This Announcement contains inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR"). Upon the publication of this Announcement, this inside information is now considered to be in the public domain.

Vancouver, British Columbia--(Newsfile Corp. - April 9, 2026) - Thor Explorations (TSXV: THX) (AIM: THX) ("Thor" or the "Company") is pleased to provide an operational and financial review for its Segilola Gold mine, located in Nigeria ("Segilola"), and for the Company's mineral exploration properties located in Nigeria, Senegal and Côte d'Ivoire for the three months ending December 31, 2025 ("Q4 2025") and the audited financial results for the year ending December 31, 2025 (the "Year" or "FY 2025"). 

The Company's Consolidated Audited Financial Statements together with the notes related thereto, as well as the Management's Discussion and Analysis for the year ending December 31, 2025, are available on Thor Explorations' website at https://thorexpl.com/investors/financials/.

All figures are in US dollars ("US$") unless otherwise stated.

FY 2025 Financial Highlights

• 94,130 ounces ("oz") of gold sold (FY 2024: 84,965 oz) with an average gold price of US$3,422 per oz (FY 2024: US$2,288).

• FY 2025 revenue of US$325.5 million (FY 2024: US$193.1 million).

• FY 2025 net profit of US$196.2 million (FY 2024: US$91.1 million).

• Cash operating cost of US$710 per oz sold (FY 2024: US$692) and all-in sustaining cost ("AISC") of US$927 per oz sold (FY 2024: US$882).

• FY 2025 EBITDA of US$243.7 million (FY 2024: US$123.3 million).

• FY 2025 cash and cash equivalents of US$137.8 million (FY 2024: US$12.0 million).

• The Group is debt free following the repayment of its senior debt facility with Africa Finance Corporation at the end of 2024.

• Following the announcement of the Company's dividend policy in 2025 of a minimum of C$0.0125 per share per quarter, the Company returned approximately $18 million to its shareholders through dividends paid during FY 2025. A special dividend of C$0.015 per share was paid subsequent to the Year, taking total shareholder returns to date to approximately US$32 million.

Dividend

• The group will maintain its dividend policy through 2026, with the next quarterly dividend payment scheduled for May 15, 2026.

• Dividend for the Quarter will be paid at an amount of C$0.0125 per share.

Proposed dividend timetable

FY 2025 Operational Highlights

Segilola Production

• FY 2025 gold poured of 91,910 oz, achieving the upper half of the Group's guidance.

• 92,832 oz recovered with an average recovery rate of 93.9%.

• 962,891 total tonnes ("t") of ore processed over FY 2025 at an average grade of 3.19 g/t Au grammes per tonne ("g/t") of gold ("Au").

• Total FY 2025 ore mined of 1,482,009 t at an average grade of 2.35 g/t Au.

• The stockpile balance increased by 35% to 1,988,488 tonnes of ore at an average grade of 0.79g/t for 50,213 ounces.

Segilola Near-Mine and Regional Exploration

• Over 21,000 metres ("m") of drilling carried out at Segilola in FY2025, focused on defining an economic underground reserve suitable to mine and extend the Segilola mine life.

• Exploration continued to prioritise Segilola Underground Resource drilling and working up near mine drill targets.

• Continued high-grade mineralisation was intersected with drilling program beneath the current open-pit design.

• Deeper drilling programs targeting deeper mineralisation will continue throughout 2026.

Senegal

• The Company advanced the Douta Project ("Douta") to Preliminary Feasibility Study ("PFS") stage, with the Douta PFS published at the beginning of FY 2026.

  • The Douta PFS has defined a long life, financially robust project with a US$ Pre-tax project NPV5% of US$908 million and IRR of 73% (100% equity basis) at a long-term gold price assumption of US$3,500/oz.

• Thor increased its economic ownership of Douta to 100% following the buyout of its minority partners.

• The Company also increased the potential Douta Project footprint and announced the acquisition of an initial 70% interest in the contiguous Bousankhoba Exploration Permit EL02254 ("Bousankhoba").

  • The terms of the earn-in include a minimum exploration program over 24 months and an earn in payment of US$160,000 payable within the first 6 months of signing.

Côte d'Ivoire

• Added the Loudiba exploration licence, an early stage exploration permit, to its portfolio.

• 4,412m of RC drilling was completed at Guitry which was successful in delineating high grade mineralized lodes which remain open.

• At Marahui, further geological mapping and geochemical sampling continued and generated a number of prospective drill targets which commenced late in FY 2025.

• A large scale sampling programme took place at Boundiali, with results pending.

Environment, Social and Governance

• The Company published its second Sustainability and ESG Report, in alignment with GRI standards, and continued consistent data collection and performance monitoring throughout the year for the forthcoming FY 2025 report.

• Total greenhouse gas emissions in FY 2025 were 44,073 tonnes of CO₂e, representing a 6% reduction compared with FY 2024.

• During Q4 2025, the Company recorded reductions in waste rock, non-mineral waste and overall waste intensity measured in tonnes per oz of gold produced, compared with Q4 2024.

• Scope 1 carbon emissions declined by 10% during Q4 2025.

• In Q4 2025, the use of reclaimed water from the Tailings Management Facility increased by 36% per oz of gold produced.

• 30 community projects and programs were delivered or initiated during FY 2025.

• The Company introduced "Seguncare", which provides medication support for residents with long-term health conditions, and also conducted a medical outreach program for the residents of the three host communities at Segilola.

• Total employment associated with the Segilola Mine project reached 2,026 personnel in FY 2025, of whom 99% were Nigerian nationals.

• 86% of the total procurement budget for the Segilola Mine project was spent within Nigeria during 2025, supporting local businesses and supply chains.

Post FY 2025 Highlights

• Publication of the Douta PFS in January 2026, showing an economically robust, long mine life project with significant exploration upside potential.

• Additional bonus dividend announced for Q4 2025 of C$0.015 per share, taking the total dividend payable for Q4 2025 to C$0.0275 per share.

Outlook

• Production guidance of 75,000-85,000 oz for 2026 with an AISC guidance of US$1,000 - $1,200 per oz.

• Exploration expenditure guidance of US$9 million - $11 million in Nigeria, US$10 million - $12 million in Senegal, and US$8 million - $10 million in Côte d'Ivoire for 2026.

• Targeting an extension of the Segilola mine life through the definition of additional underground resources and delineation of near mine resources

• Finalise permitting approvals for Douta to reach Final Investment Decision and commence construction of the Douta Project in the second half of 2026.

• Continue exploration in Côte d'Ivoire to advance the Guitry and Marahui projects.

• Advance exploration programs across the portfolio, including the near mine and underground drilling programs at Segilola and assessing regional potential targets in Nigeria and Côte d'Ivoire.

Segun Lawson, President & CEO, stated:

"I am extremely proud of the team for delivering another year of strong operational performance. Having entered the year with a debt free balance sheet, we have fully capitalised on the high gold price environment whilst maintaining our cost discipline throughout the year. As a result, our gold production of approximately 92,000 ounces has resulted in a record financial performance generating US$325.5 million in revenue and a net profit of US$196.2 million ending the year with US$137.75 million in cash.

"Our robust cash flow and strong balance sheet enabled us to transition to a dividend-paying company during the year. In 2025, the Company returned approximately US$18 million to shareholders through dividends paid during the year. In addition, the Company declared and paid a special dividend together with a quarterly dividend in Q1 2026, bringing total shareholder returns to date to approximately US$32 million. We are committed to maintaining this policy through 2026 which is in line with our strategy of returning part of our strong cash flow generation to our shareholders and will continue to retain the option to increase the dividend based on our cash position.

