[8-K] Bunker Hill Mining Corp. Reports Material Event

Exhibit 99.1

SILVER47 EXPLORATION CORP.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

JULY 31, 2025 AND 2024

(EXPRESSED IN CANADIAN DOLLARS)

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors and Shareholders of Silver47 Exploration Corp.:

Opinion

We have audited the accompanying consolidated financial statements of Silver47 Exploration Corp. and its subsidiaries (the “Company”) (a Canadian corporation), which comprise the consolidated statements of financial position as at July 31, 2025 and July 31, 2024, and the related consolidated statements of loss and comprehensive loss, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of July 31, 2025 and July 31, 2024, and the results of its consolidated operations and its consolidated cash flows for the years then ended in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company incurred a net loss during the year ended July 31, 2025 and, as of that date, the Company had a working capital deficiency and an accumulated deficit. These events or conditions, along with other matters as set forth in Note 2, indicate that a substantial doubt exists on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Responsibilities of Management for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued.

1

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with generally accepted auditing standards, we:

	●	Exercise professional judgment and maintain professional skepticism throughout the audit.
	●	Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
	●	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.
	●	Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.
	●	Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

/s/ MNP LLP

Vancouver, BC, Canada

September 9, 2026

2

Silver47 Exploration Corp.

Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

As at	Note	July 31, 2025			July 31, 2024
			$			$
ASSETS
Current assets
Cash and cash equivalents	5		4,843,916			4,041,322
Tax and other receivables			107,724			41,457
Prepaid expenses	6		506,908			423,425
			5,458,548			4,506,204
Non-current assets
Property and equipment			8,150			-
Exploration and evaluation assets	7		11,196,676			11,176,094
			11,204,826			11,176,094
TOTAL ASSETS			16,663,374			15,682,298
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities			1,799,518			1,739,446
Share based payment liabilities - current	8		1,075,329			470,229
			2,874,847			2,209,675
Non-current liabilities
Share-based payment liabilities - long term	8		-			240,266
TOTAL LIABILITIES			2,874,847			2,449,941
EQUITY
Share capital	9b		27,424,699			13,743,031
Special warrants	9f		-			4,846,430
Contributed surplus	9e,g,h		4,984,512			3,137,609
Accumulated deficit			(18,670,227	)		(8,539,561	)
Foreign currency translation reserve			49,543			44,848
TOTAL EQUITY			13,788,527			13,232,357
TOTAL LIABILITIES AND EQUITY			16,663,374			15,682,298

Going Concern (Note 2)

Commitments (Note 7)

Subsequent Events (Note 15)

Approved by the Board of Directors:

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

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

3

Silver47 Exploration Corp.

Consolidated Statements of Loss and Comprehensive Loss

(Expressed in Canadian dollars)

For the years ended	Note	July 31, 2025			July 31, 2024
			$			$
Operating expenses
Exploration expenses	7		4,695,295			2,587,721
General and administrative expenses	10		3,790,986			1,253,100
Share-based compensation	8,9e		1,781,480			746,281
Depreciation expenses	7		2,574			-
			10,270,335			4,587,102
Other items
Interest income			(92,454	)		(60,274	)
Flow through share premium	9c		(65,043	)		-
Change in fair value of share-based payment liabilities	8		13,853			-
Foreign exchange (gain)/loss			3,975			(6,863	)
			(139,669	)		(67,137	)

Net loss			10,130,666			4,519,965
Other comprehensive income
Translation gain on foreign operations			(4,695	)		(44,848	)

Comprehensive loss			10,125,971			4,475,117

Weighted average number of shares – basic and diluted			56,077,978			41,965,645
Loss per share – basic and diluted		$	0.18		$	0.11

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

4

Silver47 Exploration Corp.

Consolidated Statements of Changes in Equity

(Expressed in Canadian dollars)

											Contributed Surplus
	Number of Common Shares		Number of Special Warrants			Share Capital		Special Warrants			Share-based payment reserve		Warrant Reserve		Foreign Currency Translation Reserve		Accumulated Deficit			Total
						$		$			$		$		$		$			$
Balance at July 31, 2023		33,746,467		-			6,243,031		-			1,140,585		1,919,967		-		(4,019,596	)		5,283,987
Issued capital for acquisition		10,000,000		-			7,500,000		-			-		-		-		-			7,500,000
Stock based compensation		-		-			-		-			35,786		-		-		-			35,786
Special warrants issuance		-		6,297,393			-		4,846,430			-		41,271		-		-			4,887,701
Net loss and comprehensive loss for the year		-		-			-		-			-		-		44,848		(4,519,965	)		(4,475,117	)
Balance at July 31, 2024		43,746,467		6,297,393			13,743,031		4,846,430			1,176,371		1,961,238		44,848		(8,539,561	)		13,232,357
Issued capital for special warrants conversion		6,297,393		(6,297,393	)		4,216,691		(4,846,430	)		-		629,739		-		-			-
Stock based compensation		-		-			-		-			940,250		-		-		-			940,250
Equity-settled share-based payment		-		-			-		-			67,994		-		-		-			67,994
Issued capital for RSU settlement		925,000		-			490,250		-			-		-		-		-			490,250
Issued capital for private placement		19,467,592		-			8,974,727		-			-		208,920		-		-			9,183,647
Net loss and comprehensive loss for the year		-		-			-		-			-		-		4,695		(10,130,666	)		(10,125,971	)
Balance at July 31, 2025		70,436,452		-			27,424,699		-			2,184,615		2,799,897		49,543		(18,670,227	)		13,788,527

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

5

Silver47 Exploration Corp.

Consolidated Statements of Cash Flows

(Expressed in Canadian dollars)

For the years ended	July 31, 2025			July 31, 2024
	$			$
Cash flows used in operating activities
Net loss		(10,130,666	)		(4,519,965	)
Adjusted for
Interest income		(92,454	)		(60,274	)
Items not involving cash
Depreciation expense		2,574			-
Stock-based compensation expense		1,781,480			746,281
Equity settled share-based payment		67,994			-
Flow through share premium		(65,043	)		-
Change in fair value of share-based payment liabilities		13,853			-
Foreign exchange gain		(13,003	)		(6,863	)
Net change in non-cash working capital items:
Tax and other receivables		(77,122	)		(16,287	)
Prepaid expenses		(83,483	)		(126,405	)
Accounts payable and accrued liabilities		60,072			1,611,556
Net cash flows used in operating activities		(8,535,798	)		(2,371,957	)
Cash flows used in investing activities
Interest income received		103,309			48,424
Investment in property and equipment		(10,724	)		-
Investment in acquisition of exploration and evaluation assets¹		-			(543,040	)
Net cash flow provided by (used in) investing activities		92,585			(494,616	)
Cash flows from financing activities
Proceeds from private placement		9,798,839			-
Proceeds from private placement of special warrants		-			4,887,700
Share issuance costs		(550,149	)		-
Net cash flow provided by financing activities		9,248,690			4,887,700
Decrease in cash and cash equivalents during the year		805,477			2,021,127
Effect of exchange rate changes on cash		(2,883	)		(26,808	)
Cash and cash equivalents, beginning of year		4,041,322			2,047,003
Cash and cash equivalents, end of year		4,843,916			4,041,322

¹The Company issued 10,000,000 common shares at a price of $0.75 for total value of $7,500,000 for acquisition of the exploration and evaluation assets.

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

6

Silver47 Exploration Corp.

Notes to the Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars)

1. Nature of Operations

Silver47 Exploration Corp. (“Silver47” or “the Company”) is a company amalgamated in Canada on January 29, 2021. On September 11, 2023, the Company incorporated a 100% owned subsidiary, Silver47 USA Inc. (“S47 US” or “the Sub Company”) under the law of the State of Delaware.

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

The Company is engaged in mineral exploration of precious metal in Canada and USA. The Company’s head office is located at Suite 551, 409 Granville Street, Vancouver, British Columbia, V6C 1T2, Canada.

2. Going Concern

The consolidated financial statements are prepared on a going concern basis, which assumes that the Company will continue its operations in the normal course of business. At present, the Company’s operations do not generate cash flows. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due.

The Company incurred a net loss of $10,130,666 (2024 - $4,519,965) and had negative cash flows relating to operating activities of $8,535,798 (2024 - $2,371,957) for the year ended July 31, 2025. These conditions indicate the existence of a material uncertainty which may cast significant doubt related to the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent on the ability of the Company to achieve positive cash flow from operations and/or obtain necessary equity or other financing to continue exploration on its exploration and evaluation assets. These consolidated financial statements do not reflect any adjustments to the carrying values of assets and liabilities, reported expenses, and balance sheet classifications that would be necessary should the Company be unable to continue as a going concern, and these adjustments could be material. The Company intends to raise the required funds through the issuance of equity, by securing strategic partners or issuing debt.

3. Basis of Preparation

3.1 Statement of compliance

These consolidated financial statements for the years ended July 31, 2025 and 2024 have been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IFRS”). In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. These consolidated financial statements were authorized for issue by the Company’s board of directors (the “Board”) on September 9, 2026.

3.2 Basis of presentation

The Company’s consolidated financial statements have been prepared on an accrual basis and are based on historical cost basis, except for financial instruments which are classified as fair value through profit or loss, or fair value through other comprehensive income. The Company’s consolidated financial statements are presented in Canadian dollars (“CAD”) which is the Company’s functional currency. The Sub Company has US Dollar (“USD”) as functional currency.

3.3 Use of estimates and judgements

The preparation of consolidated financial statements in accordance with IFRS requires management to make estimates, judgements and assumptions that affect the measurements of assets, liabilities, revenues, expenses and certain disclosures reported in these financial statements. Actual results may vary from these estimates.

7

Silver47 Exploration Corp.

Notes to the Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars)

3. Basis of Preparation (continued)

3.3 Use of estimates and judgements (continued)

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates will, by definition, seldom equal the actual results. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future years affected.

Significant estimates made by management include the following:

i. Valuation of options and warrants

Management uses the Black-Scholes option pricing model to determine the fair value of options and warrants issued. This model requires assumptions of the expected future volatility of the Company’s common shares, expected life of warrants, future risk-free interest rates and the dividend yield of the Company’s common shares.

ii. Income taxes

Provisions for income and other taxes are based on management’s interpretation of taxation laws, which may differ from the interpretation by taxation authorities. Such difference may result in eventual tax payments differing from amounts accrued. Reporting amounts for deferred tax assets and liabilities are based on management’s expectation for the timing and amounts of future taxable income or loss, as well as future taxation rates. Changes to these underlying estimates may result in changes to the carrying value, if any, of deferred income tax assets and liabilities.

Significant areas requiring the use of management’s judgments include:

i. Going concern

Management has applied judgements in the assessment of the Company’s ability to continue as a going concern when preparing its financial statements for the year ended July 31, 2025. Management prepares the financial statements on a going concern basis unless management either intends to liquidate the entity or to cease trading or has no realistic alternative but to do so. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. Please refer to note 1 for additional information.

ii. Impairment of exploration and evaluation assets (“E&E assets”)

Management reviews and assesses the carrying amount of exploration and evaluation assets for indicators of impairment when facts or circumstances suggest that the carrying amount is not recoverable. If impairment indicators are identified, an impairment test is performed and the amount by which the carrying value of the assets exceeds the estimated fair value is charged to profit of loss as an impairment loss.

4. Material Accounting Policies

Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, S47 US, from the date of incorporation of September 11, 2023. Inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated on consolidation.

Foreign currency translation and transactions

Transactions in foreign currency

The Company and the Sub Company record transactions using its functional currency, being the currency of the primary economic environment in which it operates. Foreign currency transactions are translated into the respective functional currency of each entity using the foreign currency rates prevailing at the date of the transaction. Period-end balances of monetary assets and liabilities in foreign currency are translated to the respective functional currencies using period-end foreign currency rates. Foreign currency gains and losses arising from the settlement of foreign currency transactions are recognized in profit or loss.

8

Silver47 Exploration Corp.

Notes to the Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars)

4. Material Accounting Policies (continued)

Foreign currency translation and transactions (continued)

Foreign operations translation

The assets and liabilities of foreign operations are translated into CAD at period-end foreign currency rates. Revenues and expenses of foreign operations are translated into CAD at average rates for the period. Foreign currency translation gains and losses are recognized in other comprehensive gain/loss.

Cash and cash equivalents

Cash and cash equivalents comprise of cash, cashable guaranteed investment certificate (“GIC”) and short-term GIC in bank.

Financial Instruments

The Company classifies its financial instruments in the following categories: as fair value through profit or loss (“FVTPL”), fair value through other comprehensive income (“FVTOCI”), financial assets at amortized cost, and financial liabilities at amortized cost. The classification depends on the purpose for which the financial asset or liabilities were acquired. Management determines the classification of financial assets and liabilities at initial recognition.

Recognition

Financial instruments are recognized in the statements of financial position on the trade date, being the date in which the Company becomes a party to the contractual provisions of the financial instrument.

Classification

The Company classifies its financial assets and financial liabilities using the following measurement categories:

(a) Those to be measured subsequently at fair value (either through other comprehensive loss or through profit or loss); and (b) Those to be measured at amortized cost.

The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designed as those to be measured subsequently at fair value through profit or loss (an irrevocable election at the time or recognition). For assets and liabilities measured at the fair value, gains and losses are either recorded in profit or loss or other comprehensive loss.

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

Cash and cash equivalents is classified as amortized cost. Accounts payable and accrued liabilities are classified as other financial liabilities and measured at amortized cost. Such financial liabilities are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest rate method. Interest expense is recorded in profit and loss.

Share based payment liabilities are classified as other financial liabilities and measured at fair value through profit and loss. Such financial liabilities are recognized initially at fair value. Subsequent to initial recognition, these financial liabilities are measured at fair value on reporting date. Change of fair value is recorded in profit and loss.

9

Silver47 Exploration Corp.

Notes to the Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars)

4. Material Accounting Policies (continued)

Financial Instruments (continued)

Derecognition

A financial asset or, where applicable, a part of a financial asset or part of a group of similar financial assets is derecognized when:

	●	the contractual rights to receive cash flows from the asset have expired; or
	●	the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’

Arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset; or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

On derecognition, the difference between the carrying amount (measured at the date or derecognition) and the consideration received (including any new asset obtained less any new liability obtained) is recognized in statement of loss and comprehensive loss.

Financial liabilities are derecognized when its contractual obligations are discharged, cancelled or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

Fair value hierarchy

Fair value measurements of financial instruments are required to be classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The levels of the fair value hierarchy are defined as follows:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 - Inputs for assets or liabilities that are not based on observable market data.

The Company’s financial instruments classified as Level 1 in the fair value hierarchy is cash and cash equivalents. The fair value of all other financial instruments which include accounts payable and accrued liabilities and due to related parties approximate their carrying values due to their short-term nature.

Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

10

Silver47 Exploration Corp.

Notes to the Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars)

4. Material Accounting Policies (continued)

Property and equipment

Property and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced asset is derecognized. All other repairs and maintenance are charged to the consolidated statements of comprehensive loss during the financial period in which they are incurred.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in the consolidated statements of comprehensive loss.

Amortization is calculated on a declining balance method to write off the cost of the assets to their residual values over their estimated useful lives. The amortization rates applicable as below:

Computers			55	%
Equipment			30	%

Exploration and evaluation expenditures

The Company capitalizes the cost of acquiring exploration and evaluation assets. Expenses related to exploration and development of exploration and evaluation assets are expensed through the consolidated statement of loss and comprehensive loss. Such costs, include, but are not limited to, geological and geophysical studies, exploratory drilling and sampling.

Impairment of E&E assets

In accordance with the Company’s accounting policy, the Company’s E&E assets are evaluated every reporting period to determine whether there are any indications of impairment. If any such indication exists, which is often judgmental, a formal estimate of recoverable amount is performed, and an impairment loss is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or cash generating group of assets is measured at the higher of fair value less costs to sell and value in use. The evaluation of asset carrying values for indications of impairment includes consideration of both external and internal sources of information, including such factors as market and economic conditions, metal prices, future plans for the Company’s mineral properties and mineral resources and/or reserve estimates. Management has assessed for impairment indicators for the Company’s E&E assets and has concluded that no indicators of impairment were identified, and the Company plans to continue with its objective of developing the E&E Assets.

Share based payment liabilities

Share based payment liabilities are the liabilities arising from the cash-settled share-based payment transactions.

Restricted Stock Units (“RSU”s) are stock-based awards that may be granted by the Company to certain eligible participants pursuant to its Share Compensation Plan (the “Plan”). RSUs are accounted for as a liability which have cash-settled share-based payment feature as the settlement is at the option of the holder, is measured at fair value on the grant date and is subsequently adjusted at each financial position reporting date for changes in fair value. Participants have the choice to settle the RSU by cash, common shares, or combination of cash and common shares.

The liability is recognized over the vesting period with a corresponding charge as a share-based compensation expense.

11

Silver47 Exploration Corp.

Notes to the Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars)

4. Material Accounting Policies (continued)

Equity-settled share-based payments

Equity-settled share-based payments are RSU granted by the Company to outside service providers to compensate service provided. The fair value of the services is measured with reference to the fair value of RSU granted during the period of service. The service cost is recognized as expenses and RSU granted for the service is recognized as contributed surplus during the period of service.

Share capital

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects. Common shares issued for consideration other than cash, are valued based on their fair value at the date the shares are issued.

Flow-through shares

Expenditure deductions for income tax purposes related to exploratory activities funded by flow-through equity instruments are renounced to investors in accordance with income tax legislation. The proceeds from issuance are allocated between the offering of shares and the transfer of tax deductions. The allocation is made based on the difference between the quoted price of the existing shares and the amount the investor pays for the shares. A liability is recognized for this difference. The liability is reversed as eligible exploration expenditures are incurred and a flow through share premium is recognized at that time.

Special warrants

Special warrants are classified separately in equity. Once special warrants are converted to common share, relative fair value methods will be used to allocate total proceeds of the special warrant units to the common share and warrant in proportion to their relative fair values. Any fair value attributed to the warrants is recorded as contributed surplus.

Warrants

The Company has adopted a relative fair value method with respect to the measurement of shares and warrants issued as private placement units before listed on TSX Venture Exchange (the “Listing”). The relative fair value method allocates total proceeds of the private placement units to the shares and warrants in proportion to their relative fair values. Any fair value attributed to the warrants is recorded as contributed surplus.

The Company has elected not to remeasure fair value of warrants issued when modify the terms and conditions of the warrants.

The Company has adopted residual method with respect to the measurement of shares and warrants issued for conversion of Special Warrants and private placement after the Listing. Under the residual method, one component is measured first, and the residual amount is allocated to the remaining component. Any residual value attributed to the warrants is recorded as contributed surplus.

Income taxes

Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

12

Silver47 Exploration Corp.

Notes to the Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars)

4. Material Accounting Policies (continued)

Income taxes (continued)

Deferred tax is recorded using the statement of financial position liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that is not a business combination, affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities on an undiscounted basis, using tax rates enacted or substantively enacted at the statement of financial position date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Earnings/Loss per share

Basic earnings/loss per share is computed by dividing the net income or loss attributable to the owners of the Company by the weighted average number of common shares outstanding for the relevant period.

Diluted earnings/loss per share is determined by adjusting the earnings or loss attributable to the owners of the Company and the weighted average number of common shares outstanding for the effects of dilutive instruments, which includes stock options and common share purchase warrants, as if their dilutive effect was at the beginning of the period. The calculation of the diluted number of common shares assumes that proceeds received from the exercise of “in-the-money” stock options and common share purchase warrants are used to purchase common shares of the Company at their average market price for the period. In periods that the Company reports a net loss, per share amounts are not presented on a diluted basis as the result would be anti-dilutive.

New Accounting Standards Pronouncements

Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments

In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). These amendments updated classification and measurement requirements in IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7 Financial Instruments: Disclosures. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance (ESG)-linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs and amended disclosures relating to equity instruments designated at fair value through other comprehensive income.

The amendments are effective for annual periods beginning on or after January 1, 2026, with early application permitted. Management is currently assessing the effect of these amendments on our financial statements.

13

Silver47 Exploration Corp.

Notes to the Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars)

4. Material Accounting Policies (continued)

IFRS 18 – Presentation and Disclosure in Financial Statements (continued)

In April 2024, the IASB issued IFRS 18, Presentation and Disclosure of Financial Statements, 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 financing, 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 financial 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 statements. Retrospective application is required, and early application is permitted. Management is currently assessing the effect of this new standard on our financial statements.

As of July 31, 2025, there are no other IFRS or IFRIC interpretations with future effective dates that are expected to have a material impact on the Company.

5. Cash and cash equivalents

Cash and cash equivalents include cash in the bank, cashable GIC and short term GICs. As at July 31, 2025, the short term GICs carried interest rates ranging from 1.45% to 2.90% per annum (2024: 4.58% to 5.25%). A summary of cash and cash equivalents is as follow:

	July 31, 2025		July 31, 2024
Cash	$	4,413,626	$	1,785,102
Short term GICs		430,290		2,256,220
Total	$	4,843,916	$	4,041,322

6. Prepaid expenses

As at July 31, 2025, the Company had $314,141 (July 31, 2024 - $312,715) prepaid general and administrative expenses and $192,767 prepaid exploration expenses (July 31, 2024 - $110,710).

