Big Tree Carbon Inc. — Interim / Quarterly Report 2021

Sep 17, 2021

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AurCrest Gold Inc. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three and six months ended June 30, 2021 and 2020 (Expressed in Canadian Dollars)

Notice to reader:

These financial statements have been Revised to reflect a typographical error in the Consolidated Statements of Equity in the CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the three and six months ended June 30, 2021 and 2020, filed on SEDAR on August 30, 2021, whereby the comparative balance dates for the interim periods were incorrectly stated as March 31, 2020 and March 31, 2021 in the original version and have been corrected to June 30, 2020 and June 30, 2021. No other changes to the condensed consolidated interim financial statements have been made.

AurCrest Gold Inc.

June 30, 2021

RESPONSIBILITY FOR FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated interim financial statements (the “Financial Statements”) for AurCrest Gold Inc. (the "Company") have been prepared by management in accordance with International Financial Reporting Standards consistently applied (“IFRS”). These financial statements have been prepared on a historical cost basis with the exception of financial instruments classified as fair value through profit and loss. In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information. Accordingly, a precise determination of many assets and liabilities is dependent upon future events. Therefore, estimates and approximations have been made using careful judgment. Recognizing that the Company is responsible for both the integrity and objectivity of the financial statements, management is satisfied that these financial statements have been fairly presented.

NOTICE OF NO AUDITOR REVIEW OF REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the unaudited condensed consolidated interim financial statements they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company's management.

The Company's independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity's auditor.

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June 30, 2021

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AurCrest Gold Inc.

Condensed Consolidated Interim Statements of Financial Position

(Expressed in Canadian dollars)

As at	June 30	December 31
	2021	2020
	$	$
ASSETS
Current
Cash and cash equivalents	628,837	666,766
Other receivables	122,521	11,588
Prepaid expenses	29,148	-
Marketable securities (note 3)	175,040	196,800
	955,546	875,154
Non-current
Exploration and evaluation assets (note 4)	104,500	66,350
Total assets	1,060,046	941,504
LIABILITIES
Current
Trade and other payables	179,292	285,335
Deferred royalty revenue (note 7)	155,000	155,000
Due to officers and directors (note 8)	563,427	684,355
Total current liabilities	897,719	1,124,690
SHAREHOLDERS' EQUITY (DEFICIENCY)
Common shares, equity component of share-based
compensation and warrants (note 6)	21,879,889	19,941,890
Deficit	(21,717,562)	(20,125,076)
Total shareholders’equity (deficiency)	162,327	(183,186)
Total liabilities and shareholders’ deficiency	1,060,046	941,504

Nature of operations and going concern (note 1)

Approved on behalf of the board:

(signed) “William Johnstone” (signed) “Ian Brodie-Brown” Director Director

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements.

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June 30, 2021

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AurCrest Gold Inc.

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

(Expressed in Canadian dollars)

	Three months	Three months		Six months
	ended June 30			ended June 30
	2021	2020	2021	2020
	$	$	$	$
Expenses
Exploration and project evaluation (note 4)	835,072	-	836,855	(86,650)
General and administrative (note 9)	183,943	63,771	288,296	127,873
Share based compensation	445,575	-	445,575	-
Interest and accretion of short-term loans and
loans from related parties	-	3,626	-	5,626
Unrealized loss(gain) on marketable securities	33,640	(63,170)	21,760	(900)
Loss and comprehensive
loss for theperiod	1,498,230	4,227	1,592,486	45,949
Lossper share	0.01	0.00	0.02	0.00
Basic weighted average shares
outstanding	102,918,686	80,730,191	99,015,687	80,730,191

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements.

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June 30, 2021

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AurCrest Gold Inc.

