Northwire Canada EditionSaturday, July 11, 2026
Northwire
GLDN 0.055 +0.0% BRON 0.040 +0.0% BTO 5.43 −0.7% ESK 0.365 −2.7% AUMN 0.275 +0.0% GGX 0.040 +0.0% S 0.155 +29.2% NNX 0.035 +0.0% ABX 51.90 −0.6% TTS 2.40 −4.0% FCI 0.400 −9.1% GR 0.075 +0.0% AII 23.38 +12.4% TUNG 1.72 +1.8% LGO 1.01 −2.9% EMM 0.080 +0.0% GLDN 0.055 +0.0% BRON 0.040 +0.0% BTO 5.43 −0.7% ESK 0.365 −2.7% AUMN 0.275 +0.0% GGX 0.040 +0.0% S 0.155 +29.2% NNX 0.035 +0.0% ABX 51.90 −0.6% TTS 2.40 −4.0% FCI 0.400 −9.1% GR 0.075 +0.0% AII 23.38 +12.4% TUNG 1.72 +1.8% LGO 1.01 −2.9% EMM 0.080 +0.0%

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Original News Release

SEDAR Interim Financial Statements

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the Nine Months Ended December 31, 2025 and 2024 (Unaudited - Expressed in Canadian Dollars) THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 1 CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION (Unaudited - Expressed in Canadian Dollars) As at Note December 31, 2025 March 31, 2025 0B0BASSETS Current Cash 5 $ 472,936 $ 1,363,845 Receivables and prepaids 6 66,707 62,706 Investments 7 - 3,000 Total Assets $ 539,643 $ 1,429,551 1B1BLIABILITIES Current Trade and other payables 5, 10 $ 71,006 $ 175,535 Total Liabilities 71,006 175,535 2B2BSHAREHOLDERS’ EQUITY Share capital 9 30,621,676 30,018,538 Reserves 9 12,115,365 11,906,571 Deficit (42,268,404) (40,671,093) Total Shareholders’ Equity 468,637 1,254,016 Total Liabilities and Shareholders’ Equity $ 539,643 $ 1,429,551 Nature of operations and going concern (Note 1) Commitments (Notes 8) Subsequent Event (Note 13) Approved on behalf of the Board: “Richard Williams” “Andrew MacRitchie” Richard Williams Andrew MacRitchie THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 2 CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (Unaudited - Expressed in Canadian Dollars) Note For the 3 months ended Dec. 31, 2025 For the 3 months ended Dec. 31, 2024 For the 9 months ended Dec. 31, 2025 For the 9 months ended Dec. 31, 2024 _OPERATING EXPENSES Exploration 8 $ 330,245 $ 518,986 $ 997,639 $ 1,199,314 Filing and transfer agent fees 9,662 6,783 26,751 16,424 Professional fees 11,305 34,482 84,232 96,506 Marketing 29,304 45,755 58,303 53,092 General and administration 16,985 16,569 50,915 64,560 Salaries and consulting 84,250 98,000 257,831 281,000 Share-based payment 9 45,930 83,083 76,482 120,387 (527,681) (803,658) (1,552,153) (1,831,283) _OTHER INCOME (LOSS) Interest income 4,147 13,648 21,742 48,826 Foreign exchange (loss) gain (9,405) 107,569 (69,585) 98,253 Gain on investments 7 1,560 4,500 2,685 3,750 Net and comprehensive loss for the period $ (531,379) $ (677,941) $ (1,597,311) $ (1,680,454) Basic loss per common share $ (0.01) $ (0.02) $ (0.04) $ (0.05) Basic weighted average number of common shares outstanding 44,251,965 31,418,632 40,262,753 31,418,632 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 3 CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited - Expressed in Canadian Dollars) SHARE CAPITAL Number Amount Reserves Deficit Total At March 31, 2024 31,418,632 $ 30,018,538 $ 11,743,110 $ (38,611,669) $ 3,149,979 Share-based payment - - 120,387 - 120,387 Loss for the period - - - (1,680,454) (1,680,454) At December 31, 2024 31,418,632 $ 30,018,538 $ 11,863,497 $ (40,292,123) $ 1,589,912 At March 31, 2025 31,418,632 $ 30,018,538 $ 11,906,571 $(40,671,093) $ 1,254,016 Private placement issuance 12,633,333 636,084 121,916 - 758,000 Share issue costs - (46,946) 10,396 - (36,550) Shares issued for exploration 200,000 14,000 - - 14,000 Share-based payment - - 76,482 - 76,482 Loss for the period - - - (1,597,311) (1,597,311) At December 31, 2025 44,251,965 $ 30,621,676 $ 12,115,365 $ (42,268,404) $ 468,637 Share Capital (Note 9) THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 4 CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (Unaudited - Express --- ed in Canadian Dollars) Note For the 9 months ended December 31, 2025 For the 9 months ended December 31, 2024 4B4BOPERATING ACTIVITIES Loss for the period $ (1,597,311) $ (1,680,454) Items not involving cash: Unrealized foreign exchange 38,978 - Unrealized gain on investments 7 (2,685) (3,750) Share based payment 9 76,482 120,387 Shares issued for exploration expense 9 14,000 - Changes in non-cash working capital items: Receivables and prepaids (4,001) 199,407 Trade and other payables (104,528) (121,698) Cash flows used in operating activities (1,579,065) (1,486,108) 6B6BINVESTING ACTIVITIES Proceeds from disposal of marketable securities 7 5,685 - Cash flows from investing activities 5,685 - 6B6BFINANCING ACTIVITIES Proceeds from private placement issuance 9 758,000 - Share issuance costs (36,551) - Cash flows from financing activities 721,449 - Effect of foreign exchange on cash (38,978) - Change in cash during the period (890,909) (1,486,108) Cash—beginning of period 1,363,845 3,149,066 Cash—end of period $ 472,936 $ 1,662,958 Notes to the Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in Canadian dollars) December 31, 2025 5 01 NATURE OF OPERATIONS AND GOING CONCERN Winshear Gold Corp. (the “Company”) was incorporated on November 8, 1998 under the laws of the British Columbia Business Corporations Act. The Company is listed on the TSXV Venture Exchange (the “TSXV”) under the symbol “WINS-V”. The Company’s head office is at 1056-409 Granville Street, Vancouver, British Columbia, V6C 1T2. The Company’s principal business activities include the acquisition and exploration of mineral exploration assets. To date, the Company has not earned any revenues and is considered to be in the exploration stage. Although the Company has taken steps to verify title to the properties on which it is conducting exploration and in which it has an interest, in accordance with industry standards for the current stage of operations of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to government licensing requirements or regulations, social licensing requirements, unregistered prior agreements, unregistered claims, aboriginal claims, and non-compliance with regulatory and environmental requirements. Loss of title to a material mineral property interest could be a significant impediment to the Company. These condensed consolidated interim financial statements (the “Financial Statements”) have been prepared assuming the Company will continue as a going-concern. The ability of the Company to continue as a going- concern depends upon its ability to continue to raise adequate financing and to develop profitable operations. These Financial Statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations. Such adjustments could be material. Material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. The Company has working capital of $468,637 as of December 31, 2025 (March 31, 2025 - $1,254,016). As a result of forecast operating losses, the continuance of the Company’s operations is dependent on obtaining sufficient additional financing to realize recoverability of the Company’s investments in its mineral exploration properties. While the Company has been successful in obtaining financing in the past, that does not guara --- ntee future success. Management closely monitors metal commodity prices, individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company if favourable or adverse market conditions occur. 02 BASIS OF PREPARATION Statement of Compliance These Financial Statements have been prepared in accordance with International Accounting Standards (“IAS”) 1, “Presentation of Financial Statements” and utilize accounting policies consistent with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”), applicable to the preparation of interim financial statements including International Accounting Standard 24 – Interim Financial Reporting. Accordingly, certain disclosures included in the annual financial statements prepared in accordance with IFRS as issued by the IASB have been condensed or omitted. These Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended March 31, 2025. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in Canadian dollars) December 31, 2025 6 Approval of The Financial Statements These Financial Statements were authorized for issue by the Board of Directors of the Company on March 2, 2026. Basis of Presentation These Financial Statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss, which are stated at their fair value. In addition, these Financial Statements have been prepared using the accrual basis of accounting, except for cash flow information. Certain prior period comparatives have been reclassified to conform with current period presentation. Functional and Presentation Currency These Financial Statements are