Carbon Done Right Developments Inc. — Audit Report / Information 2020

Mar 23, 2020

Earl Resources Limited

Financial Statements

(Expressed in Canadian Dollars) For the Year Ended December 31, 2019

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Earl Resources Limited:

Opinion

We have audited the financial statements of Earl Resources Limited (the "Company"), which comprise the statements of financial position as at December 31, 2019 and December 31, 2018, and the statements of operations and comprehensive loss, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2019 and December 31, 2018, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial statements, which indicates that the Company incurred a net loss of $92,570 during the year ended December 31, 2019 and has accumulated deficit of $2,135,632 as at December 31, 2019. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audits of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated. We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor's report is Jenny Lee.

Vancouver, British Columbia March 23, 2020

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Chartered Professional Accountants

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Earl Resources Limited Statements of Financial Position (Expressed in Canadian Dollars)

As at December 31, 2019	2018
ASSETS Current Assets Cash and cash equivalents Prepaid expenses $ 94,590 1,250 $	187,136 1,250
TOTAL ASSETS $ 95,840 $	188,386
LIABILITIES and EQUITY Current liabilities Accounts payable and accrued liabilities $ 194 $ Due to relatedparties(Note 7) 140,110	170 140,110
TOTAL LIABILITIES 140,304	140,280
EQUITY Share capital (Note 4) 2,029,668 Share-based payments reserve 61,500 Deficit (2,135,632)	2,029,668 61,500 (2,043,062)
TOTAL EQUITY(DEFICIENCY) (44,464)	48,106
TOTAL LIABILITIES and EQUITY(DEFICIENCY) $ 95,840 $	188,386

Nature of operations, going concern and subsequent events (Notes 1, 2(c) and 11)

Approved on behalf of the Board:

“Paul Larkin”	Director
“Lyle Davis”	Director

See accompanying notes to the financial statements.

Earl Resources Limited

Statements of Operations and Comprehensive Loss (Expressed in Canadian Dollars)

	For the Years Ended December 31,
	2019 2018
EXPENSES Accounting and audit Filing fees Legal Management fees (Note 7) Office administration and expenses (Note 7) Transfer agent fees Travel and business development	$ 12,773 $ 10,111 7,803 26,152 3,526 16,346 31,500 31,500 32,894 32,768 5,306 14,706 - 1,990
	(93,802) (133,573)
Other items Interest income	1,232 1,319
Loss and Comprehensive Loss for the Year	$ (92,570) $ (132,254)
Basic And Diluted Loss Per Share	$ (0.00)$ (0.00)
Weighted Average Number Of Shares Outstanding, Basic and Diluted	32,308,610 27,294,911

See accompanying notes to the financial statements.

Earl Resources Limited Statements of Cash Flows (Expressed in Canadian Dollars)

	For the Years Ended December 31,	For the Years Ended December 31,
	2019	2018
CASH FLOWS FROM OPERATING ACTIVITIES Net loss for the year Changes in non-cash working capital items: (Increase) decrease in prepaid expenses Increase (decrease) in accounts payable and accrued liabilities	$ (92,570) - 24 $ (132,254) (1,250) (31,470)
Cash used in operatingactivities	(92,546)	(164,974)
CASH FLOWS FROM FINANCING ACTIVITIES Repayments to related parties Privateplacement financing,net of issuance costs	- -	(11,016) 30,488
Cashprovided byfinancingactivities	-	19,472
Decrease in cash and cash equivalents during the year Cash and cash equivalents, beginning of theyear	(92,546) 187,136	(145,502) 332,638
Cash and cash equivalents, end of theyear	$ 94,590	$ 187,136
Supplementary cash flow information Interest received	$ 1,922	$ 1,319

See accompanying notes to the financial statements.

