EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

 

Anfield Energy Inc.

 

Condensed Interim Consolidated Financial Statements

 

For the Three Months Ended March 31, 2026 and 2025

 

(Expressed in Canadian Dollars)

 

(Unaudited)

 

 

 

 

Anfield Energy Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Expressed in Canadian Dollars)

(Unaudited)

 

 

   Notes  March 31, 2026   December 31, 2025 
            
Assets             
Current Assets             
Cash     $8,104,405   $3,349,977 
Receivables      29,250    57,672 
Prepaids and deposits  4   1,366,901    1,447,634 
Marketable securities      9,895    19,884 
Deferred financing costs      –    619,762 
       9,510,451    5,494,929 
Non-current Assets             
Insurance premium  5   424,121    424,083 
Reclamation bonds  5,6   17,146,322    16,725,199 
Deposit on acquisition of BRS  3,4   2,090,475    – 
Deposits on equipment  4   1,846,311    1,645,476 
Property and equipment  5   23,381,610    21,814,880 
Exploration and evaluation assets  6   39,643,673    37,980,680 
Right-of-use asset  7   490,046    – 
       85,022,558    78,590,318 
Total Assets     $94,533,009   $84,085,247 
              
Liabilities             
Current Liabilities             
Accounts payable and accrued liabilities  8  $2,286,282   $1,242,676 
Due to related parties  9   446,584    278,502 
Lease liability  10   85,659    – 
       2,818,525    1,521,178 
Long-term Liabilities             
Asset retirement obligations  11   24,243,327    23,619,386 
Loans payable  12   12,471,402    12,151,389 
Lease liability  10   314,583    – 
Total Liabilities      39,847,837    37,291,953 
              
Equity             
Share capital  13  $143,617,949   $130,440,944 
Equity reserve  13   1,350,436    14,840 
Stock option reserve  13   9,360,839    9,360,839 
Warrant reserve  13   7,605,901    7,605,901 
Foreign exchange reserve  13   3,151,078    2,725,132 
Deficit      (110,401,031)   (103,354,362)
Total Equity      54,685,172    46,793,294 
Total Equity and Liabilities     $94,533,009   $84,085,247 

 

Subsequent events (Note 18)

 

Approved and authorized on May 15, 2026, on behalf of the Board of Directors:

 

“Corey Dias”  “Laara Shaffer”
Director  Director

 

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

 

Page 1

 

 

Anfield Energy Inc.

Condensed Interim Consolidated Statements of Comprehensive Loss

(Expressed in Canadian Dollars)

(Unaudited)

 

 

     

For the three months ended

March 31,

 
   Notes  2026   2025 
Expenses             
              
Amortization of right-of-use asset  7  $25,393   $– 
Consulting  9   514,489    429,145 
Depreciation  5   51,640    1,015 
Director’s fees and audit committee  9   65,000    52,500 
Exploration and evaluation expenditures  6,9   3,161,653    1,289,336 
General and administrative  9   275,245    26,170 
Indemnification support fee      88,612    44,195 
Insurance      122,697    13,200 
(Gain) loss on foreign exchange      (263,469)   24,158 
Payroll expense      246,972    – 
Professional fees  9   652,969    374,436 
Shareholder communications      51,752    37,159 
Share-based compensation  9,13   1,335,596    – 
Transfer agent and filing fees      73,261    59,950 
Total expenses      6,401,810    2,351,264 
              
Net loss before other items      (6,401,810)   (2,351,264)
              
Other items             
Accretion expense of discount and interest expense on loans payable  12   (535,746)   (251,579)
Accretion expense for asset retirement obligations  11   (236,061)   (265,540)
Interest income      146,781    117,718 
Interest on lease liability  10   (9,680)   – 
Other income      –    6,379 
Unrealized loss on marketable securities      (10,153)   (23,552)
Net loss      (7,046,669)   (2,767,838)
              
Other comprehensive loss             
Other comprehensive loss that may be reclassified to profit or loss:             
Exchange differences on translating foreign operations      425,946    (85,805)
Total comprehensive loss     $(6,620,723)  $(2,853,643)
              
Loss per share – basic and diluted     $(0.40)  $(0.18)
Weighted average shares outstanding – basic and diluted      17,427,627    14,980,205 

 

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

 

Page 2

 

 

Anfield Energy Inc.

Condensed Interim Consolidated Statements of Changes in Equity

(Expressed in Canadian Dollars)

(Unaudited)

 

 

   Share capital                        
   Number of shares   Amount   Equity reserve   Stock option reserve   Warrant reserve   Foreign
exchange reserve		   Deficit   Total equity 
Balance, December 31, 2024   13,789,728   $110,528,937    $–   $6,991,160   $7,411,788   $4,487,177   $(84,544,667)  $44,874,395 
Shares issued for cash   1,428,571    15,000,000    –    –    –    –    –    15,000,000 
Warrants issued for credit facility   –    –    –    –    532,967    –    –    532,967 
Comprehensive loss for the period   –    –    –    –    –    (85,805)   (2,767,838)   (2,853,643)
Balance, March 31, 2025   15,218,299   $125,528,937    $–   $6,991,160   $7,944,755   $4,401,372   $(87,312,505)  $57,553,719 
                                         
Balance, December 31, 2025   15,942,823   $130,440,944   $14,840   $9,360,839   $7,605,901   $2,725,132   $(103,354,362)  $46,793,294 
Shares issued for cash   2,242,153    13,874,360    –    –    –    –    –    13,874,360 
Share issuance costs   –    (697,355)   –    –    –    –    –    (697,355)
Share based compensation   –    –    1,335,596    –    –    –    –    1,335,596 
Comprehensive loss for the period   –    –    –    –    –    425,946    (7,046,669)   (6,620,723)
Balance, March 31, 2026   18,184,976   $143,617,949   $1,350,436   $9,360,839   $7,605,901   $3,151,078   $(110,401,031)  $54,685,172 

 

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

 

Page 3

 

 

Anfield Energy Inc.

