LINMF 20-F
Linear Minerals Corp (LINMF)
| UNITED STATES |
| SECURITIES AND EXCHANGE |
| COMMISSION WASHINGTON, D.C. 20549 FORM |
| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____________ to _____________.
OR
| SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report _______________
Commission file number
(Exact name of Registrant as specified in its charter)
, CANADA |
(Jurisdiction of incorporation or organization)
|
| (Address of principal executive offices) |
|
| (Name, telephone, e-mail and/or facsimile number and address of Company contact person) |
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of Each Class | Name of each exchange on which registered |
| Not Applicable |
Not applicable |
Securities registered or to be registered pursuant to Section 12(g) of the Act
| Common Shares without Par Value |
(Title of Class)
| Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. | None |
1
Number of outstanding shares of Linear Minerals Corp.’s only class of issued capital stock as at March 31, 2026:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer ¨ | Accelerated Filer ¨ | | ||
| Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its audit report.
Yes ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP | ☐ |
| Other | ☐ |
If other has been checked in response to the previous question, indicate by check mark which financial statement item Registrant has elected to follow:
Item 17 ☐ Item 18 ☐
If this report is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
N/A Yes ☐ No ☐
2
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
Certain statements in this Annual Report on Form 20-F (this “Annual Report”) under the captions “Item 3 - Risk Factors”, “Item 4 – “Business Overview”, Item 5 - “Operating and Financial Review and Prospects” and “Item 11 - Quantitative and Qualitative Disclosures about Market Risk” and elsewhere in this Annual Report and the documents incorporated herein by reference constitute “forward-looking statements” within the meaning of the U.S. Securities Litigation Reform Act of 1995 and “forward-looking information” under applicable Canadian securities legislation. Some forward-looking statements may be identified by such terms as “believes,” “anticipates,” “intends” or “expects” collectively “forward-looking statements.” Forward-looking information in this Annual Report include statements regarding the Company’s plans for its projects, statements relating to mineral resources, as they are based on various assumptions that are inherently forward-looking, statements regarding the anticipated timing by which the Company will require additional funds. These forward-looking statements are based on the Company’s current expectations and projections about future events and financial trends affecting the financial condition of its business and the industry in which it operates. Such forward-looking statements are based on assumptions regarding future events and other matters and are subject to known and unknown risks, uncertainties and other factors including the factors set forth in other filings with the Canadian securities commissions and the United States Securities and Exchange Commission (the “Commission”), which may cause the actual results, performance or achievements of the Company or industry results to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Assumptions on which forward-looking statements are based include the assumptions underlying mineral resource estimates and in the technical reports supporting such estimates, the assumption that the Company will continue as a going concern and will continue to be able to access the capital required to advance its projects and continue operations. Such risks and the assumptions that accompany them, uncertainties and other factors include, among others, the following: general economic and business conditions, which will, among other things, impact the demand for gold and silver and other precious metals explored for by the Company; industry capacity; the ability of the Company to raise the capital required to implement its business strategy; changes in, or the unintentional failure to comply with, government regulations (especially safety and environmental laws and regulations); changes in the uses of gold, silver and other precious metals; silver and gold price volatility; increased competition; risks of the mining industry; exploration programs not being successful; inability to obtain financing; inability to obtain, or cancellation of, government permits; changes to regulations and mining law; increased reclamation obligations; title defects with respect to properties; risks associated with international operations; and foreign exchange and currency fluctuations. There can be no assurance that forward-looking statements in this Annual Report will prove to be accurate and actual results and future events could vary materially from those implied by such statements. Consequently, all of the forward-looking statements made in this Annual Report are qualified by these cautionary statements. The Company disclaims any obligation to update or revise any written forward-looking statements whether as a result of new information, future events or otherwise except as required by applicable laws.
Currency and Measurement
All currency amounts in this Annual Report on Form 20-F are stated in Canadian dollars unless otherwise indicated. Conversion of metric units into imperial equivalents is as follows:
| Metric Units | Multiply by | Imperial Units |
| hectares | 2.471 | = acres |
| metres | 3.281 | = feet |
| kilometres (“km”) | 0.621 | = miles (5,280 feet) |
| grams | 0.032 | = ounces (troy) |
| tonnes | 1.102 | = tons (short) (2,000 lbs.) |
| grams/tonne | 0.029 | = ounces (troy)/ton |
3
CAUTIONARY NOTE TO U.S. INVESTORS REGARDING MINING DISCLOSURE
This Annual Report uses the mining disclosure standards set out in Subpart 1300 of Regulation S-K (“S-K 1300”). S-K 1300 permits the disclosure of mineral resources in measured, indicated and inferred categories and mineral reserves in proven and probable categories.
Mineral resources are not mineral reserves and do not have demonstrated economic viability. A mineral reserve may only be established where a qualified person has determined, based on a pre-feasibility or feasibility study and the application of relevant modifying factors, that the applicable portion of a measured or indicated mineral resource is economically mineable.
Inferred mineral resources are based on limited geological evidence and sampling and are subject to a high degree of uncertainty as to their existence and prospects for economic extraction. There can be no assurance that an inferred mineral resource will be upgraded to an indicated or measured mineral resource or converted into a mineral reserve.
The Company has not established any mineral resources or mineral reserves on any of its mineral properties under S-K 1300. References in this Annual Report to exploration results, mineralization, exploration targets or geological potential do not constitute mineral resource or mineral reserve estimates and should not be interpreted as demonstrating economic viability.
The Company may disclose scientific and technical information in Canada in accordance with National Instrument 43-101 — Standards of Disclosure for Mineral Projects and the definitions adopted by the Canadian Institute of Mining, Metallurgy and Petroleum. Although Canadian mining disclosure standards and S-K 1300 are similar in certain respects, they are not identical. Information prepared solely in accordance with Canadian standards should not be assumed to comply with S-K 1300 unless the Company expressly states that it does.
4
TABLE OF CONTENTS
5
PART 1
| ITEM 1. | identity of DIRECTORS, SENIOR management and advisers |
| A. | Directors and Senior Management |
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, as amended and as such, there is no requirement to provide any information under this item.
| B. | Advisors |
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, as amended and as such, there is no requirement to provide any information under this item.
| C. | Auditor |
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, as amended and as such, there is no requirement to provide any information under this item.
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE |
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, as amended and as such, there is no requirement to provide any information under this item.
| ITEM 3. | KEY INFORMATION |
| A. | Selected Financial Data |
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, as amended and as such, there is no requirement to provide any information under this item.
| B. | Capitalization and Indebtedness |
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.
| C. | Reasons for the Offer and Use of Proceeds |
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.
| D. | Risk Factors |
The following is a brief discussion of those distinctive or special characteristics of the Company’s operations and industry which may have a material impact on Linear Minerals ’s financial performance.
Readers should carefully consider the risks and uncertainties described below before deciding whether to invest in shares of the Company’s common stock.
Financial Risk Factors
The Company has no producing mineral properties, generates no operating revenue and depends on external financing to fund its exploration and administrative activities. 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, and the Company has no prior years’ history of earnings or cash flow. The Company has not paid dividends on its shares at any time since incorporation and does not anticipate doing so in the foreseeable future. The Company’s financial statements have been prepared assuming it will continue on a going-concern basis. Should funding not be obtained, this assumption will change and the Company’s assets may be written down to realizable values. The Company has incurred losses since inception (deficit at March 31, 2026, is $62,176,224), which casts doubt on the ability of the Company to continue as a going concern. The Company has no revenue other than interest income. A mining project can typically require ten years or more between discovery, definition, development and construction and as a result, no production revenue is expected from any of the Company’s exploration properties in the near future. All of the Company’s short to medium-term operating and exploration expenses must be paid from its existing cash position or external financing. At March 31, 2026, the Company had working capital deficit of $657,582, compared to working capital of $311,693 at March 31, 2025. Working capital is defined as current assets less current liabilities.
6
Linear Minerals may be unable to obtain the funds necessary to expand exploration. 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 will need to receive additional equity capital or other funding from the joint venture of one or more properties or the sale of one or more properties for the next year, and failing that, may cease to be economically viable. To date, the only sources of funds that have been available to the Company are the sale of equity capital or the offering by the Company of an interest in its properties to be earned by another party or parties carrying out further development thereof.
The Company will need to raise additional financing as the Company’s current assets are not sufficient to finance its operations and administrative expenses. The Company is evaluating financing options including, but not limited to, the issuance of additional equity and debt. The Company has no assurance that such financing will be available or be available on favourable terms. Factors that could affect the availability of financing include the Company’s performance (as measured by numerous factors including the progress and results of its projects), the state of international debt and equity markets, investor perceptions and expectations and the global financial and metals markets. In addition to evaluating financing options, the Company has also implemented cost savings measures.
The Company is continuously reviewing strategies for private placement equity financings as well as other forms of financing that would carry the Company through the next fiscal year. If a private equity financing were to be completed, it is expected that warrants may be included in the securities offered. Any such financings will result in dilution of existing shareholders.
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 history of mining or current source of revenue. The Company is exploring for metals and historically, the prices of the common shares of junior exploration companies are very volatile. This volatility may be partly attributed to the volatility of metal prices, and also to the success or failure of the Company’s exploration programs. Market, financial and economic factors not directly related to mining activities can also affect the Company’s ability to raise equity financing.
Fluctuations in financial markets can negatively impact the Company’s ability to achieve sufficient funding.
Over the last decade there have been periods of significant volatility in world financial markets. The volatility can negatively impact the Company’s ability to raise sufficient equity financing to sustain operations. Future financial market volatility is likely and it should not be assumed that adequate funding will be available to the Company in amounts or at times when it is required.
Risks Associated with Mineral Exploration
Linear Minerals’ exploration efforts may be unsuccessful in locating viable mineral resources. Resource exploration is a speculative business, characterized by a number of significant risks, including, among other things, 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.
There is no certainty that expenditures to be made by the Company on the exploration of its properties and prospects as described herein will result in discoveries of mineralized material in commercial quality and quantities.
Mineral Resource Estimates Are Only Estimates and May Not Reflect the Actual Deposits or the Economic Viability of Extraction. If the Company establishes mineral resources in the future, such estimates will be subject to significant uncertainty and may require revision as additional exploration and technical information becomes available. There is significant uncertainty in any mineral resource estimate. Estimates of inferred resources are the least certain of the resource categories and there is no assurance that such resources can or will be upgraded to another category of resource, or that further exploration will confirm or validate such estimates. Actual deposits encountered and the economic viability of, and returns from, a deposit (if mined) may differ materially from estimates disclosed by the Company or implied by estimates of mineral resources. The estimating of mineral resources is a subjective process and the accuracy of mineral resource estimates is a function of the quantity and quality of available data, the accuracy of statistical computations, and the assumptions used and judgments made in interpreting engineering and geological information. Mineral resource estimates are based on many things, including assumed commodity prices, continuity of mineralization, tonnage and grade of mineralization, metallurgy, estimated mineral recovery rates, cost of capital, mine development costs, operating costs, and exchange rates. Changes in assumptions may result in a significant reduction
7
in the reported mineral resources and thereby have a material adverse effect on the Company’s results of operations and financial condition.
Estimated mineral resources may also require downward revisions based on changes in metal prices and further exploration or development activity. This could materially and adversely affect estimates of the tonnage or grade of mineralization, estimated recovery rates or other important factors that influence mineral resource and reserve of estimates. Any reduction in estimated mineral reserves or estimated resources as a result could require material write downs in investment in the affected mining property, which could have a material and adverse effect on the Company’s results of operations and financial condition.
The Company has not established the presence of any proven and probable reserves at any of its mineral properties. There can be no assurance that subsequent testing or future studies will establish proven and probable reserves on the Company’s properties. The failure to establish proven and probable reserves could severely restrict the Company’s ability to successfully implement its strategies for long-term growth.
There is Uncertainty Relating to Mineral Resources. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Due to the uncertainty, which may attach to inferred mineral resources, there is no assurance that inferred mineral resources will be upgraded to indicated and measured mineral resources as a result of continued exploration. If mineral resources are not upgraded to proven and probable mineral reserves, it could materially and adversely affect and/or restrict the Company’s ability to successfully implement its strategies for long-term growth.
Linear Minerals may not be able to market minerals if any are acquired or discovered by the Company due to factors beyond the control of the Company. The marketability of minerals that could in the future be acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulation, including regulation relating to royalties, allowable production, importing and exporting of minerals and environmental protection, the combination of which factors may result in the Company not receiving an adequate return on investment capital.
Environmental and Regulatory Risk Factors
Compliance with environmental regulations could affect future profitability and timeliness of operations. The current and anticipated future operations of the Company require permits from various federal, territorial and local governmental authorities. Companies engaged in the exploration and development of mines and related facilities must comply with applicable laws, regulations and permits.
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 believes it is in substantial compliance with all material laws and regulations which currently apply to its activities. The Company may be unable to obtain all permits required for exploration and development, and the costs of obtaining these permits may not be commercially reasonable. Existing laws and regulations may be modified, which could have an adverse effect on any exploration project that the Company might undertake.
Failure to comply with environmental and reclamation rules could result in penalties. The Company’s activities are subject to laws and regulations controlling not only mineral exploration and exploitation activities but also the possible effects of such activities upon the environment. Environmental legislation may change and make mining uneconomic or result in significant environmental or reclamation costs. Environmental legislation provides for restrictions and prohibitions and a breach of environmental legislation may result in the imposition of fines and penalties or the suspension or closure of operations. In addition, certain types of operations require the submission of environmental impact statements and approval thereof by government authorities. Environmental legislation is evolving in a manner that may mean stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their directors, officers, and employees. Permits from a variety of regulatory authorities are required for many aspects of mineral exploitation activities, including closure and reclamation. Future environmental legislation could cause additional expense, capital expenditures, restrictions, liabilities, and delays in the development of the Company’s properties, the extent of which cannot be predicted. In the context of environmental permits, including the approval of closure and reclamation plans, the Company must comply with standards, laws, and regulations that may entail costs
8
and delays, depending on the nature of the activity to be permitted and how stringently the regulations are implemented by the permitting authority. The Company does not maintain environmental liability insurance.
Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. The Company has been involved in the exploration of mineral properties for many years. Currently, the operations of the Company have been limited to exploration, and no mining activity has yet been undertaken. The mining industry is heavily regulated in North America, where the Company has its operations, so that permitting is required before any work is undertaken where there is any form of land disturbance. To date, land disturbance has been minimal and all required reclamation has been completed.
Other Risk Factors
Linear Minerals is dependent on its ability to recruit and retain key personnel. The success of the activities of the Company is dependent to a significant extent on the efforts and abilities of its management. Investors must be willing to rely to a significant extent on their discretion and judgment. The Company has relied on and will continue to rely on consultants and others for exploration, development and technical expertise. The ability of the Company to retain key personnel and its ability to continue to pay for services are dependent upon the ability of the Company to obtain adequate financing to continue operating as a going concern.
Linear Minerals’ title to mineral property interests may be challenged. Although the Company has done a review of titles to its mineral interests, it has not obtained title insurance with respect to its properties and there is no guarantee of title. The Company’s mineral properties may be subject to prior unregistered agreements or transfers or native land claims, and title may be affected by undetected defects. The Company’s 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.
Linear Minerals’ directors and officers serve as directors and/or officers of other publicly traded junior resource companies. Some of the directors and officers of the Company serve as officers and/or directors of other resource exploration companies and are engaged and will continue to be engaged in the search for additional resource opportunities on their own behalf and on behalf of other companies, and situations may arise where these directors and officers will be in direct competition with the Company. Such potential conflicts, if any, will be dealt with in accordance with the relevant provisions of British Columbia corporate and common law. In order to avoid the possible conflict of interest which may arise between the directors’ and officers’ duties to the Company and their duties to the other companies on whose boards they serve, the directors and officers of the Company expect that participation in exploration prospects offered to the directors or officers will be allocated among or between the various companies that they serve on the basis of prudent business judgement and the relative financial abilities and needs of the companies.
Linear Minerals’ may not be able to insure against certain risks which could negatively impact the Company’s operating results. In the course of exploration, development and production of mineral properties, certain risks, and in particular unanticipated geological and operating conditions as well as fires, explosions, flooding, earthquakes, power outages, labour disruptions, and the inability to obtain suitable or adequate machinery, equipment or labour may occur. It is not always possible to fully insure against such risks and the Company may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Company.
U.S. investors may not be able to enforce their civil liabilities against the Company or its directors, controlling persons and officers. It may be difficult for U.S. investors to bring and enforce suits against the Company. The Company is a corporation incorporated in British Columbia under the Business Corporations Act (British Columbia) and, consequently, there is a risk that Canadian courts may not enforce judgements of U.S. courts or enforce, in an original action, liabilities directly predicated upon the U.S. federal securities laws. The Company’s directors and officers are residents of Canada or other countries other than the United States. Consequently, it may be difficult for United States investors to affect service of process upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgements of United States courts predicated upon civil liabilities under United States securities laws. It is unlikely that an original action could be brought successfully in Canada against any of such persons or the Company predicated solely upon such civil liabilities under U.S. securities laws.
