Awale Resources Limited - Management Reports 2023

AWALÉ RESOURCES LIMITED

MANAGEMENT DISCUSSION AND ANALYSIS

For three and twelve months ended December 31, 2022 and 2021

The Management Discussion and Analysis (“MD&A”) is an overview of the activities of Awalé Resources Limited (“Awalé’) and its subsidiaries (the “Company”). This MD&A describes the Company’s business operations through to the date of this MD&A. The MD&A should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2022 and the notes attached thereto (”Audited Financial Statements”).

The effective date of this MD&A is May 10, 2023.

Statements in this report that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Readers are cautioned not to put undue reliance on forward-looking statements. The Company does not assume the obligation to update any forward-looking statement, except as required by applicable law.

Management is responsible for the presentation and integrity of the Financial Statements, including the maintenance of appropriate information systems, procedures and internal controls and to ensure that information used internally or disclosed externally, including the financial statements and MD&A is complete and reliable.

Financial statement information presented herein was prepared using accounting policies in compliance with International Financial Reporting Standards(“IFRS”), as issued by the International Accounting Standards Board.

All amounts in the MD&A, Financial Statements and related notes are expressed in United States dollars (“$”) unless otherwise noted.

Andrew Chubb, the Company’s Chief Operating Officer, who is a Qualified Person as defined by National Instrument 43-101, has reviewed the geologic information contained in the MD&A on behalf of the Company.

1. DESCRIPTION OF THE BUSINESS

Company overview

Awalé Resources Limited (“Awalé” or the “Company”) was incorporated under the Business Corporations Act of British Columbia on June 23, 2015.

The Company’s current primary activity is to identify and explore precious metals projects in Côte d’Ivoire (Ivory Coast).

The Corporate and Registered Office is located at 8681 Clay Street, Mission, British Columbia, Canada.

The Company trades on the TSXV under the symbol: “ARIC”.

At December 31, 2022 the Group consists of the following interests:

	Ownership	Country of	Functional
Entity	percentage	incorporation	currency
Awalé Resources Limited (the Company)	-	Canada	Canadian Dollar (CAD)
Awalé Resources Limited	100.0%	Guernsey	United States dollar (USD)
Awalé Resources (SARL)	100.0%	Côte d’Ivoire	West African CFA franc (CFA)
Srika Gold Limited	100.0%	Côte d’Ivoire	West African CFA franc (CFA)
Africa New Geological Technologies Côte
d’Ivoire SARL (“ANGET”)	90.0%	Côte d’Ivoire	West African CFA franc (CFA)
Aforo Resources Côte d’Ivoire	100.0%	Côte d’Ivoire	West African CFA franc (CFA)
Aforo (Ivory Coast)HoldingsLimited*	100.0%	Australia	Australian Dollar(AUD)
*Entity in the process of being closed down

2. OUTLOOK AND SUMMARY OF ACTIVITIES

Outlook

Current exploration activities: The Company’s exploration programs are primarily focused on the discovery and delineation of mineral resources within its extensive portfolio of projects located in Côte d’Ivoire. The Company’s portfolio includes the Odienné District in north-west Côte d’Ivoire and the Bondoukou Project in the north-east.

At the Odienné Project, drill programs to date have returned consistent high-grade gold results from the Empire discovery, in addition to promising scout drilling intercepts from offset and extension targets to Empire. Furthermore, new intrusive related Iron Oxide Copper Gold (IOCG) style mineralization has been discovered in scout drilling at the Charger and Sceptre East targets, located approximately 3km and 6km north of the Empire discovery, respectively.

The new intrusive related and IOCG model for mineralization has led Awalé geologists to re-interpret company and legacy geochemistry data for the project, and conduct further sampling, ground geophysics and mapping. This undertaking has revealed a 5km long 3km wide copper-gold target at the greater Sceptre Main and Sceptre East targets, provided new structural interpretations for Charger, and has also led to the recent delineation of the new Lando and BBM copper-gold targets. The Lando and BMM targets are also slated for scout drilling during 2023.

The recent successful drilling programs at Charger and Sceptre now brings the company closer to resource development drilling at the charger and Sceptre prospects while continuing to advance pipeline targets within the project area.

Newmont Joint Venture

On May 31, 2022, the Company announced that Newmont Ventures Limited, a wholly owned subsidiary of Newmont Corporation (NYSE: NEM; TSX: NGT) (‘Newmont”), had agreed to make a strategic investment in Awalé and enter into an exploration agreement with venture option (“Exploration Agreement”) on the Company’s Odienné Project. TSXV Exchange approval for the transaction was received on June 15, 2022. Refer to Corporate Activities section for further details.

Expected 2023 activities

Over the next 12 months the Company plans to undertake further discovery drilling programs (reverse circulation and diamond drilling), trenching, permit-wide geophysics (including detailed airborne magnetic/radiometric surveys, ground gravity, as well as IP ground geophysics), geochemical and geological mapping surveys. These programs will also continue to develop pipeline targets such as Lando, BBM, Vakaba and Denguèlé as well as further development drilling and detailed geophysical studies over known prospects such as Sceptre and Charger. This expenditure will be fully funded by Newmont. The JV Budget funded by Newmont is set at USD 3 Million for 2023.

Further to this the Company will be undertaking initial exploration works on the newly acquired PR840 ‘Sienso’ Permit (see company news release dated 19[th] July 2022). The Sienso permit abuts the eastern flank of the current Odienné East permit. Works on this permit will include geochemistry, geological mapping, and geophysics, with a view to scout drilling in 2024 (if warranted).

Joint venture partners are being sought for the Bondoukou project in north-east Côte d´Ivoire as the company now has a focus on the Odienné district.

Summary of activities for the twelve months ending December 31, 2022, and to the date of this report

EXPLORATION ACTIVITIES

Côte d’Ivoire

Awalé Resources holds exploration tenure in both the Odienné and Bondoukou districts of north-west and northeast Côte d’Ivoire, respectively. At Odienné Awalé has recognised the significance of the crustal setting of the Odienné Project and its prospectivity for both gold and potentially world-class intrusive related Iron Oxide Copper Gold (“IOCG”) style deposits. As such the company has re-interpreted much of the initial data gathered on the project and this approach has led to the company defining several exciting prospects which have potential to deliver multiple significant discoveries for the company. These prospects include new discoveries at Sceptre East and Charger, as well as pipeline prospects at Lando Denguèlé, Vakaba and BBM. These targets are all additional to the high grade Empire gold discovery. Please refer to the Odienné Project section below for detail of work carried out to date.

During the reporting period, Awalé has rapidly advanced the Charger and Sceptre targets toward scout drilling which commenced at the end of Q4, 2022.This drilling culminated in the discovery of 2 new Copper Gold (IOCG Style) targets at Sceptre and Charger. Further to this pipeline targets Lando and BBM have similar geochemical fingerprints to the new Sceptre and Charger discoveries and further contribute to the Company view that Odienné is a district scale gold and copper camp with large polyphase mineralisation and alterations systems with the potential for significant discoveries.

As the Company´s present focus is the Odienné project, and a JV partner is being sought for the Bondoukou project.

Odienné Project

The Odienné project is located in NW Côte d’Ivoire and consists of two granted permits and five applications (Table 1).

Table 1: Awalé Resources Permits and Application Status for the Odienné District

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Permit Type Permit Number Area – Square Status
Granted Permit PR – 419 “Odienné East” 399.2 Newmont JV (earning in to
Odienné JV 65%)
Application PR – 904 “Odienné West” 399.5
Granted Permit PR – 840 “Sienso” 326.4 Turaco Option (100% Awalé)
Turaco Option
Application Seydou 393.2
100% Awalé Application GB 250.5
Resources 100% Awalé
Application Samataguilla 396.5
Application Tienko 296
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Awalé´s mineral claims in the Odienné District have the following ownership structure:

i) Newmont Joint Venture: One exploration permit (Odienné East) and one permit application (Odienné West) within the Odienné Project are subject to an earn in Joint Venture agreement ("JV") with Newmont Ventures Limited ("Newmont"). The Newmont JV became effective June 1, 2022 (see Company News Release dated May 31, 2022). Through the agreement Newmont retains the option to earn-in to a minimum 65% interest, from Awalé, in the project in return for sole funding USD 15M of the JV exploration program at Odienné. Awalé is the project manager for the first 3-year phase (otherwise referred to as the “Odienné JV”). Refer to Corporate Activities section for further details of the agreement.
ii) Turaco Option: Awalé announced on July 19, 2022 that it had expanded its exploration footprint and focus in the Odienné IOCG district through the execution of an option to purchase agreement with Turaco Gold Limited over the PR 840 "Sienso" permit. The new 326 square kilometre granted permit borders the eastern flank of the Odienné JV with Newmont. On July 29, 2022 the Company issued 291,735 shares at an agreed price of C$0.197 (US$0.15) as part of the option to purchase agreement. Awalé will complete exploration work on the Senso permit to confirm anomalism and geological setting similar to the Odienné Project. Upon the successful renewal of the permit PR840 in 2023, and subject to Awalé wishing to proceed with the 100% acquisition of PR840, Awalé will issue Turaco Gold 680,715 Awalé shares as final payment. The shares are to be issued at an agreed price of C$0.197 for value C$134,100, subject to TSXV Exchange approval being received.
iii) New applications (100% Awalé): Awalé also exercised its first-mover advantage in northwest Côte d'Ivoire through the application for a further two exploration permits located to the northwest of, and along trend from, the Odienné Joint Venture (see Company news release dated the 7[th] of September 2022). The two applications add 643.7 square kilometers (sq. km) of highly prospective but underexplored ground to the current 1,092km[2 ] of exploration applications and 725.6km[2 ] of granted tenure in the Odienné district.

As mentioned previously the crustal setting of Odienné on a significant Archean-Proterozoic margin is noteworthy and the Company interprets this setting to be comparable to that of other significant IOCG provinces globally. Work on the project during the reporting period has value added and has begun to validate the intrusive related and IOCG mineralisation models and the proposed geological setting for the Project. Indeed the work completed in 2022 has culminated in a significant gold(Au)–silver(Ag)–copper(Cu) discovery at Charger and a Cu-Au-AgMolybdenum (Mo) discovery at Sceptre.