presented in Canadian dollars unless otherwise noted, which is the functional currency of the parent and its subsidiaries. Basis of Consolidation These Financial Statements of the Company include the accounts of the Company and its wholly owned subsidiaries, BAFEX Holdings Ltd., BAFEX Tanzania Limited and Winshear de Peru SAC, the principal activity of which is mineral exploration. Subsidiaries are fully consolidated from the date the Company obtains control and continue to be consolidated until the date that control ceases. Control is achieved when the Company is exposed to or has the right to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. All inter-company transactions and balances have been eliminated upon consolidation. 03 NEW AND FUTURE CHANGES IN ACCOUNTING POLICIES ADOPTED APRIL 1, 2025 Effective April 1, 2025, the Company adopted a number of amendments and improvements of existing standards including IAS 1 – Presentation of Financial Statements. These new standards did not have a material impact on the Financial Statements. FOR ACCOUNTING PERIODS SUBSEQUENT TO YEAR-END Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2025. Many are not applicable or do not have a significant impact on the Company and have been excluded. The IASB has issued classification and measurement and disclosure amendments to IFRS 9 and IFR --- S 7 which are effective for years beginning on or after January 1, 2026 with earlier application permitted. The amendments clarify the date of recognition and derecognition of some financial assets Notes to the Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in Canadian dollars) December 31, 2025 7 and liabilities and introduce a new Notes to the Condensed Consolidated Interim Financial Statements except for some financial liabilities settled through an electronic payment system. Other changes include a clarification of the requirements when assessing whether a financial asset meets the solely payments of principal and interest criteria and new disclosures for certain instruments with contractual terms that can change cash flows (including instruments where cash flow changes are linked to environmental, social or governance targets). IFRS 18, Presentation and Disclosure in Financial Statements is a new standard that will provide new presentation and disclosure requirements and which will replace IAS 1, Presentation of Financial Statements. IFRS 18 introduces changes to the structure of the statement of income; provides required disclosures in financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements; and provides enhanced principles on aggregation and disaggregation in financial statements. Many other existing principles in IAS 1 have been maintained. IFRS 18 is effective for years beginning on or after January 1, 2027, with earlier application permitted 04 KEY SOURCES OF ESTIMATION UNCERTAINTY AND CRITICAL ACCOUNTING JUDGMENTS The preparation of the Financial Statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Financial Statements and reported amounts of 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: Estimates VALUATION OF INVESTMENTS The Company holds marketable securities of a public company that, at times, experiences low trading volumes, and may be subject to periods where its securities are halted from trading, particularly in advance of completing a significant transaction. As such, the last traded price, which is typically used to determine the fair value of publicly traded marketable securities, may not be an accurate measure of the recoverable value of the underlying securities. WARRANTS The Company determined the fair value of warrants when issued using the Black Scholes Model (“BSM”). Expected volatility is determined using historical share prices of the Company. SHARE-BASED COMPENSATION The Company issued stock options that vest over time. In consideration of IFRS 2, the Company determines the fair value at issuance and will recognize amounts over the vesting period to equity and share-based Notes to the Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in Canadian dollars) December 31, 2025 8 compensation based on the share value at the time of issuance. Expected volatility is determined using h --- istorical share prices of the Company. RECOVERABILITY AND MEASUREMENT OF DEFERRED TAX ASSETS The Company holds losses carried