Jaguar Uranium Corp. 10-K

Item 8. Financial Statements and Supplementary Data JAGUAR URANIUM CORP. Index to Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID 173) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023 F-4 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2025, 2024 and 2023 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 F-6 Notes to Consolidated Financial Statements F-7 F- 1 Report of Independent Registered Public Accounting Firm REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Jaguar Uranium Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Jaguar Uranium Corp. (the “Company”) and its subsidiaries (collectively referred to as the “Group”), as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, consolidated statements of changes in equity, and consolidated statements of cash flows, for each of the two years ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial positions of the Group as of December 31, 2025, and 2024, and the results of its operations and its cash flows, for each of the two years ended December 31, 2025, in conformity with generally accepted accounting principles in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Group is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Summit Group CPAs, P.C. (PCAOB ID: 5910 ) Summit Group CPAs, P.C. We have served as the Group’s auditor since 2025. New York, New York March 27, 2026 F- 2 JAGUAR URANIUM CORP. BALANCE SHEETS AS OF DECEMBER 31, 2025 AND DECEMBER 31, 2024 2025 2024 ASSETS Current assets Cash and cash equivalents $ 82,444 $ 103,884 Prepaid expenses and other assets 98,102 273,236 Total current assets 180,546 377,120 Non-current assets Mineral properties 8,150,000 8,150,000 Property and equipment, net 38,865 44,218 8,188,865 8,194,218 TOTAL ASSETS $ 8,369,411 $ 8,571,338 LIABILITIES Current liabilities Accounts payable and other liabilities $ 953,442 $ 434,336 Total current liabilities 953,442 434,336 Non-current liabilities: Deferred tax liability 1,400,000 1,400,000 Convertible debentures 150,000 — TOTAL LIABILITIES 2,503,442 1,834,336 SHAREHOLDERS’ EQUITY Common stock, Class A, $ Nil par value: unlimited authorized, 9,057,020 (2024 - 8,564,020 ) shares issued and outstanding — — Additional paid-in capital 16,373,320 12,590,607 Accumulated deficit ( 10,507,351 ) ( 5,853,605 ) TOTAL SHAREHOLDERS’ EQUITY 5,865,969 6,737,002 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 8,369,411 $ 8,571,338 The accompanying notes are an integral part of these financial statements. F- 3 JAGUAR URANIUM CORP. UNAUDITED CONDENSED CONSOLIDATED IBNTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 Year ended December 31, 2025 Year ended December 31, 2024 REVENUE $ — $ — OPERATING EXPENSES: General and administrative expenses 1,543,486 1,432,236 Legal and professional fees 503,849 787,994 Mineral properties impairment — 3,620,449 Depreciation 5,484 3,450 Exploration and evaluation expenditures 277,744 1,497,523 TOTAL OPERATING EXPENSES 2,330,563 7,341,652 OTHER INCOME AND EXPENSES Interest and other (income) expense 941 ( 370,215 ) Foreign exchange (gain) ( 16,983 ) ( 149,547 ) LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE 2,314,521 6,821,889 Deferred tax recovery — ( 1,059,914 ) NET LOSS AND COMPREHENSIVE LOSS $ 2,314,521 $ 5,761,975 BASIC AND DILUTED LOSS PER SHARE $ ( 0.26 ) $ ( 0.83 ) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED 8,846,321 6,949,555 The accompanying notes are an integral part of these financial statements. F- 4 JAGUAR URANIUM CORP. UNAUDITED CONDENSED CONSOLIDATED IBNTERIM STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 Number of Shares Amount Additional paid-in capital Accumulated deficit Total Shareholders’ Equity BALANCE AT DECEMBER 31, 2024 8,546,020 $ — $ 12,590,607 $ ( 5,853,605 ) $ 6,737,002 Exercise of warrants 423,000 — 423,000 — 423,000 Deemed dividend - warrant modification and inducement — — 2,339,225 ( 2,339,225 ) — Shares issued for unit subscription 70,000 — 350,000 — 350,000 Share-based compensation 18,000 — 670,488 — 670,488 Net loss and comprehensive loss — — — ( 2,314,521 ) ( 2,314,521 ) BALANCE AT DECEMBER 31, 2025 9,057,020 $ — $ 16,373,320 $ ( 10,507,351 ) $ 5,865,969 Number of Shares Amount Additional paid-in capital Accumulated deficit Total Shareholders’ Equity BALANCE AT DECEMBER 31, 2023 3,650,500 $ — $ 580,100 $ ( 91,630 ) $ 488,470 Shares of common stock issued, net of issue costs 1,683,833 — 3,756,653 — 3,756,653 Share-based compensation — — 1,030,480 — 1,030,480 Share consideration for Argentina Acquisition 2,000,000 — 4,800,000 — 4,800,000 Share consideration for Colombian Acquisition 1,211,687 — 2,423,374 — 2,423,374 Net loss and comprehensive loss — — — ( 5,761,975 ) ( 5,761,975 ) BALANCE AT DECEMBER 31, 2024 8,546,020 $ — $ 12,590,607 $ ( 5,853,605 ) $ 6,737,002 The accompanying notes are an integral part of these financial statements. F- 5 JAGUAR URANIUM CORP. UNAUDITED CONDENSED CONSOLIDATED IBNTERIM STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 2,314,521 ) $ ( 5,761,975 ) Adjustments to reconcile net loss to net cash used in operating activities: Share-based payments — 50,000 Share-based compensation 670,488 1,030,480 Release of accounts payable obligation — ( 327,458 ) Mineral properties impairment — 3,620,449 Depreciation 5,484 3,450 Deferred tax recovery — ( 1,059,914 ) Changes in operating assets and liabilities: Prepaid expenses and other assets 175,134 ( 218,374 ) Accounts payable and other liabilities 518,974 ( 980,157 ) Advance to parent of acquiree — 200,000 Net cash used in operating activities ( 944,440 ) ( 3,443,499 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase consideration paid in cash, net of cash acquired — ( 206,522 ) Purchase of property and equipment — ( 47,668 ) Net cash used in investing activities — ( 254,190 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of shares and units 350,000 3,406,653 Proceeds from convertible debenture 150,000 — Proceeds from warrant exercise 423,000 — Net cash from financing activities 923,000 3,406,653 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ( 21,440 ) ( 291,036 ) CASH AND CASH EQUIVALENTS AT THE BEGINNING OF YEAR 103,884 394,920 CASH AND CASH EQUIVALENTS AT THE END OF YEAR $ 82,444 $ 103,884 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ — $ — Cash paid for income taxes $ — $ — NON-CASH INVESTING AND FINANCING ACTIVITIES: Common shares issued for acquisition of mineral properties $ — $ 7,223,374 The accompanying notes are an integral part of these consolidated financial statements. F- 6 JAGUAR URANIUM CORP. NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 NOTE 1: BUSINESS DESCRIPTION Jaguar Uranium Corp., (the “Company”) is engaged in the acquisition and development of mining properties in Latin America. On December 8, 2023, the Company entered into a definitive agreement with Green Shift Commodities Ltd. (“GCOM”) to acquire 100 % of the issued and outstanding shares of two wholly-owned subsidiaries of GCOM (collectively, the “Colombian Acquisition”): ● Gaia Energy Investments Ltd. (“Gaia BVI”), was incorporated on April 19, 2006 and restored on November 16, 2015, in the British Virgin Islands (“BVI”) registered in Colombia as Gaia Energy Investments Ltd. Sucursal Colombia (“Gaia Colombia”). ● Berlin (BVI) Limited (“Berlin BVI”) was incorporated on June 30, 2021, in the British Virgin Islands (“BVI”) and is registered in Colombia as Berlin (BVI) Limited Sucursal Colombia (“Berlin Colombia”), on May 17, 2022 in the Chamber of Commerce of Bogota. Through the Colombian Acquisition, the Company is the legal and beneficial owner of a 100 % interest in certain mining concessions located in the "Berlin Project". The Berlin project is currently being explored and developed as an exploration stage uranium asset located in Caldas Province of Central Colombia. On July 19, 2024, the Company closed on the acquisition of 2847312 Ontario Inc. (“284 Ontario”), which registered in Argentina as 2847312 Ontario Inc. (Sucursal Argentina), whereby it holds mineral rights in the Laguna Project and Huemul Projects in Argentina (the “Argentinian Acquisition”). 