Interpretation of soil and termitaria data from the Sceptre prospect and the initial drill results from the adjacent Charger prospect (see Company news release dated 22[nd] July 2021 led the Company to see the geological setting of the Odienné district as comparable to that of other significant IOCG provinces globally. IOCG deposits are significant contributors to global copper and gold inventories, and the Company considers the Odienné project to contain significant potential for the discovery of the first major IOCG deposit known in west Africa.

Work completed during the period included follow-up soil/termitaria sampling which led to:

The definition of two distinct copper (“Cu”)-gold (“Au”) targets at the Sceptre anomaly – ‘Sceptre East’ and ‘Sceptre West’ See company news releases dated 16[th] August 2022 and 1[st] November 2022.
Delineation of a new parallel zone of mineralisation at Charger, the zone lies 100m west by southwest of the initial discovery drilling.
The discovery of a 4[th] target - a 4km-long high-tenor Cu (+molybdenum & arsenic) anomaly at the Lando prospect. The Lando prospect is located approximately 18km due N of the Sceptre Cu-Au anomaly, and was identified as an area of interest from initial soil sampling completed in the area by Randgold in the 1990's. See below and company news release dated 23[rd] August 2022.
The discovery of a 5[th] target - a 3.5 km long copper-gold anomaly at the BBM Prospect, which is located approximately 13 km northeast of the Sceptre Target, has delineated a 3.5km long > 50ppm (80[th ] percentile) Cu anomaly with a 2km >104ppm Cu core (98[th ] percentile). See Company news release dated 25[th] October 2022.

Sceptre East Target

Sceptre East forms a coincident 1.5 km long, >368ppm (parts per million) Cu / >20ppb (parts per billion) Au footprint with a peak value of 1,776ppm Cu and 554ppb Au.

Comparatively, this anomaly covers an area 4 times the size of the Charger target where recent drilling returned 3m at 9 grams per tonne (g/t) Au and 0.4% Cu within a sulfide bearing hematite breccia (drill hole OERC-89, release dated 22[nd] July 2021).

The core of the Cu/Au footprint tested at Charger is a 400m long auger anomaly at >90ppb Au and > 100ppm Cu.

Sceptre Main forms a larger, NE trending 2.6 km long and 1.5km wide >110ppm Cu anomaly with coincident >14 ppb Au anomalism.

The Sceptre Main target is known to contain a series of polymetallic veins that have returned high grade results with up to 26.7 g/t Au and 1.5% Cu in selective sampling from artisanal workings.

A combination of pitting and geological mapping confirmed the high order geochemical anomalism at Sceptre. Subsequent to geological mapping and Induced Polarisation surveys, seven scout holes for 1,092.2m were drilled toward the eastern end of the 5km long Sceptre mineralized system. This maiden program tested coincident anomalous gold-copper soil geochemistry and IP Conductivity/Resistivity zones (see Company News Release dated November 1st 2022).

The Scout drill progam focused on an approximately 1km long section of a multi-kilometer combined ground geophysical (Induced Polarization, or IP) and soil ‘Cu-Au anomaly’. Drilling was successful and has outlined a greater than 500m strike mineralized zone that has returned broad and open (>100 meter downhole) mineralised copper-gold-silver and molybdenum intercepts. This mineralization remains open in all directions.

Better intercepts from the drilling are reported below - all holes end in mineralization.  OERC-128 – End of Hole (“EOH”) at 126m

120m @ 0.13% Cu, 0.14 g/t Au, 1.5 g/t Ag and 82 ppm Mo (Molybdenum) from 6m downhole.
- Including 13m @ 0.12% Cu, 0.3 g/t Au, 1.6 g/t Ag and 146 ppm Mo from 39m downhole.
- And 48m @ 0.21% Cu, 0.11 g/t Au, 2.2 g/t Ag and 102 ppm Mo from 78m downhole.
OERC-129 - EOH at 132m
121m @ 0.18% Cu, 0.21 g/t Au, 2.4 g/t Ag and 136 ppm Mo from 11m downhole.
- Including 20m @ 0.3 g/t Au, 0.13% Cu, 1.7 g/t Ag and 183 ppm Mo from 30m downhole.
- And 22m @ 0.43% Cu, 0.5 g/t Au, 6.6 g/t Ag and 171 ppm Mo from 72m downhole.
OERC-130 – EOH at 138m
133m @ 0.13% Cu, 0.15 g/t Au, 1.6 g/t Ag and 312 ppm Mo from 5 meters downhole.
- Including 38m @ 0.13% Cu, 0.21 g/t Au 1.7g/t Ag and 284 ppm Mo from 14m downhole.
- And 28m @ 0.14% Cu, 0.21 g/t Au, 1.9 g/t Ag and 296.1 ppm Mo from 62m downhole.

The Sceptre Main and Sceptre West targets remain untested and lie within an adjacent 3km long soil Cu-Au anomaly.

The broad zones of mineralization intercepted in this round of drilling at Sceptre are hosted within a porphyritic granodiorite exhibiting pyrite-silica-sericite alteration with disseminated and veinlet-hosted visible chalcopyrite molybdenite mineralization, gold and silver occurrences are associated with this sulfide mineralization. The observed alteration and sulfide assemblage are porphyry style and is interpreted to be part of a larger intrusive related system at Sceptre. This system also has proximal to distal iron oxide and potassic alteration.

Sceptre is interpreted to be a large 20km[2] gold/copper/silver/molybdenum bearing mineralized system, as such the Company expects mineral and alteration zonation with depletion and enrichment of these elements throughout the prospect area. The geochemistry data collected over the entire Sceptre prospect (consisting of the Sceptre East, Sceptre Main and Sceptre West targets) points toward metal zonation from gold rich/copper depleted in the west to copper rich and gold depleted in the east. The discovery holes reported in this release are an encouraging entrée into what has potential to be a world class mineralized system. Interpretation from these early scout holes points toward the style of mineralization being at least partially intrusion related and does have hallmarks of other Precambrian deposits such as Boddington in Western Australia. The Boddington mine is owned and operated by Newmont*.

*References made to mines and analogous deposits provide context for the Odienné project but are not necessarily indicative that these projects host similar tonnages or grades of mineralization.

Charger Target

Charger is an 800m long Au/Cu/Ag IOCG target with high order pXRF** results from a gossan found in a new artisanal mining zone some 100m west by southwest of the original high order drill intercepts.

Ag - 38 g/t
Cu - 0.15%
Lead ("Pb") - 1.6%
Bismuth ("Bi") - 702 parts per million ("ppm")

The recent successful drilling and IP survey opens new mineralization orientations for the Charger target, and was drilled in Q4 2022 with results being reported on the 28th March 2023. Two drill holes targeted intrusivehosted sulphide mineralization with an IP chargeability anomaly and mapped gossan with artisanal workings.

The drill holes successfully intersected polymetallic sulfide mineralization within an intrusive host and returned a 96 gram metre gold intercept (OERC 132). The drilling has opened the Charger Target to contain multiple parallel lodes in a within hybrid intrusive/structural mineralized system. This mineralization complements the previously reported drilling at Charger – Drill hole OERC-89 returned 21m at 2.6 g/t Au and 16.9 g/t Ag from 13m downhole

(see Company News Release dated 14[th] June 2021). Intercepts returned from the 2 Charger holes are shown

below.

OERC-131: Drilled behind gossan and artisanal workings.
10m @ 0.8 g/t Au and 2.1 g/t Ag from 3m downhole
18m @ 0.5 g/t Au and 7.4 g/t Ag from 31m downhole
OERC-132: 40m step back from OERC-131.
32m @ 3.0 g/t Au, 0.17% Cu and 6.6 g/t Ag from 74m downhole.
- Including 4m @ 12.4 g/t Au, 0.7% Cu and 30.5 g/t Ag from 78m downhole.
OERC-89 (Previous program):
27 metres ("m") at 13.6 g/t Ag from 9m
21m @ 2.6 g/t Gold ("Au") from 13m
- Inc. 3m @ 9g/t Au from 30m
- Inc. 3m @ 89.6g/t Ag from 30m
- Inc. 2m @ 0.54% Cu from 30m
- Inc. 2m @ 0.29% Pb from 30m

Total sulfide content in the gold-copper mineralized interval in hole OERC-132 is significantly higher than in OERC-131, suggesting increasing sulfide content with increasing depth.

Lando Target

The Lando anomaly is a 4km long, >99ppm (80[th ] percentile Cu) anomaly with a 1km >387ppm Cu core (98[th ] percentile), The Lando copper anomaly, defined through pXRF** analyses, is also associated with elevated values of both molybdenum and arsenic. These latest results are indicative of a third significant copper footprint at Odienné with similarities to both the Sceptre and Charger targets in the south of the permit area

The Odienné JV exploration activities are focused on the discovery of high-grade orogenic gold deposits and the new IOCG Style Au-Cu mineralisation now identified in the Odienné project area – this style of mineralisation has not been previously recognized in Côte d’Ivoire and is an exciting prospect for the Company.

**A Handheld InnovX Vanta X-Ray Fluorescence Analyzer or pXRF was used for the analysis reported here. pXRF analysis is considered indicative of metal grades. All samples reported air dried and sieved to -80 mesh before analysis.

Bondoukou Project

The Company’s Bondoukou project consists of three permits: Bondoukou Est, Bondoukou Nord and Bondoukou Nord Est. These concessions lie along the southwestern extension of the Birimian-age Bole-Nangodi and WaLawra greenstone belt in adjacent Ghana, which is host to a number of orogenic-type gold deposits.

Due to the scale and financial commitment involved in exploring this project, and the current focus of the Company on the Odienné project, the Company recognised a provision of $7,279,302 over the Bondoukou project for the twelve months ending December 31, 2022. The Company is in discussions with a potential partner to joint venture the exploration work on this project but cannot guarantee the outcome at this juncture.

Exploration expenditure

The exploration expenditure of the Companies for the twelve months ended December 31, 2022 is set out below.

