Exhibit 15.5

Tactical Resources Corp.

Condensed INTERIM balance sheets

(Unaudited – Expressed in United States dollars)

See accompanying notes to the condensed interim financial statements.

Tactical Resources Corp.

Condensed INTERIM statements of operations

(Unaudited – Expressed in United States dollars)

See accompanying notes to the condensed interim financial statements.

Tactical Resources Corp.

Condensed INTERIM statements of comprehensive loss

(Unaudited – Expressed in United States dollars)

See accompanying notes to the condensed interim financial statements.

Tactical Resources Corp.

Condensed INTERIM statements of equity

(Unaudited – Expressed in United States dollars)

See accompanying notes to the condensed interim financial statements.

Tactical Resources Corp.

Condensed INTERIM statements of cash flow

(Unaudited – Expressed in United States dollars)

See accompanying notes to the condensed interim financial statements.

Tactical Resources Corp.

Notes to condensed interim financial statements

(Unaudited – Expressed in United States dollars)

FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2026 AND 2025

Tactical Resources Corp. (the “Company”) was incorporated under the Business Corporations Act of British Columbia on June 25, 2018 as DJ1 Capital Corp. On March 25, 2021, the Company changed its name to Tactical Resources Corp. The principal business of the Company is exploration and development of Rare Earth Elements (“REE”). The Company’s registered and records office address is located at 1055 West Georgia Street, 1500 Royal Centre, PO Box 11117, Vancouver, BC V6E 4N7.

The Company’s shares are listed on TSX Venture Exchange under the symbol “RARE.V”.

Statement of compliance

These unaudited condensed interim financial statements have been prepared on a going concern basis in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions in Article 10 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”), effective for the nine months ended April 30, 2026.

Certain information or footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended July 31, 2025 which are contained in the Company’s Registration Statement. The interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year.

These unaudited condensed interim financial statements have been prepared on a historical cost basis. In addition, these condensed interim financial statements have been prepared using the accrual basis of accounting, except for the cash flow information.

Basis of presentation and use of estimates

The unaudited interim condensed financial statements as of and for the period ending April 30, 2026, have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC applicable to interim financial reporting.

In management’s opinion, the accompanying unaudited condensed financial statements reflect all material adjustments necessary for a fair presentation of our financial position, results of operations, and cash flows as of the dates and for the periods presented. These adjustments consist solely of normal and recurring items. The preparation of financial statements requires estimates and assumptions that impact the reported amounts of assets, liabilities, revenues, and expenses.

Going concern

These unaudited condensed interim financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. As at April 30, 2026, the Company has a working capital deficit, has incurred negative cash flows and losses since inception, and has not generated revenues to date. The Company’s ability to continue its operations, realize its assets at their carrying values and discharge its liabilities is dependent upon its ability to raise adequate financing from external sources.

The Company will require additional capital to fund its operations, to evaluate strategic opportunities, and for working capital purposes. However, there is no assurance that the Company will be able to secure such financing on favourable terms. These matters raise substantial doubt regarding the Company’s ability to continue as a going concern. These unaudited condensed interim financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern. Such adjustments could be material.

Share consolidation

On December 5, 2025, the Company completed a consolidation of its issued and outstanding common shares on the basis of one post-consolidation common share for five pre-consolidation common shares (the “Share Consolidation”). The exercise price and number of common shares issuable pursuant to the exercise of any outstanding convertible securities, including incentive stock options and warrants, were also adjusted in accordance with the Share Consolidation. The numbers of outstanding securities and other relevant information including but not limited to price per share, and exercise prices of convertible securities presented in these financial statements have been retroactively adjusted accordingly, unless otherwise specified.

Proposed transaction

On August 22, 2024, the Company entered into a definitive business combination agreement (the “Business Combination Agreement”) with Plum Acquisition Corp. III (NASDAQ: PLMJF) (“Plum”), a NASDAQ-listed special purpose acquisition company.

Pursuant to the terms of the Business Combination Agreement:

In the Proposed Business Combination, shares of the Company (the “Company Shares”) will be exchanged for newly issued shares of Pubco (“Pubco Shares”) pursuant to an exchange ratio to be determined at the Closing.

The exchange ratio is to be based on a pre-transaction contractually deemed equity value of the Company of $500 million. Specifically, the exchange ratio will be calculated by dividing:

On December 10, 2024, the Company amended its Business Combination Agreement (the “BCA”), which was further amended on January 28, 2025, with Plum Acquisition Corp. III, extending the transaction deadline to July 30, 2025, and removing the $5,000,001 net tangible asset requirement, subject to shareholder approval. Plum’s securities moved to OTC Markets after delisting from Nasdaq on January 27, 2025. Regulatory filings with the SEC and CSA are in progress.