"We achieved our goals in 2025 which were to grow the Company's balance sheet and grow the Company's mineral resources through exploration. This has continued in Nigeria where we continue to explore the extent of mineralisation beneath the Segilola Open Pit mine, and also in Senegal and in Côte D'Ivoire.

"In 2026, we are looking to take another step closer to developing the Douta Gold Project in Senegal and growing from a single mine producer whilst also aiming to extend the Segilola Mine life. In 2025, we increased our economic ownership of the Douta Project to 100% and its Preliminary Feasibility Study has defined a financially robust project with a US$ Pre-tax project NPV5% of US$908 million and IRR of 73% (100% equity basis) at a long-term gold price assumption of US$3,500/oz. Significantly, our acquisition of the Bousankhoba licence has enabled us to expand the project footprint and we believe the project continues to have promising growth potential.

"We are looking forward to starting the development of Douta in the second half of 2026 whilst also delivering an optimised feasibility study. We are well positioned and confident in our ability to deliver this project without any shareholder dilution.

"In Côte D'Ivoire we continued to increase our exploration portfolio, adding additional greenfield early stage licences to continue to build our exploration pipeline.

"Our ongoing strong cash flow has left us well positioned to continue our activities in all three jurisdictions in which we operate with the objective of increasing shareholder value through exploration.

"We continue to prioritise our ESG standards, with our ESG performance monitored throughout 2025 in alignment with GRI reporting standards. We have published our second annual Sustainability and ESG Report and I invite our stakeholders to review this report.

"Looking ahead, our priorities for 2026 include continuing our best practice in our ESG standards across the Group, finalising the permitting approvals for the Douta Project to reach Final Investment Decision. Importantly, we intend to progress the value-enhancing opportunity of extending the Segilola mine life.

"I look ahead to 2026 with excitement and encouragement. We have the cash flow and team to underpin our activities across the group and are better positioned than ever to deliver on our objectives. Thank you to our new and existing shareholders for your trust and support and I look forward to providing updates in the coming year.

Retirement of Collin Ellisson as Non-Executive Director

In addition, the Company announces the retirement of Collin Ellison as Non-Executive Director and Chairman of the Remuneration and Nomination Committees with effect from 9 April 2026. The Company will announce the appointment of Mr Ellison's replacement in due course.

Adrian Coates, Chairman of the Board, commented:

"We are also sad to announce the retirement of our Non-Executive Director, Collin Ellison. Collin has been a non-executive director at Thor for 7 years over a very successful period in the Company's history. On behalf of the board I would like to thank Collin for his contribution to the Company."

Segun Lawson, President & CEO commented:

"I would like to finish off by thanking our retiring Non-Executive Director Mr Collin Ellison after seven transformational years with the Company, during which the Company grew from a junior exploration company to where we are today. I am deeply appreciative of his support, vision, technical advice and dedication to the Company, in particular, during the development of Segilola and its commissioning which was invaluable. His support throughout has left a lasting impact on our company and I wish him all the best in his future endeavours."

About Thor Explorations

Thor Explorations Ltd. is a mineral exploration company engaged in the acquisition, exploration, development and production of mineral properties located in Nigeria, Senegal and Côte d'Ivoire. Thor Explorations holds:

• a 100% interest in the Segilola Gold Project located in Osun State, Nigeria

• a 100% economic interest in the Douta Gold Project located in south-eastern Senegal

• a 100% interest in the Guitry Gold Project Cote D'Ivoire

• additional exploration tenure in Nigeria, Senegal and Cote d'Ivoire comprising of wholly and majority owned interests

Thor Explorations trades on AIM and the TSX Venture Exchange under the symbol "THX".

Management Discussion & Analysis for Q4 2025 and Full Year 2025

CHAIRMAN'S STATEMENT

Dear fellow shareholders, I am pleased to present the 2025 Annual Report for Thor Explorations Ltd. 2025 was a transitional year for us as a company, having fully repaid our senior debt facility with Africa Finance Corporation ("AFC") at the end 2024. As a result, we started the year with a clean balance sheet and well positioned to fully capitalise on the strong gold price performance witnessed during the year.

The Segilola Gold Mine, our wholly owned flagship project, maintained its solid performance in 2025, achieving the upper half of its guidance, producing 91,910 ounces of gold, and generating a record annual revenue of $325.5 million. We also generated a record Group net profit of $196.2 million.

The performance of the Segilola Gold Mine and continued strengthening of the Group's balance sheet enabled the Company's Board to adopt its maiden dividend policy to be applied for at least two years. The dividend policy reflects the Company's aim to strike a balance between the Group's growth ambitions and returning money to its shareholders. The Company returned approximately $18 million to its shareholders in 2025 with a special dividend of CAD $0.015 per share paid subsequent to the Period alongside its regular Quarterly dividend.

Our pioneering activities continue in Nigeria, where we were pleased in March 2025 to receive a copy of the report of the Inter-Ministerial Fact-Finding Committee on the dispute between Segilola Resources Operating Limited and the Osun State Government. This report affirmed our compliance with all our legal and regulatory obligations. We pride ourselves on maintaining international best practice standards across all our operations.

We maintain strong relationships with both State and Federal Governments and continue to invest in our host communities and regions where our livelihood restoration programs are thriving.

In 2026, we look forward to further growth as a company. We are carrying out increased exploration activities in Nigeria, where we are focussing on extending the Segilola mine life through the definition of additional underground resources as well as exploring nearby satellite targets.

In Senegal, at the Douta Gold Project, we expanded our footprint in the country, acquiring additional licences, and significantly, we increased our ownership in the two Douta Licences to a 100% economic interest in Q1 2026. The publishing of the Douta Pre-Feasibility Study after the end of the Period has shown an economically robust, long mine life project with significant exploration upside potential. We aim to start the construction of this project in the second half of 2026 and believe this project has potential to deliver further significant value to our shareholders.

In Côte d'Ivoire we completed a successful maiden drilling campaign on our 100% owned Guitry Licence. We are also encouraged by the early exploration results from our Marahui Project. We look forward to advancing these licences through exploration in 2026.

I would like to thank all our employees, Leadership Team and Board for their hard work and dedication in the year, and our investors for their continued support.

We are also sad to announce the retirement of our Non-Executive Director, Collin Ellison. Collin has been a non-executive director at Thor for 7 years over a very successful period in the Company's history. On behalf of the board I would like to thank Collin for his contribution to the Company.

We look forward to 2026 and thank you for your support for Thor Explorations. The Board and Leadership Team remain resolutely focused on delivering our strategy and creating value for our shareholders and all of our stakeholders.

Adrian Coates
Chairman

CEO'S STATEMENT

This has been a significant year for Thor, and I am extremely proud of the team for delivering another year of strong operational performance. Having entered the year with a debt free balance sheet, we have fully capitalised on the high gold price environment whilst maintaining our cost discipline throughout the year. As a result, our gold production of approximately 92,000 ounces has resulted in a record financial performance generating US$325.5 million in revenue and a net profit of US$196.2 million ending the year with US$137.75m in cash.

Our robust cash flow and strong balance sheet enabled us to transition to a dividend-paying company during the year. In 2025, the Company returned approximately US$18 million to shareholders through dividends paid during the year. In addition, the Company declared and paid a special dividend together with a quarterly dividend in Q1 2026, bringing total shareholder returns to date to approximately US$32 million.

