Exhibit 99.2

 

SILVER47 EXPLORATION CORP.

 

Condensed Interim CONSOLIDATED Financial Statements

 

For the THREE AND NINE months ended

 

APRIL 30, 2026 and 2025

 

(EXPRESSED IN CANADIAN DOLLARS)

(UNAUDITED)

 

 

 

 

Silver47 Exploration Corp.

Condensed Interim Consolidated Statements of Financial Position (Unaudited)

(Expressed in Canadian dollars)

 

 

As at  Note   April 30, 2026   July 31, 2025 
       $   $ 
ASSETS               
Current assets               
Cash and cash equivalents   5    49,000,014    4,843,916 
Tax and other receivables        184,842    107,724 
Prepaid expenses   6    3,060,981    506,908 
         52,245,837    5,458,548 
Non-current assets               
Restricted cash        216,213    - 
Property and equipment        164,348    8,150 
Exploration and evaluation assets   7    74,794,340    11,196,676 
         75,174,901    11,204,826 
TOTAL ASSETS        127,420,738    16,663,374 
                

LIABILITIES

               
Current liabilities               
Accounts payable and accrued liabilities        1,646,800    1,799,518 
Share based payment liabilities   8    108,334    1,075,329 
TOTAL LIABILITIES        1,755,134    2,874,847 
                

EQUITY

               
Share capital   9b   145,086,538    27,424,699 
Contributed surplus   9e,g,h   19,710,035    4,984,512 
Accumulated deficit         (38,471,449)   (18,670,227)
Foreign currency translation reserve        (659,520)   49,543 
TOTAL EQUITY        125,665,604    13,788,527 
TOTAL LIABILITIES AND EQUITY        127,420,738    16,663,374 

 

Commitments (Note 7)

 

Approved by the Board of Directors:

 

/s/ “Gary Thompson”   /s/ “Ryan Goodman”
Gary Thompson   Ryan Goodman
Director   Director

 

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

 

2

 

 

Silver47 Exploration Corp.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Unaudited)

(Expressed in Canadian dollars)

 

 

       Three months ended   Nine months ended 
   Note   April 30, 2026   April 30, 2025   April 30, 2026   April 30, 2025 
       $   $         
Operating expenses                         
Exploration expenses   7    4,240,330    766,166    8,566,413    1,884,486 
General and administrative expenses   10    1,259,703    1,016,891    5,265,539    2,127,847 
Share-based compensation   8,9e   1,645,805    814,400    6,628,486    1,358,634 
Depreciation expenses        25,158    687    39,171    687 
         7,170,996    2,598,144    20,499,609    5,371,654 
Other items                         
Interest income        (303,267)   (30,233)   (532,473)   (46,074)
Flow through share premium        -    (21,909)   -    (21,909)
Change in fair value of share-based payment liabilities   8    (57,291)   (7,170)   63,022    (286,844)
Foreign exchange loss (gain)        (13,569)   224,506    17,771    8,077 
         (374,127)   165,194    (451,680)   (346,750)
                          
Net loss        6,796,869    2,763,338    20,047,929    5,024,904 
Other comprehensive income                         
Translation gain on foreign operations        (73,966)   191,765    709,063    (12,438)
                          
Comprehensive loss        6,722,903    2,955,103    20,756,992    5,012,466 
                          
Weighted average number of shares – basic and diluted        208,600,756    60,625,958    180,759,621    51,256,166 
Loss per share – basic and diluted       $0.03   $0.05   $0.11   $0.10 

 

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

 

3

 

 

Silver47 Exploration Corp.

Condensed Interim Consolidated Statements of Changes in Equity (Unaudited)

(Expressed in Canadian dollars)

 

 

                   Contributed Surplus             
   Number of Common Shares   Number of Special Warrants   Share Capital   Special Warrants   Share-based payment reserve   Warrant Reserve   Foreign Currency Translation Reserve   Accumulated Deficit   Total 
           $   $   $   $   $   $   $ 
Balance at July 31, 2024   43,746,467    6,297,393    13,743,031    4,846,430    1,176,371    1,961,238    44,848    (8,539,561)   13,232,357 
Issued capital for special warrants conversion   6,297,393    (6,297,393)   4,216,691    (4,846,430)   -    629,739    -    -    - 
Stock based compensation   -    -    -    -    680,847    -    -    -    680,847 
Issued capital for RSU settlement   925,000    -    490,250    -    -    -    -    -    490,250 
Issued capital for private placement   19,467,592    -    9,184,980    -    -    -    -    -    9,184,980 
Net loss and comprehensive loss for the period   -    -    -    -    -    -    12,438    (5,024,904)   (5,012,466)
Balance at April 30, 2025   70,436,452    -    27,634,952    -    1,857,218    2,590,977    57,286    (13,564,465)   18,575,968 
                                              
