Sinda Ltd.

Unaudited Condensed Consolidated Balance Sheets

As of June 30, 2026 and December 31, 2025

Unaudited Condensed Consolidated Statements of Operations

Unaudited Condensed Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2026 and 2025

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity

Sinda Ltd.

Notes to Unaudited Condensed Consolidated Financial Statements

Nature of business-Sinda Ltd. (the “Company”), was formed and registered on November 8, 2012, and began operations under the corporate name of Minera Adularia International Ltd. Effective March 1, 2023, the Company changed its name to Sinda Ltd., an exempted company incorporated in the Cayman Islands. On June 23, 2026, the Company de-registered in the Cayman Islands and registered by way of continuation to incorporate in the State of Delaware, United States of America. The Company was formed for the primary purpose to acquire, explore and develop mineral concessions in Mexico, which is where substantially all of the Company’s assets are located and where substantially all operations occur. The Company is considered an exploration stage company as the Company has not yet demonstrated the existence of proven or probable mineral reserves.

Basis of presentation- The Company’s Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). In accordance with ASC 830 (The Effects of Changes in Foreign Exchange Rates), the Company has determined that the U.S. Dollar (USD) is its functional currency. Accordingly, the accompanying unaudited condensed consolidated financial statements have been presented using the Company’s functional currency.

In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to fairly state the Company’s financial position as of June 30, 2026, and the results of operations, cash flows for the three and six months ended June 30, 2026, and 2025. The results of operations for the three and six months ended June 30, 2026, are not necessarily indicative of the results to be expected for the full year. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such regulations. Accordingly, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes as of December 31, 2025.

Use of estimates- The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes the estimates and assumptions used in the preparation of these Unaudited Condensed Consolidated Financial Statements were appropriate in the circumstances, actual results could differ from those estimates and assumptions.

Going Concern -The accompanying Unaudited Condensed Consolidated Financial Statements are prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company is currently in the process of exploring the mineral concessions which they hold. Accordingly, the Company does not generate revenues and will continue to incur losses until its mining properties commence production.

The Company reports an accumulated deficit of $149,492,641 and $121,253,299 as of June 30, 2026, and December 31, 2025, respectively; and incurred a net loss of $16,616,202 and $2,160,723 for the three months ended June 30, 2026 and 2025; and $28,239,343 and $4,763,689 for the six months ended June 30, 2026 and 2025. Absent the ability to generate positive cash flows from operations, the Company’s continued funding is entirely dependent on additional debt from related parties and the issuance of additional shares of common stock to fund its activities.

As discussed in Note 6, on June 29, 2026, the Company completed an initial public offering of shares generating net proceeds of $192,945,880 after deducting underwriter discounts and other offering costs. In addition, the Company’s controlling stockholder has confirmed its commitment to fund current operations and pay obligations as they become due for a period of at least twelve months following the issuance date of these Unaudited Condensed Consolidated Financial Statements. The Unaudited Condensed Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recognized asset amounts or the amounts and classification of liabilities that might result from the outcome of these matters.

Risks and uncertainties- As a Company formed to acquire, explore, and develop mineral concessions, the Company’s growth and profitability depend significantly on the prevailing prices of minerals. Commodity prices are historically volatile and may be subject to significant future fluctuations. A substantial or extended decline in commodity prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows and access to capital given that the Company’s operation currently consists in the exploration of minerals.

The carrying value and recoverability of the Company’s exploration assets are dependent on its ability to continue to fund exploration activities. A lack of funding may negatively impact the Company’s exploration activities.

In addition to changes in commodity prices, changes in exploration plans, increases in costs, geotechnical failures, changes in social, environmental or regulatory requirements, and public health conditions can adversely affect the Company’s ability to recover its investment in exploration assets and result in impairment charges.

The Company’s wholly owned Mexican subsidiaries have certain transactions utilizing the Mexican peso. As the Company’s functional currency is the U.S. dollar, fluctuations in the currencies may result in gains or losses on foreign currency exchange.

In Mexico, water rights for mining companies are subject to strict regulations and oversight by various governmental entities. Access to water for mining operations typically requires compliance with both federal and local water laws. Before going into production, the Company will need to secure a proper water source. As part of its water management program, the Company is reviewing the permit requirements, water treatment and recycling options, and exploring new water sources.