forward and other amounts that may be deducted from future taxable income. Since the Company does not consider it more likely than not that it will have taxable net income in the near future, the deferred tax assets have not been recognized. PROVISION FOR CLOSURE AND RECLAMATION The Company records a liability based on the best estimate of costs for site closure and reclamation activities that the Company is legally or constructively required to remediate and the liability is recognized at the time the environmental disturbance occurs. The Company currently does not have any significant legal or constructive obligations relating to the reclamation or closure of its exploration and evaluation property interests, therefore no closure and reclamation liabilities have been recorded as of December 31, 2025 and March 31, 2025. INCOME TAXES Certain tax positions are subject to uncertainties which exist with respect to the interpretation of tax regulations, including the treatment of the net settlement proceeds on account of capital. The calculation of the Company’s taxable income necessarily involves a degree of estimation and judgment in respect of certain items whose tax treatment cannot be finally determined until a notice of assessments have been received from the relevant taxation authority. Differences arising between the actual results following the final resolution of some of these items and the assumptions made, or future changes to such assumptions, could necessitate adjustments to the taxable income, and the income tax expense in future periods. Judgments DETERMINATION OF FUNCTIONAL CURRENCY The Company determines the functional currency through an analysis of several indicators of autonomy such as financing activities, expenses and cash flow, retention of operating cash flows, and frequency of transactions with the reporting entity. GOING CONCERN In assessing its ability to continue as a going concern for the next twelve months, the Company estimates future cash outflows based off prevailing market prices for goods and services, foreign exchange rates, and number of days to complete field programs with weather constraints. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in Canadian dollars) December 31, 2025 9 05 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT Fair Value Hierarchy Financial instruments measured at fair value are classified into one of three levels in fair value hierarchy according to the relative reliability of inputs used to estimate the fair values. The three levels of the fair value hierarchy are: Level 1: Unadjusted quote prices in active markets for identical assets or liabilities Level 2: Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly Level 3: Inputs that are not based on observable market data The Board of Directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s financial instruments consist of cash, receivables, investments, and trade and other payables. The fair value of investments is measured on the statement of financial position using Level 1 of the fair value hierarchy. The fair value of cash, receivables and trade and other payables approximate their book values due to the short-term nature of these instru --- ments. Financial Risk Factors The Company is exposed to a variety of financial risks by virtue of its activities including credit, liquidity, interest rate, foreign currency, and price risk. CREDIT RISK The Company is exposed to industry credit risks arising from its cash and receivables. The Company manages credit risk by holding the majority of its cash with major Canadian financial institutions. The Company’s receivables are due from the Federal Government of Canada and Peru. Management believes that credit risk related to these amounts is nominal. LIQUIDITY RISK Liquidity risk is the risk that the Company will not have sufficient funds to meet its financial obligations when they are due. To manage liquidity risk, the Company has in place a planning and budgeting process to help determine the funds required to support the Company’s operating requirements on an ongoing basis and assess available and required sources of additional capital and financing. As of December 31, 2025, the Company has working capital of $468,637 (March 31, 2025 - $1,254,016). INTEREST RATE RISK Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to interest rate risk as it does not have any significant financial instruments with interest rates, with the exception of cash. Interest earned on cash is based on prevailing bank account interest rates, which may fluctuate. A 10% change in interest rates would result in a nominal difference for the three and nine months ended December 31, 2025. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in Canadian dollars) December 31, 2025 10 FOREIGN CURRENCY RISK The Company is exposed to foreign currency risk on fluctuations related to cash and trade and other payables that are denominated in United States Dollars. Amounts subject to currency risk are primarily cash and receivables denominated in foreign currencies, which are partially offset by the trade and other payables denominated in that foreign currency. The following financial assets and liabilities are denominated in foreign currencies: Stated currency December 31, 2025 March 31, 2025 Cash U.S. Dollars $ 223,840 $ 928,262 Accounts payable U.S. Dollars (35,552) (34,226) Net in foreign currency U.S. Dollars $ 188,288 $ 894,036 Impact of 10% change in foreign exchange rate Canadian Dollars $ 25,807 $ 128,527 PRICE RISK The Company has exposure to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings or valuation of its investments due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company monitors the price of precious metals. 06 RECEIVABLES AND PREPAIDS 07 INVESTMENTS * On July 18, 2024 Damara Gold Corp. changed their name to Bronco Resources Corporation and had a 4 for 1 share consolidation During the nine months ended December 31, 2025, the Company disposed of its remaining shares held in Bronco Resources for cash proceeds of $5,685, resulting in a gain of $1,560. December 31, 2025 March 31, 2025 Prepaid expenses $ 12,738 $ 25,490 Sales tax receivable - Canada 53,969 31,451 Sales tax receivable – Peru - 5,765 Tota --- l $ 66,707 $ 62,706 Bronco Resources Corporation* Number of shares Cost Fair Market Value As of March 31, 2025 75,000 $ 30,000 $ 3,000 Disposition (75,000) (30,000) (3,000) As of December 31, 2025 - - - Notes to the Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in Canadian dollars) December 31, 2025 11 08 EXPLORATION COSTS Expenditures Details of the Company’s exploration and evaluation expenditures are as follows: Peru Canada: Thunder Bay UK: Portsoy For the 3 months ended Dec. 31, 2025 Field expenses & consumables $ 9,460 $ - $ - $ 9,460 Geochemical analysis - 125,315 - 125,315 Option payments - 2,000 91,134 93,134 Salaries & wages 15,798 - - 15,798 Staking - 3,855 - 3,855 Technical report - 13,954 13,954 Exploration office expenses 36,215 - 32,514 68,729 Total $ 61,473 $ 131,170 $ 137,602 $ 330,245 Peru Canada: Thunder Bay UK: Portsoy For the 3 months ended. Dec. 31, 2024 Drilling $ 315,395 $ - $ - $ 315,395 Salaries & wages 86,634 - - 86,634 Transportation & travel 91,234 - - 91,234 Exploration office expenses 25,723 - 25,723 Total $ 518,986 $ - $ - $ 518,986 Peru Canada: Thunder Bay UK: Portsoy For the 9 months ended Dec. 31, 2025 Demobilization $ 38,823 $ - $ - $ 38,823 Environmental planning - - 13,669 13,669 Exclusivity payment - - 95,074 95,074 Field expenses & consumables 11,628 - - 11,628 Geochemical analysis - 283,481 - 283,481 Option payments - 16,000 263,444 279,444 Salaries & wages 38,964 - - 38,964 Staking - 75,253 - 75,253 Technical report - - 13,954 13,954 Transportation & travel 8,982 19,654 - 28,636 Exploration office expenses 62,662 23,543 32,508 118,713 Total $ 161,059 $ 417,931 $ 418,649 $ 997,639 Notes to the Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in Canadian dollars) December 31, 2025 12 Peru Canada: Thunder Bay UK: Portsoy For the 9 months ended Dec. 31, 2024 Drilling $ 451,452 $ - $ - $ 451,452 Field expenses & consumables 118,029 - - 118,029 License fees 94,551 - - 94,551 Royalties 135,630 - - 135,630 Salaries & wages 160,135 - - 160,135 Transportation & travel 168,877 - - 168,877 Exploration office expenses 70,640 - - 70,640 Total $ 1,199,314 $ - $ - $ 1,199,314 Property Agreement Commitments THUNDER BAY GOLD PROJECT On May 20, 2025, the Company entered into an agreement with a group of vendors (the “Vendors”) to earn a 100% interest in the Thunder Bay Gold Project, located northeast of Thunder Bay, Ontario. To earn 100% interest, the Company must complete the following: a) issue 