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Unaudited Condensed Interim Consolidated
Financial Statements and Notes

FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2025 AND 2024

PRESENTED IN CANADIAN DOLLARS

 

 

 

 

 

 

 

 


Condensed Interim Consolidated Statements of
Financial Position
(Unaudited, Presented in Canadian dollars)

As at Note    October 31,
2025
    April 30,
2025
 
      $     $  
ASSETS              
Current assets              
Cash and cash equivalents     194,479,320     132,616,939  
Short-term investments     94,056,816     11,906,000  
Value-added tax receivable 5   9,976,660     15,295,990  
Other receivables     1,025,191     876,546  
Prepaids and other expenses     1,536,054     2,311,585  
Total current assets     301,074,041     163,007,060  
               
Non-current assets              
Long-term value-added tax receivable 5   10,011,355     1,960,666  
Other investments     4,306,500     331,500  
Investment in Vizsla Royalties Corp. 6   11,896,290     7,404,597  
Other non-current assets     -     16,248  
Property, plant, and equipment     679,149     695,067  
Exploration and evaluation assets 7c   293,878,848     241,527,631  
Total non-current assets     320,772,142     251,935,709  
Total assets     621,846,183     414,942,769  
               
LIABILITIES              
Current liabilities              
Accounts payable and accrued liabilities 7a   8,654,115     4,391,273  
Due to related parties 8   264,881     394,027  
Income tax payable     85,201     -  
Total current liabilities     9,004,197     4,785,300  
               
Non-current liabilities              
Non-current accounts payable 7a   -     1,607,041  
Total liabilities     9,004,197     6,392,341  
               
SHAREHOLDERS' EQUITY              
Share capital 9   593,013,785     421,292,611  
Shares to be issued 7a,7b   16,405,277     8,458,861  
Reserves     53,365,805     45,456,805  
Accumulated other comprehensive income     30,799,490     8,913,400  
Deficit     (80,742,371 )   (75,571,249 )
Total shareholders' equity     612,841,986     408,550,428  
Total liabilities and shareholders' equity     621,846,183     414,942,769  

Note 1 - Nature and Continuance of Operations

Note 14 - Subsequent Events

See accompanying notes to the condensed interim consolidated financial statements

Approved by the Board of Directors on December 11, 2025

"Michael Konnert"   "Craig Parry"
Director, CEO   Director, Chairman


Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
(Unaudited, Presented in Canadian dollars)

      Three months ended
October 31,
    For the six months ended
October 31,
 
  Note   2025      2024
(Note 10)
    2025     2024
(Note 10)
 
      $     $     $     $  
Exploration and evaluation expenses 7b   -     -     (24,131 )   -  
                           
General and administrative expenses                          
Office and administrative     (1,380,340 )   (595,635 )   (2,369,228 )   (1,123,775 )
Professional fees     (4,663,873 )   (1,138,929 )   (8,432,429 )   (2,187,553 )
Marketing and communication     (1,366,564 )   (803,740 )   (1,542,522 )   (1,820,615 )
Regulatory and transfer agent     (101,927 )   (144,384 )   (268,932 )   (256,429 )
Share-based compensation 9d-9f   (3,455,808 )   (2,394,464 )   (8,481,048 )   (6,083,777 )
Depreciation     (111,187 )   (71,868 )   (179,724 )   (137,353 )
Loss from operations     (11,079,699 )   (5,149,020 )   (21,273,883 )   (11,609,502 )
                           
Other income (expense)                          
Interest and finance income     1,588,746     797,528     4,158,407     1,138,698  
Foreign exchange gain (loss)     1,877,026     (549,326 )   5,086,993     (601,796 )
Gain (loss) on other investments     2,373,000     80,779     2,475,000     218,402  
Gain on debt settlement of Vizsla Royalties 6   -     -     -     321,862  
Gain on spin out of Vizsla Royalties 6   -     -     -     13,749,421  
Gain (Loss) in share of Vizsla Royalties 6   (1,623,937 )   (561,520 )   4,491,693     (561,520 )
Transaction costs     -     -     -     (112,997 )
Earnings (loss) before income taxes     (6,864,864 )   (5,381,559 )   (5,061,790 )   2,542,568  
                           
Current income tax (recovery)     (9,989 )   -     85,201     -  
Net income (loss) for the period     (6,854,875 )   (5,381,559 )   (5,171,122 )   2,542,568  
                           
Other comprehensive Income (loss)                          
Items that will be reclassified subsequently                          
Translation gain (loss) on foreign operations     11,493,970     (13,018,226 )   21,886,090     (31,644,182 )
Comprehensive income (loss)     4,639,095     (18,399,785 )   16,714,968     (29,101,614 )
Basic earnings (loss) per share     (0.02 )   (0.02 )   (0.02 )   0.01  
Diluted earnings (loss) per share     (0.02 )   (0.02 )   (0.02 )   0.01  
                           
Weighted average number of common shares                          
Basic     344,287,086     261,580,254     329,822,475     247,111,144  
Diluted     366,207,578     261,580,254     351,742,967     255,151,178  

See accompanying notes to the condensed interim consolidated financial statements


Condensed Interim Consolidated Statements of Cash Flows
(Unaudited, Presented in Canadian dollars)

      Six months ended
October 31,
 
  Note   2025      2024  
      $     $  
Operating activities              
Net income (loss) for the period     (5,171,122 )   2,542,568  
Items not affecting cash:              
Depreciation     179,725     137,353  
Share-based compensation 9d-9f   8,481,048     6,083,777  
Gain on other investments     (2,475,000 )   (218,402 )
(Gain) loss in share of Vizsla Royalties Corp. 6   (4,491,693 )   561,520  
Gain on debt settlement from Visla Royalties Corp. 6   -     (321,862 )
Gain on spin out of Visla Royalties Corp. 6   -     (13,749,421 )
Changes in non-cash working capital items 14   (1,992,284 )   (1,564,426 )
               
Net cash flows used in operating activities     (5,469,326 )   (6,528,893 )
               