284 Ontario was incorporated on June 14, 2021, in Ontario, Canada. The Company was incorporated on December 16, 2022 . NOTE 2: GOING CONCERN As of December 31, 2025, the Company had an accumulated deficit, net loss and comprehensive loss and negative cash flows from operations. Further, the Company has not yet commenced revenue generating activities. Currently, monthly cash requirements for the operations of the subsidiaries and the Company for the year ended December 31, 2025, have been met through funding acquired by the Jaguar Uranium Corp. Subsequent to the year ended, December 31, 2025, the Company completed its Initial Public Offering (“IPO”) resulting in the issuance of 6,250,000 common shares resulting in net proceeds of $ 22,725,000 , refer to Note 12 for further details, which the Company has determined is sufficient to sustain operations in excess of one year from the issuance of these consolidated financial statements. Nevertheless, the Company’s long-term plans are likely to require raising additional equity or debt capital to further exploration, evaluation and eventual development of any of its mining properties. Management of the Company has a reasonable expectation that the Company can continue raising additional equity capital to continue in operational existence for the foreseeable future. There are no assurances that the Company will be able to raise capital on terms acceptable to the Company or at all, or that cash flows generated from its operations will be sufficient to meet its operating costs. If the Company is unable to obtain sufficient capital, it may be required to reduce the scope of its planned development, which could harm its financial condition and operating results, or it may not be able to continue to fund its ongoing operations. F- 7 NOTE 3: BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Basis of Presentation These consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and are presented in U.S. Dollar. These consolidated financial statements include the Company’s subsidiaries, as described in Note 1. b. Principles of Consolidation These consolidated financial statements include the Company’s directly and indirectly wholly owned subsidiaries: Gaia Energy Investments Ltd., Berlin (BVI) Limited and 2847312 Ontario Inc. All inter-company transactions and balances have been eliminated upon consolidation . c. Use of estimates in the preparation of financial statements The preparation of the Company’s financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of liabilities and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. On an ongoing basis, the Company evaluates estimates used, which include, but are not limited to the: valuation of stock-based compensation; share-based consideration for acquisitions; and, the impairment of long-lived assets, including mineral properties. d. Functional currency and foreign currency translations The functional currency of the Company and its subsidiaries is the U.S. Dollar. On acquisition of the subsidiaries in the Colombian and Argentinian Acquisitions, the functional currency of the acquired companies was reassessed based on the relevant facts and circumstances related to the subsidiaries and in consideration of its integration with the Company, the outcome of which was that the functional currency of the subsidiaries is the U.S. Dollar. The consolidated financial statements of the Company are presented in the U.S. Dollar. On consolidation, the assets and liabilities of each foreign entity are translated into U.S. Dollar at the rate of exchange prevailing at the reporting date. Revenue and expense items are translated at the average rate of the exchange for the year. Unrealized translation gains and losses are recorded as cumulative translation adjustments, which are included in other comprehensive income/(loss) (“OCI”) which is a component of shareholders’ equity. Transactions in currencies other than an entities functional currency are recognized at the rates of exchange prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the prevailing exchange rate at the reporting date. Non-monetary assets and liabilities, and revenue and expense items denominated in foreign currencies are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. Foreign exchange differences are recognized in profit or loss in the period in which they arise, unless they relate to intra-entity foreign currency transactions that are of a long-term investment nature. In highly inflationary economies, are remeasured as if the functional currency were the reporting currency. While Argentina is considered a highly inflationary economy, since the functional currency of 284 Ontario was already considered to be U.S. Dollars there is no impact. F- 8 e. Fair value measurement The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The carrying amounts of cash and equivalents, share subscription receivable and accounts payable and other liabilities approximate their fair value due to the short-term maturity of such instruments. It is management’s opinion that the Company is not exposed to any significant market or credit risks arising from these financial instruments. f. Fair value of financial instruments Cash and cash equivalents, share subscription receivable and accounts payable and other liabilities are carried at amortized cost, which management believes approximates their respective fair value due to the short-term nature of these instruments. g. Related party Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence, and related parties may be individuals or corporate entities. A transaction is a related party transaction when there is a transfer of resources or obligations between related parties. The Company did not have any transaction with related parties. h. Cash and cash equivalents The Company considers all highly liquid investments, which include short-term bank deposits that are not restricted as to withdrawal or use and the period to maturity of which did not exceed three months at time of investment, to be cash equivalents. i. Mineral properties In accordance with U.S. GAAP the Company evaluates whether acquisitions of mineral properties constitute the acquisition of a business or an acquisition of assets. Business combinations are accounted for using the acquisition method of accounting, which generally requires that assets acquired and liabilities assumed be recorded at their fair values as of the acquisition date on the Balance Sheet. Any excess of consideration over the fair value of net assets acquired is recorded as goodwill. The determination of estimated fair value requires significant estimates and assumptions. Transaction costs associated with business combinations are expensed as they are incurred. When it is determined net assets acquired do not meet the definition of a business combination under the acquisition method of accounting, the transaction is accounted for as an acquisition of assets and, therefore, no goodwill is recorded and contingent consideration, such as payments upon achievement of various developmental, regulatory and commercial milestones, generally are not recognized at the acquisition date. The Company has concluded that the fair value of the mineral properties acquired is not reliably measurable at the acquisition date due to the absence of observable market transactions, limited exploration data, and significant estimation uncertainty. Accordingly, in line with ASC 805-50 and fair value measurement principles under ASC 820, the Company has assigned the fair value of the mineral properties based on the fair value of the consideration transferred, which is deemed to be the most reliably determinable measure of value. The mineral properties are classified as long-lived assets and are subject to impairment evaluation