Condensed Interim Consolidated Statements of Cash Flows

(Expressed in Canadian Dollars)

(Unaudited)

 

 

  

For the three months ended

March 31,

 
   2026   2025 
Cash Flows from Operating Activities          
Net loss  $(7,046,669)  $(2,767,838)
Adjustments for non-cash items:          
Accretion of asset retirement obligations   236,061    265,540 
Accretion of discount and interest expense on loan payable   535,746    251,579 
Amortization of right-of-use asset   25,393    – 
Depreciation   51,640    1,015 
Foreign exchange   (689,899)   (81,866)
Interest on lease liability   9,680    – 
Share-based compensation   1,335,596    – 
Unrealized loss on marketable securities   10,153    23,552 
           
Changes in non-cash working capital:          
Receivables   28,422    (371)
Prepaids and deposits   53,931    149,886 
Accounts payable and accrued liabilities   1,308,701    (735,532)
Due to related parties   168,082    (43,492)
Net cash flows used in operating activities   (3,973,163)   (2,937,527)
           
Cash Flows from Investing Activities          
Acquisition of exploration and evaluation assets   (1,024,688)   (568,136)
Investment income from reclamation bond reinvested   (146,781)   (167,522)
Purchase of property and equipment   (1,173,675)   – 
Reclamation deposit   –    (751,592)
Security deposits paid for property and equipment   (174,071)   – 
Prepaid acquisition cost   (2,090,475)   – 
Net cash flows used in investing activities   (4,609,690)   (1,487,250)
           
Cash Flows from Financing Activities          
Proceeds from share issuances, net of share issuance costs   13,460,811    15,000,000 
Repayment of loan payable and interest   –    (6,161,721)
Proceeds from loan payable, net   –    8,212,407 
Payments of lease liabilities   (123,530)   – 
Net cash flows from financing activities   13,337,281    17,050,686 
           
Increase in cash   4,754,428    12,625,909 
Cash, beginning   3,349,977    1,350,411 
Cash, ending  $8,104,405   $13,976,320 
           
Non-cash Investing and Financing Activities:          
Fair value of warrants issued for Credit Facility  $–   $532,967 
Financing costs included in accounts payable  $11,579   $– 
Acquisition cost of property and equipment included in accounts payable and accrued liabilities  $70,861   $– 

 

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

 

Page 4

 

 

Anfield Energy Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Expressed in Canadian Dollars)

(Unaudited)

 

 

1.Nature of Operations

 

Anfield Energy Inc. (the “Company”) is a publicly listed company incorporated in British Columbia on July 12, 1989. The Company’s shares are listed on the TSX Venture Exchange (“TSX.V”) under the symbol “AEC”, the Nasdaq Capital Market LLC (“NASDAQ”) under the symbol “AEC”, and the Frankfurt Stock Exchange under the symbol “OAD”. On September 16, 2022, 1,666,667 warrants of the Company commenced trading on TSX.V under the symbol “AEC.WT”. On September 18, 2025, the Company’s shares began trading on NASDAQ and ceased trading on the OTCQB Marketplace under the symbol “ANLDF”. The Company is engaged in mineral development and production. The Company’s head office and its registered and records offices are located at Suite 2005, 4390 Grange Street, Burnaby, British Columbia, V5H 1P6.

 

2.Material Accounting Policy Information And Basis Of Presentation

 

a)Basis of Preparation and Statement of Compliance

 

These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting” of the IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”). These condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as at and for the year ended December 31, 2025 as some disclosures from the annual consolidated financial statements have been condensed or omitted.

 

These condensed interim consolidated financial statements were prepared using accounting policies consistent with those in the audited consolidated financial statements as at and for the year ended December 31, 2025.

 

b)Significant Management Judgement and Estimates in Applying Accounting Policies

 

Significant estimates and assumptions

 

The preparation of the condensed interim consolidated financial statements in accordance with IFRS requires the Company to make estimates and assumptions concerning the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. As such, actual results may differ from those estimates and judgments. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised. Significant estimates and judgements used in the preparation of these condensed consolidated financial statements remained unchanged from those disclosed I the Company’s annual consolidated financial statements for the year ended December 31, 2025.

 

Page 5

 

 

Anfield Energy Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Expressed in Canadian Dollars)

(Unaudited)

 

 

2.Material Accounting Policy Information And Basis Of Preparation (continued)

 

c)Accounting standards not yet Effective

 

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 financial statements, except for IFRS 18 “Presentation and Disclosure in Financial Statements”.

 

On April 9, 2024, the IASB issued IFRS 18, which introduced new requirements for improved comparability in the statement of profit or loss, enhanced transparency of management-defined performance measures and more useful grouping of information in the financial statements. The standard is effective for annual reporting periods beginning on or after January 1, 2027. The Company is currently evaluating the impact to the financial statements.

 

3.

Proposed Acquisition

 

On December 12, 2025, the Company entered into a stock purchase agreement with the Chief Operating Officer (“COO”) of the Company to acquire BRS Inc. (“BRS”), a company controlled by the COO. In consideration of the acquisition of BRS, the Company is required to complete a series of cash payments to the COO totaling US$5,000,000. On closing, the Company will pay the COO US$1,500,000, with a further US$1,500,000 payable on the first anniversary of closing and a further US$2,000,000 on the second anniversary of the closing.