1,000,000 common shares of the Company over a four-year period as follows: 200,000 shares upon receipt of TSXV approval of July 27, 2025 (issued July 25, 2025 – see Note 9), and 200,000 shares on each of the first, second, and third anniversaries of the TSXV approval (the “Four Year Period”); and b) spend $2,000,000 on exploration at the Thunder Bay Gold Project over the Four Year Period, with a minimum expenditure of $250,000 within the first six months and additional expenditures of $250,000 by the second anniversary, $500,000 by the third anniversary, and $1,000,000 by the fourth anniversary. Upon completion of the earn-in agreement, the Vendors will retain a 2% net smelter returns royalty (“NSR”) on the Thunder Bay Gold Project. The Company has the right to purchase 50% of the NSR during the Four Year Period for $500,000. If the Company exercises its option to purchase the first half of the NSR within the first 4 years of the agreement, the Company will then have t --- he right to purchase the remaining NSR for $5,000,000 before the 15th anniversary of the Agreement. Additionally, the Company will pay $50,000 in cash and/or in shares at the Company’s election on the fifth to ninth anniversaries of the TSXV approval and $60,000 on the tenth to fourteenth anniversaries of the TSXV approval. Any advance royalty payments will be deducted from the purchase price of the remaining royalty. If the Company elects not to purchase the remaining royalty before the 15th anniversary of the TSXV approval, the Company will pay $500,000 to the Vendors. PORTSOY PROJECT On May 13, 2025, the Company entered into a confidentiality and exclusivity agreement and paid Peak Nickel Limited (“Peak”) a £50,000 ($95,074) non-refundable cash payment. In return, the Company received certain data and a two-month exclusivity period to enter into a property option agreement for the Portsoy Project under which the Company may earn 100% interest. On August 7, 2025, the Company entered into an agreement with Peak to earn 100% interest in the Portsoy Project, located in Aberdeenshire, Northeast Scotland. To earn 100% interest in the Portsoy Project, the Company must complete the following: a) The Company paid Peak £65,000 ($123,269) upon the execution of the agreement. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in Canadian dollars) December 31, 2025 13 b) The Company must pay £10,000 every four weeks until TSXV approval is received. During the nine months ended December 30, 2025, the Company paid £50,000 ($94,179). The Company received TSXV approval on December 23, 2025. c) Upon receipt of TSXV approval, the Company commits to completing 1,000 metres of drilling; d) Spend a total of £3,000,000 on the Portsoy Project within five years of receipt of TSXV approval, with a minimum spend of £300,000 per year; and e) Issue a total of 6,500,000 common shares of the Company to Peak over a five-year period, as follows; 1,000,000 shares on each of the first, second, third and fourth anniversaries of receipt of TSXV approval, and 2,500,000 shares on the fifth anniversary of TSXV approval; Upon completion of the earn-in, Peak would retain a 1% NSR capped at £10 million. In the event the Portsoy Project is acquired by a third party after the Company has completed the earn-in, Peak would receive 10% of the cash/share value paid to the Company, capped at £10 million. In the event the agreement with Peak is assigned to a third party prior to the Company completing the earn-in, Peak would retain an uncapped 1% NSR; The Company will retain a right of first refusal in the event Peak Nickel wishes to sell the NSR. Peak will be the designated contractor for the first two years of the exploration program and be subject to the control and direction of the Management Committee, which is controlled by the Company. The Company has the right to take over the designated contractor position upon payment of £100,000 to Peak. PERU On September 19, 2019, the Company acquired the Gaban Gold project and the Tinka Iron Oxide Copper Gold project (later renamed to the ICA iron-oxide-copper-gold project), both located in Peru, from Palamina Corp. (“Palamina”). In exchange, the Company issued a number of shares to Palamina and paid annual advance royalty payments to Palamina, most recently $100,000 USD on September 19, 2024. During the nine months ended December 31, 2025, the Company relinquished the Peru properties back to Palamina --- . LAWS AND REGULATIONS The Company’s exploration activities are subject to various laws and regulations governing the protection of the environment. The Company believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations. 09 SHARE CAPITAL AND RESERVES Authorized Share Capital The Company is authorized to issue an unlimited number of common shares without par value. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in Canadian dollars) December 31, 2025 14 Issued Share Capital NINE MONTHS ENDED DECEMBER 31, 2025 TRANSACTIONS a) On June 24, 2025, the Company closed a non-brokered private placement of 12,633,333 units at $0.06 per unit for gross proceeds of $758,000 (the “Private Placement”). Each unit was comprised of one common share and one half of one common share purchase warrant. Each full warrant will allow the holder to purchase one common share of the Company at a price of $0.12 until June 24, 2027 (a “Warrant”). The Company paid $20,340 and issued 339,000 Warrants to finders in connection with this financing. Directors and officers subscribed for 1,100,000 units for total proceeds of $66,000. b) On July 25, 2025, the Company issued 200,000 common shares to the Vendors for the Thunder Bay Gold Project at a price of $0.07 per share, for total value of $14,000 (see Note 8) Share Purchase Warrants The value of warrants issued were determined using the BSM with the following assumptions: Fair Value at Date of Grant $ Grant Date Share Price $ Exercise Price $ Expected Volatility Risk-Free Interest Rate Expected dividend rate Expected Life (years) Private Placement 121,916 0.08 0.12 90% 2.61% 0% 2 Finder Warrants 10,396 0.08 0.12 90% 2.61% 0% 2 A summary of the Company’s warrants and the changes during the period are as follows: A summary of the Company’s warrants as of December 31, 2025 is as follows: Number of warrants Exercise price $ Expiry Date 6,655,667 0.12 June 24, 2027 Number of warrants Shares to be issued upon exercise of the warrants Weighted-average exercise price ($) Balance — March 31, 2024 5,000 5,000 0.60 Expired (5,000) (5,000) 0.60 Balance — March 31, 2025 - - - Private Placement 6,316,667 6,316,667 0.12 Finder Warrants 339,000 339,000 0.12 Balance – December 31, 2025 6,655,667 6,655,667 0.12 Notes to the Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in Canadian dollars) December 31, 2025 15 Stock Options The Company has adopted a stock option plan (the “Stock Option Plan”). The Company may grant share options to eligible employees, officers, directors and consultants at an exercise price, expiry date, and vesting conditions to be determined by the Company’s board of directors. The maximum expiry date is ten years from the grant date. The Stock Option Plan permits the issuance of stock options which may not exceed 10% of the Company’s issued common shares as at the date of grant. On August 27, 2024, the Company granted 2,100,000 stock options to directors, officers, and consultants of the Company. The options have an exercise price of $0.13, vest quarterly over twelve months, and expire August 27, 2029. On July 25, 2025, the Company granted 250,000 stock options to a director of the Company. The options have an exercise price of $0.13, vest quarterly over twelve months, and expire July 25, 2030. On October 22 --- , 2025, the Company granted 1,600,000 stock options to directors, officers, and consultants of the Company. The options have an exercise price of $0.13, vest quarterly over twelve months, and expire October 22, 2030. The value of the stock options granted was determined using a BSM with the following assumptions: Grant Date Fair Value at Date of Grant$ Grant Date Share Price $ Exercise Price $ Expected Volatility Risk-Free Interest Rate Expected dividend rate Expected Life (years) August 27, 2024 193,273 0.13 0.13 90% 2.88% 0% 5 July 25, 2025 16,716 0.10 0.13 90% 3.10% 0% 5 October 22, 2025 106,399 0.10 0.13 90% 2.65% 0% 5 A summary of the Company’s stock options and the changes during the period are as follows: A summary of the Company’s stock options as of December 31, 2025 is as follows: The weighted average remaining contractual life of the options as of December 31, 2025 was 4.22 years. Number of options Weighted-average exercise price ($) Balance — March 31, 2024 - - Issued 