9
Risks Relating to an Investment in the Securities of the Company
Linear Minerals could be deemed a Passive Foreign Investment Company which could have negative consequences for U.S. Holders. Potential investors who are U.S. Holders (defined below) should be aware that the Company expects to be a passive foreign investment company (“PFIC”) for the current fiscal year, may have been a PFIC in prior fiscal years and may continue to be a PFIC in subsequent years. If the Company were to be treated as a PFIC, U.S. Holders of the Company’s common shares would be subject to adverse U.S. federal income tax consequences, including a substantially increased U.S. income tax liability and an interest charge upon the sale or disposition of the Company’s common shares and upon the receipt of distributions on the Company’s common shares to the extent such distributions are treated as “excess distributions” under the U.S. federal income tax rules relating to PFICs. U.S. Holders could potentially mitigate such consequences by making certain elections with respect to the Company’s common shares. U.S. Holders are urged to consult their tax advisors regarding the Company’s PFIC classification, the consequences to them if the Company is a PFIC, and the availability and the consequences of making certain elections to mitigate such consequences. (See Item 10 Taxation -United States Tax Consequences).
Linear Minerals’ stock price may limit its ability to raise additional capital by issuing common shares. The low price of the Company’s common shares also limits the Company’s ability to raise additional capital by issuing additional shares. There are several reasons for this effect. First, the internal policies of certain institutional investors prohibit the purchase of low-priced stocks. Second, many brokerage houses do not permit low-priced stocks to be used as collateral for margin accounts or to be purchased on margin. Third, some brokerage house policies and practices tend to discourage individual brokers from dealing in low-priced stocks. Finally, broker’s commissions on low-priced stocks usually represent a higher percentage of the stock price than commissions on higher priced stocks. As a result, the Company’s shareholders pay transaction costs that are a higher percentage of their total share value than if the Company’s share price were substantially higher.
The liquidity of Linear Minerals’ shares in the United States markets may be limited or more difficult to effectuate because Linear Minerals is a “Penny Stock” issuer. The Company’s stock is subject to U.S. “Penny Stock” rules which make the stock more difficult for U.S. shareholders to trade on the open market. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in “penny” stocks. Penny stocks are equity securities with a price of less than US$5.00 per share, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system provided that current prices and volume information with respect to transactions in such securities is provided by the exchange or system.
The Penny Stock Rules require a broker-dealer, prior to effecting a transaction in a penny stock not otherwise exempt from such rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market.
In addition, the Penny Stock Rules require that prior to a transaction in a penny stock not otherwise exempt from such rules the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. At the present market prices, the Company’s common shares will (and in the foreseeable future are expected to continue to) fall within the definition of a penny stock. Accordingly, United States broker-dealers trading in Linear Minerals’ shares will be subject to the Penny Stock Rules. Rather than complying with those rules, some broker-dealers may refuse to attempt to sell penny stocks. As a result, shareholders and their broker-dealers in the United States may find it more difficult to sell their shares of the Company, if a market for the shares should develop in the United States.
The market for the Company’s stock has been subject to volume and price volatility which could negatively affect a shareholder’s ability to buy or sell the Company’s shares. The market for the common shares of the Company may be highly volatile for reasons both related to the performance of the Company or events pertaining to the industry (e.g. mineral price fluctuation/high production costs/accidents) as well as factors unrelated to the Company or its industry.
Market demand for products incorporating minerals in their manufacture fluctuates over time, resulting in a change of demand for the mineral and an attendant change in the price for the mineral. The Company’s common shares can be expected to be subject to volatility in both price and volume arising from market expectations, announcements and press releases regarding the Company’s business, and changes in estimates and evaluations by securities analysts or other events or factors. In the last decade, securities markets in the United States and Canada and internationally have experienced periods of high price and volume volatility, and the market prices of securities of many companies, particularly small-capitalization companies such as the Company, have experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values, or prospects of such companies. For these reasons, the Company’s common shares can also be expected to be subject to volatility resulting from purely
10
market forces over which the Company will have no control. Further, despite the existence of a market for trading the Company’s common shares in Canada, shareholders of the Company may be unable to sell significant quantities of common shares in the public trading markets without a significant reduction in the price of the stock.
| ITEM 4. | INFORMATION ON THE COMPANY |
| A. | History and Development of the Company |
The Company’s executive office is located at:
Suite 2421, 1055 West Georgia Street,
Vancouver, British Columbia, V6E 3P3
Telephone: (604) 375-6005
Email: [email protected]
Website: www.linearminerals.com
The mailing address of the Company is Suite 2421, 1055 West Georgia Street, Vancouver, British Columbia, Canada, V6E 3P3. The Company’s fiscal year end is March 31.
The Company’s common shares are listed on the Canadian Securities Exchange (“CSE” or the “Exchange”) under the symbol “LINE”. Prior the Company’s name change on December 31, 2024, the Company’s common shares were trading under the symbol “FE”. The Company shares are quoted on the OTCQB, (also under the symbol “LINMF”), an electronic trading platform operated by the OTCQB. The Company’s common shares are also quoted on the Frankfurt market under the symbol “J9K”.
The Company was incorporated under the laws of the Province of British Columbia, Canada on October 12, 1966. Effective March 29, 2004, the Company Act (British Columbia) was replaced by the Business Corporations Act (British Columbia). The Business Corporations Act (British Columbia) does not require a company’s Notice of Articles to contain a numerical limit on the authorized capital with respect to each class of shares. Effective September 21, 2004, the Company altered the authorized capital of the Company from 50,000,000 shares without par value to an unlimited number of shares without par value. By Special Resolution effective June 23, 2011, shareholders approved the adoption of new articles for the Company. See Item 10B – Memorandum and Articles of Association.
On December 31, 2024, FE Battery Metals Corp. changed its name to Linear Minerals Corp., having previously operated as First Energy Metals Limited until its name change on October 25, 2022.
On November 1, 2022, the Company completed a share consolidation of its capital on the basis of 3.8 existing common shares for 1 new common share post consolidation. All common shares, per common share amounts, warrants and stock options in these financial statements have been retroactively restated to reflect the share consolidation.
As at July 29, 2026, the Company had 12,974,542 common shares issued and outstanding, after giving effect to the consolidation completed on July 13, 2026 on the basis of one post-consolidation common share for every 6.5 pre-consolidation common shares.
Unless otherwise indicated, all common share, option, warrant and related exercise-price amounts presented as at July 29, 2026 are stated on a post-consolidation basis. Historical share issuances and the number of common shares issued and outstanding as at March 31, 2026 are stated on a pre-consolidation basis. Weighted-average share and loss-per-share amounts have been retrospectively adjusted to reflect the consolidation.
Since its incorporation in 1966, the Company has been in the business of acquiring and exploring mineral properties. For most of the past three completed years, the Company has been 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.
| B. | Business Overview |
General
| (i) | Nature of Company: |
The Company has historically been a junior resource company engaged in the exploration and development of mineral properties. It currently maintains early-stage exploration properties in Canada and United States.
| (ii) | Principal Markets: Not Applicable. |
11
| (iii) | Seasonality: Not Applicable. |
| (iv) | Raw Materials: Not Applicable. |
| (v) | Marketing Channels: Not Applicable. |
| (vi) | Dependence: Not Applicable. |
| (vii) | Competitive Position: Not Applicable. |
| (viii) | Material Effect of Government Regulation: The Company’s exploration activities and its potential mining and processing operations are subject to various laws governing land use, the protection of the environment, prospecting, development, production, contractor availability, commodity prices, exports, taxes, labour standards, occupational safety and health, waste disposal, toxic substances, safety and other matters. The Company believes it is in substantial compliance with all material laws and regulations which currently apply to its activities. There is no assurance that the Company will be able to obtain all permits required for exploration, any future development and construction of mining facilities and conduct of mining operations on reasonable terms or that new legislation or modifications to existing legislation, would not have an adverse effect on any exploration or mining project which the Company might undertake. |
| C. | Organizational Structure |
Not Applicable.
| D. | Property, Plant and Equipment |
Data disclosed in this Annual Report on Form 20-F, including sampling, analytical and test data, have been reviewed and verified by Afzaal Pirzada, P.Geo., the Company’s Qualified Person as defined by National Instrument 43-101.
The Company’s mineral property interests in Canada and United States are in good standing and all payments on the properties are up to date, except as noted above under Item 4.
None of the Company’s projects have known mineral reserves or mineral resources, and exploration work is exploratory in nature.
Mineral Properties
The Company has exploration properties in Canada and the United States, principally in Quebec, Ontario and Washington State. The subsections below describe the property locations and overviews of the properties. Our only material property, as determined pursuant to S-K 1300, is the Augustus Lithium Project.
Augustus Lithium Project, Quebec
Property Description, and Location
The Company’s material property, 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 on NTS 32C05 and 32D08. The Augustus Lithium 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. The project is an exploration-stage property and has no material plant, processing facilities or equipment. Pending completion or termination of the proposed CLM transaction, the Company has not approved a material exploration program for the project.
The property is located about 50 kilometers north of Val d’Or town. The block of claims that make up the property is centered at coordinates 5360000 North and 290000 east, NAD 1983 Zone 18N Datum. The Augustus Property is reachable by either provincial highway #111 connecting Val-d’Or and Amos or by provincial highway #397 connecting Val-d’Or and Barraute. From highway 111, the property can be reached by driving seven kilometers on an all-weather secondary road which is also known as Route Quebec Lithium which traverses the property. The climate is such that exploration and mining operations can generally be conducted year-round. As the property is in an active mining belt, there is a substantial professional workforce nearby experienced in mining and related activities.
12
Property Location Map
Ownership
The Company holds 100% rights in the Augustus Lithium Project which comprised of five groups of claims totaling 563 property claims through agreements with various vendors with vendors retaining either a 2% Net Smelter Royalty or 3% Gross Metal Royalty on certain claims. The claims cover approximately 27,700 hectares of land located in western Quebec in the Landrienne and La Corne Townships.
Joint Venture Agreement for certain claims
On November 14, 2022, the Company entered into a joint venture agreement (the “Infini Joint Venture Agreement”) with Infini Resources Pty Ltd. (“Infini Resources”) whereby Infini Resources may earn a 100% interest in certain mineral claims comprising the Electron Lithium Property.
Pursuant to the Infini Joint Venture Agreement, Infini Resources made a non-refundable payment of AUD$50,000 (CAD$44,088) and has elected to earn an initial 50% interest by making an initial cash payment of AUD$550,000 (CAD$486,837). Upon exercising the option, a joint venture will also be formed between Linear Minerals and Infini Resources to further advance the project. The Infini Joint Venture Agreement may be terminated in certain circumstances, including by Linear Minerals if certain milestones are not met in accordance with the agreement.
Included under the Infini Joint Venture Agreement are 131 of the 563 mining claims covering approximately 6,258 hectares’ area out of the Augustus Project.
On June 4, 2026, the Company entered into a term sheet with Consolidated Lithium Metals Inc. (“CLM”) pursuant to which CLM proposes to acquire a 100% undivided interest in the Augustus Lithium Project and certain additional mineral claims held by the Company. The proposed transaction comprises 449 mineral claims located in the Abitibi and James Bay regions of Québec.
The aggregate consideration payable to the Company under the proposed transaction is approximately $2,750,000, consisting of $687,500 in cash and $2,062,500 payable through the issuance of common shares of CLM, with the number of shares determined based on the applicable 20-day average trading price of CLM’s common shares.
The term sheet provides CLM with an exclusivity period to October 1, 2026 and includes a break fee of $1,687,500 payable by the Company in certain circumstances. Completion of the proposed transaction remains subject to, among
13
other conditions, satisfactory due diligence, negotiation and execution of a definitive agreement, and receipt of all required corporate and regulatory approvals. As at the date these financial statements were authorized for issue, the proposed transaction had not been completed and no amounts relating to the transaction had been recognized in these financial statements.
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. Completion of the transaction remains subject to a definitive agreement and customary regulatory closing conditions, and accordingly there can be no assurance that the transaction will be completed on the proposed terms or at all.
Map of claims subject to the Infini earn-in agreement—Blocks 1 and 2
Geological Setting and Mineralization style
The property is situated on the Archean Preissac-Lacorne batholith, a syn- to post- tectonic intrusion that was emplaced in the Southern Volcanic Zone of the Abitibi Greenstone Belt of the Superior Province of Quebec. To the north, the batholith is bounded by the Manneville Fault and to the south by the Cadillac Fault and the eastward extension of the Porcupine-Destor Fault. The batholith, which is a composite body has associated pegmatites and quartz veins.
Local geology of the property area is comprised basic to intermediate rocks of Kinojevis Group, volcanic rocks of Malartic Group, and sedimentary rocks Kewagama Group. The intrusive rocks including Lacorne batholith, occupies most of Lacorne township and adjacent parts of the adjoining townships. The intrusive rocks occur in both the volcanic and sedimentary rocks in the Lacorne area and range in composition from ultrabasic to acidic.
The regional metamorphic grade is greenschist facies and close to the batholith is hornblende hornfels facies contact metamorphism. Numerous pegmatitic and aplitic dykes occur in muscovite granite, particularly near its north and south contacts where they constitute the bulk of the exposed rock. These pegmatites mainly strike in east direction but north, north-west and 40° east of north strikes are also stated. Generally best mineralization occurs in north and east striking dykes. The Pegmatites are classified simple and complex.
14
The simple ones contain the same minerals as those found in the muscovite granite which are albite, quartz, microcline, and microcline-perthite with small amount of muscovite. The complex Pegmatite include common minerals of the simple pegmatites with fewer common minerals such as spodumene, columbite, tantalite, lepidolite, beryl, and others, which in places have potential for mineral deposits of economic value.
The pegmatite dykes, sills and lenses can be subdivided into rare-element pegmatites and granitic pegmatites. The rare-element pegmatites are significance, and they contain microcline or perthite, albite, quartz, muscovite, spodumene and minor amounts of beryl, columbite-tantalite and cassiterite.
The deposit model for the area is that the spodumene occurs in Li-Cs-Ta (“LCT”) rare-element pegmatite dykes. LCT pegmatites are associated with S-type, peraluminous (Al-rich), quartz-rich granites. S-type granites crystallize from a magma produced by partial melting of preexisting sedimentary source rock. They are characterized by the presence of biotite and muscovite, and the absence of hornblende. Rare-element pegmatites derived from a fertile granite intrusion are typically distributed over a 10 to 20 km2 area within 10 km of the fertile granite. A fertile granite is the parental granite to rare-element pegmatite dykes.
Property Geology Map
15
History
Exploration work in the Property and surrounding area dates to the late 1940s’ with the discovery of lithium showings documented in Quebec Department of Natural Resources. Augustus Prospect was described as a lithiferous dyke oriented N300°/40°, it is documented more than 850 m long and 7.6 m wide on average. Its extent to depth is unknown. Martin-McNeely pegmatite was intersected by drilling with grades up to 1.0 percent Li over 2.44 m. Mineralization is confined to pegmatite dykes of unknown attitude. Beluga / Canada Lithium Prospect is reported as a 90.0 m by 30.0 m high grade pegmatite estimated to contain 5.0 to 10.0% spodumene. Highlights of the historical work are presented below:
| ● | Canadian Lithium Corp. carried out work from 1948 to 1955 which included trenching and diamond drilling. The work identified spodumene at the Augustus and Canadian Lithium (named Beluga by FE) prospects. Several drill holes intersected spodumene bearing lithium zones. |
| ● | Martin – McNeely Mines Ltd. drilled three holes on the Martin-McNeely prospect. Two out of three holes intersected spodumene mineralization. |
| ● | Dome Exploration Canada Ltd. Drilled one hole with no spodumene mineralization. |
| ● | Certac Mining Corp. in 1977 investigated the Canada Lithium / Beluga spodumene bearing pegmatite bodies near the south end of Range 1, Lot 25, and Lot 26. |
| ● | In 2010 Mineral Hill Industries did prospecting and rock sampling which revealed a new lithium occurrence which was dubbed the Lithium Chalet showing. |
| ● | In 2011 Rock Tech completed a ZTEM and magnetometer survey carried out over a total of 4001.3 line-kilometres. Gerard Lambert Geosciences carried out a magnetic survey on behalf of the group of prospectors in the same year. |
| ● | In 2017 Hi Ho Silver acquired a part of the current claim block of the Property and completed a technical report to summarize historical work on Augustus and Canadian Lithium Prospects. |
There is no past producing mine on the Property and there were no historical mineral resource or mineral reserve estimates documented.