Consolidated Statements of Cash Flows

(Expressed in Canadian dollars)

For the six months ended June 30	2021	2020
	$	$
Operating activities
Net loss for the period	(1,592,486)	(45,949)
Items not affecting cash
Shares received on option of exploration & evaluation assets	-	(50,000)
Interest expense	-	4,651
Exploration expenses	78,000
Share based compensation	445,575	-
Unrealized loss (gain) on marketable securities	21,760	(900)
Net change in non-cash working capital balances related to
operating activities:
Other receivables	(110,933)	8,734
Prepaid expenses	(29,148)	-
Trade and other payables	(111,693)	(8,840)
Due to officers and directors	(115,278)	21,984
Cash from (used in) operating activities	(1,414,203)	(70,320)
Investing activities
Additions to exploration and evaluation assets	(38,150)	(600)
Proceeds from sale of marketable securities	-	13,530
Proceeds from sale of mineral property	-	13,350
Cash provided from (used in) investing activities	(38,150)	26,280
Financing activities
Issuance of common shares for cash, net of issuance expenses	1,050,574	-
Exercise of warrants	326,350	-
Exercise of stock options	37,500
Short-term loan repayments	-	(79,538)
Cash provided from (used in) investing activities	1,414,424	(79,538)
Net increase (decrease) in cash	(37,929)	31,422
Cash, beginning of the period	666,766	20,139
Cash, end of theperiod	628,837	51,561

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements.

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AurCrest Gold Inc. Consolidated Statements of Equity

(Expressed in Canadian dollars)

			Share Based
	Share Capital		Compensation	Warrants	Sub-total	Deficit	Total
	#	$	$	$	$	$	$
Balance, December 31, 2019	80,730,191	18,827,996	-	11,594	18,839,590	(19,718,548)	(878,958)
Net loss for the period						(41,722)	(41,722)
Balance, June 30, 2020	80,730,191	18,827,996	-	11,594	18,839,590	(19,760,270)	(920,680)
Private placement	11,666,667	700,000	-	-	700,000	-	700,000
Share issuance costs	-	(128,550)	-	72,450	(56,100)	-	(56,100)
Common shares issues for
exploration and project evaluation
expenditures	300,000	18,000	-	-	18,000	-	18,000
Exercise of warrants	1,000,000	50,000	-	-	50,000	-	50,000
Expiry of warrants	-	784	-	(784)	-	-	-
Share based compensation	-	-	390,400	--	390,400	-	390,400
Net loss for the period	-	-	-	-	-	(364,806)	(364,806)
Balance, December 31, 2020	93,696,858	19,468,230	390,400	83,260	19,941,890	(20,125,076)	(183,186)
Private placement	3,788,333	1,136,500	-	-	1,136,500	-	1,136,500
Share issuance costs	-	(139,393)	-	59,888	(79,505)	-	(79,505)
Common shares issued for
exploration services	400,000	78,000	-	-	78,000	-	78,000
Exercise of warrants	5,238,000	335,280	-	(8,930)	326,350	-	326,350
Grant of stock options	-	-	445,575	-	445,575	-	445,575
Exercise of stock options	750,000	74,100	(36,600)	-	(36,600)	-	(36,600)
Net loss for the period	-	-	-	-	-	(1,592,486)	(1,592,486)
Balance, June 30, 2021	103,873,191	20,946,296	799,375	134,218	21,879,889	(21,717,562)	162,327

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

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AurCrest Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements June 30, 2021 (Expressed in Canadian dollars)

1. Nature of operations, basis of presentation and going concern uncertainty

AurCrest Gold Inc. (the “Company” or “AurCrest”) is a publicly held company incorporated under the Business Corporations Act (Ontario). The Company is engaged in the investigation, acquisition, exploration and development of exploration and evaluation assets and energy assets in Ontario, Canada as well as building on the Company’s long-standing relations with First Nations in Northwestern Ontario to assist in financing future exploration activities by assessing the potential of forests within the traditional territories of these First Nations to capture and sequester carbon dioxide for the development of Greenhouse Gas offsets and other potential environmental attributes, and to explore the monetization of these offsets and attributes for the benefit of these First Nations and the Company.