7. Exploration and Evaluation Assets

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

Michelle Project

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

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

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

14

Silver47 Exploration Corp.

Notes to the Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars)

7. Exploration and Evaluation Assets (continued)

Adams Plateau Project

From August 30, 2022 to May 18, 2023, the Company signed 4 Mineral Claims Purchase Sales Agreements (the “AP Agreements”) with 6 beneficiary owners of Adams Plateau Property (the “AP Property”) located in Kamloops, British Columbia to acquire the AP property.

Pursuant to the AP Agreements, the Company obtained 100% interest in the AP Property with total cost of $230,500 and commitments as below:

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

Red Mountain Project

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

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

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

●

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

As at July 31, 2025, the Company has invested as below to acquire various projects as a result of the above transactions:

	Michelle Project		Adams Plateau Project		Red Mountain Project		Total
Balance as of July 31, 2023	$	2,825,000	$	230,500	$	-		3,055,500
Acquisition cost		-		-		8,048,400		8,048,400
Foreign currency translation adjustment		-		-		72,194		72,194
Balance as of July 31, 2024		2,825,000		230,500		8,120,594		11,176,094
Foreign currency translation adjustment		-		-		20,582		20,582
Balance as of July 31, 2025		2,825,000		230,500		8,141,176		11,196,676

15

Silver47 Exploration Corp.

Notes to the Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars)

7. Exploration and Evaluation Assets (continued)

During the years ended July 31, 2025 and 2024, the Company incurred the following exploration expenditures:

	July 31, 2025		July 31, 2024
	$		$
Geology data and software		35,243		22,113
Insurance		13,778		-
Mapping		-		7,030
Outsource drilling and exploration expenses		3,703,622		1,865,594
Permitting		491,905		370,196
Salary expense		352,709		169,309
Tools and consumable supplies		-		136,960
Travel		98,038		16,519
Total		4,695,295		2,587,721

8. Share based payment liabilities

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

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

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

On April 9, 2025, the Company issued 925,000 shares to settle RSUs vested and recognized $46,250 gain on changes of fair value for share-based payments liabilities from the settlement. (Note 9b)

During the year ended July 31, 2025, the Company recognized loss of $13,853 (2024 - $Nil) on changes of fair value for share-based payment liabilities.

The changes in RSUs during the year ended July 31, 2025 are as follows:

	Number of RSUs
RSUs outstanding, as at July 31, 2023		-
Granted		2,600,000
Cancelled		(250,000	)
RSUs outstanding, as at July 31, 2024		2,350,000
Granted		800,0001
Exercised		(925,000	)
RSUs outstanding, as at July 31, 2025		2,225,000

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

Total share-based compensation expenses of $841,230 (2024 – $710,495) for the year ended July 31, 2025 were recognized.

16

Silver47 Exploration Corp.

Notes to the Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars)

8. Share based payment liabilities (continued)

As at July 31, 2025, share based payment liabilities were $1,075,329 (July 31, 2024 - $710,495) based on the estimated fair value of $0.94 (July 31, 2024 - $0.75). The RSUs vest and are payable based on vesting schedules set up in the RSU agreements. $1,075,329 (July 31, 2024 - $470,229) were included in share-based payment liabilities – current and $Nil (July 31, 2024 - $240,266) were included in share-based payment – long term based on RSUs vest and payable date.

9. Share Capital

a) Authorized

Unlimited number of common shares with no par value.

b) Issued and Outstanding

As at July 31, 2025, the Company has the following common shares issued:

	Number of Common Shares		Share Capital $
Balance at July 31, 2023		33,746,467		6,243,031
Issued capital for acquisition		10,000,000		7,500,000
Balance at July 31, 2024		43,746,467		13,743,031
Issued capital for special warrants conversion		6,297,393		4,216,691
Issued capital for special RSU settlement		925,000		490,250
Issued capital for private placement		19,467,592		8,974,727
Balance at July 31, 2025		70,436,452		27,424,699

On October 6, 2023, the Company issued 10,000,000 common shares to the beneficiary owners of RM Property for acquisition. Total value of the share insurance is $7,500,000 with 10,000,000 common shares at $0.75 (Note 7).

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

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

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

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

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

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

17

Silver47 Exploration Corp.

Notes to the Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars)

9. Share Capital (continued)

c) Flow-through shares

During the year ended July 31, 2025, the Company raised $529,639 on a CEE flow-through share basis and was required to incur a net total of $529,639 of qualifying expenditures to renounce the tax deductions to investors.

As at July 31, 2025, the Company has $Nil (2024 - $Nil) flow-through share premium liability. The Company incurred $529,639 of qualifying expenditure during the year to offset the liability.

The flow-through share premium of $65,043 (2024 - $Nil) was recognized for the year ended July 31, 2025.

d) Escrow shares

As at July 31, 2025, there were 5,393,027 shares in escrow (2024 – Nil).

e) Share options

On September 30, 2021, the Company has implemented a Share Compensation Plan (“the Plan”) in which 10% of the total number of common shares that are issued and outstanding can be granted.

All stock options expire in ten years and vest based on terms and conditions set out in the stock option agreements. A summary of the Company’s stock option plan activities is as follows:

	Number of Options		Weighted Average Exercise Price
Options outstanding, as at July 31, 2023		1,850,000	$	0.50
Granted		100,000	$	0.75
Options outstanding, as at July 31, 2024		1,950,000	$	0.51
Granted		2,600,000	$	0.60
Options outstanding, as at July 31, 2025		4,550,000	$	0.56

As July 31, 2025, the weighted-average life of the options outstanding was 8.22 years (2024 – 7.28 years). Details of stock options outstanding as at July 31, 2025 were as follows:

Exercise price	Weighted average contractual life		Number of options outstanding		Number of options exercisable
$0.50		6.17		1,850,000		1,850,000
$0.60		9.68		2,600,000		1,150,000
$0.75		8.34		100,000		50,000
Total		8.22		4,550,000		3,050,000

Total share-based compensation expenses of $940,250 (2024 – $35,786) for the year ended July 31, 2025 were recognized based on the estimated fair value of the options on the grant date using the Black-Scholes option pricing model with the following assumptions:

	2025			2024
Risk-free rate		2.89	%		3.56	%
Dividend yield		nil			nil
Annualized volatility		121.44	%		121.50	%
Fair value at grant date	$	0.60		$	0.75
Expected life		10 years			10 years

18

Silver47 Exploration Corp.

Notes to the Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars)

9. Share Capital (continued)

f) Special Warrants

The following was a summary of special warrant outstanding as at July 31, 2025:

	Number of Special Warrants			Special Warrants Capital
	#			$
Special warrants outstanding and exercisable, as at July 31, 2023		-			-
Special warrants issued		6,297,393			5,037,914
Special warrants issuance cost		-			(191,484	)
Special warrants outstanding and exercisable, as at July 31, 2024		6,297,393			4,846,430
Special warrants converted		(6,297,393	)		(4,846,430	)
Special warrants outstanding and exercisable, as at July 31, 2025		-			-

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

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

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

A fair value of $4,408,175 was attributed to share capital based on $0.70 per common share on the first day the Company listed on TSX Venture Exchange (“TSXV”). The residual value of $629,739 was attributed to the warrants. Upon conversion of Special Warrants to Common Shares and Warrants, the Company recognized $191,484 Special Warrants issuance cost as share issuance cost.

As at July 31, 2025, the Company has Nil (2024 – 6,297,393) Special Warrants outstanding.

g) Warrants

In March 2023, the Company extended the exercise period of all of its common share purchase warrants (the “Warrants”) by two (2) years from the effective date of listing of the Company’s common shares on the TSX Venture Exchange or other stock exchange in Canada (the “Extended Expiry Date”).

The Extended Expiry Date supersedes and replaces the expiry date set forth in the original warrant certificate. All other terms of the Warrants remain the same and unamended.

The Company listed its common share on TSXV on November 14, 2024 and replaced the expiry date of 7,108,043 Warrants by November 14, 2026 accordingly.

19

Silver47 Exploration Corp.

Notes to the Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars)

9. Share Capital (continued)

g) Warrants (continued)

The following is a summary of warrant transactions for the year ended July 31, 2025:

	Number of Warrants
Warrants outstanding, as at July 31, 2023		7,108,043
Granted		103,005
Warrants outstanding, as at July 31, 2024		7,211,048
Granted		13,551,649
Warrants outstanding, as at July 31, 2025		20,762,697

The following warrants were outstanding and exercisable as at July 31, 2025:

Expire Date	Exercise Price $		Number of Warrants Outstanding		Weighted Average Contractual Life (years)
June 06, 2026		0.80 - 1.00		16,625		0.85
November 14, 2026		0.50 - 1.00		10,343,118		1.29
March 05, 2028		0.75		4,319,684		2.60
March 12, 2028		0.75		2,097,940		2.62
March 21, 2028		0.75		2,081,450		2.64
April 04, 2028		0.75		1,903,880		2.68
				20,762,697		1.96

During the year ended July 31, 2024, 103,005 common shares purchase warrants were granted for Finder’s fee of the Special Warrants Private Placement. The Company recorded fair value of $47,271 for the warrants granted.

The fair value of the share warrants granted was estimated to be $0.35 - $0.41 per warrant at the date of grant using Black-Scholes option pricing model with following assumptions:

Risk-free rate	2.39% - 2.59%
Warrants exercise price	$	0.75
Dividend yield		nil
Annualized volatility		92.49% - 92.98%
Expected life		3 years

On November 6, 2024, the Company issued 3,148,695 warrants to exercise Special Warrants, $629,739 was attributed to the warrants issued under the residual value method (Note 9f).

From March 5 to April 4, 2025, the Company issued 9,733,796 warrants and 669,158 finder’s warrants for the Non-Broker Offering (Note 9b).

h) Equity-settled share -based payments

On May 15, 2025, the Company issued 800,000 RSU to a service provider for 2-year services. During the year ended July 31, 2025, $67,994 service cost and equity-settled share-based payments are recognized based on 83,333 shares of RSU earned at average share price of $0.82.

20

Silver47 Exploration Corp.

Notes to the Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars)

10. General and administrative expenses

General and administrative expenses for the years ended July 31, 2025, and 2024:

	2025		2024
	$		$
Audit and accounting fees		128,260		79,109
Consulting fees		1,124,632		391,795
Office and administrative		138,880		50,349
Legal fees		842,073		281,552
Management and directors’ fee		817,500		317,664
Marketing and investor relation fees		677,925		128,410
Transfer agent and filing fees		61,716		4,221
Total	$	3,790,986	$	1,253,100

11. Income Taxes

The following table reconciles the expected income tax expense (recovery) at the Canadian statutory income tax rates to the amounts recognized in the statement of operations and comprehensive loss for the years ended July 31, 2025 and 2024:

	July 31, 2025			July 31, 2024
	$			$
Net loss before tax		(10,130,666	)		(4,519,965	)
Statutory tax rate		27	%		27	%
Expected income tax (recovery)		(2,735,280	)		(1,220,391	)
Change in estimates		-			-
Share issuance costs		(148,540	)		(51,701	)
Change in deferred tax asset not recognized		2,195,639			930,956
Flow Through Share Premium		(17,562	)		-
Non-deductible items		483,627			202,105
Tax rate differences in foreign jurisdiction		222,116			139,031
Total tax expense (recovery)		-			-

The unrecognized deductible temporary differences as at July 31, 2025 and 2024 are comprised of the following:

	July 31, 2025		July 31, 2024
	$		$
Non-capital loss carry forwards		6,515,832		2,609,891
Share issuance costs		681,591		362,233
Exploration and evaluation assets		8,186,325		3,435,644
Undepreciated capital costs		76,904		74,330
Total unrecognized deductible temporary differences		15,460,652		6,482,098

The Company has not recognized non-capital loss carry forwards of approximately $6,279,167 (2024: $2,273,764) which may be carried forward to apply against future income for Canadian income tax purposes, subject to the final determination by taxation authorities.

The Company has not recognized net operating losses of approximately $236,665 (2024 - $336,127) which may be carried forward to apply against future income for US income tax purposes, subject to the final determination by taxation authorities. The non-capital loss and net operating losses expire in the following years:

21

Silver47 Exploration Corp.

Notes to the Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars)

11. Income taxes (continued)

Expiry				Non-capital losses $
2041				233,562
2042				316,515
2043				618,427
2044				1,105,260
2045				4,005,403
Indefinitely				236,665
				6,515,832

12. Capital Risk Management

The Company’s objectives are to safeguard the Company’s ability to continue as a going concern in order to support the Company’s normal operating requirements and future acquisitions of mineral properties, and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new shares, debt, acquire or dispose of assets or adjust the amount of cash.

At July 31, 2025, the Company’s capital structure consists of the equity of the Company. The Company is not subject to any externally imposed capital requirements. In order to maximize ongoing development efforts, the Company does not pay dividends.

13. Financial Instruments

13.1 Financial risk management objectives and policies

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

13.2 Fair value of financial instruments

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

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

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

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

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

22

Silver47 Exploration Corp.

Notes to the Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars)

13. Financial Instruments (continued)

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

13.3 Credit risk

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

13.4 Liquidity risk

Liquidity risk is the risk that the Company will not be able to settle or manage its obligations associated with financial liabilities. To manage liquidity risk, the Company closely monitors its liquidity position and ensures it has adequate sources of funding to finance its projects and operations. The Company’s working capital as at July 31, 2025 was $2,583,701 (2024 – $2,296,529). The Company’s accounts payable and accrued liabilities are expected to be realized or settled, respectively, within a one-year period.

14. Related Party Transactions

Transaction with Key Management Personnel

Key management personnel are persons responsible for planning, directing and controlling the activities of an entity. The remuneration of directors and key management personnel during the years ended July 31, 2025, and 2024 were as follows:

	July 31, 2025		July 31, 2024
Management consulting fees	$	677,500	$	277,664
Director’s fees		140,000		40,000
Share-based compensation		713,307		393,750
Total	$	1,530,807	$	711,414

As at July 31, 2025, there was $323 (2024 - $Nil) due to related parties included in accounts payables and accrued liabilities.

15. Subsequent Events

On August 1, 2025, the Company completed the previously announced acquisition of Summa Silver Corp. (“Summa”) whereby the Company issued 55,269,408 common shares of the Company to acquire 100% of the issued and outstanding shares of Summa. Concurrent with the closing, the Company completed the subscription receipt financing and issued 12,475,400 common shares for gross proceeds of $6,900,000 and 6,237,600 warrants exercisable at $0.796 per warrant. As part of the transaction, the Company issued 1,446,650 advisory units of Company which include 1,446,650 common shares 723,324 advisory warrants exercisable at $0.796 and expire on August 1, 2027. In addition, the Company issued 667,421 broker warrants and 66,895 advisory warrants exercisable at $0.796 and expire on August 1, 2027.

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

23

Silver47 Exploration Corp.

Notes to the Consolidated Financial Statements

For the years ended July 31, 2025 and 2024

(Expressed in Canadian dollars)

15. Subsequent Events (continued)

On September 16, 2025, the Company closed a brokered financing whereby the Company issued 32,857,800 units for gross proceeds of $23,000,460. Each unit consists of one common share and one-half warrant, with each full warrant being exercisable into a common share of the Company at $1.00. In addition, the Company paid cash commissions of $1,193,175 and issued an aggregate of 1,704,536 broker warrants of the Company. Each broker warrant is exercisable to acquire one common share at a price of $0.70 until Sept. 16, 2028. In addition, the Company paid an advisory fee of $179,342 and issued 256,204 advisory warrants of the Company on the same terms as the broker warrants.

On September 19, 2025, the Company granted 5,300,000 stock options with an exercise price of $0.78. The stock options have a term of 5 years and vest immediately.

On September 19, 2025, the Company granted 180,000 RSUs of which, 90,000 vest on September 19, 2026 and 90,000 vest on September 19, 2027.

On October 13, 2025, 918,820 stock options with an exercise price of $3.12 expired unexercised.

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

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

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

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

On January 14, 2026, the Company completed a bought deal public offering of 32,857,800 units at $1.05 per unit for gross proceeds of $34,500,690, with each unit consisting of one common share and one-half of a common share purchase warrant exercisable at $1.40 per share until January 14, 2029. The Company allocated $1,150,023 to the warrant component under the residual method. In connection with the financing, the Company paid cash commissions of $1,965,433 and issued an aggregate of 1,970,887 broker warrants of the Company. Each broker warrant is exercisable to acquire one common share at a price of $1.05 until January 14, 2029. The fair value of the broker warrants was determined to be $858,518 using the Black-Scholes Option Pricing Model. In addition, the Company incurred other share issuance costs of $605,308.

On February 2, 2026, the Company issued 25,000 common shares for proceeds of $15,000 pursuant to the exercise of stock options.

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

On June 30, 2026, the Company issued 800,000 common shares pursuant to vested RSUs.

On July 30, 2026, the Company issued 166,666 common shares pursuant to vested RSUs.

On August 25, 2026, the Company issued 300,000 common shares for proceeds of $160,000 pursuant to the exercise of stock options.

On August 26, 2026, the Company issued 100,000 common shares for proceeds of $60,000 pursuant to the exercise of stock options.

On September 1, 2026, the Company issued 200,000 common shares for proceeds of $100,000 pursuant to the exercise of stock options.

Subsequent to the year-ended July 31, 2025, the Company issued 1,649,609 common shares for proceeds of $1,463,102 pursuant to the exercise of warrants.

24

Exhibit 99.2

SILVER47 EXPLORATION CORP.

Condensed Interim CONSOLIDATED Financial Statements

For the THREE AND NINE months ended

APRIL 30, 2026 and 2025

(EXPRESSED IN CANADIAN DOLLARS)

(UNAUDITED)

Silver47 Exploration Corp.

Condensed Interim Consolidated Statements of Financial Position (Unaudited)

(Expressed in Canadian dollars)

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

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

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

Commitments (Note 7)

Approved by the Board of Directors:

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

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

2

Silver47 Exploration Corp.

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

(Expressed in Canadian dollars)

			Three months ended						Nine months ended
	Note		April 30, 2026			April 30, 2025			April 30, 2026			April 30, 2025
			$			$
Operating expenses
Exploration expenses		7		4,240,330			766,166			8,566,413			1,884,486
General and administrative expenses		10		1,259,703			1,016,891			5,265,539			2,127,847
Share-based compensation		8,9e		1,645,805			814,400			6,628,486			1,358,634
Depreciation expenses				25,158			687			39,171			687
				7,170,996			2,598,144			20,499,609			5,371,654
Other items
Interest income				(303,267	)		(30,233	)		(532,473	)		(46,074	)
Flow through share premium				-			(21,909	)		-			(21,909	)
Change in fair value of share-based payment liabilities		8		(57,291	)		(7,170	)		63,022			(286,844	)
Foreign exchange loss (gain)				(13,569	)		224,506			17,771			8,077
				(374,127	)		165,194			(451,680	)		(346,750	)

Net loss				6,796,869			2,763,338			20,047,929			5,024,904
Other comprehensive income
Translation gain on foreign operations				(73,966	)		191,765			709,063			(12,438	)

Comprehensive loss				6,722,903			2,955,103			20,756,992			5,012,466

Weighted average number of shares – basic and diluted				208,600,756			60,625,958			180,759,621			51,256,166
Loss per share – basic and diluted			$	0.03		$	0.05		$	0.11		$	0.10

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

3

Silver47 Exploration Corp.