We achieved our goals in 2025 which were to grow the Company's balance sheet and grow the Company's mineral resources through exploration. This has continued in Nigeria where we continue to explore the extent of mineralisation beneath the Segilola Open Pit mine, and also in Senegal and in Côte d'Ivoire.

In 2026, we are looking to take another step closer to developing the Douta Gold Project in Senegal and growing from a single mine producer whilst also aiming to extend the Segilola Mine life. In 2025, we increased our economic ownership of the Douta Project to 100% and its Preliminary Feasibility Study has defined a financially robust project with a US$ Pre-tax project NPV5% of US$908 million and IRR of 73% (100% equity basis) at a long-term gold price assumption of US$3,500/oz.

Significantly, our acquisition of the Bousankhoba licence has enabled us to expand the project footprint and we believe the project continues to have promising growth potential. We are looking forward to starting the development of this project in the second half of 2026 whilst also delivering an optimised feasibility study. We are well positioned and confident in our ability to deliver this project without any shareholder dilution.

In Côte d'Ivoire we continued to increase our exploration portfolio, adding an additional greenfield early stage licence to continue to build our exploration pipeline.

Our ongoing strong cash flow has left us well positioned to continue our activities in all three jurisdictions in which we operate with the objective of increasing shareholder value through exploration.

We continue to prioritise our Environmental, Social and Governance ("ESG") standards. ESG performance continued to be monitored throughout 2025 in alignment with Global Reporting Initiative ("GRI") reporting metrics. During Q4 2025, compared with Q4 2024, the Company recorded reductions in waste rock, non-mineral waste and overall waste intensity measured in tonnes per gold ounce produced. 30 community projects and programmes were delivered or initiated during 2025. We have also published our second annual Sustainability and ESG Report and invite our stakeholders to review this report.

Following on from the announcement of our dividend policy in 2025, we are committed to maintaining this policy through 2026 in line with our strategy of returning part of our strong cash flow generation to our shareholders whilst retaining the option to increase the dividend based on our cash position. Looking ahead, our priorities for 2026 include continuing best practice in our ESG standards across the Group, finalising the permitting approvals for the Douta Project to reach Final Investment Decision (FID). Importantly, we intend to progress the value-enhancing opportunity of extending the Segilola mine life.

I remain incredibly proud of our team and what we accomplished in 2025. This is down to the continued commitment and hard work of all our employees, leadership team, board and stakeholders. I would like to take this opportunity to thank them for their continued support.

I would like to finish off by thanking our retiring Non-Executive Director Mr Collin Ellison after seven transformational years with the Company, during which the Company grew from a junior exploration company to where we are today. I am deeply appreciative of his support, vision, technical advice and dedication to the Company, in particular, during the development of Segilola and its commissioning which was invaluable. His support throughout has left a lasting impact on our company and I wish him all the best in his future endeavours.

I look ahead to 2026 with excitement and encouragement. We have the cash flow and team to underpin our activities across the group and are better positioned than ever to deliver on our objectives. Thank you to our new and existing shareholders for your trust and support and I look forward to providing updates in the coming year.

Segun Lawson
Chief Executive Officer

OVERVIEW

Thor Explorations Ltd. (the "Company"), together with its subsidiaries (collectively, "Thor" or the "Group") is a West African focused gold producer and explorer and is dual-listed on the TSX Venture Exchange TSX-V (TSXV: THX) and the Alternative Investment Market of the London Stock Exchange (AIM: THX). The Group's main assets include its flagship producing Segilola Gold mine in Nigeria, the Preliminary Feasibility Study stage Douta Project, in Senegal and a portfolio of prospective early-stage exploration licences in Côte d'Ivoire.

The Group has a growing portfolio of exploration licences on the unexplored Ilesha schist belt in near proximity to the Segilola gold mine and further exploration licences in Nigeria.

Our strategy is to operate, develop and explore mineral properties where our expertise can substantially increase shareholder value. The Group operates with transparency and in accordance with international best practices and is committed to delivering value to its shareholders through responsible development, providing economic and social benefit to our host communities and operating in a manner where health and safety and the environment are integral to our operations and development approach.

We utilise our strong cash flow generation from Segilola to advance our exploration and development activities across our entire portfolio. Our strategy also includes the acquisition, wholly or via option, of further geologically prospective tenures in West Africa where we continue to build a footprint and assess potential targets.

Figure 1.1: Thor's Properties in West Africa

HIGHLIGHTS AND ACTIVITIES - FOURTH QUARTER 2025 AND YEAR ENDED DECEMBER 31, 2025

The quarter was characterised by another solid financial and operational performance, with record revenue of $108.7 million, net profit of $67.0 million, and EBITDA of $87.9 million.

Operating results for the fourth quarter 2025 were highlighted by the selling of 25,830 ounces ("oz") of gold achieving an average gold price of US$4,190 per oz at a cash operating cost¹ of $647 per oz sold, with an all-in sustaining cost ("AISC")¹ of $740 per oz sold.

Table 2.1 Key Operating and Financial Statistics

Segilola Gold Mine, Nigeria

Mining

During the three months ended December 31, 2025, 2,185,527 tonnes of material were mined, equivalent to a mining rate of 23,755 tonnes of material per day. In this period, 580,615 tonnes of ore were mined, equivalent to a mining rate of 6,311 tonnes of ore per day, at an average grade of 1.71g/t. Overall mining rates were lower as the pit is getting narrower as mining progresses to the southern end. There was a 51% increase in ore tonnes at an improved strip ratio of 2.8 : 1. The purchased new trucks have effectively eliminated the trucking constraint of the aging contractor fleet.

The stockpile balance increased by 35% to 1,988,488 tonnes of ore at an average grade of 0.79g/t. The ore stockpile comprised of 1,829 tonnes (1.84g/t) at medium grade, 1,985,640 tonnes (0.78g/t) at low grade and 1,019 tonnes (3.15g/t) at high grade on the crushed coarse ore stockpile between the crusher and mill.

The significant stockpile available (approximately 2 years of process plant supply) offers flexibility and low risk for future process plant production. The mine will continue to feed higher grade material in preference to low grade material and the lower grade material will be processed later in the mine life and during periods of reduced or minimal mining activity. The stockpile is reflected on the balance sheet under inventory and is reflected at the weighted average mining costs (per tonne).

Processing

During the three months ending December 31, 2025, 247,182 tonnes of ore were processed maintaining an equivalent throughput rate of 2,686 tonnes per day, at an increased mill feed grade of 3.31g/t with no significant downtime periods. The process plant gold in circuit ("GIC") increased to 5,126oz of Au due to higher grades fed at the end of month. Total gold poured was 23,719 oz, meeting guidance with a total of 91,910oz poured for 2025.

Table 2.2: Production Metrics

NON-IFRS MEASURES

This MD&A refers to certain financial measures which are not recognized under IFRS Accounting Standards and do not have a standardized meaning prescribed by IFRS Accounting Standards. These measures may differ from those made by other companies and accordingly may not be comparable to such measures as reported by other companies. These measures have been derived from the Group's consolidated financial statements because the Group believes that, with the achievement of gold production, they are of assistance in the understanding of the results of operations and its financial position.

Average realized gold price per ounce sold

The Group believes that, in addition to conventional measures prepared in accordance with IFRS Accounting Standards, the average realized gold price, which takes into account the impact of gain/losses on forward sale of commodity contracts, is a metric used to better understand the gold price realized during a period. Management believes that reflecting the impact of these contracts on the Group's realized gold price is a relevant measure and increases the consistency of this calculation with our peer companies.