in accordance with ASC 360. No impairment indicators were identified at the acquisition date. The fair value measurements involve the use of Level 3 inputs and are subject to change as new geological and economic information becomes available. Expenditures relating to the acquisition of mineral rights accounted for as asset acquisitions are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as we exit the Exploration Stage by establishing proven or probable reserves. F- 9 Expenditures relating to exploration activities, such as drill programs to establish mineralized materials, are expensed as incurred. Expenditures relating to pre-extraction activities, such as the construction of mine wellfields, ion exchange facilities and disposal wells, are expensed as incurred until such time proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred. Companies in the Production Stage, as defined by the SEC, having established proven and probable reserves and exited the Exploration Stage, typically capitalize expenditures relating to ongoing development activities, with corresponding depletion calculated over proven and probable reserves using the units-of-production method and allocated to future reporting periods to inventory and, as that inventory is sold, to cost of goods sold. We are in the Exploration Stage which has resulted in our Company reporting larger losses than if it had been in the Production Stage due to the expensing, instead of capitalization, of expenditures relating to ongoing mine development activities. Additionally, there would be no corresponding depletion allocated to future reporting periods of our Company since those costs would have been expensed previously, resulting in both lower inventory costs and cost of goods sold and results of operations with higher gross profits and lower losses than if we had been in the Production Stage. Any capitalized costs, such as expenditures relating to the acquisition of mineral rights, are depleted over the estimated extraction life using the straight-line method when the underlying property is converted to the Production Stage. As a result, our consolidated financial statements may not be directly comparable to the financial statements of companies in the Production Stage. j. Property and equipment Property and equipment is measured at cost, including capitalized borrowing costs, less accumulated depreciation and impairment losses. Ordinary repairs and maintenance are expensed as incurred. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset using the following terms: Equipment 5 years The Company classifies assets and liabilities (the "disposal group") as held for sale in the period when all of the relevant criteria to be classified as held for sale are met. Long-lived assets held for sale are recorded at the lower of its carrying value or fair value less costs to sell. Any loss resulting from the measurement is recognized in the period during which the held for sale criteria is met. The Company discontinues depreciation on these assets. An asset’s residual value, useful life and depreciation method are reviewed annually, or when events or circumstances indicate that the current estimate or depreciation method are no longer applicable. Changes are adjusted prospectively if appropriate. Gains and losses on disposal of an asset are determined by comparing the proceeds from disposal with the carrying amount of the items and are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss). The Company evaluates the recoverability of property and equipment whenever events or changes in circumstances indicate that the carrying value of the asset or asset group may not be recoverable. See – Impairment of long-lived assets information within this note for detailed information on the Company’s impairment assessment of its property and equipment. k. Impairment of long-lived assets Long-lived assets, consisting of property and equipment and mineral rights are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. Management applies judgment to assess whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable giving rise to the requirement to conduct an impairment test. Circumstances which could trigger an impairment test include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors including significant decreases in uranium prices; significant increases in reclamation costs and accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability of these assets is measured by comparing the carrying value to the future undiscounted cash flows expected to be generated by the assets. When the carrying value of an asset exceeds the related undiscounted cash flows, an impairment loss is recorded by writing down the carrying value of the related asset to its estimated fair value, which is determined using discounted future cash flows or other measures of fair value. l. Share-based compensation and share-based payments The Company has a stock option plan in place (the "Stock Option Plan"). The Company measures equity settled share-based payments based on their fair value at the grant date and recognizes compensation expense on a straight-line basis over the vesting period. Fair value is measured using the Black-Scholes Model. In estimating fair value, management is required to make certain assumptions and estimates such as the expected life of units, volatility of the Company’s future share price, risk free rates, expected forfeiture and future dividend yields at the initial grant date. Changes in assumptions used to estimate fair value could result in materially different results. The Company has elected to recognize the effect of awards for which the requisite service period is not rendered when the award is forfeited, which is to recognize the effect of forfeitures in compensation cost when they occur. Previously recognized compensation cost for an award is reversed in the period that the award is forfeited. Further, the Company has elected to use the contractual term as the expected term. F- 10 Compensation expense is recognized on a straight-line basis, by amortizing the grant date fair value over the vesting period for each separately vesting portion of the award. The Company issues equity awards to other consultants or advisors, which are valued based on the grant-date fair value of the equity instruments issued. The Company has elected to recognize the effect of awards for which the requisite service period is not rendered when the award is forfeited, which is to recognize the effect of forfeitures in compensation cost when they occur. Previously recognized compensation cost for an award is reversed in the period that the award is forfeited. Further, the Company has elected to use the contractual term as the expected term. The related compensation cost is recognized in the same periods and in the same manner as if the entity had paid cash. m. Contingent liabilities Certain conditions may exist as of the date the financial statements are issued, that may result in a loss to the Company but that will only be resolved when one or more future events occur or fail to occur. Such losses are disclosed are contingent liabilities it’s not both probable and reasonably estimable. The Company's management assesses such contingent liabilities and estimated legal fees, if any. Such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings. The Company's management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. n. Debt instruments The Company reviews the terms of its agreements to identify any embedded derivatives. If an embedded derivative is identified in a contract the Company assesses if it is clearly and closely related to the host debt. If the embedded derivative is determined to not be clearly and closely related to the host debt then the embedded derivative is bifurcated or the fair value election is made to account for the entire instrument at fair value with the change in fair value accounted through earnings, profit and loss for each period reported. The Company applies ASC 480 distinguishing liabilities from equity and ASC 815 derivatives and hedging in determining the appropriate accounting treatment for hybrid instruments. o. Warrants The Company issues warrants with shares to bring down the cost of financing and provide assurance of additional capital. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable guidance in ASC 480 and ASC 815. The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. The Company has concluded that the warrants issued qualify for equity classification. p. Net Loss per share Basic net loss per share is computed by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the period. Dilutive loss per common share is not presented differently from basic loss per share as the conversion of outstanding warrants into common shares would be anti-dilutive. q. Income taxes Income taxes are accounted for using the asset/liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. In estimating future tax consequences, all expected future events are considered other than enactment of changes in the tax law or rates. The Company adopted ASC 740 “Income Taxes,” which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. F- 11 r. Segment Reporting Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one operating segment. See note 10. s. Recently Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The standard does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. The Company adopted this guidance during the fiscal year ended December 31, 2024, by providing the additional disclosures as required. Refer to Note 11, Segment Information, for additional information. In August 2020, the FASB issued ASU No.2020-06 (“ASU 2020-06”): Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. The diluted net income per share calculation for convertible instruments requires the Company to use the if-converted method. For contracts in an entity’s own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for the Company on January 1, 2024, with early adoption permitted. On January 1, 2024, the adoption of ASU 2020-06 was not disclosed as an adoption as there were no applicable instruments at the time of the adoption and accordingly, AUS 2020-06 had no impact on the Company’s consolidated financial statements or disclosures; however, it had an impact in the accounting for the convertible debenture issued during the current period, so the adoption disclosures have been included herein. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires additional disaggregation of the reconciliation between the statutory and effective tax rate for an entity and of income taxes paid. The amendments improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, and is applied either prospectively or retrospectively at the option of the Company. The Company adopted this standard prospectively on January 1, 2025, which resulted in expanded income tax disclosures in these consolidated financial statements. t. Recent Accounting Standards As of December 31, 2025, there are no additional recently issued or adopted accounting standard that could have a material impact on these consolidated financial statements. u. Fair value measurement The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The carrying amounts of cash and equivalents, share subscription receivable and accounts payable and other liabilities approximate their fair value due to the short-term maturity of such instruments. It is management’s opinion that the Company is not exposed to any significant market or credit risks arising from these financial instruments. F- 12 v. Fair value of financial instruments Cash and cash equivalents, share subscription receivable and accounts payable and other liabilities are carried at amortized cost, which management believes approximates their respective fair value due to the short-term nature of these instruments. NOTE 4: Purchase consideration paid in advance, advance to parent of acquiree AND THE ACQUISITIONS The Colombian Acquisition During the period ended September 30, 2024, the Company paid $ 188,381 to settle a portion of GAIA Colombia’s liabilities as part of its planned acquisition of GAIA BVI. The payment is accounted for as an advance paid for the acquisition. The acquisition closed on April 9, 2024. During the period, the Company made two more payments related to the same matter amounting to $ 189,188 . Additionally, the Company also paid $ 200,000 to GCOM, the parent company of GAIA BVI, in order to fund interim operations of GAIA Colombia; however, as the Company was able to arrange to pay these expenses directly, these funds were returned to the Company in January 2024. On April 9, 2024, the Company issued 1,211,687 shares to GCOM as consideration for the Colombian Acquisition. Of the shares issued to GCOM, 500,000 shares are the initial consideration shares required under the terms of the agreement with GCOM. The additional shares issued pertain to the requirement for the Company to issue Additional Consideration Shares to GCOM. The Additional Consideration Shares are determined based on when the Company undertakes a liquidity event (the “Liquidity Event Shares”), expected to be the initial public offering of the Company’s shares on a National Securities Exchange (“IPO”). If the IPO is achieved within 12 months of the acquisition date, the Company will issue stock equal to the greater of $ 5,000,000 CAD of common shares, based on the liquidity event price, or the number of common shares equal to 20 % of the post-closing common shares. As the IPO did not close by April 9, 2025, the forgoing is adjusted to $ 6,000,000 CAD or 25 %, respectively. Under the terms of the agreement, the Company was required to provide an initial cash consideration of $ 20,000 CAD; however, in addition to this, the Company also paid expenses on behalf of GCOM related to the properties, amounting to $ 188,381 and $ 189,188 , which are considered a part of the acquisition price. Further, there are deferred cash payments (the “Deferred Cash Payments”) due to GCOM as follows: i) $ 1,000,000 CAD due on the later of March 1, 2024 and the earlier of 90 days after the rectification of the Berlin concession and five days after a liquidity event (the “First Deferred Cash Payment”); and, ii) $ 5,000,000 CAD upon the commencement of commercial operations of the Berlin project (the “Second Deferred Cash Payment”). Finally, the Company also granted GCOM a 1.0 % net smelter returns royalty, payable quarterly, on all gross revenue in excess of allowable costs from the Berlin Project (the “Berlin Royalty”) pursuant to the Royalty Agreement dated April 8, 2024. The impact of such royalty was not readily or reliably determinable under current circumstances. The Company has accounted for this transaction as an asset acquisition as the fair value of the assets are concentrated in the mineral rights of the respective entities. The Company has recognized the assets acquired at the fair value of the liabilities assumed, cash paid and fair value of the equity instruments issued as consideration, as these fair values are more clearly evident and reliably measured. As the acquisition has not been treated as a business combination there is no corresponding goodwill, instead the amount of consideration will be allocated to the assets acquired, which consists of the mineral properties. The purchase price allocation is as follows: Consideration: Initial Cash Consideration $ 14,893 Purchase consideration paid in advance 188,381 Additional consideration paid in advance 189,188 Initial consideration shares 2,423,374 Legal Costs 20,455 Total Consideration $ 2,836,291 Assets and Liabilities Assumed: Accounts payable and accruals $ 1,732,120 Deferred tax liability $ 2,459,914 Mineral Properties $ 7,028,325 F- 13 The 1,211,687 common shares issued were valued at $ 2 per share based on recent arm’s length private placements resulting in value of $ 2,423,374 . The Deferred Cash Payments and the Liquidity Event Shares were determined to be contingent consideration and will be recognized once probable. On May 9, 2025, the Company made a payment of $ 60,000 to the Agencia Nacional De Mineria (“ANM”), which was the final payment for all overdue amounts owed by the previous owners of the Colombia mineral properties to the ANM assumed by the Company at the acquisition date. In total, the Company paid the ANM $ 1,037,538 in respect of concession contract 664-17 and a further $ 217,866 in respect of concession contract 736-17 (collectively, the “Berlin Concession Contracts”), all but $ 142,000 of which were paid during the period from the acquisition date to December 31, 2024. Further, of the $ 1,732,120 of liabilities assumed on the acquisition date, which included the amounts due to the ANM above, the Company successfully negotiated settlement of some of the outstanding balances and as a result realized a gain of $ 327,458 , which is included in interest and other income. The Argentina Acquisition Consideration for the acquisition consists of 2,000,000 common shares of the Company, which the Company issued upon closing on July 19, 2024, and contingent shares consisting of: i) Listing Shares, being 400,000 shares if the initial public offering (“IPO”) of Jaguar is not accomplished by the first anniversary from the closing date; and, ii) Top Up Shares in the event the IPO price is less than $ 5 , based on a $ 10,000,000 valuation and minimum share price of $ 4 , if the IPO is accomplished by the first anniversary of the closing date, resulting in a maximum of 500,000 additional top-up shares, increasing to a $ 12,000,000 valuation and maximum of 1,000,000 shares if the IPO is accomplished thereafter. Finally, the Company also granted a 1.0 % net smelter returns royalty on the future production from certain land claim application at the Huemul Project (the “Huemul II Royalty”) to Consolidated Uranium pursuant to the Royalty Agreement dated July 19, 2024 (the “Huemul II Royalty Agreement”) by and among the Company, as royalty payor, Consolidated Uranium, as royalty holder and 284 Ontario, as guarantor; and (c) the grant of a 2.0 % net smelter returns royalty on the future production from the Laguna Project (the “Laguna Project Royalty”) to Consolidated Uranium pursuant to the Royalty Agreement dated July 19, 2024. The impact of such royalty was not readily or reliably determinable under current circumstances. The Company has accounted for this transaction as an asset acquisition as the fair value of the assets are concentrated in the mineral rights of 2847312 Ontario Inc. The Company has recognized the assets acquired at the fair value of the liabilities assumed and fair value of the equity instruments issued as consideration as these fair values are more clearly evident and reliably measured. As the acquisition has not been treated as a business combination, there is no corresponding goodwill, instead, the amount of consideration has been allocated to the assets acquired, which consist of the mineral properties. The purchase price allocation is as follows: Consideration: Initial Share Consideration $ 4,000,000 Share Consideration - Listing Shares 800,000 Total Consideration $ 4,800,000 Assets and Liabilities Assumed: Cash acquired $ 18,014 Prepaid and other assets 39,862 Mineral Properties $ 4,742,124 The 2,000,000 common shares issued and the Listing Shares were valued at $ 2 per share based on recent arm’s length private placements resulting in a value of $ 4,000,000 . The 400,000 Listing Shares were valued at $ 2 , as per above, and recognized as shares to be issued as of the acquisition date based on the expected timing of the IPO, which was estimated at over one year due to the anticipated timing of completing the registration process with the Securities and Exchange Commission, completing the subsequent marketing of the IPO and the decline in the uranium market leading up to the acquisition. F- 14 The Top Up Shares were determined to be contingent consideration and will be recognized once probable. NOTE 5: EXPLORATION AND EVALUATION ASSETS AND EXPENSES The following is a summary of the carrying value of the acquisition costs and expenditures on the Company’s exploration and evaluation assets: Exploration and Evaluation Assets Berlin (Colombia) Laguna Salada and Huemul (Argentina) Total Balance, January 1, 2024 $ — $ — $ — Acquisition costs 7,028,325 4,742,124 11,770,449 Mineral property impairment ( 3,028,325 ) ( 592,124 ) ( 3,620,449 ) Balance, December 31, 2024 $ 4,000,000 $ 4,150,000 $ 8,150,000 Mineral property impairment — — — Balance, December 31, 2025 $ 4,000,000 $ 4,150,000 $ 8,150,000 During the period after acquisition of the respective mineral properties and December 31, 2024, the uranium spot price experienced a consistent decline month over month. As a result of that decline, the Company conducted an impairment test effective December 31, 2024. The Company retained an external valuations expert who evaluated the fair value of the mineral properties using both a cost approach and a market approach, which yielded values less than the original carrying value. As the properties are not often traded, the Company used the fair value determined by the cost approach, in which the primary input was the decline in the uranium spot price and long-term prices which constitute Level 3 inputs. For the Colombia properties the decline in uranium spot price used as an input was approximately 12.4 % and for 284 Ontario it was approximately 12.5 %. Accordingly, the related mineral properties were deemed to be impaired and the impairment losses, as disclosed above, were recognized, the majority of the impairment is the result of the recognition of a $ 2,459,914 deferred tax liability on the Colombian Acquisition and a corresponding increase in the impairment amount. During the year ended December 31, 2025, and as at December 31, 2025, the uranium spot price had recovered, management performed a qualitative impairment assessment and concluded that a quantitative impairment analysis of the mineral properties was not required, accordingly, there is no impairment of mineral properties during the year ended December 31, 2025. Exploration and Evaluation Expenses Berlin (Colombia) Laguna Salada (Argentina) Huemul (Argentina) Year Ended December 31, 2025 Personnel $ 135,188 $ 155 $ 155 $ 135,498 Geological 10,095 — — 10,095 Land management 41,937 63,363 22,618 127,918 Other 225 2,004 2,004 4,233 $ 187,445 $ 65,522 $ 24,777 $ 277,744 Exploration and Evaluation Expenses Berlin (Colombia) Laguna Salada (Argentina) Huemul (Argentina) Year Ended December 31, 2024 Personnel $ 512,576 $ 17,582 $ 17,582 $ 547,740 Geological 712,837 — — 712,837 Land management 91,920 47,981 44,350 184,251 Other 29,181 11,757 11,757 52,695 $ 1,346,514 $ 77,320 $ 73,689 $ 1,497,523 F- 15 Certain overhead costs incurred in respect of work in Argentina that are not specific to either Laguna Salada or Huemul have been allocated between the projects. Prospectively, the allocation will be based on the relative costs of work performed in the respective Projects; however, for the years ended December 31, 2025 and 2024, these have been allocated evenly between the Projects as the majority of the costs related to both Projects. The Company incurred $ 415,185 in exploration expenditures related to the Berlin Project prior to the Colombian Acquisition, these were incurred in anticipation of the Colombian Acquisition closing. The costs are of a nature that would ordinarily be expensed as incurred post-acquisition, accordingly, the Company has not included these costs as a cost of the acquisition itself and has expensed them. All claims are subject to minimum expenditure commitments. The Company expects to incur the minimum expenditures to maintain the claims. NOTE 6: PROPERTY AND EQUIPMENT December 31, 2025 December 31, 2024 Land $ — $ — Equipment 47,910 47,910 47,910 47,910 