 

The Company paid $2,090,475 (US$1,500,000) on January 14, 2026 which is included in prepaids and deposits. Subsequent to March 31, 2026, the Company announced that it has closed the acquisition of BRS Inc.

 

4.Prepaids and Deposits

 

  

March 31,

2026

   December 31,
2025		 
Prepaid exploration and evaluation expenditures  $802,253   $1,197,155 
Prepaid consulting fees   249,607    192,473 
Other prepaid expenses   315,041    58,006 
   $1,366,901   $1,447,634 

 

At March 31, 2026, the Company paid deposits on equipment of $1,846,311 (US$1,324,807) (December 31, 2025 – $1,645,476 (US$1,199,904)) for the purchase of exploration and evaluation equipment. As of March 31, 2026, the equipment has not been delivered, and the deposit is included in deposits on equipment.

 

At March 31, 2026, the Company recorded $2,090,475 (US$1,500,000) in other prepaid expenses related to the acquisition of BRS Inc (Note 3).

 

Page 6

 

 

Anfield Energy Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Expressed in Canadian Dollars)

(Unaudited)

 

 

5.Property and Equipment

 

  

 

 

Vehicles

   Storage   Generators   Equipment   Water Tower  

Shootaring

Mill

  

 

 

Total

 
Cost                                   
Balance, December 31, 2024  $28,515   $–   $–   $–   $–   $22,418,338   $22,446,853 
Additions   289,522    310,731    –    –    –    –    600,253 
Change in ARO estimates   –    –    –    –    –    (134,751)   (134,751)
Foreign exchange translation   (3,931)   (5,952)   –    –    –    (1,070,846)   (1,080,729)
Balance, December 31, 2025   314,106    304,779    –    –    –    21,212,741    21,831,626 
Additions   607,490    57,080    265,780    209,209    34,116    70,861    1,244,536 
Foreign exchange translation   15,003    6,343    4,442    3,322    726    345,080    374,916 
Balance, March 31, 2026  $936,599   $368,202   $270,222   $212,531   $34,842   $21,628,682   $23,451,078 
                                    
Depreciation                                   
Balance, December 31, 2024  $8,147   $–   $–   $–   $–   $–   $8,147 
Depreciation   7,153    1,976    –    –    –    –    9,129 
Foreign exchange translation   (504)   (26)   –    –    –    –    (530)
Balance, December 31, 2025   14,796    1,950    –    –    –    –    16,746 
Depreciation   32,174    6,076    4,434    7,813    1,143    –    51,640 
Foreign exchange translation   744    127    70    123    18    –    1,082 
Balance, March 31, 2026  $47,714   $8,153   $4,504   $7,936   $1,161   $–   $69,468 

 

Carrying amounts                                   
                                    
Balance, December 31, 2025  $299,310   $302,829   $–   $–   $–   $21,212,741   $21,814,880 
                                    
Balance, March 31, 2026  $888,885   $360,049   $265,718   $204,595   $33,681   $21,628,682   $23,381,610 

 

Page 7

 

 

Anfield Energy Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Expressed in Canadian Dollars)

(Unaudited)

 

 

5.Property and Equipment (continued)

 

Reclamation Bonds

 

The Company is required to hold replacement bonds to meet reclamation requirements in connection with the Shootaring Mill.

 

During the year ended December 31, 2025, the Company recorded a bond premium of US$479,952 as insurance, which would create an obligation for the surety company to cover the difference between the bond requirement and the cash collateral. The bond premium is amortized over one year. During the three months ended March 31, 2026, the Company recorded $170,376 (2025 - $173,051) as insurance expense which was included in the exploration and evaluation expenditures. At March 31, 2026, $258,412 (December 31, 2025 - $424,083) was recorded in prepaid insurance premium for the reclamation bond requirements.

 

At March 31, 2026, the Company recorded the cash collateral of US$12,261,815 ($17,088,616) (December 31, 2025 – US$12,154,840 ($16,668,418)) as a reclamation bond.

 

6.Exploration and Evaluation Assets

 

As at March 31, 2026, the Company held interests in uranium exploration properties in Utah, Arizona and New Mexico (“Uranium Properties”); uranium/vanadium properties in Colorado (Highbury and Slick Rock Project) and in Arizona (Artillery Project); and a gold project in Arizona also known as Newsboy Project.

 

A continuity of exploration and evaluation assets is as follows:

 

           Arizona Properties 
   Uranium Properties   Colorado Properties   Newsboy Gold   Artillery Peak   Total 
Balance, December 31, 2025  $17,561,991   $13,725,624   $2,487,299   $4,205,766   $37,980,680 
Acquisition costs   –    1,024,688    –    –    1,024,688 
Foreign exchange   285,647    243,794    40,457    68,407    638,305 
Balance, March 31, 2026  $17,847,638   $14,994,106   $2,527,756   $4,274,173   $39,643,673 

 

Page 8

 

 

Anfield Energy Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Expressed in Canadian Dollars)

(Unaudited)

 

 

6.Exploration and Evaluation Assets (Continued)

 

The following exploration and evaluation expenditures were included in comprehensive loss for the three months ended March 31, 2026 and 2025 are as follows:

 

   Uranium Properties   Colorado Properties   Newsboy Gold  

Artillery Peak

   Total 
Consulting  $661,884   $401,144   $–   $      –   $1,063,028 
Sundry field   170,040    86,017    –    –    256,057 
Sampling, assaying, geophysics   51,775    21,753    –    –    73,528 
License, filing and insurance   581,624    100,725    9,262    –    691,611 
Lease and royalty   205,413    106,824    –    –    312,237 
Drilling   –    340,960    –    –    340,960 
Salaries, wages and related expense   89,396    264,517    –    –    353,913 
Equipment rental   70,319    –    –    –    70,319 
Total for the three months ended March 31, 2026  $1,830,451   $1,321,940   $9,262   $–   $3,161,653 