In May 2023, the Mexican government enacted a decree amending several provisions of the Mining Law (“Ley de Minería”). The bill introduces substantial changes to mining legislation to promote environmental protection, prioritize the rights and interests of indigenous and Afro-Mexican peoples and communities, and enforce stricter regulation of mining concessions. The Company filed a preemptive and cautionary federal constitutional litigation (“Amparo Proceeding”) against the Mining Law to defend its original and long-term rights. The only portions of the new Mining Law that may impact the Company operations are changes to the original term of the mining concessions and restrictions to exploring and procuring mining waters in certain natural protected zones. As a result of the new Mining Law, the terms of the Company’s mining concessions were reduced from 78 –85 years to 58 years. The terms of these concessions can be extended another 25 years through a public tender. There have been several appeals initiated against the bill. The Supreme Court of Mexico has been reviewing these appeals but has not issued a definitive resolution yet. The Company does not believe that the Mining Law will have a material impact on its current or future operations.

Accounting pronouncements pending adoption

There have been no new proposed or adopted accounting pronouncements applicable to the Company since those described in the Company’s audited annual consolidated financial statements as of and for the year ended December 31, 2025.

As of June 30, 2026 and December 31, 2025, the prepaid expenses are as follows:

As of June 30, 2026 and December 31, 2025, the VAT receivable are as follows:

A reconciliation of allowance of the uncollectible VAT receivable are as follows:

As of June 30, 2026 and December 31, 2025, the accounts payable are as follows:

The Company’s capital stock as of June 30, 2026 and December 31, 2025, is as follows:

Initial Public Offering

On June 29, 2026, the Company completed its initial public offering of 17,750,000 shares of common stock at a public offering price of $12.00 per share. Net proceeds to the Company were $192,945,880 (after deducting underwriting discounts of $14,910,000 and other offering costs such as legal fees and other expenses of $5,144,120 related to the successful equity financing) and are included within the Additional Paid-in Capital in the Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity.

Private Placement

On November 15, 2025, the Company launched a private placement offering of up to 9,714,286 shares of common stock for an aggregate purchase price of up to $47,600,000 at a price per share of $4.90 (the “Private Placement”). Between January 5 and March 30, 2026,3,049,154 ordinary shares of the Company were purchased as part of the Private Placement at a price of $4.90 per share by Electrum Global Holdings L.P. and other investors and had been issued by the Company as detailed in the following table. These purchases completed the Private Placement.

On June 23, 2026, the Board of Directors approved an amendment to the Amended and Restated 2020 Long Term Incentive Plan (as amended, the “LTIP”) to increase the number of shares of common stock available for future awards. Following the amendment, a total of 22,922,341 shares are authorized for issuance under the plan, subject to certain annual adjustments. The amendment did not modify any outstanding awards and had no impact on the Company’s share-based compensation expense.

Stock options

Stock options granted under the LTIP generally have a contractual term of 10 years and entitle the holder to purchaseone share of common stock. The options granted to employees and consultants have varying vesting schedules, subject to the Optionee’s Continuous Service (each as defined in the LTIP).

On June 29, 2026, the Company granted 2,153,150 stock options to employees and consultants under the LTIP with an exercise price of $12.00 per share. These options have a contractual term of 10 years and entitle the holder to purchaseone share of common stock at the exercise price. The options awarded vest 25% annually on each anniversary of the June 29, 2026 grant date subject to the Optionee’s Continuous Service.100% of the options will vest upon a change in control, as defined in the LTIP. The fair value of the options granted on June 29, 2026, was estimated on the grant date using the Black-Scholes option-pricing model.

A summary of the stock option activity under the LTIP for the six months ended June 30, 2026 and for the year ended December 31, 2025, is presented below:

For the three months ended June 30, 2026 and 2025, the Company recognized share-based compensation expense from the options of $470,057 and $267,180, respectively.

For the six months ended June 30, 2026 and 2025, the Company recognized share-based compensation expense from the options of $2,608,846 and $801,132, respectively.

Restricted Stock Units

A summary of outstanding restricted stock units as of June 30, 2026, and activity during the six months then ended, is as follows:

On June 29, 2026, the Company granted 1,619,820 restricted stock units to certain executives and directors under the LTIP. The restricted stock units entitle the holder toone share of common stock per restricted stock unit.1,546,901 restricted stock units vest 25% annually on each anniversary of the June 29, 2026 grant date and 72,919 vest 100% on the date of the Company’s 2027 annual meeting of stockholders, subject to the grantee’s Continuous Service.

On June 29, 2026, at the completion of the IPO,868,250 restricted stock units vested. As of June 30, 2026 the shares of common stock associated with these awards had not been issued.

For the three months ended June 30, 2026 and 2025, the Company recognized expense for restricted stock units of $3,901,908 andzero, respectively.

