Condensed Interim Consolidated Financial Statements

For the three and nine months ended April 30, 2026 and 2025

(Expressed in Canadian Dollars)

Nature and continuation of operations (Note 1)

Subsequent events (Note 6(d), 7, 10, and 11)

These financial statements were authorized for issue by the Audit Committee and Board of Directors on Junel 26, 2026.

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

1. NATURE AND CONTINUATION OF OPERATIONS

Apex Critical Metals Corp. ("Apex" or the "Company") was incorporated on August 2, 2018, under the Company Act of British Columbia and is in the business of acquiring, exploring, developing and evaluating mineral resource properties. The Company is in the exploration stage and has interests in properties located in Canada and the United States.  The head office, principal address and registered and records office of the Company are located at 1450 - 789 West Pender Street, Vancouver, BC, Canada, V6C 1H2.  The Company's shares are listed on the Canadian Securities Exchange ("CSE") under the trading symbol "APXC" and on the OTCQX Best Market ("OTCQX") under the trading symbol "APXCF".

The Company has no source of significant revenues, has not yet achieved profitable operations, has working capital of $7,868,296 as at April 30, 2026 (July 31, 2025: $4,880,247), has accumulated losses since its inception, expects to incur further losses in the development of its business, and has no assurance that sufficient funding will be available to conduct further exploration of its mineral properties, beyond what the Company's current working capital will allow. These material uncertainties cast significant doubt about the Company's ability to continue as a going concern. In recognition of these circumstances, management is pursuing various financial alternatives to fund the Company's exploration and development programs. There is no assurance that these initiatives will be successful.  The business of mining and exploration involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations.

In the future, the Company may raise additional financing through the issuance of share capital or shareholder loans; however, there can be no assurance that it will be successful in its efforts to do so and that the terms will be favourable to the Company. These financial statements do not include any adjustments to the carrying values of assets and liabilities, the reported expenses and statement of financial position classifications that might be necessary should the Company be unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. There can be no assurance that management's plan will be successful. If the going concern assumption were not appropriate for these financial statements, then adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the statement of financial position classifications used. Such adjustments could be material.

2. BASIS OF PRESENTATION

Statement of Compliance

These condensed interim unaudited consolidated financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting.

The policies applied in these condensed interim consolidated financial statements are consistent with policies disclosed in Note 4 of the audited financial statements for the year ended July 31, 2025.  Therefore, these condensed interim consolidated financial statements should be read in conjunction with the Company's audited financial statements for the year ended July 31, 2025.

Basis of Measurement

The condensed interim consolidated financial statements have been prepared on the historical cost basis, except for cash and cash equivalents which are reflected at fair value. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information. The condensed interim consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiary, Elk Creek Rare Earths Corp., after eliminating inter-entity balances and transactions.  Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect those returns through the power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are de-consolidated from the date control ceases.

3. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

Estimates and assumptions

In particular, information about significant areas of estimation uncertainty considered by management in preparing the condensed interim consolidated financial statements includes:

• The recoverability of the carrying value of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest;
• Management's assumption that there are currently no decommissioning liabilities is based on the facts and circumstances that have existed during the periods.

Judgments

The critical judgments that the Company's management has made in the process of applying the Company's accounting policies from those involving estimations that have the most significant effect on the amounts recognized in the Company's financial statements are as follows:

• Economic recoverability and probability of future economic benefits of exploration, evaluation and development costs: Management has determined that exploratory drilling, evaluation, development and related costs incurred which have been capitalized are economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefit including geologic information, scoping and feasibility studies, accessible facilities, existing permits and life of mine plans.
• The assessment of the Company's ability to continue as a going concern involves judgment regarding future funding available for its exploration projects and working capital requirements.