Accumulated depreciation 9,045 3,692 Balance $ 38,865 $ 44,218 In May 2024, the Company entered into an agreement to purchase a farm in Colombia, for the purposes of housing the mining operations of the Company, for a total consideration of one billion Colombian pesos. During the six months ended June 30, 2024, the Company made the first install payment and recorded an additional in land for $ 69,004 (COP $ 250,000,000 ). However, the payment was refunded in July 2024 and the transaction was renegotiated. Subsequently, on December 18, 2024, the Company agreed to make a series of payments as deposits towards the land purchase. As at December 31, 2024, the Company had made prepayments of $ 47,393 (COP $ 250,000,000 ) and the remaining purchase price of COP$ 750,000,000 remained to be paid as follows: COP $ 24,500,000 on January 15, 2025; COP $ 24,500,000 on February 15, 2025; COP $ 275,500,000 to be paid on April 15, 2025; COP $ 275,500,000 to be paid on May 15, 2025; and, a final payment on the transfer of the deed, which is expected to be January 15, 2026. During the six months ended June 30, 2025, the Company made the January and February payments of COP$ 24,500,000 (totaling $ 25,900 USD), which as at June 30, 2025 are reflected as prepayments. The April and May payments were not made due to cash constraints and on Apil 11, 2025, the Company entered into an addendum to change the payment terms to COP$ 200,000,000 on May 15, 2025 and COP$ 351,000,000 on July 15, 2025. The Company did not make the May payment required by the addendum and in June 2025 decided to terminate the agreement to purchase and walk away from the deposits paid, which at the time amounted to $ 73,292 , and was included in general and administrative expenses. Depreciation for the year ended December 31, 2025 was $ 5,484 (2024 - $ 3,450 ). NOTE 7: CONVERTIBLE DEBENTURE On June 20, 2025, the Company finalized the terms of a convertible debenture with an existing shareholder in the amount of $ 150,000 . The convertible debenture is non-interest bearing, with a two year maturity and is convertible into units at a price equal to the lower of $ 5 or at a 25 % discount to the listing price, being the price of the common shares once listed on a North American stock exchange. Each unit will consist of one common share and one warrant, which warrants are exercisable into one common share for three years at a price of $ 5 per share. As a result of the adoption of ASU 2020-06 in the year ended December 31, 2024, having determined that the conversion option was not required to be accounted for separately under ASC 815-15 and that there was no substantial premium in the issuance of the convertible debenture, the Company has recognized the proceeds allocated entirely to the convertible debenture. NOTE 8: EQUITY a. Shares On May 16, 2023, the Company issued 990,000 common shares at a price of $ 0.10 per share for gross proceeds of $ 99,000 . On September 21, 2023, the Company issued 10,000 common shares at a price of $ 0.10 per share for gross proceeds of $ 1,000 . F- 16 On December 8, 2023, the Company issued 500,000 common shares at a price of $ 0.10 per share for gross proceeds of $ 50,000 . On December 20, 2023, the Company issued 2,000,500 units comprising of equal number of common shares and warrants at $ 0.20 per unit for gross proceeds of $ 400,100 . The warrants can be converted into 1 common share for each warrant at exercise price of $ 1.00 and expires in 3 years. On December 20, 2023, the Company issued 150,000 common shares at a price of $ 0.20 per share for gross proceeds of $ 30,000 . Proceeds from this issuance were yet to be received as at December 31, 2023, these funds were received during the year ended December 31, 2024. Between January 3, 2024 and April 8, 2024, the Company issued 1,462,917 common shares at a price of $ 2 per share for gross proceeds of $ 2,925,834 and then on April 15, 2024, issued another 184,166 common shares at a price of $ 4 per share for gross proceeds of $ 736,664 . The Company incurred direct issue costs of $ 10,747 related to these issuances. Of these issuances, $ 315,000 of the proceeds was received during the year ended December 31, 2023, which was previously recognized as share subscription received in advance. On March 15, 2024, the Company issued 25,000 shares valued at $ 2 per share as bonus compensation to a consultant, resulting in share-based compensation of $ 50,000 . On April 15, 2024, the Company issued 3,750 shares valued at $ 4 per share to a consultant as a prepayment for future marketing and investor relations services, resulting in a prepaid expense of $ 15,000 . During the year ended December 31, 2024, the Company received the proceeds of $ 30,000 related to the subscription receivable at December 31, 2023. On September 27, 2024, the Company issued 8,000 common shares valued at $ 5 per share for gross proceeds of $ 40,000 . On April 9, 2024, the Company issued 1,211,687 common shares to GCOM related to the Colombian Acquisition, see Note 5. On July 19, 2024, the Company issued 2,000,000 common shares related to the Argentinian Acquisition, and expects to issue another 400,000 Listing Shares, see Note 5, the latter of which have not been issued. The Company executed subscription documents for 70,000 units valued at $ 5 per unit for gross proceeds of $ 350,000 , from an existing shareholder, which were received on January 15, 2025. The units consist of one common share and one common share purchase warrant, which were issued on January 15, 2025, with an exercise price of $ 5.05 expiring in 3 years. On June 17, 2025, the Company received proceeds from the exercise of warrants. In total 396,000 warrants exercised at the price of $ 1 per share were exercised and resulted in the issuance of 396,000 common shares. In order to induce the warrant holders to exercise their warrants, each holder was offered three additional warrants with an exercise price of $ 5.05 for three years . Further, any warrants held by those warrant holders that participated that remained unexercised had their term extended an additional three years until December 14, 2029. The Company determined that represented a modification and an inducement to motivate the investors to exercise their warrants. As the warrant holders were all current investors in the Company, the Company determined that the difference in the fair value of the warrants with the new terms and the fair value of the warrants under their original terms at the modification date as well as the value of the new warrants, should be recognized as a deemed dividend in the amount of $ 2,183,750 . The modification and new warrants fair value was determined using a Black-Scholes Model with the following inputs and results: Original Terms Amended Terms New Warrants Grant Date 17-Jun-25 17-Jun-25 17-Jun-25 Expiry 14-Dec-26 14-Dec-29 17-Jun-28 Input Data Current Stock Price $ 2.00 $ 2.00 $ 2.00 Exercise Price $ 1.00 $ 1.00 $ 5.05 Term of Warrants 1.49 4.50 3.00 Risk-Free Interest Rate 2.71 % 2.96 % 2.73 % Volatility 150.00 % 150.00 % 150.00 % Fair Value of Option $ 1.5212 $ 1.8554 $ 1.4278 Modification benefit $ 0.3342 Number of warrants 1,458,833 1,188,000 Value $ 487,567 $ 1,696,183 F- 17 On July 15, 2025, a further 27,000 warrants were exercised at the price of $ 1 per share were exercised and resulted in the issuance of 27,000 common shares, these warrant holders exercised on the same terms as the above, resulting in additional inducement and deemed dividend of $ 155,475 . The modification and new warrants fair value was determined using a Black-Scholes Model with the following inputs and results: Original Terms Amended Terms New Warrants Grant Date 15-Jul-25 15-Jul-25 15-Jul-25 Expiry 14-Dec-26 14-Dec-29 15-Jul-28 Input Data Current Stock Price $ 2.00 $ 2.00 $ 2.00 Exercise Price $ 1.00 $ 1.00 $ 5.05 Term of Warrants 1.42 4.42 3.00 Risk-Free Interest Rate 2.83 % 3.08 % 2.84 % Volatility 150.00 % 150.00 % 150.00 % Fair