Expenditure	Bondoukou $	Odienné $	Sienso $
Data analysis	-	23,212	-
Drilling and assay costs	-	-	-
Field Office & Camp	29,817	14,133	-
Exploration	174,302	125,944	-
Tenement costs	62,707	-	44,816
Health & safety	322,229	102	-
Administration	-	27,208	-
TOTAL	589,055	190,599	44,816

During the period ending December 31, 2022 the Company recorded $17,298 in the Statement of Profit or Loss in costs related to the potential acquisition of exploration assets located in Suriname. This acquisition did not proceed, and all costs associated with the potential acquisition were expensed. The Company also incurred costs of $216,299 as it continued to have operations in Côte d’Ivoire and looked for additional opportunities outside of its current projects in Côte d’Ivoire. These costs have been expensed to the Statement of Profit or Loss for the period ending December 31, 2022.

During the period the Company entered into an Exploration Agreement with Newmont with a venture option. The Exploration Agreement gives Newmont the option to fully fund exploration activities up to a pre-feasibility phase and by funding qualifying expenditures of at least US$15 million to earn up to a 75% interest in the Odienné Project. Newmont may, through funding a further US$10 million in exploration expenditure and defining a minimum 2-million-ounce gold resource, earn an additional 14% interest for a total of a 65% interest in the Odienné Project.

Effective from June 1, 2022 the Company is accounting for this agreement as a farm-out arrangement whereby the Company does not record any expenditure made by the farmee on its account. The Company incurred expenses of $6,092 that were not captured by Newmont exploration agreement. These costs were expensed in the Statement of Profit or Loss for twelve months ending December 31, 2022, in accordance with the Company’s policy. The Company earns a management fee as operator of the Odienné project and recorded $79,320 against previously capitalized exploration costs in line with the Company’s farm-out accounting policy.

The exploration expenditure captured under the Newmont agreement for the Odienné project for the twelve months ended December 31, 2022 is set out below.

	Odienné project
Expenditure	(subject to earn-in)
	$
Data analysis	129,053
Drilling and assay costs	197,393
Field Office & Camp	67,888
Exploration	356,317
Tenement costs	61,386
Health & safety	9,656
Administration	208,821
TOTAL	1,030,514
Less earn-in recovery	(1,030,514)
TOTAL	-

CORPORATE ACTIVITIES

On April 24,2023 the Company announced the signing of a binding term sheet (the " Term Sheet ") with Orefinders Resources Inc. (" Orefinders "). The Term Sheet outlines the key terms and conditions for a proposed transaction between the two companies (the " Transaction ").

The Transaction will, among other things, include a private placement offering of 12,500,000 units of the Company (the " Non-Brokered Units ") at a price of C$0.12 per Non-Brokered Unit (the " Issue Price ") for aggregate gross proceeds to the Company of C$1,500,000 (the " Non-Brokered Offering" ). Each Non-Brokered Unit will consist of one common share in the authorized share structure of the Company (a " Common Share ") and one-half of one Common Share purchase warrant (each whole warrant, a " Warrant "). Each Warrant will be exercisable to acquire one Common Share (a " Warrant Share ") for a period of 36 months following the closing of the NonBrokered Offering at a price of C$0.20 per Warrant Share.

The Term Sheet sets out the key terms of the Non-Brokered Offering, including the Issue Price for the NonBrokered Units, the expected closing date of May 5, 2023 (the " Closing Date "), and the conditions that must be satisfied prior to closing. The closing of the Transaction is subject to satisfaction of customary closing conditions, including regulatory approvals including acceptance of the TSX Venture Exchange (the " TSXV "). Pursuant to the Transaction and in addition to the Non-Brokered Offering, the Company agreed to at closing of the Transaction: (1) enter into an investor rights agreement granting Orefinders the right to nominate two directors to the board of directors of the Company (the " Board ") for so long as Orefinders owns at least 10% of the issued and outstanding Common Shares calculated on a partially diluted basis; (2) enter into an advisory agreement with an affiliate of Orefinders (the " Advisor ") for a term of 12 months whereby Awalé will pay the Advisor an advisory fee of C$10,000 per month for the provision of advisory services for corporate restructuring, marketing, and liquidity purposes and, if Awalé requests, advice on and assistance in facilitating future financing rounds; and (3) issue options to the restructured Board, including to the two newly-appointed directors, exercisable at a price of C$0.12 per Common Share (or such price as may be permitted by the TSXV) for a period of five years.

The Company also announces that the terms of the best efforts brokered financing (the " Brokered Offering ") with Beacon Securities Limited (" Beacon ") previously announced in the Company's news releases of January 30 and April 4, 2023 have been amended. The Brokered Offering will now consist of a minimum of 6,250,000 units of the Company (the " Brokered Units ") at the Issue Price, for aggregate gross proceeds to the Company of C$750,000. Each Brokered Unit will consist of one Common Share and one-half of one Warrant. The Brokered Offering is expected to be completed concurrently with the Non-Brokered Offering. The closing of the Brokered Offering is conditional upon the closing of the Non-Brokered Offering.

The Company has also granted Beacon an option, exercisable in whole or in part at any time up to 48 hours prior to the closing of the Brokered Offering, to offer an additional 6,250,000 Brokered Units at the Issue Price. Proceeds from the Non-Brokered Offering and the Brokered Offering (together, the " Offerings ") will be used for exploration and development expenditures at the Company's projects in Côte d'Ivoire, settlement of certain payables and general working capital purposes.

Additionally, the Company also announces that it intends to settle certain outstanding accounts payable in the aggregate amount of C$250,000 owing to certain directors, officers and consultants of the Company through the issuance of 2,083,333 Common Shares (the " Settlement Shares ") at a deemed price of C$0.12 per Settlement Share (the " Shares for Debt Transaction ").

Subject to approval of the TSXV, the Company will pay finders' fees in Common Shares to finders in connection with the Transaction. Refer to January 24, 2023, news release for the details of the cash fee payable, compensation options and corporate finance Units issuable to Beacon under the Brokered Offering. All securities issued under the Offerings and Shares for Debt Transaction, and any underlying securities that may be issuable pursuant thereto, will be issued on a prospectus-exempt basis and will be subject to a hold period of four months from the date of issuance.

On April 24, 2023 the Company also announced at closing of the above Transaction, Glen Parsons will be stepping down as Chief Executive Officer (" CEO ") and resigning from the Board, Andrew Chubb, the Company's current Chief Operating Officer, will step into the role as CEO and will work with Mr. Parsons to ensure a smooth transition.

The Company’s continuing operations are dependent upon its ability to either secure additional capital or generate consistent cash flow from operations in the future The volatility of stock markets and precious and base metals have eroded investor confidence to the extent that both advanced and junior companies have had a difficult time obtaining equity financing on reasonable terms. The Company must seek additional equity funding to fund ongoing exploration activities and to meet its ongoing general and administrative costs. The growth strategy of the

Company as a resource builder has been enhanced by pursuing a diversified portfolio of exploration assets off the solid foundation of the Odienné JV. The Company cannot guarantee it will be successful in raising additional funding. Refer to section 8 for the going concern consideration.

On November 29, 2023, the Company announced the appointment of Mr. Robin Birchall as independent NonExecutive Chair with immediate effect.

On November 8, 2022, the Company announced the results of the Annual General Meeting, including approval of the repricing of options issued to directors and officers of the Company Mr Ron Ho did not stand for re-election at the Company’s Annual General Meeting held November 7, 2022.

On January 30, 2023 the Company announced that it, and Colossal Gold Resources Limited (" Colossal "), mutually agreed to terminate the letter agreement dated September 12, 2022 , which detailed the ability of the Company to acquire 100% of the issued share capital of Colossal (the " Colossal Shares " and the acquisition of the Colossal Shares the " Acquisition ").(refer to the Company's news releases of September 13 , October 11, November 8 , December and December 20, 2022 for further details of the Agreement). Colossal is a private holding company with a gold exploration portfolio focused on the highly prospective, but underexplored, greenstone belt of Suriname, South America. The Company made the strategic decision to prioritize the exploration and development of its core projects in Côte d'Ivoire, specifically those properties surrounding and along the structural setting from the Odienné JV area with Newmont. Awalé, Colossal and the shareholders of Colossal (collectively, the " Parties ") have mutually agreed it is in the Parties' interests to terminate the Agreement and not to further extend the January 31, 2023 Outside Date without further obligation or liability to each other Party.

In May 2022 the Company announced that Newmont had agreed, subject to certain closing conditions including Toronto Stock Exchange (“TSXV”) approval, to make a strategic investment in Awalé and enter into an exploration agreement with venture option on the Company’s Odienné Project. This was approved by the TSXV Exchange on June 15, 2022.

The Exploration Agreement has given Newmont the option to fully fund exploration activities up to a pre-feasibility phase and by funding qualifying expenditures of at least US$15 million to earn up to a 75% interest in the Odienné Project on the following basis:

Private Placement

Newmont invested US$500,000 in Awalé based on a 30-day volume-weighted average price ("VWAP") which will be used to fund Awalé’s Côte d’Ivoire activities.

 Phase 1 Newmont can earn a 51% interest in the Odienné Project by funding US$5 million in exploration expenditures within three years of the effective date of the Exploration Agreement. The Odienné Project will be managed by Awalé during this time.

 Phase 2 Through funding a further US$10 million in exploration expenditure and defining a minimum 2-million-ounce gold resource, Newmont may earn an additional 14% interest for a total of a 65% interest in the Odienné Project.

Newmont has the option to elect to become project manager upon commencement of Phase 2.

 Post-Phase 2

Awalé may maintain its 25% project interest by funding its proportionate cost of a feasibility study on the Odienné Project and development of a mine.

On March 25, 2022, the Company announced that it had completed the 1st tranche of its non-brokered private placement as announced on November 10, 2021 and revised on March 22, 2022, for 4,032,500 units at a price of $0.16 (C$0.20) per unit raising gross proceeds of $642,500 (C$806,500) . The proceeds of the Offering to be used for ongoing exploration expenditure on its Odienné project in Côte D’Ivoire and for general overheads, working capital and operating expenses.

The units consist of one common share and one-half share purchase warrant, each whole warrant entitling the holder to acquire one additional common share at a price of $0.32(C $0.40) per share until expiry on March 24, 2024.

