Financial statements
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1911 Gold Corporation Condensed Interim Financial Statements (Unaudited - expressed in thousands of Canadian dollars) For the three and nine months ended September 30, 2025 and 2024
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NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM FINANCIAL STATEMENTS Under National Instrument 51 -102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the condensed interim financial statements they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The accompanying unaudited condensed interim financial statements of the Company have been prepared by management and reviewed by the Audit Committee and Board of Directors of the Company. The Company’s independent auditor has not performed a review of these condensed interim financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of condensed interim financial statements by an entity’s auditor.
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1911 Gold Corporation Condensed Interim Statements of Financial Position (Unaudited - expressed in thousands of Canadian dollars) Note September 30, 2025 December 31, 2024 $ $ Assets Current Cash and cash equivalents 11,184 7,412 Marketable securities 5 59 18 Prepaid expenses and other 798 679 12,041 8,109 Non-current Restricted cash 17 400 400 Plant and equipment, net 6 1,915 763 Mineral properties 7 30,329 30,329 Total assets 44,685 39,601 Liabilities Current Accounts payable and accrued liabilities 8 2,448 896 Accrued compensation and benefits 319 309 Flow-through share premium liability 10 2,944 1,406 Lease obligation 170 – 5,881 2,611 Non-current DSU liability 9 920 15 Reclamation obligations 11 3,066 2,905 Total liabilities 9,867 5,531 SHAREHOLDERS’ EQUITY Share capital 12 56,594 44,207 Share-based payment reserve 12 2,234 1,597 Other reserves 130,106 130,106 Deficit (154,116) (141,840) Total shareholders’ equity 34,818 34,070 Total liabilities and shareholders’ equity 44,685 39,601 Nature of operations and going concern – Note 1 Commitments and Contingencies – Note 17 Subsequent events – Notes 9, 12(c), 12(f), and 18 On behalf of the Board: /s/ Gary O’Connor /s/ Blair Schultz Chairman Director
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1911 Gold Corporation Condensed Interim Statements of Loss and Comprehensive Loss For the three and nine months ended September 30, 2025 and 2024 (Unaudited - expressed in thousands of Canadian dollars, except for per share amounts) Three months ended September 30 Nine months ended September 30 Note 2025 2024 2025 2024 $ $ $ $ Expenses Administrative and office 510 248 1,026 726 Depreciation 80 70 226 222 Exploration and evaluation 14 1,799 336 5,269 704 Fuel and utilities 709 845 2,591 2533 Marketing and investor relations 134 74 432 175 Mine development 2,605 – 3,638 – Professional fees and advisory 316 49 790 185 Salaries and benefits 14 447 260 1,316 848 Share-based payments 9,12,14 862 71 1,395 140 Loss before other items (7,462) (1,953) (16,683) (5,533) Rental revenues and other 6 1,069 997 3,218 3,356 Flow-through premium recovery 10 413 31 1,202 68 Interest income (loss) 72 (3) 116 16 Reclamation obligations accretion 11 (62) (45) (161) (137) Gain (loss) on marketable securities 5 6 9 41 (44) Foreign exchange loss (6) (2) (9) (8) Gain on disposal of equipment – – – 450 Writedown of inventory – (423) – (423) Net loss and comprehensive loss for the period (5,970) (1,389) (12,276) (2,255) Loss per share Basic and diluted (0.02) (0.00) (0.06) (0.01) Weighted average number of shares outstanding Basic and diluted 247,833,830 134,481,495 213,232,881 134,481,495
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1911 Gold Corporation Condensed Interim Statements of Cash Flows For the nine months ended September 30, 2025 and 2024 (Unaudited - expressed in thousands of Canadian dollars) Nine months ended September 30 Note 2025 2024 $ $ Cash (used in) provided by: Operating activities Net loss for the period (12,276) (2,255) Depreciation and depletion 226 222 Reclamation obligations accretion 11 161 137 (Gain) loss on marketable securities 5 (41) 44 Share-based payments 9,12 1,395 140 Foreign exchange loss 9 8 Flow-through premium recovery 10 (1,202) (68) Gain on disposal of equipment – (450) Writedown of inventory – 423 Changes in non-cash working capital items Prepaid expenses and other (119) (151) Accounts payable and accrued liabilities 1,302 (1,235) Accrued compensation and benefits 10 (2) (10,535) (3,187) Investing activities Expenditures on plant and equipment (845) (114) Proceeds on disposal of equipment – 450 (845) 336 Financing activities Proceeds from private placement 13,225 – Cash share issue costs (775) – Proceeds from exercise of warrants 2708 1,685 Proceeds from exercise of options 116 – Lease payments (122) – 15,152 1,685 Increase (decrease) in cash 3,772 (1,166) Cash and cash equivalents – beginning of period 7,412 3,099 Cash and cash equivalents – end of period 11,184 1,933 Cash and cash equivalents was comprised of: Cash 11,126 1,898 Cash equivalents 58 35 Total cash and cash equivalents 11,184 1,933 Supplemental cash flow information – Note 16
