Cariboo Rose Resources Ltd. — Interim / Quarterly Report 2022

Jul 29, 2021

CARIBOO ROSE RESOURCES LTD.

Condensed Interim Financial Statements

For the three months ended May 31, 2021 and 2020 Unaudited (Expressed in Canadian dollars)

110-325 Howe Street, Vancouver, B.C. V6C 1Z7 Tel: (604) 681-7913 Fax: (604) 681-9855

NOTICE TO READER:

These condensed interim financial statements have not been reviewed by the Company's external auditors. These statements have been prepared by and are the responsibility of the Company’s management.

Cariboo Rose Resources Ltd. Condensed Interim Statements of Financial Position

(Unaudited – Expressed in Canadian dollars)

	May 31, 2021	February 28, 2021
ASSETS
Current
Cash and cash equivalents	$ 1,386,273	$ 1,505,082
Accounts receivable	74,419	19,360
Option proceeds receivable	-	20,000
	1,460,692	1,544,442
Investments(Note 4)	9,457	7,964
Exploration and evaluation assets(Note 3)	873,151	788,202
Project deposits(Note 3)	30,750	30,750
Equipment	9,451	9,451
Right-of-use asset(Note 5)	131,210	138,910
Receivable from Eastfield Resources Ltd.(Note 9)	12,000	12,000
	$ 2,526,711	$2,531,719
LIABILITIES
Current
Accounts payable and accrued liabilities	$ 63,572	$ 41,640
Lease obligations - current (Note 5)	25,000	28,550
Payable to related parties (Note 9)	20,729	14,089
	109,301	84,279
Lease obligations–long term (Note 5)	121,806	124,220
	231,107	208,499
SHAREHOLDERS’ EQUITY
Share capital(Note 6)	2,452,640	2,452,640
Warrant reserve(Note 6)	510,937	510,937
Options reserve(Note 6)	364,928	364,928
Accumulated other comprehensive loss	(10,021)	(11,514)
Deficit	(1,022,880)	(993,771)
	2,295,604	2,323,220
	$ 2,526,711	$2,531,719

The accompanying notes are an integral part of these financial statements.

Cariboo Rose Resources Ltd. Condensed Interim Statements of Loss and Comprehensive Loss For the Three Months Ended May 31, 2021 and 2020

(Unaudited – Expressed in Canadian dollars)

	2021	2020
Expenses
Depreciation (Note 5)	$ 7,700	$ 7,630
Consulting	8,000	8,050
Interest and bank charges	45	82
Investor relations	1,123	6,761
Office	1,239	1,424
Salaries and benefits	6,399	6,071
Transfer and filing fees	1,472	977
Loss before the following	25,978	30,995
Other (income)/expense
Interest income	(9)	(7)
Interest expense on lease obligations (Note 5)	3,140	3,510
Other Income	-	(1,930)
NET LOSS	29,109	32,568
OTHER COMPREHENSIVE (INCOME) LOSS
Items that will not be reclassified to net income or loss
Change in fair value of equity investments (Note 4)	(1,493)	(3,625)
COMPREHENSIVE LOSS	27,616	$ 28,943
BASIC AND DILUTED LOSS PER SHARE	0.001	0.001
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING– basic and diluted	47,461,888	47,461,888

The accompanying notes are an integral part of these financial statements.

Cariboo Rose Resources Ltd. Condensed Interim Statements of Changes in Shareholders’ Equity For the Three Months Ended May 31, 2021 and 2020

(Unaudited – Expressed in Canadian dollars)

					Accumulated
	Number of	Share	Warrant	Options	Other		Total
	Common	Capital	Reserve	Reserve	Comprehensive		Shareholders’
	Shares	(Note 6)	(Note 6)	(Note 6)	(Loss)/Income	Deficit	Equity
Balances, February 29, 2020	47,461,888	$ 2,452,640	$ 510,937	$ 364,928	$ (786,932)	$ (78,187)	$ 2,463,386
Reclassification of realized loss on disposal of
investment (Note 4)	-	-	-	-	765,571	(765,571)	-
Change in fair value of investments (Note 4)	-	-	-	-	3,625	-	3,625
Net loss for the period	-	-	-	-	-	(32,568)	(32,568)
Balances, May 31, 2020	47,461,888	$ 2,452,640	$ 510,937	$ 364,928	$ (17,736)	$ (876,326)	$ 2,434,443
Change in fair value of investments (Note 4)	-	-	-	-	6,222		6,222
Net loss for the period	-	-	-	-	-	(117,445)	(117,445)
Balances, February 28, 2021	47,461,888	$ 2,452,640	$ 510,937	$ 364,928	$ (11,514)	$ (993,771)	$ 2,323,220
Change in fair value of investments (Note 4)	-	-	-	-	1,493	-	1,493
Net loss for the period	-	-	-	-	-	(29,109)	(29,109)
Balances, May 31, 2021	47,461,888	$ 2,452,640	$ 510,937	$ 364,928	$ (10,021)	$ (1,022,880)	$ 2,295,604

The accompanying notes are an integral part of these financial statements.

Cariboo Rose Resources Ltd.

Condensed Interim Statements of Cash Flows For the Three Months Ended May 31, 2021 and 2020 (Unaudited – Expressed in Canadian dollars)

	2021	2020
Cash provided by (used in)
Operating activities
Net (loss)	$ (29,109)	$ (32,568)
Adjustments to reconcile net (income) loss from operating activities:
Depreciation	7,700	7,630
Other Income	-	(1,930)
Interest expense on lease obligations	3,140	3,510
	(18,269)	23,358
Changes in non-cash working capital components
Accounts receivable	(55,059)	2,589
Accounts payable and accrued liabilities	21,932	(4,211)
Option proceeds receivable	20,000
Payable to related parties	6,640	(14,678)
	(24,756)	(39,658)
Investing activities
Purchase of equipment	-	(12,931)
Mineral property acquisition costs	(138)	(602)
Mineral property exploration expenditures	(84,811)	(24,544)
Mineral property option proceeds		20,000
Proceeds from sale of investment		1,526,275
	(84,949)	1,508,198
Financing activities
Lease payments	(9,104)	(9,598)
INCREASE IN CASH AND CASH EQUIVALENTS	(118,809)	1,458,942
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	1,505,082	379,897
CASH AND CASH EQUIVALENTS, END OF PERIOD	$ 1,386,273	$ 1,838,839
Supplemental cash flow information
Interest received	$ 9	$ 7
Interest paid	3,140	3,510

The accompanying notes are an integral part of these financial statements.

Cariboo Rose Resources Ltd. Notes to the Condensed Interim Financial Statements For the Three Months Ended May 31, 2021 and 2020 (Expressed in Canadian dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

Cariboo Rose Resources Ltd. (the “Company”) is incorporated in the Province of British Columbia. Its principal business activities are the acquisition and exploration of gold, copper and other precious and base metal properties in Canada. The Company is in the process of actively exploring its mineral properties and has not yet determined whether these properties contain ore reserves that are economically recoverable. The Company is considered to be in the exploration stage and does not have operating cash flows.

The Company’s shares are listed for trading on the TSX-Venture Exchange (the “Exchange”) under the symbol CRB. Its registered office is located at 110-325 Howe Street, Vancouver, British Columbia V6C 1Z7.

These financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations. The ability of the Company to fund its potential future operations and commitments is dependent upon the ability of the Company to obtain additional financing. There is a risk that additional financing will not be available on a timely basis or on terms acceptable to the Company. These financial statements do not reflect the adjustments or reclassifications that would be necessary if the Company were unable to continue operations. Such adjustments and reclassifications could be material.