Condensed Interim Consolidated Statements of Changes in Equity (Unaudited)

(Expressed in Canadian dollars)

												Contributed Surplus
	Number of Common Shares		Number of Special Warrants			Share Capital			Special Warrants			Share-based payment reserve			Warrant Reserve			Foreign Currency Translation Reserve			Accumulated Deficit			Total
						$			$			$			$			$			$			$
Balance at July 31, 2024		43,746,467		6,297,393			13,743,031			4,846,430			1,176,371			1,961,238			44,848			(8,539,561	)		13,232,357
Issued capital for special warrants conversion		6,297,393		(6,297,393	)		4,216,691			(4,846,430	)		-			629,739			-			-			-
Stock based compensation		-		-			-			-			680,847			-			-			-			680,847
Issued capital for RSU settlement		925,000		-			490,250			-			-			-			-			-			490,250
Issued capital for private placement		19,467,592		-			9,184,980			-			-			-			-			-			9,184,980
Net loss and comprehensive loss for the period		-		-			-			-			-			-			12,438			(5,024,904	)		(5,012,466	)
Balance at April 30, 2025		70,436,452		-			27,634,952			-			1,857,218			2,590,977			57,286			(13,564,465	)		18,575,968

Balance at July 31, 2025		70,436,452		-			27,424,699			-			2,184,615			2,799,897			49,543			(18,670,227	)		13,788,527
Issued capital for Summa acquisition		69,191,458		-			63,656,141			-			1,302,232			4,843,897			-			-			69,802,270
Issued capital for financings		65,715,600		-			56,351,127			-			-			1,150,023			-			-			57,501,150
Share issuance costs		-		-			(5,694,995	)		-			-			1,577,295			-			-			(4,117,700	)
Issued capital for options exercised		550,000		-			579,235			-			(289,250	)		-			-			-			289,985
Issued capital for warrants exercised		1,649,609		-			1,696,178			-			-			(233,076	)		-			-			1,463,102
Issued capital for exercised RSUs		1,058,334		-			1,037,167			-			-			-			-			-			1,037,167
Forfeited RSUs		-		-			-			-			-			(58,707	)		-			246,707			188,000
Issue capital for exploration and evaluation asset		56,902		-			36,986			-			-			-			-			-			36,986
Share-based compensation		-		-			-			-			6,433,109			-			-			-			6,433,109
Net loss and comprehensive loss for the period		-		-			-			-			-			-			(709,063	)		(20,047,929	)		(20,756,992	)
Balance at April 30, 2026		208,658,355		-			145,086,538			-			9,630,706			10,079,329			(659,520	)		(38,471,449	)		125,665,604

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

4

Silver47 Exploration Corp.

Condensed Interim Consolidated Statements of Cash Flows (Unaudited)

(Expressed in Canadian dollars)

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

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

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

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

5

Silver47 Exploration Corp.

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

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

(Expressed in Canadian dollars)

1.	Nature of Operations

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

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

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

2.	Basis of Preparation

2.1 Statement of compliance

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

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

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

2.2 Basis of presentation

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

3.	Material Accounting Policies

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

4.	Acquisition of Summa Silver Corp.

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

6

Silver47 Exploration Corp.

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

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

(Expressed in Canadian dollars)

4.	Acquisition of Summa Silver Corp. (continued)

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

Fair value of common shares issued (Note 9)	$	63,656,141
Fair value of Replacement Options (Note 9)		1,302,232
Fair value of Replacement Warrants (Note 9)		4,511,196
Fair value of Advisory Warrants (Note 9)		332,701
Total consideration	$	69,802,270

Assets acquired:
Cash	$	6,494,309
Receivables		125,686
Prepaid expenses		237,665
Restricted cash		218,339
Prepaid expenses – non-current		44,150
Exploration and evaluation assets		63,833,689
Accounts payable and accrued liabilities		(1,151,568	)
Net assets acquired	$	69,802,270

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

5.	Cash and cash equivalents

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

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

6.	Prepaid expenses

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

7.	Exploration and Evaluation Assets

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

Michelle Project

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

7

Silver47 Exploration Corp.

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

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

(Expressed in Canadian dollars)

7.	Exploration and Evaluation Assets (continued)

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

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

Adams Plateau Project

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

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

Red Mountain Project

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

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

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

●

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

Hughes Project

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

Mogollon Project

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

8

Silver47 Exploration Corp.

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

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

(Expressed in Canadian dollars)

7.	Exploration and Evaluation Assets (continued)

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

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

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

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

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

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

Kennedy Project

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

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

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

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

9

Silver47 Exploration Corp.

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

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

(Expressed in Canadian dollars)

7.	Exploration and Evaluation Assets (continued)

	For the three months ended				For the nine months ended
	April 30, 2026		April 30, 2025		April 30, 2026		April 30, 2025
	$		$		$		$
Geology data and software		-		8,882		-		23,294
Insurance		-		3,510		-		10,951
Outsource drilling and exploration expenses		3,653,815		449,135		5,813,694		1,213,765
Permitting		140,253		114,011		1,030,112		348,060
Salary expense		243,710		183,841		1,520,055		264,416
Sampling and studies		202,552		-		202,552		-
Travel		-		6,787		-		24,000
Total		4,240,330		766,166		8,566,413		1,884,486

8.	Share Based Payment Liabilities

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

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

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

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

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

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

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

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

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

10

Silver47 Exploration Corp.

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

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

(Expressed in Canadian dollars)

8.	Share Based Payment Liabilities (Continued)

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

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

9.	Share Capital

a)	Authorized

Unlimited number of common shares with no par value.

b)	Issued and Outstanding

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

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

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

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

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

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

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

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

11

Silver47 Exploration Corp.

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

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

(Expressed in Canadian dollars)

9.	Share Capital (Continued)

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

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

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

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

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

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

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

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

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

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

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

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

c)	Escrow shares

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

12

Silver47 Exploration Corp.

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

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

(Expressed in Canadian dollars)

9.	Share Capital (Continued)

d)	Share options

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

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

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

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

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

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

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

13

Silver47 Exploration Corp.

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

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

(Expressed in Canadian dollars)

9.	Share Capital (continued)

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

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

e)	Special Warrants

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

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

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

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

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

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

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

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

f)	Warrants

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

14

Silver47 Exploration Corp.

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

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

(Expressed in Canadian dollars)

9.	Share Capital (continued)

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

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

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

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

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

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

15

Silver47 Exploration Corp.

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

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

(Expressed in Canadian dollars)

9.	Share Capital (continued)

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

g)	Equity-settled share -based payments

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

10.

General and administrative expenses

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

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

11.

Financial Instruments

11.1 Financial risk management objectives and policies

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

11.2 Fair value of financial instruments

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

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

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

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

16

Silver47 Exploration Corp.

Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)

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

(Expressed in Canadian dollars)

11.

Financial Instruments (continued)

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

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

11.3 Credit risk

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

11.4 Liquidity risk

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

12.

Related Party Transactions

Transaction with Key Management Personnel

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

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

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

17

Exhibit 99.3

SUMMA SILVER CORP.

Consolidated Financial Statements

For the years ended August 31, 2024 and 2023

(Expressed in Canadian Dollars)

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Summa Silver Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Summa Silver Corp. (the “Company”) as of August 31, 2024 and 2023, the related consolidated statements of loss and comprehensive loss, cash flows and changes in shareholders’ equity for each of the two years in the period ended August 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2024 and 2023, and its financial performance and its cash flows for each of the two years in the period ended August 31, 2024, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company has disclosed certain conditions that raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting in accordance with the standards of the PCAOB. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion in accordance with the standards of the PCAOB.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ DMCL LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

We have served as the Company’s auditor since 2019

Vancouver, Canada

September 9, 2026

SUMMA SILVER CORP.

Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)

	August 31, 2024			August 31, 2023
ASSETS
Current assets
Cash and cash equivalents	$	587,106		$	6,997,894
Receivables		13,203			57,555
Interest receivable		-			56,445
Loan receivable (Note 5)		341,596			-
Prepaid expenses		426,554			261,027
		1,368,459			7,372,921
Non-current assets
Restricted cash		214,102			202,965
Prepaid expenses (Note 6)		43,172			112,281
Exploration and evaluation assets (Note 6)		42,223,792			34,438,187
TOTAL ASSETS	$	43,849,525		$	42,126,354

LIABILITIES
Current liabilities
Accounts payable and accrued liabilities (Notes 7 and 10)	$	103,909		$	279,132

SHAREHOLDERS’ EQUITY
Share capital (Note 8)		49,937,928			45,798,433
Reserve (Note 9)		6,126,873			5,547,953
Accumulated deficit		(13,401,279	)		(10,674,860	)
Accumulated other comprehensive loss		1,082,094			1,175,696
TOTAL SHAREHOLDERS’ EQUITY		43,745,616			41,847,222
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	43,849,525		$	42,126,354

Nature of operations and going concern (Note 1)

Subsequent events (Note 15)

These consolidated financial statements were authorized for issue by the Board of Directors on September 9, 2026. They are signed on behalf of the Board of Directors by:

“Brian Goss”		“Martin Bajic”
Director		Director

The accompanying notes form an integral part of these consolidated financial statements

2

SUMMA SILVER CORP.

Consolidated Statements of Loss and Comprehensive Loss

(Expressed in Canadian Dollars)

	For the Year Ended
	August 31, 2024			August 31, 2023
EXPENSES
General and administrative costs	$	227,389		$	368,587
Consulting fees (Note 10)		706,512			721,991
Professional fees		286,295			124,018
Shareholder information and marketing		391,451			316,991
Investor relations and conferences		408,706			390,389
Stock-based compensation (Notes 9 and 10)		746,449			860,652
Travel		124,966			132,345
Transfer agent, regulatory and listing fees		102,499			73,970
OTHER ITEMS		2,994,267			2,988,943
Foreign exchange loss (gain)		49,581			(38,178	)
Interest income		(162,900	)		(109,871	)
NET LOSS FOR THE YEAR		2,880,948			2,840,894
ITEMS THAT MAY BE SUBSEQUENTLY RECLASSIFIED TO PROFIT OR LOSS:
Foreign exchange differences on translation of foreign operations		93,602			(695,997	)
NET LOSS AND COMPREHENSIVE LOSS FOR THE YEAR	$	2,974,550		$	2,144,897
Basic and diluted loss per share for the year	$	(0.03	)	$	(0.03	)
Weighted average number of common shares outstanding		103,439,826			87,233,415

The accompanying notes form an integral part of these consolidated financial statements

3

SUMMA SILVER CORP.

Consolidated Statements of Cash Flows

(Expressed in Canadian Dollars)

	For the Year Ended
	August 31, 2024			August 31, 2023
Cash flows provided from (used in):
OPERATING ACTIVITIES
Net loss for the year	$	(2,880,948	)	$	(2,840,894	)
Adjustments for item not affecting cash:
Stock-based compensation		746,449			860,652
Interest income		(162,900	)		(109,871	)
Net changes in non-cash working capital items:
Receivables		44,352			16,043
Loan receivable		(341,596	)
Prepaid expenses		(96,418	)		27,937
Accounts payable and accrued liabilities		(20,796	)		(14,499	)
Net cash flows used in operating activities		(2,711,857	)		(2,060,632	)

INVESTING ACTIVITY
Exploration and evaluation assets		(4,002,026	)		(7,427,792	)
Net cash flows used in investing activity		(4,002,026	)		(7,427,792	)

FINANCING ACTIVITY
Proceeds from issuance of shares		-			9,488,747
Proceeds from options exercise		83,750			148,499
Interest received		219,345			53,426
Net cash flows provided from financing activity		303,095			9,690,672
Net change in cash and cash equivalents		(6,410,788	)		202,248
Cash and cash equivalents, beginning		6,997,894			6,795,646
Cash and cash equivalents, ending	$	587,106		$	6,997,894

Non-cash transactions:
Common shares issued for exploration and evaluation property	$	4,113,850		$	2,244,370
Exploration and evaluation expenditures included in accounts payable	$	3,782		$	230,431

Cash and cash equivalents is comprised of:
Cash held in bank accounts	$	70,084		$	2,497,894
Cashable guaranteed investment certificates	$	517,022		$	4,500,000

The accompanying notes form an integral part of these consolidated financial statements

4

SUMMA SILVER CORP.

Consolidated Statements of Changes in Shareholders’ Equity

(Expressed in Canadian Dollars)

	Number of shares		Amount			Reserve			Accumulated other comprehensive income			Accumulated deficit			Total
Balance, August 31, 2022		78,227,445	$	34,452,267		$	6,586,586		$	479,699		$	(10,268,701	)	$	31,249,851
Common shares issued for cash (Note 8)		12,890,375		10,054,493			257,807			-			-			10,312,300
Common shares issued on the exercise of options (Note 8)		150,000		204,307			(55,808	)		-			-			148,499
Common shares issued for exploration and evaluation assets (Notes 6 and 8)		4,455,880		2,244,370			-			-			-			2,244,370
Fair value of expired options and warrants (Note 9)		-		-			(2,434,735	)		-			2,434,735			-
Share issuance costs (Note 8)		-		(1,157,004	)		333,451			-			-			(823,553	)
Stock-based compensation (Note 9)		-		-			860,652			-			-			860,652
Net loss		-		-			-			-			(2,840,894	)		(2,840,894	)
Other comprehensive income		-		-			-			695,997			-			695,997
Balance, August 31, 2023		95,723,700	$	45,798,433		$	5,547,953		$	1,175,696		$	(10,674,860	)	$	41,847,222

Balance, August 31, 2023		95,723,700	$	45,798,433		$	5,547,953		$	1,175,696		$	(10,674,860	)	$	41,847,222
Common shares issued on the exercise of stock options (Note 8)		125,000		96,750			(13,000	)		-			-			83,750
Common shares issued for exploration and evaluation assets (Notes 6 and 8)		9,018,875		4,113,850			-			-			-			4,113,850
Fair value of expired options (Note 9)		-		-			(154,529	)		-			154,529			-
Share issuance costs (Note 8)		-		(71,105	)		-			-			-			(71,105	)
Stock-based compensation (Note 9)		-		-			746,449			-			-			746,449
Net loss		-		-			-			-			(2,880,948	)		(2,880,948	)
Other comprehensive loss		-		-			-			(93,602	)		-			(93,602	)
Balance, August 31, 2024		104,867,575	$	49,937,928		$	6,126,873		$	1,082,094		$	(13,401,279	)	$	43,745,616

The accompanying notes form an integral part of these consolidated financial statements

5

SUMMA SILVER CORP.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2024 and 2023

(Expressed in Canadian Dollars)

1.	NATURE OF OPERATIONS AND GOING CONCERN

Summa Silver Corp. (the “Company” or “Summa Silver”) was incorporated pursuant to the provisions of the British Columbia Business Corporations Act on March 7, 2018. The Company is in the business of mineral exploration. The Company’s registered office is located at Suite 918 – 1030 West Georgia Street, Vancouver, BC, V6E 2Y3. Summa Silver’s common shares are traded on the TSX Venture Exchange (the “Exchange”) under the symbol “SSVR”, the OTCQX under the symbol “SSVRF” and on the Frankfurt Stock Exchange under the symbol “48X”.

These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and settle its liabilities in the normal course of business. At August 31, 2024, the Company had cash of $587,106 (August 31, 2023 - $6,997,894) and its current assets exceed its current liabilities by $1,264,550 (August 31, 2023 - $7,093,789). The Company currently is not generating any revenues. It has incurred losses and negative cash flows from operations since inception and had an accumulated deficit of $13,401,279 as at August 31, 2024 (August 31, 2023 - $10,674,860). Whether and when the Company can obtain profitability and positive cash flows from operations is uncertain. These factors indicate the existence of a material uncertainty which may cast significant doubt on the ability of the Company to continue as a going concern.

The Company’s ability to continue its operations is dependent on its success in raising equity through share issuances, suitable debt financing and/or other financing arrangements. While the Company has been successful in raising equity in the past, there can be no guarantee that it will be able to raise sufficient funds to fund its exploration activities and general and administrative costs in the next twelve months and in the future. These consolidated financial statements do not give effect to the required adjustments to the carrying amounts and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.

2.	BASIS OF PREPARATION

(a)

Statement of compliance

These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board.

(b)

Basis of presentation

These consolidated financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit or loss (“FVTPL”), which are stated at their fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. The material accounting policies, as disclosed, have been applied consistently to all periods presented in these consolidated financial statements.

(c)

Presentation and functional currency

Items included in the consolidated financial statements of the Company and its wholly owned subsidiaries are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The functional currency of the Company and its subsidiary 1237025 BC Ltd. is the Canadian dollar. The functional currency of Summa Silver (US) Corp., Summa Silver Nevada Inc., and 1237025 Nevada Inc. is the US Dollar.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of transaction. Foreign currency gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are included in profit and loss. The results and financial position of a subsidiary that has a functional currency different from the presentation currency are translated into the presentation currency as follows:

	●	Assets and liabilities are translated using exchange rates prevailing at the end of each reporting period;
	●	Income and expenses for each line item in the consolidated statement of loss and comprehensive loss are translated at average exchange rates for the period; and
	●	All resulting exchange differences are recognized in other comprehensive income as cumulative translation adjustments.

6

SUMMA SILVER CORP.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2024 and 2023

(Expressed in Canadian Dollars)

2.	BASIS OF PREPARATION (continued)

On consolidation, exchange differences arising from the translation of the net investment in foreign entity is taken to accumulated other comprehensive loss. When a foreign operation is sold, such exchange differences are recognized in profit or loss as part of the gain or loss on sale.

(d)

Material accounting judgments and estimates

The preparation of financial statements in accordance with IFRS requires management to make certain critical accounting estimates and assumptions about the future and to exercise judgment in applying the Company’s accounting policies. Actual results could differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. The impacts of changes to estimates are recognized in the period estimates are revised and in future periods affected. The critical judgments and assumptions made by management and other major sources of measurement uncertainty are discussed in Note 4.

3.	MATERIAL ACCOUNTING POLICIES

The material accounting policies used in the preparation of these consolidated financial statements are as follows:

(a)

Basis of consolidation

The Company’s consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Summa Silver (US) Corp., Summa Silver Nevada Inc., 1237025 BC Ltd., and 1237025 Nevada Inc. Subsidiaries are entities controlled by the Company, where control is achieved by the Company being exposed to, or having rights to, variable returns from its involvement with the entity and having the ability to affect those returns through its power over the entity. Subsidiaries are consolidated from the date on which control is obtained by the Company and are deconsolidated from the date that control ceases.

All inter-company transactions, balances, income and expenses are eliminated on consolidation.

(b)

Foreign currency transactions

Transactions in currencies other than the Canadian dollar (“foreign currencies”), the Company’s functional currency, are recorded at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at the date of the consolidated statement of financial position. Non-monetary items that are denominated in foreign currencies and measured at other than fair value are translated using the rates of exchange at the transaction dates. Foreign exchange gains and losses are included in net loss for the period.

(c)

Financial instruments

i)

Classification and measurement

Financial asset

The classification and measurement of financial assets is based on the Company’s business models for managing its financial assets and whether the contractual cash flows represent solely payments of principal and interest (“SPPI”). Financial assets are initially measured at fair value less, for an item not at fair value through profit or loss, transaction costs directly attributable to its acquisition or issue, and are subsequently measured at either (i) amortized cost; (ii) fair value through other comprehensive income, or (iii) at fair value through profit or loss.

Amortized cost

Financial assets at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment. Interest receivable and loan receivable are included in this category.

Fair value through other comprehensive income (“FVTOCI”)

Elected investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

7

SUMMA SILVER CORP.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2024 and 2023

(Expressed in Canadian Dollars)

3.	MATERIAL ACCOUNTING POLICIES (continued)

(c)

Financial instruments (continued)

Fair value through profit or loss (“FVTPL”)

Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit and loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets held at FVTPL are included in profit and loss in the period in which they arise. Cash is included in this category.

Financial liabilities

Financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument. A financial liability is derecognized when it is extinguished, discharged, cancelled or when it expires. Financial liabilities are classified as either financial liabilities at fair value through profit or loss or financial liabilities subsequently measured at amortized cost. All interest-related charges are reported in profit or loss within interest expense, if applicable.

Financial liabilities measured at amortized cost are non-derivatives and are initially recognized at fair value net of any transaction costs directly attributable to the issuance of the instrument and subsequently carried at amortized cost using the effective interest rate method. This ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the consolidated statements of financial position. Interest expense in this context includes initial transaction costs and premiums payable on redemption, as well as any interest or coupon payable while the liability is outstanding. Accounts payable are included in this category.

ii)

Derecognition of financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in profit or loss. However, gains and losses on derecognition of financial assets classified as FVTOCI remain within accumulated other comprehensive income (loss).

iii)

Impairment of financial assets

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the credit risk of the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to twelve month expected credit losses. The Company recognizes in the consolidated statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

(d)

Restoration, rehabilitation, and environmental obligations

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of long-term assets, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future restoration cost estimates arising from the decommissioning of plant and other site preparation work is capitalized to exploration and evaluation assets along with a corresponding increase in the restoration provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value. The restoration asset will be depreciated on the same basis as other assets.

The increase in the restoration provision due to the passage of time is recognized as interest expense.

The costs of restoration projects that were included in the provision are recorded against the provision as incurred. The costs to prevent and control environmental impacts at specific properties are capitalized in accordance with the Company’s accounting policy for exploration and evaluation assets.

8

SUMMA SILVER CORP.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2024 and 2023

(Expressed in Canadian Dollars)

3.	MATERIAL ACCOUNTING POLICIES (continued)

(e)

Exploration and evaluation expenditures

Exploration and evaluation expenditures include the costs of acquiring licenses, costs associated with exploration and evaluation activity, and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination. Exploration and evaluation expenditures are capitalized. Costs incurred before the Company has obtained the legal rights to explore an area are recognized in profit or loss. Government tax credits are recorded as a reduction to the cumulative costs incurred and capitalized on the related property in the period it is received.

Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount.

Once the technical feasibility and commercial viability of the extraction of resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within property, plant and equipment.

Recoverability of the carrying amount of any exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

(f)

Share capital

Common shares

Common shares issued are classified as share capital, a component of shareholders’ equity. Transaction costs directly attributable to the issuance of common shares are recognized as a deduction from share capital.