Exploration
Since acquiring its interests in the Augustus Lithium Project, the Company has completed prospecting, geological mapping, surface sampling and two phases of diamond drilling. During 2021 and 2022, the Company completed 39 diamond drill holes totalling approximately 7,522 metres. The drilling intersected multiple spodumene-bearing pegmatite zones of varying widths and grades. The exploration results confirmed the presence of lithium-bearing pegmatites but are insufficient to establish a mineral resource or mineral reserve under S-K 1300. No mineral resources or mineral reserves have been established on the property, and further exploration and technical work would be required to determine whether the property has reasonable prospects for economic extraction. During 2025, the Company completed an exploration drill program including 11 drill holes for a total 1,558 metres of drilling.
Current Non-Material Mineral Properties and Recently Disposed Properties
In addition to our principal property, the Augustus Lithium Property, the Company has other mineral interests in exploration properties, as summarized below, which we do not consider to be material at this time. Also included below are recently disposed properties.
Lac Marion Uranium Property, Quebec
Property description and location
The Lac Marion Uranium Property consists of 47 mining claims covering approximately 2,760 hectares area in two claim blocks on land located about 40 kilometres northeast of Mont Laurier in Quebec.
Ownership
On June 10, 2024, the Company entered into an option agreement to acquire a 100% interest in the Lac Marion Uranium Property.
On October 30, 2025, the Company entered into an amended option agreement (the “Lac Marion Uranium Property Amended Agreement”) which amended the due dates for certain share issuances and exploration expenditure requirements of the option agreement.
Under the terms of the Lac Marion Amended Agreement, the Company has the option to acquire a 100% interest in the property by completing the share issuance of 1,200,000 common shares (not issued).
The Lac Marion property has a 1.5% GMR payable to the optionor of which the Company will have the option to buy-out of 0.5% by paying $1,000,000.
16
Lac Coulombre Property
Property description and location
The Lac Coulombre property consists of 89 mining claims covering approximately 5,000 hectares area on land located about 100 kilometres south of Quebec City, Quebec.
Ownership
On November 5, 2024, the Company entered into an option agreement to acquire a 100% interest in the Lac Coulombre Property.
On November 3, 2025, the Company entered into an amended option agreement (the “Lac Coulombre Property Amended Agreement”) which amended the due dates for certain share issuances and exploration expenditure requirements of the option agreement.
Pursuant to the terms of the Lac Coulombre Amended Agreement, the Company acquired a 100% interest in the property by making a cash payment of $5,000 and issued 2,250,000 common shares during the year ended March 31, 2026.
The Lac Coulombre property has a 1.5% NSR payable to the optionor of which the Company will have the option to buy-out of 0.5% by paying $1,000,000.
Falcon Lake Property, Ontario
Property description and location
The Falcon Lake property is comprised of 48 mineral claims covering approximately 1,000 hectares located in the Thunder Bay Mining Division, Ontario.
Ownership
On October 21, 2022, the Company completed its commitments under the terms of the Falcon Lake Agreement, by completing an aggregate of $85,000 in options payments and 157,895 in common share issuances to acquire a 100% interest in the property.
On January 27, 2023, the Company executed a joint venture agreement (the “Battery Age Minerals Joint Venture Agreement”) with Battery Age Minerals Limited (“Battery Age Minerals”) whereby Battery Age Minerals may earn a 100% interest in the Falcon Lake Property.
Pursuant to the Battery Age Minerals Joint Venture Agreement, Battery Age Minerals made a non-refundable payment of AUD$50,000 (CAD$45,359) and elected to earn a 65% interest by completing the initial option payment consisting of a cash payment of AUD$100,000 (CAD$93,999) and issuing the Company 1,375,000 of Battery Age Mineral shares valued at $513,975. Battery Age Minerals earned a further 25% interest, for an aggregate 90% interest, by issuing a further 750,000 shares of Battery Age Minerals valued at $290,295 and by making a cash payment of AUD$50,000 (CAD$46,175). Battery Age Minerals may acquire the remaining 10% interest, for a 100% beneficial interest by making a further payment equal to the lower of the price determined by independent valuation or AUD$2 million. Upon Battery Age Minerals earning a 90% interest, a joint venture will be deemed to have been formed between Linear Minerals and Battery Age Minerals to further advance the project.
The option agreement may be terminated in certain circumstances, including by Linear Minerals if certain milestones are not met in accordance with agreement.
17
Property Location Map
Rose West Lithium Property, Quebec
Property description and location
Rose West Lithium Property consists of 32 mining claims covering approximately 1,700 hectares area on NTS map 33C01 on the territory of Eeyou Istchee in James Bay area, Quebec, Canada. It is located about 40 km north of Cree Village of Nemaska located about 300 km northwest of Chibougamau.
Located in a premier mining jurisdiction in Quebec, the property is accessible through the James Bay Road that connects Matagami and Radisson (highway Route/109 from Val d’Or). It is also accessible by road via the Route du Nord, usable all year round from Chibougamau.
Ownership
In April 2023, the Company acquired a 100% interest in the Rose West property by issuing 1,300,000 shares of the Company.
The Rose West Lithium property has a 1% GMR payable to the optionor upon the commencement of commercial production.
18
Property Location Map
Geology
The property is underlain by similar geological rocks to the Rose Lithium deposit and are comprised of the Archean Lower- Eastmain Group, constituted of volcano-sedimentary formational units and ultramafic to felsic intrusives. Gabbros, pyroxenites, and diorites cut across the Property geology. Pegmatites occur as irregular but generally continuous lenses within biotite schists. These felsic rocks intruded paragneiss, sandstone and conglomerate. Younger rocks of the property are represented by a Proterozoic diabase dyke.
Other rock types, including gneiss, dacite, quartzite and conglomerate, have also been reported. Lithologies are generally well foliated with a SE orientation, except for the more massive and unfoliated granites and pegmatites.
Mineralization recognized to date in the area includes rare-element lithium-cesium-tantalum (LCT) type pegmatites and molybdenum occurrences. The geological reports of the area indicate that pegmatite dykes generally strike WSW-ENE with dips of 60 degrees or steeper.
Pontax West Lithium Property, Quebec
Property description and location
The Pontax West Lithium Property consists of 72 mining claims covering over 3,800 hectares in the James Bay lithium region of northern Quebec.
19
Ownership
On October 13, 2023, the Company entered into an option agreement to acquire a 100% interest in the Pontax West Lithium Property (the “Pontax Lithium Agreement”). The property consists of 72 mining claims covering over 3,800 hectares in the James Bay lithium region of northern Quebec.
On September 13, 2024, the Company entered into an amended option agreement (the “Pontax West Lithium Amended Agreement”) which amended the due dates for certain share issuances and exploration expenditure requirements of the option agreement. Under the terms of the Pontax West Lithium Amended Agreement, the Company acquired a 100% interest in the property by completing the share issuance of 2,500,000 on May 7, 2025 with a fair value $37,500. The share issuance had been accrued at March 31, 2025. The Pontax West Lithium property has a 1.5% GMR payable to the Optionor of which the Company will have the option to reduce the GMR to 1.0% by paying $1,000,000 for one-half of one percent.
On August 1, 2025, the Company signed a plan of arrangement agreement (the “Agreement”) to spin out its Pontax West lithium property located in the province of Quebec to Westlinear Minerals Corp. (“Westlinear”). Under the terms of the arrangement, the Company’s shareholders will be issued one share of Westlinear with respect to every 10 shares of the Company owned on the share distribution record date. On October 23, 2025, the shareholders of the Company approved by special resolution the Agreement to spin out the Company’s Pontax West lithium property to Westlinear. With the completion of the Arrangement occurring on November 28, 2025, following receipt of regulatory approval, Linear transferred the Pontax West Lithium property to Westlinear.
Rose East Lithium Property, Quebec
Property description and location
The Rose East Lithium Project covers over 3,100 hectares (approx. 31 square kilometers) which sit directly adjacent to the Bourier project of Critical Elements Lithium Corporation (TSX-V: CRE).
The acquired land package consists of 59 mining claims within the north-east portion of the Northeast-Southwest striking 150 km long Lac des Montagnes volcano-sedimentary belt of Quebec, which contains abundant pegmatite showings and is one of the most active centers for lithium exploration in the province.
Ownership
On March 4, 2023, the Company entered into an option agreement to acquire a 100% interest in the Rose East Lithium Property (“Rose East Lithium”). The Rose East Lithium property consists of 59 mining claims covering approximately 3,100 hectares in northern Quebec.
On November 3, 2025, the Company entered into an amended option agreement (the “Rose East Lithium Property Amended Agreement”) which amended the due dates and amounts for certain share issuances requirements of the option agreement.
Under the terms of the Rose East Lithium Amended Agreement, the Company has the option to acquire a 100% interest in the property by completing the share issuance of 1,250,000 common shares. On February 3, 2026, the Company issued the required shares to complete its acquisition of a 100% interest in the Rose East Lithium property.
The Rose East Lithium property has a 1.5% GMR payable to the Optionor of which the Company will have the option to reduce the GMR to 1.0% by paying $1,000,000 for 0.5%.
Geology
The Rose East claims are underlain by neo-Archean Voidyre Formation metasediments which contains numerous pegmatite intrusives of the Senay Suite. The Senay suite pegmatites range in length from a few meters to up to 3 kilometers and are the key target of Lithium exploration in the area.
20
Property Location Map
Ridgeway Clark County, Washington, USA
Property description and location
The Ridgeway Clark County mineral property claims are located in the Clark County, Washington, U.S.
Ownership
The Company staked 67 mineral property claims located in the Clark County, Washington, U.S at a cost of $60,220.
Kipawa West Property
Property description and location
The Kipawa West property is comprised of 53 mining claims covering an approximate area of 3,000 hectares located in Abitibi-Temiscamingue, Quebec.
Ownership
On December 9, 2025, the Company entered into an option agreement to acquire a 100% interest in the Kipawa West rare-earth property(the “Kipawa West Agreement”).
Under the terms of the Kipawa West Agreement, the Company has the option to acquire a 100% interest in the property by completing the following share issuance and exploration expenditures:
| Due Dates | Issuance of Linear Minerals common shares |
Exploration expenditures ($) |
| On signing (not yet issued) | 1,000,000 | - |
| December 9, 2026 | 1,500,000 | 250,000 |
| December 9, 2027 | 2,000,000 | 500,000 |
| December 9, 2028 | - | 500,000 |
The Kipawa West Property is subject to a 2% GMR royalty payable to the Optionor. The Company will have the option to reduce the GMR from 2.0% to 1.0% by paying $1,000,000.
21
Kokanee Creek Gold Property, British Columbia
Property description and location
The Kokanee Creek Gold Property consists of 3 claims covering approximately 1,000 hectares area in Nelson Mining Division in British Columbia, Canada. It is located 18 km to the east of Nelson on NTS map 082F055. The property is part of a very active mining area with several historical and current gold, silver and base metals deposits located in the region. Nelson is a historical mining town dating back to the discovery of Toad Mountain Silver deposit in 1886.
Ownership
The Company acquired a 100% interest in the Kokanee Creek Property in 2022. The Property is subject to a 2.0% NSR royalty of which the Company will have the option to reduce the NSR by 1.0% by paying $1,000,000.
During the year ended March 2025, the Company wrote-off all deferred costs to date as the company does not plan to do further work on the property.
Cosgrave Lithium Property, Ontario
Property description and location
The Cosgrave Lithium property is comprised of 198 mineral claims covering approximately 3,700 hectares located in the Ear Falls, Ontario.
Ownership
On August 24, 2023, the Company entered into a purchase agreement to acquire a 100% interest in the Cosgrave Lithium property. Pursuant to the terms of the Cosgrave Agreement, the Company acquired a 100% interest in the Cosgrave Lithium property by issuing 175,000 common shares of the Company and by making the option payment of $22,500 during the year ended March 31, 2024.
The Cosgrave Lithium Property is subject to a 1.5% NSR royalty, which the Company will have the option to reduce the NSR by 0.75% to 0.75% by paying $500,000.
During the year ended March 2025, the Company wrote-off all deferred costs to date as the company does not plan to do further work on the property.
Jubilee Lithium Property, Ontario
Property description and location
The Jubilee Lithium property consisted of 10 contiguous mineral claims which cover 184 cells with a geographic area of approximately 2,944 hectares of land in the Red Lake Mining District, Northwestern Ontario. The Property is located approximately 80 km northeast of Ear Falls, Ontario. The nearest settlement is the town of Ear Falls, Ontario with a current approximate population of 1,000 inhabitants. The property lies within NTS map sheet 52N/01 and straddles four townships of Costello, Latrielle Lake Area, Jubilee Lake Area and Birkett Townships.
Ownership
On December 1, 2022, the Company entered into an option agreement to acquire a 100% interest in the Jubilee Lithium Property. The Company has completed the required option payments totaling $50,000 as of March 31, 2024 to acquire a 100% interest in the property.
During the year ended March 31, 2024, the Jubilee Lithium property claims were allowed to lapse and as a result the Company wrote-off all deferred costs incurred to date.
North Spirit Property, Ontario
Property description and location
The property consists of 124 mining claims covering approximately 2,500 hectares area in two claim blocks on crown land in northwestern Ontario and is located about 175 kilometres to the north of Red Lake, Ontario.
Ownership
The Company acquired a 100% interest in the North Spirit Property by completing the share issuance of 1,105,262 common shares. The North Spirit property has a 1% GMR payable to the Optionor.
During the year ended March 31, 2024, the Company decided it would not be pursuing any further exploration work on the North Spirit property and wrote-off all deferred costs incurred to date.
22
Titan Gold Property
Property description and location
Titan Gold is located in the Abitibi area of Western Quebec, Canada and is comprised of 80 mining claims covering approximately 4,400 hectares. in the “municipalité régionale de comté” “regional county municipal” of Jamesie in Quebec.
Ownership
On October 2, 2020, the Company entered into an option agreement to acquire a 100% interest in the Titan Gold Property. Under the terms of the option agreement, the Company has the option to acquire a 100% interest in the Titan Gold property by completing the certain option payments, and common share issuances. The Company has an outstanding option payment of $40,000 to acquire its 100% interest in the property.
The Titan Gold property is subject to a 1.5% NSR royalty.
During the year ended March 2024, the Company wrote-off all deferred costs to date as the company does not plan to do further work on the property.
Trix Lithium Property, Ontario
Property description and location
Trix Lithium is located in in the Georgia Lake area in northwestern Ontario and is comprised of 23 mining claims covering approximately 11,000 hectares.
Ownership
On March 13, 2023, the Company entered into an option agreement to acquire a 100% interest in the Trix Lithium Property.
Under the terms of the option agreement, the Company has the option to acquire a 100% interest in the Trix Lithium property by completing the certain option payments, common share issuances and exploration expenditures
The Trix Lithium property is subject to a 2.0% NSR royalty.
During the year ended March 2024, the Company wrote-off all deferred costs to date as the company does not plan to do further work on the property.
Exploration Amounts Expensed
Exploration expenses in the five fiscal years ended March 31:
| Year | 2026 | 2025 | 2024 | 2023 | 2022 |
| British Columbia | |||||
| Kokanee Creek | $Nil | $Nil | $Nil | $Nil | $74,500 |
| Ontario | |||||
| Jubilee Lithium(1) | Nil | Nil | Nil | 64,295 | Nil |
| Phyllis Cobalt(1) | Nil | Nil | Nil | Nil | 21,047 |
| Trix Lithium(1) | Nil | Nil | 110,050 | 32,750 | Nil |
| Quebec | |||||
| Augustus Lithium | 727,335 | 955,337 | 2,121,855 | 1,474,863 | 1,502,261 |
| Kipawa West | 79,000 | Nil | Nil | Nil | Nil |
| Lac Coulombre | 80,000 | Nil | Nil | Nil | Nil |
| Lac Marion | 75,000 | Nil | Nil | Nil | Nil |
| Pontax West Lithium | Nil | 30,000 | 181,000 | Nil | Nil |
| Rose West Lithium | Nil | 25,000 | 72,600 | Nil | Nil |
| Rose East Lithium | Nil | 25,000 | 88,200 | Nil | Nil |
| Titan Gold(1) | Nil | Nil | Nil | 89,100 | 75 |
| General exploration | Nil | 252,864 | 9,700 | 159,665 | 11,238 |
| Total | $961,335 | $1,288,201 | $2,583,405 | $1,820,673 | $1,609,121 |
| (1) | As of March 31, 2026, the property is no longer held by the Company. |
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 issued common shares in each of the past few years, pursuant to private placement financings and the exercise of warrants and options.
23
Internal Controls Disclosure
The Company has internal controls for reviewing and documenting the information from exploration activities, and ensuring the validity of the information. Information that is used to compile exploration results are prepared and certified by appropriately qualified persons at the location of drilling or other exploration activities and is subject to our internal review process which includes review and approval by appropriate project management and the Company’s corporate qualified person under National Instrument 43-101.
| ITEM 4A. | UNRESOLVED STAFF COMMENTS |
Not applicable.
| ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
Management’s discussion and analysis is presented in relation to the financial statements of Linear Minerals , which statements are prepared as a going concern in accordance with IFRS.