Balance at July 31, 2025   70,436,452    -    27,424,699    -    2,184,615    2,799,897    49,543    (18,670,227)   13,788,527 
Issued capital for Summa acquisition   69,191,458    -    63,656,141    -    1,302,232    4,843,897    -    -    69,802,270 
Issued capital for financings   65,715,600    -    56,351,127    -    -    1,150,023    -    -    57,501,150 
Share issuance costs   -    -    (5,694,995)   -    -    1,577,295    -    -    (4,117,700)
Issued capital for options exercised   550,000    -    579,235    -    (289,250)   -    -    -    289,985 
Issued capital for warrants exercised   1,649,609    -    1,696,178    -    -    (233,076)   -    -    1,463,102 
Issued capital for exercised RSUs   1,058,334    -    1,037,167    -    -    -    -    -    1,037,167 
Forfeited RSUs   -    -    -    -    -    (58,707)   -    246,707    188,000 
Issue capital for exploration and evaluation asset   56,902    -    36,986    -    -    -    -    -    36,986 
Share-based compensation   -    -    -    -    6,433,109    -    -    -    6,433,109 
Net loss and comprehensive loss for the period   -    -    -    -    -    -    (709,063)   (20,047,929)   (20,756,992)
Balance at April 30, 2026   208,658,355    -    145,086,538    -    9,630,706    10,079,329    (659,520)   (38,471,449)   125,665,604 

 

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

 

4

 

 

Silver47 Exploration Corp.

Condensed Interim Consolidated Statements of Cash Flows (Unaudited)

(Expressed in Canadian dollars) 

 

 

   Nine months ended 
   April 30, 2026   April 30, 2025 
   $   $ 
Cash flows used in operating activities          
Net loss   (20,047,929)   (5,024,904)
Adjusted for          
Interest income   (532,473)   (46,074)
Items not involving cash          
Depreciation expense   39,171    687 
Share-based compensation   6,628,486    1,358,634 
Flow through share premium   -    (21,909)
Change in fair value of share-based payment liabilities   63,022    (286,844)
Foreign exchange gain   -    10,402 
Net change in non-cash working capital items:          
Tax and other receivables   48,568    (48,858)
Prepaid expenses   (2,346,432)   (357,907)
Accounts payable and accrued liabilities   (1,304,428)   (1,513,880)
Net cash flows used in operating activities   (17,452,015)   (5,930,653)
           

Cash flows used in investing activities

          
Interest income received   532,473    52,492 
Investment in property and equipment   (195,368)   (7,725)
Investment in exploration and evaluation assets   (361,485)   - 
Cash acquired from acquisition of Summa   6,494,309    - 
Net cash flow provided by investing activities   6,469,929    44,767 
           

Cash flows from financing activities

          
Proceeds from financings   57,501,150    9,798,839 
Share issuance costs   (4,117,700)   (548,816)
Proceeds from exercise of options and warrants   1,753,087    - 
Net cash flow provided by financing activities   55,136,537    9,250,023 
Movement in cash and cash equivalents during the period   44,154,451    3,364,137 
Effect of exchange rate changes on cash   1,647    273 
Cash and cash equivalents, beginning of period   4,843,916    4,041,322 
Cash and cash equivalents, end of period   49,000,014    7,405,732 

 

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

 

5

 

 

Silver47 Exploration Corp.

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

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

(Expressed in Canadian dollars)

 

 

1.Nature of Operations

 

Silver47 Exploration Corp. (“Silver47” or “the Company”) is a company amalgamated in Canada on January 29, 2021. On September 11, 2023, the Company incorporated a 100% owned subsidiary, Silver47 USA Inc. (“S47 US”) under the law of the State of Delaware. On August 1, 2025, the Company acquired Summa Silver Corp. (“Summa” and its subsidiaries by way of a share exchange.

 

The Company currently trades on the TSX-V and the OTCQX Venture Market under the trading symbols “AGA” and “AAGAF” respectively.

 

The Company is engaged in mineral exploration of precious metal in Canada and USA. The Company’s head office is located at Suite 918 – 1030 West Georgia Street, Vancouver, British Columbia, V6E 2Y3, Canada.

 

2.Basis of Preparation

 

2.1 Statement of compliance

 

These unaudited condensed interim consolidated financial statements as at and for the three and nine months ended April 30, 2026 and 2025 have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting under IFRS® Accounting Standards, as issued by the International Accounting Standards Board (“IASB”) (“IFRS”). In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

 

These condensed interim consolidated financial statements should be read in conjunction with the Company’s audited annual consolidated financial statements for the years ended July 31, 2025 and 2024.

 

These condensed interim consolidated financial statements were authorized for issue by the Company’s board of directors (the “Board”) on June 29, 2026.

 

2.2 Basis of presentation

 

The Company’s condensed interim consolidated financial statements have been prepared on an accrual basis and are based on historical cost basis, except for financial instruments which are classified as fair value through profit or loss, or fair value through other comprehensive income. The Company’s consolidated financial statements are presented in Canadian dollars (“CAD”) which is the functional currency of the Company and its Canadian subsidiaries, Summa Silver Corp and 1237025 BC Ltd. The functional currency of its US subsidiaries, S47 US, Summa Silver (US) Corp., Summa Silver Nevada Inc., and 1237025 Nevada Inc. is the US dollar.