The Financial Statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The Company has presented the Financial Statements for the three and six month periods ended June 30, 2021, and the comparative figures for the three and six month periods ended June 30, 2020. The Financial Statements have been prepared by management and approved by the Board of Directors on August 30, 2021.

These Financial Statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. AurCrest is at an early stage of development and as is common with many exploration companies, it raises financing for its exploration and acquisition activities. As at June 30, 2021, the Company had no sources of operating cash flows. The Company will therefore require additional funding which, if not raised, would result in the curtailment of activities and project delays. As at June 30, 2021, AurCrest had a working capital surplus of $57,827 (a working capital deficit of $249,536 as at December 31, 2020), and has incurred losses since inception resulting in an accumulated operating deficit of $21,717,562. The Company’s ability to continue as a going concern is uncertain and is dependent upon its ability to continue to raise adequate financing. There can be no assurance that the Company will be successful in this regard, and therefore, there is substantial doubt regarding the Company’s ability to continue as a going concern, and accordingly, the use of accounting principles applicable to a going concern. These Financial Statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate. If the going concern assumption were not appropriate for these Financial Statements, then adjustments to the carrying values of the assets and liabilities, the expenses and the balance sheet classifications, which could be material, would be necessary.

2. Significant accounting policies

These Financial Statements have been prepared in accordance with IFRS as issued by the IASB applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. The Financial Statements do not include all financial risk management information and disclosures as required in the audited annual financial statements. The Financial Statements should be read in conjunction with the audited annual financial statements for the year ended December 31, 2020, which have been prepared in accordance with IFRS as issued by the IASB. The accounting policies and methods of computation remain the same as presented in the audited annual financial statements for the year ended December 31, 2020.

In the opinion of management, all adjustments considered necessary for fair presentation have been included in these Financial Statements. The interim results for the three and six month periods ended June 30, 2021, may not be indicative of the results for the year ending December 31, 2021.

3. Short term investments

As part of the option agreement with Pegasus Resources Inc. (“Pegasus”) as described below in Note 4 for the Confederation Lake property, the Company on January 1, 2020 owned 776,000 common shares of

AurCrest Gold Inc.

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AurCrest Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements June 30, 2021 (Expressed in Canadian dollars)

Pegasus. On February 5, 2020, the Company received 2 million shares of Pegasus. During the year ended December 31, 2020, the Company sold 500,000 shares of Pegasus for gross proceeds of $22,115. The Company currently holds 2,776,000 common shares of Pegasus with a market value of $111,040.

On January 1, 2020, the Company held 150,000 common shares of Newrange Gold Corp. (“Newrange”) as part of the option agreement with Newrange as described below in Note 4 for the Western Fold property. On December 23, 2020, the Company received an additional 350,000 common shares of Newrange. During the year ended December 31, 2020, the Company sold 100,000 shares of Newrange for gross proceeds of $13,530. The Company currently holds 400,000 common shares of Newrange with a market value of $64,000.

4. Exploration and evaluation assets

Property acquisition cost

The property acquisition costs at December 31, 2020 of $12,750 relate to the acquisition of the Company’s Western Fold property. Property acquisition costs during the year related to the staking of the Ranger East property and Richardson North property.

	$
Balance, December 31, 2019	12,750
Property acquisition	6,950
Royalty acquisition	60,000
Property option payments	(13,350)
Balance, December 31, 2020	66,350
Property acquisition	38,150
Balance, June 30, 2021	104,500

Exploration & project evaluation

	Cumulative		Cumulative
	expenditures as	Expenditures/	expenditures as
	at January 1	receipts	at June 30
	2021	for the period	2021
	$	$	$
Ranger Lake	76,759	836,855	913,614
Richardson Lake	2,117,454	-	2,117,454
Other	14,435,428	-	14,435,428
Amount expensed	16,629,641	836,855	17,466,496
	Cumulative		Cumulative
	expenditures as	Expenditures/	expenditures as
	at January 1	receipts	at December 31
	2020	for the period	2020
	$	$	$
Ranger Lake	-	76,759	76,759
Richardson Lake	2,238,204	(120,750)	2,117,454
Other	14,522,078	(86,650)	14,435,428
Amount expensed	16,760,282	(130,641)	16,629,641

“Other” includes exploration expenditures on projects with minor activity during the period and includes the Confederation Lake, Bridget Lake, McFaulds Lake and the Fredart Lake properties, all of which are in Northern Ontario.