4. MARKETABLE SECURITIES

During the year ended July 31, 2024, the Company received 2,500,000 shares of Discovery Energy Metals Corp. in connection with an option agreement on the West James Bay Properties.  As at April 30, 2026, the Company holds 2,500,000 shares (July 31, 2025 - 2,500,000) with a fair market value of $412,500, or $0.165 per share. During the three and nine months ended April 30, 2026, the Company recognized a gain on the shares of $137,500 and $100,000 respectively.

5. EXPLORATION AND EVALUATION ASSETS

British Columbia, Canada

The Company holds mineral claims in British Columbia under the CAP and Carbo properties comprised of two distinct claim groups within the Rocky Mountain Rare Metal Belt.

CAP property

On February 11, 2019, the Company acquired a 100% interest in certain mineral claims, located approximately 85 km northeast of Prince George, British Columbia, by issuing 2,550,000 shares with a fair value of $640,356. These properties are subject to a 2% net smelter return ("NSR") royalty in favour of the original vendors.  Subsequent to this acquisition, the Company staked 3 claims contiguous to the acquired claims. As of April 30, 2026, the CAP property consists of 6 claims totalling 2,824 hectares (July 31, 2025 - 6 claims).

Carbo property

The Company combined the following properties for more effective exploration and management under the Carbo property, which consists of certain mineral claims totalling 2,048 hectares as of April 30, 2026 and July 31, 2025, respectively.

• Gambier Gold property

On September 21, 2021, the Company purchased a 100% interest in certain mineral claims, located north of the Company's CAP property and adjacent to the Prince property for $150,000. In July 2023, certain mineral claims were forfeited and all deferred costs were written off.  As at April 30, 2026 and July 31, 2025, this property consists of 1 mineral claim.

• Wicheeda property

On July 29, 2022, the Company purchased a 100% interest in certain mineral claims, located immediately north of the Company's CAP property and adjacent to the Prince property, from Zimtu Capital Corp., a related party, by issuing 120,000 common shares with a fair value of $60,000. Subsequent to this acquisition, the Company staked an additional claim contiguous to the acquired claims. As at April 30, 2026 and July 31, 2025, this property consists of 7 mineral claims.

• Prince property

On October 13, 2021, the Company acquired a 100% interest in certain mineral claims, located immediately north of the Company's CAP property and adjacent to the Wicheeda property for $20,000 and by issuing 75,000 common shares with a fair value of $37,500. On December 2, 2022, the Company sold some of these claims for $26,649.  At April 30, 2026 and July 31, 2025, the Prince Property consists of 9 claims.

Quebec, Canada

West James Bay properties

On May 24, 2024, the Company purchased a 50% interest in a group of mineral claims located in the James Bay region of Quebec, Canada, for a cash payment of $125,000 to a Company controlled by a director of the Company.

On June 6, 2024, the Company entered into an earn-in option agreement, whereby the Company granted the optionee the option to acquire 80% of the Company's 50% interest in the property, whereby the optionee had to incur $1,000,000 of exploration costs on the property and issue 2,500,000 common shares of the optionee to the Company.  During the year-ended July 31, 2024, the optionee exercised its option by incurring the required expenditures and issuing the shares to the Company.  The Company also retains a 1% gross overriding royalty on any future production from the property on this interest sold.  As of April 30, 2026, the Company retains the royalty and a 10% interest in the property.

Lac Le Moyne Carbonatite property

On February 5, 2025, the Company acquired a 100% interest in certain mineral claims for total consideration of:

• $100,000 in cash payable over a 3-year period of ($50,000 paid to date) and;
• 200,000 in common shares payable over a 2-year period. The common shares were issued as to 100,000 in February 2025 with a fair value of $87,000, and 100,000 in January 2026 with a fair value of $265,000.
• If a material drill intersection of niobium mineralization is identified on the project, an additional 500,000 common shares are payable to the vendor of the property.
• The property is subject to a 2% NSR payable to the vendor on future production.

Ontario, Canada

Bianco property

On November 26, 2024, the Company acquired certain mineral claims, situated approximately 12.5 km southwest of the Kingfisher Lake First Nation and 156 km north of Pickle Lake, Ontario from a company controlled by a director of the Company, for $30,000.  The property is subject to a 2.0% NSR payable to the vendor on future production.

Nebraska, USA

Rift property

During the year-ended July 31, 2024, the Company, executed agreements with individual landholders to acquire the right to explore for and the option to purchase the mineral and surface rights over 2,217 acres of land, for $420,287.  During the period ended April 30, 2026, the Company has optioned an additional 1,741 acres, bringing the aggregate property holdings to 3,958 acres as at April 30, 2026.  The property is subject to a 0.5% NSR on future production payable to the landman who secured the above agreements.

Colorado, USA

Iron hills property

In April 2026, the Company acquired certain mineral claims for $80,091.  The property is subject to a 3% NSR payable to the vendor on future production.

The following table summarizes exploration and evaluation asset changes during the applicable periods:

6. SHARE CAPITAL

a) Authorized: 

• Unlimited common shares with no par value.

b) Issued and outstanding

* On October 24, 2023, the Company consolidated its common shares on a ratio of ten pre-consolidation shares to one post-consolidation share. On November 7, 2024, the Company completed a forward split of all of its issued and outstanding common shares on the basis of one and one-half new common shares for one old common share.  The number of common shares were adjusted for the consolidation and the split.  Outstanding stock options and share purchase warrants were also adjusted along with the respective exercise prices.

During the year ended July 31, 2025:

⁽¹⁾ On August 16, 2024, the Company completed the second and final tranche of a non-brokered private placement consisting of 3,750,000 units (each, a "Unit"), at a price of $0.267 per Unit for gross proceeds of $1,000,000. Each Unit consisted of one common share and one common share purchase warrant.  Each warrant allows the purchase one common share at a price of $0.40 per share for a period of one year from closing. 

⁽²⁾ On September 24, 2024, the Company completed a non-brokered private placement issuing 906,346 flow-through units (each, a "FT Unit") at a price of $0.43 per FT Unit for aggregate gross proceeds of $392,750. Each FT Unit is comprised of one common share issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) and one common share purchase warrant (each, a "Warrant") issued on a non-flow-through basis. Each Warrant entitles the holder to receive one non-flow-through common share in the capital of the Company (each, a "Warrant Share") at a price of $0.67 per Warrant Share at any time before the date that is two (2) years following the date of issuance. The gross proceeds from the sale of the FT Units will be used by the Company to incur eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" as such terms are defined in the Income Tax Act (Canada). All Qualifying Expenditures will be renounced in favour of the subscribers effective December 31, 2024.

⁽³⁾ On December 30, 2024, the Company completed a non-brokered private placement issuing a total of 4,200,000 units (each, a "Unit") at a price of $0.60 per Unit, raising aggregate proceeds of $2,520,000 (the "Offering"). Each Unit consisted of one common share of the Company (each, a "Share") and one common share purchase warrant (each, a "Warrant"), with each Warrant entitling the holder to purchase one Share at a price of $0.75 per Share for a period of two (2) years from closing of the Offering (the "Closing"). 

⁽⁴⁾ On February 12, 2025, the Company issued 100,000 shares at a fair value of $87,000 pursuant to the Lac Le Moyne property agreement (see Note 5).

⁽⁵⁾ On February 21, 2025, the Company completed a non-brokered private placement issuing a total of 1,530,612 flow-through common shares (each, an "FT Share") at a price of $0.98 per FT Share for gross proceeds of $1,500,000 (the "Offering"). The FT Shares were issued as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada) and section 359.1 of the Taxation Act (Québec). The proceeds from the issuance of the FT Shares will be used to incur eligible resource exploration expenses which will qualify as "Canadian exploration expenses"(as defined in the Income Tax Act (Canada)). In addition, subscribers residing in the province of Québec are also eligible for i) an additional deduction for CEE that qualifies as "exploration base relating to certain Québec exploration expenses" incurred in Québec, within the meaning of section 726.4.10 of the Taxation Act (Québec), and ii) for an additional deduction for certain surface mining CEE incurred in Québec that qualifies as "exploration base relating to certain Québec surface mining exploration expenses" within the meaning of section 726.4.17.2 of the Taxation Act (Québec). In connection with the Offering, the Company paid cash fees of $90,000 to one qualified finder.

