Financial statements
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AVANTI GOLD CORP. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the three months ended July 31, 2026 and 2025 (Expressed in Canadian dollars)
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NOTICE OF NO AUDITOR REVIEW Under National Instrument 51-102, Part 4 subsection 4.3 (3), if an auditor has not performed a review of the unaudited condensed consolidated interim financial statements, they must be accompanied by a notice indicating that the unaudited condensed consolidated interim financial statements have not been reviewed by an auditor. The accompanying unaudited condensed consolidated interim financial statements have been prepared by management and approved by the Audit Committee. The Company’s independent auditors have not performed a review of these condensed consolidated interim financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of condensed consolidated interim financial statements by an entity’s auditor.
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Avanti Gold Corp. Condensed Consolidated Interim Statements of Financial Position As at (Expressed in Canadian dollars) The accompanying notes are an integral part of these condensed consolidated interim financial statements. Page | 3 Note July 31, 2026 April 30, 2026 $ $ ASSETS CURRENT Cash 10,319,886 15,259,819 Tax receivable 18,519 13,235 Prepaid expenses 3 217,964 284,216 Other current assets 13,14 472,293 458,657 Total current assets 11,028,662 16,015,927 NON-CURRENT Property and equipment 5 1,308,273 560,109 TOTAL ASSETS 12,336,935 16,576,036 LIABILITIES CURRENT Accounts payable and accrued liabilities 1,378,103 2,327,396 Related party liabilities 7 8,131 12,712 Deferred consideration 4 2,805,800 2,724,800 TOTAL LIABILITIES 4,192,034 5,064,908 SHAREHOLDERS' EQUITY Share capital 6 61,786,261 59,256,594 Contributed surplus 6 8,793,480 8,655,814 Accumulated other comprehensive income 971,264 965,389 Accumulated deficit (58,413,212) (53,343,181) Attributable to shareholders 13,137,793 15,534,616 Non-controlling interest 9 (4,992,892) (4,023,488) TOTAL SHAREHOLDERS' EQUITY 8,144,901 11,511,128 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 12,336,935 16,576,036 Nature of operations – Note 1 Going concern assumption – Note 1 Acquisition and exploration expenditures – Note 8 Subsequent events – Note 15 Approved on behalf of the Board of Directors on September 24, 2026 “Terry Holohan” Director “Mata Botima” Director
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Avanti Gold Corp. Condensed Consolidated Interim Statements of Loss and Comprehensive Loss For the three months ended July 31 (Expressed in Canadian dollars) The accompanying notes are an integral part of these condensed consolidated interim financial statements. Page | 4 Note 2026 2025 $ $ EXPENSES Acquisition and exploration expenditures 8 3,214,538 4,122 Community relations 8 222,888 - Consulting fees 7 574,102 199,555 Corporate development 8,943 162,707 Depreciation 5 21,535 - Office and miscellaneous 326,405 106,608 Professional fees 7 262,122 68,463 Share-based compensation 6 1,493,404 352,246 Travel expense 236,754 38,701 Loss before other items (6,360,691) (932,402) OTHER ITEMS Interest expense (32,911) (25,950) Interest income 77,048 - Gain on settlement of accounts payable 13 275,518 - Gain (loss) on foreign exchange 125 4,516 Total other items 319,780 (21,434) NET LOSS FOR THE PERIOD (6,040,911) (953,836) OTHER COMPREHENSIVE INCOME (LOSS): Exchange differences on translating foreign operations 7,351 (31,333) NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD (6,033,560) (985,169) Net loss for the period attributable to: Shareholders of the Company (5,070,031) (890,423) Non-controlling interest (970,880) (63,413) (6,040,911) (953,836) Net comprehensive loss for the period attributable to: Shareholders of the Company (5,064,157) (914,452) Non-controlling interest 9 (969,404) (70,717) (6,033,560) (985,169) Basic and diluted loss per share for the period (0.02) (0.01) Weighted average number of common shares outstanding 223,923,196 87,992,273
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Avanti Gold Corp. Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity (Deficiency) For the three months ended July 31, 2026 and 2025 (Expressed in Canadian dollars) The accompanying notes are an integral part of these condensed consolidated interim financial statements. Page | 5 Note Number of common shares Share capital Contributed surplus Accumulated other comprehensive income Accumulated deficit Non- controlling interest Total $ $ $ $ $ $ Balance, April 30, 2025 81,069,977 26,296,706 5,491,690 1,042,878 (40,078,361) (2,668,327) (9,915,414) Units issued for private placement 6 40,000,073 1,400,003 - - - - 1,400,003 Share issuance costs 6 (6,275) - - - - (6,275) Fair value of restricted share’s exercised 6 1,825,000 251,500 (251,500) - - - - Share-based compensation 6 - - 352,246 - - - 352,246 Other comprehensive loss - - - (24,029) - (7,304) (31,333) Net loss for the period - - - - (890,423) (63,413) (953,836) Balance, July 31, 2025 122,895,050 27,941,934 5,592,436 1,018,849 (40,968,784) (2,739,044) (9,154,609) Balance, April 30, 2026 213,980,130 59,256,594 8,655,814 965,389 (53,343,181) (4,023,488) 11,511,128 Fair value of restricted share units exercised 6 3,592,586 1,355,738 (1,355,738) - - - - Warrants exercised 6 18,678,570 1,173,929 - - - - 1,173,929 Share-based compensation 6 - - 1,493,404 - - - 1,493,404 Other comprehensive income - - - 5,875 - 1,476 7,351 Net loss for the period - - - - (5,070,031) (970,880) (6,040,911) Balance, July 31, 2026 236,251,286 61,786,261 8,793,480 971,264 (58,413,212) (4,992,892) 8,144,901