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June 30, 2021

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AurCrest Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements June 30, 2021 (Expressed in Canadian dollars)

Note: As disclosed in the Company’s significant accounting policies, exploration and project evaluation expenditures have been reflected in the statement of loss and comprehensive loss.

Ranger Lake

The Ranger Lake area is a gold exploration prospect located approximately 10 km due east of the Red Lake and Campbell Gold Mines in the world-famous Red Lake mining district, with the first property component staked by the Company in 2018. The Company has expanded the property holdings through subsequent staking activities, and now refers to the overall mineral claims package as the Ranger Lake Gold Property. The Company holds this Property 100% with no underlying royalty to any third party.

The Ranger Lake Gold Property originally consisted of 50 unpatented mineral cell claims totaling approximately 1,010 hectares staked by the Company in October 2018. On June 30, 2020 the Company acquired a further 50 claim cell units by staking adjacent and contiguous to the original property. On September 2, 2020, the Company further expanded the Ranger Lake Gold Property through the staking of 27 additional unpatented mineral cell claims. The Company staked 31 and 50 unpatented mineral cell claims on February 12, 2021, and February 16, 2021 respectively, and 28 unpatented mineral cell claims on May 18, 2021. The combined acquisition of claims brings AurCrest’s holdings in the area to 236 claim cell units encompassing approximately 4,790 hectares.

Richardson Lake area

The Richardson Lake area is a gold exploration prospect located in the Birch-Uchi belt of the Red Lake mining division, and originally consisted of six claims optioned 100% from prospector Perry English. The total area of the Richardson Lake area mineral claims for the property groupings described below is approximately 5,400 hectares. The original six claims plus an area of influence around those claims were subject to the Company’s obligation to pay a NSR royalty of 2%; the Company now holds this legacy claim coverage and all modern claim units 100% with no underlying NSR royalty obligations to third parties.

At the beginning of 2020, the Company defined the overall Richardson Lake area mineral claims as the Richardson Lake Gold Property and the Western Fold Gold Property. Following conversion to online staking, the Richardson Lake Gold Property mining claims covered 123 mining cells, with an area of approximately 2,220 hectares. The Western Fold Gold Property mining claims cover 110 cells, with an area of approximately 2,170 hectares.

The Company acquired a 5-cell mineral claim block contiguous to the Richardson Lake property from a prospector on January 25, 2020, with an area of approximately 56 hectares, with no underlying NSR royalty. On August 11, 2020, the Company acquired a further 50 claim cell units by staking, together representing approximately 1,010 hectares, named the Richardson North Extension Gold Property, adjacent and contiguous to its Richardson Lake Gold Property.

On December 8, 2020, the Company completed a royalty purchase agreement with the prospector to acquire the outstanding 2% NSR on the Richardson Lake claims and nullify the area of influence, paying $60,000 for full transfer of title of the property.

On December 30, 2019, the Company entered into an option agreement with Newrange for the Company’s Western Fold property. Newrange has the option to acquire a 100% interest in the Western Fold property by paying AurCrest 1,000,000 Newrange common shares and $200,000, with 150,000 shares and $30,000 due on closing (received), 350,000 shares and $70,000 on the first anniversary date (received) and an additional 500,000 shares and $100,000 due on the second anniversary date.