The Company is a mineral exploration company with no producing properties and consequently has no current operating income or cash flow. All of the Company’s short to medium-term operating and exploration cash flow must be derived from external financing.
The financial statements referred to in this Annual Report have been prepared in accordance with IFRS issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). The policies applied in the financial statements are based on the IFRS issued and outstanding as at July 29, 2026.
| A. | Operating Results |
Fiscal 2026 compared to Fiscal 2025
The net loss and comprehensive loss for the year ended March 31, 2026 (the “Current Year”) was $2,683,523, a $629,842 decrease over the net loss of $3,313,365 for the year ended March 31, 2025 (the “Comparative Year”). The significant variances for the Current Year and Comparative Year are as follows:
| · | Consultants and director fees were $1,000 in the Current Year, a decrease of $17,900 over $18,900 for the Comparative Year. Consulting fees consist primarily of corporate advisory and development fees as well as director fees; |
| · | Exploration and evaluation expenditures were $961,335 in the Current Year, a decrease of $326,866 over $1,288,201 for the Comparative Year. Exploration expenditures are primarily for exploration and drill programs carried out on its Quebec lithium prospects, Lac Marion uranium project and the Kipawa West rare earth project; |
| · | Investor relations expenses were $39,874 in the Current Year, a decrease of $291,717 over $331,591 for the Comparative Year. Investor relations consist of North American and European Investor Marketing programs; |
| · | Professional fees were $174,064 in the Current Year, an increase of $54,297 over $119,767 for the Comparative Year. The increase was due to legal costs associated with the Plan of Arrangement for the Company during the Current Year; |
| · | Shareholder communications was $154,500 for the Current Year, an increase of $64,296 over $90,204 for the Comparative Year. Shareholder communication consists primarily of investor programs focused on increasing market and investor awareness of the Company by engaging several groups to assist in growing the Company’s online and digital media presence throughout North America and European markets. Shareholder communications also includes expenses such as transfer agent fees, exchange listing fees, website maintenance and news release costs; |
| · | Share-based compensation was $90,000 in the Current Year, while the Comparative Year was $131,314 expense. Share-based compensation expense is the fair value of restricted share units and stock options granted and vested to directors, officers and consultants during the year; |
| · | Loss on marketable securities was $21,679 in the Current Year while the Comparative Year was $Nil. The loss was due to the sale of the marketable securities during the Current Year; |
| · | Recovery of flow-through premium liability was $218,207 in the Current Year (Comparative Year - $159,579) due to the flow-through recovery during the Current year; and |
| · | Write-down of exploration and evaluation assets was $1,050,482 for the Current Year (Comparative Year - $1,036,875). This amounts relating to mineral claims that were allowed to lapse or projects for which management |
24
determined that future exploration expenditures were no longer justified based on current exploration priorities. The write-downs reflect management’s ongoing review of the Company’s exploration portfolio and capital allocation strategy.
Fiscal 2025 compared to Fiscal 2024
The net loss and comprehensive loss for the year ended March 31, 2025 (the “Current Year”) was $3,313,365 a $3,321,708 decrease over the net loss of $6,635,073 for the year ended March 31, 2024 (the “Comparative Year”). The significant variances for the Current Year and Comparative Year are as follows:
| · | Consultants and director fees were $18,900 in the Current Year, a decrease of $92,600 over $111,500 for the Comparative Year. Consulting fees consist primarily of corporate advisory and development fees as well as director fees; |
| · | Exploration and evaluation expenditures were $1,288,201 in the Current Year, a decrease of $1,295,204 over $2,583,405 for the Comparative Year. Exploration expenditures are primarily for exploration and drill programs carried out on its Quebec lithium prospects; |
| · | Investor relations expenses were $331,591 in the Current Year, a decrease of $761,430 over $1,093,021 for the Comparative Year. Investor relations consist of North American and European Investor Marketing programs; |
| · | Professional fees were $119,767 in the Current Year, a decrease of $12,372 over $132,139 for the Comparative Year. The decrease was due to reduced legal costs for the Company during the Current Year; |
| · | Shareholder communications was $90,204 for the Current Year, a decrease of $35,640 over $125,844 for the Comparative Year. Shareholder communication consists primarily of investor programs focused on increasing market and investor awareness of the Company by engaging several groups to assist in growing the Company’s online and digital media presence throughout North America and European markets. Shareholder communications also includes expenses such as transfer agent fees, exchange listing fees, website maintenance and news release costs; |
| · | Share-based compensation was $131,314 in the Current Year, while the Comparative Year was $1,786,445 expense. Share-based compensation expense is the fair value of restricted share units and stock options granted and vested to directors, officers and consultants during the year; |
| · | Unrealized loss on marketable securities was $63,513 in the Current Year while the Comparative Year was $549,946. The loss was due to a decrease in the fair value of the market securities held; |
| · | Recovery of flow-through premium liability was $159,579 in the Current Year (Comparative Year - $717,679) due to the flow through recovery during the current year; and |
| · | Write-down of exploration and evaluation assets was $1,036,875 for the Current Year (Comparative Year - $749,771). These amounts are due to the Company’s write down of the deferred costs on certain properties for which the Company is either negotiating amendment agreements, re-staking claims or has decided not to continue with further exploration work on the property. |
The Company’s projects are at the exploration stage and have not yet generated any revenue from production to date.
Readers should refer to the notes to the financial statements for details regarding all the mineral leases and option to joint venture agreements for each of the Company’s properties.
| B. | Liquidity and Capital Resources |
Financial Conditions for the year ended March 31, 2026
The Company has historically financed its operations through equity financings. As an exploration-stage issuer, the Company does not generate operating revenues and is dependent on external financing to fund exploration activities, corporate administration and working capital requirements.
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.
Management believes that additional financing will be required to fund the Company’s planned exploration activities and corporate overhead during the next twelve months. The Company intends to continue evaluating financing alternatives, including equity financings, strategic partnerships, property transactions and other capital raising initiatives. There can be no assurance that additional financing will be available on acceptable terms, or at all.
25
Please refer to Item 3 – Key Information – section D - Risk Factors in this document.
At March 31, 2026, the Company had cash of $330,676 (March 31, 2025 – $951,807), current assets of $473,133, current liabilities of $1,130,715 and a working capital deficiency of $657,582. The decrease in cash during the year primarily reflects expenditures on exploration activities, corporate administration and professional fees, partially offset by proceeds from private placements completed during the year. At March 31, 2026, the Company is required to incur $150,000 of flow-through qualified expenditures.
Linear Minerals began the year ended March 31, 2026, with $951,807 in cash. During the year ended March 31, 2026, the Company expended $1,274,144 on operating activities, net of working capital changes, cash provided by investing activities was $37,013, comprising $102,233 of proceeds from the sale of marketable securities, partially offset by $65,220 of exploration and evaluation asset acquisition costs and generated $616,000 from financing activities which was attributable to proceeds from share issuances, net of share issue costs, to end at March 31, 2026 with $330,676 in cash.
The Company’s financial statements were prepared using IFRS applicable to a going concern. Several adverse conditions cast substantial doubt on the validity of this assumption – see “Going Concern” disclosure below. The Company holds its cash in bank accounts that earn interest at variable interest rates.
Operations for the year ended March 31, 2026, have been funded primarily through non-brokered private placement financings with the issuance of equity.
Capital Resources
As discussed above, at March 31, 2026, the Company had a working capital deficit of $657,582 compared to a working capital of $311,693 at March 31, 2025. The Company’s continued operations are dependent upon the Company’s ability to obtain sufficient financing to carry on planned operations. The Company estimates that these 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 had 84,335,286 common shares issued and outstanding as at March 31, 2026. (March 31, 2025 – 61,335,286).
Share Capital
The Company’s continued operations are dependent upon the Company’s ability to obtain sufficient financing to carry on planned operations.
Fiscal 2026 and subsequently up to July 29, 2026
On December 11, 2025, the Company closed a non-brokered private placement and issued 3,000,000 Quebec flow-through shares (“QFT share”) priced at $0.05 per QFT share for gross proceeds of $150,000. The Company recognized a liability for flow-through shares of $15,000. The Company paid finder fees of $9,000;
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 with each unit consisting of one common share and one common share purchase warrant for gross proceeds of $150,000. Each share purchase warrant entitles the holder to purchase one common share at a price of $0.25 per share for a period of one year from the issue date. The share purchase warrants were valued using the Black-Scholes pricing model with the following assumptions: weighted average risk-free interest rate of 2.53%, volatility factor of 190.61% and an expected life of one year;
On February 3, 2026, the Company closed its non-brokered private placement. As part of the closing, the Company issued 6,500,000 units at a price of $0.05 per unit and one common share purchase warrant for gross proceeds of $325,000. Each share purchase warrant entitles the holder to purchase one common share at a price of $0.25 per share for a period of one year from the issue date; The share purchase warrants were valued using the Black-Scholes pricing model with the following assumptions: weighted average risk-free interest rate of 2.52%, volatility factor of 188.44% and an expected life of one year; and
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. Immediately before the consolidation, the Company had 84,335,286 common shares issued and outstanding. Following the consolidation, the Company had approximately 12,974,542 common shares issued and outstanding, subject to adjustments arising from
26
the rounding of fractional shares. The Company’s common shares continue to trade on the Canadian Securities Exchange under the symbol “LINE.” All weighted-average share and per-share amounts presented in these financial statements have been retrospectively adjusted to reflect the share consolidation.
Fiscal 2025
On April 18, 2024, the Company closed a non-brokered private placement consisting of 1,739,130 Quebec flow-through shares (“QFT share”) priced at $0.23 per QFT share for gross proceeds of $400,000. The Company recognized a liability for flow-through shares of $86,957 also paid finder’s fees of $24,000; and
On October 18, 2024, the Company closed its non-brokered private placement and issued 8,750,000 QFT shares at a price of $0.08 per QFT share for gross proceeds of $700,000. The Company recognized a liability for flow-through shares of $131,250 and also paid finders’ fees of $42,000.
Fiscal 2024
On April 3, 2023, the Company issued 1,500,000 common shares value at $975,000, pursuant the Rose East Lithium property option agreement and 83,333 common shares valued at $54,166, pursuant the Trix Lithium property option agreement;
On April 5, 2023, the Company issued 1,300,000 common shares valued at $884,000, pursuant the Rose West Lithium property option agreement to acquire a 100% interest in the property;
On June 9, 2023, the Company closed a non-brokered private placement consisting of 1,338,461 Quebec flow- through shares (“QFT share”) priced at $0.65 per QFT share and 573,770 National flow through shares (“NFT share”) priced at $0.61 per NFT share for aggregate gross proceeds of $1,220,000. The Company recognized a liability for flow-through shares of $91,783. The Company also paid finder’s fees of $73,200; and
On November 21, 2023, the Company closed a non-brokered private placement consisting of 675,000 common shares priced at $0.40 per share for aggregate gross proceeds of $270,000 and 1,855,554 Quebec flow-through units (“QFT unit”) priced at $0.45 per QFT unit for gross proceeds of $835,000. Each flow-through unit consists of one flow-through share and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share at a price of $0.65 cents per share for a period of two years from the issue date. The QFT share purchase warrants were valued using the Black-Scholes pricing model with the following assumptions: weighted average risk-free interest rate of 4.39% and 4.57%, volatility factor of 116.96% and an expected life of two years. The Company recognized a liability for flow-through shares of $92,778. The Company also paid finder’s fees of $48,000.
The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements.
Stock Options
During the year ended March 31, 2026, the Company did not grant any stock options.
During the year ended March 31, 2025, the Company granted 1,200,000 incentive stock options to directors, officers and consultants and all of which vested at the date of grant. The options are exercisable at $0.18 per share, expiring on April 26, 2026.
During the year ended March 31, 2024, the Company granted 2,000,000 incentive stock options to directors, officers and consultants and all of which vested at the date of grant. The options are exercisable at $0.59 per share, expiring on June 4, 2028.
Restricted Share Units
During the year ended March 31, 2026, the Company granted 4,500,000 restricted share units (“RSU’s”) to officers, directors and consultants of the Company. On September 8, 2025, the Company issued 4,500,000 common shares upon the vesting and settlement of restricted share units granted on May 8, 2025.
During the year ended March 31, 2025, the Company did not issue any RSU’s.
During the year ended March 31, 2024, pursuant to the Company’s restricted share unit plan, the Company issued 550,000 RSUs on May 26, 2023, vesting immediately and issued 875,000 RSU’s vesting on grant date of September 22, 2023. The Company issued the RSUs to directors, officers and consultants.
Financing Activities
27
The Company estimates that it will require additional financing to carry out its exploration plans and operations through the next twelve months. This could involve joint venture, equity financing, or other forms of financing.
Going Concern
As at March 31, 2026, the Company had cash of $330,676, a working capital deficiency of $657,582, incurred a net loss of $2,683,523 and used $1,274,144 in operating activities. The Company will need to raise additional financing as the Company’s current assets are not sufficient to finance its operations and administrative expenses. The Company is evaluating financing options including, but not limited to, the issuance of additional equity and debt. The Company has no assurance that such financing will be available or be available on favourable terms. Factors that could affect the availability of financing include the Company’s performance (as measured by numerous factors including the progress and results of its projects), the state of international debt and equity markets, investor perceptions and expectations and the global financial and metals markets. In addition to evaluating financing options, the Company has also implemented cost savings measures.
The financial statements do not include any adjustments to the recoverability and classification of recorded assets, or the amounts of, and classification of liabilities that would be necessary if the going concern assumption were not appropriate. Such adjustments could be material.
Plans for Fiscal 2027
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.
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 previously announced flow-through and hard-dollar financings associated with the proposed transaction have been placed on hold. Completion of the proposed transaction remains subject to satisfactory due diligence, the execution of definitive agreements, receipt of required regulatory approvals and other customary closing conditions. As the final terms have not yet been determined, the financial effect of the proposed transaction cannot currently be reasonably estimated.
The Company has not established any mineral reserves on its mineral properties. 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.
As at July 29, 2026, the Company had 12,974,542 common shares issued and outstanding, after giving effect to the consolidation completed on July 13, 2026 on the basis of one post-consolidation common share for every 6.5 pre-consolidation common shares.
| C. | Research and development, patents and licenses |
As Linear Minerals is a mineral exploration company with no producing properties, the information required by this item is inapplicable.
| D. | Trend information |
As a mineral resource exploration company, the Company’s activities are mainly in response to metal prices and the availability of equity financings. Further, we consider that our ability to raise additional funding in order to complete our exploration programs and the plan of operations for its mineral properties for the current fiscal year and beyond will be impacted by prevailing prices for metals. As a mineral resource exploration company, the interest in Linear Minerals ’s stock, and our ability to raise financing and conduct work programs, has been cyclical as it is related to metal prices that, traditionally, have been cyclical in nature.
The Company is a mineral exploration company. At this time, any issues of seasonality or market fluctuations have no material impact other than our ability to raise additional equity capital on terms that are acceptable to the Company.
28
The Company currently defers its mineral property acquisition costs. The Company expenses its exploration and project investigation and general and administration costs and these amounts are included in the net loss for each quarter.