Investing activities              
Payments for exploration & evaluation assets and property plant & equipment 7   (20,610,770 )   (9,641,700 )
Acquisition of other investments     (1,500,000 )   (187,000 )
Short-term investments in Guaranteed Investment Certificate ("GIC")     (82,150,816 )   -  
Net cash flows used in investing activities     (104,261,586 )   (9,828,700 )
               
Financing activities              
Common shares proceeds - net of share issuance 9b   160,364,153     80,864,166  
Proceeds from exercise warrants 9c   267,529     16,338,210  
Proceeds from exercise of stock options 9d   7,647,760     5,006,128  
Net cash flows provided by financing activities     168,279,442     102,208,504  
               
Effects of exchange rate changes on cash and cash equivalents     3,313,851     (814,511 )
Increase in cash and cash equivalents     61,862,381     85,036,400  
Cash and cash equivalents, beginning of period     132,616,939     37,548,304  
Cash and cash equivalents, end of period     194,479,320     122,584,704  

Supplemental cash flow information (Note 14)

See accompanying notes to the condensed interim consolidated financial statements


Condensed Interim Consolidated Statements of Changes in Equity
(Unaudited, Presented in Canadian dollars, except for number of shares)

    Attributable to equity holders of the Company  
    Number of
common
shares
    Share
Capital
    Reserves     Share to be
issued
    Accumulated
other
comprehensive
income (loss)
    Deficit     Total  
    #     $     $     $     $     $     $  
Balance, April 30, 2024   232,642,035     270,775,104     36,572,860     882,830     21,927,333     (61,051,168 )   269,106,959  
Shares issued pursuant to property acquisition   706,074     1,531,735     -     9,990,641     -     -     11,522,376  
Shares issued pursuant to over-allotment options, bought deal and ATM   32,650,000     86,258,172     -     -     -     -     86,258,172  
Shares issued pursuant to exercise of warrants, options, and RSUs   12,745,779     21,525,636     (181,298 )   -     -     -     21,344,338  
Share issuance costs - cash   -     (5,394,006 )   -     -     -     -     (5,394,006 )
Stock-based compensation - options   -     -     5,299,436     -     -     -     5,299,436  
Stock-based compensation - RSUs   -     -     784,341     -     -     -     784,341  
Distribution to shareholders   -     -     -     -     -     (6,669,084 )   (6,669,084 )
Net loss and other comprehensive loss for the period   -     -     -     -     (31,644,182 )   2,542,568     (29,101,614 )
Balance, October 31, 2024   278,743,888     374,696,641     42,475,339     10,873,471     (9,716,849 )   (65,177,684 )   353,150,918  
                                           
Balance, April 30, 2025   298,374,460     421,292,611     45,456,805     8,458,861     8,913,400     (75,571,249 )   408,550,428  
Shares issued pursuant to property acquisition   1,309,524     2,869,684     -     7,946,416     -     -     10,816,100  
Shares issued pursuant to over-allotment options, bought deal and ATM   41,434,100     160,364,153     -     -     -     -     160,364,153  
Shares issued pursuant to exercise of warrants, options, and RSUs   4,727,995     8,487,337     (572,049 )   -     -     -     7,915,288  
Stock-based compensation - options   -     -     5,554,452     -     -     -     5,554,452  
Stock-based compensation - RSUs   -     -     1,760,611     -     -     -     1,760,611  
Stock-based compensation - DSUs   -     -     1,165,986     -     -     -     1,165,986  
Net income and other comprehensive income for the period   -     -     -     -     21,886,090     (5,171,122 )   16,714,968  
Balance, October 31, 2025   345,846,079     593,013,785     53,365,805     16,405,277     30,799,490     (80,742,371 )   612,841,986  

See accompanying notes to the condensed interim consolidated financial statements


Notes to the Condensed Interim Consolidated Financial Statements
As at October 31, 2025, and April 30, 2025, and for the
three and six months ended October 31, 2025, and 2024
(Unaudited, Presented in Canadian dollars except number of shares,
options and per share amounts, unless otherwise noted)

1. Corporate Information and Nature of Operations

The Company was incorporated on September 26, 2017, under the Business Corporations Act (British Columbia) under the name Vizsla Capital Corp. On March 8, 2018, the Company changed its name to Vizsla Resources Corp. On February 5, 2021, the Company changed its name to Vizsla Silver Corp. (the "Company", "Vizsla Silver"). On January 21, 2022, Vizsla Silver Corp. was listed on the NYSE American and commenced trading under the symbol "VZLA". Effective November 7, 2024, the common shares of the Company were uplisted to the TSX under the symbol VZLA. The Company's principal business activity is the exploration of mineral properties. The Company currently conducts substantially all its operations in Canada and Mexico in one business segment.

The head office and principal address of the Company is 595 Burrard Street, Suite 1723 Vancouver, BC V7X 1J1.

These condensed interim consolidated financial statements have been prepared using accounting principles applicable to a going concern which assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business.

2. Basis of Presentation

Statement of Compliance

These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34 ("IAS"), Interim Financial Reporting. Certain disclosures included in the Company's audited consolidated financial statements for the years ended April 30, 2025 and 2024 ("Annual Financial Statements") prepared in accordance with IFRS® Accounting Standards ("IFRS Accounting Standards") as issued by the International Accounting Standards Board ("IASB") have been condensed or omitted, and accordingly, these condensed interim consolidated financial statements should be read in conjunction with the Company's Annual Financial Statements.

These condensed interim consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value. All financial information has been presented in Canadian dollars in these condensed interim consolidated financial statements, except when otherwise indicated.

These condensed interim consolidated financial statements were approved by the Board of Directors of the Company on December 11, 2025.

For the three and six months ended October 31, 2025, certain prior period amounts have been reclassified to conform to the current year's presentation. These reclassifications had no impact on previously reported net loss and other comprehensive loss for the period, cash flows, or shareholders' equity. The Company believes that this change reflects best the nature of the expenses of the General and administrative ("G&A") expense. See Note 10 - Reclassifications for further details.