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1911 Gold Corporation Condensed Interim Statements of Changes in Equity (Unaudited - expressed in thousands of Canadian dollars) Note Number of common shares Share capital Share–based Payment and warrant reserve Other reserves Deficit Total $ $ $ $ $ Balance, December 31, 2023 134,481,495 35,997 1,465 130,106 (137,044) 30,524 Shares issued from warrant exercises 12 16,849,967 1,685 – – – 1,685 Shares issued from settlement of DSUs 9,12 88,412 11 – – – 11 Share-based payments 12 – – 117 – – 117 Net loss for the period – – – – (2,255) (2,255) Balance, September, 2024 151,419,874 37,693 1,582 130,106 (139,299) 30,082 Shares issued by private placement 12 37,706,128 7,776 – – – 7,776 Share issuance costs – (39) – – – (39) Flow-through share premium 10 – (1,542) – – – (1,542) Shares issued from warrant exercises 12 3,180,000 319 – – – 319 Share-based payments 12 – – 15 – – 15 Net loss for the period – – – – (2,541) (2,541) Balance, December 31, 2024 192,306,002 44,207 1,597 130,106 (141,840) 34,070 Shares issued by private placement 12 48,000,633 13,225 – – – 13,225 Share issuance costs 12 – (984) 209 – – (775) Flow-through share premium 10 – (2,740) – – – (2,740) Shares issued from warrant exercises 12 27,079,419 2,708 – – – 2,708 Shares issued from option exercises 12 716,667 178 (62) – – 116 Share-based payments 12 – – 490 – – 490 Net loss for the period – – – – (12,276) (12,276) Balance, September 30, 2025 268,102,721 56,594 2,234 130,106 (154,116) 34,818
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1911 Gold Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended September 30, 2025 and 2024 (Unaudited - expressed in thousands of Canadian dollars, except per share amounts) 1. Nature of Operations 1911 Gold Corporation (“1911 Gold” or the “Company”) is engaged in the exploration and extraction of precious metals. The Company owns and operates the Rice Lake property which holds the True North gold mine and mill (“True North”), as well as the Apex pro perty near Snow Lake, Manitoba and the Denton -Keefer property near Timmins, Ontario. The Company was incorporated under the British Columbia Business Corporations Act on May 3, 2018 and its common shares are traded on the TSX Venture Exchange (“TSX-V”) under the symbol “AUMB” and are quoted on the OTCQB under the symbol “AUMBF”. The Company’s principal place of business is located at 400 Burrard Street, Suite 1050, Vancouver, BC V6C 3A6. Going concern These condensed interim financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to meet its commitments, continue operations and realize its assets and discharge its liabilities in the normal course of business for at least twelve months from the period end. At September 30, 2025 the Company had working capital (current assets less current liabilities) of $6,160 (December 31, 2024 –$5,498). During the nine months ended September 30, 2025 the Company incurred a loss of $ 12,276 (year ended December 31, 2024 - $4,796) and used cash for operating activities of $10,294 (year ended December 31, 2024 - $5,764). Subsequent to period end, the Company announced a "best efforts" Listed Issuer Financing Exemption (“LIFE”) offering and private placement for a total of $20,000 that is expected to close on or around December 4, 2025 (note 18). The Company has a history of operating losses, has limited financial resources, and no assurance that sufficient funding will be available to enable the Company to continue exploration activities. The Company’s ability to continue as a going concern is dep endent upon its ability to obtain the financing necessary to fund its mineral properties through the issuance of common shares, through entering into joint ventures or by realizing proceeds from the disposition of its mineral interests. Management plans to continue to secure the necessary financing through a combination of equity financing or other forms of financing such as joint venture partnerships ; however, there can be no assurance that the Company will be successful in these actions. There is a material uncertainty related to these conditions that may cast significant doubt on the Company’s ability to continue as a going concern, and the Company may be unable to realize its assets and discharge its liabilities in the normal course of business. These condensed interim financial statements do not give effect to adjustments to the carrying values and classification of assets and liabilities that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material. 2. Basis of Presentation Statement of compliance and functional currency These condensed interim financial statements have been presented in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting . These financial statements were approved by the Board of Directors on November 17, 2025. These financial statements have been prepared on a historical cost basis except for certain financial instruments which are measured at fair value. These financial statements are presented in Canadian dollars, which is the functional currency of the Company.