The Company’s Management and board of directors are not financial or commodity analysts and therefore cannot and should not forecast metal prices. Management and the directors do monitor the metals industry trends, specifically demand supply data, and believe that the metals market may continue to experience positive fundamentals. As such the Company will continue to advance its properties, subject to available funds.
| E. | Critical Accounting Estimates |
The preparation of financial statements requires management to make judgments and estimates that affect the amounts reported in the financial statements and notes. By their nature, these judgments and estimates are subject to change and the effect on the financial statements of changes in such judgments and estimates in future periods could be material. These judgments and estimates are based on historical experience, current and future economic conditions, and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ from these judgments and estimates. The more significant areas are as follows:
Going Concern
The assessment of the Company’s ability to raise sufficient funds to finance its exploration and administrative expenses involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Intangible Exploration and Evaluation Assets
Management is required to assess impairment in respect of intangible exploration and evaluation assets. Note 6 discloses the carrying value of such assets. The triggering events for the potential impairment of exploration and evaluation assets are defined in IFRS 6 Exploration for and Evaluation of Mineral Properties and are as follows:
| · | the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed; |
| · | substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned; |
| · | exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and |
| · | sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full, from successful development or by sale. |
In making the assessment, management is required to make judgments as to the status of each project and its future plans towards finding commercial reserves. The nature of exploration and evaluation activity is such that only a proportion of projects are ultimately successful and accordingly some assets are likely to become impaired in future periods.
| F. | Tabular disclosure of contractual obligations |
The following table summarizes the Company’s short-term and long-term obligations as at March 31, 2026:
| Less than one year | 1-2 years | 2-3 years | 3-4 years | 4-5 years | 5th and subsequent years (1) | Total | |
| N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| (1) | Mineral property option payments are made at the option of the Company, however non-payment of mineral property leases may result in forfeiture of Linear Minerals ’s rights to a particular property. |
| G. | Safe Harbour |
Certain statements contained in the foregoing Operating Results and elsewhere in this Annual Report on Form 20-F constitutes forward-looking statements. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Linear Minerals to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forward-looking
29
statements in light of the risks set forth below. Risk factors that could affect our future results include, but are not limited to, risks inherent in mineral exploration activities and other operating and development risks, no revenue from commercial operations, no assurance that any of our mineral properties possess commercially mineable bodies of ore, financial risk, shareholder dilution from additional equity financings, competition, environmental regulations, changes to reclamation requirements, volatility and sensitivity to market prices for precious and base metals, the impact of changes in foreign currencies’ exchange rates, political risk, changes in government regulation and policies including trade laws and policies, demand for precious and base metals, and receipt of permits and approvals from governmental authorities.
| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
| A. | Directors and Senior Management |
The following table lists the directors and senior management of the Company as at March 31, 2026. The directors have served in their respective capacities since their election and/or appointment and will serve until the next AGM or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company.
| Name and Position | Other Principal Directorships | Shares Beneficially Owned as at July 29, 2026 (6) |
Principal Business Activities Outside the Company |
| Gurminder Sangha (1) Director, President and Chief Executive Officer |
None | 517,579 | Businessman and consultant to companies in the junior resource sector |
| Jurgen Wolf (2) Director, Chief Financial Officer and Corporate Secretary |
Electrum Discovery Corp. Petrichor Energy Inc. Adastra Holdings Ltd. Consolidated Odyssey Exploration Inc. Odyssey Petroleum Corporation |
30,769 | Consultant to companies in the junior resource sector |
| Craig Alford (3) Director |
Evergreen- Agra Inc. Verde Science Inc. |
30,769 | Geologist |
| Jason Grewal (4), Director |
None | 16,923 | Lawyer |
| Jodie Gibson(5), Director |
None | 92,308 | Geologist |
| (1) | Gurminder was appointed to the Company’s board of directors on December 22, 2017 and appointed President and Chief Executive Officer on March 26, 2018. Mr. Sangha is an independent business advisor to the resources industry and brings over twelve years of management and financing expertise in both public and private companies. |
| (2) | Jurgen Wolf was appointed to the Company’s board of directors on February 22, 2018 and appointed Chief Financial Officer and Corporate Secretary of the Company on February 28, 2018. Mr. Wolf has been involved in the oil and gas industry for more than 15 years, assisting public companies with investor relations and administration. Mr. Wolf was President and a director of former US Oil and Gas Resources Inc., which amalgamated to form Petrichor Energy Inc. in 2005. Mr. Wolf is a director of several public companies. |
| (3) | Craig Alford was appointed Director of the Company on October 7, 2019. Mr. Alford holds both a Bachelor of Science (Hons) and a Master of Science in Geology. He is a registered Professional Geoscientist (P. Geo) in Ontario and is a Qualified Person, as defined in National Instrument 43-101. During his 30 years of experience worldwide, Mr. Alford has designed, managed and provided technical direction for projects throughout North and South America, China, Central Asia, Russia, Australia and Africa. Mr. Alford’s experience has included senior positions for a number of large mining companies including, Zijin Mining Group, China Railway, and Teck Mining Ltd. |
| (4) | Jason Grewal was appointed to the Company’s board of director on October 23, 2019. Mr. Grewal is a solicitor in England and Wales and was admitted as an attorney in the state of New York. He has studied law at the London School of Economics, and holds a law degree from the University of London, an LLM in international business law from the IE Law School in Madrid and an MSc in global finance from Cass Business School in London. He has experience working in Canada, the United States and the United Kingdom, and in Europe. He has advised on various capital market transactions in various jurisdictions, and has experience working with both international law firms and multinational corporations. |
| (5) | Jodie Gibson was appointed to the Company’s board of director on March 23, 2021. Mr. Gibson is an exploration geologist with over 14 years mineral exploration experience throughout the North American Cordillera from Alaska to Mexico; including syngenetic and epigenetic precious and base metal systems. He was the Project Manager of the Underworld Resources Inc. exploration team that discovered and defined the Golden Saddle and Arc deposits. Prior to joining the Company, Mr. Gibson was serving as Vice President Exploration for White Gold Corp where he oversaw over $30 million in exploration activities over the previous three years with highlights including expansion of the Golden Saddle and Arc deposits and five new discoveries across the White Gold district: including the high-grade Vertigo discovery on the JP Ross property. Mr. |
30
Gibson holds a Bachelor of Science Degree and a Master of Science Degree from Indiana State University and is a member of the Association of Professional Engineers and Geoscientists of British Columbia.
| (6) | All share, option and warrant quantities and related exercise prices in this table have been adjusted to reflect the 6.5-for-1 consolidation of the Company’s common shares completed on July 13, 2026. |
Executive officers are appointed by the board of directors to serve until terminated by the board of directors or until their successors are appointed. Certain of the directors serve as directors of other reporting companies and if a conflict of interest arises at a meeting of the board of directors, any director in a conflict will declare his interest and abstain from voting on such matter. All directors have a term of office expiring at the next AGM.
Family Relationships
There are no family relationships among any of the persons named above.
Arrangements
There are no arrangements or understandings regarding the selection of any of the persons named above.
| B. | Compensation |
Compensation of Executive Officers
“Named Executive Officer” (“NEO”) means each of the following individuals:
| (a) | A Chief Executive Officer (“CEO”) or one who acted in a capacity similar to a CEO, for any part of the financial year ended March 31, 2026; |
| (b) | A Chief Financial Officer (“CFO”) or one who acted in a capacity similar to a CFO, for any part of the financial year ended March 31, 2026; |
| (c) | Each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and |
| (d) | Each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, as at the financial year ended March 31, 2026. |
The Company had two NEOs during the year. The following disclosure sets out the compensation that the Board intended to pay, make payable, award, grant, give or otherwise provide to each NEO and director for the financial year ended March 31, 2026.
Compensation of Directors and NEOs
The Company’s Corporate Governance and Compensation Committee (“CGCC”) has responsibility for reviewing compensation for the Company’s directors and senior management. The independent directors are encouraged to meet at any time they consider necessary without any members of management including the non-independent directors being present. The Company’s auditors, legal counsel and employees may be invited to attend. The independent directors exercise their responsibilities for independent oversight of management through a strong CGCC.
To determine compensation payable, the CGCC reviews compensation paid for directors and NEOs of companies of similar size and stage of development in the mineral exploration industry and determines an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Company. In setting the compensation, the CGCC annually reviews the performance of the NEOs in light of the Company’s objectives and considers other factors that may have impacted the success of the Company in achieving its objectives and financial resources.
The Company’s compensation policies and its stock option plan are intended to assist the Company in attracting, retaining and motivating directors, officers and employees of the Company and of its subsidiaries and to closely align the personal interests of such directors, officers and employees with those of the shareholders by providing them with the opportunity, through stock options, to acquire shares in the capital of the Company.
Share-based awards
The board of directors adopted a Restricted Share Unit Plan (“RSU Plan”) dated for reference December 31, 2021, which has been most recently approved by the shareholders of the Company on October 22, 2025 at the Company’s
31
AGSM on that date, providing for the issuance of RSUs to directors, officers, employees, and consultants (“Eligible Persons”).
Nature and Administration of the RSU Plan
All Eligible Persons (as defined in the RSU Plan) of the Company are eligible to participate in the RSU Plan (as “RSU Plan Participants”), though the Company reserves the right to restrict eligibility or otherwise limit the number of persons eligible for participation in the RSU Plan at any time. Eligibility to participate in the RSU Plan does not confer upon any person a right to receive an award of RSUs.
Subject to certain restrictions, the Board can, from time to time, grant RSUs to Eligible Persons. RSUs will be credited to an account maintained for each RSU Plan Participant on the books of the Company as of the award date. The grant of an RSU Award shall entitle the Participant to the conditional right to receive for each RSU credited to the Participant’s Account, at the election of the Company, either one Common Share or an amount in cash, net of applicable taxes and contributions to government sponsored plans, as determined by the Board, equal to the Market Price of one Common Share for each RSU credited to the Participant’s Account on the Settlement Date, subject to the conditions set out in the RSU Grant Letter and in the Plan, and subject to all other terms of this Plan
Each award of RSUs vests on the date(s) (each a “Vesting Date”) specified by the Board on the award date and reflected in the applicable Award Notice (as defined in the RSU Plan). Additionally, the term of the RSUs shall be determined by the Board on the date of the award of RSUs. Each RSU outstanding and all rights thereunder shall expire at the expiry time determined by the Board, subject to earlier termination in accordance with the RSU Plan.
Rights and obligations under the RSU Plan can be assigned by the Company to a successor in the business of the Company, any company resulting from any amalgamation, reorganization, combination, merger or arrangement of the Company, or any corporation acquiring all or substantially all of the assets or business of the Company. The RSUs are non-transferable and non-assignable by the RSU Plan Participant.
Notwithstanding any other provision of the RSU Plan:
| (1) | the aggregate number of Shares reserved for issuance pursuant to RSUs granted under the RSU Plan and other Security Based Compensation Arrangements (as defined in the RSU Plan) cannot exceed 10% of the issued and outstanding Shares as at the date of grant (on a non-diluted basis); |
| (2) | the aggregate number of Shares reserved for issuance pursuant to RSUs granted to any one individual in any 12 month period shall not exceed 1% of the issued and outstanding Shares, unless disinterested shareholder approval is obtained; |
| (3) | the aggregate number of Shares reserved for issuance pursuant to RSUs granted to Insiders (as defined in the policies of the Exchange) shall not exceed 2% of the issued and outstanding Shares, unless disinterested shareholder approval is obtained; and |
| (4) | all RSUs granted pursuant to the RSU Plan are subject to the policies of the Exchange. |
At March 31, 2026, and at July 29, 2026, the maximum number of common shares which may be issued pursuant to share-based awards under the RSU Plan is equal to 1,297,454 and 1,297,454 of the issued and outstanding common shares at the respective dates. There were Nil RSU’s share-based awards outstanding at March 31, 2026 and July 29, 2026 respectively.
Option-Based Awards
The board of directors of the Company adopted a stock option plan, as amended (the “Plan”), effective December 8, 2018, which has been most recently approved by the shareholders of the Company on October 22, 2025 at the Company’s AGSM on that date. The number of shares in respect of which options may be granted under the plan shall not exceed 10% of the issued and outstanding common shares of the Company at the relevant grant date. In addition, the number of shares which may be reserved for issuance to any one individual may not exceed 5% of the issued shares on a yearly basis or 2% if the optionee is engaged in investor relations activities or is a consultant.
In accordance with good corporate governance practices and as recommended by Canadian National Policy 51-201 Disclosure Standards, the Company imposes black-out periods restricting the trading of its securities by directors, officers, employees and consultants during periods surrounding the release of annual and interim financial statements and at other times when deemed necessary by management and the Board. In order to ensure that optionees are not prejudiced by the imposition of such black-out periods, the Plan includes a provision to the effect that any outstanding
32
options with an expiry date that falls during a management imposed black-out period or within five days thereafter will be automatically extended to a date that is ten trading days following the end of the black-out period.
The Plan provides that if a change of control (as defined therein) occurs, or if the Company is subject to a take-over bid, all shares subject to stock options shall immediately become vested and may thereupon be exercised in whole or in part by the optionees. The Board may also accelerate the expiry date of outstanding stock options in connection with a take-over bid.
The Plan contains a provision that, if pursuant to the operation of the plan’s adjustment provisions, in respect of options granted under the Plan (the “Subject Options”), an optionee receives options to purchase securities of another company (the “New Company”), such new options shall expire on the earlier of: (i) the expiry date of the Subject Options; (ii) if the optionee does not become an eligible person in respect of the New Company, the date that the Subject Options expire pursuant to the applicable provisions of the Plan relating to expiration of options in cases of death, disability or termination of employment discussed in the preceding paragraph above (the “Termination Provisions”); (iii) if the optionee becomes an eligible person in respect of the New Company, the date that such new options expire pursuant to the terms of the New Company’s stock option plan that correspond to the Termination Provisions; and (iv) the date that is one (1) year after the Optionee ceases to be an eligible person in respect of the New Company or such shorter period as determined by the Board.
The Plan allows the board to impose vesting provisions and provides that, unless otherwise specified at the time of grant, all options shall vest and become exercisable in full immediately upon grant of such options. However, as required by the policies of the Exchange, options granted to optionees performing Investor Relations Activities must vest in stages over 12 months with no more than ¼ of such options vesting in any three-month period.
The purpose of the Plan is to allow the Company to grant options to directors, officers, employees and service providers, as an incentive for performance, and as an opportunity to participate in the success of Linear Minerals. The granting of such options is intended to align the interests of such persons with that of the shareholders. Options are exercisable over periods of up to ten years as determined by the board of directors of Linear Minerals and are required to have an exercise price no less than the market price as defined in the Plan prevailing on the day that the option is granted. Pursuant to the Plan, the board of directors may from time to time authorize the issue of options to directors, officers and employees of and consultants to Linear Minerals and its subsidiaries or employees of companies providing management services to Linear Minerals or its subsidiaries.
At March 31, 2026 and July 29, 2026, 724,580 and 980,045 Common Shares, respectively, remained available for future option grants under the Plan. There were 572,874 and 317,409 stock options outstanding at those respective dates. All quantities in this paragraph are presented on a post-consolidation basis.
The board of directors generally grants options to corporate executives on the recommendation of the CGCC. As part of its annual work plan, the CGCC reviews, among other things, executive compensation and makes appropriate recommendations to the board regarding such compensation, including but not limited to the grant of options. Options may be granted at other times of the year to individuals commencing employment with the Company.
33
Summary Compensation Table
The compensation paid to the NEOs during the years ended March 31, 2026, 2025 and 2024 is as set out below:
| NEO Name and Principal Position | Year (1) | Salary/Fees ($) |
Share-Based Awards ($) |
Option-Based Awards (2) ($) |
Non-Equity Incentive Plan Compensation ($) |
Pension Value ($) |
All Other Compensation ($(3) ) |
Total Compensation ($) |
|
| Annual Incentive Plans | Long-term Incentive Plans | ||||||||
| Gurminder Sangha (4) President and CEO |
2026 2025 |
307,929 280,050 234,800 |
18,000 Nil 236,000 |
Nil 21,886 422,028 |
Nil Nil Nil |
Nil Nil Nil |
Nil Nil Nil |
Nil Nil Nil |
325,929 301,936 892,828 |
| Jurgen Wolf (5) CFO and Corporate |
2026 2025 2024 |
Nil Nil 10,000 |
15,000 Nil 93,000 |
Nil 21,886 131,884 |
Nil Nil Nil |
Nil Nil Nil |
Nil Nil Nil |
Nil Nil Nil |
15,000 21,886 234,884 |
| (1) | Financial years ended March 31. |
| (2) | The “grant date fair value” of options granted during the year is determined by using the Black-Scholes model, please see the table under “Incentive Plan Awards” for the ‘in-the-money’ value of these options. |
| (3) | Includes any health, dental, parking, group plan insurance benefits and professional fees paid by the Company on behalf of the NEO. |
| (4) | Gurminder was appointed to the Company’s board of directors on December 22, 2017 and appointed President and Chief Executive Officer on March 26, 2018. |
| (5) | Jurgen Wolf was appointed to the Company’s board of directors on February 22, 2018 and appointed Chief Financial Officer and Corporate Secretary of the Company on February 28, 2018. |
As part of its annual work plan, the CGCC reviews, among other things, executive compensation and makes appropriate recommendations to the board regarding such compensation.
Incentive Plan Awards
Outstanding Share-Based Awards and Option-Based Awards
The share-based awards and option-based awards outstanding for the NEOs, as at the financial year ended March 31, 2026, is as set out below:
| Option-based Awards | Share-based Awards | |||||
| Name |
Number of Securities Underlying Unexercised Options (1) (2) |
Option |
Expiry Date |
Value of ($) |
Number of Shares or Units of Shares that have not Vested (#) |
Market or Pay-out Value of Share-based Payments that have not Vested ($) |
| Gurminder Sangha | 123,077 | 3.835 | June 4, 2028 | Nil | Nil | Nil |
| Gurminder Sangha | 30,769 | 1.17 | April 26, 2026 | Nil | Nil | Nil |
| Jurgen Wolf | 38,462 | 3.835 | June 4, 2028 | Nil | Nil | Nil |
| Jurgen Wolf | 30,769 | 1.17 | April 26, 2026 | Nil | Nil | Nil |
| (1) | This amount is calculated based on the difference between the market value of the shares underlying the options at the end of the most recently completed financial year. |
| (2) | All share, option and warrant quantities and related exercise prices in this table have been adjusted to reflect the 6.5-for-1 consolidation of the Company’s common shares completed on July 13, 2026. |
Incentive Plan Awards – Value Vested or Earned During the Year
Details for share-based awards earned and option-based awards that vested for Gurminder Sangha and Jurgen Wolf respectively during the financial year ended March 31, 2026, are disclosed above in the Summary of Compensation Table.
