Exploits Discovery Corp. — Audit Report / Information 2020

Mar 2, 2021

EXPLOITS DISCOVERY CORP. (formerly MARINER RESOURCES CORP.)

Consolidated Financial Statements

For the fiscal years ended October 31, 2020 and 2019

Expressed in Canadian Dollars

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INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Exploits Discovery Corp. (formerly Mariner Resources Corp.)

Opinion

We have audited the consolidated financial statements of Exploits Discovery Corp. (formerly Mariner Resources Corp.) (the “Company”), which comprise the consolidated statements of financial position as at October 31, 2020 and 2019, and the consolidated statements of loss and comprehensive loss, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies (collectively, the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at October 31, 2020 and 2019, 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 audit 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 audit 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

Without qualifying our opinion, we draw attention to Note 1 in the financial statements, which describes events and conditions that indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

Other Information

Management is responsible for the other information. The other information comprises the information included in 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 audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, 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, 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 the 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.

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 Company’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 audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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 David Goertz.

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DALE MATHESON CARR-HILTON LABONTE LLP CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, BC

March 1, 2021

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EXPLOITS DISCOVERY CORP. (FORMERLY MARINER RESOURCES CORP.) Consolidated Statements of Financial Position Expressed in Canadian Dollars

As at	October 31, 2020	October 31, 2019	October 31, 2019
		Restated – Note 13
Assets
Current assets
Cash	$ 2,964,363	$	219,889
Receivables	117,306		1,896
Investment (Note 5)	105,000		-
Prepaid expenses	180,830		-
Total current assets	3,367,499		221,785
Mineral properties (Note 6)	17,447,997		25,000
Total assets	$ 20,815,496	$	246,785
Liabilities
Current
Accountspayable and accrued liabilities	$ 672,776	$	52,450
Shareholder’s equity
Share capital (Note 7)	16,968,055		402,779
Obligation to issue shares (Note 7)	4,134,000		-
Option & warrant reserve (Note 7)	1,855,074		15,400
Deficit	(2,814,409)		(223,844)
Total equity	20,142,720		194,335
Total liabilities and equity	$ 20,815,496	$	246,785

Nature of Operations and going concern (Note 1) Subsequent events (Note 12)

Approved by the Board of Directors on March 1, 2021

Director (signed by) “Michael Collins“

Director (signed by) “Larry Short “

The accompanying notes form an integral part of these financial statements

EXPLOITS DISCOVERY CORP. Consolidated Statements of Loss and Comprehensive Loss Expressed in Canadian Dollars

For theyear ended	October 31, 2020	October 31, 2019
		Restated – Note 13
Expenses
Initial listing expense	$ -	$ 79,273
Investor relations	123,939	7,906
Exploration & evaluation expenditures (Note 6)	601,818	70,690
Management fees	77,670	9,200
Office and administrative	41,053	7,053
Professional fees	96,075	14,282
Regulatory and filing fees	22,392	9,398
Share-based compensation(Note 7)	1,515,200	-
	(2,478,147)	(197,802)
Other income (loss)
Fair value adjustment on investment (Note 5)	(75,000)	-
Impairment of mineral property (Note 6)	(43,203)	-
Interest income	5,785	1,691
Comprehensive loss	$(2,590,565)	$(196,111)
Basic and diluted lossper common share	$(0.21)	$(0.04)
Basic and diluted weighted average number of
common shares outstanding	13,790,737	4,910,274

The accompanying notes form an integral part of these financial statements

EXPLOITS DISCOVERY CORP. Consolidated Statement of Changes in Equity Expressed in Canadian Dollars

				Option and	Option and		Obligation	Obligation
	Shares		Share		warrant		to issue				Total
	outstanding		capital		reserve			shares		Deficit	equity
Balance at October 31, 2018	3,750,000	$	80,625	$ -		$		-	$ (27,733)		$ 52,892
Shares issued for cash	2,750,000		412,500		-			-		-	412,500
Share issued for mineral								-
property	-		(74,946)		-					-	(74,946)
Share issuance costs	-		(15,400)		15,400			-		-	-
Net loss	-		-		-			-		(196,111)	(196,111)
Balance at October 31, 2019
(Restated – Note 13)	6,500,000		402,779		15,400			-		(223,844)	194,335
Shares issued for cash	15,134,050		4,130,831		(10,724)			-		-	4,120,107
Share issued for mineral								-
properties	31,894,052		12,569,768		290,000					-	12,859,768
Share issuance costs	-		(135,323)		45,198			-		-	(90,125)
Share-based compensation	-		-		1,515,200					-	1,515,200
Obligation to issue shares	-		-		-		4,134,000			-	4,134,000
Net loss	-		-		-			-		(2,590,565)	(2,590,565)
Balance at October 31, 2020	53,528,102	$	16,968,055	**$ **	1,855,074	**$ **	4,134,000		**$ **	(2,814,409)	$ 20,142,720

The accompanying notes form an integral part of these financial statements

EXPLOITS DISCOVERY CORP. Consolidated Statement of Cash Flows Expressed in Canadian Dollars

For the year ended	October 31, 2020	October 31, 2019
		Restated – Note 13
Cash provided by (used in):
Operating activities
Net loss	$ (2,590,565)	$ (196,111)
Items not involving cash:
Fair value adjustment on investment	75,000	-
Share-based compensation	1,515,200	-
Impairment of mineral property	43,203	-
Changes in non-cash working capital:
Receivables	(106,702)	(889)
Prepaid expenses	(180,830)	-
Accounts payable and accrued liabilities	398,788	40,375
Net cash used in operating activities	(845,906)	(156,625)
Investing activities
Mineral properties	(439,602)	-
Net cash used in investing activities	(439,602)	-
Financing activities
Proceeds from issuance of equity for cash, net of costs	4,029,982	342,104
Net cash provided by financing activities	4,029,982	342,104
Net cash increase for year	2,744,474	185,479
Cash at beginning of year	219,889	34,410
Cash at end of year	$ 2,964,363	$ 219,889

Supplemental disclosure with respect to cash flows (note 11)

The accompanying notes form an integral part of these financial statements

EXPLOITS DISCOVERY CORP. (FORMERLY MARINER RESOURCES CORP.) Notes to the Consolidated Financial Statements Years Ended October 31, 2020 and 2019 Expressed in Canadian Dollars

1. Nature of operations and going concern

Exploits Discovery Corp. (“Exploits” or the “Company”) (formerly Mariner Resources Corp.) was incorporated under the Business Corporations Act (British Columbia) on May 28, 2018. The Company changed its name on September 18, 2020, when it began trading under the symbol ‘NFLD” (note 4). The Company’s head office is at 595 Howe St, Suite 1100, Vancouver, BC, V6C 2T5. The Company is focused on evaluating, acquiring, and exploring mineral properties. The Company’s common shares trade on the Canadian Securities Exchange (the “Exchange” or “CSE”) and commenced trading on June 3, 2019.

The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations.. The Company has not yet determined whether its mineral properties contain mineral deposits that are economically recoverable, and at the current stage of the Company’s development, the ability of the Company to continue as a going concern is dependent upon its ability to acquire additional means of financing. These material uncertainties related to certain adverse conditions and events that may cast significant doubt on the validity of this assumption.

These financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate. If the going concern basis was not appropriate for these financial statements, then adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses, and the classifications on the statement of financial position. Such adjustments may be material.

Since November 1, 2019, the outbreak of the novel strain of coronavirus, specifically identified as “COVID‐19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self‐imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID‐19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.

2. Basis of presentation

These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

These financial statements were authorized for issue by the Audit Committee on March 1, 2021.

These financial statements are presented in Canadian Dollars, unless otherwise noted and have been prepared on a historical cost basis. The Canadian dollar is the functional and presentation currency of the Company.

These consolidated financial statements include the accounts of the Company and its wholly‐owned subsidiaries; Exploits Gold Corp. and 1255919 BC Ltd (“1255919”) . Subsidiaries are consolidated from the date of acquisition, being the date on which the Company obtains control and continue to be consolidated until the date that such control ceases. All inter‐company transactions and balances are eliminated..

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EXPLOITS DISCOVERY CORP. (FORMERLY MARINER RESOURCES CORP.) Notes to the Consolidated Financial Statements Years Ended October 31, 2020 and 2019 Expressed in Canadian Dollars

3. Significant accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these financial statements, unless otherwise indicated.

a) Management estimates and judgments

The preparation of these financial statements requires management to make certain estimates, judgments and assumptions that affect the amounts reported and disclosed in its financial statements and related notes. Those include estimates that, by their nature, are uncertain and actual results could differ materially from those estimates. The impacts of such estimates may require accounting adjustments based on future results. Revisions to accounting estimates are recognized in the period in which the estimate is revised.

The preparation of these financial statements requires the Company to make judgements regarding the going concern of the Company ad discussed in Note 1.

The areas which require management to make significant estimates, judgments and assumptions in determining carrying values include:

Exploration and evaluation assets

The application of the Company’s accounting policy for exploration and evaluation assets requires judgment in determining whether it is likely that costs incurred will be recovered through successful exploration and development or sale of the asset under review. Furthermore, the assessment as to whether economically recoverable reserves exist is itself an estimation process. Estimates and assumptions made may change if new information becomes available. If, after the expenditure is capitalized, information becomes available suggesting that the recovery of expenditure is unlikely, the amount capitalized is written off in profit or loss in the period when the new information becomes available.

Share‐based compensation

The fair value of stock options and non‐cash compensation are subject to limitations in Black‐Scholes option pricing and fair value estimates that incorporate market data involving uncertainty in estimates used by management in the assumptions. The Black‐Scholes option pricing model has subjective assumptions, including the volatility of share prices, which can materially affect the fair value estimate. affect the fair value estimate

Income taxes

The determination of the Company’s tax expense for the period and deferred tax assets and liabilities involves significant estimation and judgement by management. In determining these amounts, management interprets tax legislation in Canada and makes estimates of the expected timing of the reversal of deferred tax assets and liabilities, the deferral and deductibility of certain items and the interpretation of the treatment for tax purposes for exploration and development activities. The Company is subject to assessment by Canadian tax authorities, which may interpret legislation differently which may affect the final amount or timing of the payment of taxes. The Company provides for such differences where known based on management’s best estimate of the probable outcome of these matters.