 

   Uranium Properties   Colorado Properties   Newsboy Gold  

Artillery Peak

   Total 
Consulting  $65,609   $138,320   $–   $       –   $203,929 
Sundry field   18,941    3,440    –    –    22,381 
Sampling, assaying, geophysics   35,053    1,709    –    –    36,762 
License, filing and insurance   447,726    108,748    9,694    –    566,168 
Lease and royalty   161,362    147,709    –    –    309,071 
Drilling   93,464    12,095    –    –    105,559 
Property tax   –    45,466    –    –    45,466 
Total for the three months ended March 31, 2025  $822,155   $457,487   $9,694   $–   $1,289,336 

 

Uranium Properties

 

The Uranium Properties consist of the Shootaring Mill Project, Marysvale Uranium Project, Marquez-Juan Tafoya Uranium Project, and other Utah Properties.

 

Other Utah Properties

 

On June 11, 2024, the Company entered into a Uranium Mining Lease Agreement with Wayne Minerals Inc. to obtain mining rights on 127 unpatented mining claims in California and Utah for 5 years. The Company agreed to pay an annual lease payment of US$100,000. A production royalty of 3% will be paid on the total value of all minerals recovered and sold from the leased land. An advance royalty of US$50,000 is due annually beginning on May 30, 2029 and will be credited against production royalty until it has been fully recouped. The Company was also granted the sole and exclusive right and option to earn a 100% undivided interest in the leased land free and clear of all charges, royalties and encumbrances upon terms to be agreed between the lessor and the Company, at any time prior to the expiration of the 5-year term.

 

Page 9

 

 

Anfield Energy Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Expressed in Canadian Dollars)

(Unaudited)

 

 

6.Exploration and Evaluation Assets (Continued)

 

On August 1, 2025, the Company entered into a Uranium Mining Lease Agreement with ACCO Exploration LLC to obtain mining rights on 95 unpatented mining claims in Arizona for 5 years. The Company agreed to pay an annual lease payment of US$100,000 for the first year, US$150,000 for the second to fourth year and US$200,000 for the fifth year. A production royalty of 3% will be paid on the total value of all minerals recovered and sold from the leased land. An advance royalty of US$50,000 is due annually beginning on August 28, 2030 and will be credited against production royalty until it has been fully recouped. The Company was also granted the sole and exclusive right and option to earn a 100% undivided interest in the leased land free and clear of all charges, royalties and encumbrances upon terms to be agreed between the lessor and the Company, at any time prior to the expiration of the 5-year term.

 

Colorado Properties

 

The Colorado Properties consist of the Highbury Project, Slick Rock Project and Golden Eagle Project.

 

Highbury Project

 

The Highbury Project consists of nine past-producing uranium/vanadium properties in Colorado, collectively known as the West Slope Project.

 

In addition to the nine Department of Energy (DOE) leases originally included in the West Slope Project, the Company acquired twelve DOE leases in January 2024 which are associated with adjacent lode mining claims and leases in Montrose and San Miguel Counties in southwestern Colorado.

 

Slick Rock Project

 

During the year ended December 31, 2024, the Company paid US$25,406 for a reclamation bond held by the regulatory authorities and will be released to the Company on satisfactory restoration of the property. The reclamation bond balance was $35,407 (US$25,406) as at March 31, 2026 (December 31, 2025 – $34,840 (US$25,406)).

 

Golden Eagle Project

 

On January 2, 2024, HRI entered into a definitive agreement with Gold Eagle Mining Inc. (“GEM”) and Golden Eagle Uranium LLC (“GEU”) (collectively, “the Sellers”) to acquire a 100% interest in twelve Department of Energy (“DOE”) leases (“DOE Leases”) and associated data in various Counties in Colorado. The transaction closed on July 3, 2024. Pursuant to the last amendment on February 20, 2025, the Company agreed to pay the following consideration for the DOE Leases on the associated dates:

 

●At closing, US$500,000 in cash with US$100,000 to be paid on or before October 16, 2024 (paid) and US$400,000 to be paid on or before February 21, 2025 (paid);

 

● Issuance of 169,726 common shares representing a value of US$1,250,000 on or before February 21, 2025 (issued on May 6, 2025);

 

Page 10

 

 

Anfield Energy Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Expressed in Canadian Dollars)

(Unaudited)

 

 

6.Exploration and Evaluation Assets (Continued)

 

● US$750,000 in cash (paid on March 3, 2026) at the one-year anniversary of closing (the “One-Year Anniversary Payment”) with the option to extend the payment date for two subsequent 90-day periods (the “Extension Options”), subject to the following condition:

 

a)The Extension Options shall be at the sole discretion of the Company and may only be exercised in the event that the Company’s application for a NASDAQ listing and subsequent financing are delayed; and

 

b)The Company shall pay US$100,000 for each Extension Option that is exercised, with the Extension Option payments to be deducted from the One-Year Anniversary Payment.

 

● US$1,000,000 in cash at the two-year anniversary of closing;

 

● US$1,000,000 in cash at the three-year anniversary of closing; and

 

● US$1,500,000 in cash at the four-year anniversary of closing.

 

Arizona Properties

 

The Arizona Properties consist of the Newsboy Gold Project and Artillery Peak Project.

 

Newsboy Gold Project

 

The Company has a US$12,000 reclamation bond held by the regulatory authorities and will be released to the Company on satisfactory restoration of the property. The reclamation bond balance was $16,724 as at March 31, 2026 (December 31, 2025 – $16,456).