34
Discussion
The Company accounts for stock options issued to employees at the fair value determined on the grant date using the Black-Scholes option pricing model. The fair value of the options is recognized as an expense using the graded vesting method where the fair value of each tranche is recognized over its respective vesting period. When stock options are forfeited prior to becoming fully vested, any expense previously recorded is reversed.
Share-based payments made to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued, if it is determined that the fair value of the goods or services cannot be reliably measured. These payments are recorded at the date the goods and services are received.
Warrants issued are recorded at estimated fair values determined on the grant date using the Black-Scholes model. If and when the stock options or warrants are ultimately exercised, the applicable amounts of their fair values in the reserves account are transferred to share capital.
See “Share-Based Awards” for further information on the Restricted Share Unit Plan.
See “Option-Based Awards” and “Securities Authorized for Issuance under Equity Compensation Plans” for further information on the Stock Option Plan.
The Company does not have Incentive Plan Awards, pursuant to which cash or non-cash compensation intended to serve as an incentive for performance (whereby performance is measured by reference to financial performance or the price of the Company’s securities) was paid.
Pension Plan Benefits
Defined Benefit Plan or Defined Contribution Plan
The Company has no pension plans for NEOs that provide for payment or benefits at, following, or in connection with retirement.
Deferred Compensation Plans
The Company has no deferred compensation plan for NEOs.
Termination and Change in Control Benefits
The Company has no contract, agreement plan or arrangement that provides for payment to a NEO at, following or in connection with any termination (whether voluntary, involuntary, or constructive), resignation, retirement, a change in control of the Company or a change in a NEO’s responsibilities.
Director Compensation
The Company does not have a compensation plan for directors.
35
Director Compensation Table
The following table sets out all amounts of compensation provided to the directors who are not NEOs for the Company’s most recently completed financial year:
| Name |
Year (1) | Fees earned ($) |
Share-based awards ($) |
Option-based awards ($) |
Non-equity incentive plan compensation ($) |
Pension value ($) |
All other compensation ($) |
Total ($) |
| Craig Alford | 2026 2025 2024 |
Nil Nil Nil |
6,000 Nil 38,000 |
Nil 13,679 131,884 |
Nil Nil Nil |
Nil Nil Nil |
1,000 5,600 16,000 |
7,000 19,279 185,884 |
| Jason Grewal | 2026 2025 2024 |
Nil Nil Nil |
20,000 Nil 177,500 |
Nil 43,771 79,130 |
Nil Nil Nil |
Nil Nil Nil |
Nil 6,500 Nil |
20,000 50,271 256,630 |
| Jodie Gibson | 2026 2025 2024 |
Nil Nil Nil |
15,000 Nil 93,000 |
Nil 13,679 52,753 |
Nil Nil Nil |
Nil Nil Nil |
Nil Nil Nil |
15,000 13,679 145,753 |
Outstanding Share-based Awards and Option-based Awards
The share-based awards and option-based awards outstanding for the NEOs, as at the financial year ended March 31, 2026, is as set out below:
| Option-based Awards | Share-based Awards | |||||
|
Name |
Number of Securities Underlying Unexercised Options (1) |
Option |
Expiry Date |
Value of Unexercised in- the money Options (1) ($) |
Number of Shares or Units of Shares that have not Vested (#) |
Market or Pay-out Value of Share-based Payments that have not Vested ($) |
| Craig Alford | 38,462 | 3.835 | June 4, 2028 | Nil | Nil | Nil |
| Craig Alford | 19,231 | 1.17 | April 26, 2026 | Nil | Nil | Nil |
| Jason Grewal | 23,077 | 3.835 | June 4, 2028 | Nil | Nil | Nil |
| Jason Grewal | 61,538 | 1.17 | April 26, 2026 | Nil | Nil | Nil |
| Jodie Gibson | 19,231 | 1.17 | April 26, 2026 | Nil | Nil | Nil |
| Jodie Gibson | 15,385 | 3.835 | June 4, 2028 | Nil | Nil | Nil |
| (1) | This amount is calculated based on the difference between the market value of the shares underlying the options at the end of the most recently completed financial year. |
| (1) | All share, option and warrant quantities and related exercise prices in this table have been adjusted to reflect the 6.5-for-1 consolidation of the Company’s common shares completed on July 13, 2026. |
Incentive Plan Awards – Value Vested or Earned During the Year
Share-based awards earned and option-based awards that vested for directors, during the financial year ended March 31, 2026, was $41,000 and $Nil respectively. Details of these amounts are found above under Directors Compensation.
36
Securities Authorized for Issuance under Equity Compensation Plans
Equity Compensation Plan Information
| Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |
| Plan Category | (a) | (b) | (c) |
| Equity compensation plans approved by security holders (1) (2) | 572,874 | $3.496 | 724,580 |
| Equity compensation plans not approved by security holders | Nil | Nil | Nil |
| Total (1) (2) | 572,874 | $3.496 | 724,580 |
| (1) | Column (a) consists of 572,874 Common Shares issuable upon the exercise of outstanding stock options under the Company’s shareholder-approved Stock Option Plan. There were no restricted share units outstanding under the Company’s shareholder-approved Restricted Share Unit Plan as at March 31, 2026. |
| (2) | The Stock Option Plan and Restricted Share Unit Plan are subject to a single aggregate rolling reserve equal to 10% of the Company’s issued and outstanding Common Shares. As at March 31, 2026, the aggregate reserve was 1,297,454 Common Shares. After deducting 572,874 Common Shares issuable under outstanding stock options and Nil Common Shares issuable under outstanding restricted share units, 724,580 Common Shares remained available for future grants under either plan. |
| (3) | All share and option quantities and related exercise prices in this table have been adjusted to reflect the consolidation of the Company’s Common Shares on the basis of one post-consolidation Common Share for every 6.5 pre-consolidation Common Shares completed on July 13, 2026. |
Indebtedness of Directors and Executive Officers
None of the directors, executive officers, or associates of any such person, has been indebted to the Company at any time during the most recently completed financial year.
Aggregated Options Exercises during the Most Recently Completed Financial Year
None.
C. Board Practices
The Company has five directors as of July 29, 2026, namely: Gurminder Sangha, Jurgen Wolf, Craig Alford, Jason Grewal, and Jodie Gibson. Mr. Sangha, Mr. Wolf, Dr. Alford, Mr. Grewal, and Mr. Gibson were appointed on December 22, 2017, February 22, 2018, October 7, 2019, October 23, 2019, and March 23, 2021, respectively. All directors will serve for a term of office expiring at the next AGM of the Company. All officers have a term of office lasting until their removal or replacement by the board of directors.
An “independent” director under the CSE governance guidelines is a director who is independent from management and is free from any interest and any business or other relationship which could materially interfere with his or her ability to act in the best interest of the Company other than interests arising from shareholding. Where a company has a significant shareholder, in addition to a majority of “independent” directors, the Board should include a number of directors who do not have interest or relationships with either the Company or the significant shareholder. The Board currently consists of five directors, three of whom are independent based upon the tests for independence set forth in Canadian National Instrument 52-110. Mr. Sangha is not independent as he is the President and CEO of the Company, Mr. Wolf is not independent as he is the CFO of the Company.
Except as set out below, no director and/or executive officer has been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he is a director and/or executive officer, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct, practice or employment in connection with the purchase or sale of securities, or convicting such person of any felony, or misdemeanor involving a security or in any aspect of the securities business of theft.
37
There are no director’s services contracts with the Company providing for benefits upon termination of employment. The Company has no compensatory plan or arrangement in respect of compensation received or that may be received by the directors of the Company in its most recently completed or current financial year to compensate such directors in the event of termination as director (resignation, retirement) or in the event of a change in control. There are no arrangements or understandings with any two or more directors or executive officers pursuant to which he was selected as a director or executive officer. Other than as disclosed in related party transactions, fees payable to directors as disclosed above under “Director Compensation”, and salaries for executive officers, there is no compensation paid to outside directors other than stock-based compensation.
Audit Committee
As of July 29, 2026, Gurminder Sangha, Jason Grewal and Jodie Gibson are the members of the Company’s audit committee and with Mr. Grewal acting as Chair. Its primary function is to review the financial statements of the Company before they are submitted to the board for approval. The audit committee is also available to assist the board if required with matters relating to the appointment of the Company’s auditor and the overall scope and results of the audit, internal financial controls, and financial information for publication for various purposes.
Corporate Governance and Executive Compensation Committee
The members of the Corporate Governance and Executive Compensation Committee are Gurminder Sangha, Jason Grewal and Jodie Gibson. The Committee monitors developments in corporate governance, reviews the Board’s governance practices, identifies suitable candidates for nomination to the Board, evaluates the performance of the Board and senior executives, and makes recommendations regarding executive compensation.
D. Employees
At March 31, 2026, the Company did not have any employees.
E. Share Ownership
See Item 6A. – “Directors and Senior Management”.
See Item 6B. for stock options held by the directors or members of senior management of the Company as at March 31, 2026.
The following table sets forth, as of July 29, 2026, the number of Linear Minerals’ common shares beneficially owned by the directors and members of senior management of Linear Minerals , individually, and as a group, and the percentage of ownership of the outstanding common shares represented by such shares.
The shareholders listed below possess sole voting and investment power with respect to the shares shown.
Directors and Senior Management Share Ownership as at July 29, 2026
| Name of Shareholder | Number of Shares held, directly and indirectly, at July 29, 2026 (1)(2) | % of Issued and Outstanding Shares at July 29, 2026(1) |
| Gurminder Sangha | 517,579 | 3.99% |
| Jurgen Wolf | 30,769 | 0.24% |
| Jodie Gibson | 92,308 | 0.71% |
| Craig Alford | 30,769 | 0.24% |
| Jason Grewal | 16,923 | 0.13% |
| (1) | Based on 12,974,542 common shares issued and outstanding as at July 29, 2026. |
| (2) | All share quantities in this table have been adjusted to reflect the 6.5-for-1 consolidation of the Company’s common shares completed on July 13, 2026. |
| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
A. Major Shareholders
The Company is a publicly traded corporation, incorporated in the province of British Columbia, the registered shareholders of which include residents of the United States, residents of Canada and other foreign residents. To the
38
extent known by the directors and executive officers of the Company, the Company is not directly or indirectly owned or controlled by another corporation.
To the knowledge of the directors and executive officers of the Company as at July 29, 2026, there are no holders of 5% or more of the common shares of Linear Minerals.
The above information was obtained from SEDAR+ at www.sedarplus.ca
All shareholders, including major and/or controlling shareholders have the same voting rights with respect to the issued common shares.
The Company’s securities are recorded on the books of its transfer agent in registered form; however, the majority of such shares are registered in the name of intermediaries such as brokerage houses and clearing houses on behalf of their respective brokerage clients, and Linear Minerals does not have knowledge of or access to information about the beneficial owners thereof. To the best of its knowledge, Linear Minerals is not directly or indirectly owned or controlled by a corporation or foreign government. As of July 29, 2026, the Company had authorized an unlimited number of common shares without par value of which 12,974,542 were issued and outstanding.
The Company is not aware of any arrangements between shareholders or other persons which may result in a change of control of the Company.
B. Related Party Transactions
During the years ended March 31, 2026, 2025, and 2024, the Company:
| a) | paid $307,929 (2025 - $280,050, 2024 - $234,800) to non-independent director and officers of the Company; |
| b) | paid fees to independent directors of $1,000 (2025 – $12,100, 2024 - $16,000); |
| c) | made share-based payments of $74,000 (2025 - $114,900, 2024 - $1,455,180). |
As at March 31, 2026, an amount of $237,535 comprised of $20,390 owing for fees and/or expenses to directors and officers and $217,145 owing for fees and/or expenses to companies controlled by directors and officers is included in amounts due to related parties (March 31, 2025 - $142,889, March 31, 2024 - $254,869) and an amount of $18,785 was due from companies controlled by common directors and officers. These amounts were settled in the ordinary course of business.
Other than as disclosed above, there have been no transactions during the 2026 fiscal year which have materially affected or will materially affect Linear Minerals in which any director, executive officer, or beneficial holder of more than 5% of the outstanding common stock, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest. Management believes the transactions referenced above were on terms at least as favorable to Linear Minerals as Linear Minerals could have obtained from unaffiliated parties.
C. Interests of Experts and Counsel
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and, as such, there is no requirement to provide any information under this sub-item.
| item 8. | Financial information |
A. Financial Statements and Other Financial Information
Statements
The financial statements required as part of this Annual Report are filed under Item 18 of this Annual Report. The financial statements as required are found at Exhibit F-1 to this Annual Report. The audit report of DeVisser Gray LLP, Chartered Professional Accountants, is included immediately preceding the financial statements for the years ended March 31, 2026, 2025, and 2024.
Legal Proceedings
The Company is not involved in any litigation or legal proceedings and to the Company’s knowledge no material legal or arbitration proceedings involving the Company is threatened.
39
Dividend Policy
Linear Minerals has not paid any dividends on its outstanding common shares since its incorporation and does not anticipate that it will do so in the foreseeable future. All funds of Linear Minerals are being retained for working capital and exploration of its projects.
B. Significant Changes
There are no significant changes that have occurred since the date of Linear Minerals’ most recent audited financial statements, March 31, 2026, other than disclosed in this Annual Report on Form 20-F, items represented in Note 14 to the financial statements for the year ended March 31, 2026.
| ITEM 9. | THE OFFER AND LISTING |
A. Offer and Listing Details
Linear Minerals ’s common shares trade on the CSE under the trading symbol “LINE” and CUSIP # 53567A200. The Company is also listed on the OTC under LINMF.
Trading Markets
The tables below list the high and low prices for common shares of the Company for the five most recent full financial. The Company’s common shares began trading on the Canadian Securities Exchange as of March 1, 2020 and prior to that date, the common shares were traded on the TSX Venture Exchange.
CSE: LINE – Trading in Canadian Dollars
|
|||
| High | Low | ||
| ($) | ($) | ||
| Annual | |||
| March 2026 March 2025 |
0.065 0.20 |
0.018 0.015 |
|
| March 2024 | 0.95 | 0.16 | |
| March 2023 | 1.04 | 0.25 | |
| March 2022 | 1.52 | 0.53 | |
The following table lists the volume of trading and high, low and maximum closing sales prices for shares of Linear Minerals ’s common stock for the last eight fiscal quarters and for the most recent six months.
| CSE: LINE – Trading in Canadian Dollars | |||
| High | Low | ||
| ($) | ($) | ||
| Fiscal 2026 | |||
| Fourth Quarter Third Quarter |
0.035 0.065 |
0.015 0.015 |
|
| Second Quarter | 0.055 | 0.035 | |
| First Quarter | 0.07 | 0.035 | |
| Fiscal 2025 | |||
| Fourth Quarter Third Quarter |
0.07 0.07 |
0.03 0.045 |
|
| Second Quarter | 0.116 | 0.07 | |
| First Quarter | 0.20 | 0.08 | |
| Month ended | |||
| June 30, 2026 | 0.04 | 0.025 | |
| May 31, 2026 | 0.045 | 0.035 | |
| April 30, 2026 | 0.065 | 0.045 | |
| March 31,2026 | 0.05 | 0.035 | |
| February 28, 2026 | 0.055 | 0.05 | |
| January 31, 2026 | 0.07 | 0.04 | |
The Company’s common stock is issued in registered form.
40
B. Plan of Distribution
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.
C. Markets
Linear Minerals shares trade on the following stock exchanges and other regulated markets:
| Stock Exchange or other regulated market | Company symbol |
| Canadian Securities Exchange | LINE |
| Frankfurt Stock Exchange | JKL |
| OTCB | LINMF |
D. Selling Shareholders
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.
E. Dilution
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.
F. Expenses of the Issue
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.
| item 10. | additional information |
| A. | Share Capital |
This Form 20-F is being filed as an annual report under the Securities Exchange Act 1934, and as such, there is no requirement to provide any information under this item.
| B. | Memorandum and articles of association |
The Company’s original corporate constituting documents comprising Articles of Association and Memorandum are registered with the British Columbia Registrar of Companies under Corporation No. 71412. A copy of the Articles of Association and Memorandum then in effect were filed as an exhibit with the Company’s initial registration statement on Form 20-F. In 2004 the Company’s existing Memorandum was replaced by a Notice of Articles. Subsequent amendments to the Company’s Articles have been also filed as exhibits subsequent to the initial registration statement.
On June 23, 2011, the Company adopted new Articles of Association.
Securities Registrar
Endeavor Trust Corporation. is the transfer agent and registrar for the shares at its principal office in Vancouver, BC.
Objects and Purposes
The Company’s Articles of Incorporation do not specify objects or purposes. Under British Columbia law, a British Columbia corporation has all the legal powers of a natural person. British Columbia corporations may not undertake certain limited business activities such as operating as a trust company or railroad without alterations to its form of articles and specific government consent.
