Linear Minerals Corp

Linear Minerals Corp. is a junior resource company engaged in the exploration and development of mineral properties, principally attempting to locate deposits of lithium and other critical minerals in the Canadian provinces of British Columbia, Ontario, and Quebec and most recently in Washington State. The Company has no producing mineral properties, generates no operating revenue, and depends on external financing to fund its exploration and administrative activities. The industry is characterized by significant risks, including unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits which, though present, are insufficient in quantity and/or quality to return a profit from production. The Company's exploration activities are subject to various laws governing land use, the protection of the environment, prospecting, development, commodity prices, exports, taxes, labour standards, occupational safety and health, waste disposal, toxic substances, mine safety and other matters.

The Company's only material property, as determined pursuant to S-K 1300, is the Augustus Lithium Project, an early-stage exploration property comprised of five groups of claims totaling 563 mining claims covering approximately 27,700 hectares of land located in western Quebec. The Company holds 100% rights in the Augustus Lithium Project through agreements with various vendors with vendors retaining either a 2% Net Smelter Royalty or 3% Gross Metal Royalty on certain claims. The Company has not established any mineral resources or mineral reserves on any of its mineral properties under S-K 1300. The Company's common shares are listed on the Canadian Securities Exchange under the symbol "LINE" and are quoted on the OTCQB under the symbol "LINMF" and on the Frankfurt market under the symbol "J9K".

The Company generates no revenue from operations and all of its mineral property interests are in the exploration stage. The Company's operations consist almost exclusively of cash consuming activities given that all of its mineral projects are in the early exploration stage. The Company's sole source of funding has been the issuance of equity securities for cash, primarily through private placements to sophisticated investors and institutions. The Company has no long-term debt obligations.

The Company's material property, the Augustus Lithium Project, is an early-stage exploration property comprised of five groups of claims totaling 563 mining claims covering approximately 27,700 hectares of land located in western Quebec in the Landrienne and La Corne Townships. The project is comprised of the Abitibi Lithium property claims, the Canadian Lithium property claims, McNeely Lithium property claims, Electron Lithium property and the Augustus Lithium property claims. As at March 31, 2026, the aggregate carrying value of the properties comprising the Augustus Lithium Project was $3,009,094 ¹. The project is an exploration-stage property and has no material plant, processing facilities or equipment. The Company also holds other non-material mineral properties including the Lac Marion Uranium Property consisting of 47 mining claims covering approximately 2,760 hectares, the Lac Coulombre Property consisting of 89 mining claims covering approximately 5,000 hectares, the Kipawa West property comprised of 53 mining claims covering an approximate area of 3,000 hectares, and the Ridgeway Clark County mineral property claims consisting of 67 mineral property claims located in Clark County, Washington, U.S. The Company also previously held interests in the Pontax West Lithium Property, Rose West Lithium Property, Rose East Lithium Property, Falcon Lake Property, Kokanee Creek Gold Property, Cosgrave Lithium Property, Jubilee Lithium Property, North Spirit Property, Titan Gold Property, and Trix Lithium Property, many of which have been written off, disposed of, or allowed to lapse.

During the year ended March 31, 2026, the Company completed an exploration drill program on the Augustus Lithium Project including 11 drill holes for a total 1,558 metres of drilling. On November 28, 2025, the Company completed the spin-out of its Pontax West lithium property to Westlinear Minerals Corp. pursuant to a plan of arrangement, with the Company's shareholders issued one share of Westlinear with respect to every 10 shares of the Company owned on the share distribution record date. On December 11, 2025, the Company closed a non-brokered private placement and issued 3,000,000 Quebec flow-through shares priced at $0.05 per QFT share for gross proceeds of $150,000 ². On January 22, 2026, the Company closed a first tranche of its non-brokered private placement and issued 3,000,000 units at a price of $0.05 per unit for gross proceeds of $150,000 ³. On February 3, 2026, the Company closed its non-brokered private placement, issuing 6,500,000 units at a price of $0.05 per unit for gross proceeds of $325,000 ⁴. On February 3, 2026, the Company issued the required shares to complete its acquisition of a 100% interest in the Rose East Lithium property. On December 9, 2025, the Company entered into an option agreement to acquire a 100% interest in the Kipawa West rare-earth property. On July 13, 2026, the Company completed a consolidation of its issued and outstanding common shares on the basis of one post-consolidation common share for every 6.5 pre-consolidation common shares. On June 4, 2026, the Company entered into a term sheet with Consolidated Lithium Metals Inc. pursuant to which CLM proposes to acquire a 100% undivided interest in the Augustus Lithium Project and certain additional mineral claims for aggregate consideration of approximately $2,750,000 ⁵, consisting of $687,500 ⁶ in cash and $2,062,500 ⁷ payable through the issuance of common shares of CLM.