 

Artillery Peak Project

 

The Artillery Peak consists of 250 unpatented mining claims in the uranium-rich Artillery Peak project area, located in Mohave County, Arizona, USA, consisting of the LiVada Claims and Dripping Springs Quartzite Project.

 

Other Properties

 

Clay Borrow Project, Utah

 

On March 1, 2023, the Company entered into a clay mineral lease agreement with the School and Institutional Trust Lands Administration to lease 620.88 acres of land located in Garfield County, Utah, for a term of 10 years. Pursuant to the agreement, the Company agreed to pay an annual rent of a minimum US$500 or at the rate of US$2 for each acre and fractional acre situated within the boundaries of the property.

 

Commencing on the 10th anniversary of the agreement and until the lease terminates, the Company agreed to pay in advance an annual minimum royalty equal to three times the annual rent. In addition, the Company agreed to pay a production royalty equal to the greater of: (i) 10% of the gross value of the clay minerals sold under an arm’s length transaction, or (ii) US$1 per short ton of the clay minerals.

 

Page 11

 

 

Anfield Energy Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Expressed in Canadian Dollars)

(Unaudited)

 

 

6.Exploration and Evaluation Assets (Continued)

 

During the year ended December 31, 2023, the Company paid US$18,600 for a reclamation bond held by the regulatory authorities and will be released to the Company on satisfactory restoration of the property. During the year ended December 31, 2024, the Company received a refund of US$14,600. The reclamation bond balance was $5,575 (US$4,000) as at March 31, 2026 (December 31, 2025 – $5,485 (US$4,000)).

 

7.Right of Use Asset

 

The carrying amount of the right-of-use asset recognized and the movement during the period are as follows:

 

   Right of Use Asset 
Cost     
Balance, December 31, 2025  $– 
Additions   508,032 
Foreign exchange   7,806 
Balance, March 31, 2026  $515,838 

 

Accumulated Amortization    
Balance, December 31, 2025  $– 
Amortization   25,393 
Foreign exchange   399 
Balance, March 31, 2026  $25,792 

 

Carrying amounts    
Balance, December 31, 2025  $– 
Balance, March 31, 2026  $490,046 

 

8.Accounts Payable and Accrued Liabilities

 

  

March 31, 2026

   December 31, 2025 
Trade payables  $931,637   $738,444 
Accrued liabilities   1,354,645    504,232 
   $2,286,282   $1,242,676 

 

Page 12

 

 

Anfield Energy Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Expressed in Canadian Dollars)

(Unaudited)

 

 

9.Related Party Transactions and Balances

 

a)Related Party Balances

 

As at March 31, 2026, an amount of $446,584 (December 31, 2025 - $278,502) was owed to related parties. These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

 

As at March 31, 2026, an amount of $2,481 (December 31, 2025 - $956) was recorded in prepaid expenses for advances to a director of the Company for future consulting fees.

 

As at March 31, 2026, an amount of $10,309 (December 31, 2025 - $10,144) was recorded in prepaid expenses for advances to a director of the Company for property expenditures.

 

As at March 31, 2026, an amount of $7,268 (December 31, 2025 - $7,152) was recorded in prepaid expenses for advances to the Chief Operations Officer of the Company for future consulting fees.

 

b)Related Party Transactions

 

The Company incurred the following transactions with companies that are controlled or managed by directors of the Company:

 

   For the three months ended March 31, 
   2026   2025 
Consulting fees and management bonus  $12,900   $12,900 
Consulting and professional fees (i)   463,446    167,587 
Legal fees   61,744    – 
Share-based compensation   112,833    – 
   $650,923   $180,487 

 

The Company has identified its directors and certain senior officers as its key management. Key management and director compensation during the three months ended March 31, 2026 and 2025, are as follows:

 

   For the three months ended March 31, 
   2026   2025 
Consulting fees and management bonus  $342,946   $340,163 
Director’s fees and audit committee fees   65,000    52,500 
Legal fees   –    64,624 
Auto and rent expense (i)   36,697    15,079 
Share-based compensation   746,433    – 
   $1,191,076   $472,366 

 

(i)These expenses are included in exploration and evaluation expenditures in the condensed interim consolidated statements of comprehensive loss.

 

Page 13

 

 

Anfield Energy Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Expressed in Canadian Dollars)

(Unaudited)

 

 

10.Lease Liability

 

On January 1, 2026, the Company entered into a Lease Agreement with Riverton Assets LLC for a 5 year term, commencing on January 1, 2026 and expiring on December 31, 2030. The Company has the option to pay US$8,000 per month or on a monthly basis or $7,500 per month if the Company elects to pay in advance a full year of rent. The Company elected the option to pay in advance the full year of rent in 2026 and intends to pay the full year of rent in advance on the first day of the year for the remaining term of the lease. The lease has been discounted using an interest rate of 9.99% as estimated incremental borrowing rate of the Company for similar assets.

 

   Lease Liability 
     
Balance December 31, 2025  $– 
Additions   384,502 
Interest on lease liabilities   9,680 
Foreign exchange   6,060 
      
Balance March 31, 2026   400,242 
Less: current portion of lease liabilities   (85,659)
      
Long-term portion  $314,583 

 

The following is a schedule by years of future minimum lease payments under the remaining lease together with the present value of the net minimum lease payments as of March 31, 2026:

 

Years ending December 31:    
     
2027  $125,428 
2028   125,428 
2029   125,428 
2030   125,428 
      
Net minimum lease payments   501,712 
Less: amount representing interest payments   (101,470)
      
Present value of net minimum lease payments   400,242 
Less: current portion   (85,659)
      
Long-term portion  $314,583 

 

Page 14

 

 

Anfield Energy Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Expressed in Canadian Dollars)

(Unaudited)

 

 

11.Asset Retirement Obligations

 

Laws and regulations concerning environmental protection affect the Company’s exploration and operations. Under current regulations, the Company is required to meet performance standards to minimize environmental impact from its activities and to perform site restoration and other closure activities. The Company’s provision for future site closure and reclamation costs is based on known requirements.