Directors – Powers and Limitations
The Company’s articles do not specify a maximum number of directors (the minimum under British Columbia law for a public company is three). Shareholders at the annual shareholders meeting determine the number of directors annually and all directors are elected at that time. There are no staggered directorships. Under the British Columbia Business Corporations Act, (“BCA”) directors are obligated to abstain from voting on matters in which they may be financially interested after fully disclosing such interest. Directors’ compensation is not a matter on which they must abstain.
41
Directors must be of the age of majority (18), and meet eligibility criteria including not being mentally infirm, an undischarged bankrupt, no fraud related convictions in the previous five years and a majority of directors must be ordinarily resident in Canada. There is no mandatory retirement age either under the Company’s Articles or under the BCA.
Directors’ borrowing powers are not generally restricted where the borrowing is in the Company’s best interests. Directors need not own any shares of the Company in order to qualify as directors.
The Articles specify the number of directors shall be the number of directors fixed by shareholders annually, or the number that are actually elected at a general shareholders meeting. Shareholders at the annual shareholders’ meeting determine the number of directors annually and all directors are elected at that time. Under the Articles the directors are entitled between successive AGMs to appoint one or more additional directors but not more than one-third of the number of directors fixed at a shareholders meeting or actually elected at the preceding annual shareholders’ meeting. Directors automatically retire at the commencement of each annual meeting but may be re-elected thereat.
A director or senior office who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, is required under the BCA to disclose the nature and extent of the conflict as required by the Business Corporations Act, and may be counted for the purpose of quorum requirements is required to abstain from voting on any directors’ resolution to approve a contract or transaction in which he has a disclosable interest.
The new form of articles adopted by the Company in June 2011 (“Articles”) update some of the terminology therein as well as incorporating some of the more flexible provisions of the BCA. The major changes from the existing Articles are: 1. certain changes to the Notice of Articles, Articles and share structure may be able to be made by directors’ resolution or ordinary resolution of the Company’s shareholders, in each case as determined by the directors. A more detailed description of this changes is provided below; 2. the directors may, by directors’ resolution, approve a change of name of the Company without the necessity for shareholder approval; 3. shareholder meetings may be held by electronic means; 4. the quorum for shareholder meetings is changed from two shareholders or proxyholders present to one shareholder present in person or represented by proxy; 5. shareholder meetings may, if authorized by directors’ resolution, be held in jurisdictions outside British Columbia; and 6. the Chairman of a directors’ meeting does not have a casting vote, in the event of an equality of votes.
The Company is subject to the policies of the Canadian Securities Exchange and compliance with Exchange policy may supersede powers granted to the Board pursuant to the Articles.
Descriptions of rights, preferences and restrictions attaching to each class of shares
Common Shares
The Company has only one class of shares, common shares without par value of which an unlimited number are authorized and 12,974,542 are outstanding as of July 29, 2026. All common shares rank pari passu for the payment of dividends and distributions in the event of wind-up.
Some of the significant provisions under British Columbia law and the Company’s Articles relating to the common shares may be summarized as follows:
Capital increases and Other Changes
The Company may alter its Notice of Articles, Articles and share structure in the following manner: 1. by directors’ resolution or ordinary resolution of the shareholders of the Company, in each case as determined by the directors, (a) create one or more classes or series of shares and, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares and alter the identifying name of any of its shares; (b) establish, increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares; (c) if the Company is authorized to issue shares of a class of shares with par value, decrease the par value of those shares or, if none of the shares of that class of shares are allotted or issued, increase the par value of those shares; (d) change all or any of its unissued shares with par value into shares without par value or vice versa or change all or any of its fully paid issued shares with par value into shares without par value; (e) create, attach, vary or delete special rights or restrictions for the shares of any class or series of shares, if none of those shares have been issued; (f) subdivide or consolidate all or any of its unissued, or fully paid issued, shares; (g) authorize alterations to the Articles that are procedural or administrative in nature or are matters that pursuant to the Articles are solely within the directors’ powers, control or authority; and (h) alter the identifying name of any of its shares. 2. if the BCBCA does not specify the type of resolution and the Articles do not specify another type of resolution, by ordinary resolution of the shareholders
42
otherwise alter its shares or authorized share structure and, if applicable, alter its Notice of Articles and, if applicable, alter its Articles accordingly.
Certain changes such as amalgamations, re-domiciling may also give rise to rights of dissent and appraised (the right subject to meeting certain conditions, to be paid the “fair value” determined in accordance with the BCA for their shares in cash if the matter is proceeded with).
Shares Fully Paid
The Company’s shares must, when issued be fully paid for in cash, property, or services. The common shares, when validly issued are non-assessable and not subject to further calls for payment.
Redemption
The Company has no redeemable securities authorized or issued.
Pre-emptive Rights
There are no pre-emptive rights under the Articles of the Company which provide a right to existing shareholders to participate in offerings of the Company’s securities.
Liquidation
All common shares of the Company are entitled to participate ratably in, if any, available for distribution assets in the event of a winding up or other liquidation of the Company.
No Limitation on Foreign Ownership
There are no limitations under the Company’s Articles or in the BCA on persons who are not citizens of Canada holding or exercising their voting rights as holders of common shares (See also “Exchange Controls”).
Dividends
Dividends may be declared by the Board out of available assets and are paid ratably to holders of common shares. No dividend may be paid if the Company is, or would thereby become, insolvent.
Voting Rights
Each of the Company’s share is entitled to one vote on matters on which common shares ordinarily vote including the election of directors, appointment of auditors and approval of corporate changes. There are no cumulative voting rights applicable to the Company.
Shareholder Meetings
Shareholders’ meetings are governed by the Articles of the Company but many important shareholder protections are also contained in the Securities Act (British Columbia) and the BCA. The Articles provide that the Company will hold an annual shareholders’ meeting, will provide at least 21 days’ notice and will provide for certain procedural matters and rules of order with respect to the conduct of the meeting. Under British Columbia securities legislation and policies, the Company is required to conduct advanced searches to facilitate delivery of meeting materials and proxy to beneficial shareholders. The form and content of information circulars and proxies and like matters are governed by the Securities Act (British Columbia) and the BCA. This legislation specifies the disclosure requirements for the proxy materials and various corporate actions, background information on the nominees for election for director, executive compensation paid in the previous year, unusual matters, or related party transactions. The Company must hold determination general meeting of shareholders within 15 months of the previous annual shareholders’ meeting. A quorum for a shareholders’ meeting is one shareholder present in person or by proxy.
Change in Control
Other then as disclosed under Item 6.B “Termination and Change of Control Benefits,” the Company does not have any agreements which are triggered by a take-over or other change of control, except that a takeover or change of control may result in the vesting of stock options previously granted. There are no provisions in its Articles triggered by or affected by a change in outstanding shares which gives rise to a change in control. There are no provisions in the Company’s material agreements giving special rights to any person on a change of control.
43
Insider Share Ownership Reporting
The articles of the Company do not require disclosure of share ownership. Share ownership of director nominees must be reported annually in proxy materials sent to the Company’s shareholders. There are no requirements under British Columbia corporate law to report ownership of shares of the Company but the Securities Act (British Columbia) requires disclosure of trading by insiders (generally officers, directors, and holders of 10% of voting shares) within 5 days of the trade. Controlling shareholders (generally those in excess of 20% of outstanding shares) must provide 3 days advance notice of share sales.
Securities Act (British Columbia)
This statute applies to the Company and governs matters typically pertaining to public securities such as continuous disclosure, quarterly financial reporting, immediate disclosure of material changes, insider trade reporting, take-over protections to ensure fair and equal treatment of all shareholders, exemption and resale rules pertaining to non-prospectus securities issuances as well as civil liability for certain misrepresentations, disciplinary, appeal and discretionary ruling maters.
| C. | Material Contracts |
The Company is not party to any contracts that are material to its operations, business, or assets, other than those entered into in the ordinary course of business for the two years preceding the date of this document.
| D. | Exchange Controls |
Linear Minerals is a corporation incorporated pursuant to the laws of the Province of British Columbia, Canada. Canada has no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors. There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties, and other payments to non-resident holders of the Issuer’s securities, except as discussed in “E. Taxation” below.
There are no limitations under the laws of Canada or in the organizing documents of the Company on the right of foreigners to hold or vote securities of the Company, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of “control” of the Company by a “non-Canadian”. The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of the Company. “Non-Canadian” generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust, or joint venture that is ultimately controlled by non-Canadians.
| E. | Taxation |
All prospective investors are advised to consult their own tax advisors with respect to the specific tax consequences of purchasing the common shares of the Company.
Canadian Federal Income Tax Consequences for United States Residents
The discussion under this heading summarizes the principal Canadian federal income tax consequences of acquiring, holding and disposing of shares of our common stock for a shareholder of ours who is not a resident of Canada but is a resident of the U.S. and who will acquire and hold our common shares as capital property for the purposes of the Income Tax Act (Canada) (the “Canadian Tax Act”). This summary does not apply to a shareholder who carries on business in Canada through a “permanent establishment” situated in Canada or performs independent personal services in Canada through a fixed base in Canada if the shareholder’s holding in Linear Minerals Corp. is effectively connected with such permanent establishment or fixed base. This summary is based on the provisions of the Canadian Tax Act and the regulations thereunder and on an understanding of the administrative practices of Canada Revenue Agency and takes into account all specific proposals to amend the Canadian Tax Act or regulations made by the Minister of Finance of Canada as of the date hereof. It has been assumed that there will be no other relevant amendment of any governing law although no assurance can be given in this respect. This discussion is general only and is not, nor is it intended to provide a detailed analysis of the income tax implications of any particular shareholder’s interest. Investors are advised to obtain independent advice from a shareholder’s own Canadian and U.S. tax advisors with respect to income tax implications pertinent to their particular circumstances. The provisions of the Canadian Tax Act are subject to income tax treaties to which Canada is a party, including the Canada-United States Income Tax Convention (1980), as amended (the “Convention”).
44
Dividends
Dividends paid or deemed to be paid to a U.S. Holder by The Company will be subject to Canadian withholding tax. Under the Treaty, the rate of withholding tax on dividends paid to a U.S. Holder is generally limited to 15% of the gross amount of the dividend (or 5% if the U.S. Holder is a corporation and beneficially owns at least 10% of The Company’s voting shares). The Company will be required to withhold the applicable withholding tax from any such dividend and remit it to the Canadian government for the U.S. Holder’s account.
Disposition
Under the Canadian Tax Act, a taxpayer’s capital gain or capital loss from a disposition of a share of our common stock is the amount, if any, by which his or her proceeds of disposition exceed (or are exceeded by, respectively) the aggregate of his or her adjusted cost base of the share and reasonable expenses of disposition. The capital gain or loss must be computed in Canadian currency using a weighted average adjusted cost base for identical properties. The capital gains net of losses included in income are as follows: for gains net of losses realized after October 17, 2000, as to 50%. There are special transitional rules to apply capital losses against capital gains that arose in different periods. The amount by which a shareholder’s capital loss exceeds the capital gain in a year may be deducted from a capital gain realized by the shareholder in the three previous years or any subsequent year, subject to certain restrictions in the case of a corporate shareholder. Under the Canadian Tax Act, a non-resident of Canada is subject to Canadian tax on taxable capital gains, and may deduct allowable capital losses, realized on a disposition of “taxable Canadian property.” Shares of our common stock will constitute taxable Canadian property of a shareholder at a particular time if the shareholder used the shares in carrying on business in Canada, or if at any time in the five years immediately preceding the disposition 25% or more of the issued shares of any class or series in our capital stock belonged to one or more persons in a group comprising the shareholder and persons with whom the shareholder and persons with whom the shareholder did not deal at arm’s length and in certain other circumstances.
The Convention relieves U.S. residents from liability for Canadian tax on capital gains derived on a disposition of shares unless:
(a) the value of the shares is derived principally from “real property” in Canada, including the right to explore for or exploit natural resources and rights to amounts computed by reference to production;
(b) the shareholder was resident in Canada for 120 months during any period of 20 consecutive years preceding, and at any time during the 10 years immediately preceding, the disposition and the shares were owned by him when he or she ceased to be resident in Canada; or
(c) the shares formed part of the business property of a “permanent establishment” that the holder has or had in Canada within the 12 months preceding the disposition.
United States Tax Consequences
United States Federal Income Tax Consequences
Certain United States Federal Income Tax Consequences
The following is a discussion of material U.S. federal income tax consequences generally applicable to a U.S. Holder (as hereinafter defined) of our common shares under current law. This discussion does not address all potentially relevant federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences. (see “Taxation – Canadian Federal Income Tax Consequences” above). Accordingly, holders and prospective holders of our common shares are urged to consult their own tax advisors about the specific federal, state, local, and foreign tax consequences to them of purchasing, owning, and disposing of our common shares, based upon their individual circumstances. The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time and which are subject to differing interpretations. This discussion does not consider the potential effects, both adverse and beneficial, of any proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.
US Holders
As used in this annual report, a “U.S. Holder” means a holder of our common shares who is a citizen or individual resident of the United States, a corporation or partnership created or organized in or under the laws of the United States or of any political subdivision thereof, an entity created or organized in or under the laws of the United States or of any
45
political subdivision thereof which has elected to be treated as a corporation for U.S. federal income tax purposes (under Treasury Regulation Section 301.7701-3), an estate whose income is taxable in the U.S. irrespective of source or a trust subject to the primary supervision of a court within the U.S. and control of a U.S. fiduciary as described in Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to specific provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a “functional currency” other than the U.S. dollar, shareholders subject to the alternative minimum tax, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to U.S. Holders who own common shares as capital assets, within the meaning of Section 1221 of the Code, and who own (directly and indirectly, pursuant to applicable rules of constructive ownership) no more than 5% of the value of our total outstanding stock. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants, or other rights to acquire common shares. In addition, this summary does not address special rules applicable to U.S. persons (as defined in Section 7701(a) (30) of the Code) holding common shares through a foreign partnership or to foreign persons holding common shares through a domestic partnership.
Distributions on Our Common Shares
In general, U.S. Holders receiving dividend distributions (including constructive dividends) with respect to our common shares are required to include in gross income for U.S. federal income tax purposes the gross amount of such distributions, equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that we have current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder’s federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder’s federal taxable income by those who itemize deductions (See more detailed discussion at “Foreign Tax Credit” below). Dividends received from us by a non-corporate U.S. Holder during taxable years beginning before January 1, 2011, generally, will be taxed at a maximum rate of 15% provided that such U.S. Holder has held to shares for more than 60 days during the 120-day period beginning 60 days before the ex-dividend date and that certain other conditions are met (“qualified dividend income”). For this purpose, dividends will include any distribution paid by us with respect to our common shares but only to the extent such distribution is not in excess of our current and accumulated earnings and profits, as determined under U.S. Federal income tax principles.
To the extent that distributions exceed our current or accumulated earnings and profits, they will be treated first as a return of capital up to the U.S. Holder’s adjusted basis in the common shares and thereafter as gain from the sale or exchange of property. For this purpose, “qualified dividend income” generally includes dividends paid on stock in U.S. corporations as well as dividends paid on stock in certain non-U.S. corporations if, among other things, (i) the shares of the non-U.S. corporation (including ADRs backed by such shares) are readily tradable on an established securities market in the U.S., or (ii) the non-U.S. corporation is eligible with respect to substantially all of its income for the benefits of a comprehensive income tax treaty with the U.S. which contains an exchange of information program. We currently anticipate that if we were to pay any dividends with respect to our shares, they should constitute “qualified dividend income” for U.S. federal income tax purposes and that U.S. Holders who are individuals should be entitled to the reduced rates of tax, as applicable.
In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally, any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. However, an individual whose realized gain does not exceed $200 will not recognize that gain, provided that there are no expenses associated with the transaction that meet the requirements for deductibility as a trade or business expense (other than travel expenses in connection with a business trip) or as an expense for the production of income.
Dividends paid on our common shares will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder that is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from us (unless we qualify as a “foreign personal holding company” or a “passive foreign investment company”, as defined below) if such U.S. Holder owns shares representing at least 10% of our voting power and value, or to a 85% deduction if the U.S. Holder owns shares representing at least 20% of the voting power and value of the Company. The availability of this deduction is subject to several complex limitations that are beyond the scope of this discussion.
46
Under current Treasury Regulations, dividends paid on our common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, for dividends and the proceeds from a sale of our common shares paid in the U.S. through a U.S. or a U.S. related paying agent (including a broker) a U.S. Holder will be subject to U.S. information reporting requirements and may also be subject to the 28% (tax years beginning in 2006 and 2007) U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.
