CopperEx Resources — Interim / Quarterly Report 2024

Jul 31, 2023

Gotham Resource Corp. (A Capital Pool Company)

CONDENSED INTERIM FINANCIAL STATEMENTS (Unaudited - Expressed in Canadian Dollars)

For the three months ended, June 30, 2023 and 2022

Notice to Reader

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

The accompanying unaudited condensed 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 condensed interim financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor.

Gotham Resource Corp. Condensed Interim Statements of Financial Position For the three months ended June 30, 2023 and 2022 (Unaudited – Expressed in Canadian Dollars)

		June 30,		March 31,
		2023		2023
Assets
Cash	$	852,495	$ 896,106
Total assets	$	852,495	$896,106
Liabilities
Accounts payable and accrued liabilities (Note 8)	$	9,378	$ 22,949
Total liabilities		9,378		22,949
Shareholder’s Equity
Share capital (Note 4)	$	989,902	$	989,902
Reserves (Note 5 and 6)		140,105		140,105
Accumulated deficit		(286,890)		(256,850)
Total shareholder’s equity	$	843,117	$	873,157
Total liabilities and shareholder’s equity	$	852,495	$	896,106
Nature of operations (Note 1)

Approved by the Board on July 31, 2023:

“James Paterson” “Jay Sujir” James Paterson, Director Jay Sujir, Director

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

Gotham Resource Corp. Condensed Interim Statements of Loss and Comprehensive Loss For the three months ended June 30, 2023 and 2022 (Unaudited - Expressed in Canadian dollars)

	For	the three months	the three months	ended June 30,
Expenses		2023		2022
Listing fees	$	-	$	5,775
Management and consulting fees	$	2,000	$	2,000
Professional fees		7,162		-
Property investigation		15,755		-
Office and sundry		1,601		898
Transfer agent and filing fees		3,522		735
Loss and comprehensive loss	$	(30,040)	$	(9,408)
Lossper share – basic and diluted	$	(0.00)	$	(0.00)
Weighted average shares outstanding- basic and		16,250,000		14,737,671
diluted

Gotham Resource Corp. Condensed Interim Statements of Cash Flows For the three months ended June 30, 2023 and 2022 (Unaudited - Expressed in Canadian Dollars)

	For	the three	months	ended June 30,
	Note(s)	2023		2022
Cash flows from operating activities:
Net loss for the year	$	(30,040)	$	(9,408)
Changes in non-cash working capital:
Accounts payable and accrued liabilities		(13,571)		2,100
Net cash used inoperating activities		(43,611)		(7,308)
Net change in cash		(43,611)		(7,308)
Cash heldintrust, beginning ofthe period		896,106		1,023,923
Cash held in trust, end of the period	$	852,495	$	1,016,615
Supplemental cash flow information
Accounts payable included in share issuance costs	$	-	$	38,806

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

Gotham Resource Corp.

Condensed Interim Statements of Changes in Shareholders’ Equity For the three months ended June 30, 2023 and 2022 (Unaudited – Expressed in Canadian Dollars)

	Share Capital Number of shares Amount Reserves Accumulated Deficit Total shareholders’ equity
Balance, March 31, 2022 Loss for the period	16,250,000 $ 989,902 $ 140,105 $ (232,213) $ 897,794 - - - (9,408) (9,408)
Balance, June 30, 2022	16,250,000 $ 989,902 $ 140,105 $ (241,621) $ 888,387
Balance, March 31, 2023 Loss for the period	16,250,000 $ 989,902 $ 140,105 $ (256,850) $ 873,157 - - - (30,040) (30,040) 16,250,000 $ 989,902 $ 140,105 $ (286,890) $ 843,117
Balance, June 30, 2023

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

Gotham Resource Corp. Notes to the Condensed Interim Financial Statements For the three months ended June 30, 2023 and 2022 (Unaudited - Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS

Gotham Resource Corp. (the "Company") is a Capital Pool Company which was incorporated under the British Columbia Business Corporations Act on October 8, 2020. On August 16, 2021, the Company, completed its Initial Public Offering (“IPO”) and is now trading on the TSX Venture Exchange under the ticker symbol GHMP. The principal business of the Company will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction ("QT"). The Company has not commenced commercial operations and has no assets other than cash. Given the nature of the activities, no separate segmented information is reported.

The head office and the registered head office of the Company is located at Suite 2500, 700 West Georgia Street, Vancouver, British Columbia, Canada, V7Y 1B3.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Company. These restrictions apply until completion of a QT by the Company as defined under the policies of the Exchange Policy 2.4.

The Company’s ability to continue as a going concern is dependent on the Company’s ability to obtain additional debt or equity financing to fund operations and to identify and evaluate assets or businesses with a view to potential acquisition or participation by completing a QT, as defined in Exchange Policy 2.4 subject, in certain cases, to shareholder approval and acceptance by the TSX-V. These condensed interim financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

As at June 30, 2023, the Company has current assets of $852,495 to settle current liabilities of $9,378, leaving the Company with a working capital of $843,117.

2. STATEMENT OF COMPLIANCE AND BASIS OF PREPARATION

Statement of Compliance

These condensed interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) for interim information, specifically International Accounting Standards (“IAS”) 34 - Interim Financial Reporting. In addition, these condensed interim financial statements have been prepared using interpretations issued by the International Financial Reporting Interpretation Committee (“IFRIC”) in effect at June 30, 2023 and the same accounting policies and methods of their application as the most recent annual financial statements of the Company. These condensed interim financial statements do not include all disclosures normally provided in the annual financial statements and should be read in conjunction with the Company’s audited financial statements for the year ended March 31, 2023.

In management’s opinion, all adjustments necessary for fair presentation have been included in these condensed interim financial statements. Interim results are not necessarily indicative of the results expected for the year ending March 31, 2024.

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Gotham Resource Corp. Notes to the Condensed Interim Financial Statements For the three months ended June 30, 2023 and 2022 (Unaudited - Expressed in Canadian Dollars)

Basis of Presentation

These condensed interim financial statements have been prepared on a historical cost basis, except for financial instruments measured at fair value. In addition, these condensed interim financial statements have been prepared using the accrual basis of accounting except for cash flow information. These condensed interim financial statements were approved by the Board of Directors on July 31, 2023.

3. SIGNIFICANT ACCOUNTING POLICIES

The preparation of these condensed interim financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amount of expenses during the reporting period. Actual outcomes could differ from these estimates. These condensed interim financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences.

Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods.

These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The preparation of these condensed interim financial statements requires management to make judgments regarding the going concern of the Company as discussed in Note 1.

The critical estimates and judgments applied in the preparation of the unaudited condensed interim financial statements for the three months ended June 30, 2023 are consistent with those applied and disclosed in note 3 to the Company's audited financial statements for the year ended March 31, 2023.

4. SHARE CAPITAL

Authorized - Unlimited common shares without par value

As at June 30, 2023, the Company had 16,250,000 (March 31, 2023 – 16,250,000) common shares issued and outstanding.

As at June 30, 2023, the Company had 12,250,000 (March 31, 2023 – 12,250,000) common shares held in escrow. The shares will be released in four tranches every six months starting on the date of the final QT Exchange Bulletin.

For the three months ended June 30, 2023:

There was no capital activity during the period ended June 30, 2023.

For the three months ended June 30, 2022:

There was no capital activity during the period ended June 30, 2022.

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Gotham Resource Corp. Notes to the Condensed Interim Financial Statements For the three months ended June 30, 2023 and 2022 (Unaudited - Expressed in Canadian Dollars)

5. SHARE PURCHASE OPTIONS

During the year ended March 31, 2021, the Company granted 1,625,000 stock options. The fair value of the options granted was determined to be $127,091 using the Black-Scholes option pricing model under the following assumptions: risk-free rate – 1.55%, expected life – 10 years, expected volatility – 75% and expected dividends - $nil.

A summary of the status of the Company’s outstanding and exercisable share purchase options is presented below:

presented below:
	June 30, 2023 Number of Shares Weighted Average Exercise Price	March 31, 2023
		Number of Shares Weighted Average Exercise Price
Outstanding at beginning of period Granted	1,625,000 $0.10 - $ -	1,625,000 $ 0.10 - $ -
Outstanding at end of period	1,625,000 $0.10	1,625,000 $ 0.10

As at June 30, 2023, the following share purchase options were outstanding and exercisable:

			Weighted Average
Expiry date	Outstanding and Exercisable Options	Weighted Average Exercise Price	Remaining contractual life (in
			years)
August16,2023	320,000	$0.10	0.13
Balance, June 30,2023	320,000	$0.10	0.13

6. SHARE PURCHASE WARRANTS

On August 16, 2021, the Company issued 320,000 warrants with an exercisable price of $0.10, which will expire in two years from date of issuance. These warrants were issued as part of the share issuance costs at the time of the closing of the Company’s Initial Public Offering. The fair value of the warrants issued was determined to be $13,014 using the Black-Scholes option pricing model under the following assumptions: risk-free rate – 0.43%, expected life – 2 years, expected volatility – 75% and expected dividends - $nil.

As at June 30, 2023, the Company had outstanding and exercisable share purchase warrants entitling the holders to acquire common shares as follows:

Balance, beginning of period Issued Balance, end of period	June 30, 2023 Number of warrants Weighted Average Exercise Price 320,000 $ 0.10 - - 320,000 $ 0.10	March 31, 2023
		Number of warrants Weighted Average Exercise Price
		320,000 $ 0.10 - -
		320,000 $ 0.10

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Gotham Resource Corp. Notes to the Condensed Interim Financial Statements For the three months ended June 30, 2023 and 2022 (Unaudited - Expressed in Canadian Dollars)

As at June 30, 2023, the Company had outstanding and exercisable share purchase warrants entitling the holders to acquire common shares as follows:

Expiry date	Outstanding and	Weighted average	Weighted average
	Exercisable	exercise price	remaining life (in years)
	warrants
August 16, 2023	320,000	$0.10	0.13
Balance, June 30, 2023	320,000	$0.10	0.13

7. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Capital Management

The Company’s objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. The Company includes equity, comprised of share capital reserves and accumulated deficit, in the definition of capital.

The Company’s primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Company may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Company. These restrictions apply until completion of a QT by the Company as defined under the policies of the Exchange Policy 2.4.

Risk Disclosures and Fair Values

The Company's financial instruments, consisting of cash and accrued liabilities which approximate fair value due to the relatively short-term maturity of the instruments. It is management’s opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments.

8. 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. 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.

Key management personnel include persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has identified its directors and officers as its key management personnel and the compensation costs for key management personnel and companies related to them are recorded at their exchange amounts as agreed upon by transacting parties. Related party transactions are recorded at the exchange amount as agreed to by the parties.

There was no key management compensation for the three months ended June 30, 2023.

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