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Avanti Gold Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three months ended July 31, 2026 and 2025 (Expressed in Canadian dollars) Page | 6 Note 2026 2025 $ $ CASH FLOWS FROM OPERATING ACTIVITIES Net loss for the period (6,040,911) (953,836) Items not affecting cash: Interest expense 32,911 - Depreciation 21,535 - Gain on settlement of accounts payable 13 (275,518) - Share-based compensation 6(c)(d) 1,493,404 352,246 Net changes in non-cash working capital accounts Tax receivable (5,284) 16,146 Prepaid expenses 66,252 (93,528) Other current assets 14 (13,636) - Accounts payable and accrued liabilities (650,518) (501,196) Related party liabilities (4,581) 67,269 Net cash used in operating activities (5,376,346) (1,112,899) CASH FLOWS FROM INVESTING ACTIVITY Purchase of property and equipment 5 (749,666) - Net cash used in investing activity (749,666) - CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of common shares 6(b) - 1,400,003 Share issuance costs 6(b) - (6,275) Subscriptions received - 42,000 Proceeds from warrant exercises 6(b) 1,173,929 - Net cash provided by financing activities 1,173,929 1,435,728 Change in cash during the period (4,952,083) 322,829 Effect of foreign exchange on cash 12,150 (24,932) Cash, beginning of the period 15,259,819 14,500 Cash, end of the period 10,319,886 312,397
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Avanti Gold Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three months ended July 31, 2026 and 2025 (Expressed in Canadian dollars) Page | 7 1. NATURE OF OPERATIONS AND GOING CONCERN Avanti Gold Corp. (“AGC” or the “Company”) is a mineral exploration company working on a gold opportunity in the Democratic Republic of the Congo (“DRC”), located in the Fizi territory of South Kivu Province. The Company was incorporated on May 9, 2014, and on September 14, 2020, the Company changed its name from JDF Explorations Inc. to Valorem Resources Inc. and on April 21, 2023, the Company changed its name to Avanti Gold Corp. The Company is a publicly listed company on the Canadian Stock Exchange (“CSE”), trading under the symbol “AGC”, on the Frankfurt Stock Exchange under the symbol “X370” and on the OTCQB Venture Market in the United States under the symbol “AVTGF”. The head office and principal address is located at Suite 1100-1111 Melville Street, Vancouver, British Columbia, V6E 3V6. The registered and records office of the Company is located at Suite 1100-1111 Melville Street, Vancouver, British Columbia, V6E 3V6. The continued operations of the Company are dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of such properties, and the profitable production from or disposition of such properties. Going Concern Assumption These condensed consolidated interim financial statements have been prepared by management on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company is in the process of exploring its exploration properties and it has not yet determined whether the mineral properties contain reserves that are economically recoverable. As at July 31, 2026, the Company had not advanced any properties to commercial production. During the three months ended July 31, 2026, the Company incurred a net loss of $6,040,911 (2025 - $953,836), and comprehensive loss of $6,033,560 (2025 - $985,169) and as of July 31, 2026 had a deficit of $58,413,212 (April 30, 2026 - $53,343,181) and working capital of $6,836,628 (April 30, 2026 - $10,951,019). The Company's ability to continue its operations and to realize its assets at their carrying values is dependent upon obtaining additional financing and generating revenues sufficient to cover its operating costs. These factors form a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. In addition, if the Company is to advance or develop its projects, it will be necessary to obtain additional financing. Although management has been successful in the past in raising capital, there are no assurances that the Company will be successful raising capital in the future. The Company plans to do additional equity raising, when required, in order to obtain funding to meet on-going expenditures. These condensed consolidated interim financial statements do not give effect to any adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.