On March 11, 2020, the World Health Organization declared the COVID-19 coronavirus outbreak a pandemic. The spread of COVID-19 has created significant volatility in the Canadian and world markets and has the potential to have a significant and far-reaching effect on the Canadian and world economies, interest rates, and other financial measures. The Company will continue to monitor the ongoing developments regarding the COVID-19 pandemic and the potential impact on the Company’s financial statements.

2. BASIS OF PREPARATION

Statement of Compliance

These condensed interim financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting of International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). The condensed interim financial statements should be read in conjunction with the Company’s annual financial statements for the year ended February 28, 2021, which have been prepared in accordance with IFRS.

These financial statements were approved for issue by the Company’s board of directors on July 29, 2021

Accounting estimates and judgments

The preparation of these interim condensed financial statements required management to make estimates, judgments and assumptions that affect the reported amounts and other disclosures in these financial statements. Estimates and the underlying assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions.

Estimates and the underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and further periods if the review affects both current and future periods.

Critical estimates are estimates and assumptions made by management that may result in material adjustments to the carrying amount of assets and liabilities within the next financial year. Critical estimates used in the preparation of these financial statements include, among others, the impairment of carrying values of equipment and exploration and evaluation assets, the determination of realizable amounts of deferred tax assets and liabilities, and the initial measurement at fair value for equity instruments and share-based compensation.

Cariboo Rose Resources Ltd. Notes to the Condensed Interim Financial Statements For the Three Months Ended May 31, 2021 and 2020 (Expressed in Canadian dollars)

2. BASIS OF PREPARATION (continued)

Accounting estimates and judgments (continued)

Critical accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments. Critical accounting judgments include the expected economic lives of and the estimated future operating results and net cash flows from equipment and the identification of potential indicators of impairment for exploration and evaluation assets.

3. EXPLORATION AND EVALUATION ASSETS

Acquisition and exploration expenditures incurred on mineral properties for the three months ended May 31, 2021 and May 31, 2020 are as follows:

ACQUISITION COSTS Balance, beginning of period Incurred during period Balance, end of period EXPLORATION EXPENDITURES Expenditures for the year: Communications Equipment and vehicle rentals Field equipment Food and accommodations Freight Geological Geophysical Professional fees and field crews Transportation and fuel Other Balance, beginning of period Balance, end of period OPTION PROCEEDS Balance, beginning of period Disposal of mineral property Balance, end of period TOTAL	2021 2020 $ 145,451 $ 144,642 138 602
	145,589 145,244
	- 375 480 19 467 - 602 - 24 - 338 - 61,438 - 21,035 23,388 353 23 74 739
	84,811 24,544 886,439 673,419
	971,250 697,963
	(243,688) (203,688) - (20,000)
	(243,688) (223,688)
	$ 873,151 $ 619,519

Carbonate Hosted Gold Project, Clinton Mining Division, British Columbia (6 claims covering 3,302 hectares)

On March 23, 2020 the company entered into an agreement with Black Shield Metals Corp. whereby Black Shield may earn a 60% interest in the Carbonate Hosted Gold Project by expending $1,500,000 in exploration and making option payments of $300,000 over a 66 month term. Upon earning a 60% interest Black Shield may increase its interest to 70% by making further payments totaling $500,000 and completing a feasibility study within a further 24 months.

Cariboo Rose Resources Ltd. Notes to the Condensed Interim Financial Statements For the Three Months Ended May 31, 2021 and 2020 (Expressed in Canadian dollars)

3. EXPLORATION AND EVALUATION ASSETS (continued)

Cowtrail Property, Cariboo Mining Division, British Columbia (32 claims covering 4,400 hectares)

In 2011 Dajin Resources Corp. (“Dajin”) earned a 65% interest in the Cowtrail property by completing $1,000,000 in exploration expenditures, issuing 50,000 shares and paying $110,000 in cash to the Company. In March 2018 Dajin transferred its interest in the Cowtrail property to Cariboo Rose subject to a requirement to share any third party option proceeds with Dajin on a 50%-50% basis for a period of three years. Other than this requirement Cariboo Rose now owns a 100% interest in the project.