Adoption of new accounting standards

The Company did not adopt any new International Financial Reporting Standards ("IFRS Accounting Standards") or amendments to existing standards, which were effective for accounting periods beginning on or after May 1, 2025.

The IASB has issued amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates regarding lack of exchangeability, effective for annual periods beginning on or after January 1, 2025.


Notes to the Condensed Interim Consolidated Financial Statements
As at October 31, 2025, and April 30, 2025, and for the
three and six months ended October 31, 2025, and 2024
(Unaudited, Presented in Canadian dollars except number of shares,
options and per share amounts, unless otherwise noted)

The Company has assessed the amendment and determined that the adoption of the amendment has no material impact on the Company's financial statements.

The IASB has also issued amendments to IFRS Accounting Standards 9 and IFRS Accounting Standards 7 on classification and measurement of financial instruments, effective for annual periods beginning on or after January 1, 2026. The Company is currently assessing the potential impact of these amendments.

On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also applies to comparative information. IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it may change what an entity reports as its 'operating profit or loss'. Key new concepts introduced in IFRS 18 relate to: (i) the structure of the statement of profit or loss; (ii) required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements (that is, management-defined performance measures); and (iii) enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. The Company is currently assessing the effects of IFRS 18 on the consolidated financial statements.

3. Material Accounting Policies

The accounting policies applied in the preparation of these condensed interim consolidated financial statements are consistent with those applied and disclosed in the 2025 Annual Financial Statements.

4. Significant Judgments and Estimates

In preparing the Company's condensed interim consolidated financial statements for the three and six months ended October 31, 2025, the Company applied the critical judgements and estimates, and key sources of estimation uncertainty disclosed in Note 4, of its 2025 Annual Financial Statements.

The preparation of the Company's condensed interim consolidated financial statements in conformity with IAS 34 requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

5. Value-added tax receivable

Value-added tax receivables and long-term value-added tax receivables include value-added taxes ("VAT") receivables generated on the purchase of supplies and services and are receivable from the Mexican government. The Company classifies VAT receivables as non-current if it does not expect collection of certain amounts to occur within the next year. The recovery of VAT involves a complex application process, and the timing of collection of VAT receivables is uncertain.


Notes to the Condensed Interim Consolidated Financial Statements
As at October 31, 2025, and April 30, 2025, and for the
three and six months ended October 31, 2025, and 2024
(Unaudited, Presented in Canadian dollars except number of shares,
options and per share amounts, unless otherwise noted)

As at October 31, 2025, the current VAT receivable are as follows:

    October 31,
2025
    April 30, 2025  
    $     $  
Total Value-added tax receivable   19,988,015     17,256,656  
Less: non-current portion   (10,011,355 )   (1,960,666 )
Current portion   9,976,660     15,295,990  

During the six months period ended October 31, 2025, the Company received a net refund of VAT of $1,093,610 ($15,300,230 Mexican Pesos (Year ended April 30, 2025: $3,785,015 ($53,688,159 Mexican pesos)) from the tax authorities.

6. Investments in Vizsla Royalties Corp.

On June 12, 2025, Vizsla Royalties Corp. completed a bought deal offering of 31,510,000 common shares at a price of $2.00 per common share for aggregate gross proceeds of $63,020,000, including proceeds raised from the over-allotment option, exercised in full, which the Company was not a part of, reducing its ownership to 17.20%. In consideration for the services provided by the Underwriters in connection with the Offering, Vizsla Royalties Corp paid to the Underwriters a cash commission equal to 5% of the gross proceeds for net proceeds of $59,869,000

A summary of the company's investment activity in Vizsla Royalties Corp. is as follows:

    $  
Addition of an associate   6,911,174  
Share of loss of an associate   (1,396,134 )
Deemed disposal gain   1,889,557  
Balance as of April 30, 2025   7,404,597  
Share of loss of an associate   (2,547,301 )
Deemed disposal gain   7,038,994  
Balance as of October 31, 2025   11,896,290  

As of October 31, 2025, the Company holds a 17.19% interest in Vizsla Royalties Corp. Despite the ownership being below 20%, the Company continues to exercise significant influence through its representation on 40% of the board of directors.

Royalty agreement - Net Smelter Royalty ("NSR")

As of October 31, 2025, Vizsla Royalties Corp. holds 3.5% NSR on the Silverstone Concessions of which 0.5% was retained from the spin-out from the Company, and 2.0% NSR on multiple properties that are part of the Panuco-Copala properties.

7. Exploration and Evaluation assets

a) Acquisition of Goanna Resources, S.A.P.I. de C.V (La Garra claims)

The Company entered into a share purchase agreement (the "SPA") dated March 27, 2024, with Exploradora Minera La Hacienda S.A. de C.V. and Manuel de Jesus Hernandez Tovar (collectively, the "Sellers") pursuant to which they agreed to acquire (the "Acquisition") all of the outstanding shares of Goanna Resources, S.A.P.I. de C.V. ("Goanna Resources"), a private Mexican corporation, from the Sellers. Goanna Resources is the owner of the La Garra-Metates District.


Notes to the Condensed Interim Consolidated Financial Statements
As at October 31, 2025, and April 30, 2025, and for the
three and six months ended October 31, 2025, and 2024
(Unaudited, Presented in Canadian dollars except number of shares,
options and per share amounts, unless otherwise noted)

Pursuant to the SPA, the Company agreed to make cash payments in an aggregate of $4,134,621 (US$3,075,000) in cash (collectively, the "Cash Payments") and issue a fixed number of shares amounting in aggregate to 5,555,555 common shares in the capital of the Company (collectively, the "La Garra Consideration Shares") to the Sellers. Given the deferred share consideration is fixed, the Company has accounted for equity recorded as "Shares to be Issued."

For accounting purposes, the acquisition was recorded as an asset acquisition as Goanna Resources did not meet the definition of a business, as defined in IFRS 3 -Business Combinations.

