Exhibit 99.2
Anfield Energy Inc.
Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of Anfield Energy Inc.
Opinion on the Consolidated Financial Statements
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting in accordance with the standards of the PCAOB. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion in accordance with the standards of the PCAOB.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
CHARTERED PROFESSIONAL ACCOUNTANTS
We have served as the Company’s auditor since 2008
March 31, 2026
Anfield Energy Inc.
Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)
| Notes | December 31, 2025 | December 31, 2024 | ||||||||
| Assets | ||||||||||
| Current Assets | ||||||||||
| Cash | $ | $ | ||||||||
| Receivables | ||||||||||
| Prepaids and deposits | 4, 9 | |||||||||
| Marketable securities | 5 | |||||||||
| Deferred financing costs | ||||||||||
| Non-current Assets | ||||||||||
| Insurance premium | 7 | |||||||||
| Reclamation bonds | 6,7 | |||||||||
| Deposits on equipment | 4 | |||||||||
| Property and equipment | 6 | |||||||||
| Exploration and evaluation assets | 7 | |||||||||
| Total Assets | $ | $ | ||||||||
| Liabilities | ||||||||||
| Current Liabilities | ||||||||||
| Accounts payable and accrued liabilities | 8 | $ | $ | |||||||
| Due to related parties | 9 | |||||||||
| Loans payable | 11 | |||||||||
| Long-term Liabilities | ||||||||||
| Asset retirement obligations | 10 | |||||||||
| Loans payable | 11 | |||||||||
| Total Liabilities | ||||||||||
| Equity | ||||||||||
| Share capital | 12 | $ | $ | |||||||
| Equity reserve | 12 | |||||||||
| Stock option reserve | 12 | |||||||||
| Warrant reserve | 12 | |||||||||
| Foreign exchange reserve | 12 | |||||||||
| Deficit | ( | ) | ( | ) | ||||||
| Total Equity | ||||||||||
| Total Equity and Liabilities | $ | $ | ||||||||
Subsequent events (Note 19)
Approved and authorized on March 31, 2026, on behalf of the Board of Directors:
| “Corey Dias” | “Laara Shaffer” | |
| Chief Executive Officer | Director |
The accompanying notes are an integral part of these consolidated financial statements.
| Page 1 |
Anfield Energy Inc.
Consolidated Statements of Comprehensive Loss
(Expressed in Canadian Dollars)
For the year ended December 31, | ||||||||||
| Notes | 2025 | 2024 | ||||||||
| Expenses | ||||||||||
| Consulting | 9 | $ | $ | |||||||
| Depreciation | 6 | |||||||||
| Director’s fees and audit committee | 9 | |||||||||
| Exploration and evaluation expenditures | 7,9 | |||||||||
| General and administrative | 9 | |||||||||
| Indemnification support fee | ||||||||||
| Insurance | ||||||||||
| Listing expense | ||||||||||
| Loss (gain) on foreign exchange | ( | ) | ||||||||
| Payroll expense | ||||||||||
| Professional fees | 9 | |||||||||
| Shareholder communications | ||||||||||
| Share-based compensation | 9,12 | |||||||||
| Transfer agent and filing fees | ||||||||||
| Total expenses | ||||||||||
| Net loss before other items | ( | ) | ( | ) | ||||||
| Other items | ||||||||||
| Accretion expense of discount and interest expense on loans payable | 11 | ( | ) | ( | ) | |||||
| Accretion expense for asset retirement obligations | 10 | ( | ) | ( | ) | |||||
| Impairment of exploration and evaluation assets | ( | ) | ||||||||
| Interest income | ||||||||||
| Other income | ||||||||||
| Unrealized loss on marketable securities | 5 | ( | ) | ( | ) | |||||
| Write-off of accounts payable | ||||||||||
| Net loss | ( | ) | ( | ) | ||||||
| Other comprehensive loss | ||||||||||
| Other comprehensive loss that may be reclassified to profit or loss: | ||||||||||
| Exchange differences on translating foreign operations | ( | ) | ||||||||
| Total comprehensive loss | $ | ( | ) | $ | ( | ) | ||||
| Loss per share - basic and diluted | $ | ) | $ | ) | ||||||
| Weighted average shares outstanding - basic and diluted | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| Page 2 |
Anfield Energy Inc.
Consolidated Statements of Changes in Equity
(Expressed in Canadian Dollars)
| Number of shares | Amount | Equity reserve | Stock option reserve | Warrant reserve | Foreign exchange reserve | Deficit | Total equity | |||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||
| Shares issued for exploration and evaluation assets | ||||||||||||||||||||||||||||||||
| Shares issued upon exercise of warrants | ( | ) | ||||||||||||||||||||||||||||||
| Warrants issued upon modification of credit facility | — | |||||||||||||||||||||||||||||||
| Refund of share issuance costs related to private placement in prior fiscal year | — | |||||||||||||||||||||||||||||||
| Stock options expired unexercised | — | ( | ) | |||||||||||||||||||||||||||||
| Comprehensive loss for the year | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||
| Shares issued for cash | ||||||||||||||||||||||||||||||||
| Shares issued for exploration and evaluation assets | ||||||||||||||||||||||||||||||||
| Shares issued upon exercise of warrants | ( | ) | ||||||||||||||||||||||||||||||
| Warrants issued for Credit Facility | — | |||||||||||||||||||||||||||||||
| Stock options expired unexercised or cancelled | — | ( | ) | |||||||||||||||||||||||||||||
| Share-based compensation | — | |||||||||||||||||||||||||||||||
| Comprehensive loss for the year | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| Page 3 |
Anfield Energy Inc.
Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars)
For the year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments for non-cash items: | ||||||||
| Accretion of asset retirement obligations | ||||||||
| Accretion of discount and interest expense on loan payable | ||||||||
| Depreciation | ||||||||
| Foreign exchange | ( | ) | ( | ) | ||||
| Impairment of exploration and evaluation assets | ||||||||
| Share-based compensation | ||||||||
| Unrealized loss on marketable securities | ||||||||
| Write-off of accounts payable | ( | ) | ||||||
| Changes in non-cash working capital: | ||||||||
| Receivables | ( | ) | ( | ) | ||||
| Prepaids and deposits | ( | ) | ||||||
| Accounts payable and accrued liabilities | ||||||||
| Due to related parties | ||||||||
| Net cash flows used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Acquisition of exploration and evaluation assets | ( | ) | ( | ) | ||||
| Investment income from reclamation bond reinvested | ( | ) | ||||||
| Purchase of property and equipment | ( | ) | ||||||
| Reclamation deposit | ( | ) | ( | ) | ||||
| Security deposits paid for property and equipment | ( | ) | ||||||
| Net cash flows used in investing activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from share issuances | ||||||||
| Proceeds from exercise of warrants | ||||||||
| Deferred financing costs | ( | ) | ||||||
| Refund of share issuance costs | ||||||||
| Repayment of loan payable and interest | ( | ) | ||||||
| Proceeds from loan payable, net | ||||||||
| Proceeds from related party loan payable | ||||||||
| Repayment of related party loan payable | ( | ) | ||||||
| Net cash flows from financing activities | ||||||||
| Increase (decrease) in cash | ( | ) | ||||||
| Cash, beginning | ||||||||
| Cash, ending | $ | $ | ||||||
| Non-cash Investing and Financing Activities: | ||||||||
| Deferred financing costs included in accounts payable | $ | $ | ||||||
| Fair value of warrants reclassified to share capital upon exercise | $ | $ | ||||||
| Fair value of warrants issued for Credit Facility | $ | $ | ||||||
| Fair value of warrants issued upon modification of Credit Facility | $ | $ | ||||||
| Stock options expired unexercised or cancelled | $ | $ | ||||||
| Shares issued for exploration and evaluation assets | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| Page 4 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 1. | Nature of Operations |
Anfield Energy Inc. (the “Company”) is a publicly listed company incorporated in British Columbia on July 12, 1989. The Company’s shares are listed on the TSX Venture Exchange (“TSX.V”) under the symbol “AEC”, the Nasdaq Capital Market LLC (“NASDAQ”) under the symbol “AEC”, and the Frankfurt Stock Exchange under the symbol “OAD”. On September 16, 2022, warrants of the Company commenced trading on TSX.V under the symbol “AEC.WT”. On September 18, 2025, the Company’s shares began trading on NASDAQ and ceased trading on the OTCQB Marketplace under the symbol “ANLDF”. The Company is engaged in mineral development and production. The Company’s head office and its registered and records offices are located at Suite 2005, 4390 Grange Street, Burnaby, British Columbia, V5H 1P6.
Effective August 1, 2025, the Company completed a share consolidation of its outstanding common shares on a 75-for-1 basis. The share and per share figures in these consolidated financial statements have been retroactively adjusted to reflect this share consolidation.
| 2. | Material Accounting Policy Information and Basis of Presentation |
| a) | Basis of Preparation and Statement of Compliance |
These consolidated financial statements of the Company have been prepared in accordance with IFRS Accounting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”).
The consolidated financial statements of the Company have been prepared on an accrual basis are based on historical costs except for financial instruments as discussed below. The consolidated financial statements are presented in Canadian dollars, which is the parent’s functional currency.
The policies set out below were consistently applied to all periods presented unless otherwise noted below. These consolidated financial statements have been prepared on a historical cost basis except for financial instruments carried at fair value.
| b) | Basis of consolidation |
These consolidated financial statements comprise the accounts of the Company and its wholly-owned subsidiaries incorporated in the United States which include Anfield Resources Holding Corp. (‘ARHC”), ARH Wyoming Corp. (“ARHW”), Highbury Resources Inc. (“HRI”), Anfield Precious Metals Inc. (“APMI”), Anfield Energy US Corp (“AEUC”), and Neutron Energy, Inc. (“NEI”). All intercompany transactions, balances, income and expenses are eliminated on consolidation. Equinox Exploration Holding Corp. was dissolved in the fiscal year ended December 31, 2024.
| Page 5 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 2. | Material Accounting Policy Information and Basis of Preparation (continued) |
| c) | Significant Management Judgement and Estimates in Applying Accounting Policies |
Significant 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.
Areas requiring a significant degree of estimation and judgment relate to the determination of the recoverability of the carrying value of property and equipment and exploration and evaluation assets, fair value measurements for financial instruments and share-based compensation and other equity-based payments, the recognition and valuation of provisions for restoration and environmental liabilities, purchase price allocation and the recoverability and measurement of deferred tax assets and liabilities. Actual results may differ from those estimates and judgments.
Significant judgments
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 consolidated financial statements include:
| ● | Whether there are indicators of impairment or impairment reversal of the Company’s property and equipment and exploration and evaluation assets; and | |
| ● | The determination of future unfulfilled conditions or other contingencies which may result in a liability. | |
| ● | Depreciation of property and equipment are dependent upon the estimated useful lives, which are determined through the exercise of judgment. |
| d) | Cash and Cash Equivalents |
Cash and cash equivalents comprise cash on hand, deposits held on call with banks, highly liquid investments that are readily convertible into known amount of cash and which are subject to insignificant risk of changes in value. Cash and cash equivalents have a term to maturity of three months or less from the date of acquisition.
| Page 6 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 2. | Material Accounting Policy Information and Basis of Preparation (continued) |
| e) | Financial Instruments |
| (i) | Classification |
The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.
| Financial assets/liabilities | Classification | |
| Cash | FVTPL | |
| Marketable securities | FVTPL | |
| Reclamation bonds | Amortized cost | |
| Accounts payable | Amortized cost | |
| Due to related parties | Amortized cost | |
| Loans payable | Amortized cost |
| (ii) | Measurement |
Financial assets and liabilities at amortized cost
Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.
Financial assets and liabilities at FVTPL
Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of comprehensive income (loss). Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of comprehensive income (loss) in the period in which they arise.
| (iii) | Derecognition |
Financial assets
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 to another entity.