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Avanti Gold Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three months ended July 31, 2026 and 2025 (Expressed in Canadian dollars) Page | 8 2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION Statement of Compliance to International Financial Reporting Standards These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34 – Interim Financial Reporting. These condensed consolidated interim financial statements do not include all of the information required for annual financial statements and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended April 30, 2026, which were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These condensed consolidated interim financial statements have been prepared following the same accounting policies applied to the Company’s annual audited consolidated financial statements for the year ended April 30, 2026. As at July 31, 2026, there is no change in the Company’s significant accounting policies, and significant accounting judgements, estimates and assumptions unless otherwise noted. These condensed consolidated interim financial statements were approved and authorized for issue by the Board of Directors on September 24, 2026. The preparation of these unaudited condensed consolidated interim financial statements in conformity with IFRS requires the Company’s management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, revenues and expenses. Significant assumptions about the future and other sources of estimation uncertainty that management has made at the statement of financial position date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. Basis of Measurement These condensed consolidated interim financial statements have been prepared using the accrual basis of accounting except for cash flow information. In addition, these consolidated financial statements have been prepared on the historical-cost basis, except for certain financial assets and financial liabilities. Basis of Consolidation These condensed consolidated interim financial statements incorporate the consolidated financial statements of the Company and the entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. All intercompany transactions and balances have been eliminated. The following material companies have been consolidated within these consolidated financial statements: Entity Country of Incorporation Voting Control Functional Currency Casa Mining Ltd. Mauritius 99.43% United States dollar Regency Mining Ltd. Seychelles 100% United States dollar Leda Mining Congo S.A. Congo 73.84% United States dollar MTM Ltd Seychelles 100% United States dollar 1286492 BC Ltd. Canada 100% Canadian dollar
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Avanti Gold Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three months ended July 31, 2026 and 2025 (Expressed in Canadian dollars) Page | 9 2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION Basis of Consolidation (continued) During the three months ended July 31, 2026, certain regulatory developments occurred that may affect the ownership structure of the Company’s subsidiary in the DRC. As these developments had not become legally effective as at July 31, 2026, no adjustment has been made to these condensed consolidated interim financial statements. Management is currently in discussions with the DRC government regarding the timing of implementation and the legal effective date has not yet been determined. New accounting standards issued but not yet effective In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements which will replace IAS 1 Presentation of financial statements and includes requirements for all entities applying IFRS Accounting Standards for the presentation and disclosure of information in the financial statements. IFRS 18 will introduce new totals, subtotals, and categories for income and expenses in the statement of income, as well as requiring disclosure about management defined performance measures and additional requirements regarding the aggregation and disaggregation of certain information. IFRS 18 will be effective on January 1, 2027, with earlier adoption permitted, and it must be adopted on a retrospective basis. The Company is currently evaluating the impact on its consolidated financial statements. Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements. 3. PREPAID EXPENSES July 31, 2026 $ April 30, 2026 $ Insurance 7,058 12,855 Legal - 15,000 Consulting fees 10,900 29,400 Corporate developments 34,553 31,476 Advances to suppliers 161,105 103,522 Other 4,348 91,963 Total 217,964 284,216 4. DEFERRED CONSIDERATION The Company’s subsidiary, Casa Mining Ltd., entered into a share repurchase agreement with Tremont Master Holdings. The Company repurchased and cancelled all of the 2,271,265 class “A” shares held by Tremont Master Holdings. As consideration, the Company agreed to pay US $2,000,000 by January 2020. As at July 31, 2026, the Company is in negotiation to settle this balance of $2,805,800 (April 30, 2026 - $2,724,800).
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Avanti Gold Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three months ended July 31, 2026 and 2025 (Expressed in Canadian dollars) Page | 10 5. PROPERTY AND EQUIPMENT As at July 31, 2026, the Company’s camp structures had not yet been available for use in the manner intended by management. Accordingly, no depreciation has been recognized. 6. SHARE CAPITAL a) Authorized share capital Unlimited number of voting common shares without par value. b) Issued and outstanding As at July 31, 2026, the Company had 236,251,286 common shares outstanding (April 30, 2026 - 213,980,130). See Note 15 for subsequent issuances of shares. Cost Camp Structures $ Furniture and Equipment $ Vehicles $ Total $ Balance, April 30, 2025 - - - - Additions 181,752 23,922 354,435 560,109 Balance, April 30, 2026 181,752 23,922 354,435 560,109 Additions 137,823 213,866 397,977 749,666 Effects of foreign exchange 6,044 1,704 12,385 20,133 Balance, July 31, 2026 325,619 239,493 764,796 1,329,908 Accumulated Depreciation Balance, April 30, 2026 and 2025 - - - - Depreciation - 5,094 16,441 21,535 Effects of foreign exchange 24 76 100 Balance, July 31, 2026 - 5,118 16,517 21,635 Net Book Value Balance, April 30, 2025 - - - - Balance, April 30, 2026 181,752 23,922 354,435 560,109 Balance, July 31, 2026 325,619 234,375 748,279 1,308,273