Pursuant to the Memorandum of Understanding (MoU”) with Geodrill Limited (TSX: GEO “Geodrill”) as announced April 12, 2021 the Company issued on January 6, 2022 218,249 shares in settlement of drilling services totalling $40,102.

3. RESULTS OF OPERATIONS – TWELVE MONTHS ENDED DECEMBER 31, 2022

The following is a breakdown of material costs incurred:

	Twelve months	Twelve months
	ended December 31, 2022	ended December 31, 2021
Provision against expiration and
evaluation expenditure	7,279,302	-
Project generation & write off
exploration expenses	239,689	-
Salaries and director fees	322,105	271,580
Professional and consulting expenditure	250,543	77,757
Share based compensation	197,057	605,779
Office and regulatory expenditure	120,092	112,687
Travel expenditure	50,123	-
Investor relations expenditure	27,474	108,604
Foreign exchange (gain)/loss	(14,239)	3,785
Depreciation	16,095	28,460
Write offexplorationexpense	-	487,186

Twelve months ending December 31, 2022 compared to December 31, 2021

For the twelve months ending December 31, 2022, the Company incurred a loss of $8,482,263 (2021: $1,695,817).

The increase in the loss compared to the comparative prior period is due mainly to;

The recognition of a provision against the Bondoukou project located in Côte d’Ivoire due to current focus of the Company on the Odienné project and the scale and financial commitment involved in exploring this project. The Company is in discussions with a potential partner to joint venture the exploration work on this project but cannot guarantee the outcome at this juncture.
Project generation and write of exploration costs of $239,689 have been incurred during the period consisting of; $17,298 related to the potential acquisition of exploration assets located in Suriname. This acquisition did not proceed, and all costs associated with the potential acquisition were expensed. The Company also incurred costs of $216,299 as it continued to have operations in Côte d’Ivoire and looked for additional opportunities outside of its current projects in Côte d’Ivoire. The Company recorded $6,092 in expenses at the Odienné project, in line with its accounting policy as these costs occurred outside of the Newmont exploration agreement.
Salaries and directors’ fees have increased as a result of special committee fees of $50,000 being incurred and payable to the non-executive directors in reviewing and assessing the potential Suriname acquisition. All other fees and salaries have remained consistent across the two periods.
Professional and consulting expenditure has increased from that of the prior period as a result of the legal fees incurred in relation to review of the Newmont exploration agreement and assistance required in relation the proposed acquisition of Suriname asset acquisition and preparation for the AGM.
Share-based payments which fluctuate from period to period due to the cost of options issued being recognised over their vesting period and the incremental cost of $40,764 being recorded during the current period in relation to the approval of the repricing of options to employees and directors and officers.
Office and regulatory expenditure has remained relatively consistent across the two periods.
Travel costs have increased from the prior comparative period as COVID travel restrictions have lifted allowing for increased travel for investor relations purposes and management of administrative functions.
Investor relations costs have decreased by $81,130 due to higher costs incurred in the prior period where assistance was sought from specialist companies in promoting the Company’s activities and work required to prepare promotional materials for dissemination.

4. SELECTED ANNUAL FINANCIAL INFORMATION

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Year ended Year ended Year ended
December 31, 2022 December 31, 2021 December 31, 2020
$ $ $
Net sales or total revenue 5,978 Nil -
Loss (8,482,263) (1,695,817) (792,130)
Total assets 5,820,005 12,381,200 11,193,583
Total current liabilities 2,232,628 1,135,214 1,324,632
Total non-current liabilities 29,519 31,662 31,416
Total Shareholders’ equity 3,557,858 11,214,324 9,837,535
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The increase in the loss of $6,786,446 for the twelve months ending December 31, 2022 when compared to that of the prior comparative period, is due mainly to the recognition of a provision against the Bondoukou project of $7,279,302. This has been recognised due to the current focus of the Company on the Odienné project and the scale and financial commitment involved in exploring this project. Refer to Section 2 for further details.

Total assets have decreased mainly due to the recognition of the provision against the Bondoukou project. Exploration work totalling $1,030,514 was incurred at the Odienné project under the exploration agreement signed with Newmont during the year. Under the Company’s accounting policy, it does not recognise any expenditure on the account of Newmont but redesignates any costs previously capitalised in relation to the whole interest as relating to the partial interest retained.

Current liabilities of the Company include accounts payable, accrued liabilities, tax and social obligations payable which fluctuate from period to period depending on the level of exploration activity undertaken by the Company. The balance of current liabilities has increased as a result of working capital shortfalls experienced by the Company. The Company is relying on the financial support of its larger creditors and employees which enables the Group to defer payments which would otherwise be due and payable. Refer to Section 7 for further discussion of liquidity.

As at December 31, 2022 liabilities include: amounts owing to related parties consisting of non-executive director fees payable of $68,333 and special committee fees payable totalling $50,000; wages and fees payable and expense reimbursement to officers off the company of $349,954; audit fees accrued of $83,160 and creditor and supplier accounts related to corporate activities of $281,524. Supplier and creditor accounts in Côte d’Ivoire of $464,860 have been recorded, which includes creditor balances related to the Odienné JV project which is fully funded by Newmont under the agreement signed during the year. The Company has also recognised a provision of $130,145 as a result of a tax audit undertaken by the tax authority in Côte d’Ivoire. The Ivorian tax authority identified some local transactions that it believes attract a 1% withholding tax (“WH tax”). The Company does not believe this tax is applicable and intends to contest the findings of the tax department but has recorded a provision due to the uncertainty around the outcome.

Non-current liabilities have remained consistent with those of the comparative year consisting of the loan provided under the Canada Emergency Business Account (“CEBA”) program in 2021.

5. SELECTED UNAUDITED QUARTERLY FINANCIAL INFORMATION

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SUMMARY Q4 2022 Q3 2022 Q2 2022 Q1 2022
$ $ $ $
Net sales or total revenue 5,814 164 - -
Loss (7,728,242) (176,856) (287,502) (289,663)
Basic & diluted loss per share * (0.27) (0.01) (0.01) (0.01)
Total current assets 489,792 215,818 379,174 265,162
Total non-current assets 5,330,213 12,897,126 12,078,436 12,384,565
Total current liabilities 2,232,628 1,237,288 1,449,113 1,283,739
Total non-current liabilities 29,519 215,590 30,962 32,010
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Q4 2021 Q3 2021 Q2 2021 Q1 2021
$ $ $ $
Net sales or total revenue - - - -
Loss (256,498) (711,089) (453,816) (274,414)
Basic & diluted loss per share * (0.01) 0.04 0.03 0.02
Total current assets 99,100 229,136 1,060,664 142,548
Total non-current assets 12,282,100 11,974,227 12,141,192 10,938,857
Total current liabilities 1,135,214 827,148 1,034,940 1,601,242
Total non-current liabilities 31,662 31,444 32,248 31,809
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adjusted for impact of 8:1 share consolidation

The Company’s quarterly financial results and position can be affected by many factors including, but not limited to; seasonal fluctuations, variations in capital markets, foreign exchange rate movements, share based payments, changes in exploration programs, changes to exploration portfolios and financing activities undertaken.

Three months ending December 31,2022

The net loss of $7,728,242 for the quarter ended December 31, 2022, is higher when compared to prior reported quarters due to the following:

Recognition of an impairment provision of $7,279,302 related to the Bondoukou project located in Côte d’Ivoire due to the scale and financial commitment involved in exploring this project, and the current focus of the Company on the Odienné project the Company no longer intends to realise value through successful exploration unless the project can be successfully joint ventured.
Legal fees increased in this quarter due to the legal work undertaken on the potential Suriname acquisition and a substantial increase in audit fees for the year ended December 31, 2022.
Fees paid to non-executive directors increased with the formation of a special committee to oversee the proposed Suriname asset acquisition.
Share based payments decreased in the current quarter as costs have been fully expensed across their vesting periods. This decrease was offset by an incremental cost of $18,846 recognised on the repricing of 868,750 stock options held by insiders of the Company which were subject to the approval of disinterested shareholders of the Company at the Company's annual general meeting held on November 7, 2022.
There were also increased regulatory fees and other costs incurred as the Company undertook its due diligence and other procedures in relation to the potential Suriname acquisition. These costs have been fully expensed in the period ending December 31, 2022 as the acquisition did not proceed.

Current assets have increased in the current quarter due mainly to a fluctuation in cash on hand as a result of the funds received from Newmont in relation to the Odienné project, as well as the recognition of a receivable from Newmont whereby the Company advanced minority interest holders in ANGET $100,000 as part of the Exploration Agreement entered into with Newmont. These funds were to be repaid by Newmont prior to December 31, 2023, however the receivable was repaid subsequent to the period ended December 31, 2022. The Company has recognized a receivable of $77,352 for exploration costs incurred in the period ending December 31, 2022, which relate to the Odienné Project and are subject to funding by Newmont under the Exploration Agreement. Funds were received in January 2023 for these costs incurred as part of the next quarterly cash call.

Non-current assets have decreased as a result of the provision against the Bondoukou project of $7,279,302.

Current liabilities have increased due to increased activities at the Odienné project and the delay in payment to various creditors and employees as a result of the Company’s working capital shortfalls. Non-current liabilities have decreased from the immediate prior quarter as the company reclassified its provisions to current.

The CEBA loan remains as a non-current liability.

Three months ending September 20,2022

The net loss of $176,856 for the quarter ended September 30, 2022, is lower when compared to prior reported quarters. Costs have reduced in the following areas;

investor relations, as less promotional activity was undertaken in the current quarter
listing and regulatory fees which were higher in prior period quarters due to the submission of the annual ISOP and placement fees incurred.
general office expenditure as a result of less corporate activities

share based payments as costs have been fully expensed across their vesting periods, however this reduction was offset by the recognition of $21,918 as incremental value increase due to the repricing of employee options.

These reductions have been offset by an increase in legal fees due to work required on the potential acquisition of Colossal Gold, work on Newmont JV and increased travel costs as COVID restrictions were lifted.

