Original News Release
SEDAR Interim Financial Statements
NORTH VALLEY RESOURCES LTD. FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 (Expressed in Canadian dollars) NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM FINANCIAL STATEMENTS The accompanying unaudited condensed interim financial statements of the Company and all information contained in the report have been prepared by and are the responsibility of the Company’s management. The Board of Directors has reviewed the condensed interim financial statements and related financial reporting. The Company’s independent auditor has not performed a review of these condensed interim financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of condensed interim financial statements by an entity’s auditor. NORTH VALLEY RESOURCES LTD. Statements of Financial Position (Expressed in Canadian Dollars) December 31, December 31, As at Note 2025 2024 $ $ ASSETS Current Cash 99,844 16,337 Receivables 3 2,119 723 Prepaid expenses - 1,927 101,963 18,987 Non-current Exploration and evaluation assets 4 119,328 96,836 Total Assets 221,291 115,823 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Accounts payable and accrued liabilities 5 17,523 22,340 Due to related parties 6 40,261 10,261 Total Liabilities 57,784 32,601 Shareholders’ equity Share capital 7 679,287 519,287 Reserves 7 65,967 58,278 Deficit (581,747) (494,343) Total shareholders’ equity 163,507 83,222 Total Liabilities and Shareholders’ Equity 221,291 115,823 Nature of operations and going concern (Note 1) Subsequent event (Note 11) These financial statements were approved by the Board of Directors on February 18, 2026: “Ken Ellerbeck” “Quinn Ellerbeck” Director Director The accompanying notes are an integral part of these financial statements. NORTH VALLEY RESOURCES LTD. Statements of Loss and Comprehensive Loss (Expressed in Canadian Dollars) Note Three Months Ended December 31, 2025 Three Months Ended December 31, 2024 $ $ Expenses Accounting fees - - Bank charges and interest 49 24 Exchange listing fees 2,625 2,625 Office and general 4,017 3,152 Legal fees 10,152 - Management fees 6 7,500 7,500 Net Loss 24,343 13,301 Net Loss and Comprehensive Loss (24,343) (13,301) Loss Per Share – Basic and Diluted (0.001) (0.001) Weighted Average Number of Common Shares Outstanding – Basic and Diluted 17,170,652 10,275,000 The accompanying notes are an integral part of these financial statements. NORTH VALLEY RESOURCES LTD. Statements of Changes in Shareholders’ Equity (Expressed in Canadian Dollars) Share Capital Total Number of Shares Amount Reserves Deficit $ $ $ $ Balance, September 30, 2024 10,275,000 519,287 58,278 (481,041) 96,523 Shares issued for exploration & evaluation assets - - - - - Net loss for the period - - - (13,301) (13,301) Balance, December 31, 2024 10,275,000 519,287 58,278 (494,342) 83,222 Balance, September 30, 2025 10,275,000 519,287 65,967 (557,404) 27,850 Shares issued for exploration and evaluation assets 200,000 10,000 - - 10,000 Shares issued for cash 7,500,000 150,000 - - 150,000 Net loss for the period - - - (24,343) (24,343) Balance, December 31, 2025 17,975,000 679,287 65,967 (581,747) 163,507 NORTH VALLEY RESOURCES LTD. Statements of Changes in Shareholders’ Equity (Expressed in Canadian Dollars) The accompanying notes are an integral part of these financial statements. NORTH VALLEY RESOURCES LTD. Statements of Cash Flows (Expressed in Canadian Dollars) Three Months Ended Decemb
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er 31, 2025 Three Months Ended December 31, 2024 $ $ Operating Activities: Net loss (24,343) (13,301) Items not involving cash: Changes in non-cash working capital items: Prepaid expenses 731 Other receivables 1,320 12,122 Accounts payable and accrued liabilities Due to related party (16,769) (3,745) (7,659) Cash Used in Operating Activities (43,537) (8,107) Investing Activities: Exploration and evaluation assets (20,505) (949) Cash Used in Investing Activities (20,505) (949) Financing Activities: Share subscriptions 53,000 - Cash Provided by Financing Activities 53,000 - Net change in cash (11,042) (9,056) Cash, beginning 110,866 25,393 Cash, ending 99,844 16,337 The accompanying notes are an integral part of these financial statements. NORTH VALLEY RESOURCES LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 (Expressed in Canadian dollars) 1. NATURE OF OPERATIONS AND GOING CONCERN North Valley Resources Ltd. (the "Company") was incorporated on January 26, 2012 under the Business Corporations Act of British Columbia. The Company is focused on acquisition, exploration and development of mineral properties in British Columbia. The Company is listed on the Canadian Securities Exchange (the “CSE”) under the symbol “NVR”. The Company's registered office is 255 Battle Street West, Kamloops BC V2C 1G8. These financial statements have been prepared on the assumption that the Company will continue as a going concern for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. A different basis of measurement may be appropriate if the Company is not expected to continue operations. During the three months ended December 31, 2025, the Company incurred a net loss of $24,343. As at December 31, 2025, the Company had working capital of $44,179. The Company’s continuation as a going concern is dependent upon the successful results from its mineral property exploration activities, its ability to attain profitable operations and generate funds and raise equity capital or borrowings sufficient to meet current and future obligations. The Company intends to finance operating costs over the next twelve months with current cash on hand, potential proceeds from the issuance of share capital and borrowings, if available. However, there is no assurance that additional financing will be available on terms acceptable to the Company, or at all. These matters represent material uncertainties that cast significant doubt on the Company’s ability to continue as a going concern. These financial statements do not reflect adjustments to the carrying value of assets and liabilities that would be necessary should the Company be unable to continue operations. Such adjustments could be material. 