During the nine months ended April 30, 2026:

⁽⁶⁾ On October 22, 2025, the Company completed a non-brokered flow-through private placement issuing 800,000 flow-through units (each, an "FT Unit") at a price of $2.00 per FT Unit for gross proceeds of $1,600,000. Each FT Unit consists of one common share issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) (each, a "FT Share") and one common share purchase warrant (each whole warrant, a "FT Warrant") issued on a non-flow-through basis. Each FT Warrant entitles the holder to purchase one non-flow-through common share in the capital of the Company (each, a "Warrant Share") at a price of $2.50 per Warrant Share for a period of two (2) years from the date of issuance.

⁽⁷⁾ On October 30, 2025, the Company completed a non-brokered private placement issuing 4,000,000 units of the Company ("Units") at a price of $2.50 per Unit for gross proceeds of $10,000,000. Each Unit consists of one common share of the Company and one common share purchase warrant, with each warrant exercisable to acquire one common share of the Company at a price of $3.00 per share for a period of two years from the date of issuance. In connection with the Offering, the Company paid $255,500 in cash and issued 102,200 non-transferable finder's warrants (each, a "Finder's Warrant") to certain finders. Each Finder's Warrant entitles the holder thereof to purchase one Common Share at a price of $3.00 per Common Share for a period of two years. The fair value of the finder's warrants was calculated using the Black Scholes option pricing model based on the following assumptions: Exercise price - $3.00, Expected life - 2 years, Expected volatility - 113.21%, Risk-free interest rate - 2.42%, with no expected dividends or forfeitures.

⁽⁸⁾ On January 28, 2026, the Company issued 100,000 shares at a fair value of $265,000 pursuant to the Lac Le Moyne property acquisition (see Note 5).

c) Warrants

The following is a summary of warrant transactions for the nine months ended April 30, 2026 and the year ended July 31, 2025:

The following warrants were outstanding and exercisable as of April 30, 2026:

*Finders's warrants

During the year ended July 31, 2025, 3,956,250 warrants were exercised for gross proceeds of $1,582,500.

During the nine months ended April 30, 2026, 30,990,280 warrants were exercised for gross proceeds of $4,381,144.

d) Stock-based compensation

Equity Incentive Plan

The Company has an equity compensation plan that includes stock options, restricted share units ("RSU"), deferred share units ("DSU") and performance share units ("PSU"). The total outstanding awards including options, PSUs, DSUs or RSUs, shall not exceed more than 20% of the total outstanding common shares on a non-diluted basis.

Stock Option Plan

Options are granted with an exercise price determined by the Board of Directors, which may not be less than 25% of the Company's stock price on the date of the grant. Options granted to directors, employees and consultants other than consultants engaged in investor relations activities will vest immediately. However, for options granted to employees and consultants engaged in investor relations activities will vest in stages over a minimum period of 12 months with no more than one-quarter of the options vesting in any three-month period.

RSUs, DSUs, and PSUs under the Plan

A RSU is a unit equivalent in value to a Common Share which entitles the holder to receive one common share for each RSU after a specified vesting period determined by the Company. Upon settlement, RSU holders will receive (a) one fully paid and non-assessable common share in respect of each vested RSU, (b) subject to the approval by the board of directors, a cash payment, or (c) a combination of common shares and cash. The cash payment is determined by multiplying the number of RSUs redeemed for cash by the market price on the date of settlement.

A DSU is a unit equivalent in value to a common share which entitles the holder to receive one common share for each DSU on a future date, generally upon termination of service with the Company. Upon settlement, holders will receive (a) one fully paid and nonassessable common share in respect of each vested DSU, (b) subject to the approval of the board of directors, a cash payment, or (c) a combination of common shares and cash. The cash payment is determined with reference to the market price in the same manner as with RSUs.