Value of Option $ 1.5050 $ 1.8517 $ 1.4286 Modification benefit $ 0.3467 Number of warrants 114,667 81,000 Value $ 39,761 $ 115,714 Further, there were previously 300,000 warrants issued to the Executive Chairman, who sold his warrants other existing shareholders and related parties, as part of the transfer the term of these warrants was extended an additional three years until December 14, 2029. The CEO of the Company and the corporate secretary both participated and purchased 75,000 and 30,000 of the warrants, respectively. The Company treated this as a warrant modification and due to the Executive Chairman’s consulting role in the Company determined that the difference in the fair value of the warrants with the new terms and the fair value of the warrants under their original terms at the modification date was treated as share-based compensation expense in the amount of $ 97,035 . The modification fair value was determined using a Black-Scholes Model with the following inputs and results: Original Terms Amended Terms Grant Date 23-May-25 23-May-25 Expiry 14-Dec-26 14-Dec-29 Input Data Current Stock Price $ 2.00 $ 2.00 Exercise Price $ 1.00 $ 1.00 Term of Warrants 1.56 4.56 Risk-Free Interest Rate 2.69 % 2.93 % Volatility 150.00 % 150.00 % Fair Value of Option $ 1.5355 $ 1.8589 Modification benefit $ 0.3235 Warrants 300,000 Share-based compensation $ 97,035 F- 18 On July 21, 2025, the Company agreed to a compensation package with a consultant overseeing the Argentinian properties setting their compensation for both before the IPO and after the IPO, the terms of which are not material. Further, as part of the agreement, the Company agreed to the following other key terms: issued 15,000 common shares of the Company; promised a $ 75,000 finders fee should the Company complete any significant financing with either of two parties introduced by the consultant, which to date has not occurred; and, the Company agreed that the prepayment for services recognized on the acquisition of 284 Ontario would be considered as compensation for submitting and completing a required Environmental Impact Study, which was completed in August. The Company recognized $ 75,000 of share based compensation expense. On September 5, 2025, the Company issued 3,000 shares valued at an agreed upon value of $ 5 per share to a geological consultant as a bonus for their support during the listing process. As of December 31, 2025 and December 31, 2024 the Company had an unlimited number of common shares authorized for issuance and 9,057,020 and 8,546,020 common shares issued, respectively. b. Rights attached to shares: The Common shares confer upon their holders’ voting rights and the right to participate in shareholders’ meetings, the right to share, on a per share pro rata basis, in Bonus Shares or Distributions (as defined in the Company’s Articles of Incorporation) as may be declared by the board of directors and approved by the shareholders, if required (out of funds legally available therefore), and the right to a share in excess assets upon liquidation of the Company – all as set forth in the Company’s Articles of Incorporation and in the Company’s Shareholders’ agreement. c. Warrants Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life Outstanding warrants, December 31, 2023 and 2024 2,000,500 $ 1.00 2.00 Exercised ( 423,000 ) $ 1.00 1.50 Warrants – issued in units subscription 70,000 $ 5.05 2.04 Warrants – issued as inducement 1,269,000 $ 5.05 2.46 Outstanding warrants, December 31, 2025 2,916,500 2.82 3.16 Under ASC Topic 815, the warrants are recorded as equity and included in additional paid-in capital. d. Stock Options Pursuant to the Company’s stock option plan approved March 15, 2024, options may be granted to employees, directors or consultants of the Company and such options to purchase common shares will have an exercise price not less than the “fair market value” of a Common Share on the date of grant. The total number of common shares issuable pursuant to the option plan shall not exceed 10 % of the aggregate number of common shares issued and outstanding and the number of common shares reserved for issuance to any one person under options granted pursuant to the option plan may not exceed 5 % of the issued and outstanding common shares on a non-diluted basis. The exercise price, term and vesting of options to purchase Common Shares shall otherwise be as approved by the Board. Unless otherwise determined by the Board, options to purchase Common Shares typically vest and become exercisable 50 % at the end of six months from grant date and 50 % at the end of twelve months from grant date. F- 19 The following table summarizes the stock option activity for the year ended December 31, 2025: Grant Date Expiry Date Number of Options Granted Exercise Price Remaining Contractual Life Aggregate Intrinsic Value 15-Mar-24 15-Mar-29 180,000 $ 2.00 3.21 $ - 18-Jun-24 18-Jun-29 90,000 $ 4.00 3.47 - 30-Jun-24 30-Jun-29 320,000 $ 4.00 3.50 - 28-Aug-24 28-Aug-29 25,000 $ 5.00 3.66 - 25-Sep-24 25-Sep-29 243,000 $ 5.00 3.74 - As of December 31, 2025 858,000 $ 3.89 $ - Inputs into the Black-Scholes Model: Grant Date 15-Mar-24 18-Jun-24 30-Jun-24 28-Aug-24 25-Sep-24 Share price $ 2.00 $ 2.00 $ 2.00 $ 2.00 $ 2.00 Exercise price $ 2.00 $ 4.00 $ 4.00 $ 5.00 $ 5.00 Term 5 5 5 5 5 Risk-Free Interest Rate 3.53 % 3.19 % 3.43 % 2.91 % 2.76 % Volatility 150.00 % 150.00 % 150.00 % 150.00 % 150.00 % Given the lack of historical trading data for the Company’s common shares, the volatility was estimated using comparable companies with publicly available volatility data. Also due to the lack of historical trading data, the share price was determined using the price of the most recent (relative to the grant date) arm’s length private placements to arrive at the $ 2 share price. The expected life represents the time that the options are expected to be outstanding, which has been assumed to be their contractual term. The risk-free rate is based on U.S. Treasury Bond yields with an approximately equal expected life of the options. Dividend yield and forfeiture rates not factored into the valuation as the Company does not expect to pay cash dividends in the future and the Company has elected to account for forfeitures as they occur. During the year ended December 31, 2025, the Company recognized $ 483,454 (2024 - $ 1,030,480 ) in share-based compensation expense relating to the vesting of the options. NOTE 9: RELATED PARTY TRANSACTIONS The Company had the following related party transactions during the noted years: Year Ended December 31, 2025 Accounts Payable - December 31, 2025 Year Ended December 31, 2024 Accounts Payable - December 31, 2024 Paid to the CEO or a company controlled by the CEO $ 238,667 $ 135,722 $ 69,815 $ 11,744 Paid to the CFO or a company controlled by the CFO $ 226,429 $ 113,034 $ 51,984 $ - Paid to the Executive Chairman $ 209,667 $ 161,167 $ 13,168 $ - Paid to a law firm in which a director is a partner, for legal services – internal counsel and corporate secretary $ 30,253 $ 10,627 $ 152,460 $ 9,082 During the year ended December 31, 2025, the Company paid $ nil (2024 - $ 33,690 ) to a company that is also a significant shareholder of the Company, for consulting fees related to the Colombia acquisition. F- 20 NOTE 10: SEGMENT INFORMATION The Company operates in one reportable segment which is the exploration and evaluation of mineral properties. The Company has no revenues and incurs expenditures in various jurisdictions, being Colombia, Argentina and North America (principally the U.S. and Canada, represented below as Jaguar Uranium Corp.). The Company’s chief operating decision maker (“CODM”) is the senior executive committee that includes the chief executive officer, chief financial officer and the executive chairman. The accounting policies are consistent with those described in the summary of significant accounting policies. The CODM evaluates performance and decides how to allocate