Equity units

Proceeds received on the issuance of units, comprised of common shares and warrants, are allocated using the residual value method. Under the residual value method, proceeds are allocated to the common shares up to their fair value, determined by reference to the quoted market price of the common shares on the issuance date, and the remaining balance, if any, to the reserve for warrants.

(g)

Share options and warrants

All share options and warrants are included in the reserve, a component of shareholders’ equity, until exercised. Upon exercise, the consideration received plus the amounts in reserves attributable to the options and/or warrants being exercised are credited to share capital. When share options and warrants expire unexercised or are cancelled, other than cancellations resulting from forfeitures when vesting conditions are not satisfied, the amounts recognized in reserve are reclassified to accumulated deficit.

Stock-based compensation to employees are measured at the fair value of the instruments granted. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services received cannot be reliably measured, and are recorded at the date the goods or services are received. Stock-based compensation is measured at the fair value of the goods or services received or the fair value of the equity instruments issued as calculated using the Black-Scholes Option Pricing Model. The offset to the recorded expense is to the reserve. The fair value of awards is calculated using the Black-Scholes Option Pricing Model which considers the following factors: exercise price; current market price of the underlying shares; expected life of the award; risk-free interest rate; forfeiture rate; and expected volatility.

(h)

Leases

At the inception of a lease contract, the Company assesses whether the contract is or contains a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assess whether: (i) the contract involves the use of an identified asset; (ii) the Company has the right to obtain substantially all the economic benefits from the use of the asset throughout the period, and; (iii) the Company has the right to direct the use of the asset. The Company did not have any leases as at or for the year ended August 31, 2024 and 2023.

9

SUMMA SILVER CORP.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2024 and 2023

(Expressed in Canadian Dollars)

3.

MATERIAL ACCOUNTING POLICIES (continued)

(h)

Leases (continued)

Payments associated with short-term leases and leases of low-value assets are recognized as an expense on a straight-line basis in general and administration expense in the consolidated statement of loss and comprehensive loss. Short term leases are defined as leases with a lease term of 12 months or less.

(i)

Income taxes

Income tax on profit or loss comprises current and deferred tax.

Current income taxes are the expected taxes payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to taxes payable in respect of previous periods. Current income tax is recognized in profit or loss, except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Deferred tax is provided for using the asset and liability method of accounting, whereby deferred tax assets and liabilities are recognized for the future tax effects of differences between the carrying amounts of assets and liabilities in the consolidated statement of financial position and the tax bases of the assets and liabilities (temporary differences), unused tax losses and other income tax deductions. Temporary differences on the initial recognition of assets or liabilities that affect neither accounting nor taxable profit or loss are not provided for. Deferred tax assets and liabilities are measured based on the expected manner of realization or settlement of the carrying amounts of the related assets and liabilities, using tax rates enacted or substantively enacted at the consolidated statement of financial position date. Deferred tax assets are recognized for deductible temporary differences, unused tax losses and other income tax deductions only to the extent that it is probable that future taxable profits will be available against which those deductible temporary differences, unused tax losses and other income tax deductions can be utilized.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

(j)

Loss per share

Loss per share is calculated by dividing loss attributable to common shareholders of the Company by the weighted average number of shares outstanding during the period. Diluted loss per share is determined by adjusting loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares. The calculation of diluted loss per share excludes the effects of various conversions and exercises of options and warrants that would be anti-dilutive.

(k)

Impairment of non-financial assets

Impairment tests on non-financial assets, including exploration and evaluation assets are undertaken whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount, which is the higher of value in use and fair value less costs to sell, the asset is written down accordingly. The Company assesses exploration and evaluation assets for impairment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs to sell and value in use.

Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset’s cash-generating unit, which is the lowest group of assets in which the asset belongs for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets.

An impairment loss is charged to profit or loss, except to the extent it reverses gains previously recognized in profit or loss. An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount, however, not to an amount higher than the carrying amount that would have been determined had no impairment loss been recognized in previous years.

10

SUMMA SILVER CORP.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2024 and 2023

(Expressed in Canadian Dollars)

3.	MATERIAL ACCOUNTING POLICIES (continued)

(l)

New accounting standards and interpretations

IFRS 18 – Presentation and Disclosure in Financial Statements

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 financing, 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 financial 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 statements. Retrospective application is required, and early application is permitted. The Company is currently assessing the effect of this standard on its financial statements.

4.	SIGNIFICANT ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Significant accounting judgments

The critical judgments, apart from those involving estimations, that management has made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements are as follows:

Going concern

The assessment of the Company’s ability to continue as a going concern and to raise sufficient funds to pay for its ongoing operating expenditures and meet its liabilities for the ensuing year involves significant judgment based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances.

Impairment of long-lived assets

The carrying value and the recoverability of long-lived assets, including exploration and evaluation assets, are evaluated at each reporting date. Management assesses for indicators of impairment, which includes assessing whether facts or circumstances exist that suggest the carrying amount exceeds the recoverable amount.

Key sources of estimation uncertainty

The key assumptions management has made about the future and other major sources of estimation uncertainty at the date of the consolidated statement of financial position that have significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:

Income taxes

The Company recognizes deferred tax assets for deductible temporary differences, unused tax losses and other income tax deductions only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, unused tax losses and other income tax deductions can be utilized. In assessing the probability of realizing the income tax benefits of deductible temporary differences, unused tax losses and other income tax deductions, management makes estimates related to expectations of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. The likelihood that tax positions taken will be sustained upon examination by applicable tax authorities is assessed based on individual facts and circumstances of the relevant tax position evaluated in light of all available evidence.

As at August 31, 2024 and 2023, the Company has not recognized any deferred tax assets for deductible temporary differences. Changes in any of the above-mentioned estimates can materially affect the amount of income tax assets recognized. In addition, where applicable tax laws and regulations are either unclear or subject to varying interpretations, changes in these estimates can occur that materially affect the amounts of income tax assets recognized. The Company reassesses unrecognized income tax assets at the end of each reporting period.

11

SUMMA SILVER CORP.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2024 and 2023

(Expressed in Canadian Dollars)

4.	SIGNIFICANT ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (continued)

Valuation of stock-based compensation

The Company uses the Black-Scholes Option Pricing Model for valuation of stock-based compensation. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company’s earnings and equity reserves.

5.	LOAN RECEIVABLE

The Company loaned $273,274 (US$200,000) on March 22, 2024, and a further $68,322 (US$50,000) on March 27, 2024, to an arms-length third party. The loan is unsecured, interest free, and was repaid on October 9, 2024 (Note 15).

6.	EXPLORATION AND EVALUATION ASSETS

Costs incurred with respect to the properties are summarized below:

	Hughes Property			Mogollon Property			Total
Acquisition Costs
Balance, August 31, 2022	$	2,011,941		$	2,034,771		$	4,046,712
Additions		-			2,791,947			2,791,947
Balance, August 31, 2023		2,011,941			4,826,718			6,838,659
Additions		-			4,433,354			4,433,354
Balance, August 31, 2024	$	2,011,941		$	9,260,072		$	11,272,013

Deferred Exploration Costs
Balance, August 31, 2022	$	17,044,387		$	3,038,087		$	20,082,474
Drilling		1,351,259			3,019,578			4,370,837
Consulting (Note 10)		691,569			841,820			1,533,389
Fuel		102,581			-			102,581
Materials		140,578			210,767			351,345
Assays		138,202			74,295			212,497
Permitting		-			90,065			90,065
Data purchase		58,862			166,858			225,720
Currency translation adjustment		533,790			96,830			630,620
Balance, August 31, 2023		20,061,228			7,538,300			27,599,528
Drilling		450,607			1,309,387			1,759,994
Consulting (Note 10)		680,644			886,198			1,566,842
Assays		32,637			17,662			50,299
Permitting		-			55,522			55,522
Currency translation adjustment		(59,664	)		(20,742	)		(80,406	)
Balance, August 31, 2024	$	21,165,452		$	9,786,327		$	30,951,779

Total
Balance, August 31, 2023	$	22,073,169		$	12,365,018		$	34,438,187
Balance, August 31, 2024	$	23,177,393		$	19,046,399		$	42,223,792

Hughes Property

The Company had an option agreement to acquire 100% of the Hughes property in exchange for US$400,000 in cash and US$400,000 in share payments payable in semi-annual instalments over a five-year period. There is an additional obligation to incur $1,500,000 of expenditures over the same five-year period ending March 8, 2025, which has been fulfilled. The property is subject to a 1% net smelter royalty which may be reduced to 0.5% for additional payments of US$4,000,000.

During the year ended August 31, 2022, the Company completed all remaining option payments to the vendor to earn a 100% interest in the project, subject to the 1% net smelter royalty.

12

SUMMA SILVER CORP.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2024 and 2023

(Expressed in Canadian Dollars)

6.	EXPLORATION AND EVALUATION ASSETS (continued)

Mogollon Property

On August 24, 2020 the Company signed a definitive agreement with Allegiant Gold Ltd. (“Allegiant”) to earn up to a 100% interest in the Mogollon silver-gold mining district. The Company may earn up to a 100% interest in two phases:

	●	Phase I is an option to earn a 75% interest over three years for staged payments totaling US$350,000 in cash, US$1,450,000 of value in shares, and a final payment of US$1,000,000 which may be paid in cash or shares, at the election of the Company. Phase I also includes a US$3,000,000 work commitment on the property. During the year ended August 31, 2023, the Company paid $136,486 (US$100,000) and issued 4,398,831 shares with a fair value of $2,220,240 (US$1,650,000) to Allegiant (Note 8).
	●	After the 75% earn in, the Company can elect to either form a 75/25 joint venture with Allegiant or purchase the remaining 25% interest for US$3,000,000 in cash or shares. On November 1, 2023, the Company issued 8,912,884 shares with a fair value of $4,077,300 (US$3,000,000) to Allegiant (Note 8).

As of August 31, 2024, the Company had completed all remaining option payments to the vendor to earn a 100% interest in the project.

Additionally, the Company has mining lease agreements on the Mogollon property with certain lessors, which were renegotiated on September 20, 2021. The payment terms of the mining lease agreements are as follows:

	●	$82,240 (US$63,042) on signing of the amended agreement (paid);
	●	An additional USD$99,067 on or before the 12-month anniversary, and each successive anniversary thereafter. Of the annual payments, as much as 75% may be paid in shares at least six months prior to the anniversary date, at the option of the Company. During the year ended August 31, 2023, the Company made a cash payment to these lessors for the balance of the annual payment of $94,041 (US$72,051) and issued 57,049 common shares with a fair value of $36,785 (Note 8). During the year ended August 31, 2024, the Company made cash payments to these lessors of $91,650 (US$67,771).

The Company has an additional lease agreement on the Mogollon property which was initially negotiated on April 9, 2019. Pursuant to this lease, the Company owes an annual base payment of USD$10,000, which is adjusted to an amount equal to the change in the Production Price Index for industrial commodities as published by the United State Bureau of Labour Statistics on each anniversary. The Company paid $20,734 (US$15,215) pursuant to this lease during the year ended August 31, 2023. During the year ended August 31, 2024, the Company paid $20,569 (US$15,093) and issued 105,991 common shares with a fair value of $36,550 (Note 8).

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

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

	●	$128,884 (US$100,000) on signing of the option agreement (paid);
	●	An additional $199,320 (US$150,000) on or before the 12-month anniversary (paid during the year ended August 31, 2023);
	●	An additional $207,285 (US$150,000) on or before the 24-month anniversary (paid during the year ended August 31, 2024);
	●	An additional USD$150,000 on or before the 36-month anniversary (paid subsequent to August 31, 2024 (Note 15)); and
	●	An additional USD$150,000 on or before the 48-month anniversary.

After completion of the payments with respect to the Eberle Mine, the Company will not be subject to any underlying royalties or other encumbrances.

During the year ended August 31, 2023, the Company staked additional claims surrounding the Mogollon property for a total cost of $84,341. The Company did not stake any additional claims during the year ended August 31, 2024.

As at August 31, 2024, the Company had long-term prepaid expenses of $43,172 (August 31, 2023 - $112,281) which relate to a bond payment and deposits for drilling services.

13

SUMMA SILVER CORP.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2024 and 2023

(Expressed in Canadian Dollars)

7.	ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

At August 31, 2024 and 2023, the Company’s accounts payable and accrued liabilities are comprised of the following:

	August 31, 2024		August 31, 2023
Accounts payable (Note 10)	$	26,892	$	263,535
Accrued liabilities (Note 10)		77,107		15,597
Total	$	103,909	$	279,132

8.	SHARE CAPITAL

a)

Authorized

Unlimited number of common shares without par value.

b)

Issued

For the year ended August 31, 2024:

As at August 31, 2024, the Company had 104,867,575 (August 31, 2023 – 95,723,700) common shares issued and outstanding.

During the year ended August 31, 2024, the Company issued 125,000 common shares in connection with the exercise of stock options, for gross proceeds of $83,750.

On November 1, 2023, the Company issued 8,912,884 common shares with a fair value of $4,077,300 in connection with the mining lease agreements on the Mogollon property (Note 6). Share issuance costs of $1,500 were incurred in relation to the issuance.

On March 20, 2024, the Company issued 105,991 common shares with a fair value of $36,550 pursuant to the amended mining lease agreements on the Mogollon Property (Note 6).

During the year ended August 31, 2024, the Company incurred share issuance costs of $71,105 related to a brokered private placement which closed subsequent to year end (Note 15).

For the year ended August 31, 2023:

During the year ended August 31, 2023, the Company issued 150,000 common shares in connection with the exercise of stock options, for gross proceeds of $148,499.

On December 29, 2022, the Company completed a brokered private placement for gross proceeds of $10,312,300 consisting of 12,890,375 units of the Company at a price of $0.80 per unit. Each unit is comprised of one common share and one-half of one common share purchase warrant. Each purchase warrant is exercisable to acquire one common share at a price of $1.20 per common share, for a period of 36 months. The warrants were ascribed a fair value of $257,807 under the residual method. In connection with the offering, the Company paid the agents a cash commission equal to 6% of the gross proceeds and issued 773,423 broker warrants, with a fair value of $333,451 (Note 9). The broker warrants are exercisable for a period of 36 months to acquire a common share at an exercise price of $0.80. The agents received a commission of $610,938 and $103,515 in agent expenses. The Company also incurred other share issuance costs of $109,100.

On March 20, 2023, the Company issued 57,049 common shares with a fair value of $36,785 in connection with the mining lease agreements on the Mogollon property (Note 6).

On August 15, 2023, the Company issued 4,398,831 common shares with a fair value of $2,220,240 in connection with the mining lease agreements on the Mogollon property (Note 6). Share issuance costs of $12,655 were incurred in relation to the issuance.

c)

Escrow shares

At August 31, 2024, there were nil shares in escrow (August 31, 2023 – 307,531).

14

SUMMA SILVER CORP.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2024 and 2023

(Expressed in Canadian Dollars)

9.	OPTIONS AND WARRANTS

a)

Options

The Black-Scholes Option Pricing Model inputs for options granted during the year ended August 31, 2024, are as follows:

Grant Date

Expiry Date

Exercise Price

Risk-Free

Interest

Rate

Expected

Life

Volatility

Factor

Dividend

Yield

Fair

Value

December 6, 2023

December 6, 2028

$

0.62

3.40

%

5 years

97

%

0

$

0.41

Total expenses arising from stock-based compensation recognized during the year ended August 31, 2024 was $746,449 (2023 - $860,652).

The Company has a stock option plan whereby a maximum of 10% of the issued and outstanding common shares of the Company may be reserved for issuance pursuant to the exercise of stock options. The terms of the granted options are fixed by the Board of Directors and are not to exceed ten years. The exercise price of options are determined by the Board of Directors, but shall not be less than the closing price of the Company’s common shares on the day preceding the option grant date, less any discount permitted by the Exchange. Options granted under the plan may vest immediately on grant, or over a period as determined by the Board of Directors or, in respect of options granted for investor relations services, as prescribed by Exchange policy.

A continuity schedule of the Company’s outstanding stock options for the years ended August 31, 2024 and 2023 are as follows:

	August 31, 2024					August 31, 2023
	Number outstanding			Weighted average exercise price		Number outstanding			Weighted average exercise price
Outstanding, beginning of year		7,957,500		$	0.86		6,375,000		$	0.89
Granted		2,305,000			0.62		1,885,000			0.78
Exercised		(125,000	)		0.67		(150,000	)		0.99
Expired and forfeited		(290,000	)		1.00		(152,500	)		0.99
Outstanding, end of year		9,847,500		$	0.80		7,957,500		$	0.86
Exercisable, end of year		8,118,750		$	0.84		6,892,250		$	0.87

The expired options in the year ended August 31, 2024 had a fair value of $154,529 (August 31, 2023 - $93,569) which was reclassified to deficit during the year.

At August 31, 2024, the Company had outstanding stock options exercisable to acquire common shares of the Company as follows:

Expiry date	Options outstanding		Exercise Price		Remaining contractual life (in years)
May 7, 2025		1,750,000	$	0.25		0.68
June 9, 2025		300,000	$	0.50		0.77
June 30, 2025		100,000	$	0.92		0.83
October 13, 2025		2,035,000	$	1.41		1.12
March 25, 2026		200,000	$	1.09		1.56
January 7, 2027		1,352,500	$	0.94		2.35
June 14, 2027		200,000	$	0.74		2.79
February 1, 2028		1,605,000	$	0.80		3.42
December 6, 2028		2,305,000	$	0.62		4.27

15

SUMMA SILVER CORP.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2024 and 2023

(Expressed in Canadian Dollars)

9.	OPTIONS AND WARRANTS (continued)

b)

Warrants

A continuity schedule of the Company’s outstanding common share purchase warrants for the years ended August 31, 2024 and 2023 are as follows:

	August 31, 2024					August 31, 2023
	Number outstanding			Weighted average exercise price		Number outstanding			Weighted average exercise price
Outstanding, beginning of year		19,434,158		$	1.32		16,768,565		$	1.48
Granted		-			-		7,218,610			1.16
Expired		(5,084,000	)		1.75		(4,553,017	)		1.66
Outstanding, end of year		14,350,158		$	1.16		19,434,158		$	1.32

At August 31, 2024, the Company had outstanding common share purchase warrants exercisable to acquire common shares of the Company as follows:

Expiry Date	Warrants outstanding		Exercise Price		Remaining contractual life (in years)
February 10, 2025		6,388,882	$	1.20		0.45
February 10, 2025		742,666	$	0.90		0.45
December 29, 2025		6,445,187	$	1.20		1.33
December 29, 2025		773,423	$	0.80		1.33

The expired warrants in the year ended August 31, 2024 had a fair value of $nil (2023 - $2,341,166) which was reclassified to deficit during the year.

10.

RELATED PARTY TRANSACTIONS

The Company’s related parties consist of its key management personnel, including its directors and officers.

During the normal course of business, the Company enters into transactions with its related parties that are considered to be arm’s length transactions and made at normal market prices and on normal commercial terms.

(a)

Key management compensation included in consulting fees for the years ended August 31, 2024 and 2023 were as follows:

	August 31, 2024		August 31, 2023
Consulting fees	$	410,726	$	398,052
Stock-based compensation	$	451,001	$	539,094
Fees capitalized in evaluation and exploration assets (Note 6)	$	524,246	$	1,051,182

(b)

As at August 31, 2024, the Company had $5,319 (August 31, 2023 - $97,312) owing to related parties, which is included in accounts payable and accrued liabilities (Note 7).

16

SUMMA SILVER CORP.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2024 and 2023

(Expressed in Canadian Dollars)

11.

FINANCIAL INSTRUMENTS

a)

Categories of financial instruments and fair value measurements

The Company’s financial assets and liabilities are classified as follows:

	August 31, 2024		August 31, 2023
Financial assets:
Fair value through profit or loss
Cash and cash equivalents	$	587,106	$	6,997,894

At amortized cost
Accounts receivable	$	13,203	$	57,555
Loan receivable	$	341,596	$	-
Interest receivable	$	-	$	56,445
Financial liabilities:
At amortized cost
Accounts payable	$	26,892	$	263,535

The amount of accounts payable includes amounts due to related parties (Note 10).

The fair values of the Company’s cash, receivables, loan receivable, interest receivable and accounts payable approximate their carrying amounts due to the short-term nature of these instruments.

b)

Management of financial risks

The Company’s financial instruments expose the Company to certain financial risks, including credit risk, liquidity risk, interest rate risk and foreign currency risk.

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. At August 31, 2024, the Company was exposed to credit risk on its cash, receivables, loan receivable and interest receivable.

The Company’s cash is held with a high credit quality financial institution in Canada and as at August 31, 2024, management considers its exposure to credit risk on its cash to be low. The Company’s interest receivable is due from the same financial institution and the credit risk is also assessed as low. The Company’s loan receivable is due from an arms-length third party and was repaid subsequent to August 31, 2024 (Note 5). The Company’s receivables consist of GST receivable from the Government of Canada and as such the risk is assessed as low.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. The Company manages liquidity risk by maintaining adequate cash and managing its capital and expenditures.

At August 31, 2024, the Company had cash of $587,106 (August 31, 2023 - $6,997,894) and accounts payable and accrued liabilities of $103,909 (August 31, 2023 - $279,132) with contractual maturities of less than one year. The Company assessed its liquidity risk as high as at August 31, 2024.

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’s financial assets and financial liabilities are not exposed to interest rate risk due to their short-term nature and maturity. The Company is not exposed to interest rate risk at August 31, 2024.

17

SUMMA SILVER CORP.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2024 and 2023

(Expressed in Canadian Dollars)

11.

FINANCIAL INSTRUMENTS (continued)

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign currency risk to the extent that it has monetary assets and liabilities denominated in foreign currencies.

As at August 31, 2024, the Company is exposed to foreign currency risk as it has cash, prepaid expenses, loan receivable, and accounts payable denominated in US Dollars, as follows:

	August 31, 2024			August 31, 2023
Cash	$	170,113		$	201,943
Prepaid expenses		32,000			82,000
Loan receivable		250,000			-
Accounts payable		(2,306	)		(151,489	)
Net exposure		449,807			132,454
Canadian dollar equivalent	$	606,835		$	179,223

As of August 31, 2024, a 5% change in the exchange rate between US dollars and Canadian dollars would impact the Company’s net assets by $30,342 (August 31, 2023 - $8,961). The Company assessed its foreign currency risk as moderate as of August 31, 2024.

12.

INCOME TAXES

A reconciliation of income taxes at statutory rates with reported taxes is as follows:

	August 31, 2024			August 31, 2023
Net loss for the year	$	(2,880,948	)	$	(2,840,894	)
Canadian federal and provincial statutory income tax rate		27	%		27	%
Income tax benefit based on Canadian statutory income tax rates		(777,856	)		(767,041	)
Effects of the following:
Other differences		27,820			161,071
Changes in valuation allowance		750,036			605,970
Income tax benefit	$	-		$	-

18

SUMMA SILVER CORP.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2024 and 2023

(Expressed in Canadian Dollars)

12.

INCOME TAXES (continued)

The significant components of deferred income tax assets and liabilities are as follows:

	August 31, 2024			August 31, 2023
Non-capital loss	$	3,324,175		$	2,415,715
Share issuance costs		277,598			436,023
Exploration and evaluation assets		57,359			57,359
Valuation allowance		(3,659,132	)		(2,909,096	)
Tax recovery	$	-		$	-

The Canadian non-capital losses at August 31, 2024 expire as follows:

Expiry date	Amount
2038	$	50,893
2039		24,028
2040		693,881
2041		3,135,229
2042		3,006,632
2043		2,620,489
2044		2,780,609
	$	12,311,761

At August 31, 2024, the Company has share issuance costs of $1,028,141 that can be deducted over a five year period and tax pools related to exploration and evaluation assets of $42,436,232 which may be carried forward indefinitely.

13.

SEGMENTED INFORMATION

The Company is organized into business units based on exploration and evaluation assets and has three reportable operating segments, being that of acquisition and exploration and evaluation activities at the Hughes property in Nevada, the Mogollon property in New Mexico and its corporate headquarters located in Canada. The Company is in the exploration stage and has no reportable segment revenues or operating results.

The Company’s total assets are segmented geographically as follows:

	Hughes Property		Mogollon Property		Corporate		Total
As at August 31, 2023
Current assets	$	37,482	$	-	$	7,335,439	$	7,372,921
Restricted cash		-		-		202,965		202,965
Prepaid expenses – long term		112,281		-		-		112,281
Exploration and evaluation assets		22,073,169		12,365,018		-		34,438,187
	$	22,222,932	$	12,365,018	$	7,538,404	$	42,126,354

As at August 31, 2024
Current assets	$	27,678	$	-	$	1,340,781	$	1,368,459
Restricted cash		-		-		214,102		214,102
Prepaid expenses – long term		-		43,172		-		43,172
Exploration and evaluation assets		23,177,393		19,046,399		-		42,223,792
	$	23,205,071	$	19,089,571	$	1,554,883	$	43,849,525

19

SUMMA SILVER CORP.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2024 and 2023

(Expressed in Canadian Dollars)

14.

MANAGEMENT OF CAPITAL

The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to continue its business and maintain a flexible capital structure, which optimizes the costs of capital at an acceptable risk. The Company’s capital includes the components of its shareholders’ equity.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its underlying assets. To maintain or adjust its capital structure, the Company may issue new shares, issue new debt, acquire or dispose of assets, or adjust the amount of cash. In order to preserve cash, the Company does not pay any dividends.

The Company is not subject to any externally imposed capital requirements. The Company did not change their capital management approach during the year ended August 31, 2024. The Company’s ability to continue its operations is dependent on its success in raising equity through share issuances, suitable debt and/or other financing arrangements.

15.

SUBSEQUENT EVENTS

On October 9, 2024, the loan receivable was repaid (Note 5).

On November 1, 2024, the Company completed a brokered private placement of 16,207,500 units at a price of $0.40 per unit for aggregate gross proceeds of $6,483,000. Each unit is comprised of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant shall be exercisable to acquire one common share at a price of $0.55 per Common Share until November 1, 2026. In connection with the private placement, the Company paid the agents a cash commission of $399,525 and issued 998,813 broker warrants. In addition, the agents received an advisory fee of $18,000 and 45,000 advisory broker warrants. The broker warrants are exercisable to acquire one common share at a price of $0.40 per common share at any time on or before November 1, 2026. The Company additionally paid a cash fee of $69,062 and granted 172,655 finders warrants to an eligible arm’s length finder.

On November 15, 2024, the Company paid $209,160 (US$150,000) pursuant to the option agreement covering the Eberle mine (Note 6).

Subsequent to the year-end, the Company sold 890,500 common shares at a weighted average sale price of $0.40 for gross proceeds of $357,171 pursuant to its at-the-market equity distribution program. Share issuance costs of $32,476 were incurred in relation to the issuance.

On December 31, 2024, 250,000 stock options with an exercise price of $0.62 were cancelled.

On January 25, 2025, 2,400,000 options with a exercise price of $0.40, expiring in 5 years, were granted

On February 12, 2025, 200,000 options were exercised into common shares for gross proceeds of $47,981.

On March 20, 2025, the Company issued 112,324 common shares with a fair value of $39,493 pursuant to the amended mining lease agreements on the Mogollon Property (Note 6).

On May 7, 2025, 1,550,000 stock options with an exercise price of $0.25 expired unexercised.

On June 9, 2025, 300,000 stock options with an exercise price of $0.50 expired unexercised.

On June 30, 2026, 100,000 stock options with an exercise price of $0.92 expired unexercised.

On October 13, 2025, 2,035,000 stock options with an exercise price of $1.41 expired unexercised.

On March 25, 2025, 200,000 stock options with an exercise price of $1.09 expired unexercised.

On August 1, 2025, the Company completed the previously announced acquisition of the Company by Silver47 Exploration Corp. (“Silver47”) whereby Silver47 issued 55,269,408 common shares of Silver47 to acquire 100% of the issued and outstanding shares of the Company. Concurrent with the closing, Silver47completed the subscription receipt financing and issued 12,475,400 common shares of Silver47 for gross proceeds of $6,900,000 and 6,237,600 warrants exercisable at $0.796 per warrant. As part of the transaction, Silver47issued 1,446,650 advisory units of Company which include 1,446,650 common shares 723,324 advisory warrants exercisable at $0.796 and expire on August 1, 2027. In addition, the Silver47issued 667,421 broker warrants and 66,895 advisory warrants exercisable at $0.796 and expire on August 1, 2027.

20

Exhibit 99.4

SUMMA SILVER CORP.

Condensed Consolidated Interim Financial Statements

For the nine months ended May 31, 2025 and 2024

(Expressed in Canadian Dollars - unaudited)

NOTICE OF NO AUDITOR REVIEW OF 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 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 consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.

The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor.

SUMMA SILVER CORP.

Condensed Consolidated Interim Statements of Financial Position

(Expressed in Canadian Dollars)

	May 31, 2025 (unaudited)			August 31, 2024
ASSETS
Current assets
Cash and cash equivalents	$	818,010		$	587,106
Receivables		23,251			13,203
Loan receivable (Note 3)		-			341,596
Prepaid expenses		137,855			426,554
		979,116			1,368,459
Non-current assets
Restricted cash		218,339			214,102
Prepaid expenses (Note 4)		44,026			43,172
Exploration and evaluation assets (Note 4)		47,153,583			42,223,792
TOTAL ASSETS	$	48,395,064		$	43,849,525
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities (Notes 5 and 8)	$	323,207		$	103,909
SHAREHOLDERS’ EQUITY
Share capital (Note 6)		55,538,965			49,937,928
Reserve (Note 7)		6,629,139			6,126,873
Accumulated other comprehensive loss		1,543,087			1,082,094
Accumulated deficit		(15,639,334	)		(13,401,279	)
TOTAL SHAREHOLDERS’ EQUITY		48,071,857			43,745,616
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	48,395,064		$	43,849,525

Nature of operations and going concern (Note 1)

Subsequent events (Note 12)

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on July 28, 2025. They are signed on behalf of the Board of Directors by:

“Brian Goss”		“Martin Bajic”
Director		Director

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

2

SUMMA SILVER CORP.

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

(Expressed in Canadian Dollars - unaudited)

	For the Three Months Ended						For the Nine Months Ended
	May 31, 2025			May 31, 2024			May 31, 2025			May 31, 2024
EXPENSES
General and administrative costs	$	73,259		$	72,309		$	174,723		$	206,838
Consulting fees (Note 8)		163,690			163,465			611,439			529,665
Professional fees		191,314			152,789			326,763			231,534
Shareholder information and marketing		203,470			75,011			594,493			193,992
Investor relations and conferences		97,099			64,088			320,875			370,174
Stock-based compensation (Notes 7 and 8)		326,244			17,979			613,406			609,866
Travel		30,251			11,689			49,994			88,648
Transfer agent, regulatory and listing fees		21,297			20,987			118,397			89,883
OTHER ITEMS		1,106,624			578,317			2,810,090			2,320,600
Foreign exchange loss		(68,232	)		(7,870	)		(50,618	)		(28,486	)
Interest income		8,304			30,917			33,180			148,983
NET LOSS FOR THE PERIOD		1,166,552			555,270			2,827,528			2,200,103

Items that may be subsequently reclassified to profit or loss:
Foreign exchange (loss) gain on translation of foreign operations		(1,683,544	)		146,450			460,993			207,820
COMPREHENSIVE LOSS FOR THE PERIOD	$	2,850,096		$	408,820		$	2,366,535		$	1,992,283
Basic and diluted loss per share for the period	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)
Weighted average number of common shares outstanding		122,157,175			104,844,533			118,017,893			102,960,435

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

3

SUMMA SILVER CORP.

Condensed Consolidated Interim Statements of Cash Flows

(Expressed in Canadian Dollars - unaudited)

	For the Nine Months Ended
	May 31, 2025			May 31, 2024
Cash flows provided from (used in):
OPERATING ACTIVITIES
Net loss for the period	$	(2,827,528	)	$	(2,200,103	)
Adjustments for item not affecting cash:
Stock-based compensation		613,406			609,866
Interest income		(33,180	)		(148,983	)
Net changes in non-cash working capital items:
Receivables		331,548			(315,501	)
Prepaid expenses		287,845			212,805
Accounts payable and accrued liabilities		185,426			103,222
Net cash flows used in operating activities		(1,442,483	)		(1,738,694	)
INVESTING ACTIVITY
Exploration and evaluation assets		(4,399,670	)		(3,595,800	)
Net cash flows used in investing activity		(4,399,670	)		(3,595,800	)
FINANCING ACTIVITY
Proceeds from issuance of shares, net of costs		5,634,725			-
Proceeds through at-the-market equity program		357,171			-
Proceeds from options exercise		47,981			83,750
Interest received		33,180			205,428
Net cash flows provided from financing activity		6,073,057			289,178
Net changed in cash and cash equivalents		230,904			(5,045,316	)
Cash and cash equivalents, beginning		587,106			6,997,894
Cash and cash equivalents, ending	$	818,010		$	1,952,578
Non-cash transactions:
Common shares issued for exploration and evaluation property	$	39,493		$	4,112,350
Exploration and evaluation expenditures included in accounts payable	$	33,417		$	4,189

Cash and cash equivalents is comprised of:
Cash held in bank accounts	$	818,010		$	1,952,578

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

4

SUMMA SILVER CORP.

Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity

(Expressed in Canadian Dollars - unaudited)

	Number of shares		Amount			Reserve			Accumulated other comprehensive income		Accumulated deficit			Total
Balance, August 31, 2023		95,723,700	$	45,798,433		$	5,547,953		$	1,175,696	$	(10,674,860	)	$	41,847,222
Common shares issued on the exercise of stock options (Note 6)		125,000		96,750			(13,000	)		-		-			83,750
Common shares issued for exploration and evaluation assets (Notes 4 and 6)		9,018,875		4,113,850			-			-		-			4,113,850
Fair value of expired options (Note 7)		-		-			(154,529	)		-		154,529			-
Share issuance costs (Note 6)		-		(1,500	)		-			-		-			(1,500	)
Stock-based compensation (Note 7)		-		-			609,866			-		-			609,866
Net loss		-		-			-			-		(2,200,103	)		(2,200,103	)
Other comprehensive income		-		-			-			207,820		-			207,820
Balance, May 31, 2024		104,867,575	$	50,007,533		$	5,990,290		$	1,383,516	$	(12,720,434	)	$	44,660,905

Balance, August 31, 2024		104,867,575	$	49,937,928		$	6,126,873		$	1,082,094	$	(13,401,279	)	$	43,745,616
Common shares issued pursuant to financing (Note 6)		16,207,500		6,158,850			324,150			-		-			6,483,000
Common shares issued pursuant to at-the-market equity program (Note 6)		890,500		357,171			-			-		-			357,171
Common shares issued for exploration and evaluation assets (Notes 4 and 6)		112,324		39,493			-			-		-			39,493
Common shares issued on the exercise of options (Note 6)		200,000		58,891			(10,910	)		-		-			47,981
Share issuance costs (Note 6)		-		(1,013,368	)		165,093			-		-			(848,275	)
Fair value of expired options and warrants (Note 7)		-		-			(589,473	)		-		589,473			-
Stock-based compensation (Note 7)		-		-			613,406			-		-			613,406
Net loss		-		-			-			-		(2,827,528	)		(2,827,528	)
Other comprehensive income		-		-			-			460,993		-			460,993
Balance, May 31, 2025		122,277,899	$	55,538,965		$	6,692,139		$	1,543,087	$	(15,639,334	)	$	48,071,857

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

5

SUMMA SILVER CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended May 31, 2025

(Expressed in Canadian Dollars - unaudited)

1.	NATURE OF OPERATIONS AND GOING CONCERN

Summa Silver Corp. (the “Company” or “Summa Silver”) was incorporated pursuant to the provisions of the British Columbia Business Corporations Act on March 7, 2018. The Company is in the business of mineral exploration. The Company’s registered office is located at Suite 918 – 1030 West Georgia Street, Vancouver, BC, V6E 2Y3. Summa Silver’s common shares are traded on the TSX Venture Exchange (the “Exchange”) under the symbol “SSVR”, the OTCQX under the symbol “SSVRF” and on the Frankfurt Stock Exchange under the symbol “48X”.

These condensed consolidated interim financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and settle its liabilities in the normal course of business. At May 31, 2025, the Company had cash of $818,010 (August 31, 2024 - $587,106) and its current assets exceed its current liabilities by $655,909 (August 31, 2024 - $1,264,550). The Company currently is not generating any revenues. It has incurred losses and negative cash flows from operations since inception and had an accumulated deficit of $15,639,334 as at May 31, 2025 (August 31, 2024 - $13,401,279). Whether and when the Company can obtain profitability and positive cash flows from operations is uncertain. These factors indicate the existence of a material uncertainty which may cast significant doubt on the ability of the Company to continue as a going concern.

The Company’s ability to continue its operations is dependent on its success in raising equity through share issuances, suitable debt financing and/or other financing arrangements. While the Company has been successful in raising equity in the past, there can be no guarantee that it will be able to raise sufficient funds to fund its exploration activities and general and administrative costs in the next twelve months and in the future. These condensed consolidated interim financial statements do not give effect to the required adjustments to the carrying amounts and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.

2.	MATERIAL ACCOUNTING POLICIES

The accounting policies followed by the Company are set out in Note 3 to the audited consolidated financial statements for the year ended August 31, 2024 and have been consistently followed in the preparation of these condensed consolidated interim financial statements. In the current year, the Company has applied the amendment to IFRS Standards and Interpretations issued by the IASB that were effective for annual periods that begin on or after January 1, 2023.

These condensed consolidated interim financial statements were authorized for issuance by the Company’s Board of Directors and follow the same accounting policies and methods of computation as the most recent annual financial statements.

New accounting pronouncements

IFRS 18 – Presentation and Disclosure in Financial Statements

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 financing, 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 financial 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 statements. Retrospective application is required, and early application is permitted. The Company is currently assessing the effect of this new standard on its financial statements.

6

SUMMA SILVER CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended May 31, 2025

(Expressed in Canadian Dollars - unaudited)

3.	LOAN RECEIVABLE

The Company loaned $273,274 (US$200,000) on March 22, 2024, and a further $68,322 (US$50,000) on March 27, 2024, to an arms-length third party. The loan was unsecured, interest free, and was repaid on October 9, 2024.

4.	EXPLORATION AND EVALUATION ASSETS

Costs incurred with respect to the properties are summarized below:

	Hughes Property			Mogollon Property			Staked Properties		Total
Acquisition Costs
Balance, August 31, 2023	$	2,011,941		$	4,826,718		$	-	$	6,838,659
Additions		-			4,433,354			-		4,433,354
Balance, August 31, 2024		2,011,941			9,260,072			-		11,272,013
Additions		-			378,712			77,101		455,813
Balance, May 31, 2025	$	2,011,941		$	9,638,784		$	77,101	$	11,727,826

Deferred Exploration Costs
Balance, August 31, 2023		20,061,228			7,538,300			-		27,599,528
Drilling		450,607			1,309,387			-		1,759,994
Consulting (Note 8)		680,644			886,198			-		1,566,842
Assays		32,637			17,662			-		50,299
Permitting		-			55,522			-		55,522
Currency translation adjustment		(59,664	)		(20,742	)		-		(80,406	)
Balance, August 31, 2024	$	21,165,452		$	9,786,327		$	-	$	30,951,779
Drilling		2,262,414			-			-		2,262,414
Consulting (Note 8)		843,519			260,705			6,000		1,110,224
Fuel		95,946			-			-		95,946
Materials		172,520			-			-		172,520
Resource estimate		112,966			115,608			-		228,574
Currency translation adjustment		431,223			173,077			-		604,300
Balance, May 31, 2025	$	25,084,040		$	10,335,717		$	6,000	$	35,425,757

Total
Balance, August 31, 2024	$	23,177,393		$	19,046,399		$	-	$	42,223,792
Balance, May 31, 2025	$	27,095,981		$	19,974,501		$	83,101	$	47,153,583

Hughes Property

The Company had an option agreement to acquire 100% of the Hughes property in exchange for US$400,000 in cash and US$400,000 in share payments payable in semi-annual instalments over a five-year period. There is an additional obligation to incur $1,500,000 of expenditures over the same five-year period ending March 8, 2025, which has been fulfilled. The property is subject to a 1% net smelter royalty which may be reduced to 0.5% for additional payments of US$4,000,000.

During the year ended August 31, 2022, the Company completed all remaining option payments to the vendor to earn a 100% interest in the property, subject to the 1% net smelter royalty.

Mogollon Property

On August 24, 2020 the Company signed a definitive agreement with Allegiant Gold Ltd. (“Allegiant”) to earn up to a 100% interest in the Mogollon silver-gold property. The Company may earn up to a 100% interest in two phases:

	●	Phase I is an option to earn a 75% interest over three years for staged payments totaling US$350,000 in cash, US$1,450,000 of value in shares, and a final payment of US$1,000,000 which may be paid in cash or shares, at the election of the Company. Phase I also includes a US$3,000,000 work commitment on the property. During the year ended August 31, 2023, the Company completed the obligations of Phase I of the earn-in agreement.
	●	After the 75% earn in, the Company can elect to either form a 75/25 joint venture with Allegiant or purchase the remaining 25% interest for US$3,000,000 in cash or shares. On November 1, 2023, the Company issued 8,912,884 shares with a fair value of $4,077,300 (US$3,000,000) to Allegiant (Note 6).

As of May 31, 2025, the Company had completed all remaining option payments to the vendor to earn a 100% interest in the property.