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1911 Gold Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended September 30, 2025 and 2024 (Unaudited - expressed in thousands of Canadian dollars, except per share amounts) Consistency of Presentation The Company retains the presentation and classification of items in the financial statements from the previous period. However, some items on the condensed interim statements of loss and comprehensive loss were reclassified in order to improve the presenta tion of the financial statements and provide more relevant information. The table below provides a summary of how the previous period presentation was amended accordingly to be consistent with the current presentation: Three months ended September 30, 2024 Nine months ended September 30, 2024 Old presentation Reclass New presentation Old presentation Reclass New presentation $ $ Expenses Administrative and office 191 57 248 556 170 726 Consulting 33 (33) – 114 (114) – Director fees 24 (24) – 59 (59) – Professional fees and advisory 16 33 49 71 114 185 Property tax and insurance 57 (57) – 170 (170) – Salaries and benefits 236 24 260 789 59 848 3. Material Accounting Policies In the preparation of these condensed interim financial statements, the Company has used the same accounting policies and methods of computation as in the most recent audited annual financial statements for the Company for the year ended December 31, 2024. Accounting standards issued but not yet effective In April 2024, the IASB issued IFRS 18, Presentation and Disclosure of Financial Statements (“IFRS 18”), which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented into the three defined categories of operating, investing and finan cing, and by specifying certain defined totals and subtotals. Where company-specific measures related to the income statement are provided, IFRS 18 requires companies to disclose explanations around these measures, which are referred to as management-defined performance measures. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 will not affect the recognition and measurement of items in the financ ial statements, nor will it affect which items are classified in other comprehensive income and how these items are classified. The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statement s. Retrospective application is required, and early application is permitted. We are currently assessing the effect of this new standard on our financial statements.
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1911 Gold Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended September 30, 2025 and 2024 (Unaudited - expressed in thousands of Canadian dollars, except per share amounts) On May 30, 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7 to respond to recent questions arising in practice, and to include new requirements not only for financial institutions but also for corporate entities. These amendments clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion; add new disclosures for certain instruments with contractual terms that can change cash flows (such as some financial instruments with features linked to the achievement of environment, social and governance targets); and update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI). These amendments are effective for reporting periods beginning on or after January 1, 2026. We are curre ntly assessing the impact of these amendments on our financial statements. As at September 30, 2025, there are no other IFRS Accounting Standards or IFRIC interpretations with future effective dates that are expected to have a material impact on the Company. 4. Critical Accounting Estimates and Judgments The preparation of financial statements in conformity with IFRS Accounting Standards requires management to make estimates and assumptions about future events that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the annual financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions, which by their nature are uncertain, affect the carrying value of assets, impact dec isions as to when exploration and evaluation costs should be capitalized or expensed. The Company regularly reviews its estimates and assumptions; however, actual results could differ from these estimates and these differences could be material. Revisions to estimates and the resulting impacts on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively. The Company’s critical accounting estimates and judgments applied in the preparation of these condensed interim financial statements are consistent with those reported in our 2024 annual financial statements. 5. Marketable Securities $ Balance at December 31, 2023 71 Mark-to-market adjustment on fair value of marketable securities (53) Balance at December 31, 2024 18 Mark-to-market adjustment on fair value of marketable securities 41 Balance at September 30, 2025 59 As at September 30, 2025, the Company held 1,745,550 shares of 55 North Mining Inc. During the nine months ended September 30, 2025, the Company recorded a mark-to-market adjustment of $41 (year ended December 31, 2024: $53), bringing the fair value of the shares as at September 30, 2025 to $59 (2024: $18).
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1911 Gold Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended September 30, 2025 and 2024 (Unaudited - expressed in thousands of Canadian dollars, except per share amounts) 6. Plant and Equipment Building Field equipment Vehicles Furniture and equipment Assets under construction Total $ $ $ $ $ $ Cost: Balance at December 31, 2023 13,534 – – 124 – 13,658 Additions – 164 – – – 164 Balance at December 31, 2024 13,534 164 – 124 – 13,822 Additions 292 38 47 – 1,001 1,378 Balance at September 30, 2025 13,826 202 47 124 1,001 15,200 Accumulated depreciation and depletion: Balance at December 31, 2023 (12,666) – – (101) – (12,767) Additions (266) (16) – (10) – (292) Balance at December 31, 2024 (12,932) (16) – (111) – (13,059) Additions (201) (22) (1) (2) – (226) Balance at September 30, 2025 (13,133) (38) (1) (113) – (13,285) Net - December 31, 2024 602 148 – 13 – 763 Net - September 30, 2025 693 164 46 11 1,001 1,915 Leasing of the True North Mill Complex On July 18, 2023, the Company entered into a letter agreement (the “Grid Agreement”) with Grid Metals Corp. (“Grid”) to lease the True North mill complex for future processing of spodumene pegmatite (lithium ore) from Grid’s Donner Lake Lithium Project. The agreement involved a series of milestone payments as well as a net smelter royalty of 1% from the sale of any lithium concentrate from ore processed by the True North mill complex and ongoing payments to cover operating and depreciation costs during the term of the lease. On February 12, 2025, the Company signed an amending agreement to terminate the Grid Agreement. The termination requires Grid to make $450 in additional payments, payable monthly, by October 2025 ($300 paid). During the three and nine months ended September 30, 2025, the Company recognized $100 and $300 of lease payments from the Grid Agreement in rental revenues and other in profit or loss (2024 - $nil and $100). Data Centre Agreements The Company entered into three agreements in June, September and November of 2022 for the lease of a 0.35-hectare parcel of land on the True North site for the purpose of hosting a data processing centre, for a term of 3 to 5 years (the “Data Centre Agreement”). This data centr e is independently operate d and maintained and will utilize excess hydroelectric power available at site for the purposes of providing data processing services to third parties. During the three and nine months ended September 30, 2025, the Company recognized $975 and $2,916 from the Data Centre Agreements in rental revenues and other in profit or loss (three and nine months ended September 30, 2024 - $902 and $3,127).