A PSU is a unit equivalent in value to a common share which entitles the holder to receive one common share for each PSU on a future date, generally upon the achievement of certain performance goals within the Company. Upon settlement, holders will receive (a) one fully paid and nonassessable common share in respect of each vested PSU, (b) subject to the approval of the board of directors, a cash payment, or (c) a combination of common shares and cash. The cash payment is determined with reference to the market price in the same manner as with RSUs.

The RSUs, DSUs and PSUs granted will vest and be exercisable on a basis determined by the board at the time of the grant and will be exercisable for a period not exceeding ten years.

Stock options

The following is a summary of option transactions under the Company's equity incentive plan for the nine months ended April 30, 2026 and the year ended July 31, 2025:

The following stock options were outstanding and exercisable as at April 30, 2026:

Stock option granted during the year-ended July 31, 2025

• On March 14, 2025, the Company granted 5,000,000 stock options to certain directors, officers and consultants, priced at $0.85 and are exercisable for a period of 5 years from the date of grant. The options vest as to 33% on the date that is four months from the grant date, 33% on the date that is eight months from the grant date and 34% on the date that is twelve months from the grant date.

Stock options granted during the nine-months ended April 30, 2026

• On September 8, 2025, the Company granted 1,760,000 stock options to certain directors, officers and consultants, priced at $1.97 and are exercisable for a period of 5 years from the date of grant. The options vest as to 33% on the date that is four months from the grant date, 33% on the date that is eight months from the grant date and 34% on the date that is twelve months from the grant date.

• On October 22, 2025, the Company granted 50,000 stock options to a consultant, priced at $3.82 and are exercisable for a period of 2 years from the date of grant. The options vest upon the Company's successful listing on the EuroNext exchange.

• On December 5, 2025 the Company granted 75,000 stock options to a consultant, priced at $2.50 and are exercisable for a period of 4 years from the date of grant. The options vest in six months from the date of grant.

• On January 30, 2026 the Company granted 200,000 stock options to a consultant, priced at $2.75 and are exercisable for a period of 2 years from the date of grant. The options vested immediately.

During the nine months ended April 30, 2026, 174,000 stock options were exercised for gross proceeds of $147,900. $133,808 of fair value originally recognised for these options was transferred to share capital from reserves upon exercise of these options.

Restricted share units

The following is a summary of RSU transactions under the Company's equity incentive plan for the nine months ended April 30, 2026 and the year-ended July 31, 2025:

RSUs granted during the nine-month period-ended April 30, 2026

• On September 8, 2025, the Company granted 1,660,000 RSUs to certain directors, officers and consultants which vest as to one quarter every four months from the grant date.  On January 8, 2026, the vesting dates of these RSUs was amended to 25% on May 8, 2026, 25% on September 8, 2026, 25% on January 8, 2027, and 25% on May 8, 2027.  The Company adjusted stock-based compensation accordingly for this amendment.  Subsequent to April 30, 2026, the vesting dates of these RSUs was further amended to 25% on September 8, 2026, 25% on January 8, 2026, 25% on May 8, 2027, and 25% on September 8, 2027.

• On October 22, 2025, the Company granted 50,000 RSUs to a consultant which vest upon the successful listing by the Company on EuroNext.  The Company believes the listing event has a 100% probability of success and has recognized the compensation expense accordingly.

• On December 5, 2025, the Company granted 25,000 RSUs to a consultant which vest six months from the grant date. 

• On January 23, 2026, the Company granted 750,000 RSUs to a director which vest as to 50% in one year and 50% in two years from the grant date. 

Stock-based compensation

The following assumptions were used for the Black-Scholes pricing model calculations for options granted:

The fair value of each RSU granted was equal to the Company's share price on the date of each grant.

During the year ended July 31, 2025, $2,591,294 was expensed as stock-based compensation related to options issued.

During the three and nine months ended April 30, 2026, $1,619,948 and $6,850,645 respectively, was expensed as stock-based compensation related to options and RSUs granted, with a corresponding adjustment to reserves.

7.  TRANSACTIONS WITH KEY MANAGEMENT AND RELATED PARTIES

Key management personnel include directors and officers who have the authority and responsibility for the planning, directing, and controlling the activities of the Company.

The terms and conditions of these transactions with key management and related parties were no more favourable than those available, or which might reasonably be expected to be available, for similar transactions with an arm's length party.

During the three and nine months ended April 30, 2026 and 2025, the Company incurred the following with key management:

⁽¹⁾ The Company continues to renew 12-month Management Services Agreements ("MSA") with Zimtu Capital Corp. ("Zimtu). Sean Charland is on officer and director of Zimtu, as well as an officer and director of the Company.  Under the terms of the MSA, Zimtu provides the Company with administrative and managerial services, including corporate maintenance, continuous disclosure services, rent, and administrative services, at a rate of $15,000 per month.

⁽²⁾ The Company continues to renew 12-month consulting agreements with Zimtu, whereby Zimtu provides advertising and promotion services for $12,500 per month.  The latest agreement runs from June 1, 2025 to May 31, 2026.  The amounts also include other fees charged by Zimtu not included in the contract.  On June 1, 2026, the Company renewed the agreement for an additional 12 months at a cost of $15,000 per month.

⁽³⁾ Amounts incurred to Dahrouge Geological Consulting Ltd. ("Dahrouge").  Jody Dahrouge is a principal as Dahrouge as well as a director with the Company

⁽⁴⁾ Amounts incurred to Dahrouge, Kaiben Geological Ltd., and EBC Consulting Group Inc. for consulting services. Jody Dahrouge is a principal at Dahrouge as well as a director with the Company.  Darren Smith is a majority owner at Kaiben Geological Ltd. and a director of the Company.  Joness Lang is a majority owner at EBC Consulting Group Inc. and a director and officer of the Company.

⁽⁵⁾ Amounts paid to Dahrouge, and included in exploration and evaluation assets.  Jody Dahrouge is a principal at Dahrouge as well as a director with the Company.

⁽⁶⁾ Salaries paid to Nathan Steinke and Sean Charland.

⁽⁷⁾ Non-cash amounts related to options and options granted and vested to directors and officers.

The following table shows amounts due to related parties at the applicable date:

The amounts due to related parties are unsecured, non-interest bearing, and have no specific terms of repayment.

Agreements with Key management

Mr. Sean Charland

The Company and Mr. Charland entered into an executive employment agreement dated November 25, 2025, pursuant to which the Company employs Mr. Charland as President and CEO on an indefinite term.  Compensation includes a $250,000 annual base salary (voluntarily forfeited from August 24, 2023 through to April 30, 2026 without waiving future salary).

If Mr. Charland is terminated without cause he will be entitled to no less than the minimum entitlements under the Employment Standards Act (British Columbia), plus 12 months' notice or salary in lieu per year of service up to a 36-month cap, with no bonus payable during the notice period.

The agreement provides for a transaction bonus if he leads and completes a sale transaction or other transaction resulting in a change of control, equal to 1.0% on transaction value over $50,000,000 and 1.5% on the portion exceeding $250,000,000, calculated on aggregate gross consideration, subject to continued employment at closing unless his employment is terminated by the Company without cause or by Mr. Charland for good reason within six  months prior to the closing of such transaction, in which case Mr. Charland will remain entitled to the transaction bonus. Mr. Charland will also remain entitled to the transaction bonus if he is terminated by the Company without cause within six months after a change of control.

Mr. Joness Lang

The Company, Mr. Lang and EBC Consulting Group Ltd. ("EBC"), a company owned and controlled by Mr. Lang, entered into an executive services agreement dated February 15, 2026, pursuant to which the Company engaged EBC as a consultant and appointed Mr. Lang as Executive Vice-President, Growth Strategy on an indefinite term.  Compensation includes a $144,000 annual consulting fee (monthly consulting fee of $12,000).

If Mr. Lang is terminated without cause he will be entitled to 12 months' notice or fees in lieu per year of service up to a 36-month cap, with no bonus payable during the notice period.

The agreement provides for a transaction bonus if he leads and completes a sale Transaction or other transaction resulting in a change of control, equal to 0.5% on transaction value over $50,000,000 and 0.75% on the portion exceeding $250,000,000, calculated on aggregate gross consideration, subject to continued engagement at closing unless the agreement is terminated by the Company without cause or by Mr. Lang for good Reason within six months prior to the closing of such transaction, in which case Mr. Lang will remain entitled to the transaction bonus. Mr. Lang will also remain entitled to the transaction bonus if he is terminated by the Company without cause within six months after a change of control.

Mr. Nathan Steinke

The Company and Mr. Steinke entered into an executive employment agreement dated February 1, 2026, pursuant to which the Company employs Mr. Steinke as CFO on an indefinite term.  Compensation includes a $144,000 annual base salary.

If Mr. Steinke is terminated without cause he will be entitled to no less than the minimum entitlements under the Employment Standards Act (British Columbia), plus 12 months' notice or salary in lieu per year of service up to a 36-month cap, with no bonus payable during the notice period.

8.  FINANCIAL INSTRUMENTS

The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company's activities. The Company has exposure to credit risk, liquidity risk and market risk as a result of its use of financial instruments. This note presents information about the Company's exposure to each of the above risks and the Company's objectives, policies and processes for measuring and managing these risks. Further quantitative disclosures are included throughout these financial statements.

The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Board has implemented and monitors compliance with risk management policies as set out herein:

a) Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company's cash is subject to credit risk for a maximum of the amounts shown on the statements of financial position. 

On April 30, 2026, the Company held cash of $9,476,408 (July 31, 2025: $5,542,504) with Canadian chartered banks.

b) Liquidity Risk

Liquidity risk is the risk that the Company will incur difficulties meeting its financial obligations as they are due. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions without incurring unacceptable losses or risking harm to the Company's reputation.

As of April 30, 2026, the Company has total current liabilities of $2,567,373 (July 31, 2025: $1,336,460).  The Company has sufficient working capital to fund these liabilities

c) Market Risk

Market risk consists of currency risk, commodity price risk and interest rate risk. The objective of market risk management is to manage and control market risk exposures within acceptable limits, while maximizing returns.

I. Foreign Currency Risk and Sensitivity Analysis

Foreign currency exchange rate risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in foreign exchange rates.

The Company is exposed to foreign currency risk on fluctuations related to items that are denominated in US dollars. As at April 30, 2026, net financial assets (liabilities) totaling $14,241 (July 31, 2025 - ($Nil)) were denominated in USD. The Company has not entered into any derivatives or contracts to hedge or otherwise mitigate this exposure.

Based on the above net exposure as at April 30, 2026 and assuming all other variables remain constant, a 2% depreciation or appreciation of the US dollar against the Canadian dollar would result in an increase or decrease of approximately $501 in the Company's consolidated statement of loss. 

II. Commodity Price Risk

Commodity price risk is the risk that the fair value of future cash flows will fluctuate as a result of changes in commodity prices.  Commodity prices for minerals are impacted by world economic events that dictate the levels of supply and demand as well as the relationship between the Canadian and United States dollar.

As the Company has not yet developed commercial mineral interests, it is not exposed to commodity price risk at this time.