Carruthers Pass Project, Omineca Mining Division, British Columbia (8 claims covering 3,250 hectares)

The Company acquired a 100% interest in the 3,250-hectare Carruthers Pass property from Freeport McMoRan Explorations (“Freeport”) by completing $750,000 in exploration expenditures and issuing $120,000 in shares and cash. Freeport retains a 2.5% net smelter royalty interest, which may be reduced to 1% with a cash payment by the Company of $1,500,000.

In March 2021 the Company entered into an option agreement with Vizsla Copper Corp. that grants Vizsla Copper the right to earn a 60-per-cent interest in the Carruthers Pass project. To complete the option, Vizsla Copper is required to complete $3-million in exploration and make $650,000 in option payments over a five-year term.

Coquigold Project, Nicola Mining Division, British Columbia, (12 claims covering 1,497 hectares)

The company has staked three claim blocks, subsequently consolidated into two blocks, adjacent to the Coquihalla Highway in response to the recent success being achieved at the Shovelnose gold project owned and operated by Westhaven Ventures Inc. The claims have attributes identified by the BC Geological survey which suggest they are targets for epithermal precious metal mineralization.

Koster Dam Project, Clinton Mining Division, British Columbia (10 claims covering 4,535 hectares)

On June 30, 2017, the Company entered into an option agreement with Oakley Ventures Inc. (“Oakley Ventures”), whereby Oakley Ventures can earn a 45% interest in the Koster Dam project by completing $110,495 in exploration work within 12 months. Oakley can then increase its ownership from 45% to 50% with a payment of $50,000.

In October 2020 Ameriwest exercised their option to acquire a 45% interest in the Koster Dam project upon completion of certain required qualifying expenditures pursuant to a restated and amended option and joint venture agreement dated October 26, 2018.

Pat Claims, Cariboo Mining Division, British Columbia (2 claims covering 1,330 hectares)

The Company owns an undivided 100% interest in the Pat claims and is seeking an option partner to continue exploration.

Lightning Strike Project, Clinton Mining Division, British Columbia (14 claims covering 3,735 hectares)

The Company has staked 14 claims covering 3,735 hectares, 60 kilometres northeast of the community of 100 mile house, BC.

Cariboo Rose Resources Ltd. Notes to the Condensed Interim Financial Statements For the Three Months Ended May 31, 2021 and 2020 (Expressed in Canadian dollars)

3. EXPLORATION AND EVALUATION ASSETS (continued)

Project Deposits

$30,750 in term deposits, bearing interest at rates ranging from 0.20% to 0.75% and maturing between June 8, 2021 and March 7, 2022, are provided as reclamation bonds for the above mineral properties. The term deposits will continue to be renewed to comply with the requirements of the BC Ministry of Energy, Mines and Petroleum Resources (the “Ministry”). As these reclamation bonds are required to be in place while the Company has ownership of these mineral properties, they are recorded as non-current assets.

4. INVESTMENTS

The Company has the following investments in equity instruments:

Consolidated Woodjam Copper Corp. Less: non-current portion	May 31, 2021 February 28, 2021
	Number of Shares Cost Fair Value Number of Shares Cost Fair Value 49,772 $ 19,478 $ 9,457 49,772 $ 19,478 $ 7,964 (19,478) (9,457) (19,478) (7,964)
Current portion	$- $- $- $-

The Company has irrevocably designated these investments in equity instruments as measured at FVOCI rather than FVTPL as they are not held for trading and the FVOCI classification is considered more appropriate for these strategic investments. The fair value of these equity investments is based on quoted market prices at the reporting dates. The current portion relates to those investments which the Company is reasonably likely to sell within the next 12 months.