The net loss and comprehensive loss for the year ended March 31, 2026 was $2,683,523 ⁸, a $629,842 ⁹ decrease over the net loss of $3,313,365 ¹⁰ for the year ended March 31, 2025. Exploration and evaluation expenditures were $961,335 ¹¹ in the Current Year, a decrease of $326,866 ¹² over $1,288,201 ¹³ for the Comparative Year. Write-down of exploration and evaluation assets was $1,050,482 ¹⁴ for the Current Year compared to $1,036,875 ¹⁵ for the Comparative Year. At March 31, 2026, the Company had cash of $330,676 ¹⁶ compared to $951,807 ¹⁷ at March 31, 2025, current assets of $473,133 ¹⁸, current liabilities of $1,130,715 ¹⁹, and a working capital deficiency of $657,582 ²⁰ compared to working capital of $311,693 ²¹ at March 31, 2025.

The Company has not provided specific quantitative revenue, margin, or EPS guidance for the upcoming period in the filing.

The Company's primary growth vector is the advancement of its Augustus Lithium Project, its only material property. On June 4, 2026, the Company entered into a term sheet with Consolidated Lithium Metals Inc. pursuant to which CLM proposes to acquire a 100% undivided interest in the Augustus Lithium Project and certain additional mineral claims for aggregate consideration of approximately $2,750,000 ²², consisting of $687,500 ²³ in cash and $2,062,500 ²⁴ payable through the issuance of common shares of CLM. The term sheet provides CLM with an exclusivity period to October 1, 2026 and includes a break fee of $1,687,500 ²⁵ payable by the Company in certain circumstances. Management believes that the proposed transaction has the potential to unlock value from the Augustus Lithium Project while allowing the Company to focus capital allocation toward its broader portfolio of critical mineral projects.

Another growth vector is the Company's broader portfolio of critical mineral projects. On July 6, 2026, the Company entered into an addendum to its May 21, 2026 non-binding letter of intent with Critical Prospecting Corp. Under the revised transaction structure, the Company proposes to acquire certain mineral properties directly from Critical Prospecting Corp., rather than acquiring all of its issued and outstanding securities. The properties to be acquired and the consideration payable remain subject to negotiation and will be set out in a definitive agreement. The Company has also acquired interests in the Lac Marion Uranium Property, the Lac Coulombre Property, and the Kipawa West rare-earth property during the fiscal year, expanding its exposure to uranium and rare-earth elements in addition to lithium.

The Company's margin and cost outlook is primarily driven by its ability to control exploration and administrative expenditures while seeking external financing. Exploration and evaluation expenditures decreased by $326,866 ²⁶ to $961,335 ²⁷ in the Current Year from $1,288,201 ²⁸ in the Comparative Year. Investor relations expenses decreased by $291,717 ²⁹ to $39,874 ³⁰ in the Current Year from $331,591 ³¹ in the Comparative Year. Consultants and director fees decreased by $17,900 ³² to $1,000 ³³ in the Current Year from $18,900 ³⁴ in the Comparative Year. The Company has also implemented cost savings measures. Share-based compensation was $90,000 ³⁵ in the Current Year, compared to $131,314 ³⁶ in the Comparative Year.