On July 30, 2025, the Company executed Amendment No. 3 to the BCA, which introduced the following terms:

As of April 30, 2026, the Company has incurred $4,844,592 (July 31, 2025 – $3,829,028) in accumulated costs including $1,015,564 during the nine months ended April 30, 2026, that were expensed which related to the proposed transaction, and accumulated costs of $4,508,101 remained unpaid and is included in accounts payable and accrued liabilities (July 31, 2025 – $3,699,481).

In addition, on January 1, 2025, the Company entered into agreements with its directors, officers, and consultants to grant 920,148 common shares of the Company as bonus shares (the “Bonus Shares”) with a fair value of $0.90 (CA$1.275) per share, totaling $828,132 (CA$1,173,187) which was included in stock-based compensation expense during the year ended July 31, 2025. Of these, 414,383 common shares are to be issued to the Company’s directors and officers. On January 1, 2025 the Company also agreed to pay certain consultants $232,161 (CA$333,887) in cash (the “Cash Bonus”) for filing the initial filing statement of the proposed transaction on October 29, 2024. The Bonus Shares and Cash Bonus are to be issued and paid upon the closing of the proposed transaction.

On April 23, 2025, the Company entered into a consulting agreement with a consultant to provide capital market advisory services for a 12-month period. Pursuant to the agreement, the consultant is entitled to receive 10,000 PubCo Shares upon the Closing.

On May 26, 2025, the Company amended the advisory agreement originally entered into on February 13, 2024 (the “Amended Advisory Agreement”) with its financial advisor (the “Advisor”). Under the terms of the Amended Advisory Agreement, the Advisor is entitled to an advisory fee of $1 million (the “Advisory Fee”), which is earned and payable upon the closing of the proposed transaction and subject to the size of the concurrent financing (the “Proposed Financings”) associated with the transaction.

The Advisory Fee payment structure is as follows:

Additionally, in the event that the Company and/or Plum completes an equity or equity-linked offering, including a private investment in public equity (PIPE), or any financing related to the proposed transaction that may dilute the Company’s capitalization, the Advisor will be entitled to a fee equal to 5% of the gross proceeds raised in the PIPE (the “PIPE Fee”), payable as follows:

Furthermore, if the Company and/or Plum completes a debt offering in connection with the proposed transaction (the “Debt Offering”), the Advisor will be entitled to a fee equal to 2.5% of the gross proceeds raised in the Debt Offering (the “Debt Fee”), payable as follows:

In addition, accounts receivable as of April 30 2026, include $38,872 (CA$53,025) (July 31, 2025 – $26,936 (CA$37,275)) receivable from PLUM Acquisition Corp III for transaction costs paid by the Company on its behalf.

On November 7, 2025, the Company, Tactical, and YA II PN, Ltd (“Yorkville”) entered into a financing agreement (the “SEPA”) and a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the SEPA, Yorkville will open a standby equity line for the Company in an aggregate principal amount of up to $100,000,000. Yorkville is to advance $7,500,000 to the Company in the form of a first pre-paid advance evidenced by a convertible promissory note on the closing of the Business Combination, and another $2,500,000 to the Company in the form of a second pre-paid advance with an equivalent note that is not convertible on the date the initial registration statement on form F-1, filed pursuant to the Registration Rights Agreement in connection with the SEPA, becomes effective.

Pursuant to the SEPA, Yorkville has a right of first refusal for 24-months from the date of entering into the SEPA for any at-the-market offering program pursuant to Rule 415(a)(4) under the Securities Act of 1933, as amended.

Pursuant to the Registration Right Agreement, the Company will file within 30 calendar days of closing of the Business Combination a registration statement on Form F-1 registering the SEPA. The Company shall use its best efforts to have the registration statement on form F-1 declared effective as soon as practicable, but in no event later than 60 calendar days after the filing of the registration statement.

Since signing the SEPA, no funds have been received as of June 26, 2026.

On December 16, 2025, the Company announced that its shareholders approved the Business Combination Agreement.

On April 7, 2026, the Company entered into an Asset Purchase Agreement with Sierra Blanca Quarry, LLC (“SBQ LLC”) and the PubCo. Under the agreement, the Company agreed to acquire certain processed crushed aggregate stockpiles located at the Sierra Blanca, Texas site. The consideration for the transaction consists of 3,000,000 common shares of PubCo to be issued to SBQ LLC at closing. No cash consideration is payable. As of June 26, 2026 closing has not occurred and no crushed aggregate stockpiles have been purchased.

Significant accounting policies

Foreign currency

The Company’s functional currency is the Canadian dollar ("CA$"). Transaction gains and losses related to foreign currency denominated monetary assets and liabilities other than the CA$ are remeasured at the current exchange rates and the resulting adjustments are recorded as foreign exchange gain (loss) in the statements of operations.

These financial statements are presented in US dollars; as a result, all assets and liabilities are translated into the US dollar using exchange rates in effect at the balance sheet date, while revenues and expenses are translated at the average exchange rates for the period, and the resulting adjustments charged or credited directly to accumulated other comprehensive income (loss) in total equity.

The gains or losses on foreign currency rates on cash holdings in foreign currencies are included in the effect of exchange rate changes on cash in the Company’s statements of cash flows.

Cash and cash equivalents

Cash and cash equivalents include cash on hand and held at banks and short-term investments with an original maturity of three months or less, which are readily convertible into a known amount of cash. As of April 30, 2026 and July 31, 2025, the Company did not have any cash equivalents.

Financial instruments

ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:

The financial instruments consist principally of cash, accounts payable and accrued liabilities. The fair value of cash when applicable is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all other financial instruments which are categorized as loans and receivables approximate their current fair values because of their nature and respective relatively short maturity dates or current market rates of interest for similar instruments.

The Company does not have any assets or liabilities measured at fair value on a recurring basis presented on the Company’s balance sheet as of April 30, 2026 and July 31, 2025, other than cash.

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions.

Mineral Properties

Mineral rights acquisition costs are capitalized when incurred, and exploration costs are expensed as incurred. When management determines that a mineral right can be economically developed in accordance with US GAAP, the costs then incurred to develop such property will be capitalized. During the periods that the Company’s facilities are not in production, depletion of its mineral interests, permits, licenses and development properties is suspended as the assets are not in service. If mineral properties are subsequently abandoned or impaired, any non-depleted costs will be charged to loss in that period.

Impairment of non-financial assets

The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company considers events or changes in circumstances such as, but not limited to, significant negative impacts in the market price of graphite and or potential graphite products, a significant adverse change in the extent or manner to which we will use our long-lived asset (or asset group), adverse social or political developments, accumulation of costs over projected budget or accumulation of costs in excess of potential future cash flows of a long-lived asset (or asset group).

Impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets. An impairment loss is measured and recorded based on discounted estimated future cash flows or upon an estimate of fair value that may be received in an exchange transaction. Future cash flows are estimated based on quantities of recoverable minerals, expected commodity prices, production levels and operating costs of production and capital, based upon the projected remaining future mineral production from each project. Existing proven and probable reserves and value beyond proven and probable reserves, including mineralization that is not part of the measured, indicated or inferred resource base, are included when determining the fair value of mine site reporting units at acquisition and, subsequently, in determining whether the assets are impaired. The term “recoverable minerals” refers to the estimated amount of mineral that will be obtained after taking into account losses during processing and treatment. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company’s estimates of future cash flows are based on numerous assumptions and it is likely that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, mineral prices, production levels and operating costs of production and availability and cost of capital are each subject to significant risks and uncertainties.

Loss per share

Basic loss per share is computed by dividing the net loss applicable to the common shares by the weighted average number of common shares outstanding for the period.

Diluted loss per share is computed by dividing the net loss applicable to the common shares by the sum of the weighted average number of common shares issued and outstanding and all additional common shares that would have been outstanding, if potentially dilutive instruments were converted. When losses are incurred, basic and diluted loss per share are the same as the exercise of stock options and share purchase warrants is considered to be anti-dilutive. As of April 30, 2026 and July 31, 2025, the Company had 768,425 and 1,758,300, respectively, in potentially dilutive securities.

Equity

Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company’s common shares, special warrants, options and restricted share units (“RSUs”) are classified as equity instruments.

Costs directly attributable to the issue of new shares are recognized in equity as a deduction from the proceeds. Costs attributable to the listing of existing shares are expensed as incurred.

Upon the issuance of a unit of shares and warrants, the Company uses the relative fair value method in attributing value to each of the shares and warrants issued in a unit.

Stock-based compensation

The Company determines the fair value on the grant date for stock-based compensation awards and expenses the awards in the statements of operations over the vesting period on a straight-line basis. Based on the terms of the award, and the Company’s intent and past practice for settlement in cash or shares, the awards are classified as liabilities or equity. The Company recognizes forfeitures as they occur.

For equity-settled stock options, the fair value at the grant date is estimated using the Black-Scholes option pricing model. For RSUs and RSU Replacement Units, the fair value at the grant date is estimated based on the quoted market price of the Company’s common stock.

The Company's estimates may be impacted by certain variables including, but not limited to, stock price volatility, the Company's performance and related tax impacts.

Income taxes

The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by tax authorities, generally for three years after they are filed.

Equipment

Expenditures for new facilities or equipment and expenditures that extend the useful lives of existing facilities or equipment are capitalized and recorded at cost. Facilities and equipment acquired as a part of a finance lease, build-to-suit or other financing arrangement are capitalized and recorded based on the contractual lease terms. The carrying amounts of plant and equipment are depreciated to their estimated residual value over the estimated useful lives of the specific assets. Depreciation starts on the date when the asset is available for its intended use. The major categories of plant and equipment are depreciated on a straight-line basis using the estimated lives indicated below:

Computer equipment – 30%

Recent Accounting Guidance Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, as clarified by ASU 2025-01. The guidance requires public business entities to disclose additional disaggregated information about certain income statement expense captions in the notes to the financial statements. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its financial statement disclosures.

On July 14, 2021, the Company entered into an assignment and assumption agreement (the “SBQ 2021 Agreement”) with Peak 6891 LLC (“Peak”). Peak is party to an agreement dated June 1, 2021 with Sierra Blanca Quarry, LLC (“SBQ LLC”), Dennis Walker and Becky Dean Walker (the “SBQ Offtake Agreement”), pursuant to which Peak was granted the rights to acquire certain processed crushed aggregate stockpiles extracted by SBQ LLC from the Sierra Blanca Quarry, located in Hudspeth County in the State of Texas. Pursuant to the Assignment Agreement, on August 11, 2021, (the “SBQ Closing Date”), Peak assigned all of its rights and obligations under the Offtake Agreement to the Company.

During the nine months ended April 30, 2026, the Company incurred property investigation costs related to the Sierra Blanca Quarry Project of $98,804 (April 30, 2025 – $83,936). These costs were incurred to evaluate the Sierra Blanca Quarry Project.

On March 9, 2026, the Company entered into a Purchase and Sale Agreement (the “SBQ 2026 Agreement”) with SBQ LLC for the purchase of tailings that are comprised of processed crushed aggregate stockpiles containing rare earth elements. The SBQ 2026 Agreement supersedes the SBQ 2021 Agreement and grants the Company the right to acquire approximately 4 million tons of existing tailings as of the March 9, 2026, along with all additional tailings produced during the term.

On April 7, 2026, the Company entered into an Asset Purchase Agreement with Sierra Blanca Quarry, LLC (“SBQ LLC”) and the PubCo. Under the agreement, the Company agreed to acquire certain processed crushed aggregate stockpiles located at the Sierra Blanca, Texas site. The consideration for the transaction consists of 3,000,000 common shares of PubCo to be issued to SBQ LLC at Closing. No cash consideration is payable.

The initial 2026 stockpiles amount to be purchased is for $44,000, which will be deposited into escrow, while additional tailings will be purchased annually at a fixed per-ton price. Title transfers only upon delivery to the Company’s designated delivery point, and SBQ LLC remains responsible for storage and safeguarding until delivery. Transportation costs are subject to a capped fee, and the Company may engage third-party transporters if SBQ LLC’s proposed fee exceeds the cap.

The Company is restricted from selling the stockpiles as aggregate prior to any potential acquisition of SBQ LLC but may use the stockpiles as collateral for financing. The SBQ 2026 Agreement also provides the Company with an exclusive option to purchase 100% of SBQ LLC’s membership interests during a defined option period, subject to non-refundable option payments. If exercised, the purchase price is $29 million, payable in a combination of cash and equity, net of prior payments.

The arrangement does not transfer ownership of the mine or underlying mineral rights and does not constitute a lease. Payments for delivered stockpiles are recorded as inventory costs when title transfers, while option payments are expensed as incurred because they are non-refundable and do not convey a present ownership interest.

As a result of the SBQ 2026 Agreement superseding the SBQ 2021 Agreement, the Company wrote off the previously capitalized deferred acquisition costs related to the SBQ 2021 Agreement in the amount of $154,242 (CA$210,000) as of April 30, 2026.

Following is the breakdown of the property investigation costs incurred during the nine months ended April 30, 2026, and 2025:

The balance of accounts payable and accrued liabilities as of April 30, 2026 was $6,191,789 (CA$8,446,219) (July 31, 2025 – $4,707,940 (CA$6,515,083)) includes $324,393 (CA$442,504) (July 31, 2025 – $nil (CA$nil)) representing amounts due to service providers (the “Extended Payables”). The service providers initially agreed to extend the due date for the Extended Payables to September 30, 2025. On September 30, 2025, the due date was further extended to September 30, 2026.

As a result of these extensions, the Company calculated the fair value of the accounts payable at the date of extension using a risk-adjusted discount rate of 16.5%. The extension of the accounts payable has been considered as an extinguishment of debt pursuant to ASC 310-20-35-9. Consequently, a gain on extinguishment of $47,982 has been recognized in the statements of operations for the nine months ended April 30, 2026, and a decrease in the carrying value of the accounts payable. The discount is being amortized over the extended period of the accounts payable.

The changes of the Extended Payables for the nine months ended April 30, 2026 and 2025 are summarized below:

During the nine months ended April 30, 2026, accretion expense of $35,697 was recorded as finance costs with a corresponding increase in the carrying value of the accounts payable (April 30, 2025 – $34,027).

As described in Note 2, on January 1, 2025, the Company entered into agreements with certain consultants to provide a cash bonus of $232,161 (CA$333,887) upon the successful submission of the initial filing statement in connection with the proposed transaction dated October 29, 2024. Payment of this bonus remains contingent upon completion of the proposed transaction. This amount was recorded as consulting fees in the statements of operations for the year ended July 31, 2025. As of April 30, 2026, accounts payable and accrued liabilities included $244,767 (CA$333,887) related to this cash bonus (July 31, 2025 – $241,274 (CA$333,887)).

On November 6, 2025, the Company received cash advances totaling $70,887 (CA$100,000) from several prospective investors. The advances are non-interest bearing, repayable on demand, and are not subject to any binding financing or subscription agreements.

As of April 30, 2026, the carrying amount of the loans payable was $73,308 (CA$100,000) (July 31, 2025 – $nil (CA$nil)).

The 2024 Convertible Notes may be converted into units of the Company (“Units”) at any time from the date of issuance until the Maturity Date, with a conversion price of CA$0.10 per Unit. Each Unit consists of one common share of the Company and one share purchase warrant. Warrants are exercisable into additional common shares of the Company at an exercise price of CA$0.15 for a period of 3 years.

Effective August 1, 2024, the Company adopted ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, using the modified retrospective approach. As a result of adopting this standard, as of July 31, 2024, the Company reversed the equity component previously recognized for the 2024 Convertible Notes, as well as the related deferred income tax effects, and recorded a cumulative adjustment to opening accumulated deficit of $5,073.

In connection with the issuance of the 2024 Convertible Notes, the Company incurred issuance costs of $10,276 (CA$13,996). These costs are recorded as a reduction of the carrying value 2024 Convertible Notes.

The 2025 Convertible Notes may be converted into units of the Company (the “2025 Units”) at any time from the date of issuance until the Maturity Date, with a conversion price of CA$0.20 per 2025 Unit. Each 2025 Unit consists of one common share of the Company and one share purchase warrant. Warrants are exercisable into additional common shares of the Company at an exercise price of CA$0.20 for a period of 3 years.

In connection with the issuance of the 2025 Convertible Notes, the Company incurred issuance costs amounting to $17,823 (CA$25,651). These costs have been allocated as a reduction to the carrying value of the 2025 Convertible Notes.

The 2024 Convertible Notes, the 2025 Convertible Notes and warrants issued upon conversion are subject to the following blocker provisions:

During the nine months ended April 30, 2026, 2025 Convertible Notes with a principal value of $17,939 (CA$25,000), including interest of $1,529 (CA$2,126), were converted into 27,125 units. As a result of the conversion, the Company reclassified the carrying value of the converted 2025 Convertible Notes of $18,893 (CA$26,322) to share capital and warrants.

As of April 30, 2026, the carrying value of the convertible notes was $561,919 (CA$766,514) (July 31, 2025 – $522,818 (CA$723,501)), of which $nil (CA$nil) was classified as non-current (July 31, 2025 – $365,303 (CA$505,524)).

Authorized share capital

Unlimited number of common shares without par value.

Issued share capital

As of April 30, 2026, the Company had 8,386,645 (July 31, 2025 – 7,134,895) common shares issued and outstanding.

During the nine months ended April 30, 2026:

For accounting purposes, the Company estimated the grant-date fair value of warrants issued upon conversion of the 2025 Convertible Notes using the Black-Scholes option pricing model, with the following assumptions:

The total fair value of the warrants was $9,116 (CA$12,710), which was recorded in warrants reserve. The value attributed to the warrants was determined on a relative fair value basis compared to the fair value of the common shares. The remaining balance of $9,777 ($13,612) was recorded as common shares.

During the nine months ended April 30, 2025, no share capital transactions occurred.

Obligation to issue shares

As discussed in Note 1, on January 1, 2025, the Company entered into agreements with its directors, officers, and consultants for the issuance of 920,148 common shares of the Company (“Bonus Shares”), of which 414,383 Bonus Shares were allocated to the Company’s directors and officers. The Bonus Shares were earned upon the successful filing of the initial filing statement related to the proposed transaction on October 29, 2024, and are to be issued upon a future closing of the proposed transaction. The fair value of the Bonus Shares, totaling $828,132 (CA$1,173,187), was recorded as stock-based compensation in the statements of operations for the year ended July 31, 2025.

Warrants

The following table summarizes the changes in warrants outstanding during the nine months ended April 30, 2026 and 2025:

Apart from the discussion above, during the nine months ended April 30, 2026 and 2025, no warrants were issued, exercised, or cancelled.

The following table presents a summary of the Company’s outstanding warrants as of April 30, 2026:

Subsequent to April 30, 2026, 571,300 warrants expired unexercised.

Incentive Plan

On July 14, 2022, the Board of Directors adopted an omnibus incentive plan as a 20% rolling plan (the “Plan”), pursuant to which the Company may grant stock options and restricted share units (“RSUs”) to the Company’s directors, officers, employees, and consultants.

Under the Plan, the number of stock options that may be issued is limited to no more than 10% of the Company’s issued and outstanding shares immediately prior to the grant. The exercise price of each stock option shall equal the market price of the Company's shares, less any applicable discount, as calculated on the date of grant. Stock options can be granted for a maximum term of 10 years and vest at the discretion of the Board of Directors.

Under the Plan, the number of RSUs that may be issued is limited to no more than 10% of the Company’s issued and outstanding shares immediately prior to the grant. The RSUs will be subject to any restriction imposed by the Board of Directors.

Stock Options

The changes in stock options during the nine months ended April 30, 2026 and 2025, are as follows:

During the nine months ended April 30, 2026, the Company issued 479,000 common shares upon the exercise of stock options.

Apart from the discussion above, during the nine months ended April 30, 2026 and 2025, no options were issued, exercised, or cancelled.

No stock-based compensation expense arising from stock options was recognized during the nine months ended April 30, 2026 and 2025.

RSUs

Apart from the discussion above, during the nine months ended April 30, 2026 and 2025, no RSUs were issued or cancelled.

The Company determined the fair value of the RSUs issued by using the market price of the Company’s common shares on the issuance date.

During the nine months ended April 30, 2026, the Company recognized stock-based compensation expense arising from RSUs of $nil (April 30, 2025 – US$287,743 (CA$392,711)).

As of April 30, 2026, a total of 170,000 RSUs were issued and outstanding (July 31, 2025 – 708,000) of which 170,000 were fully vested as of April 30, 2026 (July 31, 2025 – 543,000).

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment.

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

The key measures of segment profit or loss reviewed by our CODM are related to formation and operational costs. Formation and operational costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews formation and operational costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Commitments

The Company is committed to certain cash payments and share issuances under the Sierra Blanca Quarry Project described in Note 3, and for the Bonus Shares and cash bonus described in the Proposed Transaction (Note 2).

Contingencies

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of April 30, 2026 and July 31, 2025, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations. There are also no proceedings in which any of the Company’s directors and officers is an adverse party or has a material interest adverse to the Company’s interest.

On May 19, 2026, the Company issued 92,000 units and 308,000 special warrants upon conversion of a convertible debenture with principal of $145,440 (CA$200,000). The special warrants are convertible into units upon completion of the applicable TSX Venture Exchange requirements.

On May 28, 2026, following satisfaction of the applicable TSX Venture Exchange requirements, the Company issued 308,000 units upon conversion of previously issued special warrants and 5,907 units in settlement of accrued interest on the convertible debenture.