5. RIGHT-OF-USE ASSET AND LEASE OBLIGATIONS

The Company leases office space under a lease agreement which expires on June 30, 2025. The Company’s right-ofuse asset and estimated future lease payments over the remaining term of the lease are:

Right-of-use Asset Balance February 29, 2020 Remeasure adjustment Additions Balance February 28, 2021 Additions Balance May 31, 2020 Lease Obligations 2021 2022 to 2025 Total future payments Less: interest Lease obligations Less: current portion Lease obligations – long term	Cost Accumulated Depreciation Carrying Amount
	$ 192,042 $ (29,244) $ 162,798 6,880 6,880 - (30,768) (30,768)
	$ 198,922 $ (60,012) $ 138,910 - (7,700) (7,700)
	$ 198,922 $ (67,712) $ 131,210
	$ 29,263 142,043 171,306 (24,500) 146,806 (25,000) $ 121,806

Cariboo Rose Resources Ltd. Notes to the Condensed Interim Financial Statements For the Three Months Ended May 31, 2021 and 2020 (Expressed in Canadian dollars)

6. SHARE CAPITAL

Authorized

Unlimited common shares without par value Unlimited preferred shares without par value

Share Purchase Options

The Company issues options to directors, officers, and employees of the Company, and persons who provide ongoing services to the Company, under an incentive stock option plan. Share option terms issued under this stock option plan are at the discretion of the Board of Directors and generally include contractual lives of five years and exercise prices based on the fair market value of the common shares at the grant date. Options will normally vest entirely on the date of grant for directors, officers and employees and at the rate of 25% on the date of the grant and 25% every three months thereafter for consultants.

A summary of changes in common share purchase options for the three months ended May 31, 2021 and 2020 is:

Balance, beginning of the period Changes	Three months ended May 31, 2021 Three months ended May 31, 2020
	Number of Shares Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price
	3,875,000 $ 0.09 3,875,000 $ 0.09 - - - -
Options exercisable, end of the period	3,875,000 $ 0.09 3,875,000 $ 0.09

The following common share purchase options are outstanding at May 31, 2021:

Expiry Date	Options Outstanding Number of shares Exercise price ($) Weighted Average Remaining Life (Years)	Options Exercisable
		Number of shares Exercise price ($)
December 13, 2021 September 26, 2023 December 19, 2024 August 29, 2026 January 17, 2027 October 5, 2027	1,675,000 0.10 0.54 300,000 0.05 2.33 750,000 0.05 3.56 550,000 0.11 5.25 100,000 0.20 5.64 500,000 0.11 6.37	1,675,000 0.10 300,000 0.05 750,000 0.05 550,000 0.11 100,000 0.20 500,000 0.11
	3,875,000 0.09 2.81	3,875,000 0.09

Share Purchase Warrants

There were no common share purchase warrants outstanding at May 31, 2021

7. SEGMENTED DISCLOSURES

The Company operates in one industry segment, the acquisition and exploration of mineral properties, within Canada. Mineral properties and other capital assets are located in Canada.

Cariboo Rose Resources Ltd. Notes to the Condensed Interim Financial Statements For the Three Months Ended May 31, 2021 and 2020 (Expressed in Canadian dollars)

8. DILUTED INCOME OR LOSS PER SHARE

The Company’s diluted loss per share is equal to its basic loss per share. Outstanding share purchase options and warrants could potentially dilute basic loss per share in the future but were not included in the calculation of diluted loss per share because they are antidilutive for the three months ended May 31, 2021.

9. RELATED PARTY DISCLOSURES

Related party transactions are recorded at the exchange amount as agreed to by the parties.

In the normal course of business, the Company will enter into transactions with a related company, Eastfield Resources Ltd. (“Eastfield”), for the use of equipment, services and rental of office space. The Company is related to Eastfield through common key management personnel. During the three months ended May 31, 2021, amounts payable for rent, salaries, telephone, office, consulting, convention and travel costs to Eastfield amounted to $25,633 (three months ended May 31, 2020 - $29,075). At May 31, 2021, payable to related parties included $8,435 (February 28, 2021 – $9,461) payable to Eastfield.

