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FireFox Gold Corp. Audit Report / Information 2019

Apr 29, 2020

47468_rns_2020-04-28_8a10e683-c100-4b8c-be73-b437aa60befd.pdf

Audit Report / Information

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FireFox Gold Corp. Consolidated Financial Statements For the years ended December 31, 2019 and 2018 (Expressed in Canadian dollars)

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Independent Auditor's Report

To the Shareholders of FireFox Gold Corp.

Opinion

We have audited the consolidated financial statements of FireFox Gold Corp. (the “Company”), which comprise the consolidated statements of financial position as at December 31, 2019 and December 31, 2018, and the consolidated statements of loss and comprehensive loss, consolidated statements of changes in equity and consolidated statements of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

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

Basis for Opinion

We conducted our 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 Consolidated 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 consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company has limited working capital and will require additional financing in order to continue operations. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information comprises the information included in Management's Discussion and Analysis.

Our opinion on the consolidated 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 consolidated 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 consolidated 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 on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. We have nothing to report in this regard.

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

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

In preparing the consolidated 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 Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated 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 consolidated 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 consolidated 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 consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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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 Gordon Cummings.

"D&H Group LLP"

Vancouver, B.C. April 28, 2020

Chartered Professional Accountants

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MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS

The accompanying consolidated financial statements of FireFox Gold Corp. are the responsibility of the Company’s management and are prepared in accordance with International Financial Reporting Standards and reflect management’s best estimates and judgment based on information currently available.

Management has developed and maintains a system of internal controls to ensure that the Company’s assets are safeguarded, transactions are authorized and properly recorded, and financial information is reliable.

The Board of Directors is responsible for ensuring management fulfills its responsibilities for financial reporting and internal controls through an audit committee, which is comprised primarily of non-management directors. The Audit Committee reviews the financial statements prior to their submission to the Board of Directors for approval.

“Carl Löfberg”

“Andrew MacRitchie”

Carl Löfberg Chief Executive Officer

Andrew MacRitchie Chief Financial Officer

Vancouver, British Columbia April 28, 2020

2

FireFox Gold Corp. Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)

December 31
2019
December 31
2018
ASSETS
Current assets
Cash
$ Amounts receivable
Prepaid expenses
240,020
$ 912,642
21,284
37,235
25,157
9,382
Mineralproperties(Note 6) 286,461
959,259
882,297
772,297
$ 1,168,758$1,731,556
LIABILITIES
Current liabilities
Accounts payable
$ Due to related parties (Note 9)
Accrued liabilities
12,488
$ 260,880
122,822
31,600
57,983
50,512
193,293
342,992
SHAREHOLDERS' EQUITY
Share capital (Note 7)
Contributed surplus (Note 7)
Deficit
5,348,641
3,733,853
855,724
663,119
(5,228,900)
(3,008,408)
975,465
1,388,564
$ 1,168,758$1,731,556

Nature of operations and going concern (Note 1)

Subsequent event (Note 11)

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

These consolidated financial statements were approved for issue by the Board of Directors on April 28, 2020 and are signed on its behalf by:

“Carl Löfberg” , Director “Patrick Highsmith” , Director

3

FireFox Gold Corp.

Consolidated Statements of Loss and Comprehensive Loss Years ended December 31, 2019 and 2018

(Expressed in Canadian Dollars)

Year ended
December 31
2019
Year ended
December 31
2018
EXPENSES
Mineral property exploration (Note 6)
$ Audit and tax compliance
Filing and listing fees
Legal
Office and miscellaneous
Personnel (Note 9)
Regulatory fees
Travel and meals
Share based payments (Notes 7 & 9)
Shareholder communications
Foreign exchange loss(gain)
1,359,759 $ 1,447,836
27,707
34,921
20,637
12,261
11,234
60,781
73,299
20,421
360,319
369,877
5,037
1,822
1,596
4,349
141,708
83,483
221,174
94,227
(1,978)
8,756
Net and comprehensive loss for theperiod
$
2,220,492$ 2,138,734
Basic and diluted lossper share
$
0.06$0.10
Weighted average number of shares outstanding 34,534,291
22,175,287

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

.

4

FireFox Gold Corp.

Consolidated Statements of Changes in Equity

Years ended December 31, 2019 and 2018

(Expressed in Canadian Dollars)

Number of Share Capital Contributed Deficit Total
Shares Surplus Shareholders'
Deficiency
Balance at December 31, 2017 20,048,268 $ 1,469,890 $ 14,850 $ (869,674) $ 615,066
Common shares issued for mineral property 1,900,000 645,000 - - 645,000
Private placement 7,439,230 2,409,947 455,714 - 2,865,661
Share issuance costs - (790,984) 91,788 - (699,196)
Share-based compensation - - 100,767 - 100,767
Net loss and comprehensive loss for theyear - - - (2,138,734) (2,138,734)
Balance at December 31, 2018 29,387,498 3,733,853 663,119 (3,008,408) 1,388,564
Private placements 11,303,333 1,320,500 - - 1,320,500
Shares issued for services 2,524,400 332,908 - - 332,908
Share issuance costs - cash - (36,380) - - (36,380)
Share issuance costs - warrants (2,240) 2,240 - -
Warrants offering - - 11,250 - 11,250
Warrant issuance costs - - (12,026) - (12,026)
Share based compensation - - 191,141 - 191,141
Net loss and comprehensive loss for theyear - - - (2,220,492) (2,220,492)
Balance at December 31, 2019 43,215,231 $ 5,348,641$ 855,724 $ (5,228,900) $ 975,465

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

5

FireFox Gold Corp.