 

A continuity of the Company’s provision for site reclamation and closure is as follows:

 

   Shootaring Mill   West Slope   Papoose   Totals 
Balance December 31, 2025  $18,304,595   $4,986,662   $328,129   $23,619,386 
Accretion   188,558    44,361    3,144    236,063 
Foreign exchange   300,687    81,805    5,386    387,878 
Balance March 31, 2026  $18,793,840   $5,112,828   $336,659   $24,243,327 

 

a)Shootaring Mill

 

The Company’s estimate of the environmental rehabilitation provision arising from the Shootaring Mill (Note 5) at March 31, 2026, was $18,793,840 (US$13,485,388) (December 31, 2025 – $18,304,595 (US$13,347,965)). This estimate was based upon an undiscounted risk-adjusted future cost of $23,131,452 (US$16,597,808) (December 31, 2025 – $22,761,238 (US$16,597,808)), an annual inflation rate of 2.20% and discount rate of 4.24%. The closure and reclamation expenditure is expected to be incurred in 2036.

 

b)West Slope Project

 

The Company’s estimate of the environmental rehabilitation provision arising from the West Slope Project (Note 6) at March 31, 2026, was $5,112,828 (US$3,668,674) (December 31, 2025 – $4,986,662 (US$3,636,343)). This estimate was based upon an undiscounted risk-adjusted future cost of $5,375,335 (US$3,857,033) (December 31, 2025 – $5,289,304 (US$3,857,033)), an annual inflation rate of 2.20% and a discount rate of 3.66%. The closure and reclamation expenditure is expected to be incurred in 2030.

 

c)Papoose Property

 

The Company’s estimate of the environmental rehabilitation provision arising from the Papoose property (Note 6) at March 31, 2026, was $336,659 (US$241,568) (December 31, 2025 – $328,129 (US$239,277)). This estimate was based upon an undiscounted risk-adjusted future cost of $375,388 (US$269,357) (December 31, 2025 – $369,380 (US$269,357)), an annual inflation rate of 2.20% and risk adjusted discount rate of 3.94%. The closure and reclamation expenditure is expected to be incurred in 2032.

 

Page 15

 

 

Anfield Energy Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Expressed in Canadian Dollars)

(Unaudited)

 

 

12.Loans Payable

 

Credit Facility

 

On September 26, 2023, the Company entered into a loan agreement (the “Loan Agreement”) for a non-revolving term credit facility (the “Credit Facility”) with Extract Advisors LLC as agent (the “Agent”) for Extract Capital Master Fund Ltd. (the “Lender”), which was amended on October 6, 2023, April 15, 2024 and March 17, 2025. The Credit Facility of $4,300,000 and the additional tranche of US$6,000,000 mature on September 26, 2028, bears a coupon of the Secured Overnight Financing Rate (“SOFR”) plus 5.0% per annum, payable semi-annually in U.S. dollars. The Company, with written notice, may elect to capitalize the interest payable on the Credit Facility semi-annually, in arrears, at a rate of SOFR plus 7.0%.

 

The Credit Facility contains a mandatory prepayment clause where the Company must pay certain amount of proceeds from sale of secured assets, debt financings, or royalty sale transactions, to the Agent.

 

The Credit Facility is secured by a corporate guarantee and share pledge from each of the subsidiaries of the Company and contains certain other customary provisions, including certain covenants and default conditions in favour of the Lender.

 

On January 29, 2026, the Loan Agreement was amended to provide consent for the acquisition of BRS (Note 3) and was further amended on April 1, 2026. In consideration of the consent, the Company will issue 50,000 common shares of the Company and 180,085 bonus common share purchase warrants (the “Bonus Warrants”), with each Bonus Warrant entitling the holder thereof to acquire one common share of the Company at an exercise price of $8.11 per share until September 26, 2028. On April 10, the Company issued the 50,000 common shares and 180,085 bonus common share purchase warrants (Note 18).

 

The carrying value of the loans will be accreted using the effective interest rate method over the term of the Credit Facility. The effective interest rate for the 2023 tranche and 2025 tranche is estimated at 23.01% and 14.43%, respectively.

 

   Loan Payable 
Balance, December 31, 2025  $12,151,389 
Interest expense   535,746 
Foreign exchange impact   (215,733)
Balance, March 31, 2026  $12,471,402 

 

During the three months ended March 31, 2026, the Company recognized interest expense of $535,746 (2025 – interest expense of $251,579). As at March 31, 2026, a total of $12,471,402 (US$8,948,765) (December 31, 2025 - $12,151,389 (US$8,860,960)) of principal is outstanding, net of an unamortized discount of $2,119,191 (US$1,520,611) (December 31, 2025 – $2,205,685 (US$1,608,416)). As at March 31, 2026, $823,082 (US$590,597) (December 31, 2025– $394,870 (US$287,945)) is outstanding for interest which is included in accounts payable and accrued liabilities.

 

Page 16

 

 

Anfield Energy Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Expressed in Canadian Dollars)

(Unaudited)

 

 

13.Share Capital

 

Authorized share capital

 

Unlimited number of common shares without par value.

 

Issued Share Capital

 

As at March 31, 2026, the Company had 18,184,976 (December 31, 2025 – 15,942,823) issued and fully paid common shares.