resources based on net loss and the measure of segment assets is the consolidated total assets, and specifically, the consolidated value of mineral properties and consolidated cash and cash equivalents. Year ended December 31, 2025  Gaia Colombia and Berlin Colombia 284 Ontario Jaguar Uranium Corp. Total General and administrative expenses (a) $ 47,066 $ 66,936 $ 1,429,484 $ 1,543,486 Legal and professional fees 1,406 — 502,443 503,849 Depreciation 5,484 — — 5,484 Exploration and evaluation expenditures (see Note 6) 187,445 90,299 — 277,744 Interest and other (income) expense — — 941 941 Foreign exchange (gain) loss ( 16,573 ) 2,520 ( 2,930 ) ( 16,983 ) Net income (loss) before income tax expense (recovery) $ 224,829 $ 159,755 $ 1,929,938 $ 2,314,521 Reconciliation of profit or loss: Adjustments and reconciling items — — — — Consolidated net income (loss) before income tax expense (recovery) $ 224,829 $ 159,755 $ 1,929,938 $ 2,314,521 (a) General and Administrative (G&A) expenses Gaia Colombia and Berlin Colombia 284 Ontario Jaguar Uranium Corp. Total Travel $ — $ — $ 10,617 $ 10,617 Compensation 47,066 66,936 1,379,268 1,493,270 Other G&A — — 39,599 39,599 Total G&A $ 47,066 $ 66,936 $ 1,429,484 $ 1,543,486 As at December 31, 2025 Gaia Colombia and Berlin Colombia 284 Ontario Jaguar Uranium Corp. Total Mineral properties $ 4,000,000 $ 4,150,000 $ — $ 8,150,000 Property and equipment 38,865 — — 38,865 Total Long-Lived Assets $ 4,038,865 $ 4,150,000 $ — $ 8,188,865 F- 21 Year ended December 31, 2024 Gaia Colombia and Berlin Colombia 284 Ontario Jaguar Uranium Corp. Total General and administrative expenses (a) $ 60,323 $ 14,731 $ 1,357,182 $ 1,432,236 Legal and professional fees 50 — 787,944 787,994 Mineral properties impairment 3,028,325 592,124 — 3,620,449 Depreciation 3,450 — — 3,450 Exploration and evaluation expenditures (see Note 6) 1,346,514 151,009 — 1,497,523 Interest and other (income) expense ( 327,458 ) — ( 42,757 ) ( 370,215 ) Foreign exchange (gain) loss ( 184,775 ) ( 1,601 ) 36,829 ( 149,547 ) Net income (loss) before income tax expense (recovery) $ 3,926,429 $ 756,263 $ 2,139,197 $ 6,821,889 Reconciliation of profit or loss: Adjustments and reconciling items — — — — Consolidated net income (loss) before income tax expense (recovery) $ 3,926,429 $ 756,263 $ 2,139,197 $ 6,821,889 (a) General and Administrative (G&A) expenses Gaia Colombia and Berlin Colombia 284 Ontario Jaguar Uranium Corp. Total Travel $ — $ — $ 125,790 $ 125,790 Compensation — — 1,180,359 1,180,359 Other G&A 60,323 14,731 51,033 126,087 Total G&A $ 60,323 $ 14,731 $ 1,357,182 $ 1,432,236 As at December 31, 2024 Gaia Colombia and Berlin Colombia 284 Ontario Jaguar Uranium Corp. Total Mineral properties $ 4,000,000 $ 4,150,000 $ — $ 8,150,000 Property and equipment 44,218 — — 44,218 Total Long-Lived Assets $ 4,044,218 $ 4,150,000 $ — $ 8,194,218 F- 22 NOTE 11: INCOME TAX A reconciliation between the effective income tax rate and the federal statutory income tax rate is as follows: December 31, December 31, 2025 2024 Domestic $ — $ ( 1,059,914 ) Foreign — — Income Tax Expense (Recovery) $ — $ ( 1,059,914 ) The Company paid $0 ( $0 - 2024) of income tax during the year. The domestic and foreign components of income (loss) before income taxes are as follows: Domestic $ ( 2,198,755 ) $ ( 7,267,133 ) Foreign ( 115,767 ) 445,243 Income Tax Expense (Recovery) $ ( 2,314,522 ) $ ( 6,821,890 ) December 31, 2025 December 31, 2024 Reconciliation of expected tax based on income (loss) Amount ($) Percent (%) Amount ($) Percent (%) Loss from Continuing Operations Before Income Tax Expense ( 2,314,522 ) ( 6,821,890 ) Statutory Income Tax Rate ( 347,178 ) 15.0 % ( 1,023,283 ) 15.0 % Canadian Provincial Tax Net of Federal Income Tax Effect ( 169,461 ) 7.3 % ( 585,458 ) 8.6 % Movement of Valuation Allowance 463,875 - 20.0 % 961,883 - 14.1 % Stock Based Compensation 100,573 - 4.3 % 154,572 - 2.3 % Other Permanent Adjustments ( 1,187 ) 0.1 % ( 61,830 ) 0.9 % Difference in Foreign Tax Rates ( 46,623 ) 2.0 % ( 263,590 ) 3.9 % Change in Enacted Tax Rates and other - 0.0 % ( 205,578 ) 3.0 % Income tax expense (recovery) - 0.0 % ( 1,023,283 ) 15.0 % The Company’s income tax (recovery) is allocated as follows: Current tax expense $ - $ - Deferred tax Expense $ - $ ( 1,059,914 ) F- 23 Deferred Income Taxes The significant components of the deferred tax assets and liabilities consisted of the following: December 31, 2025 December 31, 2024 Deferred Tax Assets Share issuance costs - 20(1)(e ) $ 1,741 $ 2,321 Class 14.1 asset 202,668 130,069 Non-capital losses carried forward 1,752,693 1,390,707 Resource pools - Mineral Properties (Argentina) 271,765 311,176 Total Gross Deferred Tax Assets 2,228,867 1,834,273 Valuation Allowance ( 2,193,631 ) ( 1,801,937 ) Total Deferred Tax Assets, Net of Valuation Allowance $ 35,236 $ 32,335 Deferred Tax Liabilities Mineral properties $ ( 1,400,000 ) $ ( 1,400,000 ) Unrealized FX gain on account of capital ( 35,236 ) ( 32,335 ) Total Gross Deferred Tax Liabilities ( 1,435,236 ) ( 1,432,335 ) Net Deferred Tax Liabilities $ ( 1,400,000 ) $ ( 1,400,000 ) In assessing the realizability of deferred tax assets, management considers all positive and negative evidence to determine whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. As of December 31, 2025, the Company recorded a valuation allowance of $ 2,193,631 . As of December 31, 2025, the Company had Canadian federal net operating loss carryforwards ("NOLs") of $ 1,930,956 , which have a 20-year expiration period and will begin to expire in 2041. In assessing the realizability of deferred tax assets, management considers all positive and negative evidence to determine whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company had Canadian federal net operating loss carryforwards (“NOLs”), which expire as follows: 2041 $ 59,919 2042 147,694 2043 385,623 2044 275,927 2045 1,061,794 Total $ 1,930,956 The Company had Colombian net operating loss carryforwards ("NOLs"), which expire as follows: 2034 $ 968,436 2035 804,941 2036 1,501,549 2037 241,403 Total $ 3,516,329 NOTE 12: SUBSEQUENT EVENTS Subsequent to year end, the Company completed its IPO resulting in the issuance of 6,250,000 common shares at $ 4 per share for gross proceeds of $ 25,000,000 , incurring $ 1,875,000 in agent fees and other expenses of approximately $ 450,000 , of which $ 50,000 had been prepaid at December 31, 2025, resulting in net proceeds of $ 22,725,000 . As a result of completing the IPO, the following transactions were completed: ● The Company’s convertible debenture was converted into 50,000 shares based on the lesser of $ 5 or 75 % of the IPO price, which was $ 4 . ● 400,000 Listing Shares and 600,000 Top Up Shares were issued related to the Argentina Acquisition. ● 3,836,757 Liquidity Event Shares were issued to GCOM related to the Colombia Acquisition. F- 24 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure On February 20, 2025, DNTW Toronto LLP notified us that its principals joined another accounting firm. As a result, on the same date, DNTW Toronto LLP resigned as our independent registered public accounting firm and we engaged Summit Group CPAs, P.C. as our independent registered public accounting firm. The change in accountants did not result from any dissatisfaction with the quality of professional services rendered by DNTW Toronto LLP. There were no matters that were either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K) or a reportable event (as described in paragraph 304(a)(1)(v) of Regulation S-K). In connection with the audit of the fiscal year ended December 31, 2023 and through February 20, 2025, there were no disagreements with DNTW Toronto LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement. During the Company’s two most recent completed fiscal years and interim period through February 20, 2025, there were no “reportable events” as such term is described in Item 304(a)(1)(iv) of Regulation S-K with DNTW Toronto LLP.