 

3.Material Accounting Policies

 

The accounting policies and methods of computation applied by the Company in these condensed interim consolidated financial statements are the same as those applied in the Company’s audited annual consolidated financial statements for the years ended July 31, 2025 and 2024.

 

4.Acquisition of Summa Silver Corp.

 

On August 1, 2025, the Company acquired 100% of the issued and outstanding shares of Summa Silver Corp. (“Summa”) and its subsidiaries whereby the Company issued a total of 68,468,133 common shares. Additionally, the Company issued 723,325 advisory shares to certain advisors. The fair value of the share consideration issued was $63,656,141, based on the Company’s share price on the acquisition date. The fair value was determined using a level 1 input on August 1, 2025, the date of issuance. In addition, all outstanding stock options of Summa were exchanged for stock options of Silver47 (the “Replacement Options”) and all outstanding warrants of Summa became exercisable to acquire Silver47 common shares (the “Replacement Warrants”). The Company also issued 723,325 advisory warrants to certain advisors who consulted on the transaction (the “Advisory Warrants”).

 

6

 

 

Silver47 Exploration Corp.

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

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

(Expressed in Canadian dollars)

 

 

4.Acquisition of Summa Silver Corp. (continued)

 

The Company accounted for the acquisition of Summa as an asset acquisition, as it did not meet the definition of a business under IFRS 3 Business Combinations. Accordingly, the transaction has been measured at the fair value of the equity consideration paid as determined based on IFRS 2, Share Based Payments. The following table summarizes the total consideration, the fair value of the acquired identifiable assets and liabilities assumed as of the date of acquisition:

 

Fair value of common shares issued (Note 9)  $63,656,141 
Fair value of Replacement Options (Note 9)   1,302,232 
Fair value of Replacement Warrants (Note 9)   4,511,196 
Fair value of Advisory Warrants (Note 9)   332,701 
Total consideration  $69,802,270 
      
Assets acquired:     
Cash  $6,494,309 
Receivables   125,686 
Prepaid expenses   237,665 
Restricted cash   218,339 
Prepaid expenses – non-current   44,150 
Exploration and evaluation assets   63,833,689 
Accounts payable and accrued liabilities   (1,151,568)
Net assets acquired  $69,802,270 

The excess of purchase consideration over the net assets acquired was allocated across the exploration and evaluation assets acquired on a pro-rata basis (Note 7).

 

5.Cash and cash equivalents

 

Cash and cash equivalents include cash in the bank, and short term GICs. As at April 30, 2026, the short term GICs carried interest rates of 1.45% per annum (July 31, 2025: 1.45% to 2.90%). A summary of cash and cash equivalents is as follow:

 

   April 30, 2026   July 31, 2025 
Cash  $48,919,724   $4,413,626 
Short term GICs   80,290    430,290 
Total  $49,000,014   $4,843,916 

 

6.Prepaid expenses

 

As at April 30, 2026, the Company had $2,261,885 (July 31, 2025 - $314,141) prepaid general and administrative expenses and $799,096 prepaid exploration expenses (July 31, 2025 - $192,767).

 

7.Exploration and Evaluation Assets

 

Exploration and Evaluation (“E&E”) assets consist of costs to acquire the Company’s projects which are pending determination of technical feasibility and commercial viability in Canada and USA.

 

Michelle Project

 

On November 2, 2021, the Company finalized a purchase agreement with Silver Range Resources Ltd. (“Silver Range”) to acquire 100% interest in the Silver-Lead Zinc-Antimony-Gallium Project (“Michelle Property”) located in central Yukon.

 

7

 

 

Silver47 Exploration Corp.

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

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

(Expressed in Canadian dollars)

 

 

7.Exploration and Evaluation Assets (continued)

 

On November 15, 2021, the Company issued 5,650,000 common shares to Silver Range at a price of $0.50 per share with total cost of $2,825,000 to close the purchase and sale transaction as below:

 

The Company owns 100% interest in the Michelle Property
Granting Silver Range a 1% Net Smelter Return. The Company will have a right of first refusal on the sale of the royalty.

 

Adams Plateau Project

 

From August 30, 2022 to May 18, 2023, the Company signed 4 Mineral Claims Purchase Sales Agreements (the “AP Agreements”) with 6 beneficiary owners of Adams Plateau Property (the “AP Property”) located in Kamloops, British Columbia to acquire the AP Property. Pursuant to the AP Agreements, the Company obtained 100% interest in the AP Property with total cost of $230,500 and commitments as below:

 

From August 30, 2022 to May 18, 2023, the Company paid 6 beneficiary owners total of $78,000 in cash;
On March 24, 2023, the Company issued 200,000 common shares to 3 beneficiary owners at a price of $0.75 to $0.80 with total value of $152,500.
Granting 1 beneficiary owner a 1% Net Smelter Return (the “Royalty”) on all minerals produced from the AP property; and
Silver47 holds the option to purchase the 1% Royalty from the beneficiary owner at any time prior to commercial production for $500,000 payable in cash or shares or any combination thereof.

 

Red Mountain Project

 

On October 6, 2023, the Company closed purchase transactions under the Mineral Property Purchase and Sales Agreement with White Rock and its subsidiary companies, Atlas Resources Pty Ltd., and White Rock (RM) Inc. (collectively, the “Sellers”) to acquire 100% of Red Mountain VMS Project (the “RM Property”) located in central Alaska, USA with cost of $8,048,400 including below:

 

US$400,000 in cash.
10,000,000 common shares of the Company issued at a price of $0.75 (the “Deemed Issue Price”) for total value of $7,500,000.

 

The Company and Sellers also agreed to the following responsibility which arise post-closing:

 

Carry forward work credits for the Property of USD $385,100 each year from September 1, 2023 through September 26, 2026 will be available to apply for the Company.

 

Hughes Project

 

On August 1, 2025, the Company acquired the Hughes Project in connection with its acquisition of Summa (Note 4). The Hughes Project is wholly owned by the Company as all option payment requirements were completed by Summa in 2022. The project is subject to a 1% net smelter royalty which may be reduced to 0.5% for additional payments of US$4,000,000.

 

Mogollon Project

 

On August 1, 2025, the Company acquired the Mogollon Project in connection with its acquisition of Summa (Note 4). The Mogollon Project was subject to an option agreement for which the requirements were fulfilled in 2023 by Summa, however, the project remains subject to certain mining lease agreements. The payment terms of the mining lease agreements are as follows:

 

8

 

 

Silver47 Exploration Corp.

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

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

(Expressed in Canadian dollars)

 

 

7.Exploration and Evaluation Assets (continued)

 

$82,240 (US$63,042) on signing of the amended agreement (paid);
An additional US$99,067 on or before the 12-month anniversary, and each successive anniversary thereafter. Of the annual payments, as much as 75% may be paid in shares at least six months prior to the anniversary date, at the option of the Company. During the three and nine months ended April 30, 2026, the Company made cash payments to these lessors of $100,205 (US$67,771) and issued 56,902 common shares with a fair value of $36,986 as advance lease payment to the lessors.

 

The Company has an additional lease agreement on the Mogollon property which was initially negotiated on April 9, 2019. Pursuant to this lease, the Company owes an annual base payment of US$10,000, which is adjusted to an amount equal to the change in the Production Price Index for industrial commodities as published by the United States Bureau of Labor Statistics on each anniversary.

 

The Company will also be subject to a production royalty on certain portions of the property of 4%. Portions of this royalty area may be brought down to 2% for staged payments of US$3,000,000.

 

On November 22, 2021, the Company signed an additional option agreement to earn a 100% interest in two patented mining claims (the “Patents”) covering the Eberle Mine immediately adjacent to the Mogollon property. The Company may earn a 100% interest in the Patents by making cash payments totaling US$700,000 over four years as follows:

 

$128,884 (US$100,000) on signing of the option agreement (paid);
An additional $199,320 (US$150,000) on or before the 12-month anniversary (paid);
An additional $207,285 (US$150,000) on or before the 24-month anniversary (paid);
An additional $209,160 (US$150,000) on or before the 36-month anniversary (paid); and
An additional US$150,000 on or before the 48-month anniversary (paid $209,457 during the nine months ended April 30, 2026).

 

As of April 30, 2026, the payments with respect to the Eberle Mine has been completed. As a result, the Company will not be subject to any underlying royalties or other encumbrances.

 

Kennedy Project

 

On August 1, 2025, the Company acquired the Kennedy Project in connection with its acquisition of Summa (Note 4). The Kennedy Project was initially staked by Summa in 2025.

 

As at April 30, 2026, the Company has invested as below to acquire various projects as a result of the above transactions:

 

   Michelle Project   Adams Plateau Project   Red Mountain Project   Hughes Project   Mogollon Project   Kennedy Project   Total 
   $   $   $   $   $   $   $ 
Balance as of July 31, 2024   2,825,000    230,500    8,120,594    -    -    -    11,176,094 
Currency translation adjustment   -    -    20,582    -    -    -    20,582 
Balance as of July 31, 2025   2,825,000    230,500    8,141,176    -    -    -    11,196,676 
Acquired from Summa (Note 4)   -    -    -    36,619,354    27,050,712    163,623    63,833,689 
Additions   -    5,000    -    -    356,485    -    361,485 
Currency translation adjustment   -    -    (126,357)   (312,382)   (157,236)   (1,535)   (597,510)
Balance as of April 30, 2026   2,825,000    235,500    8,014,819    36,306,972    27,249,961    162,088    74,794,340 

 

During the three and nine months ended April 30, 2026 and 2025, the Company incurred the following exploration expenditures:

 

9

 

 

Silver47 Exploration Corp.