 

Private Placements

 

During the three months ended March 31, 2026

 

On January 12, 2026, the Company closed a non-brokered private placement of 1,345,292 common shares at $6.19 (US$4.46) per share for gross proceeds of $8,323,920 (US$6,000,000). The Company incurred $416,064 of share issuance costs in connection with the private placement, of which $163,322 was paid during the fiscal year ended December 31, 2025, $245,795 was paid during the three months ended March 31, 2026, and $6,947 remains unpaid at March 31, 2026.

 

On February 27, 2026, the Company issued 896,861 common shares to UEC Energy Corp., a subsidiary of Uranium Energy Corp., which is a controlling shareholder of the Company, for gross proceeds to the Company of $5,550,440 (US$4,000,000). In connection with the private placement, the Company incurred share issuance costs of $281,291 of which $108,904 was paid during the fiscal year ended December 31, 2025, $167,755 was paid during the three months ended March 31, 2026, and $4,632 remains unpaid at March 31, 2026.

 

During the three months ended March 31, 2025

 

On January 15, 2025, the Company issued 1,428,571 common shares at $10.50 per share for gross proceeds of $15,000,000.

 

Warrants

 

Warrant activity is summarized as follows:

 

  

Number of warrants

  

Weighted average

exercise price

 
Balance at December 31, 2025 and March 31, 2026   4,210,709   $12.37 

 

Outstanding warrants are summarized as follows:

 

Number of warrants outstanding   Exercise price   Expiry
 2,950,305   $13.50   May 12, 2027
 799,000   $11.25   September 26, 2028
 461,404   $7.125   October 6, 2028
 4,210,709         

 

At March 31, 2026, the weighted average life of warrants was 1.53 (December 31, 2025 – 1.77) years.

 

Page 17

 

 

Anfield Energy Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Expressed in Canadian Dollars)

(Unaudited)

 

 

13.Share Capital (continued)

 

Omnibus Incentive Plan

 

On June 13, 2025, the Company approved an omnibus incentive plan which allows the Board of Directors of the Company from time to time, in its discretion, and in accordance with the TSX.V requirements, to grant non-transferable stock options, restricted share units and deferred share units (“Awards”) to directors, officers, employees and consultants of the Company (“Participants”). The number of common shares reserved for issuance for stock options and restricted share units will not exceed 10% and 5% of the Company’s issued and outstanding common shares, respectively. Stock options will be exercisable for a period of up to a maximum of ten years from the date of grant.

 

In connection with the foregoing, the number of common shares reserved for issuance to any one Participant in a 12-month period will not exceed five percent (5%) of the issued and outstanding common shares and the number of common shares reserved for issuance to all investor relation activities and consultants will not exceed two percent (2%) of the issued and outstanding common shares.

 

Options may be exercised no later than 90 days following cessation of the optionee’s position with the Company. Unvested RSUs shall be forfeited and cancelled following cessation of the optionee’s position with the Company. Each award other than stock options may not be vested before the date that is one year following the grant date of the award. Any stock options granted for investor relations services must vest in stages over a period of not less than 12 months.

 

Options

 

The following table summarizes the continuity of the Company’s stock options:

 

   Number of options   Weighted average exercise price 
Balance at December 31, 2025 and March 31, 2026   1,592,143   $7.47 

 

The weighted average remaining life of the outstanding options at March 31, 2026 was 2.78 (December 31, 2025 – 3.03) years.

 

Details of options outstanding, issued and exercisable, as at March 31, 2026 are as follows:

 

Number of options outstanding and exercisable   Exercise price   Expiry
 190,000   $9.00   August 27, 2026
 416,667   $7.50   September 20, 2027
 424,904   $7.50   October 6, 2028
 560,572   $6.90   December 31, 2030
 1,592,143         

 

Restricted Share Units

 

On December 31, 2025, the Company entered into Restricted Share Unit Agreements with directors, officers, employees and consultants of the Company to issue a total of 769,401 restricted share units (“RSUs”) which will vest after 12 months on December 31, 2026.

 

The fair value of the RSUs is measured based on the closing price of the Company’s common shares on the grant date and is recognized as share-based compensation over the vesting period.

 

Page 18

 

 

Anfield Energy Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Expressed in Canadian Dollars)

(Unaudited)

 

 

13.Share Capital (continued)

 

   Number of RSU’s 
Balance at December 31, 2025 and March 31, 2026   769,401 

 

During the three months ended March 31, 2026, the Company recognized share-based compensation expense of $1,335,596 (2025 - $nil) related to the RSU’s, of which $859,266 (2025 - $nil) pertained to directors and officers of the Company (Note 9).

 

14.Segmented Information

 

The Company’s property and equipment, exploration and evaluation assets and its related reclamation bonds and insurance, by geographical areas as at March 31, 2026 and December 31, 2025, were all located in USA. The Company operates in one operating segment being the exploration and evaluation of mineral properties.

 

15.Capital Management

 

The Company’s objectives when managing capital are to safeguard its ability to pursue the evaluation and exploration of its mineral exploration properties and to maintain a flexible capital structure, which optimizes the costs of capital at an acceptable risk. In the management of capital, the Company includes the components of share capital as well as cash. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may issue new shares, acquire or dispose of assets, or adjust the amount of cash and cash equivalents and short-term investments. In order to maximize ongoing development efforts, the Company does not pay out dividends. The Company is not subject to any externally imposed capital requirements. There were no changes during the year to management’s approach to capital management. The Company’s investment policy is to invest its excess cash in highly liquid investments that are readily convertible into cash with maturities of nine months or less from the original date of acquisition or when it is needed, selected with regards to the expected timing of expenditures from continuing operations.