Consolidated Statements of Cash Flows Years ended December 31, 2019 and 2018

(Expressed in Canadian Dollars)

Year ended Year ended
December 31 December 31
2019 2018
Cash provided by (used for):
Operating activities
Net loss $ (2,220,492) $ (2,138,734)
Non-cash items:
Share based payments (Notes 7 & 9) 191,141 100,767
Change in non-cash working capital:
Prepaid expenses (15,775) (5,303)
Amounts receivable 15,951 (27,773)
Accounts payable 84,514 242,727
Due to related parties (Note 9) 91,222 10,183
Accrued liabilities 7,471 44,012
(1,845,968) (1,774,121)
Investing activities
Mineralpropertyacquisition(Note 6) (110,000) (126,697)
(110,000) (126,697)
Financing activities
Issuance of common shares (Note 7) 1,320,500 2,849,981
Share issuance costs (Note 7) (36,378) (683,516)
Issuance of warrants (Note 7) 11,250 -
Warrant issuance costs(Note 7) (12,026) -
1,283,346 2,166,465
Change in cash during the period (672,622) 265,647
Cash, beginning of theperiod 912,642 646,995
Cash, end of theperiod $ 240,020 $ 912,642
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
Non-cash transactions and other supplemental disclosures:
Issuance of shares under mineral property option (Notes 6 & 7) $ - $ 645,000
Private placement warrants (Note 7) $ - $ 455,714
Issuance of common shares for services (Note 7) $ 332,906 $ -
Finder warrants(Note 7) $ 2,240 $ 91,788

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

6

FireFox Gold Corp. Notes to the Consolidated Financial Statements Years ended December 31, 2019 and 2018 (Expressed in Canadian dollars)

1. Nature of operations and going concern

FireFox Gold Corp. (the “Company” or “FireFox”) was incorporated under the Business Corporations Act (British Columbia) on June 16, 2017 under the name Silverstone Resources Corp. The Company’s name was changed to FireFox Gold Corp. on August 23, 2017. The Company’s registered place of business is located at 650 - 1021 West Hastings Street, Vancouver, British Columbia, V6E 0C3, Canada. The Company is in the exploration stage with respect to its mineral property interests, and its primary activity is exploring for economic gold mineralization in Finland.

The Company was a wholly-owned subsidiary of Anacott Resources Corp. (“Anacott”) until a plan of arrangement was completed on July 28, 2017 under which the Company’s common shares were distributed to shareholders of Anacott on a pro-rata basis.

The consolidated financial statements were prepared on a going concern basis with the assumption that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company has working capital of $93,168 (2018 - $616,267), has incurred significant operating losses and negative cash flows from operations during the year, and will require additional financing in order to continue operations. While the Company has been successful in obtaining funding in the past through the issuance of additional equity, there is no assurance that such funding will be available in the future. An inability to raise additional funds would adversely impact the future assessment of the Company as a going concern. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

The Company is dependent upon its ability to finance its operations and exploration programs through financing activities that may include issuances of additional debt or equity securities. The recoverability of the carrying value of exploration projects and, ultimately, the Company’s ability to continue as a going concern, is dependent upon the existence and economic recovery of reserves, the ability to raise financing to complete the exploration and development of the properties, and upon future profitable production or, alternatively, upon the Company’s ability to dispose of its interest on an advantageous basis, all of which are uncertain. The financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.

2. Basis of presentation

Basis of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and they are consistent with interpretations of the IFRS Interpretations Committee (“IFRIC”). The accounting policies adopted in these consolidated financial statements are based on IFRS’s in effect at December 31, 2019.

Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

7

FireFox Gold Corp. Notes to the Consolidated Financial Statements Years ended December 31, 2019 and 2018 (Expressed in Canadian dollars)

2. Basis of presentation (continued)

Details of the group

In addition to the Company, the consolidated financial statements include a subsidiary. Subsidiaries are corporations over which the Company is able, directly or indirectly, to control financial and operating policies, which is authority usually connected with holding majority voting rights. Subsidiaries are fully consolidated from the date on which control is acquired by the Company and are de-consolidated from the date that control by the Company ceases. Inter-company transactions and balances are eliminated upon consolidation.

As at December 31, 2019, the Company has one subsidiary, FireFox Gold Oy.

3. Significant accounting estimates and judgments

The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates and judgments, which, by their nature, are uncertain. The impact of estimates and judgments is pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates, or changes to judgments, are recognized in the period in which the estimate is revised and may affect both the period of revision and future periods.