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Avanti Gold Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three months ended July 31, 2026 and 2025 (Expressed in Canadian dollars) Page | 11 6. SHARE CAPITAL (continued) c) Issued and outstanding (continued) Share issuances during the three months ended July 31, 2026 During the three months ended July 31, 2026, the Company issued 18,678,570 common shares pursuant to exercise of warrants for gross proceeds of $1,173,929 as follows: Date of issuance Number of common shares issued Gross proceeds $ May 7, 2026 2,857,143 142,857 May 12, 2026 285,714 14,286 May 27, 2026 5,714,286 285,714 June 15, 2026 228,571 11,429 June 17, 2026 4,285,714 214,286 June 23, 2026 1,600,000 320,000 July 2, 2026 1,428,571 71,429 July 6, 2026 285,714 14,286 July 8, 2026 57,143 2,857 July 8, 2026 571,429 28,571 July 17, 2026 828,571 41,429 July 17, 2026 535,714 26,785 18,678,570 1,173,929 During the three months ended July 31, 2026, the Company issued 3,592,586 common shares pursuant to the exercise of restricted share units (“RSUs”) as follows: Date of issuance Number of common shares issued Fair value transferred from contributed surplus to share capital $ May 14, 2026 400,000 176,000 May 14, 2026 450,000 198,000 May 19, 2026 83,334 36,667 June 1, 2026 325,917 143,405 June 15, 2026 166,667 73,333 July 10, 2026 666,667 293,333 July 27, 2026 1,166,667 280,000 July 27, 2026 166,667 73,333 July 27, 2026 166,667 81,667 Total 3,592,586 1,355,738
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Avanti Gold Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three months ended July 31, 2026 and 2025 (Expressed in Canadian dollars) Page | 12 6. SHARE CAPITAL (continued) c) Issued and outstanding (continued) Share issuances during the year April 30, 2026 i. In October 2025, the Company issued 50,000,000 units of the Company at a price of $0.50 per unit for aggregate gross proceeds of $25,000,000. Each unit consists of one common share and one half of one share purchase warrant, exercisable into one common share each at $0.65 for a period of three years. In connection with this financing, 2,018,000 brokers special warrants were issued. Each broker special warrant is exercisable into one common share at a price of $0.50 plus one half of one broker warrant for a period of 18 months. Each broker warrant is exercisable into one common share of the Company at a price of $0.65 for three years. The Company incurred share issuance costs of $1,394,326 settled in cash. ii. In July 2025, the Company closed a non-brokered private placement of 40,000,073 units at $0.035 per unit for gross proceeds of $1,400,003. Each unit consisted of one common share and one share purchase warrant exercisable at $0.05 per share for twelve months. The warrants were valued at $nil using the residual value method. The Company incurred share issuance costs of $6,275 settled in cash. iii. During the year ended April 30, 2026, the Company issued 3,177,657 common shares pursuant to exercise of stock options for gross proceeds of $1,552,455 as follows: Date of issuance Number of common shares issued Gross proceeds $ September 24, 2025 500 255 October 7, 2025 235,000 51,700 March 9, 2026 300,000 153,000 March 13, 2026 100,000 51,000 March 16, 2026 220,000 112,200 March 17, 2026 580,000 295,800 March 19, 2026 1,242,157 633,500 March 20, 2026 500,000 255,000 Total 3,177,657 1,552,455
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Avanti Gold Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three months ended July 31, 2026 and 2025 (Expressed in Canadian dollars) Page | 13 6. SHARE CAPITAL (continued) c) Issued and outstanding (continued) iv. During the year ended April 30, 2026, the Company issued 13,941,670 common shares pursuant to the exercise of restricted share units as follows: Date of issuance Number of common shares issued Fair value transferred from contributed surplus to share capital $ April 29, 2026 790,750 387,467 March 30,2026 333,334 146,667 March 16, 2026 420,834 185,167 March 12, 2026 187,500 95,625 March 11, 2026 83,333 36,667 March 1, 2026 1,350,000 424,000 February 24, 2026 450,000 198,000 February 20, 2026 725,917 319,403 February 2, 2026 2,650,000 666,333 December 4, 2025 83,334 36,667 October 28, 2025 250,000 25,000 October 16, 2025 108,334 47,667 October 2, 2025 1,333,334 133,333 October 1, 2025 100,000 44,000 September 29, 2025 125,000 27,500 September 24, 2025 83,334 8,334 September 18, 2025 375,000 82,500 August 20, 2025 2,666,666 266,666 July 31, 2025 1,000,000 100,000 July 19, 2025 250,000 25,000 July 18, 2025 125,000 27,500 July 7, 2025 450,000 99,000 Total 13,941,670 3,382,496
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Avanti Gold Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three months ended July 31, 2026 and 2025 (Expressed in Canadian dollars) Page | 14 6. SHARE CAPITAL (continued) c) Issued and outstanding (continued) v. During the year ended April 30, 2026, the Company issued 25,036,025 common shares pursuant to exercise of warrants for gross proceeds of $1,728,515 as follows: Date of issuance Number of common shares issued Gross proceeds $ August 7, 2025 369,500 73,900 August 11, 2025 590,500 118,100 August 12, 2025 800,000 160,000 November 18, 2025 143,000 7,150 January 15, 2026 285,716 14,286 January 28, 2026 2,142,857 107,143 February 19, 2026 428,500 21,425 February 20, 2026 54,600 35,490 February 24, 2026 142,857 7,143 March 5, 2026 8,602,488 448,759 March 10, 2026 252,250 163,963 March 17, 2026 7,142,857 357,143 April 13, 2026 1,000,000 50,000 April 17, 2026 587,929 39,296 April 21, 2026 350,000 17,500 April 27, 2026 2,142,971 107,217 Total 25,036,025 1,728,515 vi. During the year ended April 30, 2026, the Company issued 754,728 common shares pursuant to exercise of broker special warrants for gross proceeds of $377,364 as follows: Date of issuance Number of common shares issued Gross proceeds $ March 10, 2026 504,500 252,250 March 17, 2026 250,000 125,000 April 2, 2026 228 114 Total 754,728 377,364 d) Stock options In November 2022, the Company approved a Stock Option Plan which authorizes the Directors to grant options to directors, officers, key employees and others who are in a position to contribute to the future success and growth of the Company. Options granted under the plan have a maximum term of ten years and typically vest on the grant date or at terms to be determined by the directors at the time of grant.