Earl Resources Limited

Statements of Changes in Equity

(Expressed in Canadian Dollars, except Number of Shares)

Number of Shares Share Capital Share Subscriptions Received Share-based Payments Reserve	Deficit Total Equity (Deficiency)
Balance, December 31, 2017 2,308,610 $ 532,580 $ 1,466,600 $ 61,500 Private placement financing 30,000,000 1,500,000 (1,466,600) - Share issuance costs Net and comprehensive loss for the year - - (2,912) - - - - -	$ (1,910,808) $ 149,872 - 33,400 - (132,254) (2,912) (132,254)
Balance, December 31, 2018 Net and comprehensive loss for the year 32,308,610 - 2,029,668 - - - 61,500 -	(2,043,062) (92,570) 48,106 (92,570)
Balance, December 31, 2019 32,308,610 $ 2,029,668 $ - $ 61,500	$ (2,135,632) $ (44,464)

See accompanying notes to the financial statements.

Earl Resources Limited Notes to Financial Statements For the year ended December 31, 2019 (Expressed in Canadian Dollars)

1. Nature of Operations and Continuance of Operations

Earl Resources Limited (the “Company”) was incorporated under the British Columbia “Companies Act” as a Specialty Limited Company on November 21, 1963. In July 1998, it continued to the Cayman Islands. In February 2018, it continued back to British Columbia. The Company is currently inactive with limited operations and is in the process of seeking business opportunities. The head office and principal address of the Company is located at Suite 615 – 800 West Pender Street, Vancouver, BC, Canada, V6C 2V6. In March 2018, the Company consolidated its share capital on a 3 to 1 basis. All share and per share amounts have been restated to reflect the consolidation.

The Company’s ability to continue as a going concern is dependent upon its ability to continue raising equity financing, to identify, evaluate and negotiate a participation in, or an investment of an interest in a fundamental acquisition. Such an acquisition will be subject to regulatory approval and may be subject to shareholder approval. In order to continue as a going concern and meet its corporate objectives, the Company will require additional financing through debt or equity issuances or other available means. There is no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. These financial statements do not reflect the adjustments to the carrying value of assets and liabilities, or the impact on the statement of operations and comprehensive loss and financial position classifications that would be necessary were the going concern assumption not appropriate.

At December 31, 2019, the Company has a cumulative deficit of $2,135,632 (December 31, 2018 - $2,043,062) and has incurred recurring losses. There can be no assurance that a viable business opportunity that can be adequately financed will be identified and available to the Company. Additional equity and/or debt financing is subject to the global financial markets and prevailing economic conditions, which have recently been volatile and distressed. These factors will likely make it more challenging to obtain financing for the Company going forward. These matters and conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as going concern.

2. Significant Accounting Policies

a) Statement of Compliance

The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

The financial statements of the Company for the year ended December 31, 2019 were authorized for issue in accordance with a resolution of the directors on March 23, 2020.

Earl Resources Limited Notes to Financial Statements For the year ended December 31, 2019 (Expressed in Canadian Dollars)

2. Significant Accounting Policies (cont’d...)

b) Basis of Preparation

These financial statements have been prepared on a going concern basis, under the historical cost convention and using the accrual basis of accounting, except for cash flow information.

c) Significant Accounting Judgments, Estimates and Assumptions

The preparation of these financial statements in conformity of IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.

In particular, information about significant areas of estimation uncertainty considered by management in preparing the financial statements is described below:

Share-based payment

The Company uses the Black-Scholes option pricing model to calculate the fair value of share purchase options at the date of grant. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behavior), expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value. Changes in these assumptions can materially affect the fair value estimate.

Earl Resources Limited Notes to Financial Statements For the year ended December 31, 2019 (Expressed in Canadian Dollars)

2. Significant Accounting Policies (cont’d...)

c) Significant Accounting Judgments, Estimates and Assumptions (cont’d...)

Significant areas of critical judgments in applying accounting policies that have the most significant effect on the amount recognized in the statements of financial position are:

Going concern

Management has applied judgments in the assessment of the Company’s ability to continue as a going concern when preparing its financial statements for the year ended December 31, 2019. Management prepares the financial statements on a going concern basis unless management either intends to liquidate the entity or to cease trading, or has no realistic alternative but to do so. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. Management considered a wide range of factors relating to current and expected profitability, debt repayment schedules and potential sources of replacement financing. As a result of the assessment, management concluded there is significant doubt as to the ability of the Company to meet its obligations as they fall due and, accordingly, the ultimate appropriateness of the use of accounting principles applicable to a going concern.