Current assets have decreased as funds raised in the prior quarter were spent on exploration and corporate activities. Non-current assets have increased from the prior quarter due to continued exploration work and the acquisition of the Sienso license during the period. The exploration and evaluation assets have been impacted by fluctuations in the last quarter of the CFA against the USD when compared to prior periods.

Non-current liabilities have increased as a result of the reclassification of employment provisions for staff.

Three months ending June 30, 2022

The net loss of $287,502 for the quarter ended June 30, 2022, is consistent when compared to the majority of the prior reported quarters. Costs have remained relatively consistent with prior periods with the exception of legal fees which have increased in the current quarter as a result of the review required in relation to the Newmont exploration agreement. This cost has been offset by a decrease in share based payments which fluctuate from period to period as costs are recognised over the vesting period of the instrument.

Current assets have increased with the closure of the private placement for gross proceeds of $642,500 in March 2022 and the strategic private placement from Newmont for gross proceeds of $500,000. Non-current assets have decreased due to the impact of CFA:USD exchange rate fluctuations during the period, with this decrease offset by an increase in non-current receivable balance due to the recognition of $100,000 as a result of the Exploration Agreement entered into with Newmont, with the Company advancing payment to the minority holders on behalf of Newmont. These funds are to be repaid by Newmont prior to December 31, 2023 and bears interest at a rate of US prime plus 4.5%.

Current liabilities increasing as a result of continued work at the Company’s exploration projects and continued corporate operations supporting ongoing exploration work during the quarter.

Three months ending March 31, 2022

The net loss of $289,663 for the quarter ended March 31, 2022, is consistent when compared to the majority of the prior reported quarters. Costs have remained relatively consistent with prior periods. Current assets have increased with the closure of the private placement for gross proceeds of $642,500 in March 2022 with noncurrent assets and current liabilities increasing slightly as a result of continued work at the Company’s exploration projects during the quarter.

Three months ending December 31, 2021

The net loss of $256,498 for the quarter ended December 31, 2021 is lower in comparison to the immediate prior periods due mainly to the fluctuation from period to period in the cost of share based payments recognised and the recognition of the write down against the Abengourou property and property investigation costs incurred in the prior period. Other costs have remained relatively consistent when compared to the prior quarterly results.

Current assets have decreased when compared to the prior comparative quarterly period as the Company expended funds, raised in the private placement completed in Q2 2021, on its ongoing exploration activities in Côte d’Ivoire and corporate activities supporting these activities.

Non-current assets increased due to continued exploration activities during the period and relevant costs were attributed. This balance is also impacted by foreign exchange movements between the CFA (functional currency of the Côte d’Ivoire entities) and USD (reporting currency of the Company).

Current liabilities increased in the current quarter due mainly to an increase in payables in Côte d’Ivoire due to the exploration program undertaken at the Company’s Odienné project in the latter part of 2021 fiscal year and an increase in corporate costs as the Company engaged specialist investor relation services to increase the profile of the Company’s activities and timing of payments to creditors.

Three months ending September 30, 2021

The net loss of $711,089 for the quarter ended September 30, 2021, is higher compared to prior quarterly losses due mainly to increased share-based payment expense recognised on options issued in the second half of the year ended December 31, 2020 and in Q2 2021 as well as the recognition of a write down of $422,981 against the Company’s Abengourou property reflecting its focus on its remaining projects in its portfolio. Investor relations costs also increased in Q3 2021 as the Company engaged additional investor relations expertise to assist in

promoting its exploration portfolio. Other costs have remained relatively consistent when compared to the prior quarterly results.

Non-current assets decreased in the current quarter due to the recognition of a write down $422,981 against its Abengourou project, offset by exploration expenditure on its remaining projects Odienné and Bondoukou located in Côte d’Ivoire. This balance is also impacted by foreign exchange movements between the CFA (functional currency of the Côte d’Ivoire entities) and USD (reporting currency of the Company).

Current liabilities have decreased in the current quarter as the Company settled creditor and supplier balances recorded in Côte d’Ivoire incurred as a result of the drill programs undertaken at the Company’s projects.

Three months ending June 30, 2021

The net loss of $453,816 for the quarter ended June 30, 2021, is higher when compared to prior quarterly losses due mainly to the share-based payment expense recognised on options issued in the second half of the year ended December 31, 2020 and in Q2 2021. Professional fees increased in the current quarter due to legal fees incurred in relation to advice sought on shares for debt services and company share plan. The Company also incurred costs of $50,000 in relation to property investigation costs as it looked for further exploration opportunities. Other costs have remained relatively consistent when compared to the prior quarterly results, with the exception of travel costs which have decreased as a result of the ongoing impact of the COVID-19 pandemic

Current assets have increased when compared to prior quarterly periods due to the completion of private placement of $2,699,239 during the current quarter with cash reserves being used to fund ongoing operational and exploration expenditure.

Non-current assets increased in value as the Company continued exploration activities during the period and relevant costs were attributed.

Current liabilities continued to be higher in comparison to prior year comparative quarters due mainly to an increase in payables in Côte d’Ivoire due to the drill programs undertaken at the Company’s projects in the current quarter.

Three months ending March 31, 2021

The net loss of $274,414 for the quarter ended March 31, 2021, is higher when compared to the quarterly losses in Q1 and Q2 2020 due mainly to the share-based payment expense recognised on options issued in the second half of the year ended December 31, 2020, with no share-based payment expense being incurred in these prior comparative periods. Other costs have remained relatively consistent when compared to the prior quarterly results, with the exception of travel costs which have decreased as a result of the ongoing impact of the COVID19 pandemic.

Current assets have decreased when compared to prior quarterly periods due mainly to cash balances being used to fund ongoing operational and exploration expenditure.

Non-current assets increased in value as the Company continued exploration activities during the period and relevant costs were attributed.

Current liabilities increased in the current quarter due mainly to an increase in payables in Côte d’Ivoire due to the exploration program undertaken at the Company’s Odienné project in the latter part of 2020 fiscal year with costs continuing into the 2021 fiscal year as the program was completed.

6. DISCLOSURE OF OUTSTANDING SHARE CAPITAL

The number of common shares outstanding to the date of this report is 31,123,616 (2021: 23,348,138).

All issued ordinary shares are fully paid and have no par value. The holders of the shares are entitled to receive dividends and are entitled to one vote per share. All shares rank equally with regard to the Company’s residual assets in the event of a wind-up.

On July 29, 2022 the Company issued 291,735 shares at $0.15 (C$0.197) as an Option Payment to Turaco Gold Limited as a result of the signing of an option to purchase agreement with Turaco over the PR 840 "Sienso" permit in Côte d'Ivoire.

On June 15, 2022, the Company announced it had finalized its non-brokered placement with Newmont and issued 3,232,994 units at a price of $0.16 (C$0.197) raising gross proceeds of $500,000 (C$ 636,900). The proceeds of the Offering covered ongoing exploration expenditures on the Company's Côte d'Ivoire projects. All securities issued under the Offering were subject to a hold period trading restriction which expired on October 16, 2022. As a result of the Offering, Newmont has become an insider of the Company having acquired 10.49% of the Company's current issued and outstanding shares.

On March 25, 2022, the Company announced that it had completed the 1st tranche of its non-brokered private placement as announced March 22, 2022, for 4,032,500 units at a price of $0.16 (C$0.20) per unit raising gross proceeds of $642,500 (C$806,500) and incurred share issue costs of $5,210. The proceeds of the Offering were used for ongoing exploration expenditure on its Odienné project in Côte D’Ivoire and for general overheads, working capital and operating expenses.

Pursuant to the MOUs, US$1 million “drilling for equity” program, Awalé has the option to pay Geodrill for its services in cash or a combination of cash and/or shares of the Company pursuant to VWAP and Exchange policy governing market discounts. Under the MOU, the Company issued 218,249 shares totalling $40,102 on January 6, 2022, in settlement of drilling services.

The Company has the following warrants outstanding as at December 31, 2022 denominated in US$:

		Number of	Weighted average
		warrants	exercise price
			$
Balance January 1, 2021		50,064,662	0.12
Issued	(i) & (ii)	28,776,973	0.10
Expired		(5,647,222)	0.32
Effect ofshare consolidation		(64,045,111)	-
Balance December 31, 2021		9,149,302	0.80*
Issued	(iii)	2,016,250	0.32
Balance December 31, 2022		11,165,552	0.71

*adjusted for impact of share consolidation

The Company issued 2,016,250 warrants as part of the closing of the private placement completed on March 25, 2022.

The Company has the following options outstanding as at December 31, 2022 denominated in US$:

		Weighted average
	Number of	exercise price
	options	$

Balance January 1, 2021	7,380,000	0.22
Issued	8,500,000	0.10
Expired	(2,330,000)	0.28
Effect of share consolidation	(11,856,250)	-
Balance December 31, 2021	1,693,750	1.04*
Balance December 31, 2022	1,693,750	0.31

*adjusted for impact of share consolidation

For the twelve months ending December 31, 2022, the Company recognised a total of $197,057 in share based payment expense for options issued. This cost will fluctuate from period to period as the cost of issue is recognized over the vesting period of the options issued.

On March 22, 2022, the Company announced the Board of Directors, had approved the repricing of a total of 1,693,750 stock options of the Company from previously C$2.00 and C$0.96 to C$0.40 ($0.31) per common share. The repricing of the 825,000 options for employees was approved by the TSXV on April 27,2022 with an incremental cost of $21,918 being recorded in the Statement of Profit or Loss for the twelve months ending December 31, 2022. The repricing of the remaining 868,750 stock options held by insiders of the Company was subject to the approval of disinterested shareholders of the Company at the Company's annual general meeting held on November 7, 2022. As a result, an incremental cost of $18,846 was recorded in the Statement of Profit or Loss in the twelve months ending December 31, 2022.

7. LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents

As at December 31, 2022 the Company had cash of $255,281 $ (2021: $56,999).

As at December 31, 2022, the Company reported net current liabilities of $2,232,628, including $1,472,100 of trade creditors and accruals. Given the nature of the Company as an exploration entity, the Company does not generate profits or operating cash flows and therefore has historically been dependent on the capital markets to obtain funding.