2. Basis of Preparation and Material Accounting Policy Information Statement of compliance The financial statements of the Company 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"). The financial statements were authorized for issue by the Board of Directors of the Company on February 18, 2026. Basis of measurement These financial statements have been prepared on a historical cost basis, modified where applicable. In addition, these financial statements have been prepared using the acc
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rual basis of accounting except for cash flow information. The financial statements are presented in Canadian dollars, unless otherwise noted, which is the functional currency of the Company. NORTH VALLEY RESOURCES LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 (Expressed in Canadian dollars) 2. Basis of Preparation and Material Accounting Policy Information (continued) Significant accounting judgements The preparation of financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments in applying the Company's financial statements include: ● the assessment of the Company's ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty; ● the classification of financial instruments; ● the classification and allocation of deferred exploration and evaluation expenditures; and ● the title to mineral property interest. Significant accounting estimates and assumptions The preparation of financial statements in accordance with IFRS requires the Company to make estimates and assumptions concerning the future. The Company's management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised. Estimates and assumptions where there is significant risk of material adjustments to assets and liabilities in future accounting periods include the recoverability of the carrying value of exploration and evaluation assets and the measurement of deferred tax assets. Exploration and evaluation assets Exploration and evaluation expenditures Exploration and evaluation expenditures include the costs of acquiring licenses and costs associated with exploration and evaluation activities. Option payments are considered acquisition costs provided that the Company has the intention of exercising the underlying option. Property option agreements are exercisable entirely at the option of the optionee. Therefore, option payments (or recoveries) are recorded when payment is made (or received) and are not accrued. The Company capitalizes costs to specific blocks of claims or areas of geological interest. Government tax credits received are recorded as a reduction to the cumulative costs incurred and capitalized on the related property. NORTH VALLEY RESOURCES LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 (Expressed in Canadian dollars) 2. Basis of Preparation and Material Accounting Policy Information (continued) Exploration and evaluation assets (continued) Impairment of exploration and evaluation assets The carrying amount of the Company’s exploration and evaluation assets is reviewed at each reporting date to determine whether any following indications of impairment are present: ● the period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed; ● substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned; ● exploration for and evaluation of mineral resources in the spec
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ific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; or ● sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in profit or loss. The recoverable amount of assets is the greater of an asset's fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs. An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount, however, not to an amount higher than the carrying amount that would have been determined had no impairment loss been recognized in previous years. Restoration and environmental obligations The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of long-term assets, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future restoration cost estimates arising from the decommissioning of plant and other site preparation work is capitalized to the related asset along with a corresponding increase in the restoration provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value. Over time, the discounted restoration costs are increased for the change in present value based on current market discount rates and liability specific risks. The Company’s estimates of restoration costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to the related asset with a corresponding entry to the restoration provision. The Company’s estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates. Changes in the net present value, excluding changes in the Company’s estimates of restoration costs, are charged to the statement of loss and comprehensive loss for the period. The Company does not have any significant restoration and environmental obligations. NORTH VALLEY RESOURCES LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 (Expressed in Canadian dollars) 2. Basis of Preparation and Material Accounting Policy Information (continued) Loss per share The Company presents basic and diluted loss per share data for its common shares. Ba
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sic loss per share is calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. During the three months ended December 31, 2024 and 2023 there were no dilutive instruments. Accordingly, diluted loss per share equals basic loss per share. Share capital Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company’s common shares, share purchase options and warrants are classified as equity instruments. When the Company issues units as part of a private placement, consisting of both common shares and common share purchase warrants, the fair value of the shares is determined using the market price, and the residual value is assigned to the warrants. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the share proceeds. Financial instruments Financial instruments are accounted for in accordance with IFRS 9 - Financial Instruments. A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. The following table shows the classification under IFRS 9: Financial asset/liability Classification Cash Fair value through profit or loss Other receivables Amortized cost Accounts payable Amortized cost Due to related parties Amortized cost Financial assets On initial recognition, financial assets are recognized at fair value and are subsequently classified and measured at: (i) amortized cost; (ii) fair value through other comprehensive income (“FVTOCI”); or (iii) fair value through profit or loss (“FVTPL”). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial asset is 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 statement of financial position subsequent to inception and how changes in value are recorded. The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership. NORTH VALLEY RESOURCES LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 (Expressed in Canadian dollars) 2. Basis of Preparation and Material Accounting Policy Information (continued) Financial instruments (continued) Impairment of financial assets IFRS 9 uses the expected credit loss (“ECL”) model. The credit loss model groups receiva
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bles based on similar credit risk characteristics and days past due in order to estimate bad debts. An ‘expected credit loss’ impairment model applies which 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 year. 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 amount receivable at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized. Financial liabilities Financial liabilities are designated as either: (i) fair value through profit or loss; or (ii) other financial liabilities. 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 statement of financial position subsequent to inception and how changes in value are recorded. The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and/or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. Gains and losses on derecognition are generally recognized through profit and loss. Income taxes Income tax expense comprises current and deferred tax. Income tax is recognized in the statement of loss and comprehensive loss, except to the extent that it relates to items recognized in other comprehensive loss or directly in equity. In this case the income tax is also recognized in other comprehensive loss or directly in equity, respectively. Current income tax Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Company operates and generates taxable income. Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. NORTH VALLEY RESOURCES LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 (Expressed in Canadian dollars) 2. Basis of Preparation and Material Accounting Policy Information (continued) Income taxes (continued) Deferred tax Defe
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rred tax is recognized on temporary differences at the reporting date arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that future taxable income will be available to allow all or part of the temporary differences to be utilized. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted and are expected to apply by the end of the reporting period. Deferred tax assets and deferred income tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. Share-based payments The Company grants stock options to its directors, employees, and consultants to acquire common shares of the Company. The Board of Directors grants such options with vesting periods determined at the sole discretion of the Board. The fair value is measured at the grant date and is recognized, together with a corresponding increase in share- based payment reserve, over the period during which the options vest or are expected to vest. The fair value of the options is determined using the Black-Scholes Option Pricing Model. The cumulative expense recognized at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of options that will ultimately vest. The current period expense is recognized in net loss. Exercised options are reclassified to share capital from share-based payment reserve. New standards and interpretations not yet adopted IFRS 18, Presentation and Disclosures in Financial Statements (“IFRS 18”) This is a new standard on presentation and disclosure in financial statements, which replaces IAS 1, with a focus on updates to the statement of profit or loss. IFRS 18 introduces new requirements to: • present specified categories and defined subtotals in the statement of profit or loss; • provide disclosures on management-defined performance measures (MPMs) in the notes to the financial statements; and • improve aggregation and disaggregation. An entity is required to apply IFRS 18 for