000 1,882,823 - - - - - 1,882,823 Common share warrants (Note 9) - - 1,098,107 - - - - 1,098,107 Share based compensation (Note 9) - - - 25,480 - - - 25,480 Loss for the period attributable to shareholders - - - - (114,180) - (2,718,529) (2,832,709) Balance at December 31, 2025 107,590
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,049 $ 21,363,745 $ 1,562,381 $3,497,082 $ (97,100) $ 32,087 $ (18,575,642) $ 7,782,553 The accompanying notes are an integral part of these condensed interim consolidated financial statements. RESOURO STRATEGIC METALS INC. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2025 and December 31, 2024 (Expressed in Canadian Dollars) 6 1. NATURE OF OPERATIONS AND GOING CONCERN Resouro Strategic Metals Inc. (“the Company” or “Resouro”), formerly Resouro Gold Inc., was incorporated on August 4, 1992, under the laws of British Columbia, Canada. The Company’s head office and registered is Suite 250, 997 Seymour Street, Vancouver, British Columbia, Canada V6B 3M1. The Company’s shares are listed on the Australian Securities Exchange (the “ASX”) under the symbol “RAU”, the Canadian Toronto Stock Exchange, Venture Exchange, (the “TSX.V”) under the symbol “RSM” and the United States Over the Counter Venture Market exchange (the “OTCQB”) under the symbol “RSGOF”. The Company has four subsidiaries. Ison Mining Pte Ltd. (“ISON”) is owned by Resouro. ISON was incorporated under the laws of Singapore. ISON owns 100% of the outstanding shares of ISON do Brasil Mineração Ltda (“ISON do Brasil”), a company incorporated under the laws of Brazil. Tiros Stratmet Pte Ltd (“TSPS”) is 100% owned by Resouro. TSPS was incorporated under the laws of Singapore. TSPS owns 90% of the outstanding shares of Tiros Minerais Estrategicos Mineração Ltda (“TMEL”), a company incorporated under the laws of Brazil. A third party holds a 10% non-controlling interest over the Tiros project assets through its 10% ownership of TMEL. The Company is an exploration stage company and has interests in mineral exploration properties in Brazil. Substantially all of the Company’s efforts are devoted to financing and developing these properties and/or acquiring new ones. There has been no determination whether the Company's interests in mineral exploration properties contain mineral reserves, which are economically recoverable. The recoverability of resources discovered is dependent upon the reserves being economically recoverable, the ability of the Company to obtain the necessary financing to complete their exploration and development, confirmation of the Company’s interest in the underlying claims and leases, ability to obtain the necessary permits to mine, and future profitable production or proceeds from the disposition of these assets. These condensed interim consolidated financial statements are prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. Realization values may be substantially different from the carrying values shown and these condensed interim consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. The Company’s continuing operations and the ability of the Company to meet mineral property and other commitments are dependent upon the ability of the Company to continue to raise additional equity or debt financing and to seek joint venture partners. At the date of these condensed interim consolidated financial statements, the Company has not achieved profitable operations and has accumulated losses since inception. The Company had a working capit
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al surplus of $1,882,227 (March 31, 2025 $1,652,272) and an accumulated deficit attributable to shareholders of $18,575,642 (March 31, 2025 $15,857,113) for the nine months ended December 31, 2025. The Company has incurred a loss from operations of $2,832,709 for the nine months ended December 31, 2025 (December 31, 2024 - $5,279,529). These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. The financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. Management believes the going concern basis is appropriate, as the Company has sufficient capital to fund operations for the next twelve months and has demonstrated an ability to raise additional capital from new and existing investors. However, there can be no assurance that such financing will be available when required. 2. SUMMARY OF MATERIAL ACCOUNTING POLICIES These condensed interim consolidated financial statements should be read in conjunction with the annual audited financial statements for the year ended March 31, 2025. Details outlining the Company’s accounting policies are contained in the notes to the financial statements for the year ended March 31, 2025. RESOURO STRATEGIC METALS INC. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2025 and December 31, 2024 (Expressed in Canadian Dollars) 7 3. BASIS OF PRESENTATION Statement of compliance These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS®”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) effective for the reporting period. There are no new IFRS and/or IFRIC pronouncements currently in effect that would have a material effect on the Company. These condensed interim consolidated financial statements for the period, were prepared using the same basis of presentation, accounting policies and methods of computation as those of the audited consolidated financial statements for the year ended March 31, 2025. Basis of presentation and measurement These condensed interim consolidated financial statements have been prepared on a historical cost basis. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information. The preparation of these condensed interim consolidated financial statements requires management to make judgments, estimates, and assumptions that affect the application of the policies and reported amounts of assets, liabilities, revenue, and expenses. Actual results may differ from these estimates. The accounting policies set out below have been applied consistently to all periods presented in these condensed interim consolidated financial statements. Basis of consolidation These condensed interim consolidated financial statements comprise the accounts of the parent company, and its wholly-owned subsidiaries, after the elimination of all material intercompany balances and transactions. Subsidiaries Subsidiaries are all entities over which the Company has the power to govern the financial and operating policies generally