In addition to the above, in calculating the realized gold price, management has adjusted the revenues as disclosed in the consolidated financial statement to exclude by-product revenue, relating to silver revenue, and has reflected the by-product revenue as a credit to cash operating costs. The revenues as disclosed in the consolidated financial statements have been reconciled to the gold revenue for all periods presented.

Table 3.1: Average annual realized price per ounce sold

Cash operating cost per ounce

Cash operating cost per oz sold, combined with revenues, can be used to evaluate the Group's performance and ability to generate operating income and cash flow from operating activities. The Group believes that, in addition to conventional measures prepared in accordance with IFRS Accounting Standards, certain investors may find this information useful to evaluate the costs of production per ounce.

By product revenues are included as a credit to cash operating costs.

Table 3.2: Average annual cash operating cost per ounce of gold

All-in sustaining cost per ounce

AISC provides information on the total cost associated with producing gold. The Group calculates AISC as the sum of total cash operating costs (as described above), other administration expenses and sustaining capital, all divided by the gold ounces sold to arrive at a per oz amount.

Other administration expenses include administration expenses directly attributable to the Segilola Gold Mine plus a percentage of corporate administration costs allocated to supporting the operations of the Segilola Gold Mine, which was deemed to be 33% for all periods reported below.

Other companies may calculate this measure differently as a result of differences in underlying principles and policies applied.

Table 3.3: Average annual all-in sustaining cost per ounce of gold

The Group's all-in sustaining costs include sustaining capital expenditures which management has defined as those capital expenditures related to producing and selling gold from its on-going mine operations. Non-sustaining capital is capital expenditure related to major projects or expansions at existing operations where management believes that these projects will materially benefit the operations. The distinction between sustaining and non-sustaining capital is based on the Group's policies and refers to the definitions set out by the World Gold Council.

This non-IFRS Accounting Standards measure provides investors with transparency regarding the capital costs required to support the on-going operations at its operating mine, relative to its total capital expenditures. Readers should be aware that these measures do not have a standardized meaning. It is intended to provide additional information and should not be considered in isolation, or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards.

In the period, the Group fed higher grade material to the plant in preference to low grade material. Costs associated with mining the lower grade material will be deferred to when this lower grade material is processed. The Group plans to process this material later in the mine life and during periods of reduced or minimal mining activity.

Table 3.3a: Sustaining and Non-Sustaining Capital

Adjusted Net Cash

Net Cash is calculated as total debt adjusted for unamortized, deferred, financing charges less cash and cash equivalents and short-term investments at the end of the reporting period. This metric is used by management to measure the Group's debt leverage. The Group considers that in addition to conventional measures prepared in accordance with IFRS Accounting Standards, net debt is useful to evaluate the Group's performance.

Table 3.4: Net Cash/(Debt)

Earnings Before Interest, Taxes, Depreciation and Amortisation (EBITDA)

EBITDA is calculated as the total earnings before interest, taxes, depreciation and amortisation. This measure helps management assess the operating performance of each operating unit.

Table 3.5: Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)

OUTLOOK AND UPCOMING MILESTONES

We are focussed on advancing the Group's strategic objectives and near-term milestones which include:

• 2026 Operational Guidance and Outlook

• The critical factors that influence whether Segilola can achieve these targets include:

  • Segilola's ability to continue operations without obstruction

  • Segilola's ability to maintain an adequate supply of consumables (in particular ammonium nitrate, flux and cyanide) and equipment

  • Fluctuations in the price and availability of key consumables, in particular ammonium nitrate, and diesel

  • Segilola's workforce remaining healthy

  • Continuing to receive full and on-time payment for gold sales

  • Continuing to be able to make local and international payments in the ordinary course of business

• Obtaining the mining permit for the Douta project.

• Continuing to advance exploration programmes across the portfolio:

  • Segilola near mine exploration

  • Segilola underground project

  • Segilola regional exploration programme

  • Assess regional potential targets in Nigeria

  • Assess regional potential targets in Côte d'Ivoire

  • Acquiring new concessions and joint partnerships options on potential targets

SUMMARY OF QUARTERLY RESULTS

The table below sets forth selected results of operations for the Group's eight most recently completed quarters.

Table 6.1: Summary of quarterly results

The Group reported a net profit of $67.0 million (10.07 cents per share) for the Three month period ended December 31, 2025, as compared to a net profit of 33.7 million (5.14 cents per share) for the Three month period ended December 31, 2024. The increase in profit for the period was largely due to:

• Sales during the period of $108.7 million (Q4 2024: $65.7 million); and

• Production costs of $16.0 million (Q4 2024: $16.4 million)

These were offset partially by:

• Depreciation, depletion and amortization of $17.3 million (Q4 2024: $9.5 million); and

• Interest expense and loss on financial liabilities designated as at FVTPL of $0.1 million (Q4 2024: $1.8 million)

No corporate tax was paid during the three month periods ended December 31, 2025, and 2024, this is due primarily to the corporate tax holiday the Group was granted for its Segilola mine earnings as detailed in note 5f of the consolidated financial statements.

SELECTED ANNUAL FINANCIAL INFORMATION

The review of the results of operations should be read in conjunction with the Group's Consolidated Financial Statements and notes thereto.

Table 7.1: Selected annual information

RESULTS FOR THE YEAR ENDED DECEMBER 31, 2025, and 2024

The Group reported a net profit of $196.2 million (29.51 cents per share) for the year ended December 31, 2025, as compared to a net profit of $91.2 million (14.00 cents per share) for the year ended December 31, 2024. The increase in profit for the year was largely due to:

• Sales during the year of $325.5 million (2024: $193.1 million); and

• Production costs of $62.6 million (2024: $55.9 million)

These were offset partially by:

• Depreciation, depletion and amortization of $42.7 million (2024: $22.7 million); and

• Interest expense and loss on financial liabilities designated as at FVTPL of $1.0 million (2024: $9.5 million)

No corporate tax was paid during the year ended December 31, 2025, and 2024, this is due primarily to the corporate tax holiday the Group was granted for its Segilola mine earnings as detailed in note 5f of the consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

Working capital, combined with revenues and cash flows, is an important measure of the Group's liquidity and operational efficiency. The Group believes that, in addition to conventional measures prepared in accordance with IFRS Accounting Standards, certain investors may find this information useful in assessing the Group's ability to meet short-term obligations and fund ongoing operations.

As at December 31, 2025, the Group had cash of $137.7 million (December 31, 2024: $12.0 million) and a working capital surplus of $164.8 million (December 31, 2024: deficit of $3.3 million).

The increase in cash from December 31, 2025, is due mainly to cash generated in operations of $185.7 million offset by cash used in investing and financing activities of $27.6 million and $32.3 million respectively.

The cash generated from operations includes $13.0 million used to build the Group's inventory balance as of December 31, 2025. This amount primarily consists of mining costs allocated to gold ore stockpiles.

WORKING CAPITAL CALCULATION

The Working Capital Calculation excludes $9.4 million of Gold Stream liabilities as at December 31, 2024, which were contingent upon the achievement of the gold sales forecast of 85,000 to 95,000 ounces for the year ended December 31, 2025. No such contingent liability existed as at December 31, 2025.

Table 8.1: Working Capital

The Group's inventory is estimated to contain the following ounces of gold:

Table 8.1a: Gold inventory

Inventory

Gold inventory is recognised in the ore stockpiles and in production inventory, comprised principally of ore stockpile and doré at site or in transit to the refinery, with a component of gold-in-circuit.

Table 8.2: Inventory

Liquidity and Capital Resources

The Group has generated positive operating cash flow during Q4 2025, and the year ended December 31, 2025, and expects to continue to do so based on its production and AISC guidance. This strong operating cash flow will support regional exploration and underground expansion drilling at Segilola, planned capital expenditures and corporate overhead costs.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The Group's financial instruments consist of cash, amounts receivable, accounts payable, accrued liabilities, gold stream liability, loans and other borrowings, and lease liabilities. These financial instruments are used to manage liquidity, finance operations, and mitigate financial risks. Further information on the Group's financial instruments is provided in Note 19 of the consolidated financial statements.

Fair value of financial assets and liabilities

Fair values have been determined for measurement and/or disclosure purposes. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

The carrying amount for cash, amounts receivable, and accounts payable, accrued liabilities, loans and borrowings and lease liabilities on the statement of financial position approximate their fair value because of the limited term of these instruments.

Financial risk management objectives and policies

The Group has exposure to the following risks from its use of financial instruments

• Interest rate risk

• Credit risk

• Liquidity and funding risk

• Market risk

In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group's objectives, policies, and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these consolidated financial statements.

There have been no substantive changes in the Group's exposure to financial instrument risks, its objectives, policies, and processes for managing those risks or the methods used to measure them from previous years unless otherwise stated in these notes.

The Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group's competitiveness and flexibility. Further details regarding these policies are set out below.

Financial instruments by category

The accounting policies for financial instruments have been applied to the line items below:

Table 9.3: Financial instruments by category

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group ensures that there is sufficient capital in order to meet short-term business requirements, after taking into account the Group's holdings of cash. The Group's cash is held in business accounts and are available on demand.

In the normal course of business, the Group enters into contracts and performs business activities that give rise to commitments for future minimum payments.

The following tables summarize the Group's significant remaining contractual maturities for financial liabilities at December 31, 2025, and December 31, 2024. The tables show projected cashflows including interest payments.

Table 9.4: Contractual maturity analysis

Credit risk

Credit risk is the risk of an unexpected loss if a counterparty to a financial instrument fails to meet its contractual obligations.

The Group manages the credit risk associated with cash by investing these funds with highly rated financial institutions, and by monitoring its concentration of cash held in any one institution. As such, the Group deems the credit risk on its cash to be low. At December 31, 2025, 0.1% of the Group's cash balances were invested in AAA rated financial institutions (2024: 1%), 84.98% in AA rated financial institutions (2024: 77%), 0.22% in AA- rated financial institutions (2024: 1%), 0.0% in A rated financial institutions (2024: 1%), 0.89% in A- rates financial institutions (2024: 3%), 13.82% in BBB rated financial institutions (2024: nil) and 0.05% in B- rated institutions (2024: 0%).

The Group sells its gold to large international organizations with strong credit ratings, and the historical level of customer defaults is minimal. As a result, the credit risk associated with gold trade receivables at December 31, 2025 is considered to be negligible.

Market risk

The Group is subject to normal market risks including fluctuations in foreign exchange rates and interest rates. While the Group manages its operations in order to minimize exposure to these risks, the Group has not entered into any derivatives or contracts to hedge or otherwise mitigate this exposure.

Foreign currency risk

The Group's primary operations are in Nigeria, Senegal and Cote D'Ivoire. Revenues generated and expenditures incurred are primarily denominated in United States Dollars.

Although the Group does not enter into currency derivative financial instruments to manage its exposure, the Group tries to manage this risk by maintaining most of its cash in United States dollars.

DISCLOSURE OF OUTSTANDING SHARE DATA

At December 31, 2025, there were 665,297,482 common shares issued and no outstanding stock options.

Authorized Common Shares

Table 14.1: Common shares issued

Stock Options

There were no stock options that were outstanding at December 31, 2025, and as at the date of this report.

No options were issued during the three months period ended December 31, 2025 and year ended December 31, 2025.

Audited Financial Results for the Year Ended 31 December 2025

Contractual commitments and contingent liabilities (Note 21)

These consolidated financial statements were approved for issue by the Board of Directors on April 8, 2026, and are signed on its behalf by:

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

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

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

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

1. CORPORATE INFORMATION
   

• Thor Explorations Ltd. (the "Company"), together with its subsidiaries (collectively, "Thor" or the "Group") is a West African focused gold producer and explorer, dual-listed on the TSX-Venture Exchange (TSXV: THX) and the Alternative Investment Market of the London Stock Exchange (AIM: THX).

• The Company was formed in 1968 and is organized under the Business Corporations Act (British Columbia) (BCBCA) with its registered office at 550 Burrard St, Suite 2900 Vancouver, BC, CA, V6C 0A3.

2. BASIS OF PREPARATION

• a) Statement of compliance

• These consolidated financial statements, including comparatives, have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).

• b) Basis of measurement

• The consolidated financial statements are presented in United States dollars ("US$").

• These consolidated financial statements have been prepared on a historical cost basis and are presented in United States dollars, except for the valuation of certain financial instruments that are measured at fair value at the end of each reporting period as explained in the accounting policies below.

• The preparation of financial statements in compliance with IFRS Accounting Standards requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Group's accounting policies. A precise determination of many assets and liabilities is dependent upon future events, the preparation of consolidated financial statements for a period involves the use of estimates, which have been made using careful judgment. Actual results may differ from these estimates. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are discussed in Note 4.

3. MATERIAL ACCOUNTING POLICY INFORMATION

• The accounting policies described below have been applied consistently to all periods presented in these consolidated financial statements unless otherwise stated.

1. Consolidation principles

• The assets, liabilities, revenues and expenses of the subsidiaries are recognized in accordance with the Group's accounting policies. Intercompany transactions and balances are eliminated upon consolidation.

2. Details of the Group

• In addition to the Company, these consolidated financial statements include all subsidiaries of the Company. Subsidiaries are all corporations over which the Company has power, where the Company is exposed to variable returns from the Subsidiary, and it has the ability to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control. The consolidated financial statements present the results of the Company and its subsidiaries as if they formed a single entity, with subsidiaries being fully consolidated from the date on which control is acquired by the Company. They are de-consolidated from the date that control by the Company ceases.

• The subsidiaries of the Company are as follows:

3. Foreign currency translation

• Functional and presentation currency

• The Company's functional and presentation currency is the United States dollar ("$" or "US$"). The functional currency for the Company being the currency of the primary economic environment in which the Company operates. The individual financial statements of each of the Company's wholly owned subsidiaries are prepared in the currency of the primary economic environment in which it operates (its functional currency).

• Exchange rates published by Oanda were used to translate the THX GV, Argento BF SARL, AFC Constelor SARL and SGL's financial statements into the United States dollar in accordance with IAS 21 The Effects of Changes in Foreign Exchange Rates. This standard requires, on consolidation, that assets and liabilities be translated using the exchange rate at period end, and income, expenses and cash flow items are translated using the rate that approximates the exchange rates at the dates of the transactions (i.e., the average rate for the period). The foreign exchange differences on translation of subsidiaries Thor GV, Argento BF SARL, AFC Constelor SARL and SGL are recognized in other comprehensive income (loss). Exchange differences arising on the net investment in subsidiaries are recognized in other comprehensive income.

• Foreign currency transactions

• Foreign currency transactions are accounted for as follows:

  • Property, plant and equipment, intangible assets and inventories using the rates at the time of acquisition;

  • Other assets and liabilities using the closing exchange rate as at the balance sheet date with translation gains and losses recorded in other income/expense; and

  • Income and expenses using the average exchange rate for the period, except for expenses that relate to non-monetary assets and liabilities measured at historical rates, which are translated using the same historical rate as the associated non-monetary assets and liabilities are translated into the functional currency using the exchange rates prevailing on the dates of the transactions.

4. Financial instruments

• Financial assets

• The Group classifies its financial assets into one of the categories discussed below, depending on the purpose for which the asset was acquired. The Group's accounting policy for each category is as follows:

• Fair value through profit or loss

• This category comprises in-the-money derivatives and out-of-money derivatives where the time value offsets the negative intrinsic value (see "Financial liabilities" section for out-of-money derivatives classified as liabilities). Other than derivative financial instruments which are not designated as hedging instruments, the Group does not have any assets held for trading nor does it voluntarily classify any financial assets as being at fair value through profit or loss.

• Amortized cost

• These assets arise principally from the provision of goods to customers (e.g., trade receivables), but also incorporate other types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They are initially recognized at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortized cost using the effective interest rate method, less provision for impairment.

• Impairment provisions for current and non-current trade receivables are recognized based on the simplified approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. During this process the probability of non-payment of the trade receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade receivables. For trade receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being recognized in profit or loss. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

• The Group's financial assets measured at amortized cost comprise cash, amounts receivable as well as prepaid expenses, advances and deposits in the consolidated statement of financial position. Cash includes cash on hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less.

• Derivative financial instruments

• Derivatives are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently re-measured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss, within revenue if related to gold sales, immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

• There were no derivatives that qualified for hedge accounting for the year ended December 31, 2025 and 2024.

• Financial liabilities

• The Group classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was acquired. The Group's accounting policy for each category is as follows:

• Fair value through profit or loss

• This category comprises out-of-the-money derivatives where the time value does not offset the negative intrinsic value (see "Financial assets" for in-the-money derivatives and out-of-money derivatives where the time value offsets the negative intrinsic value). They are carried in the consolidated statement of financial position at fair value with changes in fair value recognized in the consolidated statements of comprehensive income. The Group does not hold or issue derivative instruments for speculative purposes, but for hedging purposes. Other than these derivative financial instruments, the Group does not have any liabilities held for trading nor has it designated any financial liabilities as being at fair value through profit or loss.

• In addition to the derivatives described above, the Group's gold stream liability, presented in prior periods, was classified as a financial liability at fair value through profit or loss, with changes in fair value recognized in profit or loss. This liability was fully settled during the current year and is no longer outstanding at the reporting date.

• Other financial liabilities

• Other financial liabilities include the following items:

• Loans and borrowings are initially recognized at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest-bearing liabilities are subsequently measured at amortized cost using the effective interest rate method, which 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 statement of financial position. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

• Accounts payable and other short-term monetary liabilities are initially recognized at fair value and subsequently carried at amortized cost using the effective interest method.

• Gold Stream arrangement

• On April 29, 2020, the Group announced the completion of financing requirements for the development of the Segilola Gold Project in Nigeria. The financing included a $21.0 million gold stream prepayment pursuant to a Gold Stream Arrangement ("GSA") entered into with the Africa Finance Corporation ("AFC").

• Under the terms of the GSA an advance payment of $21.0 million was received. Upon the commencement of production at Segilola the AFC had the right to receive 10.27% of gold produced from the Group's ML41 mining license. Once the initial liability has been repaid in full any further gold production will be delivered under the terms of the GSA up to the money multiple limit of 2.25 times the initial advance. The total maximum amount payable to the AFC under this agreement is $47.25 million including the repayment of the initial $21.0 million advance. The advanced payment has been recorded as a contract liability based on the facts and terms of the arrangement and own use exemptions considerations.

• The maximum $26.25 million payable, after the initial $21.0 million has been settled, has been identified as a significant financing component. The deemed interest rate is calculated at inception, using the production plan and gold price estimates and released over the term of the arrangement as interest expense in the income statement upon commencement of production. The deemed interest rate is recalculated at each reporting period and restated based on changes to the expected production profile and gold price estimates.

• In December 2021, the Group entered into a cash settlement agreement with the AFC where the gold sold to the AFC is settled in a net-cash sum payable to the AFC instead of delivery of bullion for repayment of the gold stream arrangement. Therefore, the liability is accounted for in accordance with IFRS 9 whereby the liability is classified as a financial liability measured at fair value through profit or loss. The fair value measurement for the GSA is considered to be a level 3 under the hierarchy established by IFRS 13 for the years ended December 31 2025 and 2024.

5. Property, plant and equipment

• Motor Vehicles, Plant and Machinery and Office Furniture

• At acquisition, the Group records Motor Vehicles, Plant and Machinery and Office Furniture at cost, including all expenditures incurred to prepare an asset for its intended use. These expenditures consist of: the purchase price; brokers' commissions; and installation costs including architectural, design and engineering fees, legal fees, survey costs, site preparation costs, freight charges, transportation insurance costs, duties, testing and preparation charges. These are depreciated on a straight-line basis over their expected useful life, which commences when the assets are considered available for use. Once buildings, plant and machinery are considered available for use, they are measured at cost less accumulated depreciation and applicable impairment losses. Depreciation on machinery utilized in the development of assets, including exploration assets, is recapitalized as development costs attributable to the related asset.

• Mineral Properties

• Mineral properties consist of the Segilola Mine depletable and non-depletable assets. In addition, the Group incurs project costs which are generally capitalized when the expenditures result in a future benefit.

• In open-pit mining, overburden and waste materials must be removed to access ore that can be economically extracted. This process, known as stripping, involves two main phases: pre-production stripping and production stripping.

• Pre-production stripping costs are capitalized as open-pit mine development costs until the mine reaches commercial production. Afterward, these costs are either allocated to inventory or capitalized as property, plant, and equipment if they provide future benefits.

• During the production phase, stripping costs are typically treated as part of inventory costs unless they enhance future economic benefits. These benefits arise when stripping improves access to an ore component, increases the mine's fair value, or extends its productive life. In such cases, the costs are capitalized as open-pit mine development costs.

• Capitalized stripping costs are depreciated using the units-of-production (UOP) method, based on estimated gold reserves in the life-of-mine (LOM) plan that are probable for economic extraction.

• The carrying amounts of Segilola mine assets are depleted using the units-of-production method as follows:

  • Open-pit mining assets are depleted based on ounces of ore extracted; and

  • Processing plant and related infrastructure are depreciated based on ounces of gold produced.

• Management reviews the estimated total recoverable ounces at least annually and whenever events or changes in circumstances indicate that a revision may be required.

• During the year ended December 31, 2025, Management updated certain inputs and the basis of allocation used in the unit-of-production calculation for mine assets and processing plant to better reflect the pattern of consumption of economic benefits. This change in accounting estimate resulted in an increase in depletion and depreciation expense of $12.4 million in 2025, with a corresponding impact on future periods.

• Assets under construction

• Assets under construction comprise development projects and assets in the course of construction at both the mine development and production phases.

• Development projects comprise interests in mining projects where the ore body is considered commercially recoverable, and the development activities are ongoing. Expenditures incurred on a development project are recorded at cost, less applicable accumulated impairment losses. Interest on borrowings, incurred for the purpose of the establishment of mining assets, is capitalized during the construction phase.

• The cost of an asset in the course of construction comprises its purchase price and any costs directly attributable to bringing it into working condition for its intended use, at which point it is transferred from assets under construction to other relevant categories and depreciation commences. Depreciation commences once the asset is complete, commissioned and available for use.

6. Exploration and evaluation expenditures

• Acquisition costs

• The fair value of all consideration paid to acquire an unproven mineral interest is capitalized, including amounts due under option agreements. Consideration may include cash, loans or other financial liabilities, and equity instruments including common shares and share purchase warrants.

• Exploration and evaluation expenditures

• All costs incurred prior to obtaining legal title are expensed in the consolidated statements of comprehensive income in the year in which they are incurred. Once the legal right to explore a property has been acquired, costs directly related to exploration and evaluation expenditures are recognized and capitalized, in addition to the acquisition costs. These direct expenditures include such costs as materials used, surveying costs, drilling costs, payments made to contractors and depreciation on plant and machinery during the exploration phase. Costs not directly attributable to exploration and evaluation activities, including general administrative overhead costs, are expensed in the year in which they occur.

• When a project is deemed to no longer have commercially viable prospects to the Group, exploration and evaluation assets in respect of that project are deemed to be impaired. As a result, those exploration and evaluation assets, in excess of estimated realisable value, are written off to the consolidated statements of comprehensive income.

• At such time as commercial feasibility is established, project finance has been raised, appropriate permits are in place and a development decision is reached, the costs associated with that property will be transferred to and re-categorized as Assets under construction.

• Farm-in agreements

• As is common practice in the mineral exploration industry, the Group may acquire or dispose of all, or a portion of, an exploration and evaluation asset under a farm-in agreement. Farm-in agreements typically call for the payment of cash, issue of shares and/or incurrence of exploration and evaluation costs over a period of time, often several years, entirely at the discretion of the party farming-in. The Group recognizes amounts payable under a farm-in agreement when the amount is due and when the Group has no contractual rights to avoid making the payment. The Group recognizes amounts receivable under a farm-in agreement only when the party farming-in has irrevocably committed to the transfer of economic resources to the Group, which often occurs only when the amount is received.

• Amounts received under farm-in agreements reduce the capitalized costs of the optioned unproven mineral interest to nil and are then recognized as income.

7. Impairment of non-current assets

• Impairment tests for non-current assets are performed when there is an indication of impairment. At each reporting date, an assessment is made to determine whether there are any indications of impairment. Prior to carrying out impairment reviews, the significant cash generating units are assessed to determine whether they should be reviewed under the requirements of IAS 36 - Impairment of Assets for property plant and equipment, or IFRS 6 - Exploration for and Evaluation of Mineral Resources for capitalized exploration costs.

• Impairment reviews performed under IAS 36 are carried out when indicators of impairment are identified to ensure that the value recognized on the Statement of Financial Position is not greater than the recoverable amount. Recoverable amount is defined as the higher of an asset's fair value less costs of disposal, and its value in use.

• Impairment reviews performed under IFRS 6 are carried out on a project-by-project basis, with each project representing a potential single cash generating unit. An impairment review is undertaken when indicators of impairment arise; typically, when one of the following circumstances applies:

• (i) sufficient data exists that render the resource uneconomic and unlikely to be developed

• (ii) title to the asset is compromised

• (iii) budgeted or planned expenditure is not expected in the foreseeable future

• (iv) insufficient discovery of commercially viable resources leading to the discontinuation of activities

• If any indication of impairment exists, an estimate of the non-current asset's recoverable amount is calculated. The recoverable amount is determined as the higher of fair value less direct costs to sell and the asset's value in use. If the carrying value of a non-current asset exceeds its recoverable amount, the asset is impaired, and an impairment loss is charged to the consolidated statements of comprehensive income so as to reduce the carrying amount of the non-current asset to its recoverable amount.

8. Income Tax Accounting Policy

• Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case they are recognized in other comprehensive income or directly in equity.

• Current income tax is based on taxable earnings for the year. The tax rates and tax laws to compute the amount payable are those that are substantively enacted in each tax regime at the date of the statement of financial position.

• Deferred income tax is recognized, using the liability method, on temporary differences between the carrying value of assets and liabilities in the statement of financial position, unused tax losses, unused tax credits and the corresponding tax bases used in the computation of taxable earnings, based on tax rates and tax laws that are substantively enacted at the date of the statement of financial position and are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled.

• Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, and interests in joint ventures, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future.

• Deferred tax assets are recognized for all deductible temporary differences to the extent that the realization of the related tax benefit through future taxable earnings is probable.

• Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset the current tax assets against the 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.

• Accounting Estimates and Judgments: Recognition of Deferred Income Tax Assets

• In assessing the probability of realizing income tax assets recognized, management makes estimates related to expectations of future taxable income, applicable tax 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. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified.

• Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. Forecasted cash flows from operations are based on life of mine projections internally developed, reviewed by management and are consistent with the forecasts utilized for business planning and impairment testing purposes. Weight is attached to tax planning opportunities that are within the Company's control, and are feasible and implementable without significant obstacles. 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. Where applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates can occur that materially affect the amounts of income tax assets recognized. At the end of each reporting period, the Company reassesses recognized and unrecognized income tax assets.

9. Revenue recognition

• The Group enters into sales contracts for the sale of gold at a pre-determined and agreed price with customers who remit the cash proceeds to the Group in up to two working days. Any advance cash payment received is treated as a contract liability without a significant financing component. The Group recognizes the sale upon delivery at which point control of the product has been transferred to the customers. Transfer of control generally occurs when the refined gold is made available to the customer and credited to the customer's metal account, in accordance with the terms of the relevant sales agreement. Revenue is measured based on the consideration to which the Group expects to be entitled under the terms of the agreement with the customers.

10. Royalties

• The Group has royalty payment obligations from production from its Segilola Gold Mine in Nigeria. A royalty is payable to the Nigerian government at a rate of 32,436 Nigerian Naira, equivalent to approximately $21.40 (May 1, 2024 to July 1, 2025:16,218 Nigerian Naira) per ounce produced. The royalty is paid before the doré is exported from Nigeria for refining. Royalties paid to the Nigerian government are recognized as cost of sales in the consolidated statements of comprehensive income at the point that the gold is exported.

11. Inventory

• Plant spares and consumables are stated at the lower of cost and net realizable value. The cost of plant spares and consumables include expenditure incurred in acquiring the inventories and bringing them to their existing location and condition.

• Gold bullion, doré, gold in CIL and gold ore in stockpile are all valued at the lower of weighted average production costs and net realizable value. Production costs include the cost of direct material purchases, labor, production overheads and depreciation/depletion of mine PP&E.

• Ore extracted from the mine is stockpiled and subsequently processed into gold doré which is then sold as refined gold bullion. The cost of gold ore in stockpile is increased based on the related current production costs for the period and decreases in gold ore in stockpiles are charged to cost of sales using the weighted average cost per ounce.

• Production costs are capitalized and included in gold in CIL inventory based on the current mining costs incurred up to the point prior to the doré and refining processes, including applicable overhead, depreciation/depletion of mine PP&E, and removed at the weighted average production cost per recoverable ounce of gold.

• The production costs of gold doré and bullion represent the weighted average cost of gold in CIL incurred prior to the pouring process, plus applicable refining and transportation costs. Gold ore in stockpiles are classified as non-current if the timing of their planned usage is longer than 12 months.