Significant assumptions that management has made about current unknowns, the future, and other sources of estimated uncertainty, could result in material adjustments to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made. Such significant assumptions include, but are not limited to, the following areas:

Critical accounting estimates

Critical accounting estimates are estimates and assumptions made by management that may result in a material adjustment to the carrying amounts of assets and liabilities within the next financial year and include, but are not limited to, the following:

  • Recovery of receivables

The Company estimates the collectability and timing of collection of its receivables, classifying them as current assets or long-term assets, and applies provisions for collectability when necessary.

  • Provision for income taxes

Provisions for income taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these taxrelated matters is different from the amounts that were originally recorded, such differences will affect the tax provisions in the period in which such determination is made.

8

FireFox Gold Corp. Notes to the Consolidated Financial Statements Years ended December 31, 2019 and 2018 (Expressed in Canadian dollars)

3. Significant accounting estimates and judgments (continued)

  • Stock options

The fair value of share-based payments is subject to the limitations of the Black-Scholes option pricing model that incorporates market data and involves uncertainty in estimates used by management in the assumptions. Because the Black-Scholes option pricing model requires the input of highly subjective assumptions, including the volatility of share prices, changes in subjective input assumptions can materially affect the fair value estimate.

Critical accounting judgments

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements include, but are not limited to, the following:

  • Going concern

The assessment of the Company’s ability to continue as a going concern and to raise sufficient funds to pay for its ongoing operating expenditures, meet its liabilities for the ensuing year, and to fund planned project-acquisitions, involves significant judgment based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances.

  • Exploration and evaluation assets impairment

The assessment of evidence of impairment in respect of exploration and evaluation assets (capitalized mineral property acquisition costs) requires management to make judgments regarding the status of each project and the future exploration plans. The triggering events for an impairment test are defined in IFRS 6. The nature of exploration and evaluation activities is such that only a proportion of projects are ultimately successful and some assets are likely to become impaired in future periods. Management has determined that there were no triggering events as defined in IFRS 6 with respect to the Company’s properties.

  • Exploration and evaluation assets title

Although the Company takes steps to verify title to exploration and evaluation assets in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

  • Classification of financial instruments

The determination of categories of financial assets and financial liabilities has been identified as an accounting policy which involves judgments or assessments made by management.

9

FireFox Gold Corp. Notes to the Consolidated Financial Statements Years ended December 31, 2019 and 2018 (Expressed in Canadian dollars)

4. Summary of significant accounting policies

Cash and cash equivalents

Cash and cash equivalents consist of cash on deposit with banks or highly liquid short-term interest-bearing securities that are readily convertible to known amounts of cash and those that have maturities of three months or less or are fully redeemable without penalty when acquired. As at December 31, 2019, the Company did not have any cash equivalents.

Mineral property interests

Costs related to acquiring mineral properties are capitalized as mineral property acquisition costs on a projectby-project basis, pending determination of the technical feasibility and the commercial viability of each project. Acquisition costs include cash or shares paid, liabilities assumed, and associated legal costs paid to acquire the interest, whether by option, purchase, staking, or otherwise. Costs of investigation incurred before the Company has obtained the legal right to explore an area are recognized in the statement of loss.

Exploration and evaluation expenses are comprised of costs that are directly attributable to:

  • researching and analyzing existing exploration data;

  • conducting geological studies, exploratory drilling and sampling;

  • examining and testing extraction and treatment methods; and

  • evaluating the technical feasibility and commercial viability of extracting a mineral resource.

All exploration and evaluation expenditures are expensed until properties are determined to contain economically viable reserves. When economically viable reserves have been determined, technical feasibility has been determined and the decision to proceed with development has been approved, the capitalized mineral property interest for that project, and subsequent costs incurred for the development of that project, are capitalized as mining properties, a component of property, plant and equipment.

Option-out agreements, where the Company is the operator, are accounted for by deducting the proceeds from the optionee from the expenditures made by the Company once title has been properly registered in the optionor’s name. Until title has been registered in the optionee’s name, the Company shows the amounts received as exploration advances liability.

Income taxes

Deferred income taxes are provided in full, using the liability method, on temporary differences arising between the income tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income taxes are determined using income tax rates and income tax laws that have been enacted at the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. Deferred income tax assets are recognized to the extent that it is probable that future taxable income will be available against which the temporary differences can be utilized.

10

FireFox Gold Corp. Notes to the Consolidated Financial Statements Years ended December 31, 2019 and 2018

(Expressed in Canadian dollars)

4. Summary of significant accounting policies (continued)

Financial instruments

(i) Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-byinstrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

(ii) Measurement

Financial assets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in profit or loss in the period in which they arise.

Financial assets and liabilities at FVTOCI

Financial assets and liabilities carried at FVTOCI are initially recorded at fair value. Unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTOCI are included in other comprehensive income or loss in the period in which they arise. On recognition, cumulative gains and losses of financial assets in other comprehensive income or loss are reclassified to profit or loss.

(iii) Impairment of Financial Assets at Amortized Cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the credit risk on the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. Regardless of whether credit risk has increased significantly, the loss allowance for trade receivables (without a significant financing component classified at amortized cost), are measured using the lifetime expected credit loss approach. The Company shall recognize in the statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversals) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

11

FireFox Gold Corp. Notes to the Consolidated Financial Statements Years ended December 31, 2019 and 2018

(Expressed in Canadian dollars)

  1. Summary of significant accounting policies (continued)

Financial instruments (continued)

(iv) Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the statements of loss and comprehensive loss.