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1911 Gold Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended September 30, 2025 and 2024 (Unaudited - expressed in thousands of Canadian dollars, except per share amounts) 7. Mineral Properties Mineral properties $ Cost: Balance at December 31, 2023 61,124 Additions 4 Balance at December 31, 2024 61,128 Balance at September 30, 2025 61,128 Accumulated depreciation and depletion: Balance at December 31, 2024 (30,799) Balance at September 30, 2025 (30,799) Net - December 31, 2024 30,329 Net - September 30, 2025 30,329 As a result of the shutdown of mining operations in 2018 and the focus on exploration activity for the foreseeable future, all the Company’s mineral properties are considered to be in the exploration phase. 8. Accounts Payable and Accrued Liabilities September 30, 2025 December 31, 2024 $ $ Accounts payable 2,409 421 Accrued liabilities 39 475 2,448 896 9. Deferred Share Units (“DSUs”) On June 26, 2024, the shareholders of the Company approved a new long -term incentive plan, which is a rolling 10% plan that provides for the grant of Stock Options, Restricted Share Units (“RSUs”) and DSUs. Under the plan, the DSUs can be granted to direct ors as part of their long -term compensation package, entitling them to receive the payout in either cash or shares. Should the payout be in cash, the cash value of the payout would be determined by multiplying the number of DSUs at the payout date by the c losing price of the Company's shares on the day the individual ceased to be a director. Should the payout be in shares, each DSU represents an entitlement to one common share of the Corporation.
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1911 Gold Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended September 30, 2025 and 2024 (Unaudited - expressed in thousands of Canadian dollars, except per share amounts) The Company’s DSUs outstanding as at September 30, 2025 and December 31, 2024 and the changes for the periods then ended are as follows: Number of DSUs Balance at December 31, 2023 – Granted April 15, 2024 79,545 Granted July 8, 2024 103,647 Settled August 21, 2024 (88,412) Balance at December 31, 2024 94,780 Granted January 8, 2025 166,665 Granted January 21, 2025 500,000 Granted April 9, 2025 125,000 Granted July 9, 2025 125,000 Balance at September 30, 2025 1,011,445 All grants under the plan are fully vested upon grant. During the nine months ended September 30, 2025, the Company granted 916,665 DSUs (2024: 183,192) with a n average market value of $0.15 (2024: $0.21), at the date of grants, to non -executive directors. During the year ended December 31, 2024, 88,412 shares were issued as settlement for the DSUs. As at September 30, 2025, there are 1,011,445 (2024: 94,780) DSUs outstanding with a fair value of $0. 91 (2024: $0.15). The total share -based payment expense recognized for DSUs during the three and nine months ended September 30, 2025 was $707 and $905 (three and nine months ended September 30, 2024: $15 and $23). Subsequent to September 30, 2025, the Company issued 125,000 DSUs to directors of the Company. 10. FLOW-THROUGH SHARE PREMIUM LIABILITY Flow-through share premium liabilities include the liability portion of the flow -through shares issued. The following is a continuity schedule of the liability portion of the flow-through share premium liability: $ Balance at December 31, 2023 80 Settlement of flow-through share liability on incurred expenditures (216) Liability incurred on flow-through shares issued during the year 1,542 Balance at December 31, 2024 1,406 Settlement of flow-through share liability on incurred expenditures (1,202) Liability incurred on flow-through shares issued during the year 2,740 Balance at September 30, 2025 2,944 During the nine months ended, 2025, the Company issued 31,163,633 flow-through shares (“CEE Shares”) at $0.288 per CEE Share for gross proceeds of $ 8,975, 10,163,000 flow-through shares (“CDE Shares”) at $0.2 46 per CDE Share for gross proceeds of $ 2,500, and 2,924,000 flow-through shares (“Manitoba CEE Shares”) of the Company issuable to residents in Manitoba at $0. 342 per Manitoba CEE Share for total proceeds of $1,000. A premium of $0.07 per share was recorded for the CEE Shares, a premium of $0.0 3 per share was recorded for the CDE Shares and a premium of $0.12 per share was recorded for the Manitoba CEE Shares.