 

16.Financial Instruments

 

a)Fair value

 

The carrying values of cash, accounts payable and due to related parties approximate their fair values due to the relatively short period to maturity of those financial instruments. The carrying value of the long-term debt approximates its fair value due to the floating rate interest charged under the credit facility. Financial instruments recorded at fair value on the statements of financial position are classified using a fair value hierarchy.

 

Page 19

 

 

Anfield Energy Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Expressed in Canadian Dollars)

(Unaudited)

 

 

16.Financial Risk Management (continued)

 

a)Fair value (continued)

 

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are as follows:

 

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities;

 

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

 

Level 3: Inputs that are not based on observable market data.

 

As at March 31, 2026, the financial instruments recorded at fair value on the statement of financial position are cash and marketable securities which are measured using Level 1, and the financial instruments recorded at amortized cost are reclamation bonds, accounts payable, due to related parties and loans payable.

 

The following are the contractual maturities of financial liabilities as at March 31, 2026:

 

   < 1 Year   1-2 Years   3-5 Years 
Accounts payable   2,286,282    –    – 
Due to related parties   446,584    –    – 
Loan payable   –    –    12,471,402 

 

b)Classification of financial instruments

 

Financial assets included in the statement of financial position are as follows:

 

  

March 31, 2026

  

December 31, 2025

 
Fair value through profit and loss:          
Cash  $8,104,405   $3,349,977 
Marketable securities   9,895    19,884 
           
Amortized cost:          
Reclamation bonds   17,146,322    16,725,199 

 

Financial liabilities included in the statement of financial position are as follows:

 

  

March 31, 2026

  

December 31, 2025

 
Non-derivative financial liabilities:          
Accounts payable  $2,286,282   $1,242,676 
Due to related parties   446,584    278,502 
Loan payable   12,471,402    12,151,389 

 

Page 20

 

 

Anfield Energy Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Expressed in Canadian Dollars)

(Unaudited)

 

 

16.Financial Risk Management (continued)

 

Financial Risk Management

 

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. The majority of cash is deposited in bank accounts held with major banks in Canada. As the majority of the Company’s cash is held by one bank there is a concentration of credit risk. This risk is managed by using a major bank that is high credit quality financial institutions as determined by rating agencies. The Company has secondary exposure to credit risk on its receivables. The receivables consist of refundable goods and services tax from the government. Credit risk is assessed as low.

 

Liquidity Risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company ensures that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash. Historically, the Company’s sole source of funding has been the issuance of equity securities for cash, primarily through private placements. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity funding. Liquidity risk is assessed as low.

 

The Company’s current liabilities are due on demand or have a term of less than a year. The Company’s long-term liabilities consist of a credit facility which is due on September 26, 2028.

 

Interest Rate Risk

 

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As at March 31, 2026, the Company loan payable of US$8,948,765 is subject to interest rate risk. The loan payable incurs interest based on the SOFR plus 5.0% per annum, payable semi-annually in U.S. dollars. The Company, with written notice, may elect to capitalize the interest payable on the Credit Facility semi-annually, in arrears, at a rate of SOFR plus 7.0%. If interest rates on the Company’s credit facility increased (decreased) by 100 basis points with all other variables held constant, finance costs on the credit facility would increase (decreased) by $124,714 (2025 – $138,322).

 

Foreign Currency Risk

 

Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The foreign currency risk for the Company is low as the foreign currencies held are in the functional currency of the entities.

 

The following tables detail the Company’s exposure to foreign currency risk as at March 31, 2026, including a sensitivity analysis to changes in foreign exchange rates:

 

   March 31, 2026 
   USD   Change in currency   Effect on income (loss) 
Net monetary assets  $7,441,752    10%  $1,037,116 
Net monetary liabilities  $(11,006,740)   10%  $(1,533,949)

 

Page 21

 

 

Anfield Energy Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Expressed in Canadian Dollars)

(Unaudited)

 

 

16.Financial Risk Management (continued)

 

Commodity Risk

 

Commodity risk is the risk that the value of future cash flows and profits will fluctuate based on the prices of commodities. The Company is exposed to changes in the price of commodities. Changes in the price of commodities will impact the Company’s ability to obtain financing to explore its exploration and evaluation assets.

 

As at March 31, 2026, the Company has no contracts or agreements in place to mitigate these price risks.

 

17.Contingent Liability

 

On November 13, 2025, the Company, its subsidiary Highbury Resources Inc. and a co-defendant were served with a Demand for Arbitration through the American Arbitration Association by a plaintiff alleging breach of contract relating to an asset purchase agreement dated December 28, 2018 and mineral supply agreement dated February 28, 2019. One of the underlying assets acquired under these agreements was subsequently assigned to the co-defendant as part of a property swap agreement which closed June 6, 2022. The plaintiff is seeking 125,000 pounds of yellowcake uranium or an equivalent dollar amount of approximately US$10,000,000. The Company intends to vigorously defend the claim, should the Arbitration advance beyond this initial stage, as it considers the obligation for remittance of the 125,000 of yellowcake uranium to be the responsibility of the co-defendant under the terms of the property swap agreement. No amount has been provided for in the Company’s March 31, 2026 condensed interim consolidated financial statements in relation to the Demand for Arbitration as the Company is not able to evaluate the likelihood of an unfavourable outcome or the range of potential loss.

 

18.Subsequent Events

 

On April 1, 2026, the Company announced that, further to the amended terms of the loan agreement (Note 10) on January 29, 2026, the Company has amended the consideration for the consent. The amended terms state that the Company will issue 50,000 common shares of the Company and 180,085 bonus common share purchase warrants, with each bonus warrant entitling the holder thereof to acquire one common share of the Company at an exercise price of $8.11 per share until September 26, 2028.

 

On May 8, 2026, the Company closed the acquisition of BRS Inc. (Note 3).

 

Page 22