The Company's operational outlook is focused on exploration activities on its mineral properties. During 2025, the Company completed an exploration drill program on the Augustus Lithium Project including 11 drill holes for a total 1,558 metres of drilling. Pending completion or termination of the proposed CLM transaction, the Company has not approved a material exploration program for the project. The Company's ability to continue its operations and realize the carrying value of its mineral property interests depends on the identification of economically recoverable mineral deposits, its ability to obtain the financing required to advance its properties, and ultimately, the achievement of profitable operations or proceeds from the disposition of its mineral property interests.

The Company's capital allocation strategy is focused on funding exploration activities and corporate administration through equity financings. During the year ended March 31, 2026, the Company generated $616,000 ³⁷ from financing activities attributable to proceeds from share issuances, net of share issue costs. The Company did not pay dividends on its shares at any time since incorporation and does not anticipate doing so in the foreseeable future. The Company currently has no long-term debt obligations. Future capital requirements will depend upon a number of factors, including the timing and extent of exploration programs, the acquisition or disposition of mineral properties, regulatory approvals and general market conditions. The Company expects that future exploration expenditures will continue to be funded primarily through equity financings and strategic transactions.

A significant headwind is the Company's working capital deficiency. At March 31, 2026, the Company had a working capital deficiency of $657,582 ³⁸ compared to working capital of $311,693 ³⁹ at March 31, 2025. The Company estimates that its funds will not be sufficient to provide the Company with the financial resources to carry out currently planned exploration and operations through the next twelve months and will therefore need to seek additional sources of financing to meet all exploration expenditures for its property commitments as well its ongoing operations. The Company has incurred losses since inception, with a deficit at March 31, 2026 of $62,176,224 ⁴⁰, which casts doubt on the ability of the Company to continue as a going concern.

Another constraint is the Company's dependence on external financing and the volatility of metal prices. The Company has no revenues from operations and all of its mineral property interests are in the exploration stage. The Company will not receive revenues from operations at any time in the near future. The Company's ability to raise additional financing is affected by factors including the Company's performance, the state of international debt and equity markets, investor perceptions and expectations, and the global financial and metals markets. Volatile metal prices and external market conditions can cause significant changes in the Company's share price because as the prices of metals increase or decrease, the economic viability of the mineral properties is affected.

The Company has no producing mineral properties, generates no operating revenue, and depends on external financing to fund its exploration and administrative activities. At March 31, 2026, the Company had a working capital deficiency of $657,582 ⁴¹ and an accumulated deficit of $62,176,224 ⁴², which casts substantial doubt on its ability to continue as a going concern. The Company will need to raise additional financing as its current assets are not sufficient to finance its operations and administrative expenses, and there is no assurance that such financing will be available on acceptable terms. The Company's exploration efforts may be unsuccessful in locating viable mineral resources, and it has not established any mineral resources or mineral reserves on any of its mineral properties under S-K 1300. The Company is also subject to risks relating to the volatility of metal prices, which can cause significant changes in its share price and affect the economic viability of its mineral properties. Additionally, the Company's title to mineral property interests may be challenged, as its Canadian mineral property interests consist of mineral claims which have not been surveyed, and therefore the precise area and location of such claims or rights may be in doubt.

Management's message emphasizes the Company's focus on advancing its portfolio of critical mineral projects while managing costs and seeking strategic alternatives to enhance shareholder value. The Board of Directors will continue to evaluate strategic alternatives intended to enhance shareholder value, including potential acquisitions, dispositions, joint ventures and other transactions involving the Company's mineral property interests. Management believes that the proposed CLM transaction has the potential to unlock value from the Augustus Lithium Project while allowing the Company to focus capital allocation toward its broader portfolio of critical mineral projects. Management also notes that the Company is evaluating financing options including, but not limited to, the issuance of additional equity and debt, and has implemented cost savings measures. The Company's financial statements have been prepared assuming it will continue on a going-concern basis, and management acknowledges that should funding not be obtained, this assumption will change and the Company's assets may be written down to realizable values.