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EXPLOITS DISCOVERY CORP. (FORMERLY MARINER RESOURCES CORP.) Notes to the Consolidated Financial Statements Years Ended October 31, 2020 and 2019 Expressed in Canadian Dollars

b) Cash

Cash is comprised of cash on hand and cash on deposit with the Company’s financial institution on which it earns variable amounts of interest.

• c) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement

Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. On initial recognition, all financial assets and liabilities are recorded at fair value, net of attributable transaction costs, except for financial assets and liabilities classified as fair value through profit or loss (“FVTPL”). Transaction costs of financial assets and liabilities classified as at FVTPL are expensed in the period in which they are incurred.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them. With the exception of trade receivable that do not contain a significant financing component, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component are measured at the transaction price.

The Company’s investment is carried at FVTPL (Note 5).

Financial assets at amortized cost (debt instruments)

The Company measures financial assets at amortized cost if both of the following conditions are met:

• The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and

• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets at amortized cost are subsequently measured using the effective interest (“EIR”) method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired.

The Company’s financial assets at amortized cost include its cash and cash equivalents and receivables.

Financial liabilities

Initial recognition and measurement

All financial liabilities are recognized initially on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

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EXPLOITS DISCOVERY CORP. (FORMERLY MARINER RESOURCES CORP.) Notes to the Consolidated Financial Statements Years Ended October 31, 2020 and 2019 Expressed in Canadian Dollars

The Company’s financial liabilities include accounts payable and accrued liabilities.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit or loss.

d) Income taxes

Income tax expense or recovery is comprised of current and deferred tax. Current tax and deferred tax are 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 loss.

Current taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss for the current year and any adjustment to income taxes payable in respect of previous years. Current taxes are determined using tax rates and tax laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability differs from its tax base, except for taxable temporary differences arising on the initial recognition of goodwill and temporary differences arising on the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit and loss.

Recognition of deferred tax assets for unused tax losses, tax credits and deductible temporary differences is restricted to the instances where it is probable that future taxable profit will be available against which the deferred tax asset can be utilized. At the end of each reporting period the Company reassesses unrecognized deferred tax assets. The Company recognizes a previously unrecognized deferred tax asset to the extent that it has become probable that the future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are offset only when the Company has a right and intention to offset current tax assets and liabilities from the same taxation authority.

e) Exploration and evaluation properties

Exploration and evaluation property acquisition costs directly related to specific properties are deferred, commencing on the date that the Company acquires legal rights to explore a property, until technical and economic feasibility of extracting a mineral resource is demonstrable, or until the properties are sold or abandoned. Exploration and evaluation expenditures are expensed as incurred. Exploration costs may include costs such as materials used, surveying costs, drilling costs, payments made to contractors, analysing historical exploration data, geophysical studies, and depreciation on equipment used during the exploration stage. If the properties are put into commercial production, the acquisition and exploration expenditures will be depleted using the units of production basis based upon the proven reserves available. If the properties are sold or abandoned, the acquisition costs will be written off.

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EXPLOITS DISCOVERY CORP. (FORMERLY MARINER RESOURCES CORP.) Notes to the Consolidated Financial Statements Years Ended October 31, 2020 and 2019 Expressed in Canadian Dollars

Mineral properties are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may exceed the recoverable amount. Where there is evidence of impairment, the net carrying amount of the asset will be written down to its recoverable amount. Title to resource properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyance history characteristic of many resource properties.

f) Comprehensive income (loss) and equity

Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss) (“OCI”). OCI represents changes in shareholders’ equity during a period arising from transactions and other events with non‐ owner sources. When applicable, components of OCI are recorded net of related income taxes. Cumulative changes in OCI are included in accumulated other comprehensive income (“AOCI”), which is presented as a category of equity in the statements of changes in equity.

g) Income (loss) per share

Income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. In computing diluted earnings per share, an adjustment is made for the dilutive effect of outstanding share options, warrants and other convertible instruments. In the periods when the Company reports a net loss, the effect of potential issuances of shares under share options and other convertible instruments is anti‐dilutive. When diluted earnings per share is calculated, only those share options and other convertible instruments with exercise prices below the average trading price of the Company’s common shares for the period will be dilutive.

h) Decommissioning Liabilities

The Company is required to recognize a liability when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre‐tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. As of October 31, 2020, and October 31, 2019, the Company has not incurred any such obligations.

i) Share‐based compensation

The Company issues stock options and compensatory equity instruments to certain of its employees, directors and consultants. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. The fair value of each tranche is measured at the date of grant using the Black‐Scholes option pricing model. Compensation expense is recognized over the tranche’s vesting period based on the number of awards expected to vest. This number is reviewed annually, with any change in estimate recognized immediately in compensation expense with a corresponding adjustment to stock option reserve.

Upon exercise of a stock option or compensatory equity instrument, consideration paid together with the stock‐ based compensation amount previously recognized in reserves is recorded as an increase to share capital.

j) Share capital

The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the most easily measured component based on fair value and then the residual value, if any, to the less easily measurable component.

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EXPLOITS DISCOVERY CORP. (FORMERLY MARINER RESOURCES CORP.) Notes to the Consolidated Financial Statements Years Ended October 31, 2020 and 2019 Expressed in Canadian Dollars

The fair value of the common shares issued in a private placement was determined to be the more easily measurable component and were valued at their fair value. The balance, if any, was allocated to the attached warrants. Any fair value attributed to the warrants is recorded as a warrant reserve.

4. Acquisition of Exploits Gold Corp.

In September 2020, the Company entered into an agreement whereby the Company acquired all of the issued and outstanding shares of Exploits Gold Corp (“Exploits Gold”). The primary assets of Exploits Gold are its ownership in the Jonathon’s Pond and Mount Peyton mineral property projects. Pursuant to the agreement, the Company issued 18,910,752 common shares in exchange (the “Payment Shares”) for all of the shares of Exploits Gold, valued at $7,278,789, and 1,000,000 options with an exercise price of $0.59 and an expiry of July 6, 2022, with a value of $290,000. The fair value of the options was determined using the Black‐Scholes model with the following assumptions: expected life of 1.8 years, expected volatility of 100%, risk free interest of 0.24% and a dividend yield of 0%.

The Payment Shares are subject to resale restrictions whereby the holders agree to not sell or transfer certain shares within 6, 12, and 18 months from the issuance date with a release term of one third every period. The value of the Payment Shares is estimated using a commonly used option model that estimates the discount related to the lack of marketability of the shares from the contractual restrictions. The following assumptions are used in the option model: expected life in the range of 0.5 to 1.5 years, expected volatility of 85% to 100%, risk free interest of 0.24% and a dividend yield of 0%.

Exploits Gold was not considered to be a business under IFRS 3 “Business Combinations” as Exploits Gold did not have any processes; accordingly, the acquisition is accounted for as an asset acquisition:

0.24% and a dividend yield of 0%. Exploits Gold was not considered to be a business under IFRS 3 “Business have any processes; accordingly, the acquisition is accounted for as an asset	Combinations” as Exploits Gold did not acquisition:
Consideration: 18,910,752 common shares 1,000,000 options Net assets acquired: Receivables Investment in Volatus (Note 5) Mineral properties Accounts payable Net assets acquired	$ 7,278,789 290,000
	7,568,789 8,708 180,000 7,601,618 (221,537)
	$7,568,789

5. Investment

Pursuant to the Company’s acquisition of Exploits Gold (Note 4), the Company acquired 500,000 common shares of Volatus Capital Corp (“Volatus”) with a fair value of $180,000 in September 2020. Volatus is traded on the CSE under the symbol “VC”.

As at October 31, 2020, the common shares of Volatus had a value of $105,000 and the Company recorded a fair value adjustment of ($75,000) on its investment for the year ended October 31, 2020.

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EXPLOITS DISCOVERY CORP. (FORMERLY MARINER RESOURCES CORP.) Notes to the Consolidated Financial Statements Years Ended October 31, 2020 and 2019 Expressed in Canadian Dollars

6. Mineral properties

Silver Dollar Property

In August 2018, the Company entered into an option agreement whereby the Company was granted an option (the “Option”) to acquire a 75% interest in the Silver Dollar Property (“Silver Dollar”), located in the Revelstoke Mining District of British Columbia, subject to an existing 1% net smelter royalty ("NSR”). The Option Agreement was amended in January 2019.

To exercise the Option, the Company made a cash payment of $25,000, and additionally incur a cumulative $1,000,000 in exploration expenditures on Silver Dollar ($75,000 completed), issued and delivered cumulative of 900,000 common shares of the Company and made cash payments of $400,000 in stages through June 2023.

In November 2020, the Company terminated this option agreement and paid $66,894 as consideration for the termination. As a result of the termination, the Company wrote down its interest in the Silver Dollar property and recorded an impairment of $43,203 for the year ended October 31, 2020.

Middle Ridge Property

In July 2020, the Company entered into a property purchase and sale agreement to acquire a 100% interest in the Middle Ridge property by making a cash payment of $240,000 and issuing 1,800,000 common shares of the Company (recorded at a value of $306,000). The property is subject to a 2% NSR which the Company can repurchase half (1%) for $1,000,000.

In July 2020, the Company acquired a 100% interest in additional mineral claims, expanding its Middle Ridge property and True Grit property, by issuing 6,850,000 common shares (with a fair value of $2,534,500), allocated on the basis of land size, being $1,596,735 to Middle Ridge Property and $937,765 to True Grit Property.

Great Bend Property

In July 2020, the Company staked certain claims in central Newfoundland and Labrador for a total cost of $105,000, which the Company collectively now refers to as the Great Bend property.

In August 2020, the Company acquired a 100% interest in additional mineral claims, expanding the Great Bend property, by issuing 1,000,000 common shares (with a fair value of $600,000). The Company will issue an another 1,000,000 common shares upon completion of a pre‐feasibility study (with a fair value of $600,000). As of October 31, 2020, 1,000,000 common shares are recorded as obligation to issue shares. These mineral claims are subject to a 2% NSR which the Company can repurchase half (1%) for $1,000,000.

In August 2020, the Company acquired a 100% interest in additional mineral claims, expanding its Great Bend Property, by issuing 103,316 common shares (with a value of $61,990).

True Grit Property

In July 2020, the Company acquired a 100% interest in the True Grit property by issuing 150,000 common shares (with a fair value of $55,500) and payment of $14,000 to settle an underlying agreement. Certain mineral claims are subject to a 2% NSR of which half (1%) can be repurchased by the Company for $1,000,000.

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EXPLOITS DISCOVERY CORP. (FORMERLY MARINER RESOURCES CORP.) Notes to the Consolidated Financial Statements Years Ended October 31, 2020 and 2019 Expressed in Canadian Dollars

In July 2020, the Company acquired a 100% interest in additional mineral claims, expanding its Middle Ridge property and True Grit property, by issuing 6,850,000 common shares ( of $2,534,500), allocated on the basis of land size, being $1,596,735 to Middle Ridge Property and $937,765 to True Grit Property.

In August 2020, the Company acquired a 100% interest in additional mineral claims, expanding its True Grit Property, by issuing 281,081 common shares of the Company (recorded at a value of $168,648).

Mount Peyton Property

In August 2020, the Company acquired a 100% interest in the Mt. Peyton property by issuing a cash payment of $2,000 and issuing 500,000 common shares ( with a fair value value of $185,000). In addition, the Company must issue a further 5,000 common shares on the 6[th] through 20[th] anniversary of signing the agreement. Certain claims are subject to a 2% NSR which the Company can repurchase half (1%) for $750,000.

In August 2020, the Company acquired a 100% interest in additional mineral claims, expanding its Mt. Peyton property, by issuing 504,426 common shares of the Company (with a fair value of $302,655).

In September 2020, the Company expanded its Mt. Peyton property with additional claims through its acquisition of Exploits Gold Corp. (Note 4) of which $5,067,745 is allocated to the Mt. Peyton property.

Gazeebow Property

In August 2020, the Company acquired a 100% interest in the Gazeebow property by issuing a cash payment of $7,000 and issuing 600,000 common shares (with a fair value of $360,000). These mineral claims are subject to a 2.0% NSR which the Company can repurchase half (1%) for $1,000,000.

Dog Bay Property

In August 2020, the Company entered into an option agreement to acquire a 100% interest in the Dog Bay property by making a cash payment of $30,000 and issuing 1,000,000 common (with a fair value of $600,000). In addition, the Company must issue further payments as follows:

• $40,000 cash and 400,000 common shares on the 1[st] anniversary; and

• $50,000 cash and 500,000 common shares on the 2[nd] anniversary; and

• $60,000 cash and 600,000 common shares on the 3[rd] anniversary; and

• $70,000 cash and 1,000,000 common shares on the 4[th] anniversary; and

• $10,000 in cash or common shares on the 5[th] to 10[th] anniversary; and

• $50,000 in cash or common shares on the 11[th] to 20[th] anniversary.

Fulfillment of the payments up to the 4th anniversary will complete the option and result in the Company acquiring ownership of the property. Payments on or after the 5th anniversary will be in lieu of advance royalty payments. In addition, payments on or after the 5th anniversary may be made in cash or common shares at the discretion of the Company, where the value of any common shares issued will be at the 30 day volume weighted average price.

The property is subject to a 2% NSR which the Company can purchase half (1%) for $4,000,000; the Company also has a right of first refusal on any sale or transfer of the NSR.

8

EXPLOITS DISCOVERY CORP. (FORMERLY MARINER RESOURCES CORP.) Notes to the Consolidated Financial Statements Years Ended October 31, 2020 and 2019 Expressed in Canadian Dollars

In August 2020, the Company acquired a 100% interest in additional mineral claims, expanding its Dog Bay property, by issuing 194,477 common shares ( with a fair value of $116,686).

In October 2020, the Company acquired all of the issued and outstanding shares of 1255919 for 6,200,000 shares of the Company. The only asset of 1255919 was a 100% interest in certain claims that have been allocated to the Dog Bay property. The acquisition was closed with the consideration valued at $3,534,000, which was recorded as obligation to issue shares. In November 2020, 6,200,000 shares were issued. 1255919 had no other assets or liabilities and the full amount of the consideration has been allocated to the Dog Bay property acquired.

Jonathan’s Pond Property

In September 2020, the Company acquired Jonathan’s Pond property through its acquisition of Exploits Gold Corp. (Note 4) of which $2,533,873 is allocated to the Jonathon’s Pond property.

Other

In October 2020, the Company entered into a royalty and geological consulting services agreement with GoldSpot Discoveries, whereby GoldSpot Discoveries received a 0.5% NSR on all of the Company’s Newfoundland Claims with an option to acquire a further 0.5% NSR for a one‐time cash payment of $1,000,000.

Exploration and evaluation property acquisition costs

Property	Dog Bay	Dog Bay	Gazeebo		Great Bend	Great Bend		Jonathon’s	Jonathon’s	Middle		Mt. Peyton	Mt. Peyton	Silver		True Grit		Total
			w					Pond		**Ridge **				Dollar
Balance,	$	‐	$	‐		$	‐	$	‐	$	‐	$	‐	$ 25,000		$	‐	$ 25,000
October 31,
2019 and
2018
Acquisition		30,000	7,000				‐		‐	240,000			2,000		‐	14,000		293,000
cost – cash
Acquisition	4,250,686		360,000			1,261,990		2,533,873		1,902,735		5,555,400			‐	1,161,913		17,026,597
Share
Payments
Staking		23,400		‐		105,000			‐		‐		‐	18,203			‐	146,603
Impairment		‐		‐			‐		‐		‐		‐	(43,203)			‐	(43,203)
Balance,	$ 4,304,086		$ 367,000		$	1,366,990		$ 2,533,873		$ 2,142,735		$ 5,557,400		$	‐	$ 1,175,913		$17,447,997
October 31,
2020

9

EXPLOITS DISCOVERY CORP. (FORMERLY MARINER RESOURCES CORP.)

Notes to the Consolidated Financial Statements Years Ended October 31, 2020 and 2019 Expressed in Canadian Dollars

Mineral property expenditures

Expressed in Canadian Dollars Mineral property expenditures
Year Ended:	October 31, 2020	October 31, 2019
Airborne surveys	$ 5,249	$ ‐
Fieldwork	‐	7,000
Geological consulting	127,145	14,690
Geophysics	8,223	49,000
Rentals	138,990	‐
Sampling	91,500	‐
Supplies & fieldwork	120,576	‐
Travel	7,655	‐
Wages	102,480	‐
Total	$601,818	$70,690

7. Share Capital

• a) Common shares

The Company’s articles authorize an unlimited number of common shares without par value and an unlimited number of preferred shares.

During the year ended October 31, 2020, the Company:

• Completed a private placement of 5,000,000 common shares at $0.12 per share for gross proceeds of $600,000. The Company incurred share issuance costs of $1,064 in connection with this financing.

• Completed a private placement of 10,000,000 unit at $0.35 per unit for gross proceeds of $3,500,000. Each unit consisted of one common share and one warrant entitling the holder to acquire one additional common share at an exercise price of $0.70 for 1 year. The Company paid share issuance costs of $89,061 and issued 230,400 agents’ warrants with an exercise price of $0.70 and an expiry of 12 months. The fair value of the agents’ warrants was $45,198 using the following Black Scholes assumptions: expected life of 1 year, expected volatility of 100%, interest of 0.23% and a dividend yield of 0%.

• Issued 134,050 common shares pursuant to the exercise of warrants for cash proceeds of $20,107. A total of $30,831 was reallocated from reserves to share capital in connection with the exercise of these warrants.

• Issuance of 18,910,752 common shares with a value of $7,278,789 as consideration for the acquisition of Exploits Gold (Note 4).

• Issuance of 12,983,300 common shares with a value of $5,290,979 pursuant to various mineral property acquisition agreements (Note 6).

• As of October 31, 2020, the acquisition with 1255919 was closed with the consideration valued at $3,534,000, which was recorded as obligation to issue shares (Note 6).

• As of October 31, 2020, the Company recorded obligation to issues shares with a value of $600,000 pertaining to the acquisition of the Great Bend Property.

During the year ended October 31, 2019, the Company:

• Completed its initial public offering (“IPO”) in May 2019 of 2,750,000 common shares of the Company at a price of $0.15 per share for aggregate proceeds of $412,500. In connection with the IPO, the Company paid cash commission of 7% on the gross proceeds, a corporate finance fee of $25,000, plus legal fees totalling $24,587. The Company also issued 192,500 agent’s warrants with an exercise price of $0.15 and an expiry of 24 months. The fair value of the agents’ warrants was $15,400 using the following Black Scholes assumptions: expected life of 2 years, expected volatility of 50%, risk free interest rate of 1.38% and dividend yield of 0%.

10

EXPLOITS DISCOVERY CORP. (FORMERLY MARINER RESOURCES CORP.) Notes to the Consolidated Financial Statements Years Ended October 31, 2020 and 2019 Expressed in Canadian Dollars

Escrowed securities

In connection with the IPO, 2,765,000 common shares of the Company were subject to a time release escrow where shares are released in stages over 3 years. As of October 31, 2020, 1,659,000 common shares remained in escrow.

b) Warrants

A summary of the warrants activity is as follows:

A summary of the Company’s warrant activity is as follows:

	Number	Weighted
	of	average
	Warrants	Exercise Price
Balance, as at October 31, 2018	‐	$ ‐
Issued – Agent’s Warrants	192,500	$0.15
Balance, as at October 31, 2019	192,500	$0.15
Issued	5,000,000	$0.70
Issued – agents’ warrants	230,400	$0.70
Exercised	(134,050)	$0.10
Balance, as at September 30, 2020	5,288,850	$0.69

As at October 31, 2020, warrants outstanding are as follows:

	Number of warrants
	outstanding	Exercise Price	Expiry date
	58,450	$0.10	May 30, 2021
	2,914,286	$0.70	September 25, 2021
	201,000	$0.70	September 25, 2021
	2,085,714	$0.70	October 13, 2021
	29,400	$0.70	October 13,2021
Total	5,288,850	$0.69

c) Options

The Company has established a stock option plan whereby the board of directors may, from time to time, grant options to directors, officers, employees or consultants to a maximum of 10% of the Company’s issued and outstanding common shares. These options may be granted for a maximum of 10 years from the date of grant and vest as determined by the board of directors.