On March 25, 2022, the Company announced that it had completed t its non-brokered private placement as announced March 22, 2022, for 4,032,500 units at a price of $0.16 (C$0.20) per unit raising gross proceeds of $642,500 (C$806,500). And on June 15, 2022, the Company announced it had finalized its non-brokered placement with Newmont and issued 3,232,994 units at a price of $0.16 (C$0.197) raising gross proceeds of $500,000 (C$ 636,900).

On April 24,2023 Company announced the signing of a binding term sheet (the " Term Sheet ") with Orefinders Resources Inc. (" Orefinders "). The Transaction will, among other things, include a private placement offering of 12,500,000 units of the Company (the " Non-Brokered Units ") at a price of C$0.12 per Non-Brokered Unit (the " Issue Price ") for aggregate gross proceeds to the Company of C$1,500,000 (the " Non-Brokered Offering" ). Each Non-Brokered Unit will consist of one common share in the authorized share structure of the Company (a " Common Share ") and one-half of one Common Share purchase warrant (each whole warrant, a " Warrant "). Each Warrant will be exercisable to acquire one Common Share (a " Warrant Share ") for a period of 36 months following the closing of the Non-Brokered Offering at a price of C$0.20 per Warrant Share.

The Company also announced that the terms of the best efforts brokered financing (the " Brokered Offering ") with Beacon Securities Limited (" Beacon ") previously announced in the Company's news releases of January 30 and April 4, 2023 have been amended. The Brokered Offering will now consist of a minimum of 6,250,000 units of the Company (the " Brokered Units ") at the Issue Price, for aggregate gross proceeds to the Company of C$750,000. Each Brokered Unit will consist of one Common Share and one-half of one Warrant. The Brokered Offering is expected to be completed concurrently with the Non-Brokered Offering. The closing of the Brokered Offering is conditional upon the closing of the Non-Brokered Offering.

At the same time, the Company announced that it intends to settle certain outstanding accounts payable in the aggregate amount of C$250,000 owing to certain directors, officers and consultants of the Company through the issuance of 2,083,333 Common Shares (the " Settlement Shares ") at a deemed price of C$0.12 per Settlement Share (the " Shares for Debt Transaction ").

Refer to section 8 for further details regarding the going concern consideration.

Working Capital

As at December 31, 2022, the Company had negative working capital of $1,742,836 (2021: negative $1,036,114). Given the nature of the Company as an exploration entity, the Company does not generate profits or operating cash flows and therefore has historically been dependent on the capital markets to obtain funding. There can be no assurance that the Company will be able to obtain or access additional funding when required, or that the terms associated with the funding will be acceptable to the Directors. If the Company is unable to obtain such additional funding, it may be required to reduce the scope of its operations.

In the period from December 31, 2022 to the date of this report the Company has announced the signing of a binding term sheet with Orefinders for a private placement of C$1,500,000 as well as the non-brokered financing with Beacon for aggregate proceeds of C$750,000. These transactions, along with the expected conversion of C$250,000 of outstanding debt to shares, will assist the Company in reducing its debt position. In the interim the Company has sought to conserve cash by reducing corporate and exploration activities. The Company is in discussions with its largest creditors and employees to discuss payment terms and plans. No debts or other amounts payable have been called at the date of this report. The Company will continue to closely manage liquidity and rely on the informal financial support of its larger creditors and employees.

Cash used in operating activities

Cash used in operating activities during the twelve months ending December 31, 2022 was $615,695 (2021: $345,895). The cash used in operating activities represents general and administrative costs incurred, adjusted for non-cash items such as interest recognised, write down/provision against deferred exploration and evaluation expenditure depreciation, foreign exchange movements, share based payments and movements in accounts

payable and accounts receivable balances in the period. It also includes $238,689 that relates to project generation costs that have not been capitalised as an exploration project.

Cash used in investing activities

Cash used in investing activities for the twelve months ending December 31, 2022 was $179,359 (2021: $3,079,517). This expenditure relates to the costs incurred in relation to ongoing exploration work undertaken at the Company’s Odienné and Bondoukou projects in Côte d’Ivoire of $1,122,520 and payments for property, plant and equipment of $10,001 offset by proceeds of $953,162 (2021: $nil) received from Newmont under the exploration agreement signed in Q2 2022.

Cash from financing activities

The Company received gross proceeds of $1,005,165 during the period as a result of the closure of the private placement tranche completed in March 2022, with $137,335 being received in advance of the closure of the placement in the period ended December 31, 2021 and including funds of $500,000 received from Newmont as part of its strategic private placement completed in June 2022. Share issue costs of $5,210 were incurred in relation to the private placement.

8. GOING CONCERN

These financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes the Group will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.

The Company recorded a loss of $8.5 million and a comprehensive loss of $8.9 million for the year ended December 31, 2022. As at December 31, 2022, the Company is in a net current liability position of $1.7 million (2021: 1.0 million) including $2.1 million of trade creditors and accruals, and employment payables (2021: $1.2 million). Cash on hand at year end was $255,281 (2021: $56,999). Given the nature of the Group as an exploration entity, the Group does not generate profits or operating cash flows and therefore has historically been dependent on the capital markets to obtain funding.

In June 2022 the Company entered into an earn-in agreement with Newmont Ventures Limited (“Newmont”). This agreement will allow Newmont to earn-in to the Company’s Odienné project by sole funding an agreed amount of exploration. This therefore means Odienné exploration and minimum expenditure commitments are funded for a period of greater than 12 month period, reducing Awalé’s obligations in respect of this project while simultaneously advancing the exploration program. As operator of Odienné, Awalé cash calls Newmont in advance, making this project self-sufficient at present. A provision for impairment has been recognized against all capitalized costs in respect of Bondoukou (contributing $7.3m to the accumulated deficit) to focus on Odienné. However, the Company retains the ability to find a Joint Venture partner, or to dispose of its interests in this project, therefore reducing the exploration expenditure commitment for the Company on this asset.

Notwithstanding the reduced exploration expenditure requirements, the Company continues to have corporate overheads to pay, primarily being salaries and wages, directors fees, professional fees, travel and listing costs. In the period from 31 December 2022 to the date of this report the Group has sought to conserve cash by reducing corporate activities where possible and to manage and repay existing trade creditors and employment payables where possible.

Management and the Directors continue to actively monitor the Group’s liquidity and have reviewed its consolidated cashflow requirements. The Group’s consolidated cashflow forecast shows the Group’s current cash on hand is insufficient to meet its existing liabilities and minimum expenditure commitments for the 2023 financial year. The Group’s current cash reserves are also insufficient to meet its planned corporate activities and working capital requirements.

Therefore, in order to continue to meet existing repayment obligations and fund general operating expenditure, the following events are in process and need to occur:

As announced on April 25, 2023, Awalé has entered into a binding term sheet for CAD$1.5 million with Orefinders Resources Inc. Each unit has a cost of C$0.12 and will include one share and one half warrant exercisable at $0.20. The expected closing date is May 5, 2023.
Concurrently, a brokered offering is also underway for a minimum of 6,250,000 units to raise CAD$750,000. Each unit will include one share and one half warrant. This is expected to occur concurrently, or shortly after the completion of the above placement.
Awalé has also agreed to settle CAD$250,000 in existing employee payables in shares.
Upon completion of the above, the Group intends to raise US$2-3 million in capital via additional share issuances and/or private placements over the coming six months. The Group has confidence in the ability

to raise these funds on the back of the proposed transactions above, recent positive drilling results from Odienné, and its history of shareholder support and ability to raise funds in the capital markets.

The proceeds of these transactions will allow for the settlement of existing debts and will provide working capital to fund general operating expenditure over the coming 12 months.

In the interim, the Group continues to closely manage liquidity and relies on the financial support of its large creditors and employees which enables the Group to defer payments which would otherwise be due and payable.

Whilst the Group has plans to find a Joint Venture partner for the noncore Bondoukou project, the Group has no plans to wholly dispose of any of its interests in mineral exploration and development assets. However, should the above events not occur, the Group does retain the ability to do so if required. Based on the opportunities above, the Directors are satisfied that the continued application of the going concern basis of accounting is appropriate. However, the Directors acknowledge that the above share issuances are required in order to remain a going concern.

As such, a material uncertainty exists with regard to the ability of the Group to continue to operate as a going concern. Should the Group be unable to access further equity capital or execute any of other alternate funding arrangements, it will be unable to realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report. The financial report does not include any adjustments that might be necessary should the Group not continue as a going concern.

9. TRANSACTIONS BETWEEN RELATED PARTIES

During the twelve months ended December 31, 2022 the Company incurred charges to directors and officers, or to companies associated with these individuals as follows:

	December 31, 2022	December 31, 2021
	$	$
Non-executive directors’ fees (i)	58,333	60,000
Special committee fees (i)	50,000	-
CEO fees & entitlements (ii)	101,058	103,525
COO fees	180,000	180,000
Accounting fees – CFO services (iii)	55,067	54,858
Company secretarial fees (iv)	32,644	31,731
Share based payment	77,783	320,517
	554,885	750,631

(i) Includes fees paid/payable to DH Mining Advisory Services, a company owned by D. Hartman

(ii) Includes an amount paid/payable to Parsons Capital Superfund - a superannuation fund controlled by G. Parsons

(iii) Amount paid/payable to Genco Professional Services Pty Ltd – a company controlled by S. Cooper

(iv) Amount paid/payable to Marketworks Pty Ltd – a company controlled by K Witter

The following balances were payable to related parties as at:

CEO fees & expense reimbursement (i) COO fees & expense reimbursement Non-executive fees & expense reimbursement (ii) Special committee fees (ii) Accounting fees – CFO services & expense reimbursement (iii) Company- secretarial fees & expense reimbursement (iv)	December 31, 2022 December 31, 2021 $ $
	95,663 27,559 167,586 70,000 74,573 45,000 50,000 - 55,355 24,693 31,350 9,626
	474,527 176,878

(i) Includes an amount paid/payable to Parsons Capital Superfund - a superannuation fund controlled by G. Parsons

(ii) Includes an amount payable DH Mining Advisory Services, a company owned by D. Hartman

(iii) Amount payable to Genco Professional Services Pty Ltd – a company controlled by S. Cooper

(iv) Amount payable to Marketworks Pty Ltd – a company controlled by K Witter

Compensation of key management personnel

The Company considers its directors and officers to be key management personnel. Transactions with key management personnel for the twelve months ending December 31, 2022 are set put below:

Short term benefits (i) & (ii) Short term benefits- Non-executive directors’ fees (iv) Short-term benefits- Special committee fee (iv) Post - employment benefits (iii) Share based payment benefits	December 31, 2022 December 31, 2021 $ $
	358,837 361,262 58,333 60,000 50,000 - 9,932 12,667 77,783 320,517
	554,885 750,631

(i) Includes an amount paid/payable to Genco Professional Services Pty Ltd – a company controlled by S. Cooper

(ii) Includes an amount paid/payable to Marketworks Inc. – a company controlled by K Witter

(iii) Amount paid/payable to Parsons Capital Superfund - a superannuation fund controlled by G.Parsons

(iv) Includes fees paid/payable DH Mining Advisory Services, a company owned by D. Hartman for non-executive director fees

The Company’s related parties includes intercompany loan balances with its subsidiaries. These balances are eliminated on consolidation.