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

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

(Expressed in Canadian dollars)

 

 

7.Exploration and Evaluation Assets (continued)

 

   For the three months ended   For the nine months ended 
  

April 30,

2026

  

April 30,

2025

  

April 30,

2026

  

April 30,

2025

 
   $   $   $   $ 
Geology data and software   -    8,882    -    23,294 
Insurance   -    3,510    -    10,951 
Outsource drilling and exploration expenses   3,653,815    449,135    5,813,694    1,213,765 
Permitting   140,253    114,011    1,030,112    348,060 
Salary expense   243,710    183,841    1,520,055    264,416 
Sampling and studies   202,552    -    202,552    - 
Travel   -    6,787    -    24,000 
Total   4,240,330    766,166    8,566,413    1,884,486 

 

8.Share Based Payment Liabilities

 

Under the Company’s Share Compensation Plan (the “Plan”), the RSUs granted shall become vested in accordance with schedules set up in the RSU agreements. At the option of the participant, the participant may choose to receive (i) a lump sum payment in cash equal to the number of vested RSUs multiplied by the market value of a common share on the payout date; (ii) the number of underlying common shares or; (iii) any combination of the foregoing.

 

The Company measures the cost of cash-settled share-based transactions by reference to the fair value of the equity instruments at the date at which they are granted.

 

Until the liabilities are settled, the Company remeasure the fair value of the liabilities at the end of each reporting period and at the date of settlement, with any changes in fair value recognised in profit or loss for the period.

 

During the three and nine months ended April 30, 2026, the Company recognized a gain of $57,291 and a loss of $63,022, respectively, (2025 – gain of $7,170 and $286,844) on changes of fair value for share-based payment liabilities.

 

The changes in RSUs during the nine months ended April 30, 2026 and year ended July 31, 2025 are as follows:

 

   Number of RSUs 
RSUs outstanding, as at July 31, 2024   2,350,000 
Granted   800,0001 
Exercised   (925,000)
RSUs outstanding, as at July 31, 2025   2,225,000 
Granted   180,0001 
Settlement   (1,058,334)
Forfeited   (200,000)
RSUs outstanding, as at April 30, 2026   1,146,666 

 

1 RSU granted to outside service provider for service provided (Note 9g).

 

Total share-based compensation expenses of $15,625 and $195,150 (2025 - $154,427 and $677,786) for the three and nine months ended April 30, 2026 was recognized.

 

As at April 30, 2026, share based payment liabilities were $108,334 (July 31, 2025 - $1,075,329) based on the estimated fair value of $0.65 (July 31, 2025 - $0.94). The RSUs vest and are payable based on vesting schedules set up in the RSU agreements.

 

10

 

 

Silver47 Exploration Corp.

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

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

(Expressed in Canadian dollars)

 

 

8.Share Based Payment Liabilities (Continued)

 

On January 14, 2026, the Company issued 1,058,334 common shares pursuant to the settlement of certain RSUs. The RSU’s had a fair value of $1,037,167 on the date of settlement which was reclassified to share capital.

 

On the same date, 200,000 RSUs were forfeited. The fair value of the forfeited RSUs was $188,000 and was reclassified to deficit on forfeiture.

 

9.Share Capital

 

a)Authorized

 

Unlimited number of common shares with no par value.

 

b)Issued and Outstanding

 

As at April 30, 2026, the Company has the following common shares issued:

 

   Number of Common Shares  

Share Capital

$

 
Balance at July 31, 2024   43,746,467    13,743,031 
Issued capital for special warrants conversion   6,297,393    4,216,691 
Issued capital for special RSU settlement   925,000    490,250 
Issued capital for private placement   19,467,592    8,974,727 
Balance at July 31, 2025   70,436,452    27,424,699 
Issued capital for Summa acquisition   69,191,458    63,656,141 
Issued capital for financings   65,715,600    50,656,132 
Issued capital for restricted share units   1,058,334    1,037,167 
Issued capital for option and warrant exercise   2,199,609    2,275,413 
Issued capital for Mogollon lease payments   56,902    36,986 
Balance at April 30, 2026   208,658,355    145,086,538 

 

On November 6, 2024, the Company issued 6,297,393 common shares to exercise Special Warrants issued in the private placement during year ended July 31, 2024 (Note 9f).

 

From March 5 to April 4, 2025, the Company completed non-broker private placements. The Company issued 18,538,400 units of common share at $0.50 each (the ‘Unit”) for gross proceeds of $9,269,200, and 929,192 flow-through unit at $0.57 each (the “FT Unit”) for gross proceeds of $529,639 (the “Non-Broker Offering”). $65,044 flow through share liabilities recognized for the FT Units issued.