Cash Payments will be made, and the La Garra consideration shares will be issued over a period of 24 months from closing. On October 7, 2024, the Company and the Sellers agreed to establish this date as the effective date for the La Garra considerations shares ("effective date") and an updated payment schedule for the Cash Payments changing the timing of them to start on October 30, 2024 and the subsequent payments to happen in the same schedule originally set up.

A summary of the company's cash payments and share issuance activity is as follows:

    Cash     Shares  
    US$     #  
Signing of nonbinding LOI (i)   100,000     -  
Closing of the transaction (ii)   -     257,937  
October 30, 2024 (iii)   150,000     -  
3 months from effective date (iv)   -     476,190  
January 30, 2025 (v)   275,000     -  
6 months from effective date (vi)   -     535,714  
April 30, 2025 (vii)   225,000     -  
9 months from effective date (viii)   -     595,238  
July 30, 2025 (ix)   350,000     -  
12 months from effective date(x)   -     714,286  
October 30, 2025(xi)   300,000     -  
15 months from effective date   -     833,333  
January 30, 2026   375,000     -  
18 months from effective date   -     952,381  
July 30, 2026   1,300,000     -  
24 months from effective date   -     1,190,476  
    3,075,000     5,555,555  

i. Paid on January 18, 2024.

ii. Issued on October 16, 2024.

iii. Paid on October 25, 2024.

iv. Issued on January 16, 2025.

v. Paid on January 22, 2025.

vi. Issued on April 16, 2025.

vii. Paid on April 24, 2025.

viii. Issued on July 16, 2025.

ix. Paid on July 31, 2025.

x. Issued on October 16, 2025

xi. Paid on October 24, 2025

b)  Acquisition of Santa Fe

Purchase Agreement - Exploration Concessions

The Company entered into a purchase agreement (the "Purchase Agreement") dated May 14, 2025 with Mr. Eduardo de la Peña Gaitán (the "Vendor"). Under the terms of the Purchase Agreement, Vizsla Silver agreed to purchase (the "Purchase") certain exploration concessions (the "Exploration Concessions") comprising the Santa Fe Project.


Notes to the Condensed Interim Consolidated Financial Statements
As at October 31, 2025, and April 30, 2025, and for the
three and six months ended October 31, 2025, and 2024
(Unaudited, Presented in Canadian dollars except number of shares,
options and per share amounts, unless otherwise noted)

As of October 31, 2025, the Company have completed the Purchase:

The share consideration was measured based on fair value of the shares applying a Discount for Lack of Marketability (DLOM) to adjust for liquidity. DLOM is based on the risk arising from the restrict holding period set out on the Acquisition. The share price is derived from the market price on the effective date, June 17, 2025, of $4.83, with consideration for the lack of marketability. This effectively defers the issuance of 2,746,780 common shares of Vizsla, which hold an aggregate value of $10,816,100, to be fulfilled over a period of 36 months from the closing date of the Acquisition.

Costs related to the properties summarized as follows:

    Balance     Additions     Balance     Additions     Balance  
    April 30, 2024           April 30, 2025           October 31,
2025
 
Acquisition costs   $     $     $     $     $  
Cash   -     -     -     1,987,671     1,987,671  
Shares issued pursuant to property acquisition   -     -     -     10,816,100     10,816,100  
Transaction cost   -     17,670     17,670     -     17,670  
Subtotal   -     17,670     17,670     12,803,771     12,821,441  



 
    Balance     Additions     Balance     Additions     Balance  
    April 30, 2024           April 30, 2025           October 31,
2025
 
Exploration and evaluation expenses   $     $     $     $     $  
                               
Tenement taxes   -     -     -     483,160     483,160  
Subtotal   -     -     -     483,160     483,160  
    -     17,670     17,670     13,286,931     13,304,601  
Effect of change in exchange rate   -     -     -     579,754     579,754  
Total   -     17,670     17,670     13,866,685     13,884,355  

Option Agreement - Production Concessions

The Company entered into an option agreement (the "Option Agreement") dated May 14, 2025 with Mr. Eduardo de la Peña Gaitán, on his own behalf and in representation of Margarita Gaitán Enríquez, Mariano Pablo Fuente Chapoy, Industrial Minera Tres Tortugas, S.A. de C.V., Grupo Tres Tortugas, S.A. de C.V., Industrial Minera Sinaloa, S.A. de C.V. and Inca Azteca Gold, S.A. de C.V. (collectively, the "Optionors"). Under the terms of the Option Agreement, Vizsla Silver has the option (the "Option") to acquire a 100% interest in certain production concessions (the "Production Concessions") comprising the Santa Fe Project over a five-year period.


Notes to the Condensed Interim Consolidated Financial Statements
As at October 31, 2025, and April 30, 2025, and for the
three and six months ended October 31, 2025, and 2024
(Unaudited, Presented in Canadian dollars except number of shares,
options and per share amounts, unless otherwise noted)

The Company may exercise the Option by:

As of October 31, 2025, the Company has not made any disbursements, except for covering 50% of the tenement taxes owed by the Optionors. Additionally, the Company has not engaged in any share issuances during this period.

c) Exploration and Evaluation assets

The Company's Exploration and Evaluation assets consist of the Panuco-Copala, La Garra, El Richard and San Enrique, and Santa Fe. Costs related to the properties can be summarized as follows:

    Panuco -
Copala
    La Garra     El Richard and
San Enrique
2
    Santa Fe     Panuco
Central &
East
    Total  
Cost                                    
    $     $     $     $     $     $  
As at April 30, 2024   207,315,821     -     1,390,673     -     -     208,706,494  
Additions   25,584,306     18,350,905     543,016     17,670     -     44,495,897  
Effect of change in exchange rate   (11,551,104 )   -     (123,656 )   -     -     (11,674,760 )
As at April 30, 2025   221,349,023     18,350,905     1,810,033     17,670     -     241,527,631  
Additions   20,848,790     132,070     174,101     13,286,931     -     34,441,892  
Transfers1   (47,701,502 )   -     28,533,236     -     19,168,266     -  
Effect of change in exchange rate   19,327,161     (12,912 )   (1,984,678 )   579,754     -     17,909,325  
As at October 31, 2025   213,823,472     18,470,063     28,532,692     13,884,355     19,168,266     293,878,848  

(1) The Company transferred certain mining concessions from Minera Canam to newly formed entities Panuco Silver Resources S.A de C.V (Panuco Central & East) and Sinaloa Minerals Explorations S.A de C.V (El Richard and San Enrique). The transfer was performed in accordance with Mexican Income Tax Law and the Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations issued by the Organization for Economic Co-operation and Development.

