Financial statements
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Rock Tech Lithium Inc. Condensed Interim Consolidated Financial Statements June 30, 2026 Expressed in Canadian Dollars (CAD) Condensed Interim Consolidated Statements of Financial Position Condensed Interim Consolidated Statements of Loss and Comprehensive Loss Condensed Interim Consolidated Statements of Shareholders’ Equity Condensed Interim Consolidated Statements of Cash Flows Notes to the Condensed Interim Consolidated Financial Statements
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Rock Tech Lithium Inc. Condensed Interim Consolidated Statements of Financial Position (Expressed in Canadian dollars) (Unaudited) The accompanying notes are an integral part of the condensed interim consolidated financial statements 2 NATURE OF OPERATIONS (Note 1) SUBSEQUENT EVENTS (Note 16) Approved on behalf of the Board on August 31, 2026: “Dirk Harbecke” “Michelle Gahagan” Dirk Harbecke – Director Michelle Gahagan – Director June 30, December 31, Note 2026 2025 ASSETS Current assets Cash $ 1,968,455 $ 2,660,049 Restricted cash 9 298,417 341,168 Receivables 3 244,511 758,470 Prepaid expenses and deposits 866,702 343,646 Total Current Assets 3,378,085 4,103,333 Non-current assets Property, plant and equipment 4 3,301,174 3,312,493 Right of use assets 5 263,323 381,796 Exploration and evaluation assets 6 27,837,147 27,555,393 Investment in joint venture 7 828,503 797,677 TOTAL ASSETS $ 35,608,232 $ 36,150,692 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable and accrued liabilities 8, 11 $ 2,743,478 $ 1,425,474 Current portion of lease liabilities 5 275,459 267,865 Deferred government grant 9 298,417 341,168 Total Current Liabilities 3,317,354 2,034,507 Non-current liabilities Non-current portion of lease liabilities 5 13,329 151,221 TOTAL LIABILITIES 3,330,683 2,185,728 SHAREHOLDERS' EQUITY Share capital 10 186,390,221 181,938,793 Reserves 10 29,843,934 28,334,230 Accumulated other comprehensive income 642,547 587,303 Deficit (184,599,153) (176,895,362) TOTAL SHAREHOLDERS' EQUITY 32,277,549 33,964,964 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 35,608,232 $ 36,150,692
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Rock Tech Lithium Inc. Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Expressed in Canadian dollars) (Unaudited) The accompanying notes are an integral part of the condensed interim consolidated financial statements 3 Note 2026 2025 2026 2025 Expenses Consulting fees $ 2,142,646 $ 592,981 $ 2,925,067 $ 1,255,014 Community relations 10 12,351 689,827 18,386 708,633 Depreciation 4, 5 63,726 106,984 157,482 214,863 Downstream development 12 8,233 193,468 82,406 424,382 Finance charges 5 3,312 5,676 7,274 11,713 Foreign exchange loss 13 45,003 12,197 47,821 45,554 General administration 332,612 301,132 611,238 594,531 Marketing and communication 71,816 96,254 108,182 177,130 Professional fees 51,387 138,039 286,328 370,920 Research and development 9 34,565 - 520,797 - Salaries and wages 11 773,371 874,842 1,747,781 1,600,417 Stock-based payments 10, 11 1,408 269,098 1,509,704 1,919,479 Total expenses (3,540,430) (3,280,498) (8,022,466) (7,322,636) Other items: Interest income (15,171) (16,897) (33,855) (28,429) Government grant income 9 (207,725) - (307,257) - Share of net loss (income) in joint venture 7 (4,622) 1,197 (960) 814 Net loss for the period (before taxes) (3,312,912) (3,264,798) (7,680,394) (7,295,021) Current income tax recovery (expense) (13,429) 6,543 (23,397) (12,138) Net loss for the period $ (3,326,341) $ (3,258,255) $ (7,703,791) $ (7,307,159) Other comprehensive income: Item that may be reclassified to profit or loss Foreign currency translation 57,401 65,775 55,244 240,157 Comprehensive loss for the period $ (3,268,940) $ (3,192,480) $ (7,648,547) $ (7,067,002) Loss per share - basic and diluted $ (0.03) $ (0.03) $ (0.06) $ (0.07) 119,999,985 108,096,537 118,606,180 106,284,382 Six months ended June 30, Weighted average number of shares outstanding - basic and diluted Three months ended June 30,
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Rock Tech Lithium Inc. Condensed Interim Consolidated Statements of Shareholders’ Equity (Expressed in Canadian dollars) (Unaudited) The accompanying notes are an integral part of the condensed interim consolidated financial statements 4 Note Number Amount Conversion feature reserve Stock option reserve Warrant reserve Accumulated other comprehensive income Deficit Total Shareholders' Equity Balance, December 31, 2024 104,096,537 $ 172,341,548 $ 75,994 $ 22,585,005 $ 2,809,440 $ 282,465 $ (165,244,225) $ 32,850,227 Units issued in private placement 4,000,000 4,000,000 - - - - - 4,000,000 Share issuance costs - (69,714) - - - - - (69,714) Stock-based payments 10 - - - 1,919,479 - - - 1,919,479 Expenses paid by issuance of warrants - - - - 676,332 - - 676,332 Loss and comprehensive income for the period - - - - - 240,157 (7,307,159) (7,067,002) Balance, June 30, 2025 108,096,537 $ 176,271,834 $ 75,994 $ 24,504,484 $ 3,485,772 $ 522,622 $ (172,551,384) $ 32,309,322 Balance, December 31, 2025 115,328,158 $ 181,938,793 $ 75,994 $ 24,512,708 $ 3,745,528 $ 587,303 $ (176,895,362) 33,964,964 Units issued in private placements 10 4,671,827 4,671,827 - - - - - 4,671,827 Share issuance costs 10 - (220,399) - - - - - (220,399) Stock-based payments 10 - - - 1,509,704 - - - 1,509,704 Loss and comprehensive income for the period - - - - - 55,244 (7,703,791) (7,648,547) Balance, June 30, 2026 119,999,985 $ 186,390,221 $ 75,994 $ 26,022,412 $ 3,745,528 $ 642,547 $ (184,599,153) $ 32,277,549 Common Shares Reserves
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Rock Tech Lithium Inc. Condensed Interim Consolidated Statements of Cash Flows (Expressed in Canadian dollars) (Unaudited) The accompanying notes are an integral part of the condensed interim consolidated financial statements 5 Supplemental cash flow information: • As at June 30, 2026, exploration and evaluation expenditures included in accounts payable and accrued liabilities totaled $61,654 (December 31, 2025 - $39,283). • During the six months ended June 30, 2026 and 2025, the Company paid income taxes of $nil. Note 2026 2025 Operating Activities Net loss for the period $ (7,703,791) $ (7,307,159) Items Not Affecting Cash: Depreciation 4, 5 157,482 214,863 Finance charges 5 7,274 11,713 Accrued interest income (7,218) - Share of net (income) loss in joint venture 7 (960) 814 Stock-based payments 10 1,509,704 1,919,479 Expenses paid by issuance of warrants - 676,332 Changes in Non-Cash Operating Working Capital: Restricted cash 304,196 - Receivables 521,177 48,692 Prepaid expenses and deposits (523,056) (54,572) Accounts payable and accrued liabilities 1,295,633 97,271 Deferred government grant 9 (304,196) - Net Cash used in Operating Activities (4,743,755) (4,392,567) Investing Activities Expenditures on exploration and evaluation assets 6 (259,383) (316,464) Purchase of property, plant and equipment - (205,849) Transfer to restricted cash 9 (259,955) (155,230) Net Cash used in Investing Activities (519,338) (677,543) Financing Activities Proceeds from private placements 10 4,671,827 4,000,000 Share issuance costs 10 (220,399) (69,714) Receipt of government grant 9 259,955 155,230 Lease payments made 5 (139,735) (131,311) Net Cash provided by Financing Activities 4,571,648 3,954,205 Effect of foreign exchange on cash (149) 50,541 Net change in cash and cash equivalents (691,594) (1,065,364) Cash, beginning of year 2,660,049 3,684,092 Cash, end of period $ 1,968,455 $ 2,618,728 Six months ended June 30,
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Rock Tech Lithium Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Expressed in Canadian dollars) (Unaudited) 6 1. Nature of operations Rock Tech Lithium Inc. (the “Company”) was incorporated in British Columbia (“BC”) and is a Tier I listed issuer on the TSX Venture Exchange (“TSX -V”) and trades under the symbol “RCK”. The Company is strategically focused on developing and optimizing high -quality battery grade lithium hydroxide monohydrate through the construction and operation of multiple lithium hydroxide manufacturing plants (each, a “Converter”) in Europe and North A merica, beginning with the Company’s proposed lithium hydroxide merchant Converter and refinery facility in Guben, Germany (the “Guben Converter”) and on developing its wholly-owned Georgia Lake spodumene project located in the Thunder Bay Mining District of Ontario, Canada (the “Georgia Lake Project”). The head office, principal address and records office of the Company is located at 40 Temperance Street, Suite 2700, Toronto, ON, Canada, M5H 0B4. 2. Basis of preparation and material accounting policies These condensed interim consolidated financial statements were authorized for issue on August 31, 2026, by the directors of the Company. Basis of preparation The condensed interim consolidated financial statements for three and six months ended June 30, 2026 and 202 5 (the “consolidated financial statements”) have been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Comm ittee applicable to the preparation of interim financial statements including International Accounting Standard 34 Interim Financial Reporting . These consolidated financial statements do not include all disclosures required for annual financial statements. Accordingly, they should be read in conjunction with the notes to the Company’s audited consolidated financial statements for the years ended December 31, 202 5 and 2024 (the “Annual Financial Statements”). The consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, modified where applicable. Presentation and functional currency These consolidated financial statements are presented in Canadian dollars ( “CAD”). The Company’s functional currency is CAD. An entity’s functional currency is the currency of the primary economic environment in which an entity operates and is listed below for each of the Company’s subsidiaries. References to “USD” are to United States dollars and references to “€” or “EUR” are to Euros. Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Details of wholly owned subsidiaries are as follows: Subsidiary Province / Country of incorporation Functional currency Percentage owned June 30, 2026 December 31, 2025 Rock Tech Georgia Lake Inc. Ontario CAD 100% 100% Rock Tech Consulting GmbH Germany EUR 100% 100% Rock Tech Guben GmbH Germany EUR 100% 100% Rock Tech Superior North Ontario CAD 100% 100% Inter-company balances and transactions, including income and expenses arising from inter -company transactions, are eliminated on consolidation.
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Rock Tech Lithium Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Expressed in Canadian dollars) (Unaudited) 7 2. Basis of preparation and material accounting policies (continued) Material accounting policies In the preparation of these consolidated financial statements, the Company used the same accounting policies as in the Annual Financial Statements. IFRS 7 and IFRS 9 - Classification and Measurement of Financial Instruments On May 30, 2024, the IASB issued amendments to IFRS 9 Financial Instruments and related amendments to IFRS 7 to address matters identified during the post ‑implementation review of the classification and measurement requirements. The amendments clarify the recognition and derecognition dates for certain financial assets and liabilities, update guidance on the settlement of financial liabilities through electr onic payment systems, and clarify the assessment of contractual cash flow characteristics, including for instruments with contingent features such as ESG ‑linked terms. Additional disclosure requirements were also introduced for certain financial instruments. The amendments are effective for annual reporting periods beginning on or after January 1, 2026. Management has assessed the amendments and concluded that their adoption did not have a material impact on the Company’s consolidated financial statements. Significant judgments In the preparation of these consolidated financial statements, the Company used the same significant accounting judgments and sources of estimation uncertainty as in the Annual Financial Statements . 3. Receivables 4. Property, plant and equipment June 30 December 31 2026 2025 Promissory note receivable -$ 503,040$ GST/VAT receivables 244,511 255,430 244,511 758,470 Land Building Leasehold Improvements Equipment Computer Software Asset under Construction Total Cost: At December 31, 2024 $ 1,880,466 $ 76,752 $ 28,819 $ 168,342 $ 517,405 $ 1,091,822 $ 3,763,606 Foreign exchange 146,250 - 2,241 23,860 40,240 84,915 297,506 At December 31, 2025 $ 2,026,716 $ 76,752 $ 31,060 $ 192,202 $ 557,645 $ 1,176,737 $ 4,061,112 Foreign exchange 16,250 - 249 1,068 4,471 9,435 31,473 At June 30, 2026 $ 2,042,966 $ 76,752 $ 31,309 $ 193,270 $ 562,116 $ 1,186,172 $ 4,092,585 Accumulated amortization: At December 31, 2024 $ - $ (2,418) $ (10,424) $ (160,399) $ (321,503) $ - $ (494,744) Foreign exchange - - 47 (23,425) (27,730) - (51,108) Charge for the year - (8,435) (8,788) (7,294) (178,250) - (202,767) At December 31, 2025 $ - $ (10,853) $ (19,165) $ (191,118) $ (527,483) $ - $ (748,619) Foreign exchange - - (189) (1,065) (4,501) - (5,755) Charge for the period - (2,411) (3,961) (533) (30,132) - (37,037) At June 30, 2026 $ - $ (13,264) $ (23,315) $ (192,716) $ (562,116) $ - $ (791,411) Net book value: At December 31, 2025 $ 2,026,716 $ 65,899 $ 11,895 $ 1,084 $ 30,162 $ 1,176,737 $ 3,312,493 At June 30, 2026 $ 2,042,966 $ 63,488 $ 7,994 $ 554 $ - $ 1,186,172 $ 3,301,174
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Rock Tech Lithium Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Expressed in Canadian dollars) (Unaudited) 8 5. Right of use asset and lease liability The right-of-use asset and lease liability relate to the Company’s long -term office lease, which expires in 2027. In July 2025, the lease agreement was amended to reflect a change in the base rent, resulting in an additional recognition of right -of-use asset and lease liability of $ 10,252 during the year ended December 31, 2025. For the six months ended June 30, 2026, the Company recorded interest expense on the lease liability of $7,274 (2025 - $11,713), which was recorded within finance charges. Right-of-use assets: Balance - December 31, 2024 565,868$ Lease modification 10,252 Foreign exchange 40,690 Depreciation (235,014) Balance - December 31, 2025 381,796$ Lease modification - Foreign exchange 1,972 Depreciation (120,445) Balance - June 30, 2026 263,323$ Lease liability: Balance - December 31, 2024 615,562$ Lease modification 10,252 Foreign exchange 44,310 Lease payments (272,839) Finance expense 21,801 Balance - December 31, 2025 419,086$ Lease modification - Foreign exchange 2,163 Lease payments (139,735) Finance expense 7,274 Balance - June 30, 2026 288,788$ Current lease liability included in lease 275,459$ Non-current lease liability included in long-term lease 13,329 Total 288,788$ Maturity Analysis - Undiscounted contractual remaining payments: Year ended December 31, 2026 140,998$ 2027 154,372$ Total 295,370$
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Rock Tech Lithium Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Expressed in Canadian dollars) (Unaudited) 9 6. Exploration and evaluation assets Georgia Lake, Ontario The Company holds a 100% interest in the Georgia Lake lithium project. The Georgia Lake project is subject to a 1.5% Net Smelter Return Royalty. Option Agreement – Victory Property On June 17, 2026, the Company entered into an option agreement with Bounty Gold Corp. and Last Resort Resources Ltd. to acquire a 100% interest in certain mining claims comprising the Victory Property (the “Property”). Under the terms of the agreement, the Company may exercise the option over a period of up to two years by completing the following: • Cash payments of $600,000 and issuance of common shares with an aggregate value of $400,000 in three tranches • Exploration expenditures: up to $500,000 of qualifying expenditures • Contingent milestone payments: up to $3,000,000, payable upon achievement of specified mineral resource estimates The first tranche, consisting of $150,000 in cash and $100,000 in common shares, falls due within five days of TSX Venture Exchange approval of the option if the Company elects to proceed. Such approval had not been received as at June 30, 2026 , and accordingly no amounts were recognized in exploration and evaluation assets in respect of the Victory Property at reporting date. Approval was received subsequent to June 30, 2026 (Note 16). Upon exercise of the option, the Optionors will retain a net smelter return royalty ranging from 1% to 2% on the Property, subject to certain buyback rights held by the Company. As at June 30, 2026, the Company has not exercised the option and has not incu rred material expenditures or issued any shares under the agreement. For the six months ended For the year ended June 30, 2026 December 31, 2025 Georgia Lake: Balance, beginning of year $ 27,555,393 $ 26,997,254 Costs incurred during the period: General management 222,522 403,231 Exploration 11,411 32,270 Environment and permitting 47,821 122,638 Balance, end of period 27,837,147 27,555,393
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Rock Tech Lithium Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Expressed in Canadian dollars) (Unaudited) 10 7. Investment in joint venture In October 2022, the Company and Transamine Holdings and Investments Limited (“Transamine”) entered into a definitive agreement to form a joint venture entity c alled RTT Lithium SA (“RTT”). Pursuant to the definitive agreement, RTT shall identify, pursue, and secure the supply of and establish a new route for lithium-bearing spodumene for the Company's planned European lithium converters. During the year ended December 31, 2022, the Company contributed a 500,000 Swiss Francs (“CHF”) initial investment, representing 50% ownership of RTT. As t he Company does not have unilateral control over RTT, but exercises joint control through the contractual arrangement, the investment in RTT is accounted for using the equity method. 8. Accounts payable and accrued liabilities 9. Restricted cash and Deferred government grant A summary of the Company’s restricted cash and deferred government grant for the six months ended June 30, 2026 is as follows: June 30 December 31, 2026 2025 Balance, beginning of year $ 797,677 $ 759,605 Company's share of RTT's net income (loss) 960 75,714 Company's equity - other comprehensive income (loss) 29,866 (37,642) Investment in joint venture, carrying value $ 828,503 $ 797,677 June 30 December 31, As at 2026 2025 Current assets $ 1,662,401 $ 1,639,390 Current liabilities (5,396) (44,036) Net assets $ 1,657,005 $ 1,595,354 The Company's share of net assets - 50% (2025 - 50%) $ 828,503 $ 797,677 Spodumene Processing Grant Crude Tall Oil Flotation MaaSiveTwin Total Balance, December 31, 2025 100,733$ -$ 240,435$ 341,168$ Additional grant 154,955 105,000 - 259,955 Amount recognized as government grant income (255,688) - (48,508) (304,196) Foreign exchange effect - - 1,490 1,490 Balance, June 30, 2026 -$ 105,000$ 193,417$ 298,417$ June 30, December 31, 2026 2025 Trade payables $ 1,818,722 $ 728,121 Accrued liabilities 924,756 697,353 $ 2,743,478 $ 1,425,474
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Rock Tech Lithium Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Expressed in Canadian dollars) (Unaudited) 11 9. Restricted cash and Deferred government grant (continued) Energy‑Efficient Spodumene Processing Grant On May 12, 2025, the Company entered into a funding agreement with the Province of Ontario (the “Province”) to support the development of an energy-efficient process for sorting and upgrading low-grade spodumene ores from the Company’s Georgia Lake site. Under the agreement, the Province has committed to contribute a maximum of $388,074 toward eligible project costs, representing 50% of the total approved project budget. The Company received total funding of $367,685, including $212,730 received during the year ended December 31, 2025 and the final instalment of $154,955 received in April 2026. The grant received is recorded as a deferred government grant liability , with a corresponding increase in restricted cash. As the project relates to the development of new processing technology rather than exploration and evaluation of mineral resources, expenditures are recognized as research and development expenses in the consolidated statement of loss and comprehensive loss as incurred. As eligible expenditures are paid by the Company , the related portion of the deferred government grant is recognized as government grant income in the consolidated statement of loss on a systematic basis . The grant funds are restricted to the specified project under the agreement, which expired in April 2026. During the six months ended June 30, 2026, the Company incurred $520,797 and paid $547,740 in research and development costs related to this project (2025 – $nil and $nil, respectively). Accordingly, the Company recognized government grant income of $255,688 during the period and fully utilized the restricted funds. As at June 30, 2026, restricted cash and the corresponding deferred government grant liability related to this project were nil (December 31, 2025 – $100,733). Crude Tall Oil Flotation Research Grant On March 31, 2026, the Company entered into a second funding agreement with the Province of Ontario under the Critical Minerals Innovation Fund to support research into the use of crude tall oil as a flotation collector for spodumene processing. Under the agreement, the Province committed to contribute up to $262,500 toward eligible project costs, representing 50% of the approved project budget. In May 2026, the Company received the initial instalment of $105,000. As no eligible expenditures had been incurred under the project as at June 30, 2026, the full amount remained recorded as deferred government grant liabilities, with a corresponding amount recognized as restricted cash. MaaSiveTwin Project The Company is a beneficiary under the Horizon Europe project “MaaSiveTwin” funded by the European Health and Digital Executive Agency. The Company’s maximum grant entitlement is €309,188 at a 100% funding rate for eligible project costs. As at June 30, 2026, the Company had received $240,181 (€149,440) representing its allocated share of the project’s initial pre-financing. No additional amounts were received during the six months ended June 30, 2026. During the six months ended June 30, 2026, the Company incurred $48,508 (€30,180) of eligible salaries and wages expenses under the MaaSiveTwin project. Accordingly, the Company recognized government grant income of $48,508, representing the portion of the grant related to eligible expenditures incurred during the period, with a corresponding reduction in restricted cash and deferred government grant.
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Rock Tech Lithium Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Expressed in Canadian dollars) (Unaudited) 12 10. Share capital Authorized share capital Unlimited number of common shares without par value. Issued share capital During the six months ended June 30, 2026, the Company had the following share transactions: o On February 25, 2026, the Company closed a private placement in which it issued 4,671,827 units for gross proceeds of $4,671,827. Each unit consists of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one common share of the Company at $1.15 until February 26, 2029. Using the residual method, all gross proceeds were allocated to share capital, as the closing share price on the issuance date exceeded the unit price. In connection with the private placement, the Company incurred cash share issuance costs of $ 220,399. During the year ended December 31, 2025, the Company had the following share transactions: o On March 25, 2025, the Company closed a private placement in which it issued 4,000,000 units for gross process of $4,000,000. Each unit consists of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one common share of the Company at $1.30 until March 24, 2028. Using the residual method, all gross proceeds were allocated to share capital, as the closing share price on the issuance date exceeded the unit price. In connection with the private placement, the Company incurred cash share issuance costs of $69,714. o In September 2025, the Company closed a private placement in which it issued 7,231,621 units for gross proceeds of $6,508,459. Each unit consisted of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one common share of the Company at $1.17 within 36 months of issuance. Using the residual method, $6,223,206 of the proceeds was allocated to share capital and $285,253 to warrant reserves . In connection with the private placement, the Company incurred cash share issuance costs of $581,744, of which $556,247 was allocated to share capital and $25,497 to warrant reserve. Basic and diluted loss per share The calculation of basic and diluted loss per share for the six months ended June 30, 2026 and 2025 were based on the loss attributable to common shareholders and the weighted average number of common shares outstanding. Diluted loss per share did not include the effect of stock options and warrants as the effect would be anti-dilutive.
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Rock Tech Lithium Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Expressed in Canadian dollars) (Unaudited) 13 10. Share capital (continued) Stock options In June 2026, the Company adopted an Omnibus Equity Incentive Plan under which stock options, restricted share units, performance share units and deferred share units may be granted to directors, officers, employees and consultants of the Company. The maximum number of c ommon shares reserved for issuance pursuant to stock options is equal to 10% of the Company's issued and outstanding common shares on a rolling basis. In addition, up to 21,457,327 common shares are reserved for issuance pursuant to restricted share units, performance share units and deferred share units. The number of common shares issuable to any one participant may not exceed 5% of the Company's outstanding common shares in any one-year period unless disinterested shareholder approval is obtained. On March 25, 2025, the Company granted 2,380,000 stock options to employees, officers and directors of the Company. The options have an exercise price of $1.00 and fully vested immediately on grant date, with an expiry date of March 24, 2030. The grant date fair value of these options was $1,642,200 based on the Black-Scholes Option Pricing Model, with the following inputs: share price of $1. 00; risk free rate of 2.65%; volatility of 87%; dividend rate of 0%; forfeiture rate of 0%; and expected life of 5 years. Expected volatility was determined based on the historical volatility of the Company’s share price returns over a period equivalent to the expected life of the options as of the grant date. On June 20, 2025, the Company granted 410,000 stock options to certain officers and consultants of the Company. The options have an exercise price of $1.00 and fully vested immediately on grant date, with an expiry date of June 19, 2030. The grant date fair value of these options was $ 276,556 based on the Black - Scholes Option Pricing Model, with the following inputs: share price of $ 0.99; risk free rate of 2.85%; volatility of 85%; dividend rate of 0%; forfeiture rate of 0%; and expected life of 5 years. Expected volatility was determined based on the historical volatility of the Company’s share price returns over a period equivalent to the expected life of the options as of the grant date. On February 24, 2026, the Company granted 2,510,000 stock options to officers and employees of the Company. The options have an exercise price of $1.15 and fully vested immediately on grant date, with an expiry date of February 23, 2031. The grant date fair value of these options was $ 1,505,918 based on the Black-Scholes Option Pricing Model, with the following inputs: share price of $ 1.03; risk free rate of 2.67%; volatility of 72%; dividend rate of 0%; forfeiture rate of 0%; and expected life of 5 years. Expected volatility was determined based on the historical volatility of the Company’s share price returns over a period equivalent to the expected life of the options as of the grant date. The changes in options during the six months ended June 30, 2026 and year ended December 31, 2025 are as follows: Number of options Weighted average exercise price Number of options Weighted average exercise price Options outstanding, beginning 6,043,500 $1.56 5,694,500 $1.91 Options granted 2,510,000 $1.15 2,790,000 $1.00 Options expired (575,000) $4.36 (2,421,469) $1.73 Options forfeited - - (19,531) $3.26 Options outstanding, ending 7,978,500 $1.23 6,043,500 $1.56 June 30, 2026 December 31, 2025
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Rock Tech Lithium Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Expressed in Canadian dollars) (Unaudited) 14 10. Share capital (continued) Details of options outstanding and exercisable at June 30, 2026 are as follows: Warrants On June 20, 2025, the Company granted 1,000,000 common share purchase warrants to certain First Nations groups under a revised field exploration agreement related to the Georgia Lake lithium project. These warrants replace the 750,000 warrants previously issued in June 2022, which have been cancelled. The new warrants have an exercise price of $0.99 per share and expire five years from the grant date. The fair value of the warrants is $676,332 and was recognized as community relations expense. On February 23, 2026, the Company entered into warrant cancellation agreements pursuant to which 845,000 previously issued common share purchase warrants were cancelled in connection with a concurrent unit subscription completed as part of the February private placement. The changes in warrants during the six months ended June 30, 2026 and year ended December 31, 2025 are as follows: Expiry date Exercise price Number outstanding Number exercisable WA grant date FV October 17, 2026 $2.77 100,000 100,000 0.30 years $1.86 October 21, 2026 $3.73 30,000 30,000 0.31 years $2.58 January 12, 2028 $6.08 5,000 5,000 1.54 years $4.90 February 14, 2028 $5.03 25,000 25,000 1.63 years $4.03 April 8, 2028 $5.57 1,000 1,000 1.78 years $4.31 October 21, 2028 $3.73 35,000 32,200 2.31 years $2.47 December 25, 2028 $2.50 20,000 19,800 2.49 years $1.93 February 21, 2029 $1.13 1,830,000 1,830,000 2.65 years $0.81 June 21, 2029 $2.00 600,000 600,000 2.98 years $1.53 April 21, 2029 $2.48 2,500 1,979 2.81 years $1.85 May 29, 2029 $2.33 25,000 19,271 2.92 years $1.77 August 3, 2029 $1.96 15,000 15,000 3.10 years $1.48 August 20, 2029 $1.20 170,000 170,000 3.14 years $0.87 March 24, 2030 $1.00 2,200,000 2,200,000 3.73 years $0.69 June 19, 2030 $1.00 410,000 410,000 3.97 years $0.67 February 23, 2031 $1.15 2,510,000 2,510,000 4.65 years $0.60 $1.23 7,978,500 7,969,250 3.64 years $0.81 Remaining life Number of warrants Weighted average exercise price Number of warrants Weighted average exercise price Warrants outstanding, beginning 17,232,496 $1.32 11,475,746 $3.35 Warrants issued 4,671,827 $1.15 12,231,621 $1.20 Warrants cancelled (845,000) $1.44 (750,000) - Warrants expired - - (5,724,871) $4.50 Warrants outstanding, ending 21,059,323 $1.28 17,232,496 $1.32 June 30, 2026 December 31, 2025
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Rock Tech Lithium Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Expressed in Canadian dollars) (Unaudited) 15 10. Share capital (continued) Details of warrants outstanding and exercisable as at June 30, 2026 are as follows: 11. Related party transactions The Company’s related parties include key management personnel and companies related by way of directors or shareholders in common. As at June 30, 2026, included in accounts payable and accrued liabilities are amounts due to related parties of $393,957 (December 31, 202 5 - $235,017). These amounts have arisen during the normal course of operations and are unsecured and non-interest bearing. The Company’s key management consists of its officers and directors. Key management payments for the six months ended June 30, 2026 and 2025 is as follows: 2026 2025 Salaries and wages $ 815,692 $ 572,389 Consulting fees 248,209 310,165 Stock-based payments 781,687 742,415 $ 1,845,588 $ 1,624,969 Six months ended June 30, Expiry Date Number outstanding Price December 29, 2026 2,239,377 $1.69 0.50 years October 7, 2027 2,366,498 $1.59 1.27 years March 24, 2028 3,550,000 $1.30 1.73 years June 20, 2030 1,000,000 $0.99 3.98 years September 4, 2028 5,753,221 $1.17 2.18 years September 5, 2028 340,000 $1.17 2.19 years September 12, 2028 1,138,400 $1.17 2.21 years February 26, 2029 4,671,827 $1.15 2.66 years 21,059,323 $1.28 2.02 years Remaining Life
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Rock Tech Lithium Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Expressed in Canadian dollars) (Unaudited) 16 12. Downstream development During the six months ended June 30, 2026, the Company continued to progress the development of the Lithium Hydroxide Converter, which is being designed to process spodumene concentrate from multiple sources, with initial supply sourced via third -party feedstock agreements, to process lithium hydroxide. Expenses incurred during the six months ended June 30, 2026 and 2025 were as follows: 13. Financial instruments Fair value The Company considers that the carrying amounts of all its financial assets and financial liabilities recognized at amortized cost in these consolidated financial statements approximate their fair values due to the demand nature or short -term maturity of these instruments . The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value: • Level 1 fair value measurements are those derived from quoted prices in active markets for identical assets or liabilities. • Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable either directly or indirectly. • Level 3 fair value measurements are those derived from valuation techniques that include inputs that are not based on observable market data. As of June 30, 2026, the Company does not have any Level 3 financial instruments. The Company’s financial instruments are exposed to the following risks: Foreign currency risk Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency . The Company is exposed to foreign currency risk on fluctuations related to cash and accounts payable and accrued liabilities that are denominated in Euros. As of June 30, 2026, the Company holds cash of $632,980 (December 31, 2025 - $971,037) in EUR bank accounts and $367 (December 31, 2025 - $570) in USD bank accounts. A 1% change in foreign exchange rates would have an effect o f $10,169 (December 31, 2025 - $9,620) on foreign currency . During the six months ended June 30, 202 6, t he Company had a foreign exchange loss of $47,821 (2025 - $45,554). Lithium Hydroxide Converter 2026 2025 Engineering 6,710$ 116$ Project Management 51,837 421,378 Permitting - 727 Research and Development 22,472 - Other 1,387 2,161 Total 82,406$ 424,382$ For the six months ended June 30
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Rock Tech Lithium Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Expressed in Canadian dollars) (Unaudited) 17 13. Financial instruments (continued) Credit risk Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash and restricted cash held in bank accounts. The cash is deposited in bank accounts held with major banks in Canada and Germany. As all of the Company’s cash is held by two banks, there is a concentration of credit risk. This risk is managed by using major banks that are high credit quality financial institutions as determined by rating agencies. The Company’s receivables consist of refundable government sales taxes, which are considered to have minimal credit risk. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requir ements on an ongoing basis. The Company ensures that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash. The Company does not yet have a source of revenue and its continuation as a going concern is dependent upon the successful results of its mineral property exploration and development activities and its ability to raise additional capital to meet its current and future obligations. The Company has a track record of raising equity financing (Note 10), and as at June 30, 2026, had cash of $1,968,455 (December 31, 2025 - $2,660,049). Subsequent to period end, the Company completed a non -brokered private placement for aggregate gross proceeds of approximately $5.4 million (Note 16). Management believes the Company’s current cash resources are sufficient to funds its planned operations and meet its obligations in the near term; however, the Company may be required to obtain additional financing in the future to fund its ongoing activities and planned growth initiatives. Interest rate risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its cash equivalents as these instruments have original maturities of three-month periods or less and are therefore exposed to interest rate fluctuations on renewal. A 1% change in market interest rates would not have a material impact on the Company’s net loss. 14. Capital management The Company's policy is to maintain a strong capital base to maintain investor and creditor confidence and to sustain future development of the business. As at June 30, 2026, the capital structure of the Company consists of $60,731 of working capital (defined as current assets less current liabilities) and $186,390,221 of share capital (December 31, 2025 - $2,068,826 working capital and $ 181,938,793 share capital). There were no changes in the Company's approach to capital management during the period. The Company is not subject to any externally imposed capital requirements.
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Rock Tech Lithium Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Expressed in Canadian dollars) (Unaudited) 18 15. Segmented information The Company operates in three operating reportable segments: Corporate, Converter Project, and Georgia Lake Project. The operating segments are structured as follows: • Corporate - General corporate and administrative activities in Canada, Germany and Switzerland • Converter Project - Development of the Guben Converter in Germany • Georgia Lake Project - Exploration and evaluation activities for the Georgia Lake lithium project in Ontario A breakdown of net loss for each operating segment for the three months ended June 30, 2026 and 2025 is as follows: Three months ended June 30, 2026 Corporate Converter Project Georgia Lake Project Total Non-cash stock-based payments $ 1,408 $ - $ - $ 1,408 Depreciation 62,521 - 1,205 63,726 Downstream development - 8,233 - 8,233 Research and development - - 34,565 34,565 Other operating expenses 3,407,730 - 24,768 3,432,498 Government grant income - - (207,725) (207,725) Interest income (15,171) - - (15,171) Share of income in joint venture (4,622) - - (4,622) Income tax expense 13,429 - - 13,429 Net loss for the period $ 3,465,295 $ 8,233 $ (147,187) $ 3,326,341 Three months ended June 30, 2025 Corporate Converter Project Georgia Lake Project Total Non-cash stock-based payments $ 269,098 $ - $ - $ 269,098 Depreciation 105,498 - 1,486 106,984 Downstream development - 193,468 - 193,468 Other operating expenses 2,679,010 - 31,938 2,710,948 Interest income (16,897) - - (16,897) Share of loss in joint venture 1,197 - - 1,197 Income tax recovery (6,543) - - (6,543) Net loss for the period $ 3,031,363 $ 193,468 $ 33,424 $ 3,258,255
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Rock Tech Lithium Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Expressed in Canadian dollars) (Unaudited) 19 15. Segmented information (continued) A breakdown of net loss for each operating segment for the six months ended June 30, 2026 and 2025 is as follows: The Company’s non-current, non-financial assets are located in the following geographical areas: June 30, 2026 Canada Germany Switzerland Total Property, plant and equipment $ 63,488 $ 3,237,686 $ - $ 3,301,174 Right of use assets - 263,323 - 263,323 Exploration and evaluation assets 27,837,147 - - 27,837,147 Investment in joint venture - - 828,503 828,503 Total $ 27,900,635 $ 3,501,009 $ 828,503 $ 32,230,147 December 31, 2025 Canada Germany Switzerland Total Property, plant and equipment $ 66,066 $ 3,246,427 $ - $ 3,312,493 Right of use assets - 381,796 - 381,796 Exploration and evaluation assets 27,555,393 - - 27,555,393 Investment in joint venture - - 797,677 797,677 Total $ 27,621,459 $ 3,628,223 $ 797,677 $ 32,047,359 Six months ended June 30, 2026 Corporate Converter Project Georgia Lake Project Total Non-cash stock-based payments $ 1,509,704 $ - $ - $ 1,509,704 Depreciation 154,904 - 2,578 157,482 Downstream development - 82,406 - 82,406 Research and development - - 520,797 520,797 Other operating expenses 5,683,146 - 68,931 5,752,077 Government grant income - - (307,257) (307,257) Interest income (33,855) - - (33,855) Share of income in joint venture (960) - - (960) Income tax expense 23,397 - - 23,397 Net loss for the period $ 7,336,336 $ 82,406 $ 285,049 $ 7,703,791 Six months ended June 30, 2025 Corporate Converter Project Georgia Lake Project Total Non-cash stock-based payments $ 1,919,479 $ - $ - $ 1,919,479 Depreciation 208,446 - 6,417 214,863 Downstream development - 424,382 - 424,382 Other operating expenses 4,696,340 - 67,572 4,763,912 Interest income (28,429) - - (28,429) Share of loss in joint venture 814 - - 814 Income tax expense 12,138 - - 12,138 Net loss for the period $ 6,808,788 $ 424,382 $ 73,989 $ 7,307,159 Six months ended June 30, 2026 Corporate Converter Project Georgia Lake Project Total Additions to non-current, non-financial assets $ (122,073) $ 25,685 $ 279,176 $ 182,788
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Rock Tech Lithium Inc. Notes to the Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2026 and 2025 (Expressed in Canadian dollars) (Unaudited) 20 16. Subsequent events In July 2026, the Company received approval from the TSX Venture Exchange in connection with its acquisition of the Victory Property option agreement. Accordingly, the Company issued 117,646 common shares with the total deemed value of $100,000 and made the first cash payment of $150,000. On July 2 4, 2026, the Company entered into a binding long -term spodumene concentrate offtake agreement with Transamine SA in respect of production from its Georgia Lake Lithium Project. The agreement has an initial seven -year term commencing in 2028, with an option to extend for an additional five years, and provides a framework for a potential development prepayment faci lity of up to US$80 million, subject to definitive documentation and customary conditions. In August 2026, the Company announced the first closing of a non -brokered, fully subscribed private placement offering of 7,923,147 units (the "Units") at a price of $0.65 per Unit for aggregate gross proceeds of approximately $5,200,000. Each Unit consists of one common share in the capital of Rock Tech and one- half of one Common Share purchase warrant . Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.90 per Warrant Share for a period of 36 months following the date of issuance of such Warrant. In connection with the Offering, the Company may pay eligible finders a cash commission equal to 6% of the gross proceeds raised from subscribers introduced by such finders and, subject to the approval of the TSX Venture Exchange, may issue broker warrants equal to 6% of the aggregate number of Units sold to subscribers introduced by such finders. Each broker warrant will entitle the holder thereof to acquire one Common Share at an exercise price of $0.65 per Common Share for a period of 24 months from the date of issuance.