 

Each Unit consists of one common share of the Company (the “Common Share”) and one-half of one common share purchase ‎warrant (a “Half-Warrant”, with two Half-Warrants being referred to as a “Warrant”). Each Warrant shall entitle the holder thereof to acquire one Common Share at a price of $0.75‎ within 36 months ‎following issuance.

 

Each FT Unit consists of one Common Share and a Half-Warrant (subject to the same terms as indicated above), each issued as a “flow-through share” pursuant to the Income Tax Act (Canada).

 

The Company paid the finder’s fee of $336,233 and the legal and transfer agent fees of $213,916 for the Non-Broker Offering.

 

On April 9, 2025, the Company issued 925,000 common shares to settle RSUs vested for a total value of $490,250 (Note 8).

 

11

 

 

Silver47 Exploration Corp.

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

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

(Expressed in Canadian dollars)

 

 

9.Share Capital (Continued)

 

On August 1, 2025, the Company issued 69,191,458 common shares in connection with its acquisition of Summa (Note 4).

 

On August 12, 2025, the Company issued 25,000 common shares for proceeds of $15,000 pursuant to the exercise of stock options.

 

On September 16, 2025, the Company closed a brokered financing whereby the Company issued 32,857,800 units for gross proceeds of $23,000,460. Each unit consists of one common share and one-half warrant, with each full warrant being exercisable into a common share of the Company at $1.00. No value was ascribed to the warrants under the residual method.

 

In connection with the financing, the Company paid cash commissions of $1,193,175 and issued an aggregate of 1,960,740 broker warrants of the Company. Each broker warrant is exercisable to acquire one common share at a price of $0.70 until September 16, 2028. The fair value of the broker warrants was determined to be $718,777 using the Black-Scholes Option Pricing Model. In addition, the Company incurred other share issuance costs of $353,784.

 

On October 17, 2025, the Company issued 100,000 common shares for proceeds of $50,000 pursuant to the exercise of stock options.

 

On October 21, 2025, the Company issued 300,000 common shares for proceeds of $150,000 pursuant to the exercise of stock options.

 

On January 8, 2026, the Company issued 100,000 common shares for proceeds of $60,000 pursuant to the exercise of stock options

 

On January 14, 2026, the Company issued 1,058,334 common shares to settle certain RSUs which had a fair value of $1,037,167 on the date of settlement.

 

On January 14, 2026, the Company completed a bought deal public offering of 32,857,800 units at $1.05 per unit for gross proceeds of $34,500,690, with each unit consisting of one common share and one-half of a common share purchase warrant exercisable at $1.40 per share until January 14, 2029. The Company allocated $1,150,023 to the warrant component under the residual method.

 

In connection with the financing, the Company paid cash commissions of $1,965,433 and issued an aggregate of 1,970,887 broker warrants of the Company. Each broker warrant is exercisable to acquire one common share at a price of $1.05 until January 14, 2029. The fair value of the broker warrants was determined to be $858,518 using the Black-Scholes Option Pricing Model. In addition, the Company incurred other share issuance costs of $605,308.

 

On April 24, 2026, the Company issued 56,902 common shares to pursuant to certain mining lease agreements respecting the Mogollon Property (Note 7). The common shares had a fair value of $36,986 based on the Company’s share price on the date of issuance.

 

During the nine months ended April 30, 2026, the Company issued 1,649,609 common shares for proceeds of $1,463,102 pursuant to the exercise of warrants.

 

c)Escrow shares

 

As at April 30, 2026, there were 5,295,636 shares in escrow (July 31, 2025 – 5,393,027).

 

12

 

 

Silver47 Exploration Corp.

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

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

(Expressed in Canadian dollars)

 

 

9.Share Capital (Continued)

 

d)Share options

 

On September 30, 2021, the Company has implemented a Share Compensation Plan (“the Plan”) in which 10% of the total number of common shares that are issued and outstanding can be granted. All stock options expire in ten years and vest based on terms and conditions set out in the stock option agreements. A summary of the Company’s stock option plan activities is as follows:

 

   Number of Options   Weighted Average Exercise Price 
Options outstanding, as at July 31, 2024   1,950,000   $0.51 
Granted   2,600,000   $0.60 
Options outstanding, as at July 31, 2025   4,550,000   $0.56 
Replacement Options issued (Note 4)   4,451,070   $1.81 
Granted   10,980,000   $1.15 
Exercised   (550,000)  $0.53 
Expired   (1,214,740)  $2.65 
Options outstanding, as at April 30, 2026   18,216,330   $0.92 

 

As April 30, 2026, the weighted-average life of the options outstanding was 4.77 years (July 31, 2025 – 8.22 years).