(2) The consideration shares were subject to a four-month hold period pursuant to applicable Canadian securities laws and Inca Azteca Gold has agreed to voluntary resale restrictions, whereby 12.5% of the consideration shares will become free trading on the date that is four months and one day from the effective date and an additional 12.5% will become free trading every three months thereafter. As of October 31, 2025, 168,052 common shares are still under restriction.

8. Related Party Transactions

During the six month periods ended October 31, 2025, and 2024, the Company has the following related party transactions:

(a) The Company has incurred $2,354,773 (October 31, 2024: $731,248) in salary, consulting fees, and management fees to the Company's officers, directors, and companies owned by the Company's officers as compensation.

(b) The Company has incurred $209,000 (October 31, 2024: $175,000) in director fees to the Company's independent directors.


Notes to the Condensed Interim Consolidated Financial Statements
As at October 31, 2025, and April 30, 2025, and for the
three and six months ended October 31, 2025, and 2024
(Unaudited, Presented in Canadian dollars except number of shares,
options and per share amounts, unless otherwise noted)

(c) The Company has paid $765,327 (October 31, 2024: $390,000) to a company with common directors and officers for technical consulting and General and Administrative expenses.

(d) The Company has granted 2,450,000 (October 31, 2024: 4,850,000) stock options to officers and directors of the Company (Note 11(d)).

(e) The Company has granted 750,000 (October 31, 2024: 360,000) RSUs to officers of the Company  (Note 11(e)).

(f) The Company has granted 850,000 (October 31, 2024: nil) DSUs to directors of the Company (Note 11(f)).

(g) The Company has granted 725,000 (October 31, 2024: nil) Performance-Based Restricted Stock Units (PRSU) to officers of the Company.

(h) As of October 31, 2025, $nil was payable to officers of the Company (October 31, 2024: $96,113)

(i) As of October 31, 2025, $264,861 was payable to a Company with common directors and officers

During the three month periods ended October 31, 2025, and 2024, the Company has the following related party transactions:

(j) The Company has incurred $896,497 (October 31, 2024: $365,264) in salary, consulting fees, and management fees to the Company's officers and companies owned by the Company's officers as compensation.

(k) The Company has incurred $104,500 (October 31, 2024: $87,500) in director fees to the Company's independent directors.

(l) The Company has paid $382,664 (October 31, 2024: $118,100) to a company with common directors and officers for technical consulting and General and Administrative expenses.

(m) The Company has granted 725,000 (October 31, 2024: nil) Performance-Based Restricted Stock Units (PRSU) to officers of the Company.

These transactions are in the normal course of operations and have been valued in these condensed interim consolidated financial statements at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

9. Share Capital

a) Authorized

The Company's authorized capital stock consists of an unlimited number of common shares and an unlimited number of preferred shares without nominal or par value.

b) Issued and outstanding

As of October 31, 2025, 345,846,079 (April 30, 2025: 298,374,460) common shares with no par value were issued and outstanding.


Notes to the Condensed Interim Consolidated Financial Statements
As at October 31, 2025, and April 30, 2025, and for the
three and six months ended October 31, 2025, and 2024
(Unaudited, Presented in Canadian dollars except number of shares,
options and per share amounts, unless otherwise noted)

During the six months period ended October 31, 2025, the Company issued common shares of the Company as follow:

On June 26, 2025, the Company completed the bought deal public offering of 33,334,000 common shares of the Company at a price of US$3.00 per common share for aggregate gross proceeds of $136,402,728 (US$100,002,000). The Company has granted the underwriters an over-allotment option, exercisable at the offering price for a period of 30 days after and including the closing date of the offering, to purchase up to an additional 5,000,100 common shares. The Company paid to the underwriters a cash commission equal to $7,262,346 (US$5,324,300) in cash share issue costs and other costs for net proceeds of $129,140,382 (US$94,677,700). On July 14, 2025 the Company completed to the underwriters an over-allotment option, exercisable at the offering price for a period of 30 days after and including the closing date of the offering, to purchase up to an additional 5,000,100 common shares US$3.00 per common share for aggregate gross proceeds of $20,539,910 (US$15,000,300) announced on June 26, 2025. The Company paid to the underwriters a cash commission equal to $1,029,050 (US$751,515) in cash share issue costs and other costs for net proceeds of $19,510,860 (US$14,248,785).

The Company conducted a series of financings through its existing ATM facility. As a result, a total of 3,100,000 common shares were issued at a weighted average share price of US$3.13 per common share for aggregate gross proceeds of $13,297,831 (US$9,691,598). The Company paid to the underwriters a cash commission equal to $1,753,644 (US$1,278,074) in cash share issue costs and other costs for net proceeds of $16,492,296 (US$12,019,757). Cash commissions to the underwriters of the transactions for a total of $9,569,470 (US$ 6,985,015).

On July 16, 2025, the Company issued 595,238 common shares for a total value of $1,334,216 to the sellers in relation to the acquisition of Goanna Resources (Note 7(a)). On October 16, 2025, the Company issued 714,286 common shares for a total value of $1,535,468 to the sellers in relation to the acquisition of Goanna Resources (Note 7(a)).

During the six months period ended October 31, 2024, the Company issued common shares of the Company as follow:

8,879,468 warrants were exercised at a weighted average exercises price of $1.84 for proceeds of $16,338,210, and 3,753,000 options were exercised at a weighted average exercise price of $1.33 for proceeds of $5,006,128. 113,311 RSUs were exercised and converted to common shares at the vested price of $1.60.

