SEDAR Interim Financial Statements

Condensed Consolidated Interim Financial Statements Third Quarter ended December 31, 2025 (Expressed in Canadian Dollars) (Unaudited) - 1 - NOTICE OF NO AUDITOR REVIEW OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS These condensed consolidated interim financial statements of the Company for the period ended December 31, 2025 have been prepared by management and have not been subject to review by the Company’s auditors. - 2 - GALORE RESOURCES INC. Condensed Consolidated Interim Statements of Financial Position (Unaudited - Expressed in Canadian Dollars) December 31, 2025 March 31, 2025 $ $ Assets Current assets Cash 1,535 2,899 Amounts receivable 5,581 3,616 7,116 6,515 Exploration and evaluation assets (note 3) 12,832,384 12,467,468 12,839,500 12,473,983 Liabilities and Equity Current liabilities Accounts payable and accrued liabilities (note 4, 5) 10,067,148 9,159,225 Advances 222,462 104,420 Due to related party (note 5) 756,985 758,027 Loan payable (note 6) 159,817 159,535 11,206,412 10,181,207 Shareholders’ equity Share capital (note 7 (a)) 18,597,270 18,597,270 Reserves (note 7 (c)) 3,199,887 3,199,887 Deficit (20,164,069) (19,504,381) 1,633,088 2,292,776 12,839,500 12,473,983 See accompanying notes to the condensed consolidated interim financial statements Nature and continuance of operations (note 1) Commitments (note 12) Approved by the Board of Directors and authorized for issue on March 2, 2026. - 3 - GALORE RESOURCES INC. Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited - Expressed in Canadian Dollars) Three Months Ended December 31, Nine Months Ended December 31, 2025 2024 2025 2024 $ $ $ $ Operating costs and expenses Consulting (note 4) 6,420 8,820 6,420 12,720 Corporate development and investor relations 2,146 1,133 3,247 5,060 Interest expense (notes 5 & 6) 21,596 19,671 63,053 60,538 Management fees (note 4) 85,792 86,038 255,631 254,058 Office and miscellaneous 7,779 9,179 18,439 20,043 Professional fees 5,000 38,122 69,971 68,488 Shareholder communications - 1,828 1,624 1,828 Trust and filing fees 15,029 32,510 22,988 37,613 Loss before other items (143,762) (197,301) (441,373) (460,348) Bonus shares (note 7 (a)) - - - (5,180) Foreign exchange gain (loss) 52,947 (282,707) (228,943) (201,861) Forgiveness of debt - - 10,628 - Net loss and comprehensive loss for the period (90,815) (480,008) (659,688) (667,389) Weighted average number of common shares outstanding 177,300,669 177,300,669 177,300,669 173,119,101 Basic and diluted loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.00) See accompanying notes to the condensed consolidated interim financial statements - 4 - GALORE RESOURCES INC. Condensed Consolidated Interim Statements of Cash Flows (Unaudited - Expressed in Canadian dollars) Nine Months Ended December 31, 2025 2024 $ $ Cash provided by (used for): Operating activities Net loss for the period (659,688) (667,389) Items not involving the use of cash: Interest accrual 63,053 60,538 Foreign exchange gain 228,943 201,861 Forgiveness on debt (10,628) - Bonus shares issued pursuant to loan agreement - 5,180 (348,320) (399,810) Change in non-cash working capital: Amounts receivable (1,965) 644 Prepaid expenses - 11,259 Accounts payable and accrued liabilities 276,853 393,443 (103,432) 5,536 Investing activities Exploration and evaluation assets (28,989) (158,834) (28,989) (158,834) Financing activities Advances from related party 13,015 48,007 Advances from third party 118,042 69,273 Loa --- ns payable - 37,168 Share issuance costs for debt settlement - (2,131) 131,057 152,317 Increase (decrease) in cash (1,364) (981) Cash, beginning of the period 2,899 2,066 Cash, end of the period 1,535 1,085 See accompanying notes to the condensed consolidated interim financial statements Supplementary disclosure: Refer to note 8. - 5 - GALORE RESOURCES INC. Condensed Consolidated Interim Statements of Changes in Equity (Unaudited - Expressed in Canadian dollars) Number of shares Share capital Reserves Deficit Total equity $ $ $ $ March 31, 2025 177,300,669 18,597,270) 3,199,887) (19,504,381) 2,292,776 Net loss for the period - - - (659,688) (659,688) December 31, 2025 177,300,669 18,597,270 3,199,887 (20,164,069) 1,633,088 March 31, 2024 165,731,430) 18,368,016) 3,199,887) (19,403,847) 2,164,056 Bonus shares issued 258,989 5,180 - - 5,180 Shares issued for debt 11,310,250 226,205 - - 226,205 Share issuance costs (2,131) - - (2,131) Net loss for the period - - - (667,389) (667,389) December 31, 2024 177,300,669 18,597,270 3,199,887 (20,071,236) 1,725,921 See accompanying notes to condensed consolidated interim financial statements GALORE RESOURCES INC. Notes to the Condensed Consolidated Interim Financial Statements Nine months ended December 31, 2025 (Unaudited - Expressed in Canadian dollars) - 6 - 1) NATURE AND CONTINUANCE OF OPERATIONS The Company was incorporated in British Columbia, Canada and has been primarily involved in the acquisition and exploration of mineral property interests in North America. The address of the Company’s corporate office and principal place of business is Suite 1400 - 1125 Howe Street, Vancouver, B.C. V6Z 2K8 and the corporate mailing address is 2701 Little Elm Parkway, Suite 100 #512, Little Elm, Texas, 75068 United States of America. At the date of these condensed consolidated interim financial statements, the Company has not been able to identify a known body of commercial grade ore on any of its properties. The ability of the Company to recover the costs it has incurred to date on these properties is dependent upon the Company being able to identify a commercial ore body, to finance its exploration and development costs and to resolve any environmental, regulatory, or other constraints which may hinder the successful development of the property. Although the Company is unaware of any defects in its title to its mineral properties, no guarantee can be made that none exist. These condensed consolidated interim financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to meet its commitments, continue operations, and realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception, has no recurring source of revenue and at December 31, 2025, the Company has a working capital deficiency of $11,199,296 (March 31, 2025 - $10,174,692) and an accumulated deficit of $20,164,069 (March 31, 2025 - $19,504,381). The Company continuing operations as intended is dependent upon its ability to raise sufficient funds in order to finance exploration and administrative expenses. The Company has no assurance that such financing will be available or be available on favourable terms. Factors that could affect the availability of financing include the Company’s performance (as measured by numerous factors including the progress and results of i --- ts projects), the state of international debt and equity markets, investor perceptions and expectations and the global financial and metals markets. If successful, the Company would obtain additional financing through, but not limited to, the issuance of additional equity. These conditions, indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. These condensed consolidated interim financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumption inappropriate, and these adjustments could be material. 2) MATERIAL ACCOUNTING POLICY INFORMATION a) Basis of presentation and statement of compliance These condensed consolidated interim financial statements have been prepared in accordance and comply with IFRS Accounting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), including IAS 34, Interim Financial Reporting. These condensed consolidated interim financial statements have been prepared on a historical cost basis except for financial instruments classified as fair value through profit or loss (“FVTPL”), which are stated at their fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. These condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended March 31, 2025, which have been prepared in accordance with IFRS, as issued by the IASB. GALORE RESOURCES INC. Notes to the Condensed Consolidated Interim Financial Statements Nine months ended December 31, 2025 (Unaudited - Expressed in Canadian dollars) - 7 - 2) MATERIAL ACCOUNTING POLICY INFORMATION (continued) b) Consolidation Name of Subsidiary Place of Incorporation Proportion of Ownership Interest Principal Activity Minerales Galore, S.A de C.V. Zacatecas State, Mexico 100% Mineral Exploration c) Material accounting policies These condensed consolidated interim financial statements have been prepared using the same accounting policies and methods of computation as the annual consolidated financial statements of the Company for the year ended March 31, 2025. The disclosure contained in these condensed consolidated interim financial statements do not include all the requirements in IAS 1 Presentation of Financial Statements (“IAS 1”). Accordingly, these condensed consolidated interim financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended March 31, 2025. The accounting policies below have been applied consistently to all periods presented in these condensed consolidated interim financial statements. d) Significant accounting judgments, estimates and assumptions The preparation of the Company’s condensed consolidated interim financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities and contingent liabilities at the date of the condensed consolidated interim financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continu --- ously 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. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Critical judgements in applying accounting policies: The following are critical judgements that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the condensed consolidated interim financial statements:  the determination that the Company will continue as a going concern for the next year; and  the determination that there have been no events or changes in circumstances that indicate the carrying amount of exploration and evaluation assets may not be recoverable. Certain of the Company’s assets and liabilities have carrying amounts that have a significant risk of a material adjustment in the following financial year due to the uncertainty of the estimates that are used in determining their carrying amounts. Estimates of the effects of uncertain future events may be based on historical results or other assumptions and factors and are reviewed on an ongoing basis. When a change in estimate causes a change in carrying amount of an asset or liability the change is recorded prospectively. Assets and liabilities that are subject to significant estimation uncertainty include:  impairment testing of exploration and evaluation assets is required where circumstances indicate a likelihood that carrying amounts exceed recoverable amounts. GALORE RESOURCES INC. Notes to the Condensed Consolidated Interim Financial Statements Nine months ended December 31, 2025 (Unaudited - Expressed in Canadian dollars) - 8 - 3) EXPLORATION AND EVALUATION ASSETS Title to exploration and evaluation assets Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many exploration and evaluation assets. The Company has investigated title to all of its exploration and evaluation assets and, to the best of its knowledge, title to all of its properties are in good standing. Dos Santos, Mexico $ Balance, March 31, 2024 11,443,389 Camp, geological, geophysical and geochemical 154,849 Field office, travel and accommodation 28,163 Payment of rights 841,066 Balance, March 31, 2025 12,467,468 Camp, geological, geophysical and geochemical 107,156 Field office, travel and accommodation 2,698 Payment of rights 255,062 Balance, December 31, 2025 12,832,384 Dos Santos, Mexico The Company owns 100% interest in the Dos Santos gold and base-metal property located in Zacatecas State, Mexico (the “Property”), as well as several mineral claims through staking. The Company also owns the surface rights to certain privately-owned lands known as Rancho Duraznillo that cover a portion of the Dos Santos property. On March 7, 2022, the Company entered into a five-year exploration and exploitation agreement with Oztoc Metal Corporation, S. De R.L. C.V. (“Oztoc”), (subject to a five-year validity for renewal) to mine gold from certain claims within the property. Under this contract, Oztoc is to be responsible for all required insurance, permits, fee --- s, duties, and taxes associated with the Mining Law and other federal, state and local laws. Any proceeds, net of costs, will be allocated 30% to the Company and 70% to Oztoc. The Company would retain the rights on all other minerals extracted at the Company’s other claims. A significant shareholder of the Company is also a significant shareholder of Oztoc. On July 13, 2023, the Company announced it had provided notice to Oztoc to rescind the exploration and exploration agreement. GALORE RESOURCES INC. Notes to the Condensed Consolidated Interim Financial Statements Nine months ended December 31, 2025 (Unaudited - Expressed in Canadian dollars) - 9 - 4) RELATED PARTY TRANSACTIONS A number of key management personnel, or their related parties, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities. Certain of these entities transacted with the Company during the reporting period. The Company has determined that key management personnel consists of the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”), the corporate secretary and the board of directors. Key management personnel compensation: Nine Months Ended December 31, 2025 2024 $ $ Consulting fees 6,420 12,720 Management fees 255,631 410,736 Total management compensation 262,051 423,456 All transactions with related parties have occurred in the normal course of operations and management represents that they have occurred on a basis consistent with those involving unrelated parties, and accordingly that they are measured at fair value. Included in accounts payable and accrued liabilities as at December 31, 2025 is $3,853,347 (March 31, 2025 - $3,705,759) due to officers and directors and companies controlled by officers and directors. 5) DUE TO RELATED PARTY In January 2017, the Company entered into a loan agreement with the CEO of the Company (the “CEO”), whereby the Company borrowed USD $150,000. Under the terms of the agreement, the loan was to be due on January 12, 2019, bore interest of 8% per annum, compounded monthly, and was payable upon demand, provided however, that the lender agreed not to make a demand within the first twelve months of the loan. On January 12, 2019, the loan matured and remains outstanding. On January 1, 2024, the agreement was amended such that the interest is no longer compounded monthly. No formal loan extension has been reached, and the loan continues to accrue interest at the stated terms. In May 2019, the CEO of the Company loaned the Company a further USD $100,000, bearing interest at 10% per annum, compounded monthly. The Company issued 2,000,000 bonus warrants to the lender in consideration