In October 2020, the Company granted 4,330,000 stock options to directors, officers and consultants with an exercise price of $0.57 and an expiry of 3 years. The fair value of these options was estimated to be $1,515,200 using the following Black Scholes assumptions: expected life of 3 years, expected volatility of 100%, risk free interest rate of $0.23% and an expected dividend yield of 0%.

Pursuant to the acquisition of Exploits Gold (Note 4), the Company granted 1,000,000 options with an exercise price of $0.59 and an expiry of July 6, 2022, with a value of $290,000. The fair value of the options was determined using the Black‐Scholes model with the following assumptions: expected life of 1.8 years, expected volatility of 85% to 100%, risk free interest of 0.24% and a dividend yield of 0%.

11

EXPLOITS DISCOVERY CORP. (FORMERLY MARINER RESOURCES CORP.) Notes to the Consolidated Financial Statements Years Ended October 31, 2020 and 2019 Expressed in Canadian Dollars

A summary of the Company’s stock option activity is as follows:

						Weighted
						average
					Number	Exercise
					of Options	Price
Balance, as at October	31,	2018	and	2019	‐	$ ‐
Granted					5,330,000	$0.57
Balance, as at October	**31, **	2020			5,330,000	$0.57

As at October 31, 2020, stock options outstanding are as follows:

	Number of options
Grant Date	Outstanding and Exercisable	Exercise Price	Expiry date
September 18, 2020	1,000,000	$0.59	July 6, 2022
October 14,2020	4,330,000	$0.57	October 14,2023
Total	5,330,000	$0.57

8. Financial instruments and risk management

Fair value of financial instruments

IFRS requires disclosures about the inputs to fair value measurements for financial assets and liabilities recorded at fair value, including their classification within a hierarchy that prioritizes the inputs to fair value measurement.

The three levels of hierarchy are:

• a. Level 1 ‐ Quoted prices in active markets for identical assets or liabilities;

• b. Level 2 ‐ Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

• c. Level 3 ‐ Inputs for the asset or liability that are not based on observable market data.

The Company’s investment in Volatus Capital Corp (Note 5) are classified as fair value through profit and loss and consist of common shares in a publicly traded entity and are classified as Level 1. As at October 31, 2020, the Company believes that the carrying values of cash, receivables and accounts payable and accrued liabilities approximate their fair values because of their nature and relatively short maturity dates or durations.

Financial instruments risk

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counter party limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Credit risk

Credit risk is defined as the risk of loss associated with counterparty’s inability to fulfill its payment obligations. The maximum exposure to credit risk is the carrying amount of the Company’s financial assets.

12

EXPLOITS DISCOVERY CORP. (FORMERLY MARINER RESOURCES CORP.) Notes to the Consolidated Financial Statements Years Ended October 31, 2020 and 2019 Expressed in Canadian Dollars

Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle its obligations as they come due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company ensures that there are sufficient funds available to meet its short‐term business requirements by taking into account the anticipated cash expenditures for its exploration and other operating activities, and its holding of cash and cash equivalents. The Company will pursue further equity or debt financing as required to meet its commitments. There is no assurance that such financing will be available or that it will be available on favourable terms.

As at October 31, 2020, the Company’s financial liabilities consist of its accounts payable and accrued liabilities, which are all current obligations.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to foreign exchange risk is minimal.

Capital management

The Company monitors its equity as capital.

The Company’s objectives in managing its capital are to maintain a sufficient capital base to support its operations and to meet its short‐term obligations and at the same time preserve inventor’s confidence and retain the ability to seek out and acquire new projects of merit. The Company is not exposed to any externally imposed capital requirements. There has been no changes in the Company’s approach to capital management.

9. Related party transactions

The Company incurred and paid fees to directors and officers for management and professional services as follows:

For the year ended Management fees paid to key management and directors Professional fees paid to a corporation controlled by key management Investor relations paid to corporation controlled by key management Rent fees paid to corporation controlled by key management Share‐based compensation Geological consulting paid to a company with common directors		October 31 October 31 2020 2019
		$ 47,500 $ 8,000 30,381 9,382 2,700 7,500 19,050 6,744 621,127 ‐ 25,000 ‐
		$ 745,758 $ 31,626

The Company’s acquisition of 1255919 in October 2020 also included certain shareholders of 1255919, who had common directors with the Company at the time.

Accounts payable

As at October 31, 2020, $158,467 (October 31, 2019 ‐ $nil) included in accounts payable is due to a company controlled with common directors for geological consulting. The amount is non‐interest bearing, unsecured and due on demand.