On September 19, 2024, the Company completed its previously announced bought deal public offering of 25,000,000 common shares of the Company at a price of $2.60 per share for aggregate gross proceeds of $65,000,000. In addition, the Company granted the underwriters an over-allotment option exercisable at the same price to purchase 3,750,000 which was exercised for gross proceeds of $9,750,000.

On October 25, 2024, the Company completed an at-the-market offering ("ATM") of 3,900,000 common shares of the Company at a price of $2.95 (US$2.19) for gross proceeds of $11,508,172 (US$8,537,880). Cash commissions to the underwriters of both transactions totaled $5,394,006.

On May 8, 2024, the Company issued 448,137 shares in relation to the acquisition of El Richard - San Enrique claims (Note 8).

On October 16, 2024, the Company issued to the Sellers 257,937 shares in relation to the acquisition of Goanna Resources (Note 8).


Notes to the Condensed Interim Consolidated Financial Statements
As at October 31, 2025, and April 30, 2025, and for the
three and six months ended October 31, 2025, and 2024
(Unaudited, Presented in Canadian dollars except number of shares,
options and per share amounts, unless otherwise noted)

c) Warrants

A summary of the Company's warrant activity is as follows:

    October 31, 2025     April 30, 2025  
     
Number of
warrants
    Weighted
average

exercise price
     
Number of
warrants
    Weighted
average
exercise price
 
    #     $     #     $  
Warrants outstanding, beginning of the period   233,553     1.48     15,437,163     1.89  
Exercised   (178,353 )   (1.48 )   (15,040,837 )   (1.90 )
Expired   -     -     (162,773 )   (1.57 )
Warrants outstanding, end of the period   55,200     1.48     233,553     1.48  

The following warrants were outstanding and exercisable on October 31, 2025:

Expiry date Exercise price (1) Number of warrants
outstanding and exercisable
  $ #
February 28, 2026 1.48 55,200

(1) According to the Arrangement with Vizsla Royalties on June 24, 2024 (Note 5), each Vizsla Silver Warrant was exchanged for one Vizsla Silver Replacement Warrant with the exercise price being adjusted accordingly.

As of October 31, 2025, the weighted average remaining contractual life for outstanding warrants is 0.33 years (April 30, 2025: 0.83 years).

d) Options

The Company has adopted a Stock Option Plan pursuant to which options may be granted to directors, officers, and consultants of the Company. Under the terms of the Plan, the Company can issue a maximum of 10% of the issued and outstanding common shares at the time of the grant, a maximum term of 10 years, and the exercise price of each option is determined by the directors but may not be less than the closing market price of the Common Shares on the day preceding the date of granting of the option less any available discount, in accordance with TSXV Policies. No option may be granted

for a term longer than ten years. Options granted under the Plan including vesting and the term, are determined by, and at the discretion of, the Board of Directors.


Notes to the Condensed Interim Consolidated Financial Statements
As at October 31, 2025, and April 30, 2025, and for the
three and six months ended October 31, 2025, and 2024
(Unaudited, Presented in Canadian dollars except number of shares,
options and per share amounts, unless otherwise noted)

A summary of the Company's stock option activity during the six months period October 31, 2025 and year ended April 30, 2025 is as follows:

    October 31, 2025     April 30, 2025  
    Number of
options
    Weighted
average
exercise
price
    Number of
options
    Weighted
average
exercise
price
 
    #     $     #     $  
Options outstanding, beginning of the period   18,539,000     1.91     18,803,722     1.66  
Issued   4,092,500     2.91     6,050,000     2.24  
Cancelled   (4,000 )   2.90     (175,000 )   (1.73 )
Exercised   (4,284,000 )   (1.75 )   (6,139,722 )   (1.44 )
Options outstanding, end of the period   18,343,500     2.17     18,539,000     1.91  
Options exercisable, end of the period   12,581,500     1.97     14,110,000     1.85  

A summary of the Company's stock options outstanding and exercisable as of October 31, 2025, is as follows:

Expiry date   Exercise price     Adjusted
exercise price
    Adjusted
exercise
price
(1)
    Number of
Options
outstanding
    Number of
Options

exercisable
 
    $     $     $     #     #  
January 12, 2026   1.71     1.64     1.63     60,000     60,000  
February 17, 2026   1.5     1.44     1.43     450,000     450,000  
June 22, 2026   2.31     2.22     2.20     1,885,000     1,885,000  
July 27, 2026   2.44     2.34     2.32     139,000     139,000  
September 24, 2026   2.25     2.25     2.23     1,275,000     1,275,000  
February 1, 2027   2.45     2.45     2.43     200,000     200,000  
June 2, 2027   1.74     1.74     1.72     385,000     385,000  
February 10, 2028   1.6     1.6     1.59     1,051,000     1,051,000  
May 19, 2028   1.6     1.6     1.59     2,306,000     2,306,000  
November 15, 2028   1.36     1.6     1.59     240,000     160,000  
February 27, 2029   0.15     0.14     0.14     480,000     480,000  
June 12, 2029   2.26     2.26     2.24     5,845,000     3,433,000  
May 1, 2030   2.90     2.90     2.90     3,985,000     749,000  
July 29, 2030   4.33     4.33     4.33     42,500     8,500  
                      18,343,500     12,581,500  

According to the Arrangement with Vizsla Royalties on June 24, 2024, each Vizsla Silver Option was exchanged for one Vizsla Silver Replacement Option with the exercise price being adjusted accordingly.


Notes to the Condensed Interim Consolidated Financial Statements
As at October 31, 2025, and April 30, 2025, and for the
three and six months ended October 31, 2025, and 2024
(Unaudited, Presented in Canadian dollars except number of shares,
options and per share amounts, unless otherwise noted)

A summary of the Company's assumptions used in the Black-Scholes option pricing model to calculate the fair value of the options granted is as follows:

  October 31,
2025
April 30, 2025
Risk Free Interest Rate 2.70% - 3.03% 3.41%
Expected Dividend Yield - -
Expected Volatility 75% 75%
Expected Term in Years 5 years 5 years

The Company recorded a fair value of $5,554,452 as share-based compensation for the six month period ended October 31, 2025 (October 31, 2024: $5,519,054) after adjusting for an estimated forfeiture rate of 4%, which resulted in a reduction of the fair value of share-based compensation by $231,435 for the six month period ended October 31, 2025 (October 31, 2024: $219,618).

e) Restricted shares units ("RSU")

A summary of the Company's RSU activity is as follows:

    October 31, 2025     April 30, 2025  
    Number of
RSUs
     Weighted
average

exercise
price
    Number of
RSUs
    Weighted
average
exercise
price
 
    #     $     #     $  
RSUs outstanding, beginning of the period   1,360,868     2.06     1,044,073     1.69  
Issued   1,582,000     3.02     775,000     2.34  
Exercised and converted to shares   (265,642 )   2.16     (378,732 )   (1.68 )
Cancelled   (5,434 )   (2.21 )   (79,473 )   (1.79 )
                         
RSUs outstanding, end of the period   2,671,792     2.24     1,360,868     2.06  

The following RSUs were outstanding and exercisable on October 31, 2025:

Grant date   Exercise price     Number of RSUs
outstanding
    Number of RSUs
exercisable
 
    $     #     #  
10-Feb-23   1.60     348,428     178,812  
01-Apr-24   1.89     212,000     -  
12-Jun-24   2.34     534,364     31,000  
01-May-25   2.90     1,445,000     -  
29-Jul-25   4.33     132,000     -  
          2,671,792     209,812  

For the six month period ended October 31, 2025, the Company has recognized a share-based compensation of $1,760,611 (October 31, 2024: 814,545) for the RSUs. For the six month period ended October 31, 2025, the Company used an estimated forfeiture rate of 4%, resulting in an impact of $73,359 (October 31,2024: $30,204), which reduces the fair value of share-based compensation.


Notes to the Condensed Interim Consolidated Financial Statements
As at October 31, 2025, and April 30, 2025, and for the
three and six months ended October 31, 2025, and 2024
(Unaudited, Presented in Canadian dollars except number of shares,
options and per share amounts, unless otherwise noted)

f) Deferred shares units ("DSU")

On May 1, 2025, the Company granted 850,000 deferred share units (each, an "DSU") to directors of the Company. The DSUs vest immediately and will be exchanged for one common share of the Company upon the time that the Optionee ceases to hold their position as an independent director.

During the six months period ended October 31, 2025, the Company has recognized a share-based compensation of $1,165,986 (October 31, 2024: $nil) for the DSUs. The Company used an estimated forfeiture rate of 4%, resulting in an impact of $48,583 (October 31,2024: $nil), which reduces the fair value of share-based compensation.

g) Shares to be issued

During the six months period ended October 31, 2025:

In relation to the acquisition of La Garra claims, a total of 2,976,190 remains as shares to be issued with a total value of $5,589,177. This is recorded in accordance to the agreement (Note 7(a)).

In connection with the acquisition of the Santa Fe exploration concessions, a total of 2,746,780 remains as shares to be issued with a total value of $10,816,100. This is recorded in accordance to the agreement (Note 7(b)).

10. Reclassification of prior period amounts

To conform to the three and six month ended October 31, 2025 presentation, the following prior period October 31, 2024 net loss and comprehensive loss amounts have been reclassified (reduced/increased) in the comparative 2025 figures:

A decrease in General and Administrative expenses in the three months by $549,326 and during the six months by $714,793 and an increase in other expenses in the three months by $549,326 and during the six months by $714,793 from the following lines in the net loss and comprehensive loss:


Notes to the Condensed Interim Consolidated Financial Statements
As at October 31, 2025, and April 30, 2025, and for the
three and six months ended October 31, 2025, and 2024
(Unaudited, Presented in Canadian dollars except number of shares,
options and per share amounts, unless otherwise noted)

This reclassification reflects a change in the classification of certain costs determined to be not directly attributable to operational activities. It does not affect net loss for the prior period and comprehensive loss, loss per share, or cash flow from operating activities.

11. Financial Instruments

Fair value of financial instruments

The Company has exposure to risks of varying degrees of significance which could affect its ability to achieve its strategic objectives for growth and shareholder returns. The principle financial risks to which the Company is exposed are:

 i) Credit risk

 ii) Liquidity risk

 iii) Market risk

 iv) Foreign Currency risk

 v) Interest rate risk

 vi) Price risk

The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework and reviews the Company's policies on an ongoing basis.

i. Credit risk

Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered with the Company. The Company is exposed to credit-related losses in the event of non-performance by the counterparties. The carrying amounts of financial assets best represent the maximum credit risk exposure at the reporting date. Cash and cash equivalents are held with reputable banks in Canada. The long-term credit rating of these banks, as determined by Standard and Poor's, was A+. As of October 31, 2025, the cash on deposit at these institutions was more than federally insured limits. However, management believes credit risk is low given the good credit ratings of the banks.

ii. Liquidity risk

Liquidity risk is the risk that the Company will not meet its financial obligations as they become due. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at October 31, 2025, the Company had a cash and cash equivalents balance of $194,479,320 to settle liabilities of $9,004,197. All of the Company's financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms, except for the current portion of the Cash Consideration of the acquisition of Goanna Resources. 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.

iii. Market risk

Market risk is the risk that changes in market prices will affect the Company's earnings or the value of its financial instruments. Market risk is comprised of commodity price risk and interest rate risk. The objective of market risk management is to manage and control exposures within acceptable limits, while maximizing returns. The Company is not exposed to significant market risk.


Notes to the Condensed Interim Consolidated Financial Statements
As at October 31, 2025, and April 30, 2025, and for the
three and six months ended October 31, 2025, and 2024
(Unaudited, Presented in Canadian dollars except number of shares,
options and per share amounts, unless otherwise noted)

iv. Foreign currency risk

Foreign currency risk is the risk that a variation in exchange rates between the Canadian dollar, United States dollar, and Mexican Peso will affect the Company's operations and financial results. The Company and its subsidiaries are exposed to foreign currency risk to the extent that it has monetary assets and liabilities denominated in foreign currencies.