Foreign Tax Credit
A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of our common shares may be entitled, at the option of the U.S. Holder, to either receive a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces U.S. federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and generally applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s U.S. income tax liability that the U.S. Holder’s foreign source income bears to his or its worldwide taxable income. In the determination of the application of this limitation, various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific categories of income. For tax years beginning after December 31, 2006, the foreign tax credit is limited separately with respect to passive category income and general category income. Dividends distributed by us will generally constitute “passive income” or, in the case of certain U.S. Holders, “financial services income,” which for tax years beginning after December 31, 2006, is in certain cases treated as general category income. Additionally, the rules regarding U.S. foreign tax credits include limitations that apply to individuals receiving dividends eligible for the 15% maximum tax rate on dividends described above. For tax years beginning after December 31, 2004, U.S. Holders can reduce their alternative minimum tax (“AMT”) liability by an AMT foreign tax credit without the limitation. Under the pre-2006 Act Law, the AMT foreign tax credit was limited to 90% of AMT. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific, and U.S. Holders of our common shares should consult their own tax advisors regarding their individual circumstances.
Disposition of Our Common Shares
In general, U.S. Holders will recognize gain or loss upon the sale of our common shares equal to the difference, if any, between (i) the amount of cash and the fair market value of any property received, and (ii) the shareholder’s tax basis in our common shares. Preferential tax rates apply to long-term capital gains of U.S. Holders that are individuals, estates or trusts. In general, gain or loss on the sale of our common shares will be long-term capital gain or loss if our common shares are a capital asset in the hands of the U.S. Holder and are held for more than one year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders that are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders that are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years preceding the loss year and carried forward five years following the loss year to be offset against capital gains until such net capital loss is thereby exhausted.
Other Considerations
Set forth below are certain material exceptions to the above-described general rules describing the U.S. federal income tax consequences resulting from the holding and disposition of common shares:
Foreign Personal Holding Company
The Foreign Personnel Holding Company (“FPHC”) rules have been repealed for tax years of foreign corporations beginning after December 31, 2004, and tax years of U.S. Holders whose tax year ends with or within the FPHC’s tax year. Prior to repeal, if at any time during a taxable year more than 50% of the total combined voting power or the total value of our outstanding shares was owned, directly or indirectly (pursuant to applicable rules of constructive ownership), by five or fewer individuals who were citizens or residents of the U.S. and 60% or more of our gross income for such year was derived from certain passive sources (e.g., from certain interest and dividends), we may have been a FPHC. In that event, U.S. Holders that hold common shares would have been required to include in gross income as a dividend for such year their allocable portions of such passive income to the extent we did not actually distribute such income. Each U.S. Holder should consult his own tax advisor about this change of law.
47
Foreign Investment Company
The rule relating to foreign investment companies have been repealed for tax years of foreign corporations beginning after December 31, 2004, and tax years of U.S. Holders whose tax year end with or within the corporation’s tax year. Prior to repeal, if 50% or more of the combined voting power or total value of our outstanding shares was held, directly or indirectly, by citizens or residents of the U.S., U.S. domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by Code Section 7701(a)(31)), and we were found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interests therein, it is possible that we were a “foreign investment company” as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares to be treated as ordinary income rather than capital gain. Each U.S. Holder should consult his own tax advisor about this change of law.
Passive Foreign Investment Company
As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company (“PFIC”), as defined in Section 1296 of the Code, depending upon the percentage of the Company’s assets that are held for the purpose of producing passive income.
Certain United States income tax legislation contains rules governing PFICs, which can have significant tax effects on U.S. Shareholders of foreign corporations. These rules do not apply to non-U.S. shareholders. Section 1296 of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (i) 75% or more of its gross income is “passive income”, which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value or, if the Company is a controlled foreign corporation or makes an election, by adjusted tax basis, of its assets that produce or are held for the production of “passive income”, is 50% or more.
A U.S. shareholder who holds stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to U.S. Federal income taxation under one of two alternative tax regimes at the election of each such U.S. shareholder. The following is a discussion of such two alternative tax regimes applied to such U.S. shareholders of the Company.
A U.S. shareholder who elects in a timely manner to treat the Company as a Qualified Electing Fund (“QEF”), as defined in the Code (an “Electing U.S. Shareholder”), will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year in which the Company qualifies as a PFIC on his pro-rata share of the Company’s (i) “net capital gain” (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain to the Electing U.S. Shareholder and (ii) “ordinary earnings” (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Shareholder, in each case, for the shareholder’s taxable year in which (or with which) the Company’s taxable year ends, regardless of whether such amounts are actually distributed.
The effective QEF election also allows the Electing U.S. Shareholder to (i) generally treat any gain realized on the disposition of his Common Shares (or deemed to be realized on the pledge of his Common Shares) as capital, (ii) treat his share of the Company’s net capital gain, if any, as long-term capital gain instead of ordinary income, and (iii) either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of the Company’s annual realized net capital gain and ordinary earnings subject, however, to an interest charge on the deferred taxes. If the Electing U.S. Shareholder is not a corporation, such an interest charge would be treated generally as “personal interest” that can be deducted only when it is paid or accrued and is only 10% deductible in taxable years beginning in 1990 and not deductible at all in taxable years beginning after 1990.
The procedures a U.S. Shareholder must comply with in making an effective QEF election will depend on whether the year of the election is the first year in the U.S. Shareholder’s holding period in which the Company is a PFIC. If the U.S. Shareholder makes a QEF election in such first year, i.e. a timely QEF election, then the U.S. Shareholder may make the QEF election by simply filing the appropriate documentation at the time the U.S. Shareholder files its tax return for such first year. If, however, the Company qualified as a PFIC in a prior year during such shareholder’s holding period, then in addition to filing documents, the U.S. Shareholder must elect to recognize (i) (under the rules of Section 1291 discussed below), any gain that he would otherwise recognize if the U.S. Shareholder sold his stock on the application date or (ii) if the Company is a controlled foreign corporation, and such shareholder so elects, his/her allocable portion of the Company’s post-1986 earnings and profits.
When a timely QEF election is made, if the Company no longer qualifies as a PFIC in a subsequent year, normal code rules will apply. It is unclear whether a new QEF election is necessary if the Company thereafter re-qualifies as a PFIC. U.S. Shareholders should seriously consider making a new QEF election under those circumstances.
48
If a U.S. Shareholder does not make a timely QEF election in the year in which it holds (or is deemed to have held) the shares in question and the Company is a PFIC (a “Non-resident U.S. shareholder”), then special taxation rules under Section 1291 of the Code will apply to (i) gains realized on disposition (or deemed to be realized by reason by of a pledge) of his/her common shares and (ii) certain “excess contributions”, as specially defined, by the Company.
Non-electing U.S. shareholders generally would be required to pro-rata all gains realized on the disposition of his/her common shares and all excess distributions over the entire holding period for the common shares. All gains or excess distributions allocated to prior years of the U.S. shareholder (other than years prior to the first taxable year of the Company during such U.S. Shareholder’s holding period and beginning after January 1, 1987 for which it was a PFIC) would be taxed at the highest tax rate for each such prior year applicable to ordinary income. The Non-electing U.S. Shareholder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such tax liability had been due with respect to each such prior year. A Non-electing U.S. Shareholder that is not a corporation must treat this interest charge as “personal interest” which, as discussed above, is partially or wholly non-deductible. The balance of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance.
If the Company is a PFIC for any taxable year during which a Non-electing U.S. Shareholder holds common shares, then the Company will continue to be treated as a PFIC with respect to such common shares, even if it is no longer, by definition, a PFIC. A Non-electing U.S. Shareholder may terminate this deemed PFIC status by electing to recognize a gain (which will be taxed under the rules discussed above for Non-electing U.S. Shareholders) as if such common shares had been sold on the last day of the last taxable year for which it was a PFIC.
Under Section 1291(f) of the Code, the Department of the Treasury has issued proposed regulations that would treat as taxable certain transfers of PFIC stock by Non-electing U.S. Shareholders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death.
Certain special, generally adverse, rules will apply with respect to the common shares while the Company is a PFIC whether or not it is treated as a QEF. For example, under Section 1297(b)(6) of the Code, a U.S. shareholder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such stock.
The foregoing discussion is based on existing provisions of the Code, existing and proposed regulations thereunder, and current administrative ruling and court decisions, all of which are subject to change. Any such change could affect the validity of this discussion. In addition, the implementation of certain aspects of the PFIC rules requires the issuance of regulations which in many instances have not been promulgated and which may have retroactive effect. There can be no assurance any of these proposed regulations will be enacted or promulgated, and if so, the form they will take or the effect that they may have on this discussion. Accordingly, and due to the complexity of the PFIC rules, U.S. persons who are shareholders of the Company are strongly urged to consult their own tax advisors concerning the impact of these rules on their investment in the Company.
Controlled Foreign Corporation
If more than 50% of the total combined voting power of all classes of shares entitled to vote or the total value of our common shares is owned, actually or constructively, by citizens or residents of the United States, U.S. domestic partnerships or corporation, or estates or trusts other than foreign estates or trusts (as defined by Code Section 7701(a)(31)), each of which owns, actually or constructively, 10% or more of our total combined voting power of all classes of shares entitled to vote (“U.S. Shareholder”), we would be treated as a controlled foreign corporation (“CFC”) under Subpart F of the Code. This classification could affect many complex results, one of which is the inclusion by the U.S. shareholders of certain income of a CFC, which is subject to current U.S. tax. The United States generally taxes U.S. Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such U.S. Shareholders are generally treated as having received a current distribution out of the CFC’s Subpart F income and are also subject to current U.S. tax on their pro rata shares of increases in the CFC’s earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts. In addition, under Section 1248 of the Code, gain from the sale or exchange of shares of the CFC by a U.S. Holder which is or was a U.S. Shareholder at any time during the five-year period ending on the date of the sale or exchange is treated as ordinary income to the extent of earnings and profits of the CFC attributable to the shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to U.S. Shareholders of the CFC. This rule generally is effective for taxable years of U.S. Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of U.S. Shareholders. Special rules apply to U.S. Shareholders who are subject to the special taxation rules under Section 1291 discussed above with respect to a PFIC. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this
49
discussion. We do not believe that we currently qualify as a CFC. However, there can be no assurance that we will not be considered a CFC for the current or any future taxable year.
| F. | Dividends and Paying Agents |
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.
| G. | Statement by Experts |
This Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, and as such, there is no requirement to provide any information under this item.
| H. | Documents on Display |
Exhibits attached to this Form 20-F are available for viewing at the head office of the Company, 700 West Georgia Street, 25th Floor, Vancouver, British Columbia V7Y 1B3 during normal business hours. Copies of Linear Minerals ’s financial statements and other disclosure documents required under the British Columbia Securities Act are available for viewing at www.sedarplus.ca.
| I. | Subsidiary Information |
This information is not required for reports filed in the United States.
| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Linear Minerals is exposed to market risk arising from changes in interest rates, foreign currency exchange rates and other market prices. As at March 31, 2026, the Company had no derivative financial instruments, marketable securities or interest-bearing debt and had no significant exposure to foreign currency or interest rate risk through its financial instruments.
The Company does not enter into financial instruments for trading or hedging purposes. Management has determined that reasonably possible near-term changes in interest rates, foreign currency exchange rates or other market prices would not have a material effect on the Company’s earnings, cash flows or the fair value of its financial instruments. Accordingly, no quantitative market-risk disclosure has been presented.
Additional information regarding the Company’s financial instruments and financial risk management is included in Note 11 to the audited financial statements included in this Annual Report.
| ITEM 12. | description of securities other than equity securities |
Not applicable.
PART II
| ITEM 13. | defaults, dividend arrearages and DELINQUENCIES |
Not applicable.
| ITEM 14. | material modifications to the rights of security holders and use of proceeds |
Not applicable.
| item 15. | CONTROLS AND PROCEDURES |
Disclosure Controls and Procedures
At the end of the period covered by this Form 20-F Annual Report for the fiscal year ended March 31, 2026, an evaluation was carried out under the supervision of and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable rules and forms and (ii)
50
material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
The management of Linear Minerals is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:
● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
● provide reasonable assurance regarding prevention or timely detections of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2026. In making this assessment, they used the criteria set forth in the 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concluded that, as of March 31, 2026, the Company’s internal control over financial reporting was and is effective, based on those criteria.
The SEC has defined a material weakness as a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual financial statements will not be prevented or detected on a timely basis
Attestation Report of registered public accounting firm
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.
Changes in internal controls over financial reporting
No changes in the Company’s internal control over financial reporting occurred during the year ended March 31, 2026, that materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
| ITEM 16. | [RESERVED] |
| ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT |
The Board has determined that Jason Grewal, an independent member and Chair of the Audit Committee, qualifies as an “audit committee financial expert” as defined in Item 16A of Form 20-F.
| ITEM 16B. | CODE OF ETHICS |
The Company has adopted a code of ethics that applies to the Company’s CEO, the CFO, and other members of senior management. The Company’s Code of Ethics is filed as an exhibit to this Form 20-F. There have been no amendments to the code of ethics and no waivers during the year ended March 31, 2026, and to the date of filing of this Form 20-F.
51
| ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
The following table discloses the aggregate fees billed for each of the last two fiscal years for professional services rendered by the Company’s audit firm for various services.
| Years ended March 31, | |||
| Services: | 2026 (1) | 2025 | |
| Audit fees | $ 55,500 | $ 50,010 | |
| Audit-Related fees | Nil | Nil | |
| Corporate tax fees | 2,500 | 2,500 | |
| All other fees | Nil | Nil | |
| Total fees | $ 58,500 | $ 52,510 | |
(1) Estimated audit fees for the year ended March 31, 2026
From time to time, management of the Company recommends to and requests approval from the audit committee for non-audit services to be provided by the Company’s auditors. The audit committee routinely considers such requests at committee meetings, and if acceptable to a majority of the audit committee members, pre-approves such non-audit services by a resolution authorizing management to engage the Company’s auditors for such non-audit services, with set maximum dollar amounts for each itemized service. During such deliberations, the audit committee assesses, among other factors, whether the services requested would be considered “prohibited services” as contemplated by the United States Securities and Exchange Commission and whether the services requested and the fees related to such services could impair the independence of the auditors. All of the non-audit related services provided by the Company’s audit firm were pre-approved by the audit committee.
During the year ended March 31, 2026, all of the services described above under “Principal Accountant Fees and Services” under the captions “Audit-Related Fees”, “Corporate Tax Fees”, and “All Other Fees” were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
| ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
Not applicable.
| ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
There were no purchases of equity securities by the issuer and affiliated purchasers.
| ITEM 16F. | CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT |
Not applicable.
| ITEM 16G. | CORPORATE GOVERNANCE |
Not applicable.
| ITEM 16H | MINE SAFETY DISCLOSURE |
Not applicable
| ITEM 16I | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. |
Not applicable
| ITEM 16J | INSIDER TRADING POLICIES |
The Company has
A copy of the Company’s Insider Trading Policy is filed as Exhibit 11.2 to this Annual Report.
52
| ITEM 16K | CYBERSECURITY |
Risk Management and Strategy
The Company also considers cybersecurity risks associated with its third-party service providers, although its ability to monitor their systems and controls is limited.
Governance
PART III
| ITEM 17. | FINANCIAL STATEMENTS |
Linear Minerals is furnishing financial statements under Item 18.
| ITEM 18 | FINANCIAL STATEMENTS |
The Company’s financial statements are stated in Canadian dollars and are prepared in accordance with IFRS as issued by the IASB.
The financial statements and notes thereto as required under Item 18 are attached as Exhibit F-1 to this Annual Report and are incorporated by reference herein. The auditor’s report of DeVisser Gray LLP, Chartered Professional Accountants, is included therein immediately preceding the financial statements and is also incorporated by reference herein.
This annual report on Form 20-F includes the following financial statements of Linear Minerals :
| a) | Auditors’ Report on the Statements of Financial Position as at March 31, 2026, and 2025 and the Statements of Operations and Comprehensive Loss, Statement of Changes in Shareholder’s Equity, and Statements of Cash Flows for years ended March 31, 2026, 2025, and 2024; |
| b) | Statements of Financial Position as at March 31, 2026, and 2025; |
| c) | Statements of Loss and Comprehensive Loss for the years ended March 31, 2026, 2025 and 2024; |
| d) | Statement of Changes in Shareholder’s Equity for the years ended March 31, 2026, 2025 and 2024; |
| e) | Statements of Cash Flows for years ended March 31, 2026, 2025 and 2024; and |
| f) | Notes to Financial Statements for the years ended March 31, 2026, March 31, 2025, and March 31, 2024. |
53
| ITEM 19. | EXHIBITS |
The following exhibits are filed with this Annual Report on Form 20-F in respect of the current year:
| (1) | These exhibits were included as exhibits to, and are incorporated herein by reference to, the Company’s Annual Report filed on Form 20-F with the Commission on September 30, 2005. |
| (2) | These exhibits were included as exhibits to, and are incorporated herein by reference to, the Company’s Annual Report filed on Form 20-F with the Commission on August 11, 2026. |
END OF EXHIBITS
54
SIGNATURES
Linear Minerals Corp. certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
LINEAR MINERALS CORP.
Per:
/s/ Gurminder Sangha
Gurminder Sangha, President
DATED: August 11, 2026
55