The Company adopted a Long-Term Incentive Plan (the “LTIP”) under which it is authorized to grant stock options and RSUs to officers, directors, employees, and consultants, enabling them to acquire common shares of the Company. The purpose of the LTIP is to attract, retain and motivate performance. The LTIP is administered by the Board of Directors which determines the terms pursuant to which any awards are granted. The number of shares reserved for issuance under the LTIP cannot exceed 10% of the outstanding common shares at the time of the grant. The options granted have a maximum term of five years and vest as determined by the Board of Directors.

The Company also issues warrants related to external financing and officer performance.

Total compensation expense recognized for stock-based compensation for the three and nine months ended September 30, 2026 and 2025 was as follows:

 Schedule of total compensation expense recognized

Stock Options

A summary of stock option activity within the Company’s LTIP plan for the nine months ended September 30, 2026 and 2025 is as follows:

Based on the Company’s closing stock price at September 30, 2026, the intrinsic value of the balance of stock options and vested stock options was $8,805,940 and $8,584,904, respectively.

On February 1, 2025, the Company issued 50,000 stock options to the Chief Financial Officer. The incentive stock options vest one-third immediately, and one-third at each February 1, 2026 and 2027, have a 5-year term, and an exercise price of $3.10. The underlying weighted average assumptions used in the estimation of fair value in the Black-Scholes valuation model are as follows: risk free rate of 4.35%; expected life of 5 years; expected volatility 168%; and estimated share price $3.10.

On March 3, 2025, the Company granted 750,000 options to directors, officers, and employees. The incentive stock options vested immediately, have a 5-year term, and an exercise price of $3.10. The underlying weighted average assumptions used in the estimation of fair value in the Black-Scholes valuation model are as follows: risk free rate of 3.97%; expected life of 5 years; expected volatility 165%; and estimated share price $3.10.

On April 14, 2025, the Company granted 60,000 options to the vice president of exploration. The incentives stock options vested immediately, have a 5-year term, and an exercise price of $3.10. The underlying weighted average assumptions used in the estimation of fair value in the Black-Scholes valuation model are as follows: risk free rate of 4.02%; expected life of 5 years; expected volatility 141%; and estimated share price $3.10.

On May 19, 2026, the Company granted 281,000 options to officers and employees. The incentive stock options vested one-third on the first anniversary of the grant, and one-third on each subsequent anniversary, have a 5-year term, and an exercise price of $11.50. The underlying weighted average assumptions used in the estimation of fair value in the Black-Scholes valuation model are as follows: risk free rate of 4.32%; expected life of 3 years; expected volatility 168%; and estimated share price $11.50.

On June 26, 2026, the Company granted 60,000 options to certain consultants. The stock options vested one-third on the first anniversary of the grant, and one-third on each subsequent anniversary, have a 5-year term, and an exercise price of $11.50. The underlying weighted average assumptions used in the estimation of fair value in the Black-Scholes valuation model are as follows: risk free rate of 4.12%; expected life of 5 years; expected volatility 168%; and estimated share price $11.50.

On August 26, 2026, the Company granted 542,000 options to certain officers and employees. The incentive stock options vested one-third on the first anniversary of the grant, and one-third on each subsequent anniversary, have a 5-year term, and an exercise price of $8.86. The underlying weighted average assumptions used in the estimation of fair value in the Black-Scholes valuation model are as follows: risk free rate of 4.37%; expected life of 3 years; expected volatility 82.8%; and estimated share price $8.86.

On September 3, 2026, the Company granted 56,000 options to certain employees. The incentive stock options vested one-third on the first anniversary of the grant, and one-third on each subsequent anniversary, have a 5-year term, and an exercise price of $8.53. The underlying weighted average assumptions used in the estimation of fair value in the Black-Scholes valuation model are as follows: risk free rate of 4.52%; expected life of 3 years; expected volatility 82.8%; and estimated share price $8.53

For the 985,666 unvested stock options as of September 30, 2026, the unrecognized stock-based compensation is $6,431,437.

Restricted Stock Units

The Company provides equity compensation in the form of RSUs to certain eligible employees and directors. The deemed fair values of the unvested RSUs are between $3.00 and $11.50.

On February 1, 2025, the Company granted 100,000 RSUs to the chief executive officer that vested immediately. These RSUs were subsequently distributed on April 1, 2025.

The Company issued 31,882 RSUs on March 31, 2025 and 44,838 RSUs on June 30, 2025 to our directors. These RSUs vest only if there has been a change of control, the sale of a majority of the Company’s assets, or if a director leaves the Board of Directors. As such, no stock-based compensation has been recognized in 2025 for these RSUs.

The Company granted 44,838 RSUs on September 30, 2025 to our directors. These RSUs vest only if there has been a change of control, the sale of a majority of the Company’s assets, or if a director leaves the Board of Directors. As such, no stock-based compensation has been recognized in 2025 for these RSUs.

The Company issued 10,293 RSUs on March 31, 2026 to our directors. Similar to the 2025 director RSUs, these RSUs vest only if there has been a change of control, the sale of a majority of the Company’s assets, or if a director leaves the Board of Directors. As such, no stock-based compensation has been recognized in 2026 for these RSUs.

On May 19, 2026 the Company granted 13,500 RSUs to the Chief Operating Officer, 3,500 of which vest in six months subsequent to our IPO, and 10,000 of which upon successful completion of the rehabilitation of the Chief Joseph portal on our Rainbow Block Property.

On August 26, 2026 the Company granted 15,685 RSUs to our directors. Similar to the 2025 director RSUs, these RSUs vest only if there has been a change of control, the sale of a majority of the Company’s assets, or if a director leaves the Board of Directors. As such, no stock-based compensation has been recognized in 2026 for these RSUs.

On September 30, 2026 the Company granted 15,846 RSUs to our directors. Similar to the 2025 director RSUs, these RSUs vest only if there has been a change of control, the sale of a majority of the Company’s assets, or if a director leaves the Board of Directors. As such, no stock-based compensation has been recognized in 2026 for these RSUs.

A summary of activity related to restricted share units (“RSUs”) during the nine-month period ended September 30, 2026, is presented below:

 Schedule of activity related to restricted share units

For the outstanding RSUs as of September 30, 2026, the unrecognized stock-based compensation is $935,549.

Warrants

A summary of the Company’s warrant activity related to financing events for the nine months ended September 30, 2026 and 2025 are as follows:

For the nine months ended September 30, 2025, common share purchase warrants of 215,872 were issued as part of financing transactions. See Note 10 for further details.

In addition to the above warrants, on January 27, 2025, the Company issued 1,400,000 Performance Warrants to the chief executive officer pursuant to his executive employment agreement. The vesting of these warrants is subject to several performance milestones, including the completion of the Lane F acquisition, purchase of the Goldsmith Block (see Note 6) and completion of a public offering. As of September 30, 2026, 1,200,000 of the warrants have vested. The warrants are exercisable at $3.10 per share; fair value of $2.70; expire January 27, 2035. For these warrants, the Company used a risk-free rate of 4.55%; expected life of 10 years; and expected volatility of 167%. The unrecognized impact of these unvested warrants was $536,200.