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Avanti Gold Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three months ended July 31, 2026 and 2025 (Expressed in Canadian dollars) Page | 15 6. SHARE CAPITAL (continued) d) Stock options (continued) The following is a summary of the Company’s stock option activity: Number of stock options Weighted average exercise price $ Balance, April 30, 2025 6,017,857 0.70 Issued 7,049,450 0.53 Exercised (3,177,657) 0.49 Expired (1,214,486) 0.85 Cancelled (1,904,000) 0.51 Balance, April 30, 2026 6,771,164 0.65 Expired (125,714) 10.15 Balance, July 31, 2026 6,645,450 0.47 Exercisable, April 30, 2025 5,584,107 0.73 Exercisable, April 30, 2026 3,249,164 0.76 Exercisable, July 31, 2026 3,123,450 0.38 As of July 31, 2026, the Company had stock options outstanding to acquire common shares of the Company as follows: Expiry date Number of stock options Weighted average life Exercise Price $ October 29, 2028 4,545,450 2.25 0.51 February 8, 2029 1,500,000 2.53 0.22 April 22, 2029 600,000 2.73 0.74 Total 6,645,450 2.36 0.47
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Avanti Gold Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three months ended July 31, 2026 and 2025 (Expressed in Canadian dollars) Page | 16 6. SHARE CAPITAL (continued) d) Stock options (continued) On October 29, 2025, the Company granted 6,449,450 stock options (“Options”) to directors and officers of the Company. The Options are exercisable at $0.51 per common share for a period of three years from the grant date and expire on October 29, 2028. Of the total Options granted, 449,450 vested immediately, with the remaining Options vesting at a rate of 25% every six months thereafter. On April 22, 2026, 1,904,000 of these options were cancelled. The Options had an estimated fair value of $1,906,972, determined using the Black-Scholes option pricing model with the following assumptions: Risk free interest rate 2.53% Expected life (years) 3 Expected dividend yield 0% Expected volatility 167.7% Share price $0.49 Exercise price $0.51 Fair value $0.42 On April 22, 2026, the Company granted 600,000 stock options (“Options”) to directors of the Company. The Options are exercisable at $0.74 per common share for a period of three years from the grant date and expire on April 22, 2029. The Options vested 25% immediately upon grant, with the remaining 75% vesting in equal 25% increments every six months thereafter. The Options had an estimated fair value of $360,145, determined using the Black-Scholes option pricing model with the following assumptions: Risk free interest rate 2.91% Expected life (years) 3 Expected dividend yield 0% Expected volatility 148.8% Share price $0.74 Exercise price $0.74 Fair value $0.60 During the three months ended July 31, 2026, the Company recognized share-based compensation expenses of $315,469 related to the Options (2025 - $nil). e) Restricted share units (“RSUs”) The following is a summary of the Company’s RSUs activity: Number of RSUs Balance, April 30, 2025 7,995,834 Granted 22,314,250 Exercised (13,941,670) Cancelled (616,000) Balance, April 30, 2026 15,752,414 Exercised (3,592,586) Balance, July 31, 2026 12,159,828 Exercisable, April 30, 2025 5,179,167 Exercisable, April 30, 2026 6,417,581 Exercisable, July 31, 2026 4,016,661
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Avanti Gold Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three months ended July 31, 2026 and 2025 (Expressed in Canadian dollars) Page | 17 6. SHARE CAPITAL (continued) e) Restricted share units As at July 31, 2026, the Company had RSUs outstanding to acquire common shares of the Company as follows: Expiry date Number of RSUs Weighted average life February 8, 2027 500,000 0.53 August 25, 2027 100,000 1.07 October 29, 2028 2,298,834 2.25 April 22, 2029 2,400,000 2.73 September 11, 2030 6,860,994 4.12 Total 12,159,828 3.32 On April 22, 2026, the Company granted 2,400,000 RSUs to director of the Company under its Omnibus Equity Incentive Plan and subject to continued service with the Company. Once vested, each RSU represents the right to receive one common share of the of the Company or the equivalent cash value thereof at the Company’s discretion. These RSUs vest in four equal instalments: 25% immediately; 25% on October 22, 2026, 25% on April 30, 2027, and 25% on October 22, 2027. On February 25, 2026, the Company granted 100,000 RSUs to a consultant of the Company under its Omnibus Equity Incentive Plan and subject to continued service with the Company. Once vested, each RSU represents the right to receive one common share of the of the Company or the equivalent cash value thereof at the Company’s discretion. These RSUs vest 50% immediately; 25% on May 25, 2026, 25% on August 25, 2026. On October 29, 2025, the Company issued a total of 3,872,250 RSUs to certain directors, officers, and consultants under its Omnibus Equity Incentive Plan and subject to the consultants’ continued service with the Company. Once vested, each RSU represents the right to receive one common share of the Company or the equivalent cash value thereof at the Company’s discretion. The RSUs vest in three equal instalments: 33% on April 29, 2026, 33% on October 29, 2026, and 33% on April 29, 2027. On April 22, 2026, 616,000 of these RSUs were cancelled. On September 11, 2025, the Company issued a total of 12,442,000 RSUs to certain directors, officers, and consultants under its Omnibus Equity Incentive Plan and subject to the consultants’ continued service with the Company. Once vested, each RSU represents the right to receive one common share of the Company or the equivalent cash value thereof at the Company’s discretion. The RSUs vest in three equal instalments: 33% immediately; 33% on March 11, 2026 and 33% on September 11, 2026. On July 18, 2025, the Company issued a total of 3,500,000 RSUs to certain consultants under its Omnibus Equity Incentive Plan and subject to the consultants’ continued service with the Company. Once vested, each RSU represents the right to receive one common share of the Company or the equivalent cash value thereof at the Company’s discretion. The RSUs vest in three equal instalments: 33% immediately; 33% on January 18, 2026 and 33% on July 18, 2026. On September 25, 2024, the Company issued a total of 6,500,000 RSUs to certain consultants of the Company in accordance with the Company’s Omnibus Equity Incentive Plan and subject to the consultants’ continued service with the Company. Once vested, each RSU represents the right to receive one common share of the Company or the equivalent cash value thereof at the Company’s discretion. The RSUs vest in three equal installments: 33% immediately; 33% on March 25, 2025 and 33% on September 25, 2025. During three months ended July 31, 2026, the Company recorded share-based compensation of $1,177,935 related to the RSUs (2025 - $352,246).
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Avanti Gold Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three months ended July 31, 2026 and 2025 (Expressed in Canadian dollars) Page | 18 6. SHARE CAPITAL (continued) f) Share purchase warrants The following is a summary of the Company’s warrant activity: Number of warrants Weighted average exercise price $ Balance, April 30, 2025 4,099,000 0.20 Granted 65,377,437 0.28 Exercised (25,036,025) 0.07 Balance, April 30, 2026 44,440,412 0.40 Exercised (18,678,570) 0.06 Balance, July 31, 2026 25,761,842 0.64 As at July 31, 2026, the Company had warrants outstanding and exercisable to acquire common shares of the Company as follows: Expiry date Number of warrants Weighted average life Exercise Price $ August 20, 2026 739,000 0.03 0.20 October 23, 2028 24,897,842 2.23 0.65 October 30, 2028 (Note 6(f)) 125,000 2.25 0.65 Total 25,761,842 2. 17 0.64 g) Broker special warrants During the year ended April 30, 2026, the Company issued 2,018,000 special warrants to brokers. Each broker special warrant is exercisable at $0.50 into one common share and one-half of one broker warrant for a period of eighteen months from the date of issuance. Each broker warrant is exercisable at $0.65 into one common share of the Company for a period of three years. The 2,018,000 broker special warrants had a fair value of $756,508 based on the Black-Scholes model using the following assumptions: Risk free interest rate 2.36% Expected life (years) 1.5 Expected dividend yield 0% Expected volatility 186% Share price $0.50 Exercise price $0.50 Fair value $0.37 The following is a summary of the Company’s broker special warrant activity: Number of broker special warrants Weighted average exercise price $ Balance, April 30, 2025 - - Granted 2,018,000 0.50 Exercised (754,728) 0.50 Balance, April 30, 2026 and July 31, 2026 1,263,272 0.50
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Avanti Gold Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three months ended July 31, 2026 and 2025 (Expressed in Canadian dollars) Page | 19 6. SHARE CAPITAL (continued) g) Broker special warrants As at July 31, 2026, the Company had broker special warrants outstanding and exercisable to acquire one common shares of the Company and one half of one broker warrant as follows: Expiry date Number of broker special warrants Weighted average life Exercise Price $ April 23, 2027 1,263,272 0.73 0.50 7. RELATED PARTY TRANSACTIONS Key management personnel are the Directors and Officers of the Company. Certain key management personnel provide services through companies that they control. The following transactions are in the normal course of operations and are measured at their exchange amount, which is the amount agreed upon by the transacting parties. The following are the transactions with related parties during the three months ended July 31, 2026 and 2025: The following amounts, which are unsecured and non-interest bearing, are reported under related party liabilities at July 31, 2026 and April 30, 2026: July 31, 2026 April 30, 2026 $ $ Consulting fees due to management personnel 8,131 12,712 During the year ended April 30, 2026, The Company engaged a firm in which Chief Financial Officer is a partner, to provide office space, corporate secretarial, administration, accounting and financial reporting services. No amount was outstanding as at July 31, 2026 and April 30, 2026. These transactions were conducted in the normal course of operations and measured at the exchange amount, which represents the fair market value of the services rendered as agreed upon by the transacting parties. 8. ACQUISITION AND EXPLORATION EXPENDITURES Acquisition and exploration expenditures for three months ended July 31, 2026 and 2025 were as follows: Misisi Gold Kraaipan Project Total Costs $ $ $ Exploration expenditures 3,214,538 - 3,214,538 Community Relations 222,888 - 222,888 Additions, July 31, 2026 3,437,426 - 3,437,426 Exploration expenditures 4,122 - 4,122 Additions, July 31, 2025 4,122 - 4,122 2026 2025 $ $ Consulting fees to management personnel 155,537 128,125 Professional fees to a related party firm 79,500 - Share-based compensation to management personnel 1,102,163 - Total 1,337,199 128,125
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Avanti Gold Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three months ended July 31, 2026 and 2025 (Expressed in Canadian dollars) Page | 20 8. ACQUISITION AND EXPLORATION EXPENDITURES (continued) Management has determined that due to uncertainty on future recoverability of its mineral exploration and evaluation assets, acquisition and exploration costs are expensed as incurred. Kraaipan Gold Project, Republic of Seychelles On June 21, 2024, the Company entered into a share exchange agreement to acquire 100% of MTM, a privately held arms-length company established under the laws of the Republic of Seychelles. MTM has an earn-in option to acquire 85% rights to gold prospecting licenses in the Magisterial District of Molopo, South Africa. The license rights cover an area of approximately 90 hectares, located in the highly prospective Kraaipan Granite-Greenstone Belt terrain, which extends 400 kilometers from southern Botswana into the Northwest Province of South Africa. Misisi Gold Project, Democratic Republic of the Congo (“DRC”) On December 22, 2022, the Company entered into a share exchange agreement with Regency Mining Ltd. (“Regency”) to acquire 100% of Regency, a private corporation existing under the laws of Seychelles. Regency owns a 99.43% interest in Casa Mining Ltd. (“Casa”), and indirectly through its ownership of Casa, owns a 73.84% interest in Leda Mining Congo S.A. (“Leda”). Leda owns an interest in and to the Misisi Gold Project (“Gold Project”) located in the Fizi territory of South Kivu province, in the DRC. The Gold Project covers 133 square kilometers on three contiguous mining licenses, valid until 2045. As consideration, the Company recorded during the year ended April 30, 2023 a net expense of $12,293,693. 9. NON-CONTROLLING INTEREST The following table summarizes the information related to the Company’s subsidiaries’ non-controlling interests, which relate to the Company’s holdings in Casa Mining Ltd. and Leda Mining Congo S.A. (Note 2). The following table is presented as at July 31, 2026 and April 30, 2026: Balance Balance, April 30, 2025 (2,668,327) Net loss and comprehensive loss attributable to non-controlling interest (1,355,161) Balance, April 30, 2026 (4,023,488) Net loss and comprehensive loss attributable to non-controlling interest (969,404) Balance, July 31, 2026 (4,992,892)
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Avanti Gold Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three months ended July 31, 2026 and 2025 (Expressed in Canadian dollars) Page | 21 10. SEGMENTED INFORMATION As at July 31, 2026, the Company’s operations were located in Canada, Seychelles, Mauritius and DRC and had assets and liabilities located as follows: As at April 30, 2026, the Company’s operations are located in Canada, Seychelles, Mauritius and DRC and had assets and liabilities located as follows: Canada $ Seychelles $ Mauritius $ DRC $ Total $ ASSETS Cash 10,054,413 - - 265,473 10,319,886 Tax receivables 18,519 - - - 18,519 Other current assets - - - 472,293 472,293 Prepaid expenses 52,510 - 4,349 161,105 217,964 Property and Equipment - - - 1,308,273 1,308,273 10,125,442 - 4,349 2,207,144 12,336,935 - LIABILITIES Accounts payable and accrued liabilities 1,266,631 14,001 - 97,471 1,378,103 Related party liabilities 8,131 - - - 8,131 Deferred consideration - - 2,805,800 - 2,805,800 1,274,762 14,001 2,805,800 97,471 4,192,034 Canada $ Seychelles $ Mauritius $ DRC $ Total $ ASSETS Cash 15,176,816 - - 83,003 15,259,819 Tax receivables 13,235 - - - 13,235 Prepaid expenses 112,730 - 4,155 167,331 284,216 Other current asset - - - 458,657 458,657 Property and equipment - - - 560,109 560,109 15,302,781 - 4,155 1,269,100 16,576,036 LIABILITIES Accounts payable and accrued liabilities 1,116,416 97,112 1,703 1,112,165 2,327,396 Related party liabilities 12,712 - - - 12,712 Deferred consideration - - 2,724,800 - 2,724,800 1,129,128 97,112 2,726,503 1,112,165 5,064,908
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Avanti Gold Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three months ended July 31, 2026 and 2025 (Expressed in Canadian dollars) Page | 22 10. SEGMENTED INFORMATION (continued) During the three months ended July 31, 2026, the Company had the following losses: Canada $ Seychelles $ Mauritius $ DRC $ Total $ Acquisition and exploration expenditures - - - 3,437,426 3,437,426 Other expenses 2,115,708 66,556 138,082 283,139 2,603,485 Net loss 2,115,708 66,556 138,082 3,720,565 6,040,911 During the three months ended July 31, 2025, the Company had the following losses: Canada $ Seychelles $ Mauritius $ DRC $ Total $ Acquisition and exploration expenditures - - - 4,122 4,122 Other expenses 615,053 29,287 - 342,982 987,322 Net loss 615,053 29,287 - 347,104 991,444 11. CAPITAL MANAGEMENT The Company manages its capital structure and adjusts it, based on the funds available to the Company, in order to support the acquisition, exploration, and development of resource properties. The aforementioned exploration and evaluation work will require additional financial resources. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The Company is not subject to externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the three months ended July 31, 2026 or 2025. 12. FINANCIAL RISK MANAGEMENT The Company is exposed to minimal financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows: i. Credit Risk Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash held in bank accounts and other receivables. The Company’s cash is deposited in bank accounts held with a major bank in Canada and DRC. As most of the Company’s cash is held by a bank there is a concentration of credit risk. This risk is managed by using major banks that are high-quality financial institutions as determined by rating agencies. Management believes that its credit risk is not significant. The Company believes its cash held in escrow (Note 14) are collectible.