Foreign currencies

The Company has determined the Canadian dollar to be its functional and reporting currency. Accordingly, monetary assets and liabilities denominated in foreign currencies are recorded in Canadian dollars, translated at the exchange rate in effect at the statement of financial position date and non-monetary assets and liabilities are translated at the exchange rates in effect at the transaction date. Revenues and expenses are translated at rates approximating the exchange rates in effect at the time of the transactions. All exchange gains and losses are included in profit or loss.

Share capital

Common shares issued by the Company are classified as equity. Costs directly attributable to the issue of common shares, share purchase warrants and share options are recognized as a deduction from equity, net of any related income tax effects.

Unit offerings

Unit offerings require the Company to value each of the unit components separately. Units generally consist of a single common share and a full or a half-warrant. When unit warrants are non-transferrable, the Company uses the residual value method to value unit warrants. Proceeds received on the issuance of units are first allocated to common shares based on the fair market value of the common shares at the time the units are issued, with the residual being allocated to the warrant value. When unit warrants are transferrable, the Company uses the Black-Scholes model to value unit warrants. Proceeds received on the issuance of units are first allocated to warrants using the Black-Scholes valuation, with the remainder being allocated to the common shares.

Share‐based payments

The Company has a stock option plan that is described in Note 7. Share-based payments to employees are measured at the fair value of the instruments issued on the date of grant, and are amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of the goods or services received, or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The amount recognized as an expense is adjusted to reflect the number of awards expected to vest. The offset to the recorded cost is to contributed surplus. Consideration received on the exercise of stock options is recorded as share capital and the related contributed surplus is transferred to share capital.

12

FireFox Gold Corp. Notes to the Consolidated Financial Statements Years ended December 31, 2019 and 2018 (Expressed in Canadian dollars)

4. Summary of significant accounting policies (continued)

Loss per share

Basic earnings (loss) per share is calculated using the weighted average number of common shares outstanding during the year. The Company uses the treasury stock method for calculating diluted loss per share. Under this method the dilutive effect on loss per share is calculated on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds of such exercise would be used to purchase common shares at the average market price during the year. However, the calculation of diluted loss per share excludes the effects of various conversions and the exercise of options and warrants that would be anti-dilutive.

New standards and interpretations not yet adopted

Several amendments to existing accounting standards will become effective January 1, 2020. There are no amendments or new standards which are anticipated to have an impact on the Company’s financial statements.

Accounting standards issued and effective January 1, 2019

One amendment to existing accounting standards became effective January 1, 2019 and were first adopted by the Company during the year ended December 31, 2019:

IFRS 16 Leases

A finalized version of IFRS 16 Leases replaces IAS 17 Leases . The new standard includes most leases on the statements of financial position for lessees under a single model, eliminating the distinction between operating and finance leases. Lessor accounting however remains largely unchanged and the distinction between operating and finance leases is retained. The Company currently does not have any lease agreements in place, there was no material impact when this standard was adopted on January 1, 2019.

5.

Risk management and financial Instruments

Financial instruments are agreements between two parties that give rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Categories of financial assets and financial liabilities

The carrying values of the Company’s financial instruments are classified into the following categories:

Financial December 31 December 31
instrument Category 2019 2018
Cash FVTPL $
240,020
$ 912,642
Accounts payable and accrued liabilities Amortized cost $
70,471
$ 311,392
Due to relatedparty Amortized cost $ 122,822 $ 31,600

The carrying values of these instruments approximate their fair values due to their short term to maturity.

13

FireFox Gold Corp. Notes to the Consolidated Financial Statements Years ended December 31, 2019 and 2018 (Expressed in Canadian dollars)

5. Risk management and financial Instruments (continued)

The Company’s risk exposure and the impact on the Company’s financial instruments are summarized below:

Credit risk

Credit losses are measured using a present value and probability-weighted model that considers all reasonable and supportable information available without undue cost or effort along with the information available concerning past defaults, current conditions and forecasts at the reporting date. IFRS 9 requires the recognition of 12 month expected credit losses (the portion of lifetime expected credit losses from default events that are expected within 12 months of the reporting date) if credit risk has not significantly increased since initial recognition (stage 1), and lifetime expected credit losses for financial instruments for which the credit risk has increased significantly since initial recognition (stage 2) or which are credit impaired (stage 3). There are no expected credit losses with respect to the Company’s financial instruments held at amortized cost.

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk consists of interest rate risk, foreign currency risk and other price risk. As at December 31, 2019, the Company is not exposed to significant market risk.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company’s approach to managing liquidity risk is to attempt to ensure that it will have sufficient cash or credit available to meet liabilities when due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities, and by maintaining its lending arrangement with a related party. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments.

All of the liabilities presented as accounts payable and accrued liabilities are due within 90 days of December 31, 2019.

14

FireFox Gold Corp. Notes to the Consolidated Financial Statements Years ended December 31, 2019 and 2018

(Expressed in Canadian dollars)

6. Mineral properties

  • (a) Riikonkoski (East and West), Jeesiö (including Jeesiö West) and Ylöjӓrvi (including Oks) projects

On August 1, 2017, the Company entered an option agreement with Magnus Minerals Ltd. (“Magnus”), a company incorporated under the laws of Finland, whereby Magnus granted FireFox an exclusive right and option to earn and acquire a 100% interest in each of the Riikonkoski (East and West), Jeesiö (including Jeesiö West) and Ylöjӓrvi (including Oks) projects (the “RJY Properties”), which are located in Finland and currently owned by Magnus (the “RJY Option Agreement”). Since originally entering into the option agreement, certain extensions have been formally granted by Magnus to commitment dates under the RJY Option Agreement.

Pursuant to the RJY Option Agreement, FireFox has completed the following commitments:

  • (i) issued 6,000,000 common shares to Magnus

  • (ii) incurred $2,014,682 in exploration expenditures on the RJY Properties, and

  • (iii) made cash payments to Magnus totaling $90,000

The following commitments remain to be satisfied under the RJY Option Agreement:

  • (i) incurring a further $485,318 in exploration expenditures on the RJY Properties by August 31, 2021

  • (ii) making a $60,000 cash payment to Magnus by August 31, 2020

  • (iii) making a $50,000 cash payment to Magnus by February 28, 2021

  • (iv) making a $50,000 cash payment to Magnus by August 31, 2021

The RJY Option Agreement also provides that if FireFox exercises the Option, FireFox will be obligated to pay Magnus an additional payment, equal to the value of 1,000 troy ounces of gold, within 12 months of the commencement of commercial production. In addition, under the RJY Option Agreement, FireFox granted Magnus a 1.5% net smelter return royalty (“NSR”), which may be reduced to 1% by the payment to Magnus of 1,000 troy ounces of gold within 90 days of publishing a positive feasibility study. Pursuant to the RJY Option Agreement, Magnus has agreed to provide mineral exploration services to FireFox.

At any time, FireFox may elect to stop making payments under the RJY Option Agreement, which would result in the termination of the RJY Option Agreement. Upon termination of the RJY Option Agreement, FireFox would forego all of its rights to the Projects and any payments (including the issuance of shares) already made to Magnus or expended on the Projects. Magnus is a related party (Note 9).

(b) Mustajärvi project

On December 14, 2017, the Company entered into an agreement whereby it paid a total of €30,000 and issued 400,000 common shares (Note 7(b)) to a Finnish junior exploration company, Aurora Exploration Oy (“Aurora”), to acquire a 100% interest in the Mustajärvi Project. Aurora retains a 1% Net Smelter Royalty (“NSR”) on all metals sold from the Mustajärvi Project, 50% of which can be repurchased by FireFox for USD $500,000. The repurchase right is exercisable at any point within 180 days of the Company’s receipt of a positive feasibility study for the Mustajärvi Project.

In addition, the Company has staked additional ground consisting of four exploration reservations, partially adjoining the optioned Mustajärvi property.

15

FireFox Gold Corp. Notes to the Consolidated Financial Statements Years ended December 31, 2019 and 2018

(Expressed in Canadian dollars)

6. Mineral properties (continued)

(c) Seuru Properties

On August 21, 2018, the Company entered an option agreement with Magnus (the “Seuru Option Agreement”) to acquire a 100% interest in approximately 46,039 hectares of mineral exploration reservations in the Central Lapland Greenstone Belt of northern Finland. The new properties are comprised of four separate reservations, collectively referred to as the Seuru Properties. Since originally entering into the option agreement, certain extensions have been formally granted by Magnus to commitment dates under the Seuru Option Agreement. Magnus will retain a 1.5% NSR royalty on production from the Seuru Properties, 0.5% of which can be purchased for 1,000 troy ounces of gold. Magnus is a related party (Note 9).

  • Pursuant to the Seuru Option Agreement, FireFox has completed the following commitments:

  • (i) issued 1,500,000 shares,

  • (ii) made cash payments to Magnus totalling $100,000, and

  • (iii) incurred $199,469 in mineral exploration on the Seuru Properties

  • The following commitments remain to be satisfied under the Seuru Option Agreement:

  • (i) making a cash payment to Magnus of $50,000 by October 5, 2020

  • (ii) making a cash payment to Magnus of $50,000 by October 5, 2021

  • (iii) incurring a further $1,300,531 in mineral exploration on the Seuru Properties, as follows: a. $300,531 by October 5, 2020

  • b. $1,000,000 by October 5, 2021

Mineral Properties (Assets)

RJY Mustajärvi Seuru Total
Total at December 31,2017 $ 600 $ - $ -$ -
Share payments - 120,000 525,000
645,000
Optionpayments 30,173 46,524 50,000
126,697
Total at December 31,2018 30,773 166,524 575,000
772,297
Optionpayments 60,000 - 50,000
110,000
Total at December 31,2019 $ 90,773 $ 166,524 $ 625,000$ 882,297

16

Notes to the Consolidated Financial Statements Years ended December 31, 2019 and 2018

FireFox Gold Corp.