Upon Newrange formally exercising its option AurCrest will receive a 2% NSR on the Western Fold property with Newrange having the right to purchase 1% of the 2% NSR by paying to the Company $1 million at any time. There is also a potential 1% NSR payable to the Company arising out of claims acquired by Newrange within a 2 km area of interest around the Western Fold property.

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June 30, 2021

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AurCrest Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements June 30, 2021 (Expressed in Canadian dollars)

Dancing Man

The Dancing Man area is a gold exploration prospect located in the Birch-Uchi belt of the Red Lake mining division consisting of 654 claims (13,210 hectares), staked by the Company in 2021.

McFaulds Lake

The Company currently holds a 100% interest in a group of properties (450 hectares) within the area known as ‘The Ring of Fire’ located in the Lower James Bay region of Ontario, in the proximity of McFaulds Lake.

Bridget Lake

The Company holds a 35% interest in a group of properties (144 hectares) at Bridget Lake in Ball Township, Red Lake Mining Division. The 65% balance of interest in the Bridget Lake property is currently held by Evolution Mining Gold Operations Ltd.

5. Short-term loans

On September 22, 2017, the Company completed a convertible loan financing of $50,000 (the “September Loan”). The September Loan was repayable on September 22, 2018, with interest payable 10% per annum. During the year ended December 31, 2020, $50,000 plus accrued interest to the date of payment was paid. The loan is fully paid.

On January 31, 2017, the Company’s subsidiary, Wiigwaasaatig Energy Inc. (“WEI”), a private federal corporation, completed a convertible loan financing of $31,500 (the “January Loan”). The January Loan was repayable on January 31, 2018, with interest payable at 10% per annum. As part of the loan agreement 300,000 common shares of WEI were transferred by the Company to the lender, representing 3% of the common share equity of WEI. During the year ended December 31, 2020, this loan plus accrued interest was paid.

	January	September
	Loan	Loan	Total
	$	$	$
Balance, December 31, 2019	40,760	61,387	102,147
Accrued interest	2,391	3,760	6,151
Principal and interest paid	(43,151)	(65,147)	(108,298)
Balance, December 31, 2020 and June 30,
2021	-	-	-

6. Shareholders’ equity

The Company is authorized to issue an unlimited number of common shares and an unlimited number of preference shares. As at June 30, 2021, the Company had no preference shares issued and outstanding.

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June 30, 2021

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AurCrest Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements June 30, 2021 (Expressed in Canadian dollars)

Share capital

Share capital comprises the following:

Share capital Share capital comprises the following:
	Number	Amount
	of shares	$
Balance, December 31, 2019	80,730,191	18,827,996
Private placement	11,666,667	700,000
Share issue expense	-	(128,560)
Common shares issued for exploration and evaluation
expenditures	300,000	18,000
Exercise of warrants	1,000,000	50,000
Expiry of warrants	-	784
Balance, December 31, 2020	93,696,858	19,468,320
Private placement	3,788,333	1,136,500
Share issuance costs	-	(145,814)
Exercise of warrants	5,238,000	335,280
Exercise of stock options	750,000	74,100
Common shares issued for exploration expenditures	400,000	78,000
Balance, June 30, 2021	103,873,191	20,946,296

On March 24 and March 30, 2021, the Company closed a flow-through private placement financing for gross proceeds of $1,136,500. The financing consisted of the issuance of 3,788,333 flow-through units at $0.30 per unit (a “FT Unit”). Each FT Unit consists of one flow-through common share and one common share purchase warrant (the “Warrant”). Each Warrant entitles the holder to purchase one common share at a price of $0.40 until March 24, 2023 (3,333,333 Warrants) and March 30, 2023 (455,000 Warrants). The Company paid a cash commission of $79,505 and 373,833 broker units were issued in conjunction with this private placement, with each broker unit exercisable until March 24, 2023 (333,333) and March 30, 2023 (40,500) entitling the holder to acquire one common share at a price of $0.30 and a broker warrant exercisable at $0.40 until March 24 and March 30, 2023, respectively.