annual reporting periods on or after January 1, 2027, with earlier adoption permitted. IFRS 18 requires retrospective application with specific transition provisions. The Company is assessing the impact of this amendment. Other new standards and interpretations with future effective dates are either not applicable or not expected to have a significant impact on the Company’s financial statements. NORTH VALLEY RESOURCES LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 (Expressed in Canadian dollars) 3. OTHER RECEIVABLES December 31, 2025 December 31, 2024 $ $ GST Receivable 1,523 715 BC Mineral Exploration Tax Credit 596 - Total 2,119 715 4. EXPLORATION AND EVALUATION ASSETS The Company’s exploration and evaluation assets are as follows: Comstock Property $ Acquisition costs: Balance, September 30, 2025 31,000 Additions 10,000 Balance, December 31, 2025 41,000 Deferred exploration expenditures: Balance, Septemb
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er 30, 2025 67,822 Additions 10,505 Balance, December 31, 2025 78,328 Total exploration and evaluation assets, December 31, 2024 65,836 Total exploration and evaluation assets, December 31, 2025 119,328 Barnum Property - BC On June 15, 2020, and as amended on April 14, 2021, July 23, 2023 and November 1, 2024, the Company entered into an option agreement with a director of the Company to acquire an undivided 100% interest in 5 mineral claims located in the Kamloops Mining District of British Columbia, Canada (the “Barnum Property”). As per the amended terms, the Company agrees to pay an aggregate sum of $550,000 cash and 600,000 shares of the Company and to incur $895,000 of exploration expenditures on the Barnum Property by the fourth anniversary of the Company obtaining a listing (the “Listing Date”, August 9, 2021) on the CSE. The option payments are as follows: ● By October 1, 2020 - $85,000 in exploration expenditures (incurred); ● By the 4th anniversary of the Listing Date (August 9, 2025) – no payments; ● By the 5th anniversary of the Listing Date (August 9, 2026) – no payments; ● By the 6th anniversary of the Listing Date (August 9, 2027) – 600,000 common shares, $550,000 cash and $810,000 in exploration expenditures The Barnum Property is subject to 2% NSR, of which the Company may elect to purchase 1% NSR for $1,000,000 prior to the commencement of commercial production. As at September 30, 2022, the Company has no additional exploration planned for the property and impaired the property to $Nil. NORTH VALLEY RESOURCES LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 (Expressed in Canadian dollars) 4. EXPLORATION AND EVALUATION ASSETS (continued) Comstock Property – BC On April 14, 2021, and as amended on July 23, 2023, November 1, 2024, December 1, 2025, the Company entered into an option agreement with a director of the Company to acquire an undivided 100% interest in 24 mineral claims located in the Nicola Mining District of British Columbia, Canada (the “Comstock Property”). In order to exercise the option, the Company agrees to pay the optionor an aggregate sum of $450,000 cash and 1,500,000 shares of the Company and to incur $1,200,000 of exploration expenditures on the Comstock Property by the eigth anniversary of the Listing Date (August 9, 2021). The option payments are as follows: ● By the agreement date - $5,000 cash (paid); ● By the Listing date (August 9, 2021) – 100,000 common shares with a fair value of $10,000 (issued) and $5,000 cash (paid); ● By February 1, 2022 - $10,000 in exploration expenditures (incurred); ● By the 1st anniversary of the Listing Date (August 9, 2022) – 100,000 common shares with a fair value of $5,000 (issued), $10,000 cash and $105,000 additional expenditures (waived); ● By the 2nd anniversary of the Listing Date (August 9, 2023) – $30,000 additional expenditures (incurred); ● By the 3rd anniversary of the Listing Date (August 9, 2024) – 200,000 common shares (issued), $50,000 additional expenditures(incurred); ● By the 4th anniversary of the Listing Date (August 9, 2025) – 200,000 common shares (issued); ● By the 5th anniversary of the Listing Date (August 9, 2026) – 200,000 common shares, $25,00 cash, $100,000 additional expenditures; ● By the 6th anniversary of the Listing Date (August 9, 2027) – 200,000 common shares, $50,000 cash and $300,000 additional expenditures; ● By the 7th anniversary of the Listing Date (August 9, 2028) – 200,000 common sh
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ares, $70,000 cash and $300,000 additional expenditures; ● By the 8th anniversary of the Listing Date (August 9, 2029) – 300,000 common shares, $300,000 cash and $410,000 additional expenditures. The Comstock Property is subject to 2% NSR, of which the Company may elect to purchase 1% NSR for $1,000,000 prior to the commencement of commercial production. 5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, 2025 September 30, 2025 $ $ Accounts Payable 6,523 18,292 Accrued Liabilities 11,000 16,000 Total 17,523 34,292 6. RELATED PARTY TRANSACTIONS Key management compensation Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company's Board of Directors and corporate officers. During the three months ended December 31, 2025 and 2024, there was no remuneration of directors and key management personnel. NORTH VALLEY RESOURCES LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 (Expressed in Canadian dollars) 6. RELATED PARTY TRANSACTIONS (continued) During the three months ended December 31, 2025, the Company incurred management and consulting fees of $7,500 (2024 - $7,500) from a related party controlled by the directors of the Company. As at December 31, 2025, the Company has a balance payable of $25,260 (2024 - $5,260) to a company controlled by directors of the Company, for operating expenses and exploration and evaluation expenditures incurred. The amount payable due to related party is non-interest bearing, due on demand and bears no specific terms of repayment. During the three months ended December 31, 2025, the Company issued 200,000 shares to a director pursuant to the Comstock Property option agreement (2024 – 200,000) (note 4). As at December 31, 2025, the Company has a balance payable of $15,001 (2024 - $5,001) to a director of the Company. These amounts are non-interest bearing, due on demand and bears no specific terms of repayment. 