For the six months ended June 30, 2026 and 2025, the Company recognized expense for restricted stock units of $4,408,283 andzero, respectively.

Effective January 1, 2019, the Company entered into a related-party management services agreement with The Electrum Group LLC, the investment adviser for Electrum Global Holdings L.P. Pursuant to the management services agreement, The Electrum Group LLC will provide various operational, accounting and administrative services to the Company and will charge the Company based on the actual time spent by its employees or consultants at agreed upon rates. The Electrum Group LLC will also charge the Company for all reasonable out-of-pocket expenses for work related to this agreement. For the three months ended June 30, 2026 and 2025, the expenses related to this agreement amounted to $1,999 andzero, respectively. For the six months ended June 30, 2026 and 2025, the expenses related to this agreement amounted to $5,167 and $56,372, respectively.

For the three and six months ended June 30, 2025, the interest expense accrued under the convertible long-term debt with related parties amounted to $181,699 and $83,933 under the term loan agreements with Electrum Strategic Opportunities Fund II L.P. and Electrum Global Holdings L.P., respectively.

Prior to the redomiciliation, the Company was incorporated in the Cayman Islands, where there are currently no taxes on income or gains, and its wholly owned U.S. subsidiary was treated as a disregarded entity with no U.S. activities or tax liabilities. Following the redomiciliation to the State of Delaware on June 23, 2026, the Company is now a U.S. domestic corporation and is subject to U.S. federal, state, and local tax laws. The Company’s Mexican subsidiaries, SNDA Holding, S. de R.L. de C.V., and SNDA Exploración, S. de R.L. de C.V. are required to file tax returns in Mexico.

The Company’s effective income tax rate was 0% for the three and six months ended June 30, 2026 and 2025. The effective income tax rate differs from the statutory income tax rate primarily due to a full valuation allowance recognized against deferred tax assets, as management concluded that it is more likely than not that such assets will not be realized because the Company has not generated taxable income and is in the exploration stage.

Management has determined that the Company operates and reports in asingle operating segment, which currently focuses on the exploration of the mining properties for which the Company has either title to the concession or contractual exploration rights. Since the Company is in the exploration stage, it has not recognized any revenue.

The Company’s Chief Operating Decision Maker (“CODM”) is the Company’s Country Manager 2. The CODM manages the exploration operations based on costs and expenses that are directly attributable to the mine exploration activity, and regularly reviews expenses not related with the exploration activity, such as corporate expenditures, with the purpose of assessing the Company’s performance and determining the needs for allocating resources.

The measure of profitability that the CODM considers for assessing the exploration segment performance is the net loss before income taxes.

The CODM evaluates the performance of the segment on a monthly basis by assessing the budget-to-actual and actual-to-prior period variances in operating expenses and administrative expenses. Additionally, the CODM reviews on a regular basis the execution of forecast capital expenditures and the evolution of total asset amounts in the segment to make decisions about operating and capital resource allocation.

All of the Company’s operations take place in Mexico. Since the Company is in an exploration stage, it has no clients or major product lines or services.

The calculated basic and diluted earnings per share for the three and the six months ended June 30, 2026 and 2025 were as follows:

The government of Mexico requires payment of mining taxes on each concession and also requires a minimum work commitment to be carried out in order to keep the mining concessions in good standing. Annually, the payment for mining taxes is approximately $135,000 and the minimum work commitment is approximately $951,000. Such amounts are subject to annual inflation adjustments. As of June 30, 2026 and December 31, 2025, the Company had satisfied these commitments.

During 2024, the Company entered into a contract with a law firm for advisory services related to land matters. Under the terms of the contract, the law firm will be paid a success fee for the successful execution of land access agreements with individual parcel holders and an ejido. The maximum success fee is $305,000 plus VAT.

On June 22, 2026 the Company entered into an agreement with Fresnillo plc (“Fresnillo”), pursuant to which we have agreed to sell and issue, and Fresnillo has agreed to purchase, at a purchase price per share equal to $12.00 per share (the “IPO Price”), a number of shares of our common stock such that, after giving effect to this offering, Fresnillo would beneficially own up to 5.0% of our issued and outstanding shares of common stock, subject to a maximum aggregate purchase price of $110 million (the “Fresnillo Concurrent Placement”. The agreement set a closing date of 30 days after the effective date of our IPO filing registration statement.

The Company has evaluated events subsequent to June 30, 2026, to assess the need for potential recognition or disclosure in the accompanying financial statements. Such events were evaluated through August 14, 2026, the date the financial statements were available to issue and the following events were identified: