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# FS

Source: https://omaigoldmines.com/site/assets/files/6178/final_fs_audit_report_-_2025.pdf
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## Content

# FS
CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2025 AND 2024
Independent Auditor’s Report
To the Shareholders of Omai Gold Mines Corp.
Opinion
We have audited the consolidated financial statements of Omai Gold Mines Corp. and its
subsidiaries (the “Company”), which comprise the consolidated statements of financial position as
at December 31, 2025 and 2024, and the consolidated statements of loss and comprehensive loss,
consolidated statements of shareholders’ equity and consolidated statements of cash flows for the
years then ended, and notes to the consolidated financial statements, including material accounting
policy information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material
respects, the consolidated financial position of the Company as at December 31, 2025 and 2024,
and its consolidated financial performance and its consolidated cash flows for the years then ended
in accordance with IFRS Accounting Standards as issued by the International Accounting
Standards Board (IASB).
Basis for opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the
audit of the consolidated financial statements section of our report. We are independent of the
Company in accordance with the ethical requirements that are relevant to our audit of the
consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the consolidated financial statements of the current period. These matters were
addressed in the context of our audit of the consolidated financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined that there were no key audit matters to communicate in our report.
Page 1
Other information
Management is responsible for the other information. The other information comprises
Management’s Discussion and Analysis.
Our opinion on the consolidated financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially
inconsistent with the consolidated financial statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated.
We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If,
based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of management and those charged with governance for the consolidated
financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with IFRS Accounting Standards, and for such internal control as
management determines is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless management either intends
to liquidate the Company or cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting
process.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally
accepted auditing standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we
exercise professional judgement and maintain professional skepticism throughout the audit. We
also:
• Identify and assess the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risks of not detecting a material misstatement resulting from
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fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor’s report to the related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease to
continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial
statements, including the disclosures, and whether the consolidated financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.
• Plan and perform the audit to obtain sufficient appropriate audit evidence regarding the
financial information of the entities or business units within the Company as a basis for
forming an opinion on the consolidated financial statements. We are responsible for the
direction, supervision and review of the work performed for purposes of the group audit.
We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.
Page 3
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the consolidated financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditor’s report
unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
The engagement partner of the audit resulting in this independent auditor’s report is Jessica Di
Rito.
McGovern Hurley LLP
Chartered Professional Accountants
Licensed Public Accountants
Toronto, Ontario
April 22, 2026
Page 4
Omai Gold Mines Corp.
Consolidated Statements of Financial Position
(Expressed in U.S. dollars, except where indicated otherwise)
As at As at
December 31, 2025 December 31, 2024
Assets
Current assets
Cash (Note 4) $ 11,725,932 $ 6,522,853
Amounts receivable and prepayments (Note 5) 758,353 492,784
Short-term investments (Note 4) 30,902,533 -
43,386,818 7,015,637
Non-current assets
Other (Note 7) 72,190 72,190
Equipment (Note 6) 376,724 236,117
Total assets $ 43,835,732 $ 7,323,944
Liabilities
Current liabilities
Trade payables and accrued liabilities (Note 8 and 15) $ 2,315,434 $ 1,636,639
Total liabilities 2,315,434 1,636,639
Shareholders' equity
Share capital (Note 9) 81,677,245 34,879,525
Share-based payments (Note 10) 5,281,839 3,589,479
Warrant reserve (Note 11) 4,137,361 4,566,114
Accumulated other comprehensive income ("AOCI") 1,542,122 182,667
Deficit (51,118,269) (37,530,480)
Total shareholders' equity 41,520,298 5,687,305
Total liabilities and shareholders' equity $ 43,835,732 $ 7,323,944
Nature of operations and going concern (Note 1)
Commitments and contingencies (Note 18)
Subsequent event (Note 19)
Approved by the Board
(Signed) "Elaine Ellingham" (Signed) "Lon Shaver"
Director Director
The accompanying notes are an integral part of these consolidated financial statements.
Omai Gold Mines Corp.
Consolidated Statements of Loss and Comprehensive Loss
(Expressed in U.S. dollars, except where indicated otherwise)
For the years ended December 31,
2025 2024
Expenses
Exploration and evaluation expenditures (Note 12) $ 9,697,864 $ 3,650,778
General and administrative (Note 13) 2,123,247 961,028
Amortization 77,335 47,295
Share-based compensation (Note 10) 2,289,251 664,382
Operating loss $ (14,187,697) $ (5,323,483)
Interest (income) (653,642) (119,716)
Foreign exchange (income) loss 53,734 568,074
(599,908) 448,358
Net (loss) $ (13,587,789) $ (5,771,841)
Other comprehensive income
Foreign currency translation adjustment 1,359,455 151,463
Other comprehensive income $ 1,359,455 $ 151,463
Total loss and comprehensive loss for the year $ (12,228,334) $ (5,620,378)
Loss per share (Note 14) $ (0.02) $ (0.01)
Weighted average number of shares outstanding:
Basic & Diluted 618,106,936 463,409,391
The accompanying notes are an integral part of these consolidated financial statements.
Omai Gold Mines Corp.
Consolidated Statements of Cash Flows
(Expressed in U.S. dollars, except where indicated otherwise)
For the years ended December 31,
2025 2024
Cash flows from operating activities
Net loss for the year $ (13,587,789) $ (5,771,841)
Items not affecting cash
Share-based compensation (Note 10) 2,289,251 664,382
Accrued interest (227,646) -
Unrealized foreign exchange 352,768 -
Impairment of equipment 6,221 -
Amortization (Note 6) 77,335 47,295
(11,089,860) (5,060,164)
Change in non-cash working capital
(Increase) in amounts receivable (265,569) (214,230)
(Decrease) in accounts payable and accrued liabilitie

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