(Expressed in Canadian dollars)

6. Mineral properties (continued)

Mineral property exploration (Expenses)

2018 RJY Mustajärvi Seuru Total
Administration $ 12,996 $ 9,678 $ 4,977 $ 27,651
Assays 64,095 16,367 30,839 111,301
Drilling 2,864 75,364 - 78,228
Conference travel 53,113 14,840 - 67,953
Data collection 15,666 3,228 - 18,894
Equipment 15,552 8,738 8,738 33,028
Geology 470,598 200,032 54,031 724,661
Surveys - 10,108 - 10,108
Other 208,939 73,154 3,631 285,724
Stock-based compensation 12,672 4,612 - 17,284
Travel 24,335 24,334 24,335 73,004
Total $ 880,830 $ 440,455 $ 126,551$ 1,447,836
2019 RJY Mustajärvi Seuru Total
Assays $ 20,923 $ 30,551 $ 17,368 $ 68,842
Drilling 107,546 384,078 184 491,808
Equipment rental 25,891 48,817 7,835 82,543
Geology 217,810 201,808 28,279 447,897
Other 15,767 4,104 2,094 21,965
Permits 12,747 -
1,991 14,738
Rent 115,213 16,831 - 132,044
Stock-based compensation 13,854 28,548 7,031 49,433
Travel 18,829 23,524 8,136 50,489
Total $ 548,580 $ 738,261 $ 72,918$ 1,359,759

17

FireFox Gold Corp. Notes to the Consolidated Financial Statements Years ended December 31, 2019 and 2018

(Expressed in Canadian dollars)

7. Share capital

(a) Authorized

The Company’s authorized share capital consists of an unlimited number of common shares without par value.

(b) Equity financings

On February 1, 2018, 400,000 shares valued at $120,000 were issued to Aurora as part of the agreement to acquire a 100% interest in the Mustajärvi Project (see Note 6(b)).

In May and June 2018, the Company closed the first two tranches of a private placement by having issued 1,762,230 Units of the Company for gross proceeds of $616,781, less share issuance costs of $47,958. Each Unit consisted of one common share of the Company, and one-half warrant to purchase an additional common share in the Company for the price of $0.45 for two years. Included in share issuance costs were 78,459 broker warrants, exercisable at $0.35 for two years.

On July 9, 2018, the Company closed the third and final tranche of the May and June 2018 private placement by issuing 352,000 Units of the Company for gross proceeds of $123,200. Each Unit consists of one common share of the Company, and one half-warrant to purchase an additional common share in the Company for the price of $0.45 for two years.

On September 13, 2018, the Company issued 1,500,000 common shares, valued at $525,000, to Magnus pursuant to the Seuru Option Agreement (see Note 6(c)).

On December 21, 2018, the Company completed an initial public offering (“IPO”) by issuing 5,275,000 Units of the Company at a price of $0.40 per Unit for gross proceeds of $2,110,000, less share issuance costs of $743,027. Each Unit consisted of one common share of the Company, and one half-warrant to purchase an additional common share in the Company for the price of $0.60 for two years. Included in share issuance costs were 306,750 broker warrants, exercisable at $0.40 for two years, and 50,000 broker Units, which had the same terms as the IPO Units.

In June and July 2019, the Company closed the first and second tranches of a private placement by having issued 7,500,000 Units of the Company at a price of $0.10 per Unit for gross proceeds of $750,000, less cash share issuance costs of $24,217. Each Unit consists of one common share of the Company and one warrant to purchase an additional common share in the Company for the price of $0.15 for three years.

In September 2019, the Company closed the first and second tranches of a private placement by having issued 3,803,333 Units of the Company at a price of $0.15 per Unit for gross proceeds of $570,500, less cash share issuance costs of $7,764. Each Unit consists of one common share of the Company and one warrant to purchase an additional common share in the Company for the price of $0.20 for two years. In addition to the cash share issuance costs, the Company issued 25,200 broker warrants as finders’ fees with a fair value of $2,240, which are exercisable at a price of $0.20 for two years.

18

FireFox Gold Corp. Notes to the Consolidated Financial Statements Years ended December 31, 2019 and 2018

(Expressed in Canadian dollars)

7. Share capital (continued)

(b) Equity financings (continued)

In October and November 2019, the Company issued 565,100 and 1,959,300 common shares, respectively, of the Company in relation to the agreement for services (the “Agreement”) entered into with Oy Kati Ab Kalajoki (“Kati”) an arm’s length party. Pursuant to the Agreement, the Company agreed to issue common shares of the Company in full satisfaction of ongoing drilling services (the “Services”) provided by Kati in Northern Finland. Under the Agreement, the deemed price of the common shares to be issued is calculated using the closing price of the Company’s common shares on the first trading day after the last date on each invoice in which Services are provided to the Company. The common shares issued in October had a value of approximately $0.16 per share and were issued in order to settle invoices totaling $89,597. The common shares issued in November had a value of approximately $0.124 per share and were issued in order to settle invoices totaling $243,309. In total, the Company issued 2,524,400 common shares in full satisfaction of the invoices received from Kati totaling $332,908. The Company incurred share issuance costs of $4,339 in association with issuing these common shares.