From January 1, 2021, to June 30, 2021, 5,238,000 warrants were exercised for proceeds of $326,350.

On April 8, 2021, 750,000 stock options were exercised.

On May 26, 2021, the Company issued 400,000 common shares at deemed value of $78,000 for exploration and project evaluation services.

On December 4, 2020, the Company closed a private placement financing for gross proceeds of $700,000. The financing consisted of the issuance of 11,666,667 Working Capital units at $0.06 per unit. Each working capital unit consists of one common share and one half of one common share purchase warrant (“WC Warrant”). Each WC Warrant entitles the holder to purchase one common share at a price of $0.10 until December 4, 2022. The Company paid a cash commission of $49,000 and 1,166,666 broker units were issued in conjunction with this private placement, with each broker unit exercisable until December 4, 2022, entitling the holder to acquire one common share at a price of $0.10 and a broker warrant exercisable at $0.10 until December 4, 2022.

On November 18, 2020, 1,000,000 warrants were exercised for proceeds of $50,000.

On September 15, 2020, the Company issued 300,000 common shares at deemed value of $18,000 for exploration and project evaluation services.

Stock options

As at June 30, 2021, 9,200,000 common shares were reserved for the exercise of common stock options

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AurCrest Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements June 30, 2021 (Expressed in Canadian dollars)

(“options”) granted to directors, officers, employees and service providers in connection with the Company’s stock option plan (the “Plan”).

The following summary sets out the activity in the Plan:

The following summary sets out the activity in the Plan:
		Weighted
		average
	Options	exercise price
	#	$
Outstanding and exercisable, December 31, 2019	-	-
Granted	8,000,000	0.05
Outstanding and exercisable, December 31, 2020	8,000,000	0.05
Exercised	(750,000)	(0.05)
Granted	1,950,000	0.24
Outstanding and exercisable, June 30, 2021	9,200,000	0.09

On April 6, 2021, the Company granted 1,950,000 stock options at an exercise price of $0.24 exercisable for a period of 5 years. The options vested immediately. The fair value of the options was estimated to be $445,575 using the Black-Scholes option pricing model with the following weighted average assumptions share price - $0.05, dividend yield - 0%; expected volatility – 176%; risk-free interest rate – 0.94%; and an expected life - 5 years.

On July 29, 2020, The Company granted 8,000,000 stock options at an exercise price of $0.05 exercisable for a period of 5 years. The options vested immediately. The fair value of the options was estimated to be $390,400 using the Black-Scholes option pricing model with the following weighted average assumptions share price - $0.05, dividend yield - 0%; expected volatility – 201%; risk-free interest rate – 0.29%; and an expected life - 5 years.

Warrants

Certain issuances of common shares include warrants entitling the holder to acquire additional common shares of the Company. A summary of the warrant activity is as follows:

		Weighted average
	Warrants	exercise price
	#	$
Balance, December 31, 2019	11,200,879	0.055
Issued – private placement	7,583,331	0.10
Exercised	(1,000,000)	0.05
Expired	(1,804,879)	0.05
Balance, December 31, 2020	15,979,331	0.081
Issued – private placement	4,535,999	0.039
Exercised	(5,238,000)	0.065
Expired	(28,000)	0.075
Balance, June 30, 2021	15,249,330	0.18

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AurCrest Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements June 30, 2021 (Expressed in Canadian dollars)

The composition of the outstanding warrants as at June 30, 2021 consists of the following:

			Exercise
	Expiry date	Number	Price
Warrants	March 3, 2022	1,000,000	$0.050
Warrants	May 26, 2022	500,000	$0.050
Warrants	June 30, 2022	300,000	$0.050
Warrants	September 25, 2021	450,000	$0.075
Warrants	December 14, 2021	100,000	$0.075
Warrants	April 9, 2022	200,000	$0.075
Warrants	September 17, 2022	500,000	$0.050
Warrants	December 4, ,2022	5,833,332	$0.100
Warrants	March 24, 2023	3,333,333	$0.400
Warrants	March 30, 2023	455,000	$0.400
Warrants – Broker units	September 17, 2022	40,000	$0.050
Warrants – Broker warrants	September 17, 2022	40,000	$0.050
Warrants – Broker units	December 4, 2022	1,166,666	$0.100
Warrants – Broker warrants	December 4, 2022	583,333	$0.100
Warrants – Broker units	March 24, 2023	333,333	$0.30
Warrants – Broker warrants	March 24, 2023	333,333	$0.40
Warrants – Broker units	March 30, 2023	40,500	$0.30
Warrants–Broker warrants	March 30, 2023	40,500	$0.40
		15,249,330

7. Greenhouse Gas initiatives

On May 8, 2020, the Company signed an Adoption Agreement, whereby the Company, the Lac Seul First Nation (“Lac Seul”) and Blue Source Canada ULC (“Bluesource”) will proceed to develop a forest-based Green House Gas emission sequestration project (the “Project”) on the forested lands on the Lac Seul reserve northwest of Sioux Lookout, Ontario.

On May 15, 2020, the Company signed a Purchase Agreement and a Gross Revenue Royalty Agreement with Star Royalties Ltd. (“Star Royalties”) to sell a 16% gross revenues royalty (the “Royalty”) to Star Royalties. AurCrest was paid $155,000 by Star Royalties pursuant to the Purchase Agreement whereby Star Royalties acquired the right to the Royalty on all funds received by the Company arising from the monetization of the Project.

8. Related party transactions

Compensation of key management and directors

Key management compensation expense includes the Chief Executive Officer, the Executive Vice-President, the Chief Financial Officer.

For the six months ended June 30	2021	2020
	$	$
Management fees	163,000	59,000
Legal fees provided by a law firm related to William Johnstone	59,334	32,985
Share-based compensation	342,750	-
Interest expense	-	975
	565,084	92,960

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AurCrest Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements June 30, 2021 (Expressed in Canadian dollars)

Balances owing as at	June 30	December 31
	2021	2020
	$	$
Legal fees provided by a law firm related to William Johnstone	368,022	440,433
Management fees	181,863	219,389
Directors’ loans	9,519	16,019
Accrued interest on directors’loans	4,023	10,213
	563,427	686,054

These amounts were expensed in the period incurred as administrative and general expenses. The amounts paid and owing are measured at the exchange amount, are non-interest bearing and due on demand.

Directors of the Company have loaned the Company working capital in the amount of $9,520. The loans are in the form of demand promissory notes bearing interest at 10% per annum.

9. General and administrative expenses

For the six months ended June 30	2021	2020
	$	$
Consulting and management fees	163,000	59,000
Professional fees (legal & audit)	68,334	40,985
Shareholder communications, advertising and promotion	22,159	13,687
Regulatory and filing fees	24,003	11,470
Office costs	10,800	2,731
	288,296	127,873

9. Capital management

The mineral properties of the Company are in the exploration and development stage and, as a result, the Company currently has no source of operating cash flow. The Company intends to raise such funds as and when required to complete its projects. There is no assurance that the Company will be able to raise additional funds on reasonable terms. The only sources of future funds presently available to the Company are through the issuance of share and debt instruments. The ability of the Company to arrange such financing in the future will depend in part upon the prevailing capital market conditions as well as the business performance of the Company. There can be no assurance that the Company will be successful in its efforts to arrange additional financing, if needed.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management during the years.

10. Financial instrument risk management

a) Fair value of financial instruments

The carrying value of cash, trade and other payables and due to related party approximates fair value due to the short-term nature of these financial instruments.

As of June 30, 2021, except for cash and short-term investments, none of the Company's financial instruments are recorded at fair value in the statements of financial position. Cash and short-term investments are classified as level 1 fair value.