During the three months ended May 31, 2021, geological services totaling $25,296 (three months ended May 31, 2020 - $18,971) were provided to the Company by Mincord Exploration Consultants Ltd. (“Mincord”), a geological service company owned by two directors of the Company. Mincord’s relationship with the Company is non-exclusive and without retainer, and Mincord is used on a project by project basis. Services provided include the hiring of field and professional personnel, rental of vehicular, camp and technical equipment, and transportation and mobilization costs. The amounts for geological and exploration services also include payments for services on properties managed by the Company on behalf of joint venturers. At May 31, 2021, payable to related parties included $12,358 (February 28, 2021 - $6,281) payable to Mincord.

During the year ended February 29, 2012, the Company transferred reclamation bonds totaling $12,000, which had been released by the Ministry of Energy, Mines and Petroleum Resources, to Eastfield. This amount remains a receivable from Eastfield at May 31, 2021.

10. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS

The Company’s financial instruments are exposed to certain risks, which include credit, liquidity, and market risk. The risks related to financial instruments are managed by the senior management of the Company under policies and directions approved by the Board of Directors.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. Accounts payable and accrued liabilities and payable to related parties are due within the current operating period. The Company’s lease obligations are due as set out in Note 5. The Company manages liquidity risk through the management of its capital structure (Note 11) and financial leverage.

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s cash is held at large Canadian financial institutions. The Company’s receivables consist mostly of Goods and Services Tax due from the federal government of Canada and mineral exploration project deposits and tax credit receivable from the Government of British Columbia. As such, the Company considers this risk to be minimal and has not recognized an expected credit loss allowance in these financial instruments. As at May 31, 2021 and 2020 none of the Company’s financial instruments subject to credit risk were past due or impaired.

The Company has determined that the expected credit losses on its accounts receivable and project deposits are not significant and accordingly has not recognized an allowance for expected credit losses as at May 31, 2021 and 2020.

Cariboo Rose Resources Ltd. Notes to the Condensed Interim Financial Statements For the Three Months Ended May 31, 2021 and 2020 (Expressed in Canadian dollars)

10. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS (continued)

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company’s market risk is comprised of two types of risk: interest rate risk, and equity price risk.

(i) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Company is exposed to interest rate risk when holding fixed rate short term deposits of varying maturities. The risk that the Company will realize a loss as a result of a decline in the fair value of the cash equivalents investments is limited because these investments are generally highly liquid securities with short-term maturities. As at May 31, 2021 and 2020, the Company considers its exposure to interest rate risk to be minimal.

(ii) Equity Price Risk

Equity risk is the uncertainty associated with the valuation of assets arising from changes in equity markets. The Company is exposed to this risk through its investment in equity instruments. All of the Company’s listed equity investments (Note 4) are common shares of companies listed on the Toronto Stock Exchange and the Toronto Stock Exchange’s Venture Exchange and are monitored by management with decisions on sale taken at the board level.

11. MANAGEMENT OF CAPITAL

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 exploration and development of its mineral property interests, and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. The Company considers its capital for this purpose to be its shareholders’ equity.

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

In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The annual and updated budgets are approved by the Board of Directors.

In order to maximize ongoing development efforts, the Company does not pay out dividends.

The Company’s investment policy is to invest its surplus cash in highly liquid short-term interest-bearing investments with maturities 90 days or less from the original date of acquisition, selected with regards to the expected timing of expenditures from continuing operations.

The Company currently has sufficient capital resources to meet its administrative overhead expenses through its current operating period and it is confident it can raise additional funds to undertake all of its planned business activities. Actual funding requirements may vary from those planned due to a number of factors. Management believes it will be able to raise capital as required in the long term, but recognizes that there will be risks involved that may be beyond their control.