of the loan. These warrants were ascribed a fair value $63,600 and expired unexercised on July 4, 2020. On January 1, 2024, the agreement was amended such that the interest is reduced to 8% per annum and no longer compounded monthly. No formal loan extension has been reached, and the loan continued to accrue interest at the stated terms. During the year ended March 31, 2025, the Company settled $226,205 (USD $165,600) of the principal and accrued interest outstanding by issuing 11,310,250 common shares of the Company (Note 7). The CEO of the Company has advanced additional funds to the Company. The advances are unsecured, non-interest bearing and due on demand. During the period ended December 31, 2025, $13,015 (USD $9,390) (December 31, 2024 - $47 --- ,997 (USD $35,500)) was advanced. As at December 31, 2025, a total of $436,766 (USD $333,690) (December 31, 2024 - $423,751 (USD $324,300)) was advanced. As at December 31, 2025 and 2024 $107,729 (USD $83,485) has been repaid. GALORE RESOURCES INC. Notes to the Condensed Consolidated Interim Financial Statements Nine months ended December 31, 2025 (Unaudited - Expressed in Canadian dollars) - 10 - 5) DUE TO RELATED PARTY (continued) During the period ended December 31, 2025, the Company accrued interest of $21,647 (USD $15,626) (March 31, 2025 - $30,442 (USD $21,896)) in relation to the loan. As at December 31, 2025, the total amount of the advances and loans outstanding, including accrued interest, was $756,985 (USD $552,302) (March 31, 2025- $758,027 (USD $527,286)). The Company also accrued interest of $33,611 (USD $24,259) (March 31, 2025 - $39,053 (USD $21,896)) related to unpaid management fees. This amount is included in accounts payable and accrued liabilities. 6) LOAN PAYABLE On December 17, 2020, the Company entered into a loan agreement with an arm’s length shareholder of the Company (the “Lender”). Under the terms of the agreement, the Lender provided the Company with a loan of USD $29,000, bearing interest at 6% per annum, compounded monthly. As additional consideration, the Company issued to the Lender a bonus of 140,000 common shares for a fair value of $2,800. No formal loan extension has been reached, and the loan continues to accrue interest at the stated terms. On April 12, 2024, the Company entered into a second loan agreement with Lender. In connection with this agreement, the Company received an additional loan of USD $7,000, bearing interest at 8% per annum, with a 1-year term. On August 3, 2023, the Company entered into a loan agreement with another arm’s length shareholder of the Company (the “Lender 2”). In connection with this agreement, the Company received a loan of USD $20,000, bearing interest at 9% per annum, compounded quarterly, with a 1-year term. As additional consideration, the Company issued to the Lender 2 a bonus of 106,680 common shares for a fair value of $1,216 (Note 7). On January 1, 2024, the agreement was amended to reduce interest to 8% per annum, no longer compounded quarterly. On February 28, 2024, the Company entered into a second loan agreement with Lender 2. In connection with this agreement, the Company received a loan of USD $20,000, bearing interest at 8% per annum, with a 1-year term. On April 12, 2024, this was amended to increase the amount of the loan to USD $40,000. As additional consideration related to the two loan agreements dated April 12, 2024, the Company issued to the lenders a bonus of 258,989 common shares for a fair value of $5,180 (Note 7). During period ended December 31, 2025, the Company accrued total interest of $7,800 (USD $5,630) (March 31, 2025 - $10,446 (USD $7,507)). As at December 31, 2025, the total amount of the loans and accrued interests outstanding is $159,817 (USD $ 116,603) (March 31, 2025 - $159,535 (USD $110,973)). 7) SHARE CAPITAL a) The authorized share capital of the Company consists of an unlimited number of common shares. During the nine months ended December 31, 2025, the Company did not issue any common shares. During the year ended March 31, 2025, the Company issued 258,989 common shares, valued at $5,180, pursuant to loan agreements (Note 6) and 11,310,250 common shares, valued at $226,205, pursuant to a debt settlement agreement (Note 5). --- GALORE RESOURCES INC. Notes to the Condensed Consolidated Interim Financial Statements Nine months ended December 31, 2025 (Unaudited - Expressed in Canadian dollars) - 11 - 7) SHARE CAPITAL (continued) b) Stock options The Company has a stock option plan (the "Plan") which allows the Company to grant options to directors, officers, employees and consultants. Under the Plan, options will be exercisable over periods of up to 5 years and are required to have an exercise price no less than the closing market price of the Company's shares prevailing on the day that the option is granted less a discount of up to 25%. Under the Company’s current plan, which was approved by the shareholders at its annual general meeting held November 8, 2018, a total of 24,500,000 are reserved for issuance. The continuity of stock options is as follows: Nine Months Ended December 31, 2025 Year Ended March 31, 2025 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price $ $ Balance, beginning of the period 16,725,000 0.10 17,150,000 0.10 Granted - - - - Expired/cancelled (1,300,000) 0.10 (425,000) 0.10 Balance, end of the period 15,425,000 0.10 16,725,000 0.10 Weighted average years to expiry 0.99 1.62 As at December 31, 2025, the following options are outstanding: Number of Options Exercise Price Expiry Date $ 8,325,000 0.10 May 26, 2026 7,100,000 0.10 September 8, 2027 15,425,000 c) Share-based payment reserve During the nine months ended December 31, 2025, no options were granted. During the year ended March 31, 2025, no options were granted. GALORE RESOURCES INC. Notes to the Condensed Consolidated Interim Financial Statements Nine months ended December 31, 2025 (Unaudited - Expressed in Canadian dollars) - 12 - 7) SHARE CAPITAL (continued) d) Warrants The continuity of warrants is as follows: Nine Months Ended December 31, 2025 Year Ended March 31, 2025 Number of Warrants Weighted Average Exercise Price Number of Warrants Weighted Average Exercise Price $ $ Balance, beginning of the period 2,521,623 0.05 8,117,942 0.08 Granted - - - - Expired (2,521,623) 0.05 (5,596,319) 0.10 Balance, end of the period - - 2,521,623 0.05 Weighted average years to expiry - 0.31 As at December 31, 2025, no warrants are outstanding. 8) SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS As at December 31, 2025, the significant non-cash transaction was exploration and evaluation asset costs of $6,125,320 being included in accounts payable and accrued liabilities. As at December 31, 2024, the significant non-cash transaction was exploration and evaluation asset costs of $5,189,994 being included in accounts payable and accrued liabilities. 9) SEGMENTED INFORMATION The Company primarily operates in one reportable segment, being the acquisition, exploration and evaluation of exploration and evaluation assets located in Canada and Mexico. Geographic information is as follows: As at December 31, 2025 As at March 31, 2025 $ $ Non-current assets Canada - - Mexico 12,832,384 12,467,468 12,832,384 12,467,468 GALORE RESOURCES INC. Notes to the Condensed Consolidated Interim Financial Statements Nine months ended December 31, 2025 (Unaudited - Expressed in Canadian dollars) - 13 - 10) FINANCIAL INSTRUMENT RISKS The Company’s financial instruments are exposed to the following risks: Credit Risk The Company’s primary exposure to credit risk is the risk of illiquidity of cash, amounting to $1,535 at December 31, 2025 (March 31, 2025 - $2,899). As --- the Company’s policy is to limit cash holdings to instruments issued by major Canadian and Mexican banks, or investments of equivalent or better quality, the credit risk is considered by management to be negligible. Liquidity Risk Liquidity risk is the risk that the Company will not be able to pay financial instrument liabilities as they come due. The Company’s only liquidity risk from financial instruments is its need to meet operating accounts payable and accrued liabilities, due to related party and loan payable requirements. The Company did not maintain sufficient cash balances to meet these needs at December 31, 2025. Foreign Exchange Risk The Company has foreign exchange risk due to its activities carried out in Mexico. At December 31, 2025, the Company had $1,103 (March 31, 2025 - $118) in current assets and $5,968,881 (March 31, 2025 - $5,280,199) in current liabilities originating in Mexico. Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities approximates the carrying amount. Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:  Level 1 – Unadjusted quoted 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; and  Level 3 – Inputs that are not based on observable market data. 11) CAPITAL MANAGEMENT The Company’s primary objective for managing its capital structure is to maintain financial capacity for the purpose of sustaining the future development of the business and maintaining investor, creditor and market confidence. The Company considers its capital structure to include shareholders’ equity and working capital. Management is continually monitoring changes in economic conditions and the risk characteristics of the underlying mineral property industry. In the event that adjustments to the capital structure are necessary, the Company may consider issuing additional equity, raising debt or revising its capital investment programs. The Company’s share capital is not subject to any external restrictions. The Company has not paid or declared any dividends since the date of incorporation, nor are any currently contemplated. There have been no changes to the Company’s approach to capital management during the period. GALORE RESOURCES INC. Notes to the Condensed Consolidated Interim Financial Statements Nine months ended December 31, 2025 (Unaudited - Expressed in Canadian dollars) - 14 - 12) COMMITMENTS On September 1, 2016, the Company entered into a management services agreement with the company’s Chief Financial Officer (“CFO”) to provide services at a rate of CDN $5,000 per month. These fees shall be accrued until sufficient funds are available to the Company for payment and will be recorded on the Company’s books as an accounts payable. Payment of accrued fees shall be upon the recommendation of the Compensation and Corporate Governance Committee, acting reasonably, to the Board of Directors. On September 1, 2017, the agreement with the CFO was amended such that the rate was increased to USD $7,000 per month. Each fee payment is due by the last day of each month, and interest of 2% will be charged monthly on all fees overdue by 14 days. On January 1, 2022, --- the compensation committee approved a rate increase to USD $9,000 per month. On January 1, 2024, the agreement with the CFO was amended such that the rate was decreased to USD $2,500 per month and that the interest will be 2% per annum. Additionally, under the amended agreement, if there is a sale, lease or exchange of all or substantially all of the property of the Company to another person or entity, other than in the ordinary course of business of the Company, or there is deemed to be a change of control, which means acquiring an interest in the Company’s shares conferring 50% or more of the votes entitling the purchaser to elect the board of directors of the Company, either of which constitutes a “Transaction”, the CFO will be entitled to receive at the time of closing of the Transaction any accrued fees as well as the yearly amount (12 months equaling USD $108,000) of the fee for each year of service provided to the Company since January 2015. The CFO will also be entitled to receive at the time of closing of the Transaction, five-hundred thousand (500,000) common shares of the Company for every year (September 2015 to September 2016) that he did not receive any compensation for services performed due to the financial condition of the business. On September 1, 2016, the Company entered into a management services agreement with the company’s Chief Executive Officer (“CEO”) to provide services at a rate of CDN $12,000 per month. These fees shall be accrued until sufficient funds are available to the Company for payment and will be recorded on the Company’s books as an accounts payable. Payment of accrued fees shall be upon the recommendation of the Compensation and Corporate Governance Committee, acting reasonably, to the Board of Directors. On September 1, 2017, the agreement was amended and services will be provided to the Company at a rate of USD $12,000 per month. Each fee payment is due by the last day of each month, and interest of 2% will be charged monthly on all fees overdue by 14 days. On January 1, 2022, the compensation committee approved a rate increase to USD $18,000 per month. On January 1, 2024, the agreement with the CEO was amended such that the interest will be 2% per annum. Additionally, under the amended agreement, if there is a sale, lease or exchange of all or substantially all of the property of the Company to another person or entity, other than in the ordinary course of business of the Company, or there is deemed to be a change of control, which means acquiring an interest in the Company’s shares conferring 50% or more of the votes entitling the purchaser to elect the board of directors of the Company, either of which constitutes a “Transaction”, the CEO will be entitled to receive at the time of closing of the Transaction any accrued fees as well as the yearly amount (12 months equaling USD $216,000) of the fee for each year of service the CEO provided to the Company since July, 2012. The CEO will also be entitled to receive at the time of closing of the Transaction, one (1) million common shares of Galore for every year (July 2012 to July 2016) that he did not receive any compensation for services performed due to the financial condition of the business. The Company has an agreement to pay consulting fees to a related party company owned by the Company’s Corporate Secretary (“SEC”), billed at an hourly rate on an as needed basis. Three months’ notice is required to terminate the applicable agreement, mean --- ing the Company is committed to paying three months’ fees at any time prior to giving notice of termination. Additionally, if there is a sale, lease or exchange of all or substantially all of the property of the Company to another person or entity, other than in the ordinary course of business of the Company, or there is deemed to be a change of control, which means acquiring an interest in the Company’s shares conferring 50% or more of the votes entitling the purchaser to elect the board of directors of the Company, either of which constitutes a “Transaction”, SEC will be entitled to receive at the time of closing of the Transaction all outstanding amounts due and payable for past services, plus an amount of compensation equal to $2,500 for each year of service SEC provided to the Company since 2007.