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AurCrest Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements June 30, 2021 (Expressed in Canadian dollars)

b) Risk management

Credit risk

Credit risk is the risk of loss associated with a counter-party’s inability to fulfill its payment obligations. The Company is exposed to credit risk with respect to its cash. To minimize this risk, cash has been placed with major Canadian financial institutions.

Liquidity risk

Liquidity risk is the risk that the Company cannot meet a demand for cash or fund its obligations as they come due. The Company ensures that there is sufficient capital in order to meet annual business requirements, after taking into account administrative, property holding and exploration budgets, against cash and short-term investments. As at June 30, 2021, the Company has $628,837 in cash and current liabilities of $897,719. As the Company does not have operating cash flow, the Company has and will continue to rely primarily on equity financing to meet its capital requirements.

Market risk

Market risk is the risk that the fair value of, or future cash flows from, the Company’s financial instruments will significantly fluctuate because of changes in market prices. The Company is exposed to market risk in trading its short-term investments and unfavourable market conditions could result in dispositions of investments at less than favourable prices. In addition, most of the Company’s investments are in the resource sector.

Title and rights

The Company has investigated title to all of its exploration properties and, to the best of its knowledge, title to all of its properties, and properties that it has the right to acquire or earn an interest in are in good standing; however, the Company’s properties may be subject to prior unregistered agreements or transfers and title may be affected by undetected defects. These defects could adversely affect the Company’s title to such properties or delay or increase the cost of the development of such properties.

The Company’s properties may also be subject to Indigenous/First Nations or other historical rights that may be claimed on Crown properties or other types of tenure with respect to which mineral rights have been conferred. The Company is not aware of any Indigenous land claims having been asserted or any legal actions relating to issues having been instituted with respect to any of the exploration & evaluation assets in which the Company has an interest. The Company is in ongoing communication with the Indigenous/First Nations communities associated with its properties and is aware of the mutual benefits afforded by co-operative relationships with indigenous people in conducting exploration activity and is supportive of measures established to achieve such co-operation.

COVID-19

Since March 2020, several governmental measures have been implemented in Canada and the rest of the world in response to the coronavirus (COVID-19) pandemic. While the impact of COVID-19 and these measures are expected to be temporary, the current circumstances are dynamic and the impacts of COVID-19 on the Company’s business operations cannot be reasonably estimated at this time. The Company anticipates this could have an adverse impact on its business, results of operations, financial position and cash flows in 2021. The Company continues to operate its business, and in response to Federal and Provincial emergency measures, has requested that its employees and consultants work remotely wherever possible. These government measures, which could include government mandated closures of the Company or its contractors, along with restrictions on access which may be imposed by Aboriginal/First Nations communities associated with the Company’s properties in response to COVID19, could impact the Company’s ability to access its exploration properties and conduct its exploration programs and business in a timely manner. The development of apparently safe and effective vaccines have had a positive effect on the outlook for ending the pandemic however, uptake of the vaccine is in its early stages. The Company is evaluating the best way to move its exploration and other business

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AurCrest Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements June 30, 2021 (Expressed in Canadian dollars)

activities forward during this pandemic and when the emergency measures are lifted.

Corporate Information

Officers

Chris Angeconeb - President, Chief Executive Officer Ian Brodie-Brown – Director, Business Development Errol Farr - Chief Financial Officer William R. Johnstone - Corporate Secretary

Directors

Chris Angeconeb Ian Brodie-Brown Alex Carpenter William R. Johnstone Stan Beardy

Legal Counsel

Gardiner Roberts LLP Toronto, Ontario

Auditors

Wasserman Ramsay Markham, Ontario

Transfer Agent

TSX Trust Company Toronto, Ontario

Exchange Listing

TSX Venture Exchange

Trading Symbol

TSX:V: AGO, FRANKFURT: TM8A, WKN: A0YG1K

Address

22 Adelaide Street West, Suite 3600 Toronto, Ontario, Canada M5H 4E3 Tel: (807) 737-5353 Fax: (416) 865-6636 Email: christopherangeconeb@gmail.com

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