7. SHARE CAPITAL Authorized share capital Unlimited number of common shares without par value. Common Shares During the three months ended December 31, 2025 During the three months ended December 31, 2025, the Company issued 7,700,000 common shares. During the three months ended December 31, 2024 During the three months ended December 31, 2024, the Company did not issue common shares. Stock Options The Company has a stock option plan (the “Plan”) that provides to the Company’s directors, officers, key employees and service providers to purchase common shares in the capital stock of the Company. Terms and pricing of options are determined at the date of grant in accordance with the Plan. On October 15, 2025, 500,000 stock options at an exercise price of $0.10 expired. On October 20, 2025, the Company granted 700,000 stock options to directors of the Company. The options have an exercise price of $0.10 and fully vest immediately, with an expiry date on October 20, 2030. As at December 31, 2025, the following stock options were outstanding and exercisable: NORTH VALLEY RESOURCES LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 (Expressed in Canadian dollars) 7. SHARE CAPITAL (continued) Date of Expiry Weighted Average Remaining Life (years) Exercise Price Number of Options outstanding and exercisable $ May 6, 2026 0.03 0.10 100,000 Novem
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ber 1, 2029 1.03 0.10 300,000 October 20, 2030 3.02 0.10 700,000 1,100,000 As at December 31, 2025, the weighted average life of the options was 4.13 years. 8. CAPITAL MANAGEMENT The Company's objectives when managing capital are to safeguard its ability to continue as a going concern in order to pursue its operations and to maintain a flexible capital structure, which optimizes the costs of capital at an acceptable risk. The Company considers its capital for this purpose to be its shareholders' equity. The Company's primary source of capital is through the issuance of equity. The Company manages and adjusts its capital structure when changes in economic conditions occur. To maintain or adjust the capital structure, the Company may seek additional funding. The Company may require additional capital resources to meet its administrative overhead expenses in the long term. The Company believes it will be able to raise capital as required in the long term but recognizes there will be risks involved that may be beyond its control. There are no external restrictions on the management of capital and there were no changes in the Company’s approach to capital management during the year. 9. FINANCIAL INSTRUMENT RISK MANAGEMENT The Company thoroughly examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. These risks may include interest rate risk, credit risk, liquidity risk and foreign currency exchange risk. Fair value measurements of financial instruments are required to be classified using a fair value hierarchy that reflects the significance of inputs in making the measurements. The levels of the fair value hierarchy are defined as follows: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 – Inputs for the asset or liability that are not based on observable market data. Cash is measured at Level 1. The fair values of other financial instruments, which include accounts payable and accrued liabilities, other receivables and due from / to related parties approximate their carrying values due to the relatively short-term maturity of these instruments. a) Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company’s current exposure to interest rate arises from the interest rate impact on its cash. The fair value of cash is not significantly affected by changes in short term interest rates. NORTH VALLEY RESOURCES LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 (Expressed in Canadian dollars) 9. FINANCIAL INSTRUMENT RISK MANAGEMENT (continued) b) Credit risk Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets including cash, which is held with a high-credit financial institution. As such, the Company’s credit exposure is minimal. Receivables consist mainly of GST and BCMETC and the Company does not consider any of its current receivables past due. The Company believes any credit risk associated with its receivables is low due to historical success of colle
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ction and the type of institution that is owed the receivables. c) Liquidity risk Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company's objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements. The Company addresses its liquidity through equity financing obtained through the sale of common shares. While the Company has been successful in securing financings in the past, there is no assurance that it will be able to do so in the future. d) Foreign currency exchange risk Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because of change in foreign exchange rates. The Company is not exposed to foreign exchange risk.
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