(c) Stock options and warrants

The Company has implemented an incentive share option plan (the “plan”) which is subject to approval by the shareholders at the next general meeting. Under the plan, the Company may issue options to purchase common shares, at prices determined by the Board of Directors on the date of award, for periods of not more than five years. Share options awarded under the plan vest immediately upon plan-approval at the next general meeting. Subsequent to plan-approval, options awarded will vest immediately upon issue unless vesting is modified by the Board of Directors at the time of grant. The total number of common shares that may be reserved for issue under the share option plan is limited to 10% of the number of issued common shares.

The Company uses the Black-Scholes option pricing model in order to calculate a value for share options issued to employees. The Black-Scholes option pricing model was developed for use in estimating the fair value of share options that have no vesting provisions and are fully transferable. Also, option pricing models require the use of estimates and assumptions, including expected volatility rates. The Company uses expected volatility rates which are based upon historical experience and/or market comparables. Changes in the underlying assumptions used in the Black-Scholes option pricing model could materially affect the fair value estimates.

Stock options transactions during the years ended December 31, 2019 and 2018 are as follows:

Number of options
Weighted average
exerciseprice
Outstanding December 31, 2017
Awarded
1,495,000 $ 0.10
250,000
0.30
OutstandingDecember 31,2018 1,745,000
0.13
Awarded 1,740,000
0.15
OutstandingDecember 31,2019 3,485,000$0.14

19

FireFox Gold Corp. Notes to the Consolidated Financial Statements Years ended December 31, 2019 and 2018 (Expressed in Canadian dollars)

7. Share capital (continued)

(c) Stock options and warrants (continued)

The following is a summary of share options outstanding and exercisable at December 31, 2019:

Expiry date Number of options
Exerciseprice
October 5, 2022 1,495,000 $ 0.10
January 23, 2023 250,000 $ 0.30
August 7,2024 1,740,000$0.15

The fair value of stock options awarded during 2019 and 2018 was estimated on the dates of award using the Black-Scholes option pricing model with the following assumptions:

2019 2018
Risk-free interest rate 1.21% 2.03%
Expected volatility 119% 100%
Expected lives 5 years 5 years
Estimated forfeiture rate - -

The average fair value of stock options awarded during the year ended December 31, 2019 was $0.11 (2018 - $0.22).

Warrant transactions during the years ended December 31, 2019 and 2018 are as follows:

Number of Weighted average
warrants exerciseprice
Outstanding, December 31, 2017 - $
-
Issued 4,104,824 0.54
Outstanding,December 31, 2018 4,104,824 0.54
Issued 11,516,033 0.17
Outstanding,December 31, 2019 15,620,857$ 0.27

On January 11, 2019, the Company issued 187,500 warrants of the Company at a price of $0.06 each for gross proceeds of $11,250 pursuant to the exercise of the over-allotment option granted under the agency agreement dated December 6, 2018. Each warrant entitles the holder to acquire one common share of the Company at an exercise price of $0.60 any time prior to December 21, 2020. The Company incurred warrant issuance costs of $12,026.

On June 28, 2019, the Company issued 4,400,000 warrants attached to Units issued in the private placement. Each warrant is exercisable into one common share of the Company at a price of $0.15 until June 28, 2022.

On July 16, 2019, the Company issued 3,100,000 warrants attached to the Units issued in the private placement. Each warrant is exercisable into one common share of the Company at a price of $0.15 until July 16, 2022.

20

FireFox Gold Corp. Notes to the Consolidated Financial Statements Years ended December 31, 2019 and 2018 (Expressed in Canadian dollars)

7. Share capital (continued)

(c) Stock options and warrants (continued)

On September 9, 2019, the Company issued 1,973,333 warrants attached to the Units issued in the private placement. Each warrant is exercisable into one common share of the Company at a price of $0.20 until September 9, 2021. In relation to the private placement, the Company issued 2,400 Broker Warrants with a fair value of $258 as finders’ fees. Each Broker Warrant is exercisable into one common share of the Company at an exercise price of $0.20 until September 9, 2021.

On September 16, 2019, the Company issued 1,830,000 warrants attached to Units issued in the private placement. Each warrant is exercisable into one common share of the Company at a price of $0.20 until September 16, 2021. In relation to the private placement, the Company issued 22,800 Broker Warrants with a fair value of $1,982 as finders’ fees. Each Broker Warrant is exercisable into one common share of the Company at an exercise price of $0.20 until September 16, 2021.

The following is a summary of warrants outstanding at December 31, 2019:

Expirydate Number of warrants Exerciseprice
May 31, 2020 470,936 $ 0.45
May 31, 2020 31,818 $ 0.35
June 15, 2020 411,179 $ 0.45
June 15, 2020 46,641 $ 0.35
July 9, 2020 175,000 $ 0.45
December 21, 2020 2,850,000 $ 0.60
December 21, 2020 306,750 $ 0.40
September 9, 2021 1,975,733 $ 0.20
September 16, 2021 1,852,800 $ 0.20
June 28, 2022 4,400,000 $ 0.15
July16,2022 3,100,000 $ 0.15

8. Segmented information

The Company’s operations are conducted in two reportable segments: mineral exploration in Finland and Corporate operations in Canada. Neither segment generates revenue. As the operations are in different countries, this equates to allocating resources by geographical area.