d) Foreign Currencies

The Company's functional and presentation currency is the Canadian dollar as this is the principal currency of the economic environment in which operates. Transactions in foreign currencies (currencies other than Canadian dollars) are initially recorded in the Company’s functional currency at the exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the end of each reporting period. All gains and losses on translation of these foreign currency transactions are included in profit or loss.

e) Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand, deposits in banks and highly liquid instruments which are readily convertible into cash with maturities of three months or less when purchased. At December 31, 2019, the Company held $50,428 (December 31, 2018 - $151,117) in a variable-rate guaranteed investment certificate at a major Canadian financial institution that is redeemable at any time.

Earl Resources Limited Notes to Financial Statements For the year ended December 31, 2019 (Expressed in Canadian Dollars)

2. Significant Accounting Policies (cont’d...)

f) Financial Instruments

Financial assets

Recognition and initial measurement

The Company recognizes financial assets when it becomes party to the contractual provisions of the instrument. Financial assets are measured initially at their fair value plus, in the case of financial assets not subsequently measured at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Transaction costs attributable to the acquisition of financial assets subsequently measured at fair value through profit or loss are expensed in profit or loss when incurred.

Classification and subsequent measurement

Subsequent to initial recognition, all financial assets are classified and subsequently measured at amortized cost. The Company determines the classification of its financial assets, together with any embedded derivatives, based on the business model for managing the financial assets and their contractual cash flow characteristics.

Financial assets measured at amortized cost are composed of cash and cash equivalents.

The Company reclassifies debt instruments only when its business model for managing those financial assets has changed. Reclassifications are applied prospectively from the reclassification date and any previously recognized gains, losses or interest are not restated.

Impairment

The Company recognizes a loss allowance for the expected credit losses associated with its financial assets, other than debt instruments measured at fair value through profit or loss and equity investments. Expected credit losses are measured to reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions and forecasts of future economic conditions.

The date the Company commits to purchasing a financial asset is considered the date of initial recognition for the purpose of applying the Company’s accounting policies for impairment of financial assets.

Derecognition of financial assets

The Company derecognizes a financial asset when its contractual rights to the cash flows from the financial asset expire.

Earl Resources Limited Notes to Financial Statements For the year ended December 31, 2019 (Expressed in Canadian Dollars)

2. Significant Accounting Policies (cont’d...)

• f) Financial Instruments (cont’d...)

Financial liabilities

Recognition and initial measurement

The Company recognizes a financial liability when it becomes party to the contractual provisions of the instrument. Financial liabilities consist of accounts payable and accrued liabilities and due to related parties. At initial recognition, the Company measures financial liabilities at their fair value plus transaction costs that are directly attributable to their issuance, with the exception of financial liabilities subsequently measured at fair value through profit or loss for which transaction costs are immediately recorded in profit or loss.

Classification and subsequent measurement

Subsequent to initial recognition, all financial liabilities are measured at amortized cost using the effective interest rate method. Interest, gains and losses relating to a financial liability are recognized in profit or loss.

Derecognition of financial liabilities

The Company derecognizes a financial liability only when its contractual obligations are discharged, cancelled or expire.

Interest

Interest income and expense are recognized in profit or loss using the effective interest method. The ‘effective interest rate’ is the rate that exactly discounts estimated future cash payments over the expected life of the financial instrument to the gross carrying amount of the financial asset or the amortized cost of the financial liability. The effective interest rate is calculated considering all contractual terms of the financial instruments, except for the expected credit losses of financial assets.

The ‘amortized cost’ of a financial asset or financial liability is the amount at which the instrument is measured on initial recognition minus principal repayments, plus or minus any cumulative amortization using the effective interest method of any difference between the initial amount and maturity amount and adjusted for any expected credit loss allowance. The ‘gross carrying amount’ of a financial asset is the amortized cost of a financial asset before adjusting for any expected credit losses.

Interest income and expense is calculated by applying the effective interest rate to the gross carrying amount of the financial asset (when the asset is not credit-impaired) or the amortized cost of the financial liability.

Earl Resources Limited Notes to Financial Statements For the year ended December 31, 2019 (Expressed in Canadian Dollars)

2. Significant Accounting Policies (cont’d...)

f) Financial Instruments (cont’d...)