Financial liabilities
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 in profit or loss.
| Page 7 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 2. | Material Accounting Policy Information and Basis of Preparation (continued) |
| f) | Share-based Payments |
Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amount is recorded to the option reserve. The fair value of options is determined using the Black-Scholes Option Pricing Model. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. For granting of restricted share units (“RSUs”) , the Company determines whether it has a present obligation to settle in cash. If the Company has a present obligation to settle in cash, the RSUs are accounted for as liabilities, with the fair value remeasured at the end of each reporting period and at the date of settlement, with any changes in fair value recognized in profit or loss for the period. RSUs settled in common shares are measured at the fair value of awards on the grant date using the grant date closing price, are amortized over the vesting period and are included in share-based payments with a corresponding increase in equity reserves. Amounts recorded for forfeited unvested RSUs are reversed in the period the forfeiture occurs.
| g) | Property and Equipment |
Property and equipment is stated at historical cost less accumulated depreciation and accumulated impairment losses. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of a significant replaced part is derecognized. All other repairs and maintenance are charged to the consolidated statement of comprehensive income (loss) during the financial period in which they are incurred. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in profit or loss.
The
Company’s property and equipment consists of vehicles, storage equipment, and the Shootaring Mill. Depreciation of the vehicles
is calculated on a straight-line method to charge the cost, less residual value, over the estimated useful life of
| h) | Evaluation and Exploration Assets |
Costs incurred before the Company has obtained the legal rights to explore an area are expensed as incurred.
Exploration and evaluation expenditures include the direct costs related to the acquisition of exploration and evaluation assets. Option payments are considered acquisition costs provided that the Company has the intention of exercising the underlying option.
| Page 8 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 2. | Material Accounting Policy Information and Basis of Preparation (continued) |
| h) | Evaluation and Exploration Assets (continued) |
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.
Acquisition costs, which include asset retirement obligations assumed on acquisition, are capitalized. Exploration and evaluation expenditures, other than acquisition costs, incurred prior to the establishment of technical feasibility and commercial viability of extracting mineral resources and a decision to proceed with development are charged to operations as incurred.
Exploration and evaluation assets are tested for impairment if facts or circumstances indicate that impairment exists. Examples of such facts and circumstances are as follows:
| ● | 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 and evaluation of mineral resources in the specific 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; and | |
| ● | 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. |
After technical feasibility and commercial viability of extracting a mineral resource are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within property, plant and equipment.
| i) | Impairment of Non-Financial Assets |
The carrying amount of the Company’s assets (which include property and equipment and exploration and evaluation assets) is reviewed at each reporting date to determine whether there is any indication of impairment. 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 the statement of comprehensive income (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. Any reversal of impairment cannot increase the carrying value of the asset to an amount higher than the carrying amount that would have been determined had no impairment loss been recognized in previous years. Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment.
| Page 9 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 2. | Material Accounting Policy Information and Basis of Preparation (continued) |
| j) | Foreign Currency Translation |
The functional currency of each entity is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Canadian dollars which is the parent company’s functional and presentation currency. The functional currency of ARHC, ARHW, HRI, APMI, NEI, and AEUC is the US dollar. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, the Effects of Changes in Foreign Exchange Rates.
Transactions and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the period-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in the statement of comprehensive income (loss) in the period in which they arise, except where deferred in equity as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of non-monetary items are recognized in other comprehensive income in to the extent that gains and losses arising on those non-monetary items are also recognized in other comprehensive income. Where the non-monetary gain or loss is recognized in profit or loss, the exchange component is also recognized in profit or loss.
Foreign operations
The financial results and position of foreign operations whose functional currency is different from the Company’s presentation currency are translated as follows:
| - | assets and liabilities are translated at period-end exchange rates prevailing at that reporting date; and | |
| - | income and expenses are translated at average exchange rates for the period. |
Exchange differences arising on translation of foreign operations are recognized in other comprehensive income and recorded in the Company’s foreign currency translation reserve in equity. These differences are recognized in the profit or loss in the period in which the operation is disposed.
| k) | 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 exploration and evaluation assets 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. The restoration asset will be depreciated on the same basis as other mining assets.
| Page 10 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 2. | Material Accounting Policy Information and Basis of Preparation (continued) |
| k) | Restoration and Environmental Obligations (continued) |
The Company’s estimates of restoration costs could change as a result of changes in regulatory requirements. These changes are recorded directly to mining assets 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 reclamation costs, are charged to profit or loss for the period. The net present value of restoration costs arising from subsequent site damage that is incurred on an ongoing basis during production are charged to profit or loss in the period incurred.
The costs of restoration projects that were included in the provision are recorded against the provision as incurred.
| l) | Income (Loss) Per Share |
Basic income (loss) per share is computed by dividing the net loss by the weighted average number of outstanding shares issued during the reporting period. Diluted income (loss) per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted income (loss) per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period. In a loss reporting period, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be antidilutive.
| m) | Accounting standards |
Accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s financial statements, except for IFRS 18 “Presentation and Disclosure in Financial Statements”.
On April 9, 2024, the IASB issued IFRS 18, which introduced new requirements for improved comparability in the statement of profit or loss, enhanced transparency of management-defined performance measures and more useful grouping of information in the financial statements. The standard is effective for annual reporting periods beginning on or after January 1, 2027. The Company is currently evaluating the impact to the financial statements.
| 3. | Proposed Acquisition |
On
December 12, 2025, the Company entered into a stock purchase agreement with the Chief Operating Officer (“COO”) of the Company
to acquire BRS Inc. (“BRS”), a company controlled by the COO. In consideration of the acquisition of BRS, the Company is
required to complete a series of cash payments to the COO totaling US$
| Page 11 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 4. | Prepaids and Deposits & Deposits on Equipment |
December 31, 2025 | December 31, 2024 | |||||||
| Prepaid exploration and evaluation expenditures | $ | $ | ||||||
| Prepaid consulting fees | ||||||||
| Other prepaid expenses | ||||||||
| $ | $ | |||||||
During
the year ended December 31, 2025, the Company paid deposits on equipment of $
| 5. | Marketable Securities |
Marketable securities consist of shares of American Uranium Limited (“AMU”) (formerly GTI Resources Limited (“GTRIF”)), an Australian company listed on the Australian Securities Exchange and OTC Markets in the United States. During the year ended December 31, 2025, AMU completed a 1-for-40 share consolidation reducing the number of AMU shares held by the Company from pre-consolidated shares to post-consolidated shares.