13

EXPLOITS DISCOVERY CORP. (FORMERLY MARINER RESOURCES CORP.) Notes to the Consolidated Financial Statements Years Ended October 31, 2020 and 2019 Expressed in Canadian Dollars

10. Income taxes

The provision for income taxes recorded in the financial statements differs from the amount which would be obtained by applying the combined statutory income tax rate of approximately 27.00% (2019 – 27.00%) to the net loss before income taxes for the years as follows:

Net income (loss) before tax Expected tax recovery from operations Increase (decrease) resulting from: Non‐deductible amounts and other Change in unrecognized deferred tax assets Income tax (expense) recovery	October 31 October 31 2020 2019 $ (2,590,565) $ (196,111) (699,453) (35,919) 336,923 (20,235) 362,530 56,154 $ ‐ **$‐ **

The unrecognized deferred tax assets of the Company comprise:

Share issuance costs Mineral properties exploration and evaluation Non‐capital losses	October 31 October 31 2020 2019
	$ 31,608 $ 16,188 $ 141,617 $ ‐ $ 346,008 $ 47,454

In assessing whether the deferred tax assets are realizable, management considers whether it is probable that some portion or all of the deferred tax assets will be utilized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

As at October 30, 2020, the Company had net operating tax loss carry forwards of $1,753,516 which can be applied to reduce future taxable income and will expire in 2040.

11. Supplemental disclosure with respect to cash flows

During the year ended October 31, 2020 the Company received interest totalling $5,784 (2019 – $1,691) relating to operating activities.

The Company did not pay interest or dividends, nor did it receive any dividends during the year ended October 31, 2020 and 2019.

Significant non‐cash financing and investing transactions for the years ended October 31, 2020 included:

• Issuance of 18,910,752 common shares with a value of $7,278,789 and 1,000,000 options with a value of $290,000 for the acquisition of Exploits Gold (Note 4).

• 6,200,000 common shares with a value of $3,534,000 for the acquisition of 1255919 recorded as obligation to issue shares (Note 6).

• Issuance of 12,983,300 common share with a value of $5,290,979 for the acquisition of mineral properties (Note 6).

• 1,000,000 common shares with a value $600,000 pertaining to the acquisition of the Great Bend Property recorded as obligation to issue shares (Note 6).

14

EXPLOITS DISCOVERY CORP. (FORMERLY MARINER RESOURCES CORP.) Notes to the Consolidated Financial Statements Years Ended October 31, 2020 and 2019 Expressed in Canadian Dollars

12. Subsequent events

Subsequent to October 31, 2020, the Company:

• Entered into agreement with New Found Gold to acquire additional claims in the Jonathon’s Pond property. As consideration the Company issued 6,562,799 common shares to New Found Gold and a 2% NSR.

• Issued 1,750 common shares pursuant to the exercise of agents’ warrants.

13. Change in Accounting Policy

Mineral properties

The Company has adopted a new accounting policy with respect to exploration and evaluation expenditures. In prior years, the Company’s policy was to capitalize all costs directly related to the exploration and evaluation of mineral properties classified as exploration and evaluation assets. The Company has changed this accounting policy to expense exploration and evaluation expenditures as incurred, effective with the presentation of these financial statements on a retrospective basis. The Company has determined that this change in accounting policy enhances the reliability and relevance of the financial statements for users.

The accounting policies in note 3 have been applied in the financial statements for year ended October 31, 2020, the comparative information for the year ended October 31, 2019. The change in accounting policy has no impact on the opening statement of financial position as of November 1, 2018.

In preparing its statement of financial position, the Company has adjusted amounts reported previously in the financial statements. An explanation of how the transition from the amounts previously reported has affected the Company’s financial position, financial performance and cash flows is set out below.

Statement of Financial Position as at October 31, 2019

	As previously	Effect of change in	As restated under
	reported	accounting policy	new accounting policy
Non‐current assets
Exploration and evaluation assets	$ 88,079	$ (63,079)	$ 25,000
Equity
Accumulated deficit	$ (160,765)	$ (63,079)	$ (223,844)

Exploration and evaluation assets decreased by $63,079, representing $63,079 of net exploration and evaluation expenditures previously capitalized which have been charged to deficit.

Statement of Operations and Comprehensive Loss for the year ended October 31, 2019

	As previously	Effect of change in	As restated under
	reported	accounting policy	new accounting policy
Expenses
Exploration and evaluation	$ 7,611	$ 63,079	$ 70,690
expenditures
Net loss for theyear	$133,032	$63,079	$196,111
Basic and diluted comprehensive loss
per common share	$0.03		$0.04

15

EXPLOITS DISCOVERY CORP. (FORMERLY MARINER RESOURCES CORP.) Notes to the Consolidated Financial Statements Years Ended October 31, 2020 and 2019 Expressed in Canadian Dollars

Exploration and evaluation expenditures increased by $63,079, previously capitalized to exploration and evaluation assets.

Statement of Cash Flows for the year ended October 31, 2019

	As previously	Effect of change in	Effect of change in	As restated	under
	reported	accounting policy		new accounting
				policy
Cash provided by (used in):
Operating activities
Net loss	$ (133,032)	$	( 63,079)	$	(196,111)
Changes in non‐cash working capital
Accounts payable and accrued liabilities	(704)		41,079		40,375
Investing activities:
Exploration and evaluation assets	(22,000)		22,000		‐
Change in cash,end ofyear	$ (155,736)	$‐		$	(155,736)

Net cash used in operating activities increased by $22,000 as net loss increased $63,079 for the amounts previously capitalized as exploration and evaluation assets.

Net cash used in investing activities decreased by $22,000 as amounts previously capitalized to exploration and evaluation assets were expensed.

16