Where a financial asset has become credit-impaired subsequent to initial recognition, interest income is calculated in subsequent periods by applying the effective interest method to the amortized cost of the financial asset. If the asset subsequently ceases to be credit-impaired, calculation of interest income reverts to the gross basis.

g) Warrants

Proceeds from issuances by the Company of units consisting of shares and warrants are allocated based on the residual method, whereby the carrying amount of the warrants is determined based on any difference between gross proceeds and the estimated fair market value of the shares. If the proceeds from the offering are less than or equal to the estimated fair market value of shares issued, a nil carrying amount is assigned to the warrants.

h) Share-based Compensation

The Company grants stock options to buy common shares of the Company to directors, officers and employees. The board of directors grants such options for periods of up to ten (10) years, with vesting periods determined at its sole discretion and at prices equal to the Discounted Market Price, as calculated pursuant to the policies of the TSX Venture Exchange (the “Exchange”), or such other minimum price as may be required by the Exchange.

The fair value is measured at grant date and each tranche is recognized on a graded basis over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of stock options that are expected to vest.

Where the terms of a stock option is modified, the minimum expense recognized is the expense as if the terms had not been modified. An additional expense is recognized for any modification which increases the total fair value of the share-based compensation arrangement or is otherwise beneficial to the employee as measured at the date of modification over the remaining vesting period.

Earl Resources Limited Notes to Financial Statements For the year ended December 31, 2019 (Expressed in Canadian Dollars)

2. Significant Accounting Policies (cont’d...)

i) Income Taxes

Income tax on the profit or loss for the periods presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to a business combination or items recognized directly in equity or in other comprehensive income or loss.

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is provided using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, differences relating to investments in subsidiaries and associates to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the financial position reporting date applicable to the period of expected realization or settlement.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

j) Earnings (Loss) Per Share

The Company presents basic and diluted earnings/loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted earnings/loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive.

k) Comprehensive Income (Loss)

Comprehensive income (loss) is the overall change in the net assets of the Company for a period, other than changes attributable to transactions with shareholders. It is made up of net income (loss) and other comprehensive income (loss). The historical make up of net income (loss) has not changed. Other comprehensive income (loss) includes gains or losses, which generally accepted accounting principles requires be recognizing in a period but excluding from net income for that period.

Earl Resources Limited Notes to Financial Statements For the year ended December 31, 2019 (Expressed in Canadian Dollars)

2. Significant Accounting Policies (cont’d...)

l) Related Party Transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control, related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

3. Newly Adopted Accounting Standards and Future IFRS Standards and Interpretations Issued But Not Yet Effective

Newly Adopted Accounting Standards

IFRS 16 Leases

On January 13, 2016, the IASB issued IFRS 16 Leases. IFRS 16 standard introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. A lessee is required to recognize a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments.

This standard substantially carries forward the lessor accounting requirements of IAS 17, while requiring enhanced disclosures to be provided by lessors. Other areas of the lease accounting model have been impacted, including the definition of a lease. Transitional provisions have been provided. The new standard is effective for annual periods beginning on or after January 1, 2019. The Company elected to account for its Vancouver office lease as short-term and has thus not recognized a right-of-use asset and corresponding lease liability for this arrangement. There is no impact from the adoption of IFRS 16 on the Company’s financial statements.

IFRIC 23 Uncertainty over Income Tax Treatments

In June 2017, the International Accounting Standards Board (IASB) issued a new International Financial Reporting Interpretations Committee (IFRIC) interpretation, incorporated into Part I of the CPA Canada Handbook – Accounting by the Accounting Standards Board (AcSB) in September 2017, to specify how to reflect the effects of uncertainty in accounting for income taxes. IAS 12 Income Taxes provides requirements on the recognition and measurement of current or deferred income tax liabilities and assets. However, it does not provide a specific requirement for the accounting for income tax when the application of tax law to a particular transaction or circumstance is uncertain. As a result, the interpretation aims to reduce the diversity in how entities recognise and measure a tax liability or tax asset when there is uncertainty over income tax treatments. The new interpretation is effective for annual periods beginning on or after January 1, 2019. Earlier application is permitted. Management has concluded that there is no impact on the adoption of this guidance because there is no significant uncertainty in accounting for income taxes of the Company.