December 31, 2024 fair value | Unrealized loss | Foreign exchange translation | December 31, 2025 fair value | |||||||||||||
| American Uranium Limited (previously GTI Resources Limited) | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||
| $ | $ | ( | ) | $ | ( | ) | $ | |||||||||
December 31, 2023 fair value | Unrealized loss | Foreign exchange translation | December 31, 2024 fair value | |||||||||||||
| American Uranium Limited (previously GTI Resources Limited) | $ | $ | ( | ) | $ | $ | ||||||||||
| $ | $ | ( | ) | $ | $ | |||||||||||
| Page 12 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 6. | Property and Equipment |
| Vehicles | Storage | Shootaring Mill | Total | |||||||||||||
| Cost | ||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | ||||||||||||
| Change in ARO estimates | ( | ) | ( | ) | ||||||||||||
| Foreign exchange translation | ||||||||||||||||
| Balance, December 31, 2024 | ||||||||||||||||
| Additions | ||||||||||||||||
| Change in ARO estimates | ( | ) | ( | ) | ||||||||||||
| Foreign exchange translation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ||||||||||||
| Depreciation | ||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | ||||||||||||
| Depreciation | ||||||||||||||||
| Foreign exchange translation | ||||||||||||||||
| Balance, December 31, 2024 | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Foreign exchange translation | ( | ) | ( | ) | ( | ) | ||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ||||||||||||
| Carrying amounts | ||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ||||||||||||
Reclamation Bonds
The Company is required to hold replacement bonds to meet reclamation requirements in connection with the Shootaring Mill.
On
February 20, 2025, the Company entered into an Indemnification Support Agreement with Uranium Energy Corp. (“UEC”) whereby
UEC will provide indemnification support limited to US$
| Page 13 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 6. | Property and Equipment (continued) |
During
the year ended December 31, 2025, the Company recorded a bond premium of US$
At
December 31, 2025, the Company recorded the cash collateral of US$
| 7. | Exploration and Evaluation Assets |
As at December 31, 2025, the Company held interests in uranium exploration properties in Utah, Arizona and New Mexico (“Uranium Properties”); uranium/vanadium properties in Colorado (Highbury and Slick Rock Project) and in Arizona (Artillery Project); and a gold project in Arizona also known as Newsboy Project.
A continuity of exploration and evaluation assets is as follows:
| Arizona Properties | ||||||||||||||||||||
| Uranium Properties | Colorado Properties | Newsboy Gold | Artillery Peak | Total | ||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | |||||||||||||||
| Acquisitions cost | 1,163,334 | 136,633 | — | — | 1,299,967 | |||||||||||||||
| Change in ARO estimates | — | 232,329 | — | — | 232,329 | |||||||||||||||
| Foreign exchange | 1,451,013 | 1,018,010 | 206,371 | 361,145 | 3,036,539 | |||||||||||||||
| Impairment | — | — | — | (378,605 | ) | (378,605 | ) | |||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | |||||||||||||||
| Acquisition costs | — | 1,331,904 | — | — | 1,331,904 | |||||||||||||||
| Change in ARO estimates | — | (122,502 | ) | — | — | (122,502 | ) | |||||||||||||
| Foreign exchange | (880,955 | ) | (651,813 | ) | (124,770 | ) | (210,972 | ) | (1,868,510 | ) | ||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | |||||||||||||||
The following exploration and evaluation expenditures were included in comprehensive loss for the years ended December 31, 2025 and 2024 are as follows:
| Uranium Properties | Colorado Properties | Newsboy Gold | Artillery Peak | Total | ||||||||||||||||
| Consulting | $ | $ | $ | $ | $ | |||||||||||||||
| Sundry field | ||||||||||||||||||||
| Sampling, assaying, geophysics | ||||||||||||||||||||
| License, filing and insurance | ||||||||||||||||||||
| Lease and royalty | ||||||||||||||||||||
| Property tax | ||||||||||||||||||||
| Drilling | ||||||||||||||||||||
| Salaries, wages and related expense | ||||||||||||||||||||
| Reclamation | — | 116,192 | — | — | 116,192 | |||||||||||||||
| Total for the year ended December 31, 2025 | $ | $ | $ | $ | $ | |||||||||||||||
| Page 14 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 7. | Exploration and Evaluation Assets (Continued) |
| Uranium Properties | Colorado Properties | Newsboy Gold | Artillery Peak | Total | ||||||||||||||||
| Consulting | $ | $ | $ | $ | $ | |||||||||||||||
| Sundry field | ||||||||||||||||||||
| Sampling, assaying, geophysics | ||||||||||||||||||||
| License, filing and insurance | ||||||||||||||||||||
| Lease and royalty | ||||||||||||||||||||
| Drilling | ||||||||||||||||||||
| Property tax | ||||||||||||||||||||
| Termination of acquisition agreement | ||||||||||||||||||||
| Total for the year ended December 31, 2024 | $ | $ | $ | $ | $ | |||||||||||||||
Uranium Properties
The Uranium Properties consist of the Shootaring Mill Project, Marysvale Uranium Project, Marquez-Juan Tafoya Uranium Project, and other Utah Properties.