The Company measures the effect on total assets or total receipts of reasonably foreseen changes in interest rates and foreign exchange rates. The analysis is used to determine if these risks are material to the financial position of the Company. A 1% change in foreign exchange rate of CAD to MXN would increase/decrease the net and comprehensive loss for the six months ended October 31, 2025, by approximately $235,000 (October 31, 2024: $180,742). A 1% change in foreign exchange rate of CAD to USD would increase/decrease the net and comprehensive loss for the six months ended October 31, 2025, by approximately $2,578,000 (October  31, 2024: $180,700). Actual financial results for the coming year will vary since the balances of financial assets are expected to decline as funds are used for Company expenses.

v. Interest rate risk

Interest rate risk is the risk that the fair values and future cash flows and short-term investments of the Company will fluctuate because of changes in market interest rates. The average interest rate earned by the Company during the six months period ended October 31, 2025, on its cash and cash equivalents and short-term investments was 1.70% (2024 - 0.93%). A 1% increase or decrease in the interest earned from financial institutions on cash and cash equivalents and short-term investments would result in approximately a $2,885,000 change in the Company's net and comprehensive loss (six month period ended October 31, 2024: $1,225,847).

vi. Price risk

This risk relates to fluctuations in commodity and equity prices. The Company closely monitors commodity prices of precious and base metals, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company. Fluctuations in pricing may be significant.

12. Capital Management

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of mineral properties. 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 Panuco-Copala property in which the Company currently has an interest are in the exploration stage, as such the Company has historically relied on the equity markets to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

The capital structure of the Company consists of shareholders' equity, comprising issued capital and deficit. The Company is not exposed to any externally imposed requirements. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.


Notes to the Condensed Interim Consolidated Financial Statements
As at October 31, 2025, and April 30, 2025, and for the
three and six months ended October 31, 2025, and 2024
(Unaudited, Presented in Canadian dollars except number of shares,
options and per share amounts, unless otherwise noted)

13. Segment Information

The Company has one operating segment, principally mineral exploration, evaluation and development.

Geographic Information

The Company's non-current assets by location of assets are as follows:

    October 31, 2025     April 30, 2025  
    $     $  
Canada   16,202,790     7,906,067  
Mexico   304,569,352     244,029,642  
    320,772,142     251,935,709  

14. Supplemental Cash Flow

The following table summarizes changes in non-cash working capital items in operating activities:

    Six months ended
October, 31
 
    2025     2024  
    $     $  
Accounts payable and accrued liabilities   (435,619 )   (1,668,261 )
Due to related parties   (129,146 )   (1,052,487 )
Taxes receivable   (2,070,653 )   773,214  
Other receivable   (148,644 )   (582,011 )
Prepaid expenses   791,778     965,119  
    (1,992,284 )   (1,564,426 )

The following table summarizes changes in non-cash items in financing activities:

      Six months ended
October, 31
 
  Note   2025     2024  
      $     $  
Shares issued pursuant to property acquisition 9g   2,869,684     1,531,735  
Shares to be issued pursuant to property acquisition 9g   10,816,100     10,873,471  
Shares issued for RSUs 9e   572,049     181,298  

15. Subsequent Events

a) Exercise of options and RSUs subsequently

Subsequent to October 31, 2025, a total of 49,000 options were exercised at a weighted average exercise price of $1.51 for proceeds of $74,160


Notes to the Condensed Interim Consolidated Financial Statements
As at October 31, 2025, and April 30, 2025, and for the
three and six months ended October 31, 2025, and 2024
(Unaudited, Presented in Canadian dollars except number of shares,
options and per share amounts, unless otherwise noted)

b) US$250 Million Project Financing

On September 5, 2025, the Company executed a mandate letter with Macquarie Bank Limited ("Macquarie") as lead arranger for a senior secured project finance facility (the "Facility") of up to US$220 million to fund the construction and development of the high-grade underground Panuco silver-gold project in Sinaloa, Mexico.

On November 19, 2025, the Company notified Macquarie of its election to terminate the Engagement Letter and the Mandate, effective November 25, 2025.

c) US$300 Million Convertible Senior Notes Offering

On November 24, 2025 the Company closed an offering of 5.00% convertible senior unsecured notes due 2031 (the "Notes") for an aggregate principal amount of US$300 million (the "Offering"), which includes the exercise in full by the initial purchasers of their option to purchase an additional US$50 million of Notes. 

Summary of the Offering

Approximately US$286 million of net proceeds after deducting the initial purchasers' commissions and other fees and expenses. Cantor Fitzgerald & Co. acted as sole book-running manager for the Offering. Cash interest coupon of 5.00% per annum, payable semi-annually in arrears on January 15th and July 15th of each year, beginning July 15, 2026.

The initial conversion rate for the Notes is 171.3062 common shares of Vizsla Silver ("Shares") per US$1,000 principal amount of Notes, equivalent to an initial conversion price of approximately US$5.84 per Share (approximately 25% premium to the closing price of the Shares on the NYSE American at the time of pricing on November 19, 2025).

Vizsla Silver entered into cash-settled call transactions with a strike price equal to the initial conversion price of the Notes of US$5.84 per Share and with a cap price of US$10.5075. The purchase price for the capped call transactions was approximately US$47 million.

Conversions of the Notes may be settled in Shares, cash, or a combination of Shares and cash, at Vizsla Silver's election. Additionally, Vizsla Silver has the right to redeem the Notes in certain circumstances and holders will have the right to require Vizsla Silver to repurchase the Notes upon the occurrence of certain events.

The Notes will mature on January 15, 2031. Any Notes not converted, redeemed or repurchased prior to the maturity date will have their principal amount repaid by Vizsla Silver in cash at maturity. The Company intends to use the net proceeds from the Offering to support the exploration and development of the Panuco project, potential future acquisitions as well as for general corporate purposes.