Earl Resources Limited Notes to Financial Statements For the year ended December 31, 2019 (Expressed in Canadian Dollars)

3. Newly Adopted Accounting Standards and Future IFRS Standards and Interpretations Issued But Not Yet Effective (cont’d...)

Future IFRS Standards and Interpretations Issued But Not Yet Effective

Management has reviewed and determined that the new accounting standards and interpretations mandatory after the December 31, 2019 reporting period are not relevant to the Company.

4. Share Capital

• (a) Authorized: Unlimited number of common shares without par value. In February 2018, the Company completed its continuation from Cayman Islands to British Columbia, Canada. Before the continuation to BC, the Company had authorized common shares of 100,000,000 without par value. After the continuation, the Company is authorized to have unlimited number of shares without par value.

(b) Issued Share Capital

At December 31, 2019, the issued share capital of the Company was 32,308,610 common shares (December 31, 2018 – 32,308,610 common shares). In March 2018, following the 3 to 1 consolidation of its Common Shares, the Company completed a 30,000,000 Unit non-brokered private placement financing at $0.05 per Unit for gross proceeds of $1,500,000. Each Unit consisted of a Share and a whole Warrant, each Warrant entitling the holder to purchase an additional Share for an exercise price of $0.10 per Share up to one year from issuance. The proceeds, after payment of outstanding liabilities, were allocated to working capital.

• (c) Warrants

Share purchase warrant transactions are summarized as follows:

				Weighted	Weighted
				Average
				Exercise
			Number		Price
Outstanding, December	31,	2017	-	$	-
Issued			30,000,000		0.10
Outstanding, December	31,	2018	30,000,000		0.10
Expired			(30,000,000)		0.10
Outstanding, December	31,	2019	-	$	-

Earl Resources Limited Notes to Financial Statements For the year ended December 31, 2019 (Expressed in Canadian Dollars)

5. Share-Based Payments

The Company has a share option plan approved by the shareholders on November 10, 2010 that allows it to grant options, subject to regulatory terms and approval, to its officers, directors, employees, and service providers. The share option plan (the "2010 Rolling Option Plan") is based on the maximum number of eligible shares equaling a rolling percentage of up to 10% of the Company's outstanding common shares, calculated from time to time.

Pursuant to the 2010 Rolling Option Plan, if outstanding options are exercised, or expired, and/or the number of issued and outstanding common shares of the Company increases, then the options available to grant under the plan increase proportionately. The exercise price of each option is set by the Board of Directors at the time of grant but cannot be less than the Discounted Market Price, as calculated pursuant to the policies of the Exchange, or such other minimum price as may be required by the Exchange.

Options can have a maximum term of ten (10) years and typically terminate 90 days following the termination of the optionee’s employment or engagement, except in the case of retirement or death. Vesting of options is at the discretion of the Board of Directors at the time the options are granted.

At December 31, 2019 and December 31, 2018, there were no stock options outstanding. During the years ended December 31, 2019 and December 31, 2018, the Company did not grant any stock options.

6. Basic and Diluted Earnings (Loss) Per Share

The calculation of basic and diluted loss per share for the year ended December 31, 2019 was $0.00 (December 31, 2018 – $0.00) based on the loss attributable to common shareholders of $95,570 (December 31, 2018 – $132,254) and a weighted average number of common shares outstanding of 32,308,610 (December 31, 2018 – 27,294,911).

7. Related Party Transactions

The directors and/or senior officers transacted with the Company in the reporting period. The terms and conditions of the transactions with key management personnel and their related parties were no more favorable than those available, or which might reasonably be expected to be available, on similar transactions to non-key management personnel related entities on an arm’s length basis.