Other Utah Properties
On
June 11, 2024, the Company entered into a Uranium Mining Lease Agreement with Wayne Minerals Inc. to obtain mining rights on 127 unpatented
mining claims in California and Utah for
On
August 1, 2025, the Company entered into a Uranium Mining Lease Agreement with ACCO Exploration LLC to obtain mining rights on 95 unpatented
mining claims in Arizona for
Colorado Properties
The Colorado Properties consist of the Highbury Project, Slick Rock Project and Golden Eagle Project.
HIGHBURY PROJECT
The Highbury Project consists of nine past-producing uranium/vanadium properties in Colorado, collectively known as the West Slope Project.
In addition to the nine Department of Energy (DOE) leases originally included in the West Slope Project, the Company acquired twelve DOE leases in January 2024 which are associated with adjacent lode mining claims and leases in Montrose and San Miguel Counties in southwestern Colorado.
| Page 15 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 7. | Exploration and Evaluation Assets (Continued) |
SLICK ROCK PROJECT
During
the year ended December 31, 2024, the Company paid US$
GOLDEN EAGLE PROJECT
On
January 2, 2024, HRI entered into a definitive agreement with Gold Eagle Mining Inc. (“GEM”) and Golden Eagle Uranium LLC
(“GEU”) (collectively, “the Sellers”) to acquire a
●
At closing, US$
● Issuance of common shares representing a value of US$ on or before February 21, 2025 (issued on May 6, 2025);
●
US$
| a) | The Extension Options shall be at the sole discretion of the Company and may only be exercised in the event that the Company’s application for a NASDAQ listing and subsequent financing are delayed; and | |
| b) | The
Company shall pay US$ |
●
US$
●
US$
●
US$
Arizona Properties
The Arizona Properties consist of the Newsboy Gold Project and Artillery Peak Project.
NEWSBOY GOLD PROJECT
The
Company has a US$
ARTILLERY PEAK PROJECT
The
Artillery Peak consists of 250 unpatented mining claims in the uranium-rich Artillery Peak project area, located in Mohave County, Arizona,
USA, consisting of the LiVada Claims and Dripping Springs Quartzite Project. During the year ended December 31, 2024, the Company recognized
an impairment on the Dripping Springs Quartzite of $
| Page 16 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 7. | Exploration and Evaluation Assets (Continued) |
Other Properties
CLAY BORROW PROJECT, UTAH
On
March 1, 2023, the Company entered into a clay mineral lease agreement with the School and Institutional Trust Lands Administration to
lease 620.88 acres of land located in Garfield County, Utah, for a term of
Commencing on the 10th anniversary of the agreement and until the lease terminates, the Company agreed to pay in advance an annual minimum royalty equal to three times the annual rent. In addition, the Company agreed to pay a production royalty equal to the greater of: (i) 10% of the gross value of the clay minerals sold under an arm’s length transaction, or (ii) US$1 per short ton of the clay minerals.
During
the year ended December 31, 2023, the Company paid US$
| 8. | Accounts Payable and Accrued Liabilities |
December 31, 2025 | December 31, 2024 | |||||||
| Trade payables | $ | $ | ||||||
| Accrued liabilities | ||||||||
| $ | $ | |||||||
| 9. | Related Party Transactions and Balances |
| a) | Related Party Balances |
As
at December 31, 2025, an amount of $
As
at December 31, 2025, an amount of $ (2024 - $
As
at December 31, 2025, an amount of $ (2024 - $
As
at December 31, 2025, an amount of $
As
at December 31, 2025, an amount of $
| Page 17 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 9. | Related Party Transactions and Balances (Continued) |
| a) | Related Party Balances (continued) |
On
August 2, 2024, the Company entered into a loan agreement with a director of the Company for $
| Loan Payable | ||||
| Balance, December 31, 2023 | $ | |||
| Addition | ||||
| Original issue discount | ( | ) | ||
| Accretion of discount on loan payable | ||||
| Repayment | ( | ) | ||
| Balance, December 31, 2024 and 2025 | $ | |||
| b) | Related Party Transactions |
The Company incurred the following transactions with companies that are controlled or managed by directors of the Company:
| For the years ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Consulting fees and management bonus | $ | $ | ||||||
| Consulting and professional fees (i) | ||||||||
| Legal fees | ||||||||
| Rent expense | ||||||||
| Share-based compensation | ||||||||
| $ | $ | |||||||
The Company has identified its directors and certain senior officers as its key management. Key management and director compensation during the years ended December 31, 2025 and 2024, are as follows:
| For the years ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Consulting fees and management bonus | $ | $ | ||||||
| Director’s fees and audit committee fees | ||||||||
| Legal fees | ||||||||
| Auto and rent expense (i) | ||||||||
| Share-based compensation | ||||||||
| $ | $ | |||||||
| (i) |
| Page 18 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 10. | Asset Retirement Obligations |
Laws and regulations concerning environmental protection affect the Company’s exploration and operations. Under current regulations, the Company is required to meet performance standards to minimize environmental impact from its activities and to perform site restoration and other closure activities. The Company’s provision for future site closure and reclamation costs is based on known requirements.
A continuity of the Company’s provision for site reclamation and closure is as follows:
| Shootaring Mill | West Slope | Papoose | Totals | |||||||||||||
| Balance December 31, 2023 | $ | $ | $ | $ | ||||||||||||
| Accretion | ||||||||||||||||
| Change in interest rate and estimates | ( | ) | ( | ) | ( | ) | ||||||||||
| Foreign exchange | ||||||||||||||||
| Balance December 31, 2024 | $ | $ | $ | $ | ||||||||||||
| Accretion | ||||||||||||||||
| Change in interest rate and estimates | ( | ) | ( | ) | ( | ) | ||||||||||
| Foreign exchange | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Balance December 31, 2025 | $ | $ | $ | $ | ||||||||||||
| a) | Shootaring Mill |
During
the year ended December 31, 2025, the Company reassessed the asset retirement costs for the Shootaring Mill and recorded a change in
estimate for $
The
Company’s estimate of the environmental rehabilitation provision arising from the Shootaring Mill (Note 6) at December 31, 2025,
was $
| Page 19 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 10. | Asset Retirement Obligations (continued) |
| b) | West Slope Project |
During
the year ended December 31, 2025, the Company reassessed the asset retirement obligation costs for the West Slope Project and recorded
a change in estimate for $
The
Company’s estimate of the environmental rehabilitation provision arising from the West Slope Project (Note 7) at December 31, 2025,
was $
| c) | Papoose Property |
During
the year ended December 31, 2025, the Company reassessed the asset retirement obligation costs for the Papoose Property and recorded
a change in estimate for $
The
Company’s estimate of the environmental rehabilitation provision arising from the Papoose property (Note 7) at December 31, 2025,
was $
| 11. | Loan Payable |
| a) | Credit Facility |
On
September 26, 2023, the Company entered into a loan agreement (the “Loan Agreement”) for a non-revolving term credit facility
(the “Credit Facility”) with Extract Advisors LLC as agent (the “Agent”) for Extract Capital Master Fund Ltd.