7

SUMMA SILVER CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended May 31, 2025

(Expressed in Canadian Dollars - unaudited)

4.	EXPLORATION AND EVALUATION ASSETS (continued)

Additionally, the Company has mining lease agreements on the Mogollon property with certain lessors, which were renegotiated on September 20, 2021. The payment terms of the mining lease agreements are as follows:

	●	$82,240 (US$63,042) on signing of the amended agreement (paid);
	●	An additional USD$99,067 on or before the 12-month anniversary, and each successive anniversary thereafter. Of the annual payments, as much as 75% may be paid in shares at least six months prior to the anniversary date, at the option of the Company. During the year ended August 31, 2024, the Company made cash payments to these lessors of $91,650 (US$67,771). During the nine months ended May 31, 2025, the Company had made cash payments to these lessors of $130,059 (US$88,565).

The Company has an additional lease agreement on the Mogollon property which was initially negotiated on April 9, 2019. Pursuant to this lease, the Company owes an annual base payment of USD$10,000, which is adjusted to an amount equal to the change in the Production Price Index for industrial commodities as published by the United State Bureau of Labour Statistics on each anniversary. During the year ended August 31, 2024, the Company paid $20,569 (US$15,093) and issued 105,991 common shares with a fair value of $36,550. During the nine months ended May 31, 2025, the Company issued 112,324 common shares with a fair value of $39,493 (Note 6).

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

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

	●	$128,884 (US$100,000) on signing of the option agreement (paid);
	●	An additional $199,320 (US$150,000) on or before the 12-month anniversary (paid during the year ended August 31, 2023);
	●	An additional $207,285 (US$150,000) on or before the 24-month anniversary (paid during the year ended August 31, 2024);
	●	An additional $209,160 (USD$150,000) on or before the 36-month anniversary (paid during the nine months ended May 31, 2025); and
	●	An additional USD$150,000 on or before the 48-month anniversary.

After completion of the payments with respect to the Eberle Mine, the Company will not be subject to any underlying royalties or other encumbrances.

Staked Properties

During the nine months ended May 31, 2025, the Company staked new properties in Nevada for a total cost of $77,101.

As at May 31, 2025, the Company had long-term prepaid expenses of $44,026 (August 31, 2024 - $43,172) which relate to a bond payment.

5.	ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

At May 31, 2025 and August 31, 2024, the Company’s accounts payable and accrued liabilities are comprised of the following:

	May 31, 2025		August 31, 2024
Accounts payable (Note 8)	$	137,056	$	26,892
Accrued liabilities (Note 8)		186,151		77,107
Total	$	323,207	$	103,909

8

SUMMA SILVER CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended May 31, 2025

(Expressed in Canadian Dollars - unaudited)

6.	SHARE CAPITAL

a)

Authorized

Unlimited number of common shares without par value.

b)

Issued

For the nine months ended May 31, 2025:

As at May 31, 2025, the Company had 122,277,899 (August 31, 2024 – 104,867,575) common shares issued and outstanding.

During the nine months ended May 31, 2025, the Company sold 890,500 common shares at a weighted average sale price of $0.40 for gross proceeds of $357,171 pursuant to its at-the-market equity distribution program. Share issuance costs of $32,476 were incurred in relation to the issuance.

On November 1, 2024, the Company completed a brokered private placement of 16,207,500 units at a price of $0.40 per unit for aggregate gross proceeds of $6,483,000. Each unit is comprised of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant shall be exercisable to acquire one common share at a price of $0.55 per common share until November 1, 2026. The warrants were ascribed a fair value of $324,150 under the residual method.

In connection with the private placement, the Company paid the agents a cash commission of $399,525 and issued 998,813 broker warrants with a fair value of $135,554. In addition, the agents received an advisory fee of $20,340, 45,000 advisory broker warrants with a fair value of $6,107 and incurred other share issuance costs of $81,054. The Company additionally paid a cash fee of $69,062 and granted and additional 172,655 broker warrants with a fair value of $23,432 to an eligible arm’s length finder. The broker warrants are exercisable to acquire one common share at a price of $0.40 per common share at any time on or before November 1, 2026. The Company also incurred other share issuance costs of $205,288.

On February 12, 2025, 200,000 options were exercised into common shares for gross proceeds of $47,981.

On March 20, 2025, the Company issued 112,324 common shares with a fair value of $39,493 pursuant to the amended mining lease agreements on the Mogollon Property (Note 4).

Subsequent to May 31, 2025, the Company completed a brokered offering of subscription receipts for aggregate gross proceeds of $6,900,00 (Note 12). The Company incurred share issuance costs of $40,530 during the quarter ended May 31, 2025, in connection with this offering.

For the nine months ended May 31, 2024:

During the nine months ended May 31, 2024, the Company issued 125,000 common shares in connection with the exercise of stock options, for gross proceeds of $83,750.

On November 1, 2023, the Company issued 8,912,884 common shares with a fair value of $4,077,300 in connection with the mining lease agreements on the Mogollon property (Note 4). Share issuance costs of $1,500 were incurred in relation to the issuance.

On March 20, 2024, the Company issued 105,991 common shares with a fair value of $36,550 pursuant to the amended mining lease agreements on the Mogollon Property (Note 4).

7.	OPTIONS AND WARRANTS

a)

Options

The Black-Scholes Option Pricing Model inputs for options granted during the nine months ended May 31, 2025 and 2024, are as follows:

Grant Date

Expiry Date

Exercise Price

Risk-Free Interest

Rate

Expected Life

Volatility Factor

Dividend Yield

Fair Value

January 24, 2025

January
24, 2030

$

0.40

2.98

%

5 years

92

%

0

$

0.26

December 6, 2023

December 6, 2028

$

0.62

3.40

%

5 years

97

%

0

$

0.41

9

SUMMA SILVER CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended May 31, 2025

(Expressed in Canadian Dollars - unaudited)

7.	OPTIONS AND WARRANTS (continued)

Total stock-based compensation recognized during the three and nine months ended May 31, 2025 was $326,244 and $613,406, respectively (2024 - $17,979 and $609,866, respectively) for options that vested.

The Company has a stock option plan whereby a maximum of 10% of the issued and outstanding common shares of the Company may be reserved for issuance pursuant to the exercise of stock options. The terms of the options granted are fixed by the Board of Directors and are not to exceed ten years. The exercise price of options are determined by the Board of Directors but shall not be less than the closing price of the Company’s common shares on the day preceding the option grant date, less any discount permitted by the Exchange. Options granted under the plan may vest immediately on grant, or over a period as determined by the Board of Directors or, in respect of options granted for investor relations services, as prescribed by Exchange policy.

A continuity schedule of the Company’s outstanding stock options for the nine months ended May 31, 2025 and 2024 are as follows:

	May 31, 2025					May 31, 2024
	Number outstanding			Weighted average exercise price		Number outstanding			Weighted average exercise price
Outstanding, beginning of period		9,847,500		$	0.80		7,957,500		$	0.86
Granted		2,400,000			0.40		2,305,000			0.62
Exercised		(200,000	)		0.25		(125,000	)		0.67
Forfeited and expired		(1,800,000	)		0.30		(290,000	)		1.00
Outstanding, end of period		10,247,500		$	0.81		9,847,500		$	0.80
Exercisable, end of period		7,420,000		$	0.93		8,118,750		$	0.66

During the nine months ended May 31, 2025, 125,000 stock options were forfeited and 1,675,000 stock options expired. The forfeited options had a fair value of $36,830 which was reversed through stock-based compensation expense, while the expired options had a fair value of $135,825 which was reclassified to deficit (2024 - $154,529).

At May 31, 2025, the Company had outstanding stock options exercisable to acquire common shares of the Company as follows:

Expiry date	Options outstanding		Exercise Price		Remaining contractual life (in years)
June 9, 2025		300,000	$	0.50		0.02
June 30, 2025		100,000	$	0.92		0.08
October 13, 2025		2,035,000	$	1.41		0.37
March 25, 2026		200,000	$	1.09		0.82
January 7, 2027		1,352,500	$	0.94		1.61
June 14, 2027		200,000	$	0.74		2.04
February 1, 2028		1,605,000	$	0.80		2.67
December 6, 2028		2,055,000	$	0.62		3.52
January 24, 2025		2,400,000	$	0.40		4.65

b)

Warrants

As of May 31, 2025, the Company had 16,504,598 (August 31, 2024 – 14,350,158) warrants outstanding.

The fair value of the broker warrants issued during the nine months ended May 31, 2025 was estimated at the date of issuance using the Black-Scholes Option Pricing Model using the following assumptions:

Grant Date

Expiry Date

Exercise Price

Risk-Free Interest

Rate

Expected Life

Volatility Factor

Dividend Yield

Fair Value

November 1, 2024

November 1, 2026

$

0.40

3.09

%

2 years

72

%

0

$

0.14

10

SUMMA SILVER CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended May 31, 2025

(Expressed in Canadian Dollars - unaudited)

7.	OPTIONS AND WARRANTS (continued)

A continuity schedule of the Company’s outstanding common share purchase warrants for the nine months ended May 31, 2025 and 2024 are as follows:

	May 31, 2025					May 31, 2024
	Number outstanding			Weighted average exercise price		Number outstanding			Weighted average exercise price
Outstanding, beginning of period		14,350,158		$	1.16		19,434,158		$	1.32
Issued		9,320,218			0.53		-			-
Expired		(7,165,778	)		1.17		(5,084,000	)		1.75
Outstanding, end of period		16,504,598		$	0.80		14,350,158		$	1.16

The expired warrants during the nine months ended May 31, 2025, had a fair value of $453,648 which was reclassified to deficit during the period (2024 - $Nil).

At May 31, 2025, the Company had outstanding common share purchase warrants exercisable to acquire common shares of the Company as follows:

Expiry Date	Warrants outstanding		Exercise Price		Remaining contractual life (in years)
December 29, 2025		6,445,187	$	1.20		0.58
December 29, 2025		773,423	$	0.80		0.58
November 1, 2026		8,103,750	$	0.55		1.48
November 1, 2026		1,182,238	$	0.40		1.48

8.	RELATED PARTY TRANSACTIONS

The Company’s related parties consist of its key management personnel, including its directors and officers.

During the normal course of business, the Company enters into transactions with its related parties that are considered to be arm’s length transactions and made at normal market prices and on normal commercial terms.

(a)

Key management compensation for the three and nine months ended May 31, 2025 and 2024 was as follows:

	For the Three Months Ended				For the Nine Months Ended
	May 31, 2025		May 31, 2024		May 31, 2025		May 31, 2024
Consulting fees	$	73,931	$	73,931	$	321,794	$	336,794
Stock-based compensation	$	189,357	$	145,047	$	390,416	$	371,006
Fees capitalized in E&E assets	$	49,565	$	74,208	$	252,813	$	293,565

(b)

As at May 31, 2025, the Company had $10,687 (August 31, 2024 - $5,319) owing to related parties, which is included in accounts payable and accrued liabilities (Note 5).

11

SUMMA SILVER CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended May 31, 2025

(Expressed in Canadian Dollars - unaudited)

9.	FINANCIAL INSTRUMENTS

a)

Categories of financial instruments and fair value measurements

The Company’s financial assets and liabilities are classified as follows:

	May 31, 2025		August 31, 2024
Financial assets:
Fair value through profit or loss
Cash and cash equivalents	$	818,010	$	587,106

At amortized cost
Receivables	$	23,251	$	13,203
Loan receivable	$	-	$	341,596
Financial liabilities:
At amortized cost
Accounts payable	$	137,056	$	26,892

The amount of accounts payable includes amounts due to related parties (Note 8).

The fair values of the Company’s cash and cash equivalents, receivable, loan receivable and accounts payable approximate their carrying amounts due to the short-term nature of these instruments.

b)

Management of financial risks

The Company’s financial instruments expose the Company to certain financial risks, including credit risk, liquidity risk, interest rate risk and foreign currency risk.

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. At May 31, 2025, the Company was exposed to credit risk on its cash and receivables.

The Company’s cash is held with a high credit quality financial institution in Canada and as at May 31, 2025, management considers its exposure to credit risk on its cash to be low. The Company’s receivables consists of GST receivable from the Government of Canada and as such the risk is assessed as low.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. The Company manages liquidity risk by maintaining adequate cash and managing its capital and expenditures. At May 31, 2025, the Company had cash and cash equivalents of $818,010 (August 31, 2024 - $587,106) and accounts payable and accrued liabilities of $323,207 (August 31, 2024 - $103,909) with contractual maturities of less than one year. The Company assessed its liquidity risk as moderate as at May 31, 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’s financial assets and financial liabilities are not exposed to interest rate risk due to their short-term nature and maturity. The Company is not exposed to interest rate risk at May 31, 2025.

12

SUMMA SILVER CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended May 31, 2025

(Expressed in Canadian Dollars - unaudited)

9.	FINANCIAL INSTRUMENTS (continued)

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign currency risk to the extent that it has monetary assets and liabilities denominated in foreign currencies. As at May 31, 2025, the Company is exposed to foreign currency risk as it has cash, prepaid expenses, and accounts payable denominated in US Dollars, as follows:

	May 31, 2025			August 31, 2024
Cash	$	543,883		$	170,113
Prepaid expenses		32,000			32,000
Loan receivable		-			250,000
Accounts payable		(70,195	)		(2,306	)
Net exposure	$	505,688		$	449,807
Canadian dollar equivalent	$	695,725		$	606,835

As of May 31, 2025, a 5% change in the exchange rate between US dollars and Canadian dollars would impact the Company’s net assets by $34,786 (August 31, 2024 - $30,342). The Company assessed its foreign currency risk as moderate as of May 31, 2025.

10.

SEGMENTED INFORMATION

The Company is organized into business units based on exploration and evaluation assets and has four reportable operating segments, being that of acquisition and exploration and evaluation activities at the Hughes property in Nevada, the Mogollon property in New Mexico, other staked properties, and its corporate headquarters located in Canada. The Company is in the exploration stage and has no reportable segment revenues or operating results. The Company’s total assets are segmented geographically as follows:

	Hughes Property		Mogollan Property		Staked Properties		Corporate		Total
As at August 31, 2024
Current assets	$	27,678	$	-	$	-	$	1,340,781	$	1,368,459
Restricted cash		-		-		-		214,102		214,102
Prepaid expenses – long term		-		43,172		-		-		43,172
Exploration and evaluation assets		23,177,393		19,046,399		-		-		42,223,792
	$	23,205,071	$	19,089,571	$	-	$	1,554,883	$	43,849,525

As at May 31, 2025
Current assets	$	46,639	$	-	$	-	$	932,477	$	979,116
Restricted cash		-		-		-		218,339		218,339
Prepaid expenses – long term		-		44,026		-		-		44,026
Exploration and evaluation assets		27,095,981		19,974,501		83,101		-		47,153,583
	$	27,142,620	$	20,018,527	$	83,101	$	1,150,816	$	48,395,064

11.

MANAGEMENT OF CAPITAL

The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to continue its business and maintain a flexible capital structure, which optimizes the costs of capital at an acceptable risk. The Company’s capital includes the components of its shareholders’ equity.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its underlying assets. To maintain or adjust its capital structure, the Company may issue new shares, issue new debt, acquire or dispose of assets, or adjust the amount of cash. In order to preserve cash, the Company does not pay any dividends.

13

SUMMA SILVER CORP.

Notes to the Condensed Consolidated Interim Financial Statements

For the nine months ended May 31, 2025

(Expressed in Canadian Dollars - unaudited)

11.

MANAGEMENT OF CAPITAL (continued)

The Company is not subject to any externally imposed capital requirements. The Company did not change their capital management approach during the nine months ended May 31, 2025. The Company’s ability to continue its operations is dependent on its success in raising equity through share issuances, suitable debt and/or other financing arrangements.

12.

SUBSEQUENT EVENTS

On May 13, 2025, the Company announced that it had entered into a definitive arrangement agreement with Silver47 Exploration Corp. (“Silver47”) for a merger, pursuant to which Silver47 and the Company will combine (the “Transaction”) by way of a court-approved plan of arrangement.

Under the terms of the Transaction, Summa shareholders will receive 0.452 common shares of Silver47 in exchange for each Summa common share (the “Exchange Ratio”).

The Transaction is subject to approval of the TSX Venture Exchange and the satisfaction of certain other customary closing conditions.

On June 17, 2025, the Company and Silver47 announced the closing of a brokered offering of subscription receipts of Summa at a price of $0.25 per subscription receipt for aggregate gross proceeds of $6,900,000. The offering was completed in connection with Silver47 and the Company completing the Transaction, as discussed above. Each subscription receipt will entitle the holder, without payment of any additional consideration and without further action on the part of the holder, upon the satisfaction of certain escrow release conditions to receive one unit of Summa (a “Unit”). Each Unit will consist of one common share of Summa and one-half of one common share purchase warrant (each whole warrant, a “Summa Warrant”). Following the completion of the Transaction, each Summa Warrant will entitle the holder to purchase one common share of Silver47 Share (a “Warrant Share”) at a post-Exchange Ratio adjustment exercise price of $0.7964 per Warrant Share until the date that is 24 months following the satisfaction or waiver of the escrow release conditions.

In connection with the offering, Summa paid to the agents a cash commission of $369,150 and issued to the agents 1,476,000 broker warrants. In addition, the agents received an advisory fee of $37,000 plus tax and 148,000 advisory broker warrants on the same terms as the broker warrants. Each broker warrant entitles the holder to acquire following closing of the Transaction one Silver47 Share at a post-Exchange ratio adjustment exercise price of $0.5531 per Silver47 Share for a period of 24 months following the waiver of the Escrow Release Conditions.

14

Exhibit 99.5

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information (“Unaudited Pro Forma Financial Information”) has been prepared based on the historical audited and unaudited consolidated financial statements of Bunker Hill Mining Corp. (“Bunker Hill” or the “Company”), the historical audited and unaudited consolidated financial statements of Silver47 Exploration Corp. (“Silver47”), and the historical unaudited pro forma condensed combined statements of loss of Silver47 adjusted for the acquisition by Silver47 of Summa Silver Corp. (“Summa”) (as described in Note 7), in each case, as indicated below, and is intended to provide information about how the Transaction (as defined and described in Note 1) might have affected Bunker Hill’s historical financial statements.

The unaudited pro forma condensed combined statements of loss for the year ended December 31, 2025 combines the historical audited consolidated statements of loss of Bunker Hill for the year ended December 31, 2025, with the historical unaudited consolidated statements of loss of Silver47 adjusted for Summa (as described in Note 7) for the corresponding period as if the Transaction had occurred on the first day of Bunker Hill’s fiscal year 2025, being January 1, 2025.

The unaudited pro forma condensed combined statements of income (loss) for the six months ended June 30, 2026 combines the historical unaudited condensed interim consolidated statements of income of Bunker Hill for the six months ended June 30, 2026 with the historical unaudited condensed interim consolidated statements of loss of Silver47 for the six months ended April 30, 2026 as if the Transaction had occurred on the first day of Bunker Hill’s fiscal year 2026, being January 1, 2026.

The unaudited pro forma condensed combined balance sheet as of June 30, 2026 combines the historical unaudited condensed interim consolidated balance sheets of Bunker Hill as of June 30, 2026 and the historical unaudited condensed interim consolidated statements of financial position of Silver47 as of April 30, 2026, as if the Transaction had occurred on June 30, 2026.

The Unaudited Pro Forma Financial Information has been prepared based on and should be read in conjunction with the following:

	●	the accompanying notes to the Unaudited Pro Forma Financial Information;

	●	the historical audited consolidated financial statements of Bunker Hill for the year ended December 31, 2025, included in Bunker Hill’s annual report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 6, 2026 and on SEDAR+ on March 16, 2026;

	●	the historical unaudited condensed consolidated financial statements of Bunker Hill for the three and six months ended June 30, 2026, included in Bunker Hill’s quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC and on SEDAR+ on July 31, 2026;

	●	the historical audited consolidated financial statements of Silver47 for the year ended July 31, 2025, included in Bunker Hill’s current report on Form 8-K filed with the SEC and on Silver47’s SEDAR+ on November 28, 2025;

	●	the historical unaudited consolidated financial statements of Silver47 for the three and nine months period ended April 30, 2026, included in Bunker Hill’s current report on Form 8-K filed with the SEC and on Silver47’s SEDAR+ on June 29, 2026;

	●	the historical audited consolidated financial statements of Summa for the year ended August 31, 2024, included in Bunker Hill’s current report on Form 8-K filed with the SEC and on Summa’s SEDAR+ on December 20, 2024;

	●	the historical unaudited consolidated financial statements of Summa for the three and nine months ended May 31, 2025, included in Bunker Hill’s current report on Form 8-K filed with the SEC and on Summa’s SEDAR+ on July 30, 2025; and

	●	other information relating to Bunker Hill and Silver47 contained in or incorporated by reference into this document.