A cost of $77,783 was recognised as a share-based payment for key management personnel for the twelve months ending December 31, 2022.

10. OFF BALANCE SHEET ARRANGEMENTS

The Company does not utilise any off-balance sheet arrangement.

11. PLAN OF OPERATIONS AND FUNDING

The Company’s plan of operation over the next twelve months is to progress an appropriate exploration program at its gold permits in Côte d’Ivoire by raising required capital to fund exploration programs and corporate costs to support and promote the Company’s exploration activities. The stock markets, currencies and business activities globally, have been impacted by COVID-19 and Global economic and political volatility; which may potentially have negative impacts on the Company’s ability to raise capital funds, planned exploration programmes, cash flows and liquidity

On June 15, 2022 the Company signed an Exploration Agreement with Newmont which gives Newmont the option to fully fund exploration activities up to a pre-feasibility phase and by funding qualifying expenditures of at least US$15 million to earn up to a 75% interest in the Odienné Project on the following basis:

Private Placement
Newmont invested US$500,000 in Awalé based on a 30-day volume-weighted average price ("VWAP") to be used to fund Awalé’s Côte d’Ivoire activities.

Phase 1
Newmont can earn a 51% interest in the Odienné Project by funding US$5 million in exploration expenditures within three years of the effective date of the Exploration Agreement. The Odienné Project will be managed by Awalé during this time.
Phase 2
Through funding a further US$10 million in exploration expenditure and defining a minimum 2-millionounce gold resource, Newmont may earn an additional 14% interest for a total of a 65% interest in the Odienné Project.

This agreement was effective from June 1, 2022, with Newmont funding of the Odienné project commencing from this date.

The Company announced on April 24,2023 the signing of a binding term sheet with Orefinders for a private placement of C$1,500,000 as well as the non-brokered financing with Beacon for aggregate proceeds of C$ 750,000. Proceeds from the Non-Brokered Offering and the Brokered Offering will be used for exploration and development expenditures at the Company's projects in Côte d'Ivoire, settlement of certain payables and general working capital purposes.

At present, the Company’s operations do not generate cash inflows and the Company’s continued existence depends on management’s ability to raise additional equity financing, discover recoverable mineral deposits and sell or otherwise participate in the development of those projects. Many factors influence the Company’s ability to raise funds, including the health of the commodity resource market, the climate for mineral exploration investment, the Company’s track record, and the experience and calibre of its management. Actual funding requirements may vary from those planned due to a number of factors, including the progress of exploration activities.

Management believes it will be able to raise equity capital as required over time but recognizes there are risks involved that may be beyond its control. If those risks fully materialize, the Company may not be able to raise adequate funds to continue its operations.

12. COMMITMENTS AND CONTINGENCIES

The Company has the following commitments and contingencies. Payment is contingent on the continued operations based on successful exploration results at its properties:

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Payment Condition
Contingent payments
US$1,845,000 Upon the Company making a decision to mine in respect of the First Grant of the Odienné
property, the approval of a mining plan by the relevant authority and securing finance to
carry out that mining plan so as to take the mine to production stage.
Resource milestone payments to a Payable to Awalé Holdings a resource milestone payment, in accordance with the Share
maximum US$3,500,000 Purchase Agreement dated January 13,2017, of:
 US$0.50 per ounce of reported gold Mineral Resources for any Mineral Resource
delineated up to the first one million ounces; and
 US$1.00 per ounce of reported gold Mineral Resources for any Mineral Resource
delineated over the first one million ounces; and
 a catch ‐ up payment of US$0.50 per ounce of reported gold Mineral Resources for any
Mineral Resource ounces that were delineated prior to the delineation of a Mineral
Resource greater than one million ounces,
All subject to a maximum of US$3.5 million.
US$800,000 Payable to Newoka Resources upon the Bondoukou project changing from an exploration
license to a mining license with intent of commercial production.
Commitment payments
Minimum exploration spend commitment within the next three years at the following
Total CFA 2,685,026,124 properties:
(US$4,390,555) at December 31, Bondoukou,project CFA 1,714,116,466 (US$2,802,923)
2022 Odienné project CFA 970,909,698 (US1,587,632)
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Awalé is required to pay a 2% net smelter royalty to Sandstorm on any products sold from the Awalé and Aforo properties as detailed in the Net Smelter Returns Royalty Agreements dated December 29, 2017.

13. SEGMENTED INFORMATION

The Company operates in a single reportable operating segment - the acquisition, exploration and development of mineral properties in the single geographical segment Côte d’Ivoire.

14. EVENTS SUBSEQUENT TO THE PERIOD ENDED DECEMBER 31, 2022

On April 24, 2023, the Company announced the signing of a binding term sheet with Orefinders, The Transaction will, among other things, include a private placement offering of 12,500,000 units of the Company at a price of C$0.12 per Non-Brokered Unit for aggregate gross proceeds to the Company of C$1,500,000 ).

The Company also announced that the terms of the best efforts brokered financing (the " Brokered Offering ") with Beacon Securities Limited (" Beacon ") previously announced in the Company's news releases of January 30 and April 4, 2023 have been amended. The Brokered Offering will now consist of a minimum of 6,250,000 units of the Company (the " Brokered Units ") at the Issue Price, for aggregate gross proceeds to the Company of C$750,000 . Each Brokered Unit will consist of one Common Share and one-half of one Warrant. The Brokered Offering is expected to be completed concurrently with the Non-Brokered Offering. The closing of the Brokered Offering is conditional upon the closing of the Non-Brokered Offering.

Additionally, the Company also announced that it intends to settle certain outstanding accounts payable in the aggregate amount of C$250,000 owing to certain directors, officers and consultants of the Company through the issuance of 2,083,333 Common Shares (the " Settlement Shares ") at a deemed price of C$0.12 per Settlement Share (the " Shares for Debt Transaction ").

Subject to approval of the TSXV, the Company will pay finders' fees in Common Shares to finders in connection with the Transaction. Refer to January 24, 2023 news release for the details of the cash fee payable, compensation options and corporate finance Units issuable to Beacon under the Brokered Offering. All securities issued under the Offerings and Shares for Debt Transaction, and any underlying securities that may be issuable pursuant thereto, will be issued on a prospectus-exempt basis and will be subject to a hold period of four months from the date of issuance.

15. FINANCIAL INSTRUMENTS AND RISKS

The Company’s financial instruments consist, of cash, receivables and trade payables. Receivables are classified as financial assets at amortised costs which give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding.

Financial assets at amortised costs are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

The Company classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method.

The activities of the Company expose them to a variety of financial risks that arise as a result of their exploration, development and financing activities, including credit risk, liquidity risk and market risk.

This section presents information about the Company’s exposure to each of the above risks, the Company’s objectives, policies and processes for measuring and managing risk, and the Company’s management of capital. Further quantitative disclosures are included in the financial statements.

The Board of Directors of the Company oversees management's establishment and execution of the Company’s risk management framework. Management has implemented and monitors compliance with risk management policies. The Company’s risk management policies are established to identify and analyze the risks faced by the Company to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company’s activities.

Credit risk

Credit risk is the risk of financial loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises principally from the Company’s’ cash and cash equivalents, short-term investments and amount due from Cartier. The Company holds its key operational bank accounts with reputable banks of international financial institutions.

Liquidity and Financing risk

Liquidity and financing risk are the risks that the Company will encounter difficulty in raising capital funds and as a result experience difficulty in meeting its financial liabilities that are settled in cash or other financial assets. The Company’s approach to managing liquidity risk is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities as they come due. Current liabilities as at December 31, 2022 include $505,238 owing to related parties. The Company is relying on the financial support of its larger creditors and employees which enables the Group to defer payments which would otherwise be due and payable.

The Company's ability to carry out its planned exploration activities and its ability to continually meet its obligations is dependent upon financing from its existing shareholders and new investors. However, should additional capital not be available, the combined group may be unable to continue as a going concern. Refer to Section 7 – Liquidity and Capital Resources section for further discussion on liquidity.

Market risk

Market risk is the risk that changes in market prices, such as equity prices and foreign exchange rates will affect the Company’s income or the value of its financial instruments.

Foreign currency risk

Foreign currency risk is the risk that the Company financial performance will be affected by fluctuations in the exchange rates between currencies. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities (when expenses are denominated in currencies other than the respective functional currencies). The Company manages this foreign currency risk by matching payments in the same currency and monitoring movements in exchange rates.

Capital management

Capital of the Company consists of capital stock and deficit. The Company’s objectives when managing capital is to safeguard the Company’s ability to continue as a going concern so it can acquire, explore and develop mineral resource properties for the benefit of its shareholders. The Company manages its capital structure and makes adjustments based on the funds available to it in light of changes in economic conditions. The Board of Directors of the Company has not established quantitative return on capital criteria for management, but rather relies on the expertise of the management to sustain the future development of the Company. In order to facilitate the management of their capital requirements, the Company prepares annual expenditure budgets that consider various factors, including successful capital deployment and general industry conditions. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company is reasonable.