 

Details of stock options outstanding as at April 30, 2026 were as follows:

 

Exercise price   Remaining contractual life   Number of options outstanding   Number of options exercisable   Expiry date
$2.08    0.69    611,330    611,330   January 7, 2027
$1.64    1.12    90,400    90,400   June 14, 2027
$1.77    1.76    720,940    720,940   February 1, 2028
$0.83    2.35    80,000    80,000   September 3, 2028
$1.38    2.61    928,860    928,860   December 6, 2028
$0.89    3.74    1,084,800    1,084,800   January 24, 2030
$0.78    4.39    5,300,000    5,300,000   September 19, 2030
$0.99    4.73    5,600,000    1,400,000   January 21, 2031
$0.50    5.42    1,450,000    1,450,000   September 20, 2031
$0.75    7.59    100,000    50,000   November 30, 2033
$0.60    8.93    2,250,000    2,250,000   April 4, 2035
 Total    4.77    18,216,330    16,837,585    

 

During the nine months ended April 30, 2026, the Company issued a total of 4,451,070 stock options to the former Summa option holders, pursuant to its acquisition of Summa (Note 4). The weighted average assumptions used in the Black-Scholes option pricing model for the Replacement Options is as follows:

 

Risk-free rate   2.75%
Dividend yield   nil 
Annualized volatility   87.28%
Exercise price  $1.81 
Stock price at grant date  $0.92 
Expected life   2.49 years 

 

13

 

 

Silver47 Exploration Corp.

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

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

(Expressed in Canadian dollars)

 

 

9.Share Capital (continued)

 

Total share-based compensation expenses of $1,521,855 and $6,122,514 (2025 – $659,973 and $680,848) for the three and nine months ended April 30, 2026 were recognized based on the estimated fair value of the options on the grant date. The weighted average assumptions used in the Black-Scholes option pricing model for the options issued during the period are as follows:

 

   2026   2025 
Risk-free rate   2.85%   2.89%
Dividend yield   nil    nil 
Annualized volatility   91%   121.44%
Fair value at grant date  $0.88   $0.60 
Expected life    5 years    10 years 

 

e)Special Warrants

 

The following was a summary of special warrant outstanding as at April 30, 2026:

 

  

Number of

Special Warrants

  

Special Warrants

Capital

 
   #   $ 
Special warrants outstanding and exercisable, as at July 31, 2024   6,297,393    4,846,430 
Special warrants converted   (6,297,393)   (4,846,430)
Special warrants outstanding and exercisable, as at July 31, 2025 and April 30, 2026   -    - 

 

On April 2, 2024, the board of the Company approved to complete a private placement of up to 6,250,000 Special Warrants of the Company, in one or more tranches, at a price of $0.80 per Special Warrant for aggregate proceeds of up to $5,000,000 (the “Private Placement”). Each Special Warrant entitles the holder to receive one unit of Common Share of the Company and one half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant entitles the holder to purchase one Common Share at price of $1.00 per share until the expire date.

 

During the year ended July 31, 2024, the Company issued 6,297,393 Special Warrants for proceeds of $5,037,915 under the terms of the Private Placement. Finder’s fee consists of $82,403 in cash and 103,005 Warrants valued at $41,271 using Black-Scholes pricing model (Note 9g). The Company also incurred $67,810 in cash related to share issuance costs.

 

On November 6, 2024, the Company issued 6,297,393 common shares and 3,148,695 warrants to exercise 6,297,393 Special Warrants issued in the private placement during the year ended July 31, 2024.

 

A fair value of $4,408,175 was attributed to share capital based on $0.70 per common share on the first day the Company listed on TSX Venture Exchange (“TSXV”). The residual value of $629,739 was attributed to the warrants.

 

Upon conversion of Special Warrants to Common Shares and Warrants, the Company recognized $191,484 Special Warrants issuance cost as share issuance cost.

 

As at April 30, 2026, the Company has Nil (July 31, 2025 – Nil) Special Warrants outstanding.

 

f)Warrants

 

The following is a summary of warrant transactions for the nine months ended April 30, 2026:

 

14

 

 

Silver47 Exploration Corp.

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

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

(Expressed in Canadian dollars)

 

 

9.Share Capital (continued)

 

   Number of Warrants 
Warrants outstanding, as at July 31, 2024   7,211,048 
Granted   13,551,649 
Warrants outstanding, as at July 31, 2025   20,762,697 
Replacement Warrants issued (Note 4)   15,155,308 
Granted   36,789,427 
Expired   (3,262,805)
Exercised   (1,649,609)
Warrants outstanding, as at April 30, 2026   67,795,018 

 

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

 

Expire Date  Exercise Price $   Number of Warrants Outstanding   Remaining Contractual Life (years) 
November 1, 2026   0.89 – 1.22    4,027,763    0.51 
November 14, 2026    0.75 - 1.00     10,354,930    0.54 
August 1, 2027   0.56 – 0.80    7,316,300    1.25 
March 05, 2028   0.75    3,643,296    1.85 
March 12, 2028   0.75    2,513,722    1.87 
March 21, 2028   0.75    1,928,425    1.89 
April 02, 2028   0.75    1,847,205    1.93 
September 19, 2028   0.70 – 1.00    17,763,590    2.39 
January 14, 2029   1.05-1.40    18,399,787    2.71 
         67,795,018    2.01 