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Avanti Gold Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three months ended July 31, 2026 and 2025 (Expressed in Canadian dollars) Page | 23 12. FINANCIAL RISK MANAGEMENT (continued) ii. Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company's ability to continue as a going concern is dependent on management's ability to raise required funding through future equity issuances. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments. As at July 31, 2026, the Company had a cash balance of $10,319,886 (April 30, 2026 - 15,259,819) to settle current accounts payable and accrued liabilities of $1,378,103 (April 30, 2026 - $2,327,396) and related party liabilities of $8,131 (April 30, 2026 - $12,712) and deferred consideration of $2,805,800 (April 30, 2026 - $2,724,800). All the Company’s financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms. iii. Currency Risk As at July 31, 2026, a portion of the Company’s financial assets and liabilities held in Canadian dollars and United States dollar consist of cash, other current assets, accounts payable and accrued liabilities and deferred consideration. The Company’s objective in managing its foreign currency risk is to minimize its net exposure to foreign currency cash flows by transacting, to the greatest extent possible, with third parties in the functional currency. The Company is exposed to currency rate risk in other comprehensive loss, relating to foreign subsidiaries which operate in a foreign currency. As at July 31, 2026, the Company has determined that a 5% change in the Canadian Dollar against US dollar on financial assets and liabilities would result in an increase or decrease of approximately $56,000 for the three months ended July 31, 2026 (2025 - $412,000) to net loss and comprehensive loss. iv. Commodity Price Risk The Company is subject to price risk from fluctuations in the market prices of commodities as it relates to the possible underlying values of its commodity based mineral properties and the corresponding ability to raise funds for future operations. Management closely monitors commodity prices to determine the appropriate course of action to be taken in its investing and financing activities. As the Company has not yet developed commercial mineral interests, it is not exposed to significant commodity price risk. v. Interest Rate Risk The Company is not currently exposed to significant interest rate risk as it does not have any interest- bearing loan outstanding. However, certain vendors may impose interest charges on overdue invoices, which could result in a limited exposure to interest rate risk in the event of payment delays. 13. GAIN ON DEBT SETTLEMENT During the year ended April 30, 2026, $458,657 (2025 - $nil) was held in escrow in the Company’s bank in DRC pursuant to precautionary attachments orders issued in DRC in connection with claims brought by a creditor. This amount is included in other assets (Note 14). During the three months ended July 31, 2026, the Company entered into a settlement agreement with the creditor to resolve outstanding claims, which had a carrying amount of $882,491 as at April 30, 2026 and were included in accounts payable and accrued liabilities. Pursuant to the settlement agreement, the Company paid $627,586 in full and final settlement of all claims, resulting in a gain of debt settlement of $254,905, which was recognized during the three months ended July 31, 2026. An additional $20,613 in payables were written off during the period.
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Avanti Gold Corp. Notes to the Condensed Consolidated Interim Financial Statements For the three months ended July 31, 2026 and 2025 (Expressed in Canadian dollars) Page | 24 14. OTHER CURRENT ASSETS As at July 31, 2026 and April 30, 2026, other current assets comprise cash held in escrow (Note 13) relating to debt settlement. The Company has satisfied the requirements for the cash to be released. 15. SUBSEQUENT EVENTS i. On September 22, 2026, the Company closed a bought deal private placement of 103,500,000 units at $0.50 per unit for gross proceeds of $51,750,000. Each unit consisted of one common share and one-half of one common share purchase warrant. Each whole warrant is exercisable to acquire one common share at $0.65 for 36 months from the closing date. In connection with the financing, the Company paid the underwriters a cash fee of $3,105,000 and issued 6,210,000 broker warrants, each exercisable to acquire one common share at $0.50 for 36 months. ii. Subsequent to July 31, 2026, the Company issued common shares pursuant to the exercise of RSUs as follows: Date of issuance Number of common shares issued Fair value transferred from contributed surplus to share capital $ September 11, 2026 725,916 319,403 September 11, 2026 166,666 73,333 September 14, 2026 41,666 18,333 September 14, 2026 83,333 36,667 September 14, 2026 308,333 135,667 September 15, 2026 333,333 146,667 1,659,247 730,070 iii. Subsequent to July 31, 2026, the Company issued common shares pursuant to the exercise of warrants as follows: Date of issuance Number of common shares issued Proceeds received $ August 14, 2026 704,000 140,800 August 19, 2026 35,000 7,000 739,000 147,800