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1911 Gold Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended September 30, 2025 and 2024 (Unaudited - expressed in thousands of Canadian dollars, except per share amounts) During the year ended December 31, 2024, the Company issued 10,645,540 flow-through shares (“FT Shares”) at $0.19 per FT Share for gross proceeds of $1,969 and 20,032,760 flow -through shares (“Manitoba FT Shares”) of the Company issuable to residents in Ma nitoba at $0.239 per Manitoba FT Share for total proceeds of $4,788. A premium of $0.02 per share was recorded for the FT Shares and a premium of $0.069 per share was recorded for the Manitoba FT Shares. During the nine months ended September 30, 2025, the Company incurred $5,269 of eligible flow-through expenditures and a total flow-through share premium liability of $ 1,202 was amortized to flow-through premium recovery in profit or loss (year ended December 31, 2024 - $216). 11. RECLAMATION OBLIGATIONS The reclamation obligations are related to True North and are estimated based upon the present value of expected cash flows using estimates of inflation and a credit-adjusted discount rate. The undiscounted amount of cash flows required to settle the reclamation obligations was estimated at $9,004 as at September 30, 2025 (December 31, 2024 – $9,004). The key assumptions on which the provision estimates were based in the periods ended September 30, 2025 and December 31, 2024 are: • Expected timing of the cash flows occurs between 2039-2044 based on the expected activities of True North. • The inflation rate used for the period ended September 30, 2025 is 2.00% (year ended December 31, 2024 – 2.00%). • The discount rate used for the period ended September 30, 2025 is 7.37% (year ended December 31, 2024 – 7.37%). The following table provides a summary of changes in the reclamation obligations: $ Balance at December 31, 2023 2,719 Accretion expense 182 Change in estimate 4 Balance at December 31, 2024 2,905 Accretion expense 161 Balance at September 30, 2025 3,066 12. SHARE CAPITAL a) Authorized: Unlimited common shares without par value. b) Shares issued During the nine months ended September 30, 2025: On July 17, 2025 the Company completed a bought deal LIFE offering (the “LIFE Offering”) for gross proceeds of $13,225. The LIFE Offering consisted of the sale of: (i) 3,750,000 common shares of the Company (the “Non-FT Shares”) at a price of $0.20 per Non-FT Share; (ii) 2,924,000 common shares (the “Tranche 1 CEE Shares”) at a price of $0.342 per Tranche 1 CEE Share; (iii) 31,163,633 common shares (the “Tranche 2 CEE Shares” and together with the Tranche 1 CEE Shares, the “CEE Offered Shares”) at a price of $0.288 per Tranche 2 CEE Share; and (iv) 10,163,000 common shares (the “CDE
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1911 Gold Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended September 30, 2025 and 2024 (Unaudited - expressed in thousands of Canadian dollars, except per share amounts) Offered Shares” and, together with the Non-FT Shares and CEE Offered Shares, the “Offered Shares”) at a price of $0.246 per CDE Offered Share. In connection with this private placement, the Company issued 2,505,037 in compensation options valued at $209. The Company issued 716,667 common shares from the exercise of share options (note 12(c)); and The Company issued 27,079,419 common shares from the exercise of share purchase warrants (note 12(e)). During the year ended December 31, 2024: The Company completed a private placement raising gross proceeds of $7,776 (the “Offering”). The Offering was comprised of 7,027,828 non-flowthrough shares of the Company (the “Shares”) at $0.145 per Share for total proceeds of $1,019. The Offering also in cluded 10,645,540 flow -through shares (“FT Shares”) at $0.19 per FT Share for gross proceeds of $1,969 and 20,032,760 flow -through shares (“Manitoba FT Shares”) of the Company issuable to residents in Manitoba at $0.239 per Manitoba FT Share for total proceeds of $4,788. A premium of $0.02 per share was recorded for the FT Shares and a premium of $0.069 per share was recorded for the Manitoba FT Shares; The Company issued 20,029,967 common shares from the exercise of share purchase warrants (note 12(e)); and The Company issued 88,412 shares upon settlement of 88,412 DSUs (note 9). Subsequent to September 30, 2025, the Company issued an additional 2,131,429 common shares from the exercise of warrants and options (see Note 18). c) Options The Company has adopted a share option plan that allows for the issuance of up to 10% of the issued and outstanding shares as incentive share options to directors, officers, employees, and consultants to the Company. Share options granted under the plan may be subject to vesting provisions as determined by the Board of Directors. The options vest as to one-third immediately and one-third after the first and second anniversary of the date of grant, with the exception of 825,000 options that vest 100% on the date of grant, 500,000 options that vest ½ immediately and ½ after the first anniversary, and 300,000 options that vest four months after the date of grant.