III. Interest Rate Risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates.

The Company is not exposed to interest rate risk as the Company had no variable interest rate bearing items as April 30, 2026.

d) Fair Value

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values.  The three levels of the fair value hierarchy are:

• Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;
• Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
• Level 3 - Inputs that are not based on observable market data.

e) Capital Management

Capital is comprised of the Company's shareholders' equity and any debt it may issue. As at April 30, 2026, the Company's shareholders' equity was $20,853,130 (July 31, 2025: $8,260,601).  The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern and to maintain a flexible capital structure which will allow it to pursue the exploration of its mineral properties.  Therefore, the Company monitors the level of risk incurred in its mineral property expenditures relative to its capital structure which is comprised of working capital and shareholders' equity. The Company monitors its capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to facilitate the management of capital and the exploration of its mineral properties, the Company prepares annual expenditure budgets which are updated as necessary and are reviewed and periodically approved by the Company's Board of Directors.  To maintain or adjust the capital structure, the Company may issue new equity if available on favourable terms, option its mineral properties for cash and/or expenditure commitments from optionees, enter into joint venture arrangements, or dispose of mineral properties. The Company is not subject to any externally imposed capital requirements and there were no changes in the Company's approach to capital management during the period ended April 30, 2026.

9. FLOW-THROUGH SHARE PREMIUM LIABILITY

Funds raised through the issuance of flow-through shares are required to be expended on qualified Canadian mineral exploration expenditures, as defined pursuant to Canadian income tax legislation.  The gross flow-through proceeds, less the qualified expenditures made to date, represent the funds received from flow-through share issuances that have not been spent. 

On September 24, 2024, the Company issued 906,346 common shares on a "flow-through" basis at a price of $0.433 per share for gross proceeds of $392,750. The flow-through proceeds were renounced on December 31, 2024. At April 30, 2026, the Company had incurred the full amount in qualified expenditures.

On February 21, 2025, the Company issued 1,530,612 common shares on a "flow-through" basis at a price of $0.98 per Share for gross proceeds of $1,500,000. The flow-through proceeds were renounced on December 31, 2025. At April 30, 2026, the Company had incurred the full amount in qualified expenditures.

On October 22, 2025, the Company issued 800,000 common shares on a "flow-through" basis at a price of $2.00 per Share for gross proceeds of $1,600,000. A flow-through share liability was not recognized as the market price of the shares was greater than the issuance price.  The flow-through proceeds were renounced on December 31, 2025. At April 30, 2026, the Company has incurred $344,000 in qualified expenditures.

The following tables shows the liability related to the premium on the flow-through shares issued at the applicable dates:

10. ADVERTISING

In July 2024, the Company engaged an unrelated third party to assist with a significant investor relations campaign with respect to its mining assets, and has continued to renew the contract through to April 30, 2026.  To April 30, 2026, the Company has paid, in aggregate, $2,000,000 related to the campaign. On May 1, 2026, the Company extended the investor relations agreement, whereby the Company agreed to pay $500,000 commencing May 1, 2026 for a two-month term.

11. SUBSEQUENT EVENTS

a) On May 7, 2026 the Company granted 1,250,000 options and 350,000 RSUs to certain directors, officers and consultants of the Company.  The options are exercisable at a price of $2.18 per share. 750,000 options are exercisable for a period of five years from the date of grant and vest as to 33% four months from the date of grant, 33% eight months from the date of grant, and 34% twelve months from the date of grant. The remaining, 500,000 Options are exercisable for a period of two years from the date of grant, and vest in full on October 7, 2026.  The RSUs vest as to one-quarter every four months from the date of grant.

b) On June 2, 2026 the Company closed a brokered private placement, whereby the Company issued 7,895,000 units, (each a "Unit") of the Company at a price of $1.90 per Unit for gross proceeds of $15,000,500.  Each Unit consisted of one common share and one common share purchase warrant of the Company. Each warrant entitles the holder to purchase one common share of the Company at a price of $2.60 per share for a period of twenty-four months from the closing date.  The agents for the placement received aggregate cash fee of $750,006 and 394,740 non-transferable common share purchase warrants. Each warrant is exercisable into one common share of the Company at $1.90 per share for a period of twenty-four months from the closing date.