Total assets by geographical area:

December 31,2019 December 31,2018
Canada $ 235,424 $ 937,641
Finland 933,334 793,916
Total $ 1,168,758 $ 1,731,556

Cash amounting to $197,833 was held in Canada, and $42,187 was held in Finland (2018 - $895,061 in Canada and $17,581 in Finland).

21

FireFox Gold Corp. Notes to the Consolidated Financial Statements Years ended December 31, 2019 and 2018

(Expressed in Canadian dollars)

8. Segmented information (continued)

Total mineral properties by geographical area:

December 31,2019
December 31,2018
Canada
$ Finland
-
$ -
882,297
772,297
Total
$
882,297
$ 772,297

Net loss by geographical area:

December 31,2019
December 31,2018
Canada
$ Finland
695,535
$ 561,237
1,524,957
1,577,497
Total
$
2,220,492
$ 2,138,734

Exploration expenses by geographical area:

December 31,2019
December 31,2018
Canada
$ Finland
-
$ -
1,359,759
1,447,836
Total
$
1,359,759
$ 1,447,836

9. Related party disclosures

Key management compensation

Key management personnel at the Company are the directors and officers of the Company. The remuneration of key management personnel during the periods is as follows:

Year ended Year ended
December 31 December 31
2019 2018
Director remuneration1 $ 48,000 $ 94,504
Officer remuneration1 $ 205,591 $ 211,805
Share-basedpayments $ 113,147$ 80,057

1Remuneration consists exclusively of salaries, bonuses, health benefits if applicable and consulting fees for key management personnel.

Other than the amounts disclosed above, there were no short-term employee benefits or share-based payments granted to key management personnel during the years ended December 31, 2019 and 2018.

22

FireFox Gold Corp. Notes to the Consolidated Financial Statements Years ended December 31, 2019 and 2018 (Expressed in Canadian dollars)

9. Related party disclosures (continued)

During the year ended December 31, 2019, mineral property exploration services valued at $949,139 (2018 - $1,354,268), and administrative services valued at $120,668 (2018 - $115,190) were provided by companies with an officer or director in common with FireFox. During the year ended December 31, 2019, the Company incurred director fees of $48,000 (2018 – $72,000) and marketing services provided by a director of the Company of $Nil (2018 - $22,504).

At December 31, 2019 $28,487 (2018 - $22,078) remained owing to a related party in relation to administrative services provided, $94,335 (2018 - $Nil) was owed to a related party for exploration services, $6,000 (2018 - $7,567) was owed to a related party for consulting fees, shown as personnel costs on the statement of loss and comprehensive loss, and $Nil (2018 - $1,955) was owing to related parties in relation to reimbursements of expenditures incurred on FireFox’s behalf.

FireFox entered into mineral property option agreements with Magnus, further described in Notes 6(a) and 6(c).

10. Income Taxes

Income tax expense differs from the amount that would be computed by applying the Canadian statutory income tax rate of 27.00% to income before income taxes. The reasons for the differences are as follows:

2019 2018
Loss for the year $ (2,220,492) $ (2,138,734)
Statutoryincome tax rate 27.00% 27.00%
Expected income tax recovery (599,533) (577,458)
Effect of the income tax rate change - (8,669)
Foreign income at different rate 12,819 9,190
Share issue costs (9,824) (184,549)
Items not deductible for income tax purposes 51,606 27,207
Other (4,539)
Unrecognized benefit of deferred tax assets 549,474 734,279
Income tax expense $ - $ -

The Company recognizes a deferred tax asset on unused tax losses or other deductible amounts only when the Company expects to have future taxable profit against which the amounts could be utilized. The Company’s deductible temporary differences and unused tax losses for which no deferred tax asset is recognized consist of the following unrecognized asset amounts:

2019 2018
Share issuance costs 119,887 149,884
Eligible capital property 10,816 11,385
Exploration and evaluation expenditures 898,332 544,231
Non-capital losses carried forward 480,101 254,162
Unrecognized deductible temporarydifferences $ 1,509,136 $ 959,662

23

FireFox Gold Corp. Notes to the Consolidated Financial Statements Years ended December 31, 2019 and 2018 (Expressed in Canadian dollars)

10. Income Taxes (continued)

The Company has non-capital losses of approximately $1,543,690 (2018 - $844,088) and accumulated pools of $4,209,452 (2018 - $2,142,337), both of which are available to deduct against future taxable Canadian income. The non-capital losses carried forward will begin to expire in 2038 if unused. The tax pools can be carried forward indefinitely. Additionally, the Company has approximately $314,435 in loss carryforwards for Finnish tax purposes.

11. Subsequent event

On April 23, 2020, the Company completed a non-brokered private placement, raising total gross proceeds of $281,500 by issuing 5,360,000 units of the Company at a purchase price of $0.05 per unit. Each unit consists of one common share of the Company and one whole common share purchase warrant, with each warrant being exercisable to acquire one additional common share of the Company at an exercise price of $0.08 per share for a term of two years following the closing of the private placement. The company incurred $1,350 in finder’s fees payable to qualified finders in association with the financing.

24