11. SHARE CAPITAL

The authorized capital of the Company comprises an unlimited number of Common Shares without par value and 20,000,000 Preferred Shares, issuable in series, of which 4,000,000 are authorized to be designated as Series 1 Convertible Preferred Shares.

There are currently 118,186 Series 1 Convertible Preferred Shares outstanding, without par value, which are convertible at a ratio of 180:1, to 657 Common Shares.

a) Common Shares Issued and Outstanding

Six months ended June 30, 2026

During the six months ended June 30, 2026, 135,558 Common Shares were issued for the vesting and net settlement of restricted share units (“RSUs”), and 9,852 Common Shares were used for the vesting and net settlement of deferred share units (“DSUs”).

As at June 30, 2026, the Company had 35,648,164 Common Shares issued and outstanding (December 31, 2025 – 35,502,754).

Year ended December 31, 2025

During the year ended December 31, 2025, 2,124 Common Shares were issued for the net exercise of options to purchase Common Shares (“Options”), and 16,212 Common Shares were issued for the vesting and net settlement of RSUs.

November 2025 Financing

On November 17, 2025, the Company closed a brokered public offering in Canada (the “November 2025 Financing”) which consisted of issuing 14,035,100 units (each, a “November 2025 Unit”) of the Company at a price of $5.70 per unit for aggregate proceeds of $80,000,070. Each November 2025 Unit consisted of one Common share of the Company and one Common Share purchase warrant of the Company (each a “November 2025 Warrant”). Each November 2025 Warrant entitles the holder to acquire one additional Common Share at a price of $8.00 per share until November 17, 2027.

In connection with the November 2025 Financing, the agents received a total cash fee of $4,512,017 equal to 6.0% of the gross proceeds and a reduced cash fee equal to 2.0% for sales to certain individuals. The Company also incurred various legal, listing and financing fees payable in cash totalling $821,864.

The relative fair value of the Common Shares issued under the November 2025 Financing was estimated at $61,884,376 and was determined based on the market observed price on the date of issuance. The relative fair value of the November 2025 Warrants was estimated at $18,115,694 using the Black-Scholes Option Pricing Model. Gross proceeds raised of $80,000,070 and related issuance costs were allocated to the Common Shares and warrants based on relative fair values.

The fair value of the November 2025 Warrants was calculated using the following assumptions:

 SCHEDULE OF FAIR VALUE OF WARRANTS

The volatility was determined by calculating the historical volatility of the Company’s share price over a 2-year period using daily closing prices. The formula used to compute historical volatility is the standard deviation of the logarithmic returns.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(Expressed in Canadian dollars)

March 2025 Financing

On March 18, 2025, the Company closed the March 2025 Financing which included a non-brokered private placement and the conversion of its $20,882,353 three-year Term Loan with Cymbria (Note 9).

The non-brokered private placement (the “Private Placement”) consisted of issuing 7,666,667 units (each, a “Private Placement Unit”) of the Company at a price of $6.00 per unit for aggregate gross proceeds of $46,000,000. Each Private Placement Unit consisted of one Common Share of the Company and one-half of one Common Share purchase warrant (each whole warrant, a “Private Placement Warrant”) of the Company. Each Private Placement Warrant entitles the holder to acquire one additional Common Share at a price of $11.00 per share until March 18, 2028.

In connection with the March 2025 Financing, the Company issued: (i) 200,000 Common Shares to TriView for its services as finder; (ii) 450,000 Common Shares to Fiore and 187,500 Common Shares to Bowering for certain advisory services; and (iii) 179,335 Common Shares to a financial advisor for financial advisory services. The fair value of these shares was determined to be $5,179,586. In addition to the Common Shares, the Company incurred various legal, listing and financing fees payable in cash totalling $2,371,203. Certain of these fees were allocated between the Private Placement and Debt Conversion (Note 9) transactions based on the value of the units issued under each transaction.

All securities issued as part of the Private Placement were subject to a hold period which expired July 19, 2025, with the exception of the Common Shares issued to Fiore and Bowering which had a hold period which expired March 18, 2026.

The fair value of the Common Shares issued under the Private Placement was estimated at $39,048,922 and was determined by applying an implied discount of 37.9% per Common Share for lack of marketability to the market observed price on the date of issuance. The fair value of the Private Placements Warrants was estimated at $6,951,078 using the Black-Scholes Option Pricing Model.

The volatility was determined by calculating the historical volatility of the Company’s share price over a 3-year period using daily closing prices. The formula used to compute historical volatility is the standard deviation of the logarithmic returns. The same implied discount for lack of marketability for purposes of the Common Shares valuation was also applied to the share price for the Settlement Warrants valuation.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(Expressed in Canadian dollars)

b) Warrants

The following summarizes Common Share purchase warrant activity:

 SUMMARY OF COMMON SHARE PURCHASE WARRANT ACTIVITY

At June 30, 2026, the Company had outstanding Common Share purchase warrants exercisable to acquire Common Shares as follows:

 SCHEDULE OF DETAILS OF WARRANTS OUTSTANDING

c) Omnibus Plan

The Company has a long-term omnibus incentive plan (the “Omnibus Plan”) which provides for the award of RSUs, DSUs and Options (RSUs, DSUs, and Options collectively referred to herein as “Awards”) to directors, officers, employees and consultants upon approval by the board of directors of the Company (the “Board of Directors” or the “Board”). The maximum aggregate number of Common Shares issuable in respect of all past and future Awards granted or issued, at any point, shall not exceed 10% of the total number of issued and outstanding Common Shares on a non-diluted basis at such point in time, subject to certain participation limits on grants. No Award granted or issued under the Omnibus Plan, other than Options, may vest before the date that is one year following the date it is granted or issued.

Options

An Option is an Award that gives a participant the right to purchase one Common Share at a specified price. The exercise price of each Option shall not be less than the discounted market price on the grant date and as approved by the Board of Directors of the Company. The Options can be granted for a maximum term of ten years.

The following summarizes the Option activity:

 SCHEDULE OF OPTION ACTIVITY

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(Expressed in Canadian dollars)

No Options were exercised for the six months ended June 30, 2026. The total intrinsic value of Options exercised for the year ended December 31, 2025, was $30,996.

During the six months ended June 30, 2026, the Company granted an aggregate of 94,800 Options to consultants. The Options have a weighted average exercise price of $5.78 per Common Share. Of the 94,800 Options granted, 50,000 vested immediately and have a term of two years and the remaining 44,800 vest in four equal quarterly increments starting three months from the date of grant and have a term of five years.

The fair value of Options granted was calculated using the Black-Scholes Option Pricing Model. The volatility was determined using the historical daily volatility over the expected life of the Options. The expected life of the Options considered the contractual term of the Options, as well as an estimate of the time to exercise. The Black-Scholes Option Pricing Model used the following assumptions:

 SCHEDULE OF FAIR VALUE OF STOCK OPTION GRANTED

For the three and six months ended June 30, 2026, a total of $138,698 and $391,397 (June 30, 2025 - $498,099 and $1,377,612), respectively, was recorded as share-based compensation expense within general exploration expense and general and administrative expense and credited to additional paid-in capital related to Options.

Details of Options outstanding as at June 30, 2026, are as follows:

 SCHEDULE OF DETAILS OF OPTIONS OUTSTANDING

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(Expressed in Canadian dollars)

RSUs

An RSU is an Award that, upon settlement, entitles the recipient participant to receive one Common Share. The number, terms, and vesting conditions of RSUs awarded will be determined by the Board of Directors from time to time. The Company uses the fair value method of accounting for the recording of RSU grants, and the fair value of the RSUs is determined based on the closing price of the Company’s Common Shares on the grant date.

During the six months ended June 30, 2026, the Company granted an aggregate of 134,300 RSUs to employees, directors, officers and consultants with 47,800 vesting in full on the first anniversary of the date of grant, and the remaining 86,500 vesting in equal instalments on the second and third anniversary of the grant date.

The following is a continuity of the RSUs which are fixed and are not subject to vesting conditions other than service:

 SCHEDULE OF CONTINUITY OF RSU

For the three and six months ended June 30, 2026, a total of $411,707 and $1,059,064 (June 30, 2025 – $430,484 and $578,552), respectively, was recorded as share-based compensation expense within general exploration expense and general and administrative expense and credited to additional paid-in capital related to RSUs. The total intrinsic value of RSUs settled during the three and six months ended June 30, 2026, was $84,250 and $506,900 (June 30, 2025 – $nil and $nil), respectively, and intrinsic value of shares withheld for taxes for the three and six months ended June 30, 2026, was $nil and $75,374 (June 30, 2025 – $nil and $nil), respectively.

DSUs

DSUs are granted annually by the Board of Directors and outstanding DSUs are settled in cash upon redemption. The number and vesting conditions of DSUs awarded will be determined by the Board of Directors from time to time. Each director may elect to receive any part or all of their cash-based portion of director fees in DSUs.

The DSUs credited to the account of a director may be redeemed no earlier than 90 days after the end of the year in which they ceased to be a director, and no later than the end of the calendar year following the year in which the holder ceases to be a director.

The following is a continuity of the DSUs:

 SCHEDULE OF DSU GRANTED

Note:

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

(Expressed in Canadian dollars)

During the three and six months ended June 30, 2026, the Company granted 153,100 DSUs to Directors. During the three and six months ended June 30, 2026, the Company recorded a fair value adjustment gain of $30,420 and $130,039 (June 30, 2025 – gain of $379,759 and $368,935), respectively, on the outstanding DSUs. During the three and six months ended June 30, 2026, the DSU compensation, net of fair value adjustments was $80,105 and $36,277 (June 30, 2025 –$189,750 and $244,397), respectively. The total fair value of DSUs redeemed during the three and six months ended June 30, 2026, was $nil and $114,683 (June 30, 2025 – $nil and $190,446), respectively, and fair value of shares withheld for taxes was $nil and $54,699 (June 30, 2025 – $nil and $nil), respectively.

The DSUs are classified as a derivative financial liability measured at fair value, with changes in fair value recorded in profit or loss. The fair value of the DSUs was determined based on the closing price of the Company’s Common Shares on the respective balance sheet date. As at June 30, 2026, the Company reassessed the fair value of the DSUs at $294,987 (December 31, 2025 - $373,392).