The Unaudited Pro Forma Financial Information is presented using the asset acquisition method of accounting, as further described in Note 1, with Bunker Hill as the acquirer of Silver47. Under the asset acquisition method of accounting, the purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed of Silver47 based on their respective fair market values on the acquisition date.

The Unaudited Pro Forma Financial Information is presented for informational purposes only. The information has been prepared in accordance with Article 11 of Regulation S-X of the SEC as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using the assumptions set forth in the notes to the Unaudited Pro Forma Financial Information. The information has been adjusted to include estimated Transaction accounting adjustments, which reflect the application of the accounting required by accounting principles generally accepted in the U.S. (“U.S. GAAP”).

The Unaudited Pro Forma Financial Information is not necessarily indicative of the financial position and results of operations that actually would have been achieved had the Transaction occurred as of the dates indicated herein, nor does it purport to project the future financial position and operating results of the Combined Company, defined herein. The Unaudited Pro Forma Financial Information also does not reflect the costs of any integration activities or cost savings or synergies expected to be achieved as a result of the Transaction and, accordingly, does not attempt to predict or suggest future results.

Bunker Hill Mining Corp.

Unaudited Pro Forma Condensed Combined Balance Sheet

(Expressed in U.S. Dollars)

As at June 30, 2026

	Historical Bunker Hill As of June 30, 2026			Reclassified Historical Silver47 As of April 30, 2026 (Note 5)			Transaction Accounting Adjustments (Note 6)			Note		Pro Forma Combined
ASSETS

Current assets
Cash	$	6,657,131		$	35,966,010		$	-				$	42,623,141
Restricted cash		2,975,000			-			-					2,975,000
Accounts receivable and prepaid expenses		629,351			2,382,434			-					3,011,785
Inventory		939,688			-			-					939,688
Total current assets		11,201,170			38,348,444			-					49,549,614

Non-current assets
Long term restricted cash		-			158,700			-					158,700
Long term deposit		1,406,480			-			-					1,406,480
Right-of-use asset		3,098,501			-			-					3,098,501
Land		3,249,488			-			-					3,249,488
Plant and equipment		124,881,165			120,631			-					125,001,796
Mineral properties and rights		30,681,446			-			-					30,681,446
Exploration and evaluation assets		-			54,899,046			80,206,740			6(a), 6(b)		135,105,786
Total assets	$	174,518,250		$	93,526,821		$	80,206,740				$	348,251,811

DEFICIENCY AND LIABILITIES

Current liabilities
Accounts payable	$	7,990,188		$	1,208,751		$	-				$	9,198,939
Accrued liabilities		2,848,329			-			5,500,000			6(b)		8,348,329
Current portion of lease liability		601,924			-			-					601,924
Deferred share units liability		811,377			-			-					811,377
Share-based payment liabilities		-			79,517			(79,517	)		6(c)		-
Environment protection agency cost recovery payable		6,000,000			-			-					6,000,000
Current portion of Silver Loan		1,624,625			-			-					1,624,625
Interest payable		1,780,416			-			-					1,780,416
Current income tax payable		1,330,143			-			-					1,330,143
Total current liabilities		22,987,002			1,288,268			5,420,483					29,695,753

Non-current liabilities
Lease liability		1,430,684			-			-					1,430,684
Series 1 convertible debenture		4,560,273			-			-					4,560,273
Series 2 convertible debenture		9,522,815			-			-					9,522,815
Series 3 convertible debenture		2,518,765			-			-					2,518,765
Silver Loan		69,989,396			-			-					69,989,396
Sprott Debt Facility		14,840,344			-			-					14,840,344
Environment protection agency cost recovery liability, net of discount		5,023,426			-			-					5,023,426
Derivative warrant liability		32,622,414			-			17,701,085			6(d)		50,323,499
Total liabilities		163,495,119			1,288,268			23,121,568					187,904,955

Shareholders’ equity
Preferred shares⁽¹⁾		-			-			-					-
Common stock⁽²⁾		1,551			-			141			6(e)		1,692
Additional paid-in-capital		175,636,872			120,960,685			27,862,899			6(e)		324,460,456
Accumulated other comprehensive income (loss)		569,488			(484,088	)		484,088			6(e)		569,488
Accumulated deficit		(165,184,780	)		(28,238,044	)		28,738,044			6(e)		(164,684,780	)
Total shareholders’ equity		11,023,131			92,238,553			57,085,172					160,346,856
Total shareholders’ equity and liabilities	$	174,518,250		$	93,526,821		$	80,206,740				$	348,251,811

(1)

Bunker Hill’s shares of preferred stock have $0.000001 par value, 285,715 shares of preferred stock authorized; nil shares of preferred stock issued and outstanding as of June 30, 2026. Silver47 has nil preferred shares authorized.

(2)

Bunker Hill’s shares of common stock have $0.000001 par value, 100,000,000 shares of common stock authorized; 46,685,293 shares of common stock issued and outstanding as of June 30, 2026. Silver47’s common shares have no par value, unlimited number of common shares authorized; 208,658,355 common shares issued and outstanding as of April 30, 2026.

See accompanying notes to Unaudited Pro Forma Combined Financial Information.

Bunker Hill Mining Corp.

Unaudited Pro Forma Condensed Combined Statements of Income (Loss)

(Expressed in U.S. Dollars, except for shares and per share amounts)

For the Six Months Ended June 30, 2026

	Historical Bunker Hill For the Six Months Ended June 30, 2026			Reclassified Historical Silver47 for the Six Months Ended April 30, 2026 (Note 5)			Transaction Accounting Adjustments (Note 6)		Note	Pro Forma Combined

Operating expenses	$	(8,403,331	)	$	(8,950,448	)	$	500,000	6(b)	$	(16,853,779	)

Other items
Interest income		265,257			333,720			-			598,977
Change in derivative liability		43,580,366			-			-			43,580,366
Gain on fair value of silver loan		6,213,354			-			-			6,213,354
Interest expense		(2,125,144	)		-			-			(2,125,144	)
Financing costs		(725,795	)		-			-			(725,795	)
Gain on debt settlement		9,800			-			-			9,800
Loss on debt settlement		(29,149	)		-			-			(29,149	)
Loss on foreign exchange		(91,259	)		(9,674	)		-			(100,933	)
Income (loss) for the period pre tax	$	38,694,099		$	(8,626,402	)	$	500,000		$	30,567,697
Current tax expense		(380,143	)		-			-			(380,143	)
Income (loss) for the period	$	38,313,956		$	(8,626,402	)	$	500,000		$	30,187,554

Net income per common share – basic	$	0.87							6(f)	$	0.38
Net income per common share – fully diluted	$	0.81							6(f)	$	0.37

Weighted average common shares – basic		44,228,069							6(f)		80,398,454
Weighted average common shares – fully diluted		49,456,551							6(f)		85,225,947

See accompanying notes to Unaudited Pro Forma Combined Financial Information.

Bunker Hill Mining Corp.

Unaudited Pro Forma Condensed Combined Statements of Loss

(Expressed in U.S. Dollars, except for shares and per share amounts)

For the Year Ended December 31, 2025

	Historical			Reclassified Historical Silver47 Adjusted for Summa			Transaction Accounting Adjustments			Pro Forma
	Bunker Hill			(Note 5)			(Note 6)		Note	Combined

Operating expenses	$	(13,595,412	)	$	(22,063,229	)	$	-		$	(35,658,641	)

Other items
Interest income		363,818			252,773			-			616,591
Change in derivative liability		(42,593,254	)		-			-			(42,593,254	)
Gain on fair value of debentures		1,002,763			-			-			1,002,763
Loss on fair value of silver loan		(49,386,219	)		-			-			(49,386,219	)
Interest expense		(7,383,987	)		-			-			(7,383,987	)
Financing costs		(3,414,423	)		-			-			(3,414,423	)
Gain on revaluation of stream debenture		4,149,606			-			-			4,149,606
Gain on debt modification		468,878			-			-			468,878
Gain on debt settlement		29,791,130			-			-			29,791,130
Loss on debt modification		(2,155,718	)		-			-			(2,155,718	)
Loss on debt settlement		(3,449,557	)		-			-			(3,449,557	)
Loss on issuance of warrants		(6,469,023	)		-			-			(6,469,023	)
Loss on sale of equipment		(40,000	)		-			-			(40,000	)
Loss on foreign exchange		(171,862	)		(82,188	)		-			(254,050	)
Other income		-			46,354			-			46,354
Bad debt expense		(248,755	)		-			-			(248,755	)
Loss for the year pre tax	$	(93,132,015	)	$	(21,846,290	)	$	-		$	(114,978,305	)
Current tax expense		-			-			-			-
Loss for the year	$	(93,132,015	)	$	(21,846,290	)	$	-		$	(114,978,305	)

Net loss per common share – basic	$	(4.09	)						6(f)	$	(1.95	)
Net loss per common share – fully diluted	$	(4.09	)						6(f)	$	(1.95	)

Weighted average common shares – basic		22,747,234							6(f)		58,917,619
Weighted average common shares – fully diluted		22,747,234							6(f)		58,917,619

See accompanying notes to Unaudited Pro Forma Combined Financial Information.

Notes to Unaudited Pro Forma Combined Financial Information

(Expressed in U.S. Dollars)

1. Description of the Transaction

On August 20, 2026, the Company entered into an arrangement agreement (the “Arrangement Agreement”), whereby the Company agreed to acquire all of the issued and outstanding shares of Silver47 by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the “Transaction”). Under the terms of the Arrangement Agreement, Silver47 shareholders will receive 0.1724 shares of Bunker Hill common stock for each Silver47 common share (the “Exchange Ratio”) held immediately prior to the effective time of the Transaction. Following the closing of the Transaction, it is anticipated that the combined company (the “Combined Company”) will seek a name change to “Bunker Hill Silver Corp.” and remain listed on the Toronto Stock Exchange. It is also expected that Bunker Hill will apply to delist the Silver47 shares from the TSX Venture Exchange, the Frankfurt Stock Exchange and the OTCQX promptly following completion of the Transaction.

2. Basis of Presentation

The Unaudited Pro Forma Combined Financial Information has been prepared in accordance with Article 11 of Regulation S-X, as amended by Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using the assumptions set forth in these notes.

The accompanying Unaudited Pro Forma Combined Financial Information presents the unaudited pro forma condensed combined statements of loss for the year ended December 31, 2025 of Bunker Hill giving effect to the acquisition of Silver47 as if it occurred on January 1, 2025, the unaudited pro forma condensed combined statements of income (loss) for the six months ended June 30, 2026 of Bunker Hill giving effect to the acquisition of Silver47 as if it occurred on January 1, 2026 and the unaudited pro forma combined balance sheet as at June 30, 2026 of Bunker Hill giving effect to the acquisition of Silver47 as if it occurred on June 30, 2026.

Bunker Hill and Silver47 prepare their consolidated financial statements with a fiscal year end of December 31 and July 31, respectively. In accordance with applicable SEC rules, if the fiscal year end of an acquired entity differs from the acquirer’s fiscal year end by more than 93 days, the acquired entity’s income statement must be brought up within 93 days of the acquirer’s fiscal year end. The Unaudited Pro Forma Combined Financial Information was prepared in accordance with the 93 day interval threshold as explained below, with adjustments made to the historical financial information of Silver47 to align the reporting periods with Bunker Hill’s fiscal year end, where applicable.

The unaudited pro forma condensed combined balance sheet as at June 30, 2026 was prepared using:

	●	the historical unaudited condensed interim consolidated balance sheets of Bunker Hill for the period ended June 30, 2026, as included in Bunker Hill’s quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2026 filed with the SEC and SEDAR+ on July 31, 2026; and

	●	the historical unaudited condensed interim consolidated statements of financial position of Silver47 for the period ended April 30, 2026. The two month difference between respective period ends is within the 93 day permitted interval.

The unaudited pro forma condensed combined statements of income (loss) for the six months ended June 30, 2026 was prepared using:

	●	the historical unaudited condensed interim consolidated statements of income of Bunker Hill for the six months ended June 30, 2026, as included in Bunker Hill’s quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2026 filed with the SEC and SEDAR+ on July 31, 2026; and

	●	the historical financial information of Silver47 for the six month period ended April 30, 2026, derived from Silver47’s unaudited consolidated financial statements for the nine months ended April 30, 2026, less the unaudited consolidated financial statements for the three months ended October 31, 2025. The two month difference between respective period ends is within the 93 day permitted interval.

The unaudited pro forma condensed combined statements of loss for the year ended December 31, 2025 was prepared using:

	●	the historical audited consolidated statements of loss of Bunker Hill for the year ended December 31, 2025, as included in Bunker Hill’s annual report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 6, 2026 and SEDAR+ on March 16, 2026; and
	●	the historical financial information of Silver47 adjusted for Summa (as described in Note 7) for the twelve-month period ended December 31, 2025, derived from Silver47’s audited consolidated financial statements for the year ended July 31, 2025 and subsequent unaudited interim financial information, with adjustments to conform the reporting period to Bunker Hill’s December 31 fiscal year end.

The above constructed unaudited pro forma condensed combined statements of loss for the year ended December 31, 2025 of Silver47 was prepared for the purpose of preparing the Unaudited Pro Forma Combined Financial Information and does not conform with the audited consolidated financial statements for the year ended July 31, 2025 of Silver47.

The historical unaudited consolidated financial statements of Bunker Hill are prepared in accordance with U.S. GAAP and are reported in U.S. dollars (“$” or “USD”). The historical unaudited consolidated financial statements of Silver47 and Summa are prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS”) and are reported in Canadian dollars (“C$” or “CAD”).

The Transaction will be accounted for using the asset acquisition method of accounting, as prescribed in Accounting Standards Codification (“ASC”) 805, Business Combinations, (“ASC 805”), under U.S. GAAP, which requires an allocation of the purchase price to the assets acquired and liabilities assumed, based on their fair values as of the date of the Transaction. As of the date of this filing, Bunker Hill has not completed the detailed valuation study necessary to arrive at the required final estimates of the fair value of Silver47’s assets acquired and liabilities assumed and the related allocations of purchase price.

Silver47’s historical financial information has been translated into USD for the purposes of the Unaudited Pro Forma Financial Information to align Silver47’s presentation currency to Bunker Hill’s presentation currency. Assets and liabilities have been translated into USD using the applicable exchange rate as of the balance sheet date. Revenues and expenses have been translated using the average exchange rates for the periods presented.

At the date of this filing, management is not aware of any material differences and therefore no adjustments have been made to reflect Silver47’s historical audited consolidated financial statements on a U.S. GAAP basis for purposes of the Unaudited Pro Forma Financial Information and to align Silver47’s historical significant accounting policies under IFRS to Bunker Hill’s significant accounting policies under U.S. GAAP. As of the date of this filing, Bunker Hill has not identified all adjustments necessary to convert Silver47’s historical audited financial statements prepared in accordance with IFRS to U.S. GAAP and to conform Silver47’s accounting policies to Bunker Hill’s accounting policies.

A final determination of the fair value of Silver47’s assets and liabilities, including property and equipment, and exploration and evaluation assets, will be based on the actual property and equipment, and exploration and evaluation assets of Silver47 that exist as of the closing date of the Transaction and therefore cannot be made prior to the consummation of the Transaction. Bunker Hill has estimated the fair value of Silver47 assets and liabilities based on discussions with Silver47’s management, preliminary valuation studies, due diligence and information presented in Silver47’s filings with the Canadian securities authorities. A final determination of fair value of Silver47’s assets and liabilities has not been finalized as of the date of filing. Any increases or decreases in the fair value of assets acquired and liabilities assumed upon completion of the final valuations will result in adjustments to the unaudited pro forma combined balance sheet and unaudited pro forma statements of income (loss). In addition, the value of the purchase consideration to be paid by Bunker Hill upon the consummation of the Transaction will be determined based on the closing price of Bunker Hill’s common stock on the Transaction date. The final purchase price allocation may be materially different than that reflected in the pro forma purchase price allocation presented herein.

The unaudited pro forma consolidated financial statements are presented for illustrative purposes only and do not necessarily reflect what the Combined Company’s financial condition would have been had the Transaction occurred on the date indicated. They also may not be useful in predicting the future financial condition and results of the operations of the Combined Company. The actual financial position and results of operations of Bunker Hill may differ significantly from the pro forma amounts reflected in the unaudited pro forma consolidated financial statements due to a variety of factors.

The unaudited pro forma information and adjustments are based upon current available information and certain assumptions that Bunker Hill believes are reasonable in the circumstances, as described in the notes to the unaudited pro forma consolidated financial statements. The actual adjustments to the consolidated financial statements of Bunker Hill in connection with the closing of the Transaction will depend on a number of factors, including, among others, the actual expenses of the Transaction and other additional information that becomes available after the date of this report. As a result, it is expected that actual adjustments will differ from the pro forma adjustments presented herein, and the differences may be material. The Unaudited Pro Forma Financial Information also does not reflect the costs of any integration activities or cost savings or synergies expected to be achieved as a result of the Agreement and, accordingly, do not attempt to predict or suggest future results.

Estimated Purchase Price

The total preliminary estimated purchase price consists of the following:

Share consideration
Bunker Hill common stock to be issued to Silver47 shareholders⁽¹⁾		36,139,353
Bunker Hill common stock to be issued for outstanding RSUs⁽²⁾		31,032
Total Bunker Hill common stock to be issued		36,170,385
Bunker Hill share price⁽³⁾	$	3.90
Preliminary share consideration			$	141,165,521
Fair value of Replacement Options⁽⁴⁾				7,658,204
Fair value of Replacement Warrants⁽⁵⁾				17,701,085
Transaction costs ⁽⁶⁾				6,000,000
Total Preliminary Purchase Consideration			$	172,524,810

(1)	Common shares of Silver47 in the amount of 209,625,021 issued and outstanding as of August 20, 2026, multiplied by the Exchange Ratio.
(2)	Restricted share units (“RSUs”) of Silver47 in the amount of 180,000 outstanding as of August 20, 2026, multiplied by the Exchange Ratio.
(3)	The Company’s share price of C$5.38 and foreign exchange rate of CAD/USD 0.7254 at the close of business on August 20, 2026 was used to estimate the preliminary share consideration. The final share consideration will be based on the actual closing price per share of the Company’s stock on the closing date of the Transaction, which could differ materially from the assumed common stock price used to estimate share consideration for the purpose of the Unaudited Pro Forma Financial Information. A hypothetical 20% change in the Company’s closing share price as of August 20, 2026, would have an approximate $37 million impact on the purchase price, which would result in $37 million additional or reduction in Exploration and evaluation assets.
(4)	Each Silver47 option outstanding immediately prior to the closing of the Transaction, whether vested or unvested, will be exchanged for an option (each a “Replacement Option”) to acquire shares of Bunker Hill common stock. The number of Bunker Hill shares of which each Replacement Option is exercisable was determined by multiplying the number of Silver47 shares subject to the Silver47 option immediately prior to the Transaction by the Exchange Ratio. The exercise price of the Replacement Options was determined by dividing the original exercise price of Silver47 options by the Exchange Ratio. The fair value of the Replacement Options was determined using the Black-Scholes option pricing model which used the assumptions of Bunker Hill share price of C$5.38, foreign exchange rate of CAD/USD 0.7254 at the close of business on August 20, 2026, a dividend yield of 0.0%, risk-free interest rate of 3.02%, expected life of 0.5 years to 8.8 years, and expected price volatility of 85.0%. The weighted average fair value of the Replacement Options was determined to be $2.44.
(5)	Each Silver47 warrant outstanding immediately prior to the closing of the Transaction, whether vested or unvested, will be exchanged for a warrant (each a “Replacement Warrant”) to acquire shares of Bunker Hill common stock. The number of Bunker Hill shares for which each Replacement Warrant is exercisable was determined by multiplying the number of Silver47 shares subject to the Silver47 warrant immediately prior to the Transaction by the Exchange Ratio. The exercise price of the Replacement Warrants was determined by dividing the original exercise price of Silver47 warrants by the Exchange Ratio. The fair value of the Replacement Warrants was determined using the Binomial model which used the assumptions of dividend yield of 0.0%, risk-free interest rate of 3.02%, expected life of 0.3 years to 2.5 years, and expected price volatility of 85%. The weighted average fair value of the Replacement Warrants was determined to be $1.51.
(6)	Represents expected costs to be incurred as part of the Transaction.