(the “Lender”). The Credit Facility of $
In
connection with the Loan Agreement, the Company issued warrants to the Lender, with each warrant entitling the holder to acquire
one common share of the Company at an exercise price of $
The Credit Facility contains a mandatory prepayment clause where the Company must pay certain amount of proceeds from sale of secured assets, debt financings, or royalty sale transactions, to the Agent.
| Page 20 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 11. | Loan Payable (continued) |
| a) | Credit Facility (continued) |
The Credit Facility is secured by a corporate guarantee and share pledge from each of the subsidiaries of the Company and contains certain other customary provisions, including certain covenants and default conditions in favour of the Lender.
On
March 27, 2024, the Company elected to capitalize the first interest payment of $
On
April 15, 2024, the Company entered into a waiver and second amending agreement to the Loan Agreement with Extract Advisors LLC and Extract
Capital Master Fund Ltd., whereby: (a) the lender agreed to waive application of a covenant in order to permit the acquisition of the
DOE Leases by the Company on January 2, 2024; (b) the Credit Facility was amended by reducing the minimum working capital requirement
to $
On
March 17, 2025, the Company entered into an amending agreement (the “Amending Agreement”) with Extract Advisors LLC
(“Extract”) for an additional tranche of US$
The
Credit Facility is a compound financial instrument which consists of two components: the loan (a financial liability) and the
warrants (an equity instrument). The Company assessed each of the components separately and allocated the net proceeds from the
additional US$
Credit Facility (USD) | Financing costs (USD) | Credit Facility (net of financing costs) (USD) | ||||||||||
| Financial liability | $ | $ | $ | |||||||||
| Warrants | ||||||||||||
| Total | $ | $ | $ | |||||||||
The
initial carrying amount of the financial liability was determined by discounting the estimated future interest and principal payments
at a discount rate of
| Page 21 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 11. | Loan Payable (continued) |
| a) | Credit Facility (continued) |
The
carrying amounts of the equity component (the warrants) was established using the residual fair value approach, which takes the difference
between the principal amount received from the Credit Facility (US$
The
carrying value of the loans will be accreted using the effective interest rate method over the term of the Credit Facility. The effective
interest rate for the 2023 tranche and 2025 tranche is estimated at
| Loan Payable | ||||
| Balance, December 31, 2023 | $ | |||
| Accretion of discount on loan payable | ||||
| Interest expense | ||||
| Debt modification cost | ( | ) | ||
| Foreign exchange impact | ||||
| Balance, December 31, 2024 | $ | |||
| Proceeds, net of arrangement fee | ||||
| Debt issuance costs allocated to liability component | ( | ) | ||
| Residual value allocated to equity component | ( | ) | ||
| Interest expense | ||||
| Foreign exchange impact | ( | ) | ||
| Balance, December 31, 2025 | $ | |||
During
the year ended December 31, 2025, the Company recognized interest expense of $
| b) | Promissory Note |
On
October 1, 2024, the Company entered into a promissory note with IsoEnergy Ltd. for $
| Page 22 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 12. | Share Capital |
Authorized share capital
Unlimited number of common shares without par value.
Issued Share Capital
As at December 31, 2025, the Company had (2024 - ) issued and fully paid common shares.
Private Placements
During the year ended December 31, 2025
On January 15, 2025, the Company issued common shares at $ per share for gross proceeds of $.
During the year ended December 31, 2024
The Company did not complete any private placements during the year ended December 31, 2024.
Shares for Exploration and Evaluation Assets
During the year ended December 31, 2025
On May 6, 2025, the Company issued common shares with a fair value of $ pursuant to the agreement the Company entered into with Gold Eagle Mining Inc. (Note 7).
During the year ended December 31, 2024
On January 5, 2024, the Company issued common shares with a fair value of $ pursuant to the acquisition of 175 federal unpatented uranium mining claims, located in San Juan and Grand Counties in Utah (Note 7).
Shares issued for the Exercise of Warrants
During the year ended December 31, 2025
During
the year ended December 31, 2025, the Company issued a total of common shares upon the exercise of
During the year ended December 31, 2024
During
the year ended December 31, 2024, the Company issued a total of common shares upon the exercise of
| Page 23 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 12. | Share Capital (continued) |
Warrants
Warrant activity is summarized as follows:
Number of warrants | Weighted average exercise price | |||||||
| Balance at December 31, 2023 | $ | |||||||
| Warrants granted | ||||||||
| Warrants exercised | ( | ) | ||||||
| Warrants expired | ( | ) | ||||||
| Balance at December 31, 2024 | $ | |||||||
| Warrants granted | ||||||||
| Warrants exercised | ( | ) | ||||||
| Warrants expired | ( | ) | ||||||
| Balance at December 31, 2025 | $ | |||||||
During the year ended December 31, 2025, the weighted average share price on the date of warrants exercised was $ (2024 - $).
Outstanding warrants are summarized as follows:
| Number of warrants outstanding | Exercise price | Expiry | ||||||
| $ | ||||||||
| $ | ||||||||
| $ | ||||||||
At December 31, 2025, the weighted average life of warrants was (2024 - ) years.