2,100,000 0.13 Balance — March 31, 2025 2,100,000 0.13 Issued 1,850,000 0.13 Expired (187,500) 0.13 Cancelled (62,500) 0.13 Balance – December 31, 2025 3,700,000 0.13 Number of options Vested Exercise price $ Expiry Date 1,850,000 1,850,000 0.13 August 27, 2029 250,000 62,500 0.13 July 25, 2030 1,600,000 - 0.13 October 22, 2030 Notes to the Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in Canadian dollars) December 31, 2025 16 10 RELATED PARTY TRANSACTIONS The Company defines key management personnel as its directors and officers. The Company entered into the following transactions with its key management: 3 months ended Dec. 31, 2025 3 months ended Dec. 31, 2024 9 months ended Dec. 31, 2025 9 months ended Dec. 31, 2024 Employee salaries and benefits $ 81,000 $ 91,500 $ 277,000 $ 274,500 Share based payment 45,344 81,104 75,186 111,520 Exploration costs – field work - 12,412 - 19,187 Exploration costs - royalties - - - 135,630 Professional fees 10,909 11,760 70,432 31,710 Exploration Costs As a result of acquiring the Peru mineral properties from Palamina (Note 8) and having directors in common with the Company, Palamina became a related party. At December 31, 2025, the Company owed Palamina $nil (March 31, 2025 - $8,041) as reimbursement for shared exploration expenditures incurred on the Peru mineral properties. The amounts due are included in accounts payable and are non-interest bearing, unsecured, and due on demand. Professional Fees The Company incurs legal fees with an officer of the Company. As of December 31, 2025, the Company owed this related party $17,182 (March 31, 2025 - $5,840). The amounts due are non-interest bearing, unsecured, and due on demand. Share Transactions Refer to Note 9 regarding share transactions with related parties. 11 SEGMENTED INFORMATION The Company’s reportable operating segments, which are components of the Company’s business where separate financial information is available and which are evaluated on a regular basis by the Company’s Chief Executive Officer, who is the Company’s chief operating decision maker, for the purpose of assessing performance. The Company’s operating segments are its exploration and evaluation expenditures, which are disclosed by geographic location in Note 8. All corporate expenses are incurred in Canada. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in Canadian dollars) December 31, 2025 17 Total assets by segment: December 31, --- 2025 March 31, 2025 Canada $ 536,676 $ 1,394,172 Peru 2,967 26,604 Tanzania - 8,775 Total assets $ 539,643 $ 1,429,551 12 CAPITAL MANAGEMENT The Company manages its capital structure based on the funds available in order to support the acquisition and exploration and evaluation of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Company’s management to sustain future development of the business. The Company defines capital that it manages as components of shareholders’ equity. The properties in which the Company currently has an interest are in the exploration stage and are not positive cash-flow generating; as such, the Company has historically relied on the equity markets to fund its activities. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital restrictions. The change of jurisdictions where the Company is exploring has not resulted in a significant change to its capital management risks or strategy. On December 8, 2023, the Company paid a return of capital of $23,530,849, the majority of the net cash proceeds received from the settlement from the Government of Tanzania (Note 9). The remaining cash held by the Company will follow the same Company’s objectives, policies, and processes for managing capital. 13 SUBSEQUENT EVENT Private Placement Subsequent to December 31, 2025, the Company closed a non-brokered private placement of 25,000,000 units at $0.10 per unit for gross proceeds of $2,500,000 (the “Private Placement”). Each unit was comprised of one common share and one half of one common share purchase warrant. Each full warrant will allow the holder to purchase one common share of the Company at a price of $0.20 until March 2, 2029 (a “Warrant”). The Company paid $48,375 and issued 459,000 Warrants to finders in connection with this financing. Directors and officers subscribed for 2,150,000 units for total proceeds of $215,000.
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