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accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company until the date on which control ceases. The Company has four subsidiaries. ISON is 100% owned by Resouro. ISON was incorporated under the laws of Singapore. ISON owns 100% of the outstanding shares of ISON do Brasil, a company incorporated under the laws of Brazil. TSPS is 100% owned by Resouro. TSPS was incorporated under the laws of Singapore. TSPS owns 90% of the outstanding shares of TMEL, a company incorporated under the laws of Brazil. A third party owns a 10% non-controlling interest of the Tiros project assets through its 10% ownership of TMEL. Subsidiaries are deconsolidated from the date control ceases. The interest of non-controlling shareholders in the acquiree are initially measured at the non-controlling shareholders’ proportionate share of the acquiree’s identifiable net assets (after any relevant fair value adjustments to the assets, liabilities and contingent liabilities recognised as part of the business combination). Changes in the Company’s ownership interests that do not result in a loss of control are accounted for as equity transactions with the existing shareholder. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity. The non-controlling interests’ share of losses, where applicable, is attributed to the non-controlling interests irrespective of whether the non-controlling shareholders have a binding obligation and are able to make an additional investment to cover the losses. Functional and Presentation Currency These condensed interim consolidated financial statements are presented in Canadian dollars, which is the functional and reporting currency of Resouro and its subsidiaries. Below is a list of ownership percentages and functional currencies of Resouro’s subsidiaries: RESOURO STRATEGIC METALS INC. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2025 and December 31, 2024 (Expressed in Canadian Dollars) 8 3. BASIS OF PRESENTATION (Continued) Entity Name Functional Currency Ownership Percentage Ison Mining Pte Ltd. (“ISON”) Canadian Dollar 100% Ison Do Brasil Mineração (“ISON do Brasil”) Canadian Dollar 100% Tiros Stratmet Pte Ltd (“TSPS”) Canadian Dollar 100% Tiros Minerais Estrategicos Mineração Ltda (“TMEL”) Canadian Dollar 90% (10% NCI(1)) (1) Non-controlling interest Non-controlling interest Non-controlling interest represents equity interests in subsidiaries owned by outside parties. The share of net assets of subsidiaries attributable to non-controlling interests is presented as a component of shareholders’ equity (deficiency). Changes in the Company’s ownership interest in subsidiaries that do not result in a loss of control are accounted for as equity transactions. Non-controlling interest consists of the non-controlling interest at the date of the original acquisition plus the non- controlling interest share of changes in equity since the date of acquisition. The Company owns 90% of the Tiros property assets held by its subsidiary, TMEL. These consolidated financial statements include 100% of the assets and liabilities related t
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o TMEL and include a non-controlling interest representing 10% of TMEL. Financial instruments Financial assets The Company recognizes financial assets when it becomes party to the contractual provisions of an instrument. On initial recognition, financial assets are recognized at fair value and are subsequently classified and measured at: amortized cost; fair value through other comprehensive income (“FVTOCI”); or fair value through profit or loss (“FVTPL”). The classification of financial assets depends on the purpose for which the financial assets were acquired and is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. Financial assets are measured at fair value net of transaction costs that are directly attributable to its acquisition except for financial assets at FVTPL where transaction costs are expensed. All financial assets not classified and measured at amortized cost or FVTOCI are measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. The classification determines the method by which the financial assets are carried on the consolidated statement of financial position subsequent to inception and how changes in value are recorded. Financial assets are classified as current assets or non-current assets based on their maturity date. The Company’s financial assets consist of cash and accounts receivable classified at amortized cost. The Company’s financial assets consist of cash and accounts receivable classified at amortized cost. Derecognition of financial assets The Company derecognizes a financial asset when its contractual rights to the cash flows from the financial asset expire. Impairment of financial assets An expected credit loss (“ECL”) model applies to financial assets measured at amortized cost, contract assets and debt investments at FVTOCI, but not to investments in equity instruments. The ECL model requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset’s original effective interest rate, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period. In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had RESOURO STRATEGIC METALS INC. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2025 and December 31, 2024 (Expressed in Canadian Dollars) 9 3. BASIS OF PRESENTATION (Continued) the impairment not been recognized. The Company’s financial assets measured at amortized cost are subject to the ECL model. Financial liabilities The Company recognizes a financial liability when it becomes part
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y to the contractual provisions of the instrument. At initial recognition, the Company measures financial liabilities at their fair value plus transaction costs that are directly attributable to their issuance, with the exception of financial liabilities subsequently measured at fair value through profit or loss for which transaction costs are immediately recorded in profit or loss. Financial liabilities are designated as either: fair value through profit or loss; or amortized cost using the effective interest rate. All financial liabilities are classified and subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried on the consolidated statement of financial position subsequent to inception and how changes in value are recorded. The Company’s financial liabilities consist of accounts payable and accrued liabilities, loan payable and due to related party classified at amortized cost. Where an instrument contains both a liability and equity component, these components are recognized separately based on the substance of the instrument, with the liability component measured initially at fair value and the equity component assigned the residual amount. Derecognition of financial liabilities The Company derecognizes a financial liability only when its contractual obligations are discharged, cancelled or expire. Leases At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. At commencement date, right-of-use assets are measured at cost, where cost comprises (a) the amount of the initial measurement of the lease liability; (b) any lease payments made at or before the commencement date, less any lease incentives received; (c) any initial direct costs incurred by the Company; and (d) an estimate of costs to be incurred by the Company in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease, unless those costs are incurred to produce inventories. The Company subsequently measures a right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses; and adjusted for any re-measurement of the lease liability. Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term. A lease liability is initially measured at the present value of the unpaid lease payments, discounted using the lessee’s incremental borrowing rate applied to the lease liabilities. The Company determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and the type of leased asset. Subsequently, the Company measures a lease liability by: (a) increasing the carrying amount to reflect interest on the lease liability; (b) reducing the carrying amount to reflect the lease payments made; and (c) re-measuring the carrying amount to reflect any reassessment or lease modifications, or to reflect revised in substance fixed lease payments. Cash Cash in the consolidated statements of financial position is comprised of cash at banks and on-hand. Critical accounting judgmen
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ts and estimates The preparation of the Company’s financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities RESOURO STRATEGIC METALS INC. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2025 and December 31, 2024 (Expressed in Canadian Dollars) 10 3. BASIS OF PRESENTATION (Continued) at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates. Information about significant areas of estimation uncertainty and judgments made by management in preparing the financial statements are described below. The preparation of financial statements in conformance with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenue, and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Judgments Critical accounting judgments require management to make assumptions that may result in a material adjustment to the carrying amount of assets and liabilities within the next financial year and include, but are not limited to, the following: Functional currency The functional currency of each of the Company’s subsidiaries is the currency of the primary economic environment in which the entity operates. Determination of the functional currency may involve certain judgments to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment. The Canadian dollar was determined to be the functional currency for all entities within the corporate group on a prospective basis. All entities continue to measure the items in their financial statements using their functional currencies. Mineral properties under exploration The carrying amount of the Company’s exploration and evaluation assets does not necessarily represent present or future values, and the Company’s exploration and evaluation assets have been accounted for under the assumption that the carrying amount will be recoverable. Recoverability is dependent on various factors, including the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development and upon future profitable production or proceeds from the disposition of the mineral properties themselves. Additionally, there are numerous geological, economic, environmental and regulatory factors and uncertainties that could impact management’s assessment as to the overall viability of its properties or to the ability to generate future cash flows necessary to cover or exceed the carrying value of the Company’s exploration and evaluation assets. Going Concern These condensed interim consolidated financial statem
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ents have been prepared on a going concern basis and do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Management has applied judgment in the assessment of the Company’s ability to continue as a going concern, considering all available information, and concluded that the going concern assumption is appropriate for a period of at least twelve months following the end of the reporting period. Given the judgment involved, actual results may lead to a materially different outcome. RESOURO STRATEGIC METALS INC. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2025 and December 31, 2024 (Expressed in Canadian Dollars) 11 3. BASIS OF PRESENTATION (Continued) Estimates Critical accounting estimates are estimates and assumptions made by management that may result in a material adjustment to the carrying amount of assets and liabilities within the next financial year and include, but are not limited to, the following: Share-based payments and warrant valuations The determination of the fair value of stock options or warrants using the Black-Scholes option pricing model, requires the input of highly subjective assumptions, including the expected price volatility. Changes in the subjective input assumptions could materially affect the fair value estimate. RESOURO STRATEGIC METALS INC. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2025 and December 31, 2024 (Expressed in Canadian Dollars) 12 4. PROPERTY AND EQUIPMENT Asset Depreciation Net Book Value Computer & software Opening balance at March 31, 2023 $ 1,730 $ (409) $ 1,321 Additions 48,825 (1,088) 47,737 Balance at March 31, 2024 50,555 (1,497) 49,058 Disposals (2,485) 262 (2,223) Additions 51,109 (23,411) 27,698 Balance at March 31, 2025 99,179 (24,646) 74,533 Disposals (5,902) 5,902 - Additions 203 (19,523) (19,320) Balance at December 31, 2025 93,479 (38,267) 55,213 Office furniture & renovations Opening balance at March 31, 2023 7,552 (453) 7,099 Additions 5,008 (869) 4,139 Balance at March 31, 2024 12,560 (1,322) 11,238 Disposals (10,728) 111 (10,617) Additions 11,677 (7,054) 4,623 Balance at March 31, 2025 13,509 (8,265) 5,244 Disposals (10,778) 6,304 (4,474) Additions 218 (988) (770) Balance at December 31, 2025 2,949 (2,949) - Machinery & equipment Opening balance at March 31, 2023 6,246 (432) 5,814 Additions 130,015 (1,338) 128,677 Balance at March 31, 2024 136,261 (1,770) 134,491 Additions 4,972 (14,434) (9,462) Balance at March 31, 2025 141,233 (16,204) 125,029 Disposals (2,816) 1,877 (939) Additions 952 (10,269) (9,317) Balance at December 31, 2025 139,369 (24,596) 114,773 Office renovations Opening balance at March 31, 2024 - - - Additions 4,253 (1,177) 3,076 Balance at March 31, 2025 4,253 (1,177) 3,076 Disposals (4,253) 1,177 (3,076) Additions - - - Balance at December 31, 2025 - - - Total property and equipment at March 31, 2024 199,376 (4,589) 194,787 Total property and equipment at March 31, 2025 258,174 (50,292) 207,882 Total property and equipment at December 31, 2025 $ 235,797 $ (65,812) $ 169,986 RESOURO STRATEGIC METALS INC. Notes to the Condensed Interim Consolidated Financial Statements For the three
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and nine months ended December 31, 2025 and December 31, 2024 (Expressed in Canadian Dollars) 13 5. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES March 31, 2025 Additions December 31, 2025 Brazil Novo Mundo $1,636,607 $ - $1,636,607 Tiros project 3,953,203 - 3,953,203 Santa Angela 140,530 - 140,530 Total $5,730,340 $ - $5,730,340 March 31, 2024 Additions March 31, 2025 Brazil Novo Mundo $1,636,607 $ - $1,636,607 Tiros project 3,863,203 90,000 3,953,203 Santa Angela 140,530 - 140,530 Total $5,640,340 $ 90,000 $5,730,340 The Tiros Rare Earth Elements and Titanium Oxide Project On July 31, 2023, the Company entered into a definitive purchase agreement (“Tiros Agreement”) to acquire a 33.3% interest in the Tiros project (“Tiros”) with the right to earn the remaining interest by achieving certain milestones. The Tiros Agreement included acceleration provisions. Resouro acquired 80,000 shares of TSPS a company incorporated in Singapore whose subsidiary TMEL, a company incorporated in Brazil, holds the titles that comprise the Tiros project area. The Company received approval from the TSX Venture Exchange (“TSXV”) on March 11, 2024, which constitutes the closing date. On October 19, 2023, the Company announced that it had entered into an agreement, the First Addendum, with RBM Consultoria Mineral Eirlei (“RBM”) to accelerate the earn-in provisions detailed in the Tiros Agreement which resulted in the transfer of RBM’s control over TSPS to Resouro. Therefore, at March 11, 2024, upon close of the transaction, Resouro owned 100% of TSPS which owned 90% of TMEL. The remaining 10% of TMEL is owned by RBM as a non-controlling interest. This transaction has been accounted for as an acquisition of net assets, rather than a business combination, as the net assets acquired did not represent a separate business operation. The Company applied IFRS 2 Share-based Payments in accounting for and assessing the transaction. The following tables summarize the fair value of the total consideration paid and the aggregate fair value of the identified assets acquired, and liabilities assumed: Purchase price Value Stock options (Note i) $ 1,456,400 Common shares (Note ii) 870,260 Performance rights (Note iii) - Funding to TMEL prior to acquisition 1,199,962 Total purchase price $ 3,526,622 RESOURO STRATEGIC METALS INC. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2025 and December 31, 2024 (Expressed in Canadian Dollars) 14 5. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES (Continued) Net Assets Acquired Total Current assets $ 68,172 Property and equipment 171,777 Exploration and evaluation assets 3,863,203 Current liabilities (318,012) Value of net assets allocated to non-controlling interest – 10% (258,518) Total net assets acquired $ 3,526,622 (i) On March 11, 2024, 4,000,000 stock options were issued to Resmin as compensation for its 33.3% ownership of TSPS. The options are exercisable at a price of $0.20 per share, for a period of five years from the date of grant. The fair value assigned for the stock options was $1,456,400 and was expensed upon issuance. The fair value was determined using the Black-Scholes option-pricing model, with the following assumptions: expected dividend yield of 0%; risk-free interest rate of 3.5%; volatility of 69%, and an expected life of 5 years. The options vested immediately following issuance. (ii) On March 19, 2024, the Company issued 1,642,000 common
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shares to RBM as compensation for the 66.7% ownership of TSPS, a company incorporated in Singapore whose subsidiary TMEL, a company incorporated in Brazil, holds the titles that comprise the Tiros project area. The shares are subject to a four-month hold period. A fair value of $870,260 was assigned to the shares. (iii) In consideration of RBM accelerating the earn-in provision of the Tiros Agreement RBM will receive 750,000 performance rights of Resouro that will be convertible into common shares upon completion of the Definitive Feasibility Study by Resouro. The performance rights are considered to have no value at this time because management cannot accurately predict when the performance condition associated with those rights will be met. On September 9, 2024 the Company entered into a binding agreement to acquire 3 additional tenements in the Tiros project area. The tenements complement the existing holdings by extending the mineral rights held in the North to the Southern holdings. The three tenements are contiguous with the Sao Gotardo block of the Tiros project and intersect the Capacete Formation associated with the project. Consideration paid includes the following staged transactions: a. Initial cash payment of $50,000 and the issuance of 142,857 common shares were completed on October 24, 2024. The shares are valued at a price of $0.28, which was the closing common share price on October 24, 2024, for a total value of $40,000. b. Milestone 1: Resouro will drill 6 holes on the tenements whereby at least 3 holes show a minimum of 20 continuous meters of intercepts with over 2,000 ppm of TREO, within 2 years of the purchase date. If drilling is not completed within 2 years, then payment is due at September 9, 2026. Payment: $50,000 and 142,857 common shares of Resouro. c. Milestone 2: Resouro completes sufficient work to issue a JORC compliant report with an inferred resource of 100 million tonnes of at least 2,000 ppm TREO within 3 years of the purchase date. Payment: $50,000 and common shares based on the 20-day Volume-Weighted Average Price (“VWAP”) of Resouro shares which occur immediately prior to the date the milestone is completed, with a minimum VWAP floor price of $0.24. d. Milestone 3: Up to one year after the milestone 2 payment is made the final payment is due. Payment: $100,000 and common shares based on the 20-day VWAP of Resouro shares which occur immediately prior to the date the milestone is completed, with a minimum VWAP floor price of $0.24. RESOURO STRATEGIC METALS INC. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2025 and December 31, 2024 (Expressed in Canadian Dollars) 15 5. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES (Continued) Buracão Gold project During February 2021, the Company entered into an option agreement with a private owner to acquire 100% interest in mineral rights on the Buracão Gold project, located on the border between the States of Tocantins and Goias, Brazil. On February 25, 2023, the Company notified the seller that it was discontinuing its investments in the Buracão project. The Company has decided to reprioritize its allocation of resources from the Buracão project to the Novo Mundo gold project. Per the option agreement, the Company had the right to withdraw without further payment obligations if it gave 30 days notice before the second anniversary of signing the option agreement. The Company did not provi
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de the required 30 days notice, and as a result the Company has incurred a penalty of 2,000,000 (Brazilian Real “BRL”), per the option agreement, which were due in 3 installments. The final BRL 1,000,000 payment was reduced to BRL 920,000 because the Company paid the final amount early which resulted in a penalty relief of $21,856 and was recognized as an exploration and evaluation expenditure in the statement of loss and other comprehensive loss as of March 31, 2024. As a result of the withdrawal from the option agreement, the $503,508 of acquisition costs were written-off from the exploration and evaluation assets and recorded as a net loss under exploration and evaluation expenditures in the statement of loss and other comprehensive loss. In addition, the $533,800 penalty was recognized as an impairment cost under exploration and evaluation expenditures in the statement of loss and other comprehensive loss for a total impairment of $1,037,308 at March 31, 2023. Novo Mundo project On May 11, 2021, the Company entered into an agreement with Nexa Recursos Minerais S.A. (“Nexa”) for the rights to conduct exploration work for up to three years (the “Exploration Period”) on the Novo Mundo project located in the State of Mato Grosso, Brazil. The Company is now the rightful owner and titleholder of the Novo Mundo Project subject to the terms of the purchase agreement. The Company has the rights to conduct exploration work at its sole discretion. If within the remaining exploration period for each Mineral Right, an identified resource target which is predominately precious metals, the Company shall have the first right to develop and solely fund the project and Nexa will retain a 1.5% Net Smelter Return (“NSR”). If within the remaining exploration period for each Mineral Right, an identified resource target of which is predominately base metals: • Nexa shall have the first right to develop and solely fund a base metals project and the Company will retain a 1.5% NSR; and • if Nexa does not wish to proceed, the Company may elect to develop a base metals project and Nexa will retain a 1.5% NSR. • if it is determined that the Project is predominantly a precious metals Project, any base metals should be considered as byproducts of gold, silver and/or indium deposits in the Mineral Rights shall not be considered as base metals and shall be part of the precious metals project. Either party has the option to buy back the NSR from the counterparty for: • US$2,000,000 for the full 1.5% NSR (can be adjusted proportionately for partial buyback) before May 11, 2023; and • US$5,000,000 for the full 1.5% NSR (can be adjusted proportionately for partial buyback) before May 11, 2026. On January 19, 2023, the Company submitted two partial exploration reports (“PER”) to the Brazilian National Mining Agency (“ANM”). Following the approval of the first PER, the Company negotiated the timing of a RESOURO STRATEGIC METALS INC. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2025 and December 31, 2024 (Expressed in Canadian Dollars) 16 5. EXPLORATION AND EVALUATION ASSETS AND EXPENDITURES (Continued) payment of BRL 2,500,000 to Coogavepe, the original project owner, previous to Nexa, during October 2023, in order to proceed with the next phase of the exploration program. The final payment of BRL 1,5000,000 (CAD $405,000) was paid on June 19, 2024. Santa Angela project During December 2021, the Company
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acquired certain mineral exploration rights from the ANM to conduct mineral exploration work on the Santa Angela project in the State of Mato Grosso, Brazil. Total consideration paid for the exploration rights were BRL 551,099 ($140,530). Exploration and evaluation expenditures For the nine months ended, December 31, 2025 December 31, 2024 Drilling program $ - $ 701,863 Laboratory and studies 306,725 724,450 Professional consultants 637,526 746,995 Government fees 42,801 92,187 Equipment and supplies 82,796 136,909 Total exploration and evaluation expenditures $ 1,069,848 $ 2,402,405 6. RIGHT-OF-USE ASSETS On October 1, 2023, the Company entered into a lease to rent office space in Australia for a term of twenty-one months. As a result, $48,578 was added to the right-of-use asset and the associated liability for payments. A discount rate of 14.5% was used to determine the present value of the lease obligations. The lease expired June 2025. Opening balance - April 1, 2025 $ 7,849 Depreciation, for the year (7,247) Foreign exchange impact (602) Net carrying value - December 31, 2025 $ - Opening balance - April 1, 2024 $ 36,740 Depreciation, for the year (29,326) Foreign exchange impact 435 Net carrying value - March 31, 2025 $ 7,849 RESOURO STRATEGIC METALS INC. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2025 and December 31, 2024 (Expressed in Canadian Dollars) 17 7. LEASE OBLIGATION The Company’s lease obligations at March 31, 2024 relate to the office lease in Australia. A discount rate of 14.5% was used to determine the present value of the lease obligations. The lease expired June 2025. Opening balance - April 1, 2025 $ 5,789 Repayments (5,145) Accretion 182 Foreign exchange impact (826) Closing balance - December 31, 2025 $ - Opening balance - April 1, 2024 $ 32,857 Repayments (30,386) Accretion 3,317 Foreign exchange impact 1 Closing balance - March 31, 2025 $ 5,789 8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, March 31, 2025 2025 Trade and other payables $ 159,390 $ 105,342 Accrued liabilities - 62,000 $ 159,390 $ 167,342 RESOURO STRATEGIC METALS INC. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2025 and December 31, 2024 (Expressed in Canadian Dollars) 18 9. SHARE CAPITAL Authorized As at the date of this report, the authorized share capital of the Company was an unlimited number of common shares without par value. Ref Number (1) Value Balance at March 31, 2023 43,974,956 $ 5,770,329 Shares issued, May 10, 2023 (i) 2,753,333 413,000 Share issue costs, May 10, 2023 (i) - (5,292) Shares issued, July 11, 2023 (ii) 14,133,333 2,120,000 Share issue costs - agent shares issued, July 11, 2023 (ii) - (120,000) Share issue costs - agent warrants issued, July 11, 2023 (ii) - (104,567) Share issue costs, July 11, 2023 (ii) - (11,529) Shares issued, August 29, 2023 (iii) 10,107,142 2,830,000 Share issue costs, August 29, 2023 (iii) - (186,191) Shares issued, March 19, 2024 (v) 1,642,000 870,260 Shares issued, March 25, 2024 (iv) 3,571,428 1,500,000 Shares issue costs, March 25, 2024 (iv) - (90,368) Balance at March 31, 2024 76,182,192 $ 12,985,642 Shares issued, June 14, 2024 (vi) 16,000,000 7,300,420 Shares issue costs, June 14, 2024 (vi) - (933,772) Stock options exercised, April 26, 2024 (vii) 150,000 50,915 Stock options exercised, October 22, 2024 (viii) 115,000 37,717 Shares issued, Oct
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ober 24, 2024 (ix) 142,857 40,000 Balance at March 31, 2025 92,590,049 $ 19,480,922 Shares issued, October 21, 2025 (x) 15,000,000 3,000,000 Warrants issued, October 21, 2025 (x) (1,098,107) Share issue costs, October 21, 2025 (x) (19,068) Balance at December 31, 2025 107,590,049 $ 21,363,745 ( )1 An Officer and Director of the Company owned 17% of the outstanding common shares. Issued (i) On May 10, 2023, the Company closed a private placement in which 2,753,333 common shares were issued at a price of $0.15 per common share for cash consideration of $413,000. The Company paid $5,292 in finders’ fees. (ii) On July 11, 2023, the Company closed a private placement in which 13,333,333 common shares were issued at a price of $0.15 per common share for cash consideration of $2,000,000. The Company issued an additional 800,000 common shares valued at $120,000 to a broker as a finders’ fee. The Company issued 600,616 warrants to a broker as a finders’ fee with an exercise price of $0.20. The warrants expire on July 11, 2026. The Company paid an additional $11,529 in cash finders’ fees. RESOURO STRATEGIC METALS INC. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2025 and December 31, 2024 (Expressed in Canadian Dollars) 19 9. SHARE CAPITAL (Continued) (iii) On August 29, 2023, the Company closed a private placement in which 10,107,142 common shares were issued at a price of $0.28 per common share for cash consideration of $2,830,000. The Company paid $186,191 in finders’ fees. (iv) On March 19, 2024, the Company issued 1,642,000 common shares to RBM as compensation for transfer of RBM’s control over TSPS, a company incorporated in Singapore whose subsidiary TMEL, a company incorporated in Brazil, holds the titles that comprise the Tiros project area. A fair value of $870,260 was assigned to the shares. (v) On March 25, 2024, the Company issued 3,571,428 common shares at a price of $0.42 per common share for cash consideration of $1,500,000. The Company paid $90,368 in share issue costs of which $63,000 were finders’ fees. (vi) On June 14, 2024, the Company successfully completed a dual listing on the Australian Securities Exchange (“ASX”). Concurrent to the ASX listing the Company closed a private placement in Australia, which was considered an Initial Public Offering (“IPO”) on the ASX (“ASX offer”). The Company successfully closed the ASX offer on June 12, 2024, in which 16,000,000 CHESS Depository Interests (“CDI”) over common shares were issued at a price of AUD$0.50 (CAD$0.46). Cash consideration of AUD$8,000,000 (CAD $7,300,420) was received and $933,772 of share issue costs were recognized. The CDIs are subject to a 4 month plus 1 day hold period. Taylor Collison Limited, an Australian broker, acted as the Lead Manager for the ASX Offer. As compensation for its services, the Lead Manager was paid a broker fee of AUD$440,000 (CAD$402,600) which was equal to 5.5% of the aggregate gross proceeds of the Offer and was issued 1,843,643 broker options in the Company at an exercise price of CAD$0.68, vesting immediately, and expiring three years from the date of issue. The fair value assigned for the stock options was $428,094. The broker options are subject to a 24-month escrow period. Under ASX listing regulations, the following equity is subject to a 24-month escrow period. These equity instruments will be released from escrow on June 14, 2026: Holder Equity Number Issue date
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Remaining life Escrow release Resmin Options 4,000,000 March 11, 2024 3.4 June 14, 2026 Resmin Options 750,000 October 11, 2023 3.0 June 14, 2026 Directors Options 750,000 October 11, 2023 3.0 June 14, 2026 RBM Shares 1,642,000 March 11, 2024 N/A June 14, 2026 RBM Performance rights 750,000 October 15, 2023 3.0 June 14, 2026 Taylor Collison Options 1,843,643 June 4, 2024 1.6 June 14, 2026 (vii) On April 26, 2024, 150,000 stock options were exercised. The options were valued at $50,915 which is comprised of $26,250 cash and $24,665 of the Black-Scholes value re-classified from contributed surplus to share capital. (viii) On October 22, 2024, 115,000 stock options were exercised. The options were valued at $37,717 which is comprised of $20,125 cash and $17,592 of the Black-Scholes value re-classified from contributed surplus to share capital. (ix) On October 24, 2024, 142,857 common shares were issued to acquire 3 additional tenements in the Tiros project area. The shares were issued at $0.28 for a value of $40,000. (x) On October 21, 2025, the Company closed a private placement in which 15,000,000 units were issued at a price of $0.20 per unit for cash consideration of $3,000,000. Each unit was comprised of one common share of the capital in the Company and one-half of one common share purchase warrant, with each whole warrant being exercisable to acquire one common share at an exercise price of $0.30 RESOURO STRATEGIC METALS INC. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2025 and December 31, 2024 (Expressed in Canadian Dollars) 20 9. SHARE CAPITAL (Continued) per share for a three-year period, expiring on October 21, 2028. The Company paid $19,068 in share issue costs. Escrow Shares Under the terms of the RTO, the Company issued the following shares: • The pre-RTO shareholders were deemed to have been issued 7,031,079 common shares with a fair market value of $2,091,371. • The Company issued 29,655,750 common shares as consideration to the ISON shareholders with a value of $1,670,388. Of the 29,655,750 common shares issued, 26,671,273 were subject to escrow and were released on a timed-release basis. As of May 13, 2025, all shares were released from escrow. Reserve for warrants On May 15, 2022, the Company completed a non-brokered private placement of 7,288,127 units at a price of $0.35 per unit for gross proceeds of $2,550,844 concurrent to the RTO. Each unit consisted of one common share and one- half share purchase warrant, where each full share purchase warrant is exercisable at $0.50 per share for 24 months from the date of issuance with an expiry date of May 15, 2024, subject to an acceleration clause. The fair value of the warrants was recognized upon issuance, to reserve for warrants, where they remained until expiration or exercise. There were 3,644,062 warrants issued. A fair value of $359,707 was assigned to the warrants, using the Black- Scholes option pricing model, and the following assumptions: expected dividend yield of 0%; risk-free interest rate of 2.6% and a volatility of 89%. The warrants expired on May 15, 2024, unexercised. On July 11, 2023, the Company issued 600,616 common share purchase warrants to a broker as a finders’ fee. A fair value of $104,567 was assigned to the warrants, using the Black-Scholes option pricing model and the following assumptions: expected dividend yield of 0%; risk-free interest rate of 4.13%; volatility of 105% and
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an expected life of 36 months. In consideration of RBM accelerating the earn-in provision of the Tiros Agreement RBM will receive 750,000 performance rights of Resouro that will be convertible into common shares upon completion of the Definitive Feasibility Study by Resouro. The performance rights are considered to have no value at this time because management is not expecting the performance condition associated with those rights to be met prior to the 5-year expiry date. The performance rights will be subject to the applicable hold periods under TSXV policies and Canadian securities laws. On October 21, 2025, the Company closed a private placement in which 15,000,000 units were issued at a price of $0.20 per unit for cash consideration of $3,000,000. Each unit was comprised of one common share of the capital in the Company and one-half of one common share purchase warrant, with each whole warrant being exercisable to acquire one common share at an exercise price of $0.30 per share for a three-year period, expiring on October 21, 2028. In total, 7,500,000 of common share purchase warrants were issued. RESOURO STRATEGIC METALS INC. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2025 and December 31, 2024 (Expressed in Canadian Dollars) 21 9. SHARE CAPITAL (Continued) Stock options On January 18, 2024, the Company announced the results of the Annual General Meeting (“AGM”) which included the approval of an amended stock option plan. The amended stock option plan allows the Company to issue up to 14,193,752 stock options which represents 20% of the issued and outstanding common shares as of December 15, 2023. Date Number of Options Tiros fair value adjustment Number Vested Remaining life Escrow release date Issued: June 13, 2023 4,560,000 - 4,560,000 2.3 - Issued: October 11, 2023 (1) 2,250,000 - 2,250,000 2.6 June 14, 2026 Issued: March 11, 2024 (2) 4,000,000 $ 1,456,400 4,000,000 3.0 June 14, 2026 Exercised: April 26, 2024 (150,000) - (150,000) - - Expired: April 30, 2024 (50,000) - (50,000) - - Exercised: October 22, 2024 (115,000) - (115,000) - - Issued: November 1, 2024 2,000,000 - - - - Expired: August 14, 2025 (2,000,000) - - - - Total 10,495,000 $ 1,456,400 10,495,000 2.8 (1) 1,500,000 options are held in escrow. (2) 4,000,000 options are held in escrow. i) On June 13, 2023, the company issued 4,560,000 common share purchase options to directors and officers of the Company. The options were exercisable at a price of $0.175 per share, for a period of five years from the date of grant. The fair value assigned for the stock options was $789,732, which will be expensed over the next 24 months. The fair value was determined using the Black-Scholes option-pricing model, with the following assumptions: expected dividend yield of 0%; risk-free interest rate of 3.18%; volatility of 112%, and an expected life of 5 years. The options vest over a 24-month period following issuance with the exception of the options issued to a consulting firm, which vest over a 12-month period. ii) On October 11, 2023, the Company issued 2,250,000 common share purchase options to directors and officers of the Company. The options were exercisable at a price of $0.50 per share, for a period of five years from the date of grant. The fair value assigned for the stock options was $800,040 and were expensed upon issuance. The fair value was determined using the Black-Scholes option-pricing model, w
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ith the following assumptions: expected dividend yield of 0%; risk-free interest rate of 4.33%; volatility of 112%, and an expected life of 5 years. The options vested immediately following issuance and expire on October 11, 2028. iii) On March 11, 2024, 4,000,000 stock options were issued to Resmin as compensation for its 33.3% ownership of TSPS. Upon TSXV approval the compensation was issued to close the acquisition. The options are exercisable at a price of $0.20 per share, for a period of five years from the date of grant. The fair value assigned for the stock options was $1,456,400 and was expensed upon issuance. The fair value was determined using the Black-Scholes option-pricing model, with the following assumptions: expected dividend yield of 0%; risk- free interest rate of 3.87%; volatility of 75%, and an expected life of 3 years. The options vested immediately following issuance. The value of the options form part of the value of the Tiros exploration assets recognized on the balance sheet. The options expire on March 11, 2029. iv) On April 26, 2024, 150,000 stock options were exercised. The options were valued at $50,915 which is comprised of $26,250 cash and $24,665 of the Black-Scholes value re-classified from contributed surplus to share capital. v) On April 30, 2024, 50,000 stock options expired. RESOURO STRATEGIC METALS INC. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2025 and December 31, 2024 (Expressed in Canadian Dollars) 22 9. SHARE CAPITAL (Continued) vi) On October 22, 2024, 115,000 stock options were exercised. The options were valued at $37,717 which is comprised of $20,125 cash and $17,592 of the Black-Scholes value re-classified from contributed surplus to share capital. vii) On November 1, 2024, the company issued 2,000,000 common share purchase options to the former CEO of the Company. The options lapsed on August 14, 2025, when the CEO resigned and the conditions of the options were no longer met. For the nine months ended December 31, 2025, a total share-based compensation expense of $25,480 (December 31, 2024 - $266,401) has been recognized in the condensed interim consolidated statement of loss and other comprehensive loss. 10. NON-CONTROLLING INTEREST As of March 11, 2024, which marked the close of the Tiros acquisition, Resouro owned 90% and RBM owned 10% of the outstanding shares of TMEL. RBM Non-Controlling Interest Ownership Tiros Estratégicos Mineração Ltda (“TMEL”) 10% TMEL Financials as of December 31, 2025 Net loss $ (1,141,803) Net loss attributable to non-controlling interest (114,180) Current assets 212,659 Non-current assets 158,567 Current liabilities (153,306) Net assets $ 217,920 RBM Non-Controlling Interest Ownership Tiros Estratégicos Mineração Ltda (“TMEL”) 10% TMEL Financials as of March 31, 2025 Net loss $(2,367,594) Net loss attributable to non-controlling interest (236,759) Current assets 914,726 Non-current assets 195,050 Current liabilities (110,608) Net assets $ 999,168 RESOURO STRATEGIC METALS INC. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2025 and December 31, 2024 (Expressed in Canadian Dollars) 23 11. RELATED PARTY TRANSACTIONS AND BALANCES Key management personnel are those persons having the authority and responsibility for planning, directing and controlling the activities of the Company, which includes the directors and officers. T
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he aggregate value of transactions related to key management personnel are as follows: Nine months ended, December 31, 2025 December 31, 2024 Officer $ 230,830 $ 581,468 Directors 590,253 636,463 Total compensation $ 821,084 $ 1,217,931 As of December 31, 2025, $69,634 was due to Officers and Directors for consulting fees and reimbursable expenses (March 31, 2025 - $100,019). As of December 31, 2024, $54,710 was due to Officers and Directors for consulting fees and reimbursable expenses. 12. FINANCIAL INSTRUMENTS AND CAPITAL RISK MANAGEMENT The Company classified its financial instruments as follows: December 31, 2025 March 31, 2025 Financial assets - amortized cost: Cash $ 2,017,593 $ 1,843,664 Accounts receivable 32,500 26,800 Financial liabilities - amortized cost: Accounts payable and accruals 159,390 167,342 Due to related party 69,634 100,019 Fair value Financial instruments recorded at fair value on the statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels: a) Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities; b) Level 2 - Inputs other than quoted prices that are observable for assets or liabilities, either directly or indirectly; and c) Level 3 - Inputs for assets and liabilities that are not based on observable market data. The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value. The carrying value of cash, accounts receivable, accounts payable and accrued liabilities, and due to related party approximate their fair value because of the short-term nature of these instruments. Capital risk management Capital is comprised of the Company’s components of shareholders’ equity. The Company’s objectives when managing capital are to maintain financial strength and to protect its ability to meet its ongoing liabilities, to continue as a going concern, to maintain creditworthiness and to maximize returns for shareholders over the long term. Protecting the ability to pay current and future liabilities includes maintaining capital above minimum regulatory levels, current financial strength rating requirements and internally determined capital guidelines and calculated risk RESOURO STRATEGIC METALS INC. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2025 and December 31, 2024 (Expressed in Canadian Dollars) 24 12. FINANCIAL INSTRUMENTS AND CAPITAL RISK MANAGEMENT (Continued) management levels. The Company is not subject to any capital restrictions and did not change its approach to capital management during the most recent period. Credit risk Credit risk is the risk of loss arising from a customer or third party to a financial instrument failing to meet its contractual obligations. The Company’s credit risk is primarily attributable to its cash, and accounts receivable. The Company limits exposure to credit risk by maintaining its cash with large financial institutions. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has in place a planning and budgeting process to help determine the funds required to ensure the
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Company has the appropriate liquidity to meet its operating and growth objectives. The Company relies on the issuance of shares and warrants and loans from an officer of the Company in order to fund exploration programs. Currency risk The Company and its subsidiaries have identified its functional currency as the Canadian dollar. Certain administrative and exploration expenditures have been paid in the EURO, the United States dollar, the Australian dollar and the Brazilian Real. The Company’s exposure to foreign currency risk arises primarily on fluctuations in value between the Canadian dollar and those currencies. The Company does not have any derivative instruments in place to manage fluctuations in foreign exchange values. Management believes the foreign exchange risk related to currency conversion is minimal. Interest rate risk As the Company’s interest-bearing assets and liabilities are not subject to significant interest rates, the Company’s income and operating cash flows are not significantly affected by changes in the market interest rates. 13. SEGMENTED INFORMATION The Company operates in a single reportable operating segment: the acquisition and exploration of mineral properties in Brazil.
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