Omnibus Incentive Plan
On
June 13, 2025, the Company approved an omnibus incentive plan which allows the Board of Directors of the Company from time to time, in
its discretion, and in accordance with the TSX.V requirements, to grant non-transferable stock options, restricted share units and deferred
share units (“Awards”) to directors, officers, employees and consultants of the Company (“Participants”). The
number of common shares reserved for issuance for stock options and restricted share units will not exceed
| Page 24 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 12. | Share Capital (continued) |
Omnibus Incentive Plan (continued)
In connection with the foregoing, the number of common shares reserved for issuance to any one Participant in a 12-month period will not exceed five percent (5%) of the issued and outstanding common shares and the number of common shares reserved for issuance to all investor relation activities and consultants will not exceed two percent (2%) of the issued and outstanding common shares.
Options may be exercised no later than 90 days following cessation of the optionee’s position with the Company. Unvested RSUs shall be forfeited and cancelled following cessation of the optionee’s position with the Company. Each award other than stock options may not be vested before the date that is one year following the grant date of the award. Any stock options granted for investor relations services must vest in stages over a period of not less than 12 months.
Options
| Number of options | Weighted average exercise price | |||||||
| Balance at December 31, 2023 | $ | |||||||
| Options expired | ( | ) | ||||||
| Balance at December 31, 2024 | $ | |||||||
| Options expired | ( | ) | ||||||
| Options cancelled | ( | ) | ||||||
| Options granted | ||||||||
| Balance at December 31, 2025 | $ | |||||||
The weighted average remaining life of the outstanding options at December 31, 2025 was (2024 - ) years.
| Number of options outstanding and exercisable | Exercise price | Expiry | ||||||
| $ | ||||||||
| $ | ||||||||
| $ | ||||||||
| $ | ||||||||
During the year ended December 31, 2025
On
December 31, 2025, the Company granted incentive stock options to certain directors, officers, and consultants of the Company
exercisable at $ per share until December 31, 2030. The options vested immediately. The fair value ascribed to the options was determined
to be $
| Page 25 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 12. | Share Capital (continued) |
Options (continued)
During the year ended December 31, 2024
None granted during the year ended December 31, 2024.
Restricted Share Units
On December 31, 2025, the Company entered into Restricted Share Unit Agreements with directors, officers, employees and consultants of the Company to issue a total of restricted share units (“RSUs”) which will vest after 12 months on December 31, 2026.
The fair value of the RSUs is measured based on the closing price of the Company’s common shares on the grant date and is recognized as share-based compensation over the vesting period.
| Number of RSU’s | ||||
| Balance at December 31, 2023 and 2024 | ||||
| RSUs granted | ||||
| Balance at December 31, 2025 | ||||
During the year ended December 31, 2025, the Company recognized share-based compensation expense of $ (2024 - $) related to the RSU’s, of which $ (2024 - $) pertained to directors and officers of the Company.
Reserves
Equity reserve
The equity reserve includes fair value of RSUs issued until such time that the restricted share units vest, at which time the corresponding amount will be transferred to share capital. Amounts recorded for forfeited unvested RSUs are reversed in the period the forfeiture occurs.
Stock option reserve
The stock option reserve includes items recognized as share-based payments expense until such time that the stock options are exercised, at which time the corresponding amount will be transferred to share capital. If the options expire unexercised, forfeited or are cancelled, the amount recorded is transferred to deficit. During the year ended December 31, 2025, $ (2024 - $) was transferred to deficit for options expired unexercised or forfeited.
Warrant reserve
The warrants reserve includes the fair value of the warrants issued for services or issued as part of private placement units until such time that the warrants are exercised, at which time the corresponding amount will be transferred to share capital. If the warrants expire unexercised or are cancelled, the amount recorded remains in the warrants reserve.
| Page 26 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 12. | Share Capital (continued) |
Reserves (continued)
Foreign exchange reserve
The foreign exchange reserve recognizes the foreign exchange differences resulting from translation of group entities to the presentation currency that have a different functional currency than the presentation currency.
| 13. | Income Tax |
A reconciliation of the expected income tax recovery to the actual income tax recovery is as follows:
| December 31, 2025 | December 31, 2024 | |||||||
| Income (Loss) before income taxes | $ | ( | ) | $ | ( | ) | ||
| Statutory tax rate | % | % | ||||||
| Expected tax expense (recovery) | ( | ) | ( | ) | ||||
| Non-deductible expenses and other | ||||||||
| Impact of foreign exchange | ( | ) | ||||||
| Impact of foreign tax rate | ||||||||
| Loss carryforwards removed on dissolution of subsidiary | ||||||||
| Change in valuation allowance | ||||||||
| $ | $ | |||||||
Significant components of the Company’s deferred tax assets as of December 31, 2025 and 2024 are as follows:
December 31, 2025 | December 31, 2024 | |||||||
| Deferred income tax assets: | ||||||||
| Loss carryforwards removed on dissolution of subsidiary | ( | ) | ||||||
| Non-capital losses | $ | $ | ||||||
| Exploration and evaluation assets | ||||||||
| Property and equipment | ( | ) | ( | ) | ||||
| Share issuance costs | ||||||||
| $ | $ | |||||||
| Page 27 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 13. | Income Tax (continued) |
The tax pools relating to these deductible temporary difference expire as follows:
Canadian non-capital losses | Canadian resource pools | United States tax losses | United States resource pools | Property and equipment | Share issue costs | |||||||||||||||||||
| 2032 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| 2033 | ||||||||||||||||||||||||
| 2034 | ||||||||||||||||||||||||
| 2035 | ||||||||||||||||||||||||
| 2036 | ||||||||||||||||||||||||
| 2037 | ||||||||||||||||||||||||
| 2038 | ||||||||||||||||||||||||
| 2039 | ||||||||||||||||||||||||
| 2040 | ||||||||||||||||||||||||
| 2041 | ||||||||||||||||||||||||
| 2042 | ||||||||||||||||||||||||
| 2043 | ||||||||||||||||||||||||
| 2044 | ||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||
| No expiry | $ | |||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| 14. | Segmented Information |
The Company’s property and equipment, exploration and evaluation assets and its related reclamation bonds and insurance, by geographical areas as at December 31, 2025 and 2024, were all located in USA. The Company operates in one operating segment being the exploration and evaluation of mineral properties.