The Company’s principal source of capital is from the issue of ordinary shares. In order to achieve its objectives, the Company intends to raise additional funds as required. While the Company has been successful in securing financings in the past, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be available on acceptable terms.

The Company is not subject to externally imposed capital requirements and there were no changes to the Company’s approach to capital management during the year.

It is management’s opinion that the Company is not exposed to significant interest rate, currency or credit risk arising from these financial instruments.

16. ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

Changes in accounting policy

There have been no changes in accounting policies in the twelve months ended December 31, 2022.

New accounting standards

The new and amended accounting standards and interpretations effective for the financial year ended 31 December 2022 have been adopted by the Group and there has been no material impact on adoption.

Accounting Standards and Interpretations issued but not yet effective

Certain new and amended accounting standards and interpretations have been issued by the IASB but are not yet effective. The Group has not early adopted these accounting standards and interpretations. The relevant new and amended accounting standards and interpretations issued but not yet effective are as follows:

Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)

On January 23, 2020, the IASB issued amendments to IAS 1, Presentation of Financial Statements, to clarify the classification of liabilities as current or non-current. On July 15, 2020, the IASB issued an amendment to defer the effective date by one year. For the purposes of non-current classification, the amendments removed the requirement for a right to defer settlement or roll over of a liability for at least twelve months to be unconditional. Instead, such a right must have substance and exist at the end of the reporting period. The amendments also clarify how a company classifies a liability that includes a counterparty conversion option. The amendments state that: - settlement of a liability includes transferring a company’s own equity instruments to the counterparty, and - when classifying liabilities as current or non-current a company can ignore only those conversion options that are recognized as equity The amendments are effective for annual periods beginning on or after January 1, 2023. Early adoption is permitted. The Company is currently assessing the impact of the standard on the financial statements.

Definition of Accounting Estimates (Amendments to IAS 8)

In February 2021, the IASB issued Definition of Accounting Estimates, which amends IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors. The amendments introduce a new definition for accounting estimates, clarifying that they are monetary amounts in the financial statements that are subject to measurement uncertainty. The amendments also clarify the relationship between accounting policies and accounting estimates by specifying that a company develops an accounting estimate to achieve the objective set out by an accounting policy. The amendments are effective for annual periods beginning on or after January 1, 2023, with earlier adoption permitted. The Company is currently assessing the potential impact of these amendments.

Deferred Tax related to assets and liabilities arising from a single transaction (Amendments to IAS 12) In May 2021, the IASB issued targeted amendments to IAS 12 – Income Taxes to specify how companies account for deferred tax on transactions such as leases and decommissioning obligations. In specific circumstances, companies are exempt from recognizing deferred tax when they recognize assets or liabilities for the first time. Previously, there had been some uncertainty about whether the exemption applied to transactions such as leases and decommissioning obligations transactions for which companies recognize both an asset and a liability. The amendments clarify that the exemption does not apply and that companies are required to recognize deferred tax on such transactions. The aim of the amendments is to reduce diversity in the reporting of deferred tax on leases and decommissioning obligations.

Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2

On February 12, 2021, the IASB issued, Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) providing guidance intended to help preparers in deciding which accounting policies to disclose in their financial statements. IAS 1, "Presentation of Financial Statements" has been amended in the following ways:

An entity is now required to disclose its material accounting policy information instead of its significant accounting policies

several paragraphs are added to explain how an entity can identify material accounting policy information and to give examples of when accounting policy information is likely to be material
the amendments clarify that accounting policy information may be material because of its nature, even if the related amounts are immaterial
the amendments clarify that accounting policy information is material if users of an entity’s financial statements would need it to understand other material information in the financial statements
and the amendments clarify that if an entity discloses immaterial accounting policy information, such information shall not obscure material accounting policy information. IFRS Practice Statement 2 has been amended by adding guidance and examples to explain and demonstrate the application of what was outlined as a ‘four-step materiality process’ to accounting policy information in order to support the amendments to IAS 1

The Group is currently assessing the impact of the amendments to determine the impact they will have on the Group’s accounting policy disclosures.

Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. At this stage, it is not expected that these new accounting standards will have a material impact on the amounts reported in the Group’s financial statements. Certain disclosures and presentation may change due to the new or amended standards.

Key Estimates

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimates are revised and in any future years affected.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are as follows:

Impairment of exploration and evaluation - Exploration and evaluation assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable through future exploitation or sale. Such circumstances include the period for which each company has the right to explore in a specific area, actual and planned expenditures, results of exploration, whether an economically-viable operation can be established and significant negative industry or economic trends.

Contractual obligation payable - The Company has assessed the contractual obligation to Sandstorm as being more likely than not to not continue past 10 years from inception.

17. FORWARD LOOKING STATEMENTS

The MD&A contains forward-looking information within Canadian securities laws (collectively "forward looking statements") concerning the anticipated developments in the Company's operations in future periods, its planned exploration activities, the adequacy of its financial resources and other events or conditions that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

Statements concerning mineral reserve and resource estimates may also be deemed to constitute forward-looking statements to the extent that they involve estimates of the mineralization that will be encountered if the property is developed. Any statements that express or involve predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", "anticipates", "plans", "projects", "estimates", "assumes", "intends", "strategy", "goals", "objectives", "potential" or variations thereof, or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement.

The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements.

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Forward looking information Assumptions Risk factors
The Company’s anticipated Financing will be available for future The Global impact of COVID-19 on
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Forward looking information Assumptions Risk factors	Forward looking information Assumptions Risk factors	Forward looking information Assumptions Risk factors
The Company’s anticipated	Financing will be available for future	The Global impact of COVID-19 on
plans, costs, timing and capital for future development of the Company’s mineral exploration properties.	exploration and development of the Company’s properties; the actual results of the Company’s exploration and development activities will be favourable; operating, exploration and development costs will not exceed the Company's expectations; the Company will be able to retain and attract skilled staff; all requisite regulatory and governmental approvals for exploration projects and other operations will be received on a timely basis upon terms acceptable to the Company, and applicable political and economic conditions are favourable to the Company ; the price of precious and base metals and applicable interest and exchange rates will be favourable to the Company; no title disputes exist with respect to the Company's properties.	stock markets, currencies and business activities globally may potentially have negative impacts on the Company’s ability to raise capital funds, planned exploration programmes, cash flows and liquidity Precious and base metals price volatility; uncertainties involved in interpreting geological data and confirming title to acquired properties; the possibility that future exploration results will not be consistent with the Company's expectations; availability of financing for and actual results of the Company's exploration and development activities; increases in costs; environmental compliance and changes in environmental and other local legislation and regulation; interest rate and exchange rate

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Forward looking information Assumptions Risk factors
fluctuations; changes in economic and
political conditions; the Company's
ability to retain and attract skilled staff.
The Company’s ability to carry The operating and exploration activities of the Changes in debt and equity markets;
out anticipated exploration on its Company for the twelve months ending timing and availability of external
mineral exploration properties. December 31, 2023, and the costs associated financing on acceptable terms;
therewith, will be consistent with the increases in costs; environmental
Company’s current expectations; debt and compliance and changes in
equity markets, exchange and interest rates environmental and other local
and other applicable economic conditions are legislation and regulation; interest rate
favourable to the Company. and exchange rate fluctuations;
changes in economic conditions.
Plans, costs, timing and capital Financing will be available for the Company’s Precious and base metals price
for future exploration and exploration and development activities and volatility, changes in debt and equity
development of the Company’s the results thereof will be favourable; actual markets; timing and availability of
property interests, including the operating and exploration costs will be external financing on acceptable
costs and potential impact of consistent with the Company's current terms; the uncertainties involved in
complying with existing and expectations; the Company will be able to interpreting geological data and
proposed laws and regulations retain and attract skilled staff; all applicable confirming title to acquired properties;
regulatory and governmental approvals for the possibility that future exploration
exploration projects and other operations will results will not be consistent with the
be received on a timely basis upon terms Company’s expectations; increases in
acceptable to the Company; the Company will costs; environmental compliance and
not be adversely affected by market changes in environmental and other
competition; debt and equity markets, local legislation and regulation;
exchange and interest rates and other interest rate and exchange rate
applicable economic and political conditions fluctuations; changes in economic and
are favourable to the Company; the price of political conditions; the Company's
precious and base metals will be favourable ability to retain and attract skilled staff.
to the Company no title disputes exist with
respect to the Company’s properties.
Management’s outlook Financing will be available for the Company's Precious and base metals price
regarding future trends. exploration and operating activities; the price volatility; changes in debt and equity
of precious and base metals will be favourable markets; interest rate and exchange
to the Company. rate fluctuations; changes in economic
and political conditions
Prices and price volatility for The price of precious and base metals will be Changes in debt and equity markets
precious and base metals. favourable; debt and equity markets, interest and the spot price of precious and
and exchange rates and other economic base metals; interest rate and
factors which may impact the price of precious exchange rate fluctuations; changes in
and base metals will be favourable. economic and political conditions.
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Inherent in forward looking statements are risks, uncertainties and other factors beyond the control of the Company’s ability to predict or control. Please make reference to those risk factors referenced in the “Risk factors” section above. Readers are cautioned that the above chart does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements, and that the assumptions underlying such statements may prove to be incorrect. Actual results and development are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements outlined in this MD&A.

Forward-looking statements include known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by the cautionary statement. Accordingly, readers should not place undue reliance on forwardlooking statements. The Company undertakes no obligation to update publicly or otherwise review any forwardlooking statements whether as a result of new information or future events or otherwise, except as may be require by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

18. BOARD

The Board of the Company comprise the following members:

Mr Eric Roth
Mr Derk Hartman
Mr Glen Parsons
Mr Robin Birchall

19. DISCLAIMER

The information provided in this document is not intended to be a comprehensive review of all matters and developments concerning the Company. It should be read in conjunction and in context with all other disclosure documents of the company. The information contained herein is not a substitute for detailed investigation or analysis on any particular issue. No securities commission or regulatory authority has reviewed the accuracy or adequacy of the information presented.

20. ADDITIONAL INFORMATION

For further detail, see the Company’s Audited Financial Statements and other documents available on SEDAR. www.sedar.com.