Preliminary Purchase Price Allocation

For the purposes of the Unaudited Pro Forma Financial Information, the table below summarizes the preliminary allocation of purchase price to the estimated fair value assets acquired and liabilities assumed of Silver47 as if the Transaction had occurred on June 30, 2026. The estimated fair value of the assets acquired and liabilities assumed of Silver47 are substantially the same as their respective carrying amounts as at April 30, 2026:

Cash and cash equivalents	$	35,966,010
Tax and other receivables		135,674
Prepaid expenses		2,246,760
Restricted cash		158,700
Property and equipment		120,631
Exploration and evaluation assets		135,105,786
Total assets	$	173,733,561

Accounts payable and accrued liabilities		1,208,751
Total liabilities	$	1,208,751
Total assets acquired and liabilities assumed, net	$	172,524,810

3. IFRS to U.S. GAAP Conversion and Accounting Policy Alignment Adjustments

IFRS differs in certain material respects from U.S. GAAP. Bunker Hill’s management performed a preliminary analysis of Silver47’s historical financial information to identify differences between IFRS and U.S. GAAP. There were no material differences identified on Silver47’s consolidated statements of financial position or Silver47’s consolidated statements of loss as presented in the Unaudited Pro Forma Financial Information. Therefore, no corresponding IFRS to U.S. GAAP adjustments are made to the Unaudited Pro Forma Financial Information as of June 30, 2026. In addition, no material adjustments have been made to align Silver47’s significant accounting policies under IFRS to Bunker Hill’s significant accounting policies under U.S. GAAP when there is no specific difference between IFRS and U.S. GAAP.

4. Foreign Currency Translation

Silver47’s historical financial information and pro forma adjustments have been translated from its reporting currency of CAD to be presented in Bunker Hill’s reporting currency of USD using the following exchange rates:

	CAD/USD
Unaudited pro forma condensed combined balance sheet – spot rate at April 30, 2026		0.7340
Unaudited pro forma condensed combined statements of income (loss) – average exchange rate for the six months ended April 30, 2026		0.7250
Unaudited pro forma condensed combined statements of loss – average exchange rate for the year ended December 31, 2025		0.7154

5. Silver47 Historical Financial Statements

Silver47’s historical audited consolidated financial statements, as described above, are presented under IFRS in CAD. No material adjustments have been made to align Silver47’s historical significant accounting policies under IFRS to Bunker Hill’s significant accounting policies under U.S. GAAP as discussed in Note 3. Further review may identify additional reclassifications that could have a material impact on the unaudited pro forma financial information of the combined group. In addition, Silver47’s historical financial information has been translated into USD to align Silver47’s presentation currency to Bunker Hill’s presentation currency as discussed in Note 4. The reclassified historical balances reflect certain reclassifications of Silver47’s consolidated statements of loss and consolidated statements of financial position categories to conform to Bunker Hill’s presentation in its consolidated balance sheets and consolidated statements of income. The reclassifications identified and presented in the unaudited pro forma financial information are based on discussions with Silver47’s management, due diligence and information presented in Silver47’s filings with Canadian securities authorities. As of the date of this filing, Bunker Hill is not aware of any additional reclassifications that would have a material impact on the Unaudited Pro Forma Financial Information that are not reflected in the pro forma adjustments.

Condensed Consolidated Statement of Financial Position

For the Period Ended as at April 30, 2026

	Historical Silver47 April 30, 2026 CAD			CAD/USD		Historical Silver47 April 30, 2026 USD
ASSETS

Current assets
Cash and cash equivalents	C$	49,000,014			0.7340	$	35,966,010
Tax and other receivables		184,842			0.7340		135,674
Prepaid expenses		3,060,981			0.7340		2,246,760
Total current assets		52,245,837					38,348,444

Non-current assets
Restricted cash		216,213			0.7340		158,700
Plant and equipment		164,348			0.7340		120,631
Exploration and evaluation assets		74,794,340			0.7340		54,899,046
Total assets	C$	127,420,738				$	93,526,821

Current liabilities
Accounts payable and accrued liabilities	C$	1,646,800			0.7340	$	1,208,751
Share-based payment liabilities		108,334			0.7340		79,517
Total liabilities		1,755,134					1,288,268

Equity
Share capital		145,086,538			0.7340		106,493,519
Contributed surplus		19,710,035			0.7340		14,467,166
Accumulated deficit		(38,471,449	)		0.7340		(28,238,044	)
Foreign currency translation reserve		(659,520	)		0.7340		(484,088	)
Total shareholders’ equity		125,665,604					92,238,553
Total shareholders’ equity and liabilities	C$	127,420,738				$	93,526,821

The reclassifications are summarized below:

Condensed Consolidated Statements of Financial Position

For the Period Ended as at April 30, 2026

(Expressed in U.S. Dollars)

Silver47 Financial Statement Line	Historical Silver47			Reclassification Adjustments			Note	Reclassified Historical Silver47			Bunker Hill Financial Statement Line
ASSETS											ASSETS
Current assets											Current assets
Cash and cash equivalents	$	35,966,010		$	-			$	35,966,010		Cash
Tax and other receivables		135,674			(135,674	)	(1)		-
Prepaid expenses		2,246,760			135,674		(1)		2,382,434		Accounts receivable and prepaid expenses
		38,348,444			-				38,348,444		Total current assets

Non-current assets
Restricted cash		158,700			-				158,700		Long term restricted cash
Property and equipment		120,631			-				120,631		Plant and equipment
Exploration and evaluation assets		54,899,046			-		(2)		54,899,046		Exploration and evaluation assets
TOTAL ASSETS	$	93,526,821		$	-			$	93,526,821		Total assets

LIABILITIES											EQUITY AND LIABILITIES
Current liabilities											Current liabilities
Accounts payable and accrued liabilities	$	1,208,751		$	-			$	1,208,751		Accounts payable
					-				-		Accrued liabilities
Share-based payment liabilities		79,517			-		(3)		79,517		Share-based payment liabilities
TOTAL LIABILITIES		1,288,268			-				1,288,268		Total liabilities

EQUITY											Shareholders’ equity
Share capital		106,493,519			(106,493,519	)	(4)		-		Common stock
Contributed surplus		14,467,166			106,493,519		(4)		120,960,685		Additional paid-in capital
Accumulated deficit		(28,238,044	)		-				(28,238,044	)	Accumulated deficit
Foreign currency translation reserve		(484,088	)		-				(484,088	)	Accumulated other comprehensive income
TOTAL EQUITY		92,238,553			-				92,238,553		Total shareholders’ equity
TOTAL LIABILITIES AND EQUITY	$	93,526,821		$	-			$	93,526,821		Total shareholders’ equity and liabilities

(1)	Represents a reclassification of Silver47’s sales tax receivables, historically included in tax and other receivables, to accounts receivable and prepaid expenses at Bunker Hill.
(2)	Represents Silver47’s exploration and evaluation assets consisting of costs to acquire Silver47’s projects which are pending determination of technical feasibility and commercial viability. A new financial statement line item named “exploration and evaluation assets” was added to the unaudited pro forma combined balance sheet.
(3)	Represents Silver47’s RSUs with the option of the participant to choose to receive the RSUs in (i) a lump sum payment in cash equal to the number of vested RSUs multiplied by the market value of a common share on the payout date; (ii) the number of underlying common shares or; (iii) any combination of the foregoing. A new financial statement line item named “share-based payment liabilities” was added to the unaudited pro forma combined balance sheet.
(4)	Represents Silver47’s share capital reclassed to additional paid in capital as the par value of Silver47’s shares are nil.

Condensed Consolidated Statements of Loss

For the Six Months Ended April 30, 2026

	(A)			(B)			(A – B)
	Historical Silver47 nine months ended April 30, 2026 CAD			Historical Silver47 three months ended October 31, 2025 CAD			Historical Silver47 six months ended April 30, 2026 CAD			CAD/USD		Historical Silver47 six months ended April 30, 2026 USD
Operating expenses
Exploration expenses	C$	(8,566,413	)	C$	(2,977,631	)	C$	(5,588,782	)		0.7250	$	(4,051,867	)
General and administrative expenses		(5,265,539	)		(2,125,416	)		(3,140,123	)		0.7250		(2,276,589	)
Share-based compensation		(6,628,486	)		(3,382,379	)		(3,246,107	)		0.7250		(2,353,428	)
Depreciation expenses		(39,171	)		(961	)		(38,210	)		0.7250		(27,702	)
		(20,499,609	)		(8,486,387	)		(12,013,222	)				(8,709,586	)
Other items
Interest income		532,473			72,169			460,304			0.7250		333,720
Change in fair value of share-based payment liabilities		(63,022	)		269,201			(332,223	)		0.7250		(240,862	)
Foreign exchange loss		(17,771	)		(4,428	)		(13,343	)		0.7250		(9,674	)
		451,680			336,942			114,738					83,184

Net loss	C$	(20,047,929	)	C$	(8,149,445	)	C$	(11,898,484	)			$	(8,626,402	)

Condensed Consolidated Statements of Loss

For the Six Months Ended April 30, 2026

(Expressed in U.S. Dollars)

Silver47 Financial Statement Line	Historical Silver47			Reclassification Adjustments			Note	Reclassified Historical Silver47			Bunker Hill Financial Statement Line
Operating expenses	$			$	(8,950,448	)		$	(8,950,448	)	Operating expenses
Exploration expenses		(4,051,867	)		4,051,867		(1)		-
General and administrative expenses		(2,276,589	)		2,276,589		(2)		-
Share-based compensation		(2,353,428	)		2,353,428		(3)		-
Depreciation expenses		(27,702	)		27,702		(4)		-
		(8,709,586	)		(240,862	)			(8,950,448	)
Other items											Other income or gain (expense or loss)
Interest income		333,720			-				333,720		Interest income
Change in fair value of share-based payment liabilities		(240,862	)		240,862		(5)		-
Foreign exchange loss		(9,674	)		-				(9,674	)	Loss on foreign exchange
		83,184			240,862				324,046

Net loss	$	(8,626,402	)	$	-			$	(8,626,402	)	Loss for the period pre tax

(1)	Represents a reclassification of Silver47’s exploration expenditures to operating expenses at Bunker Hill.
(2)	Represents a reclassification of Silver47’s general and administrative expenses to operating expenses at Bunker Hill.
(3)	Represents a reclassification of Silver47’s share-based compensation to operating expenses at Bunker Hill.
(4)	Represents a reclassification of Silver47’s depreciation expenses to operating expenses at Bunker Hill.
(5)	Represents a reclassification of Silver47’s change in fair value of share-based payment liabilities to operating expenses at Bunker Hill.

Condensed Consolidated Statements of Loss

For the Year Ended December 31, 2025

(Expressed in U.S. Dollars)

Silver47 Financial Statement Line	Historical Silver47 Adjusted for Summa (Note 7)			Reclassification Adjustments			Note	Reclassified Historical Silver47			Bunker Hill Financial Statement Line
Operating expenses	$			$	(22,063,229	)		$	(22,063,229	)	Operating expenses
Exploration expenses		(7,812,591	)		7,812,591		(1)		-
General and administrative expenses		(8,467,068	)		8,467,068		(2)		-
Share-based compensation		(5,739,174	)		5,739,174		(3)		-
Depreciation expenses		(7,532	)		7,532		(4)		-
		(22,026,365	)		(36,864	)			(22,063,229	)
Other items											Other income or gain (expense or loss)
Interest income		252,773			-				252,773		Interest income
Flow through share premium		46,354			-				46,354		Other income
Change in fair value of share-based payment liabilities		(36,864	)		36,864		(5)		-
Foreign exchange loss		(82,188	)		-				(82,188	)	Loss on foreign exchange
		180,075			36,864				216,939

Net loss	$	(21,846,290	)	$	-			$	(21,846,290	)	Loss for the year pre tax

(1)	Represents a reclassification of Silver47’s exploration expenditures to operating expenses at Bunker Hill.
(2)	Represents a reclassification of Silver47’s general and administrative expenses to operating expenses at Bunker Hill.
(3)	Represents a reclassification of Silver47’s share-based compensation to operating expenses at Bunker Hill.
(4)	Represents a reclassification of Silver47’s depreciation expenses to operating expenses at Bunker Hill.
(5)	Represents a reclassification of Silver47’s change in fair value of share-based payment liabilities to operating expenses at Bunker Hill.

6. Transaction Accounting Adjustments

The following adjustments have been made to the Unaudited Pro Forma Financial Information to reflect certain preliminary purchase price accounting and other pro forma adjustments. Further review may identify additional adjustments that could have a material impact on the unaudited pro forma financial information of the combined group. At this time, Bunker Hill is not aware of any additional Transaction related adjustments that would have a material impact on the unaudited pro forma financial information that are not reflected or disclosed in the pro forma adjustments.

(a)

Exploration and evaluation assets

The adjustment to increase Exploration and evaluation assets by $76,706,740 reflects the adjustment to Silver47’s Exploration and evaluation assets based on the estimated fair value as of April 30, 2026 and the preliminary purchase consideration, see Note 2 for further detail. The fair value was determined as the excess of the consideration paid for the identifiable assets and liabilities acquired in relation to the Transaction.

(b)

Transaction costs and other one-time charges

As at June 30, 2026, Bunker Hill had incurred approximately $500,000 in transaction costs comprised of legal and professional services fees, historically reported in Operating expenses. The amount was reversed and capitalized as part of the Transaction. Bunker Hill estimates an additional $5,500,000 in transaction costs will be incurred in relation to the Transaction which have not been reflected in the historical financial statements.

(c)

Share-based payment liabilities

Immediately prior to consummation of the Transaction, each outstanding Silver47 RSU will be deemed to be bested and settled by Silver47 for Silver47 shares. In accordance with the plan of arrangement governing the Transaction, each such Silver47 share will then be exchanged for 0.1724 shares of Bunker Hill common stock. See Note 2 for further detail on the Transaction.

(d)

Derivative warrant liability

The adjustment to Derivative warrant liability represents the fair value of the Replacement Warrants that Bunker Hill will issue upon closing of the Transaction, as per the Arrangement Agreement. See Note 2 for further detail on the Transaction.

(e)

Shareholders’ equity

The adjustment to Shareholders’ equity of $57,085,172 represents the elimination of Silver47’s equity and the net impact to Shareholders’ equity, including common stock, additional paid-in-capital, accumulated other comprehensive income (loss), and accumulated deficit, in relation to the Arrangement Agreement, as summarized below:

	Common stock		Additional paid-in-capital			Accumulated other comprehensive income (loss)		Accumulated deficit		Total adjustment
Issuance of Bunker Hill shares for Transaction⁽¹⁾	$	141	$	141,165,380		$	-	$	-	$	141,165,521
Fair value of Replacement Options⁽²⁾		-		7,658,204			-		-		7,658,204
Transaction costs incurred to June 30, 2026⁽³⁾		-		-			-		500,000		500,000
Elimination of Silver47’s historical equity⁽⁴⁾		-		(120,960,685	)		484,088		28,238,044		(92,238,553	)
Net transaction accounting adjustments to shareholders’ equity	$	141	$	27,862,899		$	484,088	$	28,738,044	$	57,085,172

(1)	Common shares of Silver47 in the amount of 209,625,021 issued and outstanding as of August 20, 2026 and RSUs of Silver47 in the amount of 180,000 outstanding as of August 20, 2026 multiplied by the Exchange Ratio. See Note 2 for further detail.
(2)	Represents fair value of the Replacement Options to be issued pursuant to the Transaction. See Note 2 for further detail.
(3)	Represents transaction costs incurred to June 30, 2026, historically reported in Bunker Hill’s Operating costs. The amount was reversed and capitalized as part of the Transaction.
(4)	Represents adjustments to eliminate Silver47’s historical shareholders’ equity as at April 30, 2026.

(f)

Earnings per share

The pro forma combined earnings per share below reflects pro forma combined net income (loss) attributable to shareholders of Bunker Hill divided by the pro forma weighted average number of shares of common stock outstanding, after giving effect to 36,170,385 shares issued as share consideration and the dilutive effect of Silver47 options and warrants, assuming such shares have been outstanding for the entirety of the periods presented:

	For the six months ended June 30, 2026		For the year ended December 31, 2025
Pro forma net income (loss) attributable to Bunker Hill shareholders	$	30,187,554	$	(114,978,305	)
Pro forma basic weighted average Bunker Hill stock outstanding⁽¹⁾		80,398,454		58,917,619
Pro forma basic earnings (loss) per share	$	0.38	$	(1.95	)
Pro forma diluted weighted average Bunker Hill stock outstanding⁽²⁾		85,225,947		58,917,619
Pro forma diluted earnings (loss) per share	$	0.37	$	(1.95	)

	(1)	Basic weighted average shares is comprised of pre-existing shares of Bunker Hill common stock and 36,170,385 shares of Bunker Hill common stock to be exchanged for 209,625,021 shares of Silver47 common stock issued and outstanding and in settlement of 180,000 RSUs of Silver47 outstanding as of August 20, 2026 in accordance with the Exchange Ratio.
	(2)	Diluted weighted average shares is comprised of pre-existing dilutive shares of Bunker Hill common stock and for the six months ended June 30, 2026 includes 2,524,295 of potential dilutive shares of Silver47.

7. Summa Arrangement Accounting Adjustments

Silver47 completed the acquisition of Summa on August 1, 2025. Silver47’s historical consolidated financial statements for the period January 1, 2025 through July 31, 2025 do not include Summa’s results of operations.

In accordance with Article 11 of Regulation S-X, the Unaudited Pro Forma Financial Information gives effect to this arrangement as if it had occurred at the beginning of the periods presented. The Unaudited Pro Forma Financial Information also reflects a separate arrangement for the completed acquisition of Summa that required separate financial statements under Rule 3-05 of Regulation S-X.

To provide a more meaningful presentation of the Combined Company’s operating results, management has prepared Silver47’s historical statements of loss adjusted to include Summa’s historical results, together with related pro forma adjustments. These adjustments include:

	(a)	Adjustments to align Summa’s historical financial information with Silver47’s accounting policies;

	(b)	Silver47 and Summa’s historical financial information and pro forma adjustments translated from its reporting currency of CAD to be presented in Bunker Hill’s reporting currency of USD using the exchange rates in Note 4.

The table below presents a construction of Silver47’s historical statements of loss for the year ended December 31, 2025, adjusted for Summa’s historical results for the adjustments noted above.

Condensed Consolidated Statements of Loss

For the Year Ended December 31, 2025

(Expressed in U.S. Dollars)

	Historical Silver47 Seven-Months Ended July 31, 2025			Historical Summa Seven-Months Ended July 31, 2025			Historical Consolidated Silver47 Five-Months Ended December 31, 2025			Accounting Policy Alignment Adjustments			Note	Historical Silver47 Twelve months ended December 31, 2025 Adjusted for Summa
Operating expenses
Exploration expenses	$	(2,888,060	)	$	(117,099	)	$	(2,977,561	)	$	(1,829,871	)	(1)	$	(7,812,591	)
General and administrative expenses		(2,269,397	)		(2,150,761	)		(4,046,910	)		-				(8,467,068	)
Share-based compensation		(736,955	)		(346,331	)		(4,655,888	)		-				(5,739,174	)
Depreciation expenses		(490	)		-			(7,042	)		-				(7,532	)
		(5,894,902	)		(2,614,191	)		(11,687,401	)		(1,829,871	)			(22,026,365	)
Other items
Interest income		56,993			16,842			178,938			-				252,773
Flow through share premium		46,354			-			-			-				46,354
Change in fair value of share-based payment liabilities		204,421			-			(241,285	)		-				(36,864	)
Foreign exchange loss		(31,690	)		(35,214	)		(15,284	)		-				(82,188	)
		276,078			(18,372	)		(77,631	)		-				180,075

Net loss	$	(5,618,824	)	$	(2,632,563	)	$	(11,765,032	)	$	(1,829,871	)		$	(21,846,290	)

(1)	Represents an adjustment to align Summa’s accounting policy for exploration and evaluation expenditures to that of Silver47’s accounting policy and U.S. GAAP, under which such expenditures are expensed in the period incurred instead of capitalized.

Nevada	333-150028	32-0196442
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
none

Exhibit Number		Description
23.1		Consent of MNP LLP, independent registered public accounting firm
23.2		Consent of Dale Matheson Carr-Hilton Labonte LLP, independent registered public accounting firm
99.1		Audited financial statements of Silver47 Exploration Corp. as of and for the years ended July 31, 2025 and 2024
99.2		Unaudited condensed interim consolidated financial statements of Silver47 Exploration Corp. as of April 30, 2026 and for the three- and nine-month periods ended April 30, 2026 and 2025
99.3		Audited financial statements of Summa Silver Corp. as of and for the years ended August 31, 2024 and 2023.
99.4		Unaudited condensed interim consolidated financial statements of Summa Silver Corp. as of May 31, 2025 and for the three- and nine-month periods ended May 31, 2025 and 2024.
99.5		Unaudited pro forma condensed combined financial information of Bunker Hill Mining Corp., giving effect to the acquisition of Summa Silver Corp. by Silver47 Exploration Corp. and the proposed acquisition of Silver47 Exploration Corp. by Bunker Hill Mining Corp.
104		Cover Page Interactive Data File-the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

	BUNKER HILL MINING CORP.

DATE: September 21, 2026	By:	/s/ Sam Ash
		Sam Ash
		President and Chief Executive Officer

[8-K] Bunker Hill Mining Corp. Reports Material Event

Rhea-AI Filing Summary

Positive

Negative

Filing Explained

8-K Event Classification

Filing Exhibits & Attachments

Press Releases

Financial & Certifications

Other Documents

Keep reading

More on BHLL

Trending in the feed