12. Basic and diluted income or loss per share

• Earnings per share calculations are based on the weighted average number of common shares issued and outstanding during the period. Diluted earnings per share is calculated using the treasury stock method, whereby the proceeds from the exercise of potentially dilutive common shares with exercise prices that are below the average market price of the underlying shares are assumed to be used in purchasing the Company's common shares at their average market price for the period.

13. Comprehensive income (loss)

• Comprehensive income (loss) is defined as the change in equity from transactions and other events from non-owner sources. Other comprehensive income refers to items recognized in comprehensive income (loss) that are excluded from net earnings (loss). The main element of comprehensive income (loss) is the foreign exchange effect of translating the financial statements of the subsidiaries from local functional currencies into US dollars upon consolidation. Movements in the exchange rates of the Canadian Dollar, Pound Sterling, Nigerian Naira and West African Franc to the US dollar will generate gains and/or losses that affect the consolidated statements of comprehensive income.

14. Share-based payments

• Where options are awarded for services, the fair value at the grant date of equity-settled share awards is either charged to income or loss, or capitalized to assets under construction where the underlying personnel cost is also capitalized, over the period for which the benefits of employees and others providing similar services are expected to be received. The corresponding accrued entitlement is recorded in the Options reserve. The amount recognized as an expense is adjusted to reflect the number of share options expected to vest. Where warrants are awarded in connection with the issue of common shares the fair value, at the grant date, is transferred from common shares with the corresponding accrued entitlement recorded in the share purchase warrants reserve. The fair value of options and warrants awards is calculated using the Black-Scholes option pricing model which considers the following factors:

• When equity instruments are modified, if the modification increases the fair value of the award, the additional cost must be recognized over the period from the modification date until the vesting date of the modified award.

15. Decommissioning, site rehabilitation and environmental costs

• The Group is required to restore mine and processing sites at the end of their producing lives to a condition acceptable to the relevant authorities and consistent with the Group's environmental policies. The net present value of estimated future rehabilitation costs is provided for in the consolidated financial statements and capitalized within property, plant and equipment on initial recognition. The capitalized cost is amortized on a unit of production basis. Unwinding of the discount is recognized as finance cost in the consolidated statements of comprehensive income as it occurs. Changes in estimates are dealt with on a prospective basis as they arise. The costs of on-going programs to prevent and control pollution and to rehabilitate the environment are charged to profit or loss as incurred.

16. Leases

• Lease liabilities

• On inception, the lease liability is recognized as the present value of the expected future lease payments, discounted using the interest rate implicit in the lease. Lease payments included in the lease liability consist of each of the following:

  • Fixed payments, including in-substance fixed payments;

  • Payments whose variability is dependent only upon an index or a rate, measured initially using the index or rate at the lease commencement date. The lease liability is revalued when there is a change in future lease payments arising from a change in an index or rate

  • Any amounts expected to be payable under a guarantee of residual value

• The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change to the forecast lease payments. When the lease liability is remeasured, an adjustment is made to the corresponding right-of-use asset.

• Leased right-of-use assets

• Leased right-of-use assets are included within Right-of-use assets, and on inception of the lease are recognized at the amount of the corresponding lease liability, adjusted for any lease payments made at or before the lease commencement date, plus any direct costs incurred and an estimate of costs for dismantling, removing, or restoring the underlying asset and less any lease incentives received.

• Right-of-use assets relating to mining fleet and operational equipment are depreciated using the units-of-production method, which reflects the pattern in which the economic benefits of the assets are consumed over the life of the mine. Other right-of-use assets are depreciated on a straight-line basis over the lease term or, if shorter, the useful life of the underlying asset.

• The Group has elected not to recognize right-of-use assets and lease liabilities for leases which have low value, or short-term leases with a duration of 12 months or less. The payments associated with such leases are charged directly to the income statement on a straight-line basis over the lease term. There were no such leases for the years ended December 31, 2025 and 2024.

17. Contingent liabilities

• Contingent liabilities are possible obligations whose existence will be confirmed by uncertain future events that are not wholly within the control of the Group.

• Contingent liabilities also include obligations that are not recognized because their amount cannot be measured reliably or because settlement is not probable. Contingent liabilities do not include provisions for which it is certain that the Group has a present obligation that is more likely than not to lead to an outflow of cash or other economic resources, even though the amount or timing is uncertain.

• Unless the possibility of an outflow of economic resources is remote, a contingent liability is disclosed in the notes to the consolidated financial statements.

18. Dividends

• Dividends are recognized when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared by the Board and physically paid to shareholders. For final dividends, this is when approved by the shareholders at the annual general meeting ("AGM").

19. Application of new and revised International Financial Reporting Standards

• In the current year, the Group has applied a number of amendments to IFRS Accounting Standards issued by the International Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on or after 1 January 2025. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.

  • Amendments to IAS 21 - Lack of Exchangeability

20. Standards issued but not yet effective

• The following new standards and amendments to existing standards have been issued by the International Accounting Standards Board ("IASB") but are not yet effective for the year ended December 31, 2025 and have not been early adopted by the Company. The Company is currently assessing the impact of these standards and amendments on its consolidated financial statements.

• IFRS 18 - Presentation and Disclosure in Financial Statements

• In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements, which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces new requirements for:

  • Classification of income and expenses into defined categories (operating, investing and financing) in the statement of profit or loss;

  • Presentation of specified subtotals;

  • Enhanced disclosure of management-defined performance measures; and

  • New principles for aggregation and disaggregation of information.

  • IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, with retrospective application required.

• As an operating mining company, the Company expects IFRS 18 will primarily impact the presentation of operating results, including classification of items such as royalties, foreign exchange gains and losses, rehabilitation accretion, and finance costs. While IFRS 18 is not expected to impact recognition or measurement of assets and liabilities, it will result in changes to presentation, subtotals and expanded disclosures in the consolidated financial statements.

• Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments

• In May 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7 clarifying the classification of financial assets with certain contractual cash flow features and introducing additional disclosure requirements.

• The amendments are effective for annual reporting periods beginning on or after January 1, 2026.

• The Company holds financial assets and liabilities typical of an operating mining entity, including cash and cash equivalents, trade and other receivables, borrowings and reclamation-related financial guarantees. Management is assessing whether any contractual features of its financial instruments may be impacted by the amendments. Based on the Company's current financial instruments, the amendments are not expected to have a material impact on recognition or measurement but may result in additional disclosures.

• IFRS 19 - Subsidiaries without Public Accountability: Disclosures

• In May 2024, the IASB issued IFRS 19, Subsidiaries without Public Accountability: Disclosures. IFRS 19 permits eligible subsidiaries that do not have public accountability and whose parent prepares consolidated financial statements under IFRS to apply reduced disclosure requirements in their own separate financial statements.

• IFRS 19 is effective for annual reporting periods beginning on or after January 1, 2027, with early application permitted.

• As the Company is a publicly listed entity, IFRS 19 does not apply to the Company's consolidated financial statements. However, certain of the Company's subsidiaries, including operating subsidiaries in Nigeria, may qualify to apply IFRS 19 in their standalone financial statements, subject to local regulatory requirements. Management is assessing whether adoption of IFRS 19 at the subsidiary level would be appropriate and permissible.

• The Company will adopt the above standards and amendments when they become effective. Except as described above, the Company does not currently expect the adoption of these standards to have a material impact on its consolidated financial position, financial performance or cash flows, other than changes in presentation and disclosure, where applicable.