SEDAR Interim Financial Statements

Cleghorn Minerals Ltd. Interim Condensed Financial Statements For the three-month and nine-month periods ended on December 31, 2025 and 2024 (in Canadian dollars) INTERIM CONDENSED FINANCIAL STATEMENTS NOTICE TO READER 3 INTERIM CONDENSED FINANCIAL STATEMENTS Interim condensed statements of financial position 4 Interim condensed statements of loss and comprehensive loss 5 Interim condensed statements of changes in equity 6 Interim condensed statements of cash flows 7 Notes to Interim condensed financial statements 8 – 12 3 Notice to Reader The accompanying unaudited interim condensed financial statements of Cleghorn Minerals Ltd. (the "Company") for the three-month and nine-month periods ended on December 31, 2025 and 2024 have been prepared by the management and are its responsibility. These unaudited interim condensed financial statements, together with the accompanying notes, have been reviewed and approved by the members of the Company's Board of Directors. These unaudited interim condensed financial statements have not been reviewed by the Company's auditors. Cleghorn Minerals Ltd. Interim Condensed Statements of Financial Position As at December 31, 2025 and March 31, 2025 (in Canadian dollars) 4 December 31, 2025 March 31, 2025 Notes $ $ ASSETS Current assets Cash 63,715 170,563 Guaranteed investment certificate, 2.4%, maturing in June 2026 10,000 - Sales taxes receivable 3,246 3,363 Prepaid expenses 7,432 9,836 TOTAL ASSETS 84,393 183,762 LIABILITIES Current liabilities Accounts payable and accrued liabilities 982 705 TOTAL LIABILITIES 982 705 EQUITY Share capital 4 2,760,444 2,760,444 Shares to be issued 4 120,000 - Contributed surplus 5 686,773 648,601 Warrants 4 42,000 47,238 Deficit (3,525,806) (3,273,226) TOTAL EQUITY 83,411 183,057 TOTAL LIABILITIES AND EQUITY 84,393 183,762 Nature of operations and going concern uncertainty 1 - 2 These interim condensed financial statements were approved and authorized for issue by the Board of Directors on February 11, 2026. Signed: “Glenn J. Mullan” Director Signed: “Joseph Groia” Director The accompanying notes are an integral part of these interim condensed financial statements. Cleghorn Minerals Ltd. Interim Condensed Statements of Loss and Comprehensive Loss For the three-month and nine-month periods ended on December 31, 2025 and 2024 (in Canadian dollars) 5 Three-month periods ended Nine-month periods ended December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 Notes $ $ $ $ Exploration and evaluation expenses Geology - 170 - 8,175 Sampling - - - 3,123 Share-based compensation 5 4,719 - 4,719 - Share-based payment expense - exploration agreement 4 120,000 - 120,000 - 124,719 170 124,719 11,298 General and administrative expenses Accounting fees 7,500 7,500 22,500 22,500 Audit fees - - 24,150 22,468 Legal fees 18,237 31,405 21,552 34,381 Regulatory and transfer agent fees 7,827 6,730 18,810 15,929 Office expenses and other 4,379 (618) 9,748 11,778 Shareholder’s information 1,544 2 591 2,436 3,201 Investor relations fees 450 - 450 - Share-based compensation 5 28,215 38,000 28,215 38,000 68,152 85,608 127,861 148,257 Net loss and comprehensive loss (192,871) (85,778) (252,580) (159,555) Basic and diluted net loss per common share (0.005) (0.002) (0.007) (0.005) Weighted average number of common shares outstanding (basic and diluted) 38,703,854 34,503,854 38,703,854 34,503,854 The accompanying notes are an integral part of these interim condensed financial statements. --- Cleghorn Minerals Ltd. Interim Condensed Statements of Changes in Equity For the nine-month periods ended on December 31, 2025 and 2024 (in Canadian dollars) 6 Share capital Shares to be issued Warrants Contributed surplus Deficit Total Notes Number $ $ $ $ $ $ Balance – April 1st, 2024 34,503,854 2,592,444 - 5,238 610,601 (3,083,589) 124,694 Share-based compensation 5 - - - - 38,000 - 38,000 Net loss and comprehensive loss - - - - - (159,555) (159,555) Balance – December 31, 2024 34,503,854 2,592,444 - 5,238 648,601 (3,243,144) 3,139 Balance – April 1st, 2025 38,703,854 2,760,444 - 47,238 648,601 (3,273,226) 183,057 Issuance of shares as part of an exploration agreement 4 100,000 - 120,000 - - - 120,000 Expiry of warrants 4 - - - (5,238) 5,238 - - Share-based compensation 5 - - - - 32,934 - 32,934 Net loss and comprehensive loss - - - - - (252,580) (252,580) Balance – December 31, 2025 38,803,854 2,760,444 120,000 42,000 686,773 (3,525,806) 83,411 The accompanying notes are an integral part of these interim condensed financial statements. Cleghorn Minerals Ltd. Interim Condensed Statements of Cash Flows For the nine-month periods ended on December 31, 2025 and 2024 (in Canadian dollars) 7 December 31, 2025 December 31, 2024 Notes $ $ Operating activities Net loss for the period (252,580) (159,555) Items not affecting cash Share-based compensation 5 32,934 38,000 Share-based payment expense - exploration agreement 4 120,000 - (99,646) (121,555) Change in non-cash working capital items Sales taxes receivable 117 (2,158) Prepaid expenses 2,404 (884) Accounts payable and accrued liabilities 277 (3,276) 2,798 (6,318) Net cash related to operating activities (96,848) (127,873) Investing activities Guaranteed investment certificate and net cash related to investing activities (10,000) - Net decrease in cash during the period (106,848) (127,873) Cash – Beginning of period 170,563 137,391 Cash – End of period 63,715 9,518 The accompanying notes are an integral part of these interim condensed financial statements. Cleghorn Minerals Ltd. Notes to Interim Condensed Financial Statements December 31, 2025 and 2024 and March 31, 2025 (in Canadian dollars) 8 1 Nature of operations Cleghorn Minerals Ltd., incorporated on February 16, 2010 under the Business Corporations Act of British Columbia (the "Company") is involved in the process of exploring, evaluating and promoting its mineral property and other projects. The head office of the Company is located at 152 Chemin de la Mine École, Val d'Or, Québec, Canada. The Company's registered and records office is located at #1810 - 1111 West Georgia Street, Vancouver, B.C. V6E 4M3. The Company also has exploration offices located at 2864 Chemin Sullivan, Val-D'Or, Quebec, J9P 0B9. The Company's shares, which are listed on the TSX Venture Exchange ("TSX-V"), are trading under the symbol "CZZ". 2 Going concern uncertainty These interim condensed financial statements have been prepared on a going concern basis, which presumes the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the ordinary course of business for the foreseeable future. The use of these principles may not be appropriate. The Company is in its early stages, and as is common with similar companies, it raises financing for its exploration and evaluation activities. During the nine-month period ended December 31, 2025, the Company incurred a net --- loss and comprehensive loss of $252,580 (for the year ended March 31, 2025 – $177,018) and has an accumulated deficit of $3,525,806 (for the year ended March 31, 2025 – $3,273,226). To date, the Company has financed its cash requirements primarily by issuing common shares or units. The Company’s ability to continue as a going concern is subject to its ability to raise additional financing or reduce its expenditure levels. The Company’s discretionary activities do have some scope for flexibility in terms of the amount and timing of expenditures, and to a certain extent, expenditures may be adjusted accordingly. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period. Management has assessed its liquidity needs and estimates that these funds will not be sufficient to meet the Company’s obligations, budgeted expenditures and commitments through December 31, 2026. Based on the extent of the Company’s current stage and anticipated plan, the Company will need to raise additional financing within the next 6-9 months, and those facts cast significant doubt on the Company’s ability to continue as a going concern. While Management has been successful in securing financing in the past, there can be no assurance it will be able to do so in the future, that such sources of funding will be available to the Company or that they will be available on terms acceptable to the Company. If management is unable to obtain new funding, the Company may be unable to continue its operations, and amounts realized for assets might be less than amounts reflected in these financial statements. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary if the Company is unable to continue as a going concern. Such adjustments could be material. Cleghorn Minerals Ltd. Notes to Interim Condensed Financial Statements December 31, 2025 and 2024 and March 31, 2025 (in Canadian dollars) 9 3 Basis of presentation and material accounting policies Basis of presentation These interim condensed financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS Accounting Standards") applicable to the preparation of interim financial statements, including IAS 34, "Interim Financial Reporting" as issued by the International Accounting Standards Board ("IASB"). The accounting policies followed in these interim condensed financial statements are consistent with those applied in the Company’s annual audited financial statements for the year ended March 31, 2025. These interim condensed financial statements as well as the related notes should be read in conjunction with the audited financial statements of the Company as at March 31, 2025. The material accounting policies that have been applied in the preparation of these interim condensed financial statements are summarized in Note 3 of the Company's annual audited financial statements for the year ended March 31, 2025. 4 Share capital Authorized Unlimited number of voting common shares without par value. Transactions on share capital March 31, 2025 Private placement On January 31, 2025, the Company closed a non-brokered private placement by issuing 4,200,000 units at a per unit price of $0.05 for gross proceeds of $210,000, each unit consisting --- of one common share in the capital of the Company and one non-transferable common share purchase warrant, each warrant entitling the holder to purchase one common share in the capital of the Company at a price of $0.08 per share until January 31, 2028. A value of $42,000 was allocated to the warrants using the residual value. In connection with these private placements, the Company incurred a total of $12,619 in share issuance costs which were recorded under deficit in the statement of changes in equity. Cleghorn Minerals Ltd. Notes to Interim Condensed Financial Statements December 31, 2025 and 2024 and March 31, 2025 (in Canadian dollars) 10 December 31, 2025 Signature of an exploration agreement On October 15, 2025, the Company entered into an exploration agreement with the Matachewan First Nation and Mattagami First Nation (the "First Nations"), members within the Wabun Tribal Council, which outlines the terms on how consultation and impact mitigation on exploration activities will be conducted. It also delivers financial benefits, including contracts, jobs and training opportunities during the exploration phase, for both current and future work programs across the property portfolio covered by the exploration agreement. As part of the exploration agreement, the Company will issue 100,000 commons shares and 100,000 stock options at a share price of $0.06 for a period of five (5) years from issuance. The fair value of the common shares, amounting to $120,000, was determined based on the Company’s quoted share price on October 15, 2025 and was recognized as a share-based payment expense within exploration and evaluation expenses. Warrants The following table shows the changes in warrants: December 31, 2025 March 31, 2025 Number of warrants Weighted average exercise price Number of warrants Weighted average exercise price $ $ Outstanding – Beginning of period 9,295,236 0.07 5,095,236 0.07 Issued - - 4,200,000 0.08 Expired (2,095,236) 0.07 Outstanding and exercisable – End of period 7,200,000 0.08 9,295,236 0.07 The number of outstanding warrants that could be exercised for an equal number of common shares is as follows: Expiry date Exercise price Number outstanding $ February 22, 2027 0.07 3,000,000 January 31, 2028 0.08 4,200,000 7,200,000 Cleghorn Minerals Ltd. Notes to Interim Condensed Financial Statements December 31, 2025 and 2024 and March 31, 2025 (in Canadian dollars) 11 5 Stock options The Company has adopted an incentive stock option plan in accordance with the policies of the TSX-V (the ''Stock Option