Earl Resources Limited Notes to Financial Statements For the year ended December 31, 2019 (Expressed in Canadian Dollars)

7. Related Party Transactions (cont’d...)

The aggregate value of transactions and outstanding balances relating to key management personnel were as follows:

Management fees Accounting fees Administration fees Rent	Management fees Accounting fees Administration fees Rent	Year Ended December 31 2019
		$ 31,500 $ 31,500 2,100 - 18,900 18,900 12,600 12,600
		$ 65,100 $ 63,000
	Related party payables	December 31, December 31, 2019 2018 $ 140,110 $ 140,110
	New Dawn Holdings Ltd.

New Dawn Holdings Ltd. is a private company wholly-owned by Paul Larkin, the President, CEO and a Director of the Company.

8. Capital Risk Management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development of any identified business opportunities and to maintain a flexible capital structure for the benefit of its stakeholders.

The Company includes equity, comprised of issued share capital, reserves and deficit, in the definition of capital.

The Company manages the capital structure and makes adjustments to it in light of changes in the economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, enter into joint venture arrangements, acquire or dispose of assets or adjust the amount of cash.

The Board of Directors does not establish quantitative return on capital criteria for management; but rather promotes year over year sustainable growth. The Company is not subject to externally imposed capital requirements. There has been no change with respect to the overall capital risk management strategy during the years ended December 31, 2019 and December 31, 2018.

Earl Resources Limited Notes to Financial Statements For the year ended December 31, 2019 (Expressed in Canadian Dollars)

9. Financial Instruments and Risk Factors

a) Fair Value

The fair value of cash and cash equivalents, accounts payable and accrued liabilities and due to related parties approximate their carrying values due to the short-term nature of these instruments.

The Company classifies its fair value measurements within a fair value hierarchy, which reflects the significance of the inputs used in making the measurements as defined in IFRS 7 – Financial Instruments – Disclosures:

• Level 1 - Unadjusted quoted prices at the measurement date for identical assets or liabilities in active markets. The Company’s cash and cash equivalent are measured as level 1 inputs.

• Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

• Level 3 - Significant unobservable inputs which are supported by little or no market activity.

b) Credit Risk

Credit risk is the risk of loss associated with counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash and cash equivalents which are held in large Canadian financial institutions. The Company believes this credit risk is insignificant.

c) Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations when they become due. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. At December 31, 2019, the Company had a cash and cash equivalent balance of $94,590 (December 31, 2018 - $187,136) to settle current liabilities of $140,304 (December 31, 2018 - $140,280). In general, the Company’s financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms.

d) Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has cash balances and no interest-bearing debt. The Company believes it has no significant interest rate risk.

Earl Resources Limited Notes to Financial Statements For the year ended December 31, 2019 (Expressed in Canadian Dollars)

10. Income Taxes

	December 31, 2019	December 31,2018
	$	$
Net loss before tax	(92,570)	(132,254)
Statutorytax rate	27.00%	27.00%
Expected income tax (recovery)	(24,994)	(35,709)
Non-deductible items	-	8,422
Share issuance costs	-	(787)
Change in deferred tax asset not recognized	24,994	28,072
Total tax expense(recovery)	-	-

Since the Company completed its continuation from Cayman Islands to British Columbia, Canada in February 2018, the Company will be subject to Canadian taxes at 27%.

Deferred taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their corresponding values for tax purposes. The unrecognized deductible temporary differences at December 31, 2019 and 2018 are as follows:

	December 31, 2019	December 31,2018
	$	$
Share issuance costs	1,809	2,391
Cumulative eligible capital	11,662	11,662
Non-capital loss carryforwards	183,071	89,919
Total unrecognized deductible temporary
differences	196,542	103,972

As at December 31, 2019, the Company has not recognized a deferred tax asset in respect of noncapital loss carry forwards of approximately $183,071 (2018: $89,919) which may be carried forward to apply against future year income tax for Canadian income tax purposes, subject to the final determination by taxation authorities, expiring from 2038 to 2039.

Earl Resources Limited Notes to Financial Statements For the year ended December 31, 2019 (Expressed in Canadian Dollars)

11. Subsequent Events

Subsequent to year ended December 31, 2019, the COVID-19 pandemic has caused significant and negative impact to the global financial market. The Company continues to monitor and assess the impact on its business activities. The potential impact is uncertain, and it is difficult to reliably measure the extent of the effect of the COVID-19 pandemic on future financial results.