| 15. | Capital Management |
The Company’s objectives when managing capital are to safeguard its ability to pursue the evaluation and exploration of its mineral exploration properties and to maintain a flexible capital structure, which optimizes the costs of capital at an acceptable risk. In the management of capital, the Company includes the components of share capital as well as cash. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may issue new shares, acquire or dispose of assets, or adjust the amount of cash and cash equivalents and short-term investments. In order to maximize ongoing development efforts, the Company does not pay out dividends. The Company is not subject to any externally imposed capital requirements. There were no changes during the year to management’s approach to capital management. The Company’s investment policy is to invest its excess cash in highly liquid investments that are readily convertible into cash with maturities of nine months or less from the original date of acquisition or when it is needed, selected with regards to the expected timing of expenditures from continuing operations.
| Page 28 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 16. | Financial Instruments |
| a) | Fair value |
The carrying values of cash, accounts payable and due to related parties approximate their fair values due to the relatively short period to maturity of those financial instruments. The carrying value of the long-term debt approximates its fair value due to the floating rate interest charged under the credit facility. Financial instruments recorded at fair value on the statements of financial position are classified using a fair value hierarchy.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are as follows:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
Level 3: Inputs that are not based on observable market data.
As at December 31, 2025, the financial instruments recorded at fair value on the statement of financial position are cash and marketable securities which are measured using Level 1, and the financial instruments recorded at amortized cost are reclamation bonds, accounts payable, due to related parties and loans payable.
The following are the contractual maturities of financial liabilities as at December 31, 2025:
| < 1 Year | 1-2 Years | 3-5 Years | ||||||||||
| Accounts payable | ||||||||||||
| Due to related parties | ||||||||||||
| Loan payable | ||||||||||||
| b) | Classification of financial instruments |
Financial assets included in the statement of financial position are as follows:
December 31, 2025 | December 31, 2024 | |||||||
| Fair value through profit and loss: | ||||||||
| Cash | $ | $ | ||||||
| Marketable securities | ||||||||
| Amortized cost: | ||||||||
| Reclamation bonds | ||||||||
Financial liabilities included in the statement of financial position are as follows:
December 31, 2025 | December 31, 2024 | |||||||
| Non-derivative financial liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Due to related parties | ||||||||
| Loan payable | ||||||||
| Page 29 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 17. | Financial Risk Management |
Financial Risk Management
Credit Risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash held in bank accounts. The majority of cash is deposited in bank accounts held with major banks in Canada. As the majority of the Company’s cash is held by one bank there is a concentration of credit risk. This risk is managed by using a major bank that is high credit quality financial institutions as determined by rating agencies. The Company has secondary exposure to credit risk on its receivables. The receivables consist of refundable goods and services tax from the government. Credit risk is assessed as low.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company ensures that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash. Historically, the Company’s sole source of funding has been the issuance of equity securities for cash, primarily through private placements. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity funding. Liquidity risk is assessed as low.
The Company’s current liabilities are due on demand or have a term of less than a year. The Company’s long-term liabilities consist of a credit facility which is due on September 26, 2028.
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. As at December 31, 2025, the Company loan payable of US$
Foreign Currency Risk
Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The foreign currency risk for the Company is low as the foreign currencies held are in the functional currency of the entities.
| Page 30 |
Anfield Energy Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 17. | Financial Risk Management (continued) |
Financial Risk Management (continued)
Foreign Currency Risk (continued)
The following tables detail the Company’s exposure to foreign currency risk as at December 31, 2025 and 2024, including a sensitivity analysis to changes in foreign exchange rates:
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||
| USD | Change in currency | Effect on income (loss) | USD | Change in currency | Effect on income (loss) | |||||||||||||||||||
| Net monetary assets | $ | % | $ | $ | % | $ | ||||||||||||||||||
| Net monetary liabilities | ($ | ) | % | ($ | ) | ($ | ) | % | ($ | ) | ||||||||||||||
Commodity Risk
Commodity risk is the risk that the value of future cash flows and profits will fluctuate based on the prices of commodities. The Company is exposed to changes in the price of commodities. Changes in the price of commodities will impact the Company’s ability to obtain financing to explore its exploration and evaluation assets.
As at December 31, 2025, the Company has no contracts or agreements in place to mitigate these price risks.
| 18. | Contingent Liability |
On November 13, 2025, the Company, its subsidiary Highbury Resources
Inc. and a co-defendant were served with a Demand for Arbitration through the American Arbitration Association by a plaintiff alleging
breach of contract relating to an asset purchase agreement dated December 28, 2018 and mineral supply agreement dated February 28, 2019.
| 19. | Subsequent Events |
| a) | On
December 12, 2025, the Company entered into a stock purchase agreement with the COO of the Company to acquire BRS. In consideration
of the acquisition of BRS, the Company is required to complete a series of cash payments to the COO totaling US$ | |
| b) | On
January 12, 2026, the Company closed a non-brokered private placement of
common shares in the capital of the Company at a price of
US$
per share for gross proceeds of US$.
The Company also closed a concurrent non-brokered private placement of | |
| c) | On January 29, 2026, the loan agreement as described in Note 11(a) was amended to provide consent for the acquisition of BRS. In consideration of the consent, the Company will issue common shares of the Company and non-transferable common share purchase warrants with each warrant entitling the holder to acquire one additional common share in the capital of the Company at a price of $ per warrant until September 26, 2028. | |
| d) | On March 3, 2026, the Company paid US$ to GEM and GEU for the One-Year Anniversary Payment for the Golden Eagle Project as described in Note 7. |
| Page 31 |