Plan'') pursuant to which it has granted options to purchase common shares to directors, officers and technical consultants. The options will be exercisable at the price set by the Company's Board of Directors and for a period of up to ten years from the date of grant, provided that the number of common shares reserved for issuance under the Share Option Plan does not exceed ten percent (10%) of the issued and outstanding common shares of the Company on the date of grant, provided that the option exercise price is not to be lower than permitted under the policies of the TSX-V. The following table shows the changes in stock options: December 31, 2025 March 31, 2025 Number of stock options Weighted average exercise price Number of stock options Weighted average exercise price $ $ Outstanding – Beginning of period 3,390,000 0.09 2,810,861 0.09 Granted 1,134,800 0.05 950,000 0.05 Expired (1,220,000) 0.10 (370,861) (0.06) Outstandi --- ng – End of period 3,304,800 0.07 3,390,000 0.09 The fair value of stock options granted was determined using the Black & Scholes valuation model based on the following average assumptions: December 31, 2025 March 31, 2025 Price at the grant date $0.04 $0.05 Exercise price $0.05 $0.05 Expected dividend - - Expected volatility 96.92% 107% Risk-free interest rate 2.69% 2.87% Expected life 5 years 5 years Fair value per stock option $0.03 $0.04 The underlying expected volatility was determined by reference to historical data of the Company’s shares over the expected life of the options. No special feature inherent to the options granted were incorporated into measurement of fair value. During the nine-month period ended December 31, 2025, an expense for share-based compensation of $32,934 ($38,000 during the nine-month period ended December 31, 2024) was recognized in the statement of loss and comprehensive loss. An amount of $4,719 ($- during the nine-month period ended December 31, 2024) was recognized under exploration and evaluation expenses and $28,215 ($38,000 during the nine-month period ended December 31, 2024) under general and administrative expenses. Cleghorn Minerals Ltd. Notes to Interim Condensed Financial Statements December 31, 2025 and 2024 and March 31, 2025 (in Canadian dollars) 12 The number of outstanding and exercisable stock options that could be exercised for an equal number of common shares is as follows: Expiry date Exercise price Number outstanding Number exercisable $ September 9, 2027 0.10 1,220,000 1,220,000 October 18, 2029 0.05 950,000 950,000 October 6, 2030 0.05 970,000 970,000 October 10, 2030 0.05 64,800 - November 21, 2030 0.06 100,000 100,000 3,304,800 3,240,000 6 Exploration and evaluation expenses Meech Lake Matachewan Prospect The Company owns a 100% interest in the Meech Lake Matachewan Prospect which consists of four (4) mining claims situated in the Argyle, McNeil and Robertson Townships, approximately 25 km Northwest of Matachewan, in Northeastern Ontario within the Abitibi Greenstone Belt. Following the MLAS claim to cell conversion process completed by Ontario’s Ministry of Northern Development and Mines (MNDM), the four (4) original legacy claims were converted to 41 cells (36 single cells and 5 boundary cells), covering a total area of 833.6 hectares. Three (3) of the original mining claims are subject to a 3% NSR on metals or minerals (iron, titanium, vanadium, gold, silver, copper, zinc and any and all other minerals or elements) produced from the property. The Company shall be entitled to repurchase 0.5% of the NSR, leaving the vendor with a 2.5% NSR, by paying to the vendor $1,000,000 and an additional 1%, leaving the vendor with a 1.5% NSR, by paying the vendor an additional $3,000,000. As part of a funding and royalty agreement signed with Ontario Exploration Corporation, the Company granted a 0.5% NSR on its Meech Lake Matachewan Prospect. The royalty agreement has a buyback clause which provides that the Company can purchase one-half of the 0.5% royalty for a dollar value that increases over time, ranging from a purchase price of $15,000 before the second anniversary of the date of the agreement to a purchase price of $250,000 from the 11th anniversary of the agreement and beyond.