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1911 Gold Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended September 30, 2025 and 2024 (Unaudited - expressed in thousands of Canadian dollars, except per share amounts) The Company’s share options outstanding as at September 30, 2025 and December 31, 2024 and the changes for the periods then ended are as follows: Number Weighted average exercise price $ Balance at December 31, 2023 5,306,668 0.35 Granted – April 14, 2024 875,000 0.11 Granted – June 14, 2024 400,000 0.09 Granted – July 8, 2024 200,000 0.11 Granted – August 7, 2024 250,000 0.11 Granted – August 27, 2024 200,000 0.14 Expired (1,406,668) 0.31 Balance at December 31, 2024 5,825,000 0.27 Granted – January 21, 2025 5,700,000 0.155 Granted – May 2, 2025 150,000 0.205 Granted – September 8, 2025 700,000 0.345 Exercised (716,667) 0.16 Expired (965,000) 0.68 Balance at September 30, 2025 10,693,333 0.18 The total share-based payment expense recorded during the three and nine months ended September 30, 2025 was $148 and $471 (2024: $56 and $117). The following table summarizes information about the share options as at September 30, 2025: Exercise price per share of options outstanding Number of options outstanding Weighted average remaining life (years) Weighted average exercise price of options exercisable Number of options exercisable Expiry date $0.35 600,000 1.34 $0.35 600,000 February 2, 2027 $0.40 300,000 1.45 $0.40 300,000 March 15, 2027 $0.38 450,000 1.50 $0.38 450,000 April 1, 2027 $0.09 300,000 1.70 $0.09 300,000 June 14, 2027 $0.16 800,000 2.31 $0.16 266,666 January 21, 2028 $0.10 1,335,000 2.91 $0.10 1,335,000 August 28, 2028 $0.11 625,000 3.54 $0.11 416,666 April 15, 2029 $0.09 100,000 3.71 $0.09 66,666 June 14, 2029 $0.11 200,000 3.77 $0.11 133,333 July 8, 2029 $0.11 250,000 3.85 $0.11 250,000 August 7, 2029 $0.14 200,000 3.91 $0.14 133,333 August 27, 2029 $0.155 4,683,333 4.31 $0.155 1,516,666 January 21, 2030 $0.205 150,000 4.59 $0.205 50,000 May 2, 2030 $0345 700,000 4.94 $0.345 254,166 September 8, 2030
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1911 Gold Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended September 30, 2025 and 2024 (Unaudited - expressed in thousands of Canadian dollars, except per share amounts) The fair value of options recognized has been estimated using the Black -Scholes Option Pricing Model with the following assumptions on the grant date of the options: Grant date Expected Option life (years) Risk-free interest rate Dividend yield Expected volatility(1) Weighted average fair value April 15, 2024 5.00 3.74% Nil 75% $0.07 June 14, 2024 3.00 3.77% Nil 75% $0.04 June 14, 2024 5.00 3.41% Nil 75% $0.05 July 8, 2024 5.00 3.57% Nil 75% $0.07 August 7, 2024 5.00 3.03% Nil 75% $0.06 August 27, 2024 5.00 2.97% Nil 75% $0.09 January 21, 2025 5.00 3.02% Nil 75% $0.09 January 21, 2025 3.00 2.94% Nil 75% $0.09 May 2, 2025 5.00 2.67% Nil 75% $0.13 September 8, 2025 5.00 2.81% Nil 75% $0.22 [1] The expected volatility was calculated by taking the average volatility of similar junior resource companies. The weighted average share price on the date of option exercises during the nine months ended September 30, 2025 was $0.34 (2024 – N/A). Subsequent to September 30, 2025, the Company granted 1,650,000 share options to officers and employees of the company (note 18). d) Compensation Options As part of the LIFE Offering on July 17, 2025, the Company agreed to issue the underwriters compensation options (the “Compensation Options”). Each Compensation Option is exercisable to acquire one common share of the Company at $0.22 for a period of 24 months from the closing date of the LIFE Offering, except Compensation Options issued with respect to president’s list purchasers, with such Compensation Options to be exercisable for a period of nine months from the closing date of the LIFE Offering. The Company’s compensation options outstanding as at September 30, 2025 and December 31, 2024 and the changes for the periods then ended are as follows: Number Weighted average exercise price $ Balance at December 31, 2023 – – Balance at December 31, 2024 – – Issued 2,505,037 0.22 Balance at September 30, 2025 2,505,037 0.22
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1911 Gold Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended September 30, 2025 and 2024 (Unaudited - expressed in thousands of Canadian dollars, except per share amounts) The balance of compensation options outstanding as at September 30, 2025 is as follows: Expiry date Exercise price Remaining life (years) Compensation options outstanding April 17, 2026 $0.22 0.55 375,000 July 17, 2027 $0.22 1.79 2,130,037 The fair value of compensation options recognized has been estimated using the Black -Scholes Option Pricing Model with the following assumptions on the grant date of the compensation options: Grant date Expected compensation option life (years) Risk-free interest rate Dividend yield Expected volatility(1) Weighted average fair value July 17, 2025 0.75 2.38% Nil 75% $0.05 July 17, 2025 2.00 2.38% Nil 75% $0.09 [1] The expected volatility was calculated by taking the average volatility of similar junior resource companies. e) Warrants The Company’s warrants outstanding as at September 30, 2025 and December 31, 2024 and the changes for the periods then ended are as follows: Number Weighted average exercise price $ Balance at December 31, 2023 61,739,882 0.16 Exercised ((20,029,967) 0.10.10 Balance at December 31, 2024 41,709,915 0.18 Exercised (27,079,419) 0.10 Balance at September 30, 2025 14,630,496 0.34 The weighted average share price on the date of warrant exercises during the nine months ended September 30, 2025 was $0.33 (2024 - $0.16). The balance of warrants outstanding as at September 30, 2025 is as follows: Expiry Date Exercise Price Remaining Life (Years) Warrants Outstanding December 22, 2025 $0.10 0.23 13,380,496 February 11, 2029 $1.52 3.37 625,000 April 3, 2032 $4.24 6.51 625,000
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1911 Gold Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended September 30, 2025 and 2024 (Unaudited - expressed in thousands of Canadian dollars, except per share amounts) f) Restricted Share Units (“RSUs”) On June 26, 2024, the shareholders of the Company approved a new long -term incentive plan, which is a rolling 10% plan that provides for the grant of Stock Options, RSUs and DSUs. The RSUs can be granted to officers of the Company and vest as to one-third after the first, second, and third anniversary of the date of grant. The Company’s RSUs outstanding as at September 30, 2025 and December 31, 2024 and the changes for the periods then ended are as follows: Number of RSUs Balance at December 31, 2023 – Balance at December 31, 2024 – Granted January 21, 2025 325,000 Balance at September 30, 2025 325,000 During the nine months ended September 30, 2025, the Company granted 325,000 RSUs (2024: nil) with a market value of $0.15, at the date of grants, to officers of the Company. The total share-based payment expense recorded during the three and nine months ended September 30, 2025 related to the RSUs was $7 and $19 (2024: $nil and $nil). Subsequent to period end, the Company granted 300,000 RSUs to an officer of the company. 13. SEGMENT INFORMATION The Company’s has one operating segment, the Rice Lake property, which is located in Manitoba, Canada. All non-current assets are located within this operating segment. 14. RELATED PARTY TRANSACTIONS Key Management Compensation Key management includes directors and executive officers of the Company. During the three and nine months ended September 30, 2025 and 2024, the Company incurred the following charges by key management of the Company and by companies controlled by them: Three months ended September 30 Nine months ended September 30 2025 2024 2025 2024 $ $ $ $ Salaries and wages 169 147 507 430 Consulting fees 22 20 66 43 Director fees 37 24 111 59 Share–based payments 768 22 1,199 59 996 213 1,883 591
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1911 Gold Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended September 30, 2025 and 2024 (Unaudited - expressed in thousands of Canadian dollars, except per share amounts) Of the $507 in salaries and wages, $ 330 was recorded in salaries and benefits expense and $ 177 in exploration and evaluation expense (2024 – $288 and $ 141, respectively). Director fees are also recorded in salaries and benefits expense. Of the consulting fees, $ 21 was recorded in professional fees and advisory and $ 45 in exploration and evaluation expense (2024 - $15 and $28, respectively). As at September 30, 2025, $130 was owing to directors, officers or companies controlled by them related to their director fees, salaries, and professional fees (December 31, 2024 - $230). Other than the amounts disclosed above, there was no other compensation paid or payable to key management for employee services for the reported periods. 15. FINANCIAL INSTRUMENTS AND CAPITAL MANAGEMENT Capital Management The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern so that it can provide returns for shareholders and benefits for other stakeholders, and to explore and develop assets with a view to building a diversified mineral resource company. The capital structure of the Company consists of equity attributable to common shareholders of $34,818. The Company manages the capital structure and adjusts it based on changes in economic conditions and the risk characteristics of the mineral property assets. In order to maintain or adjust the capital structure, the Company may issue new shares through equity offerings or sell assets to fund activities. Management reviews its capital management approach on a regular basis. The Company is not subject to externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the nine months ended September 30, 2025. Financial Instruments Fair value Financial instrument disclosures establish a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company primarily applies the market approach for recurring fair value measurements. This section describes three input levels that may be used to measure fair value: Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide information on an ongoing basis. Level 2 – quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – unobservable inputs that are supported by little or no market activity.
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1911 Gold Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended September 30, 2025 and 2024 (Unaudited - expressed in thousands of Canadian dollars, except per share amounts) The Company’s financial instruments consist of cash and cash equivalents, restricted cash, marketable securities, accounts payable and accrued liabilities. The carrying values of cash and cash equivalents, accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these financial instruments. Restricted cash is measured at fair value. Marketable securities are recorded at FVTPL and are measured at fair value using Level 1 inputs. There have been no movements between levels of the fair value hierarchy during the nine months ended September 30, 2025 The Company’s activities potentially expose it to a variety of financial risks, including liquidity risk, credit risk and market risk. These risks are described below and have not changed during the nine months ended September 30, 2025. Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset (see Note 1). The Company closely monitors and reviews its costs incurred and actual cash flows against the approved budget on a monthly basis to ensure the Company’s access to funds is adequate to support the Company’s operations on an ongoing basis. The Company expects to be able to meet its commitments, continue operations and realize its assets and discharge its liabilities in the normal course of operations for at least twelve months from period end. At September 30, 2025, the Company had working capital (current assets less current liabilities) of $6,160 (December 31, 2024 –$5,498). Future operations or exploration programs will require additional financing primarily through equity markets or other forms of financing such as joint venture partnerships. 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 arises from cash and cash equivalents, and restricted cash held with banks and financial institutions. The maximum exposure to credit risk is equal to the carrying value of the se financial assets. The Company considers credit risk with respect to its cash and cash equivalents, and restricted cash to be immaterial as all of these instruments are held in large Canadian financial institutions. Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk. There has been no change to this risk during the nine months ended September 30, 2025. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company has cash balances, interest-bearing bank accounts and no interest-bearing debt. Therefore, the Company considers this risk to be immaterial. Currency risk Currency risk is the risk that future cash flows will fluctuate because of changes in foreign exchange rates. The Company is not exposed to significant currency risk. Other price risk Other price risk is t he risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer or by factors affecting all similar financial
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1911 Gold Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended September 30, 2025 and 2024 (Unaudited - expressed in thousands of Canadian dollars, except per share amounts) instruments traded in the market. The Company is exposed to other price risk in respect of its marketable securities. The Company considers this risk to be immaterial. 16. SUPPLEMENTAL CASH FLOW INFORMATION Investing and financing activities that do not require the use of cash are excluded from the statements of cash flows. The following transactions were excluded from the statement of cash flows: During the nine months ended September 30, 2025: • The recognition of an asset in property, plant and equipment and related lease obligation in the amount of $292 related to the lease of two compressors; and • The movement of $241 of plant and equipment included in accounts payable during the period; and • The movement of $62 from stock option reserve to equity as the result of option exercises during the period; and • The compensation options issued as part of the non-cash share issuance costs in the LIFE Offering (note 12(d)) in the amount of $209. During the nine months ended September 30, 2024: • $11 from the issuance of common shares as DSU settlement. The Company paid or accrued $nil for income taxes during the nine months ended September 30, 2025 (2024 - $nil). 17. COMMITMENTS AND CONTINGENCIES True North Mine Closure Plan and Financial Security In connection with the Company’s reclamation obligations (Note 11), the Company is obligated to provide financial security to the Province of Manitoba. In 2021 the Company provided partial financial security through the provision of a third-party surety for $800 which included a cash deposit of $400 held by the third -party surety provider with the remaining $400 covered by the surety insurance. This cash deposit is included in restricted cash on the Statement s of Financial Position. In addition to the finan cial security amounts to be added to the surety above, the Company will pledge certain physical assets, notably the plant and equipment, as security against the entirety of the reclamation obligations, until such time as the financial security adequately covers the closure costs.
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1911 Gold Corporation Notes to the Condensed Interim Financial Statements For the three and nine months ended September 30, 2025 and 2024 (Unaudited - expressed in thousands of Canadian dollars, except per share amounts) 18. SUBSEQUENT EVENTS Private placement On October 20, 2025, the Company received notice from the TSX -V Venture Exchange that it would not approve the $17,000 “Best Efforts” LIFE offering and private placement announced on September 19, 2025. The Company subsequently appealed this decision; however, the appeal was denied by the TSX-V on November 6, 2025 On November 12, 2025, the Company commenced a $20,000 “Best Efforts” LIFE offering and private placement , which is anticipated to close on or about December 4, 2025. Issuance of DSUs Subsequent to September 30, 2025, the Company issued 125,000 DSUs to directors of the Company. Each DSU entitles the holder to receive one share of the Company, or in certain circumstances, a cash payment equal to the value of one share of the Company, when the holder ceases to be a director of the Company. Issuance of RSUs Subsequent to period end, the Company granted 300,000 RSUs to an officer of the company. Issuance of stock options Subsequent to September 30, 2025, the Company granted 1,650,000 share options to officers and employees of the company. Issuance of common shares from the exercise of options 250,000 common shares from the exercise of options for a value of $58. Issuance of common shares from the exercise of warrants 1,881,429 common shares from the exercise of share purchase warrants for a value of $188.