 

During the nine months ended April 30, 2026, the Company assumed a total of 15,155,308 warrants which are exercisable into Silver47 common shares, pursuant to its acquisition of Summa (Note 4). The weighted average assumptions used in the Black-Scholes option pricing model for the Replacement Warrants is as follows:

 

Risk-free rate   2.69%
Dividend yield   nil 
Annualized volatility   86.34%
Exercise price  $1.27 
Stock price at grant date  $0.92 
Expected life   1.45 years 

 

During the nine months ended April 30, 2026, the Company issued certain common share purchase warrants as broker warrants in connection with its financings. The Company recorded their respective fair values as a share issuance cost. The fair value of the warrants granted was determined on the date of grant using Black-Scholes option pricing model with following assumptions:

 

15

 

 

Silver47 Exploration Corp.

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

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

(Expressed in Canadian dollars)

 

 

9.Share Capital (continued)

 

Grant date  September 19, 2025   January 14, 2026 
Risk-free rate   2.46%   2.53%
Warrants exercise price  $0.70   $1.05 
Dividend yield   Nil    Nil 
Annualized volatility   83.70%   84.45%
Expected life   2 years    2 years 
Fair value  $718,777   $858,518 

 

g)Equity-settled share -based payments

 

On May 15, 2025, the Company issued 800,000 RSUs to a service provider for 2-year services. On September 19, 2025, the Company issued 180,000 RSUs to a service provider for 2-year services. During the three and nine months ended April 30, 2026, $108,325 and $310,822, respectively in service cost and equity-settled share-based payments was recognized based on an average share price of $0.81.

 

10.General and administrative expenses

 

General and administrative expenses for the three and nine months ended April 30, 2026, and 2025:

 

   For the three months ended   For the nine months ended 
   April 30, 2026   April 30, 2025   April 30, 2026   April 30, 2025 
   $   $   $   $ 
Consulting fees   263,482    287,260    1,389,843    509,137 
Management and directors’ fee   268,998    520,000    1,347,354    677,500 
Marketing and investor relation fees   458,782    123,286    1,420,789    451,848 
Office and administrative   171,327    32,581    588,828    71,026 
Professional fees   82,151    43,098    327,569    377,974 
Transfer agent and filing fees   14,963    10,666    191,156    40,362 
Total   1,259,703    1,016,891    5,265,539    2,127,847 

 

11.Financial Instruments

 

11.1 Financial risk management objectives and policies

 

The financial risk arising from the Company’s operations are credit risk and liquidity risk. These risks arise from the normal course of operations and all transactions undertaken are to support the Company’s ability to continue as a going concern. The risks associated with these financial instruments and the policies on how the Company mitigates these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner.

 

11.2 Fair value of financial instruments

 

The fair value hierarchy established by IFRS 13 Fair Value Measurement has three levels to classify the inputs to valuation techniques used to measure fair value as described below:

 

Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities;

 

Level 2 – inputs other than quoted market prices that are observable for the assets or liabilities either directly or indirectly; and

 

Level 3 – inputs that are not based on observable market data.

 

16

 

 

Silver47 Exploration Corp.

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

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

(Expressed in Canadian dollars)

 

 

11.Financial Instruments (continued)

 

Financial Instruments   Classification
Cash and cash equivalents   Amortized cost
Accounts payable and accrued liabilities   Amortized cost
Share based payment liabilities   Fair value through profit and loss

 

The fair value of the Company’s financial instruments carried at amortized cost approximate their carrying values due to their short-term nature.

 

11.3 Credit risk

 

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. Credit risk for the Company is primarily associated with the Company’s bank balances. The Company mitigates credit risk associated with its bank balance by holding cash with large, reputable financial institutions.

 

11.4 Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to settle or manage its obligations associated with financial liabilities. To manage liquidity risk, the Company closely monitors its liquidity position and ensures it has adequate sources of funding to finance its projects and operations. The Company’s working capital as at April 30, 2026 was $50,490,703 (July 31, 2025 – $2,583,701). The Company’s accounts payable and accrued liabilities are expected to be realized or settled, respectively, within a one-year period.

 

12.Related Party Transactions

 

Transaction with Key Management Personnel

 

Key management personnel are persons responsible for planning, directing and controlling the activities of an entity. The remuneration of directors and key management personnel during the three and nine months ended April 30, 2026, and 2025 were as follows:

 

   For the three months ended   For the nine months ended 
   April 30, 2026   April 30, 2025   April 30, 2026   April 30, 2025 
Management consulting fees  $150,000   $420,000   $739,200   $557,500 
Director’s fees   118,998    100,000    608,154    120,000 
Share-based compensation   1,050,526    326,546    4,071,083    556,233 
Total  $1,319,524   $846,546   $5,418,437   $1,233,733 

 

As at April 30, 2026, there was $nil (July 